Foxx Development Holdings Inc. Files for IPO

TL;DR

Foxx Development Holdings Inc. is going public via S-1 filing.

AI Summary

Foxx Development Holdings Inc. filed an S-1 registration statement on January 8, 2025, for its initial public offering. The company, formerly Acri Capital Merger Sub I Inc., is incorporated in Delaware and operates in the computer communications equipment sector. Its business and mailing address are located at 13284 Pond Springs Rd, Ste 405, Austin, TX 78729.

Why It Matters

This S-1 filing indicates Foxx Development Holdings Inc. is preparing to become a publicly traded company, which could offer new investment opportunities and impact the computer communications equipment market.

Risk Assessment

Risk Level: medium — As an S-1 filing, it represents a company seeking to enter the public markets, which inherently carries risks associated with new public offerings and unproven business models.

Key Numbers

• 333-284186 — SEC File Number (Identifies the specific registration statement with the SEC.)

Key Players & Entities

• Foxx Development Holdings Inc. (company) — Registrant
• Acri Capital Merger Sub I Inc. (company) — Former company name
• January 8, 2025 (date) — Filing date
• 13284 Pond Springs Rd, Ste 405, Austin, TX 78729 (address) — Business and mailing address
• 333-284186 (registration_number) — SEC registration number

FAQ

Key Financial Figures

• $0.0001 — hares of common stock of a par value of $0.0001 each ("Common Stock") of Foxx Developme
• $11 — of Common Stock at an exercise price of $11.50, which were issued on September 26,
• $10.00 — of ACAC) at a public offering price of $10.00 per unit; (2) 5,240,000 shares of Commo
• $5,240,000 — e Sponsor for a total purchase price of $5,240,000 in connection with ACAC IPO, and (3) 2,
• $11.50 — hich is less than the exercise price of $11.50 per share pursuant to the terms of the
• $50,000,000 — al or equivalent in value to the sum of $50,000,000 divided by $10.00 per share. " Closing
• $42,000,000 — al or equivalent in value to the sum of $42,000,000 divided by $10.00 per share, subject to

Filing Documents

• ea0225172-01.htm (S-1) — 6508KB
• ea022517201ex4-3_foxx.htm (EX-4.3) — 23KB
• ea022517201ex5-1_foxx.htm (EX-5.1) — 8KB
• ea022517201ex23-1_foxx.htm (EX-23.1) — 2KB
• ea022517201ex-fee_foxx.htm (EX-FILING FEES) — 15KB
• timage_001.jpg (GRAPHIC) — 435KB
• timage_002.jpg (GRAPHIC) — 362KB
• timage_003.jpg (GRAPHIC) — 812KB
• timage_004.jpg (GRAPHIC) — 427KB
• timage_005.jpg (GRAPHIC) — 456KB
• timage_006.jpg (GRAPHIC) — 307KB
• timage_007.jpg (GRAPHIC) — 71KB
• timage_008.jpg (GRAPHIC) — 48KB
• timage_009.jpg (GRAPHIC) — 399KB
• timage_010.jpg (GRAPHIC) — 539KB
• timage_011.jpg (GRAPHIC) — 26KB
• timage_012.jpg (GRAPHIC) — 25KB
• timage_013.jpg (GRAPHIC) — 26KB
• timage_14.jpg (GRAPHIC) — 188KB
• tflowchart_001.jpg (GRAPHIC) — 82KB
• ex5-1_001.jpg (GRAPHIC) — 14KB
• ex5-1_002.jpg (GRAPHIC) — 9KB
• 0001213900-25-002199.txt ( ) — 29861KB
• foxx-20240930.xsd (EX-101.SCH) — 98KB
• foxx-20240930_cal.xml (EX-101.CAL) — 89KB
• foxx-20240930_def.xml (EX-101.DEF) — 450KB
• foxx-20240930_lab.xml (EX-101.LAB) — 700KB
• foxx-20240930_pre.xml (EX-101.PRE) — 470KB
• ea0225172-01_htm.xml (XML) — 3557KB

USE OF PROCEEDS

USE OF PROCEEDS 35 DETERMINATION OF OFFERING PRICE 36 MARKET INFORMATION FOR SECURITIES AND DIVIDEND POLICY 37

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 38 CORPORATE HISTORY AND STRUCTURE 54 MARKET OPPORTUNITIES 55

BUSINESS

BUSINESS 56 MANAGEMENT 74

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 80 BENEFICIAL OWNERSHIP OF SECURITIES 82 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 83

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 84 TAX CONSIDERATIONS 89 PLAN OF DISTRIBUTION (CONFLICT OF INTEREST) 93 LEGAL MATTERS 94 EXPERTS 94 WHERE YOU CAN FIND MORE INFORMATION 94 INDEX TO FINANCIAL STATEMENTS F-1 i Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S -1 that we filed with the Securities and Exchange Commission (the "SEC") using a "shelf" registration process. Under this shelf registration process, we may, from time to time, offer and sell up to 12,145,917 shares of Common Stock issuable upon exercise of the Warrants. We will receive proceeds from the exercise of Warrants if the Warrants are exercised for cash. The likelihood that warrant holders will exercise the Warrants and any cash proceeds that we would receive is dependent upon the market price of our Common Stock. Based on the closing price of our Common Stock at $[__] per share on [__], 2025, which is less than the exercise price of $11.50 per share pursuant to the terms of the Warrants, we believe holders of the Warrants will be unlikely to exercise their Warrants, and we are unlikely to receive proceeds from the exercise of Warrants. A prospectus supplement may also add, update or change information included in this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. You should rely only on the information contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. See " Where You Can Find More Information ." We have not authorized anyone to provide any information or to make any representations other than

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This prospectus contains forward -looking statements that involve substantial risks and uncertainties. The Private Securities Litigation Reform Act of 1995 (the "PSLRA") provides safe harbor protections for forward -looking statements in order to encourage companies to provide prospective information about their business. Forward -looking statements include, without limitation, our expectations concerning the outlook for our business, productivity, plans and goals for future operational improvements and capital investments, operational performance, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, as well as any information concerning possible or assumed future results of operations. We desire to take advantage of the safe harbor provisions of the PSLRA and is including this cautionary statement in connection with this safe harbor legislation. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future financial position, business strategy and plans and objectives of management for future operations, are forward -looking statements. In some cases, you can identify forward -looking statements by words such as "estimate," "plan," "project," "forecast," "intend," "expect," "anticipate," "believe," "seek," "strategy," "future," "opportunity," "may," "target," "should," "will," "would," "will be," "will continue," "will likely result," or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward -looking statements involve a number of risks, uncertainties and assumptions, and actual results or events may differ materially from those implied in those statements. Important factors that could cause such differences include, but are not limited to: Our projected financial information, anticipated growth rate, and mar

View Full Filing

View this S-1 filing on SEC EDGAR