Investor Grazyna Plawinski takes 28.34% stake in FOXX Development (FOXX)

Rhea-AI Filing Summary

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.

Insights

Equity ownership & governance analyst

New 28.34% passive holder concentrates FOXX ownership but signals no activist intent.

Grazyna Plawinski Limited, led by director Xiaohan Li, now reports beneficial ownership of 2,508,276 securities, equal to 28.34% of FOXX’s common stock as of May 1, 2026. This arises from common shares plus 1,843,923 warrants with an exercise price of $11.50 per share.

The stake was acquired from Acri Capital Sponsor LLC via a Securities Transfer Agreement for total consideration of $1,881,831.53, using the reporting persons’ own funds. The filing states the position is held for investment purposes as a passive investor, with no present plans for transactions such as mergers, control changes, or other actions listed in Item 4.

Ownership at this scale can influence voting outcomes if fully exercised and voted, but the disclosed intent is non-activist. Future company filings may clarify whether additional purchases, warrant exercises, or governance initiatives change the nature of this relationship.

Key Figures

Beneficial ownership: 2,508,276 securities Ownership percentage: 28.34% of common stock Common shares held: 664,353 shares +5 more

8 metrics

Beneficial ownership 2,508,276 securities Common stock and warrants beneficially owned as of May 1, 2026

Ownership percentage 28.34% of common stock Based on 7,006,388 shares outstanding as of May 1, 2026

Common shares held 664,353 shares Shares of FOXX common stock beneficially owned

Warrants held 1,843,923 warrants Warrants exercisable for one FOXX share each

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

Share purchase price $4.60 per share Price paid for 365,000 FOXX common shares

Warrant purchase price $0.11 per warrant Price paid for each of 1,843,923 warrants

Aggregate purchase price $1,881,831.53 Total consideration under the Securities Transfer Agreement

Key Terms

beneficially owned, Securities Transfer Agreement, warrants, Schedule 13D, +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 Grazyna agreed to purchase"

warrants financial

"1,843,923 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.

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.

passive investor financial

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

joint filing agreement regulatory

"99.1 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 Xiaohan Li
Unit 2A16, Tianxiang Building, Tian'an Digital City, No. 12 Tairan 5th
Futian District, Shenzhen, F4, 518040
86-18038010614

(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

Grazyna Plawinski 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 2,508,276.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,508,276.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,508,276.00

12

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

13

Percent of class represented by amount in Row (11)

28.34 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Representing 664,353 shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock"), and 1,843,923 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

Xiaohan Li

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 2,508,276.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,508,276.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,508,276.00

12

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

13

Percent of class represented by amount in Row (11)

28.34 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Representing 664,353 shares of Common Stock and 1,843,923 Warrants directly owned by Grazyna Plawinski Limited, of which Ms. Xiaohan Li 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 Grazyna Plawinski Limited ("Grazyna"), a Hong Kong company, and Xiaohan Li ("Ms. Li", together with Grazyna, the "Reporting Persons").
(b)	The principal business address of the Reporting Persons is Unit 2A16, Tianxiang Building, Tian'an Digital City, No. 12 Tairan 5th Road, Futian District, Shenzhen, China.
(c)	Grazyna is primarily involved in investment. Ms. Li is the director of Grazyna.
(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)	Grazyna is incorporated in Hong Kong. The Citizenship of Ms. Li 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, Grazyna and Acri Capital Sponsor LLC entered into a Securities Transfer Agreement, pursuant to which Grazyna agreed to purchase from Acri Capital 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, for an aggregate purchase price of $1,881,831.53. 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 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.

Grazyna Plawinski Limited

Signature:	/s/ Xiaohan Li
Name/Title:	Xiaohan Li/Director
Date:	05/08/2026

Xiaohan Li

Signature:	/s/ Xiaohan Li
Name/Title:	Xiaohan Li
Date:	05/08/2026

FAQ

What ownership stake in FOXX (FOXX) does Grazyna Plawinski Limited report?

Grazyna Plawinski Limited and Xiaohan Li report beneficial ownership of 2,508,276 securities of FOXX, representing 28.34% of the company’s common stock as of May 1, 2026. This total includes both common shares and warrants exercisable into additional shares.

How many FOXX (FOXX) shares and warrants does Grazyna Plawinski Limited hold?

The reporting persons’ position consists of 664,353 shares of common stock and 1,843,923 warrants. Each warrant is exercisable for one FOXX common share at an exercise price of $11.50 per share, giving them significant potential voting and economic exposure.

What price did Grazyna Plawinski Limited pay for FOXX (FOXX) securities?

On May 1, 2026, Grazyna agreed to buy 365,000 shares at $4.60 per share and 1,843,923 warrants at $0.11 per warrant. The aggregate purchase price under the Securities Transfer Agreement with Acri Capital Sponsor LLC was $1,881,831.53.

Is Grazyna Plawinski Limited an activist or passive investor in FOXX (FOXX)?

The filing states the FOXX securities were acquired and are held for investment purposes as a passive investor. The reporting persons disclose no current plans or proposals for mergers, control changes, or other corporate actions described in Item 4 of Schedule 13D.

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

The Schedule 13D is filed by Grazyna Plawinski Limited, a Hong Kong investment company, and Xiaohan Li, its director. Their principal business address is in Shenzhen, China, and they jointly report beneficial ownership of FOXX securities described in the filing.

How many FOXX (FOXX) shares were outstanding when this 13D stake was calculated?

The reported 28.34% ownership is based on 7,006,388 shares of FOXX common stock outstanding as of May 1, 2026. This outstanding share count is used in the Schedule 13D to compute the percentage of class beneficially owned.