Major Foxx Development (FOXX) holders sell warrants and shares, keep near-29% stakes

Rhea-AI Filing Summary

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.

Insights

Equity ownership analyst

Large 13D holders reallocate Foxx warrants and shares but retain near-29% stakes.

The amendment shows Acri Capital Sponsor LLC selling significant blocks of Foxx Development common shares and warrants to three institutional-style buyers at defined prices. Despite these transfers, Acri and Joy Yi Hua still report beneficial ownership of roughly 29% each.

Because Foxx had 7,006,388 common shares outstanding as of May 1, 2026, the reported 28.71% and 28.98% positions indicate continued sizeable influence. The filing also states the reporting persons currently have no specific plans for mergers, control changes, or other major corporate actions.

Future ownership updates in subsequent beneficial ownership reports would clarify whether these stakes continue to decline or stabilize after the May 1, 2026 transfer agreements to New Bay Capital Limited, BayRoad Holdings Limited, and Grazyna Plawinski Limited.

Key Figures

Sponsor LLC beneficial ownership: 2,356,250 shares Joy Yi Hua beneficial ownership: 2,377,942 shares Shares outstanding: 7,006,388 shares +5 more

8 metrics

Sponsor LLC beneficial ownership 2,356,250 shares Beneficially owned; 28.71% of common stock

Joy Yi Hua beneficial ownership 2,377,942 shares Beneficially owned; 28.98% of common stock

Shares outstanding 7,006,388 shares Common stock outstanding as of May 1, 2026

Share transfer price $4.60 per share Price for common stock sold to BayRoad and Grazyna

Warrant transfer price $0.11 per warrant Price for warrants sold to New Bay, BayRoad, Grazyna

Warrants sold to New Bay 2,300,000 warrants Transferred May 1, 2026

Securities sold to BayRoad 635,000 shares; 2,500,000 warrants Transferred May 1, 2026

Securities sold to Grazyna 365,000 shares; 1,843,923 warrants Transferred May 1, 2026

Key Terms

Securities Transfer Agreement, warrants, beneficially owned, Schedule 13D, +2 more

6 terms

Securities Transfer Agreement financial

"Sponsor LLC entered into a Securities Transfer Agreement with New Bay Capital Limited"

warrants financial

"1,200,000 warrants ("Warrants") exercisable for one share of Common Stock"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 2,356,250.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

sole dispositive power financial

"Sole Dispositive Power 2,356,250.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Chief Financial Officer financial

"Ms. Hua is the Chief Financial Officer and Chairwoman of the Board of Directors of the Issuer"

A Chief Financial Officer (CFO) is the person in charge of a company's money and financial planning. They decide how to spend, save, and invest funds to help the company grow and stay stable. Their role is important because good financial decisions keep the company healthy and successful.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

FOXX DEVELOPMENT HOLDINGS INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

351665104

(CUSIP Number)

Joy Yi Hua
Foxx Development Holdings Inc., 13575 Barranca Parkway C106
Irvine, CA, 92618
201-962-5550

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/01/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 351665104

1

Name of reporting person

Acri Capital Sponsor LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,356,250.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,356,250.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,356,250.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

28.71 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Representing 1,156,250 shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock"), and 1,200,000 warrants ("Warrants") exercisable for one share of Common Stock at an exercise price of $11.50 per share. (2) Percentage is calculated based on 7,006,388 shares of the Common Stock outstanding as of May 1, 2026.

SCHEDULE 13D

CUSIP Number(s): 351665104

1

Name of reporting person

Joy Yi Hua

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,377,942.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,377,942.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,377,942.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

