Foxx Development Holdings Inc美股招股说明书(2025-01-24版)

Up to 12,145,917 Shares of Common Stock Issuable UponExercise of Warrants This prospectus relates to the issuance of up to 12,145,917 shares of common stock of a par value of$0.0001each(“Common Stock”)of Foxx Development Holdings Inc.,a Delaware corporation(the“Company”), including (1) 4,301,994 shares of Common Stock issuable upon the exercise of warrants of theCompany (the “IPO Warrants”) to purchase shares of Common Stock at an exercise price of $11.50, whichwere issued on September 26, 2024 (the “Closing” or “Closing Date”) in exchange for the public warrants ofAcri Capital Acquisition Corporation (“ACAC”) that were issued in the initial public offering of ACAC(“ACAC IPO”) as part of the units (each consisting of one Class A ordinary share and one-half of oneredeemable warrant of ACAC) at a public offering price of $10.00 per unit; (2) 5,240,000 shares of CommonStock issuable upon the exercise of warrants of the Company (the “Private Placement Warrants”) to purchaseshares of Common Stock at an exercise price of $11.50, which were issued to Acri Capital Sponsor LLC, aDelaware limited liability company, the sponsor of the ACAC IPO (the “Sponsor”) on the Closing Date inexchange for the private warrants of ACAC purchased by the Sponsor for a total purchase price of $5,240,000in connection with ACAC IPO, and (3) 2,603,923 shares of Common Stock issuable upon the exercise ofwarrants of the Company (the “Working Capital Warrants”, together with the Private Placement Warrants, the“Sponsor Warrants”) to purchase shares of Common Stock at an exercise price of $11.50, which were issued tothe Sponsor on the Closing Date in exchange for the warrants of ACAC issued to the Sponsor upon theconversion of the promissory notes issued by ACAC (the “Working Capital Notes”) in connection with theworking capital loans provided by the Sponsor, the officers and directors of ACAC, and/or their designees. TheIPO Warrants of the Company and the Sponsor Warrants of the Company are collectively referred herein as the“Warrants.” We will receive proceeds from the exercise of Warrants if the Warrants are exercised for cash. Thelikelihood that warrant holders will exercise the Warrants and any cash proceeds that we would receive isdependent upon the market price of our Common Stock. Based on the closing price of our Common Stock at$3.61 per share on January 23, 2025, which is less than the exercise price of $11.50 per share pursuant to theterms of the Warrants, we believe holders of the Warrants will be unlikely to exercise their Warrants, and weare unlikely to receive proceeds from the exercise of Warrants. We will pay the expenses associated withregistering the sales of shares of Common Stock, as described in more detail in the section titled “Use ofProceeds” appearing elsewhere in this prospectus. Our shares of Common Stock and Warrants are listed on the Nasdaq Stock Market LLC (“Nasdaq”),under the trading symbols “FOXX” and “FOXXW”, respectively. On January 23, 2025, the closing price forour shares of Common Stock on Nasdaq was $3.61. We may amend or supplement this prospectus from time to time by filing amendments or supplements asrequired. You should read this entire prospectus and any amendments or supplements carefully before youmake your investment decision. We are an “emerging growth company” as defined under the U.S. federal securities laws and, as such,may elect to comply with certain reduced public company disclosure and reporting requirements. See“Summary of the Prospectus — Emerging Growth Company”. Investing in our securities involves a high degree of risk. You should carefully review the risks anduncertainties described in the section titled “Risk Factors”beginning on page 8 of this prospectus, andunder similar headings in any amendments or supplements to this prospectus. None of the U.S. Securities and Exchange Commission or any state securities commission hasapproved or disapproved of the securities or determined if this prospectus is accurate or adequate. Anyrepresentation to the contrary is a criminal offense. The date of this prospectus is January 23, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the Securities andExchange 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 ofthe 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 isdependent upon the market price of our Common Stock. Based on the closing price of our Common Stock at$3.61 per share on January 23, 2025, which is less than the exercise price of $11.50 per share pursuant to theterms of the Warrants, we believe holders of the Warrants will be unlikely to