Foxx Development Holdings Inc. — Director's Dealing 2024

Sep 26, 2024

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Foxx Development Holdings Inc. (FOXX)
CIK: 0002013807
Period of Report: 2024-09-26

Reporting Person: Hua Joy Yi (Director, CFO and Chairwoman, 10% Owner)
Reporting Person: Acri Capital Sponsor LLC (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2156250	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrants	$		Common Stock (7843923)		Indirect

Footnotes

F1: In connection with the closing of the initial business combination of Acri Capital Acquisition Corporation ("ACAC"), pursuant to certain business combination agreement by and among ACAC, Acri Capital Merger Sub I Inc., a Delaware corporation and subsidiary of the ACAC ("PubCo"), Acri Capital Merger Sub II Inc., a Delaware corporation and subsidiary of the PubCo ("Merger Sub"), and Foxx Development Inc., a Texas corporation ("Foxx"), dated February 18, 2024, 2,156,250 shares of common stock and 7,843,923 warrants of PubCo (now known as "Foxx Development Holdings Inc." the "Issuer") were issued to Acri Capital Sponsor LLC on the date hereof. Ms. Joy Yi Hua is the manager of Acri Capital Sponsor LLC and thus, is deemed to beneficially own all such 2,156,250 shares of Common Stock and 7,843,923 warrants held by Acri Capital Sponsor LLC in the Issuer.

F2: Acri Capital Sponsor LLC is the record holder of the shares reported herein.

F3: As described in a certain Warrant Assumption Agreement, dated the date hereof, between the Issuer, ACAC and Vstock Transfer, LLC (the "Warrant Agent"), which amends a certain Warrant Agreement, dated June 9, 2022, between ACAC and the Warrant Agent (the "Warrant Agreement"), the warrants may be exercised only commencing on September 26, 2024 and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five(5) years after September 26, 2024, and (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of the Warrant Agreement .

F4: Acri Capital Sponsor LLC is the record holder of the warrants reported herein.