Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 2, 2024 (September 26, 2024)

Foxx Development Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-42285	99-5119494
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification Number)

13575 Barranca Parkway C106 Irvine, CA		92618
(Address of principal executive offices)		(Zip Code)

201-962-5550

(Registrant’s telephone number, including area code)

Acri Capital Merger Sub I Inc.

13284 Pond Springs Rd, Ste 405

Austin, Texas 78729

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act.

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	FOXX	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50	FOXXW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

INTRODUCTORY NOTE

Overview

Business Combination

On September 26, 2024 (the “Closing”), Acri Capital Acquisition Corporation, a Delaware corporation (“ACAC”) consummated the previously announced business combination pursuant to the terms of the business combination agreement (as amended from time to time, the “Business Combination Agreement”), by and among ACAC, Acri Capital Merger Sub I Inc., a Delaware corporation and wholly-owned subsidiary of ACAC (prior to the Closing, the “Purchaser”, and after the Closing, the “New Foxx”, the “Company”, “we” or “us”), Acri Capital Merger Sub II Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser (“Merger Sub”), and Foxx Development Inc., a Texas corporation (“Foxx”), pursuant to which (i) ACAC merged with and into Purchaser (the “Reincorporation Merger”), and (ii) Foxx merged with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of Purchaser (the “Acquisition Merger”). The Reincorporation Merger, the Acquisition Merger, and the transactions contemplated under the Business Combination Agreement, are collectively referred to as the “Business Combination”.

This Current Report on Form 8-K references and incorporates by reference certain sections in the definitive proxy statement/final prospectus dated as of, and filed by New Foxx with the Securities and Exchange Commission (the “Commission”) on July 29, 2024, relating to the Business Combination (File No. 333-280613, the “Proxy Statement/Prospectus”).

At the special meeting of ACAC stockholders held on August 27, 2024 (the “Special Meeting”), ACAC stockholders considered and adopted, among other matters, the Business Combination Agreement and the other proposals related thereto described in the Proxy Statement/Prospectus.

In accordance with the terms and subject to the conditions of the Business Combination Agreement:

●

Immediately prior to the effective time of the Reincorporation Merger (the “Reincorporation Merger Effective Time”), which was on September 25, 2024, one business day prior to the Closing, (i) each issued and outstanding ACAC unit was automatically separated into one (1) share of ACAC Class A common stock and one-half (1/2) of one ACAC warrant, and (ii) each share of ACAC Class A common stock held by ACAC stockholders who validly redeemed their shares of ACAC Class A common stock (each “ACAC Redeeming Share”) was automatically cancelled and ceased to exist and thereafter represented only the right to be paid a pro-rata redemption price.

●

At the Reincorporation Merger Effective Time (on September 25, 2024), (i) each share of ACAC Class A or Class B common stock issued and outstanding (other than ACAC Redeeming Shares) was converted automatically into one (1) share of common stock of New Foxx, par value $0.0001 per share (the “New Foxx Common Stock”), and (ii) each issued and outstanding ACAC warrant was converted automatically into one (1) redeemable warrant of New Foxx, exercisable for one (1) share of New Foxx Common Stock at an exercise price of $11.50 per share (the “New Foxx Warrant”).

●

At the Closing (on September 26, 2024), by virtue of the Acquisition Merger and the Business Combination Agreement, and without any action on the part of any party to the Business Combination Agreement or affiliate or security thereof, the issued and outstanding shares of common stock of Foxx (“Foxx Common Stock”) held by exiting holders of Foxx common stock (the “Foxx Stockholders”) immediately prior to the Closing (including shares of Foxx Common Stock issuable upon conversion of the principal and accrued interest of promissory notes of Foxx issued in the Transaction Financing, as defined below) were cancelled and automatically converted into (i) the right to receive, without interest, the applicable portion of 5,000,000 shares of New Foxx Common Stock (the “Closing Payment Stock”, 500,000 of which are subject to the Escrow Arrangement noted below), and (ii) the contingent right to receive the applicable portion of the Earnout Shares (as defined below), if, as and when payable in accordance with the earnout provisions of the Business Combination Agreement.

Pursuant to the Business Combination Agreement, 500,000 shares of the Closing Payment Stock in aggregate will be deposited (the “Escrow Arrangement”) to a segregated escrow account and released to the Foxx Stockholders if and only if, prior to or upon the one-year anniversary of the Business Combination Agreement, the Affordable Connectivity Program (ACP) managed by the U.S. Federal Communication Commission is reauthorized by the U.S. Congress with funding of no less than $4 billion in total for such reauthorized period; or otherwise be cancelled and forfeited by New Foxx (as defined below) without consideration.

Additionally, the Foxx Stockholders may be entitled to receive “Earnout Shares”, which refer to 4,200,000 shares of New Foxx Common Stock, subject to the vesting schedule as follows:

●

(i)

in connection with the financial performance for the fiscal year ending June 30, 2024:

○

(A) 700,000 Earnout Shares will be issued to Foxx Stockholders on a pro rata basis if and only if New Foxx’s audited consolidated financial statements for the fiscal year ending June 30, 2024 (“2024 New Foxx Audited Financial Statements”), prepared in accordance with the Generally Accepted Accounting Principles of the United States (“U.S. GAAP”) and filed with the SEC on Form 10-K by New Foxx after Closing, reflect revenue of New Foxx for the fiscal year ending June 30, 2024 (the “New Foxx 2024 Revenue”) no less than $67,000,000 (including $67,000,000) and less than $84,000,000 (excluding $84,000,000);

○

(B) 1,400,000 Earnout Shares will be issued to Foxx Stockholders on a pro rata basis if and only if the New Foxx 2024 Revenue is no less than $84,000,000 (including $84,000,000) and less than $100,000,000 (excluding $100,000,000);

○

(C) 2,100,000 Earnout Shares will be issued to Foxx Stockholders on a pro rata basis if and only if the New Foxx 2024 Revenue is no less than $100,000,000 (including $100,000,000);

provided, however, that the Earnout Shares will be issued and delivered pursuant to one paragraph from (i)(A)-(i)(C) above only once; and

●

(ii)

In connection with the financial performance for the fiscal year ending June 30, 2025:

○

(A) 700,000 Earnout Shares will be issued to Foxx Shareholders on a pro rata basis if and only if New Foxx’s audited consolidated financial statements for the fiscal year ending June 30, 2025 (“2025 New Foxx Audited Financial Statements”), prepared in accordance with U.S. GAAP and filed with the SEC on Form 10-K by New Foxx after Closing, reflect revenue of New Foxx for the fiscal year ending June 30, 2025 (the “New Foxx 2025 Revenue”) no less than $77,050,000 (including $77,050,000) and less than $96,600,000 (excluding $96,600,000);

○

(B) 1,400,000 Earnout Shares will be issued to Foxx Stockholders on a pro rata basis if and only if the New Foxx 2024 Revenue is no less than $96,600,000 (including $96,600,000) and less than $115,000,000 (excluding $115,000,000);

○

(C) 2,100,000 Earnout Shares will be issued to Foxx Stockholders on a pro rata basis if and only if the New Foxx 2024 Revenue reflected in the 2024 New Foxx Audited Financial Statements is no less than $115,000,000 (including $115,000,000);

provided, however, that the Earnout Shares will be issued and delivered pursuant to one paragraph from (ii)(A) to (ii)(C) above only once.

Following the Closing of the Business Combination, Purchaser changed its corporate name to Foxx Development Holdings Inc. In addition, the Merger Sub changed its name to “Foxx Development Inc.” (“New Foxx Operating Co”).

The ACAC securities previously traded on Nasdaq were delisted without any action needed to be taken on the part of the holders of such securities and are no longer traded on Nasdaq following the Closing. On September 27, 2024, one business day after the Closing, the New Foxx Common Stock and the New Foxx Warrant became listed on the Nasdaq Capital Market (“Nasdaq”) under trading symbols “FOXX” and “FOXXW,” respectively.

In addition, pursuant to that certain amendment to the Underwriting Agreement, by and between EF Hutton LLC and ACAC, dated February 20, 2024, 43,125 shares of New Foxx Common Stock were issued to EF Hutton LLC at the Closing.

Shares outstanding as presented in the unaudited pro forma condensed combined financial statements attached hereto as Exhibit 99.1 include 5,000,000 shares of Common Stock issued to Foxx Stockholders (including to Transaction Financing Investors, as defined below), 70,721 shares of Common Stock held by ACAC public stockholders (reflecting the Redemption as defined under Item 2.01 of this Current Report on Form 8-K), 2,156,250 shares held by ACAC’s initial stockholders, and 43,125 shares of New Foxx Common Stock issued to EF Hutton LLC.

Upon the Closing and after giving effect to the Transactions (as defined under Item 2.01 of this Current Report on Form 8-K) and the Redemption, the former officers and directors of Foxx and Foxx Stockholders beneficially owned approximately 68.8% of the outstanding shares of New Foxx Common Stock, and the former security holders of ACAC beneficially owned approximately 30.7% of the outstanding shares of New Foxx Common Stock.

New Foxx received gross proceeds of approximately $16.6 million in connection with the Business Combination, which included $15.0 million in gross proceeds raised through the Transaction Financing (as defined below), funds held in ACAC’s trust account of $1.6 million (net of Redemptions in connection with the Special Meeting), New Foxx expects the proceeds from this transaction, combined with cash on hand, to fund operations into 2025.

A more detailed description of the Business Combination and the terms of the Business Combination Agreement is included in the Proxy Statement/Prospectus. The foregoing description of the Business Combination Agreement is a summary only and is qualified in its entirety by the full text of the Business Combination Agreement, which is filed as Exhibits 2.1 hereto and incorporated herein by reference.

Transaction Financing

In consideration of market conditions, pursuant to the Business Combination Agreement, the parties agreed to use commercially best efforts to secure financing to pay transaction expense and working capital of New Foxx, including without limitation, a PIPE financing, private financing, redemption waiver, convertible debt, forward purchase agreement, backstop, or equity line of credit (collectively, the “Transaction Financing”).

In June 2023, Foxx issued a promissory note (“Note 1”) to New Bay Capital Limited, a Hong Kong registered entity, in the principal amount of $2 million with an interest rate of 7% per annum, convertible into shares of Foxx common stock at $30.00 per share upon the listing of Foxx common stock through an initial public offering. In November 2023, Foxx issued another promissory note (“Note 2”) in the amount of $2 million under the same terms and conditions as Note 1.

In connection with the Business Combination, in the spring of 2024, Foxx and ACAC reached out to New Bay Capital Limited (“New Bay”), to seek its interest in participating in the Transaction Financing. After negotiations with New Bay, the parties agreed to amend Note 1 and Note 2 to remove the lock-up provision as provided therein and allow the principal and accrued interests on Note 1 and Note 2 to convert immediately prior to the Closing of the Business Combination. New Bay also committed to providing another $2 million of financing.

On March 15, 2024, Foxx and New Bay amended the terms of the Note 1 and Note 2 accordingly and New Bay subscribed for a new promissory note (“Note 3”) in the principal amount of $2 million under the same terms and conditions as amended Note 1 and Note 2 (collectively “New Bay Notes”).

On February 20, 2024, New Bay introduced Foxx to BR Technologies PTE, Ltd. (“BR Technologies”), a Singapore-based company. On May 30, 2024, Foxx, BR Technologies and Grazyna Plawinski Limited (“Grazyna”) entered into a securities purchase agreement for issuance of promissory notes in the amount of up to $9.0 million with an interest rate of 7% per annum under the same terms and conditions as provided in the New Bay Notes. Promissory notes were issued to BR Technologies (the “Note 4”) in the principal amount of $6 million and Grazyna (the “Note 5”) in the principal amount of $3 million respectively on September 12, 2024.

Immediately prior to the Closing, all the accrued and unpaid principal and interests on the New Bay Notes, Note 4, and Note 5 were converted into: (x) 212,050 shares of Foxx common stock for the New Bay Notes, (y) 200,882 shares of Foxx common stock for Note 4, and (z) 100,690 share of Foxx common stock for Note 5, at a price of $30.00 per share. At the Closing, all of the converted shares of Foxx common stock were cancelled in exchange for the holders’ pro rata share of the Closing Payment Shares, resulting in (x) 700,473 shares of New Foxx Common Stock issued to New Bay, (y) 663,581 shares of New Foxx Common Stock issued to BR Technologies, and (z) 332,614 shares of New Foxx Common Stock issued to Grazyna.

The issuance of the New Bay Notes, Note 4 and Note 5 constituted the Transaction Financing.

The foregoing description of the Transaction Financing is a summary only and is qualified in its entirety by the full text of the securities purchase agreements associated with each notes, the New Bay Notes, Note 4, Note 5 and the relevant conversion notices, which are filed as Exhibits 10.16-25 respectively, and incorporated herein by reference.

Item 1.01. Entry into a Material Definitive Agreement

Indemnification Agreements

Upon the Closing, New Foxx entered into indemnification agreements with each of its directors and officers. The indemnification agreements require New Foxx to indemnify its directors and officers for certain reasonable expenses, including attorneys’ fees and retainers, court costs, witness and expert costs, incurred by a director or officer in any action or proceeding and any appeal to an action or proceeding arising out of their services as directors or executive officers of New Foxx and any other company or enterprise to which the person provides services at the request of New Foxx.

The foregoing description of the indemnification agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of indemnification agreement, which is filed as Exhibit 10.30 hereto and incorporated herein by reference.

New Foxx 2024 Equity Incentive Plan

Pursuant to the Business Combination Agreement, the board of directors of Purchaser, and ACAC, as the sole stockholder of Purchaser, adopted and approved a 2024 Equity Incentive Plan (the “Incentive Plan”), which became effective upon the Closing.

The Incentive Plan is administered by the plan administrator, who is the Board of Directors of New Foxx (“New Foxx Board”) or a committee that the New Foxx Board designates. The plan administrator has the power to determine, among other things, the terms of the awards granted under the Incentive Plan, including the exercise price, the number of shares subject to each award (and the class of shares), and the exercisability and vesting terms of the awards, subject to the terms of the Incentive Plan. The plan administrator also has the power to determine the persons to whom and the time or times at which awards will be made and to make all other determinations and take all other actions advisable for the administration of the Incentive Plan. All decisions made by the administrator pursuant to the provisions of the Incentive Plan will be final, conclusive, and binding.

A total number of shares of Common Stock equal to 20% of the outstanding shares of New Foxx Common Stock at the Closing, will be available for grant under the Incentive Plan. Upon the Closing, 1,454,019 shares of New Foxx Common Stock became authorized for issuance under the Incentive Plan as of the Closing.

The foregoing description of the Incentive Plan is qualified in their entirety by reference to the full text of the Incentive Plan, which is filed as Exhibit 10.26 hereto and incorporated herein by reference.

Item 2.01. Completion of Acquisition of Disposition of Assets

The disclosure set forth in the “Introductory Note” above is incorporated by reference in Item 2.01 of this Current Report on Form 8-K. A more complete summary of the material provisions of the Business Combination Agreement is included in the Proxy Statement/Prospectus in the section titled “Proposal 1: The Business Combination Proposal — Summary of the Business Combination Agreement” (beginning on page 73). That summary and the description of the Business Combination Agreement included in this Current Report on Form 8-K are qualified in their entirety by reference to the full text of the Business Combination Agreement, which is filed as Exhibit 2.1 hereto and incorporated herein by reference.

ACAC held the Special Meeting held on August 27, 2024. At the Special Meeting, ACAC stockholders considered and adopted, among other matters, the Business Combination Agreement, including approval of the Business Combination and other transactions contemplated by the Business Combination Agreement and related agreements described in the Proxy Statement/Prospectus. In connection with the Special Meeting, certain ACAC stockholders exercised their right to redeem 1,744,663 shares of ACAC Class A common stock for cash at a price of $11.75 per share for an aggregate cash payment of approximately $20.5 million (collectively, the “Redemption”), which was paid out of the trust account of ACAC.

In connection with the Closing, the following transactions (collectively, the “Transactions”) were completed:

●

ACAC merged with and into Purchaser, with Purchaser as the surviving corporation;

●

Foxx merged with and into Merger Sub, with Merger Sub as the surviving corporation and a wholly-owned subsidiary of Purchaser;

	●	Immediately before the Reincorporation Merger Effective Time, which was September 25, 2024, one business day prior to the Closing, (i) each issued and outstanding ACAC unit was automatically separated into one (1) share of ACAC Class A common stock and one-half (1/2) of one ACAC warrant, and (ii) each ACAC Redeeming Share was automatically cancelled and ceased to exist and thereafter represented only the right to be paid a pro-share redemption price;

	●	At the Reincorporation Merger Effective Time on September 25, 2024, (i) each share of ACAC Class A or Class B common stock issued and outstanding (other than ACAC Redeeming Shares) was converted automatically into one (1) share of New Foxx Common Stock, and (ii) each issued and outstanding ACAC warrant was converted automatically into one (1) New Foxx Warrant;

	●	At the Closing, which was September 26, 2024, the issued and outstanding share of Foxx Common Stock held by Foxx Stockholders immediately prior to the Closing were cancelled and automatically converted into (i) the right to receive, without interest, the applicable portion of 5,000,000 shares of Closing Payment Stock, and (ii) the contingent right to receive the applicable portion of the Earnout Shares, if, as and when payable in accordance with the earnout provisions of the Business Combination Agreement;

	●	In addition, pursuant to certain amendment to the Underwriting Agreement, by and between EF Hutton LLC and ACAC, dated February 20, 2024, 43,125 shares of New Foxx Common Stock were issued to EF Hutton LLC at the Closing;

	●	Purchaser changed its corporate name to Foxx Development Holdings Inc.;

	●	The ACAC securities previously traded on Nasdaq were delisted;

Upon the Closing and after giving effect to the Business Combination and the Redemption, the former officers and directors of Foxx and Foxx stockholders beneficially owned approximately 68.8% of the outstanding shares of Common Stock, and the former security holders of ACAC beneficially owned approximately 30.7% of the outstanding shares of Common Stock.

On September 27, 2024, one business day after Closing, the New Foxx Common Stock and the New Foxx Warrant became listed on the Nasdaq Capital Market under trading symbols “FOXX” and “FOXXW,” respectively.

FORM 10 INFORMATION

Item 2.01(f) of Form 8-K states that if a predecessor registrant was a “shell company” (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as New Foxx was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration on Form 10. As a result of the consummation of the Business Combination, New Foxx ceased to be a shell company. Accordingly, New Foxx, is providing the information below that would otherwise be included in a Form 10 if it were to file a Form 10. Note that the information provided below relates to New Foxx after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires.

Upon the Closing and after the consummation of the Business Combination, New Foxx became a holding company whose only assets consist of equity interests in New Foxx Operating Co, its wholly-owned subsidiary.

Forward-Looking Statements

This Current Report on Form 8-K, and some of the information incorporated by reference, includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of New Foxx. These statements are based on the beliefs and assumptions of management of New Foxx. Although the management of New Foxx believes that their respective plans, intentions, and expectations reflected in or suggested by these forward-looking statements are reasonable, they cannot assure you that New Foxx will achieve or realize such plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements may be preceded by, followed by or include the words “believe,” “estimate,” “expect,” “project,” “forecast,” “may,” “might,” “will,” “should,” “seek,” “plan,” “scheduled,” “possible,” “anticipate,” “intend,” “aim,” “aspire,” “strive,” or similar expressions. Forward-looking statements are not guarantees of performance. You should not place undue reliance on these statements, which speak only as of the date hereof. Forward-looking statements in this Current Report on Form 8-K may include, for example, statements about:

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the projected financial information, anticipated growth rate, and market opportunities of New Foxx;

●

the ability to maintain the listing of New Foxx Common Stock and New Foxx Warrants on Nasdaq following the Business Combination;

●

New Foxx’s public securities’ potential liquidity and trading;

●

New Foxx’s ability to raise financing in the future;

●

New Foxx’s success in retaining or recruiting, or changes required in, officers, key employees, or directors following the completion of the Business Combination;

●

potential effects of extensive government regulation;

●

New Foxx’s future financial performance and capital requirements;

●

the impact of supply chain disruptions;

●

high inflation rates and interest rate increases;

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factors relating to the business, operations, and financial performance of New Foxx, including:

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New Foxx’s ability to compete in a changing industry and respond quickly and cost-effectively to new or emerging technologies and changes in customer requirements;

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New Foxx’s ability to generate the earnings necessary to fund our operations, continue to grow its business or repay its debt obligations;

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New Foxx’s ability to establish successful relations with third-party distributors or sales agents;

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Changes in government regulations, including related to the Affordable Connectivity Program (ACP) and the Lifeline Program;

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New Foxx’s ability to introduce new products that achieve market acceptance and keep pace with technological developments;

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New Foxx’s ability to develop and maintain intellectual property rights;

●

New Foxx’s ability to raise additional capital in the future to finance our planned growth.

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this Current Report on Form 8-K and in any document incorporated by reference herein are more fully described in the Proxy Statement/Prospectus in the section titled “Risk Factors” (beginning on page 22). Such risk factors are not exhaustive. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can New Foxx assess the impact of all such risk factors on its business, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to New Foxx or to persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. New Foxx undertakes no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Business

The business of New Foxx is described in the Proxy Statement/Prospectus in the section titled “Information about Foxx” (beginning on page 124), which is incorporated herein by reference.

Risk Factors

The risk factors related to the business and operations of New Foxx are described in the Proxy Statement/Prospectus in the section titled “Risk Factors” (beginning on page 22), which is incorporated herein by reference.

Properties

The properties of New Foxx are described in the Proxy Statement/Prospectus in the section titled “Information about Foxx — Facilities” (beginning on page 138), which is incorporated herein by reference.

Financial Information

Unaudited Consolidated Financial Statements and Audited Financial Statements of Foxx

The audited financial statements of Foxx as of June 30, 2023 and 2022, and for the year ended June 30, 2023 and 2022, and the unaudited consolidated financial statements as of March 31, 2024 and 2023, and for the nine months ended March 31, 2024 and 2023 are set forth in Exhibit 99.2 hereto and are incorporated herein by reference.

Unaudited Condensed Consolidated Financial Statements and Audited Financial Statements of ACAC

The unaudited condensed consolidated financial statements of ACAC as of and for the three months ended March 31, 2024 and the audited financial statements of ACAC as of and for the year ended December 31, 2023 and 2022 are set forth in Exhibit 99.4 and are incorporated herein by reference.

Unaudited Pro Forma Condensed Combined Financial information

The unaudited pro forma condensed combined balance sheet of New Foxx as of March 31, 2024 and the unaudited pro forma condensed combined statement of operations for the nine months ended March 31, 2024 and for the year ended June 30, 2023 are set forth in Exhibit 99.1 hereto and are incorporated herein by reference.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis of the financial condition and results of operations of Foxx as of and for the nine months March ended 31, 2024, and as of and for the year ended June 30, 2023 is set forth in Exhibit 99.3 hereto and is incorporated herein by reference. Management’s discussion and analysis of the financial condition and results of operations of ACAC as of and for the three months ended March 31, 2024 and the year ended December 31, 2023 is set forth in Exhibit 99.5 and are incorporated herein by reference.

Qualitative and Quantitative Disclosures about Market Risk

As a “smaller reporting company,” New Foxx is not required to provide this information.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the beneficial ownership of Common Stock following consummation of the Business Combination by:

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each person known by New Foxx to be the beneficial owner of more than 5% of the Common Stock immediately following the consummation of the Business Combination;

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each of the named executive officers and directors of New Foxx; and

●

all of the executive officers and directors of New Foxx as a group after the consummation of the Business Combination.

Beneficial ownership is determined in accordance with the rules and regulations of the Commission. A person is a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of the security, or “investment power”, which includes the power to dispose of or to direct the disposition of the security, or has the right to acquire such powers within 60 days. Unless otherwise indicated, New Foxx believes that all persons named in the table below have sole voting and investment power with respect to the voting securities beneficially owned by them.

The beneficial ownership set forth below is based on 7,270,096 shares of New Foxx Common Stock issued and outstanding as of the Closing:

	Beneficial Ownership
	Common Stock
Name and Address of Beneficial Owner	Shares		% of Class
Directors and Named Executive Officers
Greg Foley		—		—
“Joy” Yi Hua ⁽¹⁾		2,156,250		29.7	%
Haitao Cui		—		—
James Liao		—		—
“Eva” Yiqing Miao		—		—
Edmund R. Miller		—		—
“Jeff” Feng Jiang		—		—
All directors and executive officers as a group (seven persons)		2,156,250		29.7	%

5% Beneficial Owner
Acri Capital Sponsor LLC ⁽¹⁾		2,156,250		29.7	%
BRR Investment Holding Corp. ⁽²⁾		2,312,333		31.8	%
New Bay Capital Limited ⁽³⁾		700,473		9.6	%
BR Technologies PTE. Ltd. ⁽⁴⁾		663,581		9.1	%

(1)

Acri Capital Sponsor LLC, is the record holder of the securities reported herein. “Joy” Yi Hua, our CFO, is the sole manager and member of Acri Capital Sponsor LLC. By virtue of this relationship, Ms. Hua may be deemed to have beneficial ownership of the securities held of record by Acri Capital Sponsor LLC. The address of Acri Capital Sponsor LLC is 13284 Pond Springs Rd, Ste 405, Austin, Texas 78729

(2)

BRR Investment Holding Corp. is a limited liability company incorporated under laws of U.S. Virgin Islands. Lapistone Trust LLC, the trustee of Durabilis Trust, owner of BRR Investment Corporation has directed voting and investment discretion with respect to the shares of Pubco Common Stock held by the BRR. The address of BRR Investment Holding Corp. is Royal Palms Professional Building 9053 Estate Thomas, St. Thomas, U.S. Virgin Islands, 0802. This information is based solely on a Schedule 13D filed by BRR Investment Holding Corp. and Lapistone Trust LLC, with the SEC on September 27, 2024.

(3)

New Bay Capital Limited is a limited liability company incorporated in Hong Kong and wholly-owned by New Bay Capital (Cayman) Corporation, an exempted corporation incorporated under laws of Cayman Island and wholly-owned by Mr. Shi Liu, who has the voting and dispositive power with respect to the shares owned by this entity. The address of New Bay Capital Limited is Rm. 805, 8/F, Harbour Crystal Center, No. 100 Granville Road, Tsim Sha Tsui, KL, Hong Kong.

(4)

BR Technologies Pte. Ltd. is a limited liability company incorporated in Singapore and wholly-owned by Mr. Baoman Xu, who has the voting and dispositive power with respect to the shares owned by this entity. The address of BR Technologies Pte. Ltd. is 51 Normanton Park,#24-29 Normanton Park, Singapore 117281.

Directors and Executive Officers

The directors and executive officers of New Foxx after the consummation of the Business Combination are described in the Proxy Statement/Prospectus in the section titled “Management of the PubCo” (beginning on page 166), which is incorporated herein by reference.

Director Independence

Information with respect to the independence of the directors of New Foxx is set forth in the Proxy Statement/Prospectus in the section titled “Management of the PubCo — Board Composition — Director Independence” (beginning on page 168), which is incorporated herein by reference.

Committees of the Board of Directors

Information with respect to the committees of the New Foxx Board is set forth in the Proxy Statement/Prospectus in the section titled “Management of the PubCo — Committees of the Board of Directors” (beginning on page 168), which is incorporated herein by reference.

Executive Compensation

A description of the compensation of the named executive officers of New Foxx is set forth in the Proxy Statement/Prospectus in the section titled “Management of the PubCo — Executive Compensation” (beginning on page 172), which is incorporated herein by reference.

Employment Arrangements

New Foxx

At Closing, New Foxx has entered into employment agreements with each of its executive officers, pursuant to which each executive officer is entitled to the following compensation arrangement for each fiscal year. In addition to the base salary, each executive officer shall receive medical benefits, including medical, vision, dental, and unemployment plans. In addition, each of the executive officers below is entitled to participate in the Incentive Plan, as determined by New Foxx Board or its designee, as the administrator of the Incentive Plan.

Name and Principal Position	Salary ($)		Bonus ($)	Equity Awards ($)	All Other Compensation ($)
Greg Foley Chief Executive Officer of New Foxx; Executive Vice President of Business Development of New Foxx Operating Co	$	275,000	N/A	N/A	N/A
Haitao Cui Executive Vice President of New Foxx; Chief Executive Officer of New Foxx Operating Co	$	300,000	N/A	N/A	N/A
“Joy” Yi Hua Chairwoman and Chief Financial Officer of New Foxx; Chief Financial Officer of New Foxx Operating Co	$	300,000	N/A	N/A	N/A
James Liao Chief Technology Officer of New Foxx; Chief Technology Officer of New Foxx	$	180,000	N/A	N/A	N/A

The employment agreements with each of the executive officers above are set forth in Exhibit 10.32-10.36 hereto and are incorporated herein by reference.

In addition, at Closing, each of the executive officers entered into an Employee Proprietary Information and Invention Assignment Agreement, agreeing to certain non-disclosure, non-solicitation and non-compete obligations, as well as the assignment of all innovations and associated intellectual property rights created, discovered, conceived or developed in the course of employment with, in reliance upon the confidential information of, or using the resources of the Company. The form of the Employee Proprietary Information and Invention Assignment Agreement is set forth in Exhibit 10.37 hereto and is incorporated herein by reference.

Foxx

During the fiscal year ended June 30, 2023, Foxx did not pay any fees to, make any equity awards or non-equity awards to, or pay any other compensation to the named executive officers. The compensation reported in this summary compensation table below is not necessarily indicative of how we will compensate our named executive officers in the future.

Name and Principal Position

Year

Salary
($)

Bonus
($)

Equity
Awards
($)

All Other
Compensation
($)

Total
($)

Haitao Cui

Executive Vice President of Foxx,

Former Chief Executive Officer of Foxx

2023

300,000

N/A

300,000

James Liao

Chief Technology Officer of Foxx

2023

140,000

N/A

140,000

Greg Foley

Chief Executive Officer of Foxx

2023

N/A

Director Compensation

At Closing, New Foxx has entered into offer letter with each of its independent directors, pursuant to which each independent director is entitled to the receive $100,000 in cash compensation per year, subject to the review and determination by the New Foxx Board. The form of the offer letter is set forth in Exhibit 10.31 hereto and are incorporated herein by reference.

Certain Relationships and Related Party Transactions

Certain relationships and related party transactions are described in the Proxy Statement/Prospectus in the section titled “Certain Relationships and Related Party Transactions” (beginning on page 152), which is incorporated herein by reference.

Reference is also made to the disclosure regarding the independence of the directors of New Foxx in the section of the Proxy Statement/Prospectus titled “Management of the PubCo — Board Composition — Director Independence” (beginning on page 168) and the description of the indemnification agreements under Item 1.01 of this Current Report on Form 8-K, both of which are incorporated herein by reference.

Legal Proceedings

Reference is made to the disclosure regarding legal proceedings in the sections of the Proxy Statement/Prospectus titled “Information about ACAC — Legal Proceedings” (beginning on page 115) and “Information about Foxx — Legal Proceedings; Product Liability” (beginning on page 139) which are incorporated herein by reference.

Market Price and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

Market Information and Holders

The units, Class A common stock, and warrants of ACAC historically traded on the Nasdaq Capital Market under the symbols “ACACU”, “ACAC”, and “ACACW”, respectively, until their delisting on September 26, 2024. On September 27, 2024, the New Foxx Common Stock and New Foxx Warrant began trading on the Nasdaq Capital Market under the new trading symbols “FOXX,” and “FOXXW,” respectively.

As of and following the Closing of the Business Combination, New Foxx had 7,270,096 shares of Common Stock issued and outstanding.

Dividends

Holders of Common Stock will be entitled to receive such dividends, if any, as may be declared from time to time by the New Foxx Board in its discretion out of funds legally available therefor. Any payment of cash dividends in the future will be dependent upon New Foxx’s revenues and earnings, if any, capital requirements and general financial conditions. In no event will any stock dividends or stock splits or combinations of stock be declared or made on Common Stock unless the shares of Common Stock at the time outstanding are treated equally and identically.

Recent Sales of Unregistered Securities

Reference is made to the disclosure set forth below under Item 3.02 of this Current Report on Form 8-K concerning the issuance and sale by New Foxx of certain unregistered securities, which is incorporated herein by reference.

Description of Registrant’s Securities

The description of the securities of New Foxx is included in the Proxy Statement/Prospectus in the section titled “Description of PubCo’s Securities After the Business Combination” (beginning on page 155), which is incorporated herein by reference.

Indemnification of Directors and Officers

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K under the section titled “Indemnification Agreements” is incorporated by reference into this Item 2.01.

Additional information regarding indemnification and limitation of liability of the directors and officers of New Foxx is set forth in the Proxy Statement/Prospectus in the section titled “Comparison of Governance and Stockholders’ Rights — Indemnifications of Directors and Officers” and “Description of PubCo’s Securities After the Business Combination — Limitations on Liability and Indemnification of Directors and Officers” (beginning on pages 162 and 159, respectively), which are incorporated herein by reference.

Financial Statements and Supplementary Data

The information set forth under Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.

Financial Statements and Exhibits

The information set forth under Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

The units, Class A common stock, and warrants of ACAC historically traded on the Nasdaq Capital Market under the symbols “ACACU”, “ACAC”, and “ACACW”, respectively, until their delisting on September 26, 2024. On September 26, 2024, the Common Stock and warrants of New Foxx began trading on the Nasdaq Capital Market under the new trading symbols “FOXX,” and “FOXXW,” respectively.

Item 3.02. Unregistered Sale of Equity Securities

The information set forth in the “Introductory Note — Transaction Financing” of this Current Report on Form 8-K is incorporated herein by reference.

The shares of Common Stock issued by ACAC to the Transaction Financing as of the Closing were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

In addition, as previously announced in the Current Report on Form 8-K filed by ACAC with the SEC on February 23, 2024, ACAC entered into that certain Amendment (the “UA Amendment”) to the Underwriting Agreement, dated June 9, 2022 (the “Underwriting Agreement”) with EF Hutton LLC (f/k/a EF Hutton, division of Benchmark Investments, LLC, the “EF Hutton”).

Pursuant to the terms of the UA Amendment, EF Hutton and ACAC have agreed to amend the Underwriting Agreement to replace the existing deferred underwriting fee under the Underwriting Agreement from $2,587,500 payable in cash at the closing of a business combination, to (x) $1,725,000 payable in cash and (y) 43,125 shares of New Foxx Common Stock to be issued, at the closing of the Acquisition Merger.

As of the Closing, 43,125 shares of New Foxx Common Stock were issued to EF Hutton.

The foregoing description of the UA Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreement, a copy of which is included as Exhibit 1.1 hereto and is incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders

In connection with the consummation of the Business Combination, Purchaser changed its name to “Foxx Development Holdings Inc.” and adopted the amended and restated certificate of incorporation (the “New Charter”) and amended and restated bylaws (the “New Bylaws”). Reference is made to the disclosure in the Proxy Statement/Prospectus in the sections titled “Proposal 2: The Charter Amendment Proposal” and “Comparison of Governance and Stockholders’ Rights” (beginning on pages 97 and 162, respectively), which are incorporated herein by reference, and the disclosure set forth below in Item 5.03 of this Current Report on Form 8-K under the heading “Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year,” which is incorporated herein by reference. This summary is qualified in its entirety by reference to the full text of the New Charter and Amended and the New Bylaws, which are attached as Exhibits 3.2 and 3.3 hereto, respectively, and are incorporated herein by reference.

In accordance with Rule 12g-3(a) under the Exchange Act, New Foxx is the successor issuer to ACAC and has succeeded to the attributes of ACAC as the registrant. In addition, the shares of common stock of New Foxx, as the successor to ACAC, are deemed to be registered under Section 12(b) of the Exchange Act.

Item 5.01. Changes in Control of Registrant

Reference is made to the disclosure in the Proxy Statement/Prospectus in the section titled “Proposal 1: The Business Combination Proposal” (beginning on page 62), which is incorporated herein by reference. The information set forth in the section titled “Introductory Note” and in the section titled “Security Ownership of Certain Beneficial Owners and Management” in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The information set forth in the sections titled “Directors and Executive Officers”, “Certain Relationships and Related Transactions” and “Employment Arrangements” in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Reference is made to the disclosure in the Proxy Statement/Prospectus titled “Management of the PubCo” (beginning on page 166) for biographical information about each of the directors and officers, which is incorporated herein by reference.

The information set forth in the section entitled “Entry into a Material Definitive Agreement — Indemnification Agreement” and “— Foxx 2024 Incentive Plan” in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.

At the Special Meeting, ACAC stockholders considered and approved the Charter Amendment Proposal (the “Charter Proposal”), which contains information on the New Charter and New Bylaws, and is described in the Proxy Statement/Prospectus in the sections titled “Proposal 2: The Charter Amendment Proposal” (beginning on page 97). The New Charter, which became effective upon filing with the Secretary of State of the State of Delaware on September 25, 2024, includes the amendments proposed by the Charter Proposal and approved at the Special Meeting.

In addition, on September 24, 2024, pursuant to the approval of the Charter Proposal, the New Foxx Board approved and adopted the New Bylaws, which became effective as of the Effective Time.

The description of various provisions of the New Charter and the New Bylaws and their general effect on the rights of stockholders of New Foxx are included in the Proxy Statement/Prospectus under the section titled “Comparison of Governance and Stockholders’ Rights” (beginning on page 162), which is incorporated herein by reference.

Copies of the New Charter and the New Bylaws are filed attached as Exhibit 3.2 and Exhibit 3.3 hereto, respectively, and are incorporated herein by reference.

Item 5.05. Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics

In connection with the Closing, the New Foxx Board approved and adopted a new Code of Ethics applicable to directors, officers and employees (the “Code of Ethics”). The foregoing description of the Code of Ethics does not purport to be complete and is qualified in its entirety by the full text of the Code of Ethics, which is filed as Exhibit 14.1 hereto and incorporated herein by reference.

Item 5.06. Change in Shell Company Status

Upon the Closing, New Foxx ceased to be a shell company. The material terms of the Business Combination are described in the Proxy Statement/Prospectus under the section titled “Proposal 1: The Business Combination Proposal” (beginning on page 62), which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(a) Financial statements of businesses acquired.

The audited financial statements of Foxx as of and for the years ended June 30, 2023 and 2022 and related notes are set forth in Exhibit 99.2.

The unaudited consolidated financial statements of Foxx as of and for the nine months ended March 31, 2024 and 2023 are set forth in Exhibit 99.2.

(b) Pro Forma financial information.

The unaudited pro forma condensed combined financial information of New Foxx as of March 31, 2024 and the unaudited pro forma condensed combined statement of operations for the year ended March 31, 2024, is set forth in Exhibit 99.1 hereto and is incorporated herein by reference.

(c) Exhibits

		Incorporated by Reference
Exhibit No.	Description	Form	File No.	Exhibit No.	Filing Date
1.1*	Amendment to the Underwriting Agreement, dated February 23, 2024, by and among ACAC and EF Hutton, LLC.	8-K	001-41415	1.1	February 23, 2024
2.1*	Business Combination Agreement, dated as of February 18, 2024, by and among ACAC, the Registrant, Merger Sub and Foxx.	8-K	001-41415	2.1	February 20, 2024
2.2*	Amendment to Business Combination Agreement, dated as of May 31, 2024, by and among ACAC, the Registrant, Merger Sub and Foxx.	8-K	001-41415	2.1	June 3, 2024
3.1*	Certificate of Incorporation of the Registrant.	S-4/A	333-280613	3.3	July 19, 2024
3.2	Amended and Restated Certificate of Incorporation of the Registrant.
3.3	Bylaws of the Registrant.
4.1*	Specimen Unit Certificate of ACAC.	S-1	333-263477	4.1	March 11, 2022
4.2*	Specimen of Common Stock Certificate of ACAC.	S-1	333-263477	4.2	March 11, 2022
4.3*	Specimen Warrant Certificate of ACAC.	S-1	333-263477	4.3	March 11, 2022
4.4	Warrant Agreement, dated July 14, 2021, between ACAC and VStock Transfer, LLC, as warrant agent.	8-K	001-41415	4.1	June 14, 2022
4.5	Warrant Assumption Agreement, dated September 25, 2024, between the Registrant and VStock Transfer, LLC, as warrant agent.
10.1	Promissory Note, dated January 20, 2022, issued by ACAC to Acri Capital Sponsor LLC.	S-1	333-263477	10.1	March 11, 2022
10.2	Letter Agreement, dated June 9, 2022, among ACAC and certain security holders.	8-K	001-41415	10.1	June 14, 2022
10.3	Amendment to the Letter Agreement of June 9, 2022, entered between ACAC, Sponsor, and directors of ACAC, dated November 18, 2022.	8-K	001-41415	10.1	November 18, 2022
10.4	Amended & Restated Investment Management Trust Agreement, dated June 9, 2022, between ACAC and Wilmington Trust, National Association, as trustee.	8-K	001-41415	10.2	June 14, 2022
10.5	Amendment to the June 9, 2022 Amended & Restated Investment Management Trust Agreement, dated July 12, 2023, between ACAC and Wilmington Trust, National Association, as trustee.	8-K	001-41415	10.1	July 12, 2023
10.6	Registration Rights Agreement, dated June 9, 2022, among ACAC, certain security holders.	8-K	001-41415	10.3	June 14, 2022
10.7	Securities Subscription Agreement between ACAC and Acri Capital Sponsor LLC, dated February 4, 2022.	S-1	333-263477	10.5	March 11, 2022
10.8	Private Placement Warrants Purchase Agreement, dated June 9, 2022, between ACAC and Acri Capital Sponsor LLC.	8-K	001-41415	10.4	June 14, 2022
10.9	Form of Indemnity Agreements, dated June 9, 2022, between ACAC and each of its directors and officers.	8-K	001-41415	10.5	June 14, 2022
10.10	Administrative Services Agreement, dated June 9, 2022, between ACAC and Acri Capital Sponsor LLC.	8-K	001-41415	10.6	June 14, 2022
10.11	Form of Independent Director Offer Letter, dated March 8, 2022, among Sponsor, and certain directors and officers of ACAC.	S-1	333-263477	10.9	March 11, 2022
10.12	Working Capital Note, dated December 5, 2023, between Acri Capital Sponsor LLC and ACAC.	10-K	001-41415	10.12	March 22, 2024
10.13	Form of Extension Note, between Acri Capital Sponsor LLC and ACAC.	10-K	001-41415	10.13	March 22, 2024
10.14	Foxx Support Agreement, dated as of February 18, 2024, by and among ACAC, and certain Foxx Stockholders.	8-K	001-41415	10.1	February 20, 2024
10.15	Sponsor Support Agreement, dated as of February 18, 2024, by and among ACAC, Foxx, and Acri Capital Sponsor LLC.	8-K	001-41415	10.2	February 20, 2024

10.16		Promissory Note 1 from Foxx to New Bay Capital Limited, dated June 21, 2023, as converted by Conversion Notice, dated February 18, 2024 and Interest Conversion Notice, dated September 25, 2024.
10.17		Securities Purchase Agreement, by and between Foxx and New Bay Capital Limited, dated June 21, 2023.
10.18		Promissory Note 2 from Foxx to New Bay Capital Limited, dated December 21, 2023, as converted by Conversion Notice, dated February 18, 2024 and Interest Conversion Notice, dated September 25, 2024.
10.19		Securities Purchase Agreement, by and between Foxx and New Bay Capital Limited, dated December 21, 2023.
10.20		Amendment to Convertible Note Agreement, dated March 15, 2024, by and between Foxx and New Bay Capital Limited.
10.21		Promissory Note 3 by Foxx to New Bay Capital Limited, dated March 15, 2024, as converted by Conversion Notice, dated 25, 2024.
10.22		Securities Purchase Agreement, by and between Foxx and New Bay Capital Limited, dated March 15, 2024.
10.23		Promissory Note by Foxx to BR Technologies Pte. Ltd., dated September 12, 2024, as converted by Conversion Notice, dated September 25, 2024.
10.24		Promissory Note by Foxx to Grazyna Plawinski Limited, dated September 12, 2024, as converted by Conversion Notice, dated September 25, 2024.
10.25		Securities Purchase Agreement, by and among Foxx, BR Technologies Pte. Ltd. and Grazyna Plawinski Limited, dated May 30, 2024.
10.26**		2024 Foxx Equity Incentive Plan.
10.27		Lock-Up Agreement, dated September 26, 2024, by and between the Registrant, and the Sponsor.
10.28		Lock-Up Agreement, dated September 26, 2024, by and between the Registrant, and BRR Investment Holding Corp.
10.29		Escrow Agreement, by and among Registrant, dated September 26, 2024, Vstock, and certain Foxx stockholders.
10.30		Form of Indemnification Agreement.
10.31		Form of Offer Letter from Registrant to Independent Directors of the Registrant.
10.32**		Employment Agreement, dated September 26, 2024, by and between Foxx and Greg Foley, CEO.
10.33**		Employment Agreement, dated September 26, 2024, by and between Foxx and “Joy” Yi Hua, Chairwoman and CFO.
10.34**		Employment Agreement, dated September 26, 2024, by and between Foxx and Haitao Cui, EVP.
10.35**		Employment Agreement, dated September 26, 2024, by and between Foxx and James Liao, Chief Technology Officer.
10.36		Conversion Notice re Working Capital Warrants, dated September 25, 2024.
10.37		Form of Employee Proprietary Information and Invention Assignment Agreement
14.1		Code of Business Ethics and Conduct of Registrant.
21.1		List of Subsidiaries
99.1		Unaudited pro forma condensed combined financial information of New Foxx.
99.2		Unaudited consolidated financial statements of Foxx as of and for the nine months ended March 31, 2024 and audited financial statements of Foxx and for the year ended June 30, 2023 and 2022
99.3		Foxx’s Management’s Discussion and Analysis of Financial Condition and Results of Operations
99.4		Unaudited condensed consolidated financial statements of ACAC as of and for the three months ended March 31, 2024 and audited financial statements of ACAC and for the year ended December 31, 2023 and 2022
99.5		ACAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon request.
**	Indicates management contract or compensatory plan.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Foxx Development Holdings Inc.

	By:	/s/ Joy Yi Hua
	Name:	“Joy” Yi Hua
	Title:	Chairwoman and CFO

Date: October 2, 2024

Exhibit 3.2

State of Delaware
Secretary of State
Division of Corporations
Delivered 11:31 AM 09/25/2024
FILED 11:31 AM 09/25/2024
SR 20243771808 - File Number 2620385

CERTIFICATE OF MERGER

MERGING

ACRI CAPITAL ACQUISITION CORPORATION
(a Delaware corporation)

WITH AND INTO

ACRI CAPITAL MERGER SUE I INC.
(a Delaware corporation)

September 24, 2024

Pursuant to Section 251 of the Delaware General Corporation Law (the “DGCL”), Acri Capital Acquisition Corporation, a Delaware corporation (the “SPAC”), in connection with its merger (the “Merger”) with and into Acri Capital Merger Sub I Inc. a Delaware corporation (“Purchaser”), hereby certifies as follows:

FIRST: The name and state of incorporation of each of the constituent companies to this Merger are as follows:

Name		State of Incorporation
Acri Capital Acquisition Corporation		Delaware
Acri Capital Merger Sub I Inc.		Delaware

SECOND: The Business Combination Agreement dated February 18, 2024 (as amended, the “Business Combination Agreement”), by and among the SPAC, Purchaser, Acri Capital Merger Sub II Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser (“Merger Sub”), and Foxx Development Inc., a Texas corporation (“Foxx”), setting forth the terms and conditions of the Merger, has been approved, adopted, certified, executed and acknowledged by each of the parties of the Business Combination Agreement, including the SPAC, Purchaser, Merger Sub, and Foxx, in accordance with Section 251 of the DGCL.

THIRD: Purchaser shall be the surviving corporation in the Merger (the “Surviving Corporation”), which will continue its existence as the Surviving Corporation under the new name “Foxx Development Holdings Inc.”, upon the effective time of the Merger.

FOURTH: The Merger shall become effective upon the filing of this Certificate of Merger with the Secretary of State of the State of Delaware.

FIFTH: An executed copy of the Business Combination Agreement is on file at the principal place of business of the Surviving Corporation located at:

15375 Barranca Parkway C106,
Irvine, CA 92618

SIXTH: Upon effectiveness of the Merger, the Amended and Restated Certificate of Incorporation, as set forth in Exhibit A, shall become effective as the certificate of incorporation of the Surviving Corporation.

SEVENTH: A copy of the Business Combination Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of either the SPAC or Purchaser.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have caused this Certificate of Merger to be signed as of the date set forth above.

	SPAC:

	Acri Capital Acquisition Corporation a Delaware corporation

	By:	/s/ “Joy” Yi Hua
	Name:	“Joy” Yi Hua
	Title:	Chief Executive Officer

	Purchaser:

	Acri Capital Merger Sub I Inc. a Delaware corporation

	By:	/s/ “Joy” Yi Hua
	Name:	“Joy” Yi Hua
	Title:	Chief Executive Officer

AMENDED & RESTATED
CERTIFICATE OF INCORPORATION
OF
FOXX DEVELOPMENT HOLDINGS INC.

ARTICLE I

The name of the Corporation is FOXX Development Holdings Inc. (the “Corporation”).

ARTICLE II

The registered office of the corporation in the State of Delaware is located at 108 W. 13th Street, Suite 100, Wilmington, DE 19801, New Castle County. The name of the registered agent at such address upon whom process against this corporation may be served is Vcorp Agent Services, Inc., 108 W. 13th Street, Suite 100, Wilmington, DE 19801, New Castle County.

ARTICLE III

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

ARTICLE IV

Section 4.1. Authorized Capital Stock. This Corporation is authorized to issue one class of shares to be designated Common Stock. The total number of shares of Common Stock the Corporation has authority to issue is 50,000,000 with par value of $0.0001 per share.

Section 4.2. Common Stock.

(a) General. All shares of Common Stock shall be identical and shall entitle the holders thereof to the same powers, preferences, qualifications, limitations, privileges and other rights provided under the DGCL. The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights of the holders of the preferred stock if and to the extent shares or series of such stock are designated and issued. The Board of Directors of the Corporation (the “Board”), in its sole discretion, shall determine the terms and conditions (including the consideration to be received by the Corporation) on which shares of Common Stock are to be issued.

(b) Voting Rights. Each holder of record of Common Stock shall be entitled to one vote for each share of Common Stock standing in such holder’s name on the books of the Corporation.

(c) Dividends. Subject to provisions of law and Section (b) of this Article IV, the holders of Common Stock shall be entitled to receive dividends out of funds legally available therefor at such times and in such amounts as the Board of Directors may determine in its sole discretion.

(d) Liquidation, Dissolution or Winding Up of the Corporation. Subject to provisions of law and upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, after the payment or provision for payment of all debts and liabilities of the Corporation, the holders of Common Stock shall be entitled to share ratably in the remaining net assets of the Corporation available for distribution.

Section 4.3. Option, Warrants and Rights.

(a) The Corporation may issue options, warrants and rights for the purchase of shares of any class or series of the Corporation. The Board of Directors, in its sole discretion, shall determine the terms and conditions on which the options, warrants or rights are issued, their form and content and the consideration for which, and terms and conditions upon which, such securities or any underlying class or series of shares of the Corporation are to be issued.

(b) The terms and conditions of rights or options to purchase shares of any class or series of the Corporation may include, without limitation, restrictions or conditions that preclude or limit the exercise, transfer, receipt or holding of such rights or options by any person or persons, including any person or persons owning (beneficially or of record) or offering to acquire a specified number or percentage of the outstanding shares of any class or series, or any transferee or transferees of any such person or persons, or that invalidate or void such rights or options held by any such person or persons or any such transferee or transferees.

ARTICLE V

Section 5.1 General Powers. The business and affairs of the Corporation shall be managed by, or under the direction of, the Board. In addition to the powers and authority expressly conferred upon the Board by statute, this Certificate or the Bylaws (the “Bylaws”) of the Corporation, the Board is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Certificate and any Bylaws adopted by the stockholders; provided, however, that no Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the Board that would have been valid if such Bylaws had not been adopted.

Section 5.2 Number. Unless otherwise set forth herein, the number of directors that constitute the Board of Directors shall be fixed by, from time to time exclusively by the Board pursuant to a resolution adopted by a majority of the Board, or in the manner provided in, the Bylaws of the Corporation.

Section 5.3 Election. Unless and except to the extent that the Bylaws shall so require, the election of directors need not be by written ballot.

Section 5.4 Term. A director shall hold office until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.

Section 5.5 Interested Directors. No contract or other transaction between the Corporation and one or more of its directors, or between the Corporation and any other corporation, firm, association or other entity in which one or more of the directors are directors or officers, or are financially interested, shall be either void or voidable because of such relationship or interest or because such director or directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his or her votes are counted for such purpose, if:

(a) The fact of such relationship or interest is disclosed or known to the Board of Directors, or a duly empowered committee thereof, which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for such purpose without counting the vote or votes of such interested director or directors; or

(b) The fact of such relationship or interest is disclosed or known to the stockholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent; or

(c) The contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the Board of Directors, committee or the stockholders.

Section 5.6 Quorum. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies a contract or transaction described in Section 5.7.

Section 5.7 Corporate Power. In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation; subject, nevertheless, to the provisions of the statutes of Delaware, of this Certificate, and to any Bylaws from time to time made by the stockholders; provided, however, that no Bylaws so made shall invalidate any prior act of the directors which would have been valid if such Bylaws had not been made.

Section 5.8 Director’s Authority and Transactions. A director of the Corporation may transact business, borrow, lend, or otherwise deal or contract with the Corporation to the fullest extent and subject only to the limitations and provisions of the laws of the State of Delaware and the laws of the United States.

Section 5.9 Approval and Ratification. The Board of Directors in its discretion may (but shall not be required to) submit any contract or act for approval or ratification at any annual meeting of the stockholders or at any meeting of the stockholders called for the purpose of considering any such act or contract, and any contract or act that shall be approved or be ratified by the vote of the holders of a majority of the stock of the Corporation which is represented in person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or by proxy) shall be as valid and binding upon the Corporation and upon all the stockholders as though it had been approved or ratified by every stockholder of the Corporation, whether or not the contract or act would otherwise be open to legal attack because of directors’ interests, or for any other reason.

Section 5.10 Newly Created Directorships and Vacancies. Newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders), and any director so chosen shall hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.

Section 5.11 Removal. Except as otherwise required by this Certificate, any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

ARTICLE VI

In furtherance and not in limitation of the powers conferred upon it by law, the Board shall have the power and is expressly authorized to adopt, amend, alter or repeal the Bylaws. The affirmative vote of a majority of the Board shall be required to adopt, amend, alter or repeal the Bylaws. The Bylaws also may be adopted, amended, altered or repealed by the stockholders; provided, however, that in addition to any vote of the holders of any class or series of capital stock of the Corporation required by law or by this Amended and Restated Certificate of Incorporation, the affirmative vote of the holders of at least a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to adopt, amend, alter or repeal the Bylaws; and provided further, however, that no Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the Board that would have been valid if such Bylaws had not been adopted.

ARTICLE VII

Section 7.1 Meetings. Subject to the rights, if any, of the holders of any series of preferred stock (if and to the extent shares or series of such stock are designated and issued), and to the requirements of applicable law, special meetings of stockholders of the Corporation may be called only by the Chairman of the Board, Chief Executive Officer of the Corporation, or the Board pursuant to a resolution adopted by a majority of the Board, and the ability of the stockholders to call a special meeting is hereby specifically denied. Except as provided in the foregoing sentence, special meetings of stockholders may not be called by another person or persons.

Section 7.2 Advance Notice. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws.

Section 7.3 Action by Written Consent. Except as may be otherwise provided for or fixed pursuant to this Amended and Restated Certificate of Incorporation, any action required or permitted to be taken by the stockholders of the Corporation must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders.

ARTICLE VIII

Section 8.1 Limitation of Director Liability. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended unless they violated their duty of loyalty to the Corporation or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from their actions as directors. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

Section 8.2 Indemnification and Advancement of Expenses.

(a) To the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnify and hold harmless each person who is or was made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred by such indemnitee in connection with such proceeding. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by an indemnitee in defending or otherwise participating in any proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking, by or on behalf of the indemnitee, to repay all amounts so advanced if it shall ultimately be determined that the indemnitee is not entitled to be indemnified under this Section 8.2 or otherwise. The rights to indemnification and advancement of expenses conferred by this Section 8.2 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators. Notwithstanding the foregoing provisions of this Section 8.2(a), except for proceedings to enforce rights to indemnification and advancement of expenses, the Corporation shall indemnify and advance expenses to an indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board.

(b) The rights to indemnification and advancement of expenses conferred on any indemnitee by this Section 8.2 shall not be exclusive of any other rights that any indemnitee may have or hereafter acquire under law, this Amended and Restated Certificate, the By-Laws, an agreement, vote of stockholders or disinterested directors, or otherwise.

(c) Any repeal or amendment of this Section 8.2 by the stockholders of the Corporation or by changes in law, or the adoption of any other provision of this Amended and Restated Certificate inconsistent with this Section 8.2, shall, unless otherwise required by law, be prospective only (except to the extent such amendment or change in law permits the Corporation to provide broader indemnification rights on a retroactive basis than permitted prior thereto), and shall not in any way diminish or adversely affect any right or protection existing at the time of such repeal or amendment or adoption of such inconsistent provision in respect of any proceeding (regardless of when such proceeding is first threatened, commenced or completed) arising out of, or related to, any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision.

(d) This Section 8.2 shall not limit the right of the Corporation, to the extent and in the manner authorized or permitted by law, to indemnify and to advance expenses to persons other than indemnitees.

ARTICLE IX

The corporation shall not be governed or subject to Section 203 of the DGCL.

ARTICLE X

To the extent allowed by law, the doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to the Corporation or any of its officers or directors, or any of their respective affiliates, in circumstances where the application of any such doctrine would conflict with any fiduciary duties or contractual obligations they may have as of the date of this Amended and Restated Certificate of Incorporation or in the future, and the Corporation renounces any expectancy that any of the directors or officers of the Corporation will offer any such corporate opportunity of which he or she may become aware to the Corporation, except, the doctrine of corporate opportunity shall apply with respect to any of the directors or officers of the Corporation with respect to a corporate opportunity that was offered to such person solely in his or her capacity as a director or officer of the Corporation and (i) such opportunity is one the Corporation is legally and contractually permitted to undertake and would otherwise be reasonable for the Corporation to pursue and (ii) the director or officer is permitted to refer that opportunity to the Corporation without violating any legal obligation.

ARTICLE XI

The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force that may be added or inserted, in the manner now or hereafter prescribed by this Amended and Restated Certificate of Incorporation and the DGCL; and, except as set forth in Article XI, all rights, preferences and privileges of whatever nature herein conferred upon stockholders, directors or any other persons by and pursuant to this Amended and Restated Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article XI.

ARTICLE XII

Section 12.1 Forum. Subject to the last sentence in this Section 12.1, and unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by the applicable law, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the DGCL or this Amended and Restated Certificate of Incorporation or the Bylaws, or (iv) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (C) for which the Court of Chancery does not have subject matter jurisdiction. Notwithstanding the foregoing, (i) the provisions of this Section 12.1 will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction and (ii) to the fullest extent permitted by the applicable law, the federal district courts of the United States of America for the District of Delaware and the Court of Chancery of the State of Delaware shall have concurrent jurisdiction for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder.

Section 12.2 Consent to Jurisdiction. If any action the subject matter of which is within the scope of Section 12.1 immediately above is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce Section 12.1 immediately above (an “FSC Enforcement Action”) and (ii) having service of process made upon such stockholder in any such FSC Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

Section 12.3 Severability. If any provision or provisions of this Article XII shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article XII (including, without limitation, each portion of any sentence of this Article XII containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XII.

Exhibit 3.3

BYLAWS

FOXX DEVELOPMENT HOLDINGS INC.

(THE “CORPORATION”)

ARTICLE I

OFFICES

Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent in Delaware.

Section 1.2. Additional Offices. The Corporation may, in addition to its registered office in the State of Delaware, have such other offices and places of business, both within and outside the State of Delaware, as the Board of Directors of the Corporation (the “Board”) may from time to time determine or as the business and affairs of the Corporation may require.

ARTICLE II

STOCKHOLDERS MEETINGS

Section 2.1. Annual Meetings. The annual meeting of stockholders shall be held at such place, either within or without the State of Delaware, and time and on such date as shall be determined by the Board and stated in the notice of the meeting, provided that the Board may in its sole discretion determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication pursuant to Section 9.5(a). At each annual meeting, the stockholders entitled to vote on such matters shall elect those directors of the Corporation to fill any term of a directorship that expires on the date of such annual meeting and may transact any other business as may properly be brought before the meeting.

Section 2.2. Special Meetings. Subject to the rights of the holders of any outstanding series of the preferred stock of the Corporation (if and to the extent shares or series of such stock are designated and issued), and to the requirements of applicable law, special meetings of stockholders, for any purpose or purposes, may be called only by the Chairman of the Board, Chief Executive Officer, or the Board pursuant to a resolution adopted by a majority of the Board, and may not be called by any other person. Special meetings of stockholders shall be held at such place, either within or without the State of Delaware, and at such time and on such date as shall be determined by the Board and stated in the Corporation’s notice of the meeting, provided that the Board may in its sole discretion determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication pursuant to Section 9.5(a).

Section 2.3. Notices. Written notice of each stockholders meeting stating the place, if any, date, and time of the meeting, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting and the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, shall be given in the manner permitted by Section 9.3 to each stockholder entitled to vote thereat as of the record date for determining the stockholders entitled to notice of the meeting, by the Corporation not less than 10 nor more than 60 days before the date of the meeting unless otherwise required by the General Corporation Law of the State of Delaware (the “DGCL”). If said notice is for a stockholders meeting other than an annual meeting, it shall in addition state the purpose or purposes for which the meeting is called, and the business transacted at such meeting shall be limited to the matters so stated in the Corporation’s notice of meeting (or any supplement thereto). Any meeting of stockholders as to which notice has been given may be postponed, and any meeting of stockholders as to which notice has been given may be cancelled, by the Board upon public announcement (as defined in Section 2.7(c)) given before the date previously scheduled for such meeting.

Section 2.4. Quorum. Except as otherwise provided by applicable law, the Corporation’s Certificate of Incorporation, as the same may be amended or restated from time to time (the “Certificate of Incorporation”) or these Bylaws, the presence, in person or by proxy, at a stockholders meeting of the holders of shares of outstanding capital stock of the Corporation representing a majority of the voting power of all outstanding shares of capital stock of the Corporation entitled to vote at such meeting shall constitute a quorum for the transaction of business at such meeting, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of shares representing a majority of the voting power of the outstanding shares of such class or series shall constitute a quorum of such class or series for the transaction of such business. If a quorum shall not be present or represented by proxy at any meeting of the stockholders of the Corporation, the chairman of the meeting may adjourn the meeting from time to time in the manner provided in Section 2.6 until a quorum shall attend. The stockholders present at a duly convened meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the voting power of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation or any such other corporation to vote shares held by it in a fiduciary capacity.

Section 2.5. Voting of Shares.

(a) Voting Lists. The Secretary of the Corporation (the “Secretary”) shall prepare, or shall cause the officer or agent who has charge of the stock ledger of the Corporation to prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders of record entitled to vote at such meeting; provided, however, that if the record date for determining the stockholders entitled to vote is less than 10 days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date, arranged in alphabetical order and showing the address and the number and class of shares registered in the name of each stockholder. Nothing contained in this Section 2.5(a) shall require the Corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If a meeting of stockholders is to be held solely by means of remote communication as permitted by Section 9.5(a), the list shall be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list required by this Section 2.5(a) or to vote in person or by proxy at any meeting of stockholders.

(b) Manner of Voting. At any stockholders meeting, every stockholder entitled to vote may vote in person or by proxy. If authorized by the Board, the voting by stockholders or proxy holders at any meeting conducted by remote communication may be effected by a ballot submitted by electronic transmission (as defined in Section 9.3), provided that any such electronic transmission must either set forth or be submitted with information from which the Corporation can determine that the electronic transmission was authorized by the stockholder or proxy holder. The Board, in its discretion, or the chairman of the meeting of stockholders, in such person’s discretion, may require that any votes cast at such meeting shall be cast by written ballot.

(c) Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Proxies need not be filed with the Secretary until the meeting is called to order, but shall be filed with the Secretary before being voted. Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy, either of the following shall constitute a valid means by which a stockholder may grant such authority. No stockholder shall have cumulative voting rights.

(i) A stockholder may execute a writing authorizing another person or persons to act for such stockholder as proxy. Execution may be accomplished by the stockholder or such stockholder’s authorized officer, director, employee or agent signing such writing or causing such person’s signature to be affixed to such writing by any reasonable means, including, but not limited to, by facsimile signature.

(ii) A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of an electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission authorizing another person or persons to act as proxy for a stockholder may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

(d) Required Vote. Subject to the rights of the holders of one or more series of Preferred Stock, voting separately by class or series, to elect directors pursuant to the terms of one or more series of Preferred Stock, at all meetings of stockholders at which a quorum is present, the election of directors shall be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. All other matters presented to the stockholders at a meeting at which a quorum is present shall be determined by the vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon, unless the matter is one upon which, by applicable law, the Certificate of Incorporation, these Bylaws or applicable stock exchange rules, a different vote is required, in which case such provision shall govern and control the decision of such matter.

(e) Inspectors of Election. The Board may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more persons as inspectors of election, who may be employees of the Corporation or otherwise serve the Corporation in other capacities, to act at such meeting of stockholders or any adjournment thereof and to make a written report thereof. The Board may appoint one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspectors of election or alternates are appointed by the Board, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall ascertain and report the number of outstanding shares and the voting power of each; determine the number of shares present in person or represented by proxy at the meeting and the validity of proxies and ballots; count all votes and ballots and report the results; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. No person who is a candidate for an office at an election may serve as an inspector at such election. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors.

Section 2.6. Adjournments. Any meeting of stockholders, annual or special, may be adjourned by the chairman of the meeting, from time to time, whether or not there is a quorum, to reconvene at the same or some other place. Notice need not be given of any such adjourned meeting if the date, time, and place, if any, thereof, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting the stockholders, or the holders of any class or series of stock entitled to vote separately as a class, as the case may be, may transact any business that might have been transacted at the original meeting. If the adjournment is for more than 30 days, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix a new record date for notice of such adjourned meeting in accordance with Section 9.2, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

Section 2.7. Advance Notice for Business.

(a) Annual Meetings of Stockholders. No business may be transacted at an annual meeting of stockholders, other than business that is either (i) specified in the Corporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board, (ii) otherwise properly brought before the annual meeting by or at the direction of the Board or (iii) otherwise properly brought before the annual meeting by any stockholder of the Corporation (x) who is a stockholder of record entitled to vote at such annual meeting on the date of the giving of the notice provided for in this Section 2.7(a) and on the record date for the determination of stockholders entitled to vote at such annual meeting and (y) who complies with the notice procedures set forth in this Section 2.7(a). Notwithstanding anything in this Section 2.7(a) to the contrary, only persons nominated for election as a director to fill any term of a directorship that expires on the date of the annual meeting pursuant to Section 3.5 will be considered for election at such meeting.

(i) In addition to any other applicable requirements, for business (other than nominations) to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary and such business must otherwise be a proper matter for stockholder action. Subject to Section 2.7(a)(iii), a stockholder’s notice to the Secretary with respect to such business, to be timely, must be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the 90th day nor earlier than the close of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date (or if there has been no prior annual meeting), notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting is first made by the Corporation. The public announcement of an adjournment or postponement of an annual meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described in this Section 2.7(a).

(ii) To be in proper written form, a stockholder’s notice to the Secretary with respect to any business (other than nominations) must set forth as to each such matter such stockholder proposes to bring before the annual meeting (A) a brief description of the business desired to be brought before the annual meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event such business includes a proposal to amend these Bylaws, the language of the proposed amendment) and the reasons for conducting such business at the annual meeting, (B) the name and record address of such stockholder and the name and address of the beneficial owner, if any, on whose behalf the proposal is made, (C) the class or series and number of shares of capital stock of the Corporation that are owned beneficially and of record by such stockholder and by the beneficial owner, if any, on whose behalf the proposal is made, (D) a description of all arrangements or understandings between such stockholder and the beneficial owner, if any, on whose behalf the proposal is made and any other person or persons (including their names) in connection with the proposal of such business by such stockholder, (E) any material interest of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made in such business and (F) a representation that such stockholder (or a qualified representative of such stockholder) intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.

(iii) The foregoing notice requirements of this Section 2.7(a) shall be deemed satisfied by a stockholder as to any proposal (other than nominations) if the stockholder has notified the Corporation of such stockholder’s intention to present such proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such stockholder has complied with the requirements of such Rule for inclusion of such proposal in a proxy statement prepared by the Corporation to solicit proxies for such annual meeting. No business shall be conducted at the annual meeting of stockholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 2.7(a), provided, however, that once business has been properly brought before the annual meeting in accordance with such procedures, nothing in this Section 2.7(a) shall be deemed to preclude discussion by any stockholder of any such business. If the Board or the chairman of the annual meeting determines that any stockholder proposal was not made in accordance with the provisions of this Section 2.7(a) or that the information provided in a stockholder’s notice does not satisfy the information requirements of this Section 2.7(a), such proposal shall not be presented for action at the annual meeting. Notwithstanding the foregoing provisions of this Section 2.7(a), if the stockholder (or a qualified representative of the stockholder) does not appear at the annual meeting of stockholders of the Corporation to present the proposed business, such proposed business shall not be transacted, notwithstanding that proxies in respect of such matter may have been received by the Corporation.

(iv) In addition to the provisions of this Section 2.7(a), a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in this Section 2.7(a) shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

(b) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting only pursuant to Section 3.5.

(c) Public Announcement. For purposes of these Bylaws, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed or furnished by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act (or any successor thereto).

Section 2.8. Conduct of Meetings. The chairman of each annual and special meeting of stockholders shall be the Chairman of the Board or, in the absence (or inability or refusal to act) of the Chairman of the Board, the Chief Executive Officer (if he or she shall be a director) or, in the absence (or inability or refusal to act of the Chief Executive Officer or if the Chief Executive Officer is not a director, the President (if he or she shall be a director) or, in the absence (or inability or refusal to act) of the President or if the President is not a director, such other person as shall be appointed by the Board. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the chairman of the meeting. The Board may adopt such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with these Bylaws or such rules and regulations as adopted by the Board, the chairman of any meeting of stockholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the chairman of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) rules and procedures for maintaining order at the meeting and the safety of those present; (c) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (d) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (e) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. The secretary of each annual and special meeting of stockholders shall be the Secretary or, in the absence (or inability or refusal to act) of the Secretary, an Assistant Secretary so appointed to act by the chairman of the meeting. In the absence (or inability or refusal to act) of the Secretary and all Assistant Secretaries, the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 2.9. Consents in Lieu of Meeting. Unless otherwise provided by the Certificate of Incorporation, until the Corporation consummates an initial public offering (“Offering”), any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock entitled to vote thereon having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required by this section and the DGCL to the Corporation, written consents signed by a sufficient number of holders entitled to vote to take action are delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

ARTICLE III

DIRECTORS

Section 3.1. Powers. The business and affairs of the Corporation shall be managed by its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders. Subject to compliance with the provisions of the DGCL, the powers of the Board of Directors shall include the power to make a liquidating distribution of the assets, and wind up the affairs of, the Corporation.

Section 3.2. Number and Qualifications. The number of directors which shall constitute the whole Board of Directors shall be not less than one (1) and not more than five (5). Within the limits above specified, the number of the directors of the Corporation shall be determined solely in the discretion of the Board of Directors. Directors need not be residents of Delaware or stockholders of the Corporation.

Section 3.3. Vacancies, Additional Directors; Removal from Office. If any vacancy occurs in the Board of Directors caused by death, resignation, retirement, disqualification, removal from office or otherwise, or if any new directorship is created by an increase in the authorized number of directors, a majority of the directors then in office, though less than a quorum, or a sole remaining director, may choose a successor or fill the newly created directorship. Subject to this Section 3.3, any director so chosen shall hold office for the unexpired term of his or her predecessor in his or her office and until his or her successor shall be elected and qualified, unless sooner displaced. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. Except as prohibited by applicable law or the Certificate of Incorporation, any or all directors may be removed from office at any time, but only for cause and only by the affirmative vote of not less than the majority the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

Section 3.4. Resignation. Any director may resign or voluntarily retire upon giving written notice to the Chairman of the Board or the Board of Directors. Such retirement or resignation shall be effective upon the giving of the notice, unless the notice specifies a later time for its effectiveness. If such retirement or resignation is effective at a future time, the Board of Directors may elect a successor to take office when the retirement or resignation becomes effective.

Section 3.5. Advance Notice for Nomination of Directors.

(a) Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided by the terms of one or more series of Preferred Stock with respect to the rights of holders of one or more series of Preferred Stock to elect directors. Nominations of persons for election to the Board at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors as set forth in the Corporation’s notice of such special meeting, may be made (i) by or at the direction of the Board or (ii) by any stockholder of the Corporation (x) who is a stockholder of record entitled to vote in the election of directors on the date of the giving of the notice provided for in this Section 3.5 and on the record date for the determination of stockholders entitled to vote at such meeting and (y) who complies with the notice procedures set forth in this Section 3.5.

(b) In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary. To be timely, a stockholder’s notice to the Secretary must be received by the Secretary at the principal executive offices of the Corporation (i) in the case of an annual meeting, not later than the close of business on the 90th day nor earlier than the close of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date (or if there has been no prior annual meeting), notice by the stockholder to be timely must be so received not earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting was first made by the Corporation; and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which public announcement of the date of the special meeting is first made by the Corporation. In no event shall the public announcement of an adjournment or postponement of an annual meeting or special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described in this Section 3.5.

(c) Notwithstanding anything in paragraph (b) to the contrary, in the event that the number of directors to be elected to the Board at an annual meeting is greater than the number of directors whose terms expire on the date of the annual meeting and there is no public announcement by the Corporation naming all of the nominees for the additional directors to be elected or specifying the size of the increased Board before the close of business on the 90th day prior to the anniversary date of the immediately preceding annual meeting of stockholders, a stockholder’s notice required by this Section 3.5 shall also be considered timely, but only with respect to nominees for the additional directorships created by such increase that are to be filled by election at such annual meeting, if it shall be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the date on which such public announcement was first made by the Corporation.

(d) To be in proper written form, a stockholder’s notice to the Secretary must set forth (i) as to each person whom the stockholder proposes to nominate for election as a director (A) the name, age, business address and residence address of the person, (B) the principal occupation or employment of the person, (C) the class or series and number of shares of capital stock of the Corporation that are owned beneficially or of record by the person and (D) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (ii) as to the stockholder giving the notice (A) the name and record address of such stockholder as they appear on the Corporation’s books and the name and address of the beneficial owner, if any, on whose behalf the nomination is made, (B) the class or series and number of shares of capital stock of the Corporation that are owned beneficially and of record by such stockholder and the beneficial owner, if any, on whose behalf the nomination is made, (C) a description of all arrangements or understandings relating to the nomination to be made by such stockholder among such stockholder, the beneficial owner, if any, on whose behalf the nomination is made, each proposed nominee and any other person or persons (including their names), (D) a representation that such stockholder (or a qualified representative of such stockholder) intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (E) any other information relating to such stockholder and the beneficial owner, if any, on whose behalf the nomination is made that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

(e) If the Board or the chairman of the meeting of stockholders determines that any nomination was not made in accordance with the provisions of this Section 3.5, or that the information provided in a stockholder’s notice does not satisfy the information requirements of this Section 3.5, then such nomination shall not be considered at the meeting in question. Notwithstanding the foregoing provisions of this Section 3.5, if the stockholder (or a qualified representative of the stockholder) does not appear at the meeting of stockholders of the Corporation to present the nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such nomination may have been received by the Corporation.

(f) In addition to the provisions of this Section 3.5, a stockholder shall also comply with all of the applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in this Section 3.5 shall be deemed to affect any rights of the holders of Preferred Stock to elect directors pursuant to the Certificate of Incorporation.

Section 3.6. Compensation. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board shall have the authority to fix the compensation of directors, including for service on a committee of the Board, and may be paid either a fixed sum for attendance at each meeting of the Board or other compensation as director. The directors may be reimbursed their expenses, if any, of attendance at each meeting of the Board. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of committees of the Board may be allowed like compensation and reimbursement of expenses for service on the committee.

ARTICLE IV

BOARD MEETINGS

Section 4.1. Annual Meetings. The Board shall meet as soon as practicable after the adjournment of each annual stockholders meeting at the place of the annual stockholders meeting unless the Board shall fix another time and place and give notice thereof in the manner required herein for special meetings of the Board. No notice to the directors shall be necessary to legally convene this meeting, except as provided in this Section 4.1.

Section 4.2. Regular Meetings. Regularly scheduled, periodic meetings of the Board may be held without notice at such times, dates and places (within or without the State of Delaware) as shall from time to time be determined by the Board.

