NASDAQ: FOXX

Foxx Development Holdings Inc.

CIK 0002013807 · SIC 3576 · Computer Communications Equipment

Small Revenue $53M Assets $24M as of Oct 25, 2026

Founded in Texas in 2017, we are a technology innovation firm specializing in the communications sector. Since our establishment in 2017, we have expanded our presence to include various locations throughout the United States, such as San Francisco, CA, Irvine, CA, San Diego, CA, Dallas, TX,… About this business →

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10-K Filed Sep 28, 2026 · Period ending Jun 30, 2026

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8-K Filed Aug 18, 2026 · Period ending Aug 14, 2026

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8-K Filed Jul 29, 2026 · Period ending Jul 22, 2026

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10-Q Filed May 20, 2026 · Period ending Mar 31, 2026 Disclosure removed

FOXX: revenue $8.7M, net income -$36.3M. Foxx posts loss on warehouse impairment and negative margins

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10-Q Filed Feb 13, 2026 · Period ending Dec 31, 2025

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8-K Filed Jan 21, 2026 · Period ending Jan 20, 2026

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8-K Filed Dec 29, 2025 · Period ending Dec 22, 2025

Summary not yet generated.

8-K Filed Dec 18, 2025 · Period ending Dec 18, 2025

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10-K Filed Oct 15, 2025 · Period ending Jun 30, 2025

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10-Q Filed May 15, 2025 · Period ending Mar 31, 2025

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424B3 Filed Jan 24, 2025

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S-1 Filed Jan 10, 2025

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10-K Filed Oct 24, 2024 · Period ending Jun 30, 2024

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424B3 Filed Jul 29, 2024

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Latest financial statements

From 10-K filed Sep 28, 2026 (period ending Jun 30, 2026). As printed on the EDGAR/iXBRL face — not generated by the model.

As filed

Consolidated Statements of Operations and Comprehensive Loss

Description Years ended June 30, 2026 Years ended June 30, 2025
REVENUES, NET 52,584,432 65,919,166
COST OF GOODS SOLD 50,893,464 61,144,561
GROSS PROFIT 1,690,968 4,774,605
OPERATING EXPENSES:
Selling expenses 3,963,221 5,183,464
General and administrative expenses 11,031,238 6,155,236
Research and development related party - 136,752
Research and development 2,926,060 2,083,897
Provision of credit losses 1,811,876 913,190
Impairments of right-of-use assets 25,855,427 -
Total Operating Expenses 45,587,822 14,472,539
LOSS FROM OPERATIONS (43,896,854) (9,697,934)
OTHER (EXPENSE) INCOME
Interest expense (8,758,798) (4,959,055)
Other (expense) income, net (23,984) 25,589
Change in fair value of earnout liabilities - 5,688,007
Total Other (Expense) Income, net (8,782,782) 754,541
LOSS BFORE INCOME TAXES (52,679,636) (8,943,393)
PROVISION FOR INCOME TAXES 10,302 76,743
NET LOSS (52,689,938) (9,020,136)
Less: net loss attributable to non-controlling interests (4) -
NET LOSS ATTRIBUTABLE TO FOXX DEVELOPMENT HOLDINGS INC.’S STOCKHOLDERS (52,689,934) (9,020,136)
NET LOSS (52,689,938) (9,020,136)
OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustment (11,675) (5,002)
COMPREHENSIVE LOSS (52,701,613) (9,025,138)
Less: total comprehensive loss attributable to noncontrolling interests (4) -
TOTAL COMPREHENSIVE LOSS ATTRIBUTABLE TO FOXX DEVELOPMENT HOLDINGS INC.’S STOCKHOLDERS (52,701,609) (9,025,138)
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES
Basic 6,921,884 6,148,467
Diluted 6,921,884 6,148,467
LOSS PER SHARE
Basic (7.61) (1.47)
Diluted (7.61) (1.47)

