NNAGR / 99 Acquisition Group Inc. - Equity Right - SEC Filings, Annual Report, Proxy Statement

NNAG / 99 Acquisition Group Inc. / Vivaldi Asset Management, LLC - NNAG 13G/A Passive Investment

SC 13G/A 1 schedule13gannag111424.htm NNAG 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* 99 Acquisition Group Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 65445K101 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filin

NNAG / 99 Acquisition Group Inc. / AQR CAPITAL MANAGEMENT LLC - AQR CAPITAL MANAGEMENT LLC Passive Investment

SC 13G/A 1 nnaga1111324.htm AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* 99 Acquisition Group Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 65445K101 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the ap

NNAG / 99 Acquisition Group Inc. / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment

SC 13G/A 1 d794001dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* 99 Acquisition Group Inc (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 65445K101 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Sta

US65445K2006 / 99 Acquisition Group, Inc. / PROPPER KERRY Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* 99 Acquisition Group Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 (Title of Class of Securities) 65445K200 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the a

99 Acquisition Group, Inc. to Liquidate

Exhibit 99.1 99 Acquisition Group, Inc. to Liquidate GAITHERSBURG, MD, Sept. 11, 2024 (GLOBE NEWSWIRE) - 99 Acquisition Group, Inc. (Nasdaq: NNAG) (the “Company”) announced that it will not be able to complete its previously announced business combination with Nava Health MD, Inc. As a result, the Company intends to dissolve and liquidate on or about September 13, 2024. The Company will redeem all

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 11, 2024 Date of Report (Date of earliest event reported) 99 Acquisition

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 11, 2024 Date of Report (Date of earliest event reported) 99 Acquisition Group Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41784 88-2992752 (State or other jurisdiction of incorporation) (Commis

99 Acquisition Group Inc.. 14 Noblewood Ct, Gaithersburg, MD 20878 Telephone: (703) 371-4260 September 13, 2024

99 Acquisition Group Inc.. 14 Noblewood Ct, Gaithersburg, MD 20878 Telephone: (703) 371-4260 September 13, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Jane Park Katherine Bagley Re: 99 Acquisition Group Inc. Withdrawal of Registration Statement on Form S-4 Registration No. 333-277069 Commission File No. 001-4178

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 26, 2024 Date of Report (Date of earliest event reported) 99 Acquisition Group Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41784 88-2992752 (State or other jurisdiction of incorporation) (Commissio

SEC FILE NUMBER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41784 CUSIP NUMBER 65445K101 (Common stock) (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tran

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

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 State

2

Filed by 99 Acquisition Group Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-41784 Subject Company: Nava Health MD, Inc. Benchmark Virtual Healthcare Conference Fireside Chat Nava Health (Bernie Dancel) and Bill Sutherland May 21, 2024 Bill Sutherland: Greetings everybody this is

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41784 99 Acquisition G

Nava Health To Attend 4th Annual Benchmark Virtual Healthcare Conference

Filed by 99 Acquisition Group Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-41784 Subject Company: Nava Health MD, Inc. Nava Health To Attend 4th Annual Benchmark Virtual Healthcare Conference Columbia, MD – May 20, 2024 – Nava Health MD, Inc. (“Nava Health” or “Nava”), a leader

SEC FILE NUMBER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41784 CUSIP NUMBER 65445K101 (Common stock) (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra

Professional Services Agreement, dated April 1, 2022, between Ascend One Corporation and Nava Health MD, Inc.

Exhibit 10.17 PROFESSIONAL SERVICES AGREEMENT This professional services agreement (“Agreement”) is made effective as of April 1, 2022 (the “Effective Date”) by and between Ascend One Corporation, a Maryland corporation (sometimes referred to herein as “Ascend One” and/or the “Supplier”) and Nava Health MD, LLC, formerly known as Nava Management, LLC, a Delaware limited liability company (sometime

Management Services Agreement, dated January 1, 2021, between Nava Health MD, Inc. and Nava Medical.

Exhibit 10.12 MANAGEMENT SERVICES AGREEMENT This MANAGEMENT SERVICES AGREEMENT (“Agreement”) is made effective as of January 1, 2021 (“Effective Date”) by and between: NAVA HEALTH MD, LLC, a Delaware limited liability company (“Manager”), - and - NAVA HEALTH MEDICAL GROUP, LLC, a Maryland limited liability company (“Practice”). BACKGROUND: Practice is a limited liability company engaged in the sal

Membership Transfer Restriction Agreement, dated as of August 31, 20214, between Nava Health MD, Inc. and Dr. C. Douglas Lord.

Exhibit 10.15 MEMBERSHIP TRANSFER RESTRICTION AGREEMENT This MEMBERSHIP TRANSFER RESTRICTION AGREEMENT is made as of August 31, 2014, by and among Integrated Wellness MD, LLC, a Maryland limited liability company (“Integrated”), Nava Management, LLC, a Delaware limited liability company (“Nava”) and Douglas Lord, M.D. (“Physician”). WITNESSETH: WHEREAS, Physician owns membership interests of Integ

Engagement Letter dated November 1, 2023 between Evergreen Advisors Capital, LLC and Nava Health MD, Inc.

