FOXX DEVELOPMENT HOLDINGS INC. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. FOXX DEVELOPMENT HOLDINGS INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 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-owned subsidiary at the time (“Merger Sub”), and Foxx Development Inc. (“Old Foxx”), a Texas corporation incorporated onMarch17, 2017 primarily engaged in the sales of electronic products, pursuant to which (i) ACAC merged with and into the Company,with the Company as the surviving Delaware corporation (the “Reincorporation Merger”), and (ii) Old Foxx merged with and into Following the consummation of the Business Combination (the “Closing”) on September 26, 2024, the Company was renamed as“Foxx Development Holdings Inc.” and became a publicly traded company. The Merger Sub was renamed as “Foxx Development 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 operated in the field of themanufacture of wireless communications equipment, and the wholesale of handphones, handphone peripheral equipment and other On March 3, 2025, Foxx Development (Singapore) Pte. Ltd (“Foxx Singapore”) was incorporated in Singapore. Foxx Singaporeprimarily engaged in assembling electronic products, and was 100% owned by the Company. Foxx Singapore had no significant On April 8, 2025, Foxx Technologies Inc (“Foxx Tech”) was incorporated in the State of California. Foxx Tech is 100% owned bythe Company. Foxx Tech had no significant operations as of December 31, 2025. On May 19, 2025, Nexus IQ Technology Inc (“Nexus IQ”) was incorporated in the State of Delaware. Nexus IQ primarilyengaged in developing, sales and rental of products involving Artificial Intelligence of Things (“AIoT”) technologies and was 100% Note2 —Going Concern In assessing the Company’s ability to continue as a going concern, the Company monitors and analyses its cash on-hand and itsoperating and capital expenditure commitments. The Company’s liquidity needs are to meet its working capital requirements, The Company primarily engages in the sales of electronic products. Debt financing in the form of convertible notes, loans frombank, third parties, and related parties, and cash generated from operations have been utilized to finance the working capital. TheCompany’s management has considered whether there is substantial doubt about its ability to continue as a going concern due to If the Company is unable to generate sufficient funds to finance its working capital requirements within the normal operatingcycle of a twelve-month period from the date of the unaudited condensed consolidated financial statements are issued, the Company ●Other sources of available financing from banks in the UnitedStates of America and other financial institutions or private ●Financial support and credit guarantee commitments from the Company’s related parties; and ●Equity financing. The Company can make no assurance that required financing will be available in the amounts needed, or on terms commerciallyacceptable to the Company, if at all. If one or more of these events do not occur, or if subsequent capital raises are insufficient to As such, the Company’s management has determined that the factors discussed above have raised substantial doubt about theCompany’s ability to continue as a going concern within one year after the date the unaudited condensed consolidated financial Note3 —Basis of presentation and significant accounting policies Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accountingprinciples generally accepted in the UnitedStates of America (“U.S.GAAP”) and pursuant to the rules and regulations of theSecurities and Exchange Commission (“SEC”). In the opinion of management, all adjustments, consisting only of normal recurringadjustments, considered necessary for a fair presentation of the Company’s financial position and operation results have been Principles of consolidation The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries.All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation. A subsidiary is an entity in which the Company, directly or i