UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, ~~2024~~2025

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-42285

FOXX DEVELOPMENT HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware		99-5119494
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

13575 Barranca Parkway C106, Irvine, CA		92618
15375 Barranca Parkway C106, Irvine, CA		92618
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 201-962-5550

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

Title of each class	Trading Symbol(s)	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 per share	FOXXW	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404 (b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Based on paragraph (iv) of the smaller reporting company definition under Rule 12b-2, the aggregate market value of the common stock of the registrant held by non-affiliates of the registrant as of October 210, ~~2024~~2025, was $2610,~~670~~549,~~403~~388.856.

The number of shares of the common stock of the registrant issued and outstanding as of October 2213, ~~2024~~2025 was 76,~~280~~780,597 shares of common stock.

DOCUMENTS INCORPORATED BY REFERENCE

None.

ACRI CAPITAL ACQUISITION CORPORATION

PART I
Item 1.	Business	1
Item 1A.	Risk Factors	15
Item 1B.	Unresolved Staff Comments	15
Item 1C.	Cybersecurity	15
Item 2.	Properties	16
Item 3.	Legal Proceedings	16
Item 4.	Mine Safety Disclosures	16

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	17
Item 6.	[Reserved]	17
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 8.	Financial Statements and Supplementary Data	F-1
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	29
Item 9A.	Controls and Procedures	29
Item 9B.	Other Information	30
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	30

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	31
Item 11.	Executive Compensation	36
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	37
Item 13.	Certain Relationships and Related Transactions, and Director Independence	38
Item 14.	Principal Accounting Fees and Services	40

PART IV
Item 15.	Exhibits, Financial Statement Schedules	41
Item 16.	Form 10-K Summary	43

FORM 10-K

FOR THE YEAR ENDED JUNE 30, 2024

PART I
Item 1.	Business	1
Item 1A.	Risk Factors	18
Item 1B.	Unresolved Staff Comments	44
Item 1C.	Cybersecurity	44
Item 2.	Properties	45
Item 3.	Legal Proceedings	45
Item 4.	Mine Safety Disclosures	45
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	46
Item 6.	[Reserved]	46
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	47
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	63
Item 8.	Financial Statements and Supplementary Data	F-1
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	64
Item 9A.	Controls and Procedures	64
Item 9B.	Other Information	65
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	65
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	66
Item 11.	Executive Compensation	71
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	72
Item 13.	Certain Relationships and Related Transactions, and Director Independence	73
Item 14.	Principal Accounting Fees and Services	74
PART IV
Item 15.	Exhibits, Financial Statement Schedules	75
Item 16.	Form 10-K Summary	77

FORWARD LOOKING STATEMENTS

This Annual Report (the “Annual Report”) on Form 10-K of Foxx Development Holdings Inc. contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. The statements contained in this report that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include, for example, statements about our:

●

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

●

the ability to maintain the listing of our Common Stock and Warrants on Nasdaq;

●

Our public securities’ potential liquidity and trading;

●

Our ability to raise financing in the future;

●

Our success in retaining or recruiting, or changes required in, officers, key employees, or directors;

●

potential effects of extensive government regulation;

●

Our future financial performance and capital requirements;

●

the impact of supply chain disruptions;

●

high inflation rates and interest rate increases;

●

factors relating to our business, operations, and financial performances, including:

●

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

●

Our ability to generate the earnings necessary to fund our operations, continue to grow our business or repay our debt obligations;

●

Our ability to establish successful relations with third-party distributors or sales agents;

●

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

●

Our ability to introduce new products that achieve market acceptance and keep pace with technological developments;

●

Our ability to develop and maintain intellectual property rights;

●

Our ability to raise additional capital in the future to finance our planned growth.

We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate and financial trends that we believe may affect our business, financial condition, results of operations and prospects, and these forward-looking statements are not guarantees of future performance or development. These forward-looking statements speak only as of the date of this Annual Report and are subject to a number of risks, uncertainties and assumptions described in “Risk Factors” and elsewhere in this Annual Report. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein until after we distribute this Annual Report, whether as a result of any new information, future events or otherwise.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Annual Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.

This Annual Report includes trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, trademarks and tradenames referred to in this Annual Report appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights, or that the applicable owner will not assert its rights, to these trademarks and tradenames.

On September 26, 2024 (the “Closing”), Acri Capital Acquisition Corporation, a Delaware corporation (“ACAC”) consummated a 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 (the “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 (“Old Foxx”), pursuant to which (i) ACAC merged with and into Purchaser (the “Reincorporation Merger”), ~~and~~ and (ii) Old 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”. Upon Closing, the Purchaser was renamed as “Foxx Development Holdings Inc.” (the “Registrant”).

Unless the context otherwise requires, all references in this Annual Report to “we,” “us,”, “our” or the “Company” refer to the business and operations of Old Foxx and its subsidiaries prior to consummation of the Business Combination and to Foxx Development Holdings Inc., the Registrant, and its subsidiaries following the consummation of the Business Combination.

iii

PART I

ITEM 1. BUSINESS

Overview

~~Foxx~~Founded in ~~Development~~Texas ~~Holdings Inc~~in 2017, we are a technology innovation firm specializing in the communications sector. ~~was~~Since ~~incorporated~~our ~~under~~establishment in 2017, we have expanded our presence to include various locations throughout the ~~name~~United States, ~~“Acri~~such ~~Capital~~as ~~Merger~~San ~~Sub~~Francisco, ICA, ~~Inc~~Dallas, TX, Atlanta, GA, Los Angeles, CA, Miami, FL, and New York, NY.” This asexpansion aenables ~~Delaware~~us ~~corporation~~to onprovide ~~November~~sales, 13retail, ~~2023~~distribution, and after-sales support services while simultaneously driving innovation through active research and development efforts aimed at pioneering new customization standards and services.

OnOur ~~September~~ business ~~26,~~model ~~2024~~involves ~~(the~~providing ~~“Closing”),~~comprehensive ~~Acri~~hardware ~~Capital~~and ~~Acquisition~~software ~~Corporation,~~specifications ato ~~Delaware~~original ~~corporation~~design ~~(“ACAC”)~~manufacturers. ~~consummated~~Once the a products ~~previously~~are ~~announced~~developed, ~~business~~we ~~combination~~engage ~~pursuant~~with tothird-party ~~the~~agencies ~~terms~~to ofsecure ~~the~~necessary ~~business~~testing ~~combination~~and ~~agreement~~certifications, ~~(as~~including ~~amended~~Equipment Authorizations from ~~time~~the toFCC ~~time, the~~and ~~“Business~~certifications ~~Combination~~from ~~Agreement”),~~the byGlobal ~~and~~Mobile ~~among~~Suppliers ~~ACAC,~~Association. ~~Acri~~We ~~Capital~~currently ~~Merger~~offer ~~Sub~~a Irange ~~Inc.~~of Foxx-branded products, aincluding ~~Delaware~~tablets, ~~corporation~~smartphones, wearables, and ~~wholly~~expect to launch other high-~~owned~~quality communication terminals. ~~subsidiary~~ Our ofproducts ~~ACAC~~are ~~(the~~generally ~~“Purchaser”),~~priced ~~Acri~~competitively ~~Capital~~after ~~Merger~~considering ~~Sub~~various IIfactors ~~Inc.,~~such aas ~~Delaware~~product ~~corporation~~costs, research and ~~wholly-owned subsidiary~~development of investments, ~~Purchaser~~regulatory ~~(“Merger~~compliance, ~~Sub”)~~testing expenses, and ~~Foxx~~shipping ~~Development Inc~~costs., aOur ~~Texas~~customers ~~corporation~~are ~~(“Foxx”),~~primarily ~~pursuant~~distributors towho ~~which~~sell Foxx-branded ~~(i)~~products ~~ACAC merged~~in ~~with~~the U.S. public channels and ~~into~~to ~~Purchaser~~major (carriers in the ~~“Reincorporation~~United States ~~Merger”)~~such as T-Mobile, AT&T, and ~~(ii)~~Verizon. ~~Foxx~~We ~~merged~~also ~~with~~began ~~and~~E-Commerce ~~into~~operations ~~Merger~~in ~~Sub,~~March ~~with~~2024 ~~Merger~~and ~~Sub~~ our ~~surviving as a wholly~~E-~~owned~~Commerce ~~subsidiary~~customers ofinclude ~~Purchaser~~customers (from the ~~“Acquisition~~TikTok ~~Merger”)~~Shop. ~~The~~We ~~Reincorporation~~also ~~Merger,~~provide ~~the~~an ~~Acquisition~~App Service by installing applications from App ~~Merger,~~ developer ~~and~~partners ~~the~~onto ~~transactions~~its ~~contemplated~~mobile ~~under~~devices ~~the~~and ~~Business~~facilitating ~~Combination~~the ~~Agreement,~~distribution ~~are~~of ~~collectively~~these ~~referred~~devices to asend ~~the “Business Combination”~~users.

~~Upon~~The ~~Closing,~~Business ~~the Purchaser was renamed as “Foxx Development Holdings Inc.” (the “Registrant”), and the Merger Sub was renamed as “Foxx Development Inc.” (the “Operating Subsidiary”).~~Combination

Foxx Development Holdings Inc. was incorporated under the name “Acri Capital Merger Sub I Inc.” as a Delaware corporation on November 13, 2023. On September 26, 2024 (the “Closing”), Acri Capital Acquisition Corporation, a Delaware corporation (“ACAC”) consummated a 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 (the “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”), 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”. Upon Closing, the Purchaser was renamed as “Foxx Development Holdings Inc.”, and the Merger Sub was renamed as “Foxx Development Inc.” (the “Operating Subsidiary”).

~~Immediately~~The ~~prior~~ACAC tosecurities ~~the~~previously ~~effective~~traded ~~time~~on of the ~~Reincorporation~~Nasdaq ~~Merger~~Capital ~~(the~~Market (“~~Reincorporation~~Nasdaq”) ~~Merger~~were ~~Effective~~delisted ~~Time”),~~and ~~which~~ceased ~~was~~trading onfollowing ~~September~~the 25Closing. On September 27, 2024, one business day ~~prior~~after to the Closing, ~~(i)~~our ~~each~~Common ~~issued~~Stock and ~~outstanding~~Warrants ~~ACAC~~became ~~unit~~listed ~~was~~on ~~automatically~~the ~~separated~~Nasdaq ~~into~~under ~~one (1) share~~trading ofsymbols ~~ACAC~~“FOXX” ~~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~~FOXXW,”) ~~was automatically cancelled and ceased to exist and thereafter represented only the right to be paid a pro-rata redemption price~~respectively.

~~● At~~ Unless the ~~Reincorporation~~context ~~Merger~~otherwise ~~Effective Time on September 25~~requires, ~~2024,~~all ~~(i)~~references ~~each~~in ~~share~~this ofAnnual ~~ACAC~~Report ~~Class~~to A“we,” ~~or Class B common stock issued and outstanding (other than ACAC Redeeming Shares) was converted automatically into one (1) share of common stock of the Registrant~~“us,”, ~~par~~“our” ~~value~~or ~~$0.0001 per share (~~the “~~Common Stock~~Company”), ~~and~~refer ~~(ii)~~to ~~each~~the ~~issued~~business and ~~outstanding~~operations ~~ACAC~~of ~~warrant~~Old ~~was~~Foxx ~~converted~~and ~~automatically~~its ~~into~~subsidiaries ~~one~~prior ~~(1)~~to ~~redeemable~~consummation ~~warrant~~ of the ~~Registrant,~~Business ~~exercisable~~Combination and ~~for~~to ~~one (1) share of~~ the Registrant’s ~~Common~~and ~~Stock~~the atOperating anSubsidiary ~~exercise~~following ~~price~~the consummation of ~~$11.50 per share (~~the ~~“Warrant”)~~Business Combination.

~~● 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 the Registrant’s 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. Consideration

~~Pursuant~~Immediately prior to the ~~Business~~effective ~~Combination Agreement,~~time ~~500,000 shares~~ of the ~~Closing~~Reincorporation ~~Payment~~Merger ~~Stock in aggregate will be deposited~~ (the “~~Escrow~~Reincorporation ~~Arrangement~~Merger Effective Time”), towhich awas on September ~~segregated~~25, ~~escrow~~2024, ~~account~~one ~~and~~business ~~released~~day prior to the ~~Foxx~~Closing, ~~Stockholders~~(i) ifeach issued and ~~only~~outstanding ~~if,~~ACAC ~~prior~~unit towas orautomatically ~~upon~~separated ~~the~~into one~~-year anniversary~~ of(1) ~~the~~share ~~Business~~of ~~Combination~~ACAC ~~Agreement,~~Class ~~the~~A ~~Affordable~~common ~~Connectivity~~stock ~~Program~~and one-half (~~ACP~~1/2) ~~managed~~of byone ~~the~~ACAC ~~U.S.~~warrant, ~~Federal~~and ~~Communication~~(ii) ~~Commission~~each isshare ~~reauthorized by~~of ~~the~~ACAC ~~U.S.~~Class ~~Congress~~A ~~with~~common ~~funding~~stock held by stockholders of noACAC ~~less~~who ~~than~~validly ~~$4 billion~~redeemed intheir ~~total~~shares ~~for~~of ~~such~~ACAC ~~reauthorized~~Class ~~period;~~A orcommon ~~otherwise~~stock be(each “ACAC Redeeming Share”) was automatically cancelled and ceased to exist and ~~forfeited~~ bythereafter represented only the ~~Registrant~~right ~~without~~to ~~consideration~~be paid a pro-rata redemption price.

~~Additionally~~● 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 the ~~Foxx~~Registrant, ~~Stockholders~~par ~~may~~value be$0.0001 ~~entitled~~per toshare ~~receive~~(the “~~Earnout~~Common ~~Shares~~Stock”), ~~which~~and ~~refer~~(ii) toeach 4issued and outstanding ACAC warrant was converted automatically into one (1) redeemable warrant of the Registrant,~~200,000~~ ~~shares~~exercisable for one (1) share of the Registrant’s Common Stock, ~~subject~~at toan ~~the~~exercise ~~vesting~~price ~~schedule~~of as$11.50 ~~follows:~~per share (the “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 (i“Original Foxx Common Stock”) held by then exiting holders of Original Foxx Common Stock (the “Original Foxx Shareholders”) immediately prior to the Closing (including shares of Original Foxx Common Stock issuable upon conversion of the principal and accrued interest of promissory notes of Foxx issued in ~~connection~~the ~~with~~Transaction Financing, as defined below) were cancelled and automatically converted into (i) the ~~financial~~right ~~performance~~to ~~for~~receive, without interest, the ~~fiscal~~applicable ~~year~~portion ~~ending~~of ~~June~~5,000,000 30shares of the Registrant’s Common Stock (the “Closing Payment Stock”, ~~2024:~~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.

(A) 700,000 Earnout Shares will be issued to Foxx Stockholders on a pro rata basis if and only if the Registrant’s audited consolidated financial statements for the fiscal year ending June 30, 2024 (“2024 Registrant 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 the Registrant after Closing, reflect revenue of the Registrant for the fiscal year ending June 30, 2024 (the “Registrant 2024 Revenue”) no less than $67,000,000 (including $67,000,000) and less than $84,000,000 (excluding $84,000,000);1

~~(B)~~Pursuant to 1the Business Combination Agreement,~~400~~ 500,000 shares ~~Earnout~~of ~~Shares~~the Closing Payment Stock in aggregate will be ~~issued~~deposited (the “Escrow Arrangement”) to ~~Foxx~~a ~~Stockholders~~segregated onescrow aaccount ~~pro~~and ~~rata~~released ~~basis~~to the Original Foxx Shareholders if and only if, prior to or upon the ~~Registrant~~one-year anniversary of ~~2024~~the ~~Revenue~~Business ~~reflected~~Combination inAgreement, the ~~2024~~Affordable ~~Registrant~~Connectivity ~~Audited~~Program ~~Financial~~(ACP) ~~Statements~~managed by the U.S. Federal Communication Commission is reauthorized by the U.S. Congress with funding of no less than $~~84,000,000~~4 billion ~~(including~~in ~~$84,000,000)~~total for such reauthorized period; or otherwise be cancelled and ~~less~~forfeited ~~than~~by ~~$100,000,000~~the ~~(excluding~~Registrant ~~$100,000,000);~~without consideration.

~~(C) 2~~Additionally,~~100,000~~ the ~~Earnout~~Original ~~Shares~~Foxx ~~will~~Shareholders may be ~~issued~~entitled to ~~Foxx~~receive ~~Stockholders~~“Earnout onShares”, awhich ~~pro~~refer ~~rata~~to ~~basis~~4,200,000 ifshares ~~and~~of ~~only if~~ the Registrant’s Common ~~2024~~Stock, ~~Revenue~~subject ~~reflected~~to in the ~~2024~~vesting ~~Registrant~~schedule ~~Audited~~(the ~~Financial~~“Vesting ~~Statements~~Schedule”) isas ~~no less than $100,000,000 (including $100,000,000);~~follows:

1● (i) in connection with the financial performance for the fiscal year ended June 30, 2024:

~~provided~~(A) 700, ~~however,~~000 ~~that the~~ Earnout Shares will be issued to Original Foxx Shareholders on a pro rata basis if and ~~delivered~~only ~~pursuant~~if tothe ~~one~~Registrant’s ~~paragraph~~audited ~~from~~consolidated financial statements for the fiscal year ended June 30, 2024 (i“2024 Registrant Audited Financial Statements”), prepared in accordance with the Generally Accepted Accounting Principles of the United States (A“U.S. GAAP”) and filed with the SEC on Form 10-K by the Registrant after Closing, reflect revenue of the Registrant for the fiscal year ended June 30, 2024 (ithe “Registrant 2024 Revenue”) no less than $67,000,000 (Cincluding $67,000,000) ~~above~~and ~~only~~less ~~once;~~than ~~and~~$84,000,000 (excluding $84,000,000);

● (iiB) In1,400,000 ~~connection~~Earnout ~~with~~Shares will be issued to Original Foxx Shareholders on a pro rata basis if and only if the ~~financial~~Registrant ~~performance~~2024 ~~for~~Revenue reflected in the ~~fiscal~~2024 ~~year~~Registrant ~~ending~~Audited ~~June~~Financial 30Statements is no less than $84,000,000 ~~2025:~~(including $84,000,000) and less than $100,000,000 (excluding $100,000,000);

(AC) ~~700~~2,100,000 Earnout Shares will be issued to Original Foxx Shareholders on a pro rata basis if and only if the Registrant’s ~~audited~~2024 ~~consolidated~~Revenue ~~financial~~reflected ~~statements~~in ~~for~~ the ~~fiscal~~2024 ~~year ending June 30, 2025 (“2025~~ Registrant Audited Financial Statements~~”),~~ ~~prepared~~is in accordance with U.S. GAAP and filed with the SEC on Form 10-K by the Registrant after Closing, reflect revenue of the Registrant for the fiscal year ending June 30, 2025 (the “Registrant 2025 Revenue”) no less than $77100,~~050~~000,000 (including $77100,~~050,~~000~~) and less than $96~~,~~600,~~000 ~~(excluding $96,600,000~~);

~~(B) 1~~provided,~~400~~ however,~~000~~ that the Earnout Shares will be issued ~~to Foxx Stockholders on a pro rata basis if~~ and ~~only~~delivered ifpursuant ~~the~~to ~~Registrant~~one ~~2025~~paragraph ~~Revenue~~from ~~reflected in the 2025 Registrant Audited Financial Statements is no less than $96,600,000~~ (~~including $96,600,000~~i)(A)-(i)(C) ~~and~~above ~~less~~only ~~than $115,000,000 (excluding $115,000,000)~~once; and

● (Cii) ~~2,100,000~~In ~~Earnout~~connection ~~Shares~~with ~~will be issued to Foxx Stockholders on a pro rata basis if and only if~~ the ~~Registrant~~financial ~~2025~~performance ~~Revenue~~for ~~reflected in~~ the ~~2025~~fiscal ~~Registrant~~year ~~Audited~~ended ~~Financial~~June ~~Statements is no less than $115~~30,~~000,000~~ ~~(including $115,000,000);~~2025:

~~provided~~(A) 700, ~~however,~~000 ~~that the~~ Earnout Shares will be issued to Original Foxx Shareholders on a pro rata basis if and ~~delivered~~only ~~pursuant~~if tothe ~~one~~Registrant’s ~~paragraph~~audited ~~from~~consolidated financial statements for the fiscal year ended June 30, 2025 (ii“2025 Registrant Audited Financial Statements”), prepared in accordance with U.S. GAAP and filed with the SEC on Form 10-K by the Registrant after Closing, reflect revenue of the Registrant for the fiscal year ended June 30, 2025 (Athe “Registrant 2025 Revenue”) tono less than $77,050,000 (iiincluding $77,050,000)~~(C)~~ ~~above~~and ~~only~~less ~~once.~~than $96,600,000 (excluding $96,600,000);

~~The~~(B) ~~ACAC~~1,400,000 ~~securities~~Earnout ~~previously traded~~Shares onwill ~~Nasdaq~~be ~~were~~issued ~~delisted without any action needed~~ to beOriginal ~~taken~~Foxx Shareholders on ~~the~~a ~~part~~pro ofrata ~~the~~basis ~~holders~~if ~~of such securities~~ and ~~are~~only noif ~~longer traded on Nasdaq following~~ the ~~Closing.~~Registrant On2025 ~~September~~Revenue ~~27,~~reflected ~~2024,~~in ~~one business day after~~ the ~~Closing,~~2025 ~~the~~ Registrant’s ~~Common~~Audited ~~Stock~~Financial ~~and~~Statements ~~Warrant became~~is ~~listed~~no onless ~~the~~than ~~Nasdaq~~$96,600,000 ~~Capital Market~~ (~~“Nasdaq”~~including $96,600,000) ~~under~~and ~~trading~~less ~~symbols~~than ~~“FOXX”~~$115,000,000 ~~and~~(excluding ~~“FOXXW~~$115,~~” respectively.~~000,000);

In(C) ~~addition~~2,100,000 ~~pursuant~~Earnout toShares ~~that certain~~will ~~amendment~~be issued to ~~the~~Original ~~Underwriting~~Foxx ~~Agreement,~~Shareholders byon ~~and~~a ~~between~~pro EFrata ~~Hutton~~basis ~~LLC~~if and ~~ACAC,~~only ~~dated~~if ~~February~~the ~~20,~~Registrant ~~2024,~~2025 ~~43,125~~Revenue ~~shares~~reflected ofin the ~~Registrant’s~~ ~~Common~~2025 ~~Stock~~Registrant ~~were~~Audited ~~issued~~Financial toStatements EFis ~~Hutton~~no ~~LLC~~less atthan ~~the~~$115,000,000 ~~Closing.~~(including $115,000,000);

~~Unless~~provided, ~~the context otherwise requires~~however, ~~all~~that ~~references in this Annual Report to “we,” “us,”, “our” or~~ the ~~“Company”~~ ~~refer~~Earnout toShares ~~the~~will ~~business~~be ~~and~~issued ~~operations of Foxx~~ and ~~its~~delivered ~~subsidiaries~~pursuant ~~prior~~ to ~~consummation~~one ofparagraph ~~the~~from ~~Business~~(ii)(A) ~~Combination and~~ to ~~the Registrant and its subsidiary~~ (~~the Operating Subsidiary~~ii)(C) ~~following~~above ~~the~~only ~~consummation of the Business Combination~~once.

On October 24, 2024, upon the filing of the 2024 Audited Financial Statements as part of the Company’s Annual Report on Form 10-K filed with the SEC (the “2024 10-K”), any Earnout Shares that the Original Foxx Shareholders may be entitled to receive under the Vesting Schedule were automatically forfeited, as the Company did not meet any of the vesting conditions for the fiscal year ended June 30, 2024 as provided in the Vesting Schedule. The ~~Transaction~~Earnout ~~Financing~~Shares in connection with the fiscal year ended June 30, 2025 were also forfeited automatically as the Company did not meet any of the vesting conditions for the fiscal year ended June 30, 2025 as provided in the Vesting Schedule.

In ~~consideration of market~~ ~~conditions~~addition, pursuant to ~~the~~that ~~Business~~certain ~~Combination~~amendment ~~Agreement,~~to the ~~parties~~Underwriting ~~agreed~~Agreement, toby ~~use~~and ~~commercially~~between ~~best~~EF ~~efforts~~Hutton toLLC ~~secure financing to pay transaction expense~~ and ~~working capital of New Foxx~~ACAC, ~~including~~dated ~~without~~February ~~limitation~~20, ~~a PIPE financing~~ 2024, ~~private financing~~43,125 ~~redemption waiver,~~shares ~~convertible~~of ~~debt,~~the ~~forward~~Registrant’s ~~purchase~~Common ~~agreement,~~Stock ~~backstop,~~were orissued ~~equity~~to ~~line~~EF ofHutton ~~credit~~LLC ~~(collectively,~~at the ~~“Transaction Financing”)~~Closing.

~~On June 21, 2023, Foxx Development Inc., a Texas corporation (“Foxx”), issued a promissory note (“Note 1”) to New Bay Capital Limited (“New Bay”), 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. On December 21, 2023, Foxx issued another promissory note (“Note 2”) to New Bay in the principal amount of $2 million with the same terms and conditions as Note 1.

~~In connection with the Business Combination Agreement~~Transaction and all the transaction contemplated therein (the “Business Combination”), in the spring of 2024, Foxx and ACAC reached out to New Bay to seek its interest in participating in further financing in connection with the Business Combination.Financing

~~After~~In consideration ~~negotiations~~of ~~with~~market ~~New Bay~~conditions, Onpursuant ~~March 15, 2024, Foxx and New Bay agreed~~ to anthe ~~amendment~~Business toCombination ~~Convertible Note~~ Agreement, tothe ~~amend~~parties ~~Note~~agreed 1to ~~and~~use ~~Note~~commercially 2best efforts to ~~remove~~secure ~~the~~financing ~~lock-up provisions as~~to ~~provided~~pay ~~therein~~transaction ~~and~~expense ~~allow the unpaid principal~~ and ~~accrued~~working ~~interest~~capital onof ~~Note 1 and Note 2 to convert to~~ Foxx, ~~common~~including ~~stock~~without ~~immediately prior~~limitation, ~~to the closing of the Business Combination. New Bay also subscribed for~~ a ~~new~~PIPE ~~promissory~~financing, ~~note~~private ~~(“Note 3”) in the principal~~financing, ~~amount~~redemption ofwaiver, ~~$2 million~~convertible ~~under~~debt, ~~the~~forward ~~same~~purchase ~~terms~~agreement, ~~and~~backstop, ~~conditions~~or asequity ~~amended~~line ~~Note~~of 1credit ~~and Note 2~~ (collectively, the “~~New Bay Notes~~Transaction Financing”).

On ~~March 15~~June 21, ~~2024~~2023, Old Foxx ~~and~~ ~~New~~entered ~~Bay~~into ~~amended~~a ~~the~~securities ~~terms~~purchase of agreement (the “Convertible Note Agreement 1”) ~~and~~with ~~Note~~New 2Bay ~~accordingly~~Capital ~~and~~Limited, a Hong Kong registered company (“New Bay”), and ~~subscribed~~issued ~~for~~ a ~~new~~ promissory note (“Note 31”) to New Bay in the principal amount of $2 million ~~under~~with an interest rate of 7% per annum, convertible into shares of Original Foxx Common Stock at $30.00 per share upon the listing of Original Foxx Common Stock through an initial public offering. On December 21, 2023, Old Foxx entered into another securities purchase agreement (the “Convertible Note Agreement 2”) with New Bay with the same terms and conditions as ~~amended~~the Convertible Note 1Agreement, and issued another promissory note (“Note 2”) ~~(collectively~~to “New Bay ~~Notes”)~~ in the principal amount of $2 million.

2In connection with the Business Combination Agreement and all the transaction contemplated therein (the “Business Combination”), in the spring of 2024, Old Foxx and ACAC reached out to New Bay to seek its interest in participating in further financing in connection with the Business Combination.

After negotiations with New Bay, On ~~February~~March 2015, 2024, Old Foxx and New Bay ~~introduced~~agreed ~~Foxx~~ to BRan ~~Technologies~~amendment ~~PTE,~~to ~~Ltd.~~amend ~~(“BR~~both ~~Technologies”),~~Convertible aNote ~~Singapore-based company.~~Agreement On1 ~~May 30,~~and Convertible ~~2024,~~Note ~~Foxx~~Agreement 2, ~~BR Technologies~~ and ~~Grazyna~~to ~~Plawinski~~amend ~~Limited~~Note ~~(“Grazyna”)~~1 ~~entered~~and ~~into~~Note a2, ~~securities~~by ~~purchase~~removing ~~agreement~~the ~~for~~lock-up provisions ~~issuance of~~as ~~promissory~~provided ~~notes~~therein inand allowing the ~~amount~~unpaid principal ofand upaccrued tointerest ~~$9.0 million~~on ~~with~~Note an1 ~~interest~~and ~~rate~~Note of2 7%to ~~per~~convert ~~annum~~to ~~under~~Original ~~the~~Foxx ~~same~~Common ~~terms~~Stock ~~and~~immediately ~~conditions as~~prior ~~provided~~to in the ~~New~~closing ~~Bay~~of ~~Notes~~the Business Combination. ANew ~~promissory~~Bay ~~note~~also ~~was~~subscribed ~~issued~~for bya ~~Foxx~~new topromissory BRnote (~~the~~ “Note 43”) in the principal amount of $6 2 million under ~~and~~the ~~promissory~~same ~~notes~~terms ~~issued~~and byconditions ~~Foxx~~as toamended ~~Grazyna~~Note ~~(the~~1 “and Note ~~5”)~~2 in(collectively, the ~~total~~“New ~~principal~~Bay ~~amount of $3 million on September 12, 2024~~Notes”).

~~Immediately~~On February 20, ~~prior to the Closing~~2024, ~~all~~ ~~the~~New ~~accrued~~Bay ~~and~~introduced ~~unpaid~~Old ~~principal~~Foxx ~~and~~to ~~interests~~BR onTechnologies ~~the~~PTE, ~~New~~Ltd. ~~Bay~~(“BR ~~Notes~~Technologies”), ~~Note~~a 4Singapore-based company. On May 30, ~~and Note 5 were converted into: (x) 212~~2024,~~050~~ ~~shares~~Old of Foxx, ~~common~~BR ~~stock~~Technologies ~~for~~and ~~the~~Grazyna ~~New~~Plawinski ~~Bay Notes~~Limited, a Singapore-based company (y“Grazyna”) ~~200~~,~~882~~ entered ~~shares~~into ofa ~~Foxx~~securities ~~common~~purchase ~~stock~~agreement for ~~Note~~issuance 4,of ~~and~~promissory ~~(z)~~notes ~~100,690~~in ~~share~~the amount of ~~Foxx~~up ~~common~~to ~~stock for~~$9.0 million ~~Note~~with 5,an atinterest rate ~~a price~~ of ~~$30.00~~7% per ~~share.~~annum Atunder the ~~Closing,~~same ~~all~~terms ofand ~~the~~conditions ~~converted~~as ~~shares~~provided ofin ~~Foxx~~the ~~common~~New ~~stock~~Bay ~~were~~Notes. ~~cancelled~~A inpromissory ~~exchange for~~note ~~the~~was ~~holders’~~issued ~~pro~~by ~~rata~~Old ~~share~~Foxx ofto BR (the ~~Closing~~“Note ~~Payment~~4”) ~~Shares, resulting~~ in ~~(x)~~the ~~700,473~~principal ~~shares~~amount of ~~the~~$6 ~~Registrant’s~~million ~~Common Stock~~and ~~issued~~promissory tonotes ~~New~~issued ~~Bay,~~by ~~(y)~~Old ~~663,581~~Foxx ~~shares~~to ofGrazyna (the ~~Registrant’s~~“Note 5”) ~~Common~~in ~~Stock~~the ~~issued~~total toprincipal BRamount ~~Technologies, and (z) 332,614 shares~~ of ~~the~~ ~~Registrant’s~~$3 ~~Common~~million ~~Stock~~on ~~issued~~September to12, ~~Grazyna~~2024.

~~Our~~Immediately ~~Business~~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 Original Foxx Common Stock for the New Bay Notes, (y) 200,882 shares of Original Foxx Common Stock for Note 4, and (z) 100,690 share of Old Foxx Common Stock for Note 5, at a price of $30.00 per share. At the Closing, all of the converted shares of Original Foxx Common Stock were cancelled in exchange for the holders’ pro rata share of the Closing Payment Shares using the exchange ratio of 3.3033, resulting in (x) 700,473 shares of our Common Stock issued to New Bay, (y) 663,581 shares of our Common Stock issued to BR Technologies, and (z) 332,614 shares of our Common Stock issued to Grazyna.

Founded in Texas in 2017, we are a technology innovation company in the communications sector. Since then, we have expanded our footprint to various locations in the United States, such as San Francisco, CA, Dallas, TX, Atlanta, GA, Los Angeles, CA, Miami, FL, and New York, NY, where we provide sales, retail, distribution, and after-sales support services, and engage in research and development of new customization standards and services.3

~~We provide a range of Foxx-branded products,~~Current including tablets, smartphones, wearables, and other high-quality communication terminals. Our products are priced competitively after considering various factors such as product costs, research and development investments, regulatory compliance, testing expenses, and shipping costs. Our customers are primarily third-party distributors and sales agents who sell our products in the U.S. public channels and to major carriers in the United States such as T-Mobile, AT&T, and Verizon.Products

WeOur current ~~source~~revenue ~~our~~stream ~~products~~is ~~from~~primarily ~~various~~derived ~~original~~from ~~design~~the ~~manufacturer~~sales ~~suppliers, providing~~of ~~them~~tablets ~~with detailed hardware~~ and ~~software~~smartphones. ~~specifications~~For ~~to handle~~ the ~~custom~~fiscal ~~development~~year ofended ~~our products. Once our products are manufactured~~June 30, 2025, we ~~collaborate~~achieved ~~with~~sales ~~third-party agencies~~of toapproximately ~~obtain~~8,000 ~~the~~tablets ~~required testing~~ and ~~certification~~328,000 ~~such~~smartphones assold, ~~Equipment Authorizations~~generating ~~from~~approximately ~~the~~$60.4 million ~~Federal~~in ~~Communication~~revenue. ~~Commission~~For (the ~~“FCC”)~~fiscal ~~and~~year ~~certifications~~ended ~~from~~June 30, ~~the~~2024, ~~Global~~our ~~Mobile~~sales ~~Suppliers Association. This~~reached ~~enables~~approximately ~~our~~12,000 ~~products~~tablets ~~to be compliant~~ and ~~ready~~approximately ~~for~~80,000 ~~the~~smartphones ~~market~~sold, ~~allowing~~generating a usrevenue toof ~~maintain~~approximately ~~our reputation for quality and reliability~~$3.2 million.

~~While we have generated most of our revenue from the sales of tablets~~Tablet and smartphones, we have been preparing to enter the U.S. Internet-of-Things (“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. We expect to enter these markets by adding additional features and providing related services that enable Foxx-branded devices to have IoT and MVNO capabilities. We believe this strategy will allow us to stand out among our competitors who also sell to major carriers.Products

~~Current~~We produce ~~Products~~affordable tablets to meet the diverse needs of consumers across various demographics, aligning with our goal of democratizing technology and enhancing digital inclusion for all. These tablets facilitate broader access to technology, enabling individuals from diverse economic backgrounds to enjoy the benefits of digital devices while also serving as invaluable educational aids.

~~Our~~In ~~current revenue stream is primarily derived from the sales of tablets and smartphones. For the fiscal year ended June 30,~~ 2024, we ~~achieved~~launched ~~sales~~C10 ofLTE ~~approximately 12~~tablet,~~000~~ ~~tablets~~which ~~and~~is ~~80,000~~equipped ~~smartphones~~with ~~sold, generating approximately $3.2 million in revenue. For~~ the ~~fiscal year ended June 30,~~following ~~2023,~~key ~~our sales reached approximately 491,000 tablets and approximately 76,000 smartphones sold, generating a revenue of approximately $21.62 million.~~features:

~~Tablet~~● ~~Products~~10.1-Inch HD Display: Offers vibrant visuals and ample screen real estate for immersive viewing of movies, and videos.