Exhibit 10.20 EVERGREEN ADVISORS CAPITAL www.evergreenadvisorsllc.com November 1, 2023 Bernie Dancel Chief Executive Officer NAVA Health & Vitality Center 8880 McGaw Road, Suite B Columbia, Maryland 21045 Dear Bernie: Evergreen Advisors Capital, LLC (“Evergreen”) is pleased to act as Financial Advisor and Investment Banker for Nava Health and Vitality Center (the “Company) in connection with a pot

Amendment to Membership Transfer Restriction Agreement, effective as of January 1, 2021, between Nava Health MD, Inc. and Dr. C. Douglas Lord.

Exhibit 10.16 AMENDMENT TO MEMBERSIDP TRANSFER RESTRICTION AGREEMENT This Amendment is made effective as of January 1, 2021, by and between Nava Health MD, LLC, previously known as Nava Management, LLC (“Manager”); Nava Health Medical Group, LLC, previously known as Integrated Wellness MD, LLC (“Practice”); and Douglas Lord, M.D. (“Physician), and amends that certain Membership Transfer Restrictio

Amendment to Management Services Agreement, effective January 1, 2022, between Nava Health MD, Inc. and Nava Medical.

Exhibit 10.13 AMENDMENT TO MANAGEMENT SERVICES AGREEMENT This Amendment is made effective as of January 1, 2021, by and between Nava Health MD, LLC, previously known as Nava Management, LLC (“Manager”), and Nava Health Medical Group, LLC, previously known as Integrated Wellness MD, LLC (“Practice”), and amends that certain Management Services Agreement between the parties dated January 1, 2021, as

Consulting Agreement, dated as of April 12, 2022, by and between Douglas Lord, M.D. and Nava Health MD, Inc.

Exhibit 10.19 Consulting Agreement Nava Health MD, LLC (formerly known as Nava Management, LLC) and Douglas Lord, M.D. This Consulting Agreement (“Agreement”) is made and entered into as of April 12, 2022 by and between Douglas Lord, M.D., with an address at 15814 Thistlebridge Dr, Rockville MD 20853, (“Consultant”) and Nava Health MD, LLC (formerly known as Nava Management, LLC), with an address

Second Amendment to Management Services Agreement, effective September 2022, between Nava Health MD, Inc. and Nava Medical.

Exhibit 10.14 SECOND AMENDMENT TO MANAGEMENT SERVICES AGREEMENT This Amendment to Management Services Agreement (this “Amendment”) is made effective as of September , 2022, by and between Nava Health MD, LLC (“Manager”), and Nava Health Medical Group, LLC (“Practice”), and amends that certain Management Services Agreement between the parties dated January 1, 2021, as previously amended (the “Agree

First Amendment to Professional Services Agreement, effective September 2022, between Ascend One Corporation and Nava Health MD, Inc.

Exhibit 10.18 FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT This FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (this “Amendment”) is made as of September , 2022, by and between Ascend One Corporation, a Maryland corporation (“Ascend One”) and Nava Health MD, LLC, a Delaware limited liability company (“Nava”). RECITALS WHEREAS, Ascend One and Nava are parties to that certain Professional

As filed with the Securities and Exchange Commission on April 26, 2024

As filed with the Securities and Exchange Commission on April 26, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41784 99 ACQUISITION GROUP INC.

99 Acquisition Group Inc. Clawback Policy

Exhibit 97.1 99 ACQUISITION GROUP INC. (the “Company”) CLAWBACK POLICY Introduction The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopt

Description of Securities

Exhibit 4.7 DESCRIPTION OF SECURITIES Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 100,000,000 shares of Class A common stock, $0.0001 par value, 10,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description summarizes the material terms

SEC FILE NUMBER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41784 CUSIP NUMBER 65445K101 (Common stock) (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐

Executive Overview Live Life at Your 100% 2023 This presentation is being furnished solely for the purpose of considering a potential transaction involving 99 Acquisition Group, Inc . (“NNAG”) and Nava Health MD, Inc . (“Nava”) . By accepting this pr

Exhibit 99.2 Executive Overview Live Life at Your 100% 2023 This presentation is being furnished solely for the purpose of considering a potential transaction involving 99 Acquisition Group, Inc . (“NNAG”) and Nava Health MD, Inc . (“Nava”) . By accepting this presentation, the recipient acknowledges and agrees that all of the information contained herein is confidential, that the recipient will d

Parent Support Agreement, dated February 12, 2024, by and between 99 Acquisition Sponsor LLC, Nava Health MD, Inc. and 99 Acquisition Group Inc.

