New Bay details Foxx Development (FOXX) 31.5% stake and warrants

Rhea-AI Filing Summary

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).

Key Figures

Beneficial ownership: 2,930,426 securities Ownership percentage: 31.49% of class Common shares held: 630,426 shares +5 more

8 metrics

Beneficial ownership 2,930,426 securities Aggregate amount beneficially owned by reporting persons

Ownership percentage 31.49% of class Based on 7,006,388 common shares outstanding as of May 1, 2026

Common shares held 630,426 shares Common stock, par value $0.0001 per share, held by New Bay Capital Limited

Warrants held 2,300,000 warrants Warrants exercisable for one share of common stock each

Warrant exercise price $11.50 per share Exercise price for each warrant to acquire one common share

Warrant purchase price $0.11 per warrant Price paid to Acri Capital Sponsor LLC under Securities Transfer Agreement

Total warrant consideration $253,000 Total consideration for 2,300,000 warrants purchased on May 1, 2026

Shares outstanding 7,006,388 shares Foxx common stock outstanding as of May 1, 2026; baseline for ownership percentage

Key Terms

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

6 terms

Schedule 13D/A regulatory

"The securities to which this Amendment No. 1 to relates are Common Stock..."

A Schedule 13D/A is an amended disclosure filed with regulators by an investor who already reported owning more than 5% of a company’s shares and needs to update their original filing. Think of it as a public status update that tells markets whether the investor’s ownership, plans, or source of funds have changed; such updates matter because they can signal a push for control, major strategic moves, or increased pressure on management, which can affect stock prices.

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 2,930,426.00"

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.

Securities Transfer Agreement regulatory

"entered into a Securities Transfer Agreement with, pursuant to which New Bay agreed to purchase 2,300,000 Warrants"

warrants financial

"2,300,000 warrants ("Warrants") exercisable for one share of Common Stock at an exercise price of $11.50 per share."

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.

passive investor financial

"The Reporting Persons used their own funds to acquire the securities as a passive investor and has no present plan or proposal..."

Joint Filing Agreement regulatory

"Item 7 of the is hereby amended by adding the following... 99.1 Joint Filing Agreement, dated May 5, 2026."

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)

New Bay Capital Limited
Rm. 805, 8/F, Harbour Crystal Center, No. 100 Granville Road
Tsim Sha Tsui, KL, K3, 0000
86 13910871716

(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

New Bay Capital Limited

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

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,930,426.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,930,426.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,930,426.00

12

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

13

Percent of class represented by amount in Row (11)

31.49 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Representing 630,426 shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock"), and 2,300,000 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

New Bay Capital (Cayman) Corporation

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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,930,426.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,930,426.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,930,426.00

12

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

13

Percent of class represented by amount in Row (11)

31.49 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Representing 630,426 shares of Common Stock and 2,300,000 Warrants directly owned by New Bay Capital Limited, which is wholly owned by New Bay Capital (Cayman) Corporation.

SCHEDULE 13D

CUSIP Number(s): 351665104

1

Name of reporting person

Shi Liu

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

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,930,426.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,930,426.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,930,426.00

12

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

13

Percent of class represented by amount in Row (11)

31.49 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Representing 630,426 shares of Common Stock and 2,300,000 Warrants directly owned by New Bay Capital Limited, which is wholly owned by New Bay Capital (Cayman) Corporation, of which Mr. Shi Liu is the sole owner.

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 New Bay Capital Limited, a Hong Kong company ("New Bay"), New Bay Capital (Cayman) Corporation, an exempted corporation incorporated under laws of Cayman Island ("New Bay Cayman"), and Shi Liu ("Mr. Liu", together with New Bay and New Bay Cayman, the "Reporting Persons").
(b)	The principal business address of the Reporting Persons is Rm. 805, 8/F, Harbour Crystal Center, No. 100 Granville Road, Tsim Sha Tsui, KL, Hong Kong.
(c)	New Bay is primarily involved in investment. Mr. Liu is the director of New Bay.
(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 of findings any violation with respect to such laws.
(f)	New Bay is incorporated in Hong Kong. New Bay Cayman is incorporated in the Cayam Islands. The Citizenship of Mr. Liu is Canada.
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, New Bay Capital Limited ("New Bay") and Acri Capital Sponsor LLC entered into a Securities Transfer Agreement with, pursuant to which New Bay agreed to purchase 2,300,000 Warrants from Acri Capital Sponsor LLC at a purchase price of $0.11 per Warrant and for a total consideration of $253,000. The Common Stock and Warrants reported in this filing have been purchased and held for investment purposes. The Reporting Persons used their own funds to acquire the securities as a passive investor and has no present plan or proposal which would relate to or result in any of the matters or actions set forth in clauses (a) through (j) of Item 4 of Schedule 13D.
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 99.1 Joint Filing Agreement, dated May 5, 2026. 99.2 Securities Transfer Agreement, dated May 1, 2026, by and among Acri Capital Sponsor LLC and New Bay Capital 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.

New Bay Capital Limited

Signature:	/s/ Shi Liu
Name/Title:	Shi Liu/Director
Date:	05/05/2026

New Bay Capital (Cayman) Corporation

Signature:	/s/ Shi Liu
Name/Title:	Shi Liu/Director
Date:	05/05/2026

Shi Liu

Signature:	/s/ Shi Liu
Name/Title:	Shi Liu
Date:	05/05/2026

FAQ

What stake in Foxx Development Holdings Inc. does New Bay Capital report?

New Bay Capital and related reporting persons disclose beneficial ownership of 2,930,426 securities of Foxx Development Holdings Inc., representing 31.49% of the company’s common stock, based on 7,006,388 shares outstanding as of May 1, 2026, according to the amended Schedule 13D filing.

How many Foxx (FOXX) shares and warrants does New Bay Capital hold?

The filing states New Bay Capital’s position represents 630,426 shares of common stock and 2,300,000 warrants. Each warrant is exercisable for one share of common stock at an exercise price of $11.50 per share, giving significant potential additional equity exposure.

What transaction did New Bay Capital complete on May 1, 2026 involving Foxx (FOXX)?

On May 1, 2026, New Bay Capital Limited entered a Securities Transfer Agreement with Acri Capital Sponsor LLC to purchase 2,300,000 warrants at $0.11 per warrant, for total consideration of $253,000, using its own funds as described in the filing.

Is New Bay Capital’s investment in Foxx (FOXX) described as passive or activist?

The reporting persons state the common stock and warrants have been purchased and held for investment purposes as a passive investor. They report no present plan or proposal relating to the corporate actions listed in Item 4(a) through 4(j) of Schedule 13D.

Who ultimately controls the Foxx (FOXX) position reported in this Schedule 13D/A?

The filing explains that the securities are directly owned by New Bay Capital Limited, which is wholly owned by New Bay Capital (Cayman) Corporation. Shi Liu is the sole owner of New Bay Capital (Cayman) Corporation and serves as director of New Bay Capital Limited.

What new agreements related to Foxx (FOXX) are included as exhibits?

The amendment adds two exhibits: a Joint Filing Agreement dated May 5, 2026, and a Securities Transfer Agreement dated May 1, 2026 between Acri Capital Sponsor LLC and New Bay Capital Limited, documenting the warrant purchase referenced in the Schedule 13D/A.