BR Technologies Files 13D for Foxx Development Holdings

TL;DR

**BR Tech now has a stake in Foxx Dev!**

AI Summary

BR Technologies Pte. Ltd. has filed a Schedule 13D regarding Foxx Development Holdings Inc. The filing, dated October 7, 2024, indicates a change in beneficial ownership. BR Technologies Pte. Ltd. is located at 51 Normanton Park, Singapore.

Why It Matters

This filing signals a significant change in the ownership structure of Foxx Development Holdings Inc., potentially impacting its stock price and strategic direction.

Risk Assessment

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

Key Numbers

• 20241007 — Filing Date (Date of the Schedule 13D filing)
• 0001213900-24-085696 — Accession Number (Unique identifier for the SEC filing)

Key Players & Entities

• BR Technologies Pte. Ltd. (company) — Filing entity
• Foxx Development Holdings Inc. (company) — Subject company
• BAOMAN XU (person) — Group member
• 51 Normanton Park, #24-29 Normanton Park, Singapore 117281 (address) — BR Technologies Pte. Ltd. address
• 13284 Pond Springs Rd, Ste 405, Austin, TX 78729 (address) — Foxx Development Holdings Inc. address

FAQ

Key Financial Figures

• $0.0001 — suer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $0.001 — ”) to the common stock, par value $0.001 (the “Issuer Common Stock”)
• $9.0 million — promissory notes in the amount of up to $9.0 million with an interest rate of 7% per annum.
• $6 million — Note”) in the principal amount of $6 million and promissory notes issued by Foxx to
• $3 million — razyna in the total principal amount of $3 million on September 12, 2024. On September 25
• $30.00 — res of Foxx common stock, at a price of $30.00 per share. At the Closing, all of the c

Filing Documents

• ea021692001-13dbrtech_foxx.htm (SC 13D) — 63KB
• ea021692001ex7-1_foxx.htm (EX-7.1) — 3KB
• 0001213900-24-085696.txt ( ) — 68KB

(d) or 2(e)

Item 2(d) or 2(e) 6 Citizenship or place of organization Singapore Number of shares beneficially owned by each reporting person with 7 Sole voting power 663,581 (1) 8 Shared voting power 9 Sole dispositive voting power 663,581 (1) 10 Shared dispositive power 11 Aggregate amount beneficially owned by each reporting person 663,581 (1) 12 Check box if the aggregate amount in row (11) excludes certain shares* 13 Percent of class represented by amount in row (11) 9.1% 14 Type of reporting person* CO (1) Representing 663,581 shares of common stock, par value $0.0001 per share (the “Issuer Common Stock”), of Foxx Development Holdings Inc. (the “Issuer” or “PubCo”) held by BR Technologies Pte. Ltd. ( “BR”). Pursuant to the Business Combination Agreement, dated February 18, 2024 (as amended, the “Business Combination Agreement”), by and among Acri Capital Acquisition Corporation, a Delaware corporation (“ACAC”), PubCo, Acri Capital Merger Sub II Inc., a Delaware corporation and wholly-owned subsidiary of PubCo (“Merger Sub”), and Foxx Development Inc., a Texas corporation (“Foxx”), relating to the business combination of ACAC and Foxx, at the closing of the transactions contemplated thereunder (collectively, the “Business Combination”) on September 26, 2024, all 663,581 shares of Issuer Common Stock were issued to BR, as a result of conversion of all the unpaid principal and accrued interest arising from the promissory note from Foxx to BR, dated September 12, 2024, as described in Item 4 of this Schedule 13D. 2 SCHEDULE 13D CUSIP No. 351665 104 1 Name of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Baoman Xu 2 Check the appropriate box if a member of a group* (a) (b) 3 SEC use only 4 Source of funds* OO 5 Check box if disclosure of legal proceedings is required pur

(d) or 2(e)

Item 2(d) or 2(e) 6 Citizenship or place of organization China Number of shares beneficially owned by each reporting person with 7 Sole voting power 663,581 (2) 8 Shared voting power 9 Sole dispositive voting power 663,581 (2) 10 Shared dispositive power 11 Aggregate amount beneficially owned by each reporting person 663,581 12 Check box if the aggregate amount in row (11) excludes certain shares* 13 Percent of class represented by amount in row (11) 9.1% 14 Type of reporting person* IN (2) Mr. Baoman Xu is the sole member and manager of BR and therefore is deemed to have voting and dispositive control over the securities held by BR. 3 SCHEDULE 13D CUSIP No. 351665 104 This statement relates (the “Schedule 13D”) to the common stock, par value $0.001 (the “Issuer Common Stock”), issued by Foxx Development Holdings Inc. (the “Issuer”). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.

