UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________

SCHEDULE 14A

________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant		☒
Filed by a party other than the Registrant		☐

Check the appropriate box:

☒		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under § 240.14a-12

99 Acquisition Group Inc.

(Name of Registrant as Specified In Its Charter)

_________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION DATED JULY 22, 2024

99 ACQUISITION GROUP INC.
14 Noblewood Ct
Gaithersburg, MD 20878

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [•], 2024

TO THE STOCKHOLDERS OF 99 ACQUISITION GROUP INC.:

You are cordially invited to attend the special meeting (the “special meeting”) of stockholders of 99 Acquisition Group Inc. (the “Company,” “we,” “us” or “our”), to be held at [•], on [•], 2024. The special meeting will be held virtually, at [•]. Stockholders will not be able to attend the special meeting in-person. At the special meeting, the stockholders will consider and vote upon the following proposals:

1. To amend (the “Extension Amendment”) the Company’s Amended and Restated Certificate of Incorporation (our “charter”) to allow the Company to extend the date by which the Company must consummate a business combination (as defined below) (the “Extension”) from May 22, 2024 (the date that is 9 months from the closing date of the Company’s initial public offering of units (the “IPO”)) to August 22, 2024 (the date that is 15 months from the closing date of the IPO) (the “Amended Date”) and on a monthly basis up to nine times from the Amended Date to May 22, 2025 (the date that is 21 months from the closing date of the IPO) (the “Extended Date”) (collectively, the “Extension Amendment Proposal”);

2. To amend (the “Trust Amendment”) the Investment Management Trust Agreement, dated August 17, 2023 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), to allow the Company to extend the date on which the Trustee must liquidate the trust account established by the Company in connection with the IPO (the “trust account”) if the Company has not completed its initial business combination, from May 22, 2024 (the date that is 9 months from the closing date of the IPO) to August 22, 2024 (the date that is 15 months from the closing date of the IPO) (the “Initial Extension”) and on a monthly basis up to nine times from the Amended Date to May 22, 2025 (the date that is 21 months from the closing date of the IPO) by depositing an extension payment (the “Extension Payment”) of (i) $750,000 into the trust account in accordance with the terms of the Company’s charter for the Initial Extension and (ii) the lesser of (a) $[_] and (b) $[_] into the trust account for each public share that has not been redeemed in accordance with the terms of the Company’s charter for each subsequent one-month extension from the Amended Date to the Extended Date (collectively, the “Trust Amendment Proposal”);

3. To amend the Company’s charter to provide for the right of a holder of the Company’s Class B common stock, par value $0.0001 per share (the “Class B common stock” or the “founder shares”), to convert into shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock” or “public shares”), on a one-for-one basis at any time, and from time to time, prior to the closing of a business combination at the election of the holder (collectively, the “Founder Share Amendment Proposal”); and

4. To approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal, the Trust Amendment Proposal, the Founder Share Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension (collectively, the “Adjournment Proposal”). The Adjournment Proposal will only be presented at the special meeting if there are not sufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, the Trust Amendment Proposal and the Founder Share Amendment Proposal.

Each of the Extension Amendment Proposal, the Trust Amendment Proposal, the Founder Share Amendment Proposal, and the Adjournment Proposal is more fully described in the accompanying proxy statement. The special meeting will be a virtual meeting. You will be able to attend and participate in the special meeting online by visiting [•]. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.

Please see “Questions and Answers about the Special Meeting — How do I attend the special meeting?” for more information.

Currently, our charter provides that if the Company has not consummated its business combination within 9 months from the date of the closing of the IPO (the “Deadline Date”), the Board of Directors (the “Board”), may, if requested by the Sponsor, extend the period of time to consummate a business combination up to two times, each by an additional three months, by depositing $750,000 into the Company’s trust account for each three month extension. In the absence of such extension by the Deadline Date, the charter provides that the Company shall, among other things, cease all operations except for the purpose of winding up. The Sponsor attempted to extend the Deadline Date by three months by depositing the extension fee via several wires in May 2024 but some of those wires were not received until after the Deadline Date. Since the full $750,000 required for a three month extension was not deposited into the trust account by the Deadline Date, the attempted extension was defective under the charter (the “Defective Extension Attempt”) 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 wishes to amend the charter in accordance with Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”) and the applicable provisions of the charter to set a new Deadline Date and make other changes to the charter as set forth in this proxy statement. If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Company will have the right to extend the Deadline Date for an initial three month period from May 22, 2024 to August 22, 2024, followed by nine additional one (1) month Extensions up to the Extended Date, provided that each Extension Payment is deposited into the Trust Account on or prior to the date of each applicable deadline.

