Foxx Development Holdings Inc. filings document the public-company reporting record for a consumer electronics and integrated IoT solutions issuer with Nasdaq-listed common stock and public warrants. Its 8-K reports cover material events such as Nasdaq listing-rule matters, governance changes, director compensation arrangements, proxy-related supplemental disclosures, and securities registered under Section 12(b).
The company’s filings also include late-report notices for periodic reports, emerging growth company status, annual meeting materials, and capital-structure details, including common stock with $0.0001 par value and warrants exercisable for common stock at a stated exercise price.
Grazyna Plawinski Limited and director Xiaohan Li have become major shareholders of FOXX Development Holdings Inc. through a negotiated transfer. They report beneficial ownership of 2,508,276 securities, representing 28.34% of FOXX’s common stock on an as-converted basis as of May 1, 2026.
The position consists of 664,353 shares of common stock and 1,843,923 warrants, each warrant exercisable for one common share at an exercise price of $11.50 per share. On May 1, 2026, Grazyna agreed to purchase 365,000 common shares at $4.60 per share and 1,843,923 warrants at $0.11 per warrant from Acri Capital Sponsor LLC for a total of $1,881,831.53. The securities are held for investment as a passive investor with no current plans for corporate changes.
BayRoad Holdings Limited and Xingrong Han disclosed beneficial ownership of 3,177,600 shares of FOXX Development Holdings Inc., representing 33.43% of its common stock based on 7,006,388 shares outstanding as of May 1, 2026.
The position consists of 677,600 common shares and 2,500,000 warrants exercisable for one share each at an exercise price of $11.50 per share. On May 1, 2026, BayRoad entered into a Securities Transfer Agreement with Acri Capital Sponsor LLC to purchase 635,000 common shares at $4.60 per share and 2,500,000 warrants at $0.11 per warrant, for a total purchase price of $3,196,000, using its own funds. The securities are held for investment as a passive investor, and the reporting persons state they currently have no plans related to major corporate actions.
Foxx Development Holdings Inc. director and Executive Vice President Cui Haitao reported a routine tax-withholding transaction related to restricted stock units. On the vesting and settlement of RSUs, 1,945 shares of common stock were withheld at $4.76 per share to cover tax obligations, and no shares were sold on the open market.
Following this withholding, Cui directly holds 131,362 shares of common stock, consisting of 42,947 shares and 88,415 unvested RSUs from an initial grant of 141,463 RSUs made on November 5, 2024. The remaining unvested RSUs continue to vest in equal 1/16th installments on each quarterly anniversary of the grant date, subject to continuous service.
Foxx Development Holdings Inc. investor New Bay Capital Limited and affiliates report beneficial ownership of 2,930,426 securities, representing 31.49% of Foxx’s common stock. This consists of 630,426 shares of common stock and 2,300,000 warrants exercisable at $11.50 per share.
On May 1, 2026, New Bay Capital Limited agreed to purchase 2,300,000 warrants from Acri Capital Sponsor LLC at $0.11 per warrant, for total consideration of $253,000, using its own funds. The securities are held for investment as a passive investor, with no present plans for corporate actions described in Item 4(a)–(j).
Acri Capital Sponsor LLC and Joy Yi Hua filed Amendment No. 1 to Schedule 13D for Foxx Development Holdings Inc. after transferring a large block of shares and warrants. Sponsor LLC agreed on May 1, 2026 to sell 2,300,000 warrants at $0.11 each to New Bay Capital Limited, 635,000 common shares at $4.60 per share and 2,500,000 warrants at $0.11 each to BayRoad Holdings Limited, and 365,000 common shares at $4.60 per share plus 1,843,923 warrants at $0.11 each to Grazyna Plawinski Limited. After these dispositions, Sponsor LLC reports beneficial ownership of 2,356,250 shares (including 1,156,250 common shares and 1,200,000 warrants), representing 28.71% of Foxx’s 7,006,388 common shares outstanding as of May 1, 2026. Ms. Hua, as sole member and manager of Sponsor LLC and a direct holder of 21,692 shares, reports beneficial ownership of 2,377,942 shares, or 28.98% of the class.