Consolidated Balance Sheets

Description June 30, 2026 June 30, 2025
ASSETS
CURRENT ASSETS
Cash 1,473,268 1,875,453
Restricted cash 3,456 -
Accounts receivable, net of allowance for credit losses of $1,888,104 and $595,907, as of June 30, 2026 and 2025, respectively 6,099,537 6,786,792
Inventories 3,275,587 12,686,739
Advance to suppliers 431,258 454,842
Prepaid expenses and other receivables, net of allowance for credit losses of $836,931 and $317,282, as of June 30, 2026 and 2025, respectively 272,170 1,837,812
Prepaid expenses related party - 8,000
Total Current Assets 11,555,276 23,649,638
PROPERTY AND EQUIPMENT, NET 79,547 131,722
NON-CURRENT ASSETS
Operating right-of-use assets 11,548,265 1,063,438
Security deposits 1,155,516 1,155,016
Total Non-current Assets 12,703,781 2,218,454
Total Assets 24,338,604 25,999,814
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable 33,557,405 26,244,987
Other payables and accrued liabilities 7,870,957 3,570,959
Other payable related parties 4,433 272,917
Contract liabilities 1,909,406 378
Income taxes payable 43,716 76,743
Current maturity of long-term loan 24,826 23,743
Operating lease liabilities current 2,291,947 211,525
Total Current Liabilities 45,702,690 30,401,252
NON-CURRENT LIABILITIES
Operating lease liabilities non-current 35,405,285 889,827
Long-term loan non-current 48,592 73,418
Total Non-current Liabilities 35,453,877 963,245
Total Liabilities 81,156,567 31,364,497
COMMITMENTS AND CONTINGENCIES (See Note 16)
STOCKHOLDERS’ DEFICIT
Common stock, $0.0001 par value, 50,000,000 shares authorized as of June 30, 2026 and 2025; 7,041,192 and 6,780,597 shares issued and outstanding as of June 30, 2026 and 2025, respectively 704 678
Additional paid-in capital 15,934,957 14,686,705
Accumulated deficit (72,736,998) (20,047,064)
Accumulated other comprehensive loss (16,677) (5,002)
Total Foxx Development Holdings Inc. Stockholders’ Deficit (56,818,014) (5,364,683)
Non-controlling interests 51 -
Total Stockholders’ Deficit (56,817,963) (5,364,683)
Total Liabilities and Stockholders’ Deficit 24,338,604 25,999,814

Consolidated Statements of Cash Flows

Description Years ended June 30, 2026 Years ended June 30, 2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss (52,689,938) (9,020,136)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation 46,139 47,732
Interest expense from convertible promissory notes - 140,740
Amortization of operating right-of-use assets 1,915,826 214,313
Provision of credit losses 1,811,876 913,190
Stock-based compensation expenses 1,261,554 815,678
Change in fair value of earnout liabilities - (5,688,007)
(Gain) loss on disposal of equipment (2,790) 3,400
Impairments of inventories 6,981,771 -
Impairments of right-of-use assets 25,855,427 -
Change in operating assets and liabilities:
Accounts receivable (604,942) (7,130,805)
Inventories 2,429,381 (10,918,667)
Advance to suppliers 23,584 1,227,448
Prepaid expenses and other current assets 1,045,964 (2,028,619)
Amount due from related parties current 8,000 (7,860)
Security deposits (500) (1,125,107)
Accounts payable 7,312,418 24,848,127
Contract liabilities 1,909,028 (649,072)
Income taxes payable (33,027) (226,262)
Other payables and accrued liabilities 4,300,919 2,350,223
Other payable related parties (268,484) (150,830)
Operating lease liabilities (1,660,200) (175,607)
Net cash used in operating activities (357,994) (6,560,121)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment - (68,336)
Proceeds from disposal of equipment 8,826 28,100
Net cash provided by (used in) investing activities 8,826 (40,236)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments to short-term loans - (291,208)
Principal payments of long-term loan (23,743) (17,820)
Proceeds from convertible promissory note - 9,000,000
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
Proceeds from contribution from non-controlling interest stockholder 55 -
Payments for employee taxes related to stock compensation (13,276) -
Payment of redemption payable - (20,499,790)
Payments of deferred transaction costs - (131,400)
Net cash (used in) provided by financing activities (36,964) 7,890,820
EFFECT OF EXCHANGE RATE CHANGES (12,597) (2,458)
NET CHANGE IN CASH (398,729) 1,288,005
CASH, beginning of the year 1,875,453 587,448
CASH AND RESTRICTED CASH, end of the year 1,476,724 1,875,453
CASH AND RESTRICTED CASH, end of the year reconciliation:
Cash and cash equivalents 1,473,268 1,875,453
Restricted cash 3,456 -
CASH AND RESTRICTED CASH, end of the year 1,476,724 1,875,453
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income tax 42,329 850
Cash paid for interest 5,594,233 2,507,745
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Initial recognition of operating right-of-use assets and lease liabilities 38,256,080 750,338
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
Initial recognition of earnout liabilities - 5,688,007
Conversion from employee advance to receivable from a third party - 19,500

