Press release·02/13/2026 21:34:18

Overview

Foxx Development Holdings Inc. (“Foxx”) was incorporated in November 2023 as a result of a business combination between Acri Capital Acquisition Corporation (ACAC) and Foxx Development Inc. (Old Foxx). The combined company, Foxx Development Holdings Inc., is a technology innovation firm specializing in the communications sector.

Foxx’s business model involves providing hardware and software specifications to original design manufacturers, securing necessary certifications, and offering a range of Foxx-branded products including tablets, smartphones, and wearables. The company’s customers are primarily distributors who sell Foxx-branded products in the U.S. public channels and to major carriers.

In 2023, Foxx adjusted its business strategy to diversify its supplier and customer base, expand its product range, and launch an IoT platform. However, the company experienced a significant decrease in tablet and mobile phone sales during the year ended June 30, 2024 due to factors such as new customers ordering in smaller quantities, new product development timelines, and changes to the Affordable Connectivity Program.

During the six months ended December 31, 2025, Foxx revised its strategy and decided to exit the AIoT business. The sales remained consistent with historical levels as the company retained its two major customers and continued to sell new products and services.

The Business Combination

The business combination between ACAC and Old Foxx closed on September 26, 2024. As a result, ACAC merged with and into Foxx, with Foxx as the surviving entity, and Old Foxx merged with and into Merger Sub, a wholly-owned subsidiary of Foxx. The transaction was accounted for as a reverse recapitalization, with Old Foxx as the accounting acquirer.

Merger Consideration

The key terms of the merger consideration included:

• ACAC shareholders received one share of Foxx common stock for each ACAC share held.
• Old Foxx shareholders received 5 million shares of Foxx common stock, with 500,000 shares held in escrow.
• Old Foxx shareholders were also entitled to receive up to 4.2 million “Earnout Shares” based on Foxx’s revenue performance in fiscal years 2024 and 2025, but these were ultimately forfeited.
• Convertible promissory notes issued by Old Foxx were converted into Foxx common stock.

Public Listing

The ACAC securities previously traded on Nasdaq were delisted, and Foxx’s common stock and warrants began trading on Nasdaq on September 27, 2024.

Key Factors Affecting Operating Results

Foxx’s key factors affecting its financial condition and results include:

1. Retention of key management team members with extensive industry experience.
2. Investment in technology and talent to maintain competitiveness and introduce new products and services.
3. Ability to expand product and service offerings and diversify its customer base.

Results of Operations

Foxx’s revenue is primarily derived from the sale of electronic products, with mobile phones accounting for the majority of sales. The company experienced a decrease in total revenue during the periods presented due to factors such as declining demand for mobile phones and wearables.

Gross profit increased from the six months ended December 31, 2024 to the same period in 2025, driven by improved margins on mobile phone sales. However, operating expenses also increased, leading to a net loss for the six months ended December 31, 2025.

Foxx’s liquidity position is strained, with a working capital deficit and accumulated deficit as of December 31, 2025. The company is exploring various financing options to address its liquidity needs and continue operations.

Overall, Foxx faces challenges in maintaining its financial performance and liquidity, requiring the company to carefully manage its operations, product portfolio, and customer relationships to navigate the competitive landscape.