We● ~~produce~~MT8766 ~~affordable tablets to meet the diverse needs of consumers across various demographics, aligning with our goal of democratizing technology and enhancing digital inclusion for all~~2.0GHz ~~These~~Processor: ~~tablets~~Delivers ~~facilitate~~smooth ~~broader access to technology~~performance, ~~enabling~~allowing ~~individuals~~users ~~from diverse economic backgrounds~~ to ~~enjoy the~~seamlessly ~~benefits~~navigate ofthrough ~~digital~~apps, ~~devices~~games, ~~while~~and ~~also~~multitasking ~~serving as invaluable educational aids~~activities.

3● 4GB of RAM and 64GB of storage and 8MP + 8MP Camera Setup: Allows users to capture and store multimedia content without worrying about running out of space.

We● ~~have~~Supporting ~~recently~~802.11 ~~launched~~b/g/n/ac ~~C10 LTE~~Wi-Fi: ~~tablet,~~Provides ~~which~~fast isand ~~equipped~~reliable ~~with~~wireless ~~the~~internet ~~following~~access ~~key~~at ~~features:~~home, work, or on the go.

●Thus far, ~~10.1-Inch~~we HDhave ~~Display:~~successfully ~~Offers~~introduced ~~vibrant~~several ~~visuals~~generations of products to the market, each tailored to meet specific consumer needs and preferences. ~~ample~~This ~~screen~~strategic ~~real~~approach ~~estate~~not ~~for~~only ~~immersive~~allows ~~viewing~~us to diversify our product range but also enables us to remain agile and responsive to the evolving trends and demands of ~~movies,~~the marketplace. By continually innovating and ~~videos~~expanding our offerings, we aim to ensure that we remain at the forefront of meeting the diverse needs of our consumers.

●Mobile Phone ~~MT8766 2.0GHz Processor: Delivers smooth performance, allowing users to seamlessly navigate through apps, games, and multitasking activities.~~Products

●We are ~~4GB~~committed ofto ~~RAM~~developing ~~and~~high ~~64GB~~performance ofsmartphones ~~storage~~at ~~and~~competitive ~~8MP~~prices +to ~~8MP~~provide ~~Camera~~accessibility ~~Setup:~~for ~~Allows~~all. ~~users~~Our tofocus ~~capture~~on innovation, efficient manufacturing, and ~~store~~strategic ~~multimedia~~partnerships ~~content~~allows ~~without~~us ~~worrying~~to ~~about~~deliver ~~running~~premium ~~out~~technology ofwithout ~~space~~compromising affordability.

~~● Supporting 802.11 b/g/n/ac Wi-Fi: Provides fast and reliable wireless internet access at home, work, or on the go.~~4

~~Thus far~~In 2019, we ~~have~~launched ~~successfully introduced~~our ~~several~~MIRO ~~generations~~product ofline ~~products~~ to ~~the~~cater ~~market, each tailored~~ to ~~meet~~users ~~specific~~seeking ~~consumer~~an ~~needs~~affordable ~~and~~smartphone ~~preferences.~~with ~~This~~quality ~~strategic approach~~performance, ~~not~~which ~~only~~became ~~allows us to diversify our product range but also enables us to remain agile and responsive to the evolving trends and~~available ~~demands~~at ofMetro® by ~~the~~T-Mobile stores ~~marketplace.~~beginning ~~By continually innovating and expanding our offerings~~May 20, we2019. ~~aim~~The toMIRO ~~ensure~~phone ~~that~~is weequipped ~~remain~~with at the ~~forefront~~following ofkey ~~meeting the diverse needs of our consumers.~~features:

~~Mobile~~● ~~Phone~~Immersive ~~Products~~5.45” HD Display: Enjoy a vivid viewing experience with our immersive 5.45” HD (1280 X 640) display, great for multimedia consumption and browsing.

We● ~~are~~Large ~~committed~~Lasting toBattery: ~~developing high~~Stay ~~performance~~connected ~~smartphones~~longer atwith ~~competitive~~up ~~prices~~ to ~~provide~~10 ~~accessibility~~hours ~~for~~of ~~all.~~talking ~~Our~~time ~~focus~~and onup ~~innovation,~~to ~~efficient~~300 ~~manufacturing, and~~hours ~~strategic~~of ~~partnerships~~standby ~~allows~~time, ussupported toby ~~deliver~~a ~~premium~~large ~~technology~~2450mAh ~~without compromising affordability~~battery.

4● High-Quality Cameras: Capture life’s moments in stunning detail with the 8MP auto-focus rear camera and take brilliant selfies with the 5MP front camera.

In● ~~2019,~~Google weVoice ~~launched~~Assistant: ~~our~~Simplify ~~MIRO product~~daily ~~line~~tasks towith ~~cater~~Google toVoice ~~users~~Assistant, ~~seeking~~enabling anusers ~~affordable~~to ~~smartphone~~check ~~with~~the ~~quality performance~~weather, ~~which~~search ~~became~~for ~~available~~restaurants, atmanage ~~Metro® by T-Mobile stores beginning May 20~~tasks, ~~2019.~~control ~~The~~smart ~~MIRO~~home ~~phone~~devices, isand ~~equipped~~more with ~~the~~just ~~following~~your ~~key features:~~voice.

● ~~Immersive~~Quality ~~5.45”~~Performance: HDExperience ~~Display:~~seamless ~~Enjoy~~app aperformance ~~vivid~~and ~~viewing~~multitasking ~~experience~~capabilities with ~~our~~2GB ~~immersive~~of 5RAM.~~45”~~ HDStore ~~(1280~~photos Xand ~~640)~~music ~~display~~effortlessly with 16GB of built-in memory, ~~great~~expandable ~~for~~up ~~multimedia~~to ~~consumption~~32GB ~~and~~via ~~browsing~~a microSD card.

~~● Large Lasting Battery: Stay connected longer with up to 10 hours of talking time and up to 300 hours of standby time, supported by a large 2450mAh battery.~~5

●Since our ~~High-Quality~~launch ~~Cameras:~~of ~~Capture~~the ~~life’s~~MIRO ~~moments~~phones, we have introduced multiple product generations to the market to offer a range of options that can meet evolving consumer needs. For our current products This added product diversity caters to end-users in ~~stunning~~different ~~detail~~demographics with varying requirements, ensuring that everyone can find the ~~8MP~~ideal ~~auto-focus~~smartphone ~~rear~~solution. ~~camera~~With ~~and~~each ~~take~~new ~~brilliant~~generation, ~~selfies~~we ~~with~~aim to raise the ~~5MP~~bar in ~~front~~delivering ~~camera~~quality performance at an accessible price point, empowering users to stay connected, productive, and engaged.

● Google Voice Assistant: Simplify daily tasks with Google Voice Assistant, enabling users to check the weather, search for restaurants, manage tasks, control smart home devices, and more with just your voice.Wearables

●To ~~Quality~~complement ~~Performance:~~our ~~Experience~~smartphones, tablets, ~~seamless~~and ~~app~~the ~~performance~~IoT ~~and~~cloud ~~multitasking~~platform, ~~capabilities~~we ~~with~~are ~~2GB~~developing customization standards for a diverse range of ~~RAM~~wearable devices, including Bluetooth watches, Bluetooth bracelets, GPS watches, 4G watches, and etc. ~~Store~~We ~~photos~~are also researching for connecting wearable products with sports equipment and ~~music~~will ~~effortlessly~~work with ~~16GB~~chip ofmanufacturers, ~~built-in~~solution ~~memory~~providers, ~~expandable~~and updevice manufacturers to ~~32GB~~develop ~~via~~high-quality components aand ~~microSD~~equipment, enabling ~~card~~us to offer reliable and innovative solutions to the end-users.

5In February 2024, we partnered with a branded device Original Equipment Manufacturer (“OEM”) and started developing a 4G LTE kids smartwatch for major US Mobile Network Operator (“MNO”) and MVNO carriers. Our first generation wearable devices were launched in the first calendar quarter of 2025 through our E-Commerce channels.

~~Since our launch of the MIRO phones~~Concurrently, we have ~~introduced~~been developing ~~multiple~~our ~~product~~second ~~generations~~generation tosmartwatches ~~the~~for ~~market~~kids tothat ~~offer~~incorporate aLTE ~~range~~and ofBluetooth ~~options~~technologies. ~~that~~Once ~~can~~we ~~meet~~complete ~~evolving~~the ~~consumer needs.~~development ~~For~~and ~~our~~certification ~~current~~of the products, ~~This~~we ~~added~~expect ~~product~~to ~~diversity~~sell ~~caters~~such products to ~~end~~third-~~users~~party indistributors, ~~different~~as ~~demographics~~well ~~with~~as ~~varying~~through ~~requirements,~~open-market ~~ensuring~~retail ~~that~~and ~~everyone~~E-Commerce ~~can~~channels. ~~find~~The ~~the~~launch ~~ideal~~date ~~smartphone~~for ~~solution.~~the ~~With~~second ~~each new~~ generation, wesmartwatches ~~aim~~for tokids ~~raise~~is ~~the bar~~ in ~~delivering~~the ~~quality~~fourth ~~performance at~~calendar anquarter ~~accessible~~of ~~price point, empowering users to stay connected, productive, and engaged~~2025.

~~Target End-Users~~6

~~Our~~Smart ~~current~~Home ~~product lines are tailored to cater to the following types of end-users:~~Solutions

~~Budget~~We ~~Conscious/Practical~~expanded our business ~~Shopper:~~into ~~These~~smart ~~individuals~~home ~~are~~market ~~meticulous~~segments. ~~researchers~~In ~~who~~July ~~make~~2025, ~~informed~~we ~~decisions.~~successfully ~~They~~launched ~~seek~~our ~~practical~~first ~~tablets and~~product ~~smartphones~~“Leak toShield”, ~~seamlessly~~a ~~navigate~~smart ~~their~~water ~~daily~~leak detector ~~digital~~we ~~activities,~~developed ~~including~~through ~~browsing,~~our ~~attending~~strategic ~~online~~technology ~~lectures,~~partnership ~~messaging~~with APEC Water Systems (“APEC”), ~~social~~a premier U.S. manufacturer ~~media~~of ~~interactions,~~water ~~calls~~filtration systems. We worked closely with APEC throughout the product development process, ~~web~~bringing ~~browsing~~expertise in IoT connectivity, mobile ~~GPS~~app ~~navigation~~development, and ~~photography~~sensor integration to create the APEC Smart Water Leak Detector (SKU: SMTD-001-1PK).

~~First-Time Tablets or~~Target ~~Smartphone Users: Embodying the essence of social connectivity, these users are driven by a fear of missing out among peers. They are highly active online, engaging primarily in messaging, photo~~End-sharing, gaming, and staying updated within their social circles. Despite limited purchasing power, they aspire for visually appealing tablets phones with unique features, typically acquired through initial jobs or parental support.Users

6Our current product lines are tailored to cater to the following types of end-users:

~~Parents of First-Time Tablets~~Budget orConscious/Practical ~~Smartphone Users~~Shopper: These individuals ~~seek~~are ~~capable~~meticulous ~~yet~~researchers ~~budget-friendly tablets~~who ~~and~~make ~~smartphones~~informed ~~for~~decisions. ~~their children,~~They ~~understanding~~seek ~~the~~practical ~~importance~~tablets ofand smartphones ~~providing~~to ~~essential~~seamlessly ~~educational~~navigate ortheir daily ~~functionalities~~digital ~~without~~activities, ~~straining~~including ~~their~~browsing, ~~finances.~~attending ~~With considerable~~online ~~purchasing power in some instances~~lectures, ~~they often begin their search online~~messaging, ~~prioritizing~~social ~~terms such as “best value”~~media orinteractions, ~~“affordable”.~~calls, ~~Influenced~~web ~~significantly~~browsing, byGPS ~~pricing~~navigation, and ~~reviews, they prioritize obtaining the best value proposition for their children’s needs~~photography.

~~Strategic~~First-Time Tablets or ~~Approach~~Smartphone toUsers: ~~Sales~~Embodying the essence of social connectivity, these users are driven by a fear of missing out among peers. They are highly active online, engaging primarily in messaging, photo-sharing, gaming, and ~~Distribution~~staying updated within their social circles. Despite limited purchasing power, they aspire for visually appealing tablets phones with unique features, typically acquired through initial jobs or parental support.

~~Third~~Parents of ~~Party~~First-Time ~~Customer~~Tablets or Smartphone Users: These individuals seek capable yet budget-~~Driven~~friendly ~~Sales~~tablets and smartphones for their ~~Model~~children, understanding the importance of providing essential educational or daily functionalities without straining their finances. With considerable purchasing power in some instances, they often begin their search online, prioritizing terms such as “best value” or “affordable”. Influenced significantly by pricing and reviews, they prioritize obtaining the best value proposition for their children’s needs.

~~Since inception, we have been employing the strategy of engaging with~~Strategic ~~distributors~~Approach ~~who purchase products from us and then market our products~~ to ~~consumers~~Sales through the networks of prominent telecommunications carriers across the United States. We have been able to achieve substantial sales by working with customers who have existing relationships with prominent telecommunications carriers and can efficiently sell our products, allowing us to build presence in the market. In June 2018, we entered into a Master Agreement with T-Mobile USA, Inc., marking a pivotal expansion of our strategic alliances and direct market engagement with prominent telecommunications carriers. This collaboration exemplifies our dedication to broadening our reach and delivering sophisticated telecommunications solutions to an extensive consumer base.Distribution

~~Participation in Affordability and Accessibility~~Third ~~Support~~Party Customer-Driven Sales ~~Programs~~Model

InSince ~~addition to our customer-driven sales model~~inception, we ~~actively qualify~~have ~~for~~been ~~and~~employing ~~participate in national initiatives aimed at enhancing~~ the ~~affordability~~strategy ~~and accessibility~~ of ~~communication~~engaging ~~services for individuals~~ with ~~limited~~distributors ~~income.~~who Aspurchase aproducts ~~certified~~from ~~supplier~~us ~~for the FCC’s Lifeline~~ and ~~Affordable~~then ~~Connectivity~~market ~~Program~~our ~~(ACP),~~products weto ~~play~~consumers ~~a vital role~~through inthe ~~efforts~~networks toof ~~ensure~~prominent ~~essential~~telecommunications ~~communication~~carriers ~~services~~across ~~are~~the ~~economically accessible~~United States. ~~ACP~~We ~~programs~~have ~~provide~~been ~~subsidies~~able orto ~~discounts~~achieve onsubstantial ~~communication~~sales by ~~services~~working ~~for~~with ~~qualifying~~customers ~~individuals.~~who Byhave ~~offering~~existing ~~devices~~relationships ~~that are compatible~~ with ~~these~~prominent ~~programs,~~telecommunications wecarriers ~~were~~and ~~able~~can toefficiently ~~attract~~sell ~~more~~our ~~customers~~products, ~~who~~allowing ~~are~~us ~~eligible~~to ~~for~~build ~~subsidies,~~presence ~~thereby~~in ~~increasing~~the ~~sales~~market. We ~~were~~also ~~able~~entered tointo ~~expand~~multiple ~~our~~master ~~business~~agreements ~~and~~with ~~gain~~Mobile aVirtual ~~competitive~~Network ~~advantage~~Operators ~~in markets~~(MVNOs), ~~where~~broadening ~~affordability~~our reach and ~~accessibility~~delivering ~~are~~sophisticated ~~key~~telecommunications ~~considerations~~solutions ~~for~~to ~~consumers~~an extensive consumer base.

~~These~~Diversified ~~initiatives~~Sales underscore our commitment to societal welfare, demonstrating our endeavor to not only achieve commercial success but also positively influence community connectivity and support the needs of households for work, education, healthcare, and beyond.Approach

~~Internal~~In ~~Support~~prior years, we actively sought qualification for and participated in national initiatives aimed at enhancing the affordability and accessibility of communication services for individuals with limited income. As a certified supplier for the FCC’s Lifeline and Affordable Connectivity Program (ACP), we played a vital role in efforts to ensure essential communication services are economically accessible. Even though we continue to serve as a key supplier for the Lifeline Program, we have diversified our product offerings to target customers who are interested in other mobile devices, tablets, and IoT products. In addition, we launched our products through TikTok Shop in March 2024 and various online E-Commerce platforms such as BestBuy.com, Walmart.com, Amazon, Shein, Newegg and Mercado Libre in 2025. We have been actively expanding our presence in the digital marketplace and expect to increase our sales through a variety of leading E-Commerce channels. We believe this approach not only broadens our reach but also caters to the preferences of digital consumers, offering them convenient access to our telecommunications solutions. By integrating into various sales channels, both indirect and digital, we are committed to providing high-quality products to a wide audience, driving our growth, and enhancing our position in the competitive electronics market.

In order to maximize product accessibility across the United States, we have a team of dedicated internal sales staff and key sales agents who manage a network of hundreds of customers spread across seven major regions. In addition to managing direct partnerships with these customers, our internal sales team also collaborates with prominent telecommunications carriers, enabling our products to be available for sale online and in the physical retail stores of these carriers.7

~~Digital Presence and E-Commerce~~Internal Support

WeIn order ~~actively~~to ~~expand~~maximize ~~our~~product ~~presence~~accessibility inacross the ~~digital~~United ~~marketplace~~States, bywe ~~making our~~have ~~products~~a ~~available~~team onof ~~leading~~dedicated ~~e-commerce platforms,~~internal ~~such~~sales asstaff ~~Amazon, Walmart,~~ and ~~eBay.~~key Wesales ~~believe~~agents who ~~this~~manage ~~approach~~a ~~not~~network ~~only~~of ~~broadens our~~hundreds ~~reach~~of ~~but~~customers ~~also~~spread ~~caters~~across toseven ~~the~~major ~~preferences~~regions. ofIn ~~digital~~addition ~~consumers,~~to ~~offering~~managing ~~them~~direct ~~convenient~~partnerships ~~access~~with tothese customers, our ~~telecommunications~~internal ~~solutions. By~~sales ~~integrating~~team ~~into~~also ~~various~~collaborates ~~sales~~with ~~channels,~~prominent ~~both~~telecommunications ~~indirect and digital~~carriers, weenabling ~~are~~our ~~committed to providing high-quality~~ products to abe ~~wide~~available ~~audience,~~for ~~driving~~sale ~~our~~online ~~growth,~~ and ~~enhancing~~in ~~our~~the ~~position~~physical inretail ~~the~~stores ~~competitive~~of ~~electronics~~these ~~market~~carriers.

7Competitive Advantages

~~Competitive~~We stand ~~Advantages~~out in the competitive communications market by leveraging its foundational advantages and core operational strategies, which encompass a range of competitive strengths crucial for maintaining and enhancing Foxx’s market position:

~~We stand out in the competitive~~Geographical ~~communications~~Location ~~market by leveraging its foundational advantages~~ and ~~core~~Market ~~operational strategies, which encompass a range of competitive strengths crucial for maintaining and enhancing Foxx’s market position:~~Presence

~~Geographical~~We ~~Location~~have established a comprehensive network anchored by our key operational facilities across various strategic locations. We are headquartered in Irvine, CA, where we have established a center that integrates sales, retail and ~~Market~~distribution, ~~Presence~~and after-sale support services, and research and development of customization capabilities. The Irvine office serves as the epicenter for our research and development and sales and marketing activities, highlighting our commitment to innovation and market expansion. The Dallas, TX, and Atlanta, GA offices play instrumental roles in executing our sales and marketing initiatives and providing essential operational support. In addition, our Singapore office serves as the epicenter for both our supply chain management and our research and development efforts in Southeast Asia. This strategic distribution of roles and responsibilities across our office locations allows operational efficiency and market responsiveness.

We ~~have~~also ~~established~~maintain a ~~comprehensive~~strong ~~network~~sales ~~anchored~~presence byin ~~our~~major ~~key~~metropolitan ~~operational~~areas ~~facilities~~such ~~across~~as ~~various~~Los ~~strategic locations. We are headquartered in Irvine~~Angeles, CA, ~~where we have established a center that integrates sales~~Dallas, ~~retail and distribution~~TX, and ~~after-sale~~New ~~support services~~York, ~~and~~NY. These ~~research~~strategic ~~and development~~locations ofare ~~customization~~carefully ~~capabilities.~~selected ~~The~~to ~~Irvine~~maximize ~~office serves as the epicenter for~~ our ~~research~~market ~~and~~penetration ~~development~~ and ~~sales~~facilitate ~~and~~direct ~~marketing~~engagement ~~activities, highlighting~~with our ~~commitment~~diverse tocustomer ~~innovation and market expansion~~base. ~~Additionally,~~Through ~~the~~this geographically ~~Dallas,~~diverse TXpresence, ~~and~~we ~~Atlanta,~~offer ~~GA,~~comprehensive ~~offices play instrumental roles in executing our~~ after-sales services and ~~marketing~~tailored ~~initiatives~~solutions, ~~and~~thereby ~~providing~~reinforcing ~~essential~~our ~~operational~~commitment to ~~support.~~customer ~~This~~satisfaction ~~strategic distribution of roles~~ and ~~responsibilities~~technological ~~across~~leadership ~~our~~in ~~office~~the ~~locations~~electronics ~~allows operational efficiency and market responsiveness~~industry.

~~We also maintain a strong sales presence in major metropolitan areas~~Experienced ~~such~~Management as Los Angeles, CA, Miami, FL, and New York, NY. These strategic locations are carefully selected to maximize our market penetration and facilitate direct engagement with our diverse customer base. Through this geographically diverse presence, we offer comprehensive after-sales services and tailored solutions, thereby reinforcing our commitment to customer satisfaction and technological leadership in the electronics industry.Team

~~Experienced~~Our leadership ~~Management~~team ~~Team~~has decades of combined experience across various aspects of the communications sector, with more than 20 years of experience in major domestic and overseas electronics companies, having held leadership and management roles. Mr. Greg Foley, our Chief Executive Officer, has more than 25 years of experience in leading the sales and marketing of electronic products. Mr. James Liao, our Chief Technology Officer, has a background in electrical engineering and has been leading product innovation and development projects for more than 25 years. Mr. Haitao Cui, our Director and Executive Vice President, also has a background in electrical and engineering automation and over 25 years of experience in sales and marketing of electronics. Our experienced team comprehensively understands market dynamics, consumer demands, and technological trends. We rely on their insights and strategic decision-making to effectively navigate the complex market and to adapt and grow amidst constantly changing industry conditions.

Our leadership team has decades of combined experience across various aspects of the communications sector, with more than 20 years of experience in major domestic and overseas electronics companies, having held leadership and management roles. Mr. Greg Foley, our Chief Executive Officer, has more than 25 years of experience in leading the sales and marketing of electronic products. Mr. James Liao, our Chief Technology Officer, has a background in electrical engineering and has been leading product innovation and development projects for more than 26 years. Mr. Haitao Cui, our Director and Executive Vice President, also has a background in electrical and engineering automation and over 24 years of experience in sales and marketing of electronics. Our experienced team comprehensively understands market dynamics, consumer demands, and technological trends. We rely on their insights and strategic decision-making to effectively navigate the complex market and to adapt and grow amidst constantly changing industry conditions.8

8Build-to-Order Business Model

~~Build~~We manage our inventory and meet market demand through our build-to-~~Order~~order business ~~Business~~model. ~~Model~~Our sales begin with receiving bulk purchase orders with general product designs, specifications, and budgets from our customers, who are third-party distributors specializing in selling mobile phones and tablets to end-users through sales channels. We then provide our customers advice on adjustments and customize the products to secure the desired performance within their budget. Once the product specification is determined, we work with suppliers to build customized products that meet such our customers’ expectations. Over time, by listening to the demands and specifications of our customers, we have been able to deliver high-quality, high-performance products that our customer trust and value. Our business model allows us to effectively manage inventory costs and mitigate risks associated with changes in customer demand. We secure steady revenue from bulk purchase orders placed by the customers.

~~We manage our inventory and~~The ~~meet~~orders ~~market~~we ~~demand~~receive ~~through~~from ~~our~~customers ~~build-to-order business~~provide ~~model.~~us ~~Our sales begin~~ with ~~receiving~~a ~~bulk~~great ~~purchase~~opportunity ~~orders~~to ~~with~~understand ~~general~~market ~~product designs,~~trends ~~specifications,~~ and ~~budgets~~customer ~~from~~demand. Direct relationships with our customers, ~~who~~give ~~are~~us ~~third-party distributors~~an ~~specializing~~advantage in ~~selling~~observing ~~mobile~~the ~~phones~~changes ~~and tablets~~in tomarket ~~end-users through sales channels~~demands. WeAs ~~then~~a ~~provide~~result, ~~our~~we ~~customers~~can ~~advice~~develop onnew ~~adjustments~~models ~~and~~based ~~customize~~on ~~the~~our understanding ~~products~~of ~~to secure~~ the ~~desired~~market. ~~performance~~After ~~within~~establishing ~~their~~a ~~budget.~~market ~~Once~~presence ~~the~~through ~~product~~our ~~specification is determined~~customers, we ~~work~~can ~~with~~further ~~suppliers~~diversify toour ~~build~~revenue ~~customized~~and profit ~~products~~streams. ~~that~~We ~~meet~~take ~~such~~ our ~~customers’~~own ~~expectations.~~Foxx-branded products ~~Over~~as ~~time,~~an byinitiative ~~listening~~ to ~~the~~innovate. ~~demands~~Our ~~and~~growth ~~specifications~~strategy ofinvolves ~~our~~reaching ~~customers,~~more end-users through wemaintaining ~~have~~the ~~been~~relationship ~~able~~with tocurrent ~~deliver~~customers ~~high-quality,~~and ~~high-performance products~~cultivating ~~that~~relationship ~~our~~with ~~customer~~new ~~trust and value~~customers. ~~Our~~We ~~business~~aim ~~model allows us~~ to ~~effectively~~optimize ~~manage~~the ~~inventory~~balance ~~costs~~of liquidity, profitability, and ~~mitigate~~growth ~~risks associated~~ with ~~changes~~a infocus ~~customer~~on ~~demand.~~increasing Wethe ~~secure~~mix ~~steady~~of ~~revenue~~our ~~from bulk~~product ~~purchase~~portfolio ~~orders~~to ~~placed~~higher-margin products byand ~~the~~recurring revenue ~~customers~~streams.

~~The orders we receive from~~Research ~~customers provide us with a great opportunity to understand market trends~~ and ~~customer~~Development/Innovation demand. Direct relationships with our customers give us an advantage in observing the changes in market demands. As a result, we can develop new models based on our understanding of the market. After establishing a market presence through our customers, we can further diversify our revenue and profit streams. We take our own Foxx-branded products as an initiative to innovate. Our growth strategy involves reaching more end-users through maintaining the relationship with current customers and cultivating relationship with new customers. We aim to optimize the balance of liquidity, profitability, and growth with a focus on increasing the mix of our product portfolio to higher-margin products and recurring revenue streams.Capability

~~Research~~We have strong competitive advantages in our product design and ~~Development/Innovation~~innovation ~~Capability~~capabilities. Moreover, we have resources that allow us to outsource customized research and development capabilities as needed, thereby gaining additional insights into the market and developing more robust product design and customization standards. Our innovative product planning keeps us at the forefront of technological trends, ensuring that the company remains as the forerunner in introducing novel and high-performance products to the market.

~~We have strong competitive advantages in our product design and innovation~~Supply ~~capabilities.~~Chain Moreover, we have resources that allow us to outsource customized research and development capabilities as needed, thereby gaining additional insights into the market and developing more robust product design and customization standards. Our innovative product planning keeps us at the forefront of technological trends, ensuring that the company remains as the forerunner in introducing novel and high-performance products to the market.Management

~~Supply~~We have ~~Chain~~efficiently ~~Management~~managed our supply chain through diversification of sources, strategic partnerships, optimized logistics, and efficient inventory management, all of which have contributed to our current success. We have cultivated strong relationships with multiple suppliers in Indonesia and Southeast Asian countries. This capability enables the company to maintain a balance between supply and demand, reduce operational costs, and promptly respond to market changes, thereby enhancing competitiveness and customer satisfaction.

~~We have efficiently managed~~Quality our supply chain through diversification of sources, strategic partnerships, optimized logistics, and efficient inventory management, all of which have contributed to our current success. We have cultivated strong relationships with multiple suppliers in Indonesia and Southeast Asian countries. This capability enables the company to maintain a balance between supply and demand, reduce operational costs, and promptly respond to market changes, thereby enhancing competitiveness and customer satisfaction.Control

Quality is ~~Control~~the cornerstone of our value proposition. We implement strict quality control measures at every stage of the manufacturing process in our original equipment manufacturer factories, from material procurement to manufacturing processes and final product testing. Our commitment to quality ensures that all our products meet the highest reliability and performance standards, fostering trust and loyalty among customers and setting us apart from our competitors.

~~Quality~~These iscompetitive ~~the~~advantages contribute ~~cornerstone~~to of our ~~value~~success ~~proposition.~~and Weresilience ~~implement~~in ~~strict quality~~the ~~control~~market. ~~measures~~The atcombination ~~every stage~~ of ~~the~~experienced ~~manufacturing~~leadership, ~~process in our original equipment manufacturer factories~~innovation, ~~from~~efficient ~~material~~supply ~~procurement~~chain tomanagement, ~~manufacturing processes~~ and ~~final~~stringent ~~product testing. Our commitment to~~ quality ~~ensures~~control ~~that~~positions ~~all~~us ~~our~~as ~~products~~a ~~meet~~leader in the ~~highest~~communication ~~reliability and~~section. ~~performance~~This ~~standards,~~enables ~~fostering~~us ~~trust~~to ~~and~~deliver ~~loyalty~~exceptional value ~~among~~to customers and ~~setting~~stakeholders ~~us apart from our competitors~~alike.

~~These competitive advantages collectively contribute to our success~~Growth ~~and~~Strategies ~~resilience~~with inIoT ~~the~~Cloud ~~market.~~Platform The combination of experienced leadership, innovation, efficient supply chain management, and stringent quality control positions us as a leader in the communication section. This enables us to deliver exceptional value to customers and stakeholders alike.

~~Growth Strategies with~~ Our IoT Cloud Platform

~~Our~~We have developed a cloud platform that connects all our devices to a secure central server, creating a unified ecosystem. The platform brings significant benefits, particularly in systematized upgrades, more efficient IoT ~~Cloud~~operations, ~~Platform~~improved human-machine interactions, enhanced data analytics, and smarter decision-making.

WeThe cloud ~~are~~platform ~~developing~~is aable ~~cloud~~to ~~platform that~~streamline ~~aims~~the toupgrade ~~connect~~process ~~all~~for our devices. toCentralized acloud ~~secure~~server ~~central~~management ~~server,~~allows ~~creating~~for aefficient ~~unified~~updates, patches, ~~ecosystem.~~and ~~The~~new ~~platform~~features ~~will~~across ~~bring~~our ~~significant~~product ~~benefits~~line, ~~particularly~~ inensuring ~~systematized~~devices ~~upgrades,~~remain ~~more~~up ~~efficient~~to ~~IoT~~date ~~operations,~~with ~~improved~~the ~~human-machine interactions,~~latest ~~enhanced~~advancements ~~data~~and ~~analytics~~security measures, significantly enhancing performance and ~~smarter~~customer ~~decision-making~~satisfaction.

9We prioritize data security and reliability in designing and developing the platform because we understand that the reliability of our cloud infrastructure is the foundation for continuous service, trust, and confidence among customers. To achieve this, we plan to establish our centralized server in Irvine, CA for secured data storage and management.

The cloud platform will be able to streamline the upgrade process for our devices. Centralized cloud server management allows for efficient updates, patches, and new features across our product line, ensuring devices remain up to date with the latest advancements and security measures, significantly enhancing performance and customer satisfaction.9

WeThe platform ~~will~~facilitates ~~prioritize~~comprehensive data ~~security and~~analytics ~~reliability in designing~~ and ~~developing~~insights, ~~the~~allowing ~~platform~~users ~~because~~to wegain ~~understand~~valuable ~~that~~insights ~~the~~into ~~reliability~~their ofpersonal ~~our cloud infrastructure is the~~information ~~foundation~~and ~~for~~habits ~~continuous~~from ~~service,~~connected ~~trust,~~device ~~and~~data. ~~confidence~~These ~~among~~insights ~~customers.~~enable Toinformed ~~achieve this~~decisions, weefficient ~~plan~~operations, topersonalized ~~establish~~experiences, ~~our centralized server~~and incustomized ~~Irvine,~~solutions CAbased ~~for~~on ~~secured~~individual ~~data~~behavior ~~storage~~ and ~~management~~preferences.

~~The~~Our cloud platform ~~will~~is ~~facilitate comprehensive~~designed ~~data analytics and insights, allowing users~~ to ~~gain~~offer ~~valuable~~the ~~insights~~following into their personal information and habits from connected device data. These insights will enable informed decisions, efficient operations, personalized experiences, and customized solutions based on individual behavior and preferences.functionalities:

~~Our~~● ~~planned cloud platform is designed to offer~~ Firmware-over-the-air ~~following~~(FOTA) ~~functionalities:~~software upgrade.

● ~~Firmware-over-the-air~~Launch ~~(FOTA)~~new software ~~upgrade~~releases.

● ~~Launch~~Device ~~new~~and ~~software~~sensors ~~releases~~management.

● ~~Device~~SIM ~~and~~cards ~~sensors~~activation, provisioning and management.

● ~~SIM~~Data ~~cards~~usage ~~activation~~monitoring, ~~provisioning~~reporting and billing management.

● ~~Data~~Using ~~usage~~Application ~~monitoring,~~Programming ~~reporting~~Interfaces (API) & Software Development Kit (SDK) to integrate many device types and ~~billing~~IoT ~~management~~protocols.

● ~~Using~~Enable ~~Application~~both ~~Programming~~“upward” ~~Interfaces~~integration ~~(API)~~with &existing ~~Software~~cloud ~~Development~~service ~~Kit~~providers (~~SDK~~e.g. Amazon Web Services (AWS)) toand ~~integrate~~“downward” ~~many~~integration ~~device~~with ~~types~~3rd ~~and~~party application for various IoT ~~protocols~~verticals (e.g., smart home, healthcare, smart building, etc.).

● ~~Enable~~IoT ~~both~~data ~~“upward”~~management ~~integration~~& ~~with~~analytics ~~existing~~using ~~cloud~~artificial ~~service~~intelligence ~~providers~~ (~~e.g.~~AI) ~~Amazon~~or ~~Web~~machine ~~Services~~learning (~~AWS~~ML)) ~~and “downward” integration with 3rd party application for various IoT verticals (e~~algorithms.~~g., smart home, healthcare, smart building, etc.).~~

● ~~IoT~~Storing data ~~management~~from &production ~~analytics~~processes ~~using~~locally ~~artificial~~to ~~intelligence~~prevent ~~(AI)~~security ~~or machine learning (ML) algorithms~~breaches.

● ~~Storing~~Data ~~data~~security, ~~from~~firewall, ~~production~~cyberattack ~~processes~~alert ~~locally~~and toprevention, ~~prevent~~data ~~security breaches~~backup.

● ~~Data~~Provide ~~security,~~IoT ~~firewall,~~standard ~~cyberattack~~— ~~alert~~MATTER ~~and~~certification ~~prevention,~~(in ~~data backup~~plan).

● ~~Provide~~24x7 ~~IoT~~technical ~~standard — MATTER certification (in plan)~~support.

●This ~~24x7~~open ~~technical~~platform ~~support~~allows compatibility and interoperability with a wide range of device types, IoT protocols, and ecosystems. It not only serves as a device management platform for Foxx’s own communication terminals (such as smartphones, tablets, and IoT sensors) but also offers software development kits and application programming interfaces to other device manufacturers and third-party application developers. This design allows third-party devices and apps to integrate with our cloud platform seamlessly. Additionally, our infrastructure is designed to interact with multiple cloud providers, including Amazon Web Services, Google Cloud Platform, and Microsoft Azure. We believe that our unique model, which combines IoT modules, devices, data, the cloud platform, and services, positions us to deliver comprehensive end-to-end IoT solutions to our customers.

10We launched the first generation of our IoT cloud platform in the third calendar quarter of 2024. We allocated time and resources since the first calendar quarter of 2024 to finalize the design and setup of the cloud platform that integrates with the AWS system. The first generation of our IoT cloud platform leverages AWS cloud services and AWS IoT Core services in addition to the customized development by us to provide device management, user management, data management and security management functions.

