BRR Investment Corp. Files 13D for Foxx Development Holdings

TL;DR

**BRR Investment Corp. just filed a 13D on Foxx Development Holdings. Big ownership change incoming.**

AI Summary

On September 27, 2024, BRR Investment Corp. filed a Schedule 13D, indicating a change in beneficial ownership of Foxx Development Holdings Inc. The filing was made by BRR Investment Corp., with Lapistone Trust LLC acting as trustee of Durabilis Trust and owner of BRR Investment Corp. The company's former name was Acri Capital Merger Sub I Inc., with a name change occurring on February 29, 2024.

Why It Matters

This filing signals a significant change in ownership for Foxx Development Holdings Inc., which could impact the company's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in control, which can introduce volatility.

Key Players & Entities

• BRR Investment Corp. (company) — Filing entity
• Foxx Development Holdings Inc. (company) — Subject company
• Lapistone Trust LLC (company) — Trustee of Durabilis Trust, owner of BRR Investment Corp.
• Durabilis Trust (company) — Owner of BRR Investment Corp. via Lapistone Trust LLC
• Acri Capital Merger Sub I Inc. (company) — Former name of Foxx Development Holdings Inc.
• 20240927 (date) — Filing date
• 20240229 (date) — Date of former company name change

FAQ

Key Financial Figures

• $0.0001 — res of common stock with a par value of $0.0001 per share (the “PubCo Common Stoc
• $12.00 — ’s Common Stock equals or exceeds $12.00 per share (as adjusted for share splits

Filing Documents

• ea0215801-13dbrrinvest_foxx.htm (SC 13D) — 80KB
• ea021580101ex7-1_foxx.htm (EX-7.1) — 4KB
• ea021580101ex10-1_foxx.htm (EX-10.1) — 36KB
• 0001213900-24-082825.txt ( ) — 122KB

SECURITY AND ISSUER

ITEM 1. SECURITY AND ISSUER. Securities Acquired: Common stock, par value $0.0001 per share Issuer: Foxx Development Holdings Inc. 15375 Barranca Parkway, Suite C106, Irvine, CA 2618

IDENTITY AND BACKGROUND

ITEM 2. IDENTITY AND BACKGROUND. (a) Name: BRR Investment Corporation (b) Place of Organization: 9053 Estate Thomas, Ste 10, St. Thomas U.S. Virgin Islands, 00802 (c) Principal Office: 9053 Estate Thomas, Ste 10, St. Thomas U.S. Virgin Islands, 00802 (d) Criminal Convictions: 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) Civil Proceedings: 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 of findings any violation with respect to such laws.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

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.

PURPOSE OF TRANSACTION

ITEM 4. PURPOSE OF TRANSACTION. BRR has been the shareholder of 700,000 shares of common stock of Foxx since January 30, 2024. Pursuant to the Business Combination Agreement, 2,312,333 shares of Pubco Common Stock were issued to BRR at the Closing, converted from all 700,000 shares of common stock of Foxx, par value $0.0001 per share, that BRR held prior to the closing of the Business Combination. Except as set forth in this Item 4, none of the Reporting Persons has any plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors (the “Board”) or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company; (g) changes in the Issuer’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of

INTEREST IN SECURITIES OF THE ISSUER

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The responses to Items 7 - 13 of the cover page of this Schedule 13D are incorporated herein by reference. The aggregate number and percentage of shares of Pubco Common Stock beneficially owned or directly held by the Reporting Persons are based upon a total of 7,270,096 shares of Pubco Common Stock outstanding as of September 26, 2024. The Reporting Persons collectively beneficially own 2,312,333 shares of Pubco Common Stock, representing approximately 31.81% of the issued and outstanding shares of Pubco Common Stock. (b) The responses to Items 7 - 13 of the cover page of this Schedule 13D are incorporated herein by reference. BRR beneficially owns 2,312,333 shares of Pubco Common Stock, representing approximately 31.81% of the issued and outstanding shares of Pubco Common Stock. In addition, Lapistone Trust LLC, the trustee of Durabilis Trust, owner of BRR Investment Corporation has directed voting and investment discretion with respect to the shares of Pubco Common Stock held by the BRR. (c) Other than the disposition of the shares as reported in this Schedule 13D, no actions in the shares of Pubco Common Stock were effected during the past sixty (60) days by the Reporting Persons. (d) N/A (e) N/A

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Lock-up Agreement In connection with the entry into the Business Combination Agreement, the Reporting Persons entered into a lock-up agreement (“Lock-up Agreement”) pursuant to which the Reporting Person will be contractually restricted, during the Lock-up Period (as defined below), from selling or transferring any of (i) its shares of the Pubco Common Stock held immediately following the Closing and (ii) any of its shares of the Pubco Common Stock that result from converting securities held immediately following the Closing. The “Lock-up Period” means the period commencing at Closing and end the earliest of: (A) six months after the consummation of the Business Combination, (B) the date on which the Purchaser completes a liquidation, merger, stock exchange or other similar transaction after the Business Combination that results in all of Purchaser’s stockholders having the right to exchange their shares of common stock for cash, securities or other property, or (C) the date on which the last reported sale price of the Purchaser’s Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the completion of Business Combination.

MATERIAL TO BE FILED AS EXHIBITS

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

of this Schedule 13D is hereby amended by adding the following

Item 7 of this Schedule 13D is hereby amended by adding the following to the end of the section: Exhibit Number Description 7.1 Joint Filing Agreement, dated September 27, 2024 10.1 Form of Lock-Up Agreement by certain stockholder of Foxx and ACAC 5 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. Dated: September 27, 2024 BRR Investment Corporation Lapistone Trust LLC, Trustee of BRR Investment Corporation By: /s/ Chunni Ren /s/ Joshua Yang Name: Chunni Ren Name: Joshua Yang Title: Director Title: Trustee 6

View Full Filing

View this SC 13D filing on SEC EDGAR