Exhibit 10.2 SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT, dated as of February 12, 2024 (this “Sponsor Support Agreement”), is entered into by and among 99 Acquisition Group Inc., a Delaware corporation (“Parent”), 99 Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and Nava Health MD, Inc., a Maryland corporation (the “Company”). Capitalized terms used b

Form of Non-Competition and Non-Solicitation Agreement by and between Bernaldo Dancel and 99 Acquisition Group Inc.

Exhibit 10.6 FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of February 12, 2024, by Bernaldo Dancel (the “Subject Party”) in favor of and for the benefit of 99 Acquisition Group Inc., a Delaware corporation (including any successor entity thereto, the “Parent”), Nava Health MD, Inc.,

US65445K2006 / 99 Acquisition Group, Inc. / PROPPER KERRY Passive Investment

SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* 99 Acquisition Group Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 (Title of Class of Securities) 65445K200 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the app

NNAG / 99 Acquisition Group Inc. / AQR CAPITAL MANAGEMENT LLC - AQR CAPITAL MANAGEMENT LLC Passive Investment

SC 13G 1 nnag21424.htm AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 99 Acquisition Group Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 65445K101 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat

Voting Agreement, dated February 12, 2024, by and between Ascend One Corporation, 99 Acquisition Group Inc. and the other parties named therein.

Exhibit 10.5 VOTING AGREEMENT This Voting Agreement (this “Agreement”) is made as of February 12, 2024, by and among 99 Acquisition Group Inc., a Delaware corporation (the “Parent”), 99 Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and each of the individuals and entities set forth on the signature page hereto (each a “Voting Party” and collectively, the “Voting Pa

Voting Agreement, dated February 12, 2024, by and between Ascend One Corporation, 99 Acquisition Group Inc. and the other parties named therein.

Exhibit 10.5 VOTING AGREEMENT This Voting Agreement (this “Agreement”) is made as of February 12, 2024, by and among 99 Acquisition Group Inc., a Delaware corporation (the “Parent”), 99 Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and each of the individuals and entities set forth on the signature page hereto (each a “Voting Party” and collectively, the “Voting Pa

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 12, 2024 Date of Report (Date of earliest event reported) 99 Acquisition Group Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41784 88-2992752 (State or other jurisdiction of incorporation) (Commiss

Parent Support Agreement, dated February 12, 2024, by and between 99 Acquisition Sponsor LLC, Nava Health MD, Inc. and 99 Acquisition Group Inc.

Exhibit 10.2 SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT, dated as of February 12, 2024 (this “Sponsor Support Agreement”), is entered into by and among 99 Acquisition Group Inc., a Delaware corporation (“Parent”), 99 Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and Nava Health MD, Inc., a Maryland corporation (the “Company”). Capitalized terms used b

Merger Agreement, dated February 12, 2024, by and among 99 Acquisition Group Inc., Nava Health MD, Inc., and NNAG Merger Sub, Inc.

Exhibit 2.1 MERGER AGREEMENT dated February 12, 2024 by and among Nava Health MD, Inc., as the Company, 99 Acquisition Group Inc., as Parent, NNAG Merger Sub, Inc., as Merger Sub, and Bernaldo Dancel, as the Securityholder Representative. TABLE OF CONTENTS Page ARTICLE I DEFINITIONS A-2 1.1 Definitions A-2 1.2 Construction A-16 ARTICLE II MERGER A-16 2.1 Merger A-16 2.2 Merger Effective Time A-17

Filing Fee Calculation Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) 99 ACQUISITION GROUP, INC.

Company Support Agreement, dated February 12, 2024, by and between Ascend One Corporation, Nava Health MD, Inc. and the other parties named therein.

Exhibit 10.1 COMPANY SUPPORT AGREEMENT This COMPANY SUPPORT AGREEMENT, dated as of February 12, 2024 (this “Company Support Agreement”), is entered into by and among the stockholders named on the signature pages hereto (each, a “Stockholder”), Nava Health MD, Inc., a Maryland corporation (the “Company”), and 99 Acquisition Group Inc., a Delaware corporation (“Parent”). Capitalized terms used but n

Company Lock-Up Agreement, dated February 12, 2024, by and between Ascend One Corporation, Nava Health MD, Inc. and the directors and officers of Nava Health MD, Inc.

Exhibit 10.4 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of February 12, 2024, by and among the undersigned (the “Holder”), 99 Acquisition Group Inc., a Delaware corporation (“Parent”), and Nava Health MD, Inc., a Maryland corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement

Form of Non-Competition and Non-Solicitation Agreement by and between Bernaldo Dancel and 99 Acquisition Group Inc.

Exhibit 10.6 FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of February 12, 2024, by Bernaldo Dancel (the “Subject Party”) in favor of and for the benefit of 99 Acquisition Group Inc., a Delaware corporation (including any successor entity thereto, the “Parent”), Nava Health MD, Inc.,

Company Lock-Up Agreement, dated February 12, 2024, by and between Ascend One Corporation, Nava Health MD, Inc. and the directors and officers of Nava Health MD, Inc.