We are designing an open platform that allows compatibility and interoperability with a wide range of device types, IoT protocols, and ecosystems. We aim to provide a device management platform for Foxx’s communication terminals (such as smartphones, tablets, and IoT sensors) and also to offer software development kits and application programming interfaces to other device manufacturers and third-party application developers. We believe this design will allow third-party devices and apps to also integrate with our cloud platform seamlessly. Additionally, our infrastructure will be designed to interact with multiple cloud providers, including Amazon Web Services, Google Cloud Platform, and Microsoft Azure. We believe that our unique model, which combines IoT modules, devices, data, the cloud platform, and services, positions us to deliver comprehensive end-to-end IoT solutions to our customers.10

We ~~have~~developed ~~been~~a ~~developing~~second ~~the first~~ generation of our IoT cloud platform, ~~since~~driven ~~February~~by ~~2024~~the vision of a much more inclusive and ~~expect~~smarter toIoT ~~launch~~platform tothat ~~the~~is ~~market~~compatible inwith ~~the~~all ~~third~~our ~~calendar~~devices and ~~quarter~~potentially ofproducts ~~2024~~from other brands. We ~~have~~This ~~been~~platform ~~allocating~~integrates ~~time~~more advanced technologies researched and ~~resources~~developed ~~since~~by Foxx, with the ~~first~~potential ~~calendar~~scalability ~~quarter~~to connect tens of ~~2024~~millions toof ~~finalize~~devices. This platform was launched to the ~~design~~market ~~and~~in ~~setup~~the fourth calendar quarter of ~~the~~2024. Our second generation IoT cloud platform ~~that~~ ~~integrates~~involves ~~with~~a ~~the~~full ~~AWS~~IoT ~~system.~~PaaS Aswith of the ~~date~~fundamental capabilities of ~~this~~device ~~prospectus~~management, control weand ~~are~~status ~~working~~management, onuser ~~final~~management, ~~integration~~access and ~~testing~~permission, and physical model management. ~~The~~It ~~first~~supports ~~generation of~~comprehensive ~~our~~and modern IoT ~~cloud~~communication protocols. In addition, the second generation IoT platform ishas ~~expected~~full toIoT ~~leverage~~SaaS ~~AWS~~capabilities ~~cloud~~with ~~services~~openness and ~~AWS~~flexibilities of integrating with different IoT ~~Core~~verticals, which enables developing customized and compatible services inon ~~addition~~multiple toprotocols ~~the~~module, vertical module, Edge module, mobile devices module, and online customized ~~development~~module. It will also provide front-end apps (Android/iOS bymobile usapps) to ~~provide~~the ~~device~~end-users to ~~management,~~manage ~~user~~and ~~management~~monitor their IoT devices, and offer multi-tenants services including data, ~~management~~notification, alert, subscription, visualization, and ~~security~~devices ~~management~~interoperable ~~functions~~services.

~~In the meantime, we plan to develop a second generation of our IoT~~Smart ~~cloud~~Home platform, driven by the vision of a much more inclusive and smarter IoT platform that is compatible with all our devices and potentially products from other brands. This platform will integrate more advanced technologies researched and developed by Foxx, with the potential scalability to connect tens of millions of devices. This platform is currently under construction and targeted to be launched to the market in the fourth calendar quarter of 2024. Our second-generation IoT cloud platform will involve a full IoT PaaS with the fundamental capabilities of device management, control and status management, user management, access and permission, and physical model management. It will support comprehensive and modern IoT communication protocols. In addition, the second-generation IoT platform will have a full IoT SaaS capabilities with openness and flexibilities of integrating with different IoT verticals, which enables developing customized and compatible services on multiple protocols module, vertical module, Edge module, mobile devices module, and online customized module. It will also provide front-end apps (Android/iOS mobile apps) to the end-users to manage and monitor their IoT devices, and offer multi-tenants services including data, notification, alert, subscription, visualization, and devices interoperable services.Solutions

~~Wearables~~Our Smart Home Solutions can be divided into three categories: Home Security, Home Safety, and Home Care. “Leak Shield”, the smart water leak detector, was the first “Home Safety” product we launched. In the “Home Security” category, we have been developing a solar-powered 4G LTE outdoor security camera and plan to launch this product in the fourth calendar quarter of 2025. To achieve the goal of offering reliable and eco-friendly surveillance solutions, Foxx has incorporated the following features into this product: 1) These cameras can operate independently of traditional power sources, making them ideal for remote areas like cabins, farms, or construction sites; 2) With the ability to connect to both Wi-Fi and 4G LTE, these cameras offer flexibility in placement and connectivity options; and 3) The integration of 4G connectivity allows for real-time data transfer and remote access, enhancing the monitoring capabilities. Our 4G LTE outdoor security camera is expected to launch in the market in the fourth calendar quarter of 2025. In the “Home Care” category, we plan to develop software applications that will integrate with our wearable products.

To ~~complement~~achieve our ~~smartphones, tablets,~~goal ~~and~~of ~~the~~becoming a ~~IoT~~“one-stop shop” ~~cloud~~for ~~platform~~smart ~~that~~home solutions, we ~~are~~source ~~developing~~products tothat ~~offer~~are ~~the~~essential ~~end-users a~~ancillary ~~fully~~devices ~~integrated~~and ~~system,~~components ~~we are developing customization~~of ~~standards for~~ a ~~diverse~~full ~~range~~smart ofhome ~~wearable~~management ~~devices,~~solution including ~~Bluetooth~~Home ~~watches~~Security, ~~Bluetooth~~Home ~~bracelets~~Safety, ~~GPS~~and ~~watches,~~Home 4GCare ~~watches,~~from ~~and~~various ~~etc~~suppliers that manufacture high-quality products. We ~~are~~will ~~also~~integrate ~~researching~~the ~~for~~appropriate ~~connecting~~modules ~~wearable~~that ~~products~~we ~~with~~will ~~sports~~develop, ~~equipment~~using ~~and~~various ~~will~~open-source AI ~~work~~algorithms ~~with~~and ~~chip manufacturers~~technologies, ~~solution~~into ~~providers,~~the ~~and~~final ~~device~~products ~~manufacturers~~we tooffer. ~~develop~~These ~~high-quality components~~products ~~and~~will ~~equipment,~~be ~~enabling~~designed us to ~~offer~~allow ~~reliable~~1) ~~and~~compatibility ~~innovative~~with other smart home management solutions we offer toand 2) connectivity with the ~~end~~rest of Foxx-~~users~~branded products.

~~In February 2024, we partnered with a branded device Original Equipment~~IoT Manufacturer (“OEM”) and started developing a 4G LTE kids smartwatch for major US Mobile Network Operator (“MNO”) and MVNO carriers. Our wearable devices are currently undergoing development, testing, and integration. Following this phase, we will commence regulatory and operator lab testing. The debut of our wearable devices is expected in ~~the fourth calendar quarter of 2024.~~Automotive

11We have been developing a 4G LTE dashcam as our first foray into the IoT in Automotive market segment. A dashcam with LTE (Long-Term Evolution) is a type of dashboard camera that is equipped with a cellular data connection. With LTE connectivity, a dashcam can provide real-time data transfer, allowing the users to view their dashcams’ live stream and remotely access their dashcams. Users can also benefit from automatic cloud uploads, which makes it easy to access their footage from anywhere. Our 4G LTE dashcam is expected to be launched in the market in the fourth calendar quarter of 2025.

~~Concurrently, we~~ We are ~~developing~~in ~~smartwatches~~the ~~for~~process ~~both~~of ~~adults~~developing ~~and~~a ~~kids that~~4G ~~incorporate~~ LTE ~~and~~jump ~~Bluetooth~~starter ~~technologies. We have entered into master service agreements with MNO~~ and ~~MVNO~~a ~~carrier~~4G ~~channels,~~LTE ~~finalized customization~~tracker ~~and specifications~~ for ~~both~~ ~~the~~commercial ~~adults~~use. ~~smartwatches~~Such ~~and~~devices ~~the~~with ~~kids~~4G ~~smartwatches.~~connection We are ~~currently on track for development~~smart, ~~inspection,~~networked ~~and~~tools ~~testing~~with ~~according~~advanced tofeatures ~~the~~like ~~project~~remote ~~milestones~~tracking, ~~as set forth in~~ over-the-air ~~master~~(OTA) ~~service~~updates, ~~agreement~~ and ~~exhibits~~fleet management. ~~Once~~Both ~~we complete the development and certification of the~~ products, weare ~~expect~~ expected to ~~sell~~be ~~such~~launched ~~products to third-party distributors, as well as through open market retail and e-commerce channels. The launch date for the smartwatches for both adults and kids is~~ in the fourth calendar quarter of ~~2024~~2025.

~~(The design of the kids watch to be launched to the market during the fourth calendar quarter of 2024)~~11

~~Health and Wellness Products~~IoT Modules

We are building a portfolio of IoT modules, which are ~~planning~~hardware toor ~~expand~~software ~~our product~~components ~~offering~~that enable devices to ~~include~~connect ~~personal~~to ~~health~~the Internet and share ~~wellness~~data with other connected devices and systems. Our ~~expansive~~portfolio ~~product~~includes ~~solution~~a ~~matrix~~wide inrange ~~the~~of ~~health~~IoT ~~and~~modules, ~~wellness~~including ~~sector~~4G LTE Cat 1 bis, ~~will~~Cat 4, ~~encompasses~~Cat aM, ~~diverse~~NB-IoT, ~~range~~5G, of5G ~~wearables~~Redcap, ~~personal~~5G ~~care~~AI, ~~products~~Bluetooth, and ~~sports~~Wi-Fi ~~equipment~~modules. ~~From~~These ~~cutting-edge health~~modules ~~monitoring~~enable the connectivity and intelligence ~~devices~~of ~~like~~IoT ~~temperature~~devices, ~~blood~~allowing ~~oxygen~~them to collect, transmit and ~~blood~~process ~~pressure~~data, ~~monitors~~and tocommunicate ~~innovative~~with inother ~~vitro~~devices ~~diagnostics~~and ~~(IVD)~~systems. ~~products~~Currently, we ~~will~~have completed bethe atdevelopment and pre-production work for the LTE Cat 1 bis, Cat 4, Cat M/NB-IoT, and Bluetooth modules and will ~~forefront~~undergo lab testing. We have launched these modules in the first calendar quarter of ~~developing~~2025. ~~prototypes~~We ~~that~~have ~~cater~~started to ~~various~~develop ~~health~~5G ~~needs~~modules, 5G Redcap modules, and 5G AI modules, which may potentially launch in the first half of 2026.

~~Our offerings will include a variety of health-focused products such~~Warranties ~~as thermometer, blood glucose meters,~~ and ~~pulse~~Customer oximeters, among others. We have developed and customized the Foxx Care App, and we are currently setting up the integration between the app and the AWS cloud platform. Some of the products will enable Bluetooth connectivity, allowing users to connect the device to the Foxx Care App and control it remotely. Currently, we have five products that are undergoing FCC and FDA certification: Thermometer, Sphygmomanometer, Blood Oximeter, Glucose Meter, and Cervical Vertebra Treatment Instrument. The manufacturing of these products is expected to commence in the fourth calendar quarter of 2024.Services

~~Additionally~~We provide a one-year warranty on its products, weoffering ~~are~~after-sales service ~~developing customization~~support ~~standards~~to dealers in two ways. Dealers can opt for direct ~~personal~~product ~~care~~replacement ~~devices~~by ~~like~~us, 8or they can choose to receive 2% after-~~electrode~~sales ~~body~~service ~~fat~~spares ~~scales,~~from ~~nutrition~~Foxx. ~~scales,~~In ~~sleep~~the ~~monitors,~~latter ~~toothbrushes~~case, our ~~neck~~customers ~~massagers,~~handle ~~smart~~after-sales service ~~jump~~to ~~ropes,~~end-users independently ~~designed~~after toexhausting ~~promote~~the ~~individual~~supplied ~~wellness~~spares, ~~and~~without ~~self-care~~further support from us.

12Competition

~~Through our commitment to innovation~~We ~~and~~believe ~~product~~the ~~excellence,~~principal wecompetitive ~~strive~~factors toimpacting ~~empower~~the ~~individuals~~market ~~to take charge of their health and well-being by offering them reliable solutions~~ for ~~a healthier lifestyle. We expect to develop customization standards that allow for IoT capabilities across~~ our ~~range of devices. This strategic initiative aims to equip our~~ products ~~with~~are ~~advanced~~features ~~connectivity~~and ~~features~~functionality, ~~enabling~~performance, ~~seamless integration into~~quality ~~the~~and ~~IoT ecosystem~~brand. ByTo ~~integrating~~maintain ~~IoT features into these products~~ and ~~connecting~~improve ~~them to~~ our ~~developing~~competitive ~~IoT platform~~position, ~~our~~we ~~devices~~must ~~will offer~~continue ~~users~~to ~~enhanced~~expand ~~functionality,~~our ~~enabling~~user ~~remote monitoring~~base, ~~data~~invest ~~analytics,~~in ~~and~~research ~~personalized insights into their health~~ and ~~wellness metrics. Through the~~ development ~~of robust customization standards~~, ~~we are dedicated to delivering cutting-edge solutions that not~~ ~~only~~grow ~~meet~~our ~~but~~distribution ~~exceed~~network, ~~the~~and ~~evolving~~leverage ~~expectations of~~ our ~~customers~~strategic ~~in the digital age~~relationships.

~~Environmental~~Our products ~~Management~~compete ~~Solutions~~with a variety of solutions providers in different market segments. Our current competitors include:

We● ~~are~~Smartphones ~~planning to expand our business into smart home~~ and ~~smart~~Tablets ~~facility~~— ~~management market segments (combined~~Motorola, to be referred to “environmental management solutions”). We are in the process of sourcing a diversified portfolio of devices and developing various modules that enable smart features on these devices. As demonstrated belowInseego, ~~we currently focus on products that target lighting~~HMD, ~~control~~TCL, ~~sensing~~Vortex, ~~and shading. We expect to dedicate additional resources to develop other products for heating~~Tinno, ~~security~~BLU, ~~entertainment~~Sky, ~~kitchen~~Maxwest, and ~~other~~Hot ~~hardware and equipment that are commonly used in commercial and residential buildings~~Pepper.

To● ~~achieve~~IoT ~~our~~Products ~~goal~~— ~~of becoming a “one-stop shop” for environmental management solutions~~Netgear, weFranklin plan to source products that are essential ancillary devices and components of a full environmental management solution from various suppliers that manufacture high-quality products. We will integrate the appropriate modules that we will developWireless, asTCL ~~described below, using various open-source AI algorithms~~ and ~~technologies into the final products we offer for environmental management solutions~~ZTE. ~~These products will be designed to allow compatibility with other environmental management solutions we offer and connectivity with the rest of Foxx-branded products.~~

13As the market for our solutions and services expands, other entrants may seek to compete with us either directly or indirectly.

~~We are currently researching and developing modules, which are hardware~~Intellectual or software components that can be integrated into products sourced from commonly available market components. By integrating these modules into the products, we will enable them to connect to the Internet and share data with other connected devices and systems. Leveraging our expertise in the IoT and Artificial-Intelligence-of-Things (“AIoT”) market, our initial focus is on developing modules that enable seamless integration with other device components, performing essential functions within IoT and AIoT systems to create fully functional IoT devices. Our approach provides flexibility to apply these modules across different components of IoT products, allowing them to contribute to an integrated smart environment system that enhances the lifestyle of end users. The projects we are focusing on at the moment are:Property

Enhancing Device Management Products with IoT Capabilities: We are developing modules that can be integrated into various building management devices, such as HVACs, cleaning devices, robotics, and IoT sensors, into one centralized system for easier management and monitoring. We will use open-sourced AI algorithms such as Linear Regression and Neural Networks to develop the modules. We expect to complete a minimum viable product by the fourth calendar quarter of 2024. We launched cleaning device related pilot projects in September 2024 and scheduled additional pilot projects in the fourth calendar quarter of 2024 to conduct market testing and gather initial feedback for future adjustments.Trademarks

Developing Digital Building Information Technologies: We are developing modules that will enable detailed digital building information in both 2D and 3D formats, which can aid both human users and AI-driven systems to understand the indoor environment and manage facilities more conveniently. We expect to achieve such technological capability by using SLAM technology for semantic mapping and creating dynamic digital representations of physical spaces. We have commenced the pilot testing in the fourth calendar quarter of 2024.

Trademarks	Registration Number	Jurisdiction	Registration Date
	5,864,015	U.S.	September 17, 2019
	6,205,214	U.S.	November 20, 2020
	87,944,543	U.S.	June 1, 2018

Modules Facilitating Task Management: We are developing modules that can connect building management devices and digital building information systems into a unified operational framework to allow real time task execution and planning supported by IoT connectivity. The modules designed to connect devices and systems will be tested in pilot programs to evaluate their application in building management devices and digital building information systems, assessing their operational efficiencies.12

~~Once we complete the development of each of the above modules, we will~~Domain conduct pilot programs and testing of such modules. These tests are expected to take place in the fourth quarters of 2024. Based on feedback from the testing, we will make product adjustments as needed. The purpose of the pilot programs and testing is to determine if all modules are fully operational and optimized based on real-world usage data. After that, we will prepare for a full commercial launch of the integrated platform in the first calendar quarter of 2025.Names

Domain		Registration Date		Expiration Date
www.foxxusa.com		August 3, 2017		August 3, 2028

~~IoT Modules~~Patents

We ~~are building a portfolio of IoT modules, which are hardware or software~~ ~~components~~do ~~that~~not ~~enable~~currently ~~devices~~have toany ~~connect~~registered ~~to the Internet and share data with other connected devices and systems~~patents. ~~Our portfolio includes a wide range of IoT modules~~However, ~~including~~our 4Gresearch ~~LTE~~and ~~Cat~~development 1team ~~bis,~~is ~~Cat 4,~~actively ~~Cat~~assessing M,our ~~NB-IoT~~customizations, 5Gspecifications, ~~5G Redcap, 5G AI, Bluetooth, and Wi-Fi modules.~~ ~~These modules enable the connectivity~~ and ~~intelligence of IoT devices, allowing them to collect, transmit and process data, and communicate with~~ other ~~devices~~technical ~~and~~expertise ~~systems. Currently, we have completed the development~~ and ~~pre~~know-~~production~~how ~~work~~currently ~~for~~protected ~~the~~as ~~LTE~~trade ~~Cat 1 bis, Cat 4, Cat M/NB-IoT, and Bluetooth modules and will undergo lab testing~~secrets. We ~~aim~~plan to ~~launch~~file ~~these~~patents ~~modules~~to insafeguard ~~the~~our ~~first calendar quarter of 2025.~~technical Weexpertise ~~have started to develop 5G modules, 5G Redcap modules,~~ and ~~5G AI modules, which may potentially launch in the second calendar quarter of 2025~~innovations.

~~Warranties~~ Research and ~~Customer Services~~Development

WeFor the ~~provide~~year aended ~~one-year~~June ~~warranty on~~30, ~~its products~~2025, ~~offering~~our ~~after-sales service~~research ~~support~~and todevelopment ~~dealers~~expenses inamounted ~~two ways. Dealers can opt for direct product replacement by us, or they can choose~~ to ~~receive~~approximately 2%$ ~~after-sales service spares from Foxx~~2. ~~In the latter case~~2 million, ~~our~~a ~~customers~~significant ~~handle~~portion ~~after-sales service to~~directed ~~end-users independently~~towards ~~after exhausting~~ the ~~supplied~~development ~~spares,~~of ~~without~~new ~~further support from us~~products.

~~Competition~~Our strategic allocation of spending in product research and development reflects our commitment to innovation and technological advancement in emerging sectors. To achieve our goals in IoT product development, we have engaged, and may continue to engage, in outsourcing collaborations with industry-leading partners, leveraging their expertise and resources to accelerate our progress and ensure the delivery of cutting-edge solutions.

We believe the principal competitive factors impacting the market for our products are features and functionality, performance, quality and brand. To maintain and improve our competitive position, we must continue to expand our user base, invest in research and development, grow our distribution network, and leverage our strategic relationships.Employees

~~Our~~As ~~products~~of ~~compete~~the ~~with~~date ~~a variety~~ of ~~solutions~~this ~~providers~~report, we inhad ~~different~~25 ~~market~~full-time ~~segments~~employees. ~~Our~~We ~~current~~believe ~~competitors~~that ~~include:~~we maintain a good working relationship with our employees, and we have not experienced any material labor disputes.

● Smartphones and Tablets — Motorola, Inseego, HMD, TCL, Vortex, Tinno, BLU, Sky, Maxwest, and Hot Pepper.

Department	Number of Employees
Customer Service		1
Sales and Marketing		5
Product Research and Testing		6
Information Technology		1
Human Resources and Administration		3
Finance		3
Operations		6
Total		25

~~● IoT Products — Netgear, Franklin Wireless, TCL and ZTE.~~Certifications

AsFor open ~~the~~ market ~~for~~products ~~our~~including ~~solutions~~ U.S. E-Commerce sites, retail stores and ~~services~~distributor ~~expands~~channels, ~~other~~etc., ~~entrants~~we ~~may~~have ~~seek~~conducted toFCC ~~compete~~and Google ~~with~~Mobile usServices ~~either~~test ~~directly~~and orobtained ~~indirectly~~corresponding certifications.

~~Intellectual Property~~ 13

~~Trademarks~~FCC certification is to ensure that an eligible electronics device only produces safe levels of radio frequency (RF). For more information, see “Government Regulation — FCC Equipment Authorization” below.

Trademarks	Registration Number	Jurisdiction	Registration Date
	5,864,015	U.S.	September 17, 2019
	6,205,214	U.S.	November 20, 2020
	87944543	U.S.	June 1, 2018

GMS refers to a selected array of Google proprietary applications and services that embody the company’s core values (such as Chrome, Gmail, YouTube, Maps, PlayStore, etc.). Android devices need the GMS certification to run all the Google proprietary applications, without which, the device will not be able to operate any of these applications.

15Government Regulation

~~Domain~~FCC Equipment ~~Names~~Authorization

Domain		Registration Date		Expiration Date
www.foxxusa.com		August 3, 2017		August 3, 2028

In the United States, the FCC regulates RF devices. RF devices, including components used in cell phones, routers, and other devices we sell, are devices capable of emitting radio frequencies by radiation, conduction, or other means. An RF device being imported, marketed, or used in the United States is subject to the equipment authorization requirements established by the FCC and cannot be imported, marketed, or used without complying with such requirements. Equipment authorization requirements are intended to ensure that RF devices comply with the FCC’s emissions, power level, and other technical rules.

~~Patents~~FCC Covered List

WePursuant to dothe ~~not~~Secure ~~currently~~and ~~have~~Trusted ~~any~~Communications ~~registered~~Networks ~~patents. However~~Act of 2019, ~~our~~the ~~research~~FCC created and maintains a list (Covered List) of telecommunications services and ~~development~~equipment ~~team~~that ispose ~~actively~~an ~~assessing~~unacceptable ~~our~~risk ~~customizations,~~to ~~specifications~~the national security of the United States. The FCC periodically updates the Covered List, and ~~other~~companies ~~technical~~that ~~expertise~~appear on the Covered List are subject to change based on the security determinations of the FCC and ~~know-how~~other U.S. ~~currently protected~~Federal asagencies ~~trade~~with ~~secrets~~which the FCC works. WeCategories ~~plan~~of toequipment ~~file~~made ~~patents~~by tocompanies, ~~safeguard~~including ~~our~~equipment ~~technical~~manufactured by ~~expertise~~their ~~and~~subsidiaries ~~innovations~~or affiliates, on the Covered List cannot be authorized in the United States.

~~Research and Development~~Environmental Matters

~~For~~Our facilities ~~the~~and ~~year~~operations, ~~ended~~in ~~June 30,~~common ~~2024,~~with those of our ~~research~~industry in general, are not subject to domestic or international laws and ~~development~~regulations ~~expenses~~designed ~~amounted~~to environmental protections. We have always been dedicated to ~~$91,168,~~environmental protection. With a ~~significant~~steadfast ~~portion~~commitment ~~directed~~to ~~towards~~sustainable development, the ~~development~~brand prioritizes environmentally friendly materials in the composition, manufacturing processes, and design of 5Gits products. ~~development~~It adopts eco-friendly manufacturing processes, showcasing innovative designs that emphasize a low carbon footprint, green practices, and energy efficiency principles. Each product embodies our comprehensive approach, seamlessly integrating environmental values into material selection, production techniques, and overall design philosophy.

Our strategic allocation of spending in product research and development reflects our commitment to innovation and technological advancement in emerging sectors. To achieve our goals in IoT product development, we have engaged, and may continue to engage, in outsourcing collaborations with industry-leading partners, leveraging their expertise and resources to accelerate our progress and ensure the delivery of cutting-edge solutions.14

~~Facilities~~ITEM 1A. RISK FACTORS

~~Our~~Not ~~facilities~~applicable ~~are leased from independent third parties. The lease terms range from 1~~ to ~~3 years,~~smaller ~~with~~reporting ~~the option to renew upon expiration~~companies. ~~We believe our current facilities are generally sufficient for our present needs. However, we anticipate seeking additional space to accommodate future growth.~~

Location

Square Footage

Purpose (Office or Manufacturing)

Lease Expiration Date

Monthly Payments

Irvine, CA

1548

Flex Space

09/30/2026

3,653.28

Alpharetta, GA

300

Office

08/04/2024

500.00

Duluth, GA

500

Warehouse

07/31/2024

100.00

ITEM 1B. UNRESOLVED STAFF COMMENTS

~~Employees~~ Not applicable.

~~As of the date of this report, we had 25 full-time~~ITEM ~~employees~~1C. ~~We believe that we maintain a good working relationship with our employees, and we have not experienced any material labor disputes.~~CYBERSECURITY

Department	Number of Employees
Customer Service		1
Sales and Marketing		8
Product Research and Testing		4
Information Technology		3
Human Resources and Administration		4
Finance		5
Total		25

Risk Management

~~Certifications~~In connection with the Closing, on September 24, 2024, our Board of Directors approved our Cybersecurity Incident Response Policy (the “Cybersecurity Policy”), We have integrated the processes as described in the Cybersecurity Policy into our overall risk management systems and processes According to the Cybersecurity Policy, we routinely assess material risks from cybersecurity threats that may result in adverse effects on the confidentiality, integrity, or availability of our information systems or any information residing therein.

~~For~~Pursuant to ~~open~~the ~~market~~Cybersecurity ~~products~~Policy, ~~including~~we ~~U.S.~~conduct ~~e-commerce sites~~periodic risk assessments to identify cybersecurity threats, ~~retail~~as well as assessments in the event ~~stores~~of ~~and~~a ~~distributor~~material ~~channels,~~change ~~etc~~in our business practices that may affect information systems that are vulnerable to such cybersecurity threats. These risk assessments include identification of reasonably foreseeable internal and external risks, wethe ~~will~~likelihood ~~conduct~~and ~~FCC~~potential damage that could result from such risks, and ~~Google~~the ~~Mobile~~sufficiency ~~Services~~of ~~test~~existing policies, procedures, systems, and ~~obtained~~safeguards ~~corresponding~~in ~~certifications~~place to manage such risks.

16Following these risk assessments, we re-design, implement, and maintain reasonable safeguards to minimize identified risks, reasonably address any identified gaps in existing safeguards, and regularly monitor the effectiveness of our safeguards. We devote significant resources and designate high-level personnel, including our Chief Technology Officer (“CTO”), James Liao, to manage the risk assessment and mitigation process.

~~FCC~~We may ~~certification~~engage isconsultants ~~to ensure~~and ~~that~~other anthird ~~eligible~~parties ~~electronics~~as ~~device~~needed ~~only~~in ~~produces~~connection ~~safe~~with ~~levels~~our ofrisk ~~radio~~assessment ~~frequency~~policies ~~(RF)~~and processes. ~~For~~These ~~more~~service providers ~~information~~assist us to design and implement our cybersecurity policies and procedures, ~~see~~as ~~“Government Regulation — FCC~~well ~~Equipment~~as ~~Authorization”~~to ~~below~~monitor and test our safeguards.

~~GMS refers to a selected array~~We ofrequire ~~Google~~third-party ~~proprietary~~service ~~applications~~providers ~~and~~to ~~services~~certify ~~that~~their ~~embody~~ability ~~the~~to ~~company’s~~implement ~~core~~and ~~values~~maintain ~~(such~~appropriate assecurity ~~Chrome~~measures, ~~Gmail,~~consistent ~~YouTube,~~with all ~~Maps,~~applicable ~~PlayStore~~laws, ~~etc.).~~ ~~Android~~to ~~devices~~implement ~~need~~and ~~the~~maintain ~~GMS~~reasonable ~~certification~~security tomeasures ~~run~~in ~~all~~connection ~~the~~with ~~Google~~their ~~proprietary~~work ~~applications~~with us, ~~without~~and ~~which,~~to ~~the~~promptly ~~device~~report any ~~will~~suspected ~~not~~breach ~~be able~~of totheir ~~operate~~security ~~any~~measures ofthat ~~these~~may ~~applications~~affect the Company.

~~Government~~As part ~~Regulation~~of our overall risk management strategies, we also conduct cybersecurity trainings for personnel at all levels and in all departments.

~~FCC Equipment Authorization~~ Governance

InOne of the ~~United States, the~~key ~~FCC~~functions ~~regulates~~of RFour ~~devices.~~Board RFof ~~devices,~~Directors ~~including~~is ~~components~~informed ~~used~~oversight inof ~~cell~~our ~~phones,~~risk ~~routers~~management process, ~~and~~including ~~other~~risks ~~devices~~from wecybersecurity threats. ~~sell,~~Our ~~are~~Board ~~devices capable~~ of ~~emitting~~Directors ~~radio~~is ~~frequencies~~responsible byfor ~~radiation,~~monitoring ~~conduction,~~and orassessing ~~other~~strategic ~~means.~~risk ~~An RF device being imported~~exposure, ~~marketed,~~and orour ~~used~~executive inofficers ~~the~~are ~~United States~~responsible isfor ~~subject~~the day-to-day ~~the~~management ~~equipment~~of ~~authorization~~the ~~requirements~~material ~~established~~risks bywe ~~the~~face. ~~FCC~~Our ~~and~~Board ~~cannot~~of beDirectors ~~imported,~~administers ~~marketed,~~its orcybersecurity ~~used~~risk ~~without~~oversight ~~complying~~function ~~with~~primarily ~~such~~through ~~requirements~~the Audit Committee. ~~Equipment~~Our ~~authorization~~CIO ~~requirements~~provides ~~are~~periodic ~~intended~~briefings to ~~ensure~~the ~~that~~Audit RFCommittee ~~devices~~regarding ~~comply~~our ~~with~~cybersecurity ~~the~~risks ~~FCC’s~~and activities, ~~emissions~~including any recent cybersecurity incidents and related responses, cybersecurity policies and procedures, activities of ~~power~~third ~~level~~parties, and ~~other~~the ~~technical rules~~like.

~~FCC Covered List~~15

~~Pursuant to the Secure and~~Our ~~Trusted~~CTO, ~~Communications~~James ~~Networks Act of 2019~~Liao, ~~the FCC created~~ and ~~maintains~~senior avice ~~list~~president ~~(Covered List)~~ of ~~telecommunications services and equipment that pose an unacceptable risk to~~ the ~~national~~Operating ~~security~~Subsidiary, ofRuobing ~~the~~Yu, ~~United States.~~constitute ~~The~~our ~~FCC~~cybersecurity ~~periodically~~incident ~~updates the Covered~~management ~~List,~~team and ~~companies~~are ~~that~~primarily ~~appear~~responsible onto ~~the~~assess ~~Covered~~and ~~List~~manage ~~are~~our ~~subject~~material torisks ~~change~~from ~~based~~cybersecurity onthreats. ~~the~~Our ~~security~~CTO ~~determinations~~has ofover ~~the~~25 ~~FCC~~years ~~and~~in ~~other U.S. Federal~~consumer ~~agencies~~electronics ~~with~~and ~~which~~telecommunication ~~the~~sectors ~~FCC~~and ~~works.~~has ~~Categories~~a ofprofessional ~~equipment~~background ~~made~~in bycomputer ~~companies,~~science ~~including~~and ~~equipment~~engineering, ~~manufactured~~which byenables ~~their~~him ~~subsidiaries or~~to ~~affiliates,~~oversee onour ~~the~~IT ~~Covered~~systems ~~List cannot be authorized in the United States~~efficiently.

~~Environmental~~As part ~~Matters~~of the executive team reporting to the Board, our CTO oversees our cybersecurity policies and processes, including those described in “Risk Management” above. The processes by which our CTO is informed of and monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents include log review from IT and operations teams or reports received from network systems and applications if any unusual activity occurs, such as email system notification of items opened that could be malicious.

~~Our facilities and operations, in common with those of our industry~~ITEM ~~in general, are not subject to domestic or international laws and regulations designed to environmental protections~~2. we have always been dedicated to environmental protection. With a steadfast commitment to sustainable development, the brand prioritizes environmentally friendly materials in the composition, manufacturing processes, and design of its products. It adopts eco-friendly manufacturing processes, showcasing innovative designs that emphasize a low carbon footprint, green practices, and energy efficiency principles. Each product embodies our comprehensive approach, seamlessly integrating environmental values into material selection, production techniques, and overall design philosophy.PROPERTIES

~~Legal~~Our ~~Proceedings;~~corporate ~~Product~~headquarters ~~Liability~~are located in 15375 Barranca Parkway C106, Irvine, CA. Our facilities are leased from independent third parties. The lease terms range from 1 to 7 years, with the option to renew upon expiration. We believe our current facilities are generally sufficient for our present needs.

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. Currently, we are not a party to any material legal proceedings or subject to any material claims. The results of any future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

Location

Square Footage

Purpose (Office or
Manufacturing)

Lease
Expiration
Date

Monthly
Payments

Irvine, CA

1,548

Flex Space

09/30/2026

3,653.28

San Diego, CA

2,800

Office

05/31/2031

3605.00

Alpharetta, GA

300

Office

02/14/2026

591.25

17ITEM 3. LEGAL PROCEEDINGS

~~ITEM~~From time 1Ato time, we may be subject to legal proceedings and claims in the ordinary course of business. ~~RISK~~Currently, ~~FACTORS~~we are not a party to any material legal proceedings or subject to any material claims, except as disclosed below.

~~In evaluating~~On ~~our~~November ~~business~~22, ~~careful~~2024, ~~consideration~~Ximena ~~should~~Semensato be(the ~~given~~“Plaintiff”) filed toSemensato ~~the~~v. ~~following~~Foxx ~~risk~~Development ~~factors~~Holdings Inc., inet ~~addition~~al., toNo. ~~the~~2024-1200 ~~other~~(Del. ~~information~~Ch. ~~set forth~~Ct.), ina ~~this~~class ~~Annual~~action ~~Report~~complaint ~~and~~(the “Complaint”) in ~~other~~Delaware ~~documents~~Chancery ~~that~~Court we(the ~~file~~“Court”) ~~with~~against the ~~SEC.~~Company Anand ~~investment~~certain in“Individual ~~our~~Defendants” ~~securities~~(“Joy” Yi ~~involves~~Hua, aHaitao ~~high~~Cui, ~~degree of~~“Jeff” ~~risk.~~Feng ~~You~~Jiang, ~~should~~“Eva” ~~carefully~~Yiqing ~~consider~~Miao ~~the~~and ~~risks~~Edmund ~~described~~R. ~~below~~Miller) ~~before~~(the ~~making~~“Action”). anThe Plaintiff ~~investment~~seeks ~~decision.~~declaratory ~~Our~~relief ~~business,~~under ~~prospects,~~provisions ~~financial condition~~of orthe ~~operating~~Delaware ~~results~~General ~~could~~Corporation beLaw ~~harmed~~relating byto ~~any~~a waiver of ~~these~~the ~~risks,~~corporate asopportunity doctrine ~~well~~that asis ~~other~~contained ~~risks~~in ~~not~~the ~~currently~~Company’s ~~known~~Amended toand usRestated orCertificate ~~that~~of ~~we currently consider immaterial~~Incorporation. The ~~trading~~Company ~~price~~and each of ~~our~~the ~~securities~~Individual Defendants ~~could~~denied ~~decline~~any ~~due~~and toall ~~any~~wrongdoing ofalleged ~~these~~in ~~risks,~~the ~~and~~Complaint. However, asto aavoid ~~result,~~the ~~you~~cost ~~may~~and ~~lose~~distraction ~~all~~of litigation, the directors orof ~~part~~the board of ~~your~~the ~~investment.~~Company ~~Additional~~determined ~~risks~~that ~~and~~it ~~uncertainties~~was ~~not~~advisable ~~presently~~and ~~known~~in tothe usbest orinterests ~~that~~of wethe ~~currently~~Company ~~deem~~and ~~immaterial~~its ~~may~~stockholders ~~also~~to amend Article ~~impair~~X ~~our~~of ~~business~~the ~~operations.~~Charter ~~This~~(the ~~Annual~~“Amendment”). ~~Report~~The ~~also~~Board ~~contains~~approved ~~forward-looking~~and ~~statements~~adopted ~~that~~the ~~involve~~Second ~~risks~~Amended and ~~uncertainties.~~Restated ~~Our~~Certificate of Incorporation ~~actual~~of ~~results~~the ~~could~~Company ~~differ~~(the ~~materially~~“Amended ~~from~~Charter”), ~~those~~and ~~anticipated~~was inplanning for the ~~forward-looking~~Amendment ~~statements~~to asbe asubmitted ~~result~~to ofthe astockholders ~~number~~ of ~~factors,~~the ~~including~~Company for adoption and approval at the ~~risks~~next ~~described~~annual ~~below.~~meeting ~~Certain~~of ~~statements~~stockholders inwith ~~this~~the ~~“Risk~~Board’s ~~Factors”~~recommendation ~~section~~that the Amendment be approved ~~are~~and ~~forward-looking~~adopted ~~statements.~~by ~~See~~the ~~“Forward~~stockholders ~~Looking~~of ~~Statements~~the Company.”

