Foxx Development Holdings Inc.

As filed with the Securities and Exchange Commission on January 8, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of Registrant as specified in its charter)

13575 Barranca Parkway C106,

Irvine, CA 92618

(Address, including zip code and telephone number, including area code, of Registrant’s principal executive offices)

“Joy” Yi Hua

Chief Financial Officer

13575 Barranca Parkway C106,

Irvine, CA 92618

Telephone: +1(201) 962-5550

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Arila E. Zhou, Esq.

Ze’-ev D. Eiger, Esq.

Robinson & Cole LLP

666 Third Avenue, 20 th floor

New York, NY 10017

Tel: (212) 451-2908

Approximate date of commencement of proposed sale to public:

From time to time after the effective date hereof.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Up to 12,145,917 Shares of Common Stock Issuable Upon Exercise of Warrants

This prospectus relates to the issuance of up to 12,145,917 shares of common stock of a par value of $0.0001 each (“Common Stock”) of Foxx Development Holdings Inc., a Delaware corporation (the “Company”), including (1) 4,301,994 shares of Common Stock issuable upon the exercise of warrants of the Company (the “IPO Warrants”) to purchase shares of Common Stock at an exercise price of $11.50, which were issued on September 26, 2024 (the “Closing” or “Closing Date”) in exchange for the public warrants of Acri Capital Acquisition Corporation (“ACAC”) that were issued in the initial public offering of ACAC (“ACAC IPO”) as part of the units (each consisting of one Class A ordinary share and one-half of one redeemable warrant of ACAC) at a public offering price of $10.00 per unit; (2) 5,240,000 shares of Common Stock issuable upon the exercise of warrants of the Company (the “Private Placement Warrants”) to purchase shares of Common Stock at an exercise price of $11.50, which were issued to Acri Capital Sponsor LLC, a Delaware limited liability company, the sponsor of the ACAC IPO (the “Sponsor”) on the Closing Date in exchange for the private warrants of ACAC purchased by the Sponsor for a total purchase price of $5,240,000 in connection with ACAC IPO, and (3) 2,603,923 shares of Common Stock issuable upon the exercise of warrants of the Company (the “Working Capital Warrants”, together with the Private Placement Warrants, the “Sponsor Warrants”) to purchase shares of Common Stock at an exercise price of $11.50, which were issued to the Sponsor on the Closing Date in exchange for the warrants of ACAC issued to the Sponsor upon the conversion of the promissory notes issued by ACAC (the “Working Capital Notes”) in connection with the working capital loans provided by the Sponsor, the officers and directors of ACAC, and/or their designees. The IPO Warrants of the Company and the Sponsor Warrants of the Company are collectively referred herein as the “Warrants.”

We will receive proceeds from the exercise of Warrants if the Warrants are exercised for cash. The likelihood that warrant holders will exercise the Warrants and any cash proceeds that we would receive is dependent upon the market price of our Common Stock. Based on the closing price of our Common Stock at $[] per share on [], 2025, which is less than the exercise price of $11.50 per share pursuant to the terms of the Warrants, we believe holders of the Warrants will be unlikely to exercise their Warrants, and we are unlikely to receive proceeds from the exercise of Warrants. We will pay the expenses associated with registering the sales of shares of Common Stock, as described in more detail in the section titled “Use of Proceeds” appearing elsewhere in this prospectus.

Our shares of Common Stock and Warrants are listed on the Nasdaq Stock Market LLC (“Nasdaq”), under the trading symbols “FOXX” and “FOXXW”, respectively. On [], 2025, the closing price for our shares of Common Stock on Nasdaq was $[].

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus and any amendments or supplements carefully before you make your investment decision.

We are an “emerging growth company” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company disclosure and reporting requirements. See “Summary of the Prospectus — Emerging Growth Company”.

Investing in our securities involves a high degree of risk. You should carefully review the risks and uncertainties described in the section titled “Risk Factors”beginning on page 8 of this prospectus, and under similar headings in any amendments or supplements to this prospectus.

None of the U.S. Securities and Exchange Commission or any state securities commission has approved or disapproved of the securities or determined if this prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025.