SCHEDULE: BayRoad Holdings Acquires 33.4% Stake in Foxx Development

BayRoad Holdings Limited has acquired a 33.43% beneficial interest in Foxx Development Holdings Inc. through a private securities transfer agreement.

Summary

• BayRoad Holdings Limited acquired 635,000 shares of common stock and 2,500,000 warrants from Acri Capital Sponsor LLC.
• The total purchase price for the transaction was $3,196,000.
• The acquisition represents a 33.43% beneficial ownership stake in Foxx Development Holdings Inc. based on 7,006,388 shares outstanding as of May 1, 2026.
• The warrants are exercisable for one share of common stock each at an exercise price of $11.50 per share.
• The reporting persons, BayRoad Holdings and Xingrong Han, state they are passive investors with no current plans to influence company management.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event; while it shows capital commitment, it is a secondary market transfer between a sponsor and a private investor rather than a direct capital raise for the company.

Positives

• The transaction indicates significant investor confidence from BayRoad Holdings in the long-term prospects of Foxx Development.
• The acquisition provides the company with a substantial, committed shareholder holding over one-third of the voting power.

Negatives

• The acquired securities are restricted under Rule 144 of the Securities Act, limiting immediate liquidity for the investor.
• The warrants carry a high exercise price of $11.50, which is significantly above the current implied valuation of the common stock purchase price ($4.60).

Risks

• The investment is described as highly speculative by the buyer.
• The securities are unregistered and restricted, meaning they cannot be easily sold or transferred without registration or an exemption.
• The buyer acknowledges the risk of holding an investment that may lack liquidity for an indefinite period.

Future Outlook

The reporting persons state they are passive investors and have no present plans or proposals that would result in changes to the company's business, management, or corporate structure.

Management Comments

• The buyer acknowledges that an investment in the Subject Securities involves certain significant risks.
• The buyer recognizes the highly speculative nature of the purchase of the Subject Securities.

Industry Context

StockSavvy.ai notes that this filing represents a significant change in the ownership structure of a small-cap entity, often seen in SPAC-related or early-stage development companies where sponsors rotate out and private investment firms rotate in.

Comparison to Industry Standards

• The use of a private Securities Transfer Agreement for a large block of shares is standard practice for institutional investors in non-listed or thinly traded securities.
• The 33.4% ownership stake is a significant threshold, often triggering regulatory scrutiny regarding control, though the investor has explicitly filed as a passive holder.

Legal Proceedings

• None disclosed.

Related Party Transactions

• None disclosed.

Stakeholder Impact

• Existing shareholders may see a change in the concentration of ownership, potentially impacting future voting outcomes.

Next Steps

• The reporting persons will file amendments to this Schedule 13D if there are material changes in their ownership or intentions.

Key Dates

Recommendation

The entry of a new 33% shareholder is a significant event that warrants monitoring, but the passive nature of the investment and the speculative status of the company suggest a hold position until further operational progress is demonstrated.

Keywords

Foxx Development Holdings, Schedule 13D, BayRoad Holdings, Acri Capital Sponsor, Securities Transfer, Warrants, Equity Investment