AI智能总结
FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedJune 30,2025 or ☐TRANSITION REPORT UNDER SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number:001-42285 FOXX DEVELOPMENT HOLDINGS INC.(Exact name of registrant as specified in its charter) Securities registered pursuant to Section12(b)of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required by Section13 or 15(d)of the Securities Exchange Actof 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)hasbeen subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404 (b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued itsauditreport.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No☒ Based on paragraph (iv) of the smaller reporting company definition under Rule 12b-2, the aggregate market value of the commonstock of the registrant held by non-affiliates of the registrant as of October 10, 2025, was $10,549,388.56. The number of shares of the common stock of the registrant issued and outstanding as of October 13, 2025 was6,780,597shares ofcommon stock. DOCUMENTS INCORPORATED BY REFERENCE None. PART IItem 1.Business1Item 1A.Risk Factors15Item 1B.Unresolved Staff Comments15Item 1C.Cybersecurity15Item 2.Properties16Item 3.Legal Proceedings16Item 4.Mine Safety Disclosures16 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities17Item 6.[Reserved]17Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations18Item 7A.Quantitative and Qualitative Disclosures About Market Risk28Item 8.Financial Statements and Supplementary DataF-1Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosures29Item 9A.Controls and Procedures29Item 9B.Other Information30Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections30 Item 10.Directors, Executive Officers and Corporate Governance31Item 11.Executive Compensation36Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters37Item 13.Certain Relationships and Related Transactions, and Director Independence38Item 14.Principal Accounting Fees and Services40 Item 15.Exhibits, Financial Statement Schedules41Item 16.Form 10-K Summary43 FORWARD LOOKING STATEMENTS This Annual Report (the “Annual Report”) on Form 10-K of Foxx Development Holdings Inc. contains forward-lookingstatements within the meaning of Section27A of the Securities Act of 1933, or the Securities Act, and Section21E of the SecuritiesExchange Act of 1934, or the Exchange Act. The statements contained in this report that are not purely historical are forward-lookingstatements.Our forward-looking statements include,but are not limited to,statements regarding our or our management’sexpectati