Amounts as printed on the EDGAR/iXBRL face. Labels, columns, and figures are the filing face, not a GAAP stencil. Interactive statements & notes on EDGAR ↗

About Foxx Development Holdings Inc.

Source: Item 1 (Business) from the 10-K filed September 28, 2026. Description as filed by the company with the SEC.

ITEM 1. BUSINESS

Overview

Founded in Texas in
2017, we are a technology innovation firm specializing in the communications sector. Since our establishment in 2017, we have
expanded our presence to include various locations throughout the United States, such as San Francisco, CA, Irvine, CA, San Diego,
CA, Dallas, TX, Atlanta, GA, Miami, FL, Seattle, WA, and New York, NY, as well as an R&D center in Singapore. This expansion
enables us to provide sales, retail, distribution, and after-sales support services while simultaneously driving innovation through
active research and development efforts aimed at pioneering new customization standards and services.

Our business model involves
providing comprehensive hardware and software specifications to original design manufacturers. Once the products are developed, we engage
with third-party agencies to secure necessary testing and certifications, including Equipment Authorizations from the FCC and certifications
from the Global Mobile Suppliers Association. We currently offer a range of Foxx-branded products, including tablets, smartphones, wearables,
and expect to launch other high-quality communication terminals. Our products are generally 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 distributors who sell Foxx-branded products in the U.S. public channels and to major carriers in the United States
such as T-Mobile, AT&T, and Verizon. We also began E-Commerce operations in March 2024 and our E-Commerce customers include customers
from our Amazon and TikTok Shops. 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.

Read full description ↓

The Business 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”).

The 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 Warrants became listed on the Nasdaq under trading symbols “FOXX”
and “FOXXW,” respectively.

Current Products

Our current revenue stream
is primarily derived from the sales of tablets and smartphones. For the fiscal year ended June 30, 2026, our sales reached approximately
15,174 tablets, approximately 1,633,807 smartphones, approximately 36,310 wearables, and approximately 18,206 other IoT products
sold, generating a revenue of approximately $52.6 million. For the fiscal year ended June 30, 2025, we achieved sales of approximately
8,544 tablets and 2,126,383 smartphones sold, generating approximately $60.4 million in revenue.

1

Tablet Products

We produce 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.

In 2025, we launched C10
Pro tablet, which is equipped with the following key features:

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

●
MT6765 2.2GHz Processor:
Delivers smooth performance, allowing users to seamlessly navigate through apps, games, and multitasking activities.

●
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.

●
Mobile Network Enabled:
Phone + Tablet in One: Supports SIM card use and mobile network, allowing users make calls, send texts, and use data like a phone,
while enjoying the 2-in-1 convenience of a tablet.

Thus far, we have successfully
introduced several generations of products to the market, each tailored to meet specific consumer needs and preferences. This strategic
approach not only allows us to diversify our product range but also enables us to remain agile and responsive to the evolving trends
and demands of the marketplace. By continually innovating and expanding our offerings, we aim to ensure that we remain at the forefront
of meeting the diverse needs of our consumers.

