Foxx Development Holdings Inc.

For a discussion of our risk factors, see Part I, Item 1A. “Risk Factors” of the 2024 10-K, as well as the Company’s final prospectus (File No. 333-284186), dated January 23, 2025 (the “Warrant Share Issuance Prospectus”), filed with the SEC in connection for the issuance of up to 12,145,917 shares of common stock issuable upon exercises of certain warrants of the Company. The risks and uncertainties that we face are not limited to those set forth in the 10-K and the Warrant Share Issuance Prospectus. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business and the trading price of our securities. Except for the additional risk factor set forth below, there have been no material changes to the Company’s risk factors since the filing of the 2024 10-K and the Warrant Share Issuance Prospectus.

Changes to United States tariff and import/export regulations may have an adverse effect on our business, financial condition and results of operations.

On April 2, 2025, President Trump signed the Executive Order, Regulating Imports with a Reciprocal Tariff to Rectify Trade Practices that Contribute to Large and Persistent Annual United States Goods Trade Deficits (“the April 2 EO”), to take action based on the results of certain investigations related to the causes of the U.S.’s large and persistent annual trade deficits in goods. Subsequent to the April 2 EO, there have been additional Executive Orders that have, among other actions, effectively suspended the enforcement of certain country-specific tariffs until July 9, 2025, for all trading partners except for the People’s Republic of China (“PRC”), for which a separate Executive Order was issued on May 12, 2025 that, among other things, lowered reciprocal tariff rates for PRC imports from 125% to 10% for a period of 90 days. The Company is currently assessing the potential impact of these actions, however it is reasonably possible that the impact of these tariffs will result in a reduction in the Company’s projected operating results and reduce liquidity which may result in a material impact on certain estimates included in the financial statements such as the collectability of account receivables and carrying value of inventories.