Foxx Development Holdings Inc. Files 2024 Annual Report

TL;DR

Foxx Dev Holdings filed its 2024 10-K. Formerly Acri Capital Merger Sub I Inc. Check financials.

AI Summary

Foxx Development Holdings Inc. filed its annual report (10-K) for the fiscal year ended June 30, 2024. The company, formerly known as Acri Capital Merger Sub I Inc. until a name change on February 29, 2024, is incorporated in Delaware and operates in the computer communications equipment sector. Its principal business address is in Austin, Texas.

Why It Matters

This filing provides a comprehensive overview of Foxx Development Holdings Inc.'s financial performance and operational status for the past fiscal year, crucial for investors and stakeholders to assess the company's health and future prospects.

Risk Assessment

Risk Level: low — This is a standard annual filing and does not contain immediate red flags or significant new risks.

Key Numbers

• 0630 — Fiscal Year End (Indicates the end of the reporting period for financial statements.)
• 001-42285 — SEC File Number (Unique identifier for the company's filings with the SEC.)

Key Players & Entities

• Foxx Development Holdings Inc. (company) — Registrant
• Acri Capital Merger Sub I Inc. (company) — Former company name
• 20240630 (date) — Fiscal year end
• 20240229 (date) — Date of name change
• Delaware (jurisdiction) — State of incorporation
• Austin, Texas (location) — Business address

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share FOXX The Nasdaq Stock Market
• $11.50 — of Common Stock at an exercise price of $11.50 per share FOXXW The Nasdaq Stock Market
• $4 billion — . Congress with funding of no less than $4 billion in total for such reauthorized period;
• $67,000,000 — "Registrant 2024 Revenue") no less than $67,000,000 (including $67,000,000) and less than $
• $84,000,000 — 0 (including $67,000,000) and less than $84,000,000 (excluding $84,000,000); (B) 1,400,00
• $100,000,000 — 0 (including $84,000,000) and less than $100,000,000 (excluding $100,000,000); (C) 2,100,0
• $77,050,000 — "Registrant 2025 Revenue") no less than $77,050,000 (including $77,050,000) and less than $
• $96,600,000 — 0 (including $77,050,000) and less than $96,600,000 (excluding $96,600,000); (B) 1,400,00
• $115,000,000 — 0 (including $96,600,000) and less than $115,000,000 (excluding $115,000,000); (C) 2,100,0
• $2 million — ("New Bay"), in the principal amount of $2 million with an interest rate of 7% per annum,
• $30.00 — ble into shares of Foxx common stock at $30.00 per share upon the listing of Foxx comm
• $9.0 million — promissory notes in the amount of up to $9.0 million with an interest rate of 7% per annum u
• $6 million — he "Note 4") in the principal amount of $6 million and promissory notes issued by Foxx to
• $3 million — te 5") in the total principal amount of $3 million on September 12, 2024. Immediately pri
• $3.2 million — rtphones sold, generating approximately $3.2 million in revenue. For the fiscal year ended J

Filing Documents

• ea0214958-10k_foxx.htm (10-K) — 2212KB
• ea021495801ex4-3_foxx.htm (EX-4.3) — 38KB
• ea021495801ex14-1_foxx.htm (EX-14.1) — 67KB
• ea021495801ex19-1_foxx.htm (EX-19.1) — 58KB
• ea021495801ex21-1_foxx.htm (EX-21.1) — 3KB
• ea021495801ex31-1_foxx.htm (EX-31.1) — 9KB
• ea021495801ex31-2_foxx.htm (EX-31.2) — 9KB
• ea021495801ex32-1_foxx.htm (EX-32.1) — 4KB
• ea021495801ex32-2_foxx.htm (EX-32.2) — 4KB
• ea021495801ex97-1_foxx.htm (EX-97.1) — 31KB
• ea021495801ex99-1_foxx.htm (EX-99.1) — 72KB
• ea021495801ex99-2_foxx.htm (EX-99.2) — 28KB
• image_001.jpg (GRAPHIC) — 22KB
• image_002.jpg (GRAPHIC) — 23KB
• image_003.jpg (GRAPHIC) — 22KB
• image_004.jpg (GRAPHIC) — 19KB
• image_005.jpg (GRAPHIC) — 20KB
• image_006.jpg (GRAPHIC) — 45KB
• image_007.jpg (GRAPHIC) — 27KB
• image_008.jpg (GRAPHIC) — 26KB
• image_009.jpg (GRAPHIC) — 16KB
• image_010.jpg (GRAPHIC) — 15KB
• image_011.jpg (GRAPHIC) — 11KB
• image_012.jpg (GRAPHIC) — 25KB
• image_013.jpg (GRAPHIC) — 25KB
• image_014.jpg (GRAPHIC) — 5KB
• image_015.jpg (GRAPHIC) — 6KB
• image_016.jpg (GRAPHIC) — 6KB
• 0001213900-24-090457.txt ( ) — 12391KB
• foxx-20240630.xsd (EX-101.SCH) — 114KB
• foxx-20240630_cal.xml (EX-101.CAL) — 81KB
• foxx-20240630_def.xml (EX-101.DEF) — 557KB
• foxx-20240630_lab.xml (EX-101.LAB) — 822KB
• foxx-20240630_pre.xml (EX-101.PRE) — 543KB
• ea0214958-10k_foxx_htm.xml (XML) — 1380KB