28.98 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(3) Including (i) 21,692 shares of Common Stock held by Ms. Joy Yi Hua, and (ii) 1,156,250 shares of Common Stock, and 1,200,000 Warrants held by Acri Capital Sponsor LLC. Ms. Joy Yi Hua is the sole member and manager of Acri Capital Sponsor LLC and therefore is deemed to have voting and dispositive control over the securities held by Acri Capital Sponsor LLC. (4) Percentage is calculated based on 7,006,388 shares of the Common Stock outstanding as of May 1, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: FOXX DEVELOPMENT HOLDINGS INC.
(c)	Address of Issuer's Principal Executive Offices: 13575 Barranca Parkway C106, Irvine, CALIFORNIA , 92618.
Item 1 Comment: The securities to which this Amendment No. 1 to Schedule 13D relates are Common Stock, par value $0.0001 per share (the "Common Stock"), issued by Foxx Development Holdings Inc. (the "Issuer").
Item 2.	Identity and Background
(a)	This statement is filed by Acri Capital Sponsor LLC, a Delaware limited liability company ("Sponsor LLC") and Joy Yi Hua ("Ms. Hua", with Sponsor LLC, the "Reporting Persons").
(b)	The principal business address of Sponsor LLC is 13284 Pond Springs Rd, Ste 405, Austin, Texas 78729. The principal business address of Ms. Hua is 6406 Woodbourne ln Crozet VA 22932.
(c)	Sponsor LLC is primarily involved in investment. Ms. Hua is the Chief Financial Officer and Chairwoman of the Board of Directors of the Issuer.
(d)	During the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item 2, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was the subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal and state securities laws or finding any violation with respect to such laws.
(f)	The Sponsor LLC is a limited liability company incorporated in the State of Delaware. The Citizenship of Ms. Hua is USA.
Item 3.	Source and Amount of Funds or Other Consideration
	The information set forth in Items 4 and 5 of this Schedule 13D are hereby incorporated by reference into this Item 3.
Item 4.	Purpose of Transaction
	On May 1, 2026, Sponsor LLC entered into a Securities Transfer Agreement with New Bay Capital Limited ("New Bay"), pursuant to which New Bay agreed to purchase 2,300,000 Warrants from Sponsor LLC at a purchase price of $0.11 per Warrant. On May 1, 2026, Sponsor LLC entered into a Securities Transfer Agreement with BayRoad Holdings Limited ("BayRoad"), pursuant to which BayRoad agreed to purchase from Sponsor LLC (i) 635,000 shares of Common Stock at a purchase price of $4.60 per share and (ii) 2,500,000 Warrants at a purchase price of $0.11 per Warrant. On May 1, 2026, Sponsor LLC entered into a Securities Transfer Agreement with Grazyna Plawinski Limited ( "Grazyna"), pursuant to which Grazyna agreed to purchase from Sponsor LLC (i) 365,000 shares of Common Stock at a purchase price of $4.60 per share and (ii) 1,843,923 Warrants at a purchase price of $0.11 per Warrant. Except as set forth in this Item 4, none of the Reporting Persons has any plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors (the "Board") or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company; (g) changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above. The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) in the preceding paragraph.
Item 5.	Interest in Securities of the Issuer
(a)	The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference. Other than the disposition of the shares as reported in this Schedule 13D, no actions in the common stock were effected during the past sixty (60) days by the Reporting Persons.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Items 4 of this Schedule 13D are hereby incorporated by reference into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended by adding the following to the end of the section: Exhibit No. Description 10.1 Securities Transfer Agreement, dated May 1, 2026, by and among Sponsor LLC and New Bay Capital Limited. 10.2 Securities Transfer Agreement, dated May 1, 2026, by and among Sponsor LLC and BayRoad Holdings Limited. 10.3 Securities Transfer Agreement, dated May 1, 2026, by and among Sponsor LLC and Grazyna Plawinski Limited.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Acri Capital Sponsor LLC

Signature:	/s/ Joy Yi Hua
Name/Title:	Joy Yi Hua/Manager and Sole Member
Date:	05/05/2026

Joy Yi Hua

Signature:	/s/ Joy Yi Hua
Name/Title:	Joy Yi Hua
Date:	05/05/2026

FAQ

What does the FOXX Schedule 13D/A amendment disclose about Acri Capital Sponsor LLC?

The amendment shows Acri Capital Sponsor LLC now beneficially owns 2,356,250 Foxx common shares, including 1,156,250 shares and 1,200,000 warrants. This represents 28.71% of Foxx’s 7,006,388 common shares outstanding as of May 1, 2026.

How much of Foxx Development (FOXX) stock does Joy Yi Hua report owning?

Joy Yi Hua reports beneficial ownership of 2,377,942 Foxx common shares, or 28.98% of the class. This includes 21,692 shares held directly and the shares and warrants held through Acri Capital Sponsor LLC, where she is sole member and manager.

What securities did Acri Capital Sponsor LLC sell in the May 1, 2026 FOXX transactions?

On May 1, 2026, Acri Capital Sponsor LLC agreed to sell Foxx common shares and warrants: 2,300,000 warrants to New Bay, 635,000 shares plus 2,500,000 warrants to BayRoad, and 365,000 shares plus 1,843,923 warrants to Grazyna, all under separate Securities Transfer Agreements.

At what prices were FOXX shares and warrants transferred by Acri Capital Sponsor LLC?

The Schedule 13D/A states Foxx common shares were sold at $4.60 per share, while warrants were sold at $0.11 per warrant. These prices applied to transfers involving BayRoad Holdings Limited and Grazyna Plawinski Limited, and to New Bay’s warrant purchase.

Does the FOXX Schedule 13D/A describe any plans for control changes or major transactions?

The amendment explicitly states the reporting persons have no current plans or proposals for acquisitions, mergers, major asset sales, board changes, or similar actions listed in clauses (a) through (j). They may, however, formulate other purposes or plans in the future.

How many FOXX common shares were outstanding when the ownership percentages were calculated?

Both reported ownership percentages in the Schedule 13D/A are based on 7,006,388 Foxx Development common shares outstanding as of May 1, 2026. This share count is used to derive the 28.71% and 28.98% figures reported by the two reporting persons.