Total Current Liabilities Transaction costs---- CASH FLOWS FROM OPERATING ACTIVITIES: $(4,927,154)$(2,074,011)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation35,951Interest expense from convertible promissory notes140,740Amortization of operating right of use assets160,521Provision for credit losses464,988Stock-based compensation expenses527,542Change in fair value of earnout liabilities(5,687,989)Loss on sale of equipment3,400 Amount due from a related party140Security deposits(1,123,807) Taxes payable(299,585)Other payables and accrued liabilities1,974,134Other payable - related party(32,007)Operating lease liabilities(123,471)Net cash used in operating activities(4,653,662)(4,250,712CASH FLOWS FROM INVESTING ACTIVITIES: Repayments to short-term loans - related party-Repayments to short-term loans(291,208)Principal payments of long-term loan(14,432) Proceeds from convertible promissory noteProceeds from reverse recapitalization, net of payments of transaction costs Proceeds from issuance of common stock through exercise of warrants120,750Payment of redemption payable(20,499,790)Payments of deferred transaction costs(131,400) EFFECT OF EXCHANGE RATE CHANGES2,297NET CHANGE IN CASH3,202,607(1,570,097) 4 Note1 —Nature of business and organization Foxx Development Holdings Inc. (“Foxx” or the “Company”) was incorporated on November 13, 2023 under the name “AcriCapital Merger Sub I Inc.” On February 18, 2024, the Company entered into a business combination agreement (as amended on May31, 2024, the “Business Combination Agreement”), by and among the Company, Acri Capital Acquisition Corporation, a Delawarecorporation and our parent company at the time (“ACAC”), Acri Capital Merger Sub II Inc., a Delaware corporation and our wholly- On August29, 2023, Foxx Technology Pte Ltd, a Singapore private company (“Foxx Technology”), was incorporated inSingapore, with Old Foxx holding51% of the equity interests in Foxx Technology. Foxx Technology operates in the field of themanufacture of wireless communications equipment, and the wholesale of handphones, handphone peripheral equipment and othertelecommunications equipment. Since the Company owns the majority controlling financial interest in Foxx Technology, according to submitted the application to dissolve Foxx Technology to the Accounting and Corporate Regulatory Authority (ACRA) of Singapore.On November 4, 2024, ACRA granted Foxx Technology’s application and struck it off from the company register of Singapore. On March 3, 2025, Foxx Development (Singapore) Pte. Ltd (“Foxx Singapore”) was incorporated in Singapore. Foxx Singaporeis primarily engaged in assembling electronic products, is100% owned by the Company.Note2 —Going Concern Company’s management has considered whether there is substantial doubt about its ability to continue as a going concern due to(1)net cash used in operating activities of approximately $4.7million for the nine months ended March 31, 2025, (2) net loss of approximately $4.9million for the nine months ended March 31, 2025, and (3)accumulated deficit of approximately $16.0million asof March 31, 2025.5 ●Other available sources of financing from banks in the UnitedStates of America and other financial institutions or privatelenders;●Financial support and credit guarantee commitments from the Company’s related parties; and As such, the Company’s management has determined that the factors discussed above have raised substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited condensed consolidated financialstatements are issued. The unaudited condensed consolidated financial statements have been prepared assuming that the Company willcontinue as a going concern and, accordingly, do not include any adjustments that might result from the outcome of this uncertainty.Note3 —Basis of presentation and significant accounting policies Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments, consisting only of normal recurringadjustments, considered necessary for a fair presentation of its financial position and operation results. Interim results are not necessary indicative of results of a full year. The information in this Quarterly Report on Form 10-Q (the “10-Q”) should be read inconjunction with information in the Annual Report for the fiscal year ended June 30, 2024 on Form 10-K filed by the Company withthe SEC on October 24, 2024.Principles of consolidationThe unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. The preparation of unaudited condensed consolidated financial statements in conformity with U.S.GAAP requires management tomake estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the unaudited condensed conso