Business

Business 1 Item 1A.

Risk Factors

Risk Factors 18 Item 1B. Unresolved Staff Comments 44 Item 1C. Cybersecurity 44 Item 2.

Properties

Properties 45 Item 3.

Legal Proceedings

Legal Proceedings 45 Item 4. Mine Safety Disclosures 45 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 46 Item 6. [Reserved] 46 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 47 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 63 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data F-1 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures 64 Item 9A.

Controls and Procedures

Controls and Procedures 64 Item 9B. Other Information 65 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 65 PART III Item 10. Directors, Executive Officers and Corporate Governance 66 Item 11.

Executive Compensation

Executive Compensation 71 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 72 Item 13. Certain Relationships and Related Transactions, and Director Independence 73 Item 14. Principal Accounting Fees and Services 74 PART IV Item 15. Exhibits, Financial Statement Schedules 75 Item 16. Form 10-K Summary 77 i

FORWARD LOOKING STATEMENTS

FORWARD LOOKING STATEMENTS This Annual Report (the "Annual Report") on Form 10-K of Foxx Development Holdings Inc. contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. The statements contained in this report that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipates," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking the projected financial information, anticipated growth rate, and market opportunities of the Registrant; the ability to maintain the listing of our Common Stock and Warrants on Nasdaq; Our public securities' potential liquidity and trading; Our ability to raise financing in the future; Our success in retaining or recruiting, or changes required in, officers, key employees, or directors; potential effects of extensive government regulation; Our future financial performance and capital requirements; the impact of supply chain disruptions; high inflation rates and interest rate increases; factors relating to our business, operations, and financial performances, including: Our ability to compete in a changing industry and respond quickly and cost-ef

BUSINESS

ITEM 1. BUSINESS Overview Foxx Development Holdings Inc. was incorporated under the name "Acri Capital Merger Sub I Inc." as a Delaware corporation on November 13, 2023. On September 26, 2024 (the "Closing"), Acri Capital Acquisition Corporation, a Delaware corporation ("ACAC") consummated a previously announced business combination pursuant to the terms of the business combination agreement (as amended from time to time, the "Business Combination Agreement"), by and among ACAC, Acri Capital Merger Sub I Inc., a Delaware corporation and wholly-owned subsidiary of ACAC (the "Purchaser"), Acri Capital Merger Sub II Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser ("Merger Sub"), and Foxx Development Inc., a Texas corporation ("Foxx"), pursuant to which (i) ACAC merged with and into Purchaser (the "Reincorporation Merger"), and (ii) Foxx merged with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of Purchaser (the "Acquisition Merger"). The Reincorporation Merger, the Acquisition Merger, and the transactions contemplated under the Business Combination Agreement, are collectively referred to as the "Business Combination". Upon Closing, the Purchaser was renamed as "Foxx Development Holdings Inc." (the "Registrant"), and the Merger Sub was renamed as "Foxx Development Inc." (the "Operating Subsidiary"). The Business Combination Immediately prior to the effective time of the Reincorporation Merger (the "Reincorporation Merger Effective Time"), which was on September 25, 2024, one business day prior to the Closing, (i) each issued and outstanding ACAC unit was automatically separated into one (1) share of ACAC Class A common stock and one-half (1/2) of one ACAC warrant, and (ii) each share of ACAC Class A common stock held by ACAC stockholders who validly redeemed their shares of ACAC Class A common stock (each "ACAC Redeeming Share") was automatically cancelled and ceased to exist and thereafter represented only th

View Full Filing

View this 10-K filing on SEC EDGAR