99 Acquisition Group, Inc. Announces Deposit of Additional Funds into Trust Account and Anticipated Filing of Preliminary Proxy Statement to Amend Charter to Extend Period to Consummate Business Combination

Rhea-AI Summary

99 Acquisition Group, Inc. (NNAGU) announced a correction to its previous press release regarding the extension of its deadline to consummate a business combination. The company's sponsor deposited $558,000 into the trust account, falling short of the required $750,000 for a three-month extension. As a result, the attempted extension was defective under the company's charter.

The company now plans to seek approval for a Charter Amendment to set a new deadline date and make other changes. Stockholders will have the option to redeem their public shares upon approval of the amendment. Additionally, 99 Acquisition Group has entered into a Merger Agreement with Nava Health MD, Inc., aiming to acquire 100% of Nava Health's equity securities.

Positive

• Sponsor intends to promptly fund the remaining $192,000 required for the extension
• Company plans to file a proxy statement for Charter Amendment approval
• Existing Merger Agreement with Nava Health MD, Inc. for 100% acquisition

Negative

• Failed to deposit full $750,000 required for three-month extension by the deadline
• Company is technically required to cease operations except for winding-up due to missed deadline
• Potential risk of stockholder redemptions upon Charter Amendment approval

Insights

Financial Analyst

99 Acquisition Group's announcement regarding its extension to consummate a business combination is of significant interest to investors. The purpose of a SPAC (Special Purpose Acquisition Company) is to acquire another business and any delays or complications in this process can directly affect investor confidence and the stock's performance.

In this case, the shortfall of $192,000 in the deposit required for the extension is noteworthy. While the sponsor intends to make up the difference, the initial shortfall suggests potential issues in liquidity or financial planning. This raises a red flag about the company's ability to meet financial obligations without delay. SPAC investors often closely monitor these details because they indicate the company's operational efficiency and financial stability.

Moreover, the necessity to amend the charter and seek stockholder approval adds another layer of complexity and uncertainty. It's important to note that charter amendments usually involve procedural delays and additional scrutiny from stockholders. This could slow down the business combination process further, causing potential frustration among shareholders who are keen on seeing their investments bear fruit within a specified timeline.

Investors should also be aware of the potential for stockholder redemption. The option for shareholders to redeem their shares upon the charter's amendment could result in significant cash outflows from the trust account, decreasing the funds available for the business combination with Nava Health. Overall, while the company has a plan to rectify the shortfall and proceed with the extension, the complications suggest an element of risk that investors should not overlook.

Legal Expert

The legal intricacies in this announcement deserve attention. The company's charter explicitly required a deposit of $750,000 by the deadline to extend the period for a business combination, which was not met. Consequently, the extension was defective under the charter, mandating the company to wind up operations. Understanding these legal stipulations is important for investors, as non-compliance could lead to the company's liquidation, causing potential losses.

However, the company plans to rectify this by promptly funding the remaining $192,000 and seeking a charter amendment. This involves both the General Corporation Law of Delaware and the company's existing charter provisions. The process includes filing a proxy statement with the SEC and obtaining stockholder approval, which introduces an element of uncertainty and potential delay in finalizing the business combination with Nava Health.

Investors should consider the implications of these legal steps. Charter amendments are not guaranteed to pass and stockholder redemption rights, which offer cash equal to the aggregate amount in the trust account, could further complicate financial planning. In summary, the legal response to the initial shortfall is a remedial action, but it brings to light the risks and complexities inherent in SPAC investments, where strict adherence to charter terms is crucial.

CORRECTING and REPLACING: 99 Acquisition Group, Inc. Announces Contribution to Trust Account to Extend Period to Consummate Business Combination

GAITHERSBURG, MD, July 15, 2024 (GLOBE NEWSWIRE) -- This press release corrects and replaces the previously issued press release published at 12:15 p.m. ET on May 24, 2024 to (i) correct the amount that was deposited into the trust account by 99 Acquisition Group, Inc. and (ii) reflect that the extension was not valid under the Company’s charter.