~~Risks~~On ~~Related~~March 3, 2025, after the Plaintiff was advised of the Board’s approval of the Amended Charter, the Plaintiff filed a notice of voluntary dismissal of the Action as moot, which the Court approved by order dated March 4, 2025. Believing that the swift resolution of the Action was in the best interests of and benefit to ~~Our~~the ~~Business~~Company, and without admitting the allegations Plaintiff made in the Complaint, the Company agreed to pay $85,000 (the “Mootness Fee,” inclusive of a $500 service award to Plaintiff) to Plaintiff’s counsel to resolve the anticipated application by Plaintiff’s counsel for an award of attorneys’ fees and ~~Operations~~reimbursement of expenses. The Court has not and will not pass judgment on the amount of the Mootness Fee.

WeThe results ~~participate~~of inany afuture ~~competitive~~litigation ~~industry. Competitors~~cannot ~~with~~be ~~greater~~predicted ~~resources~~with certainty, and ~~significant~~regardless ~~experience~~of ~~in high-volume product~~the ~~manufacturing~~outcome, ~~may~~litigation becan ~~able~~have toan ~~respond~~adverse ~~more~~impact ~~quickly~~on ~~and cost-effectively than~~us webecause ~~can~~of todefense ~~new~~and orsettlement ~~emerging~~costs, ~~technologies~~diversion ~~and~~of ~~changes~~management inresources, ~~customer~~and ~~requirements~~other factors.

~~We face significant competition~~ITEM ~~in developing and selling consumer electronics and IoT solutions in the communication sector~~4. ~~Our~~MINE ~~primary~~SAFETY competitors for smartphones and tablets products include Motorola, Inseego, HMD, TCL, Vortex, Tinno, BLU, Sky, Maxwest, and Hot Pepper. Our expected competitors for IoT products are Netgear, Franklin Wireless, TCL and ZTE. We cannot assure you that we will be able to compete successfully against current or future competitors. Increased competition in mobile computing platforms, data capture products, or related accessories and software developments may result in price reductions, lower gross profit margins, and loss of market share, and could require increased spending on research and development, sales and marketing, and customer support. Some competitors may make strategic acquisitions or establish cooperative relationships with suppliers or companies that produce complementary products, which may create additional pressures on our competitive position in the marketplace.DISCLOSURES

~~Most of our competitors have~~Not ~~longer operating histories, greater name recognition, larger customer bases and significantly greater financial, technical, sales, marketing and other resources and experience than we do~~Applicable. In addition, because of the higher volume of components that many of our competitors purchase from their suppliers, they are able to keep their supply costs relatively low and, as a result, may be able to recognize higher margins on their product sales than we do. Many of our competitors may also have existing relationships with the channel partners who we use to sell our products, or with our potential customers. This competition may result in reduced prices, reduced margins and longer sales cycles for our products. Our competitors may also be able to more quickly and cost-effectively respond to new or emerging technologies and changes in customer requirements. The combination of brand strength, extensive distribution channels and financial resources of the larger vendors could cause us to lose market share and could reduce our margins on our products. If any of our larger competitors were to commit greater technical, sales, marketing and other resources to our markets, our ability to compete would be adversely impacted. If we are unable to successfully compete with our competitors, our sales will suffer and as a result our financial condition will be adversely impacted.

We have a relatively short operating history which may not be indicative of our future performance or financial results and if our revenue and earnings growth are not sustainable, we may not be able to generate the earnings necessary to fund our operations, continue to grow our business or repay our debt obligations.16

~~Our relatively short operating history may not be indicative of our~~PART future performance or financial results. There is no assurance that we will be able to grow our revenues and earnings in future periods. Our growth rates may decline for any number of possible reasons, and some of them are beyond our operating entity’s control, including decreasing customer demand, increasing competition, emergence of alternative business models, or changes in government policies or general economic conditions. We expect to continue to expand our sales network and product offerings to bring greater convenience to our customers and to increase our customer base and number of transactions. However, the execution of our expansion plan is subject to uncertainty and the total number of items sold and number of transacting customers may not grow at the rate we expect for the reasons stated above. If our growth rates decline, investors’ perceptions of our business and prospects may be adversely affected and the market price of our Common Stock could decline accordingly.II

~~We currently rely and may continue to rely~~ITEM ~~on a limited number of third-party suppliers to produce our products~~5. IfMARKET ~~these~~FOR ~~parties~~REGISTRANT’S doCOMMON ~~not produce our products at a satisfactory quality~~EQUITY, in aRELATED ~~timely~~STOCKHOLDER ~~manner,~~MATTERS inAND ~~sufficient~~ISSUER ~~quantities~~PURCHASES orOF atEQUITY ~~an acceptable cost, our sales and development efforts could be delayed or otherwise negatively affected.~~SECURITIES

~~During the COVID-19 pandemic, we selectively concentrated our~~Market resources on our tablet and mobile phone products, as they held the strongest market potential and revenue generation capability due to the increased demand for these products when remote work and online classes became more prevalent. Additionally, our customers, who are the distributors of our products, were willing to pay in full before manufacturing and delivery. Under our build-to-order business model, once we determine the product specifications of our customers, we work with suppliers, who are original equipment manufacturers, for the production of our products. To fulfill customer orders, we place purchase orders with suppliers, specifying the item description, quantity, and price of the products. We pay approximately 20% of the total purchase price upfront and the remaining balance upon shipment. We do not have short-term or long-term agreements with our suppliers and just rely on purchase orders. Because we had limited product lines, consisting mainly of our tablet and mobile phone products during the year ended December 31, 2023, we relied on a limited number of suppliers to fulfill our manufacturing needs. For the year ended June 30, 2024, three suppliers accounted for 49%, 31% and 18% of the Company’s total purchases. For the year ended June 30, 2023, one supplier accounted for 100% of the Company’s total purchases. Information

18Our Common Stock and Public Warrants are traded on Nasdaq under the symbols “FOXX” and “FOXXW,” respectively.

Now that the COVID-19 pandemic has ended, if we continue to have limited product lines, we may continue to rely on a limited number of suppliers for the products we plan to launch. As of the date of this prospectus, we have begun changing our business strategy from relying on a limited number of suppliers to expanding the number of suppliers and lowering supplier concentration by actively increasing our business scale and expanding our product lines. We have added seven new suppliers to manufacture additional product lines to meet evolving customer demand.Stockholders

~~We carefully select suppliers capable~~ As of ~~meeting~~October ~~our~~13, ~~customization~~2025, ~~requirements while maintaining~~ the ~~quality~~numbers ~~standards~~of werecord ~~demand~~holders ~~and adhering to the desired timeframe for product launches. Although there are numerous suppliers~~ of ~~comparable quality worldwide, any disruptions to~~ our ~~current supply chain~~ ~~could~~Common ~~lead~~Stock ~~to production delays~~ and ~~necessitate~~Public ~~the~~Warrants ~~allocation~~were of4 ~~time~~ and ~~resources~~2, ~~for engaging with new suppliers. Additionally~~respectively, ~~transitioning to~~not ~~new~~including ~~suppliers~~beneficial ~~may~~holders ~~require~~whose ~~extra~~securities ~~time~~are toheld ~~communicate~~in ~~our~~street ~~customization needs effectively or to make adjustments to meet our specifications~~name. ~~Our reliance on a limited number of suppliers to manufacture our future products may present significant risks to us, including the following:~~

~~● reduced control over delivery schedules, yields and product reliability;~~Dividends

●We ~~price~~have ~~increases;~~never declared or paid cash dividends on our capital stock. We do not anticipate declaring or paying, in the foreseeable future, any cash dividends on our capital stock. We intend to retain all available funds and future earnings, if any, to fund the development and expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable future. Any future determination regarding the declaration and payment of dividends, if any, will be at the discretion of our Board of Directors, subject to applicable laws, and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects and other factors our Board of Directors may deem relevant.

●In addition, ~~manufacturing~~our ~~deviations~~ability ~~from~~to ~~internal~~pay ~~and~~cash ~~regulatory~~dividends ~~specifications;~~on our capital stock in the future may be limited by the terms of any future debt, issued preferred securities, or any credit facility agreements.

●Securities Authorized ~~the failure of a key manufacturer to perform as we require~~ for ~~technical,~~Issuance ~~market~~under orEquity ~~other~~Compensation ~~reasons;~~Plans

●Pursuant to ~~difficulties~~the inBusiness ~~establishing~~Combination ~~additional~~Agreement, ~~manufacturer~~the ~~relationships~~board ifof wedirectors ~~are~~of ~~presented~~Purchaser, ~~with~~and ACAC, as the ~~need~~sole tostockholder ~~transfer~~of ~~our~~Purchaser, ~~manufacturing~~adopted ~~process~~and approved ~~technologies~~a to2024 ~~them;~~Equity Incentive Plan (the “Incentive Plan”), which became effective upon the Closing.

●The Incentive ~~misappropriation~~Plan ofis administered by the plan administrator, who is our ~~intellectual~~Board ~~property;~~of Directors or a committee that the 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 ~~other~~number ~~risks~~of inshares ~~potentially~~of ~~meeting~~Common Stock equal to 20% of the outstanding shares of our ~~product~~Common ~~development~~Stock ~~schedule~~at orthe ~~satisfying~~Closing, will be available for grant under the ~~requirements~~Incentive Plan. As of ~~our~~the ~~market~~date ~~partners~~of this Annual Report, ~~distributors~~1,454,019 ~~direct~~shares of ~~customers~~our ~~and~~Common ~~end~~Stock ~~users~~became authorized for issuance under the Incentive Plan.

~~If we need to enter into agreements~~Recent ~~for~~Sales ~~the manufacturing~~ of ~~our~~Unregistered ~~future products, there can be no assurance we will be able to do so on favorable terms, if at all.~~Securities

There could be a significant disruption in the supply of components from current sources or, in the event of a disruption, our contract manufacturers might not be able to locate alternative suppliers of materials of comparable quality at an acceptable price or at allNone. Further, our unaffiliated contract manufacturers have experienced and may continue to experience in the future, unexpected increases in work wages, whether government mandated or otherwise and increases in compliance costs due to governmental regulation concerning certain metals used in the manufacturing of our products. In addition, we cannot be certain that our unaffiliated manufacturers will be able to meet our product customizations or fill our orders in a timely manner. If we experience significant increases in demand, or reductions in the availability of materials, or need to replace an existing manufacturer, there can be no assurance additional supplies of components or additional manufacturing capacity will be available when required on terms acceptable to us, or at all, or that any supplier or manufacturer would allocate sufficient capacity to us in order to meet our product customizations. In addition, even if we are able to expand existing or find new manufacturing or sources of components, we may encounter delays in production and added costs as a result of the time it takes to train suppliers and manufacturers in our methods, products, quality control standards and labor, health and safety standards. Any delays, interruption or increased costs in labor or wages, or the supply of materials or manufacture of our products could have an adverse effect on our ability to meet retail customer and consumer demand for our products and result in lower revenues and net income both in the short- and long-term.

~~Because independent manufacturers~~Purchases ~~make all~~ of ~~our~~Equity ~~products~~Securities ~~outside of our principal sales markets, our products must be transported~~ by ~~third parties over large geographic distances. Delays in~~ the ~~shipment~~Issuer ~~or delivery of our products due to the availability of transportation, work stoppages, port strikes, infrastructure congestion or other factors,~~ and ~~costs~~Affiliated and delays associated with consolidating or transitioning between manufacturers, could adversely impact our financial performance. In addition, manufacturing delays or unexpected demand for our products may require us to use faster, but more expensive, transportation methods such as air freight, which could adversely affect our profit margins. The cost of oil is a significant component in manufacturing and transportation costs, so increases in the price of petroleum products can adversely affect our profit margins. Changes in U.S. trade policies, including new and potential changes to import tariffs and existing trade policies and agreements, could also have a significant impact on our activities in foreign jurisdictions, and could adversely affect our results of operations. The Ukraine war, Israel-Hamas war, inflationary trends, shifts in consumer purchasing patterns, availability of transport, labor shortages in the shipping, trucking, and warehousing industries, port strikes, infrastructure congestion, equipment shortages and other factors have all contributed to delivery delays, greater costs and uncertainty in arranging and scheduling transport of our products. If we are unable to reliably and consistently arrange shipment and storage of our products, we may be unable to ship, deliver and store our products in which case, we will have to reverse sales and issue refunds to purchasers of our products. Supply chain disruptions, both domestic and international, have adversely impacted our operations. Continued disruptions in our supply chain and adverse consequences from aggressive trade policies could have a material adverse impact on our profitability and financial performance.Purchasers

19None.

~~We currently rely on a limited number of~~ITEM ~~third-party distributors and sales agents for the distribution of our current products and may continue to depend on them for future products~~6. If we are unable to establish successful relations with third-party distributors or sales agents, or such third-party distributors or sales agents do not focus adequate resources on selling our products or are otherwise unsuccessful in selling them, sales of our products may not develop.[Reserved]

Currently, our customers are third-party distributors and sales agents who purchase products from us and then market our products to end-users across the United States. Under our build-to-order business model, our sales and distribution process begins with our customers placing purchase orders with us and specifying item description, quantity, and price of the products purchased. Subsequent to our customers paying a deposit of 15% to 20% of the total purchase price under the purchase order, we place purchase orders with suppliers to produce products that meet the specifications of our customers. We hold title to the manufactured products until the customer pays the full purchase price. We have the right to retake possession and resell the products if the customer default on the purchase order. Upon delivering the products to the customers, we receive the remaining 80% to 85% of the total purchase price. We do not have short-term or long-term agreements with our customers and just rely on purchase orders.17

~~These distributors have established relationships with leading telecommunications~~ITEM ~~carriers, and we have been relying on their connections, relationships, and market knowledge to effectively promote our products, enabling us to establish a strong presence in the market~~7. Due to the reduced manufacturing capacity during the COVID-19 pandemic and the concentrated market demand for mobile phones and tablet products, we had been offering such products to a limited number of third-party distributors who demonstrated a strong intent to buy and were willing to offer more appealing payment terms. For the year ended June 30, 2024, three customers accounted for 41%, 29% and 16% of the CompanyMANAGEMENT’sS ~~total~~DISCUSSION ~~revenues.~~AND ~~For~~ANALYSIS ~~the~~OF ~~year~~FINANCIAL ~~ended~~CONDITION ~~June~~AND ~~30,~~RESULTS ~~2023,~~OF one customer accounted for 100% of our total revenues. We relied on these customers to buy our mobile phones and tablet products and sell such products to end-users. We have begun changing our business strategy from relying on a limited number of customers to increasing the number of customers and lowering customer concentration by developing relationships with multiple more customers to diversify and avoid reliance on a few or a fixed set of distributors and we are also exploring other channels for selling our products, however, we may continue to rely on our customers to sell tablets and smartphones. We may also rely on these third-party distributors or sales agents to distribute and assist us with the marketing and sale of other products we expect to launch. Our future revenue generation and growth, particularly for phones and tablets, may continue to depend in large part on our success in establishing and maintaining this sales and distribution channel. Our customers purchase products from us and reselling them at a higher price to generate profit. However, if our customers encounter challenges such as difficulty in selling our products, negative feedback from end users, or insufficient profit margins to sustain their operations, they may choose not to continue purchasing or marketing our products. In addition, there can be no assurance that our customers will focus adequate resources on selling our products to end-users or will be successful in selling them. Many of our customers are in the business of distributing and sometimes manufacturing other, possibly competing, products. As a result, our customers may perceive our products as a threat to various product lines currently being distributed or manufactured by them. In addition, our customers may earn higher margins by selling competing products or combinations of competing products. If we are unable to establish successful relationships with our customers, we will need to further develop our own sales and distribution capabilities, which would be expensive and time-consuming and might not be successful. Additionally, if we need to enter into agreements for the distribution of our future products with other third parties, there can be no assurance we will be able to do so on favorable terms, if at all.OPERATIONS

IfThe following wediscussion ~~are~~and ~~unable~~analysis toof ~~effectively~~our ~~execute~~results of operations and financial condition should be read together with our consolidated ~~e-commerce~~financial ~~business~~statements and the notes thereto and other financial information, ~~our~~which ~~reputation~~are included elsewhere in this Report. This discussion contains forward-looking statements that involve risks and ~~operating~~uncertainties. Factors that could cause or contribute to such differences include those identified below and those discussed in other sections of this Annual Report on Form 10-K. Our historical results are not necessarily indicative of the results that may be ~~harmed~~expected for any period in the future. Our financial statements have been prepared in accordance with U.S. GAAP. In addition, our financial statements and the financial information included in this Report reflect our organizational transactions and have been prepared as if our current corporate structure had been in place throughout the relevant periods.

Our customers currently include individual e-commerce customers from TikTok Shop. We began our e-commerce operations in March 2024. The success of our e-commerce business depends on our investment in e-commerce platforms, consumer preferences, buying trends relating to e-commerce, and our ability to both maintain the continuous operation of our online store and provide a shopping experience that will generate orders and return visits to our online store.Overview

WeFoxx Development ~~are~~Holdings ~~also~~Inc. ~~vulnerable~~(“we,” to“our”, “us”, or the “Company”) was incorporated on November ~~certain~~13, ~~additional~~2023 ~~risks~~under ~~and~~the ~~uncertainties~~name ~~associated~~“Acri ~~with~~Capital ~~our~~Merger ~~e-commerce~~Sub ~~business,~~I ~~including:~~Inc.” ~~changes~~On inSeptember ~~required~~26, ~~technology~~2024 ~~interfaces; website~~(the ~~downtime~~“Closing”), ~~and~~Acri ~~other~~Capital Acquisition ~~technical~~Corporation ~~failures;~~(“ACAC”), ~~costs~~a Delaware corporation and ~~technical~~our ~~issues~~parent ~~associated~~company ~~with~~at ~~website~~the ~~software~~time, ~~systems~~consummated ~~and~~a ~~technology~~previously ~~investments~~announced ~~and~~business ~~upgrades;~~combination ~~data~~pursuant ~~and~~to ~~system~~the ~~security;~~terms ~~system~~of ~~failures,~~the ~~disruptions~~business ~~and~~combination ~~breaches~~agreement, ~~and~~dated ~~the~~February ~~costs~~18, to2024 ~~address~~(as ~~and~~amended ~~remedy~~on ~~such~~May ~~failures~~31, ~~disruptions~~2024, orcollectively, ~~breaches;~~the ~~computer~~“Business ~~viruses;~~Combination ~~and~~Agreement”), ~~changes~~by in and ~~compliance~~among ~~with~~us, ~~applicable~~ACAC, ~~federal~~Acri ~~and~~Capital ~~state~~Merger ~~regulations.~~Sub InII ~~addition~~Inc., ~~our~~a ~~efforts~~Delaware tocorporation ~~remain~~and ~~competitive~~our ~~with~~wholly-owned ~~technology~~subsidiary ~~trends,~~at ~~including~~ the ~~use~~time of(“Merger ~~new~~Sub”), orand ~~improved~~Foxx ~~technology~~Development Inc., ~~creative~~a ~~user~~Texas ~~interfaces~~corporation ~~and~~incorporated ~~other e-commerce~~on ~~marketing~~May ~~tools~~17, ~~such~~2017 as(“Old ~~paid~~Foxx”), ~~search~~pursuant to which (i) ACAC merged with and ~~mobile~~into ~~applications~~us (the “Reincorporation Merger”), with ~~among~~us ~~others~~surviving the Reincorporation Merger, ~~may~~and ~~increase~~(ii) ~~our~~Old ~~costs~~Foxx merged with and ~~may~~into ~~not~~Merger ~~increase~~Sub, ~~sales~~with orMerger ~~attract consumers.~~Sub ~~Our~~surviving ~~failure~~as toour ~~successfully~~wholly-owned Delaware ~~respond~~subsidiary to(the ~~these~~“Acquisition ~~risks~~Merger”). ~~and~~The ~~uncertainties~~Reincorporation ~~might~~Merger, ~~adversely~~the ~~affect~~Acquisition Merger, and the ~~sales~~transactions contemplated ofunder ~~our~~the ~~e-commerce~~Business ~~business~~Combination Agreement, as ~~well~~are ascollectively ~~damage~~referred ~~our~~to ~~reputation~~as ~~and~~the ~~brands~~“Business Combination”.

~~In addition~~Upon Closing, ~~the~~we ~~success~~were ofrenamed ~~our~~as ~~e-commerce~~“Foxx ~~business~~Development ~~and~~Holdings ~~the satisfaction of our customers depends on their timely receipt of our products and their ability to pick up their desired products~~Inc.”, ~~The efficient delivery~~ and~~/or~~ ~~pick up of our products requires that we have adequate capacity to support~~ the ~~current~~Merger ~~level~~Sub ofwas ~~e-commerce~~renamed ~~operations and any anticipated increased levels that may occur~~ as a“Foxx ~~result~~Development ~~of the growth of our e-commerce business~~Inc. ~~If we encounter difficulties with our e-commerce~~” ~~support~~(the ~~team,~~“Operating ~~we could face shortages of inventory, which would result in our inability to properly support our online store~~Subsidiary”). Such a situation could cause us to incur significantly higher costs and lead to longer lead times associated with distributing products to our customers, which could cause us to lose customers. Experiencing any of these issues could have a material adverse effect on our business and harm our reputation.

20The ACAC securities previously traded on the Nasdaq Capital Market (“Nasdaq”) were delisted and ceased trading following the Closing. On September 27, 2024, one business day after the Closing, our Common Stock and Warrant became listed on the Nasdaq under trading symbols “FOXX” and “FOXXW,” respectively.

AsTogether with our Subsidiary, we ~~expand~~are a technology innovation firm specializing in the communications sector. Since our ~~operations~~establishment ~~into~~in ~~international markets~~2017, we ~~encounter~~have ~~risks~~expanded ~~linked~~our presence to ~~sourcing~~include ~~components~~various ~~globally~~locations ~~from~~throughout ~~suppliers~~the ~~and~~United States, ~~engaging~~such ~~with~~as ~~third-party~~San ~~consultants.~~Francisco, ~~Additionally~~CA, Dallas, TX, asAtlanta, weGA, ~~continue~~Los Angeles, CA, Miami, FL, and New York, NY. This expansion enables us to ~~grow~~provide sales, weretail, ~~may~~distribution, and ~~further~~after-sales ~~extend~~support ~~our~~services ~~reach~~while bysimultaneously ~~selling~~driving ~~our~~innovation ~~products~~through ~~internationally~~active research and development efforts aimed at pioneering new customization standards and services.

WeOur ~~currently~~business ~~collaborate~~model ~~with~~involves ~~partners~~providing ~~across~~comprehensive hardware and software specifications to original design manufacturers. Once the ~~globe,~~products ~~and~~are developed, we ~~will~~engage with ~~continue~~third-party agencies to ~~expand~~secure ~~our~~necessary ~~operations~~testing inand certifications, including Equipment Authorizations from the ~~global~~FCC ~~marketplace~~and certifications from the Global Mobile Suppliers Association. ~~International~~We ~~sales~~currently ~~growth~~offer ~~stands~~a range of Foxx-branded products, including tablets, smartphones, wearables, asand aexpects ~~key~~to ~~element~~launch ofother ~~our~~high-quality ~~growth~~communication ~~strategy~~terminals. ~~However~~Our products are generally priced competitively after considering various factors such as product costs, weresearch ~~acknowledge~~and development investments, regulatory compliance, testing expenses, and shipping costs. Our customers are primarily distributors who sell Foxx-branded products in the ~~risks~~U.S. public ~~inherent~~channels and to major carriers in ~~our~~the ~~international~~United States such ~~operations~~as T-Mobile, ~~including~~AT&T, ~~but~~and ~~not~~Verizon. Our customers also included individual E-Commerce customers from TikTok Shop, which we began ~~limited~~our E-Commerce operations in March 2024. We also provide an App Service by installing applications from App developer partners onto its mobile devices and facilitating the distribution of these devices to: end users.

●We have ~~Foreign~~generated ~~currency~~most ~~exchange~~of ~~rates;~~our revenue from the sales of tablets and smartphones. We expect 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. We have 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.

●We manage ~~Economic~~inventory orand ~~governmental~~meet ~~instability~~market indemand ~~foreign~~through ~~markets~~our build-to-order business model. After customers place purchase orders in ~~which~~bulks with us, we ~~operate~~place orpurchase inorders ~~those~~with ~~countries~~suppliers ~~from~~to ~~which~~manufacture the products that meet customers’ products specifications and budget requirements. Prior to 2023, we ~~source~~have 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 ~~merchandise;~~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.

~~● Unexpected changes in laws, regulatory requirements, taxes or trade laws;~~18

●Beginning in ~~Increases~~2023, we adjusted our business strategy to avoid reliance on limited suppliers and customers and to diversify suppliers and customers to mitigate the concentration and reliance risk. We have added new product models across each product line to target a broader range of customers. As of the date hereof, we have reached out to a total of eighteen wholesale customers to expand our operations in the ~~cost~~market and expects to secure purchase orders from these new customers. At the same time, to meet the various product demands of ~~transporting~~current ~~goods~~and prospective ~~globally;~~customers, we have connected with suppliers who can provide manufacturing support when we secure purchase orders from our customers. In addition, we plan to further expand our product offerings and to launch an IoT platform to manage all end-products sold, and began setting up a service team for our business to business (B2B) model in the artificial IoT department. Through the efforts of expanding product offerings and reaching to broader customer base, we will be able to move away from relying on limited customers and suppliers.

●In addition, ~~Acts~~on ofFebruary 8, ~~war~~2024, ~~terrorist~~the ~~attacks~~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, ~~outbreaks~~2024, and will stop funding for enrolled customers starting on April 30, 2024. Temporarily impacted by such a change in ACP, most of ~~contagious~~our new ~~disease~~customers cut down their sales teams in anticipation of the reduced customer base, which affected the demand for our products across all channels during the year ended June 30, 2024; and on the other ~~events~~hand, ~~over~~our competitors have stockpiled their products during the year ended June 30, 2024, due to severely declining sales and they have started lower their sale price on their products which affected the demand of our products. However, we 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 we have noinitiated ~~control;~~our strategic shifts to diversify our product offerings, we expect to target customers who are interested in other mobile devices, tablets, and IoT products. In addition, we began launching our products through TikTok Shop in March 2024 and we expect to grow our sales through this E-Commerce channel.

●For the ~~Changes~~year inended ~~foreign~~June or30, ~~domestic~~2025, ~~legal~~we ~~and~~experienced ~~regulatory~~a ~~requirements~~significant ~~resulting~~increase in the ~~imposition~~sales of mobile phone products, as we have added three new ormajor ~~more~~customers. ~~onerous~~In ~~trade~~addition, ~~restrictions~~we have launched new wearable products, ~~tariffs~~such as smart watches, ~~duties~~smart rings, ~~taxes~~smart glasses, ~~embargoes~~trackers and headsets, ~~exchange~~and orApp ~~other~~service ~~government~~commission revenue ~~controls~~during the period which have driven up our sales for the year ended June 30, 2025 as compared to the same period in 2024.

~~Any of these risks could have~~The anBusiness ~~adverse~~Combination impact on our results of operations, financial position or growth strategy. Furthermore, some of our international operations are conducted in parts of the world that experience corruption to some degree. Our employees and wholesalers could take actions that violate applicable anti-corruption laws or regulations. Violations of these laws, or allegations of such violations, could have an adverse impact on our reputation, our results of operations or our financial position.

~~Foreign exchange movements~~Incorporated ~~may~~as ~~also~~a ~~negatively~~Delaware ~~affect~~corporation under the ~~relative~~name ~~purchasing~~“Acri ~~power~~Capital ofMerger ~~consumers~~Sub ~~and~~I ~~their~~Inc.” ~~willingness~~on toNovember ~~purchase~~13, ~~discretionary~~2023, ~~premium~~we ~~goods,~~entered ~~such~~into the Business asCombination ~~our~~Agreement ~~products,~~on ~~which~~February ~~would~~18, ~~adversely~~2024, ~~affect~~as ~~our~~amended ~~net~~on ~~sales.~~May We31, do2024, ~~not~~by ~~currently~~and ~~use~~among ~~the~~us, ~~derivative~~ACAC, ~~markets~~Merger toSub, ~~hedge~~and ~~foreign~~Old ~~currency fluctuations~~Foxx.

~~Our~~Upon the ~~business~~Closing isof ~~sensitive~~the toBusiness ~~consumer~~Combination ~~spending~~on September 26, 2024, ACAC merged with and into us, with us surviving the Reincorporation Merger, and ~~general~~(ii) ~~economic~~Old ~~conditions~~Foxx merged with and into Merger Sub, with Merger Sub surviving as our wholly-owned Delaware subsidiary after the Acquisition Merger.

~~Our business may be adversely~~Merger affected by the Ukraine war, and the Israel-Hamas war, as well as macro-economic conditions such as inflation, employment levels, wage and salary levels, trends in consumer confidence and spending, reductions in consumer net worth, interest rates, inflation, the availability of consumer credit and taxation policies influence on public spending confidence. There continues to be a significant and growing volatility and uncertainty in the global economy due to the Coronavirus pandemic affecting all business sectors and industries. Recent dramatic downturns in the strength of global stock markets, currencies and key economies have highlighted many if not all, of these risks.Consideration

~~Consumer purchases in general~~Immediately ~~may~~prior ~~decline~~to ~~during~~the ~~recessions,~~effective ~~periods~~time of ~~prolonged~~the ~~declines~~Reincorporation inMerger (the ~~equity~~“Reincorporation ~~markets~~Merger orEffective ~~housing~~Time”), ~~markets~~which ~~and~~was ~~periods~~on ~~when~~September 25, ~~disposable~~2024, ~~income and~~one ~~perceptions~~business ofday ~~consumer~~prior ~~wealth~~to ~~are~~the ~~lower~~Closing, (i) each issued and ~~these~~outstanding ~~risks~~ACAC ~~may~~unit bewas ~~exacerbated~~automatically ~~for~~separated usinto ~~due~~one to(1) ~~our~~share of ~~focus~~ACAC onClass ~~discretionary~~A ~~premium~~common ~~sporting good~~stock ~~items.~~and Aone-half ~~downturn~~(1/2) inof ~~the~~one ~~global~~ACAC ~~economy~~warrant, orand in(ii) aeach ~~regional~~share ~~economy~~of inACAC ~~which~~Class weA ~~have~~common ~~significant~~stock ~~sales,~~held ~~could~~by ~~have~~stockholders aof ~~material, adverse~~ACAC ~~effect~~who onvalidly ~~consumer~~redeemed ~~purchases~~their shares of ~~our~~ACAC ~~products,~~Class ~~our~~A ~~results~~common ofstock ~~operations~~(each ~~and~~“ACAC ~~our~~Redeeming ~~financial~~Share”) ~~position,~~was automatically cancelled and aceased ~~downturn~~to ~~adversely~~exist ~~affecting our~~and ~~consumer~~thereafter ~~base~~represented oronly ~~travelers~~the ~~could~~right ~~have~~to abe ~~disproportionate~~paid ~~impact~~a onpro-rata ~~our~~redemption ~~business~~price.

We● ~~may~~At bethe ~~unable~~Reincorporation toMerger ~~appeal~~Effective toTime ~~new~~on ~~consumers while~~September ~~maintaining~~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 our common stock, par value $0.0001 per share (the ~~loyalty~~“Common Stock”), and (ii) each issued and outstanding ACAC warrant was converted automatically into one (1) redeemable our warrant, exercisable for one (1) share of our ~~core~~Common ~~consumers~~Stock at an exercise price of $11.50 per share (the “Warrant”).

~~Part~~● ofAt ~~our~~the ~~growth~~Closing ~~strategy is~~on toSeptember ~~introduce~~26, ~~new~~2024, ~~consumers~~by tovirtue ~~our~~of ~~brands~~the byAcquisition ~~our~~Merger ~~new~~and ~~product~~the ~~offerings.~~Business IfCombination weAgreement, ~~are~~and ~~unable~~without toany ~~attract~~action ~~new~~on ~~consumers,~~the ~~including~~part ~~customers for~~of ~~our~~any ~~tablets~~party ~~and~~to ~~mobile~~the ~~phones~~Business Combination Agreement or affiliate or security thereof, ~~our~~the ~~business~~issued and ~~results~~outstanding shares of ~~operations~~common ~~may~~stock beof ~~adversely~~Old ~~affected~~Foxx if(“Original ~~purchasing~~Foxx ~~frequency~~Common ~~decrease. Initiatives~~Stock”) ~~and~~held ~~strategies,~~by ~~such~~then asexiting ~~smart~~holders ~~home~~of ~~devices,~~Original ~~wearables,~~Foxx ~~and~~Common ~~IoT~~Stock ~~platform,~~(the ~~are~~“Original ~~intended~~Foxx Shareholders”) immediately prior to ~~position~~the ~~our~~Closing ~~brand~~(including toshares ~~appeal~~of toOld ~~new consumers~~Foxx ~~may~~Common ~~not~~Stock ~~appeal~~issuable toupon ~~our~~conversion ~~core~~of ~~consumers~~the principal and ~~may~~accrued ~~diminish~~interest ~~the~~of ~~appeal~~promissory notes of ~~our~~Old ~~brand~~Foxx issued in the Transaction Financing, as defined below) were cancelled and automatically converted into (i) the right to ~~our~~receive, ~~core~~without ~~consumers~~interest, ~~resulting~~the inapplicable ~~reduced~~portion ~~core consumer~~of ~~loyalty.~~5,000,000 Ifshares weof our Common Stock (the “Closing Payment Stock”, 500,000 of which are ~~unable~~subject to ~~successfully~~the ~~appeal~~Escrow Arrangement noted below), and (ii) the contingent right to ~~new~~receive ~~consumers~~the ~~while~~applicable ~~maintaining~~portion ~~our~~of ~~brand’s~~the ~~image~~Earnout ~~with~~Shares ~~our~~(as ~~core~~defined ~~consumers~~below), ~~then~~ ~~our~~if, ~~net~~as ~~sales~~ and ~~our~~when ~~brand~~payable ~~image~~in ~~may~~accordance bewith ~~adversely~~the ~~affected~~earnout provisions of the Business Combination Agreement.

2119

~~Our~~Upon Closing, ~~revenue~~we ~~heavily~~were ~~relied~~renamed onas ~~revenue~~“Foxx ~~from Affordable~~Development ~~Connectivity~~Holdings ~~Program~~Inc.”, and the Merger Sub was renamed as “Foxx Development Inc.” (~~ACP~~i.e. the Operating Subsidiary).