Exhibit 10.4 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of February 12, 2024, by and among the undersigned (the “Holder”), 99 Acquisition Group Inc., a Delaware corporation (“Parent”), and Nava Health MD, Inc., a Maryland corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement

Company Support Agreement, dated February 12, 2024, by and between Ascend One Corporation, Nava Health MD, Inc. and the other parties named therein.

Exhibit 10.1 COMPANY SUPPORT AGREEMENT This COMPANY SUPPORT AGREEMENT, dated as of February 12, 2024 (this “Company Support Agreement”), is entered into by and among the stockholders named on the signature pages hereto (each, a “Stockholder”), Nava Health MD, Inc., a Maryland corporation (the “Company”), and 99 Acquisition Group Inc., a Delaware corporation (“Parent”). Capitalized terms used but n

Form of Registration Rights Agreement by and between 99 Acquisition Group Inc. and the parties named therein.

Exhibit 10.3 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement” ) is entered into as of [ ], 2024, by and among 99 Acquisition Group Inc., a Delaware corporation (the “Company”), certain stockholders of Nava Health MD, Inc., a Maryland corporation (“Nava”), listed on the signature page hereto (the “Nava Investors”), and the Founder Holders (as defined below,

Form of Registration Rights Agreement by and between 99 Acquisition Group Inc. and the parties named therein.

Exhibit 10.3 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement” ) is entered into as of [ ], 2024, by and among 99 Acquisition Group Inc., a Delaware corporation (the “Company”), certain stockholders of Nava Health MD, Inc., a Maryland corporation (“Nava”), listed on the signature page hereto (the “Nava Investors”), and the Founder Holders (as defined below,

Merger Agreement, dated February 12, 2024, by and among 99 Acquisition Group Inc., Nava Health MD, Inc., and NNAG Merger Sub, Inc.

Exhibit 2.1 MERGER AGREEMENT dated February 12, 2024 by and among Nava Health MD, Inc., as the Company, 99 Acquisition Group Inc., as Parent, NNAG Merger Sub, Inc., as Merger Sub, and Bernaldo Dancel, as the Securityholder Representative. TABLE OF CONTENTS Page ARTICLE I DEFINITIONS A-2 1.1 Definitions A-2 1.2 Construction A-16 ARTICLE II MERGER A-16 2.1 Merger A-16 2.2 Merger Effective Time A-17

NNAG / 99 Acquisition Group Inc. / Vivaldi Asset Management, LLC Passive Investment

SC 13G 1 schedule13gnnag21424.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* 99 Acquisition Group Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 65445K101 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement

Executive Overview Live Life at Your 100% 2023 This presentation is being furnished solely for the purpose of considering a potential transaction involving 99 Acquisition Group, Inc . (“NNAG”) and Nava Health MD, Inc . (“Nava”) . By accepting this pr

Exhibit 99.2 Executive Overview Live Life at Your 100% 2023 This presentation is being furnished solely for the purpose of considering a potential transaction involving 99 Acquisition Group, Inc . (“NNAG”) and Nava Health MD, Inc . (“Nava”) . By accepting this presentation, the recipient acknowledges and agrees that all of the information contained herein is confidential, that the recipient will d

Nava HEALTH MD, Inc. AND 99 ACQUISITION GROUP, INC. ANNOUNCE MERGER AGREEMENT FOR NAVA HEALTH TO BECOME A PUBLICLY TRADED ENTITY

Exhibit 99.1 Nava HEALTH MD, Inc. AND 99 ACQUISITION GROUP, INC. ANNOUNCE MERGER AGREEMENT FOR NAVA HEALTH TO BECOME A PUBLICLY TRADED ENTITY ● Nava Health MD, Inc. (“Nava Health”) has entered into a definitive merger agreement with 99 Acquisition Group, Inc. (NASDAQ: NNAG) ● Nava Health is an emerging innovator providing integrative, functional, preventative, and regenerative healthcare ● Nava He

As filed with the Securities and Exchange Commission on February 14, 2024

As filed with the Securities and Exchange Commission on February 14, 2024 Registration No.