Section 4.3. Special Meetings. Special meetings of the Board (a) may be called by the Chairman of the Board or President and (b) shall be called by the Chairman of the Board, President or Secretary on the written request of at least a majority of directors then in office, or the sole director, as the case may be, and shall be held at such time, date and place (within or without the State of Delaware) as may be determined by the person calling the meeting or, if called upon the request of directors or the sole director, as specified in such written request. Notice of each special meeting of the Board shall be given, as provided in Section 9.3, to each director (i) at least 24 hours before the meeting if such notice is oral notice given personally or by telephone or written notice given by hand delivery or by means of a form of electronic transmission and delivery; (ii) at least two days before the meeting if such notice is sent by a nationally recognized overnight delivery service; and (iii) at least five days before the meeting if such notice is sent through the United States mail. If the Secretary shall fail or refuse to give such notice, then the notice may be given by the officer who called the meeting or the directors who requested the meeting. Any and all business that may be transacted at a regular meeting of the Board may be transacted at a special meeting. Except as may be otherwise expressly provided by applicable law, the Certificate of Incorporation, or these Bylaws, neither the business to be transacted at, nor the purpose of, any special meeting need be specified in the notice or waiver of notice of such meeting. A special meeting may be held at any time without notice if all the directors are present or if those not present waive notice of the meeting in accordance with Section 9.4.

Section 4.4. Quorum; Required Vote. A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by applicable law, the Certificate of Incorporation or these Bylaws. If a quorum shall not be present at any meeting, a majority of the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

Section 4.5. Consent In Lieu of Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions (or paper reproductions thereof) are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 4.6. Organization. The chairman of each meeting of the Board shall be the Chairman of the Board or, in the absence (or inability or refusal to act) of the Chairman of the Board, the Chief Executive Officer (if he or she shall be a director) or, in the absence (or inability or refusal to act) of the Chief Executive Officer or if the Chief Executive Officer is not a director, the President (if he or she shall be a director) or in the absence (or inability or refusal to act) of the President or if the President is not a director, a chairman elected from the directors present. The Secretary shall act as secretary of all meetings of the Board. In the absence (or inability or refusal to act) of the Secretary, an Assistant Secretary shall perform the duties of the Secretary at such meeting. In the absence (or inability or refusal to act) of the Secretary and all Assistant Secretaries, the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 4.7. Meeting by Conference Telephone or Other Communications Equipment. Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section 4.7 shall constitute presence in person at the meeting.

Section 4.8. Rights of Inspection. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the Corporation and also of its subsidiary corporations, domestic or foreign. Such inspection by a director may be made in person or by agent or attorney and includes the right to copy and obtain extracts.

ARTICLE V

COMMITTEES OF DIRECTORS

Section 5.1. Establishment. The Board may by resolution of the Board designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Each committee shall keep regular minutes of its meetings and report the same to the Board when required by the resolution designating such committee. The Board shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee.

Section 5.2. Available Powers. Any committee established pursuant to Section 5.1 hereof, to the extent permitted by applicable law and by resolution of the Board, shall have and may exercise all of the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it.

Section 5.3. Alternate Members. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member.

Section 5.4. Procedures. Unless the Board otherwise provides, the time, date, place, if any, and notice of meetings of a committee shall be determined by such committee. At meetings of a committee, a majority of the number of members of the committee (but not including any alternate member, unless such alternate member has replaced any absent or disqualified member at the time of, or in connection with, such meeting) shall constitute a quorum for the transaction of business. The act of a majority of the members present at any meeting at which a quorum is present shall be the act of the committee, except as otherwise specifically provided by applicable law, the Certificate of Incorporation, these Bylaws or the Board. If a quorum is not present at a meeting of a committee, the members present may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present. Unless the Board otherwise provides and except as provided in these Bylaws, each committee designated by the Board may make, alter, amend and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board is authorized to conduct its business pursuant to Article III and Article IV of these Bylaws.

Section 5.5. Minutes. Each committee of directors shall keep regular minutes of its proceedings and report the same to the Board of Directors when required. The Corporation’s Secretary, any Assistant Secretary or any other designated person shall (a) serve as the Secretary of the special or standing committees of the Board of Directors of the Corporation, (b) keep regular minutes of standing or special committee proceedings, (c) make available to the Board of Directors, as required, copies of all resolutions adopted or minutes or reports of other actions recommended or taken by any such standing or special committee and (d) otherwise as requested keep the members of the Board of Directors apprised of the actions taken by such standing or special committees.

ARTICLE VI

OFFICERS

Section 6.1. Officers. The officers of the Corporation elected by the Board shall be a Chief Executive Officer, a Chief Financial Officer, a Secretary and such other officers (including without limitation, a Chairman of the Board, Presidents, Vice Presidents, Assistant Secretaries and a Treasurer) as the Board from time to time may determine. Officers elected by the Board shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article VI. Such officers shall also have such powers and duties as from time to time may be conferred by the Board. The Chief Executive Officer or President may also appoint such other officers (including without limitation one or more Vice Presidents and Controllers) as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers shall have such powers and duties and shall hold their offices for such terms as may be provided in these Bylaws or as may be prescribed by the Board or, if such officer has been appointed by the Chief Executive Officer or President, as may be prescribed by the appointing officer.

(a) Chairman of the Board. The Chairman of the Board shall preside when present at all meetings of the stockholders and the Board. The Chairman of the Board shall have general supervision and control of the acquisition activities of the Corporation subject to the ultimate authority of the Board, and shall be responsible for the execution of the policies of the Board with respect to such matters. In the absence (or inability or refusal to act) of the Chairman of the Board, the Chief Executive Officer (if he or she shall be a director) shall preside when present at all meetings of the stockholders and the Board. The powers and duties of the Chairman of the Board shall not include supervision or control of the preparation of the financial statements of the Corporation (other than through participation as a member of the Board). The position of Chairman of the Board and Chief Executive Officer may be held by the same person.

(b) Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Corporation, shall have general supervision of the affairs of the Corporation and general control of all of its business subject to the ultimate authority of the Board, and shall be responsible for the execution of the policies of the Board with respect to such matters, except to the extent any such powers and duties have been prescribed to the Chairman of the Board pursuant to Section 6.1(a) above. In the absence (or inability or refusal to act) of the Chairman of the Board, the Chief Executive Officer (if he or she shall be a director) shall preside when present at all meetings of the stockholders and the Board. The position of Chief Executive Officer and President may be held by the same person.

(c) President. The President shall make recommendations to the Chief Executive Officer on all operational matters that would normally be reserved for the final executive responsibility of the Chief Executive Officer. In the absence (or inability or refusal to act) of the Chairman of the Board and Chief Executive Officer, the President (if he or she shall be a director) shall preside when present at all meetings of the stockholders and the Board. The President shall also perform such duties and have such powers as shall be designated by the Board. The position of President and Chief Executive Officer may be held by the same person.

(d) Vice Presidents. In the absence (or inability or refusal to act) of the President, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board) shall perform the duties and have the powers of the President. Any one or more of the Vice Presidents may be given an additional designation of rank or function.

(e) Secretary.

(i) The Secretary shall attend all meetings of the stockholders, the Board and (as required) committees of the Board and shall record the proceedings of such meetings in books to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board and shall perform such other duties as may be prescribed by the Board, the Chairman of the Board, Chief Executive Officer or President. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or any Assistant Secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretary. The Board may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing thereof by his or her signature.

(ii) The Secretary shall keep, or cause to be kept, at the principal executive office of the Corporation or at the office of the Corporation’s transfer agent or registrar, if one has been appointed, a stock ledger, or duplicate stock ledger, showing the names of the stockholders and their addresses, the number and classes of shares held by each and, with respect to certificated shares, the number and date of certificates issued for the same and the number and date of certificates cancelled.

(f) Assistant Secretaries. The Assistant Secretary or, if there be more than one, the Assistant Secretaries in the order determined by the Board shall, in the absence (or inability or refusal to act) of the Secretary, perform the duties and have the powers of the Secretary.

(g) Chief Financial Officer. The Chief Financial Officer shall perform all duties commonly incident to that office (including, without limitation, the care and custody of the funds and securities of the Corporation, which from time to time may come into the Chief Financial Officer’s hands and the deposit of the funds of the Corporation in such banks or trust companies as the Board, the Chief Executive Officer or the President may authorize).

(h) Treasurer. The Treasurer shall, in the absence (or inability or refusal to act) of the Chief Financial Officer, perform the duties and exercise the powers of the Chief Financial Officer.

Section 6.2. Term of Office; Removal; Vacancies. The elected officers of the Corporation shall be appointed by the Board and shall hold office until their successors are duly elected and qualified by the Board or until their earlier death, resignation, retirement, disqualification, or removal from office. Any officer may be removed, with or without cause, at any time by the Board. Any officer appointed by the Chief Executive Officer or President may also be removed, with or without cause, by the Chief Executive Officer or President, as the case may be, unless the Board otherwise provides. Any vacancy occurring in any elected office of the Corporation may be filled by the Board. Any vacancy occurring in any office appointed by the Chief Executive Officer or President may be filled by the Chief Executive Officer, or President, as the case may be, unless the Board then determines that such office shall thereupon be elected by the Board, in which case the Board shall elect such officer.

Section 6.3. Other Officers. The Board may delegate the power to appoint such other officers and agents, and may also remove such officers and agents or delegate the power to remove same, as it shall from time to time deem necessary or desirable.

Section 6.4. Multiple Officeholders; Stockholder and Director Officers. Any number of offices may be held by the same person unless the Certificate of Incorporation or these Bylaws otherwise provide. Officers need not be stockholders or residents of the State of Delaware.

Section 6.5. Compensation. The compensation of the officers shall be determined by the Board of Directors or a designated committee thereof (and in the case of officers other than the President or Chief Executive Officer (if such office is filled), with the consultation of the President and Chief Executive Officer). No officer who is also a director shall be prevented from receiving such compensation by reason of his or her also being a director.

ARTICLE VII

Section 7.1. Certificated and Uncertificated Shares. The shares of the Corporation may be certificated or uncertificated, subject to the sole discretion of the Board and the requirements of the DGCL.

Section 7.2. Multiple Classes of Stock. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the Corporation shall (a) cause the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights to be set forth in full or summarized on the face or back of any certificate that the Corporation issues to represent shares of such class or series of stock or (b) in the case of uncertificated shares, within a reasonable time after the issuance or transfer of such shares, send to the registered owner thereof a written notice containing the information required to be set forth on certificates as specified in clause (a) above; provided, however, that, except as otherwise provided by applicable law, in lieu of the foregoing requirements, there may be set forth on the face or back of such certificate or, in the case of uncertificated shares, on such written notice a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences or rights.

Section 7.3. Signatures. Each certificate representing capital stock of the Corporation shall be signed by or in the name of the Corporation by (a) the Chairman of the Board, Chief Executive Officer, the President or a Vice President and (b) the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Corporation. Any or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar on the date of issue.

Section 7.4. Consideration and Payment for Shares.

(a) Subject to applicable law and the Certificate of Incorporation, shares of stock may be issued for such consideration, having in the case of shares with par value a value not less than the par value thereof, and to such persons, as determined from time to time by the Board. The consideration may consist of any tangible or intangible property or any benefit to the Corporation including cash, promissory notes, services performed, contracts for services to be performed or other securities, or any combination thereof.

(b) Subject to applicable law and the Certificate of Incorporation, shares may not be issued until the full amount of the consideration has been paid, unless upon the face or back of each certificate issued to represent any partly paid shares of capital stock or upon the books and records of the Corporation in the case of partly paid uncertificated shares, there shall have been set forth the total amount of the consideration to be paid therefor and the amount paid thereon up to and including the time said certificate representing certificated shares or said uncertificated shares are issued.

Section 7.5. Lost, Destroyed or Wrongfully Taken Certificates.

(a) If an owner of a certificate representing shares claims that such certificate has been lost, destroyed or wrongfully taken, the Corporation shall issue a new certificate representing such shares or such shares in uncertificated form if the owner: (i) requests such a new certificate before the Corporation has notice that the certificate representing such shares has been acquired by a protected purchaser; (ii) if requested by the Corporation, delivers to the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, wrongful taking or destruction of such certificate or the issuance of such new certificate or uncertificated shares; and (iii) satisfies other reasonable requirements imposed by the Corporation.

(b) If a certificate representing shares has been lost, apparently destroyed or wrongfully taken, and the owner fails to notify the Corporation of that fact within a reasonable time after the owner has notice of such loss, apparent destruction or wrongful taking and the Corporation registers a transfer of such shares before receiving notification, the owner shall be precluded from asserting against the Corporation any claim for registering such transfer or a claim to a new certificate representing such shares or such shares in uncertificated form.

Section 7.6. Transfer of Stock.

(a) If a certificate representing shares of the Corporation is presented to the Corporation with an endorsement requesting the registration of transfer of such shares or an instruction is presented to the Corporation requesting the registration of transfer of uncertificated shares, the Corporation shall register the transfer as requested if:

(i) in the case of certificated shares, the certificate representing such shares has been surrendered;

(ii) (A) with respect to certificated shares, the endorsement is made by the person specified by the certificate as entitled to such shares; (B) with respect to uncertificated shares, an instruction is made by the registered owner of such uncertificated shares; or (C) with respect to certificated shares or uncertificated shares, the endorsement or instruction is made by any other appropriate person or by an agent who has actual authority to act on behalf of the appropriate person;

(iii) the Corporation has received a guarantee of signature of the person signing such endorsement or instruction or such other reasonable assurance that the endorsement or instruction is genuine and authorized as the Corporation may request;

(iv) the transfer does not violate any restriction on transfer imposed by the Corporation that is enforceable in accordance with Section 7.8(a); and

(v) such other conditions for such transfer as shall be provided for under applicable law have been satisfied.

(b) Whenever any transfer of shares shall be made for collateral security and not absolutely, the Corporation shall so record such fact in the entry of transfer if, when the certificate for such shares is presented to the Corporation for transfer or, if such shares are uncertificated, when the instruction for registration of transfer thereof is presented to the Corporation, both the transferor and transferee request the Corporation to do so.

Section 7.7. Registered Stockholders. Before due presentment for registration of transfer of a certificate representing shares of the Corporation or of an instruction requesting registration of transfer of uncertificated shares, the Corporation may treat the registered owner as the person exclusively entitled to inspect for any proper purpose the stock ledger and the other books and records of the Corporation, vote such shares, receive dividends or notifications with respect to such shares and otherwise exercise all the rights and powers of the owner of such shares, except that a person who is the beneficial owner of such shares (if held in a voting trust or by a nominee on behalf of such person) may, upon providing documentary evidence of beneficial ownership of such shares and satisfying such other conditions as are provided under applicable law, may also so inspect the books and records of the Corporation.

Section 7.8. Effect of the Corporation’s Restriction on Transfer.

(a) A written restriction on the transfer or registration of transfer of shares of the Corporation or on the amount of shares of the Corporation that may be owned by any person or group of persons, if permitted by the DGCL and noted conspicuously on the certificate representing such shares or, in the case of uncertificated shares, contained in a notice, offering circular or prospectus sent by the Corporation to the registered owner of such shares within a reasonable time prior to or after the issuance or transfer of such shares, may be enforced against the holder of such shares or any successor or transferee of the holder including an executor, administrator, trustee, guardian or other fiduciary entrusted with like responsibility for the person or estate of the holder.

(b) A restriction imposed by the Corporation on the transfer or the registration of shares of the Corporation or on the amount of shares of the Corporation that may be owned by any person or group of persons, even if otherwise lawful, is ineffective against a person without actual knowledge of such restriction unless: (i) the shares are certificated and such restriction is noted conspicuously on the certificate; or (ii) the shares are uncertificated and such restriction was contained in a notice, offering circular or prospectus sent by the Corporation to the registered owner of such shares within a reasonable time prior to or after the issuance or transfer of such shares.

Section 7.9. Regulations. The Board shall have power and authority to make such additional rules and regulations, subject to any applicable requirement of law, as the Board may deem necessary and appropriate with respect to the issue, transfer or registration of transfer of shares of stock or certificates representing shares. The Board may appoint one or more transfer agents or registrars and may require for the validity thereof that certificates representing shares bear the signature of any transfer agent or registrar so appointed.

ARTICLE VIII

INDEMNIFICATION

Section 8.1. Right to Indemnification. To the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnify and hold harmless each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred by such Indemnitee in connection with such proceeding; provided, however, that, except as provided in Section 8.3 with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify an Indemnitee in connection with a proceeding (or part thereof) initiated by such Indemnitee only if such proceeding (or part thereof) was authorized by the Board.

Section 8.2. Right to Reimbursement and Advancement of Expenses. The Corporation shall, from time to time, reimburse or advance to any director or officer or other person entitled to indemnification under this Article 10, the funds necessary for payment of expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by such person in defending or testifying in a civil, criminal, administrative or investigative action, suit or proceeding; provided, however, that the Corporation may pay such expenses in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined by final judicial decision that such director or officer is not entitled to be indemnified by the Corporation against such expenses as authorized by this Article 8, and the Corporation may enter into agreements with such persons for the purpose of providing for such advances.

Section 8.3. Right of Indemnitee to Bring Suit. If a claim under Section 8.1 or Section 8.2 is not paid in full by the Corporation within 60 days after a written claim therefor has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall also be entitled to be paid the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by an Indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (b) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that, the Indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including a determination by its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, shall be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VIII or otherwise shall be on the Corporation.

Section 8.4. Non-Exclusivity of Rights. The rights provided to any Indemnitee pursuant to this Article VIII shall not be exclusive of any other right, which such Indemnitee may have or hereafter acquire under applicable law, the Certificate of Incorporation, these Bylaws, an agreement, a vote of stockholders or disinterested directors, or otherwise.

Section 8.5. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and/or any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

Section 8.6. Indemnification of Other Persons. This Article VIII shall not limit the right of the Corporation to the extent and in the manner authorized or permitted by law to indemnify and to advance expenses to persons other than Indemnitees. Without limiting the foregoing, the Corporation may, to the extent authorized from time to time by the Board, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation and to any other person who is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, to the fullest extent of the provisions of this Article VIII with respect to the indemnification and advancement of expenses of Indemnitees under this Article VIII.

Section 8.7. Amendments. Any repeal or amendment of this Article VIII by the Board or the stockholders of the Corporation or by changes in applicable law, or the adoption of any other provision of these Bylaws inconsistent with this Article VIII, will, to the extent permitted by applicable law, be prospective only (except to the extent such amendment or change in applicable law permits the Corporation to provide broader indemnification rights to Indemnitees on a retroactive basis than permitted prior thereto), and will not in any way diminish or adversely affect any right or protection existing hereunder in respect of any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision; provided however, that amendments or repeals of this Article VIII shall require the affirmative vote of the stockholders holding at least 66.7% of the voting power of all outstanding shares of capital stock of the Corporation.

Section 8.8. Certain Definitions. For purposes of this Article VIII, (a) references to “other enterprise” shall include any employee benefit plan; (b) references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; (c) references to “serving at the request of the Corporation” shall include any service that imposes duties on, or involves services by, a person with respect to any employee benefit plan, its participants, or beneficiaries; and (d) a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interest of the Corporation” for purposes of Section 145 of the DGCL.

Section 8.9. Contract Rights. The rights provided to Indemnitees pursuant to this Article VIII shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a director, officer, agent or employee and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators.

Section 8.10. Severability. If any provision or provisions of this Article VIII shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Article VIII shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Article VIII (including, without limitation, each such portion of this Article VIII containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

Section 8.11. Non-Exclusive Rights. The rights to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, this Article 8 shall not be deemed exclusive of any other rights to which a person seeking indemnification or reimbursement or advancement of expenses may have or hereafter be entitled under any statute, the Amended and Restated Certificate of Incorporation, these Bylaws, any agreement, any vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

Section 8.12. Survival. The rights to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, this Article 8 shall continue as to a person who has ceased to be a director or officer (or other person indemnified hereunder) and shall inure to the benefit of the executors, administrators, legatees and distributees of such person.

Section 8.13. Enforceability. The rights to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, this Article 8 shall be enforceable by any person entitled to such indemnification or reimbursement or advancement of expenses in any court of competent jurisdiction. The burden of proving that such indemnification or reimbursement or advancement of expenses is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, its independent legal counsel and its stockholders) to have made a determination prior to the commencement of such action that such indemnification or reimbursement or advancement of expenses is proper in the circumstances nor an actual determination by the Corporation (including its Board of Directors, its independent legal counsel and its stockholders) that such person is not entitled to such indemnification or reimbursement or advancement of expenses shall constitute a defense to the action or create a presumption that such person is not so entitled. Such a person shall also be indemnified for any expenses incurred in connection with successfully establishing his or her right to such indemnification or reimbursement or advancement of expenses, in whole or in part, in any such proceeding.

Section 8.14. Persons Covered. Any director or officer of the Corporation serving in any capacity for (a) another corporation of which a majority of the shares entitled to vote in the election of its directors is held, directly or indirectly, by the Corporation or (b) any employee benefit plan of the Corporation or any corporation referred to in clause (a), shall be deemed to be doing so at the request of the Corporation.

Section 8.15. Applicable Law. Any person entitled to be indemnified or to reimbursement or advancement of expenses as a matter of right pursuant to this Article 8 may elect to have the right to indemnification or reimbursement or advancement of expenses interpreted on the basis of the applicable law in effect at the time of the occurrence of the event or events giving rise to the applicable action, suit or proceeding, to the extent permitted by law, or on the basis of the applicable law in effect at the time such indemnification or reimbursement or advancement of expenses is sought. Such election shall be made, by providing notice in writing to the Corporation, at the time indemnification or reimbursement or advancement of expenses is sought; provided, however, that if no such notice is given, the right to indemnification or reimbursement or advancement of expenses shall be determined by the law in effect at the time indemnification or reimbursement or advancement of expenses is sought.

Section 8.16. Contested Director Indemnification. Notwithstanding anything to the contrary contained in these Bylaws, a director who was elected in any Contested Election who is not a continuing director shall not be entitled to any indemnification or advancement of expenses unless and until a majority of the continuing directors vote that the indemnification provisions set forth in the Certificate of Incorporation shall apply to such newly elected director.

ARTICLE IX

MISCELLANEOUS

Section 9.1. Place of Meetings. If the place of any meeting of stockholders, the Board or committee of the Board for which notice is required under these Bylaws is not designated in the notice of such meeting, such meeting shall be held at the principal business office of the Corporation; provided, however, if the Board has, in its sole discretion, determined that a meeting shall not be held at any place, but instead shall be held by means of remote communication pursuant to Section 9.5 hereof, then such meeting shall not be held at any place.

Section 9.2. Fixing Record Dates.

(a) In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the business day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the foregoing provisions of this Section 9.2(a) at the adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

Section 9.3. Means of Giving Notice.

(a) Notice to Directors. Whenever under applicable law, the Certificate of Incorporation or these Bylaws notice is required to be given to any director, such notice shall be given either (i) in writing and sent by mail, or by a nationally recognized delivery service, (ii) by means of facsimile telecommunication or other form of electronic transmission, or (iii) by oral notice given personally or by telephone. A notice to a director will be deemed given as follows: (i) if given by hand delivery, orally, or by telephone, when actually received by the director, (ii) if sent through the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, (iii) if sent for next day delivery by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, (iv) if sent by facsimile telecommunication, when sent to the facsimile transmission number for such director appearing on the records of the Corporation, (v) if sent by electronic mail, when sent to the electronic mail address for such director appearing on the records of the Corporation, or (vi) if sent by any other form of electronic transmission, when sent to the address, location or number (as applicable) for such director appearing on the records of the Corporation.

(b) Notice to Stockholders. Whenever under applicable law, the Certificate of Incorporation or these Bylaws notice is required to be given to any stockholder, such notice may be given (i) in writing and sent either by hand delivery, through the United States mail, or by a nationally recognized overnight delivery service for next day delivery, or (ii) by means of a form of electronic transmission consented to by the stockholder, to the extent permitted by, and subject to the conditions set forth in Section 232 of the DGCL. A notice to a stockholder shall be deemed given as follows: (i) if given by hand delivery, when actually received by the stockholder, (ii) if sent through the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the stockholder at the stockholder’s address appearing on the stock ledger of the Corporation, (iii) if sent for next day delivery by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon prepaid, addressed to the stockholder at the stockholder’s address appearing on the stock ledger of the Corporation, and (iv) if given by a form of electronic transmission consented to by the stockholder to whom the notice is given and otherwise meeting the requirements set forth above, (A) if by facsimile transmission, when directed to a number at which the stockholder has consented to receive notice, (B) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice, (C) if by a posting on an electronic network together with separate notice to the stockholder of such specified posting, upon the later of (1) such posting and (2) the giving of such separate notice, and (D) if by any other form of electronic transmission, when directed to the stockholder. A stockholder may revoke such stockholder’s consent to receiving notice by means of electronic communication by giving written notice of such revocation to the Corporation. Any such consent shall be deemed revoked if (1) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent and (2) such inability becomes known to the Secretary or an Assistant Secretary or to the Corporation’s transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

(c) Electronic Transmission. “Electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process, including but not limited to transmission by telex, facsimile telecommunication, electronic mail, telegram and cablegram.

(d) Notice to Stockholders Sharing Same Address. Without limiting the manner by which notice otherwise may be given effectively by the Corporation to stockholders, any notice to stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation or these Bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. A stockholder may revoke such stockholder’s consent by delivering written notice of such revocation to the Corporation. Any stockholder who fails to object in writing to the Corporation within 60 days of having been given written notice by the Corporation of its intention to send such a single written notice shall be deemed to have consented to receiving such single written notice.

(e) Exceptions to Notice Requirements. Whenever notice is required to be given, under the DGCL, the Certificate of Incorporation or these Bylaws, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting that shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the Corporation is such as to require the filing of a certificate with the Secretary of State of Delaware, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

Whenever notice is required to be given by the Corporation, under any provision of the DGCL, the Certificate of Incorporation or these Bylaws, to any stockholder to whom (1) notice of two consecutive annual meetings of stockholders and all notices of stockholder meetings or of the taking of action by written consent of stockholders without a meeting to such stockholder during the period between such two consecutive annual meetings, or (2) all, and at least two payments (if sent by first-class mail) of dividends or interest on securities during a 12-month period, have been mailed addressed to such stockholder at such stockholder’s address as shown on the records of the Corporation and have been returned undeliverable, the giving of such notice to such stockholder shall not be required. Any action or meeting that shall be taken or held without notice to such stockholder shall have the same force and effect as if such notice had been duly given. If any such stockholder shall deliver to the Corporation a written notice setting forth such stockholder’s then current address, the requirement that notice be given to such stockholder shall be reinstated. In the event that the action taken by the Corporation is such as to require the filing of a certificate with the Secretary of State of Delaware, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to Section 230(b) of the DGCL. The exception in subsection (1) of the first sentence of this paragraph to the requirement that notice be given shall not be applicable to any notice returned as undeliverable if the notice was given by electronic transmission.

Section 9.4. Waiver of Notice. Whenever any notice is required to be given under applicable law, the Certificate of Incorporation, or these Bylaws, a written waiver of such notice, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such required notice. All such waivers shall be kept with the books of the Corporation. Attendance at a meeting shall constitute a waiver of notice of such meeting, except where a person attends for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.

Section 9.5. Meeting Attendance via Remote Communication Equipment.

(a) Stockholder Meetings. If authorized by the Board in its sole discretion, and subject to such guidelines and procedures as the Board may adopt, stockholders entitled to vote at such meeting and proxy holders not physically present at a meeting of stockholders may, by means of remote communication:

(i) participate in a meeting of stockholders; and

(ii) be deemed present in person and vote at a meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (A) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxy holder, (B) the Corporation shall implement reasonable measures to provide such stockholders and proxy holders a reasonable opportunity to participate in the meeting and, if entitled to vote, to vote on matters submitted to the applicable stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (C) if any stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of such votes or other action shall be maintained by the Corporation.

(b) Board Meetings. Unless otherwise restricted by applicable law, the Certificate of Incorporation or these Bylaws, members of the Board or any committee thereof may participate in a meeting of the Board or any committee thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Such participation in a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.

Section 9.6. Dividends. The Board may from time to time declare, and the Corporation may pay, dividends (payable in cash, property or shares of the Corporation’s capital stock) on the Corporation’s outstanding shares of capital stock, subject to applicable law and the Certificate of Incorporation.

Section 9.7. Reserves. The Board may set apart out of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve.

Section 9.8. Contracts and Negotiable Instruments. Except as otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, any contract, bond, deed, lease, mortgage or other instrument may be executed and delivered in the name and on behalf of the Corporation by such officer or officers or other employee or employees of the Corporation as the Board may from time to time authorize. Such authority may be general or confined to specific instances as the Board may determine. The Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or any Vice President may execute and deliver any contract, bond, deed, lease, mortgage or other instrument in the name and on behalf of the Corporation. Subject to any restrictions imposed by the Board, the Chairman of the Board Chief Executive Officer, President, the Chief Financial Officer, the Treasurer or any Vice President may delegate powers to execute and deliver any contract, bond, deed, lease, mortgage or other instrument in the name and on behalf of the Corporation to other officers or employees of the Corporation under such person’s supervision and authority, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

Section 9.9. Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board.

Section 9.10. Seal. The Board may adopt a corporate seal, which shall be in such form as the Board determines. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or otherwise reproduced.

Section 9.11. Books and Records. The books and records of the Corporation may be kept within or outside the State of Delaware at such place or places as may from time to time be designated by the Board.

Section 9.12. Resignation. Any director, committee member or officer may resign by giving notice thereof in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary. The resignation shall take effect at the time it is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 9.13. Surety Bonds. Such officers, employees and agents of the Corporation (if any) as the Chairman of the Board, Chief Executive Officer, President or the Board may direct, from time to time, shall be bonded for the faithful performance of their duties and for the restoration to the Corporation, in case of their death, resignation, retirement, disqualification or removal from office, of all books, papers, vouchers, money and other property of whatever kind in their possession or under their control belonging to the Corporation, in such amounts and by such surety companies as the Chairman of the Board, Chief Executive Officer, President or the Board may determine. The premiums on such bonds shall be paid by the Corporation and the bonds so furnished shall be in the custody of the Secretary.

Section 9.14. Securities of Other Corporations. Powers of attorney, proxies, waivers of notice of meeting, consents in writing and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chairman of the Board, Chief Executive Officer, President, any Vice President or any officers authorized by the Board. Any such officer, may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities, or to consent in writing, in the name of the Corporation as such holder, to any action by such corporation, and at any such meeting or with respect to any such consent shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed. The Board may from time to time confer like powers upon any other person or persons.

Section 9.15. Amendments. The Board shall have the power to adopt, amend, alter or repeal the Bylaws. The affirmative vote of a majority of the Board shall be required to adopt, amend, alter or repeal the Bylaws. The Bylaws also may be adopted, amended, altered or repealed by the stockholders; provided, however, that in addition to any vote of the holders of any class or series of capital stock of the Corporation required by applicable law or the Certificate of Incorporation, the affirmative vote of the holders of at least a majority of the voting power (except as otherwise provided in Section 8.7) of all outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to adopt, amend, alter or repeal the Bylaws.

Section 9.16. Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for any state law claims for (i) any derivative action or proceeding brought on behalf of the Corporation (other than derivative actions brought to enforce any duty or liability created by the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the rules and regulations promulgated thereunder), (ii) any action asserting a claim of breach of, or based on, a fiduciary duty owed by any current or former director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation or any current or former director, officer, or other employee or stockholder of the Corporation arising pursuant to any provision of the DGCL, the Certificate of Incorporation or these Bylaws, or (iv) any action asserting a claim against the Corporation governed by the internal affairs doctrine. Unless the Corporation consents in writing to the selection of an alternative forum, but only to the extent permitted by applicable law, the United States District Court for the District of Delaware shall be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, or any ancillary claims related thereto which are subject to the ancillary jurisdiction of the federal courts.

Exhibit 4.5

WARRANT ASSUMPTION AGREEMENT

THIS WARRANT ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of September 25, 2024, by among Acri Capital Acquisition Corporation, a Delaware corporation (“Company”), Acri Capital Merger Sub I Inc. a Delaware corporation and wholly-owned subsidiary of the Company (“PubCo”), and VStock Transfer, LLC, a California limited liability company (the “Warrant Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Warrant Agreement (as defined below).

W I T N E S S E T H:

WHEREAS, the Company and the Warrant Agent are parties to a certain Warrant Agreement, dated as of June 9, 2022 (the “Warrant Agreement”), pursuant to which Company issued warrants to purchase its shares of Class A common stock, par value $0.0001 per share (the “Warrants”);

WHEREAS, the Company entered into a Business Combination Agreement, dated as of February 18, 2024 (the “Business Combination Agreement”) with PubCo, Acri Capital Merger Sub II Inc., a Delaware corporation and a wholly-owned subsidiary of PubCo, the (“Merger Sub”), and certain other parties;

WHEREAS, pursuant to the Business Combination Agreement and subject to the terms and conditions therein, the Company will merge with and into PubCo (the “Reincorporation Merger”);

WHEREAS, pursuant to the Business Combination Agreement, at the effective time of the Reincorporation Merger, each Warrant outstanding immediately prior to the effective time of the Reincorporation Merger shall be automatically converted into one warrant issued by PubCo (“PubCo Warrants”), and all such converted Warrants shall thereupon cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. Each of the PubCo Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the Warrant Agreement, except that they shall represent the right to acquire common stock of PubCo, par value $0.0001 per share in lieu of shares of Class A common stock of the Company.

WHEREAS, Section 4.5 of the Warrant Agreement provides that, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding shares of Class A Common Stock) (a “Merger Event”), the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Class A common stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, that the Warrant holders would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event;

WHEREAS, pursuant to the Business Combination Agreement and the Warrant Agreement, PubCo desires to assume the obligations of the Company under the Warrant Agreement and the Warrants;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, PubCo, and the Warrant Agent covenant and agree for the benefit of the holders of Warrants as follows:

Article 1
EFFECT OF MERGER EVENT ON WARRANT TERMS

Section 1.01. Warrant Terms. In accordance with Section 4.5 of the Warrant Agreement, at the effective time of the Reincorporation Merger, each Warrant that is outstanding as of the effective time of the Reincorporation Merger shall be exercisable, subject and pursuant to the terms of the Warrant Agreement, for one share of ordinary shares of PubCo for $11.50 per share.

Article 2
PUBCO ASSUMPTION

Section 2.01. Assumption. PubCo hereby assumes the obligations of the Company under the Warrant Agreement and the Warrants.

Article 3
MISCELLANEOUS

Section 3.01. Amendment to Section 3.2. Section 3.2 of the Warrant Agreement shall be amended and restated in its entirety as followings:

“A Warrant may be exercised only during the period (a) commencing on September 26, 2024, and (b) terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after September 26, 2024, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.”

Section 3.02. Governing Law. The validity, interpretation, and performance of this Agreement shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.

Section 3.03. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Agreement as to the parties hereto and signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties have caused this Warrant Assumption Agreement to be duly executed as of the date first written above.

Acri Capital Acquisition Corporation
as Company

By:	/s/ “Joy” Yi Hua
	Name:	“Joy” Yi Hua
	Title:	Director

Acri Capital Merger Sub I Inc.
as PubCo

By:	/s/ “Joy” Yi Hua
	Name:	“Joy” Yi Hua
	Title:	Director

VStock Transfer, LLC
as Warrant Agent

By:	/s/ Jenny Chen
	Name:	Jenny Chen
	Title:	Compliance Officer

[Signature Page to Warrant Assumption Agreement]

Exhibit 10.16

EXECUTION VERSION

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

FOXX DEVELOPMENT INC.

CONVERTIBLE PROMISSORY NOTE

US$2,000,000

June 21, 2023 (“Issuance Date”)

FOR VALUE RECEIVED, FOXX DEVELOPMENT INC., a Texas corporation, with its registered address at 700 Lavaca St., Suite 1401, Austin, TX (the “Company”), promises to pay to New Bay Capital Limited, a Hong Kong registered entity, with a principal office at Rm 1305, 13/F Tower A New Mandarin Plaza 14 Science Museum Road, TST KLN, Hong Kong, or its successor or permitted assigns (“Investor” or “Holder”), in lawful money of the United States of America the principal sum of Two Million U.S. Dollars (US$2,000,000.00) (the “Principal Amount”), together with interest from the Issuance Date of this Convertible Promissory Note (this “Note”) as set forth below.

The following is a statement of the rights of Investor and the conditions to which this Note is subject, and to which Investor, by the acceptance of this Note, agrees:

1. Payments.

(a) Interest. Subject to Section 3, for the period commencing on the Issuance Date of this Note and until the Interest Payment Date, interest shall accrue on the outstanding unconverted and unpaid Principal Amount at 7.00% per annum and shall be compounded annually. “Interest Payment Date” means the first to occur of (i) the Maturity Date, and (ii) the date of any conversion of this Note in full pursuant to the terms hereof, and (iii) the date of any other repayment or redemption of this Note in full in accordance with the terms hereof. Interest with respect to any partial year shall be computed on the basis of a 360-day year comprised of 30-day months (or in the case of a partial month, the actual number of days elapsed therein).

(b) Payment Schedule. Subject to the rights of Investor in Section 3, unless otherwise converted, redeemed or repaid pursuant to the terms of this Note, the full outstanding and unpaid Principal Amount shall be repaid in full by the Company on the Maturity Date. Any accrued and unpaid interest on the Note is due and payable by the Company in cash on the Interest Payment Date.

(d) Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day, the same shall instead be due on the next succeeding day which is a Business Day, and interest shall accrue during such extension. Investor shall notify the Company in writing no less than five (5) Business Days prior to any scheduled or agreed payment under this Note of the details of the account of Investor to which such payment shall be made, though the failure to provide such information on a timely basis will not relieve the Company’s obligation to make such payment under this Note (to the extent such obligation remains outstanding) promptly upon receipt of such information.

2. Events of Default. The occurrence of any of the following shall constitute an “Event of Default” under this Note:

(a) Failure to Pay. The Company shall fail to pay to the Investor when due any Principal Amount, any interest payment or other cash payment required under this Note (if any), and such failure shall not have been cured within three (3) days after the due date;

(b) Breaches of Covenants. The Company shall fail to observe or perform in any material respect any of the covenants, obligations, conditions or agreements contained in Sections 4, 5, 8(a), 8(c) and 8(d) of this Note and such failure shall continue for thirty (30) days after the Company’s receipt of written notice from the Investor of such failure;

(c) Voluntary Bankruptcy or Insolvency Proceedings. The Company, or any of its Significant Subsidiaries, or any group of subsidiaries of the Company that together would constitute a Significant Subsidiary, shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or substantially all of its property, (ii) admit in writing its inability to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its creditors, (iv) be dissolved or liquidated, or (v) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other bankruptcy proceeding commenced against it, in the case of each of (i) through (v), other than in connection with a solvent dissolution, liquidation, reorganization or similar corporate proceedings; or

(d) Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company or any of its Significant Subsidiaries or any group of subsidiaries that together would constitute a Significant Subsidiary or of all or substantially all of the Company’s property, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company, any of its Significant Subsidiaries or any group of subsidiaries that together would constitute a Significant Subsidiary or its or their debts under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be stayed, dismissed or discharged within sixty (60) days of commencement.

3. Rights of Investor upon an Event of Default.

(a) Upon the occurrence of any Event of Default (other than an Event of Default described in Sections 2(c) or 2(d)) and at any time thereafter during the continuance of such Event of Default, Investor may, by written notice to the Company, declare all outstanding and unconverted and unpaid Principal Amount and accrued and unpaid interest payable by the Company hereunder to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein to the contrary notwithstanding. Upon the occurrence of any Event of Default described in Sections 2(c) or 2(d), immediately and without notice, all outstanding and unconverted and unpaid Principal Amount and accrued and unpaid interest payable by the Company hereunder shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein to the contrary notwithstanding.

(b) In the case of an Event of Default under Section 2(a), during the period when such Event of Default is continuing and not cured, in lieu of (and not in addition to) the interest rate described in Section 1(a), interest shall accrue at 14% per annum on any such undisputed Principal Amount or interest (or portion thereof) that remains overdue.

(c) Upon the occurrence and during the continuance of any Event of Default, Investor may also exercise any other right, power or remedy granted to it by law, either by suit in equity or by action at law, or both.

4. Conversion.

(a) Automatic Conversion. All outstanding Notes shall be converted automatically into the number of fully paid and non-assessable shares (the “Conversion Shares”) of the Company’s share of common stock, par value US$ per share (the “Common Shares”) without any action by the Holders and whether or not the document representing such Notes are surrendered to the Company or its transfer agent, upon the commencement of trading on The Nasdaq Stock Market or the New York Stock Exchange of the Company’s securities to be issued in an initial public offering (“IPO”) at a price of $30.00 per share (the “Conversion Price”), provided that if the IPO is consummated by a holding company or an affiliated entity of the Company, the Conversation Shares shall be equivalent common shares of such listing entity at the same Conversion Price. The Conversion Price may be adjusted after the Issuance Date and prior to the initial closing of the IPO in accordance with Exhibit B. As soon as practicable after the occurrence of an automatic conversion, the Company shall send a written notice substantially in the form attached hereto as Exhibit A (the “Conversion Notice”) to all Holders notifying them to surrender the original form of the Note (or an affidavit of loss mutilation or destruction, together with an undertaking to provide customary indemnification to the Company in respect thereof ) to the Company in exchange a certificate or certificates for the number of full shares of Conversion Shares issuable upon the conversion of Notes pursuant to this Section 4.

(b) Conversion Procedure.

(i)

In connection with any conversion pursuant to Section 4(a), as soon as reasonably practicable following the receipt of a Conversion Notice, Investor shall surrender to the Company this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby Investor agrees to indemnify the Company from any loss incurred by it in connection with such loss or destruction of this Note).

(ii)

Promptly following such surrender of the Note to the Company, (A) the Company shall update its transfer agent to record the number of Conversion Shares to which Investor shall be entitled upon such conversion, issued as fully paid to Investor and deliver to Investor a certified true copy of such updated shareholder list, (B) the Company shall issue and deliver to Investor a certificate or certificates for the Conversion Shares, and a check payable to Investor for any cash amounts payable as described in Section 4(c)(iii).

(iii)

No fractional shares or securities shall be issued upon conversion of this Note. In lieu of the Company issuing any fractional shares to Investor upon the conversion of this Note, the Company shall pay to Investor an amount equal to the product obtained by multiplying the applicable Conversion Price in such conversion, by the fraction of a share or such other security not issued pursuant to the previous sentence.

(c) Reservation of Shares Issuable Upon Conversion. Following the issuance but no later than 11-month anniversary of the Note, the Company shall use its best efforts to increase its authorized capital or effectuate a reverse stock split of its issued and outstanding Common Shares to reserve and keep available out of its authorized but unissued Common Shares solely for the purpose of effecting the conversion of this Note such number of Common Shares as shall from time to time be sufficient to effect the conversion of the Note; and if at any time the number of authorized but unissued Common Shares shall not be sufficient to effect the conversion of the entire outstanding Principal Amount of this Note, without limitation of such other remedies as shall be available to the holder of this Note, Company will use its reasonable best efforts to take such corporate action as may, in the opinion of counsel, be necessary to increase its authorized but unissued Common Shares to such number of shares as shall be sufficient for such purposes.

(d) Whenever the Conversion Price is adjusted as herein provided, the Company shall promptly prepare a notice of such adjustment of the Conversion Price setting forth the adjusted Conversion Price, the manner of calculation of such adjusted Conversion Price and the date on which such adjustment becomes effective, and shall promptly send such notice to the Investor.

5. Discharge of Obligations. Upon the earlier of (i) the full conversion of this Note and the Company’s delivery of the required consideration, if any, in respect thereof pursuant to Section 4 and (ii) the full repayment or redemption of the outstanding and unpaid Principal Amount and any then-accrued and unpaid interest under this Note in accordance with the terms of this Note, the Company shall be forever released from all its obligations and liabilities under this Note and this Note shall be deemed of no further force or effect, without any further action of any party, whether or not the original of this Note has been delivered to the Company for cancellation.

6. “Lock-Up” Aereetnen. Investor hereby agrees to enter into a lock-up agreement under which Investor agrees not to sell or otherwise transfer or dispose of the Note and the Conversion Shares during six-month period commencing on the dale of the commencement of trading on The Nasdaq Stock Market or the New York Stock Exchange of the Company’s shares in connection with the IPO.

7. Protective Provisions.

(a) Information. The Company will deliver to Investor the documents and information set out in the Securities Purchase Agreement dated June 2023 between the Company and the Investor (the “Securities Purchase Agreement”), and the Investor shall be entitled to the same information rights set out in Securities Purchase Agreement, subject to the same terms, conditions, restrictions and exceptions as set out in the Securities Purchase Agreement.

(b) Stay. Extension and Usury Laws. The Company covenants (to the extent it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law that would prohibit or forgive the Company from paying all or any portion of the principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of this Note; and the Company (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Investor, but will suffer and permit the execution of every such power as though no such law had been enacted.

(c) Comorate Existence; Assumption of Ohlgtions by Successor Company. During the term of this Note, the Company shall (i) do or cause to he done all things reasonably necessary to preserve and keep in full force and effect its corporate existence, or (ii) make adequate provisions such that the resulting, surviving or transferee Person (the “Successor Company’), if not the Company, shall expressly assume, by a duly executed amendment delivered to the Investor and reasonably satisfactory in form to the Investor, all of the obligations of the Company under this Note, and upon such assumption, such Successor Company shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause the Note to be signed and reissued in its own name, with such changes in phraseology and form (hut not in substance) as may he appropriate. The Note as so re-issued shall in all respects have the same benefit as though it had been issued at the date of the execution hereof. In the event of any such Reorganization or election relating to a Change of Control to which the foregoing clause (ii) is applicable, upon compliance with the foregoing clause (ii) the Person named as the “Company” in the first paragraph of this Note (or any successor that shall thereafter have become such in the manner prescribed in this Section) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of this Note and from its obligations under this Note.

(d) Notice to Investor Prior to Certain Actions. In case of: (x) any action by the Company that would require an adjustment to the Conversion Price pursuant to the terms hereof; (y) a Change of Control or Reorganization; or (z) voluntary or involuntary dissolution, liquidation or winding up of the Company, then, in each case (unless notice of such event is otherwise required pursuant to another provision of this Note) and to the extent applicable, the Company shall send to the Investor, a notice staling the date on which a record is to be taken for the purpose of such action by the Company or, if a record is not to be taken, the date as of which the holders of Common Shares of record are to be determined for the purposes of such action by the Company no later than the earlier of (1) the date notice of such date is required to be provided under applicable law or applicable rules of any stock exchange the Common Shares are listed on at such time and (2) such date is publicly announced by the Company. In addition, the Company shall notify the Investor of any IPO Commencement Date within two (2) Business Days of such date.

(e) Termination. The provisions of Sections 7(a), 7(b) and 7(e) shall terminate and be of no further force and effect upon the closing of an IPO.

8. Representations and Warranties of the Company.

The Company hereby represents and warrants to the Investor as of the Issuance Date as follows:

(a) Organization and Qualification. The Company is a company duly organized and validly existing under the laws of Texas. The Company has the requisite corporate power to carry on its business as now conducted.

(b) Capitalization. The Company has provided to Investor the fully-diluted capitalization of the Company containing a list of all outstanding shareholders of the Company as of the Issuance Date and immediately following the issuance of this Note (the “Capitalization Tables”). Except as set forth in the Capitalization Tables or in the Transaction Documents, there are no outstanding preemptive rights, options, warrants, notes, conversion privileges or rights (including but not limited to rights of first refusal or similar rights), orally or in writing, to purchase or acquire any securities from the Company including, without limitation, any Common Shares, or any securities convertible into or exchangeable or exercisable for Common Shares.

(c) Authorization. All corporate action on the part of the Company, its directors and its shareholders necessary for the authorization of this Note and the delivery and performance of all obligations of the Company hereunder, including the reservation of the Common Shares issuable upon conversion of the Notes has been taken or will be taken prior to the issuance of such Conversion Shares. This Note constitutes a valid and binding obligation of the Company enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally, general equitable principles and federal and state securities laws. The Conversion Shares, when issued in compliance with the provisions hereof will be validly issued, fully paid and non-assessable and free of any liens or encumbrances.

(d) Governmental Consents. All material consents, approvals, orders, or authorizations of, or registrations, qualifications, designations, declarations, or filings with, any governmental authority, required on the part of the Company in connection with the issuance of this Note and the Conversion Shares or the consummation of any other transaction contemplated hereby have been obtained or will be effective at such time as required by applicable law.

(e) Compliance with Other Instruments. Other than authorizations, approvals, consents and waivers that have been obtained prior to the Issuance Date, the issuance of this Note and the Conversion Shares will not (i) result in any violation of or be in conflict with, or constitute, with or without the passage of time and giving of notice, a default under, any provision, instrument, judgment, decree, order or writ binding on the Company, (ii) result in the creation of any lien, charge or encumbrance upon any assets of the Company, or (iii) result in the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license, authorization or approval required by the Company, its business or operations or any of its assets or properties, in the case of each of (i) through (iii), except as would not materially and adversely affect the rights of the Investor or the Company’s ability to perform its obligations hereunder. The issuance of this Note and the subsequent issuance of the Conversion Shares (if any) are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

(f) Compliance with Law. Each of the Company and its subsidiaries have conducted its business in accordance with applicable laws and regulations in all material respects, including (a) the U.S. Foreign Corrupt Practices Act of 1977, any rules or regulations under this law, or any other applicable anti-corruption or anti-kickback law or regulation and (b) the economic sanctions administered by the U.S. Office of Foreign Assets Control.

9. Representations and Warranties of the Investor.

The Investor hereby represents and warrants to the Company as of the Issuance Date as follows:

(a) Organization and Qualification. The Investor is a company duly organized and validly existing under the laws of its jurisdiction of incorporation. The Investor has the requisite corporate power to carry on its business as now conducted.

(b) Authorization. All corporate action on the part of the Investor, its directors and its shareholders necessary for the authorization of this Note and the delivery and performance of all obligations of the Investor hereunder has been taken. This Note constitutes a valid and binding obligation of the Investor enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and general equitable principles.

(c) Governmental Consents. All material consents, approvals, orders, or authorizations of, or registrations, qualifications, designations, declarations, or filings with, any governmental authority, required on the part of the Investor in connection with the issuance, execution and performance of this Note or the consummation of any other transaction contemplated hereby have been obtained or will be effective at such time as required by applicable law.

(d) Compliance with Other Instruments. The Investors’ execution and delivery of this Note and the performance by the Investors of its obligations hereunder will not (i) result in any violation of or be in conflict with, or constitute, with or without the passage of time and giving of notice, a default under, any provision, instrument, judgment, decree, order or writ binding on the Investor or its Affiliates, (ii) result in the creation of any lien, charge or encumbrance upon any assets of the Investor or its Affiliates, or (iii) result in the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license, authorization or approval required by the Investor, its Affiliates and their business or operations or any of their assets or properties, in the case of each of (i) through (iii), except as would not materially and adversely affect the rights of the Company or the Investor’s ability to perform its obligations hereunder.

(e) Investieation: Economic Risk. The Investor is able to fend for itself in the transactions contemplated by this Note and has the ability to bear the economic risks of its investment in this Note and the Conversion Shares.

(f) Purchase for Own Account. The Investor is, or will be, acquiring this Note and the Conversion Shares for its own account, not as a nominee or agent, and not with a view to or in connection with the sale or distribution of any part thereof. By executing this Note, the Investor further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or any third person, with respect to any such securities, assets or property.

(g) Investment Experience. The Investor has experience in evaluating and investing in transactions of securities in companies and has such knowledge and experience in financial and business matters.

10. Definitions. Except as set forth below, capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Securities Purchase Agreement (as defined below).

“Affiliate” shall mean, in respect of a Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person.

“Business Day” shall mean a day (other than Saturdays, Sundays or statutory holidays) on which banks generally are open to the public for business in Taiwan and the United States of America.

“Control” shall mean, with respect to any Person, having the ability to direct the management and affairs of such Person, whether through the ownership of voting securities or by contract, and such ability shall also be deemed to exist when any Person or “group” (as that term is used in Sections 13(d) and 14(d) of the United States Securities Exchange Act of 1934, as amended) attains a level of ownership of more than 50% of the voting securities on a fully- diluted and as-converted basis, or the economic rights and benefits, of such Person; and “Controlled” shall be construed accordingly.

“Change of Control” shall mean (i) any merger or consolidation, scheme of arrangement or other similar transaction (including, without limitation, an acquisition of the Company by way of a share acquisition), of the Company or any of its subsidiaries with or into another entity outside the Group, where such merger or consolidation, scheme of arrangement or other similar transaction (including, without limitation, an acquisition of the Company by way of a share acquisition), results in a change of Control of the Company, (ii) the sale, license or lease of all or substantially all of the Company’s and its subsidiaries’ assets in one transaction or a series of related transactions, or (iii) the sale (or exclusive license) of all or substantially all of the Company’s intellectual property, provided that, for purposes of this Note, any internal restructuring of the Group, the IPO and any restructuring in connection with the IPO (each an “Internal Restructuring”) shall not be deemed a Change of Control.

“Group” shall mean, collectively, the Company, its subsidiaries and any other Person (excluding any natural person) Controlled by the Company.

“IPO Commencement Date” shall mean the date on which the Company first files publicly any preliminary registration statement, prospectus or other similar document with any applicable securities regulator or stock exchange in connection with an IPO.

“Maturity Date” shall mean the earlier of the 12th month anniversary of the Issuance Date and the date when the Company redeems this Note at its outstanding Principal Amount, provided that the Company has not consummated the IPO within 12 months of the Issuance Date; otherwise, the Maturity Date means the date of the initial closing of the 1PO of the Company.

“Person” shall mean any corporation, company, partnership, firm, limited liability company, other business organization, entity, government, state or agency of state or any joint venture, association, works council or employee representative body (whether or not having separate legal personality) and any individual.

“Reorganization” shall mean any capital reorganization, reclassification, recapitalization or statutory exchange of the shares of the Company in such a way that holders of Common Shares shall be entitled to receive shares, securities or assets in exchange for Common Shares (in each case other than an Internal Restructuring).

“Significant Subsidiary” shall mean any subsidiary of the Company that meets the definition of “significant subsidiary” in Article 1, Rule 1-02 of Regulation S-X under the United States Securities Exchange Act of 1934, as amended, as in effect on the date of this Note.

“Transaction Documents” shall mean, collectively, (i) the Company’s Memorandum and Articles of Association, each as may be amended or restated from time to time (the “Articles”), (ii) a securities purchase agreement among the Company and Investors dated June 21, 2023 (the “Securities Purchase Agreement”), and (iii) a lock-up agreement among the Company and Investors dated June 21, 2023.

11. Miscellaneous.

(a) Successors and Assigns. Subject to the restrictions on transfer described in this Section 11(a), the rights and obligations of the Company and Investor shall be binding upon and benefit the successors, permitted assigns, heirs, administrators and permitted transferees of the parties. Neither this Note nor any of the rights, interests or obligations hereunder may be assigned or transferred, by operation of law or otherwise, in whole or in part, by the Company or Investor without the prior written consent of the other party; provided that, (i) the Investor or any of its direct or indirect permitted transferees under this Section 11(a)(i) may assign its rights and interests (together with the related obligations) in connection with a transfer of this Note in whole or in part to an Affiliate of the Investor (provided that there shall be no more than four (4) transfers pursuant to this Section I 1(a)(i) in the aggregate) (each, a “Permitted Transfer”); provided, however, that (A) the Company is given a written notice at the time of each Permitted Transfer stating the name and address of the transferee and identifying the amount of the Note being transferred; and (B) any such transferee shall receive such rights and interests, subject to all the terms and conditions of this Note, including the provisions of this Section 11, and agree to abide by this Note by executing a joinder agreement substantially in the form of Exhibit C hereto, and (ii) for purposes of this Note, a Change of Control shall not be deemed to be an assignment or transfer and shall not be subject to this Section 11(a), and following such Change of Control, the rights and obligations of the Company shall be binding upon and benefit the successor of the Company or such other surviving or resulting entity of such Change of Control. Any permitted transferee of Investor shall be subject to all the terms and conditions of this Note and such transferee shall agree to abide by the terms of this Note by executing a joinder agreement substantially in the form of Exhibit C hereto. At any time that the Investor elects to transfer less than all of this Note in accordance with this Section 11, upon written notice to the Company, the Company will (x) issue a new note (consistent in all respects with this Note other than with respect to principal amount) to the transferee in the aggregate principal amount equal to such portion of this Note that the Investor requests to be transferred to the transferee and (y) will issue a new note (consistent in all respects with this Note other than with respect to principal amount) to the Investor in the aggregate principal amount equal to such portion of the Note not transferred to the transferee.

(b) Waiver and Amendment. This Note and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. Any provision of this Note may be amended and the observance of any term may be waived (either generally or in a particular instance and either retroactively or prospectively), with the consent of the Company and the holders of a majority in interest of the outstanding principal amount of the Notes. Investor. No delay or omission on the part of either party hereto in exercising any right hereunder shall operate as a waiver of such right or of any other right. A waiver on any one occasion shall not be construed as a bar to or waiver of any such right and/or remedy in any future occasion.

(c) Confidentiality and Disclosure of Terms. Each party hereto acknowledges that the terms and conditions of this Note, the Transaction Documents, and all exhibits, schedules, restatements and amendments hereto and thereto, including their existence and any negotiations in connection with them, shall be considered confidential information and shall not be disclosed by it to any third party except in accordance with the provisions set forth below.

(i)

Permitted Disclosures. The confidentiality obligations set out in this Section 11(c) do not apply to:

(A)

information which was in the public domain or otherwise known to the relevant party before it was furnished to it by the other party or, after it was furnished to that party, entered the public domain otherwise than as a result of (i) a breach by that party of this Section 11(c), or (ii) a breach of a confidentiality obligation by that party, where the breach was known to that party;

(B)

disclosure which is necessary in order to comply with any applicable law, the order of any competent court or authority, the requirements of a stock exchange, parliamentary body, governmental agency or to obtain tax or other clearances or consents from any relevant authority or in connection with responding to any request from any tax authority; or

(C)

disclosure by either party hereto to its Affiliates, and its and their employees, financial advisers, consultants, auditors, insurers and legal or other advisers and to their respective existing and potential investors.

(ii)

Announcements.

(A)

No party shall make or authorize the making of any announcement concerning the existence or subject matter of this Note unless the other party shall have given their prior consent to such announcement (such consent not to be unreasonably withheld or delayed).

(B)

Section 11(c)(ii)(A) shall not apply to:

(1)

any information which is required to be announced pursuant to any applicable laws or any requirement of any competent governmental or statutory authority or rules or regulations of any relevant regulatory, administrative or supervisory body (including without limitation, any relevant stock exchange or securities council); or

(2)

any information which is required to be announced pursuant to any legal process issued by any court or tribunal of competent jurisdiction.

(d) Applicable Law: Disputes. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action, any claim that it is not personally subject to the jurisdiction of any such court, that such Action is improper or is an inconvenient venue for such Action. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action to enforce any provisions of the Transaction Documents, the prevailing party in such Action shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action.

(e) WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY UNDER THIS AGREEMENT, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

(f) Notices. Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Note shall be in writing and shall be conclusively deemed to have been duly given: (a) when hand delivered to a party; (b) when sent by facsimile at the number set forth below, upon a successful transmission report being generated by the sender’s machine; (c) when sent by email at the time the email is sent (provided that a copy of the notice is sent by another method referred to in this Section 11(g) within one (1) Business Day of sending the email) or (d) three (3) Business Days after deposit with an internationally reputable delivery service provider, postage prepaid, provided that the sending party receives a confirmation of delivery from the delivery service provider.

To the Company:	Foxx Development Inc. 6689 Peachtree Industrial Blvd. STE. B Peachtree Corners, GA 30092 Telephone: 855-585-3699 Email: billjiang@foxxusa.com Attention: Tianliang Jiang

To Investor:	New Bay Capital Limited Rm 1305, 13/F Tower A New Mandarin Plaza 14 Science Museum Road TST KLN, Hong Kong Telephone: 011-86-13632999636 Attention: Shi Liu Email: Col i n.I i u @bayroadgroup.com

With copies (which will not constitute notice) to the following:	Robinson & Cole LLP Chrysler East Building 666 Third Avenue, 20^th Floor New York, New York 10017 Attention: Arila E. Zhou, Esq. Facsimile: 212-451-2999 Email: azhou@rc.com

(i)

A party may change or supplement the addresses and numbers given above, or designate additional addresses and numbers, for purposes of this Section 11(f) by giving the other parties written notice of the new address or number (as relevant) in the manner set forth above.

(g) Payment. Unless converted pursuant to the terms hereof, payment shall be made in lawful tender of the United States.

(h) Expenses. All costs and expenses incurred in connection with this Note shall be paid by the party incurring such cost or expense.

(i) Counterparts. This Note may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Note.

(Signature Page Follows)

IN WITNESS WHEREOF, the Company has executed and delivered this Note the date and year first above written.

	THE COMPANY:

	FOXX DEVELOPMENT INC., a Texas corporation

	By:	/s/ Tianliang Jiang
	Name:	Tianliang Jiang
	Title:	CEO

S-1

EXHIBIT A TO NOTES
CONVERSION NOTICE

Dear Noteholder,

We refer to the Convertible Promissory Note (the “Note”) dated June __, 2023 issued by the Foxx Development Inc. (the “Company”) to you. Capitalized terms used but not defined in this Conversion Notice shall have the meanings specified in the Note.

We hereby give you the Conversion Notice pursuant to Section 4 of the Note that this Note has been automatically converted into ____________shares of the Company’s common shares, par value US$0.01 per share (the “Common Shares”), at a price of $________¹per share on_________, 20 ___________.

Please kindly deliver the original form of this Note (or an affidavit of loss mutilation or destruction, together with an undertaking to provide customary indemnification to the Company in respect thereof) to:

Foxx Development Inc.

6689 Peachtree Industrial Blvd. STE. B

Peachtree Corners, GA 30092
Telephone: 855-585-3699
Email: billjiang@foxxusa.com

Attention: Tianliang Jiang

Yours faithfully,

Foxx Development Inc.

By:	/s/ Tianliang Jiang
Name:	Tianliang Jiang
Title:	CEO

The initial conversion price shall he equal to a 30% discount to the actual price per Common Share at the applicable initial public offering and at the commencement of trading on The Nasdaq Stock Market or the New York Stock Exchange of the Company’s securities to be issued in such offering.

A-1

EXHIBIT B TO NOTES

ADJUSTMENTS TO CONVERSION PRICE

1. In case the Company, at any time or from time to lime, shall subdivide its outstanding Common Shares into a greater number of shares (by any share split, share dividend or otherwise), the Conversion Price in effect immediately prior to such subdivision shall be proportionately reduced and, conversely, in case the Company, at any time or from time to time, shall combine its outstanding Common Shares into a smaller number of shares (by any reverse share split or otherwise), the Conversion Price in effect immediately prior to such combination shall be proportionately increased. In the case of any such subdivision, no further adjustment shall be made pursuant to Section 2 below by reason thereof.

2. lf, the Company, at any time or from time to time, shall effect any capital reorganization, reclassification, recapitalization or statutory exchange of Common Shares in such a way that holders of Common Shares shall be entitled to receive shares, securities or assets in exchange for Common Shares (in each case other than an Internal Restructuring) (a “Reorganization”), then, lawful and adequate provisions shall be made whereby the Investor shall thereupon have the right to receive, upon the basis and upon the terms and conditions specified herein and in lieu of the Common Shares immediately theretofore receivable upon the full conversion of any unpaid and unconverted Principal Amount then remaining outstanding, such shares, securities or assets as may be issued or payable in exchange for a number of outstanding Common Shares equal to the number of Common Shares immediately theretofore receivable for such full conversion of such unpaid and unconverted Principal Amount remaining outstanding had such Reorganization not taken place.

3. Prior to the IPO, except as provided in Section 4 below and except in the case of an event described in Sections 1 or 2 above, if the Company shall issue or sell, or is, in accordance with this Section 3, deemed to have issued or sold, any new Common Share for a consideration per share less than the Conversion Price in effect immediately prior to such issuance or sale (the “Pre-Adjustment Conversion Price”), then, upon such issuance or sale (or deemed issuance or sale), the Conversion Price shall be determined as follows:

NCP = OCP * (CS + (NP/OCP))/(CS + NS)

WHERE:

NCP = the new Conversion Price,

OCP = the Pre-Adjustment Conversion Price,

CS = the total outstanding Common Shares immediately before the issuance or sale of the new Common Shares plus the total Common Shares issuable upon conversion of all the outstanding preference shares and exercise of outstanding options and convertible securities,

NP = the total consideration received for the issuance or sale of the new Common Shares, and

NS = the number of new Common Shares issued or sold.

B-1

For purposes of this Section 3, the following shall also be applicable:

(i)

Issuance of Rights or Options. If the Company at any time or from time to time, shall in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Shares or any shares or security convertible into or exchangeable for Common Shares (such warrants, rights or options being called “Options” and such convertible or exchangeable shares or securities being called “Convertible Securities”), in each case for consideration per share (determined as provided in this paragraph and in Section 3(v) below) less than the Conversion Price then in effect, whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, then the total maximum number of Common Shares issuable upon the exercise of such Options, or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon exercise of such Options, shall be deemed to have been issued as of the date of granting of such Options, at a price per share equal to the amount determined by dividing (A) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (B) the total maximum number of Common Shares deemed to have been so issued. Except as otherwise provided in Section 3(iii) below, no adjustment of the Conversion Price shall be made upon the actual issuance of such Common Shares or of such Convertible Securities upon exercise of such Options or upon the actual issuance of such Common Shares upon conversion or exchange of such Convertible Securities.

(ii)

Issuance of Convertible Securities. If the Company at any time or from time to time, shall in any manner issue or sell any Convertible Securities for consideration per share (determined as provided in this paragraph and in Section 3(v) below) less than the Conversion Price then in effect, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, then the total maximum number of Common Shares issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued as of the date of the issuance or sale of such Convertible Securities, at a price per share equal to the amount determined by dividing (A) the total amount, if any, received or receivable by the Company as consideration for the issuance or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange ► hereof, by (B) the total maximum number of Common Shares deemed to have been so issued; provided, that (I) except as otherwise provided in Section 3(iii) below, no adjustment of the Conversion Price shall be made upon the actual issuance of such Common Shares upon conversion or exchange of such Convertible Securities and (2) if any such issuance or sale of such Convertible Securities is made upon exercise of any Options to purchase any such Convertible Securities, no further adjustment of the Conversion Price shall be made by reason of such issuance or sale.

B-2

(iii)

Change in Option Price or Conversion Rate. If, at any time or from time to time, there shall occur a change in (A) the maximum number of Common Shares issuable in connection with any Option referred to in Section 3(i) above or any Convertible Securities referred to in Section 3(i) or Section 3(ii) above, (B) the purchase price provided for in any Option referred to in Section 3(i) above, (C) the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in Section 3(i) or Section 3(ii) above or (D) the rate at which Convertible Securities referred to in Section 3(i) or Section 3(ii) above are convertible into or exchangeable for Common Shares (in each case, other than in connection with an event described in Section 4 below), then the Conversion Price in effect at the time of such event shall be readjusted to the relevant Conversion Price that would have been in effect at such time had such Options or Convertible Securities that are still outstanding provided for such changed maximum number of shares, purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold, but only if as a result of such adjustment the Conversion Price then in effect is thereby reduced; and on the termination of any such Option or any such right to convert or exchange such Convertible Securities, the Conversion Price then in effect hereunder shall be increased to the Conversion Price that would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination (i.e., to the extent that fewer than the number of Common Shares deemed to have been issued in connection with such Option or Convertible Securities were actually issued), never been issued or sold or been issued or sold at such higher price, as the case may be.

(iv)

Share Dividends. If the Company, at any time or from time to time, shall declare or make, or fix a record date for the determination of holders of Common Shares entitled to receive, a dividend or make any other distribution upon any shares of the Company payable in Common Shares, Options or Convertible Securities, any Common Shares, Options or Convertible Securities, as the case may be, issuable in payment of such dividend or distribution shall be deemed to have been issued or sold without consideration, the Conversion Price will be adjusted pursuant to this Section 3; provided, that no adjustment shall be made to the conversion price as a result of such dividend or distribution if the holders of the Note are entitled to, and do, receive such dividend or distribution in accordance with Article 42 of the Articles; and, provided, further, that if any adjustment is made to the Conversion Price as a result of the declaration of a dividend and such dividend is not effected, the Conversion Price shall be appropriately readjusted to the Conversion Price that would have been in effect had such dividend not been declared.

(v)

Consideration for Shares. If the Company, at any time or from time to time, shall issue or sell, or is deemed to have issued or sold, any Common Shares for cash, the consideration received therefor shall be deemed to be the amount received or to be received by the Company therefor (determined with respect to deemed issuances and sales in connection with Options and Convertible Securities in accordance with clause (A) of Section 3(i) or Section 3(ii) above, as appropriate) as determined in good faith by the board of directors of the Company. In case any Common Shares shall be issued or sold, or deemed issued or sold, for a consideration other than cash, the amount of the consideration other than cash received by the Company (the “Board”) shall be deemed to be the fair value of such consideration received or to be received by the Company (determined with respect to deemed issuances and sales in connection with Options and Convertible Securities in accordance with clause (A) of Section 3(i) or Section 3(ii) above, as appropriate) as determined in good faith by the Board and the holders of a majority of the Common Shares then outstanding. In case any Options shall be issued in connection with the issuance and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board and the holders of a majority of the Common Shares then outstanding.

B-3

(vi)

Record Date. If the Company, at any time or from time to time, shall take a record of the holders of its Common Shares for the purpose of entitling them (A) to receive a dividend or other distribution payable in Common Shares, Options or Convertible Securities or (B) to subscribe for or purchase Common Shares, Options or Convertible Securities, then such record date shall be deemed to be the date of the issuance or sale of the Common Shares deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the granting of such right of subscription or purchase, as the case may be.

(vii)

Treasury Shares. The number of Common Shares outstanding at any given time shall not include shares owned or held by or for the account of the Company; provided, that the disposition of any such shares shall be considered an issuance or sale of Common Shares for the purpose of this Section 3.

(viii)

Other Issuances or Sales. In calculating any adjustment to the Conversion Price pursuant to this Section 3: any Options or Convertible Securities that provide, as of the effective date of such adjustment, for the issuance upon exercise, conversion or exchange thereof of an indeterminable number of Common Shares shall (together with the Common Shares issuable upon exercise, conversion or exchange thereof) be disregarded; provided, that at such time as the number of Common Shares issuable upon exercise, conversion or exchange of such Options or Convertible Securities becomes determinable, the Conversion Price shall be adjusted as provided in Section 3(iii) above.

(ix)

Certain Issues or Transfer Excepted. Anything in this Note to the contrary notwithstanding, the Company shall not be required to make any adjustment of the Conversion Price in the case of the issuance or transfer of (i) Common Shares upon conversion of this Note; (ii) Common Shares or other awards to acquire Common Shares under any option plan or employee incentive plan of the Company and/or outside of such option plan or employee incentive plan as approved in accordance with the Articles, or (iii) any Common Shares issued by the Company in exchange for the assets or shares of another Person in connection with the acquisition of such Person by the Company, whether by merger, purchase of all or substantially all of the assets of such Person, or otherwise, which acquisition has been approved in accordance with the Articles.

Capitalized terms used in this Exhibit B but not defined herein have the meanings given to them in the Note.

B-4

EXHIBIT C TO NOTES

JOINDER AGREEMENT

This Joinder Agreement (“Joinder Agreement”) is executed by the undersigned (the “Transferee”) pursuant to the terms of that certain Convertible Promissory Note dated June __, 2023 (as may be amended, restated or otherwise modified form time to time, the “Note”), by and between Foxx Development Inc., a Texas corporation (the “Company”), and New Bay Capital Limited, a Hong Kong registered entity (“Investor”), and in consideration of the Note purchased by the Transferee and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Note. By the execution of this Joinder Agreement, the Transferee agrees as follows:

1. Acknowledgment. Transferee acknowledges that Transferee is acquiring __________in Principal Amount of the Note and the rights, interests and obligations thereunder from __________________(the “Transferor”), subject to the terms and conditions of the Note (the “Transfer”).

2. Agreement. Immediately upon the Transfer, Transferee (i) agrees that the Transferee shall be bound by and subject to the terms of the Note applicable to the Transferor, including those set forth in the Lock-Up Agreement, if applicable and in such case, to provide the Company with a copy of the Lock-Up Agreement signed by the Transferee at the time of such transfer, and (ii) hereby adopts the Note and shall have all of the rights and obligations of the “Investor” thereunder with the same force and effect as if Transferee were originally a party thereunder in the capacity of the Investor and agrees to duly and punctually perform and discharge all liabilities and obligations whatsoever from time to time to be performed or discharged by Transferee under or by virtue of the Note in all respects as if named as a party therein. The Transferee hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Note.

3. Notice. Any notice required or permitted by the Note shall be given to Transferee at the address listed beside Transferee’s signature below.

4. Joinder Agreement to be Construed in Conjunction with Agreement. This Joinder Agreement shall hereafter be read and construed in conjunction and as one document with the Note and references in the Note to “the Note” or “this Note”, and references in all other instruments and documents executed thereunder or pursuant to the Note, shall for all purposes refer to the Note incorporating and as supplemented by this Joinder Agreement. Except to the extent that it is expressly amended by this Joinder Agreement, the Note and all other documents or instruments executed pursuant to, or in connection with, the Note shall remain in full force and effect.

5. Governing Law. This Joinder Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without reference to its conflict of laws principles.

C-1

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.

Signature:	/s/ Tianliang Jiang

Date:	6/21/2023

C-2

CONVERSION NOTICE

Dear Holder,

We refer to the Convertible Promissory Note (the “Note”) dated June 21, 2023 issued by the Foxx Development Inc. (the “Company”) to you.

The Company has entered into a Business Combination Agreement (as amended from time to time, the “Business Combination Agreement”) with Acri Capital Acquisition Corporation (“ACAC”), Acri Capital Merger Sub I Inc. (“Purchaser”), and Acri Capital Merger Sub II Inc. (“Merger Sub”). Pursuant to the Business Combination Agreement, on the Effective Time (as defined in the Business Combination Agreement), by virtue of the Acquisition Merger (as defined in the Business Combination Agreement) and the Business Combination Agreement, and without any action on the part of ACAC, Purchaser, Merger Sub, the Company, or stockholders of the Company immediately prior to the Effective Time, each share of common stock of the Company, par value US$0.001 per share (“Company Common Stock”) issued and outstanding immediately prior to the Effective Time will be canceled and automatically converted into the right to receive, without interest, the applicable portion of the Closing Payment Stock as set forth in the Closing Consideration Spreadsheet (as defined in the Business Combination Agreement). “Closing Payment Stock” means 5,000,000 shares of common stock of the Purchaser, par value $0.0001 each (“Purchaser Common Stock”), which are equal or equivalent in value to the sum of $50,000,000 divided by $10.00 per share, among which, 500,000 shares in aggregate will be deposited to a segregated escrow account and to be released if and only if, prior to or upon one-year anniversary of the Business Combination Agreement, the U.S. Congress has approved the affordable connectivity program of no less than $4 billion; or otherwise be cancelled and forfeited without consideration. Upon and following the consummation of the Business Combination, Purchaser Common Stock will be traded publicly on the Nasdaq Stock Market. The closing of the Business Combination would have the same effect on the Note as if the Company had completed an IPO (as defined in the Note).

We hereby give you the Conversion Notice pursuant to Section 4 of the Note that this Note has been automatically converted into 66,667 shares of the Company Common Stock, at a price of $30.00 per share immediately prior to the Effective Time (the “Conversion”).

Upon the Conversion, we will issue 66,667 shares of Company Common Stock in book entry which will be counted into the issued and outstanding shares of the Company Common Stock at the Effective Time, which would be canceled and automatically converted into the right to receive, without interest, the applicable portion of the Closing Payment Stock as set forth in the Closing Consideration Spreadsheet pursuant to the Business Combination Agreement.

Please kindly deliver the original form of the Note (or an affidavit of loss mutilation or destruction, together with an undertaking to provide customary indemnification to the Company in respect thereof) to:

Foxx Development Inc.

15375 Barranca Parkway, Suite C106

Irvine, CA 92618

Telephone: 855-585-3699

Email: haitao.cui@foxxusa.com

Attention: Haitao Cui

Yours faithfully,

Foxx Development Inc.

/s/ Haitao Cui		02/17/2024
Name:	Haitao Cui
Title:	Chief Executive Officer

Conversion Authorization and Confirmation

To the Company,

As the Holder, I authorize, consent and agree that the Company shall automatically convert the Note pursuant to the Conversion Notice issued by the Company on 2/18/2024 without any further action taken by me.

Yours faithfully,

New Bay Capital Limited

/s/ Shi Liu
Name:	Shi Liu
Title:	Director

Interest Conversion Notice

Dear Holder,

We refer to the Convertible Promissory Note dated June 21, 2023 (the “Note I”) and the Convertible Promissory Note dated November 21, 2023 (the “Note II”) issued by the Foxx Development Inc. (the “Company”) to you.

