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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 29, 2026 (July 22, 2026)
Foxx Development Holdings Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-42285 |
|
99-5119494 |
| (State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
| of incorporation) |
|
|
|
Identification Number) |
| 15375 Barranca Parkway C106 |
|
|
| Irvine, CA |
|
92618 |
| (Address of principal executive offices) |
|
(Zip Code) |
201-962-5550
(Registrant’s telephone number, including
area code)
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act.
| Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
|
FOXX |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 |
|
FOXXW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
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 13(a) of the Exchange Act.
Item 3.01. Notice of Delisting or Failure to Satisfy
a Continued Listing Rule or Standard; Transfer of Listing.
On July 22, 2026, the Company received a deficiency letter
(the “Letter”) from the Nasdaq Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC
(“Nasdaq”) notifying the Company that, for a period of 30 consecutive business days, the Company’s market value of listed
securities (“MVLS”) closed below the $35,000,000 MVLS threshold required for continued listing on the Nasdaq Capital Market
under Nasdaq Listing Rule 5550(b)(2) (the “MVLS Requirement”).
In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the
Company has until January 19, 2027 to regain compliance with the MVLS Requirement (the “MVLS Compliance Period”). To
regain compliance, the Company’s MVLS must close at $35 million or more for a minimum of ten consecutive business days during
the MVLS Compliance Period.
If the Company does not regain compliance
by the end of the MVLS Compliance Period, Nasdaq staff will provide written notice to the Company that its securities are subject to
delisting. At that time, the Company may appeal any such delisting determination to a hearings panel.
The Company intends to actively
monitor the market value of its listed securities and may, if appropriate, consider implementing available options to regain
compliance with the MVLS Requirement. There can be no assurance that the Company will be able to regain compliance with Nasdaq
Listing Rule 5550(b)(2), or maintain compliance with any other listing requirements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
FOXX DEVELOPMENT HOLDINGS INC. |
| |
|
| Date: July 29, 2026 |
By |
/s/ Joy Yi Hua |
| |
|
Name: |
Joy Yi Hua |
| |
|
Title: |
CFO |