Foxx Development Holdings Inc. Files 8-K with Multiple Material Events

TL;DR

Foxx Development Holdings Inc. (FOXX) filed an 8-K detailing acquisitions, equity sales, and potential delisting - big changes ahead.

AI Summary

Foxx Development Holdings Inc. (formerly Acri Capital Merger Sub I Inc.) filed an 8-K on October 2, 2024, reporting several material events as of September 26, 2024. These include entering into a material definitive agreement, completion of an acquisition, notice of potential delisting, unregistered sales of equity securities, and changes in control. The company's fiscal year ends on December 31.

Why It Matters

This 8-K filing indicates significant corporate actions and potential changes for Foxx Development Holdings Inc., including acquisitions and possible delisting, which could impact its stock and operations.

Risk Assessment

Risk Level: high — The filing mentions a 'Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard,' indicating significant financial or operational distress.

Key Players & Entities

• Foxx Development Holdings Inc. (company) — Registrant
• Acri Capital Merger Sub I Inc. (company) — Former Company Name
• 20241002 (date) — Filing Date
• 20240926 (date) — Period of Report Date

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share FOXX The Nasdaq Stock Mar
• $11.50 — of Common Stock at an exercise price of $11.50 FOXXW The Nasdaq Stock Market LLC
• $4 billion — . Congress with funding of no less than $4 billion in total for such reauthorized period;
• $67,000,000 — e "New Foxx 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 — e "New Foxx 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
• $16.6 million — eceived gross proceeds of approximately $16.6 million in connection with the Business Combina
• $15.0 million — he Business Combination, which included $15.0 million in gross proceeds raised through the Tr
• $1.6 million — , funds held in ACAC's trust account of $1.6 million (net of Redemptions in connection with
• $2 million — ered entity, 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

Filing Documents

• ea0214995-8k_foxxdevelop.htm (8-K) — 216KB
• ea021499501ex3-2_foxxdev.htm (EX-3.2) — 50KB
• ea021499501ex3-3_foxxdev.htm (EX-3.3) — 149KB
• ea021499501ex4-5_foxxdev.htm (EX-4.5) — 20KB
• ea021499501ex10-16_foxxdev.htm (EX-10.16) — 137KB
• ea021499501ex10-17_foxxdev.htm (EX-10.17) — 90KB
• ea021499501ex10-18_foxxdev.htm (EX-10.18) — 137KB
• ea021499501ex10-19_foxxdev.htm (EX-10.19) — 93KB
• ea021499501ex10-20_foxxdev.htm (EX-10.20) — 15KB
• ea021499501ex10-21_foxxdev.htm (EX-10.21) — 87KB
• ea021499501ex10-22_foxxdev.htm (EX-10.22) — 89KB
• ea021499501ex10-23_foxxdev.htm (EX-10.23) — 89KB
• ea021499501ex10-24_foxxdev.htm (EX-10.24) — 76KB
• ea021499501ex10-25_foxxdev.htm (EX-10.25) — 94KB
• ea021499501ex10-26_foxxdev.htm (EX-10.26) — 158KB
• ea021499501ex10-27_foxxdev.htm (EX-10.27) — 38KB
• ea021499501ex10-28_foxxdev.htm (EX-10.28) — 38KB
• ea021499501ex10-29_foxxdev.htm (EX-10.29) — 29KB
• ea021499501ex10-30_foxxdev.htm (EX-10.30) — 60KB
• ea021499501ex10-31_foxxdev.htm (EX-10.31) — 22KB
• ea021499501ex10-32_foxxdev.htm (EX-10.32) — 36KB
• ea021499501ex10-33_foxxdev.htm (EX-10.33) — 40KB
• ea021499501ex10-34_foxxdev.htm (EX-10.34) — 40KB
• ea021499501ex10-35_foxxdev.htm (EX-10.35) — 41KB
• ea021499501ex10-36_foxxdev.htm (EX-10.36) — 22KB
• ea021499501ex10-37_foxxdev.htm (EX-10.37) — 57KB
• ea021499501ex14-1_foxxdev.htm (EX-14.1) — 67KB
• ea021499501ex21-1_foxxdev.htm (EX-21.1) — 3KB
• ea021499501ex99-1_foxxdev.htm (EX-99.1) — 410KB
• ea021499501ex99-2_foxxdev.htm (EX-99.2) — 477KB
• ea021499501ex99-3_foxxdev.htm (EX-99.3) — 1003KB
• ea021499501ex99-4_foxxdev.htm (EX-99.4) — 465KB
• ea021499501ex99-5_foxxdev.htm (EX-99.5) — 82KB
• 0001213900-24-084719.txt ( ) — 5370KB
• foxx-20240926.xsd (EX-101.SCH) — 4KB
• foxx-20240926_def.xml (EX-101.DEF) — 28KB
• foxx-20240926_lab.xml (EX-101.LAB) — 38KB
• foxx-20240926_pre.xml (EX-101.PRE) — 26KB
• ea0214995-8k_foxxdevelop_htm.xml (XML) — 7KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement Indemnification Agreements Upon the Closing, New Foxx entered into indemnification agreements with each of its directors and officers. The indemnification agreements require New Foxx to indemnify its directors and officers for certain reasonable expenses, including attorneys' fees and retainers, court costs, witness and expert costs, incurred by a director or officer in any action or proceeding and any appeal to an action or proceeding arising out of their services as directors or executive officers of New Foxx and any other company or enterprise to which the person provides services at the request of New Foxx. The foregoing description of the indemnification agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of indemnification agreement, which is filed as Exhibit 10.30 hereto and incorporated herein by reference. New Foxx 2024 Equity Incentive Plan Pursuant to the Business Combination Agreement, the board of directors of Purchaser, and ACAC, as the sole stockholder of Purchaser, adopted and approved a 2024 Equity Incentive Plan (the "Incentive Plan"), which became effective upon the Closing. The Incentive Plan is administered by the plan administrator, who is the Board of Directors of New Foxx ("New Foxx Board") or a committee that the New Foxx Board designates. The plan administrator has the power to determine, among other things, the terms of the awards granted under the Incentive Plan, including the exercise price, the number of shares subject to each award (and the class of shares), and the exercisability and vesting terms of the awards, subject to the terms of the Incentive Plan. The plan administrator also has the power to determine the persons to whom and the time or times at which awards will be made and to make all other determinations and take all other actions advisable for the administration of the Incentive Plan. All decisio