Nava HEALTH MD, Inc. AND 99 ACQUISITION GROUP, INC. ANNOUNCE MERGER AGREEMENT FOR NAVA HEALTH TO BECOME A PUBLICLY TRADED ENTITY

Exhibit 99.1 Nava HEALTH MD, Inc. AND 99 ACQUISITION GROUP, INC. ANNOUNCE MERGER AGREEMENT FOR NAVA HEALTH TO BECOME A PUBLICLY TRADED ENTITY ● Nava Health MD, Inc. (“Nava Health”) has entered into a definitive merger agreement with 99 Acquisition Group, Inc. (NASDAQ: NNAG) ● Nava Health is an emerging innovator providing integrative, functional, preventative, and regenerative healthcare ● Nava He

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 12, 2024 Date of Report (Date of earliest event reported) 99 Acquisition G

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 12, 2024 Date of Report (Date of earliest event reported) 99 Acquisition Group Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41784 88-2992752 (State or other jurisdiction of incorporation) (Commiss

NNAG / 99 Acquisition Group Inc. / PERISCOPE CAPITAL INC. - SC 13G Passive Investment

SC 13G 1 d774054dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* 99 Acquisition Group Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 65445K101 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement

NNAG / 99 Acquisition Group Inc. / Bulldog Investors, LLP Passive Investment

SC 13G 1 fp0087035-1sc13g.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 99 Acquisition Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 65445K101 (CUSIP Number) 12/31/2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

Exhibit A: Agreement to make joint filings.

EX-7.A 2 fp0087035-1ex7a.htm Exhibit A: Agreement to make joint filings. Agreement made as of the 1st day of February 2024, by and among Bulldog Investors, LLP, Phillip Goldstein and Andrew Dakos. WHEREAS, Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 provides that whenever two or more persons are required to file a statement containing the information required by Schedule 13G with re

JOINT FILING AGREEMENT

EX-99.1 SCHEDULE 13G CUSIP No. 65445K200 Page 11 of 11 Pages EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of 99 Acquisition Group Inc. dated as of January 31, 2024, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to a

US65445K2006 / 99 Acquisition Group, Inc. / Harraden Circle Investments, LLC - SC 13G/A Passive Investment

SC 13G/A 1 d716552dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* 99 Acquisition Group Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 65445K200 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Sta

NNAG / 99 Acquisition Group Inc. / Wealthspring Capital LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 99 Acquisition Group Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 65445K101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

Joint Filing Agreement, dated as of January 10, 2024 by and among Wealthspring Capital LLC and Matthew Simpson.

EX-99.1 2 ea191417ex99-199acquisition.htm JOINT FILING AGREEMENT, DATED AS OF JANUARY 10, 2024 BY AND AMONG WEALTHSPRING CAPITAL LLC AND MATTHEW SIMPSON Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41784 99 Acquisiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41784 99 Acquisition Gr

Financial Statements and Exhibits, Other Events

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 22, 2023 Date of Report (Date of earliest event reported) 99 Acquisition Group Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41784 88-2992752 (State or other jurisdiction of incorporation) (Commissio

99 ACQUISITION GROUP INC. INDEX TO FINANCIAL STATEMENTS

Exhibit 99.1 99 ACQUISITION GROUP INC. INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 206) F-2 Financial Statements (Audited): Balance Sheet as of August 22, 2023 F-3 Notes to Financial Statements F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of 99 Acquisition Group Inc. Opinion on t

JOINT FILING AGREEMENT

EX-99.1 2 d547504dex991.htm EX-99.1 EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of 99 Acquisition Group Inc. dated as of August 24, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the p

Harraden Circle Investments, LLC - SC 13G

SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* 99 Acquisition Group Inc. 65445K200 (CUSIP Number) August 16, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☐ Rule 13d-1(b) ☒ Rule 13d-1(c) ☐ Rule 13d-1(d) *

Indemnity Agreements, Each dated as of August 17, 2023, by and between the Registrant and Each of the officers and directors of the Registrant (incorporated by reference to Exhibit 10.4 to NNAG’s Current Report on Form 8-K filed with the SEC on August 23, 2023).

Exhibit 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 17, 2023, by and between 99 ACQUISITION GROUP INC., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate

99 Acquisition Group Inc. Announces Closing of $75,000,000 Initial Public Offering

Exhibit 99.2 99 Acquisition Group Inc. Announces Closing of $75,000,000 Initial Public Offering GAITHERSBURG, MD, Aug. 22, 2023 – 99 Acquisition Group Inc. (the “Company”) announced today the closing of its initial public offering of 7,500,000 units at $10.00 per unit. The units are listed on Nasdaq Global Market (“Nasdaq”) and began trading on August 18, 2023, under the ticker symbol “NNAGU”. Eac

Rights Agreement, dated August 17, 2023, by and between the Company and Continental Stock Transfer & Trust Company.

Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 17, 2023, is made and entered into by and among 99 Acquisition Group Inc., a Delaware corporation (the “Company”), 99 Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto (the “Investors” and tog

Registration Rights Agreement, dated August 17, 2023, by and among 99 Acquisition Group Inc. and certain security holders named therein (incorporated by reference to Exhibit 10.3 to NNAG’s Current Report on Form 8-K filed with the SEC on August 23, 2023).

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 17, 2023, is made and entered into by and among 99 Acquisition Group Inc., a Delaware corporation (the “Company”), 99 Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto (the “Investors” and to

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 17, 2023 Date of Report (Date of earliest event reported) 99 Acquisition Group Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41784 88-2992752 (State or other jurisdiction of incorporation) (Commissio

Underwriting Agreement, dated August 17, 2023, by and between the Company and EF Hutton, division of Benchmark Investments.