The sole purpose of the Extension Amendment and the Trust Amendment is to provide the Company with sufficient time to complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “business combination”). As disclosed in the Current Report on Form 8-K filed with the SEC on February 14, 2024, on February 12, 2024, the Company entered into a Merger Agreement (the “Merger Agreement”) by and among Nava Health MD, Inc., a Maryland corporation (“Nava”), and NNAG Merger Sub, Inc., a Maryland corporation and wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which Merger Sub will merge with and into Nava (the “Merger”) with Nava as the surviving corporation of the Merger and becoming a wholly-owned subsidiary of the Company. On February 14, 2024, the Company filed a Registration Statement on Form S-4 (the “Registration Statement”) in connection with the Merger, which was subsequently amended on April 26, 2024. The Registration Statement has not been declared effective by the SEC. The Company believes that given the Company’s expenditure of time, effort and money in connection with the Merger, circumstances warrant providing public stockholders an opportunity to consider the Merger and related transactions. Accordingly, our Board believes that the Extension is necessary in order for the Company to be able to continue pursuing the Merger with Nava. Therefore, our Board has determined that it is in the best interests of our stockholders to extend the Deadline Date in order to provide our stockholders with the opportunity to participate in the prospective investment. Without the Extension, the Company will not be able to complete a business combination and would be forced to liquidate.

If the Founder Share Amendment Proposal is not approved and there are significant requests for redemption, such redemption may prevent the Company from being able to obtain the Extension. The Company believes that the Founder Share Amendment Proposal is in the best interest of the Company because it allows increased flexibility for 99 Acquisition Sponsor LLC (the “Sponsor”) to convert its Class B common stock to Class A common stock and that may aid the Company in retaining investors and meeting continued listing requirements necessary to continue to pursue a business combination. The holders of the issued and outstanding founder shares have informed the Company that, if the Founder Share Amendment Proposal is approved, the Sponsor expects to convert substantially all of the founder shares into Class A common stock of the Company, in accordance with the terms of the Founder Share Amendment Proposal, prior to any redemption in connection with the Extension Amendment Proposal. Notwithstanding the conversion, such holders will not be entitled to receive any monies held in the Trust Account as a result of their ownership of any Class A common stock. The holders of the founder shares will continue to be subject to the same restrictions as holders of the Class B common stock before the conversion including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of a business combination as described in the Company’s final prospectus dated August 17, 2023, filed with the SEC in connection with its IPO.

The purpose of the Adjournment Proposal is to allow the Company to adjourn the special meeting to a later date or dates if we determine that additional time is necessary to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal, the Trust Amendment Proposal and the Founder Share Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension.

As contemplated by the Company’s charter, the holders of public shares may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, including interest not previously released which shall be net of taxes payable, and less interest to pay dissolution expenses, calculated as of two business days prior to the special meeting. You may elect to redeem your public shares in connection with the special meeting.

Each of the Company, the Sponsor, or any of its affiliates or designees (the “Contributors”) have agreed that if the Extension Amendment Proposal and the Trust Amendment Proposal are approved, they will deposit (i) $750,000 into the trust account in accordance with the terms of the Company’s charter for the Initial Extension (which amount was previously deposited into, and is currently being held in, the trust account pursuant to the Defective Extension Attempt) and (ii) the lesser of (a) $[_] and (b) $[_] into the trust account for each public share that has not been redeemed in accordance with the terms of the Company’s charter for each subsequent one-month extension from the Amended Date to the Extended Date. Each such deposit is referred to herein as an “Extension Payment.” Each Extension Payment will be deposited in the trust account on or prior to the beginning of the additional extension period (or portion thereof), other than the first Extension Payment which was already wired into the trust account in connection with the defective extension attempt by the Sponsor. If the Company extends the time to complete a business combination to May 22, 2025, the Contributors will make aggregate Extension Payments in the amount of $[_] (assuming no public shares are redeemed).

The Contributors will not make any Extension Payment unless the Extension Amendment Proposal and the Trust Amendment Proposal are both approved and the Deadline Date is extended, except with respect to the Extension Payment for the Initial Extension which was previously deposited into, and is currently being held in, the trust account pursuant to the Defective Extension Attempt. The Extension Payment(s) will not bear any interest. The Extension Payments will be lost if the Company is unable to consummate an initial business combination except to the extent of any funds held outside of the trust account. The Company will have the sole discretion whether to continue extending the time to complete a business combination until the Extended Date, and if the Company determines not to continue extending for an additional period, any obligation to make additional Extension Payments will terminate. If this occurs, or if the Company’s Board otherwise determines that the Company will not be able to consummate an initial business combination by the Extended Date and does not wish to seek an additional Extension, the Company will wind up the Company’s affairs and redeem 100% of the outstanding public shares in accordance with the same procedures set forth below that would be applicable if the Extension Amendment Proposal and the Trust Amendment Proposal are not approved.