On February 18, 2024, the Company entered into a Business Combination Agreement (as amended from time to time, the “Business Combination Agreement”) with Acri Capital Acquisition Corporation (“ACAC”), Acri Capital Merger Sub I Inc. (“Purchaser”), and Acri Capital Merger Sub II Inc. (“Merger Sub”). Pursuant to the Business Combination Agreement, on the Effective Time (as defined in the Business Combination Agreement), by virtue of the Acquisition Merger (as defined in the Business Combination Agreement) and the Business Combination Agreement, and without any action on the part of ACAC, Purchaser, Merger Sub, the Company, or stockholders of the Company immediately prior to the Effective Time, each share of common stock of the Company, par value US$0.001 per share (“Company Common Stock”) issued and outstanding immediately prior to the Effective Time will be canceled and automatically converted into the right to receive, without interest, the applicable portion of the Closing Payment Stock as set forth in the Closing Consideration Spreadsheet (as defined in the Business Combination Agreement). “Closing Payment Stock” means 5,000,000 shares of common stock of the Purchaser, par value $0.0001 each (“Purchaser Common Stock”), which are equal or equivalent in value to the sum of $50,000,000 divided by $10.00 per share, among which, 500,000 shares in aggregate will be deposited to a segregated escrow account and to be released if and only if, prior to or upon one-year anniversary of the Business Combination Agreement, the U.S. Congress has approved the affordable connectivity program of no less than $4 billion; or otherwise be cancelled and forfeited without consideration. Upon and following the consummation of the Business Combination (as defined in the Business Combination Agreement), Purchaser Common Stock will be traded publicly on the Nasdaq Stock Market. The closing of the Business Combination would have the same effect on Note I and Note II as if the Company had completed an IPO (as defined in the Note I and Note II).

On February 18, 2024, the Company issued a conversion notice pursuant to Section 4 of the Note I and Note II, respectively, each to convert principal amount under each of Note I and Note II into 66,667 shares Company Common Stock, at a price of $30.00 per share, immediately prior to the Effective Time (as defined in the Business Combination Agreement) (the “Conversion”).

Pursuant to Section 1 of Note I and Note II, interest shall accrue on the outstanding unconverted and unpaid principal amount at 7.00% per annum and shall be compounded annually (collectively, the “Accrued Interest”). Pursuant to an Amend to Convertible Note Agreement by and between the Company the Company and you dated March 15, 2024, the Company and you agreed to settle all Accrued Interest into shares of Company Common Stock upon the Conversion and waive the lock-up requirement as set forth in the Note I and Note II (the “Note Amendment”). As of September 26, 2024, the Effective Time, the Accrued Interest under the Note I and Note II will be $291,890.41, collectively.

We hereby give you the Conversion Notice pursuant to the Note Amendment that in addition to the Note Conversion, the Accrued Interest of $291,890.41 will be automatically converted into 9,730 shares of the Company Common Stock, at a price of $30.00 per share immediately prior to the Effective Time (the “Conversion”).

Upon the Conversion, we will issue 9,730 shares of Company Common Stock which will be counted into the issued and outstanding shares of the Company Common Stock at the Effective Time, which would be canceled and automatically converted into the right to receive, without interest, the applicable portion of the Closing Payment Stock as set forth in the Closing Consideration Spreadsheet pursuant to the Business Combination Agreement.

Please kindly deliver the original form of the Note I and Note II(or an affidavit of loss mutilation or destruction, together with an undertaking to provide customary indemnification to the Company in respect thereof) to:

Foxx Development Inc.

6689 Peachtree Industrial Blvd. STE. B

Peachtree Corners, GA 30092

Telephone: 855-585-3699

Email: billjiang@foxxusa.com

Attention: Tianliang Jiang

Yours faithfully,

Foxx Development Inc.

/s/ Haitao Cui
Name:	Haitao Cui
Title:	Chief Executive Officer

Date:	September 25, 2024

Conversion Authorization and Confirmation

To the Company,

As the Holder, I authorize, consent and agree that the Company shall automatically convert the total Accrued Interest under Convertible Promissory Note dated June 21, 2023 and the Convertible Promissory Note dated November 21, 2023 without any further action taken by me.

Yours faithfully,

New Bay Capital Limited

/s/ Shi Liu
Name:	Shi Liu
Title:	Director

Exhibit 10.17

EXECUTION VERSION

FOXX DEVELOPMENT INC.
SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 22, 2023, by and between Foxx Development Inc., a Texas corporation (the “Company”), and New Bay Capital Limited, a Hong Kong registered entity (the “Investor”).

WHEREAS, the Investor wishes to purchase from the Company, and the Company wishes to sell and issue to the Investor, upon the terms and conditions stated in this Agreement, in the principal amount of US$2,000,000 of Series A convertible promissory note (the “Note”) of the Company, convertible into common shares (collectively, the “Converted Shares”) of the Company, par value US$0.001 per share, at a price of US$30.00 per share at the time that the Company completes an IPO, with the rights and preferences set forth in the form of Series A Convertible Note (the “Form of Note”) attached hereto as Exhibit A, upon the terms and conditions set forth in this Agreement;

WHEREAS, the Note and the Converted Shares issued pursuant to this Agreement are together referred to herein as the “Securities”; and

WHEREAS, in connection with the Investor’ purchase of the Securities, the Investor will receive certain rights to participate in the proposed initial public offering of Company stock, and will be subject to certain restrictions on the transfer of the Securities, all as more fully set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual terms, conditions and other agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree to the sale and purchase of the Securities as set forth herein.

1. Definitions.

For purposes of this Agreement, the terms set forth below shall have the corresponding meanings provided below.

“1933 Act” means the Securities Act of 1933, as amended.

“1934 Act” means the Securities Exchange Act of 1934, as amended.

“Affiliate” shall mean, with respect to any specified Person, (i) if such Person is an individual, the spouse, heirs, executors, or legal representatives of such individual, or any trusts for the benefit of such individual or such individual’s spouse and/or lineal descendants, or (ii) otherwise, another Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Person specified. As used in this definition, “control” shall mean the possession, directly or indirectly, of the sole and unilateral power to cause the direction of the management and policies of a Person, whether through the ownership of voting securities or by contract or other written instrument.

“Blue Sky Application” is defined in Section 5.4(a) hereto.

“Business Day” shall mean any day on which banks located in New York, New York and Hong Kong are not required or authorized by law to remain closed.

“Closing” and “Closing Date” are defined in Section 2.2(c).

“Company’s knowledge” means the knowledge of that each of the executive officers, directors (as defined in Rule 405 under the 1933 Act) and each existing shareholder of the Company, and the knowledge that each such person would have reasonably obtained after making due and appropriate inquiry.

“Converted Shares” is defined in the recitals above.

“IPO” shall mean the initial public offering of securities of the Company pursuant to a registration statement filed in accordance with the requirements of the 1933 Act and the commencement of trading on the Nasdaq Stock Market or the New York Stock Exchange of the Company’s securities to be issued in such offering.

“Liens” means any mortgage, lien, title claim, assignment, encumbrance, security interest, adverse claim, contract of sale, restriction on use or transfer or other defect of title of any kind.

“Material Adverse Effect” means a material adverse effect on (i) the assets, liabilities, results of operations, condition (financial or otherwise), business, or prospects of the Company and its Subsidiaries taken as a whole, (ii) the ability of the Company to perform its obligations under the Transaction Documents, or (iii) the legality, validity or enforceability of any Transaction Documents.

“Note” is defined in the recitals above.

“Person” shall mean an individual, entity, corporation, partnership, association, limited liability company, limited liability partnership, joint-stock company, trust or unincorporated organization.

“Piggyback Registration” is defined in Section 5.1 hereto.

“Purchase Price” shall mean the principal amount of USD$2,000,000 of the Note.

“Registrable Securities” shall mean the Converted Shares; provided, however, that a security shall cease to be a Registrable Security upon (A) sale pursuant to a Registration Statement or Rule 144 or Regulation S under the 1933 Act, or (B) such security becoming eligible for sale by the Investor pursuant to Rule 144 or Regulation S without volume limitations.

“Registration Statement” shall mean any registration statement of the Company filed under the 1933 Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement.

“Regulation S” means Regulation S under the 1933 Act, as amended (or a successor rule).

“Rule 144” is defined in Section 6.1(a)(C) hereto.

“SEC” means the United States Securities and Exchange Commission.

“Securities” is defined in the recitals above.

“Subsequent Closing” and “Subsequent Closing Date” are defined in Section 2.2(b).

“Subsidiaries” shall mean any corporation or other entity or organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest or otherwise controls through contract or otherwise.

“Transaction Documents” shall mean this Agreement, the Form of Note and the exhibits, schedules, appendices and any other documents or agreements executed in connection with the transactions contemplated hereunder.

“Transfer” shall mean any sale, transfer, assignment, conveyance, charge, pledge, mortgage, encumbrance, hypothecation, security interest or other disposition, or to make or effect any of the above.

“Underwriter” is defined in Section 5.2 hereto.

“Underwriting Documents” shall mean an underwriting agreement in customary form and all other agreements and other documents reasonably requested by an underwriter in connection with an underwritten public offering of equity securities (including, without limitation, questionnaires, powers of attorney, indemnities, and custody agreements).

2. Sale and Purchase of Note.

2.1 Subscription for Note by Investor. Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined), the Investor shall purchase, and the Company shall sell and issue to the Investor, the Note, for the Purchase Price.

2.2 Closing. The closing (the “Closing”) shall occur at the offices of Robinson & Cole LLP, counsel to the Investor, at 666 Third Avenue, 20^th Floor, New York, New York, 10017, or remotely via the exchange of documents and signatures, on the date mutually agreed by the Company and the Investor (such date is referred as the “Closing Date”).

2.3 Closing Deliveries. At the Closing, the Company shall deliver to the Investor, against delivery by the Investor of the Purchase Price, duly issued Form of Note representing the Note. At the Closing, the Investor shall deliver or cause to be delivered to the Company the Purchase Price by paying United States dollars by wire transfer as set forth in Appendix A enclosed herein.

3. Representations, Warranties and Acknowledgments of the Investor.

The Investor severally and not jointly represents and warrants to the Company that:

3.1 Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which the Investor is a party have been duly authorized and will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

3.2 Purchase Entirely for Own Account. The Securities to be received by such Investor hereunder will be acquired for such Investor’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the 1933 Act, and such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the 1933 Act, without prejudice, however, to such Investor’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Securities for any period of time. Such Investor is not a broker-dealer registered with the SEC under the 1934 Act or an entity engaged in a business that would require it to be so registered.

3.3 Restricted Securities. Such Investor understands that the Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

3.4 Legends. It is understood that, except as provided below, Form of Note evidencing the Note and the certificates evidencing the Converted Shares, when issued and delivered, may bear the following or any similar legend:

(a) “The securities represented hereby may not be transferred unless (i) such securities have been registered for sale pursuant to the 1933 Act, (ii) such securities may be sold pursuant to Rule 144 or Regulation S under said Act, or (iii) the Company has received an opinion of counsel reasonably satisfactory to it that such transfer may lawfully be made without registration under the 1933 Act or qualification under applicable state securities laws.”

(b) If required by the authorities of any state in connection with the issuance of sale of the Securities, the legend required by such state authority.

3.5 Eligible Investor. Such Investor is a “non-U.S. Person” as defined in Regulation S promulgated under the 1933 Act. The Investor further represents the following in connection with the Regulation S compliance.

(a) The Investor is not a U.S. Person as such term is defined under Rule 902 of Regulation S (“U.S. Person”). The Investor is at the time of the offer and execution of this Agreement, domiciled outside the United States.

(b) The Investor agrees that all offers and sales of the Securities from the date hereof and through the expiration of any restricted period set forth in Rule 903 of Regulation S (as the same may be amended from time to time hereafter) shall not be made to U.S. Persons or for the account or benefit of U.S. Persons and shall otherwise be made in compliance with the provisions of Regulation S and any other applicable provisions of the 1933 Act.

(c) The Investor shall not engage in hedging transactions with regard to the Securities unless in compliance with the 1933 Act. This Agreement and the transactions contemplated herein are not part of a plan or scheme to evade the registration provisions of the 1933 Act, and the Shares are being acquired for investment purposes by the Investor.

(d) The Investor acknowledges that the Company will refuse to register any transfer of any of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act.

(e) Investor acknowledges and agrees that the certificate(s) representing the Securities will bear a legend substantially as follows:

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF [THE SHARES REPRESENTED BY THIS CERTIFICATE] HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

3.6 No General Solicitation. Such Investor did not learn of the investment in the Securities as a result of any public advertising or general solicitation. The Investor confirms that it has had a substantive pre-existing relationship and direct contact with the Company and its representatives other than in connection with an IPO, it was not identified or contacted through the marketing of an IPO and it did not independently contact the Company as a result of the general solicitation by means of a registration statement.

3.7 Brokers and Finders. No Investor will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon the Company, any Subsidiary or any other Investor for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of such Investor.

4. Representations and Warranties of the Company.

The Company represents, warrants and covenants to the Investor that:

4.1 Organization: Execution, Delivery and Performance.

(a) The Company and each of its Subsidiaries, if any, is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or organized, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. The Company and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect.

(b) (i) The Company has all requisite corporate power and authority to enter into and perform the Transaction Documents and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including without limitation the issuance and reservation for issuance of the Converted Shares) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its stockholders, is required, (iii) the Company shall take all efforts to modify records that the Company has a one-member board with the Secretary of State of the State of Texas within two months of this Agreement; (iv) each of the Transaction Documents has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is a true and official representative with authority to sign each such document and the other documents or certificates executed in connection herewith and bind the Company accordingly, and (v) each of the Transaction Documents constitutes, and upon execution and delivery thereof by the Company will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and general principles of equity that restrict the availability of equitable or legal remedies.

4.2 Note and Converted Shares Duly Authorized. The Note to be issued to the Investor pursuant to this Agreement, when issued and delivered in accordance with the terms of this Agreement, will be duly and validly issued and will be fully paid and non-assessable and free from all taxes or Liens with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of stockholders of the Company. Promptly following the Closing, but no later than 11-month anniversary of the issuance of the Note, the Company shall increase the authorized capital or effectuate a reverse stock split of its issued and outstanding common shares to ensure that the Converted Shares will be duly authorized and reserved for future issuance and, upon conversion of the Note in accordance with its terms, will be duly and validly issued, fully paid and non-assessable, and free from all taxes or Liens with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of stockholders of the Company. The Company shall promptly reserve from its duly authorized capital stock the maximum number of common shares issuable pursuant to this Agreement. It is not necessary in connection with the issuance and sale of the Securities to register the Securities under the 1933 Act or to qualify or register the Securities under applicable U.S. state securities laws. None of the Company, its Subsidiaries or their respective Affiliates or any Person acting on its or their behalf have engaged in any “directed selling efforts” within the meaning of Rule 903 of Regulation S.

4.3 Capitalization. As of the date of this Agreement, the authorized capital stock of the Company consists of 1,000,000 shares of common stock, of which approximately 1,000,000 shares are issued and outstanding. Except as described above, upon the consummation of the transactions contemplated hereby, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act (except for the registration rights provisions contained herein) and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Converted Shares. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the stockholders of the Company or any Lien imposed through the actions or failure to act of the Company.

4.4 No General Solicitation. Neither the Company nor any person participating on the Company’s behalf in the transactions contemplated hereby has conducted any “general solicitation,” as such term is defined in Regulation D promulgated under the 1933 Act, with respect to any of the Securities being offered hereby.

4.5 No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Investor. The issuance of the Securities to the Investor will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any stockholder approval provisions applicable to the Company or its securities.

4.6 No Brokers. The Company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby.

4.7 Disclosure. All information relating to or concerning the Company or any of its Subsidiaries, officers, directors, employees, customers or clients: (i) set forth in this Agreement and/or (ii) as disclosed in any exhibit or certification thereto is true and correct in all material respects and the Company has not omitted to state any material fact necessary in order to make the statements made herein or therein, in light of the circumstances under which they were made, not misleading.

5. Registration Rights.

5.1 Participation in Registrations. Following an IPO, whenever the Company proposes to register any of its securities under the 1933 Act, whether for its own account or for the account of another stockholder (except for the registration of securities (A) to be offered pursuant to an employee benefit plan on Form S-8 or (B) pursuant to a registration made on Form S-4, or any successor forms then in effect) at any time and the registration form to be used may be used for the registration of the Registrable Securities (a “Piggyback Registration”), it will so notify in writing all holders of Registrable Securities no later than the earlier to occur of (i) the tenth (10th) day following the Company’s receipt of notice of exercise of other demand registration rights, or (ii) thirty (30) days prior to the anticipated filing date. Subject to the provisions of this Agreement, the Company will include in the Piggyback Registration all Registrable Securities, on a pro rata basis based upon the total number of Registrable Securities with respect to which the Company has received written requests for inclusion within ten (10) business days after the applicable holder’s receipt of the Company’s notice.

5.2 Underwritten Offerings. In the event a registration giving rise to the Investor’ rights pursuant to Section 5.1 relates to an underwritten offering of securities, the Investor’ right to registration pursuant to Section 5.1 shall be conditioned upon its (i) participation in such underwriting, (ii) inclusion of the Registrable Securities therein and (iii) execution of all underwriting documents requested by the underwriter with respect thereto (the “Underwriter”). If the managing underwriter gives the Company its written opinion that the total number or dollar amount of securities requested to be included in the registration exceeds the number or dollar amount of securities that can be sold, the Company will include the securities in the registration in the following order of priority: (A) first, all securities the Company proposes to sell; and (B) second, pro rata among all other holders of securities (including the holders of Registrable Securities) that have registration rights, if any, in each case, on the basis of the dollar amount or number of securities requested to be included, as the case may be.

5.3 Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with the trading market on which the common shares are then listed for trading, and (B) in compliance with applicable state securities or Blue Sky laws, (ii) printing expenses, (iii) messenger, telephone and delivery expenses, and (iv) fees and disbursements of counsel and independent public accountants for the Company.

5.4 Indemnification.

(a) Indemnification by the Company. The Company will indemnify and hold harmless the Investor and its officers, directors, members, employees and agents, successors and assigns, and each other person, if any, who controls such Investor within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which they may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof; (ii) any blue sky application or other document executed by the Company specifically for that purpose or based upon written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Registrable Securities under the securities laws thereof (any such application, document or information herein called a “Blue Sky Application”); (iii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iv) any violation by the Company or its agents of any rule or regulation promulgated under the 1933 Act applicable to the Company or its agents and relating to action or inaction required of the Company in connection with such registration; or (v) any failure to register or qualify the Registrable Securities included in any such registration in any state where the Company or its agents has affirmatively undertaken or agreed in writing that the Company will undertake such registration or qualification on an Investor’s behalf and will reimburse such Investor, and each such officer, director or member and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Investor or any such controlling person in writing specifically for use in such Registration Statement or related prospectus.

(b) Indemnification by the Investor. The Investor agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the 1933 Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement or related prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is contained in any information furnished in writing by such Investor to the Company specifically for inclusion in such Registration Statement or related prospectus or amendment or supplement thereto. In no event shall the liability of an Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Investor in connection with any claim relating to this Section 5.4 and the amount of any damages such Investor has otherwise been required to pay by reason of such untrue statement or omission) received by such Investor upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

(c) Conduct of Indemnification Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed to pay such fees or expenses, or (b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying party with respect to such claims (in which case, if the person notifies the indemnifying party in writing that such person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such person); and provided, further, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation,

(d) Contribution. If for any reason the indemnification provided for in the preceding paragraphs (a) and (c) is unavailable to an indemnified party or insufficient to hold it harmless, other than as expressly specified therein, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations. No person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the 1933 Act shall be entitled to contribution from any person not guilty of such fraudulent misrepresentation. In no event shall the contribution obligation of a holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such holder in connection with any claim relating to this Section 5.4 and the amount of any damages such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.

5.5 Cooperation by Investor. The Investor shall furnish to the Company, as applicable, such information regarding the Investor and the distribution proposed by it as the Company may reasonably request in connection with any registration or offering referred to in this Section 5. The Investor shall cooperate as reasonably requested by the Company in connection with the preparation of the registration statement with respect to such registration, and for so long as the Company is obligated to file and keep effective such registration statement, shall provide to the Company, in writing, for use in the registration statement, all such information regarding the Investor and its plan of distribution of the Shares included in such registration as may be reasonably necessary to enable the Company to prepare such registration statement, to maintain the currency and effectiveness thereof and otherwise to comply with all applicable requirements of law in connection therewith.

6. Transfer Restrictions.

6.1 Transfer or Resale. The Investor understands that:

(a) Except as provided in the registration rights provisions set forth above, the sale or resale of all or any portion or component of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and that all or any portion or component of Securities may not be transferred unless:

(i) the Securities are sold pursuant to an effective registration statement under the 1933 Act,

(ii) the Investor shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration,

(iii) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Investor who agrees to sell or otherwise transfer the Securities only in accordance with this Section 6.1 and who is an Accredited Investor, as such term is defined in Rule 501(a) of Regulation D,

(iv) the Securities are sold pursuant to Rule 144, or

(v) the Securities are sold pursuant to Regulation S; and, in each case, the Investor shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

6.2 Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Investor or its nominee, for any Converted Shares in such amounts as specified from time to time by the Investor to the Company upon conversion of the Converted Shares in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Converted Shares under the 1933 Act or the date on which the Converted Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 3.6(A) or 3.8(v), as applicable of this Agreement. Nothing in this Section shall affect in any way the Investor’s obligations and agreement set forth in Section 6.1 hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If an Investor provides the Company with a customary opinion of counsel, that shall be in form, substance and scope reasonably acceptable to such counsel, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected, the Company shall permit the transfer, and, in the case of the Converted Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by such Investor. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investor, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.2 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

7. Conditions to Closing of the Investor.

The obligation of the Investor to purchase the Note at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by such Investor (as to itself only):

7.1 Representations and Warranties. The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and covenants herein required to be performed by it on or prior to the Closing Date.

7.2 Approvals. The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect.

7.3 Judgments, Etc. No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents.

7.4 Company CEO/CFO Certificate. The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections 7.1, 7.2 and 7.3.

7.5 Company Secretary Certificate. The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, certifying the current versions of the certificate of incorporation the Company and bylaws of the Company, as amended or supplemented, and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. The foregoing certificate shall only be required to be delivered on the First Closing Date, unless any information contained in the certificate has changed.

8. Conditions to Closing of the Company. The obligations of the Company to effect the transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Closing Date of the conditions listed below.

8.1 Representations and Warranties. The representations and warranties made by the Investor in Section 3 shall be true and correct in all material respects at the time of Closing as if made on and as of such date.

8.2 Corporate Proceedings. All corporate and other proceedings required to be undertaken by the Investor in connection with the transactions contemplated hereby shall have occurred and all documents and instruments incident to such proceedings shall be reasonably satisfactory in substance and form to the Company.

9. Miscellaneous.

9.1 Notices. All notices, requests, demands and other communications provided in connection with this Agreement shall be in writing and shall be deemed to have been duly given at the time when hand delivered, delivered by express courier, or sent by facsimile (with receipt confirmed by the sender’s transmitting device) in accordance with the contact information provided below or such other contact information as the parties may have duly provided by notice.

The Company:	Foxx Development Inc.
	Address:	6689 Peachtree Industrial Blvd. STE. B
		Peachtree Corners, GA 30092
	Telephone: 855-585-3699
	Email: billjiang@foxxusa.com
	Attention: Tianliang Jiang

With a copy to:

The Investor	New Bay Capital Limited
	Address:	Rm 1305, 13/F Tower A New Mandarin Plaza
		14 Science Museum Road
		TST KLN, Hong Kong
	Telephone: 011-86-13632999636
	Email: Colin.liu@bayroadgroup.com
	Attention: Shi Liu

Counsel of the Company	Robinson & Cole LLP
	Address:	Chrysler East Building
		666 Third Avenue, 20^th Floor
		New York, New York 10017
	Telephone: +1 (212) 451-2908
	Facsimile: +1 (212) 451-2999
	Email: azhou@rc.com
	Attention: Arila E. Zhou, Esq.

As per the contact information provided on the signature page hereof.

9.2 Survival of Representations and Warranties. Each party hereto covenants and agrees that the representations and warranties of such party contained in this Agreement shall survive the Closing.

9.3 Entire Agreement. This Agreement contains the entire agreement between the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter contained herein.

9.4 Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and, which is specifically agreed to be and acknowledged by each party as a third-party beneficiary hereof, is not for the benefit of, nor may any provision hereof be enforced by, any other person.

9.5 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor any Investor shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, but subject to the provisions of Section 6.1 and 6.3 hereof, any Investor may, without the consent of the Company, assign its rights hereunder to any person that purchases Securities in a private transaction from an Investor or to any of its “affiliates,” as that term is defined under the 1934 Act.

9.6 Publicity. The Company shall have the right to review a reasonable period of time before issuance of any press releases or SEC or other regulatory filings, or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investor, to make any press release or SEC or other regulatory filings with respect to such transactions as is required by applicable law and regulations.

9.7 Binding Effect; Benefits. This Agreement and all the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; nothing in this Agreement, expressed or implied, is intended to confer on any persons other than the parties hereto or their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

9.8 Amendment; Waivers. All modifications, amendments or waivers to this Agreement shall require the written consent of both the Company and a majority in interest of the Investor (based on the number of Shares purchased hereunder).

9.9 Applicable Law: Disputes. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action, any claim that it is not personally subject to the jurisdiction of any such court, that such Action is improper or is an inconvenient venue for such Action. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 5.4, the prevailing party in such Action shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action. For purposes of this Section “Action” means any notice of noncompliance or violation, or any claim, demand, charge, action, suit, litigation, audit, settlement, complaint, stipulation, assessment or arbitration, or any request (including any request for information), inquiry, hearing, proceeding or investigation, by or before any federal, state, local, foreign or other governmental, quasi-governmental or administrative body, instrumentality, department or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving panel or body.

9.10 Further Assurances. Each party hereto shall do and perform or cause to be done and performed all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

9.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Agreement may also be executed via facsimile or .pdf transmission, which shall be deemed an original.

9.12 WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY UNDER THIS AGREEMENT, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

[Signature Pages Immediately Follow]

IN WITNESS WHEREOF, the undersigned Investor and the Company have caused this Securities Purchase Agreement to be duly executed as of the date first above written.

FOXX DEVELOPMENT INC.

By:	/s/ Tianliang Jiang
	Name:	Tianliang Jiang
	Title:	CEO

NEW BAY CAPITAL LIMITED

By:	/s/ Shi Liu
	Name:	Shi Liu
	Title:	Director

S-1

Appendix A

Wire Instruction of the Company

Appx. A-1

Exhibit A

Form of Series A Convertible Note

Ex. A-1

Exhibit 10.18

EXECUTION VERSION

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

FOXX DEVELOPMENT INC.

CONVERTIBLE PROMISSORY NOTE

US$2,000,000

November 21, 2023 (“Issuance Date”)

FOR VALUE RECEIVED, FOXX DEVELOPMENT INC., a Texas corporation, with its registered address at 700 Lavaca St., Suite 1401, Austin, TX (the “Company”), promises to pay to New Bay Capital Limited, a Hong Kong registered entity, with a principal office at Rm 1305, 13/F Tower A New Mandarin Plaza 14 Science Museum Road, TST KLN, Hong Kong, or its successor or permitted assigns (“Investor” or “Holder”), in lawful money of the United States of America the principal sum of Two Million U.S. Dollars (US$2,000,000.00) (the “Principal Amount”), together with interest from the Issuance Date of this Convertible Promissory Note (this “Note”) as set forth below.

The following is a statement of the rights of Investor and the conditions to which this Note is subject, and to which Investor, by the acceptance of this Note, agrees:

Payments.

(a) Interest. Subject to Section 3, for the period commencing on the Issuance Date of this Note and until the Interest Payment Date, interest shall accrue on the outstanding unconverted and unpaid Principal Amount at 7.00% per annum and shall be compounded annually. “Interest Payment Date” means the first to occur of (i) the Maturity Date, and (ii) the date of any conversion of this Note in full pursuant to the terms hereof, and (iii) the date of any other repayment or redemption of this Note in full in accordance with the terms hereof. Interest with respect to any partial year shall be computed on the basis of a 360-day year comprised of 30-day months (or in the case of a partial month, the actual number of days elapsed therein).

Events of Default. The occurrence of any of the following shall constitute an “Event of Default” under this Note:

Rights of Investor upon an Event of Default.

Conversion.

(a) Automatic Conversion. All outstanding Notes shall be converted automatically into the number of fully paid and non-assessable shares (the “Conversion Shares”) of the Company’s share of common stock, par value US$0.001 per share (the “Common Shares”) without any action by the Holders and whether or not the document representing such Notes are surrendered to the Company or its transfer agent, upon the commencement of trading on The Nasdaq Stock Market or the New York Stock Exchange of the Company’s securities to be issued in an initial public offering (“IPO”) at a price of $30.00 per share (the “Conversion Price”), provided that if the IPO is consummated by a holding company or an affiliated entity of the Company, the Conversation Shares shall be equivalent common shares of such listing entity at the same Conversion Price. The Conversion Price may be adjusted after the Issuance Date and prior to the initial closing of the IPO in accordance with Exhibit B. As soon as practicable after the occurrence of an automatic conversion, the Company shall send a written notice substantially in the form attached hereto as Exhibit A (the “Conversion Notice”) to all Holders notifying them to surrender the original form of the Note (or an affidavit of loss mutilation or destruction, together with an undertaking to provide customary indemnification to the Company in respect thereof ) to the Company in exchange a certificate or certificates for the number of full shares of Conversion Shares issuable upon the conversion of Notes pursuant to this Section 4.

(b) Conversion Procedure.

(i)

(ii)

Promptly following such surrender of the Note to the Company, (A) the Company shall update its transfer agent to record the number of Conversion Shares to which Investor shall be entitled upon such conversion, issued as fully paid to Investor and deliver to Investor a certified true copy of such updated shareholder list, (B) the Company shall issue and deliver to Investor a certificate or certificates for the Conversion Shares, and a check payable to Investor for any cash amounts payable as described in Section 4(c)(iii).

(iii)

(c) Reservation of Shares Issuable Upon Conversion. Following the issuance but no later than two (2) month anniversary of the Note, the Company shall use its best efforts to increase its authorized capital or effectuate a reverse stock split of its issued and outstanding Common Shares to reserve and keep available out of its authorized but unissued Common Shares solely for the purpose of effecting the conversion of this Note such number of Common Shares as shall from time to time be sufficient to effect the conversion of the Note; and if at any time the number of authorized but unissued Common Shares shall not be sufficient to effect the conversion of the entire outstanding Principal Amount of this Note, without limitation of such other remedies as shall be available to the holder of this Note, Company will use its reasonable best efforts to take such corporate action as may, in the opinion of counsel, be necessary to increase its authorized but unissued Common Shares to such number of shares as shall be sufficient for such purposes.

Discharge of Obligations. Upon the earlier of (i) the full conversion of this Note and the Company’s delivery of the required consideration, if any, in respect thereof pursuant to Section 4 and (ii) the full repayment or redemption of the outstanding and unpaid Principal Amount and any then-accrued and unpaid interest under this Note in accordance with the terms of this Note, the Company shall be forever released from all its obligations and liabilities under this Note and this Note shall be deemed of no further force or effect, without any further action of any party, whether or not the original of this Note has been delivered to the Company for cancellation.

“Lock-Up” Agreement. Investor hereby agrees to enter into a lock-up agreement under which Investor agrees not to sell or otherwise transfer or dispose of the Note and the Conversion Shares during six-month period commencing on the date of the commencement of trading on The Nasdaq Stock Market or the New York Stock Exchange of the Company’s shares in connection with the IPO.

Protective Provisions.

(a) Information. The Company will deliver to Investor the documents and information set out in the Securities Purchase Agreement dated November 21, 2023 between the Company and the Investor (the “Securities Purchase Agreement”), and the Investor shall be entitled to the same information rights set out in Securities Purchase Agreement, subject to the same terms, conditions, restrictions and exceptions as set out in the Securities Purchase Agreement.

(b) Stay, Extension and Usury Laws. The Company covenants (to the extent it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law that would prohibit or forgive the Company from paying all or any portion of the principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of this Note; and the Company (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Investor, but will suffer and permit the execution of every such power as though no such law had been enacted.

(c) Corporate Existence; Assumption of Obligations by Successor Company. During the term of this Note, the Company shall (i) do or cause to be done all things reasonably necessary to preserve and keep in full force and effect its corporate existence, or (ii) make adequate provisions such that the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall expressly assume, by a duly executed amendment delivered to the Investor and reasonably satisfactory in form to the Investor, all of the obligations of the Company under this Note, and upon such assumption, such Successor Company shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause the Note to be signed and reissued in its own name, with such changes in phraseology and form (but not in substance) as may be appropriate. The Note as so re-issued shall in all respects have the same benefit as though it had been issued at the date of the execution hereof. In the event of any such Reorganization or election relating to a Change of Control to which the foregoing clause (ii) is applicable, upon compliance with the foregoing clause (ii) the Person named as the “Company” in the first paragraph of this Note (or any successor that shall thereafter have become such in the manner prescribed in this Section) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of this Note and from its obligations under this Note.

(d) Notice to Investor Prior to Certain Actions. In case of: (x) any action by the Company that would require an adjustment to the Conversion Price pursuant to the terms hereof; (y) a Change of Control or Reorganization; or (z) voluntary or involuntary dissolution, liquidation or winding up of the Company, then, in each case (unless notice of such event is otherwise required pursuant to another provision of this Note) and to the extent applicable, the Company shall send to the Investor, a notice stating the date on which a record is to be taken for the purpose of such action by the Company or, if a record is not to be taken, the date as of which the holders of Common Shares of record are to be determined for the purposes of such action by the Company no later than the earlier of (1) the date notice of such date is required to be provided under applicable law or applicable rules of any stock exchange the Common Shares are listed on at such time and (2) such date is publicly announced by the Company. In addition, the Company shall notify the Investor of any IPO Commencement Date within two (2) Business Days of such date.

(e) Termination. The provisions of Sections 7(a), 7(b) and 7(e) shall terminate and be of no further force and effect upon the closing of an IPO.

Representations and Warranties of the Company.

The Company hereby represents and warrants to the Investor as of the Issuance Date as follows:

(b) Capitalization. The Company has provided to Investor the fully-diluted capitalization of the Company containing a list of all outstanding shareholders of the Company as of the Issuance Date and immediately following the issuance of this Note (the “Capitalization Tables”). Except as set forth in the Capitalization Tables or in the Transaction Documents, there are no outstanding preemptive rights, options, warrants, notes, conversion privileges or rights (including but not limited to rights of first refusal or similar rights), orally or in writing, to purchase or acquire any securities from the Company including, without limitation, any Common Shares, or any securities convertible into or exchangeable or exercisable for Common Shares.

Representations and Warranties of the Investor.

The Investor hereby represents and warrants to the Company as of the Issuance Date as follows:

(e) Investigation; Economic Risk. The Investor is able to fend for itself in the transactions contemplated by this Note and has the ability to bear the economic risks of its investment in this Note and the Conversion Shares.

(g) Investment Experience. The Investor has experience in evaluating and investing in transactions of securities in companies and has such knowledge and experience in financial and business matters.

10.

Definitions. Except as set forth below, capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Securities Purchase Agreement (as defined below).

“Affiliate” shall mean, in respect of a Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person.

“Business Day” shall mean a day (other than Saturdays, Sundays or statutory holidays) on which banks generally are open to the public for business in Taiwan and the United States of America.

“Control” shall mean, with respect to any Person, having the ability to direct the management and affairs of such Person, whether through the ownership of voting securities or by contract, and such ability shall also be deemed to exist when any Person or “group” (as that term is used in Sections 13(d) and 14(d) of the United States Securities Exchange Act of 1934, as amended) attains a level of ownership of more than 50% of the voting securities on a fully-diluted and as-converted basis, or the economic rights and benefits, of such Person; and “Controlled” shall be construed accordingly.

“Change of Control” shall mean (i) any merger or consolidation, scheme of arrangement or other similar transaction (including, without limitation, an acquisition of the Company by way of a share acquisition), of the Company or any of its subsidiaries with or into another entity outside the Group, where such merger or consolidation, scheme of arrangement or other similar transaction (including, without limitation, an acquisition of the Company by way of a share acquisition), results in a change of Control of the Company, (ii) the sale, license or lease of all or substantially all of the Company’s and its subsidiaries’ assets in one transaction or a series of related transactions, or (iii) the sale (or exclusive license) of all or substantially all of the Company’s intellectual property, provided that, for purposes of this Note, any internal restructuring of the Group, the IPO and any restructuring in connection with the IPO (each an “Internal Restructuring”) shall not be deemed a Change of Control.

“Group” shall mean, collectively, the Company, its subsidiaries and any other Person (excluding any natural person) Controlled by the Company.

“IPO Commencement Date” shall mean the date on which the Company first files publicly any preliminary registration statement, prospectus or other similar document with any applicable securities regulator or stock exchange in connection with an IPO.

“Maturity Date” shall mean the earlier of the 12^th month anniversary of the Issuance Date and the date when the Company redeems this Note at its outstanding Principal Amount, provided that the Company has not consummated the IPO within 12 months of the Issuance Date; otherwise, the Maturity Date means the date of the initial closing of the IPO of the Company.

“Person” shall mean any corporation, company, partnership, firm, limited liability company, other business organization, entity, government, state or agency of state or any joint venture, association, works council or employee representative body (whether or not having separate legal personality) and any individual.

“Reorganization” shall mean any capital reorganization, reclassification, recapitalization or statutory exchange of the shares of the Company in such a way that holders of Common Shares shall be entitled to receive shares, securities or assets in exchange for Common Shares (in each case other than an Internal Restructuring).

“Significant Subsidiary” shall mean any subsidiary of the Company that meets the definition of “significant subsidiary” in Article 1, Rule 1-02 of Regulation S-X under the United States Securities Exchange Act of 1934, as amended, as in effect on the date of this Note.

“Transaction Documents” shall mean, collectively, (i) a securities purchase agreement among the Company and Investors dated November 21, 2023 (the “Securities Purchase Agreement”), and (ii) a Convertible Promissory Note dated November 21, 2023.

11.

Miscellaneous.

(a) Successors and Assigns. Subject to the restrictions on transfer described in this Section 11(a), the rights and obligations of the Company and Investor shall be binding upon and benefit the successors, permitted assigns, heirs, administrators and permitted transferees of the parties. Neither this Note nor any of the rights, interests or obligations hereunder may be assigned or transferred, by operation of law or otherwise, in whole or in part, by the Company or Investor without the prior written consent of the other party; provided that, (i) the Investor or any of its direct or indirect permitted transferees under this Section 11(a)(i) may assign its rights and interests (together with the related obligations) in connection with a transfer of this Note in whole or in part to an Affiliate of the Investor (provided that there shall be no more than four (4) transfers pursuant to this Section 11(a)(i) in the aggregate) (each, a “Permitted Transfer”); provided, however, that (A) the Company is given a written notice at the time of each Permitted Transfer stating the name and address of the transferee and identifying the amount of the Note being transferred; and (B) any such transferee shall receive such rights and interests, subject to all the terms and conditions of this Note, including the provisions of this Section 11, and agree to abide by this Note by executing a joinder agreement substantially in the form of Exhibit C hereto, and (ii) for purposes of this Note, a Change of Control shall not be deemed to be an assignment or transfer and shall not be subject to this Section 11(a), and following such Change of Control, the rights and obligations of the Company shall be binding upon and benefit the successor of the Company or such other surviving or resulting entity of such Change of Control. Any permitted transferee of Investor shall be subject to all the terms and conditions of this Note and such transferee shall agree to abide by the terms of this Note by executing a joinder agreement substantially in the form of Exhibit C hereto. At any time that the Investor elects to transfer less than all of this Note in accordance with this Section 11, upon written notice to the Company, the Company will (x) issue a new note (consistent in all respects with this Note other than with respect to principal amount) to the transferee in the aggregate principal amount equal to such portion of this Note that the Investor requests to be transferred to the transferee and (y) will issue a new note (consistent in all respects with this Note other than with respect to principal amount) to the Investor in the aggregate principal amount equal to such portion of the Note not transferred to the transferee.

(i)

Permitted Disclosures. The confidentiality obligations set out in this Section 11(c) do not apply to:

(A)

(B)

(C)

(ii)

Announcements.

(A)

(B)

Section 11(c)(ii)(A) shall not apply to:

(1)

(2)

any information which is required to be announced pursuant to any legal process issued by any court or tribunal of competent jurisdiction.

(d) Applicable Law: Disputes. All questions concerning the construction, validity, enforce-ment and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action, any claim that it is not personally subject to the jurisdiction of any such court, that such Action is improper or is an inconvenient venue for such Action. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action to enforce any provisions of the Transaction Documents, the prevailing party in such Action shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action.

To the Company:	Foxx Development Inc.
	15375 Barranca Parkway C-106 Irvine CA
	92618Telephone: 855-585-3699
	Email: bill.jiang@foxxusa.com
	Attention: Tianliang Jiang

To Investor:	New Bay Capital Limited
	Rm 1305, 13/F Tower A New Mandarin Plaza
	14 Science Museum Road
	TST KLN, Hong Kong
	Telephone: 011-86-13632999636
	Attention: Shi Liu
	Email: Colin.liu@bayroadgroup.com

(i)

(g) Payment. Unless converted pursuant to the terms hereof, payment shall be made in lawful tender of the United States.

(h) Expenses. All costs and expenses incurred in connection with this Note shall be paid by the party incurring such cost or expense.

(Signature Page Follows)

IN WITNESS WHEREOF, the Company has executed and delivered this Note the date and year first above written.

	THE COMPANY:

	FOXX DEVELOPMENT INC., a Texas corporation

	By:	/s/ Tianliang Jiang
	Name:	Tianliang Jiang
	Title:	CEO

S-1

EXHIBIT A TO NOTES
CONVERSION NOTICE

Dear Noteholder,

We refer to the Convertible Promissory Note (the “Note”) dated November 21, 2023 issued by the Foxx Development Inc. (the “Company”) to you. Capitalized terms used but not defined in this Conversion Notice shall have the meanings specified in the Note.

We hereby give you the Conversion Notice pursuant to Section 4 of the Note that this Note has been automatically converted into _______________ shares of the Company’s common shares, par value US$0.001 per share (the “Common Shares”), at a price of $________ per share on___________, 20____.

Foxx Development Inc.

6689 Peachtree Industrial Blvd. STE. B

Peachtree Corners, GA 30092
Telephone: 855-585-3699
Email: billjiang@foxxusa.com
Attention: Tianliang Jiang

Yours faithfully,

Foxx Development Inc.

Name:
Title:

A-1

EXHIBIT B TO NOTES

ADJUSTMENTS TO CONVERSION PRICE

1. In case the Company, at any time or from time to time, shall subdivide its outstanding Common Shares into a greater number of shares (by any share split, share dividend or otherwise), the Conversion Price in effect immediately prior to such subdivision shall be proportionately reduced and, conversely, in case the Company, at any time or from time to time, shall combine its outstanding Common Shares into a smaller number of shares (by any reverse share split or otherwise), the Conversion Price in effect immediately prior to such combination shall be proportionately increased. In the case of any such subdivision, no further adjustment shall be made pursuant to Section 2 below by reason thereof.

2. If, the Company, at any time or from time to time, shall effect any capital reorganization, reclassification, recapitalization or statutory exchange of Common Shares in such a way that holders of Common Shares shall be entitled to receive shares, securities or assets in exchange for Common Shares (in each case other than an Internal Restructuring) (a “Reorganization”), then, lawful and adequate provisions shall be made whereby the Investor shall thereupon have the right to receive, upon the basis and upon the terms and conditions specified herein and in lieu of the Common Shares immediately theretofore receivable upon the full conversion of any unpaid and unconverted Principal Amount then remaining outstanding, such shares, securities or assets as may be issued or payable in exchange for a number of outstanding Common Shares equal to the number of Common Shares immediately theretofore receivable for such full conversion of such unpaid and unconverted Principal Amount remaining outstanding had such Reorganization not taken place.

NCP = OCP * (CS + (NP/OCP))/(CS + NS)

WHERE:

NCP = the new Conversion Price,

OCP = the Pre-Adjustment Conversion Price,

NP = the total consideration received for the issuance or sale of the new Common Shares, and

NS = the number of new Common Shares issued or sold.

B-1

For purposes of this Section 3, the following shall also be applicable:

(i)

Issuance of Rights or Options. If the Company at any time or from time to time, shall in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Shares or any shares or security convertible into or exchangeable for Common Shares (such warrants, rights or options being called “Options” and such convertible or exchangeable shares or securities being called “Convertible Securities”), in each case for consideration per share (determined as provided in this paragraph and in Section 3(v) below) less than the Conversion Price then in effect, whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, then the total maximum number of Common Shares issuable upon the exercise of such Options, or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon exercise of such Options, shall be deemed to have been issued as of the date of granting of such Options, at a price per share equal to the amount determined by dividing (A) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (B) the total maximum number of Common Shares deemed to have been so issued. Except as otherwise provided in Section 3(iii) below, no adjustment of the Conversion Price shall be made upon the actual issuance of such Common Shares or of such Convertible Securities upon exercise of such Options or upon the actual issuance of such Common Shares upon conversion or exchange of such Convertible Securities.

(ii)

Issuance of Convertible Securities. If the Company at any time or from time to time, shall in any manner issue or sell any Convertible Securities for consideration per share (determined as provided in this paragraph and in Section 3(v) below) less than the Conversion Price then in effect, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, then the total maximum number of Common Shares issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued as of the date of the issuance or sale of such Convertible Securities, at a price per share equal to the amount determined by dividing (A) the total amount, if any, received or receivable by the Company as consideration for the issuance or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (B) the total maximum number of Common Shares deemed to have been so issued; provided, that (1) except as otherwise provided in Section 3(iii) below, no adjustment of the Conversion Price shall be made upon the actual issuance of such Common Shares upon conversion or exchange of such Convertible Securities and (2) if any such issuance or sale of such Convertible Securities is made upon exercise of any Options to purchase any such Convertible Securities, no further adjustment of the Conversion Price shall be made by reason of such issuance or sale.

B-2

(iii)

Change in Option Price or Conversion Rate. If, at any time or from time to time, there shall occur a change in (A) the maximum number of Common Shares issuable in connection with any Option referred to in Section 3(i) above or any Convertible Securities referred to in Section 3(i) or Section 3(ii) above, (B) the purchase price provided for in any Option referred to in Section 3(i) above, (C) the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in Section 3(i) or Section 3(ii) above or (D) the rate at which Convertible Securities referred to in Section 3(i) or Section 3 (ii) above are convertible into or exchangeable for Common Shares (in each case, other than in connection with an event described in Section 4 below), then the Conversion Price in effect at the time of such event shall be readjusted to the relevant Conversion Price that would have been in effect at such time had such Options or Convertible Securities that are still outstanding provided for such changed maximum number of shares, purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold, but only if as a result of such adjustment the Conversion Price then in effect is thereby reduced; and on the termination of any such Option or any such right to convert or exchange such Convertible Securities, the Conversion Price then in effect hereunder shall be increased to the Conversion Price that would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination (i.e., to the extent that fewer than the number of Common Shares deemed to have been issued in connection with such Option or Convertible Securities were actually issued), never been issued or sold or been issued or sold at such higher price, as the case may be.

(iv)

B-3

(v)

(vi)

(vii)

(viii)

(ix)

Capitalized terms used in this Exhibit B but not defined herein have the meanings given to them in the Note.

B-4

EXHIBIT C TO NOTES

JOINDER AGREEMENT

This Joinder Agreement (“Joinder Agreement”) is executed by the undersigned (the “Transferee”) pursuant to the terms of that certain Convertible Promissory Note dated November 21, 2023 (as may be amended, restated or otherwise modified form time to time, the “Note”), by and between Foxx Development Inc., a Texas corporation (the “Company”), and New Bay Capital Limited, a Hong Kong registered entity (“Investor”), and in consideration of the Note purchased by the Transferee and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Note. By the execution of this Joinder Agreement, the Transferee agrees as follows:

1. Acknowledgment. Transferee acknowledges that Transferee is acquiring _____ in Principal Amount of the Note and the rights, interests and obligations thereunder from_______________ (the “Transferor”), subject to the terms and conditions of the Note (the “Transfer”).

2. Agreement. Immediately upon the Transfer, Transferee (i) agrees that the Transferee shall be bound by and subject to the terms of the Note applicable to the Transferor, including those set forth in the Lock-Up Agreement, if applicable and in such case, to provide the Company with a copy of the Lock-Up Agreement signed by the Transferee at the time of such transfer, and (ii) hereby adopts the Note and shall have all of the rights and obligations of the “Investor” thereunder with the same force and effect as if Transferee were originally a party thereunder in the capacity of the Investor and agrees to duly and punctually perform and discharge all liabilities and obligations whatsoever from time to time to be performed or discharged by Transferee under or by virtue of the Note in all respects as if named as a party therein. The Transferee hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Note.

3. Notice. Any notice required or permitted by the Note shall be given to Transferee at the address listed beside Transferee’s signature below.

5. Governing Law. This Joinder Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without reference to its conflict of laws principles.

C-1

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.

Signature:

Date:

C-2

CONVERSION NOTICE

Dear Holder,

We refer to the Convertible Promissory Note (the “Note”) dated November 21, 2023 issued by the Foxx Development Inc. (the “Company”) to you.

Foxx Development Inc.

15375 Barranca Parkway, Suite C106

Irvine, CA 92618

Telephone: 855-585-3699

Email: haitao.cui@foxxusa.com

Attention: Haitao Cui

Yours faithfully,

Foxx Development Inc.

	/s/ Haitao Cui	02/17/2024
Name:	Haitao Cui
Title:	Chief Executive Officer

Conversion Authorization and Confirmation

To the Company,

Yours faithfully,

New Bay Capital Limited

	/s/ Shi Liu
Name:	Shi Liu
Title:	Director

Interest Conversion Notice

Dear Holder,

Foxx Development Inc.

6689 Peachtree Industrial Blvd. STE. B

Peachtree Corners, GA 30092

Telephone: 855-585-3699

Email: billjiang@foxxusa.com

Attention: Tianliang Jiang

Yours faithfully,

Foxx Development Inc.

/s/ Haitao Cui
Name:	Haitao Cui
Title:	Chief Executive Officer

Date:	September 25, 2024

Conversion Authorization and Confirmation

To the Company,

Yours faithfully,

New Bay Capital Limited

/s/ Shi Liu
Name:	Shi Liu
Title:	Director

Exhibit 10.19

EXECUTION VERSION

FOXX DEVELOPMENT INC.
SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 21, 2023, by and between Foxx Development Inc., a Texas corporation (the “Company”), and New Bay Capital Limited, a Hong Kong registered entity (the “Investor”).

WHEREAS, the Investor purchased from the Company in the principal amount of US$2,000,000 of Series A convertible promissory note of the Company on June 22, 2023 (“Series A Convertible Note” or “Note”), pursuant to a securities purchase agreement, date June 22, 2023 (“June 2023 SPA”);

WHEREAS, the Investor wishes to purchase additional Series A Convertible Note in the principal amount of $2,000,000 from the Company, and the Company wishes to sell and issue to the Investor, upon the terms and conditions substantial the same as contained in the June 2023 SPA and stated in this Agreement, in the principal amount of US$2,000,000 of Series A Convertible Note of the Company, convertible into common shares (collectively, the “Converted Shares”) of the Company, par value US$0.001 per share, at a price of US$30.00 per share at the time that the Company completes an IPO, with the rights and preferences set forth in the form of Series A Convertible Note (the “Form of Note”) attached hereto as Exhibit A, upon the terms and conditions set forth in this Agreement;

WHEREAS, the Note and the Converted Shares issued pursuant to this Agreement are together referred to herein as the “Securities”; and

1.	Definitions.

For purposes of this Agreement, the terms set forth below shall have the corresponding meanings provided below.

“1933 Act” means the Securities Act of 1933, as amended.

“1934 Act” means the Securities Exchange Act of 1934, as amended.

“Blue Sky Application” is defined in Section 5.4(a) hereto.

“Business Day” shall mean any day on which banks located in New York, New York and Hong Kong are not required or authorized by law to remain closed.

“Closing” and “Closing Date” are defined in Section 2.2.

“Converted Shares” is defined in the recitals above.

“Liens” means any mortgage, lien, title claim, assignment, encumbrance, security interest, adverse claim, contract of sale, restriction on use or transfer or other defect of title of any kind.

“Note” is defined in the recitals above.

“Piggyback Registration” is defined in Section 5.1 hereto.

“Purchase Price” shall mean the principal amount of USD$2,000,000 of the Note.

“Regulation S” means Regulation S under the 1933 Act, as amended (or a successor rule).

“Rule 144” is defined in Section 6.1(a)(C) hereto.

“SEC” means the United States Securities and Exchange Commission.

“Securities” is defined in the recitals above.

“Underwriter” is defined in Section 5.2 hereto.

2.	Sale and Purchase of Note.

2.4 Post-Closing Deliveries: Within 7 (seven) business days of the Closing, the Company shall deliver (a) a stamped certificate of fact issued by the Secretary of the State of Texas and (b) a stamped amendment to the certificate of formation by the Secretary of the State of Texas to correct the errors contained in the Certificate of Amendment dated September 12, 2023, removing Fengrui Liu and Jin Investment Holding, LLC as the directors of the Company and to certify that the Company only has one director Chunni Ren.

3.	Representations, Warranties and Acknowledgments of the Investor.

The Investor severally and not jointly represents and warrants to the Company that:

(b) If required by the authorities of any state in connection with the issuance of sale of the Securities, the legend required by such state authority.

(e) Investor acknowledges and agrees that the certificate(s) representing the Securities will bear a legend substantially as follows:

4.	Representations and Warranties of the Company.

The Company represents, warrants and covenants to the Investor that:

4.1 Organization: Execution, Delivery and Performance.

4.3 Capitalization. As of the date of this Agreement, the authorized capital stock of the Company consists of 1,000,000 shares of common stock, of which approximately 1,000,000 shares are issued and outstanding, and the Company has a Series A Convertible Note in the principal amount of $2,000,000 outstanding. Except as described above, upon the consummation of the transactions contemplated hereby, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act (except for the registration rights provisions contained herein) and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Converted Shares. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the stockholders of the Company or any Lien imposed through the actions or failure to act of the Company.

5. Registration Rights.

5.4 Indemnification.

6.	Transfer Restrictions.

6.1 Transfer or Resale. The Investor understands that:

(i) the Securities are sold pursuant to an effective registration statement under the 1933 Act,

(iv) the Securities are sold pursuant to Rule 144, or

7. Conditions to Closing of the Investor.

8.3 The Company shall deliver a stamped amendment to the certificate of formation to the secretary of state of Texas to correct the errors contained in the Certificate of Amendment, dated September 12, 2023, and to certify that the Company only has one director within 7 (seven) business days of the Closing.

9. Miscellaneous.

The Company:	Foxx Development Inc.
	Address: 15375 Barranca Parkway C-106 Irvine CA 92618
	Telephone: 855-585-3699
	Email:	bill.jiang@foxxusa.com
	Attention:	Tianliang Jiang

With a copy to:

The Investor	New Bay Capital Limited
	Address:	Rm 1305, 13/F Tower A New Mandarin Plaza
		14 Science Museum Road
		TST KLN, Hong Kong
	Telephone:	011-86-13632999636
	Email:	Colin.liu@bayroadgroup.com
	Attention:	Shi Liu

As per the contact information provided on the signature page hereof.

9.2 Survival of Representations and Warranties. Each party hereto covenants and agrees that the representations and warranties of such party contained in this Agreement shall survive the Closing.

[Signature Pages Immediately Follow]

IN WITNESS WHEREOF, the undersigned Investor and the Company have caused this Securities Purchase Agreement to be duly executed as of the date first above written.

FOXX DEVELOPMENT INC.

By:	/s/ Tianliang Jiang
	Name:	Tianliang Jiang
	Title:	CEO

NEW BAY CAPITAL LIMITED

By:	/s/ Shi Liu
	Name:	Shi Liu
	Title:	Director

S-1

Appendix A

Wire Instruction of the Company

Appx. A-1

Exhibit A

Form of Series A Convertible Note

Ex. A-1

Exhibit 10.20

Amendment to Convertible Note Agreement

This Amendment to the Convertible Note Agreement (this “Amendment”) is made and entered into as of March 15, 2024, by and between Foxx Development Inc., a Texas corporation (the “Company”) and New Bay Capital Limited, a Hong Kong registered entity (the “Holder”).

WHEREAS, on June 21, 2023, the Company issued a Series A convertible promissory note (“Note I”) to the Holder in the principal amount of US$2,000,000 with an interest at a rate of $7% per annum.

WHEREAS, on November 21, 2023, the Company issued a Series A convertible promissory note (“Note II”) to the Holder in the principal amount of US$2,000,000 with an interest at a rate of $7% per annum.

WHEREAS, on February 18, 2024, the Company has entered into a Business Combination Agreement (as amended from time to time, the “Business Combination Agreement”) with Acri Capital Acquisition Corporation (“ACAC”), Acri Capital Merger Sub I Inc. (“Purchaser”), and Acri Capital Merger Sub II Inc. (“Merger Sub”). Pursuant to the Business Combination Agreement, on the Effective Time (as defined in the Business Combination Agreement), by virtue of the Acquisition Merger (as defined in the Business Combination Agreement) and the Business Combination Agreement, and without any action on the part of ACAC, Purchaser, Merger Sub, the Company, or stockholders of the Company immediately prior to the Effective Time, each share of common stock of the Company, par value US$0.001 per share (“Company Common Stock”) issued and outstanding immediately prior to the Effective Time will be canceled and automatically converted into the right to receive, without interest, the applicable portion of the Closing Payment Stock as set forth in the Closing Consideration Spreadsheet (as defined in the Business Combination Agreement). “Closing Payment Stock” means 5,000,000 shares of common stock of the Purchaser, par value $0.0001 each (“Purchaser Common Stock”), which are equal or equivalent in value to the sum of $50,000,000 divided by $10.00 per share, among which, 500,000 shares in aggregate will be deposited to a segregated escrow account and to be released if and only if, prior to or upon one-year anniversary of the Business Combination Agreement, the U.S. Congress has approved the affordable connectivity program of no less than $4 billion; or otherwise be cancelled and forfeited without consideration. Upon and following the consummation of the Business Combination (as defined in the Business Combination Agreement), Purchaser Common Stock will be traded publicly on the Nasdaq Stock Market. The closing of the Business Combination would have the same effect on Note I and Note II as if the Company had completed an IPO (as defined in the Note I and Note II).

WHEREAS, on February 18, 2024, the Company issued a conversion notice pursuant to Section 4 of the Note I and Note II, respectively, each to convert principal amount under each of Note I and Note II into 66,667 shares Company Common Stock, at a price of $30.00 per share, immediately prior to the Effective Time (as defined in the Business Combination Agreement) (the “Conversion”).

WHEREAS, pursuant to Section 1 of Note I and Note II, interest shall accrue on the outstanding unconverted and unpaid principal amount at 7.00% per annum and shall be compounded annually (collectively, the “Accrued Interest”), and any accrued and unpaid Accrued Interest is due and payable by the Company in cash on the Maturity Date, which is 12th month anniversary of the issuance date and the date when the Company redeems Note I and Note II at its outstanding principal amount, provided that the Company has not consummated the Business Combination within 12 months of the issuance date; or otherwise, the date of the initial closing of the Business Combination of the Company.

WHEREAS, the Company and Holder intend to settle all Accrued Interest into shares of Company Common Stock upon the Conversion and waive the lock-up requirement as set forth in the Note I and Note II

NOW, THEREFORE, in consideration of the mutual terms, conditions and other agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree to the sale and purchase of the Securities as set forth herein.

1. Payment of the Accrued Interest.

(a) The Company and Holder hereby agree that the Accrued Interest shall become due and payable in shares of the Company Common Stock, at a price of $30.00 per share upon the Conversion (the “Interest Shares”).

(b) Upon the Conversion, the Company will issue the Interest Shares in book entry which will be counted into the issued and outstanding shares of the Company Common Stock at the Effective Time, which would be canceled and automatically converted into the right to receive, without interest, the applicable portion of the Closing Payment Stock as set forth in the Closing Consideration Spreadsheet pursuant to the Business Combination Agreement.

2. Removal of Section 6 of “Lock-up” Agreement. The Company and Holder hereby agree to remove the Section 6 “Lock-Up” Agreement of each Note I and Note II in its entirety retroactively effective at the Issuance Date.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF the parties have hereunto caused this Amendment to be duly executed as of the date first above written.

Foxx Development Inc.

/s/ Haitao Cui
Name:	Haitao Cui
Title:	Chief Executive Officer

New Bay Capital Limited

/s/ Shi Liu
Name:	Shi Liu
Title:	Director

Exhibit 10.21

EXECUTION VERSION

FOXX DEVELOPMENT INC.

SERIES B CONVERTIBLE PROMISSORY NOTE

US$2,000,000

March 15, 2024 (“Issuance Date”)

FOR VALUE RECEIVED, FOXX DEVELOPMENT INC., a Texas corporation, with its registered address at 700 Lavaca St., Suite 1401, Austin, TX (the “Company”), promises to pay to New Bay Capital Limited, a Hong Kong registered entity, with a principal office at Rm 1305, 13/F Tower A New Mandarin Plaza 14 Science Museum Road, TST KLN, Hong Kong, or its successor or permitted assigns (“Investor” or “Holder”), in lawful money of the United States of America the principal sum of TWO MILLION US DOLLARS (USD$2,000,000) (the “Principal Amount”), together with interest from the Issuance Date of this Series B Convertible Promissory Note (this “Note”) as set forth below.

The following is a statement of the rights of Investor and the conditions to which this Note is subject, and to which Investor, by the acceptance of this Note, agrees:

1. Payments.

(b) Payment Schedule. Subject to the rights of Investor in Section 3, unless otherwise converted or repaid pursuant to the terms of this Note, the full outstanding and unpaid Principal Amount shall be repaid in full by the Company on the Maturity Date. Any accrued and unpaid interest on the Note is due and payable by the Company in cash or in Conversion Shares, as applicable, on the Interest Payment Date.

2. Events of Default. The occurrence of any of the following shall constitute an “Event of Default” under this Note:

3. Rights of Investor upon an Event of Default.

4. Conversion.

(a) Automatic Conversion. All outstanding Principal Amount on the Note and accrued and unpaid interests shall be converted automatically into the number of fully paid and non-assessable shares (the “Conversion Shares”) of the Company’s share of common stock, par value US$0.001 per share (the “Common Shares”) without any action by the Holders and whether or not the document representing such Notes are surrendered to the Company or its transfer agent, immediately prior to the Effective Time (as defined in the Business Combination Agreement) at a price of $30.00 per share (the “Conversion Price”). For the purpose of this paragraph, the least three business days prior to the Effective Time, Business Combination Agreement, as may be amended from time to time, refers to a business combination agreement dated February 18, 2024 among the Company, Acri Capital Acquisition Corporation (“ACAC”), Acri Capital Merger Sub I Inc. (“Purchaser”), and Acri Capital Merger Sub II Inc. (“Merger Sub”), pursuant to which on the Effective Time, by virtue of the Acquisition Merger (as defined in the Business Combination Agreement) and the Business Combination Agreement, and without any action on the part of ACAC, Purchaser, Merger Sub, the Company, or stockholders of the Company immediately prior to the Effective Time, each Common Share issued and outstanding immediately prior to the Effective Time will be canceled and automatically converted into the right to receive, without interest, the applicable portion of the Closing Payment Stock as set forth in the Closing Consideration Spreadsheet (as defined in the Business Combination Agreement).

(b) Conversion Procedure.

(i)

No later than three (3) business days prior to the Effective Time, the Company shall deliver a notice to the Investor with regards to the Effective Time and the expected closing date of the Business Combination (the “Conversion Notice”).

(ii)

Promptly following delivery of the Conversion Notice, (A) the Company shall update its transfer agent to record the number of Conversion Shares to which Investor shall be entitled upon such conversion, issued as fully paid to Investor and instruct the transfer agent to book the Conversion Shares in book entry, (B) at or immediately prior to the Effective Time, the Company shall cause the Conversion Shares to convert into rights to receive the applicable portion of the Closing Payment Stock as set forth in the Closing Consideration Spreadsheet.

(iii)

(c) Reservation of Shares Issuable Upon Conversion. Following the issuance until the earlier occurrence of the maturity date or the conversion date, the Company shall use its best efforts to reserve and keep available out of its authorized but unissued Common Shares solely for the purpose of effecting the conversion of this Note such number of Common Shares as shall from time to time be sufficient to effect the conversion of the Note; and if at any time the number of authorized but unissued Common Shares shall not be sufficient to effect the conversion of the entire outstanding Principal Amount of this Note, without limitation of such other remedies as shall be available to the holder of this Note, Company will use its reasonable best efforts to take such corporate action as may, in the opinion of counsel, be necessary to increase its authorized but unissued Common Shares to such number of shares as shall be sufficient for such purposes.

5. Discharge of Obligations. Upon the earlier of (i) the full conversion of this Note pursuant to Section 4 and (ii) the full repayment of the outstanding and unpaid Principal Amount and any then-accrued and unpaid interest under this Note in accordance with the terms of this Note, the Company shall be forever released from all its obligations and liabilities under this Note and this Note shall be deemed of no further force or effect, without any further action of any party, whether or not the original of this Note has been delivered to the Company for cancellation.

6. Protective Provisions.

(a) Information. The Company has delivered to Investor the documents and information set out in the Securities Purchase Agreement dated March 15, 2024 between the Company and the Investor (the “Securities Purchase Agreement”) and the documents and information set out in the Business Combination Agreement, and the Investor shall be entitled to the same information rights set out in Securities Purchase Agreement, subject to the same terms, conditions, restrictions and exceptions as set out in the Securities Purchase Agreement.

(d) Notice to Investor Prior to Certain Actions. In case of: (x) any action by the Company that would require an adjustment to the Conversion Price pursuant to the terms hereof; (y) a Change of Control or Reorganization; or (z) voluntary or involuntary dissolution, liquidation or winding up of the Company, then, in each case (unless notice of such event is otherwise required pursuant to another provision of this Note) and to the extent applicable, the Company shall send to the Investor, a notice stating the date on which a record is to be taken for the purpose of such action by the Company or, if a record is not to be taken, the date as of which the holders of Common Shares of record are to be determined for the purposes of such action by the Company no later than the earlier of (1) the date notice of such date is required to be provided under applicable law or applicable rules of any stock exchange the Common Shares are listed on at such time and (2) such date is publicly announced by the Company.

(e) Termination. The provisions of Sections 6(a), 6(b) and 6(d) shall terminate and be of no further force and effect upon the closing of the Business Combination.

7. Representations and Warranties of the Company.

The Company hereby represents and warrants to the Investor as of the Issuance Date as follows:

(b) Capitalization. The Company has provided to Investor the fully diluted capitalization of the Company containing a list of all outstanding shareholders of the Company as of the Issuance Date and immediately following the issuance of this Note (the “Capitalization Tables”). Except as set forth in the Capitalization Tables or in the Transaction Documents, there are no outstanding preemptive rights, options, warrants, notes, conversion privileges or rights (including but not limited to rights of first refusal or similar rights), orally or in writing, to purchase or acquire any securities from the Company including, without limitation, any Common Shares, or any securities convertible into or exchangeable or exercisable for Common Shares.

8. Representations and Warranties of the Investor.

The Investor hereby represents and warrants to the Company as of the Issuance Date as follows:

(g) Investment Experience. The Investor has experience in evaluating and investing in transactions of securities in companies and has such knowledge and experience in financial and business matters.

9. Definitions. Except as set forth below, capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Securities Purchase Agreement (as defined below).

“Business Day” shall mean a day (other than Saturdays, Sundays or statutory holidays) on which banks generally are open to the public for business in Taiwan and the United States of America.

“Group” shall mean, collectively, the Company, its subsidiaries and any other Person (excluding any natural person) Controlled by the Company.

“Maturity Date” shall mean the earlier of (i)12^th month anniversary of the Issuance Date and (ii) the date of the conversion of the Note and its accrued and unpaid interests in accordance with Section 4 of this Note.

“Transaction Documents” shall mean, collectively, (i) a securities purchase agreement among the Company and Investors dated March 15, 2024 (the “Securities Purchase Agreement”), and (ii) a Series B Convertible Promissory Note dated March 15, 2024.

10. Miscellaneous.

(a) Successors and Assigns. Subject to the restrictions on transfer described in this Section 10(a), the rights and obligations of the Company and Investor shall be binding upon and benefit the successors, permitted assigns, heirs, administrators and permitted transferees of the parties. Neither this Note nor any of the rights, interests or obligations hereunder may be assigned or transferred, by operation of law or otherwise, in whole or in part, by the Company or Investor without the prior written consent of the other party; provided that, (i) the Investor or any of its direct or indirect permitted transferees under this Section 10(a)(i) may assign its rights and interests (together with the related obligations) in connection with a transfer of this Note in whole or in part to an Affiliate of the Investor (provided that there shall be no more than four (4) transfers pursuant to this Section 10(a)(i) in the aggregate) (each, a “Permitted Transfer”); provided, however, that (A) the Company is given a written notice at the time of each Permitted Transfer stating the name and address of the transferee and identifying the amount of the Note being transferred; and (B) any such transferee shall receive such rights and interests, subject to all the terms and conditions of this Note, including the provisions of this Section 10, and agree to abide by this Note by executing a joinder agreement substantially in the form of Exhibit A hereto, and (ii) for purposes of this Note, a Change of Control shall not be deemed to be an assignment or transfer and shall not be subject to this Section 10(a), and following such Change of Control, the rights and obligations of the Company shall be binding upon and benefit the successor of the Company or such other surviving or resulting entity of such Change of Control. Any permitted transferee of Investor shall be subject to all the terms and conditions of this Note and such transferee shall agree to abide by the terms of this Note by executing a joinder agreement substantially in the form of Exhibit A hereto. At any time that the Investor elects to transfer less than all of this Note in accordance with this Section 10, upon written notice to the Company, the Company will (x) issue a new note (consistent in all respects with this Note other than with respect to principal amount) to the transferee in the aggregate principal amount equal to such portion of this Note that the Investor requests to be transferred to the transferee and (y) will issue a new note (consistent in all respects with this Note other than with respect to principal amount) to the Investor in the aggregate principal amount equal to such portion of the Note not transferred to the transferee.

(i)

Permitted Disclosures. The confidentiality obligations set out in this Section 10(c) do not apply to:

(A)

information which was in the public domain or otherwise known to the relevant party before it was furnished to it by the other party or, after it was furnished to that party, entered the public domain otherwise than as a result of (i) a breach by that party of this Section 10(c), or (ii) a breach of a confidentiality obligation by that party, where the breach was known to that party;

(B)

(C)

(ii) Announcements.

(A)

(B)

Section 10(c)(ii)(A) shall not apply to:

(1)

(2)

any information which is required to be announced pursuant to any legal process issued by any court or tribunal of competent jurisdiction.

(f) Notices. Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Note shall be in writing and shall be conclusively deemed to have been duly given: (a) when hand delivered to a party; (b) when sent by facsimile at the number set forth below, upon a successful transmission report being generated by the sender’s machine; (c) when sent by email at the time the email is sent (provided that a copy of the notice is sent by another method referred to in this Section 10(g) within one (1) Business Day of sending the email) or (d) three (3) Business Days after deposit with an internationally reputable delivery service provider, postage prepaid, provided that the sending party receives a confirmation of delivery from the delivery service provider.

To the Company:	Foxx Development Inc.
	15375 Barranca Parkway C-106 Irvine CA
	92618 Attention: Haitao Cui, Chief Executive
	Officer Email: haitao.cui@foxxusa.com

To Investor:	New Bay Capital Limited
	Rm 1305, 13/F Tower A New Mandarin Plaza
	14 Science Museum Road
	TST KLN, Hong Kong
	Attention: Shi Liu
	Email:Colin.liu@bayroadgroup.com

A party may change or supplement the addresses and numbers given above, or designate additional addresses and numbers, for purposes of this Section 10(f) by giving the other parties written notice of the new address or number (as relevant) in the manner set forth above.

(g) Payment. Unless converted pursuant to the terms hereof, payment shall be made in lawful tender of the United States.

(h) Expenses. All costs and expenses incurred in connection with this Note shall be paid by the party incurring such cost or expense.

(Signature Page Follows)

IN WITNESS WHEREOF, the Company has executed and delivered this Note the date and year first above written.

	THE COMPANY:

	FOXX DEVELOPMENT INC., a Texas corporation

	By:	/s/ Haitao Cui
	Name:	Haitao Cui
	Title:	Chief Executive Officer

EXHIBIT A TO NOTES

JOINDER AGREEMENT

This Joinder Agreement (“Joinder Agreement”) is executed by the undersigned (the “Transferee”) pursuant to the terms of that certain Convertible Promissory Note dated March 15, 2024 (as may be amended, restated or otherwise modified form time to time, the “Note”), by and between Foxx Development Inc., a Texas corporation (the “Company”), and New Bay Capital Limited, a Hong Kong registered entity (“Investor”), and in consideration of the Note purchased by the Transferee and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Note. By the execution of this Joinder Agreement, the Transferee agrees as follows:

2. Agreement. Immediately upon the Transfer, Transferee (i) agrees that the Transferee shall be bound by and subject to the terms of the Note applicable to the Transferor, and (ii) hereby adopts the Note and shall have all of the rights and obligations of the “Investor” thereunder with the same force and effect as if Transferee were originally a party thereunder in the capacity of the Investor and agrees to duly and punctually perform and discharge all liabilities and obligations whatsoever from time to time to be performed or discharged by Transferee under or by virtue of the Note in all respects as if named as a party therein. The Transferee hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Note.

3. Notice. Any notice required or permitted by the Note shall be given to Transferee at the address listed beside Transferee’s signature below.

5. Governing Law. This Joinder Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without reference to its conflict of laws principles.

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.

Signature:

Date:

CONVERSION NOTICE

Dear Holder,

We refer to the Convertible Promissory Note (the “Note”) dated March 15, 2024 issued by the Foxx Development Inc. (the “Company”) to you.

Pursuant to Section 1 of the Note, interest shall accrue on the outstanding unconverted and unpaid principal amount at 7.00% per annum and shall be compounded annually (collectively, the “Accrued Interest”). As of September 26, 2024, the Effective Time, the principal and Accrued Interest under the Note will be $2,069,616, collectively.

We hereby give you the Conversion Notice pursuant to Section 4 of the Note that the principal and Accrued Interest will be automatically converted into 68,987 shares of the Company Common Stock, at a price of $30.00 per share immediately prior to the Effective Time (the “Conversion”).

Upon the Conversion, we will issue 68,987 shares of Company Common Stock which will be counted into the issued and outstanding shares of the Company Common Stock at the Effective Time, which would be canceled and automatically converted into the right to receive, without interest, the applicable portion of the Closing Payment Stock as set forth in the Closing Consideration Spreadsheet pursuant to the Business Combination Agreement.

Foxx Development Inc.

6689 Peachtree Industrial Blvd. STE. B

Peachtree Corners, GA 30092

Telephone: 855-585-3699

Email: billjiang@foxxusa.com

Attention: Tianliang Jiang

Yours faithfully,

Foxx Development Inc.

/s/ Haitao Cui
Name:	Haitao Cui
Title:	Chief Executive Officer
Date:	September 25, 2024

Conversion Authorization and Confirmation

To the Company,

As the Holder, I authorize, consent and agree that the Company shall automatically convert the Note pursuant to the Conversion Notice issued by the Company on March 15, 2024 without any further action taken by me.

Yours faithfully,

New Bay Capital Limited

/s/ Shi Liu
Name:	Shi Liu
Title:	Director

Exhibit 10.22

EXECUTION VERSION

FOXX DEVELOPMENT INC.
SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 15, 2024, by and between Foxx Development Inc., a Texas corporation (the “Company”), and New Bay Capital Limited, a Hong Kong registered entity, with a principal office at Rm 1305, 13/F Tower A New Mandarin Plaza 14 Science Museum Road, TST KLN, Hong Kong (the “Investor”).

WHEREAS, the Investor wishes to purchase from the Company, and the Company wishes to sell and issue to the Investor, Series B convertible note (the “Note”) in the principal amount of Two Million US Dollars (USD$2,000,0000, the “Principal Amount”) carrying an interest accruing on the outstanding unconverted and unpaid Principal Amount at 7.00% per annum (the “Interest”), with the rights and preferences set forth in the form of Series B Convertible Note (the “Form of Note”) attached hereto as Exhibit A, upon the terms and conditions set forth in this Agreement;

WHEREAS, on February 18, 2024, the Company has entered into a Business Combination Agreement (as amended from time to time, the “Business Combination Agreement”) with Acri Capital Acquisition Corporation (“ACAC”), Acri Capital Merger Sub I Inc. (“Purchaser”), and Acri Capital Merger Sub II Inc. (“Merger Sub”). Pursuant to the Business Combination Agreement, on the Effective Time (as defined in the Business Combination Agreement), by virtue of the Acquisition Merger (as defined in the Business Combination Agreement) and the Business Combination Agreement, and without any action on the part of ACAC, Purchaser, Merger Sub, the Company, or stockholders of the Company immediately prior to the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time will be canceled and automatically converted into the right to receive, without interest, the applicable portion of the Closing Payment Stock as set forth in the Closing Consideration Spreadsheet (as defined in the Business Combination Agreement). “Closing Payment Stock” means 5,000,000 shares of common stock of the Purchaser, par value $0.0001 each (“Purchaser Common Stock”), which are equal or equivalent in value to the sum of $50,000,000 divided by $10.00 per share, among which, 500,000 shares in aggregate will be deposited to a segregated escrow account and to be released if and only if, prior to or upon one-year anniversary of the Business Combination Agreement, the U.S. Congress has approved the affordable connectivity program of no less than $4 billion; or otherwise be cancelled and forfeited without consideration.