Exhibit 1.1 Execution Version 7,500,000 Units 99 Acquisition Group Inc. UNDERWRITING AGREEMENT August 17, 2023 99 Acquisition Group Inc. 14 Noblewood Ct. Gaithersburg, MD 20878 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto The undersigned, 99 Acquisition Group Inc., a newly

Administrative Support Agreement, dated August 17, 2023, by and between 99 Acquisition Group Inc. and the Sponsor (incorporated by reference to Exhibit 10.6 to NNAG’s Current Report on Form 8-K filed with the SEC on August 23, 2023).

Exhibit 10.6 99 ACQUISITION GROUP INC. 14 Noblewood Ct, Gaithersburg, MD 20878 August 17, 2023 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of 99 Acquisition Group Inc. (the “Company”) and continuing

Letter Agreement, dated August 17, 2023, by and among 99 Acquisition Group Inc. and its officers, directors and the Sponsor (incorporated by reference to Exhibit 10.1 to NNAG’s Current Report on Form 8-K filed with the SEC on August 23, 2023).

Exhibit 10.1 August 17, 2023 99 Acquisition Group Inc. 14 Noblewood Ct, Gaithersburg, MD 20878 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between 99 Acquisition Group Inc., a Delaware corporation (the “Company”), and EF Hutton, divi

Subscription Agreement, dated August 17, 2023, by and between the Company and 99 Acquisition Sponsor LLC.

Exhibit 10.5 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 17, 2023 (as it may from time to time be amended, this “Agreement”), is entered into by and between 99 Acquisition Group Inc., a Delaware corporation (the “Company”) and 99 Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the Com

Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.1 to NNAG’s Current Report on Form 8-K filed with the SEC on August 23, 2023).

Exhibit 4.1 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of August 17, 2023 between 99 Acquisition Group Inc., a Delaware corporation, with offices at 14 Noblewood Ct, Gaithersburg, MD 20878 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“War

99 Acquisition Group Inc. Announces Pricing of $75,000,000 Initial Public Offering

Exhibit 99.1 99 Acquisition Group Inc. Announces Pricing of $75,000,000 Initial Public Offering Gaithersburg, MD – August 17, 2023 – 99 Acquisition Group Inc. (the “Company”) announced today that it priced its initial public offering of 7,500,000 units at $10.00 per unit. The units will be listed on Nasdaq Global Market (“Nasdaq”) and are expected to begin trading tomorrow, August 18, 2023, under

Amended and Restated Certificate of Incorporation of 99 Acquisition Group Inc. (incorporated by reference to Exhibit 3.1 to NNAG’s Current Report on Form 8-K filed with the SEC on August 23, 2023).

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF 99 ACQUISITION GROUP INC. August 17, 2023 99 Acquisition Group Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “99 Acquisition Group Inc. The original certificate of incorporation of the Corporation was filed with

Investment Management Trust Agreement, dated August 17, 2023, by and between 99 Acquisition Group Inc. and Continental Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 10.2 to NNAG’s Current Report on Form 8-K filed with the SEC on August 23, 2023).

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 17, 2023, by and between 99 Acquisition Group Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-2699

$75,000,000 99 Acquisition Group Inc. 7,500,000 Units

Filed Pursuant to Rule 424(b)(4) Registration No.: 333-269923 PROSPECTUS $75,000,000 99 Acquisition Group Inc. 7,500,000 Units 99 Acquisition Group Inc. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to through

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 99 ACQUISITION GROUP INC. (Exact Name of Regist

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 99 ACQUISITION GROUP INC.

* * * [Signature Page Follows]

August 11, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.

99 Acquisition Group Inc. 14 Noblewood Ct, Gaithersburg, MD 20878

99 Acquisition Group Inc. 14 Noblewood Ct, Gaithersburg, MD 20878 August 11, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Washington, D.C. 20549 Attention: Stacie Gorman & David Link RE: 99 Acquisition Group Inc. (the “Company”) Registration Statement on Form S-1, as amended (File No. 333-269923) (the “Registration Statement”) Reque

Form of Letter Agreement among the Registrant and our officers, directors and 99 Acquisition Sponsor LLC

Exhibit 10.1 , 2023 99 Acquisition Group Inc. 14 Noblewood Ct, Gaithersburg, MD 20878 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between 99 Acquisition Group Inc., a Delaware corporation (the “Company”), and EF Hutton, division of B

Via Edgar

david j. levine Partner 345 Park Avenue New York, NY 10154 Direct 212.407.4923 Main 212.407.4000 Fax 212.937.3943 [email protected] Via Edgar July 18, 2023 Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Stacie Gorman David Link Re: 99 Acquisition Group Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed May 15, 2

Form of Registration Rights Agreement between the Registrant and certain security holders

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [], 2023, is made and entered into by and among 99 Acquisition Group Inc., a Delaware corporation (the “Company”), 99 Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto (the “Investors” and together

Form of Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant

Exhibit 4.5 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2023 between 99 Acquisition Group Inc., a Delaware corporation, with offices at 14 Noblewood Ct, Gaithersburg, MD 20878 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant A

As filed with the Securities and Exchange Commission on July 18, 2023

As filed with the Securities and Exchange Commission on July 18, 2023 Registration No.