The updated release reads:

99 Acquisition Group, Inc. (the “Company” or “99 Acquisition”), a special purpose acquisition company, announced that 99 Acquisition Sponsor LLC, the Company’s sponsor, deposited an aggregate of $558,000 into the Company’s trust account for the Company’s public stockholders in order to extend the period of time the Company has under the Company’s charter to consummate an initial business combination from May 22, 2024 (the “Deadline Date”) to August 22, 2024. However, the Company’s charter requires an aggregate payment of $750,000 to be deposited into the Company’s trust account in order to effectuate such three-month extension if the Company has not consummated a business combination by the Deadline Date. Since the Sponsor did not deposit the full $750,000 required for such three-month extension into the trust account by the Deadline Date, the attempted extension was defective under the charter and the Company is required under the charter to cease operations except for the purpose of winding-up.

Even though the Deadline Date has passed, the Company’s sponsor intends to promptly fund the remaining $192,000 required to be deposited into the trust account and the Company intends to seek approval for an amendment to the charter in accordance with Section 242 of the General Corporation Law of the State of Delaware and the applicable provisions of the charter to set a new Deadline Date and make other changes to the charter (the “Charter Amendment”). As required by the charter, in connection with the Charter Amendment, holders of public shares may elect to redeem their public shares upon approval of such Charter Amendment for a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to such approval, including interest earned on the funds held in the trust account and not previously released to the Company to pay taxes or to fund the Company’s working capital requirements, divided by the number of then outstanding public shares.

As required by the charter, the Company plans to file a proxy statement (the “Proxy Statement”) with the Securities and Exchange Commission as soon as practicable following the full funding of the trust account to seek stockholder approval of the Charter Amendment and related matters. If the Charter Amendment is approved by stockholders, the Company will have the right to extend the Deadline Date for the period to be specified in the Proxy Statement upon deposit of the applicable extension payments into the Company’s trust account. Additional details regarding the Charter Amendment and the terms of the extension will be provided in the Proxy Statement and any amendments thereto, which will be available on the SEC’s website upon filing. After the Proxy Statement has been cleared by the SEC, the Company will mail a definitive Proxy Statement, when available, to its stockholders.

As previously announced, the Company entered into a Merger Agreement with Nava Health MD, Inc. (“Nava Health”), dated February 12, 2024, pursuant to which the Company will acquire 100% of the equity securities of Nava Health, with Nava Health becoming a wholly-owned subsidiary of the Company. The Charter Amendment will allow the Company additional time to complete the proposed business combination with Nava Health.

About 99 Acquisition

99 Acquisition Group, Inc. (Nasdaq: NNAG) is a blank check company that was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities.

About Nava Health

Nava Health is a vertically integrated, tech-enabled healthcare practice combining integrative, functional, preventive, and regenerative medicine. Nava Health’s innovative medical practice uses a data-driven, personalized approach to optimize health and increase longevity. Nava Health provides each client with an individualized wellness roadmap tailored to their specific symptoms, medical needs, and personal goals. All client wellness roadmaps result from a proprietary diagnostic process, the "Nava Method," which utilizes data and specially designed software to create optimal personalized client outcomes. To learn more visit navacenter.com.

Important Information about the Proposed Business Combination and Where to Find It

This press release relates to a proposed transaction between 99 Acquisition and Nava Health. This press release does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the proposed business combination, 99 Acquisition has filed a registration statement on Form S-4 containing a proxy statement/prospectus (the "Registration Statement") with the SEC, and 99 Acquisition and Nava Health intend to file other relevant materials with the SEC. The Registration Statement includes a proxy statement/prospectus to be distributed to holders of 99 Acquisition's common stock in connection with 99 Acquisition's solicitation of proxies for the vote by 99 Acquisition's stockholders with respect to the proposed business combination and other matters as described in the Registration Statement, as well as the prospectus relating to the offer of securities to be issued to Nava Health's shareholders in connection with the proposed business combination. After the Registration Statement has been filed and declared effective, 99 Acquisition will mail a definitive proxy statement, when available, to its stockholders.