2

Mobile Phone Products

We are committed to developing
high performance smartphones at competitive prices to provide accessibility for all. Our focus on innovation, efficient manufacturing,
and strategic partnerships allows us to deliver premium technology without compromising affordability.

In 2019, we launched our
MIRO product line to cater to users seeking an affordable smartphone with quality performance, which became available at Metro® by
T-Mobile stores beginning May 20, 2019. Since our launch of the MIRO phones, we have introduced multiple product generations
to the market to offer a range of options that can meet evolving consumer needs. With each new generation, we aim to raise the bar in
delivering quality performance at an accessible price point, empowering users to stay connected, productive, and engaged. Our MIRO phone
launched in the second quarter of 2025, C69M Pro, is equipped with the following key features:

● Immersive
6.9” 120Hz Display: Enjoy a vivid viewing experience with our immersive 6.9” HD+ screen, great for multimedia consumption
and responsive gaming.

● Large
Lasting Battery: Stay connected longer with a high-capacity 5060mAh battery.

● High-Quality Cameras:
Capture life’s moments in stunning detail and produce vibrant photos even in low light with the 50MP main rear camera and
take brilliant selfies with the 16MP front camera.

● Superior
8-Core Performance: Powered by the MTK Helio G81 Octa-Core processor (up to 2.0GHz), C69M Pro delivers reliable speed for multitasking.

● Quality
Performance: Experience seamless app performance and multitasking capabilities with 8GB of RAM. Store photos and music effortlessly
with 256GB of built-in memory.

3

Our newest-generation MIRO phone, S69 Pro, was launched in March 2026
with the following specifications:

In Q2 2025, we launched our FOXX-branded product
line, which is designed for consumers seeking smartphones with higher-end performance specifications at mid-range price points.

4

Wearables

To complement our smartphones,
tablets, and the IoT cloud platform, we are developing customization standards for a diverse range of wearable devices, including Bluetooth
watches, Bluetooth bracelets, GPS watches, 4G watches, and etc. We are also researching for connecting wearable products with sports
equipment and will work with chip manufacturers, solution providers, and device manufacturers to develop high-quality components
and equipment, enabling us to offer reliable and innovative solutions to the end-users.

5

In 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, MIRO-W1,were launched in the first
calendar quarter of 2025 through our E-Commerce channels. Our second-generation smartwatches for kids, MIRO-W4, were launched in July
2026.

6

We also launched other wearable
devices such as AI smart glasses in Q3 2025. iVision6, our first-generation AI smart glasses allow users to conduct seamless cross-language
conversation, enabled by Microsoft’s trusted translation technology. With an 8MP Sony lens, users enjoy shooting 3200W-pixel photos
and smooth 1080P/30fps videos. With 32GB built-in storage, users can save thousands of photos, videos, or translated recordings without
running out of space. Users can also access ChatGPT directly through iVision6 for natural, on-the-go AI interactions with voice-activated
convenience. We launched the second-generation AI smart glasses, iVision6 Pro, in May 2026.

7

Smart Home Solutions

We expanded our business
into smart home market segments. In July 2025, we successfully launched our first product “Leak Shield”, a smart water leak
detector we developed through our strategic technology partnership with APEC Water Systems (“APEC”), a premier U.S. manufacturer
of water filtration systems. We worked closely with APEC throughout the product development process, bringing expertise in IoT connectivity,
mobile app development, and sensor integration to create the APEC Smart Water Leak Detector (SKU: SMTD-001-1PK).

In the second half of 2025, we developed MIRO
VI03 4G LTE Dual Dash Cam and launched this product in August 2026. With dual recording capabilities— 4K UHD front camera
and 1080P in-cabin—this dash camera clearly captures every crucial moment inside and outside the vehicle. Combined with WDR and
a large F1.8 aperture, the image quality remains sharp even in low-light conditions. A built-in 4G LTE module allows users to remotely
view and play back videos and locate their vehicle anytime, anywhere via a mobile app. Equipped with electronic fences, collision and
motion detection, it provides instant push notifications for abnormal situations.

