United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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Securities Exchange Act of 1934
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Item 1.01. Entry into a Material Definitive Agreement.
The information set forth in Item 1.02 below is hereby incorporated by reference into this Item 1.01.
Item 1.02. Termination of a Material Definitive Agreement
As previously disclosed, on February 19, 2024, 99 Acquisition Group Inc., a Delaware corporation (the “Company”), entered into a business combination agreement (the “Business Combination Agreement”) with NNAG Merger Sub, Inc., a Maryland corporation and a direct wholly owned subsidiary of the Company and Nava Health MD, Inc., a Maryland corporation(“Nava”).
Termination of Business Combination Agreement
On August 26, 2024, Nava delivered to the Company a Notice of Termination of Business Combination (the “Termination”), in which the Business Combination Agreement was terminated pursuant to Section 10.1(e) of the Business Combination Agreement. The termination of the Business Combination Agreement is effective as of August 26, 2024.
As a result of the termination of the Business Combination Agreement, the Business Combination Agreement is void and there is no liability under the Business Combination Agreement on the part of any party thereto, except as set forth in the Termination. In accordance with Section 11.4 of the Business Combination Agreement, the Company is required to pay to Nava $300,000 as reimbursement of Nava’s Transaction Costs (as defined in the Business Combination Agreement).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: August 30, 2024 | ||
| 99 ACQUISITION GROUP INC. | ||
| By: | /s/ Hiren Patel | |
| Name: | Hiren Patel | |
| Title: | Chief Executive Officer | |
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