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Foxx Development Holdings Inc.

For the period ended Sep 30, 2025. Filed Nov 18, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 18, 2025

FOXX$1.60-12.6%Stored close · as of Nov 6, 2026

What changed in Risk Factors?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-15.

0001213900-25-043597

Item 1A. – Risk Factors

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-18.

0001213900-25-112192

Item 1A. – Risk Factors

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 4 previous paragraphs and 6 current paragraphs.

1 unchanged; 1 reworded; 4 added; 2 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (4)

Current report

Implementation of tariffs and changes to or uncertainties related to tariffs and trade agreements could adversely affect our business.

Current report

The U.S. government has recently imposed tariffs on certain foreign goods from a variety of countries and regions that it perceives as engaging in unfair trade practices and has raised the possibility of imposing significant additional tariff increases or expanding the tariffs to capture other types of goods from other countries. For example, on April 2, 2025, the President of the United States signed Executive Order 14257, “Regulating Imports with a Reciprocal Tariff to Rectify Trade Practices that Contribute to Large and Persistent Annual United States Goods Trade Deficits” (the “Executive Order 14257”), 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. In response, many of these foreign governments have imposed retaliatory tariffs on goods that their countries import from the U.S. or have enacted export restrictions on certain goods produced in their country. Uncertainties with respect to tariffs, trade agreements or any potential trade wars could negatively affect the global economy and demand for our products and could have a material adverse effect on our financial condition, results of operations and cash flows. Changes in tariffs and trade barriers could also result in adverse changes in the cost of sourcing and manufacturing our products, which could lead to increased costs that we may not be able to effectively pass on to customers, each of which could materially adversely affect our operating margins, results of operations and cash flows.

Current report

Corporate tax reform, base-erosion efforts and tax transparency continue to be high priorities in many tax jurisdictions where we intend to have business operations. As a result, policies regarding corporate income and other taxes in numerous jurisdictions are under heightened scrutiny and tax reform legislation is being proposed or enacted in a number of jurisdictions. Recently, in July 2025, the U.S. government enacted The One Big Beautiful Bill Act, Public Law No. 119021 (the “OBBBA”) which includes a broad range of tax reform provisions that may affect our financial results. The OBBBA includes, among other provisions, the allowance of immediate expensing of qualifying domestic research and development expenses and permanent extensions of certain provisions within the Tax Cuts and Jobs Act of 2017. The Company is currently assessing the potential impact of this legislation on its future financial position, results of operations, and cash flow. In accordance with U.S. GAAP, the effects will be recognized in the period of enactment.

Current report

In addition, many countries have enacted or plan to enact legislation and other guidance to align their international tax rules with the Organization for Economic Co-operation and Development’s Base Erosion and Profit Shifting recommendations and action plan that aim to standardize and modernize global corporate tax policy, including changes to cross-border tax, transfer-pricing documentation rules, and nexus-based tax incentive practices. Such legislative initiatives may materially negatively impact our financial condition and results of operations generally.
Removed paragraphs (2)

Previous report

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

Previous report

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.
Reworded paragraphs (1)

Previous wording

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.

Current wording

For a discussion of our risk factors, see Part I, Item 1A. “Risk Factors” of the 2025 10-K. The risks and uncertainties that we face are not limited to those set forth in the 10-K. 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. There have been no material changes to the Company’s risk factors since the filing of the 2025 10-K, except as discussed below: