Foxx Development (FOXX) S-4Registration of securities issued in business combination transactions

As filed with the Securities and Exchange Commission on June 28, 2024

Registration No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________________

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_________________________

Acri Capital Merger Sub I Inc.
(Exact name of Registrant as specified in its charter)

_________________________

Acri Capital Merger Sub I Inc.
13284 Pond Springs Rd, Ste 405
Austin, Texas 78729
(Address, including zip code and telephone number, including area code, of Registrant’s principal executive offices)

_________________________

“Joy” Yi Hua
Chief Executive Officer
Acri Capital Merger Sub I Inc.
13284 Pond Springs Rd, Ste 405
Austin, Texas 78729
Telephone: 512-666-1277
(Name, address, including zip code, and telephone number, including area code, of agent for service)

_________________________

Copies to:

_________________________

Approximate date of commencement of proposed sale of the securities to the public:    As soon as practicable after this Registration Statement is declared effective and all other conditions to the transactions contemplated by the Business Combination Agreement described in the enclosed proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus does not constitute an offer to sell or a solicitation of offers to buy these securities in any jurisdiction in which such offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS — SUBJECT TO COMPLETION, 
DATED JUNE 28, 2024

PROXY STATEMENT FOR SPECIAL MEETING OF
ACRI CAPITAL ACQUISITION CORPORATION
and
PROSPECTUS FOR [__] SHARES OF COMMON STOCK
of
ACRI CAPITAL MERGER SUB I INC.

The board of directors (the “Board”) of Acri Capital Acquisition Corporation, a Delaware corporation (“ACAC”), has unanimously approved (i) Business Combination Agreement, dated as of February 18, 2024 (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 (“Purchaser”, or “PubCo” upon and following closing of the Business Combination), 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 (x) ACAC will merge with and into Purchaser (the “Reincorporation Merger”), and (y) Foxx will merge with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of Purchaser (the “Acquisition Merger”); (ii) each Additional Agreement (as defined in the Business Combination Agreement); and (iii) the Reincorporation Merger, the Acquisition Merger and other transactions contemplated therein (collectively, the “Business Combination”).

Consummation of the Business Combination is subject to the satisfaction or waiver by the respective parties of a number of conditions, including the approval of the Business Combination Agreement and the Business Combination by ACAC’s stockholders. Other conditions to each party’s obligations include, among other things: (i) the respective representations and warranties of the parties being true and correct; (ii) performance and compliance in all material respects with the Business Combination Agreement applicable to each party, respectively; (iii) delivery of the officer’s certificates certifying (i) and (ii) hereof, as applicable; (iv) no governmental order, statute, rule, or regulation having been enacted or promulgated enjoining or prohibiting the consummation of the Business Combination; (v) the net tangible assets of PubCo upon the consummation of the Business Combination being no less than $5,000,001; and (vii) the Purchaser Common Stock (as defined below) to be issued in connection with the transactions contemplated hereby (including the Closing Payment Stock (as defined below) and Earnout Shares (as defined below) having been approved for listing on Nasdaq, subject only to official notice of issuance thereof.

Immediately prior to the effective time of the Reincorporation Merger, ACAC will have the issued and outstanding securities of (i) class A common stock of ACAC, par value $0.0001 per share (“ACAC Class A Common Stock”), (ii) class B common stock of ACAC, par value $0.0001 per share (“ACAC Class B Common Stock”, collectively with ACAC Class A Common Stock, “ACAC Common Stock”), (iii) units (“ACAC Units”), each consisting of one share of ACAC Class A Common Stock and one-half (1/2) of one ACAC Warrant (as defined below), and (iv) redeemable warrants (“ACAC Warrants”), of which one-half (1/2) is included as part of each ACAC Unit, each ACAC Warrant entitling the holder thereof to purchase one (1) share of ACAC Class A Common Stock at a purchase price of $11.50 per share.

Immediately prior to the effective time of the Reincorporation Merger (the “Reincorporation Merger Effective Time”), (i) each issued and outstanding ACAC Unit will automatically separate into one (1) share of ACAC Class A Common Stock and one-half (1/2) of one ACAC Warrant, and (ii) each share of ACAC Class A Common Stock held by ACAC shareholders who validly redeemed their ACAC Class A Common Stock (each “ACAC Redeeming Share”) shall automatically be cancelled and cease to exist and shall thereafter represent only the right to be paid a pro-share redemption price.

At the Reincorporation Merger Effective Time, (i) each share of ACAC Common Stock issued and outstanding (other than ACAC Redeeming Shares) shall be converted automatically into one (1) share of common stock of Purchaser, par value $0.0001 per share (“Purchaser Common Stock”), and (ii) each issued and outstanding ACAC Warrant shall be converted automatically into one (1) redeemable warrant of Purchaser, exercisable for one (1) share of Purchaser Common Stock at an exercise price of $11.50 (“Purchaser Warrant”).

Pursuant to the Business Combination Agreement, the Acquisition Merger will become effective at such time on the date of the closing of the Acquisition Merger (the “Closing”) as the certificate of merger is duly filed with the Secretary of State of the State of Delaware or at such other time specified in the certificate of merger (the “Effective Time”). At

the Effective Time, by virtue of the Acquisition Merger and the Business Combination Agreement, and without any action on the part of ACAC, Purchaser, Merger Sub, Foxx, or stockholders of Foxx immediately prior to the Effective Time (the “Foxx Stockholders”), the Foxx Stockholders’ shares of common stock of Foxx (“Foxx Common Stock”) issued and outstanding immediately prior to the Effective Time (including shares of Foxx Common Stock issuable upon conversion of the principal and accrued interest of promissory notes of Foxx issued in the Transaction Financing) will be cancelled and automatically converted into (i) the right to receive, without interest, the applicable portion of the Closing Payment Stock, and (ii) the contingent right to receive the applicable portion of the Earnout Shares, if, as and when payable in accordance with the earnout provisions of the Business Combination Agreement; for avoidance of any doubt, each Foxx Shareholder will cease to have any rights with respect to such Foxx Shareholder’s shares of Foxx Common Stock, except the right to receive the Closing Payment Stock and the Earnout Shares. “Closing Payment Stock” means 5,000,000 shares of Purchaser Common Stock, which are equal or equivalent in value to the sum of $50,000,000 divided by $10.00 per share, among which, 500,000 shares in aggregate will be deposited to a segregated escrow account and released to the Foxx Stockholders if and only if, prior to or upon the one-year anniversary of the Business Combination Agreement, the Affordable Connectivity Program (ACP) managed by the U.S. Federal Communication Commission is reauthorized by the U.S. Congress with funding of no less than $4 billion in total for such reauthorized period; or otherwise be cancelled and forfeited by PubCo (as defined below) without consideration.

Additionally, the Foxx Stockholders may be entitled to receive “Earnout Shares”, which refer to 4,200,000 shares of Purchaser Common Stock, which are equal or equivalent in value to the sum of $42,000,000 divided by $10.00 per share, subject to the vesting schedule as follows:

(i)     in connection with the financial performance for the fiscal year ending June 30, 2024

(A)    700,000 Earnout Shares will be issued to Foxx Stockholders on a pro rata basis if and only if PubCo’s audited consolidated financial statements for the fiscal year ending June 30, 2024 (“2024 PubCo Audited Financial Statements”), prepared in accordance with the Generally Accepted Accounting Principles of the United States (“U.S. GAAP”) and filed with the SEC on Form 10-K by PubCo after Closing, reflect revenue of PubCo for the fiscal year ending June 30, 2024 (the “PubCo 2024 Revenue”) no less than $67,000,000 (including $67,000,000) and less than $84,000,000 (excluding $84,000,000);

(B)    1,400,000 Earnout Shares will be issued to Foxx Stockholders on a pro rata basis if and only if the PubCo 2024 Revenue is no less than $84,000,000 (including $84,000,000) and less than $100,000,000 (excluding $100,000,000);

(C)    2,100,000 Earnout Shares will be issued to Foxx Stockholders on a pro rata basis if and only if the PubCo 2024 Revenue is no less than $100,000,000;

provided, however, that the Earnout Shares shall be issued and delivered pursuant to one paragraph from (i)(A)-(1)(C) above only once; and

(ii)    In connection with the financial performance for the fiscal year ending June 30, 2025:

(A)    700,000 Earnout Shares will be issued to Foxx Shareholders on a pro rata basis if and only if PubCo’s audited consolidated financial statements for the fiscal year ending June 30, 2025 (“2025 PubCo Audited Financial Statements”), prepared in accordance with U.S. GAAP and filed with the SEC on Form 10-K by PubCo after Closing, reflect revenue of PubCo for the fiscal year ending June 30, 2025 (the “PubCo 2025 Revenue”) no less than $77,050,000 (including $77,050,000) and less than $96,600,000 (excluding $96,600,000);

(B)    1,400,000 Earnout Shares will be issued to Foxx Stockholders on a pro rata basis if and only if the PubCo 2024 Revenue is no less than $96,600,000 (including $96,600,000) and less than $115,000,000 (excluding $115,000,000);

(C)    2,100,000 Earnout Shares will be issued to Foxx Stockholders on a pro rata basis if and only if the PubCo 2024 Revenue reflected in the 2024 PubCo Audited Financial Statements is no less than One Hundred and Fifteen Million Dollars ($115,000,000) (including $115,000,000);

provided, however, that the Earnout Shares shall be issued and delivered pursuant to one paragraph from (ii)(A) to (ii)(C) above only once.

Effective from the Closing, Purchaser will change its name to “Foxx Development Holdings Inc.” In this proxy statement/prospectus, when we refer to “Foxx,” we mean Foxx Development Inc. prior to the consummation of the Business Combination, and when we refer to “PubCo”, we mean Purchaser following the Reincorporation Merger, under its new corporate name, Foxx Development Holdings Inc., after the consummation of the Business Combination.

Based on an assumed closing date of for the Business Combination, assuming no additional shares of Purchaser Common Stock are issued prior to or upon Closing, the shares of Closing Payment Stock are expected to represent between approximately 55.5% and 69.4% of the issued and outstanding shares of Purchaser Common Stock (which will be shares of common stock in PubCo following the Closing) and the voting power in PubCo immediately following the closing of the Business Combination. These percentages assume, at the low end of the range, that no redemptions from the Trust Account occur, and, at the high end of the range, that maximum redemptions from the Trust Account occur as of the date of this proxy statement/prospectus. Please see the section of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information” for further information regarding what constitutes a “maximum redemptions” scenario.

Subject to the same assumptions set forth in the preceding paragraph, ACAC’s public stockholders are expected to hold between 20.1% and 0% of the issued and outstanding common stock and voting power in PubCo. These percentages assume, at the low end of the range, that no redemptions from the Trust Account occur, and, at the high end of that range, that maximum redemptions from the Trust Account occur. See the section of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information” for further information regarding what constitutes a “maximum redemptions” scenario.

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented for approval by ACAC’s stockholders at the special meeting of stockholders of ACAC (the “Special Meeting”) scheduled to be held on [__], in virtual format. The Board recommends that Public Stockholders vote “FOR” the proposals described in this proxy statement/prospectus.

As described in this proxy statement/prospectus, after careful consideration, the board of directors of each of ACAC, Purchaser, Merger Sub, and Foxx has unanimously approved the Business Combination Agreement and each Additional Agreement, and has determined that it is advisable to consummate the Business Combination. In addition, certain holders of a requisite number of the outstanding shares of Foxx Common Stock have delivered a written consent sufficient to approve and adopt the Business Combination Agreement, each Additional Agreement, and the Business Combination. ACAC, as the sole stockholder of Purchaser and Merger Sub, has delivered to Foxx a written consent sufficient to approve and adopt the Business Combination Agreement, each Additional Agreement, and the Business Combination. Therefore, no additional approval or vote from any holders of any class or series of stock of Foxx, Purchaser or Merger Sub will be necessary to approve the Business Combination.

ACAC Units, ACAC Class A Common Stock, and ACAC Warrants are currently listed on The Nasdaq Capital Market under the symbols “ACACU,” “ACAC”, and “ACACW” respectively. ACAC intends to apply to list the shares of common stock of PubCo (the “PubCo Common Stock”) and warrants of PubCo (the “PubCo Warrants”) effective upon the consummation of the Business Combination on the Nasdaq Capital Market (“Nasdaq”) under the proposed symbols “FOXX” and “FOXXW,” respectively. The ACAC Units will be automatically separated into underlying PubCo Common Stock and PubCo Warrants and will no longer be traded on the open market following the consummation of the Business Combination. No securities will trade on Nasdaq (or on The Nasdaq Capital Market) under the symbol “ACACU,” “ACAC”, or “ACACW” following the consummation of the Business Combination. It is a condition of the consummation of the Business Combination that the PubCo Common Stock (including the Closing Payment Stock and Earnout Shares) is approved for listing on Nasdaq (subject only to official notice of issuance thereof), but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition set forth in the Business Combination Agreement is waived by the parties to the Business Combination Agreement.

ACAC is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended, and has elected to comply with certain reduced public company reporting requirements.

This proxy statement/prospectus incorporates by reference important business and financial information about ACAC from documents that are not included in or delivered with this proxy statement/prospectus. You can obtain documents incorporated by reference in this proxy statement/prospectus and other filings of ACAC with the Securities and Exchange Commission (the “SEC”) by visiting its website at www.sec.gov or requesting them in writing or by telephone from ACAC using the following details:

Acri Capital Acquisition Corporation
13284 Pond Springs Rd, Ste 405
Austin, Texas 78729
Telephone: 512-666-1277

You will not be charged for any of these documents that you request. Stockholders requesting documents should do so by [DATE] (five business days prior to the date of the Special Meeting) in order to receive them before the Special Meeting.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Special Meeting. We urge you to carefully read this entire document and the documents incorporated herein by reference. In particular, you should review the matters discussed under the heading “Risk Factors” beginning on page 21 of this proxy statement/prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of the transactions described in this proxy statement/prospectus or the securities referenced herein, passed upon the merits or fairness of the Business Combination or related transactions, or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated [*], 2024, and is first being mailed to stockholders of ACAC on or about [*], 2024.

NOTICE OF THE SPECIAL MEETING OF STOCKHOLDERS
OF ACRI CAPITAL ACQUISITION CORPORATION

To Be Held On [*]

To the Stockholders of Acri Capital Acquisition Corporation:

On behalf of the board of directors of Acri Capital Acquisition Corporation (“ACAC,” “we,” “our” or “us”), a Delaware corporation, we are pleased to enclose the proxy statement/prospectus relating to the proposed Business Combination (as defined below), pursuant to Business Combination Agreement, dated as of February 18, 2024 (as amended or supplemented 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 (“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 the Business Combination Agreement, (i) ACAC will merge with and into Purchaser (the “Reincorporation Merger”), and (ii) Foxx will merge with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of Purchaser (the “Acquisition Merger”, together with the Reincorporation Merger and other transactions contemplated in the Business Combination Agreement, the “Business Combination”). At the closing of the Acquisition Merger (the “Closing”), Purchaser will change its name to “Foxx Development Holdings Inc.” In this proxy statement/prospectus, when we refer to “Foxx,” we mean Foxx Development Inc., prior to the consummation of the Business Combination, and when we refer to “PubCo”, we mean Purchaser, under its new corporate name, Foxx Development Holdings Inc., after the consummation of the Business Combination.

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of ACAC, will be held virtually on [    ], at [    ], Eastern Time, at the following Internet address: [    ]. You will need the meeting control number that is printed on your proxy card to enter the Special Meeting. ACAC recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts. Please note that you will not be able to attend the Special Meeting in person. You are cordially invited to attend the Special Meeting to consider the following proposals (the “Proposals”):

Proposal No. 1 — the Business Combination Proposal — to consider and vote upon a proposal, which is referred to herein as the “Business Combination Proposal,” to (i) adopt and approve the Business Combination Agreement and other Transaction Documents (as defined in the Business Combination Agreement), (ii) approve the Business Combination which includes (x) the Reincorporation Merger between ACAC and Purchaser with Purchaser surviving the Reincorporation Merger, (y) the Acquisition Merger between Foxx and Merger Sub, with Merger Sub surviving the Acquisition Merger and becoming a wholly-owned subsidiary of Purchaser, and (iii) other transactions contemplated therein. The Business Combination Agreement is attached to this proxy statement/prospectus as Annex A;

Proposal No. 2 — the Charter Amendment Proposal — to consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, a proposed amended and restated certificate of incorporation of PubCo (as the surviving company in the Acquisition Merger) (the “Proposed Charter”) upon completion of the Acquisition Merger (the “Charter Amendment Proposal”). The form of the Amended PubCo Charter is attached to this proxy statement/prospectus as Annex B:

Proposal No. 3 — the Advisory Charter Amendment Proposals — to consider and vote, on a non-binding basis, upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the following material differences between the Amended PubCo Charter and the Current Charter, which are being presented pursuant to guidance of the SEC as four separate sub-proposals (the “Advisory Charter Amendment Proposals”):

(a)     Advisory Charter Amendment Proposal A — To change the name of PubCo to “Foxx Development Holdings Inc.” on and from the time of the Business Combination

(b)    Advisory Charter Amendment Proposal B — To change the total number of authorized shares from 23,000,000 shares, consisting of (a) 22,500,000 shares of common stock, including (i) 20,000,000 shares of Class A common stock, and (ii) 2,500,000 shares of Class B common stock, and (b) 500,000 shares of preferred stock, to 50,000,000 shares of common stock, par value $0.0001 per share.

(c)     Advisory Charter Amendment Proposal C — To redesignate all shares of Class B common stock to shares of Class A common stock; and

(d)    Advisory Charter Amendment Proposal D — To allow the officers of PubCo to receive reasonable indemnification and compensation for their services, which shall be set by the PubCo board of directors (the “PubCo Board”) or a designated committee of the PubCo Board;

Proposal No. 4 — the Adjournment Proposal — to consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates to be determined by the chairman of the Special Meeting, is hereby approved in all respects.

Only holders of record of ACAC Common Stock at the close of business on [    ] (the “Record Date”) are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of Public Stockholders of record entitled to vote at the Special Meeting will be available for 10 days before the Special Meeting at the principal executive offices of ACAC for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.

Pursuant to the our amended and restated certificate of incorporation currently effective (“Current Charter”), ACAC is providing our public stockholders (“Public Stockholders”) with the opportunity to redeem, in connection with the consummation of the Business Combination, the shares of ACAC Common Stock issued in ACAC’s initial public offering consummated on June 14, 2022 (the “Initial Public Offering”) (collectively, the “Public Shares”) then held by them for cash equal to their pro rata share of the aggregate amount of the deposit (as of two business days prior to the Closing) in the trust account (the “Trust Account”) that holds the proceeds (including interest but less taxes payable) of the Initial Public Offering and certain proceeds from the private placement of certain private placement shares in conjunction with the closing of the Initial Public Offering. For illustrative purposes, based on funds in the Trust Account of $[    ] million on the Record Date, the estimated per share redemption price would have been approximately $[    ]. Public Stockholders may elect to redeem Public Shares regardless of whether they vote for, against, or abstain from voting on the Business Combination Proposal. A Public Stockholder, together with any of his, her, or its affiliates or any other person with whom he, she, or it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her, or its shares or, if part of such a group, the group’s shares, with respect to more than an aggregate of 15% of the Public Shares. In connection with the Initial Public Offering, Acri Capital Sponsor LLC (the “Sponsor”), officers, directors, and/or their designees (collectively, the “Founders”) have agreed to waive their redemption rights with respect to any shares of ACAC Common Stock they may hold, and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Pursuant to a sponsor support agreement entered into by ACAC, the Sponsor, and Foxx dated February 18, 2024, the Sponsor has agreed to vote any shares of ACAC Common Stock owned by them, which represent approximately [    ]% of the voting power of ACAC as of the Record Date, in favor of the Business Combination Proposal. The Sponsor also agreed to vote their shares in favor of all other Proposals being presented at the Special Meeting and use its reasonable best efforts to take all actions reasonably necessary to consummate the Business Combination and waived its anti-dilution rights with respect to ACAC Class B common stock as provided in the Current Charter in connection with the Business Combination.

Pursuant to ACAC’s bylaws, the presence of the holders of a majority of the issued and outstanding shares of ACAC Common Stock entitled to vote at the Special Meeting or by proxy will constitute a quorum for the transaction of business at the Special Meeting. Under the Delaware General Corporation Law, shares that are voted “abstain” or “withheld” are counted as present for purposes of determining whether a quorum is present at the Special Meeting. Because the Proposals are “non-discretionary” items, your broker will not be able to vote uninstructed shares for any of the Proposals. As a result, if you do not provide voting instructions to your broker, a broker “non-vote” will be deemed to have occurred for each of the Proposals. Broker “non-votes” will not be counted as present for purposes of determining whether a quorum is present.

The approval of the Business Combination Proposal requires the affirmative vote of the holders of a majority of the shares of ACAC Common Stock cast in respect of the Business Combination Proposal and entitled to vote thereon at the Special Meeting. The approval of the Charter Amendment Proposal and the Advisory Charter Amendment Proposals requires a majority vote of the outstanding shares of ACAC Common Stock entitled to vote thereon. The Approval of the Adjournment Proposal also requires the affirmative vote of the holders of a majority vote of the outstanding shares of ACAC Common Stock entitled to vote thereon.

TABLE OF CONTENTS

MARKET AND INDUSTRY DATA

Certain information contained in this document relates to or is based on studies, publications, surveys, and other data obtained from third-party sources and ACAC’s own internal estimates and research. While we are not aware of any misstatements regarding such third-party information and data presented in this proxy statement/prospectus, such information and data involves risks and uncertainties and is subject to change based on various factors, including, potentially, those discussed under the section of this proxy statement/prospectus entitled “Risk Factors.” Furthermore, such information and data cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process, and other limitations and uncertainties inherent in any statistical survey. Finally, while we believe our own internal estimates and research are reliable, and are not aware of any misstatements regarding such information and data presented in this proxy statement/prospectus, such research has not been verified by any independent source. Notwithstanding anything in this proxy statement/prospectus to the contrary, ACAC is responsible for all disclosures in this proxy statement/prospectus.

TRADEMARKS

This document contains references to trademarks, trade names, and service marks belonging to other entities. Solely for convenience, trademarks, trade names, and service marks referred to in this proxy statement/prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other entities’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other entities.

FREQUENTLY USED TERMS

As used in this proxy statement/prospectus, unless otherwise noted or the context otherwise requires, references to:

“2024 PubCo Audited Financial Statements” means PubCo’s audited consolidated financial statements for the fiscal year ending June 30, 2024.

“ACAC” means Acri Capital Acquisition Corporation, a Delaware corporation.

“ACAC Class A Common Stock” means the Class A Common Stock of ACAC, par value $0.0001 per share.

“ACAC Class B Common Stock” means the Class B Common Stock of ACAC, par value $0.0001 per share.

“ACAC Common Stock” means, collectively, ACAC Class A Common Stock and ACAC Class B Common Stock.

“ACAC Units” means the units of ACAC issued in connection with the Initial Public Offering, each unit consisting of one share of ACAC Class A Common Stock and one half of one ACAC Warrant.

“ACAC Redeeming Share” means each share of ACAC Class A Common Stock held by ACAC shareholders who validly redeemed their ACAC Class A Common Stock, which shall automatically be cancelled and cease to exist and shall thereafter represent only the right to be paid a pro-share redemption price.

“ACAC Warrants” mean the redeemable warrants of ACAC sold as part of the Units in the Initial Public Offering (whether they are purchased in the Initial Public Offering or thereafter in the open market).

“Acquisition Merger” means the merger whereby Foxx merge with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of Purchaser.

“Adjournment Proposal” means that proposal that Public Stockholders will be asked to consider and vote upon at the Special Meeting to adjourn the Special Meeting.

“Board” means ACAC’s board of directors.

“Business Combination” means the transactions contemplated by the Business Combination Agreement, including the Reincorporation Merger, Acquisition Merger, and other transactions contemplated therein.

“Business Combination Proposal” means the proposal that Public Stockholders will be asked to consider and vote upon at the Special Meeting to adopt the Business Combination Agreement and approve the Business Combination.

“Charter Amendment Proposal” means that proposal that Public Stockholders will be asked to consider and vote upon at the Special Meeting to adopt the Proposed Charter.

“Current Bylaws” means ACAC’s bylaws currently effective.

“Current Charter” means ACAC’s amended and restated certificate of incorporation currently effective.

“Closing” means the closing of the Business Combination.

“Closing Payment Stock” means 5,000,000 shares of Purchaser Common Stock, which are equal or equivalent in value to the sum of $50,000,000 divided by $10.00 per share.

“Closing Price” means the redemption price of ACAC Class A Common Stock on the date of the Closing.

“Code” means the Internal Revenue Code of 1986, as amended.

“Concurrent Private Placement” means the private placement of 5,240,000 shares of ACAC Warrants, which was consummated simultaneously with the Initial Public Offering.

“DGCL” means the Delaware General Corporation Law, as amended.

“Dollars” or “$” means U.S. dollars.

“Earnout Shares” means 4,200,000 shares of Purchaser Common Stock, which are equal or equivalent in value to the sum of $42,000,000 divided by $10.00 per share, subject to the vesting schedule set forth in the Business Combination Agreement

“Effective Time” means the effective time of the Acquisition Merger, when the certificate of merger for the Acquisition Merger is duly filed with the Secretary of State of the State of Delaware or at such other time specified in the certificates of merger.

“FCC” means the United States Federal Communication Commission.

“Foxx” means Foxx Development Inc., a Texas corporation.

“Foxx Common Stock” means the common stock, par value $0.0001 per share, of Foxx.

“Foxx Stockholders” means the holders of Foxx Common Stock.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Founder Shares” mean the shares of ACAC Class B Common Stock initially purchased by the Founders.

“Founders” means the Sponsor, our officers and directors, and/or their designees.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Initial Public Offering” means the initial public offering of ACAC, which closed on June 14, 2022.

“IPO Letter Agreement” means a letter agreement by and among ACAC the Founders, dated June 9, 2022, entered into in connection with the Initial Public Offering.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“Business Combination Agreement” means the Business Combination Agreement, dated as of February 18, 2024, as amended or modified from time to time, by and among ACAC, Purchaser, Merger Sub, and Foxx.

“Merger Sub” means Acri Capital Merger Sub II Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser incorporated on November 13, 2023.

“Nasdaq” means The Nasdaq Stock Market LLC and, as the context may require, any of the capital markets which it operates.

“Pubco Common Stock” means each share of common stock, par value $0.0001 per share, of Pubco (also referred to herein as the “Purchaser Common Stock”).

“Purchaser” means Acri Capital Merger Sub I Inc., a Delaware corporation and wholly-owned subsidiary of ACAC incorporated on November 13, 2023. At the Closing, Purchaser will change its name to “Foxx Development Holdings Inc.”

“PubCo” means Purchaser subsequent to the Business Combination.

“PubCo 2024 Revenue” means revenue of PubCo for the fiscal year ending June 30, 2024.

“PubCo Board” means the board of directors of PubCo.

“Purchaser Common Stock” means each share of common stock, par value $0.0001 per share, of Purchaser (also referred to herein as the “PubCo Common Stock”).

“Purchaser Warrant” mean the redeemable warrants of Purchaser, exercisable for one share of Purchaser Common Stock at an exercise price of $11.50.

“Private Warrants” means the ACAC Warrants sold to the Sponsor in the Concurrent Private Placement.

“Proposals” means each of the proposals to be considered for approval at the Special Meeting, as set forth in the section entitled “Summary Term Sheet” below.

“Proposed Bylaws” means the proposed amended and restated bylaws of Purchaser, attached to this proxy statement/prospectus as Annex C.

“Proposed Charter” means the proposed amended and restated certificate of incorporation of Purchaser, attached to this proxy statement/prospectus as Annex B.

“Public Shares” means the shares of ACAC Class A Common Stock issued in the Initial Public Offering.

“Public Stockholders” means holders of Public Shares.

“Record Date” means            .

“Reincorporation Merger” means the merger whereby ACAC merge with and into Purchaer.

“Reincorporation Merger Effective Time” means the effective time of the Recincorporation Merger, when the certificate of merger for the Reincorporation Merger is duly filed with the Secretary of State of the State of Delaware or at such other time specified in the certificates of merger.

“Representative” means the representative of the underwriters of the Initial Public Offering, i.e., EF Hutton LLC (previously known as EF Hutton, division of Benchmark Investments, Inc.).

“S-1” means ACAC’s registration statement on Form S-1 (File No.: 333-263477) filed with the SEC in connection with the Initial Public Offering, which was declared effective on June 9, 2022.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Sellers” means the holders of Foxx Common Stock and Foxx Preferred Stock immediately prior to the Effective Time.

“Special Meeting” means the special meeting of stockholders of ACAC, scheduled to be held on            , at            , Eastern Time.

“Sponsor” means Acri Capital Sponsor LLC, a Delaware limited liability company.

“Transaction Financing” means the transaction financing of cash actually raised by ACAC or Foxx in support of the Business Combination which is currently contemplated by issuance of the convertible promissory notes by Foxx and the principal and accrued interests of such notes will automatically be converted into shares of Foxx Common Stock at $30.00 per share immediately prior to the Effective Time.

“Trust Account” means the trust account with Wilmington Trust, National Association, acting as trustee, established for the benefit of Public Stockholders in connection with the Initial Public Offering.

“Trust Agreement” means an investment management trust account agreement, dated June 16, 2022, between ACAC and Wilmington Trust, National Association.

“U.S. GAAP” means the accounting principles generally accepted in the United States of America.

SUMMARY TERM SHEET

This Summary Term Sheet and the sections entitled “Questions and Answers About the Proposals” and “Summary of the Proxy Statement/Prospectus” summarize certain information contained in this proxy statement/prospectus, but do not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus, including all of the accompanying financial statements and the attached annexes, for a more complete understanding of the matters to be considered at the Special Meeting.

•        ACAC is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.

•        On June 14, 2022, ACAC consummated its Initial Public Offering of 8,625,000 ACAC Units (including 1,125,000 ACAC Units issued upon the full exercise of the over-allotment option). Each Unit consists of one share of ACAC Class A Common Stock, and one-half of one ACAC Warrant, each whole ACAC Warrant entitling the holder thereof to purchase one share of ACAC Class A Common Stock at an exercise price of $11.50 per share. The ACAC Units were sold at an offering price of $10.00 per ACAC Unit, generating gross proceeds of $86,250,000. Substantially concurrently with the closing of the Initial Public Offering, we completed the sale of 5,240,000 Private Warrants to our Sponsor at a purchase price of $1.00 per Private Warrant, generating gross proceeds to us of $5,240,000. Following the closing of the Initial Public Offering and the Concurrent Private Placement, $87,975,000 ($10.20 per ACAC Unit) from the proceeds of the sale of the ACAC Units and the Private Warrants was deposited into the Trust Account with Wilmington Trust, National Association, acting as trustee.

•        On February 8, 2023, ACAC held a special meeting of stockholders (the “Special Meeting I”), at which the stockholders of ACAC approved the proposal to amend the ACAC’s then-existing amended and restated certificate of incorporation to allow ACAC to amend the amount of monthly deposit required to be deposited into the Trust Account from $0.0333 for each public share to $0.0625 for each public share, and to extend the deadline for consummating its initial business combination up to nine (9) times until December 14, 2023 if ACAC has not consummated its initial business combination by March 14, 2023 (the nine (9) month anniversary of the closing of its Initial Public Offering). Upon the stockholders’ approval, on February 9, 2023, ACAC filed a certificate of amendment to its then-existing amended and restated certificate of incorporation which became effective upon filing (the “First Amended Charter”). In connection with the Special Meeting I, 4,981,306 shares of ACAC Class A Common Stock of the Company were redeemed and cancelled.

Pursuant to the First Amended Charter, ACAC may extend the deadline to complete its initial business combination (the “Combination Deadline”) up to nine times on monthly basis from March 14, 2023 to December 14, 2023, by depositing $227,730.87 each month into the Trust Account, representing $0.0625 per public share. Following the Special Meeting I, the Sponsor deposited four monthly payments into the Trust Account to extend the Combination Deadline to July 14, 2023. The four monthly payments were evidenced by four promissory notes issued by ACAC to the Sponsor, each in the principal amount of $227,730.87.

•        On July 11, 2023, ACAC held another special meeting of stockholders (the “Special Meeting II”), at which the stockholders of ACAC approved, among others, the proposal to amend the First Amended Charter to allow the Company until July 14, 2023 to consummate an initial business combination, and, without another stockholder vote, to elect to extend the Combination Deadline on a monthly basis up to nine (9) times, up to April 14, 2024, by depositing $75,000 into the Trust Account. Upon the stockholders’ approval, on July 12, 2023, ACAC filed a certificate of amendment to its then-existing amended and restated certificate of incorporation which became effective upon filing (the “Second Amended Charter”). In connection with the Special Meeting II, 388,644 shares of ACAC Class A Common Stock of the Company were redeemed and cancelled.

Pursuant to the Second Amended Charter, ACAC may extend the Combination Deadline on monthly basis from July 14, 2023 to up to nine times by depositing $75,000 each month into the Trust Account. Following the Special Meeting II, the Sponsor deposited nine monthly payments into the Trust Account to extend the Combination Deadline to April 14, 2024. The nine monthly payments were evidenced by nine promissory notes issued by the Company to the Sponsor, each in the principal amount of $75,000.

•        On April 9, 2024, ACAC held a special meeting of stockholders (the “Special Meeting III”). At the Special Meeting III, the stockholders of ACAC approved, among others, the proposal to amend the Second Amended Charter to allow ACAC until April 14, 2024 to consummate an initial business combination, and, without another stockholder vote, to elect to extend the date by which ACAC must consummate a business combination on a monthly basis for up to nine (9) times, up to January 14, 2025, by depositing $50,000 into the Trust Account. Upon the stockholders’ approval, on April 10, 2024, ACAC filed a certificate of amendment to the Second Amended Charter which became effective upon filing (the “Third Amended Charter”). In connection with the Special Meeting III, 1,439,666 shares of ACAC Class A Common Stock were rendered for redemption. Following the Special Meeting II and as of the date of this prospectus/proxy statement, the Sponsor deposited three monthly payments into the Trust Account to extend the Combination Deadline to July 14, 2024. The three monthly payments were evidenced by three promissory notes issued by ACAC to the Sponsor, each in the principal amount of $50,000.

•        On February 18, 2024, ACAC, Purchaser, Merger Sub, and Foxx entered into the Business Combination Agreement, pursuant to which, among other things, (i) ACAC will merge with and into Purchaser, and (ii) Foxx will merge with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of Purchaser. At the closing of the Acquisition Merger (the “Closing”), Purchaser will change its name to “Foxx Development Holdings Inc.”.

•        Pursuant to the Business Combination Agreement, immediately prior to the Reincorporation Merger Effective Time, (i) each issued and outstanding ACAC Unit will automatically separate into one share of ACAC Class A Common Stock and one-half of one ACAC Warrant, and (ii) each share of ACAC Class A Common Stock held by ACAC shareholders who validly redeemed their ACAC Class A Common Stock (each “ACAC Redeeming Share”) shall automatically be cancelled and cease to exist and shall thereafter represent only the right to be paid a pro-share redemption price. At the Reincorporation Merger Effective Time, (i) each share of ACAC Common Stock issued and outstanding (other than ACAC Redeeming Shares) shall be converted automatically into one share of Purchaser Common Stock, and (ii) each issued and outstanding ACAC Warrant shall be converted automatically into one Purchaser Warrant.

•        Pursuant to the Business Combination Agreement, at the Effective Time, by virtue of the Acquisition Merger and the Business Combination Agreement, and without any action on the part of ACAC, Purchaser, Merger Sub, Foxx, Foxx Stockholders, the Foxx Stockholders’ shares of Foxx Common Stock issued and outstanding immediately prior to the Effective Time (including shares of Foxx Common Stock issuable upon conversion of the principal and accrued interests of the outstanding promissory notes of Foxx issued in the Transaction Financing) will be cancelled and automatically converted into (i) the right to receive, without interest, the applicable portion of the Closing Payment Stock, and (ii) the contingent right to receive the applicable portion of the Earnout Shares, if, as and when payable in accordance with the earnout provisions of the Business Combination Agreement; for avoidance of any doubt, each Foxx Shareholder will cease to have any rights with respect to such Foxx Shareholder’s shares of Foxx Common Stock, except the right to receive the Closing Payment Stock and the Earnout Shares. “Closing Payment Stock” means 5,000,000 shares of Purchaser Common Stock, which are equal or equivalent in value to the sum of $50,000,000 divided by $10.00 per share. “Earnout Shares” means 4,200,000 shares of Purchaser Common Stock, which are equal or equivalent in value to the sum of $42,000,000 divided by $10.00 per share, subject to the vesting schedule set forth in the Business Combination Agreement. For more information regarding the consideration to be paid in connection with the Business Combination, please see the section entitled “Proposal 1: The Business Combination Proposal.”

•        In connection with ACAC’s entry into the Business Combination Agreement, the Sponsor entered into the Sponsor Support Agreement, a copy of which is filed with this proxy statement/prospectus, and effective as of the consummation of the Closing further described in the section entitled “Proposal 1: The Business Combination Proposal — The Business Combination Agreement — Related Agreements — Sponsor Support Agreement.”

•        Consummation of the Business Combination is subject to the satisfaction or waiver by the respective parties of a number of conditions, including the approval of the Business Combination Agreement and the Business Combination by ACAC’s stockholders. Other conditions to each party’s obligations include, among other things: (i) the respective representations and warranties of the parties being true and correct; (ii) performance and compliance with all material respects of the Business Combination Agreement applicable to each party, respectively; (iii) delivery of the officer’s certificates certifying (i) and (ii) hereof, as applicable; (iv) no

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the Special Meeting and the Proposals to be presented at the Special Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that may be important to Public Stockholders. Public Stockholders are urged to read this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

Q:     What is the Merger and the Business Combination?

A:     ACAC, Purchaser, Merger Sub, and Foxx have entered into the Business Combination Agreement, pursuant to which (i) ACAC will merge with and into Purchaser (the “Reincorporation Merger”), and (ii) Foxx will merge with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of Purchaser (the “Acquisition Merger”). Effective from the Closing, Purchaser will change its name to “Foxx Development Holdings Inc.” The Reincorporation Merger and Acquisition Merger and other transactions contemplated in the Business Combination Agreement are referred as the “Business Combination.”

Q:     Why am I receiving this proxy statement/prospectus?

A:     ACAC and Foxx have agreed to the Business Combination under the terms of the Business Combination Agreement that is described in this proxy statement/prospectus. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A, and ACAC encourages its stockholders to read it in its entirety. ACAC’s stockholders are being asked to consider and vote upon a proposal to approve the Business Combination Agreement, any Additional Agreement (as defined in the Business Combination Agreement), and the Business Combination. See the section entitled “Proposal 1: The Business Combination Proposal” for further information.

This document is a proxy statement because the Board is soliciting proxies using this proxy statement/prospectus from Public Stockholders. It is a prospectus because Purchaser, in connection with the Business Combination, is offering shares of Purchaser Common Stock in exchange for the outstanding shares of Foxx Common Stock. See the section entitled “Proposal 1: The Business Combination Proposal” for further information.

Q:     What is the Closing Payment Stock and what will Foxx Stockholders receive in the Business Combination?

A:     At the Effective Time, by virtue of the Acquisition Merger and the Business Combination Agreement, and without any action on the part of ACAC, Purchaser, Merger Sub, Foxx, or stockholders of Foxx immediately prior to the Effective Time (the “Foxx Stockholders”), the Foxx Stockholders’ shares of common stock of Foxx (“Foxx Common Stock”) issued and outstanding immediately prior to the Effective Time (including shares of Foxx Common Stock issuable upon conversion of the principal and accrued interests of the promissory notes issued by Foxx in the Transaction Financing) will be cancelled and automatically converted into (i) the right to receive, without interest, the applicable portion of the Closing Payment Stock (as defined below), and (ii) the contingent right to receive the applicable portion of the Earnout Shares, if, as and when payable in accordance with the earnout provisions of the Business Combination Agreement; for avoidance of any doubt, each Foxx Shareholder will cease to have any rights with respect to such Foxx Shareholder’s shares of Foxx Common Stock, except the right to receive the Closing Payment Stock and the Earnout Shares. “Closing Payment Stock” means 5,000,000 shares of PubCo Common Stock, which are equal or equivalent in value to the sum of $50,000,000 divided by $10.00 per share, among which, 500,000 shares will be deposited to a segregated escrow account and to be released to the Foxx Stockholders if and only if, prior to or upon one-year anniversary of the Business Combination Agreement, the Affordable Connectivity Program (ACP) managed by the U.S. Federal Communication Commission is reauthorized by the U.S. Congress with funding of no less than $4 billion in total for such reauthorized period; or otherwise be cancelled and forfeited by PubCo without consideration. “Earnout Shares” means 4,200,000 shares of Purchaser Common Stock, which are equal or equivalent in value to the sum of $42,000,000 divided by $10.00 per share, subject to the vesting schedule set forth in the Business Combination Agreement.

The Foxx Stockholders may be entitled to receive Earnout Shares as follows:

(i)     in connection with the financial performance for the fiscal year ending June 30, 2024

(A)    700,000 Earnout Shares will be issued to Foxx Stockholders on a pro rata basis if and only if PubCo’s audited consolidated financial statements for the fiscal year ending June 30, 2024 (“2024 PubCo Audited Financial Statements”), prepared in accordance with the Generally Accepted Accounting Principles of the United States (“U.S. GAAP”) and filed with the SEC on Form 10-K by PubCo after Closing, reflect revenue of PubCo for the fiscal year ending June 30, 2024 (the “PubCo 2024 Revenue”) no less than $67,000,000 (including $67,000,000) and less than $84,000,000 (excluding $84,000,000); or

(B)    1,400,000 Earnout Shares will be issued to Foxx Stockholders on a pro rata basis if and only if the PubCo 2024 Revenue is no less than $84,000,000 (including $84,000,000) and less than $100,000,000(excluding $100,000,000); or

(C)    2,100,000 Earnout Shares will be issued to Foxx Stockholders on a pro rata basis if and only if the PubCo 2024 Revenue is no less than $100,000,000; and

(D)    the Earnout Shares shall be issued and delivered pursuant to one paragraph from (i)(A)-(1)(C) above only once.

(ii)    In connection with the financial performance for the fiscal year ending June 30, 2025:

(A)    700,000 Earnout Shares will be issued to Foxx Shareholders on a pro rata basis if and only if PubCo’s audited consolidated financial statements for the fiscal year ending June 30, 2025 (“2025 PubCo Audited Financial Statements”), prepared in accordance with U.S. GAAP and filed with the SEC on Form 10-K by PubCo after Closing, reflect revenue of PubCo for the fiscal year ending June 30, 2025 (the “PubCo 2025 Revenue”) no less than $77,050,000 (including $77,050,000) and less than $96,600,000 (excluding $96,600,000); or

(B)    1,400,000 Earnout Shares will be issued to Foxx Stockholders on a pro rata basis if and only if the PubCo 2024 Revenue is no less than $96,600,000 (including $96,600,000) and less than $115,000,000 (excluding $115,000,000); or

(C)    2,100,000 Earnout Shares will be issued to Foxx Stockholders on a pro rata basis if and only if the PubCo 2024 Revenue reflected in the 2024 PubCo Audited Financial Statements is no less than One Hundred and Fifteen Million Dollars ($115,000,000) (including $115,000,000); and

(D)    the Earnout Shares shall be issued and delivered pursuant to one paragraph from (ii)(A) to (ii)(C) above only once.

Q:     What equity stake will non-redeeming Public Stockholders, the Foxx Stockholders, and the Founders hold in PubCo following the consummation of the Business Combination and what is the expected pro forma equity value of PubCo at the Closing?

A:     The equity stake held by our non-redeeming Public Stockholders, the Foxx Stockholders, and the Founders in PubCo immediately following consummation of the Business Combination will depend on the number of redemptions from the Trust Account by Public Stockholders at the Closing as well as various other factors, as described in the assumptions set forth below. Approximate equity stakes for each of these stockholder groups upon consummation of the Business Combination, and their corresponding approximate collective voting power in PubCo, are set forth in the table below in respect of three redemption scenarios: (1) “Scenario A,” in which there are no redemptions of our Public Shares; (2) “Scenario B,” in which 25% of the Public Shares as of the date of this proxy statement/prospectus are redeemed; (3) “Scenario C,” in which 75% of the Public Shares as of the date of this proxy statement/prospectus are redeemed; and (4) “Scenario D,” in which there are maximum redemptions from the Trust Account. For further information on what constitutes a “maximum redemptions” scenario, please see the section of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information.” All else being equal, if any Public Stockholders exercise their redemption

rights, then the percentage of PubCo Common Stock held collectively by all non-redeeming Public Stockholders will decrease and the percentage of PubCo Common Stock held by the Foxx Stockholders, and the Founders will increase, in each case, relative to the percentage held if no Public Shares are redeemed.

Each of the scenarios presented below (i) assumes that no additional shares of ACAC Common Stock are issued prior to Closing, and (ii) assumes there is no exercise of any options to purchase shares of ACAC Common Stock that will be outstanding immediately following the Business Combination, whether such options are issued under the Incentive Plan or otherwise,

The table set forth below also states the anticipated pro forma equity value of PubCo for each of the scenarios described above. These pro forma equity values reflect an assumed price for PubCo Common Stock of $10.0 per share, being the price per share negotiated with Foxx and set forth in the Business Combination Agreement for shares of Purchaser Common Stock to be issued as Closing Payment Stock (as described in the preceding question entitled “What is the Closing Payment Stock and what will Foxx Stockholders receive in the Business Combination?”). The pro forma equity values include the equity consideration to be issued to the Foxx Stockholders at the Closing (being approximately 5,000,000 shares of Purchaser Class A Common Stock, or $50,000,000 in Merger Consideration, based on the assumed price of $10.0 per share). The number of Public Shares redeemed by Public Stockholders with cash from the Trust Account at the Closing is not, all else being equal, expected to materially affect the equity value per share of Purchaser Class A Common Stock held by non-redeeming Public Stockholders as at the time immediately following the Closing, as each redemption will result in (x) the cancellation of one Public Share, and (y) the payment of approximately $          to the redeeming Public Stockholder (given that, based on funds in the Trust Account of $          on the Record Date, the estimated per share redemption price would have been approximately $          ) and, accordingly, such funds will not be available to the PubCo or reflected in its financial statements following the Closing. You should note, however, that the level of redemptions of Public Shares from our Trust Account may affect the market price for shares of Purchaser Class A Common Stock following the Closing in ways which we cannot predict. For further information, please refer to the section of this proxy statement/prospectus entitled “Risk Factors — Redemptions of Public Shares by Public Stockholders may affect the market price of PubCo Common Stock.”

____________

(1)      As of the date of this proxy statement/prospectus, there were 1,815,384 Public Shares issued and outstanding which are subject to redemption.

(2)      The numbers set forth in this column assume that no Public Shares as of the date of this proxy statement/prospectus is redeemed.

(3)      The numbers set forth in this column assume that 453,846 Public Shares, or approximately 25%, of the 1,815,384 Public Shares as of the date of this proxy statement/prospectus are redeemed at $11.30 per share.

(4)      The numbers set forth in this column assume that 1,361,538 Public Shares, or approximately 75%, of the 1,815,384 Public Shares as of the date of this proxy statement/prospectus are redeemed at $11.30 per share.

(5)      The numbers set forth in this column assume that all issued and outstanding Public Shares are redeemed at $11.30 per share.

(6)      All voting power percentages in this table are approximate and have been rounded to one decimal.

(7)      As of the date of this proxy statement/prospectus, the Founders held 2,156,250 shares of ACAC Class B Common Stock, which will be converted to 2,156,250 shares of Purchaser Common Stock at the Reincorporation Merger Effective Time.

(8)      Representing 5,000,000 shares of Closing Payment Stock.

(9)      Representing 43,125 shares of Purchaser Common Stock to be issued to EF Hutton LLC pursuant to certain amendment to the Underwriting Agreement, dated February 20, 2024.

The ownership percentages set forth below for non-redeeming Public Stockholders and all other PubCo stockholders may be diluted, all else being equal, in the event that the exercise of all ACAC Warrants, each of which are exercisable for one share of Purchaser Class A Common Stock at a price of $11.50 per share. The issuance of any shares or other awards in connection with the Incentive Plan following the Business Combination would also have a dilutive effect on PubCo stockholders’ ownership percentages, all else being equal, however, the magnitude of any such potential issuances is not known as at the date of this proxy statement/prospectus.

____________

(1)      Representing 1,815,384 Public Shares issued and outstanding as of the date of this proxy statement/prospectus, which are subject to redemption, and 4,312,500 shares of PubCo Common Stock underlying 4,312,500 PubCo Warrants, which are converted from 4,312,500 ACAC Public Warrants at Closing.

(2)      The numbers set forth in this column assume that no Public Shares as of the date of this proxy statement/prospectus is redeemed.

(3)      The numbers set forth in this column assume that 453,846 Public Shares, or approximately 25%, of the 1,815,384 Public Shares as of the date of this proxy statement/prospectus are redeemed at $11.30 per share.

(4)      The numbers set forth in this column assume that 1,361,538 Public Shares, or approximately 75%, of the 1,815,384 Public Shares as of the date of this proxy statement/prospectus are redeemed at $11.30 per share.

(5)      The numbers set forth in this column assume that all issued and outstanding Public Shares are redeemed at $11.30 per share.

(6)      All voting power percentages in this table are approximate and have been rounded to one decimal.

(7)      Representing 2,156,250 shares of ACAC Class B Common Stock, which will be converted to 2,156,250 shares of Purchaser Common Stock at the Reincorporation Merger Effective Time, 5,240,000 shares of PubCo Common Stock underlying 5,240,000 PubCo Warrants, which are converted from 5,240,000 ACAC Private Warrants at Closing, and up to 3,000,000 shares of PubCo Common Stock underlying 3,000,000 PubCo Warrants, which are converted at Closing from up to 3,000,000 ACAC Private Warrants that may be converted from working capital loans that the Founders provide to ACAC.

(8)      Representing 5,000,000 shares of Closing Payment Stock, and 4,200,000 Earnout Shares subject to the vesting schedule set forth in the Business Combination Agreement.

(9)      Representing 43,125 shares of Purchaser Common Stock to be issued to EF Hutton LLC pursuant to certain amendment to the Underwriting Agreement, dated February 20, 2024.

(10)    Representing The numbers represent 20% of the issued and outstanding shares of Purchaser Common Stock at the closing. For the terms of the Incentive Plan, see the section in this proxy statement/prospectus entitled “Management of PubCo Following the Business Combination — Share Incentive Plan.”

The anticipated ownership of PubCo’s securities set forth above, including the potential effect of any dilutive events, is accurate, subject to the assumptions and exclusions set forth above, as of the date of filing of this proxy statement/prospectus, and does not take into account any transactions that may be entered into after the date hereof unless explicitly set forth above. If the actual facts differ from our assumptions, the numbers of shares and ownership percentages set forth above, including the anticipated equity stake of non-redeeming Public Stockholders in PubCo following the Business Combination and Transaction Financing, will be different. That said, since the Transaction Financing is currently in the form of promissory notes issued by Foxx, and the principal and accrued interest of the promissory notes will automatically convert into shares of Foxx Common Stock at $30.00 per share immediately prior to the Effective Time, the investors of Transaction Financing will receive an applicable portion of the Closing Payment Stock, which is fixed at 5,000,000 shares of Purchaser Common Stock. As such, except for the dilution caused by issuance of Closing Payment Stock, the Transaction Financing, when considered alone, will not cause additional dilution to non-redeeming stockholders.

You should read the section of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Q:     What is Net Tangible Assets Requirement under the Business Combination Agreement?

A:     Pursuant to the Business Combination Agreement, one of the closing conditions is that PubCo is reasonably expected to have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51 1(g)(1) of the Exchange Act) upon the Closing (after giving effect to the ACAC Share Redemption and Transaction Financing, if any) (the “Net Tangible Assets Requirement”). Such condition may be waived by ACAC and Foxx by mutual agreement as provided in the Business Combination Agreement.

Notwithstanding the foregoing, as provided in our Current Charter, we will not redeem Public Shares in an amount that would cause us to not to satisfy the Net Tangible Asset Requirement either immediately prior to or upon the consummation of the Business Combination, which means, without any Transaction Financing, we need at least [*] non-redeeming Public Shares in order to meet the Net Tangible Assets Requirement at the Closing based on the redemption price of $[*] per share as of [*], 2024.

Q:     When do you expect the Business Combination to be completed?

A:     It is currently anticipated that the Business Combination will be consummated promptly following the Special Meeting, which is set for             ; however, the Special Meeting could be adjourned, as described herein. ACAC cannot assure you of when or if the Business Combination will be completed, and it is possible that factors outside of the control of ACAC and Foxx could result in the Business Combination being completed at a different time or not at all. ACAC must first obtain the approval of its stockholders for certain of the Proposals set forth in this proxy statement/prospectus before consummating the Business Combination.

Q:     What happens if the Business Combination is not consummated?

A:     If ACAC does not complete the Business Combination with Foxx, for whatever reason, ACAC will search for another target business with which to complete a business combination. If ACAC does not complete the Business Combination with Foxx or another business combination by April 14, 2023 (or such later date as may be approved by Public Stockholders in an amendment to its Current Charter), ACAC must redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to ACAC to pay its franchise and income taxes (less up to $50,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, subject to applicable law and certain conditions. The Founders have waived any rights they may have with respect to any monies held in the Trust Account or any other asset of ACAC as a result of any liquidation of ACAC with respect to the Founder Shares and Private Warrants and, accordingly, in the event a business combination is not effected by ACAC in the required time period, the Founder Shares and the Private Warrants held by the Founders would be worthless. If ACAC cannot complete an initial business combination and is forced to liquidate, all ACAC Warrants will be worthless.

Q:     Will any ACAC securities have registration rights following the consummation of the Business Combination?

A:     Yes. Founder Shares, and shares under Private Warrants and Working Capital Warrants will have registration rights following the consummation of the Business Combination pursuant to a registration rights agreement entered into in connection with the Initial Public Offering. In summary, an aggregate of 10,396,250 shares of PubCo Common Stock will be registered, comprising 5,240,000 shares underlying Private Warrants, 2,156,250 Founder Shares, and up to 3,000,000 shares under Working Capital Warrants if the holders of working capital promissory notes select to convert the working capital promissory notes into Working Capital Shares. For further information, please see the section of this proxy statement/prospectus entitled “ACAC Management’s Discussion and Analysis of Financial Condition and Results of Operations — Commitments and Contingencies.”

Q:     What are the risks to Public Stockholders of the Business Combination with Foxx rather than an underwritten initial public offering of PubCo’s securities?

A:     Upon the Closing, we intend to list the Purchaser Class A Common Stock (which will be PubCo Common Stock) and the Purchaser Warrants (which will be the warrants of PubCo) on Nasdaq under the symbol “FOXX” and “FOXXW.” respectively. Unlike an underwritten initial public offering of PubCo’s securities, the listing of PubCo’s securities as a result of the Business Combination will not benefit from, including, but not limited to, (i) the book-building process undertaken by underwriters, which helps to inform efficient price discovery

with respect to opening trades of newly listed securities; (ii) underwriter support to help stabilize, maintain, or affect the public price of the securities immediately after listing; and (iii) underwriter due diligence review of the offering and potential liability for material misstatements or omissions of fact in a prospectus used in connection with the securities being offered, or for statements made by its securities analysts or other personnel. See “Risk Factors — The listing of PubCo’s securities on Nasdaq will not benefit from the process undertaken in connection with an underwritten initial public offering” for more information.

Q:     Who will become the executive officers and directors of PubCo?

A:     It is anticipated that, upon the Closing, the management team of PubCo will consist of Mr. Greg Foley, Ms. “Joy” Yi Hua, who currently serve as the Chairwomen, CEO, and CFO of ACAC, Mr. Haitao Cui, and Mr. James Liao. The PubCo Board will be comprised of Ms. Hua, Mr. Cui, Mr. Edmund Miller, one of ACAC’s current directors, Ms. “Eva” Yiqing Miao, and Mr. “Jeff” Feng Jiang. See “Management of The PubCo” for more information regarding the management team of PubCo and the PubCo Board after the Closing.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

Q:     When and where is the Special Meeting?

A:     The Special Meeting will be held on             , 2024, unless postponed or adjourned to a later date. The Special Meeting will be held virtually. All Public Stockholders as of the Record Date, or their duly appointed proxies, may attend the Special Meeting. You will be able to log in beginning at             Eastern Time.

Q:     Why is the Special Meeting a virtual, online meeting?

A:     The Special Meeting will be a virtual meeting of stockholders where stockholders will participate by accessing a website using the Internet. There will not be a physical meeting location. We believe that hosting a virtual meeting will facilitate stockholder attendance and participation at the Special Meeting by enabling stockholders to participate remotely from any location around the world. We have designed the Special Meeting to provide the same rights and opportunities to participate as stockholders have at an in-person meeting, including the right to vote and submit questions through the virtual meeting platform.

Q:     How do I attend a virtual meeting?

A:     We are pleased to use the virtual meeting format to facilitate stockholder attendance, voting, and questions by leveraging technology to communicate more effectively and efficiently with our stockholders. This format allows stockholders to participate fully from any location, without the cost of travel. As a registered stockholder, along with this proxy statement/prospectus, you received a proxy card from             , which contains instructions on how to attend the virtual Special Meeting, including the URL address and your control number. You will need your control number for access. If you do not have your control number, contact             at             , or email             at            .

You can pre-register to attend the virtual Special Meeting starting on             (five business days prior to the meeting). Enter the following URL address into your browser            , then enter your control number, name, and email address. Once you pre-register, you can vote or enter questions in the chat box. At the start of the Special Meeting, you will need to re-login using the same control number and, if you want to vote during the meeting, you will be prompted to enter your control number again.

Beneficial owners who own their ACAC Class A Common Stock through a bank, broker, or other nominee will need to contact             to receive a control number. If you plan to vote at the Special Meeting, you will need to have a legal proxy from your broker, bank, or other nominee or, if you would like to join and not vote,             can issue you a guest control number with proof of ownership. Either way, you must contact            at the number or email address above for specific instructions on how to receive the control number. Please allow up to 72 hours prior to the meeting for processing your control number.

If you do not have internet capabilities, you can only listen to the Special Meeting by dialing             (toll-free, within the U.S. and Canada) or             (with toll, outside the U.S. or Canada) and when prompted, enter the pin             . This method supports listening only, so you will not be able to vote or ask questions during the Special Meeting. A replay of the Special Meeting will be made available promptly after the meeting at             and remain available for at least one year from the date it is made available.

Q:     How do I ask questions during the Virtual Special Meeting?

A:     Stockholders may submit questions during the Special Meeting using the “Ask a Question” field on the virtual meeting website. You will need to log in with your control number found on your proxy card to submit a question. Time has been allocated on the agenda to respond to questions submitted during the Special Meeting. Questions we do not answer during the Special Meeting will be answered in writing and posted at             . Please refer to the Special Meeting Rules of Conduct and Procedures for more information on how to ask questions. The Rules of Conduct and Procedures are available at             and during the Special Meeting at             .

We encourage you to access the Special Meeting early. Online check-in will begin approximately 15 minutes before             , Eastern Time, start time. If you encounter difficulties during the check-in or meeting time, we have technicians available to help you. The technical support contact information will be posted on the virtual meeting login page.

Q:     What am I being asked to vote on and why is this approval necessary?

A:     Public Stockholders are being asked to vote on the following Proposals:

1.      the Business Combination Proposal;

2.      the Charter Amendment Proposal;

3.      the Advisory Charter Proposals;

4.      the Adjournment Proposal.

Consummation of the Business Combination is conditioned on approval of the Business Combination Proposal. The approvals of the Charter Amendment Proposal and the Advisory Charter Amendment Proposals are conditioned on the approval and adoption of the Business Combination Approval. In accordance with SEC guidance, the Advisory Charter Amendment Proposals are being presented separately and will be voted upon on a non-binding advisory basis. The Adjournment Proposal is not conditioned on the approval of any other Proposals.

Q:     Are there any other matters being presented to Public Stockholders at the Special Meeting?

A:     In addition to voting on the Business Combination Proposal, assuming it is approved and adopted, the stockholders of ACAC will vote on each of the other Proposals described in the section above entitled “Summary Term Sheet.”

ACAC will hold the Special Meeting to consider and vote upon these Proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be considered at the Special Meeting. Stockholders should read it carefully.

Consummation of the Business Combination is conditioned on approval of the Business Combination Proposal. The approvals of the Charter Amendment Proposal and the Advisory Charter Amendment Proposals are conditioned on the approval and adoption of the Business Combination Approval. In accordance with SEC guidance, the Advisory Charter Amendment Proposals are being presented separately and will be voted upon on a non-binding advisory basis. The Adjournment Proposal is not conditioned on the approval of any other Proposals. The vote of stockholders is important. Public Stockholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Q:     What will happen to ACAC’s securities upon consummation of the Business Combination?

A:     The ACAC Units, ACAC Class A Common Stock, and ACAC Warrants are currently listed on Nasdaq under the symbols “ACACU,” “ACAC”, and “ACACW” respectively. Pursuant to the Business Combination Agreement, immediately prior to the Reincorporation Merger Effective Time, (i) each issued and outstanding ACAC Unit will automatically separate into one share of ACAC Class A Common Stock and one-half of one ACAC Warrant, and (ii) each ACAC Redeeming Share shall automatically be cancelled and cease to exist and shall thereafter represent only the right to be paid a pro-share redemption price. At the Reincorporation Merger Effective Time, (i) each share of ACAC Common Stock issued and outstanding (other than ACAC Redeeming Shares) shall be

converted automatically into one share of Purchaser Common Stock, and (ii) each issued and outstanding ACAC Warrant shall be converted automatically into one Purchaser Warrant. Upon the Closing, Purchaser will change its name to “Foxx Development Holdings Inc.” and will apply to list the PubCo Common Stock and PubCo Warrants on the Nasdaq Stock Market under the symbols “FOXX” and “FOXXW”, respectively, in connection with the closing of the Business Combination.

Q:     Why is ACAC proposing the Business Combination?

A:     ACAC was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or other similar business combination with one or more businesses.

On June 10, 2022, ACAC completed its Initial Public Offering of 8,625,000 Units. Each Unit consists of one share of ACAC Class A Common Stock, one-half of one ACAC Warrant. The ACAC Units were sold at an offering price of $10.00 per unit, generating gross proceeds of $86,250,000.

Simultaneously with the closing of the Initial Public Offering, ACAC completed the sale of 5,240,000 Private Warrants to the Sponsor in the Concurrent Private Placement, with each Private Warrant entitling the Sponsor to purchase one share of Common Stock at an exercise price of $11.50 per share, at a purchase price of $1.00 per Private Warrant, generating gross proceeds to ACAC of $5,240,000. The Private Warrants are identical to the warrants included in the ACAC Units sold in the Initial Public Offering, except that the Sponsor, as holder of the Private Warrants have agreed not to transfer, assign or sell any of the Private Warrants (except to certain permitted transferees) until 30 days after the completion of the ACAC’s initial business combination.

Established in 2017 in the State of Texas, Foxx is a technology innovation company in the communication section with the objective of expanding into the Internet of Things (“IoT”) market and extending its operations internationally. Since its inception, Foxx has established relationship with prominent telecommunications carriers, distributors, and suppliers to offer high-quality consumer electronics products at competitive prices. Foxx is dedicated to expanding its product offering and continuing to provide a more diverse portfolio of end-to-end communication terminals and IoT solutions. Based on ACAC’s due diligence investigations of Foxx and the industry in which Foxx operates, including the financial and other information provided by Foxx in the course of the negotiations in connection with the Business Combination Agreement, ACAC believes that Foxx has an [appealing market opportunity and growth profile and a compelling valuation. As a result, ACAC believes that the Business Combination with Foxx will provide Public Stockholders with an opportunity to participate in the ownership of a company with growth potential and significant value. See the section entitled “Proposal 1: The Business Combination Proposal — The Board’s Reasons for the Approval of the Business Combination.”

Q:     Do I have redemption rights?

A:     If you are a Public Stockholder, you have the right to demand that ACAC redeem your Public Shares for a pro rata portion of the cash held in the Trust Account, which holds the proceeds of the Initial Public Offering (including aggregate fees of $2,156,250 payable to the underwriters at the Closing as the Deferred Business Combination Fee) and certain proceeds from the Concurrent Private Placement, calculated as of two business days prior to the Closing, including interest earned on the funds held in the Trust Account (net of taxes payable). We sometimes refer to these rights to demand redemption of the Public Shares as “redemption rights.”

Notwithstanding the foregoing, an ACAC stockholder, together with any affiliate or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from exercising redemption rights with respect to more than an aggregate of 15% of the Public Shares. Accordingly, all Public Shares in excess of 15% held by a Public Stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed.

Holders of the outstanding ACAC Warrants do not have redemption rights with respect to such warrants in connection with the transactions contemplated by the Business Combination Proposal.

The amount of the Deferred Business Combination Fee is fixed regardless of the level of redemptions from our Trust Account in connection with the Business Combination. Please see the section of this proxy statement/prospectus entitled “Summary of the Proxy Statement/Prospectus — Underwriting Fees as a Percentage of Initial Public Offering Proceeds Net of Redemptions” for further information.

Q:     If I am a holder of the ACAC Units, can I exercise redemption rights with respect to my Units?

A:     No. You can only exercise redemption rights with respect to your Public Shares. Holders of outstanding ACAC Units must separate the underlying Public Shares, ACAC Warrants prior to exercising redemption rights with respect to the Public Shares.

If you hold ACAC Units registered in your own name, you must deliver the certificate for such units to VStock Transfer, LLC, our transfer agent, with written instructions to separate such units into Public Shares and ACAC Warrants.

This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of ACAC Units, See “How do I exercise my redemption rights?” below. The address of [__] is listed under the question “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company, or other nominee holds your ACAC Units, you must instruct such nominee to separate your ACAC Units. Your nominee must send written instructions by facsimile to VStock Transfer, LLC, our transfer agent. Such written instructions must include the number of ACAC Units to be separated and the nominee holding such ACAC Units. Your nominee must also initiate electronically, using DTC’s deposit/withdrawal at custodian (DWAC) system, a withdrawal of the relevant ACAC Units and a deposit of an equal number of Public Shares and ACAC Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon separation of ACAC Units. While this is typically completed electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated from your ACAC Units in a timely manner, you will likely not be able to exercise your redemption rights.

Q:     If I am a holder of the ACAC Warrants, whether, when and how will ACAC exercise its redemption rights with respect to my ACAC Warrants?

A:     ACAC has the ability to redeem outstanding ACAC Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of ACAC Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third business day prior to the date on which ACAC gives proper notice of such redemption and provided certain other conditions are met. While ACAC Class A Common Stock has not exceeded the $18.00 per share threshold at which ACAC Warrants would become redeemable since the announcement of the Business Combination, there is no assurance that the price of ACAC Class A Common Stock will not exceed the threshold. If and when the ACAC Warrants become redeemable by ACAC, ACAC may exercise its redemption right even if ACAC is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Notice of redemption shall be mailed by first class mail, postage prepaid, by ACAC not less than 30 days prior to the date that fixed by ACAC for the redemption to the registered holders of the ACAC Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder received such notice. ACAC will not redeem the ACAC Warrants unless a registration statement under the Securities Act covering the shares of ACAC Common Stock issuable upon exercise of the ACAC Warrants is effective and a current prospectus relating to those shares of ACAC Common Stock is available throughout the 30-day redemption period, except if the ACAC Warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the ACAC Warrants become redeemable by ACAC, ACAC may exercise its redemption right even if ACAC is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If ACAC elect to redeem the ACAC Warrants on a cashless basis, then ACAC will not receive any cash proceeds from the exercise of such ACAC Warrants. See “Risk Factors — ACAC may redeem the unexpired ACAC Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your ACAC Warrants worthless.”

Q:     Will how I vote affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights whether you vote your shares of ACAC Class A Common Stock for or against, or whether you abstain from voting on, the Business Combination Proposal or any other Proposal described in this proxy statement/prospectus. As a result, the Business Combination Proposal can be approved by stockholders who will redeem their ACAC Class A Common Stock and no longer be Public Stockholders and the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Stockholders are substantially reduced as a result of redemptions by Public Stockholders. With fewer shares of ACAC Class A Common Stock outstanding and fewer Public Stockholders, the trading market for ACAC Class A Common Stock or PubCo Common Stock, as applicable, may be less liquid than the market for such stock prior to the Business Combination and ACAC or PubCo, as applicable, may not be able to meet the listing standards of a national securities exchange. In addition, with fewer funds available from the Trust Account due to redemptions by Public Stockholders, the capital infusion from the Trust Account into PubCo’s business will be reduced and the amount of working capital available to PubCo following the Business Combination may be reduced. Your decision to exercise your redemption rights with respect to shares of ACAC Class A Common Stock will have no effect on ACAC Warrants you may also hold.

Q:     How do I exercise my redemption rights?

A:     If you are a Public Stockholder and wish to exercise your redemption rights with respect to your Public Shares, you must, prior to 5:00 p.m. Eastern Time on (two business days before the Special Meeting), (i) submit a written request to our transfer agent that we redeem your Public Shares for cash, and (ii) deliver your stock to our transfer agent physically or electronically through Depository Trust Company, or DTC. The address of [_], our transfer agent, is listed under the question “Who can help answer my questions?” below. The redemption rights include the requirement that a beneficial holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to our transfer agent in order to validly redeem its shares. Any Public Stockholder will be entitled to demand that such holder’s Public Shares be redeemed for a pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was approximately $[    ] million, or $[__] per share, as of [    ]). Such amount, including interest earned on the funds held in the Trust Account and not previously released to ACAC to pay its taxes (less up to $50,000 of interest to pay dissolution expenses), will be paid promptly upon consummation of the Business Combination. However, under Delaware law, the proceeds held in the Trust Account could be subject to claims that could take priority over those of Public Stockholders exercising redemption rights, regardless of whether such Public Stockholders vote for or against, or abstain from voting on, the Business Combination Proposal. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any Proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

Any request for redemption, once made by a Public Stockholder, may be withdrawn at any time up to the time of the vote on the Business Combination Proposal (the “withdrawal deadline”). If you deliver your shares certificate for redemption to ACAC’s transfer agent and later decide prior to the withdrawal deadline not to elect redemption, you may request that ACAC’s transfer agent return the shares certificate (physically or electronically).

Any corrected or changed written demand of exercise of redemption rights must be received by ACAC’s transfer agent prior to the withdrawal deadline. No demand for redemption will be honored unless the Public Stockholder’s Public Shares have been delivered (either physically or electronically) to ACAC’s transfer agent prior to the applicable date.

If a Public Stockholder properly makes a request for redemption and such Public Stockholder’s Public Shares are delivered as described herein to ACAC’s transfer agent, then, if the Business Combination is consummated, ACAC will redeem such Public Shares for a pro rata portion of the funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your Public Shares for cash. For additional information about the exercise of redemption rights, see “Special Meeting of Public Stockholders — Redemption Rights.”

If you are a holder of Public Shares and you exercise your redemption rights, it will not result in the loss of any ACAC Warrants that you may hold (including those included in any ACAC Units you hold). Your whole ACAC Warrants will become exercisable to purchase one share of Purchaser Class A Common Stock (which will be PubCo Common Stock after the Closing) 30 days after the completion of the Business Combination.

For a discussion of the material U.S. federal income tax considerations for holders of ACAC Class A Common Stock with respect to the exercise of these redemption rights, see “Material U.S. Federal Income Tax Consideration — Material Tax Considerations Related to a Redemption of ACAC Class A Common Stock” beginning on page 78. The consequences of a redemption to any particular Public Stockholder will depend on that holder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S. federal, state and local and non-U.S. income and other tax laws in light of your particular circumstances.

Q:     Do I have appraisal rights if I object to the proposed Business Combination?

A:     No. Public Stockholders do not have appraisal rights in connection with the proposed Business Combination under Delaware law.

Q:     What happens if a substantial number of stockholders vote in favor of the Business Combination Proposal and exercise redemption rights?

A:     Public Stockholders may vote in favor of the Business Combination and still exercise their redemption rights and are not required to vote in any way to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shares are substantially reduced as a result of redemptions by Public Stockholders. In addition, with fewer Public Shares and Public Stockholders, it would be harder to meet the requirement of ACAC have at least $5,000,001 of net tangible assets may not be waived unless such closing condition is subsequently waived by the parties, and the trading markets for ACAC Class A Common Stock following the Closing (which will be PubCo Common Stock) may be less liquid than the market for ACAC Class A Common Stock prior to the Business Combination, and PubCo may not be able to meet the listing standards of a national securities exchange, including Nasdaq. In addition, with fewer funds available from the Trust Account, the capital infusion from the Trust Account into PubCo’s business will be reduced and PubCo may not be able to achieve its business plans.

Q:     What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A:     After consummation of the Business Combination, the funds in the Trust Account will be used to pay Public Stockholders who exercise redemption rights with respect to their redeemed Public Shares, to pay fees and expenses incurred in connection with the Business Combination (including aggregate fees of approximately $2.6 million for the Deferred Business Combination Fee), and then will be released to the PubCo for its working capital and general corporate purposes.

Q:     How do the Founders intend to vote on the Proposals?

A:     The Founders beneficially own and are entitled to vote an aggregate of approximately 54.3% of the outstanding ACAC Common Stock as of the Record Date. The Founders have agreed to vote their shares in favor of the Business Combination Proposal. The Founders have also agreed to vote their shares in favor of all other Proposals being presented at the Special Meeting.

Q:     What do I need to do now?

A:     ACAC urges you to carefully read and consider the information contained in this proxy statement/prospectus, including the Annexes, and to consider how the Business Combination will affect you as a stockholder of ACAC. Public Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q:     How many votes do I have at the Special Meeting?

A:     Public Stockholders are entitled to one vote at the Special Meeting for each share of ACAC Class A Common Stock held of record at the close of the Record Date for the Special Meeting.

Q:     What constitutes a quorum at the Special Meeting?

A:     The presence, in person (including virtual presence) or by proxy, at the Special Meeting of holders of shares of outstanding ACAC Class A Common Stock representing a majority of the voting power of all outstanding shares of ACAC Class A Common Stock entitled to vote at the Special Meeting will constitute a quorum for the transaction of business at the Special Meeting. The Founders, who currently own approximately 54.3% of the voting power of the issued and outstanding shares of ACAC Common Stock, will count towards this quorum. In the absence of a quorum, the chairman of the Special Meeting has power to adjourn the Special Meeting. As of the Record Date,             shares of ACAC Class A Common Stock would be required to achieve a quorum.

Q:     What vote is required to approve each Proposal at the Special Meeting?

A:     The Business Combination Proposal:    The affirmative vote of a majority of the votes cast by holders of ACAC Common Stock present or represented by proxy and entitled to vote thereon, at a meeting at which a quorum is present, is required to approve the Business Combination Proposal. Public Stockholders must approve the Business Combination Proposal in order for the Business Combination to occur. The approval of the Business Combination Proposal is not conditioned on the other approvals. The Charter Amendment Proposal and the Advisory Charter Amendment Proposals are conditioned on the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other Proposal. If the Business Combination Proposal is not approved, the other Proposals (except the Adjournment Proposal) will not be presented to the Public Stockholders for a vote.

The Charter Amendment Proposal:    A majority vote of outstanding ACAC Common Stock entitled to vote present in person (including virtual presence) or represented by proxy, at a meeting at which a quorum is present, is required to approve the Charter Amendment Proposal. The Business Combination is conditioned upon the approval of the Charter Amendment Proposal, subject to the terms of the Business Combination Agreement. Notwithstanding the approval of the Charter Amendment Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Charter Amendment Proposal will not be affected.

The Advisory Charter Amendment Proposals:    The affirmative vote of a majority of the votes cast by holders of ACAC Common Stock present in person (including virtual presence) or represented by proxy and entitled to vote thereon, at a meeting at which a quorum is present, is required to approve the Advisory Charter Amendment Proposals. In accordance with SEC guidance, the Advisory Charter Amendment Proposals are being presented separately and will be voted upon on a non-binding advisory basis. The Business Combination and the Charter Amendment Proposal are not conditioned upon the approval of the Advisory Charter Amendment Proposals.

The Adjournment Proposal:    The affirmative vote of a majority of the votes cast by holders of ACAC Common Stock present in person (including virtual presence) or represented by proxy and entitled to vote thereon, at a meeting at which a quorum is present, is required to approve the Adjournment Proposal. The Business Combination is not conditioned upon the approval of the Adjournment Proposal.

Q:     Do any of ACAC’s directors or officers have interests in the Business Combination that may differ from or be in addition to the interests of Public Stockholders?

