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
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FOXX DEVELOPMENT HOLDINGS INC. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
351665104 (CUSIP Number) |
I/C/O Xiaohan Li Unit 2A16, Tianxiang Building, Tian'an Digital City, No. 12 Tairan 5th Futian District, Shenzhen, F4, 518040 86-18038010614 (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
Grazyna Plawinski 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)
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| 6 | Citizenship or place of organization
HONG KONG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,508,276.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.34 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Representing 664,353 shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock"), and 1,843,923 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
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| CUSIP No. | 351665104 |
| 1 |
Name of reporting person
Xiaohan Li | ||||||||
| 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
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,508,276.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.34 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Representing 664,353 shares of Common Stock and 1,843,923 Warrants directly owned by Grazyna Plawinski Limited, of which Ms. Xiaohan Li is the director.
SCHEDULE 13D
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| 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 2. | Identity and Background |
| (a) | This statement is filed by Grazyna Plawinski Limited ("Grazyna"), a Hong Kong company, and Xiaohan Li ("Ms. Li", together with Grazyna, the "Reporting Persons"). |
| (b) | The principal business address of the Reporting Persons is Unit 2A16, Tianxiang Building, Tian'an Digital City, No. 12 Tairan 5th Road, Futian District, Shenzhen, China. |
| (c) | Grazyna is primarily involved in investment. Ms. Li is the director of Grazyna. |
| (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 or finding any violation with respect to such laws. |
| (f) | Grazyna is incorporated in Hong Kong. The Citizenship of Ms. Li is China. |
| 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, Grazyna and Acri Capital Sponsor LLC entered into a Securities Transfer Agreement, pursuant to which Grazyna agreed to purchase from Acri Capital Sponsor LLC (i) 365,000 shares of Common Stock at a purchase price of $4.60 per share, and (ii) 1,843,923 Warrants at a purchase price of $0.11 per Warrant, for an aggregate purchase price of $1,881,831.53. 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. |
| (b) | The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference. |
| (c) | The information in Item 4 is incorporated herein by reference. Except as disclosed in this Schedule 13D, there have been no transactions by the Reporting Persons in the securities of the Issuer during the past sixty days. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| 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 8, 2026. 99.2 Securities Transfer Agreement, dated May 1, 2026, by and among Acri Capital Sponsor LLC and Grazyna Plawinski 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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