8

Target End-Users

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

Budget Conscious/Practical
Shopper: These individuals are meticulous researchers who make informed decisions. They seek practical tablets and smartphones to seamlessly
navigate their daily digital activities, including browsing, attending online lectures, messaging, social media interactions, calls,
web browsing, GPS navigation, and photography. They look for IoT products that solve a specific everyday problem at a justifiable price,
favoring durability, easy setup, and cross-device compatibility over premium branding or feature depth they will not use.

First-Time Tablets
or 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-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.

Parents of First-Time Tablets
or Smartphone Users: These individuals seek capable yet budget-friendly tablets and smartphones for their 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.

Strategic Approach to Sales and Distribution

Third Party Customer-Driven Sales
Model

Since inception, we have
been employing the strategy of engaging with distributors who purchase products from us and then market our products to consumers 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. We also entered into multiple master agreements with Mobile Virtual Network Operators (MVNOs),
broadening our reach and delivering sophisticated telecommunications solutions to an extensive consumer base.

Diversified Sales Approach

In 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.

9

Internal Support

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.

Competitive Advantages

We stand 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:

Geographical Location and Market Presence

We 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 distribution, 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 San Diego, CA, and Atlanta, GA offices play instrumental roles in
executing our sales and marketing initiatives and providing essential operational support. In addition, beginning in September 2026,
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 also maintain a strong
sales presence in major metropolitan areas such as Los Angeles, CA, Dallas, TX, 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.

Experienced Management Team

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. 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.

10

Build-to-Order Business Model

We manage our inventory
and meet market demand through our build-to-order business 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.

The orders we receive from
customers provide us with a great opportunity to understand market trends and customer 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.

Research and Development/Innovation Capability

We have strong competitive
advantages in our product design and innovation 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.

Supply Chain Management

We have efficiently 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.

Quality Control

Quality is 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.

These competitive advantages
contribute to our success and resilience in the market. 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 IoT Cloud Platform

Our IoT Cloud Platform

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 operations, improved human-machine interactions, enhanced data
analytics, and smarter decision-making.

The cloud platform is 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.

We 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.

11

The platform facilitates
comprehensive data analytics and insights, allowing users to gain valuable insights into their personal information and habits from connected
device data. These insights enable informed decisions, efficient operations, personalized experiences, and customized solutions based
on individual behavior and preferences.

Our cloud platform is designed
to offer the following functionalities:

●
Firmware-over-the-air (FOTA)
software upgrade.

●
Launch new software releases.

●
Device and sensors management.

●
SIM cards activation, provisioning
and management.

●
Data usage monitoring,
reporting and billing management.

●
Using Application Programming
Interfaces (API) & Software Development Kit (SDK) to integrate many device types and IoT protocols.

●
Enable both “upward”
integration with existing cloud service providers (e.g. Amazon Web Services (AWS)) and “downward” integration with 3rd party
application for various IoT verticals (e.g., smart home, healthcare, smart building, etc.).

●
IoT data management &
analytics using artificial intelligence (AI) or machine learning (ML) algorithms.

●
Storing data from production
processes locally to prevent security breaches.

12

●
Data security, firewall,
cyberattack alert and prevention, data backup.

●
Provide IoT standard —
MATTER certification (in plan).

●
24x7 technical support.

This open platform 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.

We 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 developed a second generation
of our IoT cloud 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 integrates more advanced technologies researched and developed by Foxx, with
the potential scalability to connect tens of millions of devices. This platform was launched to the market in the fourth calendar quarter
of 2024. Our second generation IoT cloud platform involves 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 supports comprehensive and modern
IoT communication protocols. In addition, the second generation IoT platform has 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.

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Warranties and Customer Services

We provide a one-year warranty
on its products, offering after-sales service support to dealers in two ways. Dealers can opt for direct product replacement by
us, or they can choose to receive 2% after-sales service spares from Foxx. In the latter case, our customers handle after-sales service
to end-users independently after exhausting the supplied spares, without further support from us.