WHEREAS, immediately prior to the Effective Time, without any action by the Investor, the outstanding Principal Amount and Interest on the Note will be automatically converted into c shares (collectively, the “Converted Shares”) of common stock of the Company, par value US$0.001 per share (“Company Common Stock”), at a price of US$30.00 per share and the Converted Shares shall be counted towards the issued and outstanding Company Common Stock immediately prior to the Effective Time.

WHEREAS, pursuant to the Business Combination Agreement, the Converted Shares will be cancelled and automatically converted into the right to receive, without interest, the applicable portion of the Closing Payment Stock.

WHEREAS, the Note and the Converted Shares issued pursuant to this Agreement are together referred to herein as the “Securities”; and

1. Definitions.

For purposes of this Agreement, the terms set forth below shall have the corresponding meanings provided below.

“1933 Act” means the Securities Act of 1933, as amended.

“1934 Act” means the Securities Exchange Act of 1934, as amended.

“Blue Sky Application” is defined in Section 5.4(a) hereto.

“Business Day” shall mean any day on which banks located in New York, New York and Hong Kong are not required or authorized by law to remain closed.

“Closing” and “Closing Date” are defined in Section 2.2.

“Converted Shares” is defined in the recitals above.

“Liens” means any mortgage, lien, title claim, assignment, encumbrance, security interest, adverse claim, contract of sale, restriction on use or transfer or other defect of title of any kind.

“Note” is defined in the recitals above.

“Piggyback Registration” is defined in Section 5.1 hereto.

“Purchase Price” shall mean the principal amount of USD$2,000,000 of the Note.

“Registrable Securities” shall mean the Converted Shares immediately prior to the Effective Time or in the event that the Business Combination is not consummated and the Note is otherwise converted, or the Closing Payment Stock upon and following the Effective Time in the event that the Closing Payment Stock has not been registered under the 1933 Act in connection with the Business Combination; provided, however, that a security shall cease to be a Registrable Security upon (A) sale pursuant to a Registration Statement or Rule 144 or Regulation S under the 1933 Act, or (B) such security becoming eligible for sale by the Investor pursuant to Rule 144 or Regulation S without volume limitations.

“Regulation S” means Regulation S under the 1933 Act, as amended (or a successor rule).

“Rule 144” is defined in Section 6.1(a)(C) hereto.

“SEC” means the United States Securities and Exchange Commission.

“Securities” is defined in the recitals above.

“Underwriter” is defined in Section 5.2 hereto.

2. Sale and Purchase of Note.

2.2 Closing. The closing (the “Closing”) shall occur remotely via the exchange of documents and signatures, on the date mutually agreed by the Company and the Investor (such date is referred as the “Closing Date”).

3. Representations, Warranties and Acknowledgments of the Investor.

The Investor severally and not jointly represents and warrants to the Company that:

(b) If required by the authorities of any state in connection with the issuance of sale of the Securities, the legend required by such state authority.

(e) Investor acknowledges and agrees that the certificate(s) representing the Securities will bear a legend substantially as follows:

4. Representations and Warranties of the Company.

The Company represents, warrants and covenants to the Investor that:

4.1 Organization: Execution, Delivery and Performance.

4.2 Note and Converted Shares Duly Authorized. The Note to be issued to the Investor pursuant to this Agreement, when issued and delivered in accordance with the terms of this Agreement, will be duly and validly issued and will be fully paid and non-assessable and free from all taxes or Liens with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of stockholders of the Company. The Converted Shares, when issued and delivered upon conversion of the Note in accordance with its terms, will be duly and validly issued, fully paid and non-assessable, and free from all taxes or Liens with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of stockholders of the Company. The Company shall promptly reserve from its duly authorized capital stock the maximum number of common shares issuable pursuant to this Agreement. It is not necessary in connection with the issuance and sale of the Securities to register the Securities under the 1933 Act or to qualify or register the Securities under applicable U.S. state securities laws. None of the Company, its Subsidiaries or their respective Affiliates or any Person acting on its or their behalf have engaged in any “directed selling efforts” within the meaning of Rule 903 of Regulation S.

4.3 Capitalization. As of the date of this Agreement, the authorized capital stock of the Company consists of 2,000,000 shares of common stock, of which approximately 1,000,000 shares are issued and outstanding, and the Company has a Series A Convertible Note in the principal amount of $4,000,000 outstanding. Except as described above, upon the consummation of the transactions contemplated hereby, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act (except for the registration rights provisions contained herein) and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Converted Shares. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the stockholders of the Company or any Lien imposed through the actions or failure to act of the Company.

5. Registration Rights.

5.1 Participation in Registrations. In the event that (i) the Closing Payment Stock have not been registered under the 1933 Act in connection with the Business Combination, or (ii) the Business Combination is not consummated for any reason and the Note is otherwise converted into the Converted Shares, whenever the Company proposes to register any of its securities under the 1933 Act, whether for its own account or for the account of another stockholder (except for the registration of securities (A) to be offered pursuant to an employee benefit plan on Form S-8 or (B) pursuant to a registration made on Form S-4, or any successor forms then in effect) at any time and the registration form to be used may be used for the registration of the Registrable Securities (a “Piggyback Registration”), it will so notify in writing all holders of Registrable Securities no later than the earlier to occur of (i) the tenth (10th) day following the Company’s receipt of notice of exercise of other demand registration rights, or (ii) thirty (30) days prior to the anticipated filing date. Subject to the provisions of this Agreement, the Company will include in the Piggyback Registration all Registrable Securities, on a pro rata basis based upon the total number of Registrable Securities with respect to which the Company has received written requests for inclusion within ten (10) business days after the applicable holder’s receipt of the Company’s notice.

5.4 Indemnification.

6. Transfer Restrictions.

6.1 Transfer or Resale. The Investor understands that:

(i) the Securities are sold pursuant to an effective registration statement under the 1933 Act,

(iv) the Securities are sold pursuant to Rule 144, or

7. Conditions to Closing of the Investor.

9. Miscellaneous.

The Company:	Foxx Development Inc.
	Address:	15375 Barranca Parkway C-106 Irvine CA 92618
	Attention:	Haitao Cui, Chief Executive Officer
	Email:	haitao.cui@foxxusa.com

The Investor	New Bay Capital Limited
	Address:	Rm 1305, 13/F Tower A New Mandarin Plaza
	14 Science Museum Road, TST KLN, Hong Kong
	Attention:	Shi Liu
	Email:	Colin.liu@bayroadgroup.com

As per the contact information provided on the signature page hereof.

9.2 Survival of Representations and Warranties. Each party hereto covenants and agrees that the representations and warranties of such party contained in this Agreement shall survive the Closing.

[Signature Pages Immediately Follow]

IN WITNESS WHEREOF, the undersigned Investor and the Company have caused this Securities Purchase Agreement to be duly executed as of the date first above written.

FOXX DEVELOPMENT INC.

By :	/s/ Haitao Cui
	Name:	Haitao Cui
	Title:	Chief Executive Officer

NEW BAY CAPITAL LIMITED

By:	/s/ Shi Liu
	Name:	Shi Liu
	Title:	Director

Appendix A

Wire Instruction of the Company

Appx. A-1

Exhibit A

Form of Series B Convertible Note

Ex. A-1

Exhibit 10.23

FOXX DEVELOPMENT INC.

SERIES B CONVERTIBLE PROMISSORY NOTE

US$6,000,000

September 12, 2024 (“Issuance Date”)

FOR VALUE RECEIVED, FOXX DEVELOPMENT INC., a Texas corporation, with its registered address at 700 Lavaca St., Suite 1401, Austin, TX (the “Company”), promises to pay to BR Technologies PTE. LTD., an exempt private company limited by shares incorporated in Singapore, with a registered office at 51 Normanton Park, #24-29, Normanton Park, Singapore, or its successor or permitted assigns (“Investor” or “Holder”), in lawful money of the United States of America the principal sum of US$ SIX MILLONS (US$6,000,000) (the “Principal Amount”), together with interest from the Issuance Date of this Series B Convertible Promissory Note (this “Note”) as set forth below.

The following is a statement of the rights of Investor and the conditions to which this Note is subject, and to which Investor, by the acceptance of this Note, agrees:

1. Payments.

2. Events of Default. The occurrence of any of the following shall constitute an “Event of Default” under this Note:

3. Rights of Investor upon an Event of Default.

4. Conversion.

(b) Conversion Procedure.

(i)

(ii)

(iii)

6. Protective Provisions.

(a) Information. The Company has delivered to Investor the documents and information set out in the Securities Purchase Agreement dated May 30, 2024 between the Company and the Investor (the “Securities Purchase Agreement”) and the documents and information set out in the Business Combination Agreement, and the Investor shall be entitled to the same information rights set out in Securities Purchase Agreement, subject to the same terms, conditions, restrictions and exceptions as set out in the Securities Purchase Agreement.

(d) Notice to Investor Prior to Certain Actions. In case of: (x) any action by the Company that would require an adjustment to the Conversion Price pursuant to the terms hereof; (y) a Change of Control or Reorganization; or (z) voluntary or involuntary dissolution, liquidation or winding up of the Company, then, in each case (unless notice of such event is otherwise required pursuant to another provision of this Note) and to the extent applicable, the Company shall send to the Investor, a notice stating the date on which a record is to be taken for the purpose of such action by the Company or, if a record is not to be taken, the date as of which the holders of Common Shares of record are to be determined for the purposes of such action by the Company no later than the earlier of (1) the date notice of such date is required to be provided under applicable law or applicable rules of any stock exchange the Common Shares are listed on at such time and (2) such date is publicly announced by the Company.

(e) Termination. The provisions of Sections 6(a), 6(b) and 6(d) shall terminate and be of no further force and effect upon the closing of the Business Combination.

7. Representations and Warranties of the Company.

The Company hereby represents and warrants to the Investor as of the Issuance Date as follows:

8. Representations and Warranties of the Investor.

The Investor hereby represents and warrants to the Company as of the Issuance Date as follows:

(g) Investment Experience. The Investor has experience in evaluating and investing in transactions of securities in companies and has such knowledge and experience in financial and business matters.

“Business Day” shall mean a day (other than Saturdays, Sundays or statutory holidays) on which banks generally are open to the public for business in Taiwan and the United States of America.

“Group” shall mean, collectively, the Company, its subsidiaries and any other Person (excluding any natural person) Controlled by the Company.

“Transaction Documents” shall mean, collectively, (i) a securities purchase agreement among the Company and Investors dated May 30, 2024 (the “Securities Purchase Agreement”), and (ii) a Series B Convertible Promissory Note dated September 12, 2024.

10. Miscellaneous.

(i)

Permitted Disclosures. The confidentiality obligations set out in this Section 10(c) do not apply to:

(A)

information which was in the public domain or otherwise known to the relevant party before it was furnished to it by the other party or, after it was furnished to that party, entered the public domain otherwise than as a result of (i) a breach by that party of this Section 10(c), or (ii) a breach of a confidentiality obligation by that party, where the breach was known to that party;

(B)

(C)

(ii)

Announcements.

(A)

(B)

Section 10(c)(ii)(A) shall not apply to:

(1)

(2)

any information which is required to be announced pursuant to any legal process issued by any court or tribunal of competent jurisdiction.

(f) Notices. Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Note shall be in writing and shall be conclusively deemed to have been duly given: (a) when hand delivered to a party; (b) when sent by facsimile at the number set forth below, upon a successful transmission report being generated by the sender’s machine; (c) when sent by email at the time the email is sent (provided that a copy of the notice is sent by another method referred to in this Section 10(g) within one (1) Business Day of sending the email) or (d) three (3) Business Days after deposit with an internationally reputable delivery service provider, postage prepaid, provided that the sending party receives a confirmation of delivery from the delivery service provider.

To the Company:	Foxx Development Inc.
	15375 Barranca Parkway C-106 Irvine CA 92618
	Telephone: 855-585-3699
	Email: haitao.cui@foxxusa.com
	Attention: Haitao Cui, Chief Executive Officer

To Investor:	BR Technologies PTE. LTD.
	51 Normanton Park, #24-29, Normanton Park, Singapore

	Email: baoman.xu@i-gps.net
	Attention: Baoman Xu

(g) Payment. Unless converted pursuant to the terms hereof, payment shall be made in lawful tender of the United States.

(h) Expenses. All costs and expenses incurred in connection with this Note shall be paid by the party incurring such cost or expense.

(Signature Page Follows)

IN WITNESS WHEREOF, the Company has executed and delivered this Note the date and year first above written.

	THE COMPANY:

	FOXX DEVELOPMENT INC., a Texas corporation

	By:	/s/ Haitao Cui
	Name:	Haitao Cui
	Title:	Chief Executive Officer

EXHIBIT A TO NOTES
JOINDER AGREEMENT

This Joinder Agreement (“Joinder Agreement”) is executed by the undersigned (the “Transferee”) pursuant to the terms of that certain Convertible Promissory Note dated September 12, 2024 (as may be amended, restated or otherwise modified form time to time, the “Note”), by and between Foxx Development Inc., a Texas corporation (the “Company”), and BR Technologies PTE. LTD. (“Investor”), and in consideration of the Note purchased by the Transferee and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Note. By the execution of this Joinder Agreement, the Transferee agrees as follows:

3. Notice. Any notice required or permitted by the Note shall be given to Transferee at the address listed beside Transferee’s signature below.

5. Governing Law. This Joinder Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without reference to its conflict of laws principles.

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.

Signature:

Date:

CONVERSION NOTICE

Dear Holder,

We refer to the Convertible Promissory Note (the “Note”) dated September 12, 2024 issued by the Foxx Development Inc. (the “Company”) to you.

We hereby give you the Conversion Notice pursuant to Section 4 of the Note that the principal and Accrued Interest will be automatically converted into 200,882 shares of the Company Common Stock, at a price of $30.00 per share immediately prior to the Effective Time (the “Conversion”).

Upon the Conversion, we will issue 200,882 shares of Company Common Stock which will be counted into the issued and outstanding shares of the Company Common Stock at the Effective Time, which would be canceled and automatically converted into the right to receive, without interest, the applicable portion of the Closing Payment Stock as set forth in the Closing Consideration Spreadsheet pursuant to the Business Combination Agreement.

Foxx Development Inc.

6689 Peachtree Industrial Blvd. STE. B

Peachtree Corners, GA 30092

Telephone: 855-585-3699

Email: billjiang@foxxusa.com

Attention: Tianliang Jiang

Yours faithfully,

Foxx Development Inc.

	/s/ Haitao Cui
Name:	Haitao Cui
Title:	Chief Executive Officer
Date:	September 25, 2024

Conversion Authorization and Confirmation

To the Company,

As the Holder, I authorize, consent and agree that the Company shall automatically convert the Note pursuant to the Conversion Notice issued by the Company on September 12, 2024 without any further action taken by me.

Yours faithfully,

BR Technologies PTE. LTD.

	/s/ Baoman Xu
Name:	Baoman Xu
Title:	Chief Executive Officer

Exhibit 10.24

FOXX DEVELOPMENT INC.

SERIES B CONVERTIBLE PROMISSORY NOTE

US$3,000,000

September 12, 2024 (“Issuance Date”)

FOR VALUE RECEIVED, FOXX DEVELOPMENT INC., a Texas corporation, with its registered address at 700 Lavaca St., Suite 1401, Austin, TX (the “Company”), promises to pay to Grazyna Plawinski Limited, an exempt private company limited by shares incorporated in Singapore, with a registered office at Flat/RM 1305, 13/F, Tower A, New Mandarin Plaza, 14 Science Museum Road, Tsi Sha Tsui, Hong Kong, or its successor or permitted assigns (“Investor” or “Holder”), in lawful money of the United States of America the principal sum of US$ THREE MILLONS (US$3,000,000) (the “Principal Amount”), together with interest from the Issuance Date of this Series B Convertible Promissory Note (this “Note”) as set forth below.

The following is a statement of the rights of Investor and the conditions to which this Note is subject, and to which Investor, by the acceptance of this Note, agrees:

1. Payments.

2. Events of Default. The occurrence of any of the following shall constitute an “Event of Default” under this Note:

3. Rights of Investor upon an Event of Default.

4. Conversion.

(b) Conversion Procedure.

(i)

(ii)

(iii)

6. Protective Provisions.

(d) Notice to Investor Prior to Certain Actions. In case of: (x) any action by the Company that would require an adjustment to the Conversion Price pursuant to the terms hereof; (y) a Change of Control or Reorganization; or (z) voluntary or involuntary dissolution, liquidation or winding up of the Company, then, in each case (unless notice of such event is otherwise required pursuant to another provision of this Note) and to the extent applicable, the Company shall send to the Investor, a notice stating the date on which a record is to be taken for the purpose of such action by the Company or, if a record is not to be taken, the date as of which the holders of Common Shares of record are to be determined for the purposes of such action by the Company no later than the earlier of (1) the date notice of such date is required to be provided under applicable law or applicable rules of any stock exchange the Common Shares are listed on at such time and (2) such date is publicly announced by the Company.

(e) Termination. The provisions of Sections 6(a), 6(b) and 6(d) shall terminate and be of no further force and effect upon the closing of the Business Combination.

7. Representations and Warranties of the Company.

The Company hereby represents and warrants to the Investor as of the Issuance Date as follows:

8. Representations and Warranties of the Investor.

The Investor hereby represents and warrants to the Company as of the Issuance Date as follows:

(g) Investment Experience. The Investor has experience in evaluating and investing in transactions of securities in companies and has such knowledge and experience in financial and business matters.

“Business Day” shall mean a day (other than Saturdays, Sundays or statutory holidays) on which banks generally are open to the public for business in Taiwan and the United States of America.

“Group” shall mean, collectively, the Company, its subsidiaries and any other Person (excluding any natural person) Controlled by the Company.

10. Miscellaneous.

(i)

Permitted Disclosures. The confidentiality obligations set out in this Section 10(c) do not apply to:

(A)

information which was in the public domain or otherwise known to the relevant party before it was furnished to it by the other party or, after it was furnished to that party, entered the public domain otherwise than as a result of (i) a breach by that party of this Section 10(c), or (ii) a breach of a confidentiality obligation by that party, where the breach was known to that party;

(B)

(C)

(ii)

Announcements.

(A)

(B)

Section 10(c)(ii)(A) shall not apply to:

(1)

(2)

any information which is required to be announced pursuant to any legal process issued by any court or tribunal of competent jurisdiction.

(f) Notices. Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Note shall be in writing and shall be conclusively deemed to have been duly given: (a) when hand delivered to a party; (b) when sent by facsimile at the number set forth below, upon a successful transmission report being generated by the sender’s machine; (c) when sent by email at the time the email is sent (provided that a copy of the notice is sent by another method referred to in this Section 10(g) within one (1) Business Day of sending the email) or (d) three (3) Business Days after deposit with an internationally reputable delivery service provider, postage prepaid, provided that the sending party receives a confirmation of delivery from the delivery service provider.

To the Company:	Foxx Development Inc.
	15375 Barranca Parkway C-106 Irvine CA 92618
	Telephone: 855-585-3699
	Email: haitao.cui@foxxusa.com
	Attention: Haitao Cui, Chief Executive Officer

To Investor:	Grazyna Plawinski Limited
	Flat/RM 1305, 13/F, Tower A, New Mandarin Plaza, 14 Science
	Museum Road, Tsi Sha Tsui, Hong Kong
	Email: qingcui.yao@i-gps.net
	Attention: Xiaohan Li

(g) Payment. Unless converted pursuant to the terms hereof, payment shall be made in lawful tender of the United States.

(h) Expenses. All costs and expenses incurred in connection with this Note shall be paid by the party incurring such cost or expense.

(Signature Page Follows)

IN WITNESS WHEREOF, the Company has executed and delivered this Note the date and year first above written.

	THE COMPANY:

	FOXX DEVELOPMENT INC., a Texas corporation

	By:	/s/ Haitao Cui
	Name:	Haitao Cui
	Title:	Chief Executive Officer

EXHIBIT A TO NOTES

JOINDER AGREEMENT

This Joinder Agreement (“Joinder Agreement”) is executed by the undersigned (the “Transferee”) pursuant to the terms of that certain Convertible Promissory Note dated September 12, 2024 (as may be amended, restated or otherwise modified form time to time, the “Note”), by and between Foxx Development Inc., a Texas corporation (the “Company”), and Grazyna Plawinski Limited (“Investor”), and in consideration of the Note purchased by the Transferee and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Note. By the execution of this Joinder Agreement, the Transferee agrees as follows:

1. Acknowledgment. Transferee acknowledges that Transferee is acquiring _____ in Principal Amount of the Note and the rights, interests and obligations thereunder from _______________ (the “Transferor”), subject to the terms and conditions of the Note (the “Transfer”).

3. Notice. Any notice required or permitted by the Note shall be given to Transferee at the address listed beside Transferee’s signature below.

5. Governing Law. This Joinder Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without reference to its conflict of laws principles.

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.

Signature:

Date:

Exhibit 10.25

FOXX DEVELOPMENT INC.
SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 30, 2024, by and among Foxx Development Inc., a Texas corporation (the “Company”), and the persons and/or entities (each, an “Investor”, and collectively, the “Investors”) listed on the Schedule of Investors attached hereto as Exhibit A.

WHEREAS, each Investor wishes to purchase from the Company, and the Company wishes to sell and issue to each Investor, Series B convertible notes (each, a “Note”, and collectively, “Notes”), each in the principal amount as specified next to such Investor’s name in Exhibit A (the “Principal Amount”), carrying an interest accruing on the outstanding unconverted and unpaid Principal Amount at 7.00% per annum (the “Interest”), with the rights and preferences substantially set forth in the form of Series B convertible note (the “Form of Note”) attached hereto as Exhibit B, upon the terms and conditions set forth in this Agreement;

WHEREAS, on February 18, 2024, the Company entered into a Business Combination Agreement (as amended from time to time, the “Business Combination Agreement”) with Acri Capital Acquisition Corporation (“ACAC”), Acri Capital Merger Sub I Inc. (“Purchaser”), and Acri Capital Merger Sub II Inc. (“Merger Sub”). Pursuant to the Business Combination Agreement, on the Effective Time (as defined in the Business Combination Agreement), by virtue of the Acquisition Merger (as defined in the Business Combination Agreement) and the Business Combination Agreement, and without any action on the part of ACAC, Purchaser, Merger Sub, the Company, or stockholders of the Company immediately prior to the Effective Time, each share of Company Common Stock (as defined below) issued and outstanding immediately prior to the Effective Time will be canceled and automatically converted into the right to receive, the applicable portion of the Closing Payment Stock as set forth in the Closing Consideration Spreadsheet (as defined in the Business Combination Agreement). “Closing Payment Stock” means 5,000,000 shares of common stock of the Purchaser, par value $0.0001 each (“Purchaser Common Stock”), which are equal or equivalent in value to the sum of $50,000,000 divided by $10.00 per share, among which, 500,000 shares in aggregate will be deposited to a segregated escrow account and to be released pursuant to the terms and conditions set forth in the Business Combination Agreement.

WHEREAS, immediately prior to the Effective Time, without any action by the Investors, the outstanding Principal Amount and Interest on each Note will automatically convert into shares (collectively, the “Converted Shares”) of common stock of the Company, par value US$0.001 per share (“Company Common Stock”), at a price of US$30.00 per share and the Converted Shares shall be counted towards the issued and outstanding Company Common Stock immediately prior to the Effective Time.

WHEREAS, the Notes and the Converted Shares issued pursuant to this Agreement are together referred to herein as the “Securities”; and

1. Definitions.

For purposes of this Agreement, the terms set forth below shall have the corresponding meanings provided below.

“1933 Act” means the Securities Act of 1933, as amended.

“1934 Act” means the Securities Exchange Act of 1934, as amended.

“Blue Sky Application” is defined in Section 5.4(a) hereto.

“Business Day” shall mean any day on which banks located in New York, New York and Hong Kong are not required or authorized by law to remain closed.

“Closing” and “Closing Date” are defined in Section 2.2.

“Converted Shares” is defined in the recitals above.

“Liens” means any mortgage, lien, title claim, assignment, encumbrance, security interest, adverse claim, contract of sale, restriction on use or transfer or other defect of title of any kind.

“Note” or “Notes” are defined in the recitals above.

“Piggyback Registration” is defined in Section 5.1 hereto.

“Principal Amount” is defined in the recitals above.“Registrable Securities” shall mean the Converted Shares immediately prior to the Effective Time or in the event that the Business Combination is not consummated and the Notes are otherwise converted, or the Closing Payment Stock upon and following the Effective Time in the event that the Closing Payment Stock has not been registered under the 1933 Act in connection with the Business Combination; provided, however, that a security shall cease to be a Registrable Security upon (A) sale pursuant to a Registration Statement or Rule 144 or Regulation S under the 1933 Act, or (B) such security becoming eligible for sale by the Investors pursuant to Rule 144 or Regulation S without volume limitations.

“Regulation S” means Regulation S under the 1933 Act, as amended (or a successor rule).

“Rule 144” is defined in Section 6.1(a)(C) hereto.

“SEC” means the United States Securities and Exchange Commission.

“Securities” is defined in the recitals above.

“Transaction Documents” shall mean, for each Investor, this Agreement, the Note issued to such Investor, and the exhibits, schedules, appendices and any other documents or agreements executed in connection with the transactions contemplated hereunder.

“Underwriter” is defined in Section 5.2 hereto.

2. Sale and Purchase of Notes.

2.1 Subscription for Notes by Investors. Subject to the terms and conditions of this Agreement, on each Closing Date (as hereinafter defined), each Investor shall purchase, and the Company shall sell and issue to such Investor, a in the Principal Amount as set forth in the Note, for the Principal Amount.

2.2 Closing. The sale and purchase of the Notes may take place at one or multiple closings (each, a “Closing”). Each Closing shall occur remotely via the exchange of documents and signatures, on the date mutually agreed by the Company and the Investor (each such date is referred as a “Closing Date”).

2.3 Post-Closing Deliveries. After each Closing and prior to the consummation of the Business Combination, the Investor shall deliver or cause to be delivered to the Company the Principal Amount by paying United States dollars by wire transfer as set forth in Appendix A enclosed herein. Upon receipt of the Principal Amount, the Company shall deliver to such Investor, against delivery by the Investor of such Principal Amount, a duly issued Note representing the Principal Amount.

3. Representations, Warranties and Acknowledgments of the Investors. The Investors severally and not jointly represents and warrants to the Company that:

3.1 Authorization. The execution, delivery, and performance by such Investor of the Transaction Documents to which the Investor is a party have been duly authorized and will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

3.3 Restricted Securities. Each Investor understands that the Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

3.4 Legends. It is understood that, except as otherwise provided below, the Notes and the certificates evidencing the Converted Shares, when issued and delivered, may bear the following or any similar legend:

(b) If required by the authorities of any state in connection with the issuance of sale of the Securities, the legend required by such state authority.

3.5 Eligible Investor. Each Investor is a “non-U.S. Person” as defined in Regulation S promulgated under the 1933 Act. The Investor further represents the following in connection with the Regulation S compliance.

(e) Investor acknowledges and agrees that the certificate(s) representing the Securities will bear a legend substantially as follows:

4. Representations and Warranties of the Company.

The Company represents, warrants and covenants to the Investors that:

4.1 Organization: Execution, Delivery and Performance.

4.2 Notes and Converted Shares Duly Authorized. The Notes to be issued to the Investors pursuant to this Agreement, when issued and delivered in accordance with the terms of this Agreement, will be duly and validly issued and will be fully paid and non-assessable and free from all taxes or Liens with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of stockholders of the Company. The Converted Shares, when issued and delivered upon conversion of the Notes in accordance with its terms, will be duly and validly issued, fully paid and non-assessable, and free from all taxes or Liens with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of stockholders of the Company. The Company shall promptly reserve from its duly authorized capital stock the maximum number of common shares issuable pursuant to this Agreement. It is not necessary in connection with the issuance and sale of the Securities to register the Securities under the 1933 Act or to qualify or register the Securities under applicable U.S. state securities laws. None of the Company, its Subsidiaries or their respective Affiliates or any Person acting on its or their behalf have engaged in any “directed selling efforts” within the meaning of Rule 903 of Regulation S.

4.3 Capitalization. As of the date of this Agreement, (i) the authorized capital stock of the Company consists of 2,000,000 shares of common stock, of which approximately 1,000,000 shares are issued and outstanding, (ii) the Company has a Series A Convertible Note in the principal amount of $4,000,000 outstanding, and (iii) the Company has a Series B Convertible Note in the principal amount of $2,000,000 outstanding. Except as described above, upon the consummation of the transactions contemplated hereby, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act (except for the registration rights provisions contained herein) and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Converted Shares. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the stockholders of the Company or any Lien imposed through the actions or failure to act of the Company.

4.5 No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Investors. The issuance of the Securities to the Investors will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any stockholder approval provisions applicable to the Company or its securities.

5. Registration Rights.

5.1 Participation in Registrations. In the event that (i) the Closing Payment Stock have not been registered under the 1933 Act in connection with the Business Combination, or (ii) the Business Combination is not consummated for any reason and the Notes are otherwise converted into the Converted Shares, whenever the Company proposes to register any of its securities under the 1933 Act, whether for its own account or for the account of another stockholder (except for the registration of securities (A) to be offered pursuant to an employee benefit plan on Form S-8 or (B) pursuant to a registration made on Form S-4, or any successor forms then in effect) at any time and the registration form to be used may be used for the registration of the Registrable Securities (a “Piggyback Registration”), it will so notify in writing all holders of Registrable Securities no later than the earlier to occur of (i) the tenth (10th) day following the Company’s receipt of notice of exercise of other demand registration rights, or (ii) thirty (30) days prior to the anticipated filing date. Subject to the provisions of this Agreement, the Company will include in the Piggyback Registration all Registrable Securities, on a pro rata basis based upon the total number of Registrable Securities with respect to which the Company has received written requests for inclusion within ten (10) business days after the applicable holder’s receipt of the Company’s notice.

5.2 Underwritten Offerings. In the event a registration giving rise to the Investors’ rights pursuant to Section 5.1 relates to an underwritten offering of securities, the Investors’ right to registration pursuant to Section 5.1 shall be conditioned upon its (i) participation in such underwriting, (ii) inclusion of the Registrable Securities therein and (iii) execution of all underwriting documents requested by the underwriter with respect thereto (the “Underwriter”). If the managing underwriter gives the Company its written opinion that the total number or dollar amount of securities requested to be included in the registration exceeds the number or dollar amount of securities that can be sold, the Company will include the securities in the registration in the following order of priority: (A) first, all securities the Company proposes to sell; and (B) second, pro rata among all other holders of securities (including the holders of Registrable Securities) that have registration rights, if any, in each case, on the basis of the dollar amount or number of securities requested to be included, as the case may be.

5.4 Indemnification.

(a) Indemnification by the Company. The Company will indemnify and hold harmless the Investors and its officers, directors, members, employees and agents, successors and assigns, and each other person, if any, who controls such Investor within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which they may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof; (ii) any blue sky application or other document executed by the Company specifically for that purpose or based upon written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Registrable Securities under the securities laws thereof (any such application, document or information herein called a “Blue Sky Application”); (iii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iv) any violation by the Company or its agents of any rule or regulation promulgated under the 1933 Act applicable to the Company or its agents and relating to action or inaction required of the Company in connection with such registration; or (v) any failure to register or qualify the Registrable Securities included in any such registration in any state where the Company or its agents has affirmatively undertaken or agreed in writing that the Company will undertake such registration or qualification on an Investor’s behalf and will reimburse such Investor, and each such officer, director or member and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Investor or any such controlling person in writing specifically for use in such Registration Statement or related prospectus.

(b) Indemnification by the Investors. The Investors agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the 1933 Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement or related prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is contained in any information furnished in writing by such Investor to the Company specifically for inclusion in such Registration Statement or related prospectus or amendment or supplement thereto. In no event shall the liability of an Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Investor in connection with any claim relating to this Section 5.4 and the amount of any damages such Investor has otherwise been required to pay by reason of such untrue statement or omission) received by such Investor upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

5.5 Cooperation by Investors. Each Investor shall furnish to the Company, as applicable, such information regarding such Investor and the distribution proposed by it as the Company may reasonably request in connection with any registration or offering referred to in this Section 5. Each Investor shall cooperate as reasonably requested by the Company in connection with the preparation of the registration statement with respect to such registration, and for so long as the Company is obligated to file and keep effective such registration statement, shall provide to the Company, in writing, for use in the registration statement, all such information regarding such Investor and its plan of distribution of the Shares included in such registration as may be reasonably necessary to enable the Company to prepare such registration statement, to maintain the currency and effectiveness thereof and otherwise to comply with all applicable requirements of law in connection therewith.

6. Transfer Restrictions.

6.1 Transfer or Resale. The Investors understand that:

(i) the Securities are sold pursuant to an effective registration statement under the 1933 Act,

(ii) Each Investor shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration,

(iv) the Securities are sold pursuant to Rule 144, or

6.2 Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Investor or its nominee, for any Converted Shares upon conversion of the Converted Shares in accordance with the terms hereof (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Converted Shares under the 1933 Act or the date on which the Converted Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 3.6(A) or 3.8(v), as applicable of this Agreement. Nothing in this Section shall affect in any way the Investor’s obligations and agreement set forth in Section 6.1 hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If an Investor provides the Company with a customary opinion of counsel, that shall be in form, substance and scope reasonably acceptable to such counsel, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected, the Company shall permit the transfer, and, in the case of the Converted Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by such Investor. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investor, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.2 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

7. Conditions to Closing of the Investors.

The obligation of each Investor to purchase the Note at a Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to such Closing Date, of the following conditions, any of which may be waived by such Investor (as to itself only):

7.1 Representations and Warranties. The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on a Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on such Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and covenants herein required to be performed by it on or prior to such Closing Date.

8.1 Representations and Warranties. The representations and warranties made by each Investor in Section 3 shall be true and correct in all material respects at the time of Closing as if made on and as of such date.

8.2 Corporate Proceedings. All corporate and other proceedings required to be undertaken by each Investor in connection with the transactions contemplated hereby shall have occurred and all documents and instruments incident to such proceedings shall be reasonably satisfactory in substance and form to the Company.

9. Miscellaneous.

The Company:

Foxx Development Inc.

Address: 15375 Barranca Parkway C-106 Irvine CA 92618

Telephone: 855-585-3699

Email: haitao.cui@foxxusa.com

Attention: Haitao Cui

The Investors To the address of each Investor as specified in Exhibit A.

9.2 Survival of Representations and Warranties. Each party hereto covenants and agrees that the representations and warranties of such party contained in this Agreement shall survive each Closing.

9.6 Publicity. The Company shall have the right to review a reasonable period of time before issuance of any press releases or SEC or other regulatory filings, or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Investor, to make any press release or SEC or other regulatory filings with respect to such transactions as is required by applicable law and regulations.

[Signature Pages Immediately Follow]

IN WITNESS WHEREOF, the undersigned Investor and the Company have caused this Securities Purchase Agreement to be duly executed as of the date first above written.

FOXX DEVELOPMENT INC.

By:	/s/ Greg Foley
	Name:	Greg Foley
	Title:	Chief Executive Officer

BR Technologies PTE. LTD.

By:	/s/ Baoman Xu
	Name:	Baoman Xu
	Title:	Chief Executive Officer

GRAZYNA PLAWINSKI LIMITED

By:	/s/ Xiaohan Li
	Name:	Xiaohan Li
	Title:	Director

Appendix A

Wire Instruction of the Company

Appx. A-1

Exhibit A

Schedule of Investors

Investor	Principal Amount	Address and Contact Information
BR Technologies PTE. LTD.	$6,000,000	Address: 51 Normanton Park, #24-29, Normanton Park, Singapore Email: baoman.xu@i-gps.net
		Attention: Baoman Xu
GRAZYNA PLAWINSKI LIMITED	$3,000,000	Address: Flat/RM 1305, 13/F, Tower A, New Mandarin Plaza, 14 Science Museum Road, Tsim Sha Tsui, Hong Kong Email: qingcui.yao@i-gps.net
		Attention: Xiaohan Li

Ex. A-1

Exhibit B

Form of Series B Convertible Notes

Ex. B-2

Exhibit 10.26

Execution Version

[FOXX PUBCO]

EQUITY INCENTIVE PLAN

1.	Purpose. The purposes of this Plan are to:

(a)

attract, retain, and motivate Employees, Directors, and Consultants,

(b)

provide additional incentives to Employees, Directors, and Consultants, and

(c)

promote the success of the Company’s business,

by providing Employees, Directors, and Consultants with opportunities to acquire the Company’s Shares, or to receive monetary payments based on the value of such Shares. Additionally, the Plan is intended to assist in further aligning the interests of the Company’s Employees, Directors, and Consultants to those of its shareholders.

2.	Definitions. As used herein, the following definitions will apply:

(a)

“Administrator” means a committee of at least one Director of the Company as the Board may appoint to administer this Plan or, if no such committee has been appointed by the Board, the Board.

(b)

“Applicable Laws” means the requirements relating to the administration of equity-based awards or equity compensation plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Shares are listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.

(c)

“Award” means, individually or collectively, a grant under the Plan of Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, or Other Stock-Based Awards.

(d)

“Award Agreement” means the written or electronic agreement, consistent with the terms of the Plan, between the Company and the Participant, setting forth the terms, conditions, and restrictions applicable to each Award granted under the Plan.

(e)

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular Person, such Person shall be deemed to have beneficial ownership of all securities that such Person has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

(f)

“Board” means the Company’s Board of Directors, as constituted from time to time and, where the context so requires, reference to the “Board” may refer to a committee to whom the Board has delegated authority to administer any aspect of this Plan.

(g)

“Cause” shall have the meaning ascribed to such term, or term of similar effect, in any offer letter, employment, consulting, severance, or similar agreement, including any Award Agreement, between the Participant and the Company or any Subsidiary; provided, that in the absence of an offer letter, employment, severance, or similar agreement containing such definition, “Cause” means:

(i)

any willful, material violation by the Participant of any law or regulation applicable to the business of the Company, a Subsidiary, or other affiliate of the Company;

(ii)

the Participant’s conviction for, or guilty plea to, a felony (or crime of similar magnitude under Applicable Laws outside the United States) or a crime involving moral turpitude, or any willful perpetration by the Participant of a common law fraud, act of material dishonesty, embezzlement, or misappropriation or similar conduct against the Company, a Subsidiary, or other affiliate of the Company;

(iii)

the Participant’s commission of an act of personal dishonesty which involves personal profit in connection with the Company, a Subsidiary, other affiliate of the Company, or any other entity having a business relationship with any of the foregoing;

(iv)

any material breach or violation by the Participant of any fiduciary duties or duties of care to the Company or provision of any agreement or understanding between the Company, a Subsidiary, or other affiliate of the Company and the Participant regarding the terms of the Participant’s service as an Employee, officer, Director, or Consultant to the Company, a Subsidiary, or other affiliate of the Company, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such Participant as an Employee, officer, Director, or Consultant of the Company, a Subsidiary, or other affiliate of the Company, other than as a result of having a Disability, or a breach of any applicable invention assignment, confidentiality, non-competition, non-solicitation, restrictive covenant, or similar agreement between the Company, a Subsidiary, or other affiliate of the Company and the Participant;

(v)

any refusal by the Participant to carry out a reasonable directive of the chief executive officer, the Board or the Participant’s direct supervisor, which involves the business of the Company, a Subsidiary, or other affiliate of the Company and was capable of being lawfully performed;

(vi)

the Participant’s violation of the code of ethics of the Company or any Subsidiary;

(vii)

the Participant’s disregard of the policies of the Company, a Subsidiary, or other affiliate of the Company so as to cause loss, harm, damage, or injury to the property, reputation, or employees of the Company, a Subsidiary, or other affiliate of the Company; or

(viii)

any other misconduct by the Participant that is injurious to the financial condition or business reputation of, or is otherwise injurious to, the Company, a Subsidiary, or other affiliate of the Company.

(h)	“Change in Control” means the occurrence of any of the following events:

(i)

any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more (on a fully diluted basis) of the total voting power represented by the Company’s then outstanding voting securities;

(ii)

the consummation of the direct or indirect sale, transfer, conveyance or disposition (other than by way of consolidation) by the Company of all or substantially all of the Company’s assets;

(iii)

a change in the composition of the Board occurring within a two-year period, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” means directors who either (A) are Directors as of the Effective Date, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but will not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company); or

(iv)

the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

Notwithstanding the foregoing, a transaction shall not constitute a Change in Control if its sole purpose is to change the jurisdiction of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction. In addition, if a Change in Control constitutes a payment event with respect to any Award which provides for a deferral of compensation and is subject to Code Section 409A, then notwithstanding anything to the contrary in the Plan or applicable Award Agreement, the transaction with respect to such Award must also constitute a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Code Section 409A.

(i)

“Code” means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any successor or amended section of the Code.

(j)

“Company” means [Foxx Pubco], a Delaware corporation, or any successor thereto.

(k)

“Consultant” means a consultant or adviser who provides bona fide services to the Company, its Parent, or any Subsidiary as an independent contractor and who qualifies as a consultant or advisor under Instruction A.1.(a)(1) of Form S-8 under the Securities Act.

(l)

“Director” means a member of the Board.

(m)

“Disability” means total and permanent disability as defined in Code Section 22(e)(3), provided that in the case of an Award other than an Incentive Stock Option, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Administrator from time to time.

(n)

“Effective Date” shall have the meaning set forth in Section 24.

(o)

“Employee” means any person, including officers and Directors, employed by the Company, its Parent, or any Subsidiary. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company.

(p)

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(q)

“Fair Market Value” means, as of any date, the value of a Share, determined as follows:

(i)

if the Shares are readily tradable on an established securities market, its Fair Market Value will be the closing sales price for such shares (or the closing bid, if no sales were reported) as quoted on such market for the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(ii)

if the Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value will be the mean between the high bid and low asked prices for a Share for the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

(iii)

if the Shares are not readily tradable on an established securities market, the Fair Market Value will be determined in good faith by the Administrator.

Notwithstanding the preceding, for federal, state, and local income tax reporting purposes and for such other purposes as the Administrator deems appropriate, Fair Market Value shall be determined by the Administrator in accordance with uniform and nondiscriminatory standards adopted by it from time to time. In addition, the determination of Fair Market Value in all cases shall be in accordance with the requirements set forth under Code Section 409A to the extent necessary for an Award to comply with, or be exempt from, Code Section 409A. The Administrator’s determination shall be conclusive and binding on all persons.

(r)

“Incentive Stock Option” means a Stock Option intended to qualify as an incentive stock option within the meaning of Code Section 422 and the regulations promulgated thereunder.

(s)

“Non-Employee Director” means a Director who is a “non-employee director” within the meaning of Exchange Act Rule 16b-3.

(t)

“Nonqualified Stock Option” means a Stock Option that by its terms, or in operation, does not qualify or is not intended to qualify as an Incentive Stock Option.

(u)

“Other Stock-Based Awards” means any other awards not specifically described in the Plan that are valued in whole or in part by reference to, or are otherwise based on, Shares and are created by the Administrator pursuant to Section 11.

(v)

“Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Code Section 424(e).

(w)

“Participant” means the holder of an outstanding Award granted under the Plan.

(x)

“Period of Restriction” means the period during which the transfer of Restricted Stock is subject to restrictions and a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of certain performance criteria, or the occurrence of other events as determined by the Administrator.

(y)

“Plan” means this [Foxx Pubco] 2023 Equity Incentive Plan, as amended and restated.

(z)

“Restricted Stock” means Shares, subject to a Period of Restriction or certain other specified restrictions (including, without limitation, a requirement that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 9 or issued pursuant to the early exercise of a Stock Option.

(aa)

“Restricted Stock Unit” or “RSU” means an unfunded and unsecured promise to deliver Shares, cash, other securities, or other property, subject to certain restrictions (including, without limitation, a requirement that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 10.

(bb)

“Service” means service as a Service Provider. In the event of any dispute over whether and when Service has terminated, the Administrator shall have sole discretion to determine whether such termination has occurred and the effective date of such termination.

(cc)

“Service Provider” means an Employee, Director, or Consultant, including any prospective Employee, Director, or Consultant who has accepted an offer of employment or service and will be an Employee, Director, or Consultant after the commencement of their service.

(dd)

“Stock Appreciation Right” or “SAR” means an Award pursuant to Section 8 that is designated as a SAR.

(ee)

“Shares” means the Company’s shares of common stock, par value of $0.0001 per share.

(ff)

“Stock Option” means an option granted pursuant to the Plan to purchase Shares, whether designated as an Incentive Stock Option or a Nonqualified Stock Option.

(gg)

“Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Code Section 424(f).

(hh)

“Substitute Award” has the meaning set forth in Section 3(d).

Awards.

(a)

Award Types. The Plan permits the grant of Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, and Other Stock-Based Awards.

(b)

Award Agreements. Awards shall be evidenced by Award Agreements (which need not be identical) in such forms as the Administrator may from time to time approve; provided, however, that in the event of any conflict between the provisions of the Plan and any such Award Agreements, the provisions of the Plan shall prevail.

(c)

Date of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such later date as is determined by the Administrator, consistent with Applicable Laws. Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant.

(d)

Substitute Awards. In connection with an entity’s merger or consolidation with the Company, any Subsidiary, or the Company’s or any Subsidiary’s acquisition of an entity’s property or stock, the Administrator may grant Awards in substitution for any options or other stock or stock-based awards granted before such merger or consolidation by such entity or its affiliate. Substitute Awards may be granted on such terms as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute Awards will not count against the Plan Share Limit (nor shall Shares subject to a Substitute Award be added to the Shares available for Awards under the Plan as provided below in Section 4(c), (d), or (e) below), except that Shares acquired by exercise of substitute Incentive Stock Options will count against the maximum number of Shares that may be issued pursuant to the exercise of Incentive Stock Options under Section 4(f). Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan (so long as not adopted in contemplation of such acquisition or combination), the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan, and shall not reduce the Plan Share Limit (and Shares available for Awards under the Plan as provided below in Section 4(c), (d), or (e) below); provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Service Providers prior to such acquisition or combination.

4.	Shares Available for Awards.

(a)

Basic Limitation. Subject to the provisions of Section 14, the maximum aggregate number of Shares (including underlying Shares) that may be issued under the Plan is 20% of the aggregate number of Shares of Common Stock issued and outstanding immediately after the Closing (as calculated after giving effect to the Redemption) (the “Plan Share Limit”), provided that the issuance of awards (including any converted options of pre-existing option of Foxx prior to the closing) within one year of the Closing shall not exceed 50% of Plan Share Limit. The Shares subject to the Plan may be authorized, but unissued, or reacquired shares.

(b)

Awards Not Settled in Shares Delivered to Participant. Upon payment in Shares pursuant to the exercise or settlement of an Award, the number of Shares available for issuance under the Plan shall be reduced only by the number of Shares actually issued in such payment. If a Participant pays the exercise price (or purchase price, if applicable) of an Award through the tender of Shares, or if the Shares are tendered or withheld to satisfy any tax withholding obligations, the number of the Shares so tendered or withheld shall again be available for issuance pursuant to future Awards under the Plan, although such Shares shall not again become available for issuance as Incentive Stock Options.

(c)

Cash-Settled Awards. Shares shall not be deemed to have been issued pursuant to the Plan with respect to any portion of an Award that is settled in cash.

(d)

Lapsed Awards. If any outstanding Award expires or is terminated or canceled without having been exercised or settled in full, or if the Shares acquired pursuant to an Award subject to forfeiture or repurchase are forfeited or repurchased by the Company, the Shares allocable to the terminated portion of such Award or such forfeited or repurchased Shares shall again be available for grant under the Plan.

(e)

Code Section 422 Limitations. No more than [ ] Shares (subject to adjustment pursuant to Section 14) may be issued under the Plan upon the exercise of Incentive Stock Options.

(f)

Non-Employee Director Award Limit. Notwithstanding any provision to the contrary in the Plan or in any policy of the Company regarding Non-Employee Director compensation, the sum of the grant date fair value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of all equity-based Awards and the maximum amount that may become payable pursuant to all cash-based Awards that may be granted to a Service Provider as compensation for services as a Non-Employee Director during any calendar year shall not exceed [$_________] for such Service Provider’s first year of service as a Non-Employee Director and [$_______] for each year thereafter.

(g)

Share Reserve. The Company, during the term of the Plan, shall at all times keep available such number of Shares authorized for issuance as will be sufficient to satisfy the requirements of the Plan.

5.	Administration. The Plan will be administered by the Administrator.

(a)

Powers of the Administrator. Subject to the provisions of the Plan, the Administrator will have the authority, in its discretion to:

(i)

determine Fair Market Value;

(ii)

select the Service Providers to whom Awards may be granted;

(iii)

determine the type or types of Awards to be granted to Participants under the Plan and number of the Shares to be covered by each Award;

(iv)

approve forms of Award Agreements for use under the Plan;

(v)

determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting criteria or Periods of Restriction, any vesting acceleration or waiver of forfeiture or repurchase restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator, in its sole discretion, will determine;

(vi)

construe and interpret the terms of the Plan, any Award Agreement, and Awards granted pursuant to the Plan;

(vii)

prescribe, amend, and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws and/or qualifying for preferred tax treatment under applicable tax laws;

(viii)

modify or amend each Award (subject to Section 18(c)), including (A) the discretionary authority to extend the post-termination exercisability period of Awards and (B) accelerate the satisfaction of any vesting criteria or waiver of forfeiture or repurchase restrictions;

(ix)

allow Participants to satisfy withholding tax obligations by electing to have the Company withhold from the Shares or cash to be issued upon exercise or vesting of an Award that number of the Shares or cash having a Fair Market Value equal to the amount required to be withheld. The Fair Market Value of any Shares to be withheld will be determined on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares or cash withheld for this purpose will be made in such form and under such conditions as the Administrator may deem necessary or advisable;

(x)

authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator;

(xi)

allow a Participant to defer the receipt of the payment of cash or the delivery of the Shares that would otherwise be due to such Participant under an Award, subject to compliance (or exemption) from Code Section 409A;

(xii)

determine whether Awards will be settled in cash, Shares, other securities, other property, or in any combination thereof;

(xiii)

determine whether Awards will be adjusted for dividend equivalents;

(xiv)

create Other Stock-Based Awards for issuance under the Plan;

(xv)

impose such restrictions, conditions, or limitations as it determines appropriate as to the timing and manner of any resales by a Participant or other subsequent transfers by the Participant of any securities issued as a result of or under an Award, including without limitation, (A) restrictions under an insider trading policy, and (B) restrictions as to the use of a specified brokerage firm for such resales or other transfers; and

(xvi)

make all other determinations and take any other action deemed necessary or advisable for administering the Plan and due compliance with Applicable Laws, stock market or exchange rules or regulations or accounting or tax rules or regulations.

(b)

Prohibition on Repricing. Notwithstanding anything to the contrary in Section 5(a) and except for an adjustment pursuant to Section 14 or a repricing approved by shareholders, in no case may the Administrator (i) amend an outstanding Stock Option or SAR Award to reduce the exercise price of the Award, (ii) cancel, exchange, or surrender an outstanding Stock Option or SAR in exchange for cash or other awards for the purpose of repricing the Award, or (iii) cancel, exchange, or surrender an outstanding Stock Option or SAR in exchange for an option or SAR with an exercise price that is less than the exercise price of the original Award.

(c)

Section 16. To the extent desirable to qualify transactions hereunder as exempt under Exchange Act Rule 16b-3, the transactions contemplated hereunder will be approved by the entire Board or a committee of two or more Non-Employee Directors.

(d)

Delegation of Authority. Except to the extent prohibited by Applicable Laws, the Administrator may delegate to one or more officers of the Company some or all of its authority under the Plan, including the authority to grant all types of Awards, in accordance with Applicable Law (except that such delegation shall not apply to any Award for a Participant then covered by Section 16 of the Exchange Act), and the Administrator may delegate to one or more committees of the Board (which may consist solely of one Director) some or all of its authority under this Plan, including the authority to grant all types of Awards, in accordance with Applicable Law. Such delegation may be revoked at any time. The acts of such delegates shall be treated as acts of the Administrator, and such delegates shall report regularly to the Administrator regarding the delegated duties and responsibilities and any Awards granted.

(e)

Effect of Administrator’s Decision. The Administrator’s decisions, determinations, and interpretations will be final and binding on all persons, including Participants and any other holders of Awards.

Eligibility. The Administrator has the discretion to select any Service Provider to receive an Award, although Incentive Stock Options may be granted only to Employees. Designation of a Participant in any year shall not require the Administrator to designate such person to receive an Award in any other year or, once designated, to receive the same type or amount of Award as granted to the Participant in any other year. The Administrator shall consider such factors as it deems pertinent in selecting Participants and in determining the type and amount of their respective Awards.

Stock Options. The Administrator, at any time and from time to time, may grant Stock Options under the Plan to Service Providers. Each Stock Option shall be subject to such terms and conditions consistent with the Plan as the Administrator may impose from time to time, subject to the following limitations:

(a)

Exercise Price. The per share exercise price for Shares to be issued pursuant to exercise of a Stock Option will be determined by the Administrator, but shall be no less than 100% of the Fair Market Value per Share on the date of grant, subject to Section 7(e). Notwithstanding the foregoing, in the case of a Stock Option that is a Substitute Award, the exercise price for Shares subject to such Stock Option may be less than the Fair Market Value per Share on the date of grant; provided that the exercise price of any Substitute Award shall be determined in accordance with the applicable requirements of Code Sections 424 and 409A.

(b)

Exercise Period. Stock Options granted under the Plan shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Administrator; provided, however, that no Stock Option shall be exercisable later than ten (10) years after the date it is granted. Stock Options shall terminate at such earlier times and upon such conditions or circumstances as the Administrator shall in its discretion set forth in such Award Agreement at the date of grant; provided, however, the Administrator may, in its sole discretion, later waive any such condition.

(c)

Payment of Exercise Price. To the extent permitted by Applicable Laws, the Participant may pay the Stock Option exercise price by:

(i)

cash;

(ii)

check;

(iii)

surrender of other Shares which meet the conditions established by the Administrator to avoid adverse accounting consequences to the Company (as determined by the Administrator);

(iv)

if approved by the Administrator, as determined in its sole discretion, by a broker-assisted cashless exercise in accordance with procedures approved by the Administrator, whereby payment of the exercise price may be satisfied, in whole or in part, with Shares subject to the Stock Option by delivery of an irrevocable direction to a securities broker (on a form prescribed by the Administrator) to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate exercise price;

(v)

if approved by the Administrator for a Nonqualified Stock Option, as determined in its sole discretion, by delivery of a notice of “net exercise” to the Company, pursuant to which the Participant shall receive the number of Shares underlying the Stock Option so exercised reduced by the number of Shares equal to the aggregate exercise price of the Stock Option divided by the Fair Market Value on the date of exercise;

(vi)

such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; or

(vii)

any combination of the foregoing methods of payment.

(d)

Exercise of Stock Option.

(i)

Procedure for Exercise. Any Stock Option granted hereunder will be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. A Stock Option may not be exercised for a fraction of a Share. Exercising a Stock Option in any manner will decrease the number of Shares thereafter available for purchase under the Stock Option, by the number of Shares as to which the Stock Option is exercised.

(ii)

Exercise Requirements. A Stock Option will be deemed exercised when the Company receives: (A) written or electronic notice of exercise (in accordance with the Award Agreement) from the person entitled to exercise the Stock Option, and (B) full payment of the exercise price (including provision for any applicable tax withholding).

(iii)

Non-Exempt Employees. If a Stock Option is granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended, the Stock Option will not be first exercisable for any Shares until at least six (6) months following the date of grant of the Stock Option (although the Stock Option may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity Act, (A) if such non-exempt Employee dies or suffers a Disability, (B) upon a Change in Control in which such Stock Option is not assumed, continued, or substituted, or (C) upon the Participant’s retirement (as such term may be defined in the Participant’s Award Agreement, in another agreement between the Participant and the Company, or, if no such definition, in accordance with the then current employment policies and guidelines of the Company or employing Subsidiary), the vested portion of any Stock Option may be exercised earlier than six (6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of a Stock Option will be exempt from the Participant’s regular rate of pay. To the extent permitted and/or required for compliance with the Worker Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection with the exercise, vesting, or issuance of any Shares under any other Award will be exempt from the employee’s regular rate of pay, the provisions of this Section 7(d)(iii) will apply to all Awards and are hereby incorporated by reference into such Award Agreements.

(iv)

Termination of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, the Participant may exercise the Stock Option within such period of time as is specified in the Award Agreement to the extent that the Stock Option is vested on the date of termination (but in no event later than the expiration of the term of such Stock Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Stock Option will remain exercisable for three (3) months (or twelve (12) months in the case of termination on account of Disability or death) following the Participant’s termination. If a Participant commits an act of Cause, all vested and unvested Stock Options shall be forfeited as of such date. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to a Stock Option, the Shares covered by the unvested portion of the Stock Option will be forfeited and will revert to the Plan and again will become available for grant under the Plan. If after termination, the Participant does not exercise a Stock Option as to all of the vested Shares within the time specified by the Administrator, the Stock Option will terminate, and remaining Shares covered by such Stock Option will be forfeited and will revert to the Plan and again will become available for grant under the Plan.

(v)

Extension of Exercisability. A Participant may not exercise a Stock Option at any time that the issuance of Shares upon such exercise would violate Applicable Laws. Except as otherwise provided in the Award Agreement, if a Participant ceases to be a Service Provider for any reason other than for Cause and, at any time during the last thirty (30) days of the applicable post-termination exercise period: (A) the exercise of the Participant’s Stock Option would be prohibited solely because the issuance of Shares upon such exercise would violate Applicable Laws, or (B) the immediate sale of any Shares issued upon such exercise would violate the Company’s trading policy, then the applicable post-termination exercise period will be extended to the last day of the calendar month that commences following the date the Award would otherwise expire, with an additional extension of the exercise period to the last day of the next calendar month to apply if any of the foregoing restrictions apply at any time during such extended exercise period, generally without limitation as to the maximum permitted number of extensions); provided, however, that in no event may such Award be exercised after the expiration of its maximum term.

(vi)

Beneficiary. If a Participant dies while a Service Provider, the Stock Option may be exercised following the Participant’s death by the Participant’s designated beneficiary, provided such beneficiary has been designated and received by the Administrator prior to the Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been properly designated by the Participant, then such Stock Option may be exercised by the personal representative of the Participant’s estate or by the persons to whom the Stock Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution.

(vii)

Shareholder Rights. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent or depositary of the Company), no right to vote or receive dividends or any other rights as a shareholder will exist with respect to the Shares, notwithstanding the exercise of the Stock Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 14 or the applicable Award Agreement.

(e)

Incentive Stock Option Limitations.

(i)

Each Stock Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonqualified Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company, its Parent, or any Subsidiary) exceeds $100,000, such Stock Options will be treated as Nonqualified Stock Options. For purposes of this Section 7(e)(i), Incentive Stock Options will be taken into account in the order in which they were granted. The Fair Market Value of the Shares will be determined as of the time the Stock Option is granted.

(ii)

In the case of an Incentive Stock Option, the term will be ten (10) years from the date of grant or such shorter term as may be provided in the Award Agreement. Moreover, in the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns shares representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, its Parent, or any Subsidiary, the term of the Incentive Stock Option will be five (5) years from the date of grant or such shorter term as may be provided in the Award Agreement.

(iii)

No Stock Option shall be treated as an Incentive Stock Option unless this Plan has been approved by the shareholders of the Company in a manner intended to comply with the shareholder approval requirements of Code Section 422(b)(1), provided that any Stock Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Stock Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained.

(iv)

In the case of an Incentive Stock Option, the terms and conditions of such grant shall be subject to and comply with such rules as may be prescribed by Code Section 422. If for any reason a Stock Option intended to be an Incentive Stock Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Stock Option or portion thereof shall be regarded as a Nonqualified Stock Option appropriately granted under this Plan.

Stock Appreciation Rights. The Administrator, at any time and from time to time, may grant SARs to Service Providers. Each SAR shall be subject to such terms and conditions, consistent with the Plan, as the Administrator may impose from time to time, subject to the following limitations:

(a)

SAR Award Agreement. Each SAR Award will be evidenced by an Award Agreement that will specify the exercise price, the term of the SAR, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine.

(b)

Number of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any SAR Award.

(c)

Exercise Price and Other Terms. The per share exercise price for the Shares that will determine the amount of the payment to be received upon exercise of a SAR will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. Notwithstanding the foregoing, in the case of a SAR that is a Substitute Award, the exercise price for Shares subject to such SAR may be less than the Fair Market Value per Share on the date of grant; provided that the exercise price of any Substitute Award shall be determined in accordance with the applicable requirements of Code Sections 424 and 409A. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of SARs granted under the Plan.

(d)

Expiration of Stock Appreciation Rights. A SAR granted under the Plan will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 7(d) relating to the maximum term and exercise also will apply to SARs.

(e)

Payment of Stock Appreciation Right Amount. Upon exercise of a SAR, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying:

(i)

The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times

(ii)

The number of Shares with respect to which the SAR is exercised.

(f)

Payment Form. At the discretion of the Administrator, the payment upon SAR exercise may be in cash, in Shares, other securities, or other property of equivalent value, or in some combination thereof.

(g)

Tandem Awards. Any Stock Option granted under this Plan may include tandem SARs (i.e., SARs granted in conjunction with an Award of Stock Options under this Plan). The Administrator also may award SARs to a Service Provider independent of any Stock Option.

Restricted Stock. The Administrator, at any time and from time to time, may grant Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine, subject to the following limitations:

(a)

Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction and the applicable restrictions, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Restricted Stock may be awarded in consideration for (i) cash, check, bank draft or money order payable to the Company, (ii) past services to the Company, its Parent, or any Subsidiary, or (iii) any other form of legal consideration (including future services) that may be acceptable to the Administrator, in its sole discretion, and permissible under Applicable Laws.

(b)

Removal of Restrictions. Unless the Administrator determines otherwise, Restricted Stock will be held by the Company as escrow agent until the restrictions on such Restricted Stock have lapsed. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed.

(c)

Voting Rights. During the Period of Restriction, a Participant holding Restricted Stock may exercise the voting rights applicable to those restricted Shares, unless the Administrator determines otherwise.

(d)

Dividends and Other Distributions. During the Period of Restriction, a Participant holding Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Restricted Stock unless otherwise provided in the Award Agreement. If any such dividends or distributions are paid in Shares, such Shares will be subject to the same restrictions on transferability and forfeitability as the Restricted Stock with respect to which they were paid.

(e)

Transferability. Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.

(f)

Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will be forfeited and will revert to the Company and again will become available for grant under the Plan.

10.

Restricted Stock Units (RSUs). The Administrator, at any time and from time to time, may grant RSUs under the Plan to Service Providers. Each RSU shall be subject to such terms and conditions, consistent with the Plan, as the Administrator may impose from time to time, subject to the following limitations:

(a)

RSU Award Agreement. Each Award of RSUs will be evidenced by an Award Agreement that will specify the terms, conditions, and restrictions related to the grant, including the number of RSUs and such other terms and conditions as the Administrator, in its sole discretion, will determine.

(b)

Vesting Criteria and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, will determine the number of RSUs that will be paid out to the Participant. The Administrator may set vesting criteria based upon the achievement of Company wide, business unit, or individual goals (including, but not limited to, continued employment or Service), or any other basis determined by the Administrator in its discretion.

(c)

Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as determined by the

Administrator. Notwithstanding the foregoing, at any time after the grant of RSUs, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.

(d)

Form and Timing of Payment. Payment of earned RSUs will be made as soon as practicable after the date(s) determined by the Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may settle earned RSUs in cash, Shares, other securities, other property, or a combination of both.

(e)

Voting and Dividend Equivalent Rights. The holders of RSUs shall have no voting rights as the Company’s shareholders. Prior to settlement or forfeiture, RSUs awarded under the Plan may, at the Administrator’s discretion, provide for a right to dividend equivalents. Such right entitles the holder to be credited with an amount equal to all dividends paid on one Share while the RSU is outstanding. Dividend equivalents may be converted into additional RSUs. Settlement of dividend equivalents may be made in the form of cash, Shares, other securities, other property, or in a combination of the foregoing. Prior to distribution, any dividend equivalents shall be subject to the same conditions and restrictions as the RSUs to which they attach.

(f)

Cancellation. On the date set forth in the Award Agreement, all unearned RSUs will be forfeited to the Company.

11.

Other Stock-Based Awards. Other Stock-Based Awards may be granted either alone, in addition to, or in tandem with, other Awards granted under the Plan and/or cash awards made outside of the Plan. The Administrator shall have authority to determine the Service Providers to whom and the time or times at which Other Stock-Based Awards shall be made, the amount of such Other Stock-Based Awards, and all other conditions of the Other Stock-Based Awards including any dividend and/or voting rights.

12.

Vesting.

(a)

Vesting Conditions. Each Award may or may not be subject to vesting, a Period of Restriction, and/or other conditions as the Administrator may determine. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Award Agreement. Vesting conditions may include Service-based conditions, performance-based conditions, such other conditions as the Administrator may determine, or any combination thereof. An Award Agreement may provide for accelerated vesting upon certain specified events.

(b)

Performance Criteria. The Administrator may establish performance-based conditions for an Award which may be based on the attainment of specific levels of performance of the Company (and/or one or more Subsidiaries, divisions, business segments or operational units, or any combination of the foregoing) and may include, without limitation, any of the following: (i) net earnings or net income (before or after taxes); (ii) basic or diluted earnings per share (before or after taxes); (iii) revenue or revenue growth (measured on a net or gross basis); (iv) gross profit or gross profit growth; (v) operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on assets, capital, invested capital, equity, or sales); (vii) cash flow (including, but not limited to, operating cash flow, free cash flow, net cash provided by operations and cash flow return on capital); (viii) financing and other capital raising transactions (including, but not limited to, sales of the Company’s equity or debt securities); (ix) earnings before or after taxes, interest, depreciation and/or amortization; (x) gross or operating margins; (xi) productivity ratios; (xii) share price (including, but not limited to, growth measures and total shareholder return); (xiii) expense targets; (xiv) margins; (xv) productivity and operating efficiencies; (xvi) customer satisfaction; (xvii) customer growth; (xviii) working capital targets; (xix) measures of economic value added; (xx) inventory control; (xxi) enterprise value; (xxii) sales; (xxiii) debt levels and net debt; (xxiv) combined ratio; (xxv) timely launch of new facilities; (xxvi) client retention; (xxvii) employee retention; (xxviii) timely completion of new product rollouts; (xxix) cost targets; (xxx) reductions and savings; (xxxi) productivity and efficiencies; (xxxii) strategic partnerships or transactions; and (xxxiii) personal targets, goals or completion of projects. Any one or more of the performance criteria may be used on an absolute or relative basis to measure the performance of the Company and/or one or more Subsidiaries as a whole or any business unit(s) of the Company and/or one or more Subsidiaries or any combination thereof, as the Administrator may deem appropriate, or any of the above performance criteria may be compared to the performance of a selected group of comparison or peer companies, or a published or special index that the Administrator, in its sole discretion, deems appropriate, or as compared to various stock market indices. The Administrator also has the authority to provide for accelerated vesting of any Award based on the achievement of performance criteria specified in this paragraph. Any performance criteria that are financial metrics, may be determined in accordance with United States Generally Accepted Accounting Principles (“GAAP”) or may be adjusted when established to include or exclude any items otherwise includable or excludable under GAAP.

(c)

Default Vesting. Unless otherwise set forth in an individual Award Agreement, each Award shall vest over a [three (3) year period, with one-third (1/3) of the Award vesting on the first annual anniversary] of the date of grant and the remaining portion vesting [monthly/quarterly] thereafter.

(d)

Leaves of Absence. Unless the Administrator provides otherwise, vesting of Awards granted hereunder will be suspended during any Employee’s unpaid leave of absence and will resume on the date the Employee returns to work on a regular schedule as determined by the Administrator; provided, however, that no vesting credit will be awarded for the time vesting has been suspended during such leave of absence. A Service Provider will not cease to be an Employee in the case of (i) any leave of absence approved by the Company or the employing Subsidiary, although any leave of absence not provided for in the applicable employee manual of the Company or employing Subsidiary needs to be approved by the Administrator, or (ii) transfers between locations of the Company or between the Company, its Parent, or any Subsidiary. For purposes of Incentive Stock Options, no leave of absence may exceed ninety (90) days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company or employing Subsidiary is not so guaranteed, then three (3) months following the 91st day of such leave any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and will be treated for federal tax purposes as a Nonqualified Stock Option.

(e)

In the event a Service Provider’s regular level of time commitment in the performance of services for the Company, its Parent, or any Subsidiary is reduced (for example, and without limitation, if the Service Provider is an Employee of the Company and the Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Service Provider, the Administrator has the right in its sole discretion to (i) make a corresponding reduction in the number of Shares subject to any portion of such Award that is scheduled to vest or become payable after the date of such change in time commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the event of any such reduction, the Service Provider will have no right with respect to any portion of the Award that is so reduced or extended.

13.

Non-Transferability of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner, except to the Participant’s estate or legal representative, and may be exercised, during the lifetime of the Participant, only by the Participant, although the Administrator, in its discretion, may permit Award transfers for purposes of estate planning or charitable giving. If the Administrator makes an Award transferable, such Award will contain such additional terms and conditions as the Administrator deems appropriate.

14.

Adjustments; Dissolution or Liquidation; Change in Control.

(a)

Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, share split, reverse share split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs such that an adjustment is determined by the Administrator (in its sole discretion) to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Administrator shall, in such manner as it may deem equitable, adjust the number and class of Shares which may be delivered under the Plan, the number, class and price of Shares subject to outstanding awards, and the numerical limits in Section 4. Notwithstanding the preceding, the number of Shares subject to any Award always shall be a whole number.

(b)

Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. The Administrator in its discretion may provide for a Participant to have the right to exercise an Award, to the extent applicable, until ten (10) days prior to such transaction as to all of the Shares covered thereby, including Shares as to which the Award would not otherwise be exercisable. In addition, the Administrator may provide that any Company repurchase option or forfeiture rights applicable to any Award shall lapse 100%, and that any Award vesting shall accelerate 100%, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously vested and, if applicable, exercised, an Award will terminate immediately prior to the consummation of such proposed action.

(c)

Change in Control.

(i)

In the event of a Change in Control, each outstanding Award shall be assumed or an equivalent award substituted by the acquiring or successor corporation or a parent of the acquiring or successor corporation.

(ii)

Unless determined otherwise by the Administrator, in the event that the successor corporation refuses to assume or substitute for the Award, the Participant shall fully vest in and have the right to exercise the Award as to all of the Shares, including those as to which it would not otherwise be vested or exercisable, all applicable restrictions will lapse, and all performance objectives and other vesting criteria will be deemed achieved at targeted levels. If a Stock Option is not assumed or substituted in the event of a Change in Control, the Administrator shall notify the Participant in writing or electronically that the Stock Option shall be exercisable, to the extent vested, for a period of up to fifteen (15) days from the date of such notice, and the Stock Option shall terminate upon the expiration of such period.

(iii)

For the purposes of this Section 14(c), the Award shall be considered assumed if, following the Change in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether shares, cash, or other securities or property) received in the Change in Control by holders of Shares for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change in Control is not solely common shares of the acquiring or successor corporation or its parent, the Administrator may, with the consent of the acquiring or successor corporation, provide for the consideration to be received, for each Share subject to the Award, to be solely common shares of the acquiring or successor corporation or its parent equal in fair market value to the per share consideration received by holders of Shares in the Change in Control. Payments under this provision may be delayed to the same extent that payment of consideration to the holders of the Shares in connection with the Change in Control is delayed as a result of escrows, earn outs, holdbacks, or any other contingencies. Notwithstanding anything herein to the contrary, an Award that vests, is earned, or is paid out upon the satisfaction of one or more performance goals will not be considered assumed if the Company or the acquiring or successor corporation modifies any of such performance goals without the Participant’s consent; provided, however, that a modification to such performance goals only to reflect the acquiring or successor corporation’s post-Change in Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption.

15.

Taxes.

(a)

General. It is a condition to each Award under the Plan that a Participant or such Participant’s successor shall make such arrangements that may be necessary, in the opinion of the Administrator or the Company, for the satisfaction of any federal, state, local, or foreign withholding tax obligations that arise in connection with any Award granted under the Plan. The Company shall not be required to issue any Shares or make any cash payment under the Plan unless such obligations are satisfied.

(b)

Share Withholding. To the extent that Applicable Laws subject a Participant to tax withholding obligations, the Administrator may permit such Participant to satisfy all or part of such obligations by having the Company, its Parent, or a Subsidiary withhold all or a portion of any Share that otherwise would be issued to such Participant or by surrendering all or a portion of any Share that the Participant previously acquired. Such Share shall be valued on the date withheld or surrendered. Any payment of taxes by assigning Shares to the Company, its Parent, or a Subsidiary may be subject to restrictions, including any restrictions required by the Securities and Exchange Commission, accounting, or other rules.

(c)

Discretionary Nature of Plan. The benefits and rights provided under the Plan are wholly discretionary and, although provided by the Company, do not constitute regular or periodic payments. Unless otherwise required by Applicable Laws, the benefits and rights provided under the Plan are not to be considered part of a Participant’s salary or compensation or for purposes of calculating any severance, resignation, redundancy or other end of service payments, vacation, bonuses, long-term service awards, indemnification, pension or retirement benefits, or any other payments, benefits, or rights of any kind. By acceptance of an Award, a Participant waives any and all rights to compensation or damages as a result of the termination of Service for any reason whatsoever insofar as those rights result or may result from this Plan or any Award.

(d)

Code Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Code Section 409A and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section 409A, the Award will be granted, paid, settled, or deferred in a manner that will meet the requirements of Code Section 409A, such that the grant, payment, settlement, or deferral will not be subject to the additional tax or interest applicable under Code Section 409A.

(e)

Deferral of Award Settlement. The Administrator, in its discretion, may permit selected Participants to elect to defer distributions of Restricted Stock or RSUs in accordance with procedures established by the Administrator to assure that such deferrals comply with applicable requirements of the Code. Any deferred distribution, whether elected by the Participant or specified by the Award Agreement or the Administrator, shall comply with Code Section 409A, to the extent applicable.

(f)

Limitation on Liability. Neither the Company, nor its Parent, nor any Subsidiary, nor any person serving as Administrator shall have any liability to a Participant in the event an Award held by the Participant fails to achieve its intended characterization under applicable tax law.

16.

No Rights as a Service Provider. Neither the Plan, nor an Award Agreement, nor any Award shall confer upon a Participant any right with respect to continuing a relationship as a Service Provider, nor shall they interfere in any way with the right of the Participant or the right of the Company, its Parent, or any Subsidiary to terminate such relationship at any time, with or without cause.

17.

Recoupment Policy. All Awards granted under the Plan, all amounts paid under the Plan and all Shares issued under the Plan shall be subject to recoupment, clawback, or recovery by the Company in accordance with Applicable Laws and with Company policy (whenever adopted) regarding same, whether or not such policy is intended to satisfy the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Sarbanes-Oxley Act, or other Applicable Laws, as well as any implementing regulations and/or listing standards.

18. Amendment and Termination of the Plan.

(a)

Amendment and Termination. The Board may at any time amend, alter, suspend, or terminate the Plan.

(b)

Shareholder Approval. The Company may obtain shareholder approval of any Plan amendment to the extent necessary or, as determined by the Administrator in its sole discretion, desirable to comply with Applicable Laws, including any amendment that (i) increases the number of Shares available for issuance under the Plan or (ii) changes the persons or class of persons eligible to receive Awards.

(c)

Effect of Amendment or Termination. No amendment, alteration, suspension, or termination of the Plan will materially impair the rights of any Participant with respect to outstanding Awards, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan will not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

19. Conditions Upon Issuance of Shares.

(a)

Legal Compliance. Shares will not be issued pursuant to an Award unless the exercise of such Award and the issuance and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance.

(b)

Investment Representations. As a condition to the exercise or receipt of an Award, the Company may require the person exercising or receiving such Award to represent and warrant at the time of any such exercise or receipt that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required or desirable.

20.

Severability. Notwithstanding any contrary provision of the Plan or an Award Agreement, if any one or more of the provisions (or any part thereof) of this Plan or an Award Agreement shall be held invalid, illegal, or unenforceable in any respect, such provision shall be modified so as to make it valid, legal, and enforceable, and the validity, legality, and enforceability of the remaining provisions (or any part thereof) of the Plan or Award Agreement, as applicable, shall not in any way be affected or impaired thereby.

21.

Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority will not have been obtained.

22.

Shareholder Approval. The Plan will be subject to approval by the shareholders of the Company within twelve (12) months after the date the Plan is adopted. Such shareholder approval will be obtained in the manner and to the degree required under Applicable Laws. All Awards hereunder are contingent on approval of the Plan by shareholders. Notwithstanding any other provision of this Plan, if the Plan is not approved by the shareholders within twelve (12) months after the date the Plan is adopted, the Plan and any Awards hereunder shall be automatically terminated.

23.

Choice of Law. The Plan will be governed by and construed in accordance with the internal laws of the State of Delaware, without reference to any choice of law principles.

24.

Effective Date.

(a)

The Plan shall be effective as of_________________ ___, 20__, the date on which the Plan was adopted by the Board and the Company’s shareholders (the “Effective Date”).

(b)

Unless terminated earlier under Section 18, this Plan shall terminate on ___, 20__, ten years after the Effective Date.

Exhibit 10.27

LOCK-UP AGREEMENT

This Lock-Up Agreement (this “Agreement”) is dated as of September 26, 2024, by and between the shareholder set forth on the signature page to this Agreement (the “Holder”) and Foxx Development Holdings Inc. (f.k.a. Acri Capital Merger Sub I Inc.), a Delaware corporation and wholly-owned subsidiary of the Parent (the “Purchaser”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Business Combination Agreement (as defined below).

