Hua Joy Yi Form 3 Filed 2024-09-26

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:		3235-0104
Expires:	02/28/2011
Estimated average burden
hours per response		0.5

1. Name and Address of Reporting Person ^*

Hua Joy Yi

2. Date of Event Requiring Statement (Month/Day/Year)

09/26/2024

3. Issuer Name and Ticker or Trading Symbol

Foxx Development Holdings Inc. [FOXX]

(Last)

(First)

(Middle)

I/C/O FOXX DEVELOPMENT HOLDINGS INC., 13575 BARRANCA PARKWAY C106

4. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
CFO and Chairwoman

5. If Amendment, Date Original Filed (Month/Day/Year)

(Street)

IRVINE, CA 92618

(City)

(State)

(Zip)

6. Individual or Joint/Group Filing

(Check applicable line)

_____ Form Filed by One Reporting Person
__X__ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,156,250⁽¹⁾⁽²⁾	I⁽²⁾	See footnote⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants⁽¹⁾	⁽³⁾	⁽³⁾	Common Stock	7,843,923⁽¹⁾⁽²⁾⁽³⁾	⁽³⁾	I⁽⁴⁾	See Footnote⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Hua Joy Yi I/C/O FOXX DEVELOPMENT HOLDINGS INC. 13575 BARRANCA PARKWAY C106 IRVINE, CA 92618	X	X	CFO and Chairwoman
Acri Capital Sponsor LLC I/C/O FOXX DEVELOPMENT HOLDINGS INC. 13575 BARRANCA PARKWAY C106 IRVINE, CA 92618		X

Explanation of Responses:

1.	In connection with the closing of the initial business combination of Acri Capital Acquisition Corporation ("ACAC"), pursuant to certain business combination agreement by and among ACAC, Acri Capital Merger Sub I Inc., a Delaware corporation and subsidiary of the ACAC ("PubCo"), Acri Capital Merger Sub II Inc., a Delaware corporation and subsidiary of the PubCo ("Merger Sub"), and Foxx Development Inc., a Texas corporation ("Foxx"), dated February 18, 2024, 2,156,250 shares of common stock and 7,843,923 warrants of PubCo (now known as "Foxx Development Holdings Inc." the "Issuer") were issued to Acri Capital Sponsor LLC on the date hereof. Ms. Joy Yi Hua is the manager of Acri Capital Sponsor LLC and thus, is deemed to beneficially own all such 2,156,250 shares of Common Stock and 7,843,923 warrants held by Acri Capital Sponsor LLC in the Issuer.
2.	Acri Capital Sponsor LLC is the record holder of the shares reported herein.
3.	As described in a certain Warrant Assumption Agreement, dated the date hereof, between the Issuer, ACAC and Vstock Transfer, LLC (the "Warrant Agent"), which amends a certain Warrant Agreement, dated June 9, 2022, between ACAC and the Warrant Agent (the "Warrant Agreement"), the warrants may be exercised only commencing on September 26, 2024 and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five(5) years after September 26, 2024, and (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of the Warrant Agreement .
4.	Acri Capital Sponsor LLC is the record holder of the warrants reported herein.

	Signatures
	/s/ Joy Yi Hua	09/26/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.