Security and Issuer

Item 1. Security and Issuer. Securities acquired: Common Stock of the Issuer. Issuer: Foxx Development Holdings Inc. 13575 Barranca Parkway C106 Irvine, CA 92618

Identity and Background

Item 2. Identity and Background. (a) This (“Mr. Xu”, with BR, the “Reporting Persons”). The Reporting Persons are the holder of record of approximately 9.1% of the outstanding shares of Issuer Common Stock based on the number of shares of Issuer Common Stock outstanding as of September 26, 2024. (b) The principal business address of the Reporting Persons is BR is 51 Normanton Park,#24-29 Normanton Park, Singapore 117281. (c) BR is primarily involved in investment. Mr. Xu is the director of BR. (d) 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) 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. (f) BR is a private company limited by shares incorporated in Singapore. The Citizenship of Mr. Xu is China.

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. 4 SCHEDULE 13D CUSIP No. 351665 104

Purpose of Transaction

Item 4. Purpose of Transaction. On February 18, 2024, Acri Capital Acquisition Corporation, a Delaware corporation (“ACAC”), the Issuer, Acri Capital Merger Sub II Inc., a Delaware corporation and wholly-owned subsidiary of the Issuer (“Merger Sub”), and Foxx Development Inc., a Texas corporation, entered into a business combination agreement (as amended, the “Business Combination Agreement”). In connection with the Business Combination Agreement and all the transaction contemplated therein (the “Business Combination”), on May 30, 2024, Foxx, BR and Grazyna Plawinski Limited (“Grazyna”) entered into a securities purchase agreement for the issuance of promissory notes in the amount of up to $9.0 million with an interest rate of 7% per annum. A promissory note was issued by Foxx to BR (the “BR Note”) in the principal amount of $6 million and promissory notes issued by Foxx to Grazyna in the total principal amount of $3 million on September 12, 2024. On September 25, 2024, ACAC merged with and into the Issuer, with the Issuer as the surviving entity and on September 26, 2024 (the “Closing”), Foxx merged) with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of Issuer. Immediately prior to the Closing, all the unpaid principal and accrued interest on the BR Note was converted into 200,882 shares of Foxx common stock, at a price of $30.00 per share. At the Closing, all of the converted shares of Foxx common stock were cancelled in exchange for the holders’ pro rata share of the 5,000,000 shares of Issuer Common Stock, which was the merger consideration that the Issuer issued to the holders of Foxx common stock, resulting in 663,581 shares of Issuer Common Stock issued to BR. On the same date, among other things, (x) the Issuer changed its name from “Acri Capital Merger Sub I Inc.” to “Fox Development Holdings Inc.” and (y) the

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. (a) The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference. The aggregate number and percentage of Issuer Common Stock beneficially or directly owned by the Reporting Persons is based upon a total of 7,270,096 shares of Issuer Common Stock outstanding as of September 26, 2024. The Reporting Persons beneficially own 663,581 shares of Issuer Common Stock, representing approximately 9.1% of the issued and outstanding shares of Issuer Common Stock. (b) The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference. The beneficial ownership of the Reporting Persons is 663,581 shares of Issuer Common Stock, representing approximately 9.1% of the issued and outstanding shares of Issuer Common Stock. (c) Other than the disposition of the shares as reported in this Schedule 13D, no actions in the Issuer 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. The information set forth in Items 4 of this Schedule 13D are hereby incorporated by reference into this Item 6. 5 SCHEDULE 13D CUSIP No. 351665 104

Materials to be Filed as Exhibits

Item 7. Materials to be Filed as Exhibits.

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

Item 7 of the Schedule 13D is hereby amended by adding the following to the end of the section: Exhibit No. Description 7.1 Joint Filing Agreement, dated October 7, 2024. 10.1 Business Combination Agreement dated as of February 18, 2024, by and among ACAC, Issuer, Merger Sub and Foxx. 10.2 Amendment to the Business Combination Agreement, dated May 31, 2024, by and among ACAC, Issuer, Merger Sub, and Foxx. 10.3 Promissory Note from Foxx to BR Technologies Pte. Ltd., dated September 12, 2024. 10.4 Securities Purchase Agreement, by and among Foxx, BR Technologies Pte. Ltd. and Grazyna Plawinski Limited, dated May 30, 2024. 6 SCHEDULE 13D CUSIP No. 351665 104

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Date: October 7, 2024 BR Technologies Pte. Ltd. By: /s/ Baoman Xu /s/ Baoman Xu Name: Baoman Xu Baoman Xu Title: Director 7

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View this SC 13D filing on SEC EDGAR