BACKGROUND

A. The Purchaser has entered into a certain Business Combination Agreement, dated as of February 18, 2024 (the “Business Combination Agreement”), with Acri Capital Acquisition Corporation, a Delaware corporation (the “Parent”), Foxx Development Inc., a Texas corporation (the “Company”), and Acri Capital Merger Sub II, Inc., a Delaware corporation and wholly-owned subsidiary of the Purchaser (“Merger Sub”); and

B. the Business Combination Agreement provides for, among other things, (i) Merger Sub merging with and into the Company, with the Merger Sub surviving as the surviving company in such merger, and (ii) the Company Common Stock issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) being cancelled in exchange for the right to receive Closing Payment Stock and the Earnout Shares if issuable, in each case, in accordance with the terms and subject to the conditions set forth in the Business Combination Agreement; and

C. the Holder is the record and/or beneficial owner of Company Common Stock and is therefore entitled to receive the corresponding number of Closing Payment Stock and Earnout Shares (if any) pursuant to the Business Combination Agreement; and

D. as a condition of, and as a material inducement for the Purchaser to enter into and consummate the transactions contemplated by, the Business Combination Agreement, the Holder has agreed to execute and deliver this Agreement on or before the Closing Date.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:

AGREEMENT

1. Lock-Up.

a. During the Lock-up Period (as defined below), the Holder irrevocably agrees that he or she will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Lock-up Shares (as defined below) (including any securities convertible into, or exchangeable for, or representing the rights to receive, Lock-up Shares), enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such Lock-up Shares, whether any of these transactions are to be settled by delivery of any such Lock-up Shares, in cash or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined below) with respect to any security of the Purchaser.

b. In furtherance of the foregoing, the Purchaser will (i) place an irrevocable stop order on all Purchaser Common Stock which are Lock-up Shares, including those which may be covered by a registration statement, and (ii) notify the Purchaser’s transfer agent in writing of the stop order and the restrictions on such Lock-up Shares under this Agreement and direct the Purchaser’s transfer agent not to process any attempts by the Holder to resell or transfer any Lock-up Shares, except in compliance with this Agreement.

c. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.

d. For purposes of this Agreement, the “Lock-up Period” means the earlier of (A) six months after the consummation of the Business Combination, (B) the date on which the Purchaser completes a liquidation, merger, stock exchange or other similar transaction after the Business Combination that results in all of Purchaser’s stockholders having the right to exchange their shares of common stock for cash, securities or other property, or (C) the date on which the last reported sale price of the Purchaser’s Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the completion of Business Combination.

The restrictions set forth herein shall not apply to: (1) in the case of a corporation, limited liability company, partnership, trust or other entity, transfers or distributions to the Holder’s current general or limited partners, managers or members, stockholders, beneficiaries, other equity holders or to direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended); (2) transfers by bona fide gift to a charity or to members of the Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse (or spousal equivalent), the siblings of such person and his or her spouse (or spousal equivalent), and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses (or equivalent) and siblings) or to a trust, the beneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposes; (3) by virtue of the laws of descent and distribution upon death of the Holder; (4) pursuant to a qualified domestic relations order, provided that in each case (i) such transferee, distributee or devisee shall agree to be bound in writing by the terms of this Agreement prior to such transfer or disposition; (ii) such transfer or disposition shall not involve a disposition for value; (iii) any required public report or filing (including filings under the Exchange Act) shall disclose the nature of such transfer or disposition and that the Lock-up Shares remain subject to the lock-up restrictions herein; and (iv) there shall be no voluntary public disclosure or other announcement of such transfer or disposition; (5) transactions relating to the Purchaser Common Stock or other securities convertible into or exercisable or exchangeable for Purchaser Common Stock acquired in open market transactions after the Closing; (6) the exercise of any options or warrants to purchase Purchaser Common Stock (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis); or (7) Transfers to Purchaser to satisfy tax withholding obligations pursuant to Purchaser’s equity incentive plans or arrangements; (8) the entry, by Holder, at any time after the Closing, of any trading plan providing for the sale of Purchaser Common Stock by Holder, which trading plan meets the requirements of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, provided, however, that such plan does not provide for, or permit, the sale of any Purchaser Common Stock during the Lock-Up Period and no public announcement or filing is voluntarily made or required regarding such plan during the Lock-Up Period.

e. In addition to any legends required by applicable law, each certificate representing the Lock-up Shares now owned or that may hereafter be acquired by the Holders shall bear a legend substantially in the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER RESTRICTIONS PURSUANT TO THE LOCK-UP AGREEMENTS BETWEEN ACRI CAPITAL MERGER SUB I INC. AND THE OTHER PARTIES THERETO AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED WHILE THE TRANSFER RESTRICTIONS CEASE TO BE IN EFFECT PURSUANT TO THE TERMS SET FORTH IN THE LOCK-UP AGREEMENT.

2. Representations and Warranties

Each of the parties hereto, by their respective execution and delivery of this Agreement, hereby represents and warrants to the others and to all third party beneficiaries of this Agreement that (a) such party has the full right, capacity and authority to enter into, deliver and perform its respective obligations under this Agreement, (b) this Agreement has been duly executed and delivered by such party and is the binding and enforceable obligation of such party, enforceable against such party in accordance with the terms of this Agreement, and (c) the execution, delivery and performance of such party’s obligations under this Agreement will not conflict with or breach the terms of any other agreement, contract, commitment or understanding to which such party is a party or to which the assets or securities of such party are bound. The Holder has independently evaluated the merits of its decision to enter into and deliver this Agreement, and such Holder confirms that it has not relied on the advice of the Purchaser, the Purchaser’s legal counsel, or any other person.

3. Beneficial Ownership

The Holder hereby represents and warrants that as of the date hereof, it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any shares of capital stock of the Purchaser, or any economic interest in or derivative of such stock, other than 2,156,250 shares of common stock of the Purchaser (the “Lock-up Shares”) and certain warrants to purchase common stock of the Purchaser.

4. No Additional Fees/Payment.

Other than the consideration specifically referenced herein, the parties hereto agree that no fee, payment or additional consideration in any form has been or will be paid to the Holder in connection with this Agreement.

5. Notices.

Any notices required or permitted to be sent hereunder shall be delivered personally or by courier service to the following addresses, or such other address as any party hereto designates by written notice to the other party. Provided, however, a transmission per telefax or email shall be sufficient and shall be deemed to be properly served when the telefax or email is received if the signed original notice is received by the recipient within three (3) calendar days thereafter.

(a) If to the Purchaser:

Foxx Development Holdings Inc.

15375 Barranca Parkway C106

Irvine, California

Gregory Foley

greg.foley@foxxusa.com

With a copy (which shall not constitute notice) to:

Robinson & Cole LLP

666 Third Avenue, 20^th Floor

New York, NY 10017

Attn: Arila E. Zhou, Esq.

Email: azhou@rc.com

(b) If to the Holder, to the address set forth on the Holder’s signature page hereto, or to such other address as any party may have furnished to the others in writing in accordance herewith.

6. Enumeration and Headings

The enumeration and headings contained in this Agreement are for convenience of reference only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.

7. Counterparts

8. This Agreement may be executed in facsimile and in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all of which shall together constitute one and the same agreement.

9. Termination of Business Combination Agreement. Notwithstanding anything to the contrary contained herein, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect upon the earlier of (i) the termination of the Business Combination Agreement pursuant to its terms and (ii) the date on which none of Purchaser, the Purchaser or any Holder of Lock-up Shares has any rights or obligations hereunder.

10. Successors and Assigns

This Agreement and the terms, covenants, provisions and conditions hereof shall be binding upon, and shall inure to the benefit of, the respective heirs, successors and assigns of the parties hereto. The Holder hereby acknowledges and agrees that this Agreement is entered into for the benefit of and is enforceable by the Purchaser and its successors and assigns.

11. Severability

If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision will be conformed to prevailing law rather than voided, if possible, in order to achieve the intent of the parties and, in any event, the remaining provisions of this Agreement shall remain in full force and effect and shall be binding upon the parties hereto.

12. Amendment

This Agreement may be amended or modified by written agreement executed by each of the parties hereto.

13. Further Assurances

Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

14. No Strict Construction

The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

15. Dispute Resolution

Section 12.14 of the Business Combination Agreement regarding jurisdiction and waiver of jury trial is incorporated by reference herein to apply with full force to any disputes arising under this Agreement.

16. Governing Law

The terms and provisions of this Agreement shall be construed in accordance with the laws of the State of Delaware.

17. Controlling Agreement

To the extent the terms of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) directly conflicts with a provision in the Business Combination Agreement, the terms of this Agreement shall control.

[Remainder of page intentionally left blank; signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

	Foxx DevelopMent Holdings Inc.

	By:	/s/ Gregory Foley
	Name:	Gregory Foley
	Title:	Chief Executive Officer

[Signature Page to Lock-Up Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

	Acri Capital Sponsor LLC

	By:	/s/ “Joy” Yi Hua
	Name:	“Joy” Yi Hua
	Title:	Director

	Notice Address

	13284 Pond Springs Rd, Ste 405
	Austin, Texas 78729

	Email:

	acri.capital@gmail.com

[Signature Page to Lock-Up Agreement]

Exhibit 10.28

LOCK-UP AGREEMENT

BACKGROUND

AGREEMENT

1. Lock-Up.

2. Representations and Warranties

3. Beneficial Ownership

The Holder hereby represents and warrants that as of the date hereof, it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any shares of capital stock of the Purchaser, or any economic interest in or derivative of such stock, other than the Closing Payment Stock. For purposes of this Agreement, the Closing Payment Stock beneficially owned by the Holder, together with any Earnout Shares acquired during the Lock-up Period, if any, are collectively referred to as the “Lock-up Shares.”

4. No Additional Fees/Payment.

5. Notices.

(a) If to the Purchaser:

Foxx Development Holdings Inc.

15375 Barranca Parkway C106

Irvine, California

Gregory Foley

greg.foley@foxxusa.com

With a copy (which shall not constitute notice) to:

Robinson & Cole LLP

666 Third Avenue, 20^th Floor

New York, NY 10017

Attn: Arila E. Zhou, Esq.

Email: azhou@rc.com

(b) If to the Holder, to the address set forth on the Holder’s signature page hereto, or to such other address as any party may have furnished to the others in writing in accordance herewith.

6. Enumeration and Headings

The enumeration and headings contained in this Agreement are for convenience of reference only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.

7. Counterparts

10. Successors and Assigns

11. Severability

12. Amendment

This Agreement may be amended or modified by written agreement executed by each of the parties hereto.

13. Further Assurances

14. No Strict Construction

The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

15. Dispute Resolution

16. Governing Law

The terms and provisions of this Agreement shall be construed in accordance with the laws of the State of Delaware.

17. Controlling Agreement

[Remainder of page intentionally left blank; signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

	Foxx DevelopMent Holdings Inc.

	By:	/s/ Greg Foley
	Name:	Gregory Foley
	Title:	Chief Executive Officer

[Signature Page to Lock-Up Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

	BRR Investment Holding Corp.

	By:	/s/ Chunni Ren
	Name:	Chunni Ren
	Title:	Director

	Notice Address

	Royal Palms Professional Building 9053 Estate Thomas, STE.101
	St. Thomas, U.S.Virgin Islands, 0802

	Email:

	Chunni.ren@foxxusa.com

[Signature Page to Lock-Up Agreement]

Exhibit 10.29

SECURITIES ESCROW AGREEMENT

This SECURITIES ESCROW AGREEMENT (this “Agreement”) made as of the 26th day of September, 2024, by and among Foxx Development Holdings Inc. (the “Company”) whose address is 15375 Barranca Parkway C106, Irvine, CA 92618, Royal Palms Professional Building 9053 Estate Thomas, STE.101, St. Thomas, U.S.Virgin Islands, 0802 (the “Shareholder Representative”) whose address is 15375 Barranca Parkway C106, Irvine, CA 92618 and VStock Transfer, LLC (the “Escrow Agent”) whose address is 18 Lafayette Place, Woodmere, NY 11598.

WITNESSETH:

WHEREAS, the Company is a party to a certain Business Combination Agreement, dated as of February 18, 2024 (as amended, the “Business Combination Agreement”), by and among the Company (previously known as Acri Capital Merger Sub I Inc), Acri Capital Acquisition Corporation (“SPAC”), Acri Capital Merger Sub II Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser (“Merger Sub”), and Foxx Development Inc., a Delaware corporation (“Foxx”), pursuant to which, subject to the terms and conditions thereof, (i) SPAC will merge with and into the Company (the “Reincorporation Merger”), and (ii) Foxx will merge with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of the Company (the “Acquisition Merger”, together with the Reincorporation Merger and other transactions contemplated in the Business Combination Agreement, the “Business Combination”).

WHEREAS, pursuant to the Business Combination Agreement, the Company has agreed to issue an aggregate of 5,000,000 shares (the “Consideration Shares”) of the Company’s common stock, par value $0.0001 to the shareholders (the “Foxx Shareholders”) of Foxx immediately prior to the for the benefit of the Shareholders immediately prior to the effective time of the Acquisition Merger (the “Effective Time”);

WHEREAS, pursuant to the Business Combination Agreement, at the Effective Time, the Company shall cause the Foxx Shareholders to deposit with the Escrow Agent, 500,000 shares of the Consideration Shares (the “Escrow Shares”) on a pro rata basis based on the number of common stock of Foxx they hold as of immediately prior to the Effective Time in a segregated escrow account (the “Escrow Account”), by book entry;

WHEREAS, the Shareholder Representative is duly appointed by the Foxx Shareholders for the purpose of this Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto hereby agree as follows:

1. Designation of Escrow Agent. The Company and the Shareholder Representative, in consideration for the Escrow Agent’s agreement to perform the duties of an escrow agent (a nondiscretionary agent) under this Agreement, hereby designate the Escrow Agent as an escrow agent and Escrow Agent hereby agrees to act as escrow agent as herein established. The Escrow Agent, as escrow agent but not as trustee or fiduciary in any respect, shall take, hold and distribute the Escrow Shares in accordance with the terms of this Agreement and shall hold the Escrow Shares as escrow agent. However, the Escrow Agent shall not be liable for any act, omission or determination made in connection with this Agreement except for its intentional misconduct. Without limiting the generality of the foregoing, the Escrow Agent shall not be liable for any losses arising from its compliance with written or oral directions and shall be fully protected in acting upon any instrument, certificate or paper believed by it to be genuine and to be signed or presented by the proper person or persons and the Escrow Agent shall be under no duty to make any investigation or inquiry as to any statement contained in any such writing, but may accept the same as conclusive evidence of the truth and accuracy of the statements therein contained.

2. Escrow Shares. The Escrow Agent is responsible for safekeeping the Escrow Shares which are delivered into its possession by the Company or its agent. The Escrow Agent will not be responsible for the computation and collection of any interest, dividends, or other proceeds or certificates due or issuable upon a reorganization of the Company with respect to the Escrow Shares. Without limiting the foregoing, the Company and the Shareholder hereby acknowledge that the Escrow Agent will act solely as escrow agent and is not under any duty to supervise the marketability of the Escrow Shares or to advise or make recommendations with respect to such.

3. Rights, Duties and Responsibilities of Escrow Agent. It is understood and agreed that the duties of the Escrow Agent are purely ministerial in nature, and that:

3.1 In accordance with the instructions of the Company, the Escrow Agent shall deliver to the Shareholder Representative, from the Escrow Shares being held, a certificate representing such number of shares of the Company’s common stock and the balance shall be cancelled and returned to the treasury of the Company.

3.2 The Escrow Agent shall not be responsible for the performance by the Company or the Shareholder of any of their respective obligations pursuant to any agreement between such the Company and the Shareholder.

3.3 If the Escrow Agent is uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Escrow Shares which, in its sole determination, are in conflict either with other instructions received by it or with any provision of this Agreement, it shall be entitled to hold the Escrow Shares, or a portion thereof, pending the resolution of such uncertainty to the Escrow Agent’s sole satisfaction, by final judgment of a court or courts of competent jurisdiction or otherwise.

3.4 The Escrow Agent shall not be liable for any action taken or omitted hereunder, or for the misconduct of any employee, agent or attorney appointed by it, except in the case of willful misconduct or gross negligence. The Escrow Agent shall be entitled to consult with counsel of its own choosing and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel.

3.5 The Escrow Agent shall have no responsibility at any time to ascertain whether or not any security interest exists in the Escrow Shares or any part thereof or to file any financing statement under the Uniform Commercial Code with respect to the Escrow Shares or any part thereof.

3.6 Without limiting the generality of the foregoing, the Escrow Agent shall not be under any obligation to defend any legal action or engage in any legal proceeding with respect to the Escrow Shares.

4. Amendment; Resignation or Removal of Escrow Agent. This Agreement may be altered or amended only with the written consent of the Company and the Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving written notice of such resignation to the Company and the Shareholder specifying a date when such resignation shall take effect and upon delivery of the Escrow Shares to the successor escrow agent designated by the Company and the Shareholder in writing. Such successor escrow agent shall become the Escrow Agent hereunder upon the resignation date specified in such notice. The Escrow Agent shall continue to serve until its successor accepts the Escrow Shares. The Company and the Shareholder shall have the right at any time to jointly remove the Escrow Agent and substitute a new escrow agent by giving notice thereof to the Escrow Agent then acting. Upon its resignation and delivery of the Escrow Shares as set forth in this Section 4, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the escrow agent relationship contemplated by this Agreement. Without limiting the provisions of Section 4 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Company for any expenses incurred in connection with its resignation, transfer of the Escrow Shares to a successor Escrow Agent.

5. Representations and Warranties. The Company and the Shareholder hereby represent and warrant to the Escrow Agent that:

5.1 No party other than the parties hereto has, or shall have, any lien, claim or security interest in the Escrow Shares or any part thereof.

5.2 No financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the Escrow Shares or any part thereof.

6. Fees and Expenses. The Escrow Agent shall be entitled to payment of an initial set-up fee of Two Thousand Five Hundred ($2,500.00) Dollars and an additional One Hundred Ninety Nine ($199.00) Dollars per month and applicable processing fees in connection with delivery and or cancellation of the Escrow Shares in accordance with this Agreement. In addition, the Company agrees to reimburse the Escrow Agent for any reasonable expenses incurred in connection with this Agreement, including, but not limited to, reasonable counsel fees.

7. Indemnification and Contribution.

7.1 The Company (the “Indemnitor”) agrees to indemnify the Escrow Agent and its officers, directors, employees, agents and shareholders (collectively referred to as the “Indemnitees”) against, and hold them harmless of and from, any and all loss, liability, cost, damage and expense, including without limitation, reasonable counsel fees, which the Indemnitees may suffer or incur by reason of any action, claim or proceeding brought against the Indemnitees arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates, unless such action, claim or proceeding is the result of the willful misconduct or gross negligence of the Indemnitees.

7.2 If the indemnification provided for in Section 7.1 is applicable, but for any reason is held to be unavailable, the Indemnitor shall contribute such amounts as are just and equitable to pay, or to reimburse the Indemnitees for, the aggregate of any and all losses, liabilities, costs, damages and expenses, including counsel fees, actually incurred by the Indemnitees as a result of or in connection with, and any amount paid in settlement of, any action, claim or proceeding arising out of or relating in any way to any actions or omissions of the Indemnitor.

7.3 The provisions of this Article 7 shall survive any termination of this Agreement, whether by disbursement of the Escrow Shares, resignation of the Escrow Agent or otherwise.

8. Termination of Agreement. This Agreement shall terminate on the final disposition of the Escrow Shares pursuant, provided that the rights of the Escrow Agent and the obligations of the other parties hereto under Section 7 shall survive the termination hereof and the resignation or removal of the Escrow Agent.

9. Governing Law and Assignment. This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without regard to the conflicts of laws principles thereof, and shall be binding, upon the parties hereto and their respective successors and assigns; provided, however, that any assignment or transfer by any party of its rights under this Agreement or with respect to the Escrow Shares shall be void as against the Escrow Agent unless (a) written notice thereof shall be given to the Escrow Agent; and (b) the Escrow Agent shall have consented in writing to such assignment or transfer.

10. Notices. All notices required to be given in connection with this Agreement shall be sent by registered or certified mail, return receipt requested, or by hand delivery with receipt acknowledged, or by the Express Mail service offered by the United States Postal Service, and addressed to the addresses set forth above.

11. Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be determined to be invalid or unenforceable, the remaining provisions of this Agreement or the application of such provision to persons or circumstances other than those to which it is held invalid or unenforceable shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.

12. Execution in Several Counterparts. This Agreement may be executed in several counterparts or by separate instruments and by facsimile transmission, and all of such counterparts and instruments shall constitute one agreement, binding on all of the parties hereto.

13. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings (written or oral) of the parties in connection therewith.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first above written.

VSTOCK TRANSFER, LLC

By:	/s/ Jenny Chen
	Name:	Jenny Chen
	Title:	Compliance Officer

Foxx Development Holdings Inc.

By:	/s/ Gregory Foley
	Name:	Gregory Foley
	Title:	Chief Executive Officer

Chunni Ren

By:	/s/ Chunni Ren
	Name:	Chunni Ren

Exhibit 10.30

Form of Indemnification Agreement

This Indemnification Agreement (this “Agreement”) is entered into as of September 26, 2024 (the “Effective Date”) by and between Foxx Development Holdings Inc., a Delaware corporation (the “Company”), and the undersigned (the “Indemnitee”).

Recitals

WHEREAS, the Board of Directors has determined that the inability to attract and retain qualified persons as directors and officers of the Company and its subsidiaries is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there shall be adequate certainty of protection through insurance and indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the Company;

WHEREAS, the Company has adopted provisions in its Bylaws (as amended and/or restated from time to time, the “Bylaws”) providing for indemnification and advancement of expenses of its directors and officers, and the Company wishes to clarify and enhance the rights and obligations of the Company and the Indemnitee with respect to indemnification and advancement of expenses;

WHEREAS, Indemnitee is a director, officer and/or employee of the Company and/or its subsidiaries, and/or is serving another enterprise at the Company’s request, and in order to induce and encourage highly experienced and capable persons such as the Indemnitee to serve and continue to serve as directors and officers of the Company and/or its subsidiaries and in any other capacity with respect to the Company as the Company may request, and to otherwise promote the desirable end that such persons shall resist what they consider unjustified lawsuits and claims made against them in connection with the good faith performance of their duties to the Company, with the knowledge that certain costs, judgments, penalties, fines, liabilities, and expenses incurred by them in their defense of such litigation are to be borne by the Company and they shall receive appropriate protection against such risks and liabilities, the Board of Directors of the Company has determined that the following Agreement is reasonable and prudent to promote and ensure the best interests of the Company and its stockholders; and

WHEREAS, the Company desires to have the Indemnitee serve or continue to serve as a director or officer of the Company and/or its subsidiaries and in any other capacity with respect to the Company as the Company may request, as the case may be, free from undue concern for unpredictable, inappropriate, or unreasonable legal risks and personal liabilities by reason of the Indemnitee acting in good faith in the performance of the Indemnitee’s duties; and the Indemnitee desires to continue so to serve, provided, and on the express condition, that he or she is furnished with the protections set forth hereinafter.

Agreement

NOW, THEREFORE, in consideration of the Indemnitee’s continued service as a director, officer and/or employee of the Company and/or its subsidiaries, the parties hereto agree as follows:

1. Definitions. For purposes of this Agreement:

(a) A “Change in Control” will be deemed to have occurred if, with respect to any particular 24-month period, the individuals who, at the beginning of such 24-month period, constituted the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to the beginning of such 24-month period whose election, or nomination for election by the stockholders of the Company, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board of Directors.

(b) “Disinterested Director” means a director of the Company who is not or was not a party to the Proceeding in respect of which indemnification is being sought by the Indemnitee.

(c) “Expenses” includes, without limitation, expenses incurred in connection with the defense or settlement of any action, suit, arbitration, alternative dispute resolution mechanism, investigation, inquiry, judicial, administrative, or legislative hearing, or any other threatened, pending, or completed proceeding, whether brought by or in the right of the Company and/or its subsidiaries or otherwise, including any and all appeals, whether of a civil, criminal, administrative, legislative, investigative, or other nature, attorneys’ fees, witness fees and expenses, fees and expenses of accountants, expert witnesses and other advisors, retainers and disbursements and advances thereon, the premium, security for, and other costs relating to any bond (including cost bonds, appraisal bonds, or their equivalents), and any expenses of establishing a right to indemnification or advancement under Sections 9, 11, 13, and 16 hereof, but shall not include the amount of judgments, fines, ERISA excise taxes, or penalties actually levied against the Indemnitee, or any amounts paid in settlement by or on behalf of the Indemnitee.

(d) “Independent Counsel” means a law firm or a member of a law firm that neither is presently nor in the past five years has been retained to represent (i) the Company or the Indemnitee in any matter material to either such party or (ii) any other party to the Proceeding giving rise to a request for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s right to indemnification under this Agreement.

(e) “Proceeding” means any action, suit, arbitration, alternative dispute resolution mechanism, investigation, inquiry, judicial, administrative, or legislative hearing, or any other threatened, pending, or completed proceeding, whether brought by or in the right of the Company and/or its subsidiaries or otherwise, including any and all appeals, whether of a civil, criminal, administrative, legislative, investigative, or other nature, to which the Indemnitee was or is a party or is threatened to be made a party or is otherwise involved in by reason of the fact that the Indemnitee is or was a director, officer, employee, agent, or trustee of the Company or is or was serving at the request of the Company as a director, officer, employee, agent, or trustee of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan, or by reason of anything done or not done by the Indemnitee in any such capacity, whether or not the Indemnitee is serving in such capacity at the time any expense, liability, or loss is incurred for which indemnification or advancement can be provided under this Agreement.

2. Service by the Indemnitee. The Indemnitee shall serve and/or continue to serve as a director, officer and/or employee of the Company and/or its subsidiaries faithfully and to the best of the Indemnitee’s ability so long as the Indemnitee is duly elected or appointed and until such time as the Indemnitee’s successor is elected and qualified or the Indemnitee is removed as permitted by applicable law or tenders a resignation. Service at any subsidiary of the Company shall be deemed to be service at the request of the Company for purposes of this Agreement. By entering into this Agreement, Indemnitee is deemed to be serving at the request of the Company, and the Company is deemed to be requesting such service.

3. Indemnification and Advancement of Expenses. The Company shall indemnify and hold harmless the Indemnitee, and shall pay to the Indemnitee in advance of the final disposition of any Proceeding all Expenses incurred by the Indemnitee in defending any such Proceeding, to the fullest extent authorized by the General Corporation Law of the State of Delaware (the “DGCL”), as the same exists or may hereafter be amended, all on the terms and conditions set forth in this Agreement. Without diminishing the scope of the rights provided by this Section, the rights of the Indemnitee to indemnification and advancement of Expenses provided hereunder shall include but shall not be limited to those rights hereinafter set forth, except that no indemnification or advancement of Expenses shall be paid to the Indemnitee (unless the Board of Directors otherwise determines that such payment is appropriate):

(a) to the extent expressly prohibited by applicable law;

(b) for and to the extent that payment is actually made to the Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, provision of the Certificate of Incorporation or Bylaws, or agreement of the Company or any other company or other enterprise (and the Indemnitee shall reimburse the Company for any amounts paid by the Company and subsequently so recovered by the Indemnitee);

(c) in connection with an action, suit, or proceeding, or part thereof voluntarily initiated by the Indemnitee (including claims and counterclaims, whether such counterclaims are asserted by (i) the Indemnitee, or (ii) the Company and/or its subsidiaries in an action, suit, or proceeding initiated by the Indemnitee), except a judicial proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreement, unless the action, suit, or proceeding, or part thereof, was authorized or ratified by the Board of Directors of the Company or the Board of Directors otherwise determines that indemnification or advancement of Expenses is appropriate; or

(d) with respect to any Proceeding brought by or in the right of the Company and/or its subsidiaries against the Indemnitee that is authorized or ratified by the Board of Directors of the Company, including any Proceeding brought by the Company and/or its subsidiaries seeking reimbursement pursuant to any compensation recoupment or clawback policy adopted by the Board of Directors or the compensation committee of the Board of Directors, except as provided in Sections 5, 6, and 7 below.

4. Action or Proceedings Other than an Action by or in the Right of the Company. Except as limited by Section 3 above, the Indemnitee shall be entitled to the indemnification rights provided in this Section if the Indemnitee was or is a party or is threatened to be made a party to, or was or is otherwise involved in, any Proceeding (other than an action by or in the right of the Company and/or its subsidiaries) by reason of the fact that the Indemnitee is or was a director, officer, employee, agent, or trustee of the Company or is or was serving at the request of the Company as a director, officer, employee, agent, or trustee of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan, or by reason of anything done or not done by the Indemnitee in any such capacity. Pursuant to this Section, the Indemnitee shall be indemnified against all expense, liability, and loss (including judgments, fines, ERISA excise taxes, penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred by the Indemnitee in connection with such Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and/or its subsidiaries, and with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful.

5. Indemnity in Proceedings by or in the Right of the Company. Except as limited by Section 3 above, the Indemnitee shall be entitled to the indemnification rights provided in this Section if the Indemnitee was or is a party or is threatened to be made a party to, or was or is otherwise involved in, any Proceeding brought by or in the right of the Company and/or its subsidiaries to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent, or trustee of the Company or is or was serving at the request of the Company as a director, officer, employee, agent, or trustee of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan, or by reason of anything done or not done by the Indemnitee in any such capacity. Pursuant to this Section, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and/or its subsidiaries; provided, however, that no such indemnification shall be made in respect of any claim, issue, or matter as to which the DGCL expressly prohibits such indemnification by reason of any adjudication of liability of the Indemnitee to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is entitled to indemnification for such expense, liability, and loss as such court shall deem proper.

6. Indemnification for Costs, Charges, and Expenses of Successful Party. Notwithstanding any limitations of Sections 3(c), 3(d), 4, and 5 above, to the extent that the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceeding, or in defense of any claim, counterclaim, issue, or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

7. Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expense, liability, and loss (including judgments, fines, ERISA excise taxes, penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred in connection with any Proceeding, or in connection with any judicial proceeding or arbitration pursuant to Section 11 below to enforce rights under this Agreement, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, and loss actually and reasonably incurred to which the Indemnitee is entitled.

8. Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the maximum extent permitted by the DGCL, the Indemnitee shall be entitled to indemnification against all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf if the Indemnitee appears as a witness or otherwise incurs legal expenses as a result of or related to the Indemnitee’s service as a director or officer of the Company and/or its subsidiaries, in any threatened, pending, or completed action, suit, arbitration, alternative dispute resolution mechanism, investigation, inquiry, judicial, administrative, or legislative hearing, or any other threatened, pending, or completed proceeding, whether of a civil, criminal, administrative, legislative, investigative, or other nature, to which the Indemnitee neither is, nor is threatened to be made, a party.

9. Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the General Counsel of the Company. Such request shall include a schedule setting forth in detail the dollar amounts requested, supported by copies of the bill, agreement or other documentation relating thereto (which may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) and such other documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the General Counsel of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the General Counsel of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

10. Presumptions and Effect of Certain Proceedings. The General Counsel of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the General Counsel of the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification. The termination of any Proceeding described in Sections 4 or 5 by judgment, order, settlement, or conviction, or upon a plea of nobo contendere or its equivalent, shall not, of itself (a) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and/or its subsidiaries, and with respect to any criminal Proceeding, had reasonable cause to believe his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

11. Remedies of the Indemnitee in Cases of Determination Not to Indemnify or to Advance Expenses; Right to Bring Suit. In the event that a determination is made that the Indemnitee is not entitled to indemnification hereunder or if payment is not timely made following a determination of entitlement to indemnification pursuant to Sections 9 and 10, or if an advancement of Expenses is not timely made pursuant to Section 16, the Indemnitee may at any time thereafter bring suit against the Company seeking an adjudication of entitlement to such indemnification or advancement of Expenses, and any such suit shall be brought in the Court of Chancery of the State of Delaware unless otherwise required by the law of the state in which the Indemnitee primarily resides and works. Alternatively, the Indemnitee at the Indemnitee’s option may seek an award in an arbitration to be conducted by a single arbitrator in the State of Delaware pursuant to the rules of the American Arbitration Association, such award to be made within 60 calendar days following the filing of the demand for arbitration. The Company shall not oppose the Indemnitee’s right to seek any such adjudication or award in arbitration. In any suit or arbitration brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit or arbitration brought by the Indemnitee to enforce a right to an advancement of Expenses), it shall be a defense that the Indemnitee has not met any applicable standard of conduct for indemnification set forth in the DGCL, including the standard described in Section 4 or 5, as applicable. Further, in any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a final judicial decision of a court of competent jurisdiction from which there is no further right to appeal that the Indemnitee has not met the standard of conduct described above. Neither the failure of the Company (including the Disinterested Directors, a committee of Disinterested Directors, Independent Counsel, or its stockholders) to have made a determination prior to the commencement of such suit or arbitration that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the standard of conduct described above, nor an actual determination by the Company (including the Disinterested Directors, a committee of Disinterested Directors, Independent Counsel, or its stockholders) that the Indemnitee has not met the standard of conduct described above shall create a presumption that the Indemnitee has not met the standard of conduct described above, or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of Expenses hereunder, or brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Section 11 or otherwise shall be on the Company. If a determination is made or deemed to have been made pursuant to the terms of Section 9 or 10 that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination and is precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding, and enforceable. The Company further agrees to stipulate in any court or before any arbitrator pursuant to this Section 11 that the Company is bound by all the provisions of this Agreement and is precluded from making any assertions to the contrary. If the court or arbitrator shall determine that the Indemnitee is entitled to any indemnification or advancement of Expenses hereunder, the Company shall pay all Expenses actually and reasonably incurred by the Indemnitee in connection with such adjudication or award in arbitration (including, but not limited to, any appellate proceedings) to the fullest extent permitted by law, and in any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall pay all Expenses actually and reasonably incurred by the Indemnitee in connection with such suit to the extent the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of such suit, to the fullest extent permitted by law.

12. Non-Exclusivity of Rights. The rights to indemnification and to the advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other right that the Indemnitee may now or hereafter acquire under any applicable law, agreement (including any partnership agreement or limited liability company agreement), vote of stockholders or Disinterested Directors, provisions of an entity’s organizational documents (including the Company’s certificate of incorporation (as it may be amended and/or restated from time to time, the “Certificate of Incorporation”), and the Bylaws), or otherwise.

13. Expenses to Enforce Agreement. In the event that the Indemnitee is subject to or intervenes in any action, suit, or proceeding in which the validity or enforceability of this Agreement is at issue or seeks an adjudication or award in arbitration to enforce the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, the Indemnitee, if the Indemnitee prevails in whole or in part in such action, suit, or proceeding, shall be entitled to recover from the Company and shall be indemnified by the Company against any Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

14. Continuation of Indemnity. All agreements and obligations of the Company contained herein shall continue during the period the Indemnitee is a director, officer, employee, agent, or trustee of the Company and/or its subsidiaries or is serving at the request of the Company as a director, officer, employee, agent, or trustee of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan, and shall continue thereafter with respect to any possible claims based on the fact that the Indemnitee was a director, officer, employee, agent, or trustee of the Company and/or its subsidiaries or was serving at the request of the Company as a director, officer, employee, agent, or trustee of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan. This Agreement shall be binding upon all successors and assigns of the Company (including any transferee of all or substantially all of its assets and any successor by merger or operation of law) and shall inure to the benefit of the Indemnitee’s heirs, executors, and administrators.

15. Notification and Defense of Proceeding. Promptly after receipt by the Indemnitee of notice of any Proceeding, the Indemnitee shall, if a request for indemnification or an advancement of Expenses in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; but the omission so to notify the Company shall not relieve it from any liability that it may have to the Indemnitee. Notwithstanding any other provision of this Agreement, with respect to any such Proceeding of which the Indemnitee notifies the Company:

(a) The Company shall be entitled to participate therein at its own expense;

(b) Except as otherwise provided in this Section 15(b), to the extent that it may wish, the Company, jointly with any other indemnifying party similarly notified, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election so to assume the defense thereof, the Company shall not be liable to the Indemnitee under this Agreement for any expenses of counsel subsequently incurred by the Indemnitee in connection with the defense thereof except as otherwise provided below. The Indemnitee shall have the right to employ the Indemnitee’s own counsel in such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such Proceeding, or (iii) the Company shall not within 60 calendar days of receipt of notice from the Indemnitee in fact have employed counsel to assume the defense of the Proceeding, in each of which cases the Expenses of the Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have made the conclusion provided for in (ii) above; and

(c) Notwithstanding any other provision of this Agreement, the Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without the Company’s written consent, or for any judicial or other award, if the Company was not given an opportunity, in accordance with this Section 15, to participate in the defense of such Proceeding. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on or disclosure obligation with respect to the Indemnitee, or that would directly or indirectly constitute or impose any admission or acknowledgment of fault or culpability with respect to the Indemnitee, without the Indemnitee’s written consent. Neither the Company nor the Indemnitee shall unreasonably withhold its consent to any proposed settlement.

16. Advancement of Expenses. Except as limited by Section 3 above, all Expenses incurred by the Indemnitee in defending any Proceeding described in Section 4 or 5 shall be paid by the Company in advance of the final disposition of such Proceeding at the request of the Indemnitee. The Indemnitee’s right to advancement shall not be subject to the satisfaction of any standard of conduct and advances shall be made without regard to the Indemnitee’s ultimate entitlement to indemnification under the provisions of this Agreement or otherwise. To receive an advancement of Expenses under this Agreement, the Indemnitee shall submit a written request to the General Counsel of the Company. Such request shall include a schedule with supporting documentation relating thereto, setting forth in detail the Expenses incurred by the Indemnitee (which may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law), and shall include or be accompanied by an undertaking, by or on behalf of the Indemnitee, to repay all amounts so advanced if it shall ultimately be determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that the Indemnitee is not entitled to be indemnified for such Expenses by the Company as provided by this Agreement or otherwise. For the avoidance of doubt, a single undertaking by the Indemnitee pursuant to this Section 16 may cover all funds advanced from time to time in respect of a Proceeding. The Indemnitee agrees to repay all such amounts promptly following any such final judicial decision. The Indemnitee’s undertaking to repay any such amounts is not required to be secured. Each such advancement of Expenses shall be made within 20 calendar days after the receipt by the General Counsel of the Company of such written request. The Indemnitee’s entitlement to Expenses under this Agreement shall include those incurred in connection with any action, suit, or proceeding by the Indemnitee seeking an adjudication or award in arbitration pursuant to Section 11 of this Agreement (including the enforcement of this provision) to the extent the court or arbitrator shall determine that the Indemnitee is entitled to an advancement of Expenses hereunder.

17. Severability; Prior Indemnification Agreements. If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law (a) the validity, legality, and enforceability of such provision in any other circumstance and of the remaining provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal, or unenforceable, that are not by themselves invalid, illegal, or unenforceable) and the application of such provision to other persons or entities or circumstances shall not in any way be affected or impaired thereby, and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such provision held to be invalid, illegal, or unenforceable, that are not themselves invalid, illegal, or unenforceable) shall be construed so as to give effect to the intent of the parties that the Company provide protection to the Indemnitee to the fullest extent set forth in this Agreement. This Agreement shall supersede and replace any prior indemnification agreements entered into by and between the Company or its subsidiaries and the Indemnitee and any such prior agreements shall be terminated upon execution of this Agreement.

18. Headings; References; Pronouns. The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof. References herein to section numbers are to sections of this Agreement. All pronouns and any variations thereof shall be deemed to refer to the singular or plural as appropriate.

19. Other Provisions.

(a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware, unless otherwise required by the law of the state in which the Indemnitee primarily resides and works.

(b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

(c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company and/or its subsidiaries, and, if the Indemnitee is an officer, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company and/or its subsidiaries.

(d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

(e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the Company and the Indemnitee have caused this Agreement to be executed as of the date first written above.

Foxx Development Holdings Inc.

By:	/s/ Gregory Foley
	Name:	Gregory Foley
	Title:	Chief Executive Officer

	INDEMNITEE


	Name:

Signature Page to Indemnification Agreement

Exhibit 10.31

Confidential

September 26, 2024

Foxx Development Inc.

15375 Barranca Parkway, Suite C106

Irvine, CA 92618

Acri Capital Acquisition Corporation
13284 Pond Springs Rd, Ste 405

Austin, Texas 78729

[Director Address]

Dear [Director],

As we have discussed, Foxx Development Inc. (“Foxx”) and Acri Capital Acquisition Corporation (Nasdaq: ACAC) (“Acri”), a publicly traded special purpose acquisition company, have entered into a Business Combination Agreement (“BCA”) to merge our companies to form Foxx Development Holdings Inc. (“Pubco”), which will be a new Delaware holding company. Pubco has filed a registration statement on Form S-4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (“SEC”) relating to the proposed business combination (the “Business Combination”). We anticipate that Pubco will be listed on Nasdaq following the closing of the Business Combination under the ticker symbol “FOXX.”

We are pleased to advise you that we are interested in having you serve as an independent director of the Pubco Board of Directors, to commence on the closing of the Business Combination. This is contingent upon (i) your completion and our review of the enclosed Questionnaire (“D&O Questionnaire”); (ii) confirmation that you would be deemed to be an “independent director” under applicable Nasdaq rules, and (iii) formal approval of your appointment by the Board of Pubco.

Any determination with respect to your participation on Board committees will be made closer to the time of the Business Combination.

Directors will be compensated by a combination of annual cash payments and equity awards. Although the Pubco Board will determine the specifics of the non-employee director policy after the Business Combination, we anticipate that the annual cash compensation will be approximately $100,000 per year. In addition, Pubco will procure director and officer liability insurance, and we anticipate that Pubco will enter into indemnity agreements with its directors.

The members of the post-Business Combination Board will consist of Joy Yi Hua from Acri as Chairwoman and Haitao Cui from Foxx. Under Nasdaq rules, the Board is required to have a majority of independent directors.

If you accept, we will need to obtain an SEC code for you with respect to the SEC filings that will need to be made to disclose your position as a director. This invite is submitted to you with the understanding that you will comply with all applicable policies, codes and charters of Pubco. Copies of the policies, codes and charters will be provided to you as soon as they are finalized, prior to the Business Combination.

Finally, if you are appointed, you will serve on the Board until your successor is elected or appointed and qualified, or until your earlier departure from the board. Kindly confirm that you know of no reason why you would be precluded from serving as a member of the Board or any of its committees, either because of existing competition restrictions or fiduciary duty obligations or otherwise, or whether you believe that you would not be deemed to be independent under the Nasdaq rules. I have attached a copy of the applicable rules to this letter.

If you have questions, do not hesitate to contact us. We are excited about the possibility of having you join us and look forward to receiving your acceptance, consent and agreement by signature below!

Sincerely,

Joy Yi Hua
Acri Capital Acquisition Corporation

Haitao Cui

Foxx Development Inc.

Accepted and Agreed:

Signature:

Name: [Director]

Dated: September 26, 2024

General independence factors under Nasdaq Listing Rule 5605(a)(2):

“Independent Director” means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. For purposes of this rule, “Family Member” means a person’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares such person’s home. The following persons shall not be considered independent:

(A)

a director who is, or at any time during the past three years was, employed by the Company;

(B)

a director who accepted or who has a Family Member who accepted any compensation from the Company in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence, other than the following:

(i)

compensation for board or board committee service;

(ii)

compensation paid to a Family Member who is an employee (other than an Executive Officer) of the Company; or

(iii)

benefits under a tax-qualified retirement plan, or non-discretionary compensation.

Provided, however, that in addition to the requirements contained in paragraph (B), audit committee members are also subject to additional, more stringent requirements under Rule 5605(c)(2).

(C)

a director who is a Family Member of an individual who is, or at any time during the past three years was, employed by the Company as an Executive Officer;

(D)

a director who is, or has a Family Member who is, a partner in, or a controlling Shareholder or an Executive Officer of, any organization to which the Company made, or from which the Company received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, other than the following:

(i)

payments arising solely from investments in the Company’s securities; or

(ii)

payments under non-discretionary charitable contribution matching programs.

(E)

a director of the Company who is, or has a Family Member who is, employed as an Executive Officer of another entity where at any time during the past three years any of the Executive Officers of the Company serve on the compensation committee of such other entity; or

(F)

a director who is, or has a Family Member who is, a current partner of the Company’s outside auditor, or was a partner or employee of the Company’s outside auditor who worked on the Company’s audit at any time during any of the past three years.

(G)

in the case of an investment company, in lieu of paragraphs (A)-(F), a director who is an “interested person” of the Company as defined in Section 2(a)(19) of the Investment Company Act of 1940, other than in his or her capacity as a member of the board of directors or any board committee.

Additional independence requirement for audit committee members under Rule 10A- 3(b)(1) under the Securities Exchange Act:

Independence requirements for non-investment company issuers. In order to be considered to be independent for purposes of this paragraph (b)(1), a member of an audit committee of a listed issuer that is not an investment company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee:

(A)

Accept directly or indirectly any consulting, advisory, or other compensatory fee from the issuer or any subsidiary thereof, provided that, unless the rules of the national securities exchange or national securities association provide otherwise, compensatory fees do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the listed issuer (provided that such compensation is not contingent in any way on continued service); or

(B)

Be an affiliated person of the issuer or any subsidiary thereof. [includes 10% shareholder]

Exhibit 10.32

FOXX DEVELOPMENT HOLDINGS INC.
EMPLOYMENT AGREEMENT

RECITALS

A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below).

B. The Executive desires to be employed by the Company during the term of Employment and under the terms and conditions of this Agreement.

AGREEMENT

The parties hereto agree as follows:

1. POSITION

The Executive hereby accepts a position of Chief Executive Officer (the “Employment”) of the Company. The Executive hereby also accepts a position of Executive Vice President of Business Development in Foxx Development Inc. a Delaware corporation and wholly owned subsidiary of the Company.

2. TERM

Subject to the terms and conditions of this Agreement, the Executive’s employment hereunder shall be effective as of the date of the closing of the Business Combination (the “Effective Date”), as specified in the Business Combination Agreement, dated February 18, 2024, by and among Acri Capital Acquisition Corporation (“ACAC”), the Company (f/k/a Acri Capital Merger Sub I Inc.), Acri Capital Merger Sub II Inc., and Foxx Development Inc. Upon expiration of the initial one-year term, the Employment shall be automatically extended for successive one-year terms unless either party gives the other party hereto a prior written notice to terminate the Employment prior to the expiration of such one-year term or unless terminated earlier pursuant to the terms of this Agreement.

3. DUTIES AND RESPONSIBILITIES

The Executive’s duties at the Company will include all jobs assigned by the Company’s Chief Executive Officer. If the Executive is the Chief Executive Officer of the Company, the Executive’s duties will include all jobs assigned by the Board of Directors of the Company (the “Board”).

The Executive shall devote all of the working time, attention and skills to the performance of the duties at the Company and shall faithfully and diligently serve the Company in accordance with this Agreement and the guidelines, policies and procedures of the Company approved from time to time by the Board.

The Executive shall use best efforts to perform all duties hereunder. The Executive shall not, without the prior written consent of the Board, become an employee of any entity other than the Company and any subsidiary or affiliate of the Company, and shall not be concerned or interested in the business or entity that competes with that carried on by the Company (any such business or entity, a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding any shares or other securities of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall notify the Company in writing of any interest in such shares or securities in a timely manner and with such details and particulars as the Company may reasonably require.

4. NO BREACH OF CONTRACT

The Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Executive and the performance by the Executive of the Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy to which the Executive is a party or otherwise bound, except for agreements that are required to be entered into by and between the Executive and any member of the Group pursuant to applicable law of the jurisdiction where the Executive is based, if any; (ii) that the Executive has no information (including, without limitation, confidential information and trade secrets) relating to any other person or entity which would prevent, or be violated by, the Executive entering into this Agreement or carrying out the duties hereunder; and (iii) that the Executive is not bound by any confidentiality, trade secret or similar agreement (other than this) with any other person or entity except for other member(s) of the Group, as the case may be.

5. LOCATION

The Executive will be based in Irvine, California, or any other location as requested by the Company during the term of this Agreement.

6. COMPENSATION AND BENEFITS

Cash Compensation. The Executive’s cash compensation (inclusive of the statutory welfare reserves that the Company is required to set aside for the Executive under applicable law) shall be provided by the Company pursuant to Schedule A hereto, subject to annual review and adjustment by the Company or the compensation committee of the Board (or the Board itself, before the formation of the compensation committee).

Equity Incentives. To the extent the Company adopts and maintains a share incentive plan, the Executive will be eligible for participating in such plan pursuant to the terms thereof as determined by the Company.

Benefits. The Executive is eligible for participation in any standard employee benefit plan of the Company that currently exists or may be adopted by the Company in the future, including, but not limited to, any retirement plan, and travel or holiday policy.

7. TERMINATION OF THE AGREEMENT

By the Company. The Company may terminate the Employment for cause, at any time, without advance notice or remuneration, if (i) the Executive is convicted or pleads guilty to a felony or to an act of fraud, misappropriation or embezzlement, (ii) the Executive has been negligent or acted dishonestly to the detriment of the Company, (iii) the Executive has engaged in actions amounting to misconduct or failed to perform the duties hereunder and such failure continues after the Executive is afforded a reasonable opportunity to cure such failure, (iv) the Executive has died, or (v) the Executive has a disability which shall mean a physical or mental impairment which, as reasonably determined by the Board, renders the Executive unable to perform the essential functions of the employment with the Company, even with reasonable accommodation that does not impose an undue hardship on the Company, for more than 180 days in any 12-month period, unless a longer period is required by applicable law, in which case that longer period would apply.

In addition, the Company may terminate the Employment without cause, at any time, upon one-month prior written notice to the Executive. Upon termination without cause, the Company shall provide the Executive with a severance payment in cash in an amount equal to the Executive’s 3-month salary at the then current rate. Under such circumstance, the Executive agrees not to make any further claims for compensation for loss of office, accrued remuneration, fees, wrongful dismissal or any other claim whatsoever against the Company or its subsidiaries or the respective officers or employees of any of them.

By the Executive. If there is a material and substantial reduction in the Executive’s existing authority and responsibilities, the Executive may resign upon one-month prior written notice to the Company. In addition, the Executive may resign prior to the expiration of the Agreement if such resignation is approved by the Board or an alternative arrangement with respect to the Employment is agreed to by the Board.

Notice of Termination. Any termination of the Executive’s employment under this Agreement shall be communicated by written notice of termination from the terminating party to the other party. The notice of termination shall indicate the specific provision(s) of this Agreement relied upon in effecting the termination.

8. CONFIDENTIALITY AND NONDISCLOSURE

In the course of the Executive’s services, the Executive may have access to the Group’s and/or the Group’s customer or supplier’s and/or prospective customer or supplier’s trade secrets and confidential information, including but not limited to those embodied in memoranda, manuals, letters or other documents, computer disks, tapes or other information storage devices, hardware, or other media or vehicles, pertaining to the Group and/or the Group’s customer or supplier’s and/or prospective customer or supplier’s business. All such trade secrets and confidential information are considered confidential. All materials containing any such trade secret and confidential information are the property of the Group and/or the Group’s customer or supplier and/or prospective customer or supplier, and shall be returned to the Group and/or the Group’s customer or supplier and/or prospective customer or supplier upon expiration or earlier termination of this Agreement. The Executive shall not directly or indirectly disclose or use any such trade secret or confidential information, except as required in the performance of the Executive’s duties in connection with the Employment, or pursuant to applicable law. The Executive shall enter into the Employee Proprietary Information and Invention Assignment Agreement with the Company, a form of which is attached to this Agreement as Schedule B.

9. CONFLICTING EMPLOYMENT.

The Executive hereby agrees that, during the term of the employment with the Company, the Executive will not engage in any other employment, occupation, consulting or other business activity related to the business in which the Group is now involved or becomes involved during the term of the Executive’s employment, nor will the Executive engage in any other activities that conflict with the Executive’s obligations to the Group without the prior written consent of the Company.

10. WITHHOLDING TAXES

Notwithstanding anything else herein to the contrary, the Company or the Group may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to this Agreement such national, provincial, local or any other income, employment, or other taxes as may be required to be withheld pursuant to any applicable law or regulation.

11. ASSIGNMENT

This Agreement is personal in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder; provided, however, that (i) the Company may assign or transfer this Agreement or any rights or obligations hereunder to any member of the Group without such consent, and (ii) in the event of a merger, consolidation, or transfer or sale of all or substantially all of the assets of the company with or to any other individual(s) or entity, this Agreement shall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor and such successor shall discharge and perform all the promises, covenants, duties, and obligations of the Company hereunder.

12. SEVERABILITY

If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be severable.

13. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding between the Executive and the Company regarding the terms of the Employment and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The Executive acknowledges that he has not entered into this Agreement in reliance upon any representation, warranty or undertaking which is not set forth in this Agreement. Any amendment to this Agreement must be in writing and signed by the Executive and the Company.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the law of the State of Delaware, without regard to the conflicts of law principles.

15. AMENDMENT

This Agreement may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to this Agreement, which agreement is executed by both of the parties hereto.

16. WAIVER

Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

17. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and made if (i) delivered by hand, (ii) otherwise delivered against receipt therefor, (iii) sent by a recognized courier with next-day or second-day delivery to the last known address of the other party; or (iv) sent by e-mail with confirmation of receipt.

18. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.

19. NO INTERPRETATION AGAINST DRAFTER

Each party recognizes that this Agreement is a legally binding contract and acknowledges that such party has had the opportunity to consult with legal counsel of choice. In any construction of the terms of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such terms.

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IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.

	Foxx Development Holdings Inc.

	By:	/s/ Gregory Foley
	Name:	Gregory Foley
	Title:	Chief Executive Officer

	Executive

	Signature:	/s/ Gregory Foley
	Name:	Gregory Foley

Schedule A

Cash Compensation

As compensation for your services to the Company, you will receive upon execution of this Agreement a compensation of $275,000 for each calendar year of service under this Agreement on a pro-rated basis, payable by Foxx Development Holdings Inc.

Schedule B

Employee Proprietary Information and Invention Assignment Agreement

Exhibit 10.33

FOXX DEVELOPMENT HOLDINGS INC.
EMPLOYMENT AGREEMENT

RECITALS

The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below).

The Executive desires to be employed by the Company during the term of Employment and under the terms and conditions of this Agreement.

AGREEMENT

The parties hereto agree as follows:

1. POSITION

The Executive hereby accepts a position of Chief Financial Officer (the “Employment”) of the Company. The Executive hereby also accepts a position of Chief Financial Officer in Foxx Development Inc., a Delaware corporation and wholly-owned subsidiary of the Company.

2. TERM

3. DUTIES AND RESPONSIBILITIES

4. NO BREACH OF CONTRACT

5. LOCATION

The Executive will be based in Irvine, California, or any other location as requested by the Company during the term of this Agreement.

6. COMPENSATION AND BENEFITS

7. TERMINATION OF THE AGREEMENT

8. CONFIDENTIALITY AND NONDISCLOSURE

9. CONFLICTING EMPLOYMENT.

10. NON-COMPETITION AND NON-SOLICITATION

In consideration of the compensation provided to the Executive by the Company hereunder, the adequacy of which is hereby acknowledged by the parties hereto, the Executive agree that during the term of the Employment and for a period of one year following the termination of the Employment for whatever reason:

The Executive will not approach clients, customers or contacts of the Group or other persons or entities introduced to the Executive in the Executive’s capacity as a representative of the Company for the purposes of doing business with such persons or entities which will harm the business relationship between the Group and such persons and/or entities;

unless expressly consented to by the Company, the Executive will not assume employment with or provide services as a director or otherwise for any Competitor, or engage, whether as principal, partner, licensor or otherwise, in any Competitor; and

unless expressly consented to by the Company, the Executive will not seek directly or indirectly, by the offer of alternative employment or other inducement whatsoever, to solicit the services of any employee of the Group employed as at or after the date of such termination, or in the year preceding such termination.

The provisions contained in Section 10 are considered reasonable by the Executive and the Company. In the event that any such provisions should be found to be void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions shall apply with such modification as may be necessary to make them valid and effective.

This Section 10 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 10, the Executive acknowledges that there will be no adequate remedy at law, and the Company shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In any event, the Company shall have right to seek all remedies permissible under applicable law.

11. WITHHOLDING TAXES

12. ASSIGNMENT

13. SEVERABILITY

14. ENTIRE AGREEMENT

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the law of the State of Delaware, without regard to the conflicts of law principles.

16. AMENDMENT

17. WAIVER

18. NOTICES

19. COUNTERPARTS

20. NO INTERPRETATION AGAINST DRAFTER

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IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.

	Foxx Development Holdings Inc.

	By:	/s/ Gregory Foley
	Name:	Gregory Foley
	Title:	Chief Executive Officer

	Executive

	Signature:	/s/ “Joy” Yi Hua
	Name:	“Joy” Yi Hua

Schedule A

Cash Compensation

As compensation for your services to the Company, you will receive upon execution of this Agreement a compensation of $300,000 for each calendar year of service under this Agreement on a pro-rated basis, payable by Foxx Development Holdings Inc.

Schedule B

Employee Proprietary Information and Invention Assignment Agreement

Exhibit 10.34

FOXX DEVELOPMENT HOLDINGS INC.
EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of September 26, 2024 by and between Foxx Development Holdings Inc. (the “Company”), a company incorporated in the state of Delaware, and Haitao Cui, an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).

RECITALS

A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below).

B. The Executive desires to be employed by the Company during the term of Employment and under the terms and conditions of this Agreement.

AGREEMENT

The parties hereto agree as follows:

1. POSITION

The Executive hereby accepts a position of Executive Vice President (the “Employment”) of the Company. The Executive hereby also accepts a position of Chief Executive Officer in Foxx Development Inc., a Delaware corporation and wholly-owned subsidiary of the Company.

2. TERM

3. DUTIES AND RESPONSIBILITIES

4. NO BREACH OF CONTRACT

5. LOCATION

The Executive will be based in Irvine, California, or any other location as requested by the Company during the term of this Agreement.

6. COMPENSATION AND BENEFITS

7. TERMINATION OF THE AGREEMENT

8. CONFIDENTIALITY AND NONDISCLOSURE

9. CONFLICTING EMPLOYMENT.

10. NON-COMPETITION AND NON-SOLICITATION

11. WITHHOLDING TAXES

12. ASSIGNMENT

13. SEVERABILITY

14. ENTIRE AGREEMENT

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the law of the State of Delaware, without regard to the conflicts of law principles.

16. AMENDMENT

17. WAIVER

18. NOTICES

19. COUNTERPARTS

20. NO INTERPRETATION AGAINST DRAFTER

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IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.

	Foxx Development Holdings Inc.

	By:	/s/ Gregory Foley
	Name:	Gregory Foley
	Title:	Chief Executive Officer

	Executive

	Signature:	/s/ Haitao Cui
	Name:	Haitao Cui

Schedule A

Cash Compensation

Schedule B

Employee Proprietary Information and Invention Assignment Agreement

Exhibit 10.35

FOXX DEVELOPMENT HOLDINGS INC.
EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of September 26, 2024 by and between Foxx Development Holdings Inc. (the “Company”), a company incorporated in the state of Delaware, and James Liao, an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).

RECITALS

A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below).

B. The Executive desires to be employed by the Company during the term of Employment and under the terms and conditions of this Agreement.

AGREEMENT

The parties hereto agree as follows:

1. POSITION

The Executive hereby accepts a position of Chief Technology Officer (the “Employment”) of the Company. The Executive hereby also accepts a position of Chief Technology Officer in Foxx Development Inc., a Delaware corporation and wholly-owned subsidiary of the Company.

2. TERM

3. DUTIES AND RESPONSIBILITIES

4. NO BREACH OF CONTRACT

5. LOCATION

The Executive will be based in Irvine, California, or any other location as requested by the Company during the term of this Agreement.

6. COMPENSATION AND BENEFITS

7. TERMINATION OF THE AGREEMENT

8. CONFIDENTIALITY AND NONDISCLOSURE

9. CONFLICTING EMPLOYMENT.

10. NON-COMPETITION AND NON-SOLICITATION

11. WITHHOLDING TAXES

12. ASSIGNMENT

13. SEVERABILITY

14. ENTIRE AGREEMENT

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the law of the State of Delaware, without regard to the conflicts of law principles.

16. AMENDMENT

17. WAIVER

18. NOTICES

19. COUNTERPARTS

20. NO INTERPRETATION AGAINST DRAFTER

[Remainder of this page has been intentionally left blank.]

IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.

	Foxx Development Holdings Inc.

	By:	/s/ Gregory Foley
	Name:	Gregory Foley
	Title:	Chief Executive Officer

	Executive

	Signature:	/s/ James Liao
	Name:	James Liao

Schedule A

Cash Compensation

As compensation for your services to the Company, you will receive upon execution of this Agreement a compensation of $180,000 for each calendar year of service under this Agreement on a pro-rated basis, payable by Foxx Development Holdings Inc.

Schedule B

Employee Proprietary Information and Invention Assignment Agreement

Exhibit 10.36

Conversion Notice
September 25, 2024

Ladies and Gentlemen:

WHEREAS, on June 9, 2022, the registration statement on Form S-1 (the “Registration Statement” (File No. 333-263477) relating to the initial public offering (the “IPO”) of Acri Capital Acquisition Corporation, a Delaware corporation (the “Company”) was declared effective by the Securities and Exchange Commission;

WHEREAS, pursuant to the Registration Statement, Acri Capital Sponsor LLC, the sponsor of the Company (the “Sponsor”), and its designees or affiliates, may but were not required to provide working capital loans (the “Working Capital Loans”) to the Company, up to $3,000,000 of which may be converted into working capital warrants (the “Working Capital Warrants”), at the price of $1.00 per warrant at the option of the lender, upon the consummation of the initial business combination of the Company, and such Working Capital Warrants would be identical to the private warrants sold in the private placement consummated simultaneously with the IPO;

WHEREAS, as of the date hereof, the Sponsor and certain of its members (the “Members”) have provided a total of $2,603,923 in Working Capital Loans, in such amounts and on such dates as set forth in Exhibit A hereto, with such Working Capital Loans evidenced by promissory notes (the “Notes”) with substantially the same term, as set forth in Exhibit B hereto;

WHEREAS, the Company has entered into a Business Combination Agreement (as amended, the “Business Combination Agreement”) with Acri Capital Merger Sub I Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Purchaser”), Acri Capital Merger Sub II Inc., a Delaware corporation and wholly-owned subsidiary of the Purchaser (“Merger Sub”), and Foxx Development Inc., a Texas corporation (“Foxx”), and is expected to consummate all the transactions provided in the Business Combination Agreement on September 627, 2024, including, but not limited to, the following: (i) the Purchaser shall survive as the new publicly listed company, with its name changed to “Foxx Development Holdings Inc.” (“PubCo”); and (ii) all warrants of the Company will be cancelled in exchange for the issuance of the same number of warrants of PubCo that may be exercised for shares of common stock of PubCo, as provided in that certain warrant assumption agreement, dated September 627, 2024, between the Company, PubCo and Vstock Transfer LLC.

Pursuant to the Registration Statement, the certificate of incorporation of the Company, effective as of the date hereof, and the terms of the Notes, in satisfaction of the all the outstanding obligations of the parties and in consideration of the terms of the Notes and all of the outstanding balance of the Working Capital Loans, the Sponsor hereby gives you notice, pursuant to sections 2 and 10 of each of such Notes, to convert (the “Conversion”) all of the outstanding balance of the Working Capital Loans into Working Capital Warrants of the Company, which in turn, pursuant to the Registration Statement and the Business Combination Agreement, shall be converted into 2,603,923 warrants of PubCo.

Yours faithfully,

Acri Capital Sponsor LLC

By:	/s/ “Joy” Yi Hua
Name:	“Joy” Yi Hua
Title	Manager

Acknowledged and Accepted:

COMPANY:

Acri Capital Acquisition Corporation

By:	/s/ “Joy” Yi Hua
Name:	“Joy” Yi Hua
Title	CEO and Chairwoman

Exhibit A

Holder	Date of Note Issuance or Loan Provision	Outstanding Amount
Sponsor	1/20/2022	500,000
	3/11/2023	227,731
	4/11/2023	227,731
	5/11/2023	227,731
	6/11/2023	227,731
	7/12/2023	75,000
	8/8/2023	75,000
	9/11/2023	75,000
	10/11/2023	75,000
	11/12/2023	75,000
	12/5/2023	50,000
	12/12/2023	75,000
	12/29/2023	30,000
	1/10/2024	75,000
	1/11/2024	70,000
	2/6/2024	(9,177)
	2/14/2024	75,000
	3/14/2024	75,000
	3/20/2024	30,000
	3/22/2024	100,000
	4/14/2024	50,000
	5/10/2024	35,000
	5/14/2024	50,000
	5/20/2024	100,000
	6/4/2024	140,000
	6/4/2024	50,000
	7/12/2024	50,000
	7/19/2024	50,000
	8/1/2024	50,000
	8/26/2024	200,000
Total Working Capital Loans from Notes		2,631,746
Working Capital Account Balance		27,823
Total Working Capital Loans Outstanding		2,603,923

Exhibit B

FORM OF PROMISSORY NOTE

Exhibit 10.37

FOXX DEVELOPMENT HOLDINGS INC.

Employee Proprietary Information AND INVENTION ASSIGNMENT Agreement

As a condition of my employment with Foxx Development Holdings Inc., a Delaware corporation, its subsidiaries, affiliates, successors or assigns (collectively, the “Company”) and in consideration of my receipt of confidential information and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following terms and conditions of this Employee Proprietary Information and Invention Assignment Agreement (the “Agreement”) which shall become effective on the earlier of (i) the date this Agreement is signed, or (ii) the date an employment agreement and non-disclosure agreement is entered into with Foxx Development Holdings Inc. (the “Effective Date”):

1. No Contract of Employment. I UNDERSTAND AND ACKNOWLEDGE THAT THIS AGREEMENT DOES NOT CONSTITUTE A CONTRACT OF EMPLOYMENT. MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES “AT-WILL” EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE COMPANY’S CHIEF EXECUTIVE OFFICER OR PRESIDENT. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE.

2. Confidential Information.

(a) Company Information. I agree at all times during and after the term of my employment and thereafter to hold in strictest confidence, and not to access or use, except for the benefit of the Company, any of the Company’s Confidential Information (defined below); or disclose to any person, firm or corporation any of the Company’s Confidential Information except as authorized by the Company’s management in connection with my authorized duties on behalf of the Company, and then only pursuant to a written non-disclosure agreement that sufficiently protects the Confidential Information. I understand that “Confidential Information” means any and all confidential or otherwise proprietary information, including but not limited to Inventions (defined below) and information that relates to the Company’s actual or anticipated business or research and development, technical data, Trade Secrets (defined below), or know-how, including, but not limited to, research, product plans or other information regarding the Company’s products or services and markets therefor, customer lists and customers (including, but not limited to, the Company’s customers on whom I called or with whom I became acquainted during the term of my employment), software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information. I further understand that Confidential Information (A) includes the foregoing information even if disclosed to me in connection with the contemplation of my becoming an employee of the Company, i.e. prior to the Effective Date, and (B) information which is claimed by the Company’s clients, prospects, and third party vendors to be proprietary and which the Company has obligations to keep confidential..

(b) Disclosures Required by Law. The confidentiality obligations set forth in this Section do not extend to, and I will not be held criminally or civilly liable under any federal or state trade secret law, or any other applicable law, for, any disclosure of Confidential Information that is: (i) required to be disclosed pursuant to subpoena, order of judicial or administrative authority, or in connection with judicial or administrative proceedings to which the Company is or I am a party; (ii) made in confidence to any government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (iii) in a complaint or other document that is filed in a lawsuit or other proceeding, if such filing is made under seal. I shall give the Company written notice of any such disclosure under this Section as soon as possible and to the extent possible at least 14 days prior to such disclosure in order to provide the Company with an opportunity, at the Company’s sole expense, to oppose and/or object to such disclosure, and any such disclosure is subject to all applicable governmental and judicial protection available for like material.

(c) Defend Trade Secrets Act Exemptions. Nothing contained in this Agreement prohibits me from disclosing a Trade Secret (defined below) (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If I file a lawsuit alleging retaliation by the Company for reporting a suspected violation of law, I may disclose Trade Secrets to my attorney and may use Trade Secrets in the court proceeding, if any document containing such Trade Secrets is filed under seal and if I do not disclose the Trade Secret, except pursuant to court order. “Trade Secret” means all trade secrets as defined under applicable federal and state law.

(d) Former Employer Information. I agree that I will not, during my employment with the Company, improperly use or disclose any confidential or proprietary information or trade secrets of any former employer or other person or entity and that I will not bring onto the premises of the Company any confidential or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity.

(e) Third Party Information. I recognize that the Company has received and in the future will receive from third parties their confidential or proprietary information, subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. I agree to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out my work for the Company consistent with the Company’s agreement with such third party.

(f) Provision of Confidential Information. The Company agrees to provide me with certain Confidential Information regarding the Company that will enable me to optimize the performance of my duties to the Company. I agree that the Company will have no obligation to make available to me any of its Confidential Information after the termination of my employment.

3. Inventions.

(a) Assignment of Inventions. I agree that all Inventions (defined below) and Intellectual Property Rights (defined below) shall be the sole and exclusive property of the Company. I will promptly make full written disclosure to the Company and will hold in trust for the sole right and benefit of the Company all Inventions and Intellectual Property Rights. I and hereby irrevocably assign to the Company, or its designee, all my right, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, trademarks or trade secrets, whether or not patentable or registrable under copyright or similar laws, software (including source code and object code and including model objects or other saved model formats which are output from the model training or development process), formulae, know-how, algorithms, data, databases, and other work product of any nature whatsoever, which I may solely or jointly create, discover, conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, (i) during the course of my performance of my job duties for the Company, (ii) in reliance upon or which incorporate the Company’s Confidential Information, or (iii) using any facilities, equipment, intellectual property, or other resources of the Company (regardless of when or where the work product is prepared), and all printed, physical, and electronic copies thereof, all improvements, rights, and claims related to the foregoing, and any other tangible embodiments thereof, (collectively, “Inventions”) and Intellectual Property Rights, including, without limitation, the right to sue, counterclaim, and recover for all past, present, and future infringement, or other violation thereof, except as provided in Section 3(d) below. I further acknowledge that all of the Inventions and Intellectual Property Rights which are protectable by copyright are “works made for hire” as that term is defined in the United States Copyright Act. I understand and agree that the decision whether or not to commercialize or market any Invention and/or Intellectual Property Rights is within the Company’s sole discretion and for the Company’s sole benefit and that no royalty will be due to me as a result of the Company’s efforts to commercialize or market any such Invention and/or Intellectual Property Rights. “Intellectual Property Rights” means any and all intellectual property or other proprietary rights embedded in or arising out of the Inventions, including but not limited to copyrights, trade secrets, trademarks (and related goodwill), mask works, and patents, arising in any jurisdiction throughout the world and all related rights of priority. I will promptly disclose to the Company, or any persons designated by it, all Inventions and/or Intellectual Property Rights made, conceived, reduced to practice, developed, originated or learned by me, either alone or jointly with others.

(b) Inventions Assigned to the United States. I agree to assign to the United States government all my right, title, and interest in and to any and all Inventions whenever such full title is required to be in the name of the United States government by a contract between the Company and the United States or any of its agencies.

(c) Maintenance of Records. I agree to keep and maintain adequate and current written records of all Inventions and Intellectual Property Rights during the term of my employment with the Company. The records will be in the form of notes, sketches, drawings and any other format that may be specified by the Company. The records will be available to the Company and shall remain the Company’s sole property at all times.

(d) Exception to Assignments; License to Other Inventions. I understand that the provisions of this Agreement requiring assignment of Inventions to the Company do not apply to any invention that I have developed entirely on my own time without using the Company’s equipment, supplies, facilities, trade secret information or Confidential Information (an “Other Invention”) except for those Other Inventions that result from any work that I performed for the Company. I have attached hereto as Exhibit A a list describing all Other Inventions, or, if no such list is attached or if Exhibit A is unsigned, I represent and warrant that there are no such Other Inventions. I agree that I will not incorporate, or permit to be incorporated, any Other Invention owned by me or in which I have an interest into a Company product, process or service without the Company’s prior written consent. Notwithstanding the foregoing sentence, if, in the course of my employment with the Company, I incorporate into a Company product, process or service an Other Invention owned by me or in which I have an interest, I hereby grant to the Company a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, transferable, sublicensable, worldwide license to reproduce, make derivative works of, distribute, perform, display, import, make, have made, modify, use, sell, offer to sell, and exploit in any other way such Other Invention as part of or in connection with such product, process or service, and to practice any method related thereto.

4. Solicitation of Employees. I agree that for a period of one (1) year immediately following the termination of my relationship with the Company for any reason, whether with or without cause, at the option either of the Company or myself, with or without notice, I will not, either directly or indirectly, solicit, induce, recruit or encourage any of the Company’s employees to leave their employment, or hire or take away such employees, or attempt to solicit, induce, recruit, encourage, hire or take away employees of the Company, either for myself or for any other person or entity.

5. Employee Representations and Warranties. To the extent permitted under applicable law, I represent and warrant that (i) I have the right to make the assignment set forth in Section 3(a); (ii) the assignment granted in Section 3(a) does not violate any obligations by which I am bound; (iii) Inventions and related Intellectual Property Rights created by me do not and will not infringe, misappropriate, or otherwise violate any third party intellectual property or other proprietary rights; and (iv) I do not need to use and will not use any Other Invention in the performance of its employment obligations for the Company.

6. Interference. I agree that during the course of my employment and for a period of one (1) year immediately following the termination of my relationship with the Company for any reason, whether with or without cause, at the option either of the Company or myself, with or without notice, I will not, either directly or indirectly, interfere with the Company’s customer relationships.

7. Covenant Not to Compete.

(a) I agree that during the course of my employment and for a period of one (1) year immediately following the termination of my relationship with the Company for any reason, whether with or without cause, at the option either of the Company or myself, with or without notice, I will not, either directly or indirectly, (i) serve as an advisor, agent, consultant, director, employee, officer, partner, proprietor or otherwise of, (ii) have any ownership interest in (except for passive ownership of one percent (1%) or less of any entity whose securities have been registered under the Securities Act of 1933, as amended, or Section 12 of the Securities Exchange Act of 1934, as amended) or (iii) participate in the organization, financing, operation, management or control of, any business in competition with the Company’s business as conducted by the Company at any time during the course of my employment with the Company. The foregoing covenant shall cover my activities in every part of the Territory. “Territory” shall mean (i) all counties in the State of Texas, (ii) all other states of the United States of America and (iii) all other countries of the world; provided that, with respect to clauses (ii) and (iii), the Company maintains non-trivial operations, facilities, or customers in such geographic area prior to the date of the termination of my relationship with the Company.]

(b) I acknowledge that my fulfillment of the obligations contained in this Agreement, including, but not limited to, my obligation neither to use, except for the benefit of the Company, or to disclose the Company’s Confidential Information and my obligation not to compete contained in subsection 7(a) is necessary to protect the Company’s Confidential Information and to preserve the Company’s value and goodwill. I further acknowledge the time, geographic and scope limitations of my obligations under subsection 7(a) are reasonable, especially in light of the Company’s desire to protect its Confidential Information, and that I will not be precluded from gainful employment if I am obligated not to compete with the Company during the period and within the Territory as described above.

(c) The covenants contained in subsection 7(a) shall be construed as a series of separate covenants, one for each city, county and state of any geographic area in the Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in subsection 7(a). If, in any judicial proceeding, a court refuses to enforce any of such separate covenants (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event the provisions of subsection 7(a) are deemed to exceed the time, geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, then permitted by such law.

8. Return or Destruction of Company Confidential Information. I agree that, upon the termination or expiration of my employment with the Company, for any reason, or at any other time upon the request by the Company, I will promptly deliver to the Company and/or destroy at the Company’s request, (and will not keep in my possession, recreate or deliver to anyone else) any and all copies of Confidential Information and any other Company property in my possession or under my control, including but not limited to, devices, records, data, notes, reports, proposals, lists, correspondence (including emails), specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items whether developed by me pursuant to my employment with the Company or by others, or otherwise belonging to the Company, its successors or assigns, including, but not limited to, those records maintained pursuant to Section 3(d). In the event of the termination or expiration of my employment, I agree to sign and deliver the “Termination Certification” attached hereto as Exhibit B.

9. Further Assurances; No Conflict. During and after my employment, I agree to reasonably cooperate with the Company as necessary or appropriate to carry out the intent of this Agreement, including but not limited to, executing any proper oath or verifying any proper document required to carry out the terms of this Agreement. I hereby irrevocably grant the Company power of attorney to execute and deliver any such documents on my behalf in my name and to do all other lawfully permitted acts to transfer the Inventions and Intellectual Property Rights to the Company and to prosecute, maintain, and enforce all Intellectual Property Rights transferred hereunder I represent that my performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my employment by the Company. I have not entered into, and I agree I will not enter into, any oral or written agreement in conflict herewith.

10. Notification to New Employer. In the event that I leave the employ of the Company, I hereby grant consent to notification by the Company to my new employer about my rights and obligations under this Agreement.

11. Arbitration and Equitable Relief.

(a) Arbitration. Except as provided in subsection (b) below, I agree that any dispute, claim or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement, shall be settled by arbitration to be held in Austin, Texas in accordance with the rules then in effect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. [To the extent permitted by law, the Company shall pay the administrative fees associated with the arbitration, except for the first $300.00 in administrative fees for any arbitration that is initiated by me, and each of us shall separately pay our counsel fees and expenses.