Competition

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.

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

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

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

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

Intellectual Property

Trademarks

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

Domain Names

Domain

Registration
Date

Expiration
Date

www.foxxusa.com

August 3, 2017

August 3, 2028

Patents

We do not currently have
any registered patents. However, our research and development team is actively assessing our customizations, specifications, and other
technical expertise and know-how currently protected as trade secrets. We plan to file patents to safeguard our technical expertise
and innovations.

Research and Development

For the year ended June 30,
2026, our research and development expenses amounted to approximately $2.9 million, a significant portion directed towards the development
of new products.

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.

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Employees

As of the date of this report,
we had 23 full-time employees. We believe that we maintain a good working relationship with our employees, and we have not experienced
any material labor disputes.

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
4

Operations
3

Total
23

Certifications

For open market products
including U.S. E-Commerce sites, retail stores and distributor channels, etc., we have conducted FCC and Google Mobile Services
test and obtained corresponding certifications.

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.

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.

Government Regulation

FCC Equipment Authorization

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.

FCC RF Exposure and Specific Absorption Rate
(SAR)

Handheld and body-worn mobile
devices (e.g., smartphones and tablets) must satisfy FCC human exposure limits for RF radiation, quantified via Specific Absorption Rate
("SAR") testing under 47 C.F.R. §§ 2.1091 and 2.1093.

FCC Covered List

Pursuant to the Secure and
Trusted Communications Networks Act of 2019, the FCC created and maintains a list (Covered List) of telecommunications services
and equipment that pose an unacceptable risk to the national security of the United States. The FCC periodically updates the Covered
List, and companies that appear on the Covered List are subject to change based on the security determinations of the FCC and other U.S. Federal
agencies with which the FCC works. Categories of equipment made by companies, including equipment manufactured by their subsidiaries
or affiliates, on the Covered List cannot be authorized in the United States.

FCC Labeling and Technical Disclosures

The FCC mandates indelible
physical or approved electronic labeling ("e-labeling") reflecting our registered FCC Identification Numbers ("FCC IDs"),
alongside mandatory Part 15 advisory disclosures within product packaging and user manuals.

Executive Order 13873 & Department of Commerce
ICTS Rules

Executive Order 13873 ("Securing
the Information and Communications Technology and Services Supply Chain") and implementing regulations promulgated by the U.S. Department
of Commerce (15 C.F.R. Part 791) empower the Secretary of Commerce to review, prohibit, or impose mitigation measures upon any acquisition,
importation, transfer, or use of Information and Communications Technology and Services ("ICTS") that involves hardware, software,
or services designed, developed, manufactured, or supplied by persons owned by, controlled by, or subject to the jurisdiction or direction
of a designated "foreign adversary" (currently including the People’s Republic of China, Russia, Iran, North Korea, Cuba,
and the Maduro regime in Venezuela).

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To mitigate ICTS scrutiny,
avoid regulatory enforcement, and ensure product viability, our connected device cloud architecture requires localization and processing
of telemetry, spatial coordinates, and video metadata within secure U.S.-based data centers (e.g., AWS or Microsoft Azure U.S. regions),
supplemented by cryptographic controls compliant with Federal Information Processing Standards ("FIPS").

Data Privacy, Cybersecurity, and Spatial/Biometric
Information

Our connected devices and
companion mobile applications collect, transmit, store, and process user data, geographic telemetry, video recordings, and, where applicable,
biometric data points. We are subject to a complex patchwork of state, federal, and international privacy and cybersecurity mandates:

State Comprehensive Privacy
Legislation: Under statutes such as the California Consumer Privacy Act, as amended by the California Privacy Rights Act (collectively,
"CCPA/CPRA," Cal. Civ. Code § 1798.100 et seq.), precise geolocation data generated by our dashcams and mobile devices
constitutes "Sensitive Personal Information." We are subject to strict obligations regarding notice, collection limitations,
consumer opt-in/opt-out mechanisms, and data subject access requests ("DSARs"), including the absolute right of consumers to
delete their stored telemetry and video recordings. Analogous comprehensive privacy statutes have been enacted across numerous other states
(including Virginia, Colorado, Connecticut, Utah, and Texas).

Biometric Information Privacy:
Smart surveillance hardware incorporating automated facial detection, human body tracking, or license plate recognition triggers strict
biometric privacy regulations, notably the Illinois Biometric Information Privacy Act ("BIPA," 740 ILCS 14/). BIPA imposes statutory
liquidated damages for collecting biometric identifiers without advance written notice, signed user consent, and a publicly available
retention and destruction policy.

Federal Trade Commission
Act (FTC Act): Under Section 5 of the FTC Act (15 U.S.C. § 45), the Federal Trade Commission investigates and penalizes unfair or
deceptive acts or practices, targeting companies that fail to implement reasonable and appropriate cybersecurity safeguards for connected
devices or misrepresent data privacy practices in product marketing.

Internet of Things ("IoT")
Device Security: State statutes such as California Senate Bill 327 (Cal. Civ. Code § 1798.91.04) mandate that all connected devices
sold in the state be equipped with "reasonable security features" appropriate to the nature of the device, prohibiting generic
pre-programmed factory passwords and requiring unique device credentials or mandatory password reset mechanisms upon initial setup. We
evaluate our embedded security against guidelines issued by the National Institute of Standards and Technology ("NIST"), including
NIST IR 8259 (Foundational Cybersecurity Activities for IoT Device Manufacturers).

International Trade, Customs, and Supply Chain
Sourcing

A substantial portion of
our product components, printed circuit board assemblies ("PCBAs"), and finished products are sourced from overseas contract
manufacturers and component vendors:

Tariffs and Import Duties:
Our imported electronic assemblies and finished consumer goods are subject to U.S. Customs and Border Protection ("CBP") enforcement,
including tariffs imposed under Section 301 of the Trade Act of 1974.

Forced Labor Restrictions:
Under the Uyghur Forced Labor Prevention Act ("UFLPA," Public Law 117-78), CBP applies a rebuttable presumption that all goods
mined, produced, or manufactured wholly or in part in the Xinjiang Uyghur Autonomous Region of China, or produced by entities on the UFLPA
Entity List, are prohibited from entry into the United States. We conduct supply chain traceability audits and require Tier-1 suppliers
to certify compliance with UFLPA requirements to avoid customs detention, seizures, or supply chain impoundment.

Consumer Product Safety and Commercial Hardware Standards

Our consumer hardware products
are governed by federal safety oversight and commercial safety standards:

Consumer Product Safety Commission
(CPSC): Under the Consumer Product Safety Act ("CPSA," 15 U.S.C. § 2051 et seq.) and the Consumer Product Safety Improvement
Act ("CPSIA"), we are subject to federal product safety regulations, chemical restriction standards (e.g., lead and phthalates
in children’s accessible accessories), and mandatory reporting obligations. Section 15(b) of the CPSA mandates that manufacturers,
distributors, and retailers immediately inform the CPSC upon learning that a product fails to comply with an applicable consumer product
safety rule, contains a defect that could create a substantial product hazard, or creates an unreasonable risk of serious injury or death.

Battery Safety and Transportation:
Our portable products incorporate high-energy-density rechargeable lithium-ion cells. We are required to satisfy international transport
safety testing criteria, including the UN Manual of Tests and Criteria (UN 38.3), and Department of Transportation ("DOT") Hazardous
Materials Regulations for shipping lithium cells.

Commercial Certification
Standards: While third-party safety testing under standards such as UL 62368-1 (audio/video, information, and communication technology
equipment) and UL 2054 (household and commercial batteries) is voluntary at the federal level, these certifications are practically mandatory
for commercial distribution, channel financing, product liability insurance underwriting, and qualification for sales through major retail
partners and nationwide wireless carrier networks.

Environmental Matters

Our facilities and operations,
in common with those of our industry in general, are not subject to domestic or international laws and regulations designed to environmental
protections. 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.

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