Foxx Development Holdings Inc
For the period ended Jun 30, 2024. Filed Oct 24, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Oct 24, 2024
FOXX$1.50-6.3%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
(a) Financial Statements:
| (1) | The financial statements required to be included in this Annual Report on Form 10-K are included in Item 8 therein. |
| (2) | All supplemental schedules have been omitted since the information is either included in the financial statements or the notes thereto or they are not required or are not applicable. |
(b) Exhibits
The following exhibits are filed as part of this Annual Report on Form 10-K. Where such filing is made by incorporation by reference to a previously filed document, such document is identified.
| Exhibit No. | Description |
| 2.1 | Business Combination Agreement, dated as of February 18, 2024, by and among ACAC, Purchaser, Merger Sub, and Foxx (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed by ACAC with the SEC on February 20, 2024) |
| 2.2 | Amendment to Business Combination Agreement, dated as of May 31, 2024, by and among ACAC, the Registrant, Merger Sub and Foxx (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed by ACAC with the SEC on June 3, 2024) |
| 3.1 | Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-4 filed with the SEC on July 19, 2024). |
| 3.2 | Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on October 2, 2024). |
| 3.3 | Bylaws of Foxx Development Holdings Inc. (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K filed with the SEC on October 2, 2024). |
| 4.1 | Warrant Agreement, dated June 9, 2022, between the Registrant and VStock Transfer, LLC, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by ACAC with the SEC on June 14, 2022). |
| 4.2 | Warrant Assumption Agreement, dated September 25, 2024, between the Registrant and VStock Transfer, LLC, as warrant agent (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed with the SEC on October 2, 2024). |
| 4.3 | Description of Securities of the Registrant. |
| 10.1 | Promissory Note, dated January 20, 2022, issued by ACAC to Acri Capital Sponsor LLC (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1 filed by ACAC with the SEC on March 11, 2022). |
| 10.2 | Letter Agreement, dated June 9, 2022, among ACAC and certain security holders (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by ACAC with the SEC on June 14, 2022). |
| 10.3 | Amendment to the Letter Agreement of June 9, 2022, entered between ACAC, Sponsor, and directors of ACAC, dated November 18, 2022 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by ACAC with the SEC on November 18, 2022). |
| 10.4 | Amended & Restated Investment Management Trust Agreement, dated June 9, 2022, between ACAC and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by ACAC with the SEC on June 14, 2022). |
| 10.5 | Amendment to the June 9, 2022 Amended & Restated Investment Management Trust Agreement, dated July 12, 2023, between ACAC and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by ACAC with the SEC on July 12, 2023). |
| 10.6 | Registration Rights Agreement, dated June 9, 2022, among ACAC, certain security holders (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by ACAC with the SEC on June 14, 2022). |
| 10.7 | Securities Subscription Agreement between ACAC and Acri Capital Sponsor LLC, dated February 4, 2022 (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 filed by ACAC with the SEC on March 11, 2022). |
| 10.8 | Private Placement Warrants Purchase Agreement, dated June 9, 2022, between ACAC and Acri Capital Sponsor LLC (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by ACAC with the SEC on June 14, 2022). |
| 10.9 | Form of Indemnity Agreements, dated June 9, 2022, between ACAC and each of its directors and officers (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by ACAC with the SEC on June 14, 2022). |
| 10.10 | Administrative Services Agreement, dated June 9, 2022, between ACAC and Acri Capital Sponsor LLC (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed by ACAC with the SEC on June 14, 2022). |
| 10.11 | Form of Independent Director Offer Letter, dated March 8, 2022, among Sponsor, and certain directors and officers of ACAC (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-1 filed by ACAC with the SEC on March 11, 2022). |
| 10.12 | Working Capital Note, dated December 5, 2023, between Acri Capital Sponsor LLC and ACAC (incorporated by reference to Exhibit 10.12 to the Form 10-K filed by ACAC with the SEC on March 22, 2024). |
| 10.13 | Form of Extension Note, between Acri Capital Sponsor LLC and ACAC ((incorporated by reference to Exhibit 10.13 to the Form 10-K filed by ACAC with the SEC on March 22, 2024). |
| 10.14 | Foxx Support Agreement, dated as of February 18, 2024, by and among ACAC, and certain Foxx Stockholders (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by ACAC with the SEC on February 20, 2024). |
| 10.15 | Sponsor Support Agreement, dated as of February 18, 2024, by and among ACAC, Foxx, and Acri Capital Sponsor LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by ACAC with the SEC on February 20, 2024). |
| 10.16 | Promissory Note 1 from Foxx to New Bay Capital Limited, dated June 21, 2023, as converted by Conversion Notice, dated February 18, 2024 and Interest Conversion Notice, dated September 25, 2024 (incorporated by reference to Exhibit 10.16 to the Current Report on Form 8-K filed with the SEC on October 2, 2024). |