~~On November 15, 2021,~~Pursuant ~~U.S.~~to ~~Congress~~the ~~passed~~Business ~~and~~Combination ~~the~~Agreement, ~~President~~500,000 shares ~~signed~~of ~~into~~the ~~law~~Closing ~~the~~Payment ~~Infrastructure~~Stock ~~Investment~~in ~~and~~aggregate ~~Jobs~~were ~~Act~~deposited (~~“Infrastructure~~the ~~Act~~“Escrow Arrangement”)~~. The~~ ~~Infrastructure~~to ~~Act~~a ~~provided~~segregated ~~$14.2 billion~~escrow toaccount ~~modify~~ and ~~extend~~would ~~the~~be ~~existing Emergency~~released ~~Broadband Benefit Program (EBB Program) managed by the FCC~~ to ~~a longer-term broadband affordability program called~~ the ~~Affordable~~Original ~~Connectivity~~Foxx ~~Program~~Shareholders ~~(ACP).~~if ~~The~~and ~~ACP replaced~~only ~~the EBB Program~~if, ~~which~~prior ~~was~~to ~~established~~or ~~during~~ upon the ~~COVID~~one-19year ~~pandemic,~~anniversary toof ~~provide~~the ~~eligible~~Business ~~low-income households~~Combination ~~with discounts for broadband services such households need for work~~Agreement, ~~school~~the ~~and~~Affordable ~~healthcare.~~Connectivity ~~The~~Program (ACP) ~~began~~managed toby ~~accept~~the ~~enrollments~~U.S. ~~on December 31,~~Federal ~~2021~~Communication ~~and~~Commission ~~the~~is ~~FCC~~reauthorized ~~adopted~~by ~~final rules to implement~~ the ~~ACP on January 14, 2022~~U.S. ~~Due~~Congress towith afunding ~~lapse~~of inno ~~additional~~less ~~appropriation~~than ~~for the ACP, on January~~$4 ~~11,~~billion ~~2024,~~in ~~the~~total ~~FCC~~for ~~released~~such anreauthorized period; ~~order~~or ~~announcing~~otherwise ~~steps~~be tocancelled ~~wind down the ACP. The program stopped accepting new enrollment on February 8, 2024,~~ and ~~announced~~forfeited ~~that~~by the ~~program~~Registrant ~~will~~without ~~not provide funding for currently enrolled individuals beyond the end of April 2024~~consideration.

~~Although we cannot ascertain~~Additionally, ~~whether or how many of~~ the ~~end~~Original ~~users~~Foxx ~~purchased~~Shareholders ~~our~~would ~~products~~be ~~with~~entitled ~~the~~to ~~assistance~~receive of“Earnout ~~the ACP program~~Shares”, aswhich werefer ~~have been employing the strategy of engaging with customers who purchase products from us and then market our products~~ to ~~end-users through the networks of prominent telecommunications carriers across the United States~~4,200,000 weshares ~~believe some~~ of ~~the end-users may have been incentivized to purchase~~ our ~~products~~ ~~because~~Common ~~of the discounts and benefits they received from the ACP. As the requirements for program and service standards may change over the years~~Stock, ~~there are uncertainties as to the population in our targeted demographics and demand for our products. The lapse in federal~~ ~~funding~~subject ~~for the ACP may significantly lead~~ to ~~a loss of broadband services or coverage for existing individuals currently qualify for~~ the ~~program,~~vesting orschedule ~~dissuade customers from acquiring or maintaining broadband services or tablets and laptops, which may in turn lead to a temporary decline in sales for us from~~ (the ~~end-users who~~“Vesting ~~relied~~Schedule”) onas ~~the program to purchase mobile devices, tablets, or other IoT products.~~follows:

~~Our~~● ~~revenue~~(i) ~~may~~in ~~rely~~connection onwith ~~revenue~~the ~~from~~financial ~~end-users who~~performance ~~qualify~~ for the ~~Lifeline~~fiscal ~~Program.~~year ended June 30, 2024:

~~The~~(A) ~~Lifeline~~700,000 ~~Program~~Earnout ~~has~~Shares ~~provided discounts~~would be issued to Original Foxx Shareholders on ~~phone~~a ~~service~~pro ~~for~~rata ~~qualifying~~basis ~~low-income consumers~~if ~~since~~and ~~1985.~~only ~~The~~if ~~Lifeline~~our ~~Program~~audited isconsolidated ~~administered~~financial bystatements for the ~~Universal Service~~fiscal ~~Administrative~~year ~~Company~~ended June 30, 2024 (~~USAC~~“2024 Audited Financial Statements”), ~~and~~prepared ~~receives~~in ~~funding~~accordance ~~from~~with the ~~Universal~~Generally ~~Service~~Accepted ~~Fund,~~Accounting aPrinciples ~~government~~of ~~program~~the ~~that~~United ~~receives~~States ~~annual contribution~~(“U.S. ~~from~~GAAP”) ~~telecommunication~~and ~~companies~~filed orwith ~~their~~the ~~customers.~~SEC ~~Over~~on ~~the~~Form ~~years~~10-K by us after Closing, would reflect our revenue for the ~~FCC~~fiscal ~~has~~year ~~adopted~~ended ~~several~~June ~~reforms~~30, ~~and~~2024 ~~changes~~(the “2024 Revenue”) to ~~the Lifeline~~be ~~Program~~no less than $67,000,000 (including ~~regarding~~$67,000,000) ~~its~~and ~~scope,~~less ~~eligibility~~than ~~and~~$84,000,000 ~~compliance~~(excluding ~~requirements.~~$84,000,000);

~~End-users qualifying~~(B) ~~for the~~1,400,000 ~~Lifeline~~Earnout ~~Program~~Shares ~~may continue to rely on such a program to receive discounts on phone service. It~~ would be ~~difficult~~issued to ~~assess~~Original ~~the exact~~Foxx ~~number~~Shareholders ~~of individuals relying~~ on ~~this program. If the qualifications for receiving discounts and benefits change, there may be~~ a ~~smaller~~ ~~number~~pro ofrata ~~end-users who~~basis ~~qualify~~if ~~for discounts on mobile~~ and ~~tablet~~only ~~products. Additionally,~~ if ~~there~~the ~~are~~Registrant ~~changes~~2024 toRevenue ~~the~~reflected ~~device specifications~~in ~~under~~ the ~~program~~2024 orAudited ifFinancial ~~more~~Statements ~~comparable~~would ~~products~~be ~~become~~no ~~qualify~~less ~~for~~than ~~the~~$84,000,000 ~~program’s~~(including ~~device requirements~~$84,000,000) weand ~~may experience~~ less ~~revenue~~than ~~generated~~$100,000,000 ~~from~~(excluding ~~products designed to be sold to end-users under the Lifeline Program.~~$100,000,000);

~~The~~(C) ~~decision~~2,100,000 byEarnout ~~the~~Shares ~~U.S.~~would ~~Court~~be ofissued ~~Appeals for~~to ~~the~~Original ~~Fifth~~Foxx ~~Circuit~~Shareholders inon ~~Consumers’~~a ~~Research~~pro v.rata ~~FCC,~~basis asif itand ~~stands,~~only ~~may~~if ~~jeopardize~~ the ~~funding~~2024 ~~for~~Revenue reflected in the ~~Lifeline~~2024 ~~Program.~~Audited Financial Statements would be no less than $100,000,000 (including $100,000,000);

~~Under 47 U.S.C. Section 254~~provided, ~~(the “Section 254”)~~however, ~~FCC~~that isthe ~~authorized~~Earnout toShares ~~levy~~would ~~contributions~~be ~~from~~issued ~~telecommunication carriers to a Universal Service Fund to expand~~ and ~~advance~~delivered ~~telecommunication~~pursuant ~~services. By regulations, the FCC further delegates~~ to ~~the~~one ~~Universal~~paragraph ~~Service~~from ~~Administrative Company~~ (~~the “USAC”~~i) ~~to administer four programs that the Universal Service Funds subsidizes, including the Lifeline Program, the High~~(A)-~~Cost Program, the E-rate Program, and the Rural Health Care Program, under 47~~ (i)(C~~.F.R.~~) ~~subparts~~above ~~300,~~only ~~500~~once; and 600. Under the delegated authorities, USAC will determine the quarterly contribution amount to be collected, bill and collect the contributions from the telecommunication providers, and administer and distribute the fundings to the qualified participants to the four funding programs.

On● ~~July 24,~~(ii) ~~2024,~~In ~~the~~connection ~~U.S.~~with ~~Court~~the offinancial ~~Appeals~~performance for the ~~Fifth~~fiscal ~~Circuit, sitting~~year enended ~~banc,~~June ~~issued a decision in Consumers’ Research v. FCC~~30, finding that Congress’ delegation of authority to the FCC in Section 254 and FCC’s subdelegation of regulatory authorities to the USAC to administer the Universal Service Fund, in combination, to be in violation of the Legislative Vesting Clause in Article 1, Section 1 of the U.S. Constitution. The Court held the contribution amount for the first calendar quarter of 2022 set by the USAC to be unconstitutional and remand to the FCC for further regulatory actions consistent with the decision.2025:

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

~~The~~(B) ~~decision deviates from prior decisions issued by the U.S. Courts of Appeals for the Sixth~~1, ~~Eleventh and D.C. Circuit that reached the opposite conclusions. The defendants in the case~~400,000 ~~the~~Earnout ~~FCC~~Shares ~~and~~would ~~the United~~be ~~States,~~issued ~~have the discretion~~ to ~~appeal~~Original ~~the~~Foxx ~~decision~~Shareholders toon ~~the U.S. Supreme Court by filing~~ a ~~petition~~pro ~~for~~rata ~~certiorari,~~basis ~~although~~if ~~the defendants~~and ~~have~~only ~~yet to choose to do so as of the date of this Annual Report. It is unclear~~ if the ~~Supreme~~2025 ~~Court~~Revenue ~~will~~reflected ~~grant~~in the ~~petition for~~2025 ~~certiorari~~Audited toFinancial ~~review~~Statements ~~the~~would ~~Fifth~~be ~~Circuit~~no ~~decision,~~less ~~and~~than ~~if so~~$96, ~~whether it will affirm or reverse the Fifth Circuit decision~~600,000 ~~and~~(including ~~when such decision will be issued. It is also unclear~~$96, ~~as the decision stands~~600,000) ~~how~~and ~~the~~less ~~Fifth~~than ~~Circuit decision would impact the funding mechanism for the Universal Service Fund~~$115, ~~the administration of the programs by the USAC~~000,000 ~~an/or~~(excluding ~~the availabilities of funding to the programs funded by the Universal Service Fund~~$115, ~~including the Lifeline Program that some of our current end-users rely on.~~000,000);

If(C) ~~the~~2,100,000 ~~Fifth~~Earnout ~~Circuit~~Shares ~~decision stands~~will ~~after~~be aissued ~~petition~~to ~~for~~Original ~~certiorari~~Foxx isShareholders ~~denied~~on bya ~~the~~pro ~~Supreme~~rata ~~Court~~basis orif ~~the~~and ~~Supreme~~only ~~Court~~if ~~affirmed~~ the ~~Fifth~~2025 ~~Circuit~~Revenue ~~decision~~reflected onin ~~appeal, among other impacts, it is possible that~~ the ~~funding~~2025 ~~mechanism~~Audited ~~for~~Financial ~~the~~Statements ~~Lifeline~~would ~~Program will~~ be ~~invalidated and that~~ no ~~further~~less ~~funding will~~than ~~be distributed. As a result~~$115,000,000 we(including ~~may experience less revenue generated from products designed to be sold to end-users under the Lifeline Program.~~$115,000,000);

~~Defects or performance problems in our products~~provided, ~~could~~however, ~~result~~that inthe aEarnout ~~loss~~Shares ofwould ~~customers,~~be ~~reputational~~issued ~~damage~~ and ~~decreased~~delivered ~~revenue.~~pursuant ~~Additionally,~~to ~~the~~one ~~Company~~paragraph ~~may~~from ~~face~~(ii)(A) ~~warranty,~~to ~~indemnity, and~~(ii)(C) ~~product~~above ~~liability~~only ~~claims that may arise from malfunctions~~once.

~~Our~~On ~~current~~October ~~and future products such as tablets~~24, ~~smartphones~~2024, ~~and~~upon the ~~IoT~~filing ~~devices~~of ~~may~~the ~~contain~~2024 ~~undetected~~Audited ~~errors~~Financial orStatements ~~defects,~~as ~~especially~~part ~~when~~of ~~first~~the ~~introduced~~Annual orReport ~~when new generations~~ of ~~products~~the ~~are~~Company ~~released.~~on ~~Errors,~~Form ~~defects,~~10-K orfiled ~~poor~~with ~~performance~~the ~~can~~SEC ~~arise~~(the ~~due to design flaws~~“2024 10-K”), ~~defects~~any inEarnout ~~raw~~Shares ~~materials~~that ~~or components, which can affect~~ the ~~quality~~Original ofFoxx ~~such~~Shareholders ~~devices. Defects~~ may ~~also~~be ~~occur~~entitled into ~~components~~receive ~~and~~under ~~products~~the weVesting ~~purchase~~Schedule ~~from~~were ~~third~~automatically forfeited, ~~parties~~as orthe ~~assembled by~~Company ~~our~~did ~~manufacturers.~~not ~~There~~meet ~~can~~any beof nothe ~~assurance~~vesting ~~that~~conditions wefor ~~will~~the befiscal ~~able~~year toended ~~detect~~June ~~and~~30, ~~fix~~2024 ~~all~~as ~~defects~~provided in the ~~hardware, software, and services~~Vesting ~~we offer~~Schedule. ~~Any~~The ~~actual~~Earnout orShares ~~perceived errors, defects, or poor performance~~ in ~~such~~connection ~~devices~~with ~~could result in~~ the ~~replacement~~fiscal oryear ~~recall~~ended ofJune ~~the products~~30, ~~rejection~~2025 ofwere ~~the~~also ~~products,~~forfeited ~~damage~~automatically toas ~~our~~the ~~reputation,~~Company ~~lost~~did not ~~revenue,~~meet ~~and~~any ~~increases in customer service and support costs, all~~ of ~~which~~the ~~could~~vesting ~~have~~conditions afor ~~material~~the ~~adverse~~fiscal ~~effect~~year onended ~~our~~June ~~business~~30, ~~financial~~2025 ~~condition,~~as ~~and~~provided ~~results~~in ofthe ~~operations~~Vesting Schedule.

~~Furthermore, defective components~~In ~~may~~addition ~~give rise~~ to ~~warranty,~~the ~~indemnity~~foregoing, orpursuant ~~product~~to ~~liability claims against us~~ that ~~exceed~~certain ~~any~~amendment ~~revenue~~to ~~or profit we receive from~~ the ~~affected products.~~Underwriting ~~If one of such devices were to cause injury to someone or cause property damage~~Agreement, ~~including~~by ~~because of product malfunctions, defects, or improper installation, we could be exposed to product liability claims. We could incur significant costs~~ and ~~liabilities~~between ~~if we~~EF ~~are~~Hutton ~~sued~~LLC and ~~if damages are awarded against us. Further~~ACAC, ~~any product liability claim we face could be expensive to defend and could~~dated ~~divert~~February ~~management’s attention. The successful assertion of a product liability claim against us could result in potentially significant monetary damages~~20, ~~penalties or fines~~2024, ~~subject us to adverse publicity~~43,125 ~~damage~~shares ~~our reputation and competitive position, and adversely affect sales~~ of our ~~products.~~Common InStock ~~addition,~~were ~~product~~issued ~~liability claims, injuries, defects, or other problems experienced by other companies in the community building access control industry could lead~~ to ~~unfavorable~~EF ~~market~~Hutton ~~conditions~~LLC ~~for~~at the ~~industry as a whole and may have an adverse effect on our ability to attract new customers, thus harming our growth and financial performance~~Closing.

~~Breaches of and other types of security~~Public incidents involving our systems, or those of our third-party service providers, could negatively impact our business, our brand and reputation, our ability to retain existing customers and attract new customers, may cause us to incur significant liabilities and adversely affect our business, results of operations, financial condition, and future prospects.Listing

~~If we enter the IoT market,~~The ~~activities~~ACAC ~~such~~securities aspreviously ~~developing~~traded an IoT platform may necessitate periodic collection, usage, storage, transmission, or processing of data or information. While we will taken steps to mitigate our cyberattack risks and protect the confidential information that we may have access to, including but not limited to installation and periodical updates of antivirus software and backup of information on ~~our~~Nasdaq ~~computer systems,~~were ~~our~~delisted ~~security~~without ~~measures~~any ~~could~~action beneeded ~~breached. Because techniques used~~ to ~~sabotage or obtain unauthorized access to systems change frequently and generally are not recognized until they are launched against a target, we may~~ be ~~unable~~taken toon anticipate these techniques or to implement adequate preventative measures. Any cybersecurity incident, accidental or willful security breaches or other unauthorized access to our systems could cause confidential information to be stolen and used for criminal purposes. Cybersecurity incidents, security breaches or unauthorized access to confidential information could also expose us to liability related to the ~~loss~~part of the ~~information, time-consuming and~~holders ~~expensive litigation and negative publicity. If security measures are breached because~~ of third-party action, employee error, malfeasance or otherwise, or if design flaws in our technology infrastructure are exposed and exploited, our relationships with our business partners could be severely damaged, we could incur significant liability, and our business and operations could be adversely affected. Additionally, if we fail to protect confidential information, we may be susceptible to potential claims such ~~as breach of contract,~~securities ~~negligence or other claims. Such claims will require significant time~~ and ~~resources~~are ~~to defend and there can be~~ no ~~assurances~~longer ~~that~~traded ~~favorable final~~on ~~outcomes~~Nasdaq ~~will~~following bethe ~~obtained~~Closing. InOn ~~addition,~~September ~~the costs to respond to a cybersecurity event or to mitigate any identified security vulnerabilities could be significant~~27, ~~including costs for remediating the effects of such an event~~2024, ~~paying~~one abusiness ~~ransom,~~day ~~restoring~~after ~~data from backups, and conducting data analysis to determine what data may have been affected by~~ the ~~breach. In addition~~Closing, our ~~efforts~~Common ~~to contain or remediate~~Stock ~~a security breach or any system vulnerability may be unsuccessful,~~ and ~~our~~Warrant ~~efforts~~became ~~and~~listed ~~any~~on ~~related~~the ~~failures~~Nasdaq toCapital ~~contain~~Market or(“Nasdaq”) ~~remediate~~under ~~any breach~~trading orsymbols ~~vulnerabilities~~“FOXX” ~~could result in interruptions, delays, loss in customer trust, harm to our reputation,~~ and ~~increases in our~~“FOXXW,” ~~insurance premiums that we may acquire~~respectively.

2320

~~Failure to accurately forecast consumer~~Accounting ~~demand could lead to excess inventory or inventory shortages, which could result in decreased operating margins, reduced cash flows and harm to our business.~~Treatment

~~There~~While the islegal aacquirer ~~risk~~in wethe ~~may~~Business beCombination ~~unable to~~was ~~sell~~ACAC, ~~excess~~for ~~products~~financial ~~ordered~~accounting ~~from~~and ~~manufacturers.~~reporting ~~Inventory~~purposes ~~levels~~under inU.S. ~~excess~~GAAP, ofOld ~~customer~~Foxx ~~demand~~was the ~~may~~accounting ~~result in inventory write-downs~~acquirer, and the ~~sale~~Business ofCombination ~~excess~~was ~~inventory~~accounted atfor ~~discounted~~as ~~prices~~a ~~could~~“reverse ~~significantly~~recapitalization.” ~~impair~~A ~~our~~reverse ~~brand~~recapitalization (i.e., ~~image~~a ~~and~~capital ~~have~~transaction aninvolving ~~adverse~~the ~~effect~~issuance onof ~~our~~stock ~~operating results,~~by ~~financial~~ACAC ~~condition~~for ~~and~~the ~~cash~~stock ~~flows.~~of ~~Conversely,~~Old ifFoxx) wedoes ~~underestimate~~not ~~consumer~~result ~~demand~~in ~~for~~a ~~our~~new ~~products~~basis orof ~~if our manufacturers~~accounting, ~~fail~~and tothe ~~supply~~unaudited ~~products~~condensed weconsolidated ~~require~~financial atstatements of the ~~time~~combined wecompany ~~need~~represent ~~them,~~the wecontinuation ~~may~~of ~~experience~~the ~~inventory~~unaudited ~~shortages.~~condensed consolidated ~~Inventory~~financial ~~shortages~~statements ~~might~~of ~~delay~~Old ~~shipments to~~Foxx ~~customers,~~in ~~negatively~~many ~~impact~~respects. ~~retailer~~Accordingly, ~~affect~~the ~~consumer~~assets, ~~relationships~~liabilities and ~~diminish~~results ~~brand~~of ~~loyalty.~~operations ~~The~~of ~~difficulty~~Old Foxx inbecame ~~forecasting~~the ~~demand also~~historical ~~makes~~financial itstatements ~~difficult~~of tothe ~~estimate~~combined ~~our~~company, ~~future~~and ACAC’s assets, liabilities, and results of operations, were ~~financial~~consolidated ~~condition~~with ~~and~~Old ~~cash~~Foxx ~~flows~~beginning from ~~period~~the toClosing ~~period~~on September 26, 2024. AOperations ~~failure~~ prior to ~~accurately~~the ~~predict~~Business ~~the~~Combination ~~level~~are ofpresented as ~~demand~~those ~~for~~of ~~our~~Old ~~products~~Foxx. ~~could~~The ~~adversely~~net ~~affect~~assets ~~our~~of ~~net~~ACAC ~~revenues~~are ~~and~~recognized ~~net~~at ~~income,~~historical ~~and~~cost we(which ~~are~~is ~~unlikely~~ expected to ~~forecast~~be ~~such~~consistent ~~effects~~with carrying value), with ~~any~~no ~~certainty~~goodwill inor ~~advance~~other intangible assets recorded upon execution of the Business Combination.

~~If we are not able to enhance or introduce~~Transaction ~~new products that achieve market acceptance and keep pace with technological developments, our business, results of operations and financial condition could be harmed.~~Financing

~~Our ability to attract new~~In ~~customers~~consideration ~~and increase revenue from existing customers depends in part on our ability to introduce new products, develop the IoT platforms, increase adoption and usage~~ of our products and introduce new products and features. The success of any enhancements or new products depends on several factors, including timely completion, adequate quality testing, actual performance quality, market~~-accepted pricing~~ ~~levels and overall market acceptance and demand. Consumer preferences differ across and within different parts of the world~~conditions, ~~and~~pursuant ~~shift over time in response~~ to ~~changing aesthetics and economic circumstances. We cannot determine in advance~~ the ~~ultimate~~Business ~~effect~~Combination ~~of new product introductions and transitions. In addition~~Agreement, ~~rapid technological development and advancements may render smartphones in~~ the ~~common~~parties ~~forms~~agreed ~~and with the common functionalities that are generally available~~ to ~~consumers~~use ~~today~~commercially ~~outdated~~best ~~or obsolete, and emerging products and services may substitute~~efforts ~~smartphones~~to assecure ~~consumers~~financing generally know them today. We believe that our success in developing products that are innovative and that meet our consumers’ functional needs is an important factor in our image as a premium brand, and in our ability to ~~charge~~pay ~~premium~~transaction ~~prices. We~~expense ~~rely upon our research~~ and ~~development~~working ~~team~~capital ~~and third party consultants that we may engage from time to time from the fields~~ of ~~electrical and mechanical engineering~~Foxx, ~~industrial~~including ~~design,~~without ~~sustainability~~limitation, ~~and~~a ~~related~~PIPE ~~fields~~financing, asprivate ~~well as other experts to design~~financing, ~~develop customization~~ ~~standards,~~redemption ~~and test cutting-edge performance products. Enhancements and new products that we develop may not be introduced in a timely or cost-effective manner~~waiver, ~~may~~convertible ~~contain defects~~debt, ~~may~~forward ~~have~~purchase ~~interoperability difficulties with our platform~~agreement, ~~or may not achieve the market acceptance necessary to generate significant revenue. Even if we are able to introduce innovative products to the market~~backstop, ~~we may still experience problems with the quality~~ or ~~performance~~equity ofline ~~our products, we may incur substantial expense to remedy the problems. Our ability to manage the risks associated with new product production ramp-up issues, the availability~~ of ~~products~~credit in appropriate quantities and at expected costs to meet anticipated demand and the risk that new products may have quality or other defects or deficiencies in the early stages of introduction. If we are unable to anticipate or respond to changes in consumer preferences or fail to successfully enhance our existing platform and capabilities to meet evolving customer requirements(collectively, ~~increase adoption and usage of our platform, develop new products, or if our efforts to increase~~ the ~~usage of our products are more expensive than we expect, then our business, results of operations~~“Transaction ~~and financial condition could be harmed~~Financing”).

24On June 21, 2023, Old Foxx entered into a securities purchase agreement (the “Convertible Note Agreement 1”) with New Bay Capital Limited, a Hong Kong registered company (“New Bay”), and issued a promissory note (“Note 1”) to New Bay in the principal amount of $2 million with an interest rate of 7% per annum, convertible into shares of Original Foxx Common Stock at $30.00 per share upon the listing of Original Foxx Common Stock through an initial public offering. On December 21, 2023, Old Foxx issued into another securities purchase agreement (the “Convertible Note Agreement 2”) with New Bay with the same terms and conditions as the Convertible Note Agreement, and issued another promissory note (“Note 2”) to New Bay in the principal amount of $2 million.

WeIn connection ~~may~~with bethe ~~subject~~Business toCombination ~~additional~~Agreement ~~obligations to~~and ~~collect~~all ~~and~~the ~~remit~~transaction ~~sales~~contemplated ~~tax~~therein ~~and~~(the ~~other~~“Business ~~taxes~~Combination”), in the spring of 2024, Old Foxx and weACAC ~~may~~reached beout ~~subject~~to New Bay to ~~tax~~seek ~~liability~~its ~~for~~interest ~~past~~in ~~transactions,~~participating ~~which~~in ~~could~~further ~~harm~~financing ~~our~~in ~~business~~connection with the Business Combination.

~~We do not collect sales and~~After ~~use,~~negotiations ~~value~~with ~~added~~New ~~and similar taxes in all jurisdictions in which we have sales~~Bay, ~~based~~On ~~on our belief that such taxes are not applicable in certain jurisdictions. State~~March 15, ~~local and foreign jurisdictions have differing rules and regulations governing sales~~2024, ~~use,~~Old ~~value~~Foxx ~~added~~ and ~~other~~New ~~taxes,~~Bay ~~and~~agreed ~~these~~to ~~rules~~an ~~and~~amendment ~~regulations are subject~~ to ~~varying~~amend ~~interpretations~~both ~~that~~Convertible ~~may~~Note ~~change over time. In particular, the~~Agreement ~~applicability~~1 ofand ~~such~~Convertible ~~taxes~~Note onAgreement ~~subscriptions to our platform in various jurisdictions is unclear. Further~~2, ~~these~~and ~~jurisdictions’ rules~~to ~~regarding~~amend ~~tax~~Note ~~nexus~~1 ~~are complex~~ and ~~vary~~Note ~~significantly. As a result~~2, weby ~~could~~removing ~~face~~ the ~~possibility~~lock-up provisions ofas ~~audits~~provided ~~that~~therein ~~could~~and ~~result in~~allowing ~~tax~~the ~~assessments,~~unpaid ~~including~~principal ~~associated interest~~ and ~~penalties.~~accrued Ainterest ~~successful~~on ~~assertion~~Note ~~that~~1 weand ~~should~~Note be2 ~~collecting~~to ~~additional~~convert ~~sales,~~to ~~use, value~~Original ~~added~~Foxx orCommon ~~other~~Stock ~~taxes~~immediately inprior ~~those~~to ~~jurisdictions~~the ~~where~~closing weof the ~~have~~Business ~~not~~Combination. ~~historically~~New ~~done~~Bay soalso ~~could~~subscribed ~~result in substantial tax liabilities and related penalties~~ for ~~past~~a ~~transactions,~~new ~~discourage~~promissory ~~customers~~note ~~from~~(“Note ~~purchasing~~3”) ~~our~~in ~~application~~the orprincipal ~~otherwise~~amount ~~harm~~of ~~our business and operating~~$2 million ~~results.~~under Inthe ~~addition,~~same weterms ~~are required to withhold~~ and ~~timely~~conditions ~~remit~~as ~~payroll-related taxes~~amended ~~for~~Note ~~which~~1 weand ~~are~~Note ~~also~~2 ~~subject~~(collectively, to the ~~possibility of~~“New ~~audits~~Bay ~~that could result in tax assessments, including associated interest and penalties~~Notes”).

~~Changes~~On March 15, in2024, ~~tax~~Old ~~laws~~Foxx orand ~~regulations~~New ~~that are~~Bay ~~applied~~amended ~~adversely~~the toterms usof orthe ~~our~~Note ~~customers~~1 ~~could~~and ~~increase~~Note 2 accordingly and New Bay subscribed for a new promissory note (“Note 3”) in the ~~costs~~principal amount of ~~our~~$2 million ~~platform~~under the same terms and ~~adversely~~conditions ~~impact~~as ~~our~~amended ~~business~~Note 1 and Note 2 (collectively “New Bay Notes”).

~~New income, sales, use or other~~On ~~tax laws~~February 20, ~~statutes~~2024, ~~rules,~~New ~~regulations~~Bay orintroduced ~~ordinances~~Old ~~could~~Foxx beto ~~enacted~~BR atTechnologies ~~any time~~PTE, ~~which~~Ltd. ~~could affect the tax treatment of our~~ (~~and~~“BR ~~our subsidiaries’~~Technologies”), ~~domestic~~a ~~and foreign financial results~~Singapore-based company. On ~~Any~~May 30, ~~new~~2024, ~~taxes~~Old ~~could adversely affect our domestic and international business operations~~Foxx, ~~and~~BR ~~our~~Technologies ~~business~~ and ~~financial~~Grazyna ~~performance.~~Plawinski ~~Further~~Limited, ~~existing~~a ~~tax~~Singapore-based company ~~laws~~(“Grazyna”), ~~statutes, rules, regulations or ordinances could be~~ ~~interpreted,~~entered ~~changed,~~into ~~modified~~a orsecurities ~~applied~~purchase ~~adversely~~agreement tofor ~~us.~~issuance ~~Specifically, taxation~~ of ~~cloud-based software~~promissory isnotes ~~constantly~~in ~~evolving as many state and local jurisdictions consider~~ the ~~taxability~~amount of ~~software~~up ~~services~~to ~~provided remotely~~$9.0 million ~~These~~with ~~events~~an ~~could require us or~~interest ~~our~~rate ~~customers~~of to7% ~~pay~~per ~~additional~~annum ~~tax~~under ~~amounts~~the onsame aterms ~~prospective~~and orconditions ~~retroactive basis,~~ as ~~well~~provided asin ~~require~~the usNew orBay ~~our~~Notes. ~~customers~~A topromissory ~~pay~~note ~~fines or~~was ~~penalties~~issued ~~and~~by ~~interest~~Old ~~for~~Foxx ~~past amounts deemed~~ to BR be(the ~~due.~~“Note If4”) wein ~~raise our prices to offset~~ the ~~costs~~principal amount of ~~these~~$6 ~~changes,~~million ~~existing~~ and ~~potential~~ ~~future~~promissory ~~customers~~notes ~~may~~issued ~~elect~~by ~~not~~Old toFoxx ~~continue~~ to ~~use~~Grazyna ~~or purchase subscriptions to our platform in~~ (the ~~future. Additionally, new,~~“Note ~~changed,~~5”) ~~modified~~in ~~or newly interpreted or applied tax laws could increase our customers’ and our compliance, operating and other costs, as well as~~ the ~~costs~~total ofprincipal ~~our~~amount ~~platform. Any or all~~ of ~~these~~$3 ~~events~~million ~~could~~on ~~harm~~September ~~our~~12, ~~business and operating results~~2024.

~~Our~~Immediately ~~success~~prior ~~depends~~to the Closing, all the accrued and unpaid principal and interests on the ~~continuing~~New ~~efforts~~Bay Notes, Note 4, and Note 5 were converted into: (x) 212,050 shares of Original Foxx Common Stock for the New Bay Notes, (y) 200,882 shares of ~~our~~Original ~~senior~~Foxx ~~management~~Common ~~and~~Stock ~~key~~for ~~employees~~Note 4, and (z) 100,690 share of Old Foxx Common Stock for Note 5, at a price of $30.00 per share. At the Closing, all of the converted shares of Original Foxx Common Stock were cancelled in exchange for the holders’ pro rata share of the Closing Payment Shares using the exchange ratio of 3.3033, resulting in (x) 700,473 shares of our ~~ability~~Common Stock issued to ~~retain~~New ~~key~~Bay, ~~executives~~(y) ~~and~~663,581 shares of our Common Stock issued to ~~attract,~~BR ~~retain~~Technologies, and ~~motivate~~(z) ~~qualified~~332,614 ~~personnel~~shares of our Common Stock issued to Grazyna.

Our future success is significantly dependent upon the continued service of our senior management and other key employees. If we lose their service, we may not be able to locate suitable or qualified replacements, and may incur additional expenses to recruit and train new staff, which could severely disrupt our business and growth. Our management members are critical to our vision, strategic direction, culture and overall business success. If there is any internal organizational structure change or change in responsibilities for our management or key personnel, or if one or more of our senior management members were unable or unwilling to continue in their present positions, the operation of our business and our business prospects may be adversely affected.21

25Key Factors that Affect Operating Results

We ~~currently have limited~~ ~~personnel.~~believe ~~As of June 30, 2024, we had in total of 25 employees. We will need to attract, hire and retain additional qualified employees to achieve~~ the Company’s objectives. Recruiting and retaining qualified technical personnel and sales and marketing personnel will be critical to our success. Our employees may choose to pursue other opportunities. If we are unable to motivate or retain key ~~employees, our~~factors ~~business~~affecting ~~may be severely disrupted, and~~ our ~~prospects~~financial ~~could~~condition ~~suffer. There is no assurance that our management members would not join our competitors or form a competing business. Our limited personnel~~ and ~~resources~~results ~~may result in greater workloads for our employees compared to those at companies with which we compete for personnel, which may lead to higher levels~~ of ~~employee~~operations ~~dissatisfaction~~include ~~and~~the ~~turnover. Recruiting and retaining qualified research, development, marketing and sales personnel will be critical to our success.~~following:

WeRetention believe our future success depends on our continued ability to attract, develop, motivate and retain qualified and skilled employees. Competition for personnel with expertise in our industry is intense. We may not be able to hire and retain these personnel at compensation levels consistent with our existing compensation and salary structure. Some of ~~the~~key ~~companies~~management ~~with~~team which we compete for experienced employees have greater resources than we have and may be able to offer more attractive terms of employment. In addition, we invest significant time and resources in training our employees, which increases their value to competitors who may seek to recruit them. If we fail to retain our employees, we could incur significant expenses in hiring and training new employees, and our ability to serve customers and business partners could diminish, resulting in a material adverse effect to our business.members

One of the key differentiating factors of us is the rich blended nature of our management team. Our management team ~~has~~comprises ~~limited~~executives with extensive experience in electronics industry with IoT services related experiences. The wide array of industry experience captured ~~managing~~by aour ~~public~~management ~~company~~team allows us to deliver advanced technology and superior products to our customers. Losing any member of our key executive team could significantly impact the quality of services and products that we currently offer. Such departures may prompt customers to explore alternative products or IoT cloud platforms offered by different vendors or service providers.

~~Most members of our management~~Investment ~~team have limited experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies~~ in ~~the~~technology ~~United States. Our management team may not successfully or efficiently manage our transition to being a public company subject to significant regulatory oversight~~ and reporting obligations under the U.S. federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition, results of operations and prospects.talent

~~Risks~~We invest ~~Related~~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 our competitiveness in the ~~Regulation~~industry, especially in the realm of ~~Our~~IoT ~~Business~~services. Advancing technology and enhancing capabilities are pivotal for enterprise growth, necessitating continual progress in electronic product technologies, novel services, and ~~Operations~~expanded capabilities.

