Additional Proxy Soliciting Materials (Form DEFA14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 21, 2026 (January 20, 2026)

Foxx Development Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-42285		99-5119494
(State or other jurisdiction		(Commission File Number)		(IRS Employer
of incorporation)				Identification Number)

15375 Barranca Parkway C106 Irvine, CA		92618
(Address of principal executive offices)		(Zip Code)

201-962-5550

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act.

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		FOXX		The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50		FOXXW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously announced in a current report on Form 8-K on December 29, 2025, on December 22, 2025, Michelle Jie Shen was elected as the director of Foxx Development Holdings Inc.

In connection with Ms. Shen's appointment, the Company entered into an offer letter with Ms. Shen on January 20, 2026 (the "Offer Letter") pursuant to which, Ms. Shen is entitled to the receive an annual director fee of $60,000, subject to the review and determination by the Board. In addition, the Company also entered into an indemnification agreement (the "Indemnification Agreement") with Ms. Shen, which shall apply retroactively commencing on December 22, 2025.

The description of the Offer Letter and Indemnification Agreement in this Item 5.02 are qualified in its entirety by reference to the full text of the Offer Letter and Indemnification Agreement, a copy of each is attached hereto as Exhibit 10.1 and 10.2, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit No.		Description
10.1		Offer Letter, dated January 20, 2026, by and between the registrant and Michelle Jie Shen.
10.2		Indemnification Agreement, dated January 20, 2026, by and between the registrant and Michelle Jie Shen.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FOXX DEVELOPMENT HOLDINGS INC.
Date: January 21, 2026	By:	/s/ Joy Yi Hua
		Name:	Joy Yi Hua
		Title:	CFO