| 10.17 | Securities Purchase Agreement, by and between Foxx and New Bay Capital Limited, dated June 21, 2023 (incorporated by reference to Exhibit 10.17 to the Current Report on Form 8-K filed with the SEC on October 2, 2024). |
| 10.18 | Promissory Note 2 from Foxx to New Bay Capital Limited, dated December 21, 2023, as converted by Conversion Notice, dated February 18, 2024 and Interest Conversion Notice, dated September 25, 2024 (incorporated by reference to Exhibit 10.18 to the Current Report on Form 8-K filed with the SEC on October 2, 2024). |
| 10.19 | Securities Purchase Agreement, by and between Foxx and New Bay Capital Limited, dated December 21, 2023 (incorporated by reference to Exhibit 10.19 to the Current Report on Form 8-K filed with the SEC on October 2, 2024). |
| 10.20 | Amendment to Convertible Note Agreement, dated March 15, 2024, by and between Foxx and New Bay Capital Limited (incorporated by reference to Exhibit 10.20 to the Current Report on Form 8-K filed with the SEC on October 2, 2024). |
| 10.21 | Promissory Note 3 by Foxx to New Bay Capital Limited, dated March 15, 2024, as converted by Conversion Notice, dated 25, 2024 (incorporated by reference to Exhibit 10.21 to the Current Report on Form 8-K filed with the SEC on October 2, 2024). |
| 10.22 | Securities Purchase Agreement, by and between Foxx and New Bay Capital Limited, dated March 15, 2024 (incorporated by reference to Exhibit 10.22 to the Current Report on Form 8-K filed with the SEC on October 2, 2024). |
| 10.23 | Promissory Note by Foxx to BR Technologies Pte. Ltd., dated September 12, 2024, as converted by Conversion Notice, dated September 25, 2024 (incorporated by reference to Exhibit 10.23 to the Current Report on Form 8-K filed with the SEC on October 2, 2024). |
| 10.24 | Promissory Note by Foxx to Grazyna Plawinski Limited, dated September 12, 2024, as converted by Conversion Notice, dated September 25, 2024 (incorporated by reference to Exhibit 10.24 to the Current Report on Form 8-K filed with the SEC on October 2, 2024). |
| 10.25 | Securities Purchase Agreement, by and among Foxx, BR Technologies Pte. Ltd. and Grazyna Plawinski Limited, dated May 30, 2024 (incorporated by reference to Exhibit 10.25 to the Current Report on Form 8-K filed with the SEC on October 2, 2024). |
| 10.26 | 2024 Foxx Equity Incentive Plan (incorporated by reference to Exhibit 10.26 to the Current Report on Form 8-K filed with the SEC on October 2, 2024). |
| 10.27 | Lock-Up Agreement, dated September 26, 2024, by and between the Registrant, and the Sponsor (incorporated by reference to Exhibit 10.27 to the Current Report on Form 8-K filed with the SEC on October 2, 2024). |
| 10.28 | Lock-Up Agreement, dated September 26, 2024, by and between the Registrant, and BRR Investment Holding Corp. (incorporated by reference to Exhibit 10.28 to the Current Report on Form 8-K filed with the SEC on October 2, 2024). |
| 10.29 | Escrow Agreement, by and among Registrant, dated September 26, 2024, Vstock, and certain Foxx stockholders (incorporated by reference to Exhibit 10.29 to the Current Report on Form 8-K filed with the SEC on October 2, 2024). |
| 10.30 | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.30 to the Current Report on Form 8-K filed with the SEC on October 2, 2024). |
| 10.31 | Form of Offer Letter from Registrant to Independent Directors of the Registrant (incorporated by reference to Exhibit 10.31 to the Current Report on Form 8-K filed with the SEC on October 2, 2024). |
| 10.32 | Employment Agreement, dated September 26, 2024, by and between Foxx and Greg Foley, CEO (incorporated by reference to Exhibit 10.32 to the Current Report on Form 8-K filed with the SEC on October 2, 2024). |
| 10.33 | Employment Agreement, dated September 26, 2024, by and between Foxx and “Joy” Yi Hua, Chairwoman and CFO (incorporated by reference to Exhibit 10.33 to the Current Report on Form 8-K filed with the SEC on October 2, 2024). |
| 10.34 | Employment Agreement, dated September 26, 2024, by and between Foxx and Haitao Cui, EVP (incorporated by reference to Exhibit 10.34 to the Current Report on Form 8-K filed with the SEC on October 2, 2024). |
| 10.35 | Employment Agreement, dated September 26, 2024, by and between Foxx and James Liao, Chief Technology Officer (incorporated by reference to Exhibit 10.35 to the Current Report on Form 8-K filed with the SEC on October 2, 2024). |
| 10.36 | Conversion Notice re Working Capital Warrants, dated September 25, 2024 (incorporated by reference to Exhibit 10.36 to the Current Report on Form 8-K filed with the SEC on October 2, 2024). |
| 14.1 | Code of Business Conduct and Ethics. |
| 19.1 | Insider Trading Policy. |
| 21.1 | List of Subsidiaries. |
| 31.1 | Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14(a) under the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2 | Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14(a) under the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1 | Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2 | Certifications of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97.1 | Policy Relating to Recovery of Erroneously Awarded Compensation. |
| 99.1 | Audit Committee Charter. |
| 99.2 | Compensation Committee Charter. |
| 101.INS | Inline XBRL Instance Document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.