Exhibit 10.6


 


ACRI CAPITAL ACQUISITION CORPORATION


13284 Pond Spring Rd, Ste 405.


Austin, Texas 78729


 


June 9, 2022


 


Acri Capital Sponsor LLC


13284 Pond Spring Rd, Ste 405.


Austin, Texas 78729


 


Re: Service Agreement


 


Ladies and Gentlemen:


 


This letter agreement by and between Acri Capital
Acquisition Corporation (the “Company”) and Acri Capital Sponsor LLC (the “Provider”), dated as of the date of
this letter agreement, will confirm our agreement that, commencing on the date the Registration Statement on Form S-1 and prospectus filed
with the U.S. Securities and Exchange Commission (File No.333-263477) (the “Registration Statement”) is declared effective
(the “Effective Date”) and continuing until the earliest of (a) the consummation by the Company of an initial business combination,
(b) the Company’s liquidation and (c) 9 months from the Effective Date (such earliest date hereinafter referred to as the “Termination
Date”) (in the case of clauses (a) and (b), as described in the Registration Statement).


 


(i) The
Provider shall make available, or cause to be made available, to the Company, such administrative and other services as may be reasonably
requested by the Company. In exchange therefor, the Company shall pay to the Provider the sum of $10,000 per month on the Effective Date
and continuing monthly thereafter until the Termination Date, up to $180,000 in the aggregate; and


 


(ii) The
Provider hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising
out of, this letter agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out
of, the trust account established for the benefit of the public stockholders of the Company and into which substantially all of the proceeds
of the Company’s initial public offering will be deposited (the “Trust Account”), and hereby irrevocably waives any
Claim it may have in the future, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other
assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the
Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.


 


This letter agreement constitutes
the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter
hereof or the transactions contemplated hereby.


 


This letter agreement may
not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


No party hereto may assign
either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other
party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign
any interest or title to the purported assignee.


 


Any litigation between the
parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted
pursuant to the laws of the State of New York that apply to contracts made and performed entirely within such State.


 


[Signature Page Follows]


 




     


     


    

 


	 	Very truly yours,
	 	 
	 	ACRI CAPITAL ACQUISITION CORPORATION
	 	 	 
	 	By:	/s/ “Joy” Yi Hua
	 	 	Name:	 “Joy” Yi Hua
	 	 	Title:	 CEO and Chairwoman



 


	Agreed:	 
	 	 
	ACRI CAPITAL SPONSOR LLC	 
	 	 	 
	By:	/s/ “Joy” Yi Hua	 
	 	Name: 	“Joy” Yi Hua	 
	 	Title:	Manager	 


 


[Signature Page to the Services Agreement]