The affirmative vote of a majority of the Company’s outstanding Class A common stock, par value $0.0001 per share (“Class A common stock” or the “public shares”), and Class B common stock, par value $0.0001 per share (“Class B common stock” or the “founder shares” and, together with the public shares, the “common stock”), voting together as a single class, will be required to approve the Extension Amendment Proposal and the Founder Share Amendment Proposal. Approval of the Trust Amendment Proposal requires an affirmative vote of 65% of the outstanding common stock, voting as a single class. Approval of the Extension Amendment Proposal and the Trust Amendment Proposal is a condition to the implementation of the Extension. Approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person (including virtually) or by proxy at the special meeting.

Our Board has fixed the close of business on [•], 2024 as the record date for determining the Company’s stockholders entitled to receive notice of and vote at the special meeting and any adjournment thereof. Only holders of record of the Company’s common stock on that date are entitled to have their votes counted at the special meeting or any adjournment thereof. A complete list of stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at the Company’s principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.

In connection with the Extension Amendment Proposal and the Founder Share Amendment Proposal, holders of public shares (“public stockholders”) may elect to redeem their public shares 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 (the “Election”), regardless of whether such public stockholders vote on the Extension Amendment Proposal, the Trust Amendment Proposal, or the Founder Share Amendment Proposal. If the Extension Amendment Proposal, the Trust Amendment Proposal and the Founder Share Amendment Proposal are approved by the requisite vote of stockholders, holders of public shares that do not make the Election will retain the opportunity to have their public shares redeemed in conjunction with the consummation of a business combination, subject to any limitations set forth in our charter, as amended. In addition, public stockholders who do not make the Election would be entitled to have their public shares redeemed for cash if the Company has not completed a business combination by the Extended Date.

The Company estimates that the per share price at which the public shares may be redeemed from cash held in the trust account will be approximately $[•] at the time of the special meeting. The closing price of the Company’s Class A common stock on The Nasdaq Global Market on [•], 2024, the record date of the special meeting, was $[•]. Accordingly, if the market price were to remain the same until the date of the special meeting, exercising redemption rights would result in a public stockholder receiving approximately $[•] more per share than if such stockholder sold the public shares in the open market. The Company cannot assure public stockholders that they will be able to sell their public shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

The Adjournment Proposal, if adopted, will allow our Board to adjourn the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation of proxies. The Adjournment Proposal will be presented to our stockholders only in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, the Trust Amendment Proposal, and/or the Founder Share Amendment Proposal.

Because the Company did not consummate an initial business combination by the original Deadline Date, as contemplated by the IPO prospectus and in accordance with our charter, if the Extension Amendment Proposal or the Trust Amendment Proposal is not approved, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, and subject to having lawfully available funds therefor, redeem 100% of the outstanding public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, 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 (less up to $100,000 of such interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, including the warrants included in the units sold in the IPO (the “public warrants”), which will expire worthless in the event the Company winds up.

You are not being asked to vote on a business combination at this time. If any of the Extension Proposal or the Founder Share Proposal is effected and you do not elect to redeem your public shares in connection with the Extension, you will retain the right to vote on a business combination when it is submitted to the public stockholders (provided that you are a stockholder on the record date for a meeting to consider a business combination) and the right to redeem your public shares for a pro rata portion of the trust account in the event a business combination is approved and completed or the Company has not consummated a business combination by the Extended Date.

After careful consideration of all relevant factors, our Board has determined that the Extension Amendment Proposal, the Trust Amendment Proposal, the Founder Share Amendment Proposal and, if presented, the Adjournment Proposal are advisable and recommends that you vote or give instruction to vote “FOR” the Extension Amendment Proposal, the Trust Amendment Proposal, the Founder Share Amendment Proposal, and, if presented, the Adjournment Proposal.

Enclosed is the proxy statement containing detailed information concerning the Extension Amendment Proposal, the Trust Amendment Proposal, the Founder Share Amendment Proposal, and the Adjournment Proposal and the special meeting. Whether or not you plan to attend the special meeting, the Company urges you to read this material carefully and vote your shares.

[•], 2024		By Order of the Board of Directors,

		Hiren Patel
		Chairman of the Board

Your vote is important. If you are a stockholder of record, please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the special meeting. If you are a stockholder of record, you may also cast your vote virtually at the special meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote virtually at the special meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct your broker or bank how to vote will have the same effect as voting against the Extension Amendment Proposal, the Trust Amendment Proposal and the Founder Share Amendment Proposal, and an abstention will have the same effect as voting against the Extension Amendment Proposal, the Trust Amendment Proposal and the Founder Share Amendment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment Proposal.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on [•], 2024: This notice of meeting and the accompanying proxy statement are available at [•].

