Foxx faces Nasdaq MVLS deficiency; 10-day $35M close needed to comply

Rhea-AI Filing Summary

Foxx Development Holdings Inc. reported receiving a Nasdaq deficiency notice after its market value of listed securities fell below the $35 million threshold for 30 consecutive business days, as required by Nasdaq Listing Rule 5550(b)(2).

The company has until May 4, 2026 to regain compliance by having its market value close at $35 million or more for at least ten consecutive business days. If compliance is not regained, Nasdaq may initiate delisting, and the company would have the right to appeal.

The company said it will monitor its market value and may consider available options to regain compliance, while noting there is no assurance it will do so.

Positive

• None.

Negative

• Nasdaq MVLS deficiency notice: below the $35 million threshold for 30 consecutive business days; cure required by May 4, 2026 or risk of delisting.

Insights

Equity market structure specialist

Nasdaq MVLS deficiency introduces delisting risk if not cured.

Foxx Development Holdings disclosed a deficiency under Nasdaq Rule 5550(b)(2) after its market value of listed securities stayed below $35 million for 30 consecutive business days. To cure, the market value must close at or above $35 million for ten straight business days within the window ending May 4, 2026.

This notice does not immediately affect trading, but it signals a listing standard shortfall. If compliance is not regained by the deadline, Nasdaq may proceed with delisting, though an appeal is available.

Actual outcomes depend on future market value performance and any actions the company undertakes. The filing states the company will monitor MVLS and consider options; specific measures are not detailed.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

FAQ

What did FOXX disclose in its 8-K?

FOXX received a Nasdaq deficiency notice for not meeting the $35 million market value of listed securities requirement for 30 consecutive business days.

What is the compliance deadline for FOXX?

FOXX has until May 4, 2026 to regain compliance under Nasdaq Listing Rule 5550(b)(2).

How can FOXX regain compliance with Nasdaq MVLS?

FOXX must have its MVLS close at $35 million or more for at least ten consecutive business days within the compliance period.

What happens if FOXX does not regain compliance?

Nasdaq may notify FOXX that its securities are subject to delisting, and FOXX may appeal to a hearings panel.

Does the notice immediately affect FOXX’s listing?

The notice itself does not immediately delist the securities; it starts a period to regain compliance and outlines potential delisting if unmet.

What actions did FOXX say it might take?

FOXX stated it will monitor its MVLS and may consider available options to regain compliance; no specific measures were detailed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/10/2025 - 04:05 PM Learn about SEC filing dates

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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): November 10, 2025 (November 5, 2025)

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 November 5, 2025, 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 Rule”).

In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has until May 4, 2026 to regain compliance with the MVLS Requirement (the “Initial 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 Initial 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 its minimum 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.

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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: November 10, 2025	By:	/s/ Joy Yi Hua
		Name:	Joy Yi Hua
		Title:	CFO

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