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                               May 20, 2022

       Joy Yi Hua
       Chief Executive Officer
       Acri Capital Acquisition Corp
       13284 Pond Springs Rd, Ste 405
       Austin, Texas 78729

                                                        Re: Acri Capital
Acquisition Corp
                                                            Amended
Registration Statement on Form S-1
                                                            Filed May 18, 2022
                                                            File No. 333-263477

       Dear Ms. Hua:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comment. We may ask you to provide us with information
so we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comment applies to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this comment, we may have additional comments.

       Amended Registration Statement on Form S-1

       Management, page 105

   1.                                                   To the extent that one
or more of your officers and/or directors are located in China or
                                                        Hong Kong, please
create a separate Enforceability of Civil Liabilities section for the
                                                        discussion of the
enforcement risks related to civil liabilities due to your officers and
                                                        directors being located
in China or Hong Kong. Please identify each officer and/or
                                                        director located in
China or Hong Kong and disclose that it will be more difficult to
                                                        enforce liabilities and
enforce judgments on those individuals. For example, revise to
                                                        discuss more
specifically the limitations on investors being able to effect service of
                                                        process and enforce
civil liabilities in China, lack of reciprocity and treaties, and cost and
                                                        time constraints. Also,
please disclose these risks in a separate risk factor, which should
                                                        contain disclosures
consistent with the separate section.
 Joy Yi Hua
Acri Capital Acquisition Corp
May 20, 2022
Page 2

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

      You may contact Victor Rivera Melendez at 202-551-4182 or Ruairi Regan at
202-551-
3269 with any other questions.



                                                           Sincerely,
FirstName LastNameJoy Yi Hua
                                                           Division of
Corporation Finance
Comapany NameAcri Capital Acquisition Corp
                                                           Office of Real
Estate & Construction
May 20, 2022 Page 2
cc:       Arila E. Zhou, Esq.
FirstName LastName