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD PUBLIC SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES, PUBLIC WARRANTS AND PUBLIC RIGHTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT BY 5:00 P.M. EASTERN TIME ON [•], 2024, THE DATE THAT IS TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE SPECIAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, INCLUDING THE LEGAL NAME, PHONE NUMBER, AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, AND (3) DELIVER YOUR SHARES OF CLASS A COMMON STOCK TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

PROXY STATEMENT — DATED [•], 2024

99 ACQUISITION GROUP INC.
14 Noblewood Ct
Gaithersburg, MD 20878

PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON [•], 2024

The special meeting (the “special meeting”) of 99 Acquisition Group Inc., a Delaware corporation (the “Company,” “we,” “us” or “our”), will be held at [•], on [•], 2024. The special meeting will be held virtually, at [•]. Stockholders will not be able to attend the special meeting in-person. At the special meeting, the stockholders will consider and vote upon the following proposals:

1. To amend (the “Extension Amendment”) the Company’s Amended and Restated Certificate of Incorporation (our “charter”) to allow the Company to extend the date by which the Company must consummate a business combination (as defined below) (the “Extension”) from May 22, 2024 (the date that is 9 months from the closing date of the Company’s initial public offering of units (the “IPO”)) to August 22, 2024 (the date that is 15 months from the closing date of the IPO) (the “Amended Date”) and on a monthly basis up to nine times from the Amended Date to May 22, 2025 (the date that is 21 months from the closing date of the IPO) (the “Extended Date”) (collectively, the “Extension Amendment Proposal”);

2. To amend (the “Trust Amendment”) the Investment Management Trust Agreement, dated August 17, 2023 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), to allow the Company to extend the date on which the Trustee must liquidate the trust account established by the Company in connection with the IPO (the “trust account”) if the Company has not completed its initial business combination, from May 22, 2024 (the date that is 9 months from the closing date of the IPO) to August 22, 2024 (the date that is 15 months from the closing date of the IPO) (the “Initial Extension”) and on a monthly basis up to nine times from the Amended Date to May 22, 2025 (the date that is 21 months from the closing date of the IPO) by depositing (i) $750,000 into the trust account in accordance with the terms of the Company’s charter for the Initial Extension and (ii) the lesser of (a) $[_] and (b) $[_] into the trust account for each public share that has not been redeemed in accordance with the terms of the Company’s charter for each subsequent one-month extension from the Amended Date to the Extended Date (collectively, the “Trust Amendment Proposal”);

3. To amend the Company’s charter to provide for the right of a holder of the Company’s Class B common stock, par value $0.0001 per share (the “Class B common stock” or the “founder shares”), to convert into shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock” or “public shares”), on a one-for-one basis at any time, and from time to time, prior to the closing of a business combination at the election of the holder (collectively, the “Founder Share Amendment Proposal”); and

4. To approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal, the Trust Amendment Proposal, the Founder Share Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension (collectively, the “Adjournment Proposal”). The Adjournment Proposal will only be presented at the special meeting if there are not sufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, the Trust Amendment Proposal and the Founder Share Amendment Proposal.

Each of the Extension Amendment Proposal, the Trust Amendment Proposal, the Founder Share Amendment Proposal, and the Adjournment Proposal is more fully described in the accompanying proxy statement. The special meeting will be a virtual meeting. You will be able to attend and participate in the special meeting online by visiting [•]. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.

Please see “Questions and Answers about the Special Meeting — How do I attend the special meeting?” for more information.

Currently, our charter provides that if the Company has not consummated its business combination within 9 months from the date of the closing of the IPO (the “Deadline Date”), the Board, may, if requested by the Sponsor, extend the period of time to consummate a business combination up to two times, each by an additional three months, by depositing $750,000 into the Company’s trust account for each three month extension. In the absence of such extension by the Deadline Date, the charter provides that the Company shall, among other things, cease all operations except for the purpose of winding up. The Sponsor attempted to extend the Deadline Date by three months by depositing the extension fee via several wires in May 2024 but some of those wires were not received until after the Deadline Date. Since the full $750,000 required for a three month extension was not deposited into the trust account by the Deadline Date, the attempted extension was defective under the charter (the “Defective Extension Attempt”) and the Company is required under the charter to cease operations except for the purpose of winding-up.

SEC Form PRE 14A filed by 99 Acquisition Group Inc.