A:     ACAC’s executive officers and directors may have interests in the Business Combination that are different from, in addition to or in conflict with, yours. These interests include, among other things:

•        the fact that the Founders have agreed, as part of Initial Public Offering and without any separate consideration provided by ACAC for such agreement, not to redeem any shares of ACAC Common Stock in connection with a stockholder vote to approve a proposed business combination;

•        the beneficial ownership by the Sponsor of an aggregate of 2,156,250 Founder Shares and 5,240,000 Private Warrants, which would become worthless if ACAC does not complete a business combination within the applicable time period, as the Sponsor has agreed (A) to vote any shares owned by them in favor of any proposed business combination and (B) not to redeem any Founder Shares in connection with a stockholder vote to approve a proposed initial business combination. The personal and financial interests of Founders may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. The Sponsor paid an aggregate of $25,000 for the Founders Shares and $5,240,000 for the Private Warrants;

•        as of the date hereof, ACAC issued 16 promissory notes to the Sponsor and/or its designees in connection with the Monthly Extension Payments in a total amount of $1,735,923. The Sponsor has the right, but not the obligation, to convert the promissory notes, in whole or in part, into Private Warrants. If the Sponsor does not convert the promissory notes into shares of ACAC Common Stock upon the Closing, the promissory notes will become intercompany notes between ACAC and the Sponsor upon the Closing. ACAC has the obligation to pay to the Sponsor the funds amounting to the principal amount of the promissory notes if the Business Combination is terminated pursuant to the Business Combination Agreement. ACAC may use a portion of the working capital held outside the Trust Account to repay such funds amounting to the principal amount of the promissory notes but no proceeds from the Trust Account would be used to repay such loaned amounts. In the event that ACAC fails to complete a business combination by Combination Deadline, it is uncertain if ACAC has sufficient working capital held outside the Trust Account to fully repay the promissory notes;

•        Ms. “Joy” Yi Hua, ACAC’s CEO, CFO and Chairwoman, is the sole manager and member of the Sponsor, and as such may be deemed to have sole voting and investment discretion with respect to the shares of ACAC Common Stock held by the Sponsor, including 2,156,250 Founder Shares as described above, which would become worthless if ACAC does not complete a business combination by the Combination Period, as the Sponsor has waived any right to redemption with respect to these shares;

•        each of the three independent directors of ACAC will receive cash compensation of $20,000, will be payable upon the closing of our initial business combination;

•        the Founders may have a conflict of interest with respect to evaluating a business combination and financing arrangements as ACAC may obtain loans from Founders, or an affiliate of Founders, or any of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $3,000,000 of such loans may be convertible into working capital warrants at a price of $1.00 per warrant at the option of the lender. Respectively on December 5, 2023 and June 11, 2024, ACAC issued a promissory note of $500,000 to the Sponsor as working capital loan, and the Sponsor has the right, but not the obligation, to convert the promissory notes, in whole or in part, into the working capital warrants. Such working capital warrants would be identical to the Private Warrants sold in the Concurrent Private Placement.

•        the Founders or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred related to identifying, investigating, and consummating an initial business combination, provided, that, if ACAC does not consummate a business combination, a portion of the working capital held outside the Trust Account may be used by ACAC to repay such reimbursements so long as no proceeds from the Trust Account are used for such repayment.

•        the continued indemnification of current directors and officers of ACAC and the continuation of directors’ and officers’ liability insurance after a business combination;

•        the fact that the Founders may be incentivized to complete the Business Combination, or an alternative initial business combination with a less favorable company or on terms less favorable to stockholders, rather than to liquidate, in which case the Founders would lose their entire investment. As a result, the Founders may have a conflict of interest in determining whether Foxx is an appropriate business with which to effectuate a business combination and/or in evaluating the terms of the Business Combination;

•        the fact that the Founders collectively acquired 2,156,250 Founder Shares at a purchase price of approximately $0.01 per share, 5,240,000 Private Warrants at a purchase price of $1.00 per warrant. However, the number of Closing Payment Stock is based on a deemed price per share of $10.00 per share. Therefore, the Founders could make a substantial profit after the Business Combination from their acquisition of Founder Shares and/pr Private Warrants as discussed above, even if the Business Combination subsequently declines in value or is unprofitable for the Public Stockholders, or the Public Stockholders experience substantial losses in their investment in PubCo;

•        in addition to these interests of the Founders, to the fullest extent permitted by applicable laws, the Current Charter waives certain applications of the doctrine of corporate opportunity in some circumstances where the application of any such doctrine would conflict with any fiduciary duties or contractual obligations they

may have as of the date of the Current Charter or in the future, and ACAC will renounce any expectancy that any of the directors or officers of ACAC will offer any such corporate opportunity of which he or she may become aware to ACAC. ACAC does not believe that the pre-existing fiduciary duties or contractual obligations of its officers and directors materially impacted its search for an acquisition target. Further, ACAC does not believe that the waiver of the application of the corporate opportunity doctrine in the Current Charter had any impact on its search for a potential business combination target.

Q:     How do I vote?

A:     If you are a holder of record of ACAC Class A Common Stock on the Record Date, you may vote virtually at the Special Meeting or by submitting a proxy for the Special Meeting.

You may submit your proxy before the Special Meeting in any of the following ways, if available:

•        use the toll-free number shown on your proxy card;

•        visit the website shown on your proxy card to vote via the Internet; or

•        complete, sign, date, and return the enclosed proxy card in the enclosed postage-paid envelope. Stockholders who choose to participate in the Special Meeting can vote their shares electronically during the meeting via live audio webcast by visiting www.            . You will need the control number that is printed on your proxy card to enter the Special Meeting. ACAC recommends that you log in at least 15 minutes before the meeting to ensure you are logged in when the Special Meeting starts.

If you hold your shares in “street name,” which means your shares are held of record by a broker, bank, or nominee, you should contact your broker, bank, or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank, or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote in person (which would include presence at a virtual meeting), obtain a legal proxy from your broker, bank or nominee.

If you do not give instructions to your brokerage firm, the brokerage firm will not be allowed to vote your shares with respect to the Proposals. The Proposals are “non-discretionary” items. Your broker may not vote for non-discretionary items, and those votes will be counted as broker “non-votes.”

Q:     If my shares are held in “street name,” will my broker, bank, or nominee automatically vote my shares for me?

A:     No. Your broker, bank, or nominee cannot vote your shares unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee.

Q:     What happens if I sell my shares of ACAC Class A Common Stock before the Special Meeting?

A:     The Record Date for the Special Meeting will be earlier than the date of the Special Meeting. If you transfer your shares of ACAC Class A Common Stock after the Record Date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your shares of ACAC Class A Common Stock because you will no longer be able to deliver them for cancellation upon the consummation of the Business Combination in accordance with the provisions described herein.

If you transfer your shares of ACAC Class A Common Stock prior to the Record Date, you will have no right to vote those shares at the Special Meeting or redeem those shares for a pro rata portion of the proceeds held in the Trust Account.

Q:     What if I attend the Special Meeting and abstain or do not vote?

A:     For purposes of the Special Meeting, an abstention occurs when a stockholder virtually attends the Special Meeting online and does not vote or returns a proxy with an “abstain” vote.

If you are an ACAC stockholder that attends the Special Meeting virtually and fails to vote on the Business Combination Proposal and the Charter Amendment Proposal, your failure to vote will have the same effect as a vote “AGAINST” the Charter Amendment Proposal, but will have no effect on the vote count for such

other Proposals. If you are an ACAC stockholder that attends the Special Meeting virtually and you respond to such proposals with an “abstain” vote (or if you return a proxy with an “abstain” vote), your “abstain” vote will have the same effect as a vote “AGAINST” the Charter Amendment Proposal but will have no effect on any of the other Proposals.

Q:     What will happen if I return my proxy card without indicating how to vote?

A:     If you sign and return your proxy card without indicating how to vote on any particular proposal, the ACAC Class A Common Stock represented by your proxy will be voted as recommended by the Board with respect to that Proposal.

Q:     May I change my vote after I have mailed my signed proxy card?

A:     Yes. You may change your vote at any time before your proxy is voted at the Special Meeting. You may do this in one of three ways:

•        submitting a notice to ACAC;

•        mailing a new, subsequently dated proxy card or submitting a new proxy online or by telephone; or

•        by attending the Special Meeting virtually and electing to vote your shares online.

If you are a stockholder of record of ACAC and you choose to send a written notice or to mail a new proxy, you must submit your notice of revocation or your new proxy to Acri Capital Acquisition Corporation, 13284 Pond Springs Rd, Ste 405, Austin, Texas 78729, and it must be received at any time before the vote is taken at the Special Meeting. Any proxy that you submitted may also be revoked by submitting a new proxy online or by telephone not later than 11:59 p.m. Eastern Time on             , or by voting online at the Special Meeting. Simply attending the Special Meeting will not revoke your proxy. If you have instructed a broker, bank, or other nominee to vote your shares of ACAC Class A Common Stock, you must follow the directions you receive from your broker, bank, or other nominee in order to change or revoke your vote.

Q:     What happens if I fail to take any action with respect to the Special Meeting?

A:     If you fail to take any action with respect to the Special Meeting and the Business Combination is approved by ACAC’s stockholders and consummated, you will continue to be a holder of ACAC Class A Common Stock (which will be PubCo Common Stock upon the Closing). As a corollary, failure to deliver (either physically or electronically) your stock certificate(s) to ACAC’s transfer agent, VStock Transfer, LLC, no later than two business days prior to the Special Meeting, means you will not have any right in connection with the Business Combination to exchange your Public Shares for a pro rata share of the funds held in the Trust Account. If you fail to take any action with respect to the Special Meeting and the Business Combination is not approved, you will continue to be a stockholder of ACAC.

Q:     What should I do with my share certificate(s)?

A:     Those Public Stockholders who do not elect to have their Public Shares redeemed for a pro rata share of the funds held in the Trust Account need not submit their certificate(s). Public Stockholders who exercise their redemption rights must deliver their share certificate(s) to [__] (either physically or electronically) or through DTC to [__] at least two business days before the Special Meeting, as described above.

Q:     What should I do if I receive more than one set of voting materials?

A:     Public Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares of ACAC Class A Common Stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record and your shares of ACAC Class A Common Stock are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date, and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares of ACAC Class A Common Stock.

FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for future operations, including as they relate to the potential Business Combination. These statements constitute projections, forecasts, and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement/prospectus, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When ACAC discusses its strategies or plans, including as they relate to the potential Business Combination, it is making projections, forecasts, or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, ACAC’s management.

Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

•        ACAC’s ability to complete the Business Combination or, if ACAC does not consummate such Business Combination, any other initial business combination;

•        satisfaction or waiver (if applicable) of the conditions to the Business Combination Agreement;

•        the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement;

•        the projected financial information, anticipated growth rate, and market opportunities of the PubCo;

•        the ability to obtain or maintain the listing of PubCo Common Stock on Nasdaq following the Business Combination;

•        PubCo’s public securities’ potential liquidity and trading;

•        PubCo’s ability to raise financing in the future;

•        PubCo’s success in retaining or recruiting, or changes required in, officers, key employees, or directors following the completion of the Business Combination;

•        ACAC’s officers and directors allocating their time to other businesses and potentially having conflicts of interest with ACAC’s business or in approving the Business Combination;

•        the use of proceeds not held in the Trust Account or available to ACAC from interest income on the Trust Account balance;

•        potential effects of extensive government regulation;

•        PubCo’s future financial performance and capital requirements;

•        the impact of supply chain disruptions;

•        high inflation rates and interest rate increases;

•        factors relating to the business, operations, and financial performance of PubCo, including:

ACAC cautions you that the foregoing list may not contain all of the forward-looking statements made in this proxy statement/prospectus.

These forward-looking statements are only predictions based on the current expectations and projections of ACAC and Foxx about future events and are subject to a number of risks, uncertainties, and assumptions, including those described in the section titled “Risk Factors” and elsewhere in this proxy statement/prospectus. Moreover, Foxx operates in a competitive industry, and new risks emerge from time to time. It is not possible for the management of ACAC or Foxx to predict all risks, nor can ACAC or Foxx assess the impact of all factors on their respective businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements ACAC may make in this proxy statement/prospectus.

In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this proxy statement/prospectus may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements in this proxy statement/prospectus.

The forward-looking statements included in this proxy statement/prospectus are made only as of the date hereof. You should not rely upon forward-looking statements as predictions of future events. Although ACAC believes that the expectations reflected in its forward-looking statements are reasonable, neither ACAC nor Foxx can guarantee that the future results, levels of activity, performance, or events and circumstances reflected in the forward-looking statements will be achieved or occur. Neither ACAC nor Foxx undertakes any obligation to update publicly any forward-looking statements for any reason after the date of this proxy statement/prospectus to conform these statements to actual results or to changes in expectations, except as required by law.

You should read this proxy statement/prospectus and the documents that have been filed as annexes and exhibits hereto with the understanding that the actual future results, levels of activity, performance, or events and circumstances of ACAC and Foxx may be materially different from what is expected.

RISK FACTORS

Stockholders should consider and read carefully all of the risks and uncertainties described below, as well as other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the Proposals described in this proxy statement/prospectus. The value of your investment in PubCo following consummation of the Business Combination will be subject to the significant risks affecting PubCo and inherent to the industry in which it will operate. If any of the events described below occur, the post-acquisition business and financial results could be adversely affected in a material way. This could cause the trading price of PubCo’s common stock to decline, perhaps significantly, and you therefore may lose all or part of your investment. Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to the business of Foxx prior to the consummation of the Business Combination, which will be the business of PubCo following the consummation of the Business Combination.

If the Business Combination is completed, Foxx will operate in a market environment that is difficult to predict and that involves significant risks, many of which will be beyond its control. You should carefully consider the risks described below before voting your shares. Additional risks and uncertainties not presently known to Foxx and Acri or that they do not currently believe are important to an investor, if they materialize, also may adversely affect the Business Combination. If any of the events, contingencies, circumstances or conditions described in the following risks actually occur, Foxx’s business, financial condition or results of operations could be seriously harmed. If that happens, the trading price of PubCo Common Stock or, if the Business Combination is not consummated, PubCo Common Stock could decline, and you may lose part or all of the value of any PubCo Common Stock or, if the Business Combination is not consummated, you may lose part or all of the value of any shares of PubCo Common Stock that you hold.

Risks Related to the Business and Operations of Foxx

Unless the context otherwise requires, any reference in this section of the Risk Factors to “we,” “us” or “our” refers to Foxx prior to the consummation of the Business Combination and to the PubCo and its consolidated subsidiaries following the Business Combination.    Any of the following risk factors could cause Foxx’s actual results to differ materially from anticipated results. These risks and uncertainties are not the only ones that Foxx faces.

We participate in a competitive industry. Competitors with greater resources and significant experience in high-volume product manufacturing may be able to respond more quickly and cost-effectively than we can to new or emerging technologies and changes in customer requirements.

We face significant competition in developing and selling consumer electronics and IoT solutions in the communication sector. Our primary competitors for smartphones and tablets products include Motorola, Inseego, HMD, TCL, Vortex, Tinno, BLU, Sky, Maxwest, and Hot Pepper. Our expected competitors for IoT products are Netgear, Franklin Wireless, TCL and ZTE. We cannot assure you that we will be able to compete successfully against current or future competitors. Increased competition in mobile computing platforms, data capture products, or related accessories and software developments may result in price reductions, lower gross profit margins, and loss of market share, and could require increased spending on research and development, sales and marketing, and customer support. Some competitors may make strategic acquisitions or establish cooperative relationships with suppliers or companies that produce complementary products, which may create additional pressures on our competitive position in the marketplace.

Most of our competitors have longer operating histories, greater name recognition, larger customer bases and significantly greater financial, technical, sales, marketing and other resources and experience than we do. In addition, because of the higher volume of components that many of our competitors purchase from their suppliers, they are able to keep their supply costs relatively low and, as a result, may be able to recognize higher margins on their product sales than we do. Many of our competitors may also have existing relationships with the channel partners who we use to sell our products, or with our potential customers. This competition may result in reduced prices, reduced margins and longer sales cycles for our products. Our competitors may also be able to more quickly and cost-effectively respond to new or emerging technologies and changes in customer requirements. The combination of brand strength, extensive distribution channels and financial resources of the larger vendors could cause us to lose market share and could reduce our margins on our products. If any of our larger competitors were to commit greater technical, sales, marketing and other resources to our markets, our ability to compete would be adversely impacted. If we are unable to successfully compete with our competitors, our sales will suffer and as a result our financial condition will be adversely impacted.

We have a relatively short operating history which may not be indicative of our future performance or financial results and if our revenue and earnings growth are not sustainable, we may not be able to generate the earnings necessary to fund our operations, continue to grow our business or repay our debt obligations.

Our relatively short operating history may not be indicative of our future performance or financial results. There is no assurance that we will be able to grow our revenues and earnings in future periods. Our growth rates may decline for any number of possible reasons, and some of them are beyond our operating entity’s control, including decreasing customer demand, increasing competition, emergence of alternative business models, or changes in government policies or general economic conditions. We expect to continue to expand our sales network and product offerings to bring greater convenience to our customers and to increase our customer base and number of transactions. However, the execution of our expansion plan is subject to uncertainty and the total number of items sold and number of transacting customers may not grow at the rate we expect for the reasons stated above. If our growth rates decline, investors’ perceptions of our business and prospects may be adversely affected and the market price of PubCo Common Stock could decline accordingly.

We currently rely and may continue to rely on a limited number of third-party suppliers to produce our products. If these parties do not produce our products at a satisfactory quality, in a timely manner, in sufficient quantities or at an acceptable cost, our sales and development efforts could be delayed or otherwise negatively affected.

During the COVID-19 pandemic, we selectively concentrated our resources on our tablet and mobile phone products, as they held the strongest market potential and revenue generation capability due to the increased demand for these products when remote work and online classes became more prevalent. Additionally, our customers, who are the distributors of our products, were willing to pay in full before manufacturing and delivery. Under our build-to-order business model, once we determine the product specifications of our customers, we work with suppliers, who are original equipment manufacturers, for the production of our products. To fulfill customer orders, we place purchase orders with suppliers, specifying the item description, quantity, and price of the products. We pay approximately 20% of the total purchase price upfront and the remaining balance upon shipment. We do not have short-term or long-term agreements with our suppliers and just rely on purchase orders. Because we had limited product lines, consisting mainly of our tablet and mobile phone products during the period from July 1, 2022, to December 31, 2023, we relied on a limited number of suppliers to fulfill our manufacturing needs. For the six months ended December 31, 2023, one supplier, supplier A, accounted for 100% of our total purchases. For the years ended June 30, 2023 and 2022, one supplier, supplier B, accounted for 100% of our total purchases.

Now that the COVID-19 pandemic has ended, if we continue to have limited product lines, we may continue to rely on a limited number of suppliers for the products we plan to launch. As of the date of this prospectus, we have begun changing our business strategy from relying on a limited number of suppliers to expanding the number of suppliers and lowering supplier concentration by actively increasing our business scale and expanding our product lines. We have added seven new suppliers to manufacture additional product lines to meet evolving customer demand.

We carefully select suppliers capable of meeting our customization requirements while maintaining the quality standards we demand and adhering to the desired timeframe for product launches. Although there are numerous suppliers of comparable quality worldwide, any disruptions to our current supply chain could lead to production delays and necessitate the allocation of time and resources for engaging with new suppliers. Additionally, transitioning to new suppliers may require extra time to communicate our customization needs effectively or to make adjustments to meet our specifications. Our reliance on a limited number of suppliers to manufacture our future products may present significant risks to us, including the following:

•        reduced control over delivery schedules, yields and product reliability;

•        price increases;

•        manufacturing deviations from internal and regulatory specifications;

•        the failure of a key manufacturer to perform as we require for technical, market or other reasons;

•        difficulties in establishing additional manufacturer relationships if we are presented with the need to transfer our manufacturing process technologies to them;

•        misappropriation of our intellectual property; and

•        other risks in potentially meeting our product development schedule or satisfying the requirements of our market partners, distributors, direct customers and end users.

If we need to enter into agreements for the manufacturing of our future products, there can be no assurance we will be able to do so on favorable terms, if at all.

There could be a significant disruption in the supply of components from current sources or, in the event of a disruption, our contract manufacturers might not be able to locate alternative suppliers of materials of comparable quality at an acceptable price or at all. Further, our unaffiliated contract manufacturers have experienced and may continue to experience in the future, unexpected increases in work wages, whether government mandated or otherwise and increases in compliance costs due to governmental regulation concerning certain metals used in the manufacturing of our products. In addition, we cannot be certain that our unaffiliated manufacturers will be able to meet our product customizations or fill our orders in a timely manner. If we experience significant increases in demand, or reductions in the availability of materials, or need to replace an existing manufacturer, there can be no assurance additional supplies of components or additional manufacturing capacity will be available when required on terms acceptable to us, or at all, or that any supplier or manufacturer would allocate sufficient capacity to us in order to meet our product customizations. In addition, even if we are able to expand existing or find new manufacturing or sources of components, we may encounter delays in production and added costs as a result of the time it takes to train suppliers and manufacturers in our methods, products, quality control standards and labor, health and safety standards. Any delays, interruption or increased costs in labor or wages, or the supply of materials or manufacture of our products could have an adverse effect on our ability to meet retail customer and consumer demand for our products and result in lower revenues and net income both in the short- and long-term.

Because independent manufacturers make all of our products outside of our principal sales markets, our products must be transported by third parties over large geographic distances. Delays in the shipment or delivery of our products due to the availability of transportation, work stoppages, port strikes, infrastructure congestion or other factors, and costs and delays associated with consolidating or transitioning between manufacturers, could adversely impact our financial performance. In addition, manufacturing delays or unexpected demand for our products may require us to use faster, but more expensive, transportation methods such as air freight, which could adversely affect our profit margins. The cost of oil is a significant component in manufacturing and transportation costs, so increases in the price of petroleum products can adversely affect our profit margins. Changes in U.S. trade policies, including new and potential changes to import tariffs and existing trade policies and agreements, could also have a significant impact on our activities in foreign jurisdictions, and could adversely affect our results of operations. The Ukraine war, Israel-Hamas war, inflationary trends, shifts in consumer purchasing patterns, availability of transport, labor shortages in the shipping, trucking, and warehousing industries, port strikes, infrastructure congestion, equipment shortages and other factors have all contributed to delivery delays, greater costs and uncertainty in arranging and scheduling transport of our products. If we are unable to reliably and consistently arrange shipment and storage of our products, we may be unable to ship, deliver and store our products in which case, we will have to reverse sales and issue refunds to purchasers of our products. Supply chain disruptions, both domestic and international, have adversely impacted our operations. Continued disruptions in our supply chain and adverse consequences from aggressive trade policies could have a material adverse impact on our profitability and financial performance.

We currently rely on a limited number of third-party distributors and sales agents for the distribution of our current products and may continue to depend on them for future products. If we are unable to establish successful relations with third-party distributors or sales agents, or such third-party distributors or sales agents do not focus adequate resources on selling our products or are otherwise unsuccessful in selling them, sales of our products may not develop.

Currently, our customers are third-party distributors and sales agents who purchase products from us and then market our products to end-users across the United States. Under our build-to-order business model, our sales and distribution process begins with our customers placing purchase orders with us and specifying item description, quantity, and price of the products purchased. Subsequent to our customers paying a deposit of 15% to 20% of the total purchase price under the purchase order, we place purchase orders with suppliers to produce products that meet the specifications of our customers. We hold title to the manufactured products until the customer pays the full purchase price. We have the right to retake possession and resell the products if the customer default on the purchase order. Upon delivering the products to the customers, we receive the remaining 80% to 85% of the total purchase price. We do not have short-term or long-term agreements with our customers and just rely on purchase orders.

These distributors have established relationships with leading telecommunications carriers, and we have been relying on their connections, relationships, and market knowledge to effectively promote our products, enabling us to establish a strong presence in the market. Due to the reduced manufacturing capacity during the COVID-19

pandemic and the concentrated market demand for mobile phones and tablet products, we had been offering such products to a limited number of third-party distributors who demonstrated a strong intent to buy and were willing to offer more appealing payment terms. For the six months ended December 31, 2023, two customers, customer A and customer B, accounted for 79% and 21% of our total revenues. For the years ended June 30, 2023 and 2022, one customer, customer C, accounted for 100% of our total revenues. We relied on these customers to buy our mobile phones and tablet products and sell such products to end-users. Foxx has begun changing its business strategy from relying on a limited number of customers to increasing the number of customers and lowering customer concentration by developing relationships with multiple more customers to diversify and avoid reliance on a few or a fixed set of distributors and we are also exploring other channels for selling our products, however, we may continue to rely on our customers to sell tablets and smartphones. We may also rely on these third-party distributors or sales agents to distribute and assist us with the marketing and sale of other products we expect to launch. Our future revenue generation and growth, particularly for phones and tablets, may continue to depend in large part on our success in establishing and maintaining this sales and distribution channel. Our customers purchase products from us and reselling them at a higher price to generate profit. However, if our customers encounter challenges such as difficulty in selling our products, negative feedback from end users, or insufficient profit margins to sustain their operations, they may choose not to continue purchasing or marketing our products. In addition, there can be no assurance that our customers will focus adequate resources on selling our products to end-users or will be successful in selling them. Many of our customers are in the business of distributing and sometimes manufacturing other, possibly competing, products. As a result, our customers may perceive our products as a threat to various product lines currently being distributed or manufactured by them. In addition, our customers may earn higher margins by selling competing products or combinations of competing products. If we are unable to establish successful relationships with our customers, we will need to further develop our own sales and distribution capabilities, which would be expensive and time-consuming and might not be successful. Additionally, if we need to enter into agreements for the distribution of our future products with other third parties, there can be no assurance we will be able to do so on favorable terms, if at all.

As we expand our operations into international markets, we encounter risks linked to sourcing components globally from suppliers and engaging with third-party consultants. Additionally, as we continue to grow, we may further extend our reach by selling our products internationally.

We currently collaborate with partners across the globe, and we will continue to expand our operations in the global marketplace. International sales growth stands as a key element of our growth strategy. However, we acknowledge the risks inherent in our international operations, including, but not limited to:

•        Foreign currency exchange rates;

•        Economic or governmental instability in foreign markets in which we operate or in those countries from which we source our merchandise;

•        Unexpected changes in laws, regulatory requirements, taxes or trade laws;

•        Increases in the cost of transporting goods globally;

•        Acts of war, terrorist attacks, outbreaks of contagious disease and other events over which we have no control; and

•        Changes in foreign or domestic legal and regulatory requirements resulting in the imposition of new or more onerous trade restrictions, tariffs, duties, taxes, embargoes, exchange or other government controls.

Any of these risks could have an adverse impact on our results of operations, financial position or growth strategy. Furthermore, some of our international operations are conducted in parts of the world that experience corruption to some degree. Our employees and wholesalers could take actions that violate applicable anti-corruption laws or regulations. Violations of these laws, or allegations of such violations, could have an adverse impact on our reputation, our results of operations or our financial position.

