Foxx Development Holdings INC. 8-K Filing
Ticker: FOXXW · Form: 8-K · Filed: Dec 29, 2025 · CIK: 2013807
Sentiment: neutral
Filing Stats: 1,346 words · 5 min read · ~4 pages · Grade level 11.3 · Accepted 2025-12-29 16:00:28
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
Filing Documents
- ea0270674-8k_foxxdevelop.htm (8-K) — 42KB
- ea027067401ex3-1_foxxdevelop.htm (EX-3.1) — 7KB
- 0001213900-25-126027.txt ( ) — 262KB
- foxx-20251222.xsd (EX-101.SCH) — 4KB
- foxx-20251222_def.xml (EX-101.DEF) — 26KB
- foxx-20251222_lab.xml (EX-101.LAB) — 36KB
- foxx-20251222_pre.xml (EX-101.PRE) — 25KB
- ea0270674-8k_foxxdevelop_htm.xml (XML) — 5KB
02. Departure
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Foxx Development Holdings Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting") on December 22, 2025. At the Annual Meeting, the stockholders approved (x) a proposal to elect five directors to serve until the annual meeting of stockholders of the Company to be held in 2026 and until the successors are elected and qualified; (y) a proposal to approve and ratify the appointment of CBIZ CPAs P.C. as the independent registered public accounting firm of the Company for the fiscal year ending June 30, 2026; and (z) a proposal to approve an amendment to the Company's Amended and Restated Certificate of Incorporation as set forth in the Proxy Statements (as defined below) relating to the Annual Meeting. Previously, as disclosed in the definitive proxy the Company, notified the Company on November 20, 2025 of her intent to step down as the director of the Company upon the nomination and election of a successor at the Annual Meeting. On December 22, 2025, as disclosed below, upon the election of Michelle Jie Shen as the director of the Company, Ms. Miao's service as the director of the Company automatically terminated. There was no disagreement between Ms. Miao and the Company on any matter relating to the Company's operations, policies or practices. In Ms. Miao's place, Ms. Shen will take office as the director of the Company on December 22, 2025. M. Shen will succeed Ms. Miao and assume the positions as the chair of the audit committee of the Company and members of the nomination and compensation committees of the Company on December 22, 2025. Ms. Shen has been determined to qualifies as an "audit committee financial expert" within the meaning of SEC regulations
03. Amendments to Articles of Incorporation or Bylaws; Change
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the Annual Meeting, the stockholders of the Company approved the proposal to amend Company's amended and restated certificate of incorporation (the "Charter") to amend Article X of the Charter concerning the renunciation of corporate opportunities doctrine under the laws of the State of Delaware. Upon the stockholders' approval, on December 29, 2025, the Company filed a certificate of amendment to the Charter which became effective upon filing. A copy of the certificate of amendment to the Charter is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
07 Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders. On the record date of November 28, 2025, there were 6,962,811 shares of common stock issued and outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, the holders of a total of 5,090,650 shares of common stock were present in person or by proxy. Shareholders voted as follows on the matters presented for a vote. 1 1. Election of Directors At the Annual Meeting, the vote on the proposal to elect five directors to serve until the annual meeting of stockholders of the Company to be held in 2026 and until the successors are elected and qualified, was as follows: For Against Abstain Joy Yi Hua 5,076,809 5,109 8,732 Haitao Cui 5,084,138 4,961 1,551 Michelle Jie Shen 5,081,507 412 8,731 Edmund R. Miller 5,081,657 260 8,733 John Chiang 5,081,908 260 8,482 2. Appointment of CBIZ CPAs P.C. as the Independent Registered Public Accounting Firm At the Meeting, the vote on the proposal to approve and ratify the appointment of CBIZ CPAs P.C. as the independent registered public accounting firm of the Company for the fiscal year ending June 30, 2026, was as follows: For Against Abstain 5,081,899 270 8,481 3. Approval of the Amendment to the Amended and Restated Certificate of Incorporation At the Meeting, the vote on the proposal to approve an amendment to the Company's Amended and Restated Certificate of Incorporation as set forth in the proxy statements relating to the Annual Meeting, was as follows: For Against Abstain 5,081,899 270 8,481 Item9.01 Financial Statements and Exhibits. (c) Exhibits Exhibit No. Description 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated December 29, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FOXX DEVELOPMENT HOLDINGS INC. Date: December 29, 2025 By: /s/ Joy Yi Hua Name: Joy Yi Hua Title: CFO 3