BayRoad Holdings adds 3.18M-share FOXX (FOXX) stake in passive Schedule 13D

Rhea-AI Filing Summary

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.

Insights

Equity ownership analyst

New 33% beneficial stake in FOXX disclosed as passive investment.

BayRoad Holdings Limited and director Xingrong Han report beneficial ownership of 3,177,600 shares of FOXX Development Holdings Inc., equal to 33.43% of the common stock based on 7,006,388 shares outstanding as of May 1, 2026.

The stake combines 677,600 common shares with 2,500,000 warrants exercisable at $11.50 per share. On May 1, 2026, BayRoad agreed to acquire 635,000 shares at $4.60 per share and 2,500,000 warrants at $0.11 per warrant from Acri Capital Sponsor LLC, for aggregate consideration of $3,196,000.

The filing characterizes BayRoad as a passive investor with no present plans involving significant corporate actions listed in Item 4, such as mergers or changes in control. Future company filings may clarify any changes in intentions or additional transactions involving this sizeable position.

Key Figures

Beneficial ownership: 3,177,600 shares Ownership percentage: 33.43% Shares outstanding: 7,006,388 shares +5 more

8 metrics

Beneficial ownership 3,177,600 shares FOXX common stock beneficially owned by BayRoad and Xingrong Han

Ownership percentage 33.43% Percent of FOXX common stock based on 7,006,388 shares outstanding as of May 1, 2026

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

Common shares held 677,600 shares FOXX common stock component of BayRoad’s beneficial ownership

Warrants held 2,500,000 warrants FOXX warrants held by BayRoad, each for one common share

Warrant exercise price $11.50 per share Exercise price for each FOXX warrant held by BayRoad

Share purchase price $4.60 per share Price paid for 635,000 FOXX common shares under Securities Transfer Agreement

Aggregate purchase price $3,196,000 Total paid for 635,000 shares and 2,500,000 warrants on May 1, 2026

Key Terms

beneficially owned, Securities Transfer Agreement, warrants, passive investor, +2 more

6 terms

beneficially owned financial

"Number of Shares Beneficially Owned by Each Reporting Person With:"

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 financial

"entered into a Securities Transfer Agreement, pursuant to which BayRoad agreed to purchase"

warrants financial

"2,500,000 warrants ("Warrants") exercisable for one share of Common Stock at an exercise price"

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

"used their own funds to acquire the securities as a passive investor and has no present plan"

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.

Joint Filing Agreement regulatory

"Joint Filing Agreement, dated May 8, 2026"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

FOXX DEVELOPMENT HOLDINGS INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

351665104

(CUSIP Number)

I/C/O Xingrong Han
Room 1801C, Building 7, Qianhai Excellen, No. 5033 Menghai Avenue
Shenzhen, F4, 518040
86-13428798131

(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

BayRoad Holdings 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 3,177,600.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,177,600.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,177,600.00

12

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

13

Percent of class represented by amount in Row (11)

33.43 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Representing 677,600 shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock"), and 2,500,000 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

Xingrong Han

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

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,177,600.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,177,600.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,177,600.00

12

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

13

Percent of class represented by amount in Row (11)

33.43 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Representing 677,600 shares of Common Stock and 2,500,000 Warrants directly owned by BayRoad Holdings Limited, of which Ms. Xingrong Han is the director.

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 2.	Identity and Background
(a)	This statement is filed by BayRoad Holdings Limited ("BayRoad"), a Hong Kong company, and Xingrong Han ("Ms. Han", together with BayRoad, the "Reporting Persons").
(b)	The principal business address of the Reporting Persons is Room 1801C, Building 7, Qianhai Excellence Financial Center (Phase I), No. 5033 Menghai Avenue, Shenzhen, China.
(c)	BayRoad is primarily involved in investment. Ms. Han is the director of BayRoad.
(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)	BayRoad is incorporated in Hong Kong. The Citizenship of Ms. Han is CHINA.
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, BayRoad and Acri Capital Sponsor LLC entered into a Securities Transfer Agreement, pursuant to which BayRoad agreed to purchase from Acri Capital 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, for an aggregate purchase price of $3,196,000. 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.
(b)	The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference.
(c)	The information in Item 4 is incorporated herein by reference. Except as disclosed in this Schedule 13D, there have been no transactions by the Reporting Persons in the securities of the Issuer during the past sixty days.
(d)	Not applicable.
(e)	Not applicable.
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 8, 2026. 99.2 Securities Transfer Agreement, dated May 1, 2026, by and among Acri Capital Sponsor LLC and BayRoad Holdings 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.

BayRoad Holdings Limited

Signature:	/s/ Xingrong Han
Name/Title:	Xingrong Han/Director
Date:	05/08/2026

Xingrong Han

Signature:	/s/ Xingrong Han
Name/Title:	Xingrong Han
Date:	05/08/2026

FAQ

What stake in FOXX (FOXX) did BayRoad Holdings Limited disclose?

BayRoad Holdings Limited and Xingrong Han disclosed beneficial ownership of 3,177,600 shares of FOXX Development Holdings Inc. This represents 33.43% of the company’s common stock, based on 7,006,388 shares outstanding as of May 1, 2026.

How is BayRoad’s 3,177,600-share beneficial ownership in FOXX (FOXX) composed?

The 3,177,600-share beneficial position consists of 677,600 common shares and 2,500,000 warrants. Each warrant is exercisable for one share of FOXX common stock at an exercise price of $11.50 per share.

What did BayRoad pay to acquire FOXX (FOXX) securities from Acri Capital Sponsor LLC?

On May 1, 2026, BayRoad agreed to pay an aggregate $3,196,000 to Acri Capital Sponsor LLC. This covers 635,000 common shares at $4.60 per share and 2,500,000 warrants at $0.11 per warrant.

Is BayRoad’s investment in FOXX (FOXX) described as passive or active?

BayRoad and Xingrong Han state the FOXX securities are held for investment purposes as a passive investor. They report no present plan or proposal involving major corporate actions listed in Item 4 of Schedule 13D.

Who are the reporting persons in this FOXX (FOXX) Schedule 13D filing?

The reporting persons are BayRoad Holdings Limited, a Hong Kong investment company, and Xingrong Han, its director. Both list a principal business address in Shenzhen, China, and jointly report the 3,177,600-share beneficial ownership position.

What agreements related to FOXX (FOXX) are attached as exhibits to this Schedule 13D?

The filing lists two exhibits: a Joint Filing Agreement dated May 8, 2026, and a Securities Transfer Agreement dated May 1, 2026 between Acri Capital Sponsor LLC and BayRoad Holdings Limited covering the FOXX shares and warrants transfer.