Foreign exchange movements may also negatively affect the relative purchasing power of consumers and their willingness to purchase discretionary premium goods, such as our products, which would adversely affect our net sales. We do not currently use the derivative markets to hedge foreign currency fluctuations.

Our business is sensitive to consumer spending and general economic conditions.

Our business may be adversely affected by the Ukraine war, and the Israel-Hamas war, as well as macro-economic conditions such as inflation, employment levels, wage and salary levels, trends in consumer confidence and spending, reductions in consumer net worth, interest rates, inflation, the availability of consumer credit and taxation policies influence on public spending confidence. There continues to be a significant and growing volatility and uncertainty in the global economy due to the Coronavirus pandemic affecting all business sectors and industries. Recent dramatic downturns in the strength of global stock markets, currencies and key economies have highlighted many if not all, of these risks.

Consumer purchases in general may decline during recessions, periods of prolonged declines in the equity markets or housing markets and periods when disposable income and perceptions of consumer wealth are lower, and these risks may be exacerbated for us due to our focus on discretionary premium sporting good items. A downturn in the global economy, or in a regional economy in which we have significant sales, could have a material, adverse effect on consumer purchases of our products, our results of operations and our financial position, and a downturn adversely affecting our consumer base or travelers could have a disproportionate impact on our business.

We may be unable to appeal to new consumers while maintaining the loyalty of our core consumers.

Part of our growth strategy is to introduce new consumers to our brands by our new product offerings. If we are unable to attract new consumers, including customers for our tablets and mobile phones, our business and results of operations may be adversely affected if purchasing frequency decrease. Initiatives and strategies, such as smart home devices, wearables, and IoT platform, are intended to position our brand to appeal to new consumers may not appeal to our core consumers and may diminish the appeal of our brand to our core consumers, resulting in reduced core consumer loyalty. If we are unable to successfully appeal to new consumers while maintaining our brand’s image with our core consumers, then our net sales and our brand image may be adversely affected.

Our revenue heavily relied on revenue from Affordable Connectivity Program (ACP).

On November 15, 2021, U.S. Congress passed and the President signed into law the Infrastructure Investment and Jobs Act (“Infrastructure Act”). The Infrastructure Act provided $14.2 billion to modify and extend the existing Emergency Broadband Benefit Program (EBB Program) managed by the FCC to a longer-term broadband affordability program called the Affordable Connectivity Program (ACP). The ACP replaced the EBB Program, which was established during the COVID-19 pandemic, to provide eligible low-income households with discounts for broadband services such households need for work, school and healthcare. The ACP began to accept enrollments on December 31, 2021 and the FCC adopted final rules to implement the ACP on January 14, 2022. Due to a lapse in additional appropriation for the ACP, on January 11, 2024, the FCC released an order announcing steps to wind down the ACP. The program stopped accepting new enrollment on February 8, 2024, and announced that the program will not provide funding for currently enrolled individuals beyond the end of April 2024.

Although we cannot ascertain whether or how many of the end users purchased our products with the assistance of the ACP program, as we have been employing the strategy of engaging with customers who purchase products from us and then market our products to end-users through the networks of prominent telecommunications carriers across the United States, we believe some of the end-users may have been incentivized to purchase our products because of the discounts and benefits they received from the ACP. As the requirements for program and service standards may change over the years, there are uncertainties as to the population in our targeted demographics and demand for our products. The lapse in federal funding for the ACP may significantly lead to a loss of broadband services or coverage for existing individuals currently qualify for the program, or dissuade customers from acquiring or maintaining broadband services or tablets and laptops, which may in turn lead to a temporary decline in sales for us from the end-users who relied on the program to purchase mobile devices, tablets, or other IoT products.

Our revenue may rely on revenue from end-users who qualify for the Lifeline Program.

The Lifeline Program has provided discounts on phone service for qualifying low-income consumers since 1985. The Lifeline Program is administered by the Universal Service Administrative Company (USAC), and receives funding from the Universal Service Fund, a government program that receives annual contribution from telecommunication companies or their customers. Over the years, the FCC has adopted several reforms and changes to the Lifeline Program, including regarding its scope, eligibility and compliance requirements.

End-users qualifying for the Lifeline Program may continue to rely on such a program to receive discounts on phone service. It would be difficult to assess the exact number of individuals relying on this program. If the qualifications for receiving discounts and benefits change, there may be a smaller number of end-users who qualify

for discounts on mobile and tablet products. Additionally, if there are changes to the device specifications under the program or if more comparable products become qualify for the program’s device requirements, we may experience less revenue generated from products designed to be sold to end-users under the Lifeline Program.

Defects or performance problems in our products could result in a loss of customers, reputational damage and decreased revenue. Additionally, the Company may face warranty, indemnity, and product liability claims that may arise from malfunctions.

Our current and future products such as tablets, smartphones, and IoT devices may contain undetected errors or defects, especially when first introduced or when new generations of products are released. Errors, defects, or poor performance can arise due to design flaws, defects in raw materials or components, which can affect the quality of such devices. Defects may also occur in components and products we purchase from third parties or assembled by our manufacturers. There can be no assurance that we will be able to detect and fix all defects in the hardware, software, and services we offer. Any actual or perceived errors, defects, or poor performance in such devices could result in the replacement or recall of the products, rejection of the products, damage to our reputation, lost revenue, and increases in customer service and support costs, all of which could have a material adverse effect on our business, financial condition, and results of operations.

Furthermore, defective components may give rise to warranty, indemnity, or product liability claims against us that exceed any revenue or profit we receive from the affected products. If one of such devices were to cause injury to someone or cause property damage, including because of product malfunctions, defects, or improper installation, we could be exposed to product liability claims. We could incur significant costs and liabilities if we are sued and if damages are awarded against us. Further, any product liability claim we face could be expensive to defend and could divert management’s attention. The successful assertion of a product liability claim against us could result in potentially significant monetary damages, penalties or fines, subject us to adverse publicity, damage our reputation and competitive position, and adversely affect sales of our products. In addition, product liability claims, injuries, defects, or other problems experienced by other companies in the community building access control industry could lead to unfavorable market conditions for the industry as a whole and may have an adverse effect on our ability to attract new customers, thus harming our growth and financial performance.

Breaches of and other types of security incidents involving our systems, or those of our third-party service providers, could negatively impact our business, our brand and reputation, our ability to retain existing customers and attract new customers, may cause us to incur significant liabilities and adversely affect our business, results of operations, financial condition, and future prospects.

If we enter the IoT market, activities such as developing an IoT platform may necessitate periodic collection, usage, storage, transmission, or processing of data or information. While we will taken steps to mitigate our cyberattack risks and protect the confidential information that we may have access to, including but not limited to installation and periodical updates of antivirus software and backup of information on our computer systems, our security measures could be breached. Because techniques used to sabotage or obtain unauthorized access to systems change frequently and generally are not recognized until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. Any cybersecurity incident, accidental or willful security breaches or other unauthorized access to our systems could cause confidential information to be stolen and used for criminal purposes. Cybersecurity incidents, security breaches or unauthorized access to confidential information could also expose us to liability related to the loss of the information, time-consuming and expensive litigation and negative publicity. If security measures are breached because of third-party action, employee error, malfeasance or otherwise, or if design flaws in our technology infrastructure are exposed and exploited, our relationships with our business partners could be severely damaged, we could incur significant liability, and our business and operations could be adversely affected. Additionally, if we fail to protect confidential information, we may be susceptible to potential claims such as breach of contract, negligence or other claims. Such claims will require significant time and resources to defend and there can be no assurances that favorable final outcomes will be obtained. In addition, the costs to respond to a cybersecurity event or to mitigate any identified security vulnerabilities could be significant, including costs for remediating the effects of such an event, paying a ransom, restoring data from backups, and conducting data analysis to determine what data may have been affected by the breach. In addition, our efforts to contain or remediate a security breach or any system vulnerability may be unsuccessful, and our efforts and any related failures to contain or remediate any breach or vulnerabilities could result in interruptions, delays, loss in customer trust, harm to our reputation, and increases in our insurance premiums that we may acquire.

Failure to accurately forecast consumer demand could lead to excess inventory or inventory shortages, which could result in decreased operating margins, reduced cash flows and harm to our business.

There is a risk we may be unable to sell excess products ordered from manufacturers. Inventory levels in excess of customer demand may result in inventory write-downs, and the sale of excess inventory at discounted prices could significantly impair our brand image and have an adverse effect on our operating results, financial condition and cash flows. Conversely, if we underestimate consumer demand for our products or if our manufacturers fail to supply products we require at the time we need them, we may experience inventory shortages. Inventory shortages might delay shipments to customers, negatively impact retailer, affect consumer relationships and diminish brand loyalty. The difficulty in forecasting demand also makes it difficult to estimate our future results of operations, financial condition and cash flows from period to period. A failure to accurately predict the level of demand for our products could adversely affect our net revenues and net income, and we are unlikely to forecast such effects with any certainty in advance.

If we are not able to enhance or introduce new products that achieve market acceptance and keep pace with technological developments, our business, results of operations and financial condition could be harmed.

Our ability to attract new customers and increase revenue from existing customers depends in part on our ability to introduce new products, develop the IoT platforms, increase adoption and usage of our products and introduce new products and features. The success of any enhancements or new products depends on several factors, including timely completion, adequate quality testing, actual performance quality, market-accepted pricing levels and overall market acceptance and demand. Consumer preferences differ across and within different parts of the world, and shift over time in response to changing aesthetics and economic circumstances. We cannot determine in advance the ultimate effect of new product introductions and transitions. In addition, rapid technological development and advancements may render smartphones in the common forms and with the common functionalities that are generally available to consumers today outdated or obsolete, and emerging products and services may substitute smartphones as consumers generally know them today. We believe that our success in developing products that are innovative and that meet our consumers’ functional needs is an important factor in our image as a premium brand, and in our ability to charge premium prices. We rely upon our research and development team and third party consultants that we may engage from time to time from the fields of electrical and mechanical engineering, industrial design, sustainability, and related fields, as well as other experts to design, develop customization standards, and test cutting-edge performance products. Enhancements and new products that we develop may not be introduced in a timely or cost-effective manner, may contain defects, may have interoperability difficulties with our platform, or may not achieve the market acceptance necessary to generate significant revenue. Even if we are able to introduce innovative products to the market, we may still experience problems with the quality or performance of our products, we may incur substantial expense to remedy the problems. Our ability to manage the risks associated with new product production ramp-up issues, the availability of products in appropriate quantities and at expected costs to meet anticipated demand and the risk that new products may have quality or other defects or deficiencies in the early stages of introduction. If we are unable to anticipate or respond to changes in consumer preferences or fail to successfully enhance our existing platform and capabilities to meet evolving customer requirements, increase adoption and usage of our platform, develop new products, or if our efforts to increase the usage of our products are more expensive than we expect, then our business, results of operations and financial condition could be harmed.

We rely on Qualcomm, a leading System-on-Chip (SoC) supplier, for its SoC supply for most of our smart phone products.

We rely on Qualcomm, a leading SoC supplier based in the United States and our primary provider of SoCs, for its supply of SoCs, which are essential components for the majority of our smartphone products that we currently sell and plan to launch. If we were to experience any material disruption to our sourcing of SoCs from Qualcomm, we may not be able to switch to an alternative supplier of SoCs within a short period time or at all. We might have to undertake redesign efforts or enlist the help of third-party consultants to adjust both hardware and software designs to guarantee compatibility of alternative SoCs with our existing products. These adjustments may extend time-to-market and affect profitability, potentially leading to issues with device performance, power efficiency, and functionality. This could impact various features such as camera processing and connectivity. Additionally, we would need to handle the related time and expenses associated with negotiating contracts and collaborating with our manufacturers to produce these products. Our business operations and financial results may be materially and adversely affected.

We may be subject to additional obligations to collect and remit sales tax and other taxes, and we may be subject to tax liability for past transactions, which could harm our business.

We do not collect sales and use, value added and similar taxes in all jurisdictions in which we have sales, based on our belief that such taxes are not applicable in certain jurisdictions. State, local and foreign jurisdictions have differing rules and regulations governing sales, use, value added and other taxes, and these rules and regulations are subject to varying interpretations that may change over time. In particular, the applicability of such taxes on subscriptions to our platform in various jurisdictions is unclear. Further, these jurisdictions’ rules regarding tax nexus are complex and vary significantly. As a result, we could face the possibility of audits that could result in tax assessments, including associated interest and penalties. A successful assertion that we should be collecting additional sales, use, value added or other taxes in those jurisdictions where we have not historically done so could result in substantial tax liabilities and related penalties for past transactions, discourage customers from purchasing our application or otherwise harm our business and operating results. In addition, we are required to withhold and timely remit payroll-related taxes for which we are also subject to the possibility of audits that could result in tax assessments, including associated interest and penalties.

Changes in tax laws or regulations that are applied adversely to us or our customers could increase the costs of our platform and adversely impact our business.

New income, sales, use or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time, which could affect the tax treatment of our (and our subsidiaries’) domestic and foreign financial results. Any new taxes could adversely affect our domestic and international business operations, and our business and financial performance. Further, existing tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us. Specifically, taxation of cloud-based software is constantly evolving as many state and local jurisdictions consider the taxability of software services provided remotely. These events could require us or our customers to pay additional tax amounts on a prospective or retroactive basis, as well as require us or our customers to pay fines or penalties and interest for past amounts deemed to be due. If we raise our prices to offset the costs of these changes, existing and potential future customers may elect not to continue to use or purchase subscriptions to our platform in the future. Additionally, new, changed, modified or newly interpreted or applied tax laws could increase our customers’ and our compliance, operating and other costs, as well as the costs of our platform. Any or all of these events could harm our business and operating results.

Our success depends on the continuing efforts of our senior management and key employees and our ability to retain key executives and to attract, retain, and motivate qualified personnel.

Our future success is significantly dependent upon the continued service of our senior management and other key employees. If we lose their service, we may not be able to locate suitable or qualified replacements, and may incur additional expenses to recruit and train new staff, which could severely disrupt our business and growth. Our management members are critical to our vision, strategic direction, culture and overall business success. If there is any internal organizational structure change or change in responsibilities for our management or key personnel, or if one or more of our senior management members were unable or unwilling to continue in their present positions, the operation of our business and our business prospects may be adversely affected.

We currently have limited personnel. As of December 31, 2023, we had in total of 18 employees. We will need to attract, hire and retain additional qualified employees to achieve the Company’s objectives. Recruiting and retaining qualified technical personnel and sales and marketing personnel will be critical to our success. Our employees may choose to pursue other opportunities. If we are unable to motivate or retain key employees, our business may be severely disrupted, and our prospects could suffer. There is no assurance that our management members would not join our competitors or form a competing business. Our limited personnel and resources may result in greater workloads for our employees compared to those at companies with which we compete for personnel, which may lead to higher levels of employee dissatisfaction and turnover. Recruiting and retaining qualified research, development, marketing and sales personnel will be critical to our success.

We believe our future success depends on our continued ability to attract, develop, motivate and retain qualified and skilled employees. Competition for personnel with expertise in our industry is intense. We may not be able to hire and retain these personnel at compensation levels consistent with our existing compensation and salary structure. Some of the companies with which we compete for experienced employees have greater resources than we have and may be able to offer more attractive terms of employment. In addition, we invest significant time and resources in training our employees, which increases their value to competitors who may seek to recruit them. If we fail to retain our employees, we could incur significant expenses in hiring and training new employees, and our ability to serve customers and business partners could diminish, resulting in a material adverse effect to our business.

Our management team has limited experience managing a public company.

Most members of our management team have limited experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies in the United States. Our management team may not successfully or efficiently manage our transition to being a public company subject to significant regulatory oversight and reporting obligations under the U.S. federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition, results of operations and prospects.

Risks Related to the Regulation of Foxx’s Business and Operations

Changes in laws or regulations relating to data protection, or any actual or perceived failure by us to comply with such laws and regulations or our privacy policies, could materially and adversely affect our business or could lead to government enforcement actions and significant penalties against us, and adversely impact our operating results.

We currently do not correct any sensitive data or confidential information. There are numerous federal, state and international laws and regulations regarding privacy, data protection, information security, and the collection, storing, sharing, use, processing, transfer, disclosure, and protection of personal information and other data, and the scope of such laws and regulations may change, be subject to differing interpretations, or conflict with other laws and regulations. Further, any significant change to applicable laws, regulations, or industry practices regarding the collection, use, retention, security, or disclosure of data, or their interpretation, or any changes regarding the manner in which the consent of relevant users for the collection, use, retention, or disclosure of such data must be obtained, could increase our costs and require us to modify our services and candidate products, possibly in a material manner, which we may be unable to complete, and may limit our ability to store and process patients’ data or develop new services and features.

The legislative and regulatory landscape for data protection continues to evolve, and in recent years there has been an increasing focus on privacy and data security issues. Numerous federal and state laws, including state data breach notification laws, state health information privacy laws, and federal and state consumer protection laws, govern the collection, use, and disclosure of health-related and other personal information. Failure to comply with such laws and regulations could result in government enforcement actions and create liability for us (including the imposition of significant civil or criminal penalties), private litigation and/or adverse publicity that could negatively affect our business.

We conduct business in the United States in a heavily regulated environment, and if we fail to obtain all necessary equipment authorizations required to import, market, or sell our equipment, we could be subject to enforcement proceedings that may harm our business, financial condition, and results of operations.

Our business relies on our ability to import and market our devices in the United States. We endeavor to ensure that our operations comply with applicable laws. However, failure to comply with applicable FCC equipment authorization rules could lead to enforcement action, including monetary forfeitures or loss of equipment authorizations. FCC investigations or enforcement proceedings also require financial and other resources to defend. Any future FCC investigations or enforcement could harm our business or our financial condition.

In addition, new devices or modifications to our approved devices could require that we obtain additional equipment authorizations. Failure to obtain the requisite authorizations could likewise subject our past or present operations to FCC enforcement action, including monetary forfeitures or loss of equipment authorization. Failure to obtain necessary equipment authorizations as required for new or modified devices could preclude such devices from being imported, sold, or marketed in the United States. Further, we rely on third-parties authorized by the FCC to test our equipment to ensure compliance with applicable FCC regulations, and to submit all necessary reports and data to obtain any required FCC equipment authorizations. There is no guarantee these third-party testing laboratories have conducted equipment evaluations in accordance with recognized and generally accepted good engineering practice, or that any measurements performed or data collected conform with recognized and generally accepted good engineering practices.

The FCC’s equipment authorization rules and/or the FCC’s interpretation of those rules may change in the future. As noted above, we endeavor to comply with applicable laws and regulations, and we will rely on U.S. telecommunications counsel to evaluate the impact of any applicable changes to the FCC’s rules or rule interpretations in the future.

Changes to the Covered List may impact business, financial condition, and results of operations.

The FCC maintains and periodically updates a Covered List of communications equipment and services that have been determined by the U.S. government to pose an unacceptable risk to the national security of the United States or the security and safety of United States persons to national security pursuant to the Secure and Trusted Communications Networks Act of 2019. Equipment produced by a company on the Covered List cannot receive an equipment authorization. And, therefore, cannot be imported, marketed, or sold in the United States. The FCC has previously concluded that placement on the Covered List applies to equipment authorizations both prospectively and retrospectively. In other words, the FCC has determined that it has the authority to revoke previously issued equipment authorization as well as deny future authorizations for equipment produced by a company added to the Covered List. In addition, while the FCC has previously declined to prohibit equipment authorization for devices that incorporate equipment produced by a company on the Covered List as a component, the FCC is currently considering whether to expand its prohibition to such component parts.

While we do not anticipate our or any of our suppliers’ addition to the Covered List, the addition of our or any of our suppliers to the Covered List could negatively impact our business operations in the United States and our financial condition. Inclusion on the Covered List could result in the loss of required equipment authorizations for some or all of our equipment identified by the FCC as critical to national security. A loss of required equipment authorizations would preclude our ongoing sale of affected devices in the United States and could require us to replace affected component parts for devices imported, marketed, or sold in the United States. This could impose financial burdens and operational challenges that adversely affect our business.

We may collaborate with additional business partners outside of the United States and potentially expand into markets beyond the United States, which may incur significant cost and expose us to significant risks.

To date, we have not operated or generated any revenue outside of the United States. However, we anticipate diversifying our current supply chain by sourcing components from additional suppliers in Asia. Additionally, we may expand our market presence beyond the United States, aiming to sell our products in other regions such as Latin America. Due to our limited experience with international operations and developing and managing sales and distribution channels in international markets, our international expansion efforts may not be successful.

Operating or selling in international markets requires significant resources and management attention and subjects us to intellectual property, regulatory, economic and political risks that are different from those in the United States. As we increase our international sales efforts and explore international operations, we will face increased risks in doing business internationally that could harm our business, including:

•        the need to establish and protect our brand in international markets;

•        the need to localize and adapt our solution for specific countries, including translation into foreign languages and associated costs and expenses;

•        difficulties in staffing and managing foreign operations, particularly hiring and training qualified sales and service personnel;

•        the need to implement and offer customer care, in various languages;

•        different pricing environments, longer sales and accounts receivable payment cycles and collections issues;

•        weaker protection for intellectual property and other legal rights than in the United States and practical difficulties in enforcing intellectual property and other rights outside of the United States;

•        privacy and data protection laws and regulations that are complex, expensive to comply with and may require that client data be stored and processed in a designated territory;

•        increased risk of piracy, counterfeiting and other misappropriation of our intellectual property in our locations outside the United States;

•        new and different sources of competition;

•        general economic conditions in international markets;

•        fluctuations in the value of the U.S. dollar and foreign currencies, which may make our solution more expensive in other countries or may increase our costs, impacting our operating results when translated into U.S. dollars;

•        compliance challenges related to the complexity of multiple, conflicting and changing governmental laws and regulations, including employment, tax, telecommunications and telemarketing laws and regulations;

•        increased risk of international telecom fraud;

•        laws and business practices favoring local competitors;

•        compliance with laws and regulations applicable to foreign operations and cross border transactions, including anti-corruption laws, supply chain restrictions, import and export control laws, tariffs, trade barriers, economic sanctions and other regulatory or contractual limitations on our ability to sell our solution in certain foreign markets, and the risks and costs of non-compliance;

•        increased financial accounting and reporting burdens and complexities;

•        restrictions or taxes on the transfer of funds;

•        adverse tax consequences; and

•        unstable economic and political conditions and potential accompanying shifts in laws and regulations.

These risks could harm our international operations, increase our operating costs and hinder our ability to grow our international business and, consequently, our overall business and results of operations.

We may expand into new product or service categories, which may subject us to new regulatory clearances, approvals and compliance requirements.

We currently only engage in the sales of smartphones and tablets in the United States, but may expand into other product or service categories, including IoT products, wearables, health and wellness products, environmental management solutions, and IoT cloud platform. We may need to undergo additional testing and certifications, such as those required for FCC Equipment Authorization, Google Mobile Services (GMS), PTCRB (PCS Type Certification Review Board), Conformité Européenne (CE), Underwriters Laboratories (UL), or RoHS certification.

Some of the new product or service categories may subject us to new regulatory clearance, approval and compliance requirements, including but not limited to federal laws and regulations concerning telecommunication service providers, public utilities or public services laws and regulations, federal and state data protection, privacy and cybersecurity laws and regulations, federal and state consumer protection laws and regulations, among other laws and regulations affecting interconnection, roaming, internet openness, net neutrality, robocalling/robotexting, disabilities access, digital discrimination and other areas of potential regulations.

The changing regulatory environment may have a material impact on our ability to begin to market existing and new devices or services. If we become subject to those regulations, our failure to obtain or, once obtained, maintain, any regulatory clearances and approvals and to ensure compliance with regulatory requirements could negatively affect our business. Regulatory authorities may change their clearance or approval policies, adopt additional regulations or revise existing regulations, or take other actions which may prevent or delay clearance or approval of our products or services under development. Such policy or regulatory changes could impose additional requirements on us that could delay our ability to obtain new clearances or approvals or increase the costs of compliance.

There can be no assurance that government regulations that may become applicable to our products or the interpretation of those regulations will not change or that our will be able to obtain any required regulatory clearances and approvals for its products. The extent of potentially adverse government regulation that might arise from future legislation or administrative action and the impact on our business and results of operations cannot be predicted.

Recent and future federal legislative, regulatory and executive actions on information and communications technology and services involving national security and foreign ownership restrictions or requirements may substantially limit the scope of our operations, impact our abilities to expand into new products or services, or substantially or severely impact our operations or financial results.

In recent years, the U.S. Government has expressed concerns with the security of information and communications technology and services (“ICTS”) sourced from providers in China, Russia, and other jurisdictions. The U.S. Congress and various executive agencies, including the FCC, the Department of Commerce, and the Department of Justice, have enacted, imposed or proposed a series of measures aimed at increasing oversight of certain commercial transactions involving Chinese companies or investments by such companies in the United States.

For example, under the authority conferred by Executive Order 13873, issued in May 2019, the Department of Commerce promulgated final rules (the “ICTS Rules”) in January 2021 under 15 C.F.R. Part 7 that broadly empowers that agency (in consultation with other executive agencies) to block, condition, or regulate any “transaction” involving the “acquisition, importation, transfer, installation, dealing in, or use of any information and communications technology or service” designed, developed, manufactured, or supplied by a Chinese company (i.e., given China’s designation as a “foreign adversary” under Executive Order 13873) that poses “undue risks or unacceptable risks” to U.S. national security. An additional Executive Order, issued January 19, 2021, directs the Commerce Department to adopt rules requiring Infrastructure-as-a-Service providers to collect additional information about their customers and new record-keeping requirements, and would allow the Department of Commerce to take actions to address “malicious cyber-enabled activities.” In June 2023, the Department published an amended rules to the ICTS Rules to clarify its ability to regulate transactions involving software, including so-called “connected software applications,” and to further enumerate the criteria that the Department will consider when reviewing such transactions.