~~Changes~~To maintain inand ~~laws~~expand orour ~~regulations~~customer ~~relating to~~base, ~~data~~we ~~protection,~~must orsustain ~~any~~a ~~actual~~culture orof ~~perceived~~innovation ~~failure~~that byaligns uswith the industry’s evolution. This entails continuously introducing cutting-edge technologies to ~~comply~~the ~~with~~market. ~~such~~Our ~~laws~~current focus in research and ~~regulations~~development orrevolves ~~our~~around bolstering ~~privacy~~comprehensive ~~policies~~communication, ~~could~~storage, ~~materially~~ and ~~adversely~~energy ~~affect~~solutions, ~~our~~as ~~business~~well oras ~~could~~advancing ~~lead~~5G totechnology. ~~government~~This ~~enforcement~~includes ~~actions~~areas ~~and~~such ~~significant~~as baseband ~~penalties~~development, ~~against~~Radio usFrequency (RF) layout optimization, ~~and~~Session ~~adversely impact~~Initiation ~~our~~Protocol ~~operating~~(SIP) ~~results~~integration, and rigorous system testing.

~~We currently do not collect~~Our ~~any~~ability sensitive data or confidential information. There are numerous federal, state and international laws and regulations regarding privacy, data protection, information security, and the collection, storing, sharing, use, processing, transfer, disclosure, and protection of personal information and other data, and the scope of such laws and regulations may change, be subject to ~~differing~~expand interpretations, or conflict with other laws and regulations. Further, any significant change to applicable laws, regulations, or industry practices regarding the collection, use, retention, security, or disclosure of data, or their interpretation, or any changes regarding the manner in which the consent of relevant users for the collection, use, retention, or disclosure of such data must be obtained, could increase our ~~costs and require us to modify our services and candidate~~ products, ~~possibly in a material manner, which we may be unable to complete,~~ and ~~may limit~~services ~~our ability to store~~ and ~~process~~diversifying ~~patients’~~customer ~~data or develop new services and features.~~base

~~The legislative and regulatory~~Currently, ~~landscape~~our ~~for~~main ~~data~~revenue ~~protection~~stream ~~continues~~originates tofrom ~~evolve,~~the ~~and~~sale inof ~~recent years~~tablets ~~there has been an increasing focus on privacy~~ and ~~data~~mobile ~~security issues~~phones. ~~Numerous~~As ~~federal~~brand recognition and ~~state~~acceptance ~~laws~~grow, ~~including~~we ~~state~~anticipate a ~~data~~surge ~~breach~~in ~~notification~~user ~~laws,~~adoption ~~state~~of ~~health~~our ~~information~~wireless ~~privacy~~services ~~laws,~~ and ~~federal and~~intelligence ~~state~~products. ~~consumer~~Our ~~protection~~capacity ~~laws,~~to ~~govern~~broaden ~~the~~our ~~collection,~~products ~~use~~portfolio, ~~and~~offer ~~disclosure~~new services ~~of health-related~~ and ~~other~~attract ~~personal~~a ~~information. Failure~~more todiversified ~~comply~~customer ~~with~~base ~~such laws and regulations~~ could ~~result~~significantly ininfluence ~~government~~our ~~enforcement~~future ~~actions~~operating ~~and create liability for us (including the imposition of significant civil or criminal penalties), private litigation and/or adverse publicity that could negatively affect our business~~results.

26Results of Operations

WeComparison for ~~conduct business in~~ the ~~United~~years ~~States in a~~ended ~~heavily~~June ~~regulated environment~~30, ~~and~~2025 if we fail to obtain all necessary equipment authorizations required to import, market, or sell our equipment, we could be subject to enforcement proceedings that may harm our business, financial condition, and ~~results of operations.~~2024

Our business relies on our ability to import and market our devices in the United States. We endeavor to ensure that our operations comply with applicable laws. However, failure to comply with applicable FCC equipment authorization rules could lead to enforcement action, including monetary forfeitures or loss of equipment authorizations. FCC investigations or enforcement proceedings also require financial and other resources to defend. Any future FCC investigations or enforcement could harm our business or our financial condition.

	For the Years Ended June 30,
	2025			2024			Change ($)			Change (%)

Revenues, net	$	65,919,166		$	3,228,559		$	62,690,607			1,941.8	%
Cost of goods sold		61,144,561			3,112,616			58,031,945			1,864.4	%
Gross profit		4,774,605			115,943			4,658,662			4,018.1	%
Operating expenses
Selling expense		5,183,464			1,076,761			4,106,703			381.4	%
General, and administrative expense		7,068,426			2,076,484			4,991,942			240.4	%
Research and development – related party		136,752			91,168			45,584			50.0	%
Research and development		2,083,897			-			2,083,897			100.0	%
Loss from operations		(9,697,934	)		(3,128,470	)		(6,569,464	)		210.0	%
Other income (expense), net		754,541			(282,344	)		1,036,885			(367.2	)%
Provision for income tax		76,743			19,828			56,915			287.0	%
Net loss		(9,020,136	)		(3,430,642	)		(5,589,494	)		162.9	%
Foreign currency translation adjustment		(5,002	)		-			(5,002	)		100.0	%
Comprehensive loss	$	(9,025,138	)	$	(3,430,642	)	$	(5,594,496	)		163.1	%

In addition, new devices or modifications to our approved devices could require that we obtain additional equipment authorizations. Failure to obtain the requisite authorizations could likewise subject our past or present operations to FCC enforcement action, including monetary forfeitures or loss of equipment authorization. Failure to obtain necessary equipment authorizations as required for new or modified devices could preclude such devices from being imported, sold, or marketed in the United States. Further, we rely on third-parties authorized by the FCC to test our equipment to ensure compliance with applicable FCC regulations, and to submit all necessary reports and data to obtain any required FCC equipment authorizations. There is no guarantee these third-party testing laboratories have conducted equipment evaluations in accordance with recognized and generally accepted good engineering practice, or that any measurements performed or data collected conform with recognized and generally accepted good engineering practices.22

The FCC’s equipment authorization rules and/or the FCC’s interpretation of those rules may change in the future. As noted above, we endeavor to comply with applicable laws and regulations, and we will rely on U.S. telecommunications counsel to evaluate the impact of any applicable changes to the FCC’s rules or rule interpretations in the future.Revenues

~~Changes~~Our revenue primarily derived from sales of electronic products. The total revenues increased by approximately $62.7 million, or 1,941.8%, to approximately $65.9 million for the ~~Covered~~year ~~List~~ended ~~may~~June ~~impact~~30, ~~business~~2025 as compared to $3.2 million for the year ended June 30, 2024. The increase of the total revenue was mainly attributable to the sales from three new major wholesale customers who ~~financial~~aggregately ~~condition,~~accounted for 76% of our sales and ~~results~~launching of ~~operations~~a new line of products, which is the wearable electronic products, and new services.

~~The FCC maintains and periodically~~Our ~~updates~~revenues afrom ~~Covered~~our ~~List~~revenue ofcategories ~~communications~~are ~~equipment~~summarized and services that have been determined by the U.S. government to pose an unacceptable risk to the national security of the United States or the security and safety of United States persons to national security pursuant to the Secure and Trusted Communications Networks Act of 2019. Equipment produced by a company on the Covered List cannot receive an equipment authorization. And, therefore, cannot be imported, marketed, or sold in the United States. The FCC has previously concluded that placement on the Covered List applies to equipment authorizations both prospectively and retrospectively. In other words, the FCC has determined that it has the authority to revoke previously issued equipment authorization as well as deny future authorizations for equipment produced by a company added to the Covered List. In addition, while the FCC has previously declined to prohibit equipment authorization for devices that incorporate equipment produced by a company on the Covered List as a component, the FCC is currently considering whether to expand its prohibition to such component parts.follows:

While we do not anticipate our or any of our suppliers’ addition to the Covered List, the addition of our or any of our suppliers to the Covered List could negatively impact our business operations in the United States and our financial condition. Inclusion on the Covered List could result in the loss of required equipment authorizations for some or all of our equipment identified by the FCC as critical to national security. A loss of required equipment authorizations would preclude our ongoing sale of affected devices in the United States and could require us to replace affected component parts for devices imported, marketed, or sold in the United States. This could impose financial burdens and operational challenges that adversely affect our business.

	For the Years Ended
	June 30, 2025		June 30, 2024

Tablet products	$	509,843	$	660,787
Mobile phone products		59,696,955		2,567,772
Wearable products and others		3,444,077		-
Subtotal product revenues		63,650,875		3,228,559
App service commission revenue, net		2,166,477		-
Other services		101,814		-
Subtotal service revenues		2,268,291		-
Total revenues, net	$	65,919,166	$	3,228,559

WeRevenue from ~~may~~the ~~collaborate~~sales ~~with~~of ~~additional~~tablet ~~business~~products decreased by approximately $0.2 million, or 22.8%, to approximately $0.5 million for the year ended June ~~partners~~30, ~~outside~~2025, from $0.7 for the year ended June 30, 2024. Revenue from sales of mobile phone products, which accounted for 91% of total revenue, increased by approximately $57.1 million, or 2,224.9%, to approximately $59.7 million for the ~~United~~year ~~States~~ended ~~and~~June ~~potentially~~30, ~~expand~~2025 ~~into~~from ~~markets~~$2.6 ~~beyond~~million for the ~~United~~year ~~States~~ended June 30, 2024, primarily because we rolled out some new phone products beginning in January 2024 and the sales to our two new major wholesale customers accounted for 50% of our sales in aggregate. Revenue from sales of wearable products and others, which ~~may~~was new ~~incur~~for ~~significant~~the ~~cost~~year ended June 30, 2025, increased by approximately $3.4 million, or 100.0%, to approximately $3.4 million for the year ended June 30, 2025 from $0 for year ended June 30, 2024, as we rolled out some new wearable products beginning in October 2024. Revenue from App service commission increased by approximately $2.2 million, or 100.0%, to approximately $2.2 million for the year ended June 30, 2025 from $0 for the year ended June 30, 2024, as we started to generate income by providing installation of App service to our partners on our mobile devices and procure the distribution of these devices to the end users ~~expose~~beginning usin July 2024. Revenue from other services increased by approximately $0.1 million, or 100.0%, to ~~significant~~approximately ~~risks~~$0.1 million for the year ended June 30, 2025 from $0 for the year ended June 30, 2024, as we started to generate income by providing other logistic and warehouse management services in April 2025.

~~To date, we have not operated~~Cost ~~or generated any revenue outside~~ of ~~the~~Goods United States. However, we anticipate diversifying our current supply chain by sourcing components from additional suppliers in Asia. Additionally, we may expand our market presence beyond the United States, aiming to sell our products in other regions such as Latin America. Due to our limited experience with international operations and developing and managing sales and distribution channels in international markets, our international expansion efforts may not be successful.Sold

27Our cost of goods sold mainly consisted of cost of merchandise and freight. Total cost of goods sold increased by approximately $58.0 million, or 1,864.4%, to approximately $61.1 million for the year ended June 30, 2025 as compared to $3.1 million for the year ended June 30, 2024. The increase in cost of goods sold is a direct result of an increase in our revenue, which is consistent with the acquisition of our three new major wholesale customers and new product line as discussed above for the year ended June 30, 2025.

~~Operating or selling in international~~Our ~~markets~~cost ~~requires~~of ~~significant~~goods ~~resources~~sold ~~and~~from ~~management~~their ~~attention~~revenue ~~and~~categories ~~subjects us to intellectual property, regulatory, economic and political risks that~~ are ~~different~~summarized ~~from~~as those in the United States. As we increase our international sales efforts and explore international operations, we will face increased risks in doing business internationally that could harm our business, includingfollows:

● the need to establish and protect our brand in international markets;

	For the Years Ended
	June 30, 2025		June 30, 2024

Tablet products	$	437,903	$	505,832
Mobile phone products		57,618,133		2,606,784
Wearable products		3,040,588		-
Other services cost		47,937		-
Total cost of goods sold	$	61,144,561	$	3,112,616

●Our cost of goods sold for tablets decreased by approximately $0.1 million, or 13.4%, to approximately $0.4 million for the ~~need~~year ended June 30, 2025 from $0.5 for the same period in 2024. Cost of goods sold for mobile phone products increased by approximately $55.0 million, or 2,110.3%, to ~~localize~~approximately $57.6 million for the year ended June 30, 2025 from $2.6 million for the same period in 2024, which is consistent with the direct result of an increase in revenue from sales of mobile phone products. Cost of goods sold for wearable products and ~~adapt~~others increased by approximately $3.0 million, or 100.0%, to approximately $3.0 million for the year ended June 30, 2025 from $0 for the same period in 2024, which is also the direct result of an increase in our ~~solution~~revenue as we rolled out some new wearable products beginning in October 2024. Cost of goods sold for ~~specific~~other ~~countries~~services increased by approximately $48,000, ~~including~~or ~~translation~~100.0% ~~into~~to ~~foreign~~approximately ~~languages~~$48,000 ~~and~~for ~~associated~~the ~~costs~~year ~~and~~ended ~~expenses;~~June 30, 2025 from $0 for the same period in 2024, which is also the direct result of an increase in our other revenue as we started to generate income by providing other services during the year ended June 30, 2025.

~~● difficulties in staffing and managing foreign operations, particularly hiring and training qualified sales and service personnel;~~23

~~● the need to implement and offer customer care, in various languages;~~Gross Profit

●Our gross ~~different~~profit ~~pricing~~increased ~~environments~~by approximately $4.7 million, ~~longer~~or ~~sales~~4,018.1%, ~~and~~to ~~accounts~~approximately ~~receivable~~$4.8 ~~payment~~million for ~~cycles~~the ~~and~~year ~~collections~~ended ~~issues;~~June 30, 2025, from approximately $0.1 million for the year ended June 30, 2024.

●Our gross ~~weaker~~profit ~~protection~~from ~~for~~their ~~intellectual~~major ~~property~~revenue ~~and~~categories ~~other~~is ~~legal~~summarized ~~rights~~as ~~than in the United States and practical difficulties in enforcing intellectual property and other rights outside of the United States;~~follows:

● privacy and data protection laws and regulations that are complex, expensive to comply with and may require that client data be stored and processed in a designated territory;

	For the Years Ended June 30,
	2025			2024			Change			Change (%)

Tablet products
Gross profit	$	71,940		$	154,955		$	(83,015	)		(53.6	)%
Gross profit percentage		14.1	%		23.5	%		(9.3	)%

Mobile phone products
Gross profit	$	2,078,822		$	(39,012	)	$	2,117,834			(5,428.7	)%
Gross profit percentage		3.5	%		(1.5	)%		5.0	%

Wearable products and others
Gross profit	$	403,489		$	-		$	403,489			100.0	%
Gross profit percentage		11.7	%		-			11.7	%

App service commission revenue
Gross profit	$	2,166,477		$	-		$	2,166,477			100.0	%
Gross profit percentage		100.0	%		-			100.0	%

Other services
Gross profit	$	53,877		$	-		$	53,877			100.0	%
Gross profit percentage		52.9	%		-			100.0	%

Total
Gross profit	$	4,774,605		$	115,943		$	4,658,662			4,018.1	%
Gross profit percentage		7.2	%		3.6	%		3.7	%

●For the ~~increased~~year ~~risk~~ended ofJune ~~piracy~~30, ~~counterfeiting~~2025 and ~~other~~2024, ~~misappropriation~~our ofoverall ~~our~~gross ~~intellectual~~profit ~~property~~percentage was 7.2% and 3.6%, respectively. The increase in ~~our~~gross profit ~~locations~~percentage ~~outside~~of 3.7% was primarily due to the ~~United~~increases ~~States;~~in gross profit percentage for mobile phone products, wearable products and others and app service commission revenue and others.

●Gross profit ~~new~~percentage ~~and~~of ~~different~~tablets ~~sources~~dropped from 23.5% to 14.1% from the year ended June 30, 2024 to the same period in 2025. This was primarily due the decrease of ~~competition;~~sales of those with higher unit selling prices and lower unit purchase prices.

●Gross profit ~~general~~(loss) ~~economic~~percentage ~~conditions~~for mobile phones increased from (1.5)% to 3.5% for the year ended June 30, 2024, to the same period in 2025. ~~international~~This ~~markets;~~was primarily due to the increasing sales of new phone models with higher gross profit margins.

~~● fluctuations in~~ For the ~~value~~year ofended ~~the~~June ~~U.S.~~30, ~~dollar and foreign currencies~~2025, ~~which~~our ~~may~~gross ~~make~~profit ~~our~~percentage ~~solution~~of ~~more~~wearable ~~expensive~~products inwas ~~other~~11.7%. ~~countries~~We ordid ~~may~~not ~~increase~~have ~~our~~this ~~costs,~~kind ~~impacting~~of ~~our~~products ~~operating~~for ~~results~~the year ~~when~~ended ~~translated~~June ~~into~~30, U2024.~~S. dollars;~~

●For the ~~compliance~~year ~~challenges~~ended ~~related~~June 30, 2025, our gross profit percentage of App service commission and others was 100.0%. This high margin was primarily attributable to the ~~complexity~~nature of ~~multiple~~App service commission revenue, ~~conflicting~~which ~~and~~was ~~changing~~commission ~~governmental~~based ~~laws~~revenue that was earned at a point in time when the revenue is generated from the App, that is when clicks and/or ~~regulations~~impressions, ~~including~~activation ~~employment~~of Apps, ~~tax~~and installation of additional Apps occur at a point in time when the end users of the mobile devices interact with those Apps. We earned the App revenue share (service commission) from our partners without incurring any direct cost, ~~telecommunications~~as the pre-installation expenses were included in the research and ~~telemarketing~~development expenses ~~laws~~prior to installation, and ~~regulations;~~any labor costs with minimal time spent were immaterial to be allocated to cost of revenue. We did not have this kind of service for the year ended June 30, 2024.

●For the ~~increased~~year ~~risk~~ended June 30, 2025, our gross profit percentage of ~~international~~other ~~telecom~~services ~~fraud;~~was 52.9%. We did not have the other logistic and warehouse management services for the year ended June 30, 2024.

~~● laws and business practices favoring local competitors;~~24

● compliance with laws and regulations applicable to foreign operations and cross border transactions, including anti-corruption laws, supply chain restrictions, import and export control laws, tariffs, trade barriers, economic sanctions and other regulatory or contractual limitations on our ability to sell our solution in certain foreign markets, and the risks and costs of non-compliance;Operating Expenses

●Total operating expenses increased ~~financial~~by ~~accounting~~approximately ~~and~~$11.3 ~~reporting~~million, ~~burdens~~or ~~and~~346.1%, ~~complexities;~~to approximately $14.5 million for the year ended June 30, 2025 from approximately $3.2 million for the year ended June 30, 2024.

●Our operating ~~restrictions~~expenses orare ~~taxes~~summarized onas ~~the transfer of funds;~~follows:

● adverse tax consequences; and

	For the Years ended June 30,
	2025		2024		Change ($)		Change (%)

Operating expenses
Selling expenses	$	5,183,464	$	1,076,761	$	4,106,703		381.4	%
General and administrative expense		7,068,426		2,076,484		4,991,942		240.4	%
Research and development – related party		136,752		91,168		45,584		50.0	%
Research and development		2,083,897		-		2,083,897		100.0	%
Total operating expense	$	14,472,539	$	3,244,413	$	11,228,126		346.1	%

●The increase ~~unstable~~in ~~economic~~operating ~~and~~expense ~~political~~was ~~conditions~~mainly ~~and~~attributed ~~potential~~to ~~accompanying~~the ~~shifts in laws and regulations.~~following:

~~These risks could harm our~~Selling ~~international operations, increase our operating costs and hinder our ability to grow our international business and, consequently, our overall business and results of operations.~~Expenses

28Selling expenses increased approximately $4.1 million, or 381.4%, to approximately $5.2 million for the year ended June 30, 2025, from approximately $1.1 million for the year ended June 30, 2024. The increased selling expenses was mainly attributable to (i) approximately $2.0 million increase in commission, payroll and payroll related expense as we recruited and hired more salespersons to our team during the year ended June 30, 2025, (ii) approximately $0.9 million increase in consulting fees, as the Company engaged additional sales consultant to enhance our sales efforts, (iii) approximately $0.4 million increase in sampling, testing and certification expenses, (iv) approximately $0.2 million increase in stock-based compensation as we granted restricted stock units in November 2024 to our sales team members under the Incentive Plan, (v) approximately $0.3 million increase in warranty expenses which is in line with sales growth, and (vi) approximately $0.3 million increase advertising and marketing, which all directly related with boosting the brand awareness, adding new product models, and attracting more business opportunities in the electronic devices market during the year ended June 30, 2025.

~~We may expand into new product or service~~General ~~categories, which may subject us to new regulatory clearances, approvals~~ and ~~compliance~~Administrative ~~requirements.~~Expenses

WeGeneral ~~currently~~and ~~only~~administrative ~~engage~~expenses inincreased approximately $5.0 million, ~~the~~or ~~sales~~240.4%, ofto ~~smartphones~~approximately ~~and~~$7.1 ~~tablets~~million infor the ~~United~~year ~~States~~ended June 30, ~~but~~2025 ~~may~~from ~~expand~~approximately ~~into~~$2.1 million ~~other~~for ~~product~~the oryear ~~service~~ended ~~categories~~June 30, ~~including~~2024. ~~IoT~~The ~~products,~~increased general and administrative expense were mainly attributable to (i) the approximately $1.3 million increase in ~~wearables~~professional expense on audit, ~~health~~legal and ~~wellness~~accounting ~~products,~~fees ~~environmental~~as ~~management~~we ~~solutions~~became a public company, (ii) approximately $1.2 million increase in salary and ~~IoT~~wages ~~cloud~~as ~~platform~~we made more new hires during the year ended June 30, 2025, (iii) approximately $0.9 Wemillion ~~may~~increase ~~need~~in credit losses due to ~~undergo~~the ~~additional testing~~increasing ~~and~~risk ~~certifications~~of uncollectable accounts from a few of our customers, ~~such~~(iv) approximately $0.4 million increase in stock-based compensation as ~~those~~we ~~required~~granted ~~for~~restricted ~~FCC~~stock ~~Equipment~~units ~~Authorization,~~in ~~Google~~November ~~Mobile~~2024 ~~Services~~to ~~(GMS)~~our management team members under the Incentive Plan, ~~PTCRB~~and (~~PCS~~v) ~~Type Certification~~approximately ~~Review~~$1.2 million ~~Board)~~increase in other general and administrative miscellaneous expenses, ~~Conformité~~such ~~Européenne~~as ~~(CE)~~insurance, ~~Underwriters~~rent ~~Laboratories~~expense, ~~(UL)~~travel expense, and oroffice ~~RoHS~~expense ~~certification~~due to increased expenses in the increased of our operations. We anticipate a continued rise in our G&A as we persist in executing our business expansion plan and integrating IoT-enabled devices alongside our cloud platform to streamline operations in 2026.

~~Some of the new product or~~Research ~~service categories may subject us to new regulatory clearance, approval~~ and ~~compliance~~Development — related requirements, including but not limited to federal laws and regulations concerning telecommunication service providers, public utilities or public services laws and regulations, federal and state data protection, privacy and cybersecurity laws and regulations, federal and state consumer protection laws and regulations, among other laws and regulations affecting interconnection, roaming, internet openness, net neutrality, robocalling/robotexting, disabilities access, digital discrimination and other areas of potential regulations.party

~~The~~Research and ~~changing~~development ~~regulatory~~(“R&D”) ~~environment may~~expenses ~~have~~from a ~~material~~related ~~impact~~party onincreased ~~our~~by ~~ability~~approximately to$46,000, ~~begin~~or to50.0%, ~~market~~where ~~existing~~the ~~and~~increase was ~~new~~primarily ~~devices~~due orto ~~services.~~an IfR&D weproject ~~become~~began ~~subject~~in to2024. ~~those~~During ~~regulations, our~~the ~~failure~~year toended ~~obtain~~June or30, ~~once obtained~~2024, ~~maintain,~~a ~~any~~related ~~regulatory~~party ~~clearances~~completed ~~and~~40% ~~approvals~~of ~~and~~the toremaining 5G ~~ensure~~development ~~compliance~~project ~~with~~pursuant ~~regulatory~~to ~~requirements could~~an ~~negatively~~R&D ~~affect~~agreement ~~our~~between ~~business.~~us ~~Regulatory~~and ~~authorities~~the ~~may~~related ~~change~~party, ~~their~~and ~~clearance~~we orrecognized ~~approval~~an ~~policies,~~R&D ~~adopt~~expense ~~additional regulations~~approximately orof ~~revise existing regulations~~$91,000 oraccordingly ~~take~~based ~~other~~on ~~actions~~the ~~which~~progression ~~may prevent or delay clearance or approval~~ of ~~our~~the ~~products~~R&D ~~or services under development~~project. ~~Such~~During ~~policy~~the oryear ~~regulatory~~ended ~~changes~~June ~~could~~30, ~~impose~~2025, ~~additional~~the ~~requirements~~related onparty uscompleted the ~~that~~remaining ~~could~~5G ~~delay~~development ~~our~~project, ~~ability~~and towe ~~obtain~~recognized ~~new~~a ~~clearances or~~R&D ~~approvals~~expense ~~or increase the costs~~ of ~~compliance~~approximately $137,000.

~~There can be no assurance that~~Research ~~government regulations that may become applicable to our products or the interpretation of those regulations will not change or that our will be able to obtain any required regulatory clearances~~ and approvals for its products. The extent of potentially adverse government regulation that might arise from future legislation or administrative action and the impact on our business and results of operations cannot be predicted.Development

~~Recent~~R&D expenses ~~and~~increased ~~future~~by ~~federal~~approximately ~~legislative~~$2.1 million, ~~regulatory and~~or ~~executive~~100.0%, ~~actions~~from on$0 ~~information~~for ~~and~~the ~~communications~~year ~~technology~~ended ~~and~~June ~~services~~30, ~~involving~~2024 ~~national~~to ~~security~~$2.1 ~~and~~million ~~foreign~~for ~~ownership~~the ~~restrictions~~same orperiod ~~requirements~~in ~~may~~2025. ~~substantially~~The ~~limit~~increase ~~the~~is ~~scope~~due to hiring of ~~our~~more ~~operations,~~employees ~~impact~~and ~~our~~engaging ~~abilities~~third parties to ~~expand~~provide ~~into~~development ~~new~~services for new products orduring ~~services~~the year ended June 30, or2025. The increase is also attributable to approximately $0.1 million increase in ~~substantially~~stock-based orcompensation ~~severely~~as ~~impact~~we granted restricted stock units in November 2024 to our ~~operations~~R&D orteam ~~financial~~members ~~results~~under the Incentive Plan.

In recent years, the U.S. Government has expressed concerns with the security of information and communications technology and services (“ICTS”) sourced from providers in China, Russia, and other jurisdictions. The U.S. Congress and various executive agencies, including the FCC, the Department of Commerce, and the Department of Justice, have enacted, imposed or proposed a series of measures aimed at increasing oversight of certain commercial transactions involving Chinese companies or investments by such companies in the United States.25

~~For example, under the authority~~Other ~~conferred~~Income ~~by Executive Order 13873, issued in May 2019, the Department of Commerce promulgated final rules~~ (~~the “ICTS Rules”~~Expense) ~~in January 2021 under 15 C.F.R. Part 7 that broadly empowers that agency (in consultation with other executive agencies) to block~~, condition, or regulate any “transaction” involving the “acquisition, importation, transfer, installation, dealing in, or use of any information and communications technology or service” designed, developed, manufactured, or supplied by a Chinese company (i.e., given China’s designation as a “foreign adversary” under Executive Order 13873) that poses “undue risks or unacceptable risks” to U.S. national security. An additional Executive Order, issued January 19, 2021, directs the Commerce Department to adopt rules requiring Infrastructure-as-a-Service providers to collect additional information about their customers and new record-keeping requirements, and would allow the Department of Commerce to take actions to address “malicious cyber-enabled activities.” In June 2023, the Department published an amended rules to the ICTS Rules to clarify its ability to regulate transactions involving software, including so-called “connected software applications,” and to further enumerate the criteria that the Department will consider when reviewing such transactions.Net

~~Similarly, in April 2020,~~Our ~~the~~other President published Executive Order 13913 to formalize an ad-hoc inter-agency group as the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector (the “Team Telecom”). The Executive Order empowers Team Telecom to review FCC license and transfer applications involving foreign participation to determine whether grant of the requested license or transfer approval may pose a risk to the national security or law enforcement interests of the United Statesexpense, ~~and~~ tonet review existing licenses to identify any additional or new risks to national security or law enforcement interests that did not exist when a license was first granted. Following an investigation, Team Telecom may recommend that the FCC revoke or modify existing licenses or deny or condition approval of new licenses and license transfers. The FCC refers three types of licenses or authorizations to the Telecom Committee: (1) international Section 214 authorizations allowing telecommunications carriers to provide telephone service between the United States and foreign points; (2) submarine cable licenses allowing persons to operate submarine cables that connect the United States with a foreign country or with another portion of the United States; and (3) common carrier, broadcast, or aeronautical radio station licenses when the applicant is asummarized ~~corporation~~as ~~with foreign ownership over certain thresholds.~~follows:

	For the Years ended June 30,
	2025			2024			Change			Change (%)

Other income (expense)
Interest expense	$	(4,959,055	)	$	(278,328	)	$	(4,680,727	)		1,681.7	%
Other income (expense), net		25,589			(4,016	)		29,605			(737.2	)%
Change in fair value of earnout liabilities		5,688,007			-			5,688,007			100.0	%
Total other income (expense), net	$	754,541		$	(282,344	)	$	1,036,885			(367.2	)%

InTotal other ~~addition~~income (expense), innet ~~April 2023, the~~increased ~~FCC~~by ~~proposed~~approximately ~~new~~$1.0 ~~rules~~million, toor ~~overhaul~~367.2%, ~~its~~to ~~licensing~~approximately ~~requirements~~$0.8 ~~and~~million ~~review~~of ~~process~~other income for ~~providers~~the year ~~that~~ended ~~hold~~June ~~“international~~30, ~~Section 214 authorization~~2025,” asfrom ~~provided~~approximately ~~under~~$0.3 ~~Section 214~~million of other expenses for the ~~Communications~~year ~~Act of 1934~~ended June 30, by2024. ~~requiring~~The ~~enhanced~~increase ~~disclosures~~was primarily ~~about~~due ~~licensees’~~to ~~foreign~~approximately ~~ownership,~~$5.7 ~~use~~million of ~~“untrusted”~~the ~~equipment~~change ~~and~~in ~~“foreign-owned managed~~fair ~~network~~value ~~service~~of earnout liabilities in connection with the Business Combination and ~~providers,”~~offset asby ~~well~~the asincrease ~~making~~in ~~those~~interest ~~licenses~~expenses ~~subject~~of approximately $4.7 million incurred related to ~~periodic~~the ~~national~~financing ~~security~~offered ~~reviews~~by our vendors based upon the timing of our payment to their accounts payable.

~~In November 2023, the~~Provision ~~FCC also adopted new rules to expand its equipment authorization rules to apply to equipment “components,” and potentially enable revocation of current authorizations~~ for ~~national~~Income security reasons. Under the new rules, the FCC will not issue new authorizations for telecommunications equipment produced by certain Chinese entities identified in a cover list, until the FCC approves these entities’ plans to ensure that their equipment is not marketed or sold for public safety purposes, government facilities, critical infrastructure, or other national security purposes. The FCC did not, however, revoke any of its prior authorizations for these companies’ equipment, although it sought comments on whether it should do so in the future.Taxes

In August 2023, the President issued Executive Order 14105, which addresses national security risks arising from outbound capital investment from the United States to foreign companies involved in certain sensitive technologies. The ~~order asked the Department of Treasury to establish an outbound investment~~ ~~review~~provision ~~regime~~for ~~(the~~income ~~“Outbound~~taxes ~~Investment~~was ~~Review~~approximately ~~Regime”) to screen outbound capital flows that can be exploited to accelerate development of technologies used to support foreign countries’ military~~$77,000 ~~intelligence,~~and ~~surveillance~~$20,000 ~~and~~for ~~cyber~~the ~~capabilities.~~years ~~The order~~ended ~~cited~~June ~~China~~30, ~~(including~~2025 ~~Hong Kong~~ and ~~Macau) as a country of concern. On August 14~~2024, ~~2023~~respectively, ~~the Treasury Department published~~which anincreased ~~Advanced~~by ~~Notice~~$57,000 ofor ~~Proposed~~287.0% ~~Rulemaking~~as ~~(ANPRM)~~we tohad ~~solicit~~non-deductible ~~public~~change ~~comment~~in tofair ~~implement~~value ~~the~~of ~~Outbound~~earnout ~~Investment~~liabilities ~~Review Regime in three categories~~ of ~~covered~~approximately ~~national~~5.7 ~~security~~million ~~technologies~~ and ~~products: semiconductors and microelectronics, quantum information technologies,~~ ~~and~~capitalized ~~artificial~~R&D ~~intelligence~~expenses ~~(AI) systems. On June 21, 2024, after reviewing public comments on the ANPRM, the Treasury Department published a set~~ of ~~proposed~~approximately ~~rules~~$2.1 tomillion ~~formalize~~during the ~~texts~~year ~~for~~ended ~~the~~June ~~Outbound Investment Review Regime. The final rules under such regime may have potential impacts on our operations~~30, ~~products and services or business relationships, or any transactions that we enter into, in the future~~2025.

~~Lastly, in February 2024,~~Net the National Security Division of the Department of Justice published an Advanced Notice of Proposed Rulemaking (ANPRM) to seek public comments on the establishment of a new licensing and screening regime (“Outbound Data Transfer Review Regime”) to restrict U.S. persons from transferring bulk sensitive personal data and select U.S. government data to covered foreign persons in China (including Hong Kong and Macau), Cuba, Iran, North Korea, Russia, and Venezuela, through the means of data brokerage, vendor agreement, employment agreement and investment agreement.Loss

~~This~~Net loss ~~patchwork~~increased ofby ~~sector-specific and general~~approximately ~~regulatory restrictions~~$5.6 million, ~~limits~~ or ~~review requirements may have varying level of impacts on our operations and financial performance~~162. ~~Some of the regulatory actions have not been finalized~~9%, ~~with its final content or requirements subject~~ to ~~change~~approximately $9.0 ~~Many~~million offor the ~~regulatory actions,~~year ~~even~~ended ifJune ~~finalized or adopted~~30, ~~have not been fully implemented or operationalized~~2025, ~~and~~from ~~there are significant discretions or uncertainties~~approximately ~~with~~$3.4 ~~regard~~million tofor the ~~ways~~year ~~and~~ended ~~manners~~June ~~under~~30, ~~which~~2024. ~~such~~Such ~~actions~~change ~~may~~was bemainly ~~enforced~~due ~~and~~to ~~interpreted by~~ the ~~relevant~~reasons ~~regulatory~~discussed ~~authorities~~above.

~~We currently do not transact~~Foreign ~~with~~Currency ~~any~~Translation entities on the “Covered List” under FCC’s equipment authorization regime, or any entity subject to export control or economic sanctions. In addition, we do not currently operate any telecommunication services and do not intent to operate any telecommunication services in the near future or apply for a Section 214 license, and are therefore not subject to Team Telecom or FCC national security review regimes or requirements. In addition, we have not received any subpoena, notice, or correspondence with any regulatory agencies arising from the ICTS Rules, and have no reason to believe that we have engaged in any transactions subject to the ICTS Rules.Adjustment

WeChanges in ~~currently~~foreign ~~work~~currency ~~with~~translation ~~suppliers~~adjustment inof ~~China for~~approximately ~~various components~~$5,000 ~~excluding~~are ~~SoCs,~~mainly indue ~~our~~to ~~product~~the ~~assembly,~~fluctuation ~~while~~of ~~proposed~~foreign ~~regulations~~exchange ~~such~~rates asbetween SGD (the ~~Outbound~~functional ~~Investment~~currency ~~Review~~of ~~and Outbound~~one ~~Data~~of ~~Transfer~~our ~~regimes~~subsidiaries) ~~may~~and ~~heighten~~the ~~scrutiny~~USD ondollar ~~our~~(reporting ~~transactions,~~currency) ~~leading~~for tothe ~~operational~~year ~~adjustments,~~ended ~~increased~~June ~~compliance costs~~30, ~~and~~ ~~potential limitations on funding and strategic opportunities~~2025.

