Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Foxx Development Holdings Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
351665104 (CUSIP Number) |
New Bay Capital Limited Rm. 805, 8/F, Harbour Crystal Center, No. 100 Granville Road Tsim Sha Tsui, KL, K3, 0000 86 13910871716 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/01/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 351665104 |
| 1 |
Name of reporting person
New Bay Capital Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,930,426.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
31.49 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Representing 630,426 shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock"), and 2,300,000 warrants ("Warrants") exercisable for one share of Common Stock at an exercise price of $11.50 per share. (2) Percentage is calculated based on 7,006,388 shares of the Common Stock outstanding as of May 1, 2026.
SCHEDULE 13D
|
| CUSIP No. | 351665104 |
| 1 |
Name of reporting person
New Bay Capital (Cayman) Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,930,426.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
31.49 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Representing 630,426 shares of Common Stock and 2,300,000 Warrants directly owned by New Bay Capital Limited, which is wholly owned by New Bay Capital (Cayman) Corporation.
SCHEDULE 13D
|
| CUSIP No. | 351665104 |
| 1 |
Name of reporting person
Shi Liu | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,930,426.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
31.49 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Representing 630,426 shares of Common Stock and 2,300,000 Warrants directly owned by New Bay Capital Limited, which is wholly owned by New Bay Capital (Cayman) Corporation, of which Mr. Shi Liu is the sole owner.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Foxx Development Holdings Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
13575 Barranca Parkway C106, Irvine,
CALIFORNIA
, 92618. | |
Item 1 Comment:
The securities to which this Amendment No. 1 to Schedule 13D relates are Common Stock, par value $0.0001 per share (the "Common Stock"), issued by Foxx Development Holdings Inc. (the "Issuer"). | ||
| Item 2. | Identity and Background | |
| (a) | This statement is filed by New Bay Capital Limited, a Hong Kong company ("New Bay"), New Bay Capital (Cayman) Corporation, an exempted corporation incorporated under laws of Cayman Island ("New Bay Cayman"), and Shi Liu ("Mr. Liu", together with New Bay and New Bay Cayman, the "Reporting Persons"). | |
| (b) | The principal business address of the Reporting Persons is Rm. 805, 8/F, Harbour Crystal Center, No. 100 Granville Road, Tsim Sha Tsui, KL, Hong Kong. | |
| (c) | New Bay is primarily involved in investment. Mr. Liu is the director of New Bay. | |
| (d) | During the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item 2, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was the subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal and state securities laws of findings any violation with respect to such laws. | |
| (f) | New Bay is incorporated in Hong Kong. New Bay Cayman is incorporated in the Cayam Islands. The Citizenship of Mr. Liu is Canada. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The information set forth in Items 4 and 5 of this Schedule 13D are hereby incorporated by reference into this Item 3. | ||
| Item 4. | Purpose of Transaction | |
On May 1, 2026, New Bay Capital Limited ("New Bay") and Acri Capital Sponsor LLC entered into a Securities Transfer Agreement with, pursuant to which New Bay agreed to purchase 2,300,000 Warrants from Acri Capital Sponsor LLC at a purchase price of $0.11 per Warrant and for a total consideration of $253,000. The Common Stock and Warrants reported in this filing have been purchased and held for investment purposes. The Reporting Persons used their own funds to acquire the securities as a passive investor and has no present plan or proposal which would relate to or result in any of the matters or actions set forth in clauses (a) through (j) of Item 4 of Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference. Other than the disposition of the shares as reported in this Schedule 13D, no actions in the common stock were effected during the past sixty (60) days by the Reporting Persons. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Items 4 of this Schedule 13D are hereby incorporated by reference into this Item 6. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended by adding the following to the end of the section: Exhibit No. Description 99.1 Joint Filing Agreement, dated May 5, 2026. 99.2 Securities Transfer Agreement, dated May 1, 2026, by and among Acri Capital Sponsor LLC and New Bay Capital Limited. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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