Similarly, in April 2020, the President published Executive Order 13913 to formalize an ad-hoc inter-agency group as the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector (the “Team Telecom”). The Executive Order empowers Team Telecom to review FCC license and transfer applications involving foreign participation to determine whether grant of the requested license or transfer approval may pose a risk to the national security or law enforcement interests of the United States, and to review existing licenses to identify any additional or new risks to national security or law enforcement interests that did not exist when a license was first granted. Following an investigation, Team Telecom may recommend that the FCC revoke or modify existing licenses or deny or condition approval of new licenses and license transfers. The FCC refers three types of licenses or authorizations to the Telecom Committee: (1) international Section 214 authorizations allowing telecommunications carriers to provide telephone service between the United States and foreign points; (2) submarine cable licenses allowing persons to operate submarine cables that connect the United States with a foreign country or with another portion of the United States; and (3) common carrier, broadcast, or aeronautical radio station licenses when the applicant is a corporation with foreign ownership over certain thresholds.

In addition, in April 2023, the FCC proposed new rules to overhaul its licensing requirements and review process for providers that hold “international Section 214 authorization,” as provided under Section 214 of the Communications Act of 1934, by requiring enhanced disclosures about licensees’ foreign ownership, use of “untrusted” equipment and “foreign-owned managed network service providers,” as well as making those licenses subject to periodic national security reviews.

In November 2023, the FCC also adopted new rules to expand its equipment authorization rules to apply to equipment “components,” and potentially enable revocation of current authorizations for national security reasons. Under the new rules, the FCC will not issue new authorizations for telecommunications equipment produced by certain Chinese entities identified in a cover list, until the FCC approves these entities’ plans to ensure that their equipment is not marketed or sold for public safety purposes, government facilities, critical infrastructure, or other national security purposes. The FCC did not, however, revoke any of its prior authorizations for these companies’ equipment, although it sought comments on whether it should do so in the future.

In August 2023, the President issued Executive Order 14105, which addresses national security risks arising from outbound capital investment from the United States to foreign companies involved in certain sensitive technologies. The order asked the Department of Treasury to establish an outbound investment review regime (the “Outbound Investment Review Regime”) to screen outbound capital flows that can be exploited to accelerate development of technologies used to support foreign countries’ military, intelligence, surveillance, and cyber capabilities. The order cited China, Hong Kong and Macau as a country of concern. On August 14, 2023, the Treasury Department published an Advanced Notice of Proposed Rulemaking (ANPRM) to solicit public comment to implement the Outbound Investment Review Regime in three categories of covered national security technologies and products: semiconductors and microelectronics, quantum information technologies, and artificial intelligence (AI) systems.

Lastly, in February 2024, the National Security Division of the Department of Justice published an Advanced Notice of Proposed Rulemaking (ANPRM) to seek public comments on the establishment of a new licensing and screening regime (“Outbound Data Transfer Review Regime”) to restrict U.S. persons from transferring bulk sensitive personal data and select U.S. government data to covered foreign persons in China (including Hong Kong and Macau), Cuba, Iran, North Korea, Russia, and Venezuela, through the means of data brokerage, vendor agreement, employment agreement and investment agreement.

This patchwork of sector-specific and general regulatory restrictions, limits or review requirements may have varying level of impacts on our operations and financial performance. Some of the regulatory actions have not been finalized, with its final content or requirements subject to change. Many of the regulatory actions, even if finalized or adopted, have not been fully implemented or operationalized, and there are significant discretions or uncertainties with regard to the ways and manners under which such actions may be enforced and interpreted by the relevant regulatory authorities.

We currently do not transact with any entities on the “Covered List” under FCC’s equipment authorization regime, or any entity subject to export control or economic sanctions. In addition, we do not currently operate any telecommunication services and do not intent to operate any telecommunication services in the near future or apply for a Section 214 license, and are therefore not subject to Team Telecom or FCC national security review regimes or requirements. In addition, we have not received any subpoena, notice, or correspondence with any regulatory agencies arising from the ICTS Rules, and have no reason to believe that we have engaged in any transactions subject to the ICTS Rules.

We currently work with suppliers in China for various components, excluding SoCs, in our product assembly, while proposed regulations such as the Outbound Investment Review and Outbound Data Transfer regimes may heighten scrutiny on our transactions, leading to operational adjustments, increased compliance costs, and potential limitations on funding and strategic opportunities.

The Outbound Investment Review Regime and the Outbound Data Transfer Review Regime, if and depending as to how they are implemented, together with enhanced powers assigned to the Committee on Foreign Investment in the United States (CFIUS), export control and trade restrictions managed by the Department of Commerce, and the economic sanctions regime managed by the Office of Foreign Asset Control (OFAC) within the Department of Treasury, could result in increased scrutiny of transactions involving our business and potential interference with business transactions that we deem to be beneficial. If the ICTS Rules are applied against us, or the Outbound Investment Review Regime and the Outbound Data Transfer Review Regime are finalized in a way that affects our operations, products and services or business relationships, we may be forced to limit or change our future product or service offerings, cease business partnerships or collaborations with certain Chinese and foreign companies for R&D or manufacturing, and otherwise significantly change our operations or business models to comply with applicable rules and regulations. Such compliance costs may cause significant financial cost, reputational damages, otherwise reduce our profits. In addition, there is significant uncertainty as to how such rules and regulations will be implemented and enforced, to the extent that any transactions that the company seeks to engage may be subject to review under the ICTS Rules, the Outbound Investment Review Regime and the Outbound Data Transfer Review Regime, we may also be severely limited in our abilities to secure outside funding, or explore strategic acquisition or investment opportunities with covered individuals or entities, or may be forced to abandon covered transactions. In the event of regulatory changes or reviews, we may need to collaborate with other suppliers or manufacturers in Southeast Asia for our product production, potentially causing additional time-to-market delays and impacting profitability.

Risks Related to Foxx’s Intellectual Property

Our intellectual property rights are valuable and any inability to protect our intellectual property rights could harm our business and operating results.

Our future success and competitive position depend in part on our ability to protect our intellectual property and proprietary business know-hows. Our practice is to require employees and consultants to execute non-disclosure and proprietary rights agreements upon commencement of employment or consulting arrangements. These agreements acknowledge our exclusive ownership of all intellectual property developed by the individuals during their work for us and require that all proprietary information disclosed will remain confidential. Such agreements may not be enforceable in full or in part in all jurisdictions and any breach could have a negative effect on our business and our remedy for such breach may be limited.

While we take steps to protect our intellectual property, the steps we take may be inadequate to prevent infringement, misappropriation, or other violations of our intellectual property rights. We will not be able to protect our intellectual property if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property. We may be required to resources to monitor and protect our intellectual property rights. From time to time, legal action by us may be necessary to enforce our intellectual property rights, to protect our trade secrets, to determine the validity and scope of the intellectual property rights of others or to defend against claims of infringement or invalidity. Such litigation could result in costs and diversion of resources.

Assertions by third parties of infringement or other violations by us of their intellectual property rights, whether or not correct, could result in significant costs and harm our business and operating results.

Third parties may in the future assert claims of infringement, misappropriation or other violations of intellectual property rights against us. They may also assert such claims against our customers, whom we may indemnify against claims that our products infringe, misappropriate, or otherwise violate the intellectual property rights of third parties. If we do infringe a third party’s rights and are unable to provide a sufficient workaround, we may need to negotiate with holders of those rights to obtain a license to those rights or otherwise settle any infringement claim as a party that makes a claim of infringement against us may obtain an injunction preventing us from shipping products containing the allegedly infringing technology. As the number of products and competitors in our market increase and overlaps occur, claims of infringement, misappropriation and other violations of intellectual property rights may increase. Any claim of infringement, misappropriation or other violation of intellectual property
rights by a third party, even those without merit, could cause us to incur substantial costs defending against the claim and could distract our management from our business.

Future assertions of patent rights by third parties, and any resulting litigation, may involve patent holding companies or other adverse patent owners who have no relevant product revenues and against whom our own patents may therefore provide little or no deterrence or protection. There can be no assurance that we will not be found to infringe or otherwise violate any third-party intellectual property rights or to have done so in the past.

An adverse outcome of a dispute may require us to:

•        Pay substantial damages, including treble damages, if we are found to have willfully infringed a third party’s patents or copyrights

•        Make substantial payments for legal fees, settlement payments or other costs or damages;

•        Cease selling, making, licensing or using products that are alleged to infringe or misappropriate the intellectual property of others;

•        Expend additional development resources to attempt to redesign our products or otherwise develop non-infringing technology, which may not be successful;

•        Enter into potentially unfavorable royalty or license agreements to obtain the right to use necessary technologies or intellectual property rights;

•        Take legal action or initiate administrative proceedings to challenge the validity and scope of the third-party rights or to defend against any allegations of infringement; and

•        Indemnify our partners and other third parties.

In addition, royalty or licensing agreements, if required or desirable, may be unavailable on terms acceptable to us, or at all, and may require significant royalty payments and other expenditures. Some licenses may also be non-exclusive, and therefore our competitors may have access to the same technology licensed to us. Any of the foregoing events could seriously harm our business, financial condition, and results of operations.

Even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and harm our business and operating results. Moreover, there could be public announcements of the results of hearings, motions or other interim proceedings or developments and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our ordinary shares. We expect that the occurrence of infringement claims is likely to grow as the market for our products and solutions grows.

Accordingly, our exposure to damages resulting from infringement claims could increase and this could further exhaust our financial and management resources.

Some aspects of our technology include open source software, and any failure to comply with the terms of one or more of these open source licenses could harm our business.

Our research and development of products, particularly the development of modules for integration into environmental management solutions, incorporate software covered by open-source licenses. For example, we use open-source algorithms such as Linear Regression, Neural Networks, and SLAM technology in developing these modules. The terms of various open-source licenses have not been interpreted by U.S. courts, creating a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our research and development

based on such open-source resources. If the use of open-source algorithms is limited or restricted by the providers of such algorithms or due to regulations, our research and development could be interrupted and delayed, necessitating the search for alternative sources or modifications to our research methods. In addition to risks related to license requirements, use of open-source software can lead to greater risks than use of third-party commercial software, as open-source licensors generally do not provide warranties or controls on the origin of the software. Many of the risks associated with use of open-source software cannot be eliminated and, if such risks materialize, could harm our business.

Moreover, we cannot assure you that our processes for use of open-source software will be effective. If we are held not to have complied with the terms of an applicable open-source software license, we could be required to seek licenses from third parties to continue offering our services on terms that are not economically feasible, to re-engineer our technology to remove or replace the open source software, to discontinue the use of certain technology if re-engineering could not be accomplished on a timely basis, to pay monetary damages, to make generally available the source code for our proprietary technology, or to waive certain intellectual property rights, any of which could harm our business.

Responding to any infringement or other enforcement claim, regardless of its validity, could harm our business, results of operations, and financial condition, by, among other things:

•        resulting in time-consuming and costly litigation;

•        diverting management’s time and attention from developing our business;

•        requiring us to pay monetary damages or enter into royalty and licensing agreements that we would not normally find acceptable;

•        requiring us to redesign certain components of our research and development objectives using alternative non-infringing source technology or practices, which could require significant effort and expense;

•        disrupting our research and development processes if we are forced to cease offering certain services;

•        requiring us to waive certain intellectual property rights associated with use of open source software, or contributions to third-party open source projects; and

•        requiring us to satisfy indemnification obligations.

We have integrated, and may continue to integrate in the future, open-source AI algorithms in certain tools and features available on our platform. AI technology presents various operational, compliance, and reputational risks and if any such risks were to materialize, our business and results of operations may be adversely affected.

We have integrated open-source AI algorithms in many aspects of research and development of new modules. We may continue to integrate open-source AI algorithms in the research and development of new product or service offerings. Given that AI is a rapidly developing technology that is in its early stages of business use, it presents a number of operational, compliance and reputational risks. AI algorithms are currently known to sometimes produce unexpected results and behave in unpredictable ways that can generate irrelevant results, which, if incorporated into our research and development, these open-source components may result in unexpected outcomes that may not support our research and development objectives. Similarly, the data set could contain copyrighted material resulting in infringing output.

We expect that there will continue to be new laws or regulations concerning the use of AI technology, which might be burdensome for us to comply with and may limit our ability to offer or enhance our existing tools and features or new offerings based on AI technology. Further, the use of AI technology involves complexities and requires specialized expertise. We may not be able to attract and retain top talent to support our AI technology initiatives. If any of the operational, compliance or reputational risks were to materialize, our business and results of operations may be adversely affected.

We may be subject to risks associated with AI and open-source AI algorithms.

Recent technological advances in AI and open-source AI algorithms may pose risks to us. Our use of open-source AI algorithms could give rise to legal or regulatory action, create liabilities, or materially harm our business. While we aim to use open-source AI algorithms responsibly and attempt to mitigate ethical and legal issues presented by its use, we may ultimately be unsuccessful in identifying or resolving issues before they arise. Further, as the technology is rapidly evolving, costs and obligations could be imposed on us to comply with new regulations.

We also could be exposed to the risks of open-source AI algorithms if third-party service providers or any counterparties, whether or not known to us, also use the same open-source AI algorithms in their business activities. We will not be in a position to control the use of such technology in third-party products or services. Use by third-party service providers could give rise to issues pertaining to competition, data privacy, data protection, and intellectual property considerations.

Risks Related to Foxx’s Financial Performance

We may not be able to raise or it may only be available on terms unfavorable to us or our stockholders, which may result in our inability to fund our working capital requirements and harm our operational results.

We have and expect to continue to have substantial working capital needs. Our cash on hand, together with cash generated from product sales, services, cash equivalents and short-term investments will not meet our working capital and capital expenditure requirements for the next twelve months. In fact, we will be required to raise additional funds throughout 2023 or we will need to limit operations until such time as we can raise substantial funds to meet our working capital needs. In addition, we will need to raise additional funds to fund our operations and implement our growth strategy, or to respond to competitive pressures and/or perceived opportunities, such as investment, acquisition, marketing and development activities. Accordingly, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing that we may secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our business may be adversely affected.

If we experience operating difficulties or other factors, many of which may be beyond our control, cause our revenues or cash flows from operations, if any, to decrease, we may be limited in our ability to spend the capital necessary to complete our development, marketing and growth programs. We require additional financing, in addition to the anticipated cash generated from our operations, to fund our working capital requirements. Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited. In such a capital restricted situation, we may curtail our marketing, development, and operational activities or be forced to sell some of our assets on an untimely or unfavorable basis.

Our operating losses have raised substantial doubt regarding our ability to continue as a going concern.

Our operating losses raise substantial doubt about our ability to continue as a going concern. As a result, our independent registered public accounting firm included an explanatory paragraph in its report on our financial statements as of and for the years ended December 31, 2023 and 2022 with respect to this uncertainty. The perception of our ability to continue as a going concern may make it more difficult for us to obtain financing for the continuation of our operations and could result in the loss of confidence by investors, suppliers and employees.

If we fail to properly manage our anticipated growth, our business could suffer.

We intend to grow and may experience periods of rapid growth and expansion, which could place a significant additional strain on our limited personnel, information technology systems and other resources. Any failure by us to manage our growth effectively could have an adverse effect on our ability to achieve our commercialization and development goals.

To achieve our goals, we must successfully increase manufacturing output to meet potential expected customer demand. In the future, we may experience difficulties with manufacturing, quality control, component supply, inventory, distribution and shortages of qualified personnel, among other problems. These problems could result in delays in availability of our scanner systems and increases in expenses. Any such delay or increased expense could adversely affect our ability to generate revenue.

Future growth will also impose significant added responsibilities on management, including the need to identify, recruit, train and integrate additional employees. In addition, rapid and significant growth will place a strain on our administrative and operational infrastructure.

In order to manage our operations and growth we will need to continue to improve our operational and management controls, reporting and information technology systems and financial internal control procedures. If we are unable to manage our growth effectively, it may be difficult for us to execute our business strategy and our operating results and business could suffer.

We have identified a material weakness in our internal control over financial reporting. Failure to maintain effective internal controls could cause our investors to lose confidence in us and adversely affect the market price of PubCo Common Stock. If our internal controls are not effective, we may not be able to accurately report our financial results or prevent fraud.

Effective internal control over financial reporting is necessary for us to provide reliable financial reports in a timely manner. In connection with the preparation of our financial statements for the years ended December 31, 2023 and December 31, 2022, we concluded that there was a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Specifically, we concluded that during the years ended December 31, 2023, and December 31, 2022, our disclosure controls and procedures were not effective due to a material weakness in our internal controls over financial reporting related to valuation of matters associated with accounting for warrants, derivatives and unit-based compensation awards, particularly as they relate to management’s process for developing the estimates, their application of the appropriate methodologies utilized, their evaluation of the completeness and accuracy of the underlying data utilized in deriving the estimates, and the appropriateness and support of the projected cash flow information. We have also identified material weakness in the complete identification and legal and accounting interpretation of the complex terms in historical legal documents, including those related to debt and equity arrangements, as well as other documents including consulting arrangements and legal judgments. Generally, our internal controls over financial reporting, including those related to the financial reporting close process, technical accounting interpretations and the booking of such balances, and the review and approval of journal entries, are also an identified material weakness.

While we have designed and implemented, or expect to implement, measures that we believe address or will address this control weakness, we continue to develop our internal controls, processes and reporting systems by, among other things, hiring qualified personnel with expertise to perform specific functions, and designing and implementing improved processes and internal controls, including ongoing senior management review and audit committee oversight. We plan to remediate the identified material weakness by hiring financial consultants and expect to hire additional accounting staff to complete the remediation. We expect to incur additional costs to remediate this weakness, primarily personnel costs and external consulting fees. We may not be successful in implementing these systems or in developing other internal controls, which may undermine our ability to provide accurate, timely and reliable reports on our financial and operating results. Further, we will not be able to fully assess whether the steps we are taking will remediate the material weakness in our internal control over financial reporting until we have completed our implementation efforts and sufficient time passes in order to evaluate their effectiveness. In addition, if we identify additional material weaknesses in our internal control over financial reporting, we may not detect errors on a timely basis and our financial statements may be materially misstated.

Our independent registered public accounting firm did not perform an evaluation of our internal control over financial reporting during any period in accordance with the provisions of the Sarbanes-Oxley Act. However, in the course of auditing our consolidated financial statements for the financial statements included elsewhere in this prospectus, we identified two material weaknesses in our internal control over financial reporting. As defined in standards established by the PCAOB, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified relate to: (i) lack of sufficient segregation of duties due to limited resources, (ii) lack of adequate design of controls and proper documentation needed in order to demonstrate that controls in place are operating effectively for significant transaction classes, (iii) inability to prepare complete and accurate financial statements in accordance with GAAP in a timely manner, (iv) inefficient oversight of those charged with governance with respect to complete and accurate financial reporting, (v) lack of appropriate controls surrounding authorized signor access for bank accounts, and (vi) inappropriate implementation of controls over the identification of related party transactions. Additionally, each of the aforementioned material weaknesses could result in a misstatement of the consolidated financial statements that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

We continue to focus on internal control over financial reporting and have taken certain measures to remediate the material weaknesses described above, including hiring additional qualified personnel to ensure proper segregation of duties and perform more effective risk assessment, and designing and implementing formal procedures and controls supporting the Company’s period-end financial reporting process, such as controls over the preparation and review of account

reconciliations and disclosures in the consolidated financial statements. We are in the process of implementing additional measures designed to enable us to meet the requirements of being a public company, establishing an internal audit function and standardizing the Company’s semi-annual and year-end closing and financial reporting processes, to improve our internal control over financial reporting and remediate the control deficiencies that led to the material weaknesses, including hiring additional information technology, finance and accounting personnel, evaluating our financial and information technology control environment and augmenting our internal controls with new accounting policies and procedures, and designing and implementing financial reporting controls, income tax controls, and information technology general controls.

We are working to remediate the material weaknesses. At this time, we cannot provide an estimate of costs expected to be incurred in connection with implementing a remediation plan; however, these remediation measures will be time consuming and will place significant demands on our financial and operational resources. While we believe that these measures will improve our internal control over financial reporting, the implementation of these measures is ongoing, and we cannot assure you that we will be successful in doing so or that these measures will significantly improve or remediate the material weaknesses described above. We cannot assure you that the measures we have taken to date, and are continuing to implement, will be sufficient to remediate the material weaknesses we have identified or avoid potential future material weaknesses. If the steps we take do not correct the material weaknesses in a timely manner, we will be unable to conclude that we maintain effective internal control over financial reporting. We also cannot assure you that there will not be any additional material weaknesses in our internal control over financial reporting in the future.

We expect that we will need to implement new systems to enhance and streamline the management of our financial, accounting, human resources and other functions. However, such systems will likely require us to complete many processes and procedures for the effective use of the systems, which may result in substantial costs. Any disruptions or difficulties in implementing or using these systems could adversely affect our controls and harm our business. Moreover, such disruption or difficulties could result in unanticipated costs and diversion of management attention. In addition, we may discover additional weaknesses in our system of internal financial and accounting controls and procedures that could result in a material misstatement of our financial statements. Our internal control over financial reporting will not prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.

We may not be able to remediate any material weaknesses prior to the deadline imposed by Section 404(a) of the Sarbanes-Oxley Act for management’s assessment of internal control over financial reporting. The failure to achieve and maintain effective internal control over financial reporting could have a material adverse effect on our business, financial condition and results of operations. In the event that we are not able to successfully remediate the existing material weaknesses in our internal control over financial reporting or identify additional material weaknesses, or if our internal control over financial reporting is perceived as inadequate or it is perceived that we are unable to produce timely or accurate consolidated financial statements, investors may lose confidence in our results of operations, the price of our common stock could decline, we could become subject to investigations by the stock exchange on which our common stock is listed, the SEC or other regulatory agencies, which could require additional financial and management resources, or our common stock may not be able to remain listed on such exchange.

Risks Related to the Business Combination and Redemptions

ACAC will incur significant transaction and transition costs in connection with the Business Combination.

ACAC has incurred and expects to incur significant, non-recurring costs in connection with consummating the Business Combination. Certain transaction expenses incurred in connection with the Business Combination, including all legal, accounting, consulting, investment banking and other fees, expenses, and costs, will be paid by PubCo at or following the closing of the Business Combination.

ACAC will have limited rights after the Closing to make claims for damages against Foxx or Foxx Stockholders for the breach of representations, warranties, or covenants made by Foxx in the Business Combination Agreement.

The Business Combination Agreement provides that, except in the case of fraud, all of the representations, warranties and covenants, obligations or other agreements of the parties contained therein shall not survive the Closing, except for a limited number of covenants, obligations or other agreements of the parties that by their terms apply or are to be performed in whole or in part after the Closing, and then only with respect to breaches occurring after Closing.

Accordingly, except in the case of fraud, ACAC will have no rights to make damage claims against Foxx after the Closing with respect to any breach of the representations and warranties, and will have limited rights to make damage claims against Foxx after the Closing with respect to covenants, or agreements contained in the Business Combination Agreement that survive and the covenants to be performed in whole or in part after the Closing.

After the Closing, PubCo may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and the price of shares of PubCo Common Stock, which could cause you to lose some or all of your investment.

Although ACAC has conducted due diligence on Foxx, ACAC cannot assure you that this diligence revealed all material issues that may be present in Foxx’s business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of ACAC’s and Foxx’s control will not later arise. As a result, after the Closing, PubCo may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if ACAC’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with ACAC’s preliminary risk analysis. Even though these charges may be non-cash items and may not have an immediate impact on PubCo’s liquidity, the fact that PubCo may incur charges of this nature could contribute to negative market perceptions about the PubCo’s securities. In addition, charges of this nature may cause PubCo to be unable to obtain future financing on favorable terms or at all. Accordingly, any ACAC stockholder who chooses to remain a stockholder of the PubCo following the Business Combination could suffer a reduction in the value of their shares of PubCo Common Stock. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by ACAC’s officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation relating to the Business Combination contained an actionable material misstatement or material omission.

The Founders own ACAC Common Stock that will be worthless and may incur reimbursable expenses that may not be reimbursed or repaid if the Business Combination is not approved. Such interests may have influenced their decision to approve and, in the case of the Board, recommend, the Business Combination with Foxx.

The Founders and/or their affiliates beneficially own or have a pecuniary interest in the Founder Shares, Private Warrants and Working Capital Shares. As of the Record Date, the Founders owned and were entitled to vote 2,156,250 shares of ACAC Class B Common Stock, representing approximately 54.3% of the voting power of the shares of ACAC Common Stock outstanding. The holders have no redemption rights with respect to these securities in the event a business combination is not effected in the required time period. Therefore, if the Business Combination with Foxx or another business combination is not approved within the required time period, such securities held by such persons will be worthless. Based upon the closing price of ACAC Class A Common Stock of $            per share on Nasdaq on the Record Date, such securities had an implied aggregate market value, assuming the Business Combination is consummated, of approximately $            million. Accordingly, the Founders may be incentivized to complete the Business Combination, or an alternative business combination, with a less favorable target company or on terms less favorable to stockholders than they would otherwise recommend or approve, as the case may be, rather than allow ACAC to wind up having failed to consummate a business combination and lose their entire investment. Furthermore, the Founders are entitled to reimbursement of out-of-pocket expenses incurred by them related to identifying, investigating, and consummating an initial business combination. Any such expenses will be repaid upon completion of the Business Combination with Foxx. As of the date of this proxy statement/prospectus, no such reimbursable expenses have been incurred. If any such expenses are incurred, however, if ACAC fails to consummate the Business Combination, they will not have any claim against the Trust Account for repayment or reimbursement. Accordingly, ACAC may not be able to repay or reimburse these amounts if the Business Combination is not completed. See the section entitled “Proposal 1: The Business Combination Proposal — Interests of the Founders and ACAC’s Directors and Officers in the Business Combination.”

These financial interests may have influenced the decision of ACAC’s directors to approve the Business Combination with Foxx and to continue to pursue such Business Combination. In considering the recommendations of ACAC’s Board to vote for the Business Combination Proposal and other Proposals, ACAC’s stockholders should consider these interests.

The Public Stockholders will experience immediate dilution as a consequence of the issuance of Purchaser Common Stock as consideration in the Business Combination.