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [], 2023, by and between 99 Acquisition Group Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-269923 (the

Form of Private Placement Warrants Purchase Agreement between the Registrant and 99 Acquisition Sponsor LLC

Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [], 2023 (as it may from time to time be amended, this “Agreement”), is entered into by and between 99 Acquisition Group Inc., a Delaware corporation (the “Company”) and 99 Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the Company in

Form of Underwriting Agreement

Exhibit 1.1 8,000,000 Units 99 Acquisition Group Inc. UNDERWRITING AGREEMENT [●], 2023 99 Acquisition Group Inc. 14 Noblewood Ct. Gaithersburg, MD 20878 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto The undersigned, 99 Acquisition Group Inc., a newly formed blank check compa

As filed with the Securities and Exchange Commission on May 15, 2023

As filed with the Securities and Exchange Commission on May 15, 2023 Registration No.

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david j. levine Partner 345 Park Avenue New York, NY 10154 Direct 212.407.4923 Main 212.407.4000 Fax 212.937.3943 [email protected] Via Edgar May 15, 2023 Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Stacie Gorman David Link Re: 99 Acquisition Group Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed April 6, 2

Securities Subscription Agreement dated August 16, 2022 between the Registrant and 99 Acquisition Sponsor LLC*

Exhibit 10.5 SUBSCRIPTION AGREEMENT TO: The Directors of 99 Acquisition Group Inc. (the “Company”). The undersigned hereby subscribes for 2,156,250 shares of common stock (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay $25,000 to the Company. We agree to take the Shares subject to the Certificate of Incorporation and

Form of Compensation Committee Charter*

EX-99.2 23 fs12023a1ex99-299acquis.htm FORM OF COMPENSATION COMMITTEE CHARTER Exhibit 99.2 99 ACQUISITION GROUP INC. COMPENSATION COMMITTEE CHARTER I. Purpose The Compensation Committee (the “Committee”) of the Board of Directors of 99 Acquisition Group Inc., a Delaware corporation (the “Company”), shall have responsibility for the compensation of the Company’s executive officers, including the Co

Code of Ethics of 99 Acquisition Group Inc. (incorporated by reference to Exhibit 14 to NNAG’s Registration Statement on Form S-1 filed with the SEC on July 19, 2023).

EX-14 20 fs12023a1ex1499acquis.htm FORM OF CODE OF ETHICS Exhibit 14 CODE OF ETHICS 1. Introduction The Board of Directors of 99 Acquisition Group Inc. (the “Company”) has adopted this code of ethics (the “Code”), to ● promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; ● promote the full, f

Form of Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant

Exhibit 4.5 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2023 between 99 Acquisition Group Inc., a Delaware corporation, with offices at 14 Noblewood Ct, Gaithersburg, MD 20878 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant A

Form of Private Placement Warrants Purchase Agreement between the Registrant and 99 Acquisition Sponsor LLC

Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [], 2023 (as it may from time to time be amended, this “Agreement”), is entered into by and between 99 Acquisition Group Inc., a Delaware corporation (the “Company”) and 99 Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the Company in

Form of Indemnity Agreement*

EX-10.7 19 fs12023a1ex10-799acquis.htm FORM OF INDEMNITY AGREEMENT Exhibit 10.7 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2023, by and between 99 ACQUISITION GROUP INC., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, o

Form of Amended and Restated Certificate of Incorporation*

EX-3.2 4 fs12023a1ex3-299acquis.htm FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF 99 ACQUISITION GROUP INC. [●], 2023 99 Acquisition Group Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “99 Acq

Form of Audit Committee Charter*

Exhibit 99.1 99 ACQUISITION GROUP INC. AUDIT COMMITTEE CHARTER I. Purpose The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of 99 Acquisition Group Inc., a Delaware corporation (the “Company”), shall provide assistance to the Board in fulfilling its legal and fiduciary obligations to oversee: (a) the integrity of the financial statements and other financial information

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to NNAG’s Registration Statement on Form S-1 filed with the SEC on July 19, 2023).