(b) Equitable Remedies. I acknowledge that should I breach or threaten to breach the terms of this Agreement irreparable damages may be caused to the Company, and I agree that it would be impossible or inadequate to measure and calculate the Company’s damages from my breach of this Agreement. Accordingly, I agree that if I breach or threaten to breach any such terms if this Agreement, the Company will have available, in addition to any other right or remedy available, the right to obtain injunctive relief from a court of competent jurisdiction, including but not limited to, restraining such breach or threatened breach and to specific performance of any such provision of this Agreement. I further agree that no bond or other security shall be required in obtaining such equitable relief and I hereby consent to the issuance of such injunctive relief.

12. General Provisions.

(a) Governing Law; Consent to Personal Jurisdiction. THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD FOR CONFLICTS OF LAWS PRINCIPLES. SUBJECT TO THE ARBITRATION PROVISION IN SECTION 11(a), I HEREBY EXPRESSLY CONSENT TO THE PERSONAL JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN TEXAS FOR ANY LAWSUIT FILED THERE AGAINST ME BY THE COMPANY CONCERNING MY EMPLOYMENT OR THE TERMINATION OF MY EMPLOYMENT OR ARISING FROM OR RELATING TO THIS AGREEMENT.

(b) Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and supersedes all prior discussions or representations between us, including, but not limited to, any representations made during my interview(s) or relocation negotiations, whether written or oral, and any previously executed proprietary information agreements. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the Company’s Chief Executive Officer or President and me. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.

(c) Severability. If one or more of the provisions in this Agreement are deemed void by law then the remaining provisions will continue in full force and effect.

(d) Successors and Assigns. This Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the Company, its successors and its assigns. The Company may assign this Agreement in its discretion, including all licenses granted to the Company hereunder.

(e) Construction. The language used in this Agreement will be deemed to by the language chosen by the parties to express their mutual intent and no rules of strict construction will be applied against either party.

(f) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be enforceable, and all of which together shall constitute one agreement.

(g) Survival. I agree that my obligations under this Agreement shall remain in effect after my termination of employment with the Company.

13. I acknowledge and agree to each of the following items:

(a) I am executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else; and

(b) I have carefully read this Agreement. I have asked any questions needed for me to understand the terms, consequences and binding effect of this Agreement and fully understand them; and

(Remainder of this page intentionally left blank)

IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the Effective Date.

FOXX DEVELOPMENT HOLDINGS INC.		[INSERT EMPLOYEE NAME]

By:		By:
	Signature		Signature

EMPLOYEE PROPRIETARY INFORMATION AND INVENTION ASSIGNMENT AGREEMENT
SIGNATURE PAGE

EXHIBIT A

LIST OF OTHER INVENTIONS

If you have Other Inventions, please list them in the space below. If you do not have any Other Inventions or you would like to include additional Other Inventions on separate pages, check the appropriate box at the bottom of the page.

Title	Date	Identifying Number or Brief Description

Check the following as applicable:

____ All of my Other Inventions are listed above

____ I have no Other Inventions

____ I have attached additional sheets describing my Other Inventions

Signature of Employee:

Print Name of Employee:

Date:

A-1

EXHIBIT B

FOXX DEVELOPMENT INC.

TERMINATION CERTIFICATION

I certify that I do not have in my possession, nor have I failed to return, any Confidential Information, including but not limited to, any devices, records, data, notes, reports, proposals, lists, correspondence (including emails), specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items containing Confidential Information and belonging to Foxx Development Inc., its subsidiaries, affiliates, successors or assigns (together, the “Company”).

I further certify that I have complied with all the terms of the Company’s Employee Proprietary Information and Invention Assignment Agreement signed by me, including, but not limited to, the reporting of any Inventions or Other Inventions (as such terms are defined therein).

I confirm my agreements contained in Section 2 (Confidential Information), Section 3 (Inventions), Section 4 (Solicitation of Employees), Section 6 (Interference), and Section 7 (Covenant Not to Compete) of the Employee Proprietary Information and Invention Assignment Agreement.

Date:


	Employee’s Signature


	Print Name

B-1

Exhibit 14.1

FOXX DEVELOPMENT HOLDINGS INC.

CODE OF BUSINESS CONDUCT AND ETHICS

I. PURPOSE

This Code of Business Conduct and Ethics (the “Code”) contains general guidelines for conducting the business of Foxx Development Holdings Inc., a Delaware corporation, and its subsidiaries and affiliates (collectively, the “Company”), and is intended to qualify as a “code of ethics” within the meaning of Section 406(c) of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder. To the extent this Code requires a higher standard than required by commercial practice or applicable laws, rules or regulations, we adhere to these higher standards.

This Code is designed to deter wrongdoing and to promote:

●

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

●

full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the U.S. Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company;

●

compliance with applicable laws, rules and regulations;

●

prompt internal reporting of violations of the Code; and

●

accountability for adherence to the Code.

II. APPLICABILITY

This Code applies to all directors, officers and employees of the Company, whether they work for the Company on a full-time, part-time, consultative or temporary basis (each, an “employee” and collectively, the “employees”). Certain provisions of the Code apply specifically to our chief executive officer, chief financial officer, senior finance officer and any other persons who perform similar functions for the Company (each, a “senior officer,” and collectively, the “senior officers”).

The Board of Directors of the Company (the “Board”) has appointed the Company’s Chief Financial Officer as the Compliance Officer for the Company (the “Compliance Officer”). If you have any questions regarding the Code or would like to report any violation of the Code, please contact the Compliance Officer.

This Code has been adopted by the Board. The Board and the Compliance Officer, as well as any duly appointed committee charged with enforcing this Code, shall be entitled to enforce this Code to the full extent permitted by law.

III. CONFLICTS OF INTEREST

Identifying Conflicts of Interest

A conflict of interest occurs when an employee’s private interest interferes, or appears to interfere, in any way with the interests of the Company as a whole. An employee should actively avoid any private interest that may impact such employee’s ability to act in the interests of the Company or that may make it difficult to perform the employee’s work objectively and effectively. In general, the following should be considered conflicts of interest:

●

Competing Business. No employee may be employed by a business that competes with the Company or deprives it of any business.

●

Corporate Opportunity. No employee should use corporate property, information or his/her position with the Company to secure a business opportunity that would otherwise be available to the Company. If an employee discovers a business opportunity that is in the Company’s line of business through the use of the Company’s property, information or position, the employee must first present the business opportunity to the Company and obtain approval from the Company’s Audit Committee before pursuing the opportunity in his/her individual capacity.

●

Financial Interests

No employee may have any financial interest (ownership or otherwise), either directly or indirectly through a spouse or other family member, in any other business or entity if such interest adversely affects the employee’s performance of duties or responsibilities to the Company, or requires the employee to devote time to it during such employee’s working hours at the Company; provided, however that an officer or director may devote time to such other interest during working hours so long as it does not interfere with his/her ability to carry out his/her duties at the Company;

ii.

No employee may hold any ownership interest in a privately held company that is in competition with the Company;

iii.

An employee may hold up to 5% ownership interest in a publicly traded company that is in competition with the Company; provided that if the employee’s ownership interest in such publicly traded company increases to more than 5%, the employee must immediately report such ownership to the Compliance Officer;

iv.

No employee may hold any ownership interest in a company that has a business relationship with the Company if such employee’s duties at the Company include managing or supervising the Company’s business relations with that company; and

Notwithstanding the other provisions of this Code,

(a)

a director or any immediate family member of such director (collectively, “Director Affiliates”) or a senior officer or any immediate family member of such senior officer (collectively, “Officer Affiliates”) may continue to hold his/her investment or other financial interest in a business or entity (an “Interested Business”) that:

(1)

was made or obtained either (x) before the Company invested in or otherwise became interested in such business or entity; or (y) before the director or senior officer joined the Company (for the avoidance of doubt, regardless of whether the Company had or had not already invested in or otherwise become interested in such business or entity at the time the director or senior officer joined the Company); or

(2)

may in the future be made or obtained by the director or senior officer, provided that at the time such investment or other financial interest is made or obtained, the Company has not yet invested in or otherwise become interested in such business or entity;

provided that such director or senior officer shall disclose such investment or other financial interest to the Board;

(b)

an interested director or senior officer shall refrain from participating in any discussion among senior officers of the Company relating to an Interested Business and shall not be involved in any proposed transaction between the Company and an Interested Business; and

(c)

before any Director Affiliate or Officer Affiliate (i) invests, or otherwise acquires any equity or other financial interest, in a business or entity that is in competition with the Company; or (ii) enters into any transaction with the Company, the related director or senior officer shall obtain prior approval from the Audit Committee of the Board.

For purposes of this Code, a company or entity is deemed to be “in competition with the Company” if it competes with the Company’s business of providing corporate business training services, corporate consulting services, advisory and transaction services, and/or any other business in which the Company is engaged.

●

Loans or Other Financial Transactions. No employee may obtain loans or guarantees of personal obligations from, or enter into any other personal financial transaction with, any company that is a material customer, supplier or competitor of the Company. This guideline does not prohibit arms-length transactions with recognized banks or other financial institutions.

●

Service on Boards and Committees. No employee shall serve on a board of directors or trustees or on a committee of any entity (whether profit or not-for-profit) whose interests could reasonably be expected to conflict with those of the Company. Employees must obtain prior approval from the Board or the Company’s Audit Committee, as required by the rules of Nasdaq, before accepting any such board or committee position. The Company may revisit its approval of any such position at any time to determine whether an employee’s service in such position is still appropriate.

The above is in no way a complete list of situations where conflicts of interest may arise. The following questions might serve as a useful guide in assessing a potential conflict of interest situation not specifically addressed above:

●

Is the action to be taken legal?

●

Is it honest and fair?

●

Is it in the best interests of the Company?

Disclosure of Conflicts of Interest

The Company requires that employees fully disclose any situations that could reasonably be expected to give rise to a conflict of interest. If an employee suspects that he/she has a conflict of interest, or a situation that others could reasonably perceive as a conflict of interest, the employee must report it immediately to the Compliance Officer. Conflicts of interest may only be waived by the Board, the appropriate committee of the Board and in some cases, as in accordance with Nasdaq rules, only by the Company’s Audit Committee, and will be promptly disclosed to the public to the extent required by law and applicable rules of Nasdaq.

Family Members and Work

The actions of family members outside the workplace may also give rise to conflicts of interest because they may influence an employee’s objectivity in making decisions on behalf of the Company. If a member of an employee’s family is interested in doing business with the Company, the criteria as to whether to enter into or continue the business relationship and the terms and conditions of the relationship must be no less favorable to the Company compared with those that would apply to an unrelated party seeking to do business with the Company under similar circumstances.

Employees should report any situation involving family members that could reasonably be expected to give rise to a conflict of interest to their supervisor or the Compliance Officer. For purposes of this Code, “family members” or “members of employee’s family” include an employee’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares such employee’s home.

IV. GIFTS AND ENTERTAINMENT

The giving and receiving of appropriate gifts may be considered common business practice. Appropriate business gifts and entertainment are welcome courtesies designed to build relationships and understanding among business connections. However, gifts and entertainment should never compromise, or appear to compromise, an employee’s ability to make objective and fair business decisions.

It is the responsibility of employees to use good judgment in this area. As a general rule, employees may give or receive gifts or entertainment to or from customers or suppliers only if the gift or entertainment is in compliance with applicable law, insignificant in amount and not given in consideration or expectation of any action by the recipient. All gifts and entertainment expenses made on behalf of the Company must be properly accounted for on expense reports.

We encourage employees to submit gifts received to the Company. While it is not mandatory to submit small gifts, gifts of over USD 100 must be submitted immediately to the Compliance Officer.

Bribes and kickbacks are criminal acts, strictly prohibited by law. An employee must not offer, give, solicit or receive any form of bribe or kickback anywhere in the world.

V. FCPA COMPLIANCE

The U.S. Foreign Corrupt Practices Act (“FCPA”) prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. A violation of FCPA does not only violate the Company’s policy but also constitute a civil or criminal offense under FCPA which the Company is subject to after the Effective Time. No employee shall give or authorize directly or indirectly any illegal payments to government officials of any country. While the FCPA does, in certain limited circumstances, allow nominal “facilitating payments” to be made, any such payment must be discussed with and approved by an employee’s supervisor in advance before it can be made.

VI. PROTECTION AND USE OF COMPANY ASSETS

Employees should protect the Company’s assets and ensure their efficient use for legitimate business purposes only. Theft, carelessness and waste have a direct impact on the Company’s profitability. Any use of the funds or assets of the Company, whether for personal gain or not, for any unlawful or improper purpose is strictly prohibited.

To ensure the protection and proper use of the Company’s assets, each employee should:

●

Exercise reasonable care to prevent theft, damage or misuse of Company property;

●

Promptly report any actual or suspected theft, damage or misuse of Company property;

●

Safeguard all electronic programs, data, communications and written materials from unauthorized access; and

●

Use Company property only for legitimate business purposes.

Except as approved in advance by the Chief Executive Officer or Chief Financial Officer of the Company, the Company prohibits political contributions (directly or through trade associations) by any employee on behalf of the Company. Prohibited political contributions include:

●

any contributions of the Company’s funds or other assets for political purposes;

●

encouraging individual employees to make any such contribution; and

●

reimbursing an employee for any political contribution.

VII. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

Employees should abide by the Company’s rules and policies in protecting the intellectual property and confidential information, including the following:

●

All inventions, creative works, computer software, and technical or trade secrets developed by an employee in the course of performing the employee’s duties or primarily through the use of the Company’s assets or resources while working at the Company shall be the property of the Company.

●

Employees should maintain the confidentiality of information entrusted to them by the Company or entities with which the Company has business relations, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its business associates, if disclosed.

●

The Company maintains a strict confidentiality policy. During an employee’s term of employment with the Company, the employee shall comply with any and all written or unwritten rules and policies concerning confidentiality and shall fulfill the duties and responsibilities concerning confidentiality applicable to the employee.

●

In addition to fulfilling the responsibilities associated with his/her position in the Company, an employee shall not, without obtaining prior approval from the Company, disclose, announce or publish trade secrets or other confidential business information of the Company, nor shall an employee use such confidential information outside the course of his/her duties to the Company.

●

Even outside the work environment, an employee must maintain vigilance and refrain from disclosing important information regarding the Company or its business, business associates or employees.

●

An employee’s duty of confidentiality with respect to the confidential information of the Company survives the termination of such employee’s employment with the Company for any reason until such time as the Company discloses such information publicly or the information otherwise becomes available in the public sphere through no fault of the employee.

●

Upon termination of employment, or at such time as the Company requests, an employee must return to the Company all of its property without exception, including all forms of medium containing confidential information, and may not retain duplicate materials.

VIII. ACCURACY OF FINANCIAL REPORTS AND OTHER PUBLIC COMMUNICATIONS

The Company is required to report its financial results and other material information about its business to the public and the SEC. It is the Company’s policy to promptly disclose accurate and complete information regarding its business, financial condition and results of operations. Employees must strictly comply with all applicable standards, laws, regulations and policies for accounting and financial reporting of transactions, estimates and forecasts. Inaccurate, incomplete or untimely reporting will not be tolerated and can severely damage the Company and result in legal liability.

Employees should be on guard for, and promptly report, any possibility of inaccurate or incomplete financial reporting. Particular attention should be paid to:

●

Financial results that seem inconsistent with the performance of the underlying business;

●

Transactions that do not seem to have an obvious business purpose; and

●

Requests to circumvent ordinary review and approval procedures.

The Company’s senior financial officers and other employees working in the finance department have a special responsibility to ensure that all of the Company’s financial disclosures are full, fair, accurate, timely and understandable. Any practice or situation that might undermine this objective should be reported to the Compliance Officer.

Employees are prohibited from directly or indirectly taking any action to coerce, manipulate, mislead or fraudulently influence the Company’s independent auditors for the purpose of rendering the financial statements of the Company materially misleading. Prohibited actions include but are not limited to:

●

issuing or reissuing a report on the Company’s financial statements that is not warranted in the circumstances (due to material violations of U.S. GAAP, generally accepted auditing standards or other professional or regulatory standards);

●

not performing audit, review or other procedures required by generally accepted auditing standards or other professional standards;

●

not withdrawing an issued report when withdrawal is warranted under the circumstances; or

●

not communicating matters required to be communicated to the Company’s Audit Committee.

IX. COMPANY RECORDS

Accurate and reliable records are crucial to the Company’s business and form the basis of its earnings statements, financial reports and other disclosures to the public. The Company’s records are a source of essential data that guides business decision-making and strategic planning. Company records include, but are not limited to, booking information, payroll, timecards, travel and expense reports, e-mails, accounting and financial data, measurement and performance records, electronic data files and all other records maintained in the ordinary course of business.

All Company records must be complete, accurate and reliable in all material respects. There is never an acceptable reason to make false or misleading entries. Undisclosed or unrecorded funds, payments or receipts are strictly prohibited. An employee is responsible for understanding and complying with the Company’s recordkeeping policy. An employee should contact the Compliance Officer if he/she has any questions regarding the recordkeeping policy.

X. COMPLIANCE WITH LAWS AND REGULATIONS

Each employee has an obligation to comply with the laws of the cities, provinces, regions and countries in which the Company operates. This includes, without limitation, laws covering commercial bribery and kickbacks, patent, copyrights, trademarks and trade secrets, information privacy, insider trading, offering or receiving gratuities, employment harassment, environmental protection, occupational health and safety, false or misleading financial information, misuse of corporate assets and foreign currency exchange activities. Employees are expected to understand and comply with all laws, rules and regulations that apply to their positions at the Company. If any doubt exists about whether a course of action is lawful, the employee should seek advice immediately from the Compliance Officer.

XI. DISCRIMINATION AND HARASSMENT

The Company is firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment based on race, ethnicity, religion, gender, age, national origin or any other protected class. For further information, employees should consult the Compliance Officer.

XII. FAIR DEALING

Each employee should endeavor to deal fairly with the Company’s customers, suppliers, competitors and employees. None should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

XIII. HEALTH AND SAFETY

The Company strives to provide employees with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for other employees by following environmental, safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions. Violence or threats of violence are not permitted.

Each employee is expected to perform his/her duty to the Company in a safe manner, not under the influence of alcohol, illegal drugs or other controlled substances. The use of illegal drugs or other controlled substances in the workplace is prohibited.

XIV. VIOLATIONS OF THE CODE

All employees have a duty to report any known or suspected violation of this Code, including any violation of laws, rules, regulations or policies that apply to the Company. Reporting a known or suspected violation of this Code by others will not be considered an act of disloyalty, but an action to safeguard the reputation and integrity of the Company and its employees.

If an employee knows of or suspects a violation of this Code, it is such employee’s responsibility to immediately report the violation to the Compliance Officer, who will work with the employee to investigate his/her concern. All questions and reports of known or suspected violations of this Code will be treated with sensitivity and discretion. The Compliance Officer and the Company will protect the employee’s confidentiality to the extent possible, consistent with the law and the Company’s need to investigate the employee’s concern.

It is the Company’s policy that any employee who violates this Code will be subject to appropriate disciplinary action, including termination of employment, based upon the facts and circumstances of each particular situation. An employee’s conduct, if it does not comply with the law or with this Code, can result in serious consequences for both the employee and the Company.

The Company strictly prohibits retaliation against an employee who, in good faith, seeks help or reports known or suspected violations. An employee inflicting reprisal or retaliation against another employee for reporting a known or suspected violation will be subject to disciplinary action, including termination of employment.

XV. WAIVERS OF THE CODE

Waivers of this Code will be granted on a case-by-case basis and only in extraordinary circumstances. Waivers of this Code may be made only by the Board, or the appropriate committee of the Board, and may be promptly disclosed to the public if so required by applicable laws and regulations and rules of the Nasdaq. Notwithstanding the foregoing, any waiver of this Code for a senior officer or a director may only be granted by the Board and must be publicly disclosed in accordance with the applicable rules of the Nasdaq.

XVI. CONCLUSION

This Code contains general guidelines for conducting the business of the Company consistent with the highest standards of business ethics. If employees have any questions about these guidelines, they should contact the Compliance Officer. We expect all employees to adhere to these standards. Each employee is separately responsible for his/her actions. Conduct that violates the law or this Code cannot be justified by claiming that it was ordered by a supervisor or someone in higher management positions. If an employee engages in conduct prohibited by the law or this Code, such employee will be deemed to have acted outside the scope of his/her employment. Such conduct will subject the employee to disciplinary action, including termination of employment.

* * * * * * * * * * * * *

Exhibit 21.1

SUBSIDIAIRES OF FOXX DEVELOPMENT HOLDINGS INC.

Subsidiaries		Place of Incorporation			Incorporation Time			Percentage Ownership
Foxx Development Inc.		Delaware			November 13, 2023			100	%

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information present the combination of the financial information of Acri Capital Acquisition Corporation, a Delaware corporation (“ACAC”) and Foxx Development Inc., a Texas corporation (“Foxx”), as adjusted to give effect to the Business Combination as defined below.

The unaudited pro forma condensed combined financial statements are based on the ACAC historical financial statements and Foxx historical financial statements as adjusted to give effect to the Business Combination. The unaudited pro forma condensed combined balance sheet gives pro forma effect to the Business Combination as if they had been consummated on March 31, 2024. The unaudited pro forma condensed combined statement of operations for the nine months ended March 31, 2024 and for the year ended June 30, 2023 gives effect to the Transactions as if they had occurred on July 1, 2022, the beginning of the earliest period presented.

The unaudited pro forma condensed combined financial statements were prepared in accordance with Article 11 of SEC Regulation S-X, as amended by the final rule, Release No. 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses. Release No. 33-10786 replaced the previous pro forma adjustment criteria with simplified requirements to depict the accounting for the Business Combination (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). Management has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information. The adjustments presented in the unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an understanding of the combined company (“PubCo” or the “Combined Company”) reflecting the Business Combination.

The unaudited pro forma condensed combined financial statements are provided for illustrative purposes only and are not necessarily indicative of what the actual results of operations and financial position would have been had the Transactions taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the Combined Company.

The unaudited pro forma condensed combined balance sheet as of March 31, 2024 has been prepared using, and should be read in conjunction with, the following:

●

ACAC’s unaudited balance sheet as of March 31, 2024 and the related notes included elsewhere in the ACAC’s Quarterly Report on Form 10-Q filed on May 13, 2024; and

●

Foxx’s unaudited consolidated balance sheet as of March 31, 2024 and the related notes are incorporated in the Form 8-K filed on October 2, 2024 by reference.

The unaudited pro forma condensed combined statement of operations for the nine months ended March 31, 2024 has been prepared using, and should be read in conjunction with, the following:

●

ACAC’s statement of operations for the nine months ended March 31, 2024 derived from the historical information of ACAC; and

●

Foxx’s unaudited statements of operations for the nine months ended March 31, 2024 and the related notes are incorporated in the Form 8-K filed on October 2, 2024 by reference.

The unaudited pro forma condensed combined statement of operations for the year ended June 30, 2023 has been prepared using, and should be read in conjunction with, the following:

●

ACAC’s statement of operations for the twelve months ended June 30, 2023 derived from the historical information of ACAC; and

●

Foxx’s audited statements of operations for the year ended June 30, 2023 and the related notes are incorporated in the Form 8-K filed on October 2, 2024 by reference.

Description of the Business Combination

On September 26, 2024 (the “Closing Date”), ACAC consummated the previously announced business combination pursuant to the terms of the business combination agreement (as amended from time to time, the “Business Combination Agreement”), by and among us, Acri Capital Merger Sub I Inc., a Delaware corporation and wholly-owned subsidiary of ACAC (prior to the closing of all the transactions contemplated in the Business Combination Agreement, the “Purchaser”), Acri Capital Merger Sub II Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser (“Merger Sub”, together with us and the Purchaser, the “Purchaser Parties”), and Foxx, pursuant to which (i) ACAC merged with and into Purchaser (the “Reincorporation Merger”), and (ii) Foxx merged with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of Purchaser (the “Acquisition Merger”). The Reincorporation Merger, the Acquisition Merger, and other transactions contemplated under the Business Combination Agreement, are collectively referred to as the “Business Combination”.

In accordance with the terms and subject to the conditions of the Merger Agreement:

●

Immediately prior to the effective time of the Reincorporation Merger (the “Reincorporation Merger Effective Time”), which was on September 25, 2024, one business day prior to the Closing, (i) each issued and outstanding ACAC unit was automatically separated into one (1) share of ACAC Class A common stock and one-half (1/2) of one ACAC warrant, and (ii) each share of ACAC Class A common stock held by ACAC stockholders who validly redeemed their ACAC Class A common stock (each “ACAC Redeeming Share”) was automatically cancelled and ceased to exist and thereafter represented only the right to be paid a pro-share redemption price.

●

At the Reincorporation Merger Effective Time (on September 25, 2024), (i) each share of ACAC Class A or Class B common stock issued and outstanding (other than ACAC Redeeming Shares) was converted automatically into one (1) share of common stock of Purchaser, par value $0.0001 per share (“Purchaser Common Stock”), and (ii) each issued and outstanding ACAC warrant was converted automatically into one (1) redeemable warrant of Purchaser, exercisable for one (1) share of Purchaser Common Stock at an exercise price of $11.50 (“Purchaser Warrant”).

●

At the effective time of the Acquisition Merger, i.e. the Closing on September 26, 2024, by virtue of the Acquisition Merger and the Business Combination Agreement, and without any action on the part of any party to the Business Combination Agreement or affiliate or security thereof, the issued and outstanding shares of common stock of Foxx (“Foxx Common Stock”) held by exiting holders of Foxx common stock (the “Foxx Stockholders”) immediately prior to the Closing (including shares of Foxx Common Stock issuable upon conversion of the principal and accrued interest of promissory notes of Foxx issued in the Transaction Financing, as defined below) were cancelled and automatically converted into (i) the right to receive, without interest, the applicable portion of 5,000,000 Purchaser Common Stock (the “Closing Payment Stock”, 500,000 of which are subject to the Escrow Arrangement noted below), and (ii) the contingent right to receive the applicable portion of the Earnout Shares (as defined below), if, as and when payable in accordance with the earnout provisions of the Business Combination Agreement.

●

Additionally, the Foxx Stockholders may be entitled to receive “Earnout Shares”, which refer to 4,200,000 shares of Purchaser Common Stock, subject to the vesting schedule as follows:

(i)

in connection with the financial performance for the fiscal year ending June 30, 2024:

○

(A) 700,000 Earnout Shares will be issued to Foxx Stockholders on a pro rata basis if and only if PubCo’s audited consolidated financial statements for the fiscal year ending June 30, 2024 (“2024 PubCo Audited Financial Statements”), prepared in accordance with the Generally Accepted Accounting Principles of the United States (“U.S. GAAP”) and filed with the SEC on Form 10-K by PubCo after Closing, reflect revenue of PubCo for the fiscal year ending June 30, 2024 (the “PubCo 2024 Revenue”) no less than $67,000,000 (including $67,000,000) and less than $84,000,000 (excluding $84,000,000);

○

(B) 1,400,000 Earnout Shares will be issued to Foxx Stockholders on a pro rata basis if and only if the PubCo 2024 Revenue is no less than $84,000,000 (including $84,000,000) and less than $100,000,000 (excluding $100,000,000);

○

(C) 2,100,000 Earnout Shares will be issued to Foxx Stockholders on a pro rata basis if and only if the PubCo 2024 Revenue is no less than $100,000,000 (including $100,000,000);

provided, however, that the Earnout Shares shall be issued and delivered pursuant to one paragraph from (i)(A)-(i)(C) above only once; and

(ii)

In connection with the financial performance for the fiscal year ending June 30, 2025:

○

(A) 700,000 Earnout Shares will be issued to Foxx Shareholders on a pro rata basis if and only if PubCo’s audited consolidated financial statements for the fiscal year ending June 30, 2025 (“2025 PubCo Audited Financial Statements”), prepared in accordance with U.S. GAAP and filed with the SEC on Form 10-K by PubCo after Closing, reflect revenue of PubCo for the fiscal year ending June 30, 2025 (the “PubCo 2025 Revenue”) no less than $77,050,000 (including $77,050,000) and less than $96,600,000 (excluding $96,600,000);

○

(B) 1,400,000 Earnout Shares will be issued to Foxx Stockholders on a pro rata basis if and only if the PubCo 2024 Revenue is no less than $96,600,000 (including $96,600,000) and less than $115,000,000 (excluding $115,000,000);

○

(C) 2,100,000 Earnout Shares will be issued to Foxx Stockholders on a pro rata basis if and only if the PubCo 2024 Revenue reflected in the 2024 PubCo Audited Financial Statements is no less than One Hundred and Fifteen Million Dollars ($115,000,000) (including $115,000,000);

provided, however, that the Earnout Shares shall be issued and delivered pursuant to one paragraph from (ii)(A) to (ii)(C) above only once.

Following consummation of the Business Combination (the “Closing”), Purchaser changed its corporate name to Foxx Development Holdings, Inc. (“PubCo”). In addition, the Merger Sub changed it name to “Foxx Development Inc .”

Accounting for the Business Combination

The Business Combination accounted for as a “reverse recapitalization” in accordance with U.S. GAAP. Under this method of accounting, ACAC treated as the “acquired” company for financial reporting purposes. This determination is primarily based on the fact that subsequent to the Business Combination, Foxx’s stockholders are expected to have a majority of the voting power of the Combined Company, Foxx comprised all of the ongoing operations of the Combined Company, Foxx comprised a majority of the governing body of the Combined Company, and Foxx’s senior management comprised all of the senior management of the Combined Company. Accordingly, for accounting purposes, the Business Combination treated as the equivalent of Foxx issuing shares for the net assets of ACAC, accompanied by a recapitalization. The net assets of ACAC stated at historical costs. No goodwill or other intangible assets are recorded. Operations prior to the Business Combination were those of Foxx.

Basis of Pro Forma Presentation

The unaudited pro forma combined financial information included in this Exhibit has been prepared using actual redemption of ACAC’s Class A common stock .

We are providing this information to aid you in your analysis of the financial aspects of the Business Combination. The unaudited pro forma condensed combined financial statements described above and the assumption and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial statements should be read in conjunction with ACAC’s historical financial statements, Foxx’s historical financial statements, and the related notes thereto. The pro forma adjustments are preliminary, and the unaudited pro forma information have been presented for illustrative purposes only and are not necessarily indicative of the financial position or results of operations that may have actually occurred had the Business Combination taken place on the dates noted, or of the Combined Company’s future financial position or operating results. Further, the unaudited pro forma condensed combined financial statements do not purport to project the future operating results or financial position of the Combined Company following the completion of the Business Combination. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF MARCH 31, 2024

	(1)											(2)
		ACAC										Foxx									Actual Redemptions
					Transaction										Transaction							Transaction
					Accounting				Pro Forma						Accounting							Accounting				Pro Forma
		(Historical)			Adjustments		Note		Combined			(Historical)			Adjustments		Note		(Pro Forma)			Adjustments		Note		Combined

Assets:
Current assets:
Cash and cash equivalents	$	89,955		$	435,000		(D)	$	194,009		$	254,752		$	10,000,000		(F)	$	10,254,752		$	1,610,362		(H)	$	9,367,659
					(330,946	)	(E)															(1,725,000	)	(I)
																						(247,464	)	(K)
																						(719,000	)	(L)
Accounts receivable		-			-				-			174,950			-				174,950			-				174,950
Inventories		-			-				-			662,227			-				662,227			-				662,227
Prepayment and other current assets		90,594			-				90,594			1,700,215			-				1,700,215			-				1,790,809
Total current assets		180,549			104,054				284,603			2,792,144			10,000,000				12,792,144			(1,081,102	)			11,995,645

Property and equipment, net		-			-				-			151,010			-				151,010			-				151,010
Operating right-of-use asset		-			-				-			111,557			-				111,557			-				111,557
Deferred offering costs		-			-				-			259,648			-				259,648			(259,648	)	(L)		-
Security deposit		-			-				-			25,030			-				25,030							25,030
Investments held in Trust Account		37,373,688			618,310		(A)		1,610,362			-			-				-			(1,610,362	)	(H)		-
					300,000		(B)
					(36,681,636	)	(C)
Total Assets	$	37,554,237		$	(35,659,272	)		$	1,894,965		$	3,339,389		$	10,000,000			$	13,339,389		$	(2,951,112	)		$	12,283,242

Liabilities, Temporary Equity, and Stockholders’ Equity (Deficit)
Current liabilities:
Accrued expenses and other current liabilities		61,703			236,964		(E)		298,667			365,779			(162,944	)	(G)		202,835			(247,464	)	(K)		141,038
																						(113,000	)	(L)
Franchise tax payable		16,141			-				16,141			-			-				-			-				16,141
Income tax payable		556,786			-				556,786			-			-				-			-				556,786
Excise tax payable		556,620			-				556,620			-			-				-			-				556,620
Other payable - related party		-			-				-			5,584							5,584							5,584
Customer deposits		-			-				-			89,750							89,750							89,750
Short-term loans		-			-				-			291,208			-				291,208							291,208
Current maturity of long-term loan		-			-				-			18,962			-				18,962							18,962
Operating lease liability - current		-			-				-			40,545			-				40,545							40,545
Convertible promissory notes		-			-				-			5,000,000			10,000,000		(F)		-			-				-
															(15,000,000	)	(G)
Promissory notes - related party		2,077,568			300,000		(B)		2,812,568			-			-				-			(2,603,923	)	(M)		208,645
					435,000		(D)
Total current liabilities		3,268,818			971,964				4,240,782			5,811,828			(5,162,944	)			648,884			(2,964,387	)			1,925,279

Operating lease liability - non-current		-			-				-			72,818			-				72,818			-				72,818
Long-term loan - non-current		-			-				-			100,548			-				100,548			-				100,548
Deferred tax liability		34,202			-				34,202			-			-				-			-				34,202
Deferred underwriters’ discount		2,156,250			-				2,156,250			-			-				-			(2,156,250	)	(I)		-
Total Liabilities		5,459,270			971,964				6,431,234			5,985,194			(5,162,944	)			822,250			(5,120,637	)			2,132,847

Commitments and Contingencies

Class A common stock subject to possible redemption		36,787,026			618,310		(A)		1,023,700			-			-				-			(1,023,700	)	(O)		-
					300,000		(B)
					(36,681,636	)	(C)

Stockholders’ Equity (Deficit):
Preferred stock		-			-				-			-			-							-				-
Common stock		-			-				-			1,000			505		(G)		1,505			4		(I)		727
																						216		(J)
																						(1,005	)	(N)
																						7		(O)
Class A common stock		-			-				-			-			-				-			-				-
Class B common stock		216			-				216			-			-				-			(216	)	(J)		-
Additional paid-in capital		-			-				-			7,023,492			15,162,439		(G)		22,185,931			431,246		(I)		19,819,965
																						(5,560,185	)	(J)
																						(865,648	)	(L)
																						2,603,923		(M)
																						1,005		(N)
																						1,023,693		(O)
Accumulated deficit		(4,692,275	)		(300,000	)	(B)		(5,560,185	)		(9,670,297	)		-				(9,670,297	)		5,560,185		(J)		(9,670,297	)
					(567,910	)	(E)
Total Stockholders’ Equity (Deficit)		(4,692,059	)		(867,910	)			(5,559,969	)		(2,645,805	)		15,162,944				12,517,139			3,193,225				10,150,395
Total Liabilities, Temporary Equity, and Stockholders’ Equity (Deficit)	$	37,554,237		$	(35,659,272	)		$	1,894,965		$	3,339,389		$	10,000,000			$	13,339,389		$	(2,951,112	)		$	12,283,242

(1)

Derived from the unaudited condensed consolidated balance sheet of Acri Capital Acquisition Corporation (“ACAC”) as of March 31, 2024. See ACAC’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

(2)

Derived from the unaudited balance sheet of Foxx Development Inc. (“Foxx”) as of March 31, 2024. See Foxx’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED MARCH 31, 2024

							Actual Redemptions
	(1)			(2)			Transaction
	ACAC			Foxx			Accounting					Pro Forma
	(Historical)			(Historical)			Adjustments			Note		Combined

Revenues	$	-		$	1,346,663		$	-				$	1,346,663
Cost of goods sold		-			1,286,762			-					1,286,762
Gross profit		-			59,901			-					59,901

Operating expenses:
Selling expense		-			499,802			-					499,802
General and administrative expenses		550,894			1,401,915			-					1,952,809
Research and development - related party		-			45,584			-					45,584
Franchise tax expenses		57,883			-			-					57,883
Total operating expenses		608,777			1,947,301			-					2,556,078
Loss from Operations		(608,777	)		(1,887,400	)		-					(2,496,177	)
Other income
Interest earned on investment held in Trust Account		1,431,687			-			(1,431,687	)		(AA)		-
Interest expense		-			(169,778	)		159,444			(CC)		(10,334	)
Other income, net		-			2,995			-					2,995
Total other income		1,431,687			(166,783	)		(1,272,243	)				(7,339	)
Income (loss) before income taxes		822,910			(2,054,183	)		(1,272,243	)				(2,503,516	)
Provision for income taxes		288,498			19,828			(288,498	)		(AA)		19,828
Net Income (Loss)	$	534,412		$	(2,074,011	)	$	(983,745	)			$	(2,523,344	)

Basic and diluted weighted average shares outstanding, common stock subject to possible redemption		3,270,652						(3,270,652	)		(BB)		-
Basic and diluted net income per share, common stock subject to possible redemption	$	0.31										$	-
Basic and diluted weighted average shares outstanding, common stock attributable to ACAC		2,156,250						5,113,846			(BB)		7,270,096
Basic and diluted net loss per share, common stock attributable to ACAC	$	(0.23	)									$	(0.35	)
					1,000,000
Basic and diluted weighted average of common stock outstanding
Basic and diluted loss per share per common stock				$	(2.07	)

(1)

Derived from the historical information of ACAC for the nine months ended March 31, 2024.

(2)

Derived from the unaudited statement of operations of Foxx for the nine months ended March 31, 2024. See Foxx’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 2023

							Actual Redemptions
	(1)			(2)			Transaction
	ACAC			Foxx			Accounting					Pro Forma
	(Historical)			(Historical)			Adjustments			Note		Combined

Revenues	$	-		$	21,622,887		$	-				$	21,622,887
Cost of goods sold		-			20,514,107			-					20,514,107
Gross profit		-			1,108,780			-					1,108,780

Operating expenses:
General and administrative expenses		946,950			750,473			567,910			(DD)		2,265,333
Research and development -related party		-			272,080			-					272,080
Franchise tax expenses		75,983			-			-					75,983
Total operating expenses		1,022,933			1,022,553			567,910					2,613,396
Loss from Operations		(1,022,933	)		86,227			(567,910	)				(1,504,616	)
Other income
Interest earned on investment held in Trust Account		2,329,074			-			(2,329,074	)		(AA)		-
Interest expense		-			(9,277	)		3,500			(CC)		(5,777	)
Other expense, net		-			(4,522	)		-					(4,522	)
Total other income		2,329,074			(13,799	)		(2,325,574	)				(10,299	)
Income (loss) before income taxes		1,306,141			72,428			(2,893,484	)				(1,514,915	)
Provision for income taxes		473,732			14,237			(473,732	)		(AA)		14,237
Net income (loss)	$	832,409		$	58,191		$	(2,419,752	)			$	(1,529,152	)

Basic and diluted weighted average shares outstanding, common stock subject to possible redemption		6,864,484						(6,864,484	)		(BB)		-
Basic and diluted net income per share, common stock subject to possible redemption	$	0.19										$	-
Basic and diluted weighted average shares outstanding, common stock attributable to Acri		2,156,250						5,113,846			(BB)		7,270,096
Basic and diluted net loss per share, common stock attributable to Acri	$	(0.21	)									$	(0.21	)

Basic weighted average of common stock outstanding					1,000,000
Basic loss per share per common stock				$	0.06
Diluted weighted average of common stock outstanding					1,001,648
Diluted loss per share per common stock				$	0.06

(1)

Derived from the historical information of ACAC for the year ended June 30, 2023.

(2)

Derived from the statement of operations of Foxx for the year ended June 30, 2023. See Foxx’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1 — Basis of Presentation

On September 26, 2024 (the “Closing Date”), Acri Capital Acquisition Corporation, a Delaware corporation (“ACAC”) consummated the previously announced business combination pursuant to the terms of the business combination agreement (as amended from time to time, the “Business Combination Agreement”), by and among us, Acri Capital Merger Sub I Inc., a Delaware corporation and wholly-owned subsidiary of ACAC (prior to the closing of all the transactions contemplated in the Business Combination Agreement, the “Purchaser”), Acri Capital Merger Sub II Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser (“Merger Sub”, together with us and the Purchaser, the “Purchaser Parties”), and Foxx Development Inc., a Texas corporation (“Foxx”), pursuant to which (i) ACAC merged with and into Purchaser (the “Reincorporation Merger”), and (ii) Foxx merged with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of Purchaser (the “Acquisition Merger”). The Reincorporation Merger, the Acquisition Merger, and other transactions contemplated under the Business Combination Agreement, are collectively referred to as the “Business Combination”.

The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, ACAC was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Foxx issuing shares for the net assets of ACAC, accompanied by a recapitalization. The net assets of ACAC stated at historical cost, with no goodwill or other intangible assets recorded.

The unaudited pro forma condensed combined balance sheet as of March 31, 2024 gives pro forma effect to the Business Combination as if it had been consummated on March 31, 2024. The unaudited pro forma condensed combined statements of operations for the nine months ended March 31, 2024 and for the year ended June 30, 2023 gives pro forma effect to the Business Combination as if it had been consummated on July 1, 2022, the beginning of the earliest period presented in the unaudited pro forma condensed combined statements of operations.

The unaudited pro forma condensed combined balance sheet as of March 31, 2024 has been prepared using ACAC’s unaudited balance sheet as of March 31, 2024 and Foxx’s unaudited balance sheet as of March 31, 2024.

The unaudited pro forma condensed combined statement of operations for the nine months ended March 31, 2024 has been prepared using ACAC’s historical information for the nine months ended March 31, 2024 and Foxx’s unaudited statements of operations for the nine months ended March 31, 2024.

The unaudited pro forma condensed combined statement of operations for the year ended June 30, 2023 has been prepared using ACAC’s historical information for the year ended June 30, 2023 and Foxx’s statements of operations for the year ended June 30, 2023.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company.

The unaudited pro forma combined financial information does not give effect to the 4,200,000 ACAC Earnout Shares as the earnout contingency has not been met at period end. The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings or cost savings that may be associated with the Business Combination.

Note 2 — Accounting Policies

Upon consummation of the Business Combination, management performed a comprehensive review of the two entities’ accounting policies. As a result of the review, management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of the Post-Combination Company. Based on its initial analysis, management did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.

Note 3 — Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). Foxx has elected not to present Management’s Adjustments and only be presenting Transaction Accounting Adjustments in the following unaudited pro forma condensed combined financial information.

Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

The transaction accounting adjustments included in the unaudited pro forma condensed combined balance sheet as of March 31, 2024 are as follows:

(A)

Reflects the interest income earned in the trust account from April 1, 2024 to September 26, 2024, which increase the redemption value of ACAC Class A common stock;

(B)

Reflects the extension loans received from the Sponsor from April 1, 2024 to September 26, 2024, which increase the redemption value of ACAC Class A common stock;

(C)

Reflects the redemption of 1,439,666 shares of Class A common stock at $11.24 per share in May 2024 and 1,744,663 shares of Class A common stock at $11.75 per share in September 2024;

(D)

Reflects additional working capital loan from the Sponsor from April 1, 2024 to September 26, 2024;

(E)

Reflects the incurrence of approximately $0.6 million of total ACAC’s estimated transaction costs related to the Business Combination, of which, 1) approximately $0.3 million of transaction costs accrued as of the date of closing and 2) $0.3 million of transaction costs paid by cash;

(F)

Reflects the issuance of the $10.0 million convertible promissory notes;

(G)

Reflects the conversion of the $15.0 million convertible promissory notes plus accrued interest into 505,431 shares of Foxx’s common stock immediately prior to the consummation of the Business Combination;

(H)

Reflects the reclassification of cash held in the Trust Account that became available for general use following the Business Combination;

(I)

Reflects the settlement of $2,156,250 deferred underwriters’ discount that becomes due upon the consummation of the Business Combination, of which, 1) $1,725,000 paid in cash, 2) 43,125 shares of common stock of PubCo. issued at $10.00 per share with fair value of $431,250;

(J)

Reflects the elimination of the historical accumulated deficit of ACAC, the accounting acquiree, into Foxx’s additional paid-in capital upon the consummation of the Business Combination; the reclassification of 2,156,250 ACAC Class B common stock into PubCo common stock;

(K)

Reflects the payment of approximately $0.3 million accrued ACAC’s estimated transaction costs related to the Business Combination;

(L)

Reflects the settlement of approximately $0.7 million of total Foxx’s estimated transaction costs related to the Business Combination, of which, 1) approximately $0.1 million of transaction costs accrued as of the date of the unaudited pro forma condensed combined balance sheet, 2) approximately $0.9 million reclassify into additional paid-in capital upon the closing of the Business Combination, and 3) reflects the payment of deferred merger costs related to the Business Combination of approximately $0.3 million as deferred transaction costs and subsequently reclassify to additional paid-in capital at the time of the consummation of the Business Combination;

(M)

Reflects the conversion of promissory notes from ACAC’s Sponsor of $2,603,923 into warrants at the price of $1.00 per warrant;

(N)

Reflects the recapitalization of Foxx through (a) the issuance of 5,000,000 shares of PubCo common stock with $0.0001 par value to Foxx’s stockholders and (b) the consideration of the issuance of 4,200,000 earnout shares of PubCo common stock, subject to the vesting schedule set forth in the Merger Agreement, deemed to be as equity instruments in accordance with ASC 815;

(O)

Reflects the reclassification of 70,721 shares of ACAC common stock subject to possible redemption to permanent equity at $0.0001 par value.

Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

The transaction accounting adjustments included in the unaudited pro forma condensed combined statement of operations for the nine months ended March 31, 2024 and for the year ended June 30, 2023 are as follows:

(AA)

Represents an adjustment to eliminate interest earned on investment held in Trust Account, net of income tax effect, as if the Business Combination had been consummated on July 1, 2022, the beginning of the earliest period presented;

(BB)

The calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the Business Combination as if it had been consummated on July 1, 2022. In addition, as the Business Combination is being reflected as if it had occurred on this date, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares have been outstanding for the entire period presented;

(CC)

Represents an adjustment to eliminate interest expenses, net of income tax effect, as if the conversion of the $5.0 million convertible promissory notes into 172,098 shares of Foxx’s common stock on July 1, 2022, the beginning of the earliest period presented;

(DD)

Reflects the approximately $0.6 million of ACAC’s transaction costs to be incurred subsequent to March 31, 2024. This is a non-recurring item.

Note 4 — Loss per Share

Represents the loss per share calculated using the historical weighted average shares outstanding, and the change in number of shares in connection with the Business Combination, assuming the shares were outstanding since the beginning of the earliest period presented in the unaudited pro forma condensed combined statements of operations. As the Business Combination and related transactions are being reflected as if they had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted loss per share assumes that the shares issuable relating to the Business Combination have been outstanding for the entire period presented.

Basic and diluted loss per share is computed by dividing pro forma net loss by the weighted average number of the shares of PubCo Common Stock outstanding during the periods.

The unaudited pro forma condensed combined loss per share has been prepared for the nine months ended March 31, 2024:

Pro forma net loss attributable to the stockholders	$	(2,523,344	)
Weighted average shares outstanding – basic and diluted		7,270,096
Pro forma loss per share – basic and diluted	$	(0.35	)

Weighted average shares calculation, basic and diluted
Common Stock
ACAC Public Stockholders		70,721
ACAC Initial Stockholders		2,156,250
Representative Shares		43,125
Foxx Shareholders		5,000,000
Total weighted average shares outstanding		7,270,096

The unaudited pro forma condensed combined loss per share has been prepared for the year ended June 30, 2023:

Pro forma net loss attributable to the stockholders	$	(1,529,152	)
Weighted average shares outstanding – basic and diluted		7,270,096
Pro forma loss per share – basic and diluted	$	(0.21	)

Weighted average shares calculation, basic and diluted
Common Stock
ACAC Public Stockholders		70,721
ACAC Initial Stockholders		2,156,250
Representative Shares		43,125
Foxx Shareholders		5,000,000
Total weighted average shares outstanding		7,270,096

Exhibit 99.2

FOXX DEVELOPMENT INC.
CONSOLIDATED BALANCE SHEETS

	March 31, 2024			June 30, 2023
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	254,752		$	1,824,849
Accounts receivable		174,950			—
Inventories		662,227			—
Prepayment and other current assets		1,700,215			11,411
Total Current Assets		2,792,144			1,836,260
PROPERTY AND EQUIPMENT, NET		151,010			173,659

OTHER ASSETS
Operating right-of-use asset		111,557			—
Deferred offering costs		259,648			—
Security deposit		25,030			—
Total Other Assets		396,235			—
Total Assets	$	3,339,389		$	2,009,919

LIABILITIES AND SHAREHOLDERS’ DEFICIT

CURRENT LIABILITIES
Other payables and accrued liabilities		365,779			27,453
Other payable – related party		5,584			25,000
Customer deposits		89,750			27
Income taxes payable		—			15,842
Short-term loans		291,208			291,208
Short-term loan – related party		—			91,235
Current maturity of long-term loan		18,962			15,967
Operating lease liability – current		40,545			—
Convertible promissory notes		5,000,000			2,000,000
Total Current Liabilities		5,811,828			2,466,732

OTHER LIABILITIES
Operating lease liability – non-current		72,818			—
Long-term loan – non-current		100,548			114,981
Total Other Liabilities		173,366			114,981
Total Liabilities		5,985,194			2,581,713

COMMITMENTS AND CONTINGENCIES (See Note 17)

SHAREHOLDERS’ DEFICIT
Common stock, $0.001 par value, 2,000,000 shares and 1,000,000 shares authorized as of March 31, 2024, and June 30, 2023, respectively; 1,000,000 shares issued and outstanding as of March 31, 2024 and June 30, 2023		1,000			1,000
Additional paid-in capital		7,023,492			7,023,492
Accumulated deficit		(9,670,297	)		(7,596,286	)
Total Shareholders’ Deficit		(2,645,805	)		(571,794	)
Total Liabilities and Shareholders’ Deficit	$	3,339,389		$	2,009,919

The accompanying notes are an integral part of these consolidated financial statements.

FOXX DEVELOPMENT INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Nine Months Ended
	March 31, 2024			March 31, 2023
	(Unaudited)			(Unaudited)
REVENUES	$	1,346,663		$	21,622,887
COST OF GOODS SOLD		1,286,762			20,514,107
GROSS PROFIT		59,901			1,108,780

OPERATING EXPENSES:
Selling expenses		499,802			234,571
General and administrative expenses		1,401,915			327,856
Research and development – related party		45,584			242,080
Total Operating Expenses		1,947,301			804,507
(LOSS) INCOME FROM OPERATIONS		(1,887,400	)		304,273

OTHER INCOME (EXPENSE)
Interest expense		(169,778	)		(1,463	)
Other income, net		2,995			—
Total Other Expense, net		(166,783	)		(1,463	)
(LOSS) INCOME BEFORE INCOME TAXES		(2,054,183	)		302,810
PROVISION FOR INCOME TAXES		19,828			26,159
NET (LOSS) INCOME	$	(2,074,011	)	$	276,651

WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES
Basic		1,000,000			1,000,000
Diluted		1,000,000			1,000,000

NET (LOSS) INCOME PER SHARE
Basic	$	(2.07	)	$	0.28
Diluted	$	(2.07	)	$	0.28

The accompanying notes are an integral part of these consolidated financial statements.

FOXX DEVELOPMENT INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

	For the Nine Months Ended March 31, 2024
	Common stock				Additional paid-in		Accumulated
	Shares		Amount		capital		deficit			Total
BALANCE, July 1, 2023		1,000,000	$	1,000	$	7,023,492	$	(7,596,286	)	$	(571,794	)
Net loss		—		—		—		(2,074,011	)		(2,074,011	)
BALANCE, March 31, 2024 (Unaudited)		1,000,000	$	1,000	$	7,023,492	$	(9,670,297	)	$	(2,645,805	)

	For the Nine Months Ended March 31, 2023
	Common stock				Additional paid-in		Accumulated
	Shares		Amount		capital		deficit			Total
BALANCE, July 1, 2022		1,000,000	$	1,000	$	7,023,492	$	(7,654,477	)	$	(629,985	)
Net income		—		—		—		276,651			276,651
BALANCE, March 31, 2023 (Unaudited)		1,000,000	$	1,000	$	7,023,492	$	(7,377,826	)	$	(353,334	)

The accompanying notes are an integral part of these consolidated financial statements.

FOXX DEVELOPMENT INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Nine Months Ended
	March 31, 2024			March 31, 2023
	(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$	(2,074,011	)	$	276,651
Adjustments to reconcile net (loss) income to net cash (used in) provided by Operating activities:
Depreciation		29,713			11,058
Amortization of operating right of use asset		20,825			—
Change in operating assets and liabilities:
Accounts receivable		(174,950	)		—
Prepayment and other current assets		(1,688,804	)		578,148
Inventories		(662,227	)		—
Security deposit		(25,030	)		—
Accounts payable, related party		—			(84,920	)
Customer deposits		89,723			(609,202	)
Other payables and accrued liabilities		288,326			2,348
Other payable – related party		(19,416	)		—
Operating lease liability		(19,019	)		—
Income taxes payable		(15,842	)		26,159
Net cash (used in) provided by operating activities		(4,250,712	)		200,242

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(7,064	)		(66,899	)
Net cash used in investing activities		(7,064	)		(66,899	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments to short-term loans – related party		(91,235	)		(154,815	)
Principal payments of long-term loans		(11,438	)		—
Proceeds from issuance of convertible promissory note		3,000,000			—
Payments of deferred offering costs		(209,648	)		—
Net cash provided by (used in) financing activities		2,687,679			(154,815	)

NET CHANGE IN CASH		(1,570,097	)		(21,472	)

CASH, beginning of the period		1,824,849			21,742

CASH, end of the period	$	254,752		$	270

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income tax	$	35,670		$	—
Cash paid for interest	$	10,333		$	—

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Purchase of equipment through long-term loans	$	—		$	127,300
Initial recognition of operating right-of-use asset and lease liability	$	132,382		$	—

The accompanying notes are an integral part of these consolidated financial statements.

FOXX DEVELOPMENT INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Nature of business and organization

Foxx Development Inc. (“Foxx” or the “Company”) is a Texas corporation incorporated on March 17, 2017. The Company is primarily engaged in the sales of electronic products.

On August 29, 2023, Foxx Technology Pte Ltd (“Foxx Technology”) was incorporated in Singapore, where Foxx holds 51% of equity interests. Foxx Technology operates in the field of the manufacture of wireless communications equipment, and the wholesale of handphones, handphone peripheral equipment and other telecommunications equipment. Since the Company owns the majority controlling financial interest in Foxx Technology, according to ASC 810-10-15-10, all majority-owned subsidiaries shall be consolidated. Foxx Technology is required to be consolidated under ASC 810. As of March 31, 2024, no significant operations nor capital contributions were made to Foxx Technology. As a result, the Company’s unaudited consolidated financial statements did not reflect any operating activities from Foxx Technology. The Company has 51% voting interest of Foxx Technology.

Note 2 — Going Concern

In assessing the Company’s ability to continue as a going concern, the Company monitors and analyzes its cash on-hand and its operating and capital expenditure commitments. The Company’s liquidity needs are to meet its working capital requirements, operating expenses, and capital expenditure obligations.

The Company is primarily engaged in the sales of electronic products and debt financing in the form of convertible notes, loans from bank, third parties, related parties, and cash generated from operations have been utilized to finance the working capital. The 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 $4.3 million for the nine months ended March 31, 2024; (2) accumulated deficit of approximately $9.7 million as of March 31, 2024; (3) the working capital deficit of approximately $3.0 million as of March 31, 2024 and; (4) three convertible promissory notes with a total of $5.0 million as of March 31, 2024, of which had a maturity date that is the earlier of the 12 month anniversary of the issuance date in June 2024, November 2024 and March 2025, respectively, and the date when the Company redeems the note, otherwise, the maturity date means the date of the initial closing of the initial public offering (“IPO”) of the Company.

If the Company is unable to generate sufficient funds to finance the working capital requirements of the Company within the normal operating cycle of a twelve-month period from the date of the unaudited consolidated financial statements are issued, the Company may have to consider supplementing its available sources of funds through the following sources:

●

Other available sources of financing from the banks in the United States of America and other financial institutions or private lender;

●

Financial support and credit guarantee commitments from the Company’s related parties; and

●

Equity financing.

The Company can make no assurances that required financings will be available for the amounts needed, or on terms commercially acceptable to the Company, if at all. If one or all of these events does not occur or subsequent capital raises are insufficient to bridge financial and liquidity shortfall, there would likely be a material adverse effect on the Company and would materially adversely affect its ability to continue as a going concern.

As such, 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 consolidated financial statements are issued. The unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern and, accordingly, do not include any adjustments that might result from the outcome of this uncertainty.

FOXX DEVELOPMENT INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 3 — Basis of presentation and significant accounting policies

Basis of presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results.

The interim unaudited consolidated financial information as of March 31, 2024 and for the nine months ended March 31, 2024 and 2023 have been prepared without audit, pursuant to the rules and regulations of the SEC and pursuant to Regulation S-X Certain information and footnote disclosures, which are normally included in annual financial statements prepared in accordance with U.S. GAAP, have been omitted pursuant to those rules and regulations. The interim unaudited financial information should be read in conjunction with the audited financial statements and the notes thereto, included elsewhere in the proxy statement/prospectus for the fiscal year ended June 30, 2023. Interim results are not necessarily indicative of results to be expected for any other interim period or for the full year.

Principles of consolidation

The unaudited consolidated financial statements include the financial statements of the Company and its subsidiary 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 indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.

Use of estimates and assumptions

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make 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 consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Actual results could differ from these estimates.

Accounts receivable

Accounts receivables are recognized and carried at the original invoiced amount less an allowance for any uncollectible accounts on credit losses. Allowance for credit losses for accounts receivables is established based on various factors including historical payments and current economic trends. The Company reviews its allowance for accounts receivable by assessing individual accounts receivable over a specific aging and amount. All other balances are pooled based on historical collection experience. The estimate of expected credit losses is based on information about past events, current economic conditions, and forecasts of future economic conditions that affect collectability. Accounts receivable are written-off on a case by case basis after exhaustive efforts at collection are made, net of any amounts that may be collected. As of March 31, 2024 and June 30, 2023, no allowance for credit losses of accounts receivable was recorded and the Company had accounts receivable of $174,950 and $0, respectively.

Inventories

Inventories are stated at the lower of cost or net realizable value. Cost is determined using the “First in, First out” method. Inventories mainly include electronic products and accessories which are purchased from the Company’s suppliers as merchandized goods and freight-in. On an annual basis, inventories are reviewed for potential write-downs for estimated obsolescence or unmarketable inventories which equals the difference between the costs of inventories and the estimated net realizable value based upon forecasts for future demand and market conditions. When inventories are written down to net realizable value, it is not marked up subsequently based on changes in underlying facts and circumstances. As of March 31, 2024 and June 30, 2023, the Company had inventories of $662,227 and $0, respectively. During the nine months ended March 31, 2024 and 2023, no inventory write-down was recorded.

FOXX DEVELOPMENT INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 3 — Basis of presentation and significant accounting policies (cont.)

Contract assets

Contract assets consisted of cash deposited or advanced to suppliers for future inventory purchases. This amount is refundable and bears no interest. For any advances to suppliers determined by management that such advances will not be in receipts of inventories or refundable, the Company will recognize an allowance account to reserve such balances. Management reviews its advances to suppliers on a regular basis to determine if the allowance is adequate and adjusts the allowance when necessary. Delinquent account balances are written-off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary. As of March 31, 2024 and June 30, 2023, no allowance for the doubtful accounts was recorded.

Contract liability

Contract liability mainly consisted of deposits received from customers before all the relevant criteria for revenue recognition are met and are recorded as customer deposits.

Convertible instrument

The Company accounts for its convertible instrument in accordance with Accounting Standards Codification (“ASC”) 470-20 Debt with Conversion and Other Options, whereby the convertible instrument is initially accounted for as a single unit of account, unless it contains a derivative that must be bifurcated from the host contract in accordance with ASC 815-15 Derivatives and Hedging — Embedded Derivatives or the substantial premium model in ASC 470-20 Debt — Debt with Conversion and Other Options applies. If the equity securities underlying the embedded conversion option are readily convertible to cash, such as publicly traded common shares, the embedded conversion option is likely to meet the net settlement criterion to be considered a derivative. If the equity securities underlying the conversion option are not readily convertible to cash, the embedded conversion option may not meet the net settlement criterion, and therefore would not meet the definition of a derivative. Because the convertible instrument has a fixed conversion price and therefore, it lacks an underlying and does not meet the requirement of a derivative. As a result, the Company determined its embedded conversion option does not meet the definition of a derivative for bifurcation.

Revenue recognition

The Company recognizes revenue to depict the transfer of promised goods or services (that is, an asset) to customers in an amount that reflects the consideration to which the Company expects to receive in exchange for those goods or services. An asset is transferred when the customer obtains control of that asset. It also requires the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer.

To achieve that core principle, the Company applies the five steps defined under Topic 606: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation.

The Company’s main business is selling electronic products to its customers. The Company recognizes a contract with a customer when the contract is committed in writing, the rights of parties, including payment terms, are identified, the contract has commercial substance, and collectability is probable.

FOXX DEVELOPMENT INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 3 — Basis of presentation and significant accounting policies (cont.)

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of accounting in Topic 606. A contract’s transaction price is allocated to each performance obligation identified in the arrangement based on the relative standalone selling price of each distinct good or service in the contract and recognized as revenue when, or as, the performance obligation is satisfied. For all the Company’s contracts, the Company has identified one performance obligation, which is primarily satisfied at a point in time upon delivery of products based on terms stated in the contracts, either on Free on Board (“FOB”) shipping point or destination, depends on the specified contract. The Company’s customers generally either paid the order in full balance prior to shipment or in partial payments with credit terms of 30 to 60 days after shipment depends on the specified contract.

Gross versus Net Revenue Reporting

The determination of whether revenues should be reported on a gross or net basis is based on the Company’s assessment of whether it is the principal or an agent in the transaction in accordance with ASC 606-10-55 and depends on whether the promise to the customer is to provide the products or to facilitate a sale by a third party. The nature of the promise depends on whether the Company controls the products prior to transferring them. When the Company controls the products, the promise is to provide and deliver the products and revenue is presented gross. When the Company does not control the products, the promise is to facilitate the sale and revenue is presented net.

To distinguish a promise to provide products from a promise to facilitate the sale from a third party, the Company considers the guidance of control in ASC 606-10-55-37A and the indicators in ASC 606-10-55-39. The Company considers this guidance in conjunction with the terms in its arrangements with both suppliers and customers.

The Company orders the products and pays in advance from its supplier. When the supplier has completed production, the Company inspects and accepts the products in its suppliers’ warehouse or at the designated logistic warehouse of the supplier. This enables the Company to direct the use of these products but to also bear inventory risk as legal owners. The Company has the responsibility of fulfilling the promise to provide the products to its customers, and also includes an additional 3% of products on top of each customer’s order , which covers any damage incurred in shipping and no refund and no return will be granted to customers; or provided a one-year warranty period with no additional 3% of products on top of each customer’s order, depending on the specified contract. In addition, when establishing the selling prices for delivery of the products, the Company has control to set its selling price. All these factors indicate that the Company is acting as the principal in this transaction. As a result, revenue from the company is presented on a gross basis.

Warranty

The Company generally provides limited warranties for its product sold if an additional 3% of products on top of each customer’s order was not provided. All of the Company’s sale transactions prior to July 2023 were provided with 3% of products on top of each customer’s order. The additional 3% products were recognized as cost of goods sold at the same time the respective sale is recognized. Beginning in July 2023, the Company stopped providing the additional 3% of products top of each customer’s order, for which, at the time a sale is recognized, the Company records estimated future warranty costs under ASC 460. Such estimated costs for warranties are estimated at the time of delivery, and these warranties are not service warranties separately sold by the Company. Generally, the estimated claim rates of warranties are based on actual warranty experience or the Company’s best estimate. The Company did not accrue warranty reserves under accrued liabilities and other current liabilities as of March 31, 2024 and June 30, 2023. For the nine months ended March 31, 2024, the Company did not incur any product returns or exchanges in connection with its sales beginning in July 2023, which evidenced that the Company’s product defective rate was immaterial to the Company’s operations.

FOXX DEVELOPMENT INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 3 — Basis of presentation and significant accounting policies (cont.)

Lease

The Company accounts for leases in accordance with ASC 842. The Company categorizes leases with contractual terms longer than 12 months as either operating or finance. Finance leases are generally those leases that substantially utilize or pay for the entire asset over its estimated life. All other leases are categorized as operating leases. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease. As of March 31, 2024 and June 30, 2023, the Company does not have finance leases.

The Company determines if an arrangement is, or contains, a lease at inception. Operating lease assets represent the Company’s right to control the use of an identified asset for a period of time, or term, in exchange for consideration, and operating lease liabilities represent its obligation to make lease payments arising from the aforementioned right.

Operating lease right-of-use (“ROU”) assets and liabilities are initially recorded based on the present value of lease payments over the lease term, which includes the minimum unconditional term of the lease, and may include options to extend or terminate the lease when it is reasonably certain at the commencement date that such options will be exercised. As the rate implicit for each of the Company’s leases is not readily determinable, the Company uses incremental borrowing rate as effective interest rate, based on the information available at the lease commencement date in determining the present value of its expected lease payments. Operating lease assets also include any initial direct costs and any lease payments made prior to the lease commencement date and are reduced by any lease incentives received. According to ASC 842-10-15-37, a lessee may, as an accounting policy election by class of underlying asset, choose not to separate non-lease components from lease components and instead to account for each separate lease component and the non-lease components associated with that lease component as a single lease component. The Company has identified common area maintenance (CAM) fee as a non-lease component and elected to not separate from the lease component.

Operating lease assets are amortized on a straight-line basis in operating lease expense over the lease term on the consolidated statements of operations. The related amortization of ROU assets along with the change in the operating lease liabilities are separately presented within the cash flows from operating activities on the consolidated statements of cash flows. The Company records lease expenses for operating leases on a straight-line basis over the lease term.

The Company reviews the impairment of its right-of-use assets consistent with the approach applied for its other long-lived assets on annual basis. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease right-of-use assets in any tested asset group and include the associated lease payments in the undiscounted future pre-tax cash flows. For the nine months ended March 31, 2024 and 2023, the Company did not recognize impairment loss against its right-of-use assets.

For the lease with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liability. For the lease that with lease term of one year or shorter, the Company has elected to not recognize right-of-use asset and lease liability.

Deferred offering costs

The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “Other Assets and Deferred Costs — SEC Materials” (“ASC 340-10-S99”) and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Deferred offering costs consist of underwriting, legal, accounting, and other professional expenses incurred through the balance sheet date that are directly related to the proposed offering and that will be charged to shareholders’ equity upon the completion of the proposed offering. Should the proposed offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. As of March 31, 2024 and June 30, 2023, the Company had deferred offering costs of $259,648 and $0, respectively.

FOXX DEVELOPMENT INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 3 — Basis of presentation and significant accounting policies (cont.)

Recently issued accounting pronouncements not yet adopted

In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual unaudited consolidated financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. The Company continuous to evaluate the potential impact of adopting this new guidance on the unaudited consolidated financial statements and related disclosures and does not believe it will have material impact on the presentation of the unaudited consolidated financial statements.

Note 4 — Accounts receivable

As of March 31, 2024 and June 30, 2023, accounts receivable consist of the following:

	March 31, 2024		June 30, 2023
	(Unaudited)
Accounts receivable	$	174,950	$	—
Less: allowance for credit losses		—		—
Accounts receivable, net	$	174,950	$	—

Note 5 — Inventories

As of March 31, 2024 and June 30, 2023, inventories consist of the following:

	March 31, 2024		June 30, 2023
	(Unaudited)
Finished goods	$	662,227	$	—
Total inventories	$	662,227	$	—

Note 6 — Prepayments and other current assets

As of March 31, 2024 and June 30, 2023, prepayments and other current assets consist of the following:

	March 31, 2024		June 30, 2023
	(Unaudited)
Contract assets⁽¹⁾	$	1,688,625	$	—
Other prepaid expenses		11,590		11,411
Total prepayments and other current assets	$	1,700,215	$	11,411

(1)	As of March 31, 2024, the balance of contract assets mainly comprised of advance payment to suppliers for the purchase of inventory in the future.

FOXX DEVELOPMENT INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 7 — Property and equipment, net

As of March 31, 2024 and June 30, 2023, property and equipment, net consist of the following:

	March 31, 2024			June 30, 2023
	(Unaudited)
Computer and office equipment	$	8,263		$	4,631
Furniture and fixtures		3,432			—
Vehicles		191,091			191,091
Subtotal		202,786			195,722
Less: accumulated depreciation		(51,776	)		(22,063	)
Total property and equipment, net	$	151,010		$	173,659

Depreciation expense for the nine months ended March 31, 2024 and 2022 amounted to $29,713 and $11,058, respectively.

Note 8 — Other payables and accrued liabilities

As of March 31, 2024 and June 30, 2023, other payables and accrued liabilities consist of the following:

	March 31, 2024		June 30, 2023
	(Unaudited)
Payroll tax payable	$	25,069	$	19,593
Interest payable		162,944		3,500
Professional fee payable		174,800		—
Others		2,966		4,360
Total other payables and accrued expenses	$	365,779	$	27,453

Note 9 — Contract liabilities

Contract liabilities consist of customer deposits, which is recorded on the consolidated balance sheets when the Company has received consideration, or has the right to receive consideration, in advance of transferring the performance obligations under the contract to the customer.

The following table presents the Company’s customer deposits balances and changes therein:

	For the Nine Months Ended March 31, 2024		For the Nine Months Ended March 31, 2023
	(Unaudited)		(Unaudited)
Balance as of beginning of the period	$	27	$	609,229
Add: net increase in current period contract liabilities		89,750		27
Less: revenue recognized from beginning contract liabilities		27		609,229
Total contract liabilities as end of the period	$	89,750	$	27

As of March 31, 2024 and June 30, 2023, the Company had contract liabilities with a balance of $89,750 and $27, respectively.

FOXX DEVELOPMENT INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 10 — Related party balances and transactions

Related party balance

Other payable — related party

Other payable — related party consists of the following:

Name of Related Party

Relationship

Nature

March 31,
2024

June 30,
2023

(Unaudited)

Company A⁽¹⁾

Owned by the executives of the Company

Consulting fees

—

25,000

Company B

Controlled by the immediate family member of the executive of the Company

Research and Development

5,584

—

(1)

On September 1, 2022, the Company entered into a consulting agreement to receive consulting services provided by a consulting company which is owned by the executives of the Company.

Short-term loan — related party

As of March 31, 2024 and June 30, 2023, the outstanding short-term loan from related party consists of the following:

	March 31, 2024		June 30, 2023
	(Unaudited)
Executive⁽¹⁾	$	—	$	91,235

(1)

Related party transactions

Research and development expense

Name of Related Party

Relationship

For the
Nine Months
Ended
March 31,
2024

For the
Nine Months
Ended
March 31,
2023

(Unaudited)

Company B⁽¹⁾

Controlled by the immediate family member of the executive of the Company

45,584

242,080

(1)

On September 1, 2022, the Company entered into an agreement with Company B for the research and development project.

FOXX DEVELOPMENT INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 10 — Related party balances and transactions (cont.)

Consulting expense

Name of Related Party

Relationship

For the
Nine Months
Ended
March 31,
2024

For the
Nine Months
Ended
March 31,
2023

(Unaudited)

Company A⁽¹⁾

Owned by the executives of the Company

225,000

—

(1)

On September 1, 2022, the Company entered into a consulting agreement to receive consulting services provided by a consulting company which is owned by the executives of the Company.

Note 11 — Short-term loans

As of March 31, 2024 and June 30, 2023, the outstanding short-term loan from third parties consists of the following:

	March 31, 2024		June 30, 2023
	(Unaudited)
Lender A⁽¹⁾	$	261,208	$	261,208
Lender B⁽²⁾		30,000		30,000
Total short-term loan	$	291,208	$	291,208

(1)	On December 30, 2020, the Company entered into a loan agreement with a third-party lender. The agreement allows the Company to draw up to $600,000 and is non-interest bearing. The Company’s imputed interest is immaterial. During the nine months ended March 31, 2024 and 2023, the Company neither drew money from the lender, nor made any repayment.

(2)	On November 11, 2019, the Company entered into a loan agreement for an amount of $50,000 with a third-party lender. This loan is non-interest bearing. The Company’s imputed interest is immaterial. This loan had an original due date in February 2020 and automatically converted into a due on demand term thereafter. During the nine months ended March 31, 2024 and 2023, the Company neither drew money from the lender, nor made any repayment.

Note 12 — Convertible promissory notes

On June 21, 2023, the Company issued a convertible promissory note (the “Convertible Note 1”) to New Bay Capital Limited (“Investor”), a Hong Kong registered entity, in the amount of $2,000,000 at 7% per annum. The maturity date for the note is the earlier of the 12 month anniversary of the issuance date and the date when the Company redeems the note, or the date of the initial closing of the initial public offering (“IPO”) of the Company.

On November 21, 2023, the Company issued a second convertible promissory note (“the Convertible Note 2) to the same investor in the amount of $2,000,000 at 7% per annum. The maturity and other terms were the same to Convertible Note 1.

On March 15, 2024, the Company and the Investor entered into an Amendment to Convertible Note Agreement to the Convertible Note 1 and Note 2 and agreed that all accrued interest shall become due and payable in shares the common shares of the Company, at a price of $30.00 per share at the time that the Company completes the Business Combination.

On March 15, 2024, the Company issued a third convertible promissory note (“the Convertible Note 3”, together with Convertible Note 1 and Convertible Note 2, collectively as “Notes”) to the same investor for the amount up to $2,000,000 at 7% per annum and the Company received $1,000,000 from the Investor as of March 31, 2024. The Company received the remaining balance of $1,000,000 on April 8, 2024. The maturity and other terms were the same to Convertible Note 1 and Convertible Note 2.

FOXX DEVELOPMENT INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 12 — Convertible promissory notes (cont.)

The Notes are automatically convertible into common shares (collectively, the “Converted Shares”) of the Company, par value of $0.001 per share, at a price of $30.00 per share at the time that the Company completes an IPO. Interest shall accrue on the outstanding unconverted and unpaid principal amount at 7% per annum and shall be compounded annually from the issuance date until interest payment date, which is the first to occur of (i) the maturity date, and (ii) the date of any conversion of the Note (s), and (iii) the date of any other repayment or redemption of this Note. The full outstanding and unpaid principal amount shall be repaid in full on maturity date on June 20, 2024, November 20, 2024, March 14, 2025 respectively, and any accrued and unpaid interest is due and payable by the Company in shares on the interest payment date. Those Notes may not be prepaid by the Company without prior written consent of the Investor.

As of March 31, 2024 and June 30, 2023, the carrying value of the Notes were $5,000,000 and $2,000,000, respectively; and the Company had $162,944 and $3,500, respectively, of accrued interest related to the Notes as of March 31, 2024 and June 30, 2023.

Note 13 — Long-term loan

In February 2023, the Company purchased and financed a vehicle, for which the lender put a lien on the title and will be taken as collateral in the situation if the Company is unable to make repayment and default on the loan, with a six-year loan for a total of approximately $137,000. As of March 31, 2024, the carrying value of the asset that has been pledged as a collateral is $97,596. The monthly payments are $2,694 from March 2023 to February 2029, with an interest rate of 11.85% per annum.

The obligation is payable as follows:

Twelve months ended March 31,	Amount
2025	$	18,962
2026		21,375
2027		24,094
2028		27,159
2029		27,920
Total long-term debt payment		119,510
Current portion of long-term debt		(18,962	)
Long-term debt – non-current portion	$	100,548

Interest expense for the nine months ended March 31, 2024 and 2023 for the above loan amounted to $11,438 and $1,380, respectively.

Note 14 — Shareholders’ deficit

Pursuant to the Company’s certificate of incorporation, the Company is authorized to issue 1,000,000 shares of Common Stock with a par value of $0.001 per share. On February 27, 2024, the Company increased its authorized shares to 2,000,000 shares. As of March 31, 2024 and June 30, 2023, there are 1,000,000 shares of Common Stock outstanding as of March 31, 2024 and June 30, 2023.

Note 15 — Concentrations of risks

(a) Major customers

For the nine months ended March 31, 2024, two customers, customer A and customer B, which are the third parties of the Company, accounted for 73% and 26% of the Company’s total revenues.

For the nine months ended March 31, 2023, one customer, customer C, which is a third party of the Company, accounted for 100% of the Company’s total revenues.

FOXX DEVELOPMENT INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 15 — Concentrations of risks (cont.)

(b) Major suppliers

For the nine months ended March 31, 2024, two suppliers, supplier A and supplier B, which is a third party of the Company, accounted for 59% and 41% of the Company’s total purchases.