Pursuant to the Business Combination Agreement, at the Effective Time, by virtue of the Acquisition Merger and the Business Combination Agreement, and without any action on the part of ACAC, Purchaser, Merger Sub, Foxx, Foxx Stockholders, the Foxx Stockholders’ shares of Foxx Common Stock issued and outstanding immediately prior to the Effective Time (including shares of Foxx Common Stock issuable upon conversion of the principal and accrued interests of the promissory notes of Foxx in the Transaction Financing) will be cancelled and automatically converted into (i) the right to receive, without interest, the applicable portion of the Closing Payment Stock, and (ii) the contingent right to receive the applicable portion of the Earnout Shares, if, as and when payable in accordance with the earnout provisions of the Business Combination Agreement; for avoidance of any doubt, each Foxx Shareholder will cease to have any rights with respect to such Foxx Shareholder’s shares of Foxx Common Stock, except the right to receive the Closing Payment Stock and the Earnout Shares. “Closing Payment Stock” means 5,000,000 shares of Purchaser Common Stock, which are equal or equivalent in value to the sum of $50,000,000 divided by $10.00 per share. “Earnout Shares” means 4,200,000 shares of Purchaser Common Stock, which are equal or equivalent in value to the sum of $42,000,000 divided by $10.00 per share, subject to the vesting schedule set forth in the Business Combination Agreement. The issuance of additional Purchaser Common Stock will significantly dilute the equity interests of existing holders of ACAC securities, and may adversely affect prevailing market prices for the ACAC Class A Common Stock.

The exercise of ACAC’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination Agreement may result in a conflict of interest when determining whether such changes to the terms of the Business Combination Agreement or waivers of conditions are appropriate and in the best interests of ACAC’s stockholders.

In the period leading up to the Closing, events may occur that, pursuant to the Business Combination Agreement, would require ACAC to agree to amend the Business Combination Agreement, to consent to certain actions taken by Foxx or to waive rights that ACAC is entitled to under the Business Combination Agreement. Such events could arise because of changes in the course of Foxx’s business, a request by Foxx to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on Foxx’s business and would entitle ACAC to terminate the Business Combination Agreement. In any of such circumstances, it would be at ACAC’s discretion, acting through its Board, to grant its consent or waive those rights. The existence of the financial and personal interests of the directors described in the preceding risk factors may result in a conflict of interest on the part of one or more of the directors between what he, she or they may believe is best for ACAC and what he, she or they may believe is best for himself, herself, or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, ACAC does not believe there will be any material changes or waivers that ACAC’s directors and officers would be likely to make after the mailing of this proxy statement/prospectus. ACAC will circulate a supplemental or amended proxy statement/prospectus if changes to the terms of the Business Combination that would have a material impact on its stockholders are required prior to the vote on the Business Combination Proposal.

If ACAC is unable to complete the Business Combination with Foxx or another business combination by April 14, 2023 (or such later date as may be approved by ACAC’s stockholders), its Public Stockholders may receive only approximately $[__] per Public Share, or less than such amount in certain circumstances based on the balance of the Trust Account (as of the Record Date), and the ACAC Warrants will expire worthless.

Pursuant to the Business Combination Agreement, there are various closing conditions to be satisfied in order to complete the Business Combination, some of which are beyond ACAC’s control. If ACAC is unable to complete the Business Combination or any other alternative business combination, to the extent that the Business Combination Agreement is terminated for any reason, within the required period under the Current Charter, Public Stockholders may only receive approximately $[__] per Public Share on the liquidation of the Trust Account, based on the balance of the Trust Account (as of the Record Date), and its warrants will expire worthless.

If ACAC is unable to complete the Business Combination with Foxx or another business combination by April 14, 2023 (or such later date as may be approved by ACAC’s stockholders), ACAC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining stockholders and its Board, dissolving and liquidating. In such event, third parties may bring claims against ACAC and, as a result, the proceeds held in the Trust Account could be reduced and the per-share liquidation price received by stockholders could be less than $10.20per Public Share, and the ACAC Warrants will expire worthless.

Under the terms of the Current Charter, ACAC must complete the Business Combination with Foxx or another business combination by April 14, 2023 (or such later date as may be approved by Public Stockholders in an amendment to its Current Charter), or ACAC must (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to ACAC to pay our taxes (less up to $ [__] of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of ACAC’s remaining stockholders and the Board, dissolve and liquidate, subject in each case to ACAC’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such event, third parties may bring claims against ACAC. Although ACAC seeks waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties will waive any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, there is no guarantee that vendors, regardless of whether they execute such waivers, will not seek recourse against the Trust Account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the Trust Account could be subject to claims which could take priority over those of the Public Stockholders. If ACAC is unable to complete a business combination within the required time period, the Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to ACAC, or a prospective target business with which ACAC has discussed entering into a Business Combination Agreement, reduce the amount of funds in the Trust Account to below (i) $[__] per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of ACAC. Additionally, we have not asked the Sponsor to reserve for such indemnification obligations. Therefore, we cannot assure you that the Sponsor would be able to satisfy such indemnification obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the Business Combination and redemptions could be reduced to less than $[__] per Public Share. In such event, we may not be able to complete the Business Combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares. None of our officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Additionally, if ACAC is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if ACAC otherwise enters compulsory or court supervised liquidation, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of ACAC’s stockholders. To the extent any bankruptcy claims deplete the Trust Account, ACAC may not be able to return to its Public Stockholders at least $[__] per share of ACAC Class A Common Stock. There will be no redemption rights or liquidating distributions with respect to the ACAC Warrants, which will expire worthless if ACAC fails to complete an initial business combination within the required period.

ACAC’s stockholders may be held liable for claims by third parties against ACAC to the extent of distributions received by them.

If ACAC is unable to complete the Business Combination with Foxx or another business combination within the required time period, ACAC will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held

in the Trust Account and not previously released to us to pay our taxes (less up to $ [__] of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of ACAC’s remaining stockholders and our Board, dissolve and liquidate, subject in each case to ACAC’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. ACAC cannot assure you that it will properly assess all claims that may potentially be brought against ACAC. As such, ACAC’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, ACAC cannot assure you that third parties will not seek to recover from its stockholders amounts owed to them by ACAC.

If ACAC files a bankruptcy petition or an involuntary bankruptcy petition is filed against ACAC that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in ACAC’s bankruptcy estate and subject to the claims of third parties with priority over the claims of ACAC’s stockholders. To the extent any bankruptcy claims deplete the Trust Account, ACAC cannot provide any assurance that ACAC will be able to return $10.20 per share to our Public Stockholders. Additionally, if ACAC files a bankruptcy petition or an involuntary bankruptcy petition is filed against ACAC that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by ACAC’s stockholders. Furthermore, the Board may be viewed as having breached its fiduciary duty to ACAC’s creditors and/or may have acted in bad faith, thereby exposing itself and our company to claims of punitive damages, by paying Public Stockholders from the Trust Account prior to addressing the claims of creditors. ACAC cannot provide any assurance that claims will not be brought against ACAC for these reasons.

Activities taken by existing Public Stockholders to increase the likelihood of approval of the Business Combination Proposal and the other Proposals could have a depressive effect on ACAC Class A Common Stock.

At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding ACAC or its securities, the Founders, Foxx, or Foxx Stockholders and/or their respective affiliates may enter into transactions with such investors and others to provide them with incentives to acquire Purchaser Class A Common Stock or vote their shares in favor of the Business Combination Proposal. The purpose of such transactions would be to increase the likelihood of satisfaction of the requirements to consummate the Business Combination where it appears that such requirements would otherwise not be met. Entering into any such arrangements may have a depressive effect on ACAC Class A Common Stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he, she or it owns, either prior to or immediately after the Special Meeting.

If the Adjournment Proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the Business Combination, the Board will not have the ability to adjourn the Special Meeting to a later date in order to solicit further votes, and, therefore, the Business Combination will not be approved.

We are dependent upon our current executive officers and directors and their loss could adversely affect our ability to operate.

Our operations are dependent upon a relatively small group of individuals and, in particular, our executive officers and directors. We believe that our success depends on the continued service of our officers and directors, at least until we have completed the Business Combination.

The Founders have agreed to vote in favor of the Business Combination, regardless of how our Public Stockholders vote.

The Founders have agreed to vote the Founder Shares and Private Warrants, as well as any Public Shares purchased during or after the Initial Public Offering, in favor of the Business Combination.

As of the Record Date, the Founders owned and were entitled to vote 2,156,250 shares of ACAC Class B Common Stock, representing approximately 54.3% of the voting power of the shares of ACAC Common Stock outstanding. As a result, in addition to the Founder Shares, we would need [__] shares (or [__]% of the [__] Public Shares) in order to have the Business Combination Proposal approved (assuming all outstanding shares voted); or [__] shares ([__]% of the [__] Public Shares) in order to have the Business Combination Proposal approved (assuming only the quorum is present and voted). Accordingly, it is more likely that the necessary stockholder approval will be received than would be the case if such persons agreed to vote their shares in accordance with the majority of the votes cast by our Public Stockholders.

The Founders and ACAC’s advisors may have interests in the Business Combination different from the interests of ACAC’s stockholders.

The Founders have financial interests in the Business Combination that are different from, or in addition to, those of other Public Stockholders generally. Specifically, the Founders collectively acquired 2,156,250 Founder Shares at a purchase price of approximately $0.01 per share, 5,240,000 Private Warrants at a purchase price of $1.00 per warrant. However, the number of Closing Payment Stock is based on a deemed price per share of $10.00 per share. Therefore, the Founders could make a substantial profit after the Business Combination from their acquisition of Founder Shares and/pr Private Warrants as discussed above, even if the Business Combination subsequently declines in value or is unprofitable for the Public Stockholders, or the Public Stockholders experience substantial losses in their investment in PubCo. If ACAC does not consummate an initial business combination by April 14, 2024 (or such later date as may be approved by ACAC’s stockholders), the Founder Shares and Private Units held by the Sponsor are not entitled to redemption from the Trust Account and will become worthless. As a result, the Sponsor may be incentivized to complete the Business Combination, or an alternative initial business combination with a less favorable company or on terms less favorable to Public Stockholders, rather than to liquidate, in which case the Sponsor would lose their entire investment. As a result, the Sponsor may have a conflict of interest in determining whether Foxx is an appropriate business with which to effectuate a business combination and/or in evaluating the terms of the Business Combination.

Furthermore, as of the date hereof, ACAC issued 16 promissory notes to the Sponsor and/or its designees in connection with the Monthly Extension Payments in a total amount of $1,735,923. The Sponsor has the right, but not the obligation, to convert the promissory notes, in whole or in part, into Private Warrants. If the Sponsor does not convert the promissory notes into shares of ACAC Common Stock upon the Closing, the promissory notes will become intercompany notes between ACAC and the Sponsor upon the Closing. ACAC has the obligation to pay to the Sponsor the funds amounting to the principal amount of the promissory notes if the Business Combination is terminated pursuant to the Business Combination Agreement. ACAC may use a portion of the working capital held outside the Trust Account to repay such funds amounting to the principal amount of the promissory notes but no proceeds from the Trust Account would be used to repay such loaned amounts. In the event that ACAC fails to complete a business combination by Combination Deadline, it is uncertain if ACAC has sufficient working capital held outside the Trust Account to fully repay the promissory notes.

The Founders may also have a conflict of interest with respect to evaluating a business combination and financing arrangements as ACAC may obtain loans from Founders, or an affiliate of Founders, or any of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $3,000,000 of such loans may be convertible into working capital warrants at a price of $1.00 per warrant at the option of the lender. Respectively on December 5, 2023 and June 11, 2024, ACAC issued a promissory note of $500,000 to the Sponsor as working capital loan, and the Sponsor has the right, but not the obligation, to convert the promissory notes, in whole or in part, into the working capital warrants. Such working capital warrants would be identical to the Private Warrants sold in the Concurrent Private Placement.

The Board was aware of and considered these interests, among other matters, in reaching the determination that the Business Combination Agreement and the Business Combination were advisable and fair to, and in the best interests of, ACAC and its stockholders. See the section entitled “Proposal 1: The Business Combination Proposal — Interests of the Founders and ACAC’s Directors and Officers in the Business Combination” of this proxy statement/prospectus for a detailed discussion of the special interests that the Founders and the Representative may have in the Business Combination.

Our actual financial position and results of operations may differ materially from the unaudited pro forma financial information included in this proxy statement/prospectus.

The unaudited pro forma condensed combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. The preparation of the pro forma financial information is based upon available information and certain assumptions and estimates that ACAC and Foxx currently believe are reasonable. The unaudited pro forma condensed combined information does not purport to indicate the results that would have been obtained had the Business Combination and related transactions actually been completed on the assumed date or for the periods presented, or which may be realized in the future. The pro forma adjustments are based on the information currently available and the assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. See “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete the Business Combination with which a substantial majority of our stockholders do not agree.

The Current Charter does not provide a specified maximum redemption threshold, except that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 upon consummation of our initial business combination and after payment of underwriters’ fees and commissions (such that we are not subject to the SEC’s “penny stock” rules). As a result, we may be able to complete our business combination even though a substantial majority of our public stockholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our founders, advisors or their affiliates. In the event the aggregate cash consideration we would be required to pay for all shares of ACAC Class A Common Stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all shares of ACAC Class A Common Stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

Public Stockholders will have reduced ownership and voting interest after the Business Combination and will exercise less influence over management.

Upon the issuance of PubCo Common Stock to Foxx stockholders, current Public Stockholders’ percentage ownership will be diluted. Immediately following the Closing and excluding shares of ACAC Class A Common Stock issuable upon the exercise of ACAC’s warrants, (i) assuming that no Public Stockholders exercise their redemption rights, current Public Stockholders’ percentage ownership in PubCo would be 20.1%, (ii) assuming that Public Stockholders holding 25% of the 453,846 Public Shares exercise their redemption rights, current Public Stockholders’ percentage ownership in PubCo would be 15.9%, (iii) assuming that Public Stockholders holding 75% of the 1,361,538 Public Shares exercise their redemption rights, current Public Stockholders’ percentage ownership in PubCo would be 5.9%, and (iv) assuming that a maximum of 1,815,384 Public Shares issued and outstanding as of the Record Date are redeemed, current Public Stockholders’ percentage ownership in PubCo would be 0.0%. Additionally, of the expected five members of the board of directors of PubCo, one is expected to be designated by ACAC and the rest will be current directors of Foxx or designated by Foxx. The percentage of the issued and outstanding PubCo Common Stock that will be owned by current Public Stockholders as a group will vary based on the number of shares of ACAC Class A Common Stock redeemed in connection with the Business Combination. Because of the above, current Public Stockholders, as a group, will have less influence on the board of directors, management, and policies of PubCo than they now have on the Board, management, and policies of ACAC. See the section entitled “Security Ownership” of this proxy statement/prospectus for an illustration of the number of shares and percentage interests outstanding under scenarios that assume no redemptions and redemptions of Public Shares in the maximum amount.

ACAC Warrants will become exercisable for PubCo Common Stock 30 days after the completion of the Business Combination, which would increase the number of shares eligible for future resale in the public market and result in dilution to Public Stockholders. Such dilution will increase if more of the Public Shares are redeemed.

Outstanding ACAC Warrants to purchase an aggregate of 9,552,500 shares of PubCo Common Stock will become exercisable in accordance with the terms of the Warrant Agreement governing those securities. The public ACAC Warrants will become exercisable 30 days after the completion of the Business Combination. The likelihood that those ACAC Warrants will be exercised increases if the trading price of ACAC Common Stock exceeds the exercise price of the warrants. The exercise price of these warrants will be $11.50 per share. Based on the closing price of ACAC Warrants of $0.90 on Nasdaq on March 7, 2024, such ACAC Warrants have an aggregate market value of approximately $0.9 million. However, there is no guarantee that the ACAC Warrants will ever be in the money after they become exercisable but prior to their expiration, and as such, the ACAC Warrants may expire worthless.

To the extent ACAC Warrants are exercised, additional shares of PubCo Common Stock will be issued, which will result in dilution to the holders of PubCo Common Stock and increase the number of shares eligible for resale in the public market. The dilution caused by the exercise of the ACAC Warrants will increase if a large number of our stockholders elect to redeem their shares in connection with the Business Combination. Holders of ACAC Warrants do not have a right to redeem the ACAC Warrants. Further, the redemption of ACAC Common Stock without any

accompanying redemption of ACAC Warrants will increase the dilutive effect of the exercise of ACAC Warrants. Sales of substantial numbers of shares issued upon the exercise of ACAC Warrants in the public market or the potential that ACAC Warrants may be exercised could also adversely affect the market price of PubCo Common Stock.

ACAC may redeem the unexpired ACAC Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your ACAC Warrants worthless.

ACAC has have ability to redeem outstanding ACAC Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of ACAC Common Stock or PubCo Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third business day prior to the date on which ACAC gives proper notice of such redemption and provided certain other conditions are met. While ACAC Common Stock or PubCo Common Stock has not exceeded the $18.00 per share threshold at which ACAC Warrants would become redeemable since the announcement of the Business Combination, there is no assurance that the price of ACAC Common Stock or PubCo Common Stock will not exceed the threshold. If and when the ACAC Warrants become redeemable by ACAC, ACAC may exercise its redemption right even if ACAC is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Notice of redemption shall be mailed by first class mail, postage prepaid, by ACAC not less than thirty (30) days prior to the date that fixed by ACAC for the redemption to the registered holders of the ACAC Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder received such notice. ACAC will not redeem the ACAC Warrants unless a registration statement under the Securities Act covering the shares of ACAC Common Stock issuable upon exercise of the ACAC Warrants is effective and a current prospectus relating to those shares of ACAC Common Stock is available throughout the 30-day redemption period, except if the ACAC Warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the ACAC Warrants become redeemable by ACAC, ACAC may exercise its redemption right even if ACAC is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If ACAC elect to redeem the ACAC Warrants on a cashless basis, then ACAC will not receive any cash proceeds from the exercise of such ACAC.

Redemption of the outstanding ACAC Warrants could force you (i) to exercise ACAC Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell ACAC Warrants at the then-current market price when you might otherwise wish to hold ACAC Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding ACAC Warrants are called for redemption, is likely to be substantially less than the market value of ACAC Warrants.

If the Business Combination’s benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of the ACAC Class A Common Stock may decline.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of ACAC Class A Common Stock prior to the Closing may decline. The market value of ACAC Class A Common Stock at the time of the Business Combination may vary significantly from its price on the date the Business Combination Agreement was executed, the date of this proxy statement/prospectus, or the date on which ACAC’s stockholders vote on the Business Combination.

In addition, following the Business Combination, fluctuations in the price of ACAC Class A Common Stock could contribute to the loss of all or part of your investment. Any of the factors listed below could have a material adverse effect on your investment in ACAC Class A Common Stock and ACAC Class A Common Stock may trade at a price significantly below the price you paid for it. In such circumstances, the trading price of ACAC Class A Common Stockmay not recover and may experience a further decline.

Factors affecting the trading price of PubCo Common Stock following the Business Combination may include:

•        actual or anticipated fluctuations in PubCo quarterly financial results or the quarterly financial results of companies perceived to be similar to PubCo;

•        changes in the market’s expectations about PubCo’s operating results;

•        success of competitors;

•        PubCo’s operating results failing to meet the expectation of securities analysts or investors in a particular period;

•        changes in financial estimates and recommendations by securities analysts concerning PubCo or the market in general;

•        operating and stock price performance of other companies that investors deem comparable to PubCo;

•        changes in laws and regulations affecting PubCo’s business;

•        commencement of, or involvement in, litigation involving PubCo;

•        changes in PubCo’s capital structure, such as future issuances of securities or the incurrence of additional debt;

•        the volume of shares available for public sale;

•        any major change in the board of directors or management of PubCo;

•        sales of substantial amounts of securities by PubCo’s directors, executive officers, or significant stockholders or the perception that such sales could occur;

•        general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations, and acts of war or terrorism; and

•        other developments affecting the biotechnology industry.

Broad market and industry factors may materially harm the market price of PubCo Common Stock irrespective of our operating performance. The stock market in general and Nasdaq have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of PubCo’s securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies, notably in the biotechnology industry, which investors perceive to be similar to PubCo could depress PubCo’s stock price regardless of its business, prospects, financial conditions or results of operations. A decline in the market price for PubCo Common Stock also could adversely affect PubCo’s ability to issue additional securities and PubCo’s ability to obtain additional financing in the future.

We are currently an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

ACAC is currently an emerging growth company within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, ACAC’s stockholders may not have access to certain information they may deem important. ACAC could remain an emerging growth company for up to five years from the date of the Initial Public Offering, although circumstances could cause ACAC to lose that status earlier, including if the market value of ACAC Class A Common Stock held by non-affiliates exceeds $700,000,000 as of any June 30 before that time, in which case ACAC would no longer be an emerging growth company as of the following December 31. ACAC cannot predict whether investors will find its securities less attractive because ACAC will rely on these exemptions. If some investors find ACAC securities less attractive as a result of ACAC’s reliance on these exemptions, the trading prices of ACAC’s securities may be lower than they otherwise would be, there may be a less active trading market for ACAC’s securities and the trading prices of ACAC’s securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. ACAC has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, ACAC, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of ACAC’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.

ACAC’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to the Public Stockholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.20 per public share or (ii) such lesser amount per share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations.

While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our public stockholders may be reduced below $10.20 per share.

Members of our management team may in the future be involved in governmental investigations and civil litigation relating to the business affairs of companies with which they are, were or may in the future be affiliated.

Members of our management team may in the future be involved in governmental investigations and civil litigation relating to the business affairs of companies with which they are, were or may in the future be affiliated. Any such investigations or litigations may divert our management team’s attention and resources away from consummating the Business Combination, may be detrimental to our reputation, and thus may negatively affect our ability to complete the Business Combination.

ACAC may become involved in litigation that may materially adversely affect us.

From time to time, we may become involved in various legal proceedings relating to matters incidental to the ordinary course of our business, including litigation and claims and governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources, cause us to incur significant expenses or liability or require us to change our business practices.

Because of the potential risks, expenses, and uncertainties of litigation, we may, from time to time, settle disputes, even where we believe that we have meritorious claims or defenses. Because litigation is inherently unpredictable, we cannot assure you that the results of any of these actions will not have a material adverse effect on our business.

The securities price of ACAC may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities litigation, including class action litigation. We may be the target of this type of litigation in the future.

Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on our business, financial condition, and results of operations. Any adverse determination in litigation could also subject us to significant liabilities.

The Business Combination is subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all.

The completion of the Business Combination is subject to a number of conditions. The completion of the Business Combination is not assured and is subject to risks, including the risk that approval of the Business Combination by Public Stockholders is not obtained or that there are not sufficient funds in the Trust Account, in each case subject to certain terms specified in the Business Combination Agreement (as described in the section entitled “The Business Combination Agreement — Conditions to Consummation of the Merger”), or that other Closing conditions are not satisfied. If ACAC does not complete the Business Combination, ACAC could be subject to several risks, including:

•        the parties may be liable for damages to one another under the terms and conditions of the Business Combination Agreement;

•        negative reactions from the financial markets, including declines in the price of our ACAC Class A Common Stock because current prices reflect a market assumption that the Business Combination will be completed;

•        the attention of our management will have been diverted to the Business Combination rather than the pursuit of other opportunities in respect of an initial business combination; and

•        we will have a limited period of time, if any, to complete an alternative initial business combination and we may not be as attractive to potential alternative partners to an initial business combination if we are unable to complete the Business Combination.

Either ACAC or Foxx may waive one or more of the conditions to the Business Combination or certain of the other transactions contemplated by the Business Combination Agreement.

Either ACAC or Foxx may agree to waive, in whole or in part, some of the conditions to its obligations to consummate the Business Combination or certain of the other transactions contemplated by the Business Combination Agreement, to the extent permitted by the Current Charter and applicable laws. For example, it is a condition to ACAC’s obligations to consummate the Business Combination that certain of Foxx’s representations and warranties are true and correct in all respects as of the date of Closing, except where the failure of such representations and warranties to be true and correct, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect. However, if the Board determines that it is in the best interest of Public Stockholders to waive any such breach, then the Board may elect to waive that condition and consummate the Business Combination.

The existence of financial and personal interests of one or more of ACAC’s directors may result in a conflict of interest on the part of such director(s) between what such director(s) may believe is in the best interests of ACAC and its stockholders and such director(s) may believe is best for such director(s) in determining to recommend that stockholders vote for the proposals. In addition, ACAC’s officers have interests in the Business Combination that may conflict with your interests as a stockholder. As of the date of this proxy statement/prospectus, ACAC does not believe there will be any changes or waivers that its directors and officers would be likely to make after stockholder approval of the Business Combination has been obtained. While certain changes could be made without further stockholder approval, if there were a change to the terms of the transaction that would have a material impact on the stockholders, ACAC will be required to circulate a new or amended proxy statement/prospectus or supplement thereto and resolicit the vote of its stockholders with respect to the Business Combination Proposal. See the section entitled “Proposal 1: The Business Combination Proposal — Interests of the Founders and ACAC’s Directors and Officers in the Business Combination” of this proxy statement/prospectus for a further discussion of these considerations.

Termination of the Business Combination Agreement could negatively impact ACAC and Foxx.

If the Business Combination is not completed for any reason, including as a result of Public Stockholders declining to approve the Proposals required to effect the Business Combination, the ongoing businesses of ACAC and Foxx may be adversely impacted and, without realizing any of the anticipated benefits of completing the Business Combination, ACAC and Foxx would be subject to a number of risks, including the following:

•        ACAC or Foxx may experience negative reactions from the financial markets, including negative impacts on the price of ACAC’s securities (including to the extent that the current market price reflects a market assumption that the Business Combination will be completed);

•        ACAC currently has until July 14, 2024 to complete its initial business combination. This deadline may be extended by approval of Public Stockholders in an amendment to its Current Charter, but such an amendment would cause ACAC to incur substantial expenses to seek additional extension(s) and face increased risk to unwind and liquidate if it does not complete its initial business combination by July 14, 2024 (or such later date as may be approved by Public Stockholders in an amendment to its Current Charter);

•        Foxx may experience negative reactions from its investors;

•        ACAC and Foxx will have incurred substantial expenses and will be required to pay certain costs relating to the Business Combination, whether or not the Business Combination is consummated; and

•        since the Business Combination Agreement restricts the conduct of ACAC’s and Foxx’s businesses prior to completion of the Business Combination, each of ACAC and Foxx may not have been able to take certain actions during the pendency of the Business Combination that would have benefitted it as an independent company, and the opportunity to take such actions may no longer be available (see the sections entitled “Proposal 1 — The Business Combination Proposal” and “The Business Combination Agreement — Covenants and Agreements of the Parties” of this proxy statement/prospectus for a description of the restrictive covenants applicable to ACAC and Foxx).