~~The Outbound Investment Review~~Liquidity ~~Regime~~ and ~~the~~Capital Outbound Data Transfer Review Regime, if and depending as to how they are implemented, together with enhanced powers assigned to the Committee on Foreign Investment in the United States (CFIUS), export control and trade restrictions managed by the Department of Commerce, and the economic sanctions regime managed by the Office of Foreign Asset Control (OFAC) within the Department of Treasury, could result in increased scrutiny of transactions involving our business and potential interference with business transactions that we deem to be beneficial. If the ICTS Rules are applied against us, or the Outbound Investment Review Regime and the Outbound Data Transfer Review Regime are finalized in a way that affects our operations, products and services or business relationships, we may be forced to limit or change our future product or service offerings, cease business partnerships or collaborations with certain Chinese and foreign companies for R&D or manufacturing, and otherwise significantly change our operations or business models to comply with applicable rules and regulations. Such compliance costs may cause significant financial cost, reputational damages, otherwise reduce our profits. In addition, there is significant uncertainty as to how such rules and regulations will be implemented and enforced, to the extent that any transactions that the company seeks to engage may be subject to review under the ICTS Rules, the Outbound Investment Review Regime and the Outbound Data Transfer Review Regime, we may also be severely limited in our abilities to secure outside funding, or explore strategic acquisition or investment opportunities with covered individuals or entities, or may be forced to abandon covered transactions. In the event of regulatory changes or reviews, we may need to collaborate with other suppliers or manufacturers in Southeast Asia for our product production, potentially causing additional time-to-market delays and impacting profitability.Resources

30In assessing liquidity, we monitor and analyses cash on-hand and operating and capital expenditure commitments. Our 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.

~~Risks~~As of ~~Related~~June to30, ~~Our~~2025, ~~Intellectual~~we ~~Property~~had cash and cash equivalents of approximately $1.9 million, while we had accumulated deficit of approximately $20.0 million. During the year ended June 30, 2025, we had net loss of approximately $9.0 million and net operating cash outflow of approximately $6.6 million.

~~Our~~If we ~~intellectual~~are ~~property~~unable ~~rights~~to ~~are~~generate ~~valuable~~sufficient funds to finance the working capital requirements within the normal operating cycle of a twelve-month ~~and~~period ~~any~~from ~~inability~~the todate ~~protect~~of ~~our~~the ~~intellectual~~consolidated ~~property~~financial ~~rights~~statements ~~could~~are ~~harm~~issued, we may have to consider supplementing our ~~business~~available ~~and~~sources of ~~operating~~funds ~~results.~~through the following sources:

~~Our~~● ~~future~~Other ~~success~~available ~~and~~sources competitive position depend in part on our ability to protect our intellectual property and proprietary business know-hows. Our practice is to require employees and consultants to execute non-disclosure and proprietary rights agreements upon commencement of ~~employment~~financing orfrom ~~consulting arrangements.~~banks, ~~These~~other ~~agreements~~financial ~~acknowledge~~institutions our exclusive ownership of all intellectual property developed by the individuals during their work for us and require that all proprietary information disclosed will remain confidential. Such agreements may not be enforceable in full or inprivate ~~part in all jurisdictions and any breach could have a negative effect on our business and our remedy for such breach may be limited.~~lenders;

~~While~~● weFinancial ~~take~~support steps to protect our intellectual property, the steps we take may be inadequate to prevent infringement, misappropriation, or other violations of our intellectual property rights. We will not be able to protect our intellectual property if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property. We may be required to resources to monitor and ~~protect~~credit ~~our~~guarantee ~~intellectual~~commitments ~~property~~from ~~rights. From time to time, legal action by us may be necessary to enforce~~ our ~~intellectual~~related ~~property~~parties; ~~rights, to protect our trade secrets, to determine the validity~~ and ~~scope of the intellectual property rights of others or to defend against claims of infringement or invalidity. Such litigation could result in costs and diversion of resources.~~

~~Assertions~~● byEquity ~~third parties of infringement or other violations by us of their intellectual property rights, whether or not correct, could result in significant costs and harm our business and operating results~~financing.

Third parties may in the future assert claims of infringement, misappropriation or other violations of intellectual property rights against us. They may also assert such claims against our customers, whom we may indemnify against claims that our products infringe, misappropriate, or otherwise violate the intellectual property rights of third parties. If we do infringe a third party’s rights and are unable to provide a sufficient workaround, we may need to negotiate with holders of those rights to obtain a license to those rights or otherwise settle any infringement claim as a party that makes a claim of infringement against us may obtain an injunction preventing us from shipping products containing the allegedly infringing technology. As the number of products and competitors in our market increase and overlaps occur, claims of infringement, misappropriation and other violations of intellectual property rights may increase. Any claim of infringement, misappropriation or other violation of intellectual property rights by a third party, even those without merit, could cause us to incur substantial costs defending against the claim and could distract our management from our business.26

~~Future assertions of patent~~Our ~~rights~~management byhas ~~third~~determined ~~parties,~~that ~~and~~the ~~any~~factors ~~resulting~~discussed ~~litigation,~~above ~~may~~have ~~involve~~raised ~~patent~~substantial ~~holding~~doubt ~~companies~~about orour ~~other~~ability ~~adverse~~to ~~patent~~continue ~~owners~~as ~~who~~a ~~have~~going noconcern ~~relevant~~within ~~product~~one ~~revenues~~year ~~and~~after ~~against~~the ~~whom~~date ~~our~~that ~~own~~the ~~patents~~consolidated ~~may~~financial ~~therefore~~statements ~~provide~~are ~~little~~issued. orThe noconsolidated ~~deterrence~~financial orstatements ~~protection.~~have ~~There can be no~~been ~~assurance~~prepared assuming that we will ~~not~~continue beas ~~found~~a togoing ~~infringe~~concern orand, ~~otherwise~~accordingly, ~~violate~~do ~~any~~not ~~third-party intellectual~~include ~~property~~any ~~rights~~adjustments orthat tomight ~~have~~result ~~done~~from the sooutcome inof ~~the~~this ~~past~~uncertainty.

AnThe following ~~adverse~~summarizes ~~outcome~~the key components of acash ~~dispute may~~flows ~~require~~for usthe ~~to:~~year ended June 30, 2025 and 2024.

● Pay substantial damages, including treble damages, if we are found to have willfully infringed a third party’s patents or copyrights

	For the Years Ended June 30,
	2025			2024

Net cash used in operating activities	$	(6,560,121	)	$	(4,680,079	)
Net cash used in investing activities		(40,236	)		(8,743	)
Net cash provided by financing activities		7,890,820			3,451,421
Effect of exchange rate changes		(2,458	)		-
Net change in cash and cash equivalents	$	1,288,005		$	(1,237,401	)

~~● Make substantial payments for legal fees, settlement payments or other costs or damages;~~Operating Activities

●Net ~~Cease~~cash ~~selling~~used in operating activities was approximately $6.6 million for the year ended June 30, ~~making~~2025 and was primarily attributable to (i) approximately $9.0 million in net loss, ~~licensing~~(ii) approximately $10.9 million orincrease ~~using~~in ~~products~~inventories because we stored more inventories to meet the demand of our anticipated sales orders, (iii) approximately $7.1 million increase in accounts receivable due to the increase of credit sales during the period, (iv) non-cash expenses of approximately $5.7 million, which primarily attributed to the change in fair value of earnout liabilities, (v) approximately $2.0 million increase in prepaid expenses and other current assets due to our prepaid rent payment in connection with our factory and warehouse leases to be commenced in July 2025, (vi) approximately $1.1 million increase in security deposit because we rented more office, factory and warehouse space which were commenced in July 2025, (vii) approximately $0.2 million decrease in tax payable of ACAC due to the payment of income tax carried from ACAC after the Business Combination, and (viii) approximately $0.6 million decrease in contract liabilities due to purchase of more inventories with vendors to meet customer demand. The cash outflow was offset by (i) approximately $24.8 million increase in accounts payable due to purchase of more inventories with vendors to meet customer demand, (ii) approximately $2.4 million increase in other payables and accrued liabilities mainly due to accrued professional fees that ~~are~~associated ~~alleged~~with business expansion, such as consulting fees, testing fees and legal fees, (iii) approximately $1.2 million decrease in contract assets due to ~~infringe~~purchase of ormore ~~misappropriate~~inventories with vendors to meet customer demand, (iv) approximately $0.8 million increase in non-cash stock compensation due to restricted stock units granted to our employees, consultants and independent director under the ~~intellectual~~Incentive ~~property~~Plan, and (v) approximately $0.9 million provision for credit losses due to the increasing risk of ~~others;~~uncollectable accounts from a few of our customers.

●Net ~~Expend~~cash ~~additional~~used ~~development~~in ~~resources~~operating activities was approximately $4.7 million for the year ended June 30, 2024 and was primarily attributable to ~~attempt~~(i) approximately $3.4 million net loss, (ii) approximately $0.3 million increasd in accounts receivable due to ~~redesign~~provision of credit term to our ~~products~~new orcustomers ~~otherwise~~during the ~~develop~~year, (iii) approximately $1.7 million increase in contract assets due to engagement with new vendors which required purchase deposits to secure relevant transactions, (iv) approximately $1.8 million increase in inventories due to change in our business strategy where we rented warehouse in the U.S. to store our inventories, (v) approximately $63,000 increase in prepaid expenses and other current assets, and security deposit, (vi) approximately $33,000 in payment of operating lease liability, and (vii) approximately $16,000 decrease in income taxes payable. The cash outflow was offset by (i) non-~~infringing~~cash ~~technology~~expenses of approximately $0.3 million, which ~~may~~includes depreciation, accrued interest expenses from incurred from convertible notes, and amortization of operating right-of-use assets, (ii) approximately $1.4 million increase in accounts payable due to purchase of more inventories with vendors to meet customer demand, (iii) approximately $0.6 million increase in contract liabilities due to a higher number of sales orders that had not beyet ~~successful;~~been fulfilled but with advance payments made by customers to us to reserve products, and (iv) approximately $0.2 million increase in other payables and accrued liabilities mainly due to accrued professional fees that associated with business expansion, such as consulting fees, testing fees and legal fees.

~~● Enter into potentially unfavorable royalty or license agreements to obtain the right to use necessary technologies or intellectual property rights;~~Investing Activities

●Net ~~Take~~cash ~~legal~~used ~~action~~in investing oractivities ~~initiate~~was ~~administrative~~approximately ~~proceedings~~$40,000 for the year ended June 30, 2025, attributable to ~~challenge~~approximately ~~the~~$68,000 ~~validity~~purchase of some equipment for our warehouse uses and ~~scope~~an ofautomobile ~~the~~for ~~third-party~~our ~~rights~~business oruses, toand ~~defend~~offset ~~against~~by ~~any~~approximately ~~allegations~~$28,000 proceeds from sale of ~~infringement;~~the ~~and~~automobile.

●Net cash ~~Indemnify~~used ~~our~~in ~~partners~~investing ~~and~~activities ~~other~~was ~~third~~approximately ~~parties~~$9,000 for the year ended June 30, 2024 attributable to the purchase of office equipment and furniture.

31Financing Activities

InNet ~~addition,~~cash ~~royalty~~provided orby ~~licensing~~financing activities was approximately $7.9 million ~~agreements,~~for ifthe ~~required~~year orended ~~desirable~~June 30, ~~may~~2025, bemainly ~~unavailable~~attributable onto ~~terms~~(i) ~~acceptable~~approximately to$19.7 ~~us,~~million orof atproceeds ~~all~~from the reverse recapitalization, (ii) ~~and~~$9.0 million ~~may~~of ~~require~~proceeds ~~significant~~from ~~royalty~~issuance ~~payments~~ of convertible promissory notes, and ~~other~~(iii) ~~expenditures~~approximately $0.1 ~~Some~~million ~~licenses~~of ~~may~~proceeds ~~also~~from issuance beof ~~non-exclusive~~common stock through exercise of warrant, ~~and~~offset ~~therefore~~by ~~our~~the ~~competitors~~payment ~~may~~of ~~have~~redeeming ~~access~~shareholders toin ~~the~~connection ~~same~~with ~~technology~~the Business ~~licensed~~Combination toof usapproximately $20.5 ~~Any~~million, of the ~~foregoing~~repayment ~~events~~of ~~could~~short-term ~~seriously~~loans ~~harm~~of ~~our~~approximately ~~business,~~$0.3 million ~~financial~~and ~~condition,~~approximately ~~and~~$0.1 million in ~~results~~payments of ~~operations~~deferred transaction costs.

Even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and harm our business and operating results. Moreover, there could be public announcements of the results of hearings, motions or other interim proceedings or developments and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our ordinary shares. We expect that the occurrence of infringement claims is likely to grow as the market for our products and solutions grows.27

~~Accordingly~~Net cash provided by financing activities was approximately $3.5 million for the year ended June 30, ~~our~~2024, ~~exposure~~mainly attributable to $4.0 ~~damages~~million ~~resulting~~of proceeds from ~~infringement~~issuance ~~claims~~of ~~could~~convertible ~~increase~~promissory notes to New Bay in November 2023 and ~~this~~March ~~could~~2024, ~~further~~offset ~~exhaust~~by approximately ~~our~~$0.4 ~~financial~~million in payments of deferred offering costs, the repayment of related party loans of approximately $0.1 million, and ~~management~~the ~~resources~~principal payments of long-term loan of approximately $16,000.

~~Some aspects of our technology include open~~Off-Balance ~~source~~Sheet ~~software, and any failure to comply with the terms of one or more of these open source licenses could harm our business.~~Arrangements

~~Our research and development~~As of ~~products,~~June ~~particularly the development of modules for integration into environmental management solutions~~30, ~~incorporate software covered by open-source licenses. For example~~2025, we ~~use~~had ~~open-source algorithms~~no ~~such~~significant asoff-balance ~~Linear~~sheet ~~Regression,~~arrangements ~~Neural~~that ~~Networks,~~have ~~and~~or ~~SLAM~~are ~~technology in~~reasonably ~~developing~~likely ~~these~~to ~~modules. The terms of various open-source licenses~~ have ~~not been interpreted by U.S. courts, creating~~ a ~~risk~~ ~~that~~current ~~such licenses could be construed in a manner that imposes unanticipated conditions~~ or ~~restrictions~~future effect on our ~~research~~financial ~~and~~condition, ~~development based~~changes onin ~~such~~our ~~open-source resources.~~financial Ifcondition, ~~the~~revenues ~~use of open-source algorithms is limited~~ or ~~restricted~~expenses, byresults ~~the providers~~ of ~~such algorithms or due to regulations~~operations, ~~our research and development could be interrupted and delayed~~liquidity, ~~necessitating the search for alternative~~capital ~~sources~~expenditures or ~~modifications~~capital toresources ~~our~~that ~~research~~are ~~methods.~~material ~~In addition~~ to risks related to license requirements, use of open-source software can lead to greater risks than use of third-party commercial software, as open-source licensors generally do not provide warranties or controls on the origin of the software. Many of the risks associated with use of open-source software cannot be eliminated and, if such risks materialize, could harm our ~~business~~members.

~~Moreover, we cannot assure~~Critical ~~you~~Accounting that our processes for use of open-source software will be effective. If we are held not to have complied with the terms of an applicable open-source software license, we could be required to seek licenses from third parties to continue offering our services on terms that are not economically feasible, to re-engineer our technology to remove or replace the open source software, to discontinue the use of certain technology if re-engineering could not be accomplished on a timely basis, to pay monetary damages, to make generally available the source code for our proprietary technology, or to waive certain intellectual property rights, any of which could harm our business.Estimate

~~Responding~~The consolidated financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements and accompanying notes requires us to ~~any~~make ~~infringement~~estimates and judgments that affect the reported amounts orof ~~other~~assets, ~~enforcement~~liabilities, ~~claim~~revenues and expenses, ~~regardless~~and related disclosure of ~~its~~contingent ~~validity,~~assets ~~could~~and ~~harm~~liabilities. ~~our~~Estimates ~~business~~are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of ~~operations,~~which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We have identified certain accounting estimates that are critical to the preparation of the consolidated financial ~~condition~~statements. Certain accounting estimates are particularly sensitive because of their significance to the consolidated financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe that the critical accounting estimates, byassumptions, ~~among other~~and ~~things:~~judgments that have the most significant impact on our consolidated financial statements are described below.

~~● resulting in time-consuming and costly litigation;~~Income Taxes

●We record ~~diverting~~deferred ~~management’s~~tax ~~time~~assets and ~~attention~~liabilities ~~from~~based ~~developing~~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. We regularly review our ~~business;~~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. Currently, the key factor on our assumption of providing 100% valuation allowance was purely based on our historical operating losses. Once we began generating profit, we will re-evaluate whether providing 100% valuation allowance is appropriate or if we can reassess such number.

●Earnout Liabilities ~~requiring us to pay monetary damages or enter into royalty and licensing agreements that we would not normally find acceptable;~~

●At the ~~requiring~~Closing, uspursuant to ~~redesign~~the ~~certain~~Business ~~components~~Combination Agreement, the Original Foxx Shareholders were entitled to receive up to a total of 4,200,000 contingent earnout shares (“Earnout Shares”) in the form of our ~~research~~common ~~and~~stock. The ~~development~~Earnout ~~objectives~~Shares ~~using~~will ~~alternative~~be ~~non-infringing~~issued ~~source~~upon ~~technology~~certain orvesting ~~practices~~schedules based on our financial performance for the fiscal year ended June 30, 2024 ~~which~~and ~~could~~2025. ~~require~~The ~~significant~~Earnout ~~effort~~Shares were classified as a liability at the Closing on September 26, 2024 and measured ~~expense;~~at fair value at each reporting period, with changes in fair value included in the consolidated statements of operations.

●When determining ~~disrupting~~the ~~our~~fair ~~research~~value ~~and~~measurements ~~development~~for ~~processes~~earnout ifliabilities wewhich are ~~forced~~required to ~~cease~~be ~~offering~~recorded ~~certain~~at ~~services;~~fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the earnout liabilities arising from the Business Combination.

●The Company ~~requiring~~developed usa toMonte ~~waive~~Carlo ~~certain~~Model ~~intellectual~~that ~~property~~values ~~rights~~the earnout subject revenue milestones. The Monte Carlo Model technique applied generates many possible (but random) price paths for the underlying(s) via simulation and then calculates the associated ~~with~~payment ~~use~~value of ~~open~~the ~~source~~security features. ~~software~~The price of the underlying common stock is modeled such that it follows a geometric Brownian motion with constant drift, orand constant ~~contributions~~volatility. toThe ~~third-party~~stock ~~open~~price ~~source~~is ~~projects;~~determined by a random sampling from a normal distribution. Since the underlying random process is the same, for enough price paths, the value of security is derived from path dependent scenarios and outcomes.

●The model ~~requiring~~simulates usthe underlying economic factors, including the projected revenue that influenced which of these events would occur, when they were likely to ~~satisfy~~occur, ~~indemnification~~and ~~obligations~~the specific terms that would be in effect at the time (i.e., stock price, revenue, etc.). Probabilities were assigned to each variable such as the timing and pricing of events over the term of the instruments based on management projections. This led to a cash flow simulation over the life of the instrument. A discounted cash flow was completed to determine the value for the earnout liabilities.

32Prior to the Business Combination, we were a private company and lacked company-specific historical and implied volatility information of its stock, and as such, the expected revenue volatility was based on historical volatility of industry outlook and the expected revenue volatility and stock volatility was based on the historical volatility of publicly traded peer companies for a term equal to the remaining expected term of the earnout period.

~~We have integrated, and may~~ITEM ~~continue to integrate in the future, open-source AI algorithms in certain tools and features available on our platform~~7A. AIQUANTITATIVE ~~technology presents~~AND ~~various~~QUALITATIVE ~~operational,~~DISCLOSURES ~~compliance,~~ABOUT ~~and~~MARKET ~~reputational risks and if any such risks were to materialize, our business and results of operations may be adversely affected.~~RISK

~~We have integrated open-source AI~~As algorithms in many aspects of research and development of new modules. We may continue to integrate open-source AI algorithms in the research and development of new product or service offerings. Given that AI is a ~~rapidly~~smaller ~~developing~~reporting ~~technology that is in its early stages of business use~~company, itwe ~~presents a number of operational, compliance and reputational risks. AI algorithms~~ are ~~currently~~not ~~known~~required to ~~sometimes produce~~make ~~unexpected~~disclosures ~~results~~under ~~and~~this behave in unpredictable ways that can generate irrelevant results, which, if incorporated into our research and development, these open-source components may result in unexpected outcomes that may not support our research and development objectivesItem. ~~Similarly, the data set could contain copyrighted material resulting in infringing output.~~

We expect that there will continue to be new laws or regulations concerning the use of AI technology, which might be burdensome for us to comply with and may limit our ability to offer or enhance our existing tools and features or new offerings based on AI technology. Further, the use of AI technology involves complexities and requires specialized expertise. We may not be able to attract and retain top talent to support our AI technology initiatives. If any of the operational, compliance or reputational risks were to materialize, our business and results of operations may be adversely affected.28

WeITEM 8. ~~may~~FINANCIAL beSTATEMENTS ~~subject~~AND toSUPPLEMENTARY ~~risks associated with AI and~~DATA ~~open-source AI algorithms.~~

Recent technological advances in AI and open-source AI algorithms may pose risks to us. Our use of open-source AI algorithms could give rise to legal or regulatory action, create liabilities, or materially harm our business. While we aim to use open-source AI algorithms responsibly and attempt to mitigate ethical and legal issues presented by its use, we may ultimately be unsuccessful in identifying or resolving issues before they arise. Further, as the technology is rapidly evolving, costs and obligations could be imposed on us to comply with new regulations.

INDEX OF FINANCIAL STATEMENTS

Report of CBIZ CPAs P.C., Independent Registered Public Accounting Firm (Firm ID: 199)		F-2

Report of Marcum LLP, Independent Registered Public Accounting Firm (Firm ID: 688)		F-3

Consolidated Balance Sheets as of June 30, 2025 and June 30, 2024		F-4

Consolidated Statements of Operations and Comprehensive Loss for the Years Ended June 30, 2025 and 2024		F-5

Consolidated Statements of Changes in Shareholders’ Deficit for the Years Ended June 30, 2025 and 2024		F-6

Consolidated Statements of Cash Flows for the Years Ended June 30, 2025 and 2024		F-7

Notes to Consolidated Financial Statements		F-8

~~We also could be exposed to the risks of open~~F-source AI algorithms if third-party service providers or any counterparties, whether or not known to us, also use the same open-source AI algorithms in their business activities. We will not be in a position to control the use of such technology in third-party products or services. Use by third-party service providers could give rise to issues pertaining to competition, data privacy, data protection, and intellectual property considerations.1

~~Risks~~Report ~~Related~~of toIndependent Registered ~~Our~~Public ~~Financial~~Accounting ~~Performance~~Firm

WeTo ~~may~~the ~~not~~Stockholders ~~be able to raise or it may only be available on terms unfavorable to us or our stockholders, which may result in our inability to fund our working capital requirements~~ and ~~harm~~Board ~~our~~of ~~operational~~Directors ~~results.~~of

WeFoxx ~~have~~Development ~~and~~Holdings ~~expect to continue to have substantial working capital needs~~Inc. Our cash on hand, together with cash generated from product sales, services, cash equivalents and short-term investments will not meet our working capital and capital expenditure requirements for the next twelve months. In fact, we will be required to raise additional funds throughout 2023 or we will need to limit operations until such time as we can raise substantial funds to meet our working capital needs. In addition, we will need to raise additional funds to fund our operations and implement our growth strategy, or to respond to competitive pressures and/or perceived opportunities, such as investment, acquisition, marketing and development activities. Accordingly, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing that we may secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our business may be adversely affected.

33Opinion on the Financial Statements

IfWe wehave ~~experience~~audited ~~operating difficulties~~the oraccompanying ~~other~~consolidated balance ~~factors,~~sheet ~~many~~ of ~~which~~Foxx ~~may~~Development beHoldings ~~beyond~~Inc. ~~our~~(the ~~control,~~“Company”) ~~cause~~as ~~our~~of ~~revenues~~June or30, ~~cash~~2025, ~~flows~~the ~~from~~related ~~operations,~~consolidated ifstatements ~~any,~~of operations toand ~~decrease~~comprehensive loss, we ~~may~~changes bein ~~limited~~stockholders’ indeficit ~~our~~and ~~ability~~cash toflows ~~spend~~for the ~~capital~~year ~~necessary~~ended toJune ~~complete our development~~30, ~~marketing~~2025 and ~~growth~~the ~~programs. We require~~related ~~additional~~notes ~~financing,~~(collectively inreferred ~~addition~~ to as the ~~anticipated~~“financial ~~cash~~statements”). ~~generated~~In ~~from~~ our ~~operations~~opinion, tobased ~~fund~~on our ~~working~~audit, ~~capital~~the ~~requirements.~~financial ~~Additional~~statements ~~financing~~present ~~might not be available on terms favorable to us~~fairly, orin at all. Ifmaterial ~~adequate funds were not available or were not available on acceptable terms~~respects, ~~our~~the ~~ability~~financial toposition ~~fund~~of ~~our~~the ~~operations,~~Company ~~take~~as ~~advantage~~ of ~~unanticipated~~June ~~opportunities~~30, ~~develop~~2025, orand ~~enhance~~the ~~our~~results ~~business~~of orits ~~otherwise~~operations ~~respond~~and toits ~~competitive~~cash ~~pressures~~flows ~~would~~for bethe ~~significantly~~year ~~limited.~~ended InJune ~~such a capital restricted situation~~30, ~~we may curtail our marketing~~2025, ~~development,~~ ~~and~~in ~~operational~~conformity ~~activities~~with oraccounting beprinciples ~~forced~~generally toaccepted ~~sell~~in ~~some~~the United States of ~~our assets on an untimely or unfavorable basis~~America.

~~Our~~Retrospective ~~operating~~Application ~~losses~~of ~~have~~a ~~raised~~Change ~~substantial~~in Accounting ~~doubt~~Principle ~~regarding our ability to continue as a going concern.~~

~~Our~~We ~~operating~~also ~~losses~~have ~~raise~~audited ~~substantial~~the ~~doubt~~adjustments ~~about~~to ~~our~~the ~~ability~~2024 financial statements to ~~continue as~~retrospectively aapply ~~going~~the ~~concern.~~change Asin aaccounting ~~result,~~due ~~our~~to ~~independent~~the ~~registered~~adoption ~~public~~of ~~accounting~~Accounting ~~firm~~Standards ~~included~~Update an2023-07, ~~explanatory~~Segment Reporting ~~paragraph~~(Topic in280): ~~its~~Improvements ~~report~~to ~~on our~~Reportable ~~financial~~Segment ~~statements~~Disclosures (ASU 2023-07), as ofdescribed ~~and~~in ~~for~~Note ~~the years~~3. ~~ended~~In ~~June 30~~our opinion, ~~2024~~such adjustments ~~and~~are ~~2023~~appropriate ~~with~~and ~~respect~~have tobeen ~~this~~properly ~~uncertainty~~applied. ~~The~~We ~~perception of~~were ~~our~~not ~~ability~~engaged to ~~continue~~audit, asreview, aor ~~going~~apply ~~concern~~any ~~may~~procedures ~~make~~to itthe ~~more~~2024 financial ~~difficult~~statements ~~for~~of usthe toCompany ~~obtain~~other ~~financing~~than ~~for~~with ~~the~~respect ~~continuation~~to ofthe ~~our~~adjustments ~~operations~~ and, ~~could~~accordingly, ~~result~~we indo ~~the~~not ~~loss~~express an opinion or any other form of ~~confidence~~assurance byon ~~investors,~~the ~~suppliers~~2024 ~~and~~financial ~~employees~~statements taken as a whole.

IfExplanatory weParagraph ~~fail~~– toGoing ~~properly manage our anticipated growth, our business could suffer.~~Concern

WeThe ~~intend~~accompanying toconsolidated ~~grow~~financial ~~and~~statements have ~~may~~been ~~experience periods~~prepared ofassuming ~~rapid~~that ~~growth~~the ~~and~~Company ~~expansion~~will continue as a going concern. As more fully described in Note 2, ~~which~~the ~~could~~Company ~~place~~has a significant working ~~additional~~capital ~~strain~~deficiency, onhas ~~our~~incurred ~~limited~~significant ~~personnel,~~losses ~~information~~and ~~technology systems~~needs to raise additional funds to meet its obligations and ~~other~~sustain ~~resources~~its operations. ~~Any~~These ~~failure~~conditions byraise ussubstantial todoubt ~~manage~~about ~~our~~the ~~growth~~Company's ~~effectively~~ability ~~could~~to ~~have~~continue anas ~~adverse~~a ~~effect~~going onconcern. ~~our~~Management's ~~ability~~plans in regard to ~~achieve~~these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might ~~our~~result ~~commercialization~~from ~~and~~the ~~development~~outcome ~~goals~~of this uncertainty.

ToBasis ~~achieve~~for our goals, we must successfully increase manufacturing output to meet potential expected customer demand. In the future, we may experience difficulties with manufacturing, quality control, component supply, inventory, distribution and shortages of qualified personnel, among other problems. These problems could result in delays in availability of our scanner systems and increases in expenses. Any such delay or increased expense could adversely affect our ability to generate revenue.Opinion

~~Future~~These ~~growth~~financial ~~will~~statements ~~also~~are ~~impose~~the responsibility ~~significant~~of ~~added~~the ~~responsibilities~~Company's management. Our responsibility is to express an opinion on ~~management,~~the ~~including~~Company's financial statements based on our audit. We are a public accounting firm registered with the ~~need~~Public toCompany ~~identify,~~Accounting ~~recruit,~~Oversight ~~train~~Board (United States) ("PCAOB") and ~~integrate~~are required ~~additional~~to ~~employees~~be independent with respect to the Company in accordance with the U.S. ~~In addition,~~federal ~~rapid~~securities laws and ~~significant~~the ~~growth~~applicable ~~will~~rules ~~place~~and regulations aof ~~strain~~the onSecurities ~~our~~and ~~administrative~~Exchange Commission and ~~operational~~the ~~infrastructure~~PCAOB.

InWe ~~order~~conducted toour ~~manage~~audit ~~our~~in ~~operations~~accordance with the ~~and~~standards ~~growth~~of the PCAOB. Those standards require that we ~~will~~plan ~~need~~and toperform ~~continue~~the audit to ~~improve~~obtain ~~our~~reasonable ~~operational~~assurance ~~and~~about ~~management~~whether ~~controls~~the financial statements are free of material misstatement, ~~reporting~~whether ~~and~~due ~~information~~to ~~technology~~error ~~systems~~or ~~and~~fraud. The Company is not required to have, nor were we engaged ~~financial~~to perform, an audit of its internal control ~~procedures~~over financial reporting. IfAs part of our audit we are ~~unable~~required to ~~manage~~obtain ~~our~~an ~~growth~~understanding of ~~effectively,~~internal itcontrol ~~may~~over befinancial ~~difficult~~reporting but not for usthe topurpose ~~execute~~of ~~our~~expressing ~~business~~an opinion on the effectiveness of the Company's internal ~~strategy~~control ~~and~~over ~~our~~financial ~~operating~~reporting. ~~results~~Accordingly, ~~and~~we ~~business~~express ~~could~~no ~~suffer~~such opinion.

WeOur ~~have~~audit ~~identified material~~included ~~weaknesses~~performing procedures to assess inthe ~~our~~risks ~~internal~~of ~~control~~material ~~over~~misstatement of the financial ~~reporting.~~statements, ~~Failure~~whether due to ~~maintain~~error ~~effective~~or ~~internal~~fraud, ~~controls~~and ~~could~~performing ~~cause~~procedures ~~our~~that ~~investors~~ respond to ~~lose~~those ~~confidence in~~risks. usSuch ~~and~~procedures ~~adversely~~included ~~affect~~examining, on a test basis, evidence regarding the ~~market~~amounts ~~price~~and ofdisclosures ~~our~~in ~~common~~the ~~stock~~financial statements. Our Ifaudit ~~our~~also ~~internal~~included ~~controls~~evaluating ~~are~~the ~~not~~accounting ~~effective,~~principles weused ~~may~~and ~~not~~significant beestimates ~~able~~made toby ~~accurately~~management, as well as evaluating ~~report~~the ~~our~~overall presentation of the financial ~~results~~statements. orWe ~~prevent~~believe ~~fraud~~that our audit provides a reasonable basis for our opinion.

~~Effective~~/s/ ~~internal~~CBIZ ~~control over~~CPAs ~~financial reporting is necessary for us to provide reliable financial reports in a timely manner~~P. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basisC.

~~Specifically,~~CBIZ weCPAs concluded that as of June 30, 2024, our disclosure controls and procedures were not effective due to material weaknesses in our internal controls over financial reporting related to the design or operation of internal controls which could adversely affect our ability to record, process, summarize, and report financial data including: a) lack of sufficient segregation of duties due to limited resources; b) lack of adequate design of controls and proper documentation needed in order to demonstrate that controls in place are operating effectively for significant transaction classes; c) inability to prepare complete and accurate financial statements in accordance with generally accepted accounting principle (“GAAP) in a timely manner; d) inefficient oversight of those charged with governance with respect to complete and accurate finance reporting; e) lack of appropriate controls surrounding authorized signor access for bank accounts; and f) inappropriate implementation of controls over the identification of related party transactionsP.C.

34We have served as the Company’s auditor since 2023 (such date takes into account the acquisition of the attest business of Marcum LLP by CBIZ CPAs P.C. effective November 1, 2024).

~~While~~San ~~we have designed and implemented~~Jose, or expect to implement, measures that we believe address or will address these control weaknesses, we continue to develop our internal controls, processes and reporting systems by, among other things, hiring qualified personnel with expertise to perform specific functions, and designing and implementing improved processes and internal controls, including ongoing senior management review and audit committee oversight. We plan to remediate the identified material weaknesses by hiring financial consultants and expect to hire additional accounting staff to complete the remediation. We expect to incur additional costs to remediate this weakness, primarily personnel costs and external consulting fees. We may not be successful in implementing these systems or in developing other internal controls, which may undermine our ability to provide accurate, timely and reliable reports on our financial and operating results. Further, we will not be able to fully assess whether the steps we are taking will remediate the material weakness in our internal control over financial reporting until we have completed our implementation efforts and sufficient time passes in order to evaluate their effectiveness. In addition, if we identify additional material weaknesses in our internal control over financial reporting, we may not detect errors on a timely basis and our financial statements may be materially misstated.CA

~~Our~~October independent registered public accounting firm did not perform an evaluation of our internal control over financial reporting during any period in accordance with the provisions of the Sarbanes-Oxley Act. However14, in the course of auditing our consolidated financial statements for the financial statements included elsewhere in this prospectus, we identified six material weaknesses in our internal control over financial reporting. As defined in standards established by the PCAOB, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified relate to: (i) lack of sufficient segregation of duties due to limited resources, (ii) lack of adequate design of controls and proper documentation needed in order to demonstrate that controls in place are operating effectively for significant transaction classes, (iii) inability to prepare complete and accurate financial statements in accordance with GAAP in a timely manner, (iv) inefficient oversight of those charged with governance with respect to complete and accurate financial reporting, (v) lack of appropriate controls surrounding authorized signor access for bank accounts, and (vi) inappropriate implementation of controls over the identification of related party transactions. Additionally, each of the aforementioned material weaknesses could result in a misstatement of the consolidated financial statements that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.2025

We continue to focus on internal control over financial reporting and have taken certain measures to remediate the material weaknesses described above, including hiring more qualified accounting personnel with relevant GAAP and SEC reporting experience and qualifications to strengthen the financial reporting function and to set up a financial and system control framework, implementing regular and continuous U.S. GAAP accounting and financial reporting training programs for our accounting and financial reporting personnel; and establishing internal audit function by engaging an external consulting firm to assist us with assessment of SarbanesF-~~Oxley Act compliance requirements and improvement of overall internal control.~~2

WeReport ~~are working to remediate the material weaknesses. At this time, we cannot provide an estimate~~ of ~~costs expected to be incurred in connection with implementing~~Independent aRegistered ~~remediation~~Public ~~plan;~~Accounting however, these remediation measures will be time consuming and will place significant demands on our financial and operational resources. While we believe that these measures will improve our internal control over financial reporting, the implementation of these measures is ongoing, and we cannot assure you that we will be successful in doing so or that these measures will significantly improve or remediate the material weaknesses described above. We cannot assure you that the measures we have taken to date, and are continuing to implement, will be sufficient to remediate the material weaknesses we have identified or avoid potential future material weaknesses. If the steps we take do not correct the material weaknesses in a timely manner, we will be unable to conclude that we maintain effective internal control over financial reporting. We also cannot assure you that there will not be any additional material weaknesses in our internal control over financial reporting in the future.Firm

35To the Stockholders and Board of Directors of

WeFoxx ~~expect~~Development ~~that~~Holdings ~~we will need to implement new systems to enhance and streamline the management of our financial, accounting, human resources and other functions~~Inc. However, such systems will likely require us to complete many processes and procedures for the effective use of the systems, which may result in substantial costs. Any disruptions or difficulties in implementing or using these systems could adversely affect our controls and harm our business. Moreover, such disruption or difficulties could result in unanticipated costs and diversion of management attention. In addition, we may discover additional weaknesses in our system of internal financial and accounting controls and procedures that could result in a material misstatement of our financial statements. Our internal control over financial reporting will not prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.