For the nine months ended March 31, 2023, one supplier, supplier B, which is a third party of the Company, accounted for 100% of the Company’s total purchases.

For the nine months ended March 31, 2024 and 2023, all of the Company’s long-lived assets are located in the United States and all of the Company’s revenues are derived solely from the United States, accordingly, no geographical information is presented.

Note 16 — Lease

The Company has elected, as an accounting policy, to not apply ASC 842 for short-term leases. Below are the short-term leases:

The Company used its vendors’ limited space in their warehouse to store its purchased inventory during the nine months ended March 31, 2023 and 2022. The Company considered such usage to be considered as an embedded lease. The Company determined that the accounting impact of the embedded lease are immaterial to the Company’s unaudited consolidated financial statements for the nine months ended March 31, 2024 and 2023 and no operating right-of-use assets and lease liabilities were capitalized as of March 31, 2024 and June 30, 2023.

The Company also rented a mailbox for $450 per month from November 1, 2022 to October 31, 2024. The Company determined that the accounting impact of this lease is immaterial to the Company’s unaudited consolidated financial statements for the nine months ended March 31, 2024 and 2023 and no operating right-of-use assets and lease liabilities were capitalized as March 31, 2024 and June 30, 2023. The Company terminated this lease on August 5, 2023.

On August 1, 2023, the Company entered a twelve-month lease agreement to rent a general office and storage space for its purchased inventory for a monthly rental fee of $100. The Company determined that the accounting impact of this lease is immaterial to the Company’s unaudited consolidated financial statements for the nine months ended March 31, 2023 and no operating right-of-use assets and lease liabilities were capitalized as March 31, 2024.

On August 14, 2023, the Company entered a six-month lease agreement to rent an office for operating purposes with a monthly rental fee of $550. The Company determined that the accounting impact of this lease is immaterial to the Company’s unaudited consolidated financial statements for the nine months ended March 31, 2024 and no operating right-of-use assets and lease liabilities were capitalized as March 31, 2024.

On September 18, 2023, the Company entered a month-to-month rental agreement to rent as dorm for the employee with a monthly rent of $3,000. The Company determined that the accounting impact of this lease is immaterial to the Company’s unaudited consolidated financial statements for the nine months ended March 31, 2024 and no operating right-of-use assets and lease liabilities were capitalized as March 31, 2024.

For the nine months ended March 31, 2024 and 2023, the total lease expense incurred for the above-mentioned short term lease expense are $23,690 and $17,760, respectively.

In September 2023, the Company signed a three-year lease agreement to rent a general office and storage space for business operation with a monthly rent of $3,096, plus varied monthly CAM. The commencement date of this lease is October 1, 2023 and has no renewal option. The Company considered this lease as an operating lease and recognized right-of-use asset and lease liability. The Company recognized lease expense on a straight-line basis over the lease term for operating lease.

FOXX DEVELOPMENT INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 16 — Lease (cont.)

The ROU assets and lease liabilities are determined based on the present value of the future minimum rental payments of the lease as of the adoption date, using incremental borrowing rate as the effective interest rate at 4.8%. As of March 31, 2024, the weighted-average remaining operating lease term of its existing leases is approximately 2.58 year.

The following table sets forth the Company’s minimum lease payments in future periods as of March 31, 2024:

	*Operating lease payments
Three months ending June 30, 2024	$	10,960
Twelve months ending June 30, 2025		45,483
Twelve months ending June 30, 2026		47,840
Twelve months ending June 30, 2027		16,147
Total lease payments		120,430
Less: discount		(7,067	)
Present value of operating lease liabilities		113,363
Operating lease liabilities, current portion		40,545
Operating lease liabilities, non-current portion	$	72,818

Operating lease expenses consist of the following:

Operating lease cost

Classification

For the
Nine Months
Ended
March 31,
2024

For the
Nine Months
Ended
March 31,
2023

(Unaudited)

Lease expenses

Selling, general, and administrative

23,725

—

Note 17 — Commitments and contingencies

Contingencies

From time to time, the Company is a party to certain legal proceedings, as well as certain asserted and un-asserted claims. Amounts accrued, as well as the total amount of reasonably possible losses with respect to such matters, individually and in the aggregate, are not deemed to be material to the unaudited consolidated financial statements.

Lease Commitment

Reference to note 16 for detailed disclosure of entered lease agreements.

Note 18 — Income taxes

The Company’s effective tax rate was (1.0) % and 8.6%, respectively, for the nine months ended March 31, 2024 and 2023. The effective tax rate was lower than the U.S federal statutory rate of 21% due to the Company’s full valuation allowance recorded against its deferred tax assets.

The Company had a cumulative net operating loss carryforward (“NOL”) for federal and state income tax purpose of approximately $7.1 million and $2.5 million, respectively, as of March 31, 2024. The Company elected 100% allowance on deferred tax asset, for the nine months ended March 31, 2024, and the company incurred approximately $1.7 million allowance on deferred tax asset; approximately $1.2 million of valuation allowance for the year ended June 30, 2023. The Company’s NOL was limited to 80% of the excess of taxable income on federal level, same apply to state tax. Both Company’s federal and state NOLs will last indefinitely.

FOXX DEVELOPMENT INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 18 — Income taxes (cont.)

The Company’s ability to use its federal net operating carryforwards may be limited if the Company experiences an “ownership change” as defined in Section 382 (“Section 382”) of the Internal Revenue Code of 1986, as amended. However, since no ownership changes have occurred within the Company, it allows the Company to utilize its NOLs without limitation for the future years.

Uncertain tax positions

The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the marketing performance and measures the unrecognized benefits associated with the tax positions. As of March 31, 2024 and June 30, 2023, the Company did not have any significant unrecognized uncertain tax positions.

Note 19 — Disaggregated information of revenues

Disaggregated information of revenues by product type is as follows:

	For the Nine Months Ended March 31, 2024		For the Nine Months Ended March 31, 2023
	(Unaudited)		(Unaudited)
Tablet products	$	657,800	$	19,648,799
Mobile phone products		688,863		1,944,750
Other products		—		29,338
Total revenues	$	1,346,663	$	21,622,887

Note 20 — Basic and diluted earnings per share

Basic EPS is measured as net income divided by the weighted average common shares outstanding for the period. Diluted net income per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of non-participating shares of common stock that are subject to the convertible note, and other securities outstanding. Certain securities may be anti-dilutive and would be excluded from the calculation of diluted earnings per share and disclosed separately. Because of the nature of the calculation, particular securities may be dilutive in some periods and anti-dilutive in other periods.

The following table presents the computation of basic and diluted earnings per share attributable to common stockholders, for the periods presented:

	For the Nine Months Ended March 31,
	2024			2023
	(Unaudited)			(Unaudited)
Net (loss) income – basic EPS	$	(2,074,011	)	$	276,651
Interest expenses incurred on the convertible note		162,944			—
Net (loss) income – diluted EPS	$	(1,911,067	)	$	276,651

Basic weighted average shares outstanding		1,000,000			1,000,000
Dilutive effect of convertible note*		—			—
Diluted weighted average number of shares outstanding		1,000,000			1,000,000

Basic (loss) earnings per share	$	(2.07	)	$	0.28
Diluted (loss) earnings per share	$	(2.07	)	$	0.28

The Company only has outstanding convertible notes during the nine months ended March 31, 2024. The Company did not have any outstanding convertible notes during the nine months ended March 31, 2023. There are 172,098 shares that is potentially convertible from the convertible notes that was excluded from the computation of diluted EPS for the period presented because it has anti-dilutive effect as the company had a net loss during the period.

FOXX DEVELOPMENT INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 20 — Basic and diluted earnings per share (cont.)

Other than the Company’s outstanding convertible notes having a dilutive effect on its EPS, the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company.

Note 21 — Subsequent events

The Company evaluated all events and transactions that occurred after March 31, 2024 up through the date the Company issued these unaudited consolidated financial statements on June 30, 2024.

Convertible Promissory Notes

On May 30, 2024, the Company entered into a securities purchase agreement for issuance of convertible promissory notes to BR Technologies Pte. Ltd in the amount of $6,000,000 and to Grazyna Plawinski Limited in the amount of $3,000,000, at 7% per annum (collectively, the “Convertible Notes 4”). The maturity date for the Convertible Notes 4 will be due at the earlier of the 12-month anniversary of the issuance date. The Convertible Notes 4 and their accrued and unpaid interest will be automatically convertible into common shares (collectively, the “Converted Shares”) of the Company, par value of $0.001 per share, at a price of $30.00 per share at the time that the Company completes the Business Combination.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of
Foxx Development Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Foxx Development Inc. (the “Company”) as of June 30, 2023 and 2022, the related statements of income, changes in shareholders’ deficit and cash flows for each of the two years in the period ended June 30, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2023, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph — Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2, the Company has a significant working capital deficiency, and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Marcum llp

Marcum llp

We have served as the Company’s auditor since 2023.

San Jose, CA
January 31, 2024
PCAOB ID#688

FOXX DEVELOPMENT INC.
BALANCE SHEETS

	June 30, 2023			June 30, 2022
ASSETS
CURRENT ASSETS
Cash	$	1,824,849		$	21,742
Prepayments and other current assets		11,411			583,895
Total Current Assets		1,836,260			605,637

PROPERTY AND EQUIPMENT, NET		173,659			279
Total Assets	$	2,009,919		$	605,916

LIABILITIES AND SHAREHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable, related party	$	—		$	84,920
Other payables and accrued liabilities		27,453			3,382
Other payable – related party		25,000			—
Customer deposits		27			609,229
Income taxes payable		15,842			1,605
Short-term loans		291,208			291,208
Short-term loan – related party		91,235			245,557
Current maturity of long-term loan		15,967			—
Convertible promissory note		2,000,000			—
Total Current Liabilities		2,466,732			1,235,901

OTHER LIABILITIES
Long-term loan – non-current		114,981			—
Total Liabilities		2,581,713			1,235,901

COMMITMENTS AND CONTINGENCIES (See Note 14)

SHAREHOLDERS’ DEFICIT
Common stock, $0.001 par value, 1,000,000 shares authorized, 1,000,000 shares issued and outstanding as of June 30, 2023 and 2022		1,000			1,000
Additional paid-in capital		7,023,492			7,023,492
Accumulated deficit		(7,596,286	)		(7,654,477	)
Total Shareholders’ Deficit		(571,794	)		(629,985	)
Total Liabilities and Shareholders’ Deficit	$	2,009,919		$	605,916

The accompanying notes are an integral part of these financial statements.

FOXX DEVELOPMENT INC.
STATEMENTS OF INCOME

	For the Years Ended
	June 30, 2023			June 30, 2022
REVENUES	$	21,622,887		$	12,894,181
COST OF GOODS SOLD		20,514,107			12,439,604
GROSS PROFIT		1,108,780			454,577

OPERATING EXPENSES:
Selling, general and administrative		750,473			422,954
Research and development – related party		272,080			—
Total Operating Expenses		1,022,553			422,954
INCOME FROM OPERATIONS		86,227			31,623

OTHER (EXPENSE) INCOME
Interest expense		(9,277	)		—
Other expenses, net		(4,522	)		—
Gain on forgiveness of Paycheck Protection Program (“PPP”) loan		—			114,600
Total Other (Expense) Income, net		(13,799	)		114,600
INCOME BEFORE INCOME TAXES		72,428			146,223
PROVISION FOR INCOME TAXES		14,237			1,605
NET INCOME	$	58,191		$	144,618

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic		1,000,000			1,000,000
Diluted		1,001,648			1,000,000

NET INCOME PER SHARE
Basic	$	0.06		$	0.14
Diluted	$	0.06		$	0.14

The accompanying notes are an integral part of these financial statements.

FOXX DEVELOPMENT INC.
STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

	Common stock				Additional paid-in		Accumulated
	Shares		Amount		capital		deficit			Total
BALANCE, July 1, 2021		1,000,000	$	1,000	$	6,983,492	$	(7,799,095	)	$	(814,603	)
Capital contribution		—		—		40,000		—			40,000
Net income		—				—		144,618			144,618
BALANCE, June 30, 2022		1,000,000		1,000		7,023,492		(7,654,477	)		(629,985	)
Net income		—				—		58,191			58,191
BALANCE, June 30, 2023		1,000,000	$	1,000	$	7,023,492	$	(7,596,286	)	$	(571,794	)

The accompanying notes are an integral part of these financial statements.

FOXX DEVELOPMENT INC.
STATEMENTS OF CASH FLOWS

	For the Years Ended
	June 30, 2023			June 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	58,191		$	144,618
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation		20,819			305
Interest expense		3,500			—
Gain on forgiveness of PPP loan		—			(114,600	)
Change in operating assets and liabilities
Prepayments and other current assets		581,979			(583,895	)
Accounts payable		—			126
Accounts payable, related party		(84,920	)		(320,000	)
Customer deposit		(609,202	)		609,229
Other payables and accrued liabilities		20,572			(24,435	)
Other payable – related party		25,000			—
Income taxes payable		14,237			1,605
Net cash provided by (used in) operating activities		30,176			(287,047	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(66,899	)		—
Net cash used in investing activities		(66,899	)		—

CASH FLOWS FROM FINANCING ACTIVITIES:
Capital contributions		—			40,000
Proceeds from short-term loans		—			239,000
Repayments to short-term loan-related party		(154,322	)		—
Principal payments of long-term loans		(5,848	)		—
Proceeds from convertible promissory note		2,000,000			—
Net cash provided by financing activities		1,839,830			279,000

NET CHANGE IN CASH		1,803,107			(8,047	)

CASH, beginning of the year		21,742			29,789
CASH, end of the year	$	1,824,849		$	21,742

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income tax	$	—		$	—
Cash paid for interest	$	7,104		$	—

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Purchase of equipment through long-term loans	$	127,300		$	—

The accompanying notes are an integral part of these financial statements.

FOXX DEVELOPMENT INC.
NOTES TO FINANCIAL STATEMENTS

Note 1 — Nature of business and organization

Foxx Development Inc. (“Foxx” or the “Company”) is a Texas corporation incorporated on March 17, 2017. The Company is primarily engaged in the sales of electronic products.

Note 2 — Going Concern

In assessing the Company’s ability to continue as going concern, the Company monitors and analyzes its cash on-hand and its operating and capital expenditure commitments. The Company’s liquidity needs are to meet its working capital requirements, operating expenses, and capital expenditure obligations.

The Company is primarily engaged in the sales of electronic products and debt financing in the form of convertible notes, loans from bank, third parties and related parties, and cash generated from operations have been utilized to finance the working capital. The Company’s management has considered whether there is substantial doubt about its ability to continue as a going concern due to (1) net cash provided by operating activities of approximately $30,000 for the year ended June 30, 2023; (2) accumulated deficit of approximately $7.6 million as of June 30, 2023; (3) the working capital deficit of approximately $0.6 million as of June 30, 2023; (4) one convertible promissory note of $2.0 million as of June 30, 2023, of which had a maturity date that is the earlier of the 12 month anniversary of the issuance date in June 2024 and the date when the Company redeems the note, otherwise, the maturity date means the date of the initial closing of the initial public offering (“IPO”) of the Company and; (5) one convertible promissory note of $2.0 million entered into November 2023 with a termination date effect upon the closing of the IPO of the Company of which had a maturity date that is the earlier of the 12 month anniversary of the issuance date in November 2024 and the date when the Company redeems the note, otherwise, the maturity date means the date of the initial closing of the IPO of the Company.

If the Company is unable to generate sufficient funds to finance the working capital requirements of the Company within the normal operating cycle of a twelve-month period from the date of the financial statements are issued, the Company may have to consider supplementing its available sources of funds through the following sources:

●

Other available sources of financing from the banks in the United States of America and other financial institutions or private lenders;

●

Financial support and credit guarantee commitments from the Company’s related parties; and

●

Equity financing.

The Company can make no assurances that required financing will be available for the amounts needed, or on terms commercially acceptable to the Company, if at all. If one or all of these events does not occur or subsequent capital raises are insufficient to bridge financial and liquidity shortfall, there would likely be a material adverse effect on the Company and would materially adversely affect its ability to continue as a going concern.

As such, 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 financial statements are issued. The financial statements have been prepared assuming that the Company will continue as a going concern and, accordingly, do not include any adjustments that might result from the outcome of this uncertainty.

Note 3 — Basis of presentation and significant accounting policies

Basis of presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

FOXX DEVELOPMENT INC.
NOTES TO FINANCIAL STATEMENTS

Note 3 — Basis of presentation and significant accounting policies (cont.)

Use of estimates and assumptions

The preparation of financial statements in conformity with U.S. GAAP requires management to make 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 financial statements and the reported amounts of revenues and expenses during the periods presented. Actual results could differ from these estimates.

Fair value measurement

The accounting standard regarding the fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company.

The accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures. The three levels are defined as follows:

	●	Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

	●	Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

	●	Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

Financial instruments included in current assets and current liabilities are reported in the balance sheets at face value or cost, which approximates the fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest.

Cash

The Company considers all highly liquid investments with an original maturity of three months or less to be cash and cash equivalents. As of June 30, 2023 and 2022, the Company had no cash equivalents on account. Cash is maintained at financial institutions and, at times, balances may exceed federally insured limits. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company has historically not experienced a loss related to these deposits.

Accounts receivable

Accounts receivables are recognized and carried at the original invoiced amount less an allowance for any uncollectible accounts on credit losses. Allowance for credit losses for accounts receivables is established based on various factors including historical payments and current economic trends. The Company reviews its allowance for accounts receivable by assessing individual accounts receivable over a specific aging and amount. All other balances are pooled based on historical collection experience. The estimate of expected credit losses is based on information about past events, current economic conditions, and forecasts of future economic conditions that affect collectability. Accounts receivable are written-off on a case by case basis after exhaustive efforts at collection are made, net of any amounts that may be collected. As of June 30, 2023 and 2022, no allowance for credit losses of accounts receivable was recorded nor there was any accounts receivable balances.

Contract assets

Contract assets consisted of cash deposited or advanced to suppliers for future inventory purchases. This amount is refundable and bears no interest. For any advances to suppliers determined by management that such advances will not be in receipts of inventories or refundable, the Company will recognize an allowance account to reserve such balances. Management reviews its advances to suppliers on a regular basis to determine if the allowance is adequate and adjusts the allowance when necessary. Delinquent account balances are written-off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary. As of June 30, 2023 and 2022, no allowance for the doubtful accounts was recorded.

FOXX DEVELOPMENT INC.
NOTES TO FINANCIAL STATEMENTS

Note 3 — Basis of presentation and significant accounting policies (cont.)

Inventories

Inventories are stated at the lower of cost or net realizable value. Cost is determined using the weighted average. Inventories mainly include electronic products and accessories which are purchased from the Company’s suppliers as merchandized goods. On an annual basis, inventories are reviewed for potential write-downs for estimated obsolescence or unmarketable inventories which equals the difference between the costs of inventories and the estimated net realizable value based upon forecasts for future demand and market conditions. When inventories are written down to net realizable value, it is not marked up subsequently based on changes in underlying facts and circumstances. As of June 30, 2023 and 2022, there was no inventory and during the years ended June 30, 2023 and 2022, no inventory write-down were recorded.

Property and equipment, net

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets with no residual value. The estimated useful lives are as follows:

		Useful Life
Computer and office equipment		5 years
Vehicles		5 years

The cost and related accumulated depreciation and amortization of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statements of operations. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.

Long-lived assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be fully recoverable. These events or changes in circumstances may include but are not limited to, a significant deterioration of operating results, a change in the regulatory environment, changes in business plans, or adverse changes in anticipated future cash flows. If an impairment indicator is present, the Company evaluates the recoverability by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to result from the use and eventual disposition of the assets. If the assets are determined to be impaired, the impairment recognized is the excess of the carrying amount over the fair value of the assets. Fair value is generally determined by the discounted cash flow method. The discount rate used in any estimate of discounted cash flows is the rate commensurate with a similar investment of similar risk. As of June 30, 2023 and 2022, there was no impairment of long-lived assets.

Contract liability

Contract liability mainly consisted of deposits received from customers before all the relevant criteria for revenue recognition are met and are recorded as customer deposits.

FOXX DEVELOPMENT INC.
NOTES TO FINANCIAL STATEMENTS

Note 3 — Basis of presentation and significant accounting policies (cont.)

Convertible instrument

The Company accounts for its convertible instrument in accordance with Accounting Standards Codification (“ASC”) 470-20 Debt with Conversion and Other Options, whereby the convertible instrument is initially accounted for as a single unit of account, unless it contains a derivative that must be bifurcated from the host contract in accordance with ASC 815-15 Derivatives and Hedging — Embedded Derivatives or the substantial premium model in ASC 470-20 Debt — Debt with Conversion and Other Options applies. If the equity securities underlying the embedded conversion option are readily convertible to cash, such as publicly traded common shares, the embedded conversion option is likely to meet the net settlement criterion to be considered a derivative. If the equity securities underlying the conversion option are not readily convertible to cash, the embedded conversion option may not meet the net settlement criterion, and therefore would not meet the definition of a derivative. Because the Company is currently a private company, the conversion feature is not considered met the net settlement criterion as its equity securities underlying the conversion option are not readily convertible to cash. In addition, the convertible instrument has a fixed conversion price and therefore, it lacks an underlying and does not meet the requirement of a derivative. As a result, the Company determined its embedded conversion option does not meet the definition of a derivative for bifurcation.

Revenue recognition

Performance Obligations

Gross versus Net Revenue Reporting

FOXX DEVELOPMENT INC.
NOTES TO FINANCIAL STATEMENTS

Note 3 — Basis of presentation and significant accounting policies (cont.)

The Company orders the products and pays in advance from its supplier. When the supplier has completed production, the Company inspects and accepts the products in its suppliers’ warehouse. This enables the Company to direct the use of these products but to also bear inventory risk as legal owners. The Company has the responsibility of fulfilling the promise to provide the products to its customers, and also includes an additional 3% of products on top of each customer’s order, which covers any damage incurred in shipping and no refund and no return will be granted to customers. In addition, when establishing the selling prices for delivery of the products, the Company has control to set its selling price. All these factors indicate that the Company is acting as the principal in this transaction. As a result, revenue from the company is presented on a gross basis.

Cost of revenues

The cost of revenue consists primarily of the costs of electronic products sold.

Research and Development

The research and development expenses primarily consisted of development fees that the Company paid based on the progression of product development. For the years ended June 30, 2023 and 2022, the Company had research and development expenses amounted to $272,080 and $0, respectively.

Lease

The Company categorizes leases with contractual terms longer than 12 months as either operating or finance. Finance leases are generally those leases that substantially utilize or pay for the entire asset over its estimated life All other leases are categorized as operating leases. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease.

Lease liabilities are recognized at the present value of the fixed lease payment, reduced by landlord incentives using an estimated discount rate based on similarly secured borrowings available to us. Lease assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the leases or lease prepayments.

The Company does not recognize its renewal options as part of its right-of-use assets and lease liabilities until it is reasonably certain that it will exercise such renewal options. The Company has elected to combine lease and non-lease component; however, the Company currently has no leases requiring analysis of lease components.

For the lease with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liability. For the lease that with lease term within one year, the Company has elected to not recognize right-of-use asset and lease liability. The Company did not have any significant operating lease right-of-use assets as of June 30, 2023 and 2022.

Basic and diluted earnings per share

The Company computes earnings per share (“EPS”) in accordance with the FASB ASC Topic 260, “Earnings per share,” which requires companies to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible notes) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. Diluted earnings per share is the same as basic earnings per share due to the lack of dilutive items in the Company for the years ended June 30, 2022.

FOXX DEVELOPMENT INC.
NOTES TO FINANCIAL STATEMENTS

Note 3 — Basis of presentation and significant accounting policies (cont.)

Income taxes

The Company accounts for income taxes in accordance with FASB ASC Topic 740, “Income Taxes”. Under the asset and liability method as required by this accounting standard, deferred income tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the income tax basis and financial reporting basis of assets and liabilities. Provision for income taxes consists of taxes currently due plus deferred taxes.

The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred taxes are accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of assessable tax. Deferred tax liabilities are recognized for all future taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable income will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled.

Deferred taxes are charged or credited in the income statement, except when it is related to items credited or charged directly to equity. Net deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the net deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that has a greater than 50% likelihood of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income taxes are classified as income tax expense in the period incurred. Income tax returns for the years prior to 2019 are no longer subject to examination by U.S. tax authorities.

Related parties

The Company identifies related parties, and accounts for, and discloses related party transactions in accordance with ASC 850, Related Party Disclosures, and other relevant ASC standards.

Parties, which can be a corporation or individual, are considered to be related if they have the ability, directly or indirectly, to control the Company or exercise significant influence over the Company in making financial and operating decisions. Entities are also considered to be related if they are subject to common control or common significant influence.

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

Recently adopted accounting standards

The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.

FOXX DEVELOPMENT INC.
NOTES TO FINANCIAL STATEMENTS

Note 3 — Basis of presentation and significant accounting policies (cont.)

In February 2016, the FASB issued ASU 2016-02, Lease (Topic 842), which enhanced the recognition of lease assets and lease liabilities by lessee for those leases classified as operating lease under previous GAAP. In the lessee accounting section, it clarifies for the lease with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liability. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The amendments in this update were effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Due to the lease term that the Company entered was within one year, the Company elect to not recognize right-of-use asset and lease liability. The management estimated the impact and does not believe it will have a material impact on the Company’s financial statements.

On July 1, 2021, the Company early adopted the ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) which, among other things, simplifies the accounting for convertible instruments by eliminating the requirement to separate conversion features from the host contract. Consequently, a convertible debt instrument is accounted for as a single liability measured at its amortized cost and interest expense will be recognized at the coupon rate.

In March 2022, the FASB issued ASU 2022-02, Financial Instruments — Credit Losses (Topic 326), which eliminates the accounting guidance on troubled debt restructurings for creditors in ASC 310 and amends the guidance on vintage disclosures to require disclosure of current-period gross write-offs by year of origination. The ASU also updates the requirements related to the accounting for credit losses under ASC 326 and adds enhanced disclosures for creditors with respect to loan refinancing and restructurings for borrowers experiencing financial difficulty. The Company adopted this guidance on July 1, 2023, which did not have an impact on the Company’s financial statements.

Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s balance sheets, statements of income and statements of cash flows.

Recently issued accounting pronouncements not yet adopted

In March 2022, the FASB issued ASU 2022-01, Derivatives and Hedging (Topic 815), which clarifies guidance on fair value hedge accounting of interest rate risk for portfolios of financial assets. The amendments in this update expand the current last-of-layer method of hedge accounting that permits only one hedged layer to now allow designation of multiple hedged layers with a single closed portfolio. To reflect that expansion, the last-of-layer method is renamed the portfolio layer method. The new guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within those fiscal years. The management estimated the impact of the new accounting policy and does not believe ASU 2022-01 will have a material impact on the Company’s financial statements.

Note 4 — Prepayments and other current assets

Prepayments and other current assets consist of the following:

	June 30, 2023		June 30, 2022
Contract assets	$	—	$	583,895
Other prepaid expenses		11,411		—
Total prepayments and other current assets	$	11,411	$	583,895

FOXX DEVELOPMENT INC.
NOTES TO FINANCIAL STATEMENTS

Note 5 — Property and equipment, net

Property and equipment, net consist of the following:

	June 30, 2023			June 30, 2022
Computer and office equipment	$	4,631		$	1,523
Vehicle		191,091			—
Subtotal		195,722			1,523
Less: accumulated depreciation		(22,063	)		(1,244	)
Total property and equipment, net	$	173,659		$	279

Depreciation expense for the years ended June 30, 2023 and 2022 amounted to $20,819 and $305, respectively.

Note 6 — Other payables and accrued liabilities

Other payables and accrued liabilities consist of the following:

	June 30, 2023		June 30, 2022
Payroll tax payable	$	19,593	$	2,687
Interest payable		3,500		—
Others		4,360		695
Total other payables and accrued expenses	$	27,453	$	3,382

Note 7 — Contract liabilities

Contract liabilities consist of customer deposits, which is recorded on the balance sheets when the Company has received consideration, or has the right to receive consideration, in advance of transferring the performance obligations under the contract to the customer.

The following table presents the Company’s customer deposits balances and changes therein:

	June 30, 2023		June 30, 2022
Balance, beginning of the year	$	609,229	$	—
Add: net increase in current period contract liabilities		27		609,229
Less: revenue recognized from beginning contract liabilities		609,229		—
Total contract liabilities	$	27	$	609,229

As of June 30, 2023 and 2022, the Company had contract liabilities with a balance of $27 and $609,229, respectively. No other contract liabilities are recorded on the Company’s Balance Sheets as of June 30, 2023 and 2022

Note 8 — Related party balances and transactions

Related party balance

Accounts payable — related party

Name of Related Party

Relationship

Nature

June 30,
2023

June 30,
2022

Company A

Controlled by the immediate family member of the executive of the Company

Purchase of goods

—

84,920

FOXX DEVELOPMENT INC.
NOTES TO FINANCIAL STATEMENTS

Note 8 — Related party balances and transactions (cont.)

Other payable — related party

Other payable — related party consists of the following:

Name of Related Party

Relationship

Nature

June 30,
2023

June 30,
2022

Company B

Owned by the executives of the Company

Consulting fees

25,000

—

Short-term loan — related party

As of June 30, 2023 and 2022, the outstanding short-term loan from related parties consists of the following:

		June 30, 2023				June 30, 2022
Executive⁽¹⁾		$	91,235			$	245,557

(1)

On July 23, 2019, the Company entered into a loan agreement with the executive of the Company. The loan agreement allows the Company to draw up to $1,000,000 and is non-interest bearing. The Company’s imputed interest is immaterial. During the years ended June 30, 2023 and 2022, the Company did not draw balance from the related party loan, and made a repayment of $154,322 and $0, respectively, to the related party. The loan had a maturity date on the earlier of June 30, 2023 or the date of initial closing of the initial public offering (“IPO”) of the Company. As of June 30, 2023, the loan is in default.

Related party transactions

Research and development expense

Name of Related Party

Relationship

For the Year
ended
June 30,
2023

For the Year
ended
June 30,
2022

Company A

Controlled by the immediate family member of the executive of the Company

272,080

—

Note 9 — Short-term loans

As of June 30, 2023 and 2022, the outstanding short-term loan from third parties consists of the following:

	June 30, 2023		June 30, 2022
Lender A⁽¹⁾	$	261,208	$	261,208
Lender B⁽²⁾		30,000		30,000
Total short-term loan	$	291,208	$	291,208

(1)

On December 30, 2020, the Company entered into a loan agreement with a third-party lender. The agreement allows the Company can draw up to $600,000 and is non-interest bearing. The Company’s imputed interest is immaterial. During the years ended June 30, 2023 and 2022, the Company drew $0 and $239,000, respectively from lender A. And the Company did not make repayments of the loan to either of the lenders during the period ended June 30, 2023 and 2022.

(2)

On November 11, 2019, the Company entered into a loan agreement for an amount of $50,000 with a third-party lender. This loan is non-interest bearing. The Company’s imputed interest is immaterial. This loan had an original due date in February 2020 and automatically converted into a due on demand term thereafter.

FOXX DEVELOPMENT INC.
NOTES TO FINANCIAL STATEMENTS

Note 10 — Convertible promissory note

On June 21, 2023, the Company issued a convertible promissory note (the “Note”) to New Bay Capital Limited (“Investor”), a Hong Kong registered entity, in the amount of $2,000,000 at 7% per annum. The maturity date for the note is the earlier of the 12 month anniversary of the issuance date and the date when the Company redeems the note, or the date of the initial closing of the initial public offering (“IPO”) of the Company.

The note is automatically convertible into common shares (collectively, the “Converted Shares”) of the Company, par value of $0.001 per share, at a price of $30.00 per share at the time that the Company completes an IPO. Interest shall accrue on the outstanding unconverted and unpaid principal amount at 7% per annum and shall be compounded annually from the issuance date until interest payment date, which is the first to occur of (i) the maturity date, and (ii) the date of any conversion of this Note, and (iii) the date of any other repayment or redemption of this Note. The full outstanding and unpaid principal amount shall be repaid in full on maturity date on June 20, 2024, and any accrued and unpaid interest is due and payable by the Company in cash on the interest payment date. This Note may not be prepaid by the Company without prior written consent of the Investor.

As of June 30, 2023, the carrying value of the Note was $2,000,000 and the Company had $3,500 of accrued interest related to the Note.

Note 11 — Long-term loan

Vehicle loan

In February 2023, the Company purchased and financed a vehicle, for which the lender put a lien on the title and will be taken as collateral in the situation if the Company is unable to make repayment and default on the loan, with a six-year loan for a total of approximately $137,000. As of June 30, 2023, the carrying value of the asset that has been pledged as a collateral is $116,691. The monthly payments are $2,694 from March 2023 to February 2029, with an interest rate of 11.85% per annum.

The obligation is payable as follows:

Twelve months ended June 30,	Amount
2024	$	15,967
2025		19,539
2026		22,024
2027		24,826
2028		27,984
Thereafter		20,608
Total long-term debt payment		130,948
Current portion of long-term debt		(15,967	)
Long-term debt – non-current portion	$	114,981

Interest expense for the years ended June 30, 2023 and 2022 for the above loan amounted to $5,442 and $0, respectively.

Paycheck Protection Program (“PPP”) loan

Prior to July 1, 2021, the Company obtained a PPP loan in the amount of $307,700 from Loyal Trust Bank (“LTB”) with a balance of $193,100 being forgiven by the Small Business Administration (“SBA”). The proceeds from the PPP loan were used to fund operations. The Company’s policy was to account for the PPP loan as debt. The Company continued to record the loan as debt until either (1) the loan was partially or entirely forgiven and the Company had been legally released, at which point the amount forgiven would be recorded as income or (2) the Company paid off the loan. In September 2021, the Company’s outstanding PPP loans of $114,600 were forgiven by the SBA and confirmed by LTB. For the years ended June 30, 2023 and 2022, the Company recognized a gain on forgiveness of PPP loan in the amount of $0 and $114,600, respectively, in the accompanying statements of income.

FOXX DEVELOPMENT INC.
NOTES TO FINANCIAL STATEMENTS

Note 12 — Shareholders’ equity

Pursuant to the Company’s certificate of incorporation, the Company is authorized to issue 1,000,000 shares of Common Stock with a par value of $0.001 per share. As of June 30, 2023 and 2022, there were 1,000,000 shares of Common Stock issued and outstanding.

For the years ended June 30, 2023 and 2022, the Company’s shareholders made capital contributions of $0 and $40,000 to the Company, respectively.

Note 13 — Concentrations of risks

(a)

Major customers

For the years ended June 30, 2023 and 2022, one customer, which is a third party of the Company, accounted for 100% of the Company’s total revenues.

(b)

Major suppliers

For the years ended June 30, 2023 and 2022, one supplier, which is a third party of the Company, accounted for 100% of the Company’s total purchases.

(c)

Geographic areas

For the years ended June 30, 2023 and 2022, all of the Company’s long-lived assets are located in the United States and all of the Company’s revenues are derived solely from the United States, accordingly, no geographical information is presented.

Note 14 — Commitments and contingencies

Commitments

The Company used its vendors’ limited space in their warehouse to store its purchased inventory during the years ended June 30, 2023 and 2022. The Company considered such usage to be considered as an embedded lease. The Company determined that the accounting impact of the embedded lease are immaterial to the Company’s June 30, 2023 and 2022 financial statements and no operating right-of-use assets and lease liabilities were capitalized as June 30, 2023 and 2022.

The Company also rented a mailbox for $450 per month from November 1, 2022 to October 31, 2024. The Company determined that the accounting impact of this lease is immaterial to the Company’s June 30, 2023 financial statements and no operating right-of-use assets and lease liabilities were capitalized as June 30, 2023.The Company terminated this lease on August 5, 2023.

As of June 30, 2023, the Company has an outstanding loan in connection with a vehicle purchase. See Note 11.

Subsequent to June 30, 2023, the Company has entered into a dormitory lease and various office and storage leases. See Note 18.

Contingencies

FOXX DEVELOPMENT INC.
NOTES TO FINANCIAL STATEMENTS

Note 15 — Income taxes

The Company’s income tax expenses for years ended June 30, 2023 and 2022 are as follows:

	For the Years Ended June 30
	2023		2022
Federal
Current	$	13,502	$	1,246
Deferred		—		—
State
Current		735		359
Deferred		—		—
Total Provision for income taxes		14,237		1,605

Income tax expense for the years ended June 30, 2023 and 2022 varied from the amount computed by applying the statutory income tax rate to income before taxes. Reconciliations between the expected federal income tax rates using 21% for the year ended June 30, 2023 and 2022 to the Company’s effective tax rate are as follows:

	June 30, 2023			June 30, 2022
Federal statutory tax rate		21.0	%		21.0	%
State statutory tax rate, net of deduction on federal tax return		5.8	%		5.8	%
Permanent difference⁽¹⁾		1.3	%		(21.0	)%
Change in valuation allowance		(8.4	)%		(4.7	)%
Effective tax rate		19.7	%		1.1	%

(1)

For the year ended June 30, 2022, the Company had a gain on forgiveness of Paycheck Protection Program (“PPP”) loan of $114,600 which was a non-taxable item.

The Company had a cumulative U.S. federal net operating loss (“NOL”) of approximately $5.2 million and $5.4 million as of June 30, 2023 and 2022, respectively, which may reduce future federal taxable income. The Company had a cumulative state (Georgia) net operating loss (“NOL”) of approximately $0.6 million and $0.7 million as of June 30, 2023 and 2022, respectively, which may reduce future state taxable income. During the years ended June 30, 2023 and 2022, $257,185 and $23,737 of NOL was utilized in the federal tax return. The federal tax expense incurred from the taxable income was $13,502 and $1,246 as the Company only allowed to deduct 80% of taxable income of NOL carried over from prior periods. During the years ended June 30, 2023 and 2022, $51,118 and $24,975 of NOL was utilized in the state tax return and the tax expense was $735 and $359. The Company’s ability to use its federal net operating carryforwards may be limited if the Company experiences an “ownership change” as defined in Section 382 (“Section 382”) of the Internal Revenue Code of 1986, as amended. However, since no ownership change within the Company, it allows the Company to utilize its NOL for the future years.

FOXX DEVELOPMENT INC.
NOTES TO FINANCIAL STATEMENTS

Note 15 — Income taxes (cont.)

The Company’s deferred tax accounts are comprised of the following:

	June 30, 2023			June 30, 2022
Deferred tax assets
Net operating loss
Federal	$	1,086,843			1,140,852
State		34,863			37,802
Capitalized R&D expense		55,540			—
Less: valuation allowance		(1,172,171	)		(1,178,221	)
Total deferred tax assets, net		5,075			433

Deferred tax liabilities:
Depreciation of property and equipment	$	(5,075	)	$	(433	)
Total deferred tax accounts, net	$	—		$	—

The Company’s taxes payable consist of the following:

		June 30, 2023				June 30, 2022
Income taxes payable		$	15,842			$	1,605

Uncertain tax positions

The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the marketing performance and measures the unrecognized benefits associated with the tax positions. As of June 30, 2023 and 2022, the Company did not have any significant unrecognized uncertain tax positions.

Note 16 — Disaggregated information of revenues

Disaggregated information of revenues by product type is as follows:

	For the Year Ended June 30, 2023		For the Year Ended June 30, 2022
Tablet products	$	19,648,799	$	11,592,843
Mobile phone products		1,944,750		1,278,000
Other products and revenues		29,338		23,338
Total revenues	$	21,622,887	$	12,894,181

Note 17 — Basic and diluted earnings per share

FOXX DEVELOPMENT INC.
NOTES TO FINANCIAL STATEMENTS

Note 17 — Basic and diluted earnings per share (cont.)

The following table presents the computation of basic and diluted earnings per share attributable to common stockholders, for the periods presented:

	For the Years Ended June 30,
	2023		2022
Net income – basic EPS	$	58,191	$	144,618
Interest expenses incurred on the convertible note		3,500		—
Net income – diluted EPS	$	61,691	$	144,618

Basic weighted average shares outstanding		1,000,000		1,000,000
Dilutive effect of convertible note*		1,648		—
Diluted weighted average number of shares outstanding		1,001,648		1,000,000

Basic earnings per share	$	0.06	$	0.14
Diluted earnings per share	$	0.06	$	0.14

The number of shares that is potential convertible from the convertible notes was included form the computation of diluted EPS for the period presented because it has potentially dilutive impact of the Company’s non-participating shares of common stock and its EPS. Other than the Company’s outstanding convertible notes has a dilutive effect on its EPS, the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company.

Note 18 — Subsequent events

The Company evaluated all events and transactions that occurred after June 30, 2023 up through the date the Company issued these financial statements on January 31, 2024.

Lease

On August 1, 2023, the Company entered into a twelve-month lease agreement to rent a storage space for its purchased inventory for a monthly rental fee of $100.

On August 14, 2023, the Company entered into a six-month lease agreement to rent an office for operating purposes with a monthly rental fee of $550.

On September 8, 2023, the Company entered into a three-year lease agreement to rent a general office and storage space for business operation with a monthly rent of $3,096, plus varied monthly CAM (common area maintenance fee).

On September 18, 2023, the Company entered into a month-to-month rental agreement to rent as dorm for the employee with a monthly rent of $3,000.

Convertible promissory notes

On November 21, 2023, the Company issued a convertible promissory note (the “Note”) to New Bay Capital Limited (“Investor”), a Hong Kong registered entity, in the amount of $2,000,000 at 7% per annum. The maturity date for the note is earlier of the 12-month anniversary of the issuance date and the date when the Company redeems the note, or the date of the initial closing of the IPO of the Company.

The note is automatically convertible into common shares (collectively, the “Converted Shares”) of the Company, par value of $0.001 per share, at a price of $30.00 per share at the time that the Company completes an IPO. Interest shall accrue on the outstanding unconverted and unpaid principal amount at 7% per annum and shall be compounded annually from the issuance date until the interest payment date, which is the earlier of (i) the maturity date, and (ii) the date of any conversion of this Note, and (iii) the date of any other repayment or redemption of this Note. The full outstanding and unpaid principal amount shall be repaid in full on maturity date on October 20, 2024, and any accrued and unpaid interest is due and payable by the Company in cash on the interest payment date. This Note may not be prepaid by the Company without prior written consent of the Investor.

Exhibit 99.3

FOXX MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of Foxx’s financial condition and results of operations in conjunction with the section entitled “Selected Financial Data”, Foxx’s financial statements, and the related notes included elsewhere in this proxy statement. This discussion contains forward-looking statements that involve risks and uncertainties. Foxx’s actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this proxy statement.

Overview

Established in Texas in 2017, Foxx Development Inc. is a technology innovation firm specializing in the communications sector. Since its establishment, Foxx has expanded its presence to include various locations throughout the United States, such as San Francisco, CA, Dallas, TX, Atlanta, GA, Los Angeles, CA, Miami, FL, and New York, NY. This expansion enables Foxx to provide sales, retail, distribution, and after-sales support services while simultaneously driving innovation through active research and development efforts aimed at pioneering new customization standards and services.

Foxx’s business model involves providing comprehensive hardware and software specifications to original design manufacturers. Once the products are developed, Foxx engages with third-party agencies to secure necessary testing and certifications, including Equipment Authorizations from the FCC and certifications from the Global Mobile Suppliers Association. Foxx currently offers a range of Foxx-branded products, including tablets, smartphones, and expects to launch wearables and other high-quality communication terminals. Foxx products are generally priced competitively after considering various factors such as product costs, research and development investments, regulatory compliance, testing expenses, and shipping costs. Foxx’s customers are primarily distributors who sell Foxx-branded products in the U.S. public channels and to major carriers in the United States such as T-Mobile, AT&T, and Verizon.

Foxx has generated most of its revenue from the sales of tablets and smartphones. Foxx expects to enter the U.S. IoT markets and potentially the private label Mobile Virtual Network Operator (“MVNO”) market, with the aim of growing into a key player both domestically and globally. Foxx has been preparing to enter these markets by adding additional features and providing related services that enable Foxx-branded devices to have IoT and MVNO capabilities.

Foxx manages inventory and meet market demand through our build-to-order business model. After customers place purchase orders in bulks with Foxx, we place purchase orders with suppliers to manufacture the products that meet customers’ products specifications and budget requirements. For the years ended March 31, 2024 and June 30, 2023 and for the nine months ended March 31, 2024, Foxx has relied on limited suppliers for the manufacturing of mobile phone and tablet products and on limited customers for the distribution of these products. We selectively concentrated our resources on our tablet and mobile phone products because such products held the strongest market potential and revenue generation capability at the time when remote work and online classes became more prevalent.

Beginning in 2023, Foxx adjusted its business strategy to avoid reliance on limited suppliers and customers and to diversify suppliers and customers to mitigate the concentration and reliance risk. Foxx has added new product models across each product line to target a broader range of customers. As of the date hereof, Foxx has reached out to a total of six customers to expand its operations in the market and expects to secure purchase orders from these new customers. At the same time, to meet the various product demands of current and prospective customers, Foxx has connected with suppliers who can provide manufacturing support when Foxx secures purchase orders from its customers. In addition, Foxx plans to further expand its product offerings and to launch an IoT platform to manage all end-products sold, and began setting up a service team for its business to business (B2B) model in the artificial IoT department. Through the efforts of expanding product offerings and reaching to broader customer base, Foxx will be able to move away from relying on limited customers and suppliers. As Foxx dedicated its resources to expansion, it experienced a significant decrease in the sales of tablet and mobile phone products during the nine months ended March 31, 2024 as compared to the same period in 2023: (i) new customers began orders in much smaller quantities as compared to its

previous customer in order to build up a trustworthy relationship; (ii) similarly and relevantly, Foxx placed order with new suppliers in much smaller quantities to build up relationship and ensure the quality of the products; and (iii) new product models on both tablet and mobile phones order by new customers required approximately 6-9 months from development to mass production. In addition, on February 8, 2024, the U.S. Federal Communication Commission stopped accepting new enrollment in the Affordable Connectivity Program (ACP) and announced that the ACP will stop accepting new applications and enrollments on February 7, 2024, and will stop funding for enrolled customers starting on April 30, 2024. Temporarily impacted by such a change in ACP, most of Foxx’s new customers are cutting down their sales teams in anticipation of the reduced customer base, which affects the demand for Foxx’s products across all channels during the nine months ended March 31, 2024; and on the other hand, Foxx’s competitors have stockpiled their products during nine months ended March 31, 2024, due to severely declining sales and they have started lower their sale price on their products which affected the demand of Foxx’s products. However, Foxx may continue to target end-users who are eligible for the Lifeline Program, which is administered by the Universal Service Administrative Company (USAC) and receives funding from the Universal Service Fund, a government program that receives annual contributions from telecommunications companies or their customers. At the same time, because Foxx has initiated its strategic shifts to diversify its product offerings, Foxx expects to target customers who are interested in other mobile devices, tablets, and IoT products.

Key Factors that Affect Operating Results

We believe the key factors affecting Foxx’s financial condition and results of operations include the following:

Retention of Key Management Team Members

One of the key differentiating factors of Foxx is the rich blended nature of their management team. Foxx’s management team comprises executives with extensive experience in electronics industry with IoT services related experiences. The wide array of industry experience captured by their management team allows Foxx to deliver advanced technology and superior products its customers. Losing any member of their key executive team could significantly impact the quality of services that clients currently receive. Such departures may prompt customers to explore alternative products or IoT cloud platforms offered by different vendors or service providers.

Investment in technology and talent

Foxx invests significant resources in outsourcing partnerships and dedicates efforts to research and develop new products, solutions, agent platforms, and related services. This commitment is essential to uphold Foxx’s competitiveness in the industry, especially in the realm of IoT services. Advancing technology and enhancing capabilities are pivotal for enterprise growth, necessitating continual progress in electronic product technologies, novel services, and expanded capabilities.

To maintain and expand our customer base, Foxx must sustain a culture of innovation that aligns with the industry’s evolution. This entails continuously introducing cutting-edge technologies to the market. Our current focus in research and development revolves around bolstering comprehensive communication, storage, and energy solutions, as well as advancing 5G technology. This includes areas such as baseband development, Radio Frequency (RF) layout optimization, Session Initiation Protocol (SIP) integration, and rigorous system testing.

Our ability to expand our products and services and diversifying customer base

Currently, Foxx’s main revenue stream originates from the sale of tablets and mobile phones. As brand recognition and acceptance grow, Foxx anticipates a surge in user adoption of their wireless services and intelligence products. The company’s capacity to broaden its products portfolio, offer new services and attract a more diversified customer base could significantly influence its future operating results.

Results of Operations

Comparison for the nine months ended March 31, 2024 and 2023

	For the Nine Months Ended March 31,
	2024			2023		Change ($)			Change (%)
	(Unaudited)			(Unaudited)
Revenues	$	1,346,663		$	21,622,887	$	(20,276,224	)	(93.8	)%
Cost of goods sold		1,286,762			20,514,107		(19,227,345	)	(93.7	)%
Gross profit		59,901			1,108,780		(1,048,879	)	(94.6	)%
Operating expenses
Selling expense		499,802			234,571		265,231		113.1	%
General, and administrative expense		1,401,915			327,856		1,074,059		327.6	%
Research and development – related party		45,584			242,080		(196,496	)	(81.2	)%
(Loss) income from operations		(1,887,400	)		304,273		(2,191,673	)	(720.3	)%
Other expense, net		166,783			1,463		165,320		11,300.1	%
Provision for income tax		19,828			26,159		(6,331	)	(24.2	)%
Net (loss) income	$	(2,074,011	)	$	276,651	$	(2,350,662	)	(849.7	)%

Revenues

Foxx’s revenue primarily derived from sales of electronic products. The total revenues decreased by approximately $20.3 million, or 93.8%, to approximately $1.3 million for the nine months ended March 31, 2024 as compared to approximately $21.6 million for the nine months ended March 31, 2023. The decrease of the total revenue was mainly attributable to Foxx’s change of business strategy as discussed in the aforementioned overview section. Foxx is steadily cultivating new business relationships with its customer base, anticipating a gradual increase in sales to align with its previous volume levels.

Foxx’s revenues from their revenue categories are summarized as follows:

	For the Nine Months Ended
	March 31, 2024		March 31, 2023
	(Unaudited)		(Unaudited)
Tablet products	$	657,800	$	19,648,799
Mobile phone products		688,863		1,944,750
Other revenue		—		29,338
Total revenues	$	1,346,663	$	21,622,887

All revenue streams experienced a decrease primarily attributed to Foxx’s shift in business strategy as discussed in the aforementioned overview section. Revenue from the sales of tablets decreased by approximately $19.0 million, or 96.7%, to approximately $0.7 million for the nine months ended March 31, 2024 from approximately $19.6 million for the same period in 2023. Revenue from sales of phones decreased by approximately $1.3 million, or 64.6%, to approximately $0.7 million for the nine months ended March 31, 2024 from approximately $2.0 million for the same period in 2023. Revenue from others consisted with sales of rugged cases and freight and shipping insurance income. The sales of others decreased by approximately $29,000, or 100.0%, to $0 for the nine months ended March 31, 2024 from approximately $29,000 for the nine months ended March 31, 2023. The decrease in sales of other products was not significant to Foxx’s operations.

Cost of Goods Sold

Foxx’s cost of goods sold mainly consists of cost of merchandise and freight. Total cost of goods sold decreased by approximately $19.2 million, or 93.7%, to approximately $1.3 million for the nine months ended March 31, 2024 as compared to approximately $20.5 million for the nine months ended March 31, 2023. The decrease in cost of goods sold is a direct result of a decrease in revenue, consistent with Foxx’s change of business strategy as discussed above nine months ended March 31, 2024 as compared to the same period in 2023. Furthermore, Foxx successfully identified two new vendors offering lower unit prices for manufacturing our products, contributing to the decrease in the cost of goods sold.

Foxx’s cost of goods sold from their revenue categories are summarized as follows:

	For the Nine Months Ended
	March 31, 2024		March 31, 2023
	(Unaudited)		(Unaudited)
Tablet products	$	482,608	$	18,667,181
Mobile phone products		804,154		1,835,796
Other costs		—		11,130
Total cost of goods sold	$	1,286,762	$	20,514,107

Foxx’s cost of goods sold for tables decreased by approximately $18.2 million, or 97.4%, to approximately $0.5 million for the nine months ended March 31, 2024 from approximately $18.7 million for the same period in 2023. Cost of goods sold for mobile phone products decreased by approximately $1.0 million, or 56.2%, to approximately $0.8 million for the nine months ended March 31, 2024 from approximately $1.8 million for the same period in 2023. Other costs, including cost of rugged cases and freight in and shipping insurance costs, decreased by approximately $11,000, or 100.0%, to $0 for the nine months ended March 31, 2024 from approximately $11,000 for the nine months ended March 31, 2023.

Gross Profit

Foxx’s gross profit decreased by approximately $1.0 million, or 94.6%, to approximately $60,000 for the nine months ended March 31, 2024, from approximately $1.1 million for the nine months ended March 31, 2023.

Foxx’s gross profit from their major revenue categories is summarized as follows:

	For the Nine Months Ended March 31,
	2024			2023			Change			Change (%)
	(Unaudited)			(Unaudited)
Tablet products
Gross profit	$	175,192		$	981,618		$	(806,426	)	(82.2	)%
Gross profit percentage		26.6	%		5.0	%		21.6	%

Mobile phone products
Gross profit	$	(115,291	)	$	108,954		$	(224,245	)	(205.8	)%
Gross profit percentage		(16.7	)%		5.6	%		(22.3	)%

Other
Gross profit		—			18,208			(18,208	)	(100.0	)%
Gross profit percentage		—			62.1	%		(62.1	)%

Total
Gross profit	$	59,901		$	1,108,780		$	(1,048,879	)	(94.6	)%
Gross profit percentage		4.4	%		5.1	%		(0.7	)%

For the nine months ended March 31, 2024 and 2023, overall gross profit percentage was 4.4% and 5.1%, respectively. The decrease in gross profit percentage of 0.7% was primarily due to Foxx generating a negative profit from the sale of mobile phone products, which happened during the three months ended March 31, 2024 when Foxx’s vendor had a delay in delivery the mobile phone products. Foxx was willing to sell the goods to customer at a discounted price to minimize the risk of its customer cancelling existing orders, and to retain the customer relationship since the Company just started to make sales to its new customers.

Gross profit percentage of tablets improved from 5.0% to 26.6% from the nine months ended March 31, 2023 to the same period in 2024. This was primarily due to Foxx’s change of business strategy as discussed above, which lead to the increase in the unit selling price of electronic products, and the decrease in the unit purchase price of the purchasing goods.

Gross profit percentage of mobile phones decreased from 5.6% to (16.7)% from the nine months ended March 31, 2023 to the same period in 2024. This was primarily due to Foxx was willing to sell the products at a discounted price to its customer when there was a delay in delivery from its vendor to minimize the risk of its customer cancelling existing orders.

Operating Expenses

Total operating expenses increased by approximately $1.1 million, or 142.0%, to approximately $1.9 million for the nine months ended March 31, 2024 from approximately $0.8 million for the nine months ended March 31, 2023.

Foxx’s operating expenses are summarized as follows:

	For the Nine months Ended March 31,
	2024		2023		Change ($)			Change (%)
	(Unaudited)		(Unaudited)
Operating expenses
Selling expenses	$	499,802	$	234,571	$	265,231		113.1	%
General and administrative expense		1,401,915		327,856		1,074,059		327.6	%
Total selling, general and administrative expenses		1,901,717		562,427		1,339,290		238.1	%
Research and development – related party		45,584		242,080		(196,496	)	(81.2	)%
Total operating expense	$	1,947,301	$	804,507	$	1,142,794		142.0	%

The increase in operating expense was mainly attributed to the following:

Selling, General and Administrative Expenses

Total selling, general and administrative (“SG&A”) expenses increased, approximately $1.3 million, or 238.1%, to approximately $1.9 million for the nine months ended March 31, 2024 from approximately $0.6 million for the nine months ended March 31, 2023. The increased selling expenses was mainly attributable to approximately $150,000 increase in consulting fees, approximately $52,000 increase in advertising and marketing expense, and approximately $60,000 increase in sampling, testing and certification expenses, which all directly related with change in business strategy where Foxx begun to boost the brand awareness, adding new product models, and to attract more business opportunities in the electronic devices market during the nine months ended March 31, 2024. The increased general and administrative expense were mainly attributable to the approximately $0.5 million increase in non-capitalized initial public offering related expense on audit and accounting fees, approximately $0.4 million increase in salary and wages due to Foxx had eight new hires during the nine months ended March 31, 2024, approximately $0.2 million increase in other general and administrative miscellaneous expenses, such as rent expense and office expense due to increased expense in operation of business. Foxx anticipates a continued rise in its SG&A as it persists in executing its business expansion plan and integrating IoT-enabled devices alongside its cloud platform to streamline operations in 2024.

Research and Development — related party

Research and development (“R&D”) expenses decreased by approximately $0.2 million where the decrease was primarily due to the progression of the R&D project slowed down in the nine months ended March 31, 2024 as compared to the nine months ended March 31, 2023. During the nine months ended March 31, 2023, the related party had completed the development of 4G project and Foxx incurred a R&D expense of approximately $242,000. During the nine months ended March 31, 2024, the related party completed 20% of the remaining 5G development project from the R&D agreement and Foxx recognized a R&D expense approximately of $45,000 accordingly based the progression of the R&D project. Foxx expects its R&D expenses will continue to go up as Foxx will need to development its IoT and MVNO capabilities products and to finish its development of its 5G products in 2024.

Other expense, net

Our other expense, net is summarized as follows:

	For the Nine months Ended March 31,
	2024			2023			Change			Change (%)
	(Unaudited)			(Unaudited)
Other (expense) income
Interest expense	$	(169,778	)	$	(1,463	)	$	(168,315	)	11,504.8	%
Other income		2,995			—			2,995		100.0	%
Total other expense, net	$	(166,783	)	$	(1,463	)	$	(165,320	)	11,300.1	%

Total other expense, net increased by approximately $165,000, or 11,300.1%, to approximately $166,000 for the nine months ended March 31, 2024, from approximately $1,000 for the nine months ended March 31, 2023. The increase was primarily due to Foxx accruing interest expenses related to three convertible promissory notes issued in June 2023, November 2023, and March 2024.

Provision for income taxes

The provision for income taxes decreased by approximately $6,000 from approximately $26,000 for the nine months ended March 31, 2023 to approximately $20,000 for the nine months ended March 31, 2024. The decrease was due to Foxx had operating income during the nine months ended March 31, 2023 while Foxx had operating loss during the nine months ended March 31, 2024. Foxx had provision for income taxes of approximately $20,000 resulted from timing difference between calendar year on income tax return in 2022 and fiscal year of operation of June 30, for which those operating losses incurred from January 2023 to June 2023 cannot be carried back. At the same time, Foxx had provided 100% allowance on its deferred tax assets on net operating losses for the nine months ended March 31, 2024

Net (Loss) Income

Net income decreased by approximately $2.4 million, or 849.7%, to approximately $2.1 million of net loss for the nine months ended March 31, 2024, from approximately $0.3 million net income for the nine months ended March 31, 2023. Such change was mainly due to the reasons discussed above.

Comparison For the years ended June 30, 2023 and 2022

	For the Years Ended June 30,
	2023			2022		Change ($)			Change (%)
Revenues	$	21,622,887		$	12,894,181	$	8,728,706		67.7	%
Cost of goods sold		20,514,107			12,439,604		8,074,503		64.9	%
Gross profit		1,108,780			454,577		654,203		143.9	%
Operating expenses
Selling, general, and administrative expense		750,473			422,954		327,519		77.4	%
Research and development expense – related party		272,080			—		272,080		100.0	%
Income from operations		86,227			31,623		54,604		172.7	%
Other income (expense), net		(13,799	)		114,600		(128,399	)	(112.0	)%
Income before income taxes		72,428			146,223		(73,795	)	(50.5	)%
Provision for income tax		14,237			1,605		12,632		787.0	%
Net income	$	58,191		$	144,618	$	(86,427	)	(59.8	)%

Revenues

Foxx’s revenue primarily derived from sales of electronic products. Revenues increased by approximately $8.7 million, or 67.7%, to approximately $21.6 million for the year ended June 30, 2023 as compared to approximately $12.9 million for the year ended June 30, 2022. The increase of the total revenue was mainly attributable to the increase of orders from Foxx’s customer which was resulted from the awareness of their brand.

Foxx’s revenues from their revenue categories are summarized as follows:

	For the Years Ended
	June 30, 2023		June 30, 2022
Tablet products	$	19,648,799	$	11,592,843
Mobile phone products		1,944,750		1,278,000
Other revenues		29,338		23,338
Total revenues	$	21,622,887	$	12,894,181

All three types of revenues increased mainly due to the increase of orders from Foxx’s customers. This uptick was driven by heightened brand awareness throughout the year ended June 30, 2023, compared to the preceding year ending June 30, 2022. Revenues from the sales of tablets increased by approximately $8.0 million, or 69.5%, from approximately $11.6 million for the year ended June 30, 2022 to approximately $19.6 million for the year ended June 30, 2023. Revenues from sales of mobile phones increased by approximately $0.6 million, or 52.2%, from approximately $1.3 million for the year ended June 30, 2022 to approximately $1.9 million for the year ended June 30, 2023. Other revenues, including sales of rugged cases and freight and shipping insurance income, increased by approximately $6,000, or 25.7%, from approximately $23,000 for the year ended June 30, 2022 to approximately $29,000 for the year ended June 30, 2023.

Cost of Goods Sold

Foxx’s cost of goods sold mainly consists of cost of electronic products and freight in costs. Total cost of goods sold increased by approximately $8.1 million, or 64.9%, to approximately $20.5 million for the year ended June 30, 2023 as compared to approximately $12.4 million for the year ended June 30, 2022. The increase in cost of revenues is a direct result of an increase in revenue, although with cost of goods sold increasing at a rate lower than that of sales.

Foxx’s cost of goods sold from their revenue categories are summarized as follows:

	For the Years Ended
	June 30, 2023		June 30, 2022
Tablet products	$	18,667,181	$	11,186,228
Mobile phone products		1,835,796		1,236,240
Other costs		11,130		17,136
Total cost of goods sold	$	20,514,107	$	12,439,604

Cost of goods sold for tablets increased by approximately $7.5 million, or 66.9%, from approximately $11.2 million for the year ended June 30, 2022 to approximately $18.7 million for the year ended June 30, 2023. Cost of goods sold for phones increased by approximately $0.6 million, or 48.5%, from approximately $1.2 million for the year ended June 30, 2022 to approximately $1.8 million for the year ended June 30, 2023. Other costs, including cost of rugged cases and freight in and shipping insurance costs, decreased by approximately $6,000, or 35.0%, from approximately $17,000 for the year ended June 30, 2022 to approximately $11,000 for the year ended June 30, 2023.

Gross Profit

Gross profit increased by approximately $0.6 million, or 143.9%, to approximately $1.1 million for the year ended June 30, 2023 from approximately $0.5 million for the year ended June 30, 2022.

Foxx’s gross profit from their major revenue categories is summarized as follows:

	For the Years Ended June 30,
	2023			2022			Change			Change (%)
	(Unaudited)			(Unaudited)
Tablet products
Gross profit	$	981,618		$	406,615		$	575,003		141.4	%
Gross profit percentage		5.0	%		3.5	%		1.5	%

Mobile phone products
Gross profit	$	108,954		$	41,760		$	67,194		160.9	%
Gross profit percentage		5.6	%		3.3	%		2.3	%

Other costs
Gross profit	$	18,208		$	6,202		$	12,006		193.6	%
Gross profit percentage		62.1	%		26.6	%		35.5	%

Total
Gross profit	$	1,108,780		$	454,577		$	654,203		143.9	%
Gross profit percentage		5.1	%		3.5	%		1.6	%

For the years ended June 30, 2023 and 2022, overall gross profit percentage was 5.1% and 3.5%, respectively. The increase in gross profit percentage of 1.6% was primarily due to the lower unit purchase costs on electronic products and the increase in purchase volume.

Gross profit percentage of tablets improved from 3.5% to 5.0% from the year ended June 30, 2022 to 2023. This was primarily due to the increased orders of tablets in fiscal year ended June 2023 as compared to the same period in 2022 for which Foxx’s vendor was able to lower the unit purchase price of the tablets.

Gross profit percentage of mobile phones improved from 3.3% to 5.6% from the year ended June 30, 2022 to 2023. This was primarily due to the increased orders of mobile phones in fiscal year ended June 2023 as compared to the same period in 2022 for which Foxx’s vendor was able to lower the unit purchase price of the mobile phones.

Gross profit percentage of other products improved from 26.6% to 62.1% from the year ended June 30, 2022 to 2023. This was primarily due to increased orders of rugged cases related to increased orders of the electronic products for which Foxx’s venders was able to lower the unit purchase price of the rugged cases. Other products were insignificant to Foxx’s operation.

Operating Expenses

Total operating expenses increased by approximately $0.6 million, or 141.8%, to approximately $1.0 million for the year ended June 30, 2023 from approximately $0.4 million for the year ended June 30, 2022.

	For the Years Ended June 30,
	2023		2022		Change ($)		Change (%)
Operating expenses
Selling, general and administrative expenses	$	750,473	$	422,954	$	327,519	77.4	%
Research and development – related party		272,080		—		272,080	100.0	%
Total Operating expense	$	1,022,553	$	422,954	$	599,599	141.8	%

Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses increased by approximately $0.3 million, or 77.4%, to approximately $0.7 million for the year ended June 30, 2023 from approximately $0.4 million for the year ended June 30, 2022. The increase was mainly attributable to the approximately $0.2 million increased in marketing fees to a marketing consultant, which is in line with Foxx’s increased sales during the year ended June 30, 2023, as compared to the same period in 2022. The increase also attributable to the approximately $0.1 million increased in other general

and administrative expenses, such as depreciation expenses, professional fees, insurance expenses and office expense as Foxx expanded its business. Foxx expects its SG&A expenses continue to go up as Foxx is continuing its business expansion plan and to integrating its IoT-enabled devices and its cloud platform streamlines operations in 2024.

Research and Development Expenses — related party

Research and development expenses increased by approximately $0.3 million as Foxx hired one of its related party vendors to assist Foxx to develop its 4G products. Foxx expects its R&D expenses will continue to go up as Foxx will need to development its IoT and MVNO capabilities products and to begin its development of its 5G products in 2024.

Other income (expense), net

Our other income (expense), net is summarized as follows:

	For the Years Ended June 30,
	2023			2022		Change			Change (%)
Other (expense) income
Interest expense	$	(9,277	)	$	—	$	(9,277	)	(100.0	)%
Other expense, net		(4,522	)		—		(4,522	)	(100.0	)%
Gain on forgiveness of Paycheck Protect Program (“PPP”) loan		—			114,600		(114,600	)	(100.0	)%
Total other (expense) income, net	$	(13,799	)	$	114,600	$	(128,399	)	(112.0	)%

Total other (expense) income, net decreased by approximately $0.1 million, or 112.0% to approximately $14,000 of expense for the year ended June 30, 2023 from approximately $0.1 million of income for the year ended June 30, 2022. The decrease was primarily attributable to recognition $0.1 million gain on forgiveness of PPP loan during the year ended June 30, 2022 and Foxx did not has such gain during the same period in 2023. Interest expense increased by approximately $9,000 resulted from the addition of automobile loan and the convertible promissory note.

Provision for income taxes

Provision for income taxes was approximately $14,000 during the year ended June 30, 2023, compared to approximately $1,600 for the year ended June 30, 2022. The increase of approximately $13,000, or 787.0%, was primarily due to the increased of taxable income during the year ended June 30, 2023 as compared to the same period in 2022.

Net Income

Net income decreased by approximately $0.1 million, or 59.8%, to approximately $59,000 for the year ended June 30, 2023, from approximately $145,000 for the year ended June 30, 2022. Such change was mainly due to the reasons as discussed above.

Liquidity and Capital Resources

In assessing liquidity, Foxx monitors and analyses cash on-hand and operating and capital expenditure commitments. Foxx’s liquidity needs are to meet working capital requirements, operating expenses, and capital expenditure obligations. Debt financing in the form of convertible promissory note and cash generated from operations have been utilized to finance working capital requirements.

As of March 31, 2024, Foxx had cash and cash equivalents of approximately $0.3 million, accumulated deficit and working capital deficit were approximately $9.7 million and $3.0 million, respectively. During the nine months ended March 31, 2024, Foxx had net loss of approximately $2.1 million and net operating cash outflow of approximately $4.3 million.

If Foxx is unable to generate sufficient funds to finance the working capital requirements within the normal operating cycle of a twelve-month period from the date of the financial statements are issued, Foxx may have to consider supplementing its available sources of funds through the following sources:

• Other available sources of financing from the banks and other financial institutions or private lender;

• Financial support and credit guarantee commitments from Foxx’s related parties; and

• Equity financing.

As such, Foxx’s management has determined that the factors discussed above have raised substantial doubt about its ability to continue as a going concern within one year after the date that the financial statements are issued. The financial statements have been prepared assuming that Foxx will continue as a going concern and, accordingly, do not include any adjustments that might result from the outcome of this uncertainty.

The following summarizes the key components of cash flows for the nine months ended March 31, 2024 and 2023, and for the years ended June 30, 2023 and 2022.

	For the Nine months Ended March 31
	2024			2023
	(Unaudited)			(Unaudited)
Net cash (used in) provided by operating activities	$	(4,250,712	)	$	200,242
Net cash used in investing activities		(7,064	)		(66,899	)
Net cash provided by (used in) financing activities		2,687,679			(154,815	)
Net change in cash and cash equivalents	$	(1,570,097	)	$	(21,472	)

	For the Years Ended June 30,
	2023			2022
Net cash provided by (used in) operating activities	$	30,176		$	(287,047	)
Net cash (used in) investing activities		(66,899	)		—
Net cash provided by financing activities		1,839,830			279,000
Net change in cash and cash equivalents	$	1,803,107		$	8,047

Operating activities

Net cash used in operating activities was approximately $4.3 million for the nine months ended March 31, 2024 and was primarily attributable to (i) approximately $2.1 million net loss, (ii) approximately $0.2 million increase in accounts receivable due to Foxx began to provide credit term to its new customers, (iii) approximately $1.7 million increased in prepayment and other current assets due to Foxx engaged with new vendors which required purchase deposits, (iv) approximately $0.7 million increased in inventories due to Foxx changed its business strategy where it rented warehouse in the U.S. to store its inventories, (v) approximately $19,000 in repayment of other payable to a related party in connection with their consulting fees, (vi) approximately $19,000 in payment of operating lease liability, and (vii) approximately $16,000 decreased in income taxes payable. The cash outflow was offset by (viii) non-cash expenses of approximately $50,000, which includes depreciation, amortization of operating right-of-use asset, (ix) approximately $0.1 million increased in customer deposits and (x) approximately $0.3 million increased in other payables and accrued liabilities.

Net cash provided by operating activities was approximately $0.2 million for the nine months ended March 31, 2023 and was primarily attributable to (i) approximately $0.2 million net income, (ii) approximately $0.6 million decreased in prepayment and other current assets, which is directly related to Foxx increased sales volume and complete the sale transaction that allowed Foxx to utilize the prepayment to vendors on the sale transaction, (iii) approximately $27,000 increased in income taxes payables. The cash inflow was offset by (iv) approximately $0.6 million decrease in customer deposit due to Foxx fulfilled its sale orders and recognized revenue from existing contract liabilities.

Net cash provided by operating activities was approximately $30,000 for the year ended June 30, 2023 and was primarily attributable to (i) approximately $0.1 million net income, (ii) approximately $0.6 million decreased in prepayment and other current assets as Foxx has utilized its prepaid purchase orders during the period. The inflow was offset by (iii) approximately $0.6 million decreased in customer deposit as Foxx has fulfilled more of its sales orders during the period and (iv) approximately $0.1 million decreased in accounts payable to a related party as Foxx made full repayment to its related party vendor.

Net cash used in operating activities was approximately $0.3 million for the year ended June 30, 2022 and was primarily attributable to (i) approximately $0.1 million gain on forgiveness of PPP loan, (ii) approximately $0.6 million increased in prepayment and other current assets as Foxx has prepaid for more of its purchase orders during the period to secure it inventories purchases, (iii) approximately $0.3 million decreased in accounts payable to a related party as Foxx has made its vendor payment timely, (iv) offset by approximately $0.1 million net income and (vi) $0.6 million increased in customer deposit due to the increased orders that Foxx has not fulfilled as of June 30, 2022.

Investing activities

Net cash used in investing activities was approximately $7,000 for the nine months ended March 31, 2024 attributable to the purchase of office equipment and furniture.

Net cash used in investing activities was approximately $0.1 million for the nine months ended March 31, 2023 attributable to purchase of an automobile for Foxx’s business uses.

Net cash used in investing activities was approximately $0.1 million for the year ended June 30, 2023 attributable to purchase of an automobile for Foxx’s business uses.

There were no net cash used in investing activities for the year ended June 30, 2022.

Financing activities

Net cash provided by financing activities was approximately $2.7 million for the nine months ended March 31, 2024 mainly attributable to $3.0 million proceeds from issuance of convertible promissory notes to New Bay Capital Limited in November 2023 and March 2024, offset by approximately $0.2 million in payments of deferred offering costs, the repayment of related party loans of approximately $0.1 million, and the principal payments of long-term loan of approximately $11,000.

Net cash used in investing activities was approximately $0.2 million for the nine months ended March 31, 2023 attributable to the repayment of related party loans.

Net cash provided by financing activities was approximately $1.8 million for the year ended June 30, 2023 was primarily attributable to $2.0 million proceeds from convertible promissory note offset by the repayment of related party loans of approximately 0.2 million.

Net cash provided by financing activities was approximately $0.3 million for the year ended June 30, 2022 primarily attributable to approximately $0.2 million proceeds from short-term loans, and $40,000 proceeds of capital contribution from Foxx’s existing shareholders.

Off-Balance Sheet Arrangements

As of March 31, 2024, Foxx has no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on Foxx’s financial condition, changes in Foxx’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to Foxx’s members.

Critical Accounting Estimate

The financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these financial statements and accompanying notes requires Foxx to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Foxx has identified certain accounting

estimates that are critical to the preparation of financial statements. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. Foxx believes that the critical accounting estimates, assumptions, and judgments that have the most significant impact on Foxx’s consolidated financial statements are described below.

Income Taxes

Foxx records deferred tax assets and liabilities based on the net tax effects of tax credits, operating loss carryforwards, and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes compared to the amounts used for income tax purposes. Foxx regularly reviews its deferred tax assets for recoverability with consideration for such factors as historical losses, projected future taxable income, and the expected timing of the reversals of existing temporary differences. A valuation allowance is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management believes the deferred tax assets, based largely on the history of tax losses, warrant a full valuation allowance based on the weight of available negative evidence. As of March 31, 2024, June 30, 2023 and 2022, Foxx had recognized $6,546, $5,075 and $433 deferred tax assets, net of valuation allowance $1,679,012, $1,172,171 and $1,178,221, respectively.