If the Business Combination Agreement is terminated and the Board seeks another merger or business combination, Public Stockholders cannot be certain that ACAC will be able to find another acquisition target that would constitute a business combination or that such other merger or business combination will be completed. See the sections entitled “Proposal 1 — The Business Combination Proposal,” “The Business Combination Agreement — Termination,” and “The Business Combination Agreement — Extension Fee” of this proxy statement prospectus for additional information.

The listing of PubCo’s securities on Nasdaq will not benefit from the process undertaken in connection with an underwritten initial public offering.

Upon the Closing, we intend to list the Purchaser Class A Common Stock (which will be PubCo Common Stock) and the ACAC Warrants (which will be the warrants of PubCo) on Nasdaq under the symbol “FOXX” and “FOXXW.” respectively. Unlike an underwritten initial public offering of PubCo’s securities, the listing of PubCo’s securities as a result of the Business Combination will not benefit from the following:

•        the book-building process undertaken by underwriters, which helps to inform efficient price discovery with respect to opening trades of newly listed securities;

•        underwriter support to help stabilize, maintain, or affect the public price of the securities immediately after listing; and

•        underwriter due diligence review of the offering and potential liability for material misstatements or omissions of fact in a prospectus used in connection with the securities being offered, or for statements made by its securities analysts or other personnel.

The lack of such a process in connection with the listing of PubCo’s securities could result in diminished investor demand, inefficiencies in pricing and a more volatile public price for PubCo’s securities during the period immediately following the listing than would typically be experienced in connection with an underwritten initial public offering.

The ability of Public Stockholders to exercise redemption rights with respect to a large number of shares of ACAC Class A Common Stock could increase the probability that the Business Combination would be unsuccessful and that Public Stockholders would have to wait for liquidation in order to redeem their shares of ACAC Class A Common Stock.

At the time we entered into the Business Combination Agreement and related transaction documents, we did not know how many stockholders would exercise their redemption rights, and therefore we structured the Business Combination based on our expectations as to the number of shares that will be submitted for redemption. The Business Combination Agreement requires us to have at least $5,000,001 of net tangible assets upon the consummation of the Business Combination, after giving effect to redemptions of Public Shares, if any, but before any transaction expenses. If a larger number of shares are submitted for redemption than we initially expected, this may limit our ability to complete the Business Combination or optimize our capital structure.

SPECIAL MEETING OF PUBLIC STOCKHOLDERS

General

ACAC is furnishing this proxy statement/prospectus to its stockholders as part of the solicitation of proxies by the Board for use at the Special Meeting to be held on            and at any adjournment or postponement thereof. This proxy statement/prospectus provides ACAC’s stockholders with information they need to know to be able to vote or direct their vote to be cast at the Special Meeting.

Date, Time, and Place

The Special Meeting will be held on            , at            , Eastern Time, via live webcast at the following address:            . The Special Meeting will be completely virtual.

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the Special Meeting if you owned shares of ACAC Class A Common Stock at the close of business on            , which is the Record Date. You are entitled to one vote for each share of ACAC Class A Common Stock that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank, or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were            shares of ACAC Class A Common Stock outstanding, of which            are Public Shares, and            shares are held by the Founders.

Vote of the Founders, Directors, and Officers

In connection with the Initial Public Offering, ACAC entered into the IPO Letter Agreement with each of its Founders, directors, and officers pursuant to which each agreed to vote the Founder Shares, and any Public Shares owned by them in favor of the Business Combination Proposal and for all other proposals presented at the Special Meeting (including the Proposals). Pursuant to the IPO Letter Agreement, the Founders have waived any redemption rights, including with respect to shares of ACAC Class A Common Stockpurchased in the Initial Public Offering or thereafter in the open market, in connection with a business combination. The Founder Shares and Private Warrants have no redemption rights upon ACAC’s liquidation and will be worthless if no business combination is effected by [__]. As of the Record Date, the Founders held [__] shares of ACAC Common Stock, representing approximately [__] % of the voting power of the outstanding shares of ACAC Common Stock.

Quorum and Required Vote for Proposals

A quorum of Public Stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the voting power of all outstanding shares of ACAC Common Stock entitled to vote at the meeting are represented in person (which would include presence at a virtual meeting) or by proxy. As of            , the Record Date, there were            shares of ACAC Common Stock outstanding; therefore, a total of            shares of ACAC Common Stock must be represented at the Special Meeting in order to constitute a quorum. Abstentions and withheld votes will count as present for the purposes of establishing a quorum, but will not count as votes cast at the Special Meeting for any of the Proposals (except for the Charter Amendment Proposal, for which abstentions and withheld votes will have the same effect as a vote “AGAINST”). Because the Proposals are “non-discretionary” items, your broker will not be able to vote uninstructed shares for any of the Proposals. As a result, if you do not provide voting instructions, a broker “non-vote” will be deemed to have occurred for each of the Proposals. Broker “non-votes” will not be counted as present for purposes of determining whether a quorum is present. As of the Record Date, the Founders holds approximately            % of the outstanding shares of ACAC Common Stock.

The approval of the Business Combination Proposal requires the affirmative vote of the holders of a majority of the shares of ACAC Common Stock cast in respect of the Business Combination Proposal and entitled to vote thereon at the Special Meeting. The approvals of the Charter Amendment Proposal and the Advisory Charter Proposal also require a majority vote of outstanding ACAC Common Stock entitled to vote thereon.

Consummation of the Business Combination is conditioned on approval of the Business Combination Proposal. The approvals of the Charter Amendment Proposal and the Advisory Charter Amendment Proposals are conditioned on the approval and adoption of the Business Combination Approval. In accordance with SEC guidance, the Advisory Charter Amendment Proposals are being presented separately and will be voted upon on a non-binding advisory basis. The Adjournment Proposal is not conditioned on the approval of any other Proposals. At the Special Meeting, ACAC will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for purposes of determining whether a quorum is present, except for the Charter Amendment Proposal, for which abstentions and withheld votes will have the same effect as a vote “AGAINST”. Because the Proposals are “non-discretionary” items, your broker will not be able to vote uninstructed shares for any of the Proposals. As a result, if you do not provide voting instructions, a broker “non-vote” will be deemed to have occurred for each of the Proposals. Broker “non-votes” will not be counted as present for purposes of determining whether a quorum is present. The failure to vote, abstentions and broker non-votes will not be counted as votes cast and will have no effect on any of the Proposals presented at the Special Meeting.

Recommendation of the Board

The Board has unanimously determined that each of the Proposals is fair to and in the best interests of ACAC and its stockholders, and has unanimously approved such Proposals. The Board unanimously recommends that stockholders:

•        vote “FOR” the Business Combination Proposal;

•        vote “FOR” the Charter Amendment Proposal; and

•        vote “FOR” the Adjournment Proposal, if it is presented to the meeting.

When you consider the recommendation of the Board in favor of approval of the Proposals, you should keep in mind that the Sponsor, members of the Board and officers of ACAC have interests in the Business Combination that are different from or in addition to (or which may conflict with) your interests as a stockholder. See “Proposal 1: The Business Combination Proposal — Interests of the Founders and ACAC’s Directors and Officers in the Business Combination” for additional information on interests of ACAC’s Sponsor, directors, and executive officers.

Voting Your Shares

Each share of ACAC Class A Common Stock that you own in your name entitles you to one vote. If you are a record owner of your shares, there are two ways to vote your shares of ACAC Class A Common Stock at the Special Meeting:

•        You can submit a proxy to vote your shares by calling the toll-free number shown on your proxy card and voting over the phone.

•        You can submit a proxy to vote your shares by visiting the website shown on your proxy card and voting via the Internet.

•        You can submit a proxy to vote your shares by completing, signing, dating, and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker, or other nominee, you will need to follow the instructions provided to you by your bank, broker, or other nominee to ensure that your shares are represented and voted at the Special Meeting.

•        If you submit a proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares of ACAC Class A Common Stock will be voted as recommended by the Board. The Board unanimously recommends that Public Stockholders vote “FOR” the Business Combination Proposal, “FOR” the Charter Amendment Proposal, and “FOR” the Adjournment Proposal (if necessary).

•        You can attend the Special Meeting and vote virtually even if you have previously voted by submitting a proxy pursuant to any of the methods noted above. However, if your shares of ACAC Class A Common Stock are held in the street name of your broker, bank, or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way ACAC can be sure that the broker, bank, or nominee has not already voted your shares of ACAC Class A Common Stock.

Revoking Your Proxy

If you are a record owner of your shares and you give a proxy, you may change or revoke it at any time before it is exercised by doing any one of the following:

•        you may send another proxy card with a later date or submit a new proxy online or by telephone;

•        you may notify ACAC in writing before the Special Meeting that you have revoked your proxy; or

•        you may attend the Special Meeting virtually, revoke your proxy and vote online as described above.

If your shares are held in “street name” by your broker, bank, or another nominee as of the close of business on the Record Date, you must follow the instructions of your broker, bank, or other nominee to revoke or change your voting instructions.

Who Can Answer Your Questions About Voting Your Shares

If you are a stockholder and have any questions about how to vote or direct a vote in respect of your ACAC Class A Common Stock, you may contact             , Attn:             at             or by email at             .

No Additional Matters May Be Presented at the Special Meeting

The Special Meeting has been called only to consider the approval of the Business Combination Proposal, the Charter Amendment Proposal, and the Adjournment Proposal. Under the Current Bylaws, other than procedural matters incident to the conduct of the Special Meeting, no other matters may be considered at the Special Meeting if they are not included in this proxy statement/prospectus, which serves as the notice of the Special Meeting.

Redemption Rights

Public Stockholders may seek to redeem their Public Shares for cash, regardless of whether they vote for or against, or whether they abstain from voting on, the Business Combination Proposal. Any Public Stockholder may demand that ACAC redeem such Public Stockholder’s Public Shares for a pro rata portion of the Trust Account (which, for illustrative purposes, was $[    ] per share [    ] as of the Record Date), calculated as of two business days prior to the anticipated consummation of the Business Combination. If a holder properly seeks redemption as described in this section and the Business Combination with Foxx is consummated, ACAC will redeem the holder’s Public Shares for a pro rata portion of funds deposited in the Trust Account and the holder will no longer own these shares following the Business Combination.

Notwithstanding the foregoing, a holder of ACAC Class A Common Stock, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the ACAC Class A Common Stock. Accordingly, all shares of ACAC Class A Common Stock in excess of 15% held by a Public Stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed for cash.

Holders of Founder Shares will not have redemption rights with respect to such shares.

Holders may demand redemption by delivering their stock, either physically or electronically using Depository Trust Company’s DWAC System, to ACAC’s transfer agent two business days prior to the Special Meeting. If you hold the shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker a fee of approximately $10.00 and it would be up to the broker whether or not to pass this cost on to the redeeming stockholder. In the event the proposed Business Combination is not consummated this may result in an additional cost to stockholders for the return of their shares.

ACAC’s transfer agent can be contacted at the following address:

VStock Transfer, LLC

18 Lafayette Place,

Woodmere, NY 11598

Attn: Chief Executive Officer

Any request to redeem such shares, once made, may be withdrawn at any time up to the time of the vote on the Business Combination Proposal. Furthermore, if a Public Stockholder delivers its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, the holder may simply request that the transfer agent return the certificate (physically or electronically).

If the Business Combination is not approved or completed for any reason, then ACAC’s Public Stockholders who elected to exercise their redemption rights will not be entitled to redeem their Public Shares for a pro rata portion of the Trust Account. In such case, ACAC will promptly return any Public Shares delivered by Public Stockholders.

The Current Charter of ACAC provides that we will only redeem the Public Shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of the Deferred Business Combination Fee (so that we are not subject to the SEC’s “penny stock” rules). In no event will we redeem our Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon the Closing.

The closing price of the ACAC Class A Common Stock on [    ], 2024, the Record Date for the Special Meeting, was $[    ]. The cash held in the Trust Account on such date was approximately $[    ] million ($[    ] per Public Share). Prior to exercising redemption rights, stockholders should verify the market price of ACAC Common Stock as they may receive higher proceeds from the sale of their shares of ACAC Class A Common Stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. ACAC cannot assure its stockholders that they will be able to sell their shares of ACAC Class A Common Stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in ACAC’s securities when its stockholders wish to sell their shares.

If a holder of ACAC Class A Common Stock exercises such holder’s redemption rights, then such holder will be exchanging such holder’s shares of ACAC Class A Common Stock for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption by no later than the close of the vote on the Business Combination Proposal by delivering your stock certificate (either physically or electronically) to ACAC’s transfer agent prior to the vote at the Special Meeting, and the Business Combination is consummated.

For a discussion of the material U.S. federal income tax considerations for holders of ACAC Class A Common Stock with respect to the exercise of these redemption rights, see “Material U.S. Federal Income Tax Considerations — Material Tax Considerations Related to a Redemption of ACAC Class A Common Stock” beginning on page 78. The consequences of a redemption to any particular holder of ACAC Class A Common Stock will depend on that holder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S. federal, state and local and non-U.S. income and other tax laws in light of your particular circumstances.

Underwriting Fees as a Percentage of Initial Public Offering Proceeds Net of Redemptions

____________

(1)      $1,725,000 underwriting discount was paid at the consummation of the Initial Public Offering.

(2)      This scenario assumes that no Public Shares (excluding the Redeemed Public Shares) are redeemed.

(3)      As of the date of this proxy statement/prospectus, there are 1,815,384 Public Shares issued and outstanding. This scenario assumes that 453,846 Public Shares are redeemed, resulting in an aggregate payment of approximately $5.1 million from the Trust Account based on an assumed redemption price of $11.30 per share.

(4)      As of the date of this proxy statement/prospectus, there are 1,815,384 Public Shares issued and outstanding. This scenario assumes that 1,361,538 Public Shares are redeemed, resulting in an aggregate payment of approximately $15.4 million from the Trust Account based on an assumed redemption price of $11.30 per share.

(5)      As of the date of this proxy statement/prospectus, there are 1,815,384 Public Shares issued and outstanding. This scenario assumes that a maximum of 1,815,384 Public Shares are redeemed, resulting in an aggregate payment of approximately $20.6 million from the Trust Account based on an assumed redemption price of $11.30 per share.

Deferred Business Combination Fee as a Percentage of Deferred Public Offering Proceeds Net of Redemptions

____________

(1)      $1,725,000 of the Deferred Business Combination Fee is payable at the closing of the Business Combination.

(2)      This scenario assumes that no Public Shares (excluding the Redeemed Public Shares) are redeemed.

(3)      As of the date of this proxy statement/prospectus, there are 1,815,384 Public Shares issued and outstanding. This scenario assumes that 453,846 Public Shares are redeemed, resulting in an aggregate payment of approximately $5.1 million from the Trust Account based on an assumed redemption price of $11.30 per share.

(4)      As of the date of this proxy statement/prospectus, there are 1,815,384 Public Shares issued and outstanding. This scenario assumes that 1,361,538 Public Shares are redeemed, resulting in an aggregate payment of approximately $15.4 million from the Trust Account based on an assumed redemption price of $11.30 per share.

(5)      As of the date of this proxy statement/prospectus, there are 1,815,384 Public Shares issued and outstanding. This scenario assumes that a maximum of 1,815,384 Public Shares are redeemed, resulting in an aggregate payment of approximately $20.6 million from the Trust Account based on an assumed redemption price of $11.30 per share.

Dissenter Rights

Public Stockholders do not have dissenter rights in connection with the Business Combination or the other Proposals.

Potential Purchases of Shares

In connection with the stockholder vote to approve the proposed Business Combination, the Founders, directors, officers or advisors or their respective affiliates may privately negotiate transactions to purchase ACAC Common Stock from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per-share pro rata portion of the Trust Account. None of ACAC’s Founders, directors, officers or advisors or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of ACAC Common Stock, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights, and could include a contractual provision that directs such stockholder to vote such shares in a manner directed by the purchaser. In the event that the Founders, directors, officers or advisors of ACAC or their affiliates purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the per-share pro rata portion of the Trust Account.

Proxy Solicitation

ACAC is soliciting proxies on behalf of the Board. This solicitation is being made by mail but also may be made by telephone or in person. ACAC and its directors, officers, and employees may also solicit proxies in person. ACAC will file with the SEC all scripts and other electronic communications that constitute proxy soliciting materials. ACAC will bear the cost of the solicitation.

ACAC has hired             to assist in the proxy solicitation process. ACAC has agreed to pay approximately $          for proxy solicitation services, exclusive of related disbursements and travel expenses (in each case, if any).

ACAC will ask banks, brokers, and other institutions, nominees, and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. ACAC will reimburse them for their reasonable expenses.

The Initial Stockholders

As of         , 2024, the Record Date for the Special Meeting, the Founders owned and were entitled to vote [__] shares of ACAC Common Stock, representing approximately [__] of the voting power of the shares of ACAC Common Stock outstanding. The Initial Stockholders have agreed to vote the Founder Shares, Private Warrants and any shares of ACAC Common Stock held by them in favor of each of the Proposals being presented at the Special Meeting. The Founder Shares and Private Warrants have no right to participate in any redemption distribution and will be worthless if no business combination is effected by ACAC.

PROPOSAL 1: THE BUSINESS COMBINATION PROPOSAL

The discussion in this proxy statement/prospectus of the Business Combination and the principal terms of the Business Combination Agreement is subject to, and is qualified in its entirety by reference to, the Business Combination Agreement. A copy of the Business Combination Agreement is attached as Annex A to this proxy statement/prospectus. Unless the context otherwise requires, all references in this subsection to “we,” “us” or “our” refer to ACAC prior to the consummation of the Business Combination.

Headquarters; Trading Symbols

After completion of the transactions contemplated by the Business Combination Agreement:

•        the corporate headquarters and principal executive offices of PubCo will be located at 13575 Barranca Parkway C106, Irvine, CA 92618; and

•        PubCo Common Stock is expected to be traded on the Nasdaq Global Market under the symbol “FOXX”.

Background of the Business Combination

The terms of the Business Combination Agreement are the result of arms-length negotiations between ACAC and Foxx, and their respective representatives. The following is a brief description of the background of these negotiations.

ACAC is a blank check company incorporated on January 7, 2022 as a Delaware corporation and formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. ACAC’s efforts to identify a potential business combination target were not limited to a particular industry or geographic region. ACAC intended to focus its search on technology-enabled sectors in North America including but not limited to the e-commerce, financial services, educational technology services, or health information service sectors.

ACAC’s Initial Public Offering

On June 14, 2022, ACAC completed its Initial Public Offering of 8,625,000 ACAC Units, which included 1,125,000 ACAC Units issued upon the full exercise of the underwriters’ over-allotment option. Each ACAC Unit consists of one share of ACAC Class A Common Stock and one-half of one ACAC Warrant. Each whole ACAC Warrant entitles the holder thereof to purchase one share of ACAC Class A Common Stock at a price of $11.50 per share. The ACAC Units were sold at an offering price of $10.00 per unit, generating gross proceeds of $86,250,000.

Concurrently with the completion of the Initial Public Offering, ACAC completed its Concurrent Private Placement of 5,240,000 Private Warrants issued to the Sponsor, with each Private Warrant entitling the Sponsor to purchase one share of ACAC Class A Common Stock at an exercise price of $11.50 per share, at a purchase price of $1.00 per Private Warrant, generating gross proceeds to ACAC of $5,240,000.

The net proceeds from the Initial Public Offering and the proceeds from the Concurrent Private Placement, which totaled $87,975,000 (or $10.20 per ACAC Unit), were placed in the Trust Account.

Special Meeting I, Related Redemption, Extensions, and Extension Notes

On February 8, 2023, ACAC held a special meeting of stockholders (the “Special Meeting I”), at which the stockholders of ACAC approved the proposal to amend ACAC’s then-existing amended and restated certificate of incorporation to amend the amount of the required monthly deposit into the Trust Account from $0.0333 for each public share to $0.0625 for each public share for ACAC to extend the deadline for completion of its initial business combination up to nine (9) times until December 14, 2023 if ACAC has not consummated its initial business combination by March 14, 2023 (the nine (9) month anniversary of the closing of its Initial Public Offering. Upon the stockholders’ approval, on February 9, 2023, ACAC filed a certificate of amendment to its then-existing amended and restated certificate of incorporation which became effective upon filing (which, upon the amendment, the “First Amended Charter”). In connection with the Special Meeting I, 4,981,306 shares of ACAC Class A Common Stock of the Company were redeemed and cancelled.

Pursuant to the First Amended Charter, ACAC may extend the deadline to complete its initial business combination (the “Combination Deadline”) up to nine times on monthly basis from March 14, 2023 to December 14, 2023, by depositing $227,730.87 each month into the Trust Account, representing $0.0625 per public share.

Following the Special Meeting I, the Sponsor deposited four monthly payments to the Trust Account to extend the Combination Deadline to July 14, 2023. The four monthly payments were evidenced by four promissory notes issued by ACAC to the Sponsor, each in the principal amount of $227,730.87.

Special Meeting II, Related Redemption, Extensions, and Extension Notes

On July 11, 2023, ACAC held another special meeting of stockholders (the “Special Meeting II”), at which the stockholders of ACAC approved, among others, the proposal to amend the First Amended Charter to allow ACAC until July 14, 2023 to consummate an initial business combination, and, without another stockholder vote, to elect to extend Combination Deadline on a monthly basis for up to nine (9) times, up to April 14, 2024, by depositing $75,000 into the Trust Account. Upon the stockholders’ approval, on July 12, 2023, ACAC filed a certificate of amendment to its then-existing amended and restated certificate of incorporation which became effective upon filing (which, upon the amendment, the “Second Amended Charter”). In connection with the Special Meeting II, 388,644 shares of ACAC Class A Common Stock of the Company were redeemed and cancelled.

Pursuant to the Second Amended Charter, ACAC may extend the Combination Deadline on a monthly basis from July 14, 2023 to up to nine times by depositing $75,000 each month into the Trust Account. Following the Special Meeting II, the Sponsor deposited nine monthly payments into the Trust Account to extend the Combination Deadline to April 14, 2024. The nine monthly payments were evidenced by nine promissory notes issued by the Company to the Sponsor, each in the principal amount of $75,000.

Special Meeting III

On April 9, 2024, ACAC held a special meeting of stockholders (the “Special Meeting III”). At the Special Meeting III, the stockholders of ACAC approved, among others, the proposal to amend the Second Amended Charter to allow ACAC until April 14, 2024 to consummate an initial business combination, and, without another stockholder vote, to elect to extend the date by which ACAC must consummate a business combination on a monthly basis for up to nine (9) times, up to January 14, 2025, by depositing $50,000 into the Trust Account. Upon the stockholders’ approval, on April 10, 2024, ACAC filed a certificate of amendment to the Second Amended Charter which became effective upon filing (the “Third Amended Charter”). In connection with the Special Meeting III, 1,439,666 shares of ACAC Class A Common Stock were rendered for redemption.

Following the Special Meeting III and as of the date of this prospectus/proxy statement, the Sponsor deposited three monthly payments into the Trust Account to extend the Combination Deadline to July 14, 2024. The three monthly payments were evidenced by three promissory notes issued by ACAC to the Sponsor, each in the principal amount of $50,000.

Target Amendment

At the Special Meeting II, the stockholders also approved the proposal to amend the Charter to remove the restriction of Company to undertake an initial business combination with any entity with its principal business operations or is headquartered in China (including Hong Kong and Macau) (the “Target Amendment”). As result of the Target Amendment, the Company may decide to consummate the Business Combination with an entity with its principal business operations or headquarters in China (including Hong Kong and Macau), so PubCo may face various legal and operational risks and uncertainties after the initial business combination.

Target Search

After the consummation of the Initial Public Offering, ACAC’s management began their search for a suitable target for a business combination. In addition, they were contacted by a number of individuals and entities with respect to potential business combination opportunities.

Although ACAC intended to focus its search for a target business in the technology industry, ACAC was able to seek a business combination with an operating company in any industry or sector. ACAC viewed potential acquisition targets based on the criteria discussed below. These criteria included, without limitation, (i) reasoned and strong managements having a track record of driving growth and profitability, or having business propositions likely to be well received by public investors; (ii) underexploited expansion opportunities; (iii) significant competitive advantages and/or underexploited expansion opportunities that can benefit from access to additional capital as well

as ACAC’s industry relationships and expertise; and (iv) ability to benefit from being publicly traded and which can effectively utilize access to broader sources of capital and a public profile that are associated with being a publicly traded company. ACAC sought potential targets that can materially grow revenue and earnings through the efforts of a combined management team following the completion of the business combination.

Between June 14, 2022 and February 18, 2024, ACAC reviewed in varying degrees approximately 18 potential business combination candidates involved in various industries and sectors, including manufacturing, high technology, education, biotech and pharmaceutical, infrastructure, and energy. Among the 18 potential candidates, ACAC signed non-disclosure agreements with 11 potential targets, including Foxx, of which, ACAC entered into non-binding indications of interest or letters of intent with 4 candidates including Foxx. ACAC’s management team held frequent discussions regarding the various targets both internally and with a wide range of the potential business combination candidates’ management teams.

Excluding Foxx, with regards to the 10 potential targets with which ACAC signed non-disclosure agreements but did not pursue a business combination, we summarize ACAC management’s review and analysis process below:

Candidate One:    On March 20, 2023, ACAC was introduced to Candidate One by Arbor Lake Capital, a financial advisor of Candidate Three. Candidate One