Before making any voting or investment decision, investors and security holders and other interested parties are urged to read the Registration Statement, any amendments thereto and any other documents filed with the SEC carefully and in their entirety when they become available because they will contain important information about 99 Acquisition, Nava Health and the proposed business combination. Copies of these documents may be obtained free of charge at the SEC's website at www.sec.gov. The documents filed by 99 Acquisition with the SEC also may be obtained free of charge upon written request to 99 Acquisition at c/o 99 Acquisition Corp., 14 Noblewood Ct, Gaithersburg, MD 20878.

Participants in the Solicitation

99 Acquisition and its directors and executive officers may be deemed participants in the solicitation of proxies from 99 Acquisition's securityholders with respect to the proposed business combination under the rules of the SEC. Securityholders may obtain more detailed information regarding the names, affiliations, and interests of certain executive officers and directors of 99 Acquisition in the solicitation by reading 99 Acquisition's Registration Statement and other relevant materials filed with the SEC in connection with the proposed business combination when they become available. Information about 99 Acquisition's directors and executive officers and their ownership of 99 Acquisition's common stock and other information regarding the interests of participants in the proxy solicitation, which, in some cases, may be different from those of 99 Acquisition's securityholders generally, is set forth in the Registration Statement. These documents can be obtained free of charge at the SEC's web site at www.sec.gov.

Nava Health and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from 99 Acquisition's securityholders in connection with the proposed business combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed business combination is included in the Registration Statement for the proposed business combination.

Non-Solicitation

This press release is not a proxy statement or solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination or Charter Amendment. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Forward-Looking Statements

Certain statements made in this press release are "forward-looking statements" within the meaning of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995, including statements about the parties' ability to close the proposed business combination, the anticipated benefits of the proposed business combination, and the financial condition, results of operations, earnings outlook and prospects of 99 Acquisition and/or the proposed business combination and may include statements for the period following the consummation of the proposed business combination. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as "plan," "believe," "expect," "anticipate," "intend," "outlook," "estimate," "forecast," "project," "continue," "could," "may," "might," "possible," "potential," "predict," "should," "would" and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the management of 99 Acquisition and Nava Health, as applicable, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including: uncertainty with respect to obtaining stockholder approval of the Charter Amendment; risks related to Nava Health's businesses and strategies; the ability to complete the proposed business combination due to the failure to obtain approval of the proposed business combination from the shareholders of 99 Acquisition and/or Nava Health or satisfy other closing conditions set forth in the Merger Agreement; the amount of any redemptions by existing holders of 99 Acquisition's common stock; the ability to recognize the anticipated benefits of the proposed business combination; other risks and uncertainties included under the header "Risk Factors" in the Registration Statement filed by 99 Acquisition and Nava Health, in the final prospectus of 99 Acquisition for its initial public offering dated August 21, 2023; and in 99 Acquisition's other filings with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Nava Health and 99 Acquisition assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Nava Health nor 99 Acquisition gives any assurance that Nava Health, 99 Acquisition or the combined company will achieve its expectations.

For more information contact:

99 Acquisition Group, Inc.
Hiren Patel, CEO
Phone: 703-371-4260
Email: hpatel@intelvative.com

FAQ

What happened with 99 Acquisition Group's (NNAGU) extension attempt?

99 Acquisition Group's sponsor deposited $558,000 into the trust account, falling short of the required $750,000 for a three-month extension, making the attempted extension defective under the company's charter.

What is 99 Acquisition Group (NNAGU) planning to do after the failed extension?

The company plans to seek approval for a Charter Amendment to set a new deadline date and make other changes. They will file a proxy statement with the SEC and seek stockholder approval.

What merger agreement does 99 Acquisition Group (NNAGU) have in place?

99 Acquisition Group entered into a Merger Agreement with Nava Health MD, Inc. on February 12, 2024, to acquire 100% of Nava Health's equity securities.

Can stockholders of 99 Acquisition Group (NNAGU) redeem their shares?

Yes, stockholders will have the option to redeem their public shares upon approval of the Charter Amendment at a price equal to their pro rata share of the trust account.