EX-4.1 6 fs12023a1ex4-199acquis.htm SPECIMEN UNIT CERTIFICATE Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS 99 ACQUISITION GROUP INC. CUSIP [] UNITS CONSISTING OF ONE SHARE OF COMMON STOCK, ONE RIGHT AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one share of common stock, par value $0.0001 per share

Form of Registration Rights Agreement between the Registrant and certain security holders

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [], 2023, is made and entered into by and among 99 Acquisition Group Inc., a Delaware corporation (the “Company”), 99 Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto (the “Investors” and together

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [], 2023, by and between 99 Acquisition Group Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-269923 (the

Promissory Note, dated August 16, 2022, issued to 99 Acquisition Sponsor LLC*

EX-10.2 14 fs12023a1ex10-299acquis.htm PROMISSORY NOTE, DATED AUGUST 16, 2022, ISSUED TO 99 ACQUISITION SPONSOR LLC Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UN

Form of Rights Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant*

EX-4.6 11 fs12023a1ex4-699acquis.htm FORM OF RIGHTS AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY, LLC AND THE REGISTRANT Exhibit 4.6 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of , 2023, by and between 99 Acquisition Group Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Rights Agent

Bylaws of 99 Acquisition Group Inc. (incorporated by reference to Exhibit 3.3 filed with NNAG’s registration statement on Form S-1 filed by the Registrant on July 19, 2023).

EX-3.3 5 fs12023a1ex3-399acquis.htm BY LAWS Exhibit 3.3 BY LAWS OF 99 ACQUISITION GROUP INC. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as

Power of Attorney (included on the signature page)*

As filed with the Securities and Exchange Commission on April 6, 2023 Registration No.

Form of Right (incorporated by reference to Exhibit 4.4 to NNAG’s Registration Statement on Form S-1 filed with the SEC on July 19, 2023).

Exhibit 4.4 Form of Right NUMBER RIGHTS 99 ACQUISITION GROUP INC. INCORPORATED UNDER THE LAWS OF DELAWARE RIGHT SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] THIS CERTIFIES THAT, for value received, is the registered holder of a right or rights (each, a “Right”) to automatically receive one-fifth of one share of Class A common stock, $0.0001 par value (“Common Stock”), of 99 Acquisition Group Inc.

Specimen Class A Common Stock Certificate. (incorporated by reference to Exhibit 4.2 to NNAG’s Registration Statement on Form S-1 filed with the SEC on July 19, 2023).

EX-4.2 7 fs12023a1ex4-299acquis.htm SPECIMEN CLASS A COMMON STOCK CERTIFICATE Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 12520A 103 99 ACQUISITION GROUP INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF 99

Form of Underwriting Agreement

Exhibit 1.1 8,000,000 Units 99 Acquisition Group Inc. UNDERWRITING AGREEMENT [●], 2023 99 Acquisition Group Inc. 14 Noblewood Ct. Gaithersburg, MD 20878 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto The undersigned, 99 Acquisition Group Inc., a newly formed blank check compa

Certificate of Incorporation*

EX-3.1 3 fs12023a1ex3-199acquis.htm CERTIFICATE OF INCORPORATION Exhibit 3.1 Delaware The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “99 ACQUISITION GROUP INC.”, FILED IN THIS OFFICE ON THE FOURTEENTH DAY OF JUNE, A.D. 2022, AT 5:57 O’CLOCK P.M. 6856764 8100 Authent

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to NNAG’s Registration Statement on Form S-1 filed with the SEC on July 19, 2023).

EX-4.3 8 fs12023a1ex4-399acquis.htm SPECIMEN WARRANT CERTIFICATE Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW 99 ACQUISITION GROUP INC. Incorporated Under the Laws of the State of Delaware CUSIP [] Warrant Certificate This Warrant Cert

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david j. levine Partner 345 Park Avenue New York, NY 10154 Direct 212.407.4923 Main 212.407.4000 Fax 212.937.3943 [email protected] Via Edgar April 6, 2023 Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Stacie Gorman David Link Re: 99 Acquisition Group Inc. Registration Statement on Form S-1 Filed February 22, 2023 File No. 3

Form of Letter Agreement among the Registrant and our officers, directors and 99 Acquisition Sponsor LLC

Exhibit 10.1 , 2023 99 Acquisition Group Inc. 14 Noblewood Ct, Gaithersburg, MD 20878 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between 99 Acquisition Group Inc., a Delaware corporation (the “Company”), and EF Hutton, division of B

As filed with the Securities and Exchange Commission on February 22, 2023

As filed with the Securities and Exchange Commission on February 22, 2023 Registration No.

Filing fee table*

EX-FILING FEES 3 fs12023ex-fee99acquisition.htm FILING FEE TABLE Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) 99 Acquisition Group Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1)(2) Proposed Maximum Offering Price Per Unit Maximum Aggregate

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david j. levine Partner 345 Park Avenue New York, NY 10154 Direct 212.407.4923 Main 212.407.4000 Fax 212.937.3943 [email protected] Via Edgar February 22, 2023 Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Stacie Gorman David Link Re: 99 Acquisition Group Inc. Draft Registration Statement on Form S-1 Submitted December 1, 20

Confidentially submitted to the U.S. Securities and Exchange Commission on December 1, 2022. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly co

DRS 1 filename1.htm Confidentially submitted to the U.S. Securities and Exchange Commission on December 1, 2022. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION ST