WeOpinion may not be able to remediate any material weaknesses prior to the deadline imposed by Section 404(a) of the Sarbanes-Oxley Act for management’s assessment of internal control over financial reporting. The failure to achieve and maintain effective internal control over financial reporting could have a material adverse effect on ~~our business, financial condition and results of operations. In~~ the ~~event~~Financial that we are not able to successfully remediate the existing material weaknesses in our internal control over financial reporting or identify additional material weaknesses, or if our internal control over financial reporting is perceived as inadequate or it is perceived that we are unable to produce timely or accurate consolidated financial statements, investors may lose confidence in our results of operations, the price of our common stock could decline, we could become subject to investigations by the stock exchange on which our common stock is listed, the SEC or other regulatory agencies, which could require additional financial and management resources, or our common stock may not be able to remain listed on such exchange.Statements

~~Risks~~We ~~Related~~have audited, before the effects of the adjustments to ~~Ownership~~retrospectively apply the change in accounting described in Note 3, the consolidated balance sheet of Foxx Development Holdings Inc. (the “Company” and formerly known as Foxx Development Inc.) as of June 30, 2024, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ deficit, and cash flows for the year then ended and the related notes (the 2024 financial statements before the effects of the adjustments discussed in Note 3 are not presented herein). In our ~~Securities~~opinion, the 2024 financial statements, before the effects of the adjustments to retrospectively apply the changes in accounting described in Note 3, present fairly, in all material respects, the financial position of the Company as of June 30, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

AnWe ~~active~~were ~~trading~~not ~~market~~engaged ~~for~~to ~~our~~audit, ~~Common~~review, ~~Stock~~or apply ~~may~~any ~~not~~procedures beto ~~available on~~the aadjustments ~~consistent~~to ~~basis~~retrospectively toapply ~~provide~~the ~~stockholders~~changes ~~with~~in ~~adequate~~accounting ~~liquidity.~~described ~~The~~in ~~price~~Note 3 and, accordingly, we do not express an opinion or any other form of ~~our~~assurance ~~Common~~about ~~Stock~~whether ~~may~~such beadjustments ~~extremely~~are ~~volatile,~~appropriate and ~~stockholders~~have been properly ~~could~~applied. ~~lose~~Those ~~all~~procedures orwere ~~part~~audited ofby ~~their~~CBIZ ~~investment~~CPAs P.C..

~~The~~Explanatory ~~trading~~Paragraph ~~price~~– ofGoing our Common Stock is likely to be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control, including limited trading volume. In addition to the factors discussed in this “Risk Factors” section and elsewhere in this Annual Report, these factors include:Concern

●The ~~additions~~accompanying orconsolidated ~~departures~~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, has incurred significant losses 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 consolidated financial statements do not include any adjustments that might result from the outcome of ~~key~~this ~~personnel;~~uncertainty.

●Basis ~~announcements~~for ~~of significant acquisitions, strategic partnerships, joint ventures or capital commitments by us or our competitors;~~Opinion

●These ~~any~~financial ~~significant~~statements ~~change~~are inthe ~~our~~responsibility of the Company's management;. Our responsibility is to express an opinion on the Company's financial statements based on our audit. 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 ~~Our~~conducted ~~ability~~our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to ~~effectively~~obtain ~~manage~~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 ~~growth;~~audit 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 audit included performing procedures to assess the ~~size~~risks of material misstatement of the financial statements, whether due to error or fraud, and ~~growth~~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 audit 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 ~~initial~~audit ~~target~~provides ~~markets;~~a reasonable basis for our opinion.

●/S/ ~~actual~~MARCUM ~~or anticipated variations in quarterly operating results;~~LLP

●MARCUM ~~Our cash position;~~LLP

●We ~~Our~~have ~~failure~~served toas ~~meet~~ the ~~estimates~~Company’s ~~and~~auditor from ~~projections~~2023 ofthrough ~~the investment community or that we may otherwise provide to the public;~~2025.

●San ~~the public’s response to press releases or other public announcements by us or third parties~~Jose, ~~including our filings with the SEC;~~CA

36October 24, 2024

~~● publication of research reports about us or our industry, or positive or negative recommendations or withdrawal of research coverage by securities analysts;~~F-3

●FOXX DEVELOPMENT ~~guidance,~~HOLDINGS ~~if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance;~~INC.

●CONSOLIDATED BALANCE ~~changes in the market valuations of similar companies;~~SHEETS

● overall performance of the equity markets;

	June 30,			June 30,
	2025			2024

ASSETS
CURRENT ASSETS
Cash	$	1,875,453		$	587,448
Accounts receivable, net of allowance for credit losses of $595,907 and $0 as of June 30, 2025 and 2024, respectively		6,786,792			251,894
Inventories		12,686,739			1,768,072
Contract assets		454,842			1,682,289
Prepaid expenses and other receivables, net of allowance for credit losses of $317,282 and $0 as of June 30, 2025 and 2024, respectively		1,837,812			44,116
Prepaid expenses - related party		8,000			-
Due from a related party		-			140
Total Current Assets		23,649,638			4,333,959

PROPERTY AND EQUIPMENT, NET		131,722			142,619

NON-CURRENT ASSETS
Operating right-of-use assets		1,063,438			405,758
Deferred transaction costs		-			462,177
Security deposits		1,155,016			29,909
Total Non-current Assets		2,218,454			897,844

Total Assets	$	25,999,814		$	5,374,422

LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable	$	26,244,987		$	1,396,860
Other payables and accrued liabilities		3,570,959			468,225
Other payable - related parties		272,917			51,168
Contract liabilities		378			649,450
Income taxes payable		76,743			-
Short-term loans		-			291,208
Current maturity of long-term loan		23,743			19,539
Operating lease liabilities - current		211,525			72,531
Convertible promissory notes		-			6,000,000
Total Current Liabilities		30,401,252			8,948,981

NON-CURRENT LIABILITIES
Operating lease liabilities - non-current		889,827			332,435
Long-term loan - non-current		73,418			95,442
Total Non-current Liabilities		963,245			427,877

Total Liabilities		31,364,497			9,376,858

COMMITMENTS AND CONTINGENCIES (See Note 20)

SHAREHOLDERS' DEFICIT
Common stock, $0.0001 par value, 50,000,000 and 6,606,664 shares authorized as of June 30, 2025 and 2024, respectively; 6,780,597 and 3,303,333 shares issued and outstanding as of June 30, 2025 and 2024, respectively		678			330	*
Additional paid-in capital		14,686,705			7,024,162
Accumulated deficit		(20,047,064	)		(11,026,928	)
Accumulated other comprehensive loss		(5,002	)		-
Total Shareholders' Deficit		(5,364,683	)		(4,002,436	)

Total Liabilities and Shareholders' Deficit	$	25,999,814		$	5,374,422

●* ~~sales~~Giving ofretroactive ~~our~~effect ~~Common~~to ~~Stock~~reverse byrecapitalization useffected oron ~~our~~September ~~stockholders~~26, 2024 to reflect exchange ratio of approximately 3.3033 as described in ~~the~~Note ~~future;~~4.

●The accompanying ~~sales~~notes ofare ~~our~~an ~~Common~~integral ~~Stock~~part ~~by certain stockholders pursuant to, and following the termination or expiry~~ of ~~the~~these ~~applicable~~consolidated ~~lock-up~~financial ~~period or any similar agreement restricting our securityholders’ ability to sell our Common Stock;~~statements.

~~● trading volume of our Common Stock;~~F-4

●FOXX DEVELOPMENT ~~investor~~HOLDINGS ~~perceptions of the investment opportunity associated with our Common Stock relative to other investment alternatives;~~INC.

● CONSOLIDATED STATEMENTS ~~actions~~OF byOPERATIONS ~~institutional~~AND orCOMPREHENSIVE ~~activist stockholders;~~LOSS

● change in accounting standards, policies, guidelines, interpretations or principles;

	For the Years Ended
	June 30,			June 30,
	2025			2024

REVENUES, NET	$	65,919,166		$	3,228,559
COST OF GOODS SOLD		61,144,561			3,112,616
GROSS PROFIT		4,774,605			115,943

OPERATING EXPENSES:
Selling expenses		5,183,464			1,076,761
General and administrative expenses		7,068,426			2,076,484
Research and development - related party		136,752			91,168
Research and development		2,083,897			-
Total Operating Expenses		14,472,539			3,244,413

LOSS FROM OPERATIONS		(9,697,934	)		(3,128,470	)

OTHER INCOME (EXPENSE)
Interest expense		(4,959,055	)		(278,328	)
Other income (expense), net		25,589			(4,016	)
Change in fair value of earnout liabilities		5,688,007			-
Total Other Income (Expense), net		754,541			(282,344	)

LOSS BFORE INCOME TAXES		(8,943,393	)		(3,410,814	)

PROVISION FOR INCOME TAXES		76,743			19,828

NET LOSS		(9,020,136	)		(3,430,642	)

OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustment		(5,002	)		-

COMPREHENSIVE LOSS	$	(9,025,138	)	$	(3,430,642	)

WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES*
Basic		6,148,467			3,303,333
Diluted		6,148,467			3,303,333

LOSS PER SHARE
Basic	$	(1.47	)	$	(1.04	)
Diluted	$	(1.47	)	$	(1.04	)

●* ~~ineffectiveness~~Giving retroactive effect to reverse recapitalization effected on September 26, 2024 to reflect exchange ratio of ~~our~~approximately ~~internal~~3.3033 ~~controls;~~as described in Note 4.

●The accompanying ~~disputes~~notes orare ~~other~~an ~~developments~~integral ~~relating~~part toof ~~proprietary~~these ~~rights,~~consolidated ~~including~~financial ~~patents, litigation matters and our ability to obtain patent protection for our technologies;~~statements.

~~● significant lawsuits, including patent or stockholder litigation;~~F-5

●FOXX DEVELOPMENT ~~failure~~HOLDINGS ~~to raise additional funds on acceptable terms, or at all;~~INC.

●CONSOLIDATED STATEMENTS ~~changes~~OF inCHANGE ~~business~~IN orSHAREHOLDERS' ~~regulatory conditions, including new laws or regulations or new interpretations of existing laws or regulations applicable to our business;~~DEFICIT

● general political, economic, industry and market conditions, including rising interest rates and inflation; and

							Additional						Accumulated other
	Common stock						paid-in			Accumulated			comprehensive
	Shares*			Amount			capital			deficit			loss			Total
BALANCE, June 30, 2023		3,303,333		$	330		$	7,024,162		$	(7,596,286	)	$	-		$	(571,794	)
Net loss		-			-			-			(3,430,642	)		-			(3,430,642	)
BALANCE, June 30, 2024		3,303,333			330			7,024,162			(11,026,928	)		-			(4,002,436	)
Conversion of convertible promissory notes into common stock upon completion of reverse recapitalization		1,696,668			170			15,408,515			-			-			15,408,685
Issuance of common stock upon completion of reverse recapitalization		2,270,096			227			(2,100,865	)		-			-			(2,100,638	)
Earnout liabilities		-			-			(5,688,007	)		-			-			(5,688,007	)
Transaction costs		-			-			(893,577	)		-			-			(893,577	)
Issuance of common stock through exercise of warrants		10,500			1			120,749			-			-			120,750
Cancellation of common stock held in escrow		(500,000	)		(50	)		50			-			-			-
Stock-based compensation expenses		-			-			815,678			-			-			815,678
Foreign currency translation		-			-			-			-			(5,002	)		(5,002	)
Net loss		-			-			-			(9,020,136	)		-			(9,020,136	)
BALANCE, June 30, 2025		6,780,597		$	678		$	14,686,705		$	(20,047,064	)	$	(5,002	)	$	(5,364,683	)

●* ~~other~~Giving ~~events~~retroactive oreffect ~~factors~~to reverse recapitalization effected on September 26, ~~many~~2024 to reflect exchange ratio of ~~which~~approximately ~~are~~3.3033 ~~beyond~~as ~~our~~described ~~control~~in Note 4.

~~In addition, the stock market in general, and the markets for special~~The ~~purpose~~accompanying ~~acquisition~~notes ~~company~~are ~~(“SPAC”)~~an ~~post-business~~integral ~~combination~~part ~~businesses in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance~~ of these ~~companies.~~consolidated Broad market and industry factors may negatively affect the market price of our Common Stock, regardless of our actual operating performance. In addition, price volatility may be greater if the public float and trading volume of our Common Stock is low. If the market price of our Common Stock falls, you may not realize any return on your investment and may lose some or all of your investment. In the past, securities class action litigation has often been instituted against companies following periods of volatility in the market price of a company’s securities. This type of litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources, which would harm our business, operating results or financial ~~condition~~statements.

~~Unstable market and economic conditions may have serious adverse consequences on our business, financial condition and stock price.~~F-6

~~The global economy, including credit and financial markets, has experienced~~FOXX ~~extreme~~DEVELOPMENT ~~volatility~~HOLDINGS and disruptions, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, increases in inflation rates, higher interest rates and uncertainty about economic stabilityINC. For example, the Russia-Ukraine war and the Israel-Hamas war created volatility in the global capital markets and may have further global economic consequences, including disruptions of the global supply chain and energy markets. There have also been disruptions to the U.S. banking system due to bank failures in the past several years, including with respect to Silicon Valley Bank, Signature Bank and First Republic Bank. Any such volatility and disruptions may have adverse consequences on us or the third parties on whom it relies. If the equity and credit markets deteriorate, including as a result of political unrest or war, it may make any necessary debt or equity financing more difficult to obtain in a timely manner or on favorable terms, more costly or more dilutive. Increased inflation rates can adversely affect us by increasing its costs, including labor and employee benefit costs. In addition, higher inflation could also increase customers’ operating costs, which could result in reduced budgets for customers and potentially less demand for our products, if and when approved. Any significant increases in inflation and related increase in interest rates could have a material adverse effect on our business, results of operations and financial condition.

37CONSOLIDATED STATEMENTS OF CASH FLOWS

We do not intend to pay dividends on our Common Stock, so any returns will be limited to the value of its stock.

	For the Years Ended
	June 30,			June 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(9,020,136	)	$	(3,430,642	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		47,732			39,783
Interest expense from convertible promissory notes		140,740			264,445
Amortization of operating right of use assets		214,313			32,468
Provision for credit losses		913,190			-
Stock-based compensation expenses		815,678			-
Change in fair value of earnout liabilities		(5,688,007	)		-
Loss on sale of equipment		3,400			-
Change in operating assets and liabilities:
Accounts receivable		(7,130,805	)		(251,894	)
Inventories		(10,918,667	)		(1,768,072	)
Contract assets		1,227,448			(1,682,289	)
Prepaid expenses and other current assets		(2,028,619	)		(32,705	)
Amount due from related parties		(7,860	)		(140	)
Security deposits		(1,125,107	)		(29,909	)
Accounts payable		24,848,127			1,396,861
Contract liabilities		(649,072	)		649,423
Taxes payable		(226,262	)		(15,842	)
Other payables and accrued liabilities		2,350,223			155,526
Other payable - related parties		(150,830	)		26,168
Operating lease liabilities		(175,607	)		(33,260	)
Net cash used in operating activities		(6,560,121	)		(4,680,079	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(68,336	)		(8,743	)
Proceeds from sale of equipment		28,100			-
Net cash used in investing activities		(40,236	)		(8,743	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments to short-term loans - related party		-			(91,235	)
Repayments to short-term loans		(291,208	)		-
Principal payments of long-term loan		(17,820	)		(15,967	)
Proceeds from convertible promissory note		9,000,000			4,000,000
Proceeds from reverse recapitalization, net of payments of transaction costs		19,710,288			-
Proceeds from issuance of common stock through exercise of warrants		120,750			-
Payment of redemption payable		(20,499,790	)		-
Payments of deferred transaction costs		(131,400	)		(441,377	)
Net cash provided by financing activities		7,890,820			3,451,421

EFFECT OF EXCHANGE RATE CHANGES		(2,458	)		-

NET CHANGE IN CASH		1,288,005			(1,237,401	)

CASH, beginning of the year		587,448			1,824,849

CASH, end of the year	$	1,875,453		$	587,448

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income tax	$	850		$	35,670
Cash paid for interest	$	2,507,745		$	13,662

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Initial recognition of operating right-of-use assets and lease liabilities	$	750,338		$	438,226
Modification of operating right-of-use assets and lease liabilities	$	121,655		$	-
Conversion of convertible promissory notes into common stock	$	15,408,685		$	-
Reverse recapitalization transaction costs net against additional-paid in capital	$	893,577		$	-
Deferred transaction costs included in other payables and accrued liabilities	$	300,000		$	20,800
Initial recognition of earnout liabilities	$	5,688,007		$	-
Conversion from employee advance to receivable from a third party	$	19,500		$	-

~~We currently anticipate that we will retain future earnings for the~~The ~~development,~~accompanying ~~operation~~notes ~~and~~are ~~expansion~~an ofintegral ~~our~~part business and do not anticipate declaring or paying any cash dividends for the foreseeable future. In addition, future debt or other financing arrangements may contain terms prohibiting or limiting the amount of ~~dividends~~these ~~that may~~consolidated befinancial ~~declared or paid on our Common Stock~~statements. ~~Any return to stockholders will therefore be limited in the foreseeable future to the appreciation of the market price (if any) of our stock.~~

We are an “emerging growth company” and a “smaller reporting company”, and the reduced reporting requirements applicable to emerging growth companies and smaller reporting companies may make our Common Stock less attractive to investors.F-7

~~We are an “emerging growth company” within the meaning~~FOXX ofDEVELOPMENT ~~the~~HOLDINGS ~~Securities Act, as modified by the JOBS Act~~INC. For as long as we continue to be an emerging growth company, we may take advantage of certain exemptions from various public company reporting requirements that are applicable to other public companies that are not emerging growth companies, including being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure, not being required to have its internal control over financial reporting audited by our independent registered public accounting firm under Section 404 of the Sarbanes-Oxley Act (“Section 404”), reduced disclosure obligations regarding executive compensation in our 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. We may take advantage of these exemptions until the last day of the fiscal year ending after the fifth anniversary of the consummation of our IPO or until we are no longer an emerging growth company, whichever is earlier. We will cease to be an emerging growth company prior to the end of such five-year period if certain earlier events occur, including if we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, our annual gross revenues equal or exceed $1.235 billion or we issue more than $1.0 billion of non-convertible debt in any three-year period prior to such time. In particular, in this Annual Report on, we have provided only two years of audited financial statements and have not included all of the executive compensation related information that would be required if it were not an emerging growth company, and it may elect to take advantage of other reduced reporting requirements in future filings. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.

~~In addition, the JOBS Act provides that an emerging growth company~~NOTES ~~can~~TO ~~take~~CONSOLIDATED ~~advantage~~FINANCIAL of an extended transition period for complying with new or revised accounting standards. We have elected to take advantage of the extended transition period to comply with new or revised accounting standards and to adopt certain of the reduced disclosure requirements available to emerging growth companies. As a result of the accounting standards election, we will not be subject to the same implementation timing for new or revised accounting standards as other public companies that are not emerging growth companies, which may make comparison of its financials to those of other public companies more difficult. As a result of these elections, the information that we provide in this Annual Report may be different than the information you may receive from other public companies in which you hold equity interests. In addition, it is possible that some investors will find our Common Stock less attractive as a result of these elections, which may result in a less active trading market for our Common Stock and higher volatility in its share price.STATEMENTS

38Note 1 — Nature of business and organization

WeFoxx Development ~~are~~Holdings ~~also~~Inc. a (“~~smaller~~Foxx” ~~reporting~~or ~~company~~the “Company”) aswas ~~defined~~incorporated ~~in the~~on ~~Exchange~~November ~~Act.~~13, We2023 ~~may~~under ~~continue~~the toname be“Acri Capital aMerger ~~smaller~~Sub ~~reporting~~I ~~company~~Inc.” ~~even~~On ~~after~~February we18, is2024, nothe ~~longer~~Company anentered ~~emerging~~into ~~growth~~a ~~company.~~business Wecombination ~~may~~agreement ~~take~~(as amended on May 31, ~~advantage~~2024, ofthe ~~certain~~“Business ofCombination Agreement”), by and among the ~~scaled~~Company, ~~disclosures~~Acri ~~available~~Capital toAcquisition ~~smaller~~Corporation, ~~reporting~~a ~~companies~~Delaware corporation and ~~will~~our beparent ~~able~~company toat ~~take~~the ~~advantage~~time of(“ACAC”), ~~these~~Acri ~~scaled disclosures~~Capital ~~for~~Merger soSub ~~long~~II asInc., ~~our~~a ~~Common~~Delaware ~~Stock~~corporation ~~held~~and byour ~~non~~wholly-~~affiliates~~owned subsidiary isat ~~less~~the ~~than~~time ~~$250~~(“Merger Sub”), and Foxx Development Inc.0 ~~million~~(“Old ~~measured~~Foxx”), a Texas corporation incorporated on ~~the~~March 17, ~~last~~2017 ~~business~~primarily ~~day~~engaged ofin ~~our second~~the ~~fiscal~~sales ~~quarter~~of electronic products, orpursuant ~~our~~to ~~annual~~which ~~revenue~~(i) isACAC ~~less~~merged ~~than~~with ~~$100.0~~and ~~million~~into ~~during~~the Company, with the ~~most~~Company ~~recently~~as ~~completed~~the ~~fiscal~~surviving ~~year~~Delaware corporation (the “Reincorporation Merger”), and ~~our~~(ii) ~~Common~~Old Foxx merged with and ~~Stock~~into ~~held~~Merger bySub, ~~non~~with Merger Sub surviving as a wholly-~~affiliates~~owned isDelaware ~~less~~subsidiary ~~than~~of ~~$700~~the Company (the “Acquisition Merger”).0 The ~~million~~Reincorporation ~~measured~~Merger, onthe Acquisition Merger, and other transactions contemplated under the ~~last~~Business ~~business~~Combination ~~day~~Agreement, ofare collectively ~~our~~referred ~~second~~to ~~fiscal~~as ~~quarter~~the “Business Combination” (See Note 4).

IfFollowing the weconsummation ~~engage~~of inthe ~~future~~Business ~~acquisitions~~Combination or(the ~~strategic~~“Closing”) ~~partnerships~~on September 26, 2024, the Company was renamed as “Foxx ~~this~~Development ~~may~~Holdings ~~increase~~Inc.” ~~capital~~and ~~requirements,~~became ~~dilute~~a ~~stockholders,~~publicly ~~cause~~traded uscompany. toThe ~~incur~~Merger ~~debt~~Sub orwas ~~assume~~renamed ~~contingent~~as ~~liabilities,~~“Foxx Development Inc.” and ~~subject~~became usthe ~~to other~~Delaware ~~risks~~subsidiary of the Company.

WeOn August 29, ~~intend~~2023, toFoxx ~~evaluate~~Technology ~~various~~Pte ~~acquisition~~Ltd, ~~opportunities~~a ~~and~~Singapore ~~strategic partnerships~~private company (“Foxx Technology”), ~~including~~was ~~licensing~~incorporated orin ~~acquiring~~Singapore, with ~~complementary~~Old ~~drugs~~Foxx holding 51% of the equity interests in Foxx Technology. Foxx Technology operates in the field of the manufacture of wireless communications equipment, ~~intellectual~~and ~~property~~the ~~rights~~wholesale of handphones, ~~technologies~~handphone orperipheral ~~businesses.~~equipment ~~Any~~and ~~potential~~other telecommunications equipment. ~~acquisition~~On orJuly ~~strategic~~30, ~~partnership~~2024, ~~may~~Foxx ~~entail~~submitted ~~numerous~~the ~~risks~~application to dissolve Foxx Technology to the Accounting and Corporate Regulatory Authority (ACRA) of Singapore. On November 4, ~~including:~~2024, ACRA granted Foxx Technology’s application and struck it off from the company register of Singapore.

●On March ~~increased~~3, ~~operating~~2025, ~~expenses~~Foxx ~~and~~Development ~~cash~~(Singapore) ~~requirements;~~Pte. Ltd (“Foxx Singapore”) was incorporated in Singapore. Foxx Singapore is primarily engaged in assembling electronic products, is 100% owned by the Company. Foxx Singapore had no significant operations as of June 30, 2025.

●On April 8, 2025, Foxx Technologies Inc (“Foxx Tech”) was incorporated in the ~~assumption~~State of ~~additional~~California. ~~indebtedness~~Foxx orTech ~~contingent~~is ~~liabilities;~~100% owned by the Company. Foxx Tech had no significant operations as of June 30, 2025.

●On May 19, 2025, Nexus IQ Technology Inc (“Nexus IQ”) was incorporated in the ~~issuance~~State of ~~our~~Delaware. ~~equity~~Nexus ~~securities;~~IQ is primarily engaged in developing, sales and rental of Artificial Intelligence of Things (“AIOT”), is 100% owned by the Company. Nexus IQ had no significant operations as of June 30, 2025.

●Note 2 — Going ~~assimilation of operations, intellectual property and drugs of an acquired company, including difficulties associated with integrating new personnel;~~Concern

●In assessing the ~~diversion~~Company’s ofability ~~our~~to ~~management’s~~continue ~~attention~~as ~~from~~a ~~our~~going ~~existing~~concern, ~~drug~~the ~~programs~~Company monitors and ~~initiatives~~analyses inits ~~pursuing~~cash ~~such~~on-hand aand ~~strategic~~its ~~partnership~~operating and capital expenditure commitments. The Company’s liquidity needs are to meet its working capital requirements, ~~merger~~operating orexpenses, and ~~acquisition;~~capital expenditure obligations.

●The Company ~~retention~~is ofprimarily ~~key~~engaged ~~employees,~~in the ~~loss~~sales of ~~key~~electronic ~~personnel~~products and ~~uncertainties~~debt financing in ~~our~~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 ~~maintain~~continue ~~key~~as ~~business~~a ~~relationships;~~going concern due to (1) net cash used in operating activities of approximately $6.6 million for the year ended June 30, 2025, (2) net loss of approximately $9.0 million for the year ended June 30, 2025, and (3) accumulated deficit of approximately $20.0 million as of June 30, 2025.

~~● risks and uncertainties associated with the other party to such a transaction, including the prospects of that party and their existing products or product candidates and marketing approvals; and~~F-8

●If the ~~Our~~Company ~~inability~~is unable to generate ~~revenue~~sufficient ~~from~~funds ~~acquired~~to ~~technology~~finance ~~and/or~~the ~~products~~working ~~sufficient~~capital torequirements ~~meet~~of ~~our~~the ~~objectives~~Company inwithin ~~undertaking~~the normal operating cycle of a twelve-month period from the ~~acquisition~~date orof ~~even~~the toconsolidated ~~offset~~financial statements are issued, the ~~associated~~Company ~~acquisition~~may ~~and~~have ~~maintenance~~to ~~costs.~~consider supplementing its available sources of funds through the following sources:

In● ~~addition,~~Other ifavailable wesources ~~undertake~~of ~~acquisitions,~~financing wefrom ~~may~~banks ~~issue dilutive securities, assume or incur debt obligations, incur large one-time expenses and acquire intangible assets that could result~~ in ~~significant~~the ~~future amortization~~United ~~expense.~~States ~~Moreover,~~of weAmerica ~~may not be able to locate suitable acquisition opportunities,~~ and ~~this~~other ~~inability~~financial ~~could~~institutions ~~impair our ability to grow~~ or ~~obtain~~private ~~access to technology or products that may be important to the development of our business.~~lenders;

39● Financial support and credit guarantee commitments from the Company’s related parties; and

~~Our~~● ~~Bylaws~~Equity provide that the Court of Chancery of the State of Delaware and, to the extent enforceable, the federal district courts of the United States of America will be the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employeesfinancing.

The Company ~~Charter~~can ~~provides~~make no assurances that, ~~unless~~required wefinancings ~~consent~~will tobe available for the ~~selection~~amounts ofneeded, anor on terms commercially acceptable ~~alternative~~to ~~forum~~the Company, ~~the~~if ~~Court~~at ofall. ~~Chancery~~If ofone ~~the~~or ~~State~~all of ~~Delaware~~these isevents ~~the~~does ~~exclusive~~not ~~forum~~occur ~~for~~or subsequent capital raises are insufficient to bridge financial and liquidity shortfall, there would likely be a material adverse effect on the ~~following~~Company ~~types~~and ofwould ~~actions~~materially oradversely ~~proceedings~~affect its ability ~~under~~to ~~Delaware~~continue ~~statutory~~as ora ~~common~~going ~~law:~~concern.

●As such, the Company’s management has determined that the factors discussed above have raised substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern and, accordingly, do not include any adjustments ~~derivative~~that ~~action~~might orresult ~~proceeding~~from ~~brought~~the onoutcome ~~our~~of ~~behalf;~~this uncertainty.

●Note 3 — Basis ~~any~~of ~~action~~presentation ~~asserting~~and asignificant ~~breach~~accounting ~~of fiduciary duty;~~policies

~~● any action asserting a claim against us or any~~ Basis of ~~our current or former directors, officers or other employees arising under the DGCL, the Charter, or the Bylaws;~~presentation

●The accompanying ~~any~~consolidated ~~action~~financial ~~seeking~~statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to ~~interpret~~the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, ~~apply~~all adjustments, ~~enforce~~consisting oronly ~~determine~~of ~~the~~normal ~~validity~~recurring adjustments, considered necessary for a fair presentation of ~~this~~its ~~Charter~~financial orposition ~~our~~and ~~Bylaws;~~operation results.

~~● any action as to which the DGCL confers jurisdiction on the Court~~ Principles of ~~Chancery of the State of Delaware; and~~consolidation

●The consolidated ~~any~~financial ~~action~~statements ~~asserting~~include athe ~~claim~~financial ~~against~~statements usof ~~that~~the isCompany ~~governed~~and byits subsidiaries. All transactions and balances among the ~~internal-affairs~~Company ~~doctrine~~and its subsidiaries have been eliminated upon consolidation.

~~This provision would not apply to suits brought to enforce a duty or~~A ~~liability~~subsidiary ~~created~~is byan ~~the~~entity ~~Exchange~~in ~~Act.~~which ~~Furthermore, Section 22 of~~ the ~~Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly~~Company, ~~both~~directly ~~state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent~~ or ~~contrary rulings by different courts~~indirectly, ~~among other~~controls ~~considerations,~~more ~~the~~than ~~Charter~~one ~~further~~half ~~provides that, unless we consent to the selection~~ of ~~an alternative forum,~~ the ~~federal~~voting ~~district courts~~power; ofor ~~the~~has ~~United States of America will be~~ the ~~exclusive forum for resolving any complaint asserting a cause of action arising under~~power ~~the~~to ~~Securities~~govern ~~Act, including all causes of action asserted against any defendant named in such complaint. While~~ the ~~Delaware~~financial ~~courts have determined that such choice of forum provisions are facially valid~~ and ~~several~~operating ~~state trial courts have enforced such provisions and required that suits asserting Securities Act claims be filed in federal court~~policies, ~~there is no guarantee that courts of appeal will affirm the enforceability of such provisions and a stockholder may nevertheless seek~~ to ~~bring~~appoint aor ~~claim~~remove ~~in a venue other than those designated in~~ the ~~exclusive~~majority ~~forum provisions.~~of ~~In such instance, we would expect to vigorously assert~~ the ~~validity~~members ~~and enforceability~~ of the ~~exclusive~~Board ~~forum provisions~~ of ~~the~~ Charter. This may require significant additional costs associated with resolving such action in other jurisdictions and there can be no assurance that the provisions will be enforced by a court in those other jurisdictions. If a court were to find either exclusive forum provision in the Charter to be inapplicable or unenforceable in an actionDirectors, ~~we may incur further significant additional costs associated with litigating Securities Act claims in state court,~~ or ~~both state and federal court, which could seriously harm our business, financial condition, results of operations, and prospects. These exclusive forum provisions may limit a stockholder’s ability~~ to ~~bring a claim~~cast in a ~~judicial~~majority forum that it finds favorable for disputes with us or our directors, officers, or other employees, or could result in increased costs for a stockholder to bring a claim, particularly if they do not reside in or near Delaware, both of ~~which~~votes ~~may~~at ~~discourage lawsuits against us and our directors, officers and other employees. If a court were to find either exclusive forum provision in~~ the ~~Charter~~meeting ~~to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with resolving the dispute in other jurisdictions, all~~ of ~~which could seriously harm our business~~directors.

~~We will incur increased costs and demands upon management as~~Use ~~a result~~ of ~~complying~~estimates ~~with the laws~~ and ~~regulations affecting public companies, which could adversely affect our business, results of operations, and financial condition.~~assumptions

~~As a public company, we are subject to the reporting requirements of~~The ~~the~~preparation ~~Exchange Act, the listing standards~~ of ~~Nasdaq,~~consolidated ~~and~~financial ~~other~~statements ~~applicable~~in ~~securities~~conformity ~~rules~~with ~~and regulations~~U.S. GAAP Werequires ~~expect~~management ~~that the requirements of these rules and regulations will continue~~ to ~~increase~~make ~~our~~estimates ~~legal, accounting~~ and ~~financial~~assumptions that ~~compliance~~affect ~~costs,~~the ~~make~~reported ~~some~~amounts ~~activities~~of ~~more difficult,~~assets ~~time-consuming~~ and ~~costly,~~liabilities and ~~place~~disclosures ~~significant~~of ~~strain~~contingent onassets ~~our personnel, systems~~ and ~~resources.~~liabilities ~~For~~as ~~example,~~of the ~~Exchange Act~~date ~~requires, among other things, that we file annual, quarterly and current reports with respect to our business and results~~ of ~~operations.~~the Asconsolidated afinancial ~~result~~statements ofand the ~~complexity~~reported ~~involved~~amounts inof ~~complying~~revenues ~~with the rules~~ and ~~regulations~~expenses ~~applicable~~during tothe ~~public~~periods ~~companies,~~presented. ~~our~~Actual ~~management’s attention may be diverted from other business concerns, which could harm our business,~~ results ~~of operations and financial condition.~~could ~~Although~~differ wefrom ~~have already hired additional employees to assist us in complying with~~ these ~~requirements, we may need to hire more employees in the future or engage outside consultants, which will increase our operating expenses~~estimates.

40Fair value measurement

~~In addition, changing laws, regulations and standards relating to corporate~~The ~~governance~~accounting ~~and~~standard ~~public~~regarding ~~disclosure~~the ~~are~~fair ~~creating~~value ~~uncertainty~~of ~~for public companies, increasing legal and~~ financial ~~compliance~~instruments ~~costs,~~ and ~~making some~~related ~~activities~~fair ~~more~~value ~~time-consuming.~~measurements ~~These~~defines ~~laws,~~financial ~~regulations and standards are subject to varying interpretations, in many cases due to~~instruments ~~their lack of specificity,~~ and, asrequires a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure ~~and~~of ~~governance~~the ~~practices.~~fair Wevalue ~~intend to invest substantial resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion~~ of ~~management’s~~financial ~~time and~~instruments ~~attention~~held ~~from~~by ~~business operations to compliance activities. If our efforts to comply with new laws, regulations and standards differ from~~ the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be harmedCompany.

We also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee (the “Audit Committee”) and compensation committee (the “Compensation Committee”), and qualified executive officers.F-9

Filing Compare · Foxx Development Holdings Inc.