Exhibit 99.4

ACRI CAPITAL ACQUISITION CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2024			December 31, 2023
	(Unaudited)
Assets
Cash	$	89,955		$	54,289
Prepaid expenses		90,594			5,791
Total Current Assets		180,549			60,080

Investments held in Trust Account		37,373,688			36,672,846
Total Assets	$	37,554,237		$	36,732,926

Liabilities, Temporary Equity, and Stockholders’ Deficit
Accrued expenses	$	61,703		$	122,007
Franchise tax payable		16,141			37,905
Income tax payable		556,786			402,142
Excise tax payable		556,620			556,620
Promissory notes – related party		2,077,568			1,431,747
Total Current Liabilities		3,268,818			2,550,421

Deferred tax liability		34,202			33,937
Deferred underwriter’s discount		2,156,250			2,587,500
Total Liabilities		5,459,270			5,171,858

Commitments and Contingencies

Common stock subject to possible redemption, 3,255,050 shares at redemption value of $11.30 and $11.12 per share as of March 31, 2024 and December 31, 2023		36,787,026			36,198,862

Stockholders’ Deficit:
Preferred stock, $0.0001 par value, 500,000 shares authorized, none issued and outstanding		—			—
Class A common stock, $0.0001 par value, 20,000,000 shares authorized, none issued and outstanding (excluding 3,255,050 shares subject to possible redemption as of March 31, 2024 and December 31, 2023)		—			—
Class B common stock, $0.0001 par value, 2,500,000 shares authorized, 2,156,250 shares issued and outstanding as of March 31, 2024 and December 31, 2023		216			216
Additional paid-in capital		—			—
Accumulated deficit		(4,692,275	)		(4,638,010	)
Total Stockholders’ Deficit		(4,692,059	)		(4,637,794	)

Total Liabilities, Temporary Equity, and Stockholders’ Deficit	$	37,554,237		$	36,732,926

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ACRI CAPITAL ACQUISITION CORPORATION
CONDENSED COSOLIDATED STATEMENTS OF OPERATIONS

	For the three months ended March 31, 2024			For the three months ended March 31, 2023
Formation and operating costs	$	260,515		$	188,062
Franchise tax expenses		16,141			8,300
Loss from Operations		(276,656	)		(196,362	)

Other income
Interest earned on investment held in Trust Account		475,842			706,680

Income before income taxes		199,186			510,318

Income taxes provision		96,537			146,660

Net income	$	102,649		$	363,658

Basic and diluted weighted average shares outstanding, common stock subject to possible redemption		3,255,050			6,498,150
Basic and diluted net income per share, common stock subject to possible redemption	$	0.09		$	0.07
Basic and diluted weighted average shares outstanding, common stock attributable to Acri Capital Acquisition Corporation		2,156,250			2,156,250
Basic and diluted net loss per share, common stock attributable to Acri Capital Acquisition Corporation	$	(0.09	)	$	(0.05	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ACRI CAPITAL ACQUISITION CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

					Common Stock								Additional					Total
	Preferred Stock				Class A				Class B				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance as of December 31, 2023		—	$	—		—	$	—		2,156,250	$	216	$	—	$	(4,638,010	)	$	(4,637,794	)
Reduction of deferred underwriter’s discount		—		—		—		—		—		—		—		431,250			431,250
Accretion of carrying value to redemption value		—		—		—		—		—		—		—		(588,164	)		(588,164	)
Net income		—		—		—		—		—		—		—		102,649			102,649
Balance as of March 31, 2024		—	$	—		—	$	—		2,156,250	$	216	$	—	$	(4,692,275	)	$	(4,692,059	)

					Common Stock								Additional					Total
	Preferred Stock				Class A				Class B				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance as of December 31, 2022		—	$	—		—	$	—		2,156,250	$	216	$	—	$	(1,957,217	)	$	(1,957,001	)
Accretion of carrying value to redemption value		—		—		—		—		—		—		—		(787,750	)		(787,750	)
Excise tax accrual		—		—		—		—		—		—		—		(514,569	)		(514,569	)
Net income		—		—		—		—		—		—		—		363,658			363,658
Balance as of March 31, 2023		—	$	—		—	$	—		2,156,250	$	216	$	—	$	(2,895,878	)	$	(2,895,662	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ACRI CAPITAL ACQUISITION CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the three months ended March 31, 2024			For the three months ended March 31, 2023
Cash Flows from Operating Activities:
Net Income	$	102,649		$	363,658
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on investment held in Trust Account		(475,842	)		(706,680	)
Deferred taxes		265			(29,858	)
Changes in operating assets and liabilities:
Prepaid expenses		(84,803	)		70,773
Accrued expenses		(60,304	)		(56,662	)
Franchise tax payable		(21,764	)		(56,361	)
Income taxes payable		154,644			(53,097	)
Net Cash Used in Operating Activities		(385,155	)		(468,227	)

Cash Flows from Investing Activities:
Purchase of investment held in trust account		(225,000	)		—
Sale of investment held in trust account		—			51,515,136
Net Cash (Used in) Provided by Investing Activities		(225,000	)		51,515,136

Cash Flows from Financing Activities:
Proceeds from promissory notes to related party		645,821			227,731
Redemption of Class A Common Stock		—			(51,456,891	)
Net Cash Provided by (Used in) Financing Activities		645,821			(51,229,160	)

Net Change in Cash		35,666			(182,251	)

Cash, beginning of the period		54,289			547,478
Cash, end of the period	$	89,955		$	365,227

Non-cash Financing Activities:
Reduction of deferred underwriter’s discount	$	431,250		$	—
Accretion of carrying value to redemption value	$	588,164		$	787,750
Excise tax accrual on redemption of Class A common stock	$	—		$	514,469

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ACRI CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

Note 1 — Organization and Business Operation

Acri Capital Acquisition Corporation (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on January 7, 2022. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has entered into agreement with Merger target. The Company has selected December 31 as its fiscal year end.

On November 13, 2023, the Company incorporated Acri Capital Merger Sub I Inc, (“Purchaser” or “Pubco”), and Acri Capital Merger Sub II Inc, (“Merger Sub”), each a Delaware corporation and wholly owned subsidiary of the Company. As of March 31, 2024, there has been no activity in Merger Sub I and Merger Sub II.

As of March 31, 2024 and December 31, 2023, the Company had not commenced any operations. For the three months ended March 31, 2024 and 2023, the Company’s efforts have been limited to organizational activities as well as activities related to the initial public offering (the “IPO”). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the IPO.

The registration statement for the Company’s IPO became effective on June 9, 2022. On June 14, 2022, the Company consummated the IPO of 8,625,000 units (the “Units”) (including 1,125,000 Units issued upon the full exercise of the over-allotment option). Each Unit consists of one share of Class A common stock, $0.0001 par value per share (the “Public Shares”), and one-half of one redeemable warrant (the “Public Warrants”), each whole Warrant entitling the holder thereof to purchase one share of Class A common stock (the “Class A common stock”) at an exercise price of $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $86,250,000 on June 14, 2022.

Substantially concurrently with the closing of the IPO, the Company completed the sale of 5,240,000 private placement warrants (the “Private Warrants”, together with the Public Warrants, the “Warrants”) to the Company’s sponsor, Acri Capital Sponsor LLC (the “Sponsor”) at a purchase price of $1.00 per Private Warrant, generating gross proceeds to the Company of $5,240,000. The Private Warrants are identical to the Public Warrants except that the Private Warrants (including the Class A common stock issuable upon exercise of the Private Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination except to permitted transferees.

Transaction costs amounted to $4,838,883, consisting of $4,312,500 of underwriting fees and $526,383 of other offering costs. Following the closing of IPO, cash of $1,283,357 was held outside of the Trust Account (as defined below) and is available for working capital purposes.

The Company’s initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting discounts and commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for the post-transaction company not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully.

ACRI CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

Note 1 — Organization and Business Operation (cont.)

Following the closing of the IPO, $87,975,000 ($10.20 per Unit) from the proceeds of the sale of the Units and the Private Warrants, was held into a U.S.-based trust account (the “Trust Account”) with Wilmington Trust, National Association, acting as trustee. The funds held in the Trust Account will be invested only in U.S. government treasury bills, bonds or notes with a maturity of 185 days or less, or in money market funds meeting the applicable conditions of Rule 2a-7 promulgated under the Investment Company Act which invest solely in direct U.S. government treasury, so that the Company are not deemed to be an investment company under the Investment Company Act. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay the Company’s tax obligation, the proceeds from the IPO and the sale of the Private Warrants that are deposited and held in the Trust Account will not be released from the Trust Account until the earliest to occur of (a) the completion of the initial Business Combination, (b) the redemption of any shares of Class A common stock included in the Units sold in the IPO properly submitted in connection with a stockholder vote to amend then current amended and restated Company’s certificate of incorporation (i) to modify the substance or timing of its obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s Public Shares if it does not complete the initial Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (c) the redemption of 100% of the Company’s Public Shares if it is unable to complete the Business Combination within the Combination Period, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors which could have higher priority than the claims of the Company’s public stockholders. If the Company anticipate that it may not be able to consummate its initial Business Combination by March 14, 2023 (within nine (9) months from the consummation of the IPO), it may extend the period of time to consummate a Business Combination up to nine (9) times by an additional one month each time for a total of up to 9 months, affording the Company up to December 14, 2023 (up to eighteen (18) months from the consummation of the IPO) to complete its initial Business Combination. Public stockholders will not be offered the opportunity to vote on or redeem their shares if the Company chooses to make any such paid extension. Pursuant to the terms of the Company’s amended and restated certificate of incorporation and the trust agreement entered into between the Company and Wilmington Trust, National Association acting as trustee, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account for each month extension $287,212 ($0.0333 per share), on or prior to the date of the applicable deadline. Any such payments would be made in the form of a loan. If the Company complete its initial Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account. In addition, such extension funding loans may be convertible into Private Warrants upon the closing of the Company’s initial Business Combination at $1.00 per warrant at the option of the lender.

On February 8, 2023, the Company held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the stockholders of the Company approved the proposal to amend Company’s amended and restated certificate of incorporation (“Charter”) to amend the amount of monthly deposit (each, a “Monthly Extension Payment”) required to be deposited in the trust account (the “Trust Account”) from $0.0333 for each public share to $0.0625 for each public share for up to nine (9) times if the Company has not consummated its initial Business Combination by March 14, 2023 (the nine (9) month anniversary of the closing of its initial public offering) (the “Extension Amendment Proposal”). Upon the stockholders’ approval, on February 9, 2023, the Company filed a certificate of amendment to the Charter which became effective upon filing.

In connection with the votes to approve the Extension Amendment Proposal, 4,981,306 shares of Class A common stock of the Company were redeemed at $10.33 per share in March 2023.

Following the Special Meeting, the Sponsor deposited four monthly payments into the Trust Account to extend the Business Combination deadline to July 14, 2023 of $227,730.87 for a total of $910,923.48. In connection with each of the Monthly Extension Payment, the Company issued an unsecured promissory note of $227,730.87 (the “Note”) to its Sponsor. The Note is non-interest bearing and payable (subject to the waiver against trust provisions) on the earlier of (i) consummation of the Company’s initial Business Combination and (ii) the date of the liquidation of the Company. The principal balance may be prepaid at any time, at the election of the Company. The holder of the Note has the right, but not the obligation, to convert the Note, in whole or in part, respectively, into private placement warrants (the “Warrants”) of the Company, as described in the prospectus of the Company (File Number 333-263477) (the “Prospectus”), by providing the Company with written notice of its intention to convert the Note at least two business days prior to the closing of the Company’s initial Business Combination. The number of Warrants to be received by the holder in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the holder, by (y) $1.00.

ACRI CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

Note 1 — Organization and Business Operation (cont.)

On July 11 2023, the Company held another special meeting of stockholders (the “Special Meeting II”), at which the stockholders of the Company approved, among others, the proposal to amend the Charter to allow the Company until July 14, 2023 to consummate an initial Business Combination, and, without another stockholder vote, to elect to extend Business Combination deadline on a monthly basis for up to nine (9) times, up to April 14, 2024, by depositing $75,000 into the Trust Account. Upon the stockholders’ approval, on July 12, 2023, the Company filed a certificate of amendment to the Charter which became effective upon filing (the Charter upon the amendment, the “Second Amended Charter”). In connection with the Special Meeting II, 388,644 shares of Class A common stock of the Company were redeemed and cancelled.

In connection with the Special Meeting II, the stockholders also approved the proposal to amend the Charter to remove the restriction of Company to undertake an initial Business Combination with any entity with its principal business operations or is headquartered in China (including Hong Kong and Macau).

Pursuant to the Second Amended Charter, the Company may extend the Business Combination deadline on monthly basis from July 14, 2023 to up to nine times by depositing $75,000 each month into the Trust Account. As of March 31, 2024, the Sponsor deposited nine monthly payments into the Trust Account to extend the Business Combination deadline to April 14, 2024 of $75,000 for a total of $675,000.

On February 18, 2024, the Company entered into a business combination agreement (as amended from time to time, the “BCA”), by and among the Company, Purchaser, Merger Sub and Foxx Development Inc., a Texas corporation (“Foxx”), where, pursuant to the agreement: (a) the Company will merge with and into PubCo, with PubCo as the surviving entity (the “Reincorporation Merger”); (b) Foxx will merge with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of PubCo (the “Acquisition Merger”).

Total outstanding notes related to extension amounted to $1,585,923 as of March 31, 2024.

The shares of Class A common stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with the Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will consummate a Business Combination and, solely if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company may elect to extend Business Combination deadline on a monthly basis for up to nine (9) times, up to April 14, 2024, by depositing $75,000 into the Trust Account each time (the “Combination Period”).

If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes (less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect to the Company’s Warrants, which will expire worthless if the Company fails to complete the Business Combination within the Combination Period. The Sponsor, directors and officers of the Company (the “founders”) have entered into a letter agreement with the Company, pursuant to which they have agreed (i) to waive their redemption rights with respect to any Founder Shares (as defined in Note 5) and any Public Shares held by them in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete its initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period. If the Company submits it initial Business Combination to its stockholders for a vote, the Company will complete its initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial Business Combination. In no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of Public Shares and the related Business Combination, and instead may search for an alternate Business Combination.

ACRI CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

Note 1 — Organization and Business Operation (cont.)

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.20 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act (as defined in Note 2). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Company’s Sponsor will not be responsible to the extent of any liability for such third party claims.

However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy their indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. None of the officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Liquidity and Going Concern

As of March 31, 2024, the Company had cash of $89,955 and a working capital deficit of $2,515,342 (excluding income taxes payable which are to be paid from Trust). The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with the FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The management’s plan in addressing this uncertainty is through the working capital loans (see Note 6).

In addition, under the Company’s Second Amended Charter provides that the Company will need to complete initial Business Combination by July 14, 2023, which may be extended up to nine (9) times by an additional one month each time until April 14, 2024. On April 9, 2024, the Company held a special meeting of stockholders, at which the stockholders of the Company approved, among others, the proposal to amend the Amended and Restated Investment Management Trust Agreement, dated June 9, 2022, as amended on July 12, 2023, by and between the Company and Wilmington Trust, National Association, acting as trustee, to extend the liquidation date from July 14, 2023 to April 14, 2024, or, if further extended by up to nine (9) one-month extensions, up to January 14, 2025. As of the date of the report, the Company has extended to June 14, 2024 by depositing two extension payments. If the Company is unable to complete a Business Combination within the Combination Period, the Company may seek approval from its stockholders holding no less than 65% or more of the votes to approve to extend the completion period, If the Company fails to obtain approval from the stockholders for such extension or the Company does not seek such extension, the Company will cease all operations.

ACRI CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

Note 1 — Organization and Business Operation (cont.)

There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period and that the Company will obtain enough votes to extend the Combination Period. As a result, management has determined that such additional condition also raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Note 2 — Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC, and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results. Interim results are not necessarily indicative of results to be expected for any other interim period or for the full year.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

ACRI CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

Note 2 — Significant Accounting Policies (cont.)

Cash

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $89,955 and $54,289 cash in bank as of March 31, 2024 and December 31, 2023, respectively.

Investments held in Trust Account

At March 31, 2024 and December 31, 2023, we had $37,373,688 and $36,672,846 of the assets held in the Trust Account were held in money market funds, which are invested in short term U.S. Treasury securities.

All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are accounted as interest income in the statement of operations.

Fair Value of Financial Instruments

ASC Topic 820 “Fair Value Measurements and Disclosures” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC Topic 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances.

The fair value hierarchy is categorized into three levels based on the inputs as follows:

●

Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

●

Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

●

Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Warrants

The Company accounts for Warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Warrants meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company’s own shares of Class A common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the Warrants are outstanding.

ACRI CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

Note 2 — Significant Accounting Policies (cont.)

For issued or modified Warrants that meet all of the criteria for equity classification, the Warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified Warrants that do not meet all the criteria for equity classification, the Warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the Warrants are recognized as a non-cash gain or loss on the statements of operations.

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2024, common stock subject to possible redemption are presented at redemption value of $11.30 per share as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero.

Offering Costs

Net Income (Loss) Per Share

The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable common stock and non-redeemable common stock and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable common stock. Any remeasurement of the accretion to redemption value of the common stock subject to possible redemption was considered to be dividends paid to the public stockholders. As of March 31, 2024 and December 31, 2023, the Company has not considered the effect of the Warrants sold in the IPO and private placement in the calculation of diluted net income (loss) per share, since the exercise of the Warrants is contingent upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented.

ACRI CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

Note 2 — Significant Accounting Policies (cont.)

The net income (loss) per share presented in the statement of operations is based on the following:

	For the Three Months Ended March 31, 2024			For the Three Months Ended March 31, 2023
Net income	$	102,649		$	363,658
Accretion of carrying value to redemption value		(588,164	)		(787,750	)
Net loss including accretion of carrying value to redemption value	$	(485,515	)	$	(424,092	)

	For the Three Months Ended March 31, 2024						For Three Months Ended March 31, 2023
	Redeemable Common Stock			Non- Redeemable Common Stock			Redeemable Common Stock			Non- Redeemable Common Stock
Basic and diluted net income/(loss) per share:
Numerators:
Allocation of net loss including carrying value to redemption value	$	(292,051	)	$	(193,464	)	$	(318,429	)	$	(105,663	)
Accretion of carrying value to redemption value		588,164			—			787,750			—
Allocation of net income (loss)	$	296,113		$	(193,464	)	$	469,321		$	(105,663	)
Denominators:
Weighted-average shares outstanding		3,255,050			2,156,250			6,498,150			2,156,250
Basic and diluted net income (loss) per share	$	0.09		$	(0.09	)	$	0.07		$	(0.05	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. As of March 31, 2024, approximately $37.2 million was over the Federal Deposit Insurance Corporation (FDIC) limit.

Income Taxes

The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefit and no amounts accrued for interest and penalties as of March 31, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

ACRI CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

Note 2 — Significant Accounting Policies (cont.)

The Company has identified the United States as its only major tax jurisdiction.

The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Excise Tax

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (H.R. 5376) (the “IRA”), which, among other things, imposes a 1% excise tax on any domestic corporation that repurchases its stock after December 31, 2022 (the “Excise Tax”). The Excise Tax is imposed on the fair market value of the repurchased stock, with certain exceptions.

The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

As a result of the 5,369,950 shares of Class A common stock redeemed in February, 2023 and July, 2023, the Company accrued the 1% excise tax in the amount of $556,620 as a reduction of equity as the Company is uncertain about the structure of its initial Business Combination and whether additional shares will be issued within the same taxable year.

Recent Accounting Pronouncements

In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. The Company evaluated the potential impact of adopting this new guidance on its unaudited consolidated financial statements and related disclosures and believe that the adoption of this ASU did not have a material effect on the Company’s financial statements.

ACRI CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

Note 3 — Investments Held in Trust Account

As of March 31, 2024 and December 31, 2023, assets held in the Trust Account were comprised of $37,373,688 and $36,672,846 in money market funds which are invested in U.S. Treasury Securities. Interest income for the three months ended March 31, 2024 and 2023 amounted to $475,842 and $706,680 , respectively.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	Level		March 31, 2024
Assets:
Trust Account – U.S. Treasury Securities Money Market Fund		1	$	37,373,688

Description	Level		December 31, 2023
Assets:
Trust Account – U.S. Treasury Securities Money Market Fund		1	$	36,672,846

Note 4 — Initial Public Offering

Pursuant to the IPO, the Company sold 8,625,000 Units including 1,125,000 Units issued upon the full exercise of the over-allotment option. Each Unit has an offering price of $10.00 and consists of one share of the Company’s Class A Common Stock and one-half of one redeemable Public Warrants. The Company will not issue fractional shares. As a result, the Public Warrants must be exercised in multiples of two. Each whole redeemable Public Warrant entitles the holder thereof to purchase one share Class A Common Stock at a price of $11.50 per full share. The Public Warrants will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 12 months from the closing of the IPO, and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation.

All of the 8,625,000 Public Shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation, or in connection with the Company’s liquidation. In accordance with the Securities and Exchange Commission (the “SEC”) and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity.

The Company’s redeemable common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

ACRI CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

Note 4 — Initial Public Offering (cont.)

As of March 31, 2024 and December 31, 2023, the common stock reflected on the balance sheet are reconciled in the following table.

	As of March 31, 2024			As of December 31, 2023
Gross proceeds	$	86,250,000		$	86,250,000
Less:
Proceeds allocated to Public Warrants		(1,349,813	)		(1,349,813	)
Offering costs of Public Shares		(4,838,883	)		(4,838,883	)
Redemption		(55,662,019	)		(55,662,019	)
Plus:
Accretion of carrying value to redemption value		12,387,741			11,799,577
Common stock subject to possible redemption	$	36,787,026		$	36,198,862

Note 5 — Private Placement

Substantially concurrently with the closing of the IPO on June 14, 2022, the Company completed the sale of 5,240,000 Private Warrants to the Sponsor at a purchase price of $1.00 per Private Warrant, generating gross proceeds to the Company of $5,240,000. Private Warrants are identical to the Public Warrants included in the Units sold in this IPO except that the Private Warrants (including the Class A common stock issuable upon exercise of the Private Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination except to permitted transferees.

Note 6 — Related Party Transactions

Founder Shares

On February 4, 2022, the Sponsor acquired 2,156,250 Class B common stock (“Founder Shares”) of for an aggregate purchase price of $25,000, or approximately $0.01 per share. As of March 31, 2024 and December 31, 2023, there were 2,156,250 Founder Shares issued and outstanding.

The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20% of the number of Class A common stock and Class B common stock issued and outstanding upon completion of the IPO.

The Founder Shares are identical to the Public Shares. However, the founders have agreed (A) to vote their Founder Shares in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, prior to and unrelated to an initial Business Combination, an amendment to the Company’s certificate of incorporation that would affect the substance or timing of the Company’s redemption obligation to redeem all Public Shares if the Company cannot complete an initial Business Combination within the Combination Period, unless the Company provides public stockholders an opportunity to redeem their Public Shares in conjunction with any such amendment, (C) not to redeem any shares, including Founder Shares and Public Shares into the right to receive cash from the Trust Account in connection with a stockholder vote to approve the Company’s proposed initial Business Combination or sell any shares to us in any tender offer in connection with the Company’s proposed initial Business Combination, and (D) that the Founder Shares shall not participate in any liquidating distribution upon winding up if a Business Combination is not consummated.

The founder has agreed not to transfer, assign or sell its Founder Shares until the earlier to occur of: (A) six months after the completion of the Company’s initial Business Combination, or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property, and (C) the date on which the last reported sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination, any permitted transferees will be subject to the same restrictions and other agreements of the Company’s founders with respect to any Founder Shares.

ACRI CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

Note 6 — Related Party Transactions (cont.)

Promissory Note — Related Party

On January 20, 2022, the Sponsor has agreed to loan the Company up to $500,000 to be used for a portion of the expenses of the IPO. This loan is non-interest bearing, unsecured and is due at the earlier of (1) January 20, 2023 or (2) the date on which the Company consummates its IPO of its securities. The Company has an outstanding loan balance of $316,827 on June 14, 2022 after the IPO and the outstanding balance was repaid on June 21, 2022.

In connection with the Monthly Extension Payment discussed in Note 1, the Company issued four unsecured promissory notes of $227,730.87 and nine unsecured promissory notes of $75,000 to its Sponsor. The notes are non-interest bearing and payable (subject to the waiver against trust provisions) on the earlier of (i) consummation of the Company’s initial Business Combination and (ii) the date of the liquidation of the Company. The principal balance may be prepaid at any time, at the election of the Company. The holder of the Note has the right, but not the obligation, to convert the Note, in whole or in part, respectively, into Warrants, as described in the Prospectus, by providing the Company with written notice of its intention to convert the Note at least two business days prior to the closing of the Company’s initial Business Combination. The number of Warrants to be received by the holder in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the holder, by (y) $1.00. Total extension notes amounted to $1,585,923 and $1,360,924 as of March 31, 2024 and December 31, 2023, respectively.

On December 5, 2023, the Sponsor has agreed to loan the Company up to $500,000 to be used as working capital of the Company. This loan is non-interest bearing, unsecured and is due at the earlier of (1) the date on which the Company consummates a Business Combination or merger with a qualified target company or (2) the date of liquidation of the Company and have the same conversion features as the extension notes mentioned above. The Company has an outstanding loan balance of $491,645 and $70,823 as of March 31, 2024 and December 31, 2023, respectively.

Balance of Promissory Notes — related party amounted to $2,077,568 and $1,431,747 on March 31, 2024 and December 31, 2023, respectively.

Related Party Loans

In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor, or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes the initial Business Combination, it would repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $3,000,000 of such loans may be converted upon consummation of the Company’s Business Combination into Warrants at a price of $1.00 per warrant. If the Company does not complete a Business Combination, the loans would be repaid out of funds not held in the Trust Account, and only to the extent available. Such Private Warrant converted from loan would be identical to the Private Warrants sold in the private placement.

As of March 31, 2024 and December 31, 2023, the Company had no borrowings under the working capital loans.

ACRI CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

Note 6 — Related Party Transactions (cont.)

Administrative Services Fees

The Company has agreed, commencing on the effective date of the Prospectus, to pay the Sponsor the monthly fee of an aggregate of $10,000 for office space, administrative and shared personnel support services. This arrangement will terminate upon the earlier of (a) completion of a Business Combination or (b) twelve months after the completion of the IPO. Administrative service fee expenses for the three months ended March 31, 2024 and 2023 amounted to nil and $30,000, respectively. Accrued services fees amounted to $3,000 and $3,000 as of March 31, 2024 and December 31, 2023, respectively.

Note 7 — Commitments & Contingencies

Registration Rights

The holders of the Founder Shares and Private Warrants and Warrants issuable upon the conversion of certain working capital loans will be entitled to registration rights pursuant to a registration rights agreement signed on June 9, 2022 requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the Company’s initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters of the IPO (the “underwriters”) exercised the option to purchase an additional 1,125,000 Units in the IPO.

The Company paid an underwriting discount of 2.0% of the gross proceeds of the IPO, or $1,725,000 to the underwriters at the closing of the IPO. In addition, the underwriters will be entitled to a deferred fee of 3.0% of the gross proceeds of the IPO, or $2,587,500 until the closing of the Business Combination.

On February 23, 2024, the Company” entered into certain Amendment (the “UA Amendment”) to the Underwriting Agreement, dated June 9, 2022 with the underwriters. Pursuant to the terms of the UA Amendment, the underwriters and the Company have agreed to amend the Underwriting Agreement to replace the existing deferred underwriting fee under the Underwriting Agreement from $2,587,500 payable in cash at the closing of a Business Combination, to (x) $1,725,000 payable in cash and (y) 43,125 shares of common stock of PubCo. to be issued, at the closing of the Business Combination. Deferred underwriting fee was reduced by $431,250. As of March 31, 2024 and December 31, 2023, deferred underwriting fee was $2,156,250 and $2,587,500, respectively.

Right of First Refusal

For a period of twelve (12) months from the closing of a Business Combination the Company shall give underwriter a right of first refusal to act as lead left bookrunner and lead left manager and/or lead left placement agent with at least seventy-five percent (75%) of the economics for a two-handed deal and thirty-five percent (35%) of the economics for a three-handed deal for any and all future public and private equity and debt offerings during such period by the Company or any successor to or any subsidiary of the Company. It is understood that if, during the twelve (12) month period following the consummation of a successful financing, a third party broker-dealer provides the Company with written terms with respect to a future securities offering (“Written Offering Terms”) that the Company desires to accept, the Company shall promptly present the Written Offering Terms to EF Hutton, division of Benchmark Investments LLC (“EF Hutton”), the representative of the underwriters of the IPO. EF Hutton shall have five (5) business days from its receipt of the Written Offering Terms in which to determine whether or not to accept such offer and, if EF Hutton declines such offer or fail to respond within such five (5) day period, then the Company shall have the right to proceed with such financing with another placement agent or underwriter upon the same terms and conditions as the Written Offering Terms.

ACRI CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

Note 8 — Stockholders’ Deficit

Preferred Stock — The Company is authorized to issue 500,000 shares of preferred stock, $0.0001 par value, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2024 and December 31, 2023, there were no preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue 20,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of March 31, 2024 and December 31, 2023, there were no shares of Class A common stock issued or outstanding, excluding 3,255,050 shares of Class A common stock subject to possible redemption.

Class B Common Stock — The Company is authorized to issue 2,500,000 shares of Class B common stock with a par value of $0.0001 per share. As of March 31, 2024 and December 31, 2023, the Company had 2,156,250 shares of Class B common stock issued and outstanding.

Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law.

The Class B common stock will automatically convert into shares of the Class A common stock at the time of the Business Combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution right.

Warrants — On June 14, 2022, the Company issued 4,312,500 Public Warrants in connection with the IPO. Substantially concurrently with the closing of the IPO, the Company completed the private sale of 5,240,000 Private Warrants to the Company’s Sponsor.

Each whole Warrant entitles the registered holder to purchase one whole share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of the IPO or the date of the completion of the Business Combination. Pursuant to the warrant agreement (the “warrant agreement”) signed on June 9, 2022 between the Company and VStock Transfer, LLC, the warrant agent of the Company, a warrant holder may exercise its Warrants only for a whole number of shares of Class A common stock. This means that only a whole Warrant may be exercised at any given time by a warrant holder. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Warrants will expire five years after the completion of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

The Company has agreed that as soon as practicable, but in no event later than 30 business days, after the closing of the Business Combination, it will use its reasonable best efforts to file, and within 60 business days following the Business Combination to have declared effective, a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Warrants. The Company will use its reasonable best efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of the warrant agreement. No Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the Class A common stock issuable upon exercise of the Warrants and a current prospectus relating to such shares of common stock. Notwithstanding the above, if the Company’s Class A common stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event it so elect, it will not be required to file or maintain in effect a registration statement, but it will be required to use its reasonable best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the Business Combination at an issue price or effective issue price (the “Newly Issued Price”) of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s founders or their affiliates, without taking into account any founders’ shares held by the Company’s founders or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of the Business Combination (net of redemptions), and (z) the volume weighted average reported trading price of Class A Common Stock for the twenty (20) trading days starting on the trading day prior to the date of the consummation of the Business Combination (the “Fair Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Fair Market Value and the Newly Issued Price, and the $16.50 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 165% of the higher of the Fair Market Value and the Newly Issued Price.

ACRI CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

Note 8 — Stockholders’ Deficit (cont.)

The Company may call the Warrants for redemption, in whole and not in part, at a price of $0.01 per Warrant:

●

in whole and not in part;

●

upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each Warrant holder; and

●

if, and only if, the reported last sale price of the Class A common stock equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.

The Company accounted for the 4,312,500 Public Warrants issued with the IPO as equity instruments in accordance with ASC 480, “Distinguishing Liabilities from Equity” and ASC 815-40, “Derivatives and Hedging: Contracts in Entity’s Own Equity”. The Company accounted for the Public Warrants as an expense of the IPO resulting in a charge directly to stockholders’ equity. The Company estimates that the fair value of the warrants is approximately $1.4 million, or $0.157 per Unit, using the Monte Carlo Model. The fair value of the Public Warrants is estimated as of the date of grant using the following assumptions: (1) expected volatility of 0.1%, (2) risk-free interest rate of 3.08%, (3) expected life of 6.18 years, (4) exercise price of $11.50 and (5) stock price of $9.84.

As of March 31, 2024 and December 31, 2023, 9,552,500 Warrants were outstanding.

Note 9 — Income Taxes

As of March 31, 2024 and December 31, 2023, the Company’s deferred tax asset had a full valuation allowance recorded against it. The effective tax rate for the three months ended March 31, 2024 and 2023 were 48.5% and 28.7%, respectively. The effective tax rate differs from the federal and state statutory tax rate of 21.0 % primarily due to the valuation allowance on the deferred tax assets.

Note 10 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date the financial statement is issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement other than events below.

On April 9, 2024, the Company held a special meeting of stockholders (the “Special Meeting III”). At the Special Meeting III, the stockholders of the Company approved, among others, the proposal to amend Company’s amended and restated certificate of incorporation to allow the Company until April 14, 2024 to consummate an initial business combination, and, without another stockholder vote, to elect to extend the date by which the Company must consummate a business combination on a monthly basis for up to nine (9) times, up to January 14, 2025, by depositing the lesser of (i) $50,000 and (ii) $0.033 for each public share to the Trust Account. Upon the stockholders’ approval, on April 10, 2024, the Company filed a certificate of amendment to the Charter which became effective upon filing (the Charter upon the amendment, the “Third Amended Charter”). In connection with the votes to approve the New Extension Amendment Proposal, 1,439,666 shares of Class A common stock of the Company were rendered for redemption.

Following the Special Meeting III, and as of date of this report, pursuant to the Third Amended Charter, the Sponsor deposited two monthly extension payment of $50,000 (each, a “New Monthly Extension Payment”) into the Trust Account to extend the Combination Deadline to June 14, 2024. The two New Monthly Extension Payment were evidenced by two promissory notes issued by the Company to the Sponsor, each in the principal amount of $50,000.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of
Acri Capital Acquisition Corporation

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Acri Capital Acquisition Corporation (the “Company”) as of December 31, 2023 and 2022, the related statements of operations, changes in stockholders’ deficit and cash flows for each of the year ended December 31, 2023 and the period from January 7, 2022 (inception) through December 31, 2022 in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the year ended December 31, 2023 and period from January 7, 2022 (inception) through December 31, 2022 in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph — Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. In addition, if the Company does not consummate an initial business combination by April 14, 2024, there will be a mandatory liquidation and subsequent dissolution of the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

/s/ Marcum llp

Marcum llp

We have served as the Company’s auditor since 2022 (such date takes into account the acquisition of certain assets of Friedman LLP by Marcum LLP effective September 1, 2022).

Marlton, New Jersey
March 22, 2024

ACRI CAPITAL ACQUISITION CORPORATION
CONSOLIDATED BALANCE SHEETS

	December 31, 2023			December 31, 2022
Assets
Cash	$	54,289		$	547,478
Prepaid expenses		5,791			159,952
Total Current Assets		60,080			707,430

Investments held in Trust Account		36,672,846			89,140,977
Total Assets	$	36,732,926		$	89,848,407

Liabilities, Temporary Equity, and Stockholders’ Deficit
Accrued expenses	$	122,007		$	76,931
Franchise tax payable		37,905			56,361
Income tax payable		402,142			173,680
Excise tax payable		556,620			—
Promissory notes – related party		1,431,747			—
Total Current Liabilities		2,550,421			306,972

Deferred tax liability		33,937			60,594
Deferred underwriter’s discount		2,587,500			2,587,500
Total Liabilities		5,171,858			2,955,066

Commitments and Contingencies

Common stock subject to possible redemption, 3,255,050 shares and 8,625,000 shares at redemption value of $11.12 and $10.30 per share as of December 31, 2023 and December 31, 2022		36,198,862			88,850,342

Stockholders’ Deficit:
Preferred stock, $0.0001 par value, 500,000 shares authorized, none issued and outstanding		—			—
Class A common stock, $0.0001 par value, 20,000,000 shares authorized, none issued and outstanding (excluding 3,255,050 shares subject to possible redemption as of December 31, 2023 and December 31, 2022)		—			—
Class B common stock, $0.0001 par value, 2,500,000 shares authorized, 2,156,250 shares issued and outstanding		216			216
Additional paid-in capital		—			—
Accumulated deficit		(4,638,010	)		(1,957,217	)
Total Stockholders’ Deficit		(4,637,794	)		(1,957,001	)

Total Liabilities, Temporary Equity, and Stockholders’ Deficit	$	36,732,926		$	89,848,407

The accompanying notes are an integral part of these consolidated financial statements.

ACRI CAPITAL ACQUISITION CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS

	For the year ended December 31, 2023			For the Period from January 7, 2022 (inception) through December 31, 2022
Formation and operating costs	$	736,593		$	658,118
Franchise tax expenses		64,564			56,361
Loss from Operations		(801,157	)		(714,479	)

Other income
Interest earned on investment held in Trust Account		2,118,942			1,165,977
Income before income taxes		1,317,785			451,498
Income taxes provision		431,419			234,274

Net income	$	886,366		$	217,224

Basic and diluted weighted average shares outstanding, common stock subject to possible redemption		4,170,218			4,818,436
Basic and diluted net income per share, common stock subject to possible redemption	$	0.39		$	0.57
Basic and diluted weighted average shares outstanding, common stock attributable to Acri Capital Acquisition Corporation		2,156,250			2,032,123
Basic and diluted net loss per share, common stock attributable to Acri Capital Acquisition Corporation	$	(0.34	)	$	(1.25	)

The accompanying notes are an integral part of these consolidated financial statements.

ACRI CAPITAL ACQUISITION CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

					Common Stock								Additional					Total
	Preferred Stock				Class A				Class B				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance as of December 31, 2022		—	$	—		—	$	—		2,156,250	$	216	$	—	$	(1,957,217	)	$	(1,957,001	)
Accretion of carrying value to redemption value		—		—		—		—		—		—		—		(3,010,539	)		(3,010,539	)
Excise tax accrual		—		—		—		—		—		—		—		(556,620	)		(556,620	)
Net income		—		—		—		—		—		—		—		886,366			886,366
Balance as of December 31, 2023		—	$	—		—	$	—		2,156,250	$	216	$	—	$	(4,638,010	)	$	(4,637,794	)

					Common Stock										Additional						Total
	Preferred Stock				Class A						Class B				Paid-in			Accumulated			Stockholders’
	Shares		Amount		Shares			Amount			Shares		Amount		Capital			Deficit			Deficit
Balance as of January 7, 2022 (inception)		—	$	—		—		$	—			—	$	—	$	—		$	—		$	—
Founder shares issued to initial stockholder		—		—		—			—			2,156,250		216		24,784			—			25,000
Sale of public units through public offering		—		—		8,625,000			863			—		—		86,249,137			—			86,250,000
Sale of private placement warrants		—		—		—			—			—		—		5,240,000			—			5,240,000
Underwriters’ discount		—		—		—			—			—		—		(4,312,500	)		—			(4,312,500	)
Other offering expenses		—		—		—			—			—		—		(526,383	)		—			(526,383	)
Reclassification of common stock subject to redemption		—		—		(8,625,000	)		(863	)		—		—		(84,899,324	)		—			(84,900,187	)
Allocation of offering costs to common stock subject to redemption		—		—		—			—			—		—		4,838,883			—			4,838,883
Accretion of carrying value to redemption value		—		—		—			—			—		—		(6,614,597	)		(2,174,441	)		(8,789,038	)
Net income		—		—		—			—			—		—		—			217,224			217,224
Balance as of December 31, 2022		—	$	—		—		$	—			2,156,250	$	216	$	—		$	(1,957,217	)	$	(1,957,001	)

The accompanying notes are an integral part of these consolidated financial statements.

ACRI CAPITAL ACQUISITION CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the year ended December 31, 2023			For the Period from January 7, 2022 (inception) through December 31, 2022
Cash Flows from Operating Activities:
Net Income	$	886,366			217,224
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on investment held in Trust Account		(2,118,942	)		(1,165,977	)
Deferred taxes		(26,657	)		60,594
Changes in operating assets and liabilities:
Prepaid expenses		154,161			(159,952	)
Accrued expenses		45,076			76,931
Franchise tax payable		(18,456	)		56,361
Income taxes payable		228,462			173,680
Net Cash Used in Operating Activities		(849,990	)		(741,139	)

Cash Flows from Investing Activities:
Purchase of investment held in trust account		(1,360,924	)		(87,975,000	)
Sale of investment held in trust account		55,947,997			—
Net Cash Provided by (Used in) Investing Activities		54,587,073			(87,975,000	)

Cash Flows from Financing Activities:
Proceeds from issuance of founder shares		—			25,000
Proceeds from promissory notes to related party		1,431,747			316,827
Repayment of promissory notes to related party		—			(316,827	)
Proceeds from public offering		—			86,250,000
Proceeds from private placement		—			5,240,000
Payment of underwriter discount		—			(1,725,000	)
Payment of deferred offering costs		—			(526,383	)
Redemption of Class A Common Stock		(55,662,019	)		—
Net Cash (Used in) Provided by Financing Activities		(54,230,272	)		89,263,617

Net Change in Cash		(493,189	)		547,478

Cash, beginning of year		547,478			—
Cash, end of year	$	54,289			547,478

Supplemental Disclosure of Cash Flow Information:
Cash paid for income taxes	$	229,615		$	—
Cash paid for interest	$	—		$	—

Non-cash financing activities:
Deferred underwriters’ marketing fees	$	—		$	2,587,500
Change in value of common stock subject to redemption	$	—		$	84,900,187
Allocation of offering costs to common stock subject to redemption	$	—		$	4,838,883
Accretion of carrying value to redemption value	$	3,010,539		$	8,789,038
Excise tax accrual	$	556,620		$	—

The accompanying notes are an integral part of these consolidated financial statements.

ACRI CAPITAL ACQUISITION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023

Note 1 — Organization and Business Operation

Acri Capital Acquisition Corporation (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on January 7, 2022. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is actively searching and identifying suitable Business Combination target. The company is not limited to a particular industry or geographic region for purposes of consummating an initial Business Combination. The Company has selected December 31 as its fiscal year end.

On November 13, 2023, the Company incorporated Acri Capital Merger Sub I Inc, (“Merger Sub I”), and Acri Capital Merger Sub II Inc, (“Merger Sub II”), each a Delaware corporation and wholly owned subsidiary of the Company. As of December 31, 2023, there has been no activity in Merger Sub I and Merger Sub II.

As of December 31, 2023 and December 31, 2022, the Company had not commenced any operations. For the year ended December 31, 2023 and the period from January 7, 2022 (inception) through December 31, 2022, the Company’s efforts have been limited to organizational activities as well as activities related to the initial public offering (the “IPO”). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the IPO.

ACRI CAPITAL ACQUISITION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023

Note 1 — Organization and Business Operation (cont.)

On February 8, 2023, the Company held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the stockholders of the Company approved the proposal to amend Company’s amended and restated certificate of incorporation (“Charter”) to amend the amount of monthly deposit (each, a “Monthly Extension Payment”) required to be deposited in the trust account (the “Trust Account”) from $0.0333 for each public share to $0.0625 for each public share for up to nine (9) times if the Company has not consummated its initial business combination by March 14, 2023 (the nine (9) month anniversary of the closing of its initial public offering) (the “Extension Amendment Proposal”). Upon the stockholders’ approval, on February 9, 2023, the Company filed a certificate of amendment to the Charter which became effective upon filing.

In connection with the votes to approve the Extension Amendment Proposal, 4,981,306 shares of Class A common stock of the Company were redeemed at $10.33 per share in March 2023.

Following the Special Meeting, the Sponsor deposited four monthly payments to the Trust Account to extend the Business Combination deadline to July 14, 2023 of $227,730.87 for a total of $910,923.48. In connection with each of the Monthly Extension Payment, the Company issued an unsecured promissory note of $227,730.87 (the “Note”) to its Sponsor. The Note is non-interest bearing and payable (subject to the waiver against trust provisions) on the earlier of (i) consummation of the Company’s initial business combination and (ii) the date of the liquidation of the Company. The principal balance may be prepaid at any time, at the election of the Company. The holder of the Note has the right, but not the obligation, to convert the Note, in whole or in part, respectively, into private placement warrants (the “Warrants”) of the Company, as described in the prospectus of the Company (File Number 333-263477), by providing the Company with written notice of its intention to convert the Note at least two business days prior to the closing of the Company’s initial business combination. The number of Warrants to be received by the holder in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the holder, by (y) $1.00.

ACRI CAPITAL ACQUISITION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023

Note 1 — Organization and Business Operation (cont.)

On July 11, 2023, the Company held another special meeting of stockholders (the “Special Meeting II”), at which the stockholders of the Company approved, among others, the proposal to amend the Charter to allow the Company until July 14, 2023 to consummate an initial business combination, and, without another stockholder vote, to elect to extend Business Combination deadline on a monthly basis for up to nine (9) times, up to April 14, 2024, by depositing $75,000 to the Trust Account. Upon the stockholders’ approval, on July 12, 2023, the Company filed a certificate of amendment to the Charter which became effective upon filing (the Charter upon the amendment, the “Second Amended Charter”). In connection with the Special Meeting II, 388,644 shares of Class A common stock of the Company were redeemed and cancelled.

In connection with the Special Meeting II, the stockholders also approved the proposal to amend the Charter to remove the restriction of Company to undertake an initial business combination with any entity with its principal business operations or is headquartered in China (including Hong Kong and Macau).

Pursuant to the Second Amended Charter, the Company may extend the Business Combination deadline on monthly basis from July 14, 2023 to up to nine times by depositing $75,000 each month into the Trust Account. As of December 31, 2023, the Sponsor deposited six monthly payments to the Trust Account to extend the Business Combination deadline to January 14, 2023 of $75,000 for a total of $450,000.

Total outstanding notes related to extension amounted to $1,360,924 as of December 31, 2023.

The shares of Class A common stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with the Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will consummate a Business Combination and, solely if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company may elect to extend Business Combination deadline on a monthly basis for up to nine (9) times, up to April 14, 2024, by depositing $75,000 to the Trust Account each time (the “Combination Period”).

ACRI CAPITAL ACQUISITION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023

Note 1 — Organization and Business Operation (cont.)

Liquidity and Going Concern

As of December 31, 2023, the Company had cash of $54,289 and a working capital deficit of $2,025,294 (excluding income taxes payable which are to be paid from Trust). The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with the FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The management’s plan in addressing this uncertainty is through the working capital loans (see Note 6).

ACRI CAPITAL ACQUISITION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023

Note 2 — Significant accounting policies

Basis of Presentation

The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC, and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results.

Emerging Growth Company Status

Use of Estimates

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Cash

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $54,289 and $547,478 cash in bank as of December 31, 2023 and December 31, 2022, respectively.

Investments held in Trust Account

At December 31, 2023 and December 31, 2022, we had $36,672,846 and $89,140,977 of the assets held in the Trust Account were held in money market funds, which are invested in short term U.S. Treasury securities.

ACRI CAPITAL ACQUISITION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023

Note 2 — Significant accounting policies (cont.)

Fair Value of Financial Instruments

The fair value hierarchy is categorized into three levels based on the inputs as follows:

●

Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Warrants

ACRI CAPITAL ACQUISITION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023

Note 2 — Significant accounting policies (cont.)

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2023, common stock subject to possible redemption are presented at redemption value of $11.12 per share as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero.

Offering Costs

Net Income (Loss) Per Share

The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable common stock and non-redeemable common stock and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable common stock. Any remeasurement of the accretion to redemption value of the common stock subject to possible redemption was considered to be dividends paid to the public stockholders. As of December 31, 2023 and 2022, the Company has not considered the effect of the Warrants sold in the IPO and private placement in the calculation of diluted net income (loss) per share, since the exercise of the Warrants is contingent upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented.

The net income (loss) per share presented in the statement of operations is based on the following:

	For the Year Ended December 31, 2023			For the Period from January 7, 2022 (inception) through December 31, 2022
Net income	$	886,366		$	217,224
Accretion of carrying value to redemption value		(3,010,539	)		(8,789,038	)
Net loss including accretion of carrying value to redemption value	$	(2,124,173	)	$	(8,571,814	)

ACRI CAPITAL ACQUISITION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023

Note 2 — Significant accounting policies (cont.)

	For the Year Ended December 31, 2023						For the Period from January 7, 2022 (inception) through December 31, 2022
	Redeemable Common Stock			Non- Redeemable Common Stock			Redeemable Common Stock			Non- Redeemable Common Stock
Basic and diluted net income/(loss) per share:
Numerators:
Allocation of net loss including carrying value to redemption value	$	(1,400,191	)	$	(723,982	)	$	(6,029,105	)	$	(2,542,709	)
Accretion of carrying value to redemption value		3,010,539			—			8,789,038			—
Allocation of net income (loss)	$	1,610,348		$	(723,982	)	$	2,759,933		$	(2,542,709	)
Denominators:
Weighted-average shares outstanding		4,170,218			2,156,250			4,818,436			2,032,123
Basic and diluted net income (loss) per share	$	0.39		$	(0.34	)	$	0.57		$	(1.25	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. As of December 31, 2023, approximately $36.4 million was over the Federal Deposit Insurance Corporation (FDIC) limit.

Income Taxes

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits, no amounts accrued for interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

ACRI CAPITAL ACQUISITION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023

Note 2 — Significant accounting policies (cont.)

The Company has identified the United States as its only major tax jurisdiction.

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, “Debt — Debt Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)”. The amendment in this ASU is to address issues identified as a result of the complexity associated with applying generally accepted accounting principles (GAAP) for certain financial instruments with characteristics of liabilities and equity. For convertible instruments, the Board decided to reduce the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this Update are effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Board specified that an entity should adopt the guidance as of the beginning of its annual fiscal year. The Company has early adopted this update and it will become effective on January 1, 2023. The Company adoption of this ASU did not have a material effect on the Company’s consolidated financial statements.

ACRI CAPITAL ACQUISITION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023

Note 2 — Significant accounting policies (cont.)

As a result of the 5,369,950 shares of Class A common stock redeemed in February 2023 and July, 2023, the Company accrued the 1% excise tax in the amount of $556,620 as a reduction of equity as the Company is uncertain about the structure of business combination and whether additional shares will be issued within the same taxable year.

In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the potential impact of adopting this new guidance on its consolidated financial statements and related disclosures.

Note 3 — Investments Held in Trust Account

As of December 31, 2023 and December 31, 2022, assets held in the Trust Account were comprised of $36,672,846 and $89,140,977 in money market funds which are invested in U.S. Treasury Securities. Interest income for the year ended December 31, 2023 and the period from January 7, 2022 (inception) through December 31, 2022 amounted to $2,118,942 and $1,165,977, respectively.

Description	Level		December 31, 2023
Assets:
Trust Account – U.S. Treasury Securities Money Market Fund		1	$	36,672,846

Description	Level		December 31, 2022
Assets:
Trust Account – U.S. Treasury Securities Money Market Fund		1	$	89,140,977

Note 4 — Initial Public Offering

ACRI CAPITAL ACQUISITION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023

Note 4 — Initial Public Offering (cont.)

As of December 31, 2023 and December 31, 2022, the common stock reflected on the balance sheet are reconciled in the following table.

	As of December 31, 2023			As of December 31, 2022
Gross proceeds	$	86,250,000		$	86,250,000
Less:
Proceeds allocated to Public Warrants		(1,349,813	)		(1,349,813	)
Offering costs of Public Shares		(4,838,883	)		(4,838,883	)
Redemption		(55,662,019	)		—
Plus:
Accretion of carrying value to redemption value		11,799,577			8,789,038
Common stock subject to possible redemption	$	36,198,862		$	88,850,342

Note 5 — Private Placement

Note 6 — Related Party Transactions

Founder Shares

On February 4, 2022, the Sponsor acquired 2,156,250 Class B common stock (“Founder Shares”) for an aggregate purchase price of $25,000, or approximately $0.01 per share. As of December 31, 2023 and December 31, 2022, there were 2,156,250 Founder Shares issued and outstanding.

ACRI CAPITAL ACQUISITION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023

Note 6 — Related Party Transactions (cont.)

Promissory Note — Related Party

In connection with the Monthly Extension Payment discussed in Note 1, the Company issued four unsecured promissory notes of $227,730.87 and six unsecured promissory notes of $75,000 to its Sponsor. The notes are non-interest bearing and payable (subject to the waiver against trust provisions) on the earlier of (i) consummation of the Company’s initial business combination and (ii) the date of the liquidation of the Company. The principal balance may be prepaid at any time, at the election of the Company. The holder of the Note has the right, but not the obligation, to convert the Note, in whole or in part, respectively, into private placement warrants (the “Warrants”) of the Company, as described in the prospectus of the Company (File Number 333-263477), by providing the Company with written notice of its intention to convert the Note at least two business days prior to the closing of the Company’s initial business combination. The number of Warrants to be received by the holder in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the holder, by (y) $1.00. Total extension notes amounted to $1,360,924 for the year ended December 31, 2023.

On December 5, 2023, the Sponsor has agreed to loan the Company up to $500,000 to be used as working capital of the Company. This loan is non-interest bearing, unsecured and is due at the earlier of (1) the date on which the Company consummates a business combination or merger with a qualified target company or (2) the date of liquidation of the Company and have the same conversion features as the extension notes mentioned above. The Company has an outstanding loan balance of $70,823 as of December 31, 2023.

Balance of Promissory Notes — related party amounted to $1,431,747and nil on December 31, 2023 and December 31, 2022, respectively.

Related Party Loans

ACRI CAPITAL ACQUISITION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023

Note 6 — Related Party Transactions (cont.)

As of December 31, 2023 and December 31, 2022, the Company had no borrowings under the working capital loans.

Administrative Services Fees

The Company has agreed, commencing on the effective date of the prospectus, to pay the Sponsor the monthly fee of an aggregate of $10,000 for office space, administrative and shared personnel support services. This arrangement will terminate upon the earlier of (a) completion of a Business Combination or (b) twelve months after the completion of the IPO. Administrative service fee expenses for the year ended December 31, 2023 and the period from January 7, 2022 (inception) through December 31, 2022 amounted to $53,000 and $67,000, respectively. Accrued services fees amounted to $3,000 and nil as of December 31, 2023 and December 31, 2022, respectively.

Note 7 — Commitments & Contingencies

Registration Rights

Underwriting Agreement

The underwriters of the IPO (the “underwriters”) exercised the option to purchase an additional 1,125,000 Units in the IPO.

Right of First Refusal

ACRI CAPITAL ACQUISITION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023

Note 8 — Stockholders’ Deficit

Preferred Stock — The Company is authorized to issue 500,000 shares of preferred stock, $0.0001 par value, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2023 and December 31, 2022, there were no preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue 20,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of December 31, 2023 and December 31, 2022, there were no shares of Class A common stock issued or outstanding, excluding 3,255,050 and 8,625,000 shares of Class A common stock subject to possible redemption.

Class B Common Stock — The Company is authorized to issue 2,500,000 shares of Class B common stock with a par value of $0.0001 per share. As of December 31, 2023 and December 31, 2022, the Company had 2,156,250 shares of Class B common stock issued and outstanding.

The Class B common stock will automatically convert into shares of the Class A common stock at the time of the initial Business Combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution right.

Each whole Warrant entitles the registered holder to purchase one whole share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of the IPO or the date of the completion of the initial Business Combination. Pursuant to the warrant agreement (the “warrant agreement”) signed on June 9, 2022 between the Company and VStock Transfer, LLC, the warrant agent of the Company, a warrant holder may exercise its Warrants only for a whole number of shares of Class A common stock. This means that only a whole Warrant may be exercised at any given time by a warrant holder. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Warrants will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

The Company has agreed that as soon as practicable, but in no event later than 30 business days, after the closing of the initial Business Combination, it will use its reasonable best efforts to file, and within 60 business days following its initial Business Combination to have declared effective, a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Warrants. The Company will use its reasonable best efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of the warrant agreement. No Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the Class A common stock issuable upon exercise of the Warrants and a current prospectus relating to such shares of common stock. Notwithstanding the above, if the Company’s Class A common stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event it so elect, it will not be required to file or maintain in effect a registration statement, but it will be required to use its reasonable best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

ACRI CAPITAL ACQUISITION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023

Note 8 — Stockholders’ Deficit (cont.)

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the Company’s initial Business Combination at an issue price or effective issue price (the “Newly Issued Price”) of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s founders or their affiliates, without taking into account any founders’ shares held by the Company’s founders or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average reported trading price of Class A Common Stock for the twenty (20) trading days starting on the trading day prior to the date of the consummation of the Business Combination (the “Fair Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Fair Market Value and the Newly Issued Price, and the $16.50 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 165% of the higher of the Fair Market Value and the Newly Issued Price.

The Company may call the Warrants for redemption, in whole and not in part, at a price of $0.01 per Warrant:

●

in whole and not in part;

●

upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each Warrant holder; and

●

As of December 31, 2023 and December 31, 2022, 9,552,500 Warrants were outstanding.

Note 9 — Income Taxes

The income tax provision (benefit) consists of the following for the year ended December 31, 2023 and the period from January 7, 2022 (inception) through December 31, 2022:

	For the year ended December 31, 2023			For the Period from January 7, 2022 (inception) through December 31, 2022
Current
Federal	$	458,077		$	173,680
State		—			—
Deferred
Federal		(162,336	)		(67,458	)
State					—
Valuation allowance		135,678			128,052
Income tax provision		431,419		$	234,274

ACRI CAPITAL ACQUISITION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023

Note 9 — Income Taxes (cont.)

A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows:

	For the year ended December 31, 2023			For the Period from January 7, 2022 (inception) through December 31, 2022
U.S. statutory rate		21.0	%		21.0	%
Change in valuation allowance		10.3	%		28.4	%
Permanent difference		1.4	%		2.5	%
Effective tax rate		32.7	%		51.9	%

The Company’s net deferred tax assets were as follows as of:

	December 31, 2023			December 31, 2022
Deferred tax assets:
Start-up costs	$	263,730		$	128,052
Valuation allowance		(263,730	)		(128,052	)
Total deferred tax assets		—			—
Accrued interest income		(33,937	)		(60,594	)
Deferred tax liability, net	$	(33,937	)	$	(60,594	)

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance.

As of December 31, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The effective tax rate for the year ended December 31, 2023 and for the period from January 7, 2022 (inception) through December 31, 2022 were 32.7% and 51.9%, respectively. The effective tax rate differs from the federal and state statutory tax rate of 21.0% primarily due to the valuation allowance on the deferred tax assets.

Note 10 — Subsequent Events

On January 12, 2024, February 13, 2024, and March 13, 2024, three payments of $75,000 were deposited into the Trust Account for the public shareholders, which enabled the Company to extend the period of time it has to consummate its initial Business Combination to April 14, 2024 which are the seventh, eighth, and ninth of the nine one-month extensions permitted under the Company’s governing documents.

In connection with the extension payments, the Company issued three unsecured promissory notes of $75,000 each to its Sponsor.

ACRI CAPITAL ACQUISITION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023

Note 10 — Subsequent Events (cont.)

On February 18, 2024, the Company entered into a business combination agreement (as amended from time to time, the “BCA”), by and among the Company, Purchaser, Merger Sub and Foxx Development Inc., a Texas corporation (“Foxx”). Foxx, where, pursuant to the agreement: (a) the Company will merge (the “Reincorporation Merger”) with and into PubCo, with PubCo as the surviving entity; (b) Foxx will merge (the “Acquisition Merger”) with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of PubCo.

On February 23, 2024, Acri Capital Acquisition Corporation (the “Company”) entered into that certain Amendment (the “UA Amendment”) to the Underwriting Agreement, dated June 9, 2022 (the “Underwriting Agreement”) with EF Hutton LLC (f/k/a EF Hutton, division of Benchmark Investments, LLC, the “EF Hutton”).

Pursuant to the terms of the UA Amendment, EF Hutton and the Company have agreed to amend the Underwriting Agreement to replace the existing deferred underwriting fee under the Underwriting Agreement from $2,587,500 payable in cash at the closing of a business combination, to (x) $1,725,000 payable in cash and (y) 43,125 shares of common stock of PubCo. to be issued, at the closing of the Acquisition Merger.

Exhibit 99.5

ACAC MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of ACAC’s financial condition and results of operations should be read in conjunction with ACAC’s audited consolidated financial statements and the related notes to those statements included elsewhere in this proxy statement/prospectus. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that involve risks and uncertainties. ACAC’s actual results could differ materially from those discussed in the forward-looking statements as a result of many factors, including those factors set forth in the sections titled “Risk Factors” and “Forward-Looking Statements”, which you should review for a discussion of some of the factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis and elsewhere in this proxy statement/prospectus.

Unless the context otherwise requires, all references in this subsection to the “Company,” “ACAC”, “we,” “us” or “our” refer to the business of ACAC and its subsidiaries prior to the consummation of the Business Combination.

Overview

Acri Capital Acquisition I Corp. (“we”, “Company”, “ACAC”, “us” or “our”) is a blank check company incorporated as a Delaware corporation on January 7, 2022 formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Initial business combination with one or more businesses. We intend to effectuate our initial business combination using cash derived from the proceeds of our IPO and the sale of Private Warrants in a Private Placement to the Sponsor, potential additional shares, debt or a combination of cash, shares and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an initial business combination will be successful.

On June 14, 2022 the Company consummated the IPO of 8,625,000 Units (including 1,125,000 Units issued upon the full exercise of the over-allotment option). Each Unit consists of one Public Share, and one-half of one Public Warrant, each whole Warrant entitling the holder thereof to purchase one share of ACAC Class A Common Stock at an exercise price of $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $86,250,000 on June 14, 2022.

Special Meeting I, Related Redemption, Extensions, and Extension Notes

On February 8, 2023, the Company held a special meeting of stockholders (the “Special Meeting I”), at which the stockholders of the Company approved the proposal to amend the Company’s then-existing amended and restated certificate of incorporation to amend the amount of monthly deposit required to be deposited in the Trust Account from $0.0333 for each public share to $0.0625 for each public share for, and the Company may extend up to nine (9) times until December 14, 2023 if the Company has not consummated its initial business combination by March 14, 2023 (the nine (9) month anniversary of the closing of its IPO). Upon the stockholders’ approval, on February 9, 2023, the Company filed a certificate of amendment to its then-existing amended and restated certificate of incorporation which became effective upon filing (which, upon the amendment, the “First Amended Charter”). In connection with the Special Meeting I, 4,981,306 shares of ACAC Class A Common Stock of the Company were redeemed and cancelled.

Pursuant to the First Amended Charter, the Company may extend the deadline to complete its initial business combination (the “Combination Deadline”) up to nine times on monthly basis from March 14, 2023 to December 14, 2023, by depositing $227,730.87 each month into the Trust Account, representing $0.0625 per public share. Following the Special Meeting I, the Sponsor deposited four monthly payments to the Trust Account to extend the Combination Deadline to July 14, 2023. The four monthly payments were evidenced by four promissory notes issued by the Company to the Sponsor, each in the principal amount of $227,730.87.

Special Meeting II, Related Redemption, Extensions, and Extension Notes

On July 11, 2023, the Company held another special meeting of stockholders (the “Special Meeting II”), at which the stockholders of the Company approved, among others, the proposal to amend the First Amended Charter to allow the Company until July 14, 2023 to consummate an initial business combination, and, without another stockholder vote, to elect to extend Combination Deadline on a monthly basis for up to nine (9) times, up to April 14, 2024, by depositing $75,000 to the Trust Account. Upon the stockholders’ approval, on July 12, 2023, the Company filed a certificate of amendment to its then-existing amended and restated certificate of incorporation which became effective upon filing (which, upon the amendment, the “Second Amended Charter”). In connection with the Special Meeting II, 388,644 shares of ACAC Class A Common Stock of the Company were redeemed and cancelled.

Pursuant to the Second Amended Charter, the Company may extend the Combination Deadline on monthly basis from July 14, 2023 to up to nine times by depositing $75,000 each month into the Trust Account. Following the Special Meeting II, the Sponsor deposited nine monthly payments to the Trust Account to extend the Combination Deadline to April 14, 2024. The nine monthly payments were evidenced by nine promissory notes issued by the Company to the Sponsor, each in the principal amount of $75,000, or $675,000 in aggregate.

Special Meeting III

On April 9, 2024, ACAC held a special meeting of stockholders (the “Special Meeting III”). At the Special Meeting III, the stockholders of ACAC approved, among others, the proposal to amend the Second Amended Charter to allow ACAC until April 14, 2024 to consummate an initial business combination, and, without another stockholder vote, to elect to extend the date by which ACAC must consummate a business combination on a monthly basis for up to nine (9) times, up to January 14, 2025, by depositing $50,000 into the Trust Account. Upon the stockholders’ approval, on April 10, 2024, ACAC filed a certificate of amendment to the Second Amended Charter which became effective upon filing (the “Third Amended Charter”). In connection with the Special Meeting III, 1,439,666 shares of ACAC Class A Common Stock were rendered for redemption.

Following the Special Meeting III and as of the date of this prospectus/proxy statement, the Sponsor deposited four monthly payments into the Trust Account to extend the Combination Deadline to August 14, 2024. The four monthly payments were evidenced by four promissory notes issued by ACAC to the Sponsor, each in the principal amount of $50,000.

Target Amendment

At the Special Meeting II, the stockholders also approved the proposal to amend the Charter to remove the restriction of Company to undertake the Business Combination with any entity with its principal business operations or is headquartered in China (including Hong Kong and Macau) (the “Target Amendment”). As result of the Target Amendment, the Company may decide to consummate the Business Combination with an entity with its principal business operations or is headquartered in China (including Hong Kong and Macau), so the combined company may face various legal and operational risks and uncertainties after the Business Combination.

Working Capital Note

The Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. Any such loans would be on an interest-free basis and would be repaid only from funds held outside the Trust Account or from funds released to us upon completion of the initial business combination. We may issue such working capital notes to the Sponsor, officers, directors, of their affiliates, evidencing the terms of such loans.

On December 5, 2023, the Company issued a promissory note (the “Working Capital Note”) to the Sponsor, under which the Sponsor agreed to loan the Company up to $500,000 to be used for a portion of the working capital. This loan is non-interest bearing, unsecured and is due at the earlier of (1) the date on which the Company consummates its initial business combination or (2) the date on which the Company liquidates and dissolves. The Sponsor, as the payee, has the right, but not the obligation, to convert the note, in whole or in part, into Private Warrants of the Company, that are identical to the Private Warrants issued by the Company in the Private Placement consummated simultaneously with the Company’s IPO, subject to certain exceptions, as described in the IPO Prospectus, by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the initial business combination. The number of Private Warrants to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor by (y) $1.00. As of date of this report, $491,645 working capital has been drawn by the Company and no balance has been repaid.

Target Amendment

At the Special Meeting II, the stockholders also approved the proposal to amend the Charter to remove the restriction of Company to undertake an initial business combination with any entity with its principal business operations or is headquartered in China (including Hong Kong and Macau) (the “Target Amendment”). As result of the Target Amendment, the Company may decide to consummate the Business Combination with an entity with its principal business operations or is headquartered in China (including Hong Kong and Macau), so the PubCo may face various legal and operational risks and uncertainties after the business combination. See “Part II — Other Information — Item 1A — Risk Factors” for details.

Change of Nasdaq Listing Market

On July 7, 2022, Nasdaq approved the Company’s application to list its common stock, units, and warrants on the Capital Market. The Company’s common stock, units, and warrants commenced trading on the Capital Market at the opening of business on July 10, 2022.

Business Combination Agreement with Foxx

On February 18, 2024, we entered into a business combination agreement (as amended from time to time, the “Business Combination Agreement”), by and among us, Acri Capital Merger Sub I Inc., a Delaware corporation and our wholly-owned subsidiary (“Purchaser”, or “PubCo” upon and following closing of the Business Combination), Acri Capital Merger Sub II Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser (“Merger Sub”, together with us and the Purchaser, the “Purchaser Parties”), and Foxx Development Inc., a Texas corporation (“Foxx”), pursuant to which (i) ACAC will merge with and into Purchaser (the “Reincorporation Merger”), and (ii) Foxx will merge with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of Purchaser (the “Acquisition Merger”). The Reincorporation Merger, the Acquisition Merger, and other transactions contemplated under the Business Combination Agreement, are collectively referred to as the “Business Combination”. Following consummation of the Business Combination (the “Closing”), Purchaser will become a publicly traded company. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement.

Foxx, established in 2017 as a Texas incorporated company, is a consumer electronics and integrated Internet-of-Things (IoT) solution company catering to both retail and institutional clients. With robust research and development capabilities and a strategic commitment to cultivating long-term partnerships with mobile network operators, our customers and suppliers around the world, FOXX currently sells a diverse range of products including mobile phones, tablets and other consumer electronics devices throughout the United States, and is in the process of developing and distributing end-to-end communication terminals and IoT solutions.

Reincorporation Merger

At the effective time of the Reincorporation Merger (the “Reincorporation Merger Effective Time”), (i) each issued and outstanding Unit will automatically separate into one share of our Class A Common Stock and one-half of one Warrant (the “Separation of ACAC Units”), (ii) upon the Separation of Units, each share of Class A or Class B Common Stock issued and outstanding shall be converted automatically into one share of common stock of Purchaser, par value $0.0001 per share (“Purchaser Common Stock”), and (iii) each issued and outstanding Warrant shall be converted automatically into one redeemable warrant of Purchaser, exercisable for one share of Purchaser Common Stock at an exercise price of $11.50 (“Purchaser Warrant”).

Closing Payment Stock

At the effective time of the Acquisition Merger (“Effective Time”), by virtue of the Acquisition Merger and the Business Combination Agreement, and without any action on the part of ACAC, Purchaser, Merger Sub, Foxx, or stockholders of Foxx immediately prior to the Effective Time (the “Foxx Stockholders”), the Foxx Stockholders’ shares of common stock of Foxx (“Foxx Common Stock”) issued and outstanding immediately prior to the Effective Time (including shares of Foxx Common Stock converted from Transaction Financing immediately prior to the Effective Time) will be cancelled and automatically converted into the right to receive, without interest, the applicable portion of the Closing Payment Stock (as defined herein) as set forth in the Closing Consideration Spreadsheet. “Closing Payment Stock” means 5,000,000 shares of Purchaser Common Stock, which are equal or equivalent in value to the sum of $50,000,000 divided by $10.00 per share, among which, 500,000 shares in aggregate will be deposited to a segregated escrow account and to be released to the Foxx Stockholders if and only if, prior to or upon one-year anniversary of the Business Combination Agreement, the U.S. Congress has approved the affordable connectivity program of no less than $4 billion; or otherwise be cancelled and forfeited by PubCo without consideration.

Earnout Consideration

In addition to Closing Payment Stock, the Foxx Stockholders are entitled to receive up to an additional 4,200,000 shares of Purchaser Common Stock subject to achievement of certain milestones (the “Earnout Shares”). The Earnout Shares will be issued as below:

(i)

in connection with the financial performance for the fiscal year ending June 30, 2024

(A)

700,000 Earnout Shares will be issued to Foxx Stockholders on a pro rata basis if and only if PubCo’s audited consolidated financial statements for the fiscal year ending June 30, 2024 (“2024 PubCo Audited Financial Statements”), prepared in accordance with the Generally Accepted Accounting Principles of the United States (“U.S. GAAP”) and filed with the SEC on Form 10-K by PubCo after Closing, reflect revenue of PubCo for the fiscal year ending June 30, 2024 (the “PubCo 2024 Revenue”) no less than $67,000,000 (including $67,000,000) and less than $84,000,000 (excluding $84,000,000); or

(B)

1,400,000 Earnout Shares will be issued to Foxx Stockholders on a pro rata basis if and only if the PubCo 2024 Revenue is no less than $84,000,000 (including $84,000,000) and less than $100,000,000(excluding $100,000,000); or

(C)

2,100,000 Earnout Shares will be issued to Foxx Stockholders on a pro rata basis if and only if the PubCo 2024 Revenue is no less than $100,000,000; and

(D)

the Earnout Shares shall be issued and delivered pursuant to one paragraph from (i)(A)-(1)(C) above only once.

(ii)

In connection with the financial performance for the fiscal year ending June 30, 2025:

(A)

700,000 Earnout Shares will be issued to Foxx Shareholders on a pro rata basis if and only if PubCo’s audited consolidated financial statements for the fiscal year ending June 30, 2025 (“2025 PubCo Audited Financial Statements”), prepared in accordance with U.S. GAAP and filed with the SEC on Form 10-K by PubCo after Closing, reflect revenue of PubCo for the fiscal year ending June 30, 2025 (the “PubCo 2025 Revenue”) no less than $77,050,000 (including $77,050,000) and less than $96,600,000 (excluding $96,600,000); or

(B)

1,400,000 Earnout Shares will be issued to Foxx Stockholders on a pro rata basis if and only if the PubCo 2024 Revenue is no less than $96,600,000 (including $96,600,000) and less than $115,000,000 (excluding $115,000,000); or

(C)

2,100,000 Earnout Shares will be issued to Foxx Stockholders on a pro rata basis if and only if the PubCo 2024 Revenue reflected in the 2024 PubCo Audited Financial Statements is no less than One Hundred and Fifteen Million Dollars ($115,000,000) (including $115,000,000); and

(D)

the Earnout Shares shall be issued and delivered pursuant to one paragraph from (ii)(A) to (ii)(C) above only once.

Amendment to the Underwriting Agreement

On February 23, 2024, we entered into that certain Amendment (the “UA Amendment”) to the Underwriting Agreement, dated June 9, 2022 (the “Underwriting Agreement”) with EF Hutton LLC (f/k/a EF Hutton, division of Benchmark Investments, LLC, the “EF Hutton”), the representative of the several underwriters of our IPO.

Results of Operations

We have neither engaged in any operations nor generated any operating revenues to date except the preparation and completion of the IPO and search for target candidate following the consummation of the IPO. Our only activities from inception through March 31, 2024 were organizational activities and those necessary to prepare for the IPO. We do not expect to generate any operating revenues until after the completion of our initial business combination. We expect to generate non-operating income in the form of interest income on marketable securities held after the IPO. We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, an initial business combination.

For the three months ended March 31, 2024 and 2023, we had net income of $102,649 and $363,658, respectively, mainly from income on our investment less our formation and operating costs and tax expenses.

For the year ended December 31, 2023 and the period from January 7, 2022 (inception) through December 31, 2022, we had a net income of $886,366 and $217,224, mainly from income on our investment less our formation and operating costs and tax expenses.

Liquidity and Capital Resources

The Company’s liquidity needs up to March 31, 2024 had been satisfied through initial payment from the Sponsor of $25,000, proceeds from the Private Placement of $5,240,000, and loan from sponsor of $2,077,568.

On June 14, 2022, we consummated the IPO of 8,625,000 Public Units at a price of $10.00 per unit (including 1,125,000 units issued upon the fully exercise of the over-allotment option), generating gross proceeds of $86,250,000. Simultaneously with the closing of the IPO and exercise of the over-allotment option in full by the underwriters, we consummated the sale of 5,240,000 warrants as Private Warrants, at a price of $1.00 per warrant, with each warrant entitling the registered holder to purchase one share of ACAC Class A Common Stock at a price of $11.50 per share, generating gross proceeds of $5,240,000. Following the closings of the IPO and the sales of the Private Warrants on June 14, 2022, a total of $87,975,000 (or $10.20 per share) was placed in the Trust Account.

As of March 31, 2024, the Company had cash of $89,955 and a working capital deficit of $2,515,342 (excluding taxes payable which will be paid out from Trust).

On February 8, 2023, in connection with the Special Meeting I, 4,981,306 shares of ACAC Class A Common Stock of the Company were rendered for redemption at $10.33 per share, On July 11 2023, in connection with the Special Meeting II, 388,644 shares of ACAC Class A Common Stock of the Company were redeemed and cancelled at $10.82 per share, resulting in approximately $37.4 million remaining in the Trust Account as of March 31, 2024.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding deferred underwriting commissions, to complete our initial business combination. We may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete an initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete an initial business combination.

In order to fund working capital deficiencies or finance transaction costs in connection with an initial business combination, the Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If the Company completes the initial business combination, it would repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $3,000,000 of such loans may be convertible into warrant, at a price of $1.00 per warrant at the option of the lender.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our Public Shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such initial business combination.

Pursuant to the Third Amended Charter, the Company may extend the Combination Deadline on a monthly basis from April 14, 2024 for up to nine times, up to January 14, 2025, by depositing $50,000 each month into the Trust Account. Following the Special Meeting III, the Sponsor deposited four monthly payments into the Trust Account to extend the Combination Deadline to August 14, 2024. The four monthly payments were evidenced by four promissory notes issued by the Company to the Sponsor, each in the principal amount of $50,000.

In connection with the Monthly Extension Payments, the Company issued unsecured promissory notes (each a “Extension Note”) to the Sponsor.

Each of the Extension Notes is non-interest bearing and payable (subject to the waiver against trust provisions) on the earlier of (i) consummation of the Company’s initial business combination and (ii) the date of the liquidation of the Company. The principal balance may be prepaid at any time, at the election of the Company. The holder of the Extension Notes has the right, but not the obligation, to convert each Extension Note, in whole or in part, respectively, into Private Warrants of the Company, as described in the Prospectus, by providing the Company with written notice of its intention to convert the Note at least two business days prior to the closing of the Company’s initial business combination. The number of Private Warrants to be received by the holder in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the holder, by (y) $1.00.

If we are unable to complete an initial business combination by January 14, 2025, we may seek approval from our stockholders holding no less than 65% or more of the votes to approve to extend the Combination Deadline, if we fail to obtain approval from our stockholders for such extension or we do not seek such extension, the Company will cease all operations.

As a result, management has determined that such additional condition also raise substantial doubt about the Company’s ability to continue as a going concern. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities that would be considered off-balance sheet arrangements as of March 31, 2024. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

As of March 31, 2024 and December 31, 2023, we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

The holders of the Founder Shares, the Private Warrants, and any warrants that may be issued upon conversion of working capital loans (and any underlying securities) will be entitled to registration rights pursuant to a registration rights agreement entered into in connection with the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

Critical Accounting Policies and Estimates

In preparing the financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results may differ from these estimates. We have identified the following critical accounting policies and estimates:

Investments held in Trust Account

At March 31, 2024 and December 31, 2023, $37,373,688 and $36,672,846 of the assets held in the Trust Account were held in money market funds, which are invested in short term U.S. Treasury securities.

The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts.

Offering Costs

The Company complies with the requirements of ASC Topic 340-10-S99-1, “Other Assets and Deferred Costs — SEC Materials” (“ASC 340-10-S99”) and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Offering costs consisting principally of underwriting, legal, accounting and other expenses that are directly related to the IPO and charged to shareholders’ equity upon the completion of the IPO.

Warrants

We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. We determined that upon further review of the proposed form of warrant agreement, management concluded that the warrants included in the units issued in the IPO pursuant to the warrant agreement qualify for equity accounting treatment

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2024, common stock subject to possible redemption are presented at redemption value of $11.30 per share as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero.

Net Income (Loss) per Share

Recent Accounting Pronouncements

In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. We evaluated the potential impact of adopting this new guidance on our unaudited consolidated financial statements and related disclosures and believe that the adoption of this ASU did not have a material effect on our financial statements.

Cover	Sep. 26, 2024
Entity Addresses [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 26, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-00000
Entity Registrant Name	Foxx Development Holdings Inc.
Entity Central Index Key	0002013807
Entity Tax Identification Number	99-5119494
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	13575 Barranca Parkway C106
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92618
City Area Code	201
Local Phone Number	962-5550
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock, par value $0.0001 per share
Entity Addresses [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	FOXX
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50
Entity Addresses [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50
Trading Symbol	FOXXW
Security Exchange Name	NASDAQ
Former Address [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	13284 Pond Springs Rd
Entity Address, Address Line Two	Ste 405
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78729
Entity Information, Former Legal or Registered Name	Acri Capital Merger Sub I Inc.

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