01. Completion of Acquisition of Disposition

Item 2.01. Completion of Acquisition of Disposition of Assets The disclosure set forth in the " Introductory Note " above is incorporated by reference in Item 2.01 of this Current Report on Form 8-K. A more complete summary of the material provisions of the Business Combination Agreement is included in the Proxy Statement/Prospectus in the section titled " Proposal 1: The Business Combination Proposal — Summary of the Business Combination Agreement " (beginning on page 73). That summary and the description of the Business Combination Agreement included in this Current Report on Form 8-K are qualified in their entirety by reference to the full text of the Business Combination Agreement, which is filed as Exhibit 2.1 hereto and incorporated herein by reference. ACAC held the Special Meeting held on August 27, 2024. At the Special Meeting, ACAC stockholders considered and adopted, among other matters, the Business Combination Agreement, including approval of the Business Combination and other transactions contemplated by the Business Combination Agreement and related agreements described in the Proxy Statement/Prospectus. In connection with the Special Meeting, certain ACAC stockholders exercised their right to redeem 1,744,663 shares of ACAC Class A common stock for cash at a price of $11.75 per share for an aggregate cash payment of approximately $20.5 million (collectively, the "Redemption"), which was paid out of the trust account of ACAC. In connection with the Closing, the following transactions (collectively, the "Transactions") were completed: ACAC merged with and into Purchaser, with Purchaser as the surviving corporation; Foxx merged with and into Merger Sub, with Merger Sub as the surviving corporation and a wholly-owned subsidiary of Purchaser; Immediately before the Reincorporation Merger Effective Time, which was September 25, 2024, one business day prior to the Closing, (i) each issued and outstanding ACAC unit was automatically separated into o

01(f) of Form 8-K states

Item 2.01(f) of Form 8-K states that if a predecessor registrant was a "shell company" (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), as New Foxx was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration on Form 10. As a result of the consummation of the Business Combination, New Foxx ceased to be a shell company. Accordingly, New Foxx, is providing the information below that would otherwise be included in a Form 10 if it were to file a Form 10. Note that the information provided below relates to New Foxx after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires. Upon the Closing and after the consummation of the Business Combination, New Foxx became a holding company whose only assets consist of equity interests in New Foxx Operating Co, its wholly-owned subsidiary.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K, and some of the information incorporated by reference, includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of New Foxx. These statements are based on the beliefs and assumptions of management of New Foxx. Although the management of New Foxx believes that their respective plans, intentions, and expectations reflected in or suggested by these forward-looking statements are reasonable, they cannot assure you that New Foxx will achieve or realize such plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements may be preceded by, followed by or include the words "believe," "estimate," "expect," "project," "forecast," "may," "might," "will," "should," "seek," "plan," "scheduled," "possible," "anticipate," "intend," "aim," "aspire," "strive," or similar expressions. Forward-looking statements are not guarantees of performance. You should not place undue reliance on these statements, which speak only as of the date hereof. Forward-looking the projected financial information, anticipated growth rate, and market opportunities of New Foxx; the ability to maintain the listing of New Foxx Common Stock and New Foxx Warrants on Nasdaq following the Business Combination; New Foxx's public securities' potential liquidity and trading; New Foxx's ability to raise financing in the future; New Foxx's success in

Business

Business The business of New Foxx is described in the Proxy Statement/Prospectus in the section titled " Information about Foxx " (beginning on page 124), which is incorporated herein by reference.

Risk Factors

Risk Factors The risk factors related to the business and operations of New Foxx are described in the Proxy Statement/Prospectus in the section titled " Risk Factors " (beginning on page 22), which is incorporated herein by reference.

Properties

Properties The properties of New Foxx are described in the Proxy Statement/Prospectus in the section titled " Information about Foxx — Facilities " (beginning on page 138), which is incorporated herein by reference. Financial Information Unaudited Consolidated Financial Statements and Audited

Financial Statements of Foxx

Financial Statements of Foxx The audited financial statements of Foxx as of June 30, 2023 and 2022, and for the year ended June 30, 2023 and 2022, and the unaudited consolidated financial are incorporated herein by reference. Unaudited Condensed Consolidated Financial Statements and Audited

Financial Statements of ACAC

Financial Statements of ACAC The unaudited condensed consolidated financial statements of ACAC as of and for the three months ended March 31, 2024 and the audited financial statements of ACAC as of and for the year ended December 31, 2023 and 2022 are set forth in Exhibit 99.4 and are incorporated herein by reference. Unaudited Pro Forma Condensed Combined Financial information The unaudited pro forma condensed combined balance sheet of New Foxx as of March 31, 2024 and the unaudited pro forma condensed combined statement of operations for the nine months ended March 31, 2024 and for the year ended June 30, 2023 are set forth in Exhibit 99.1 hereto and are incorpo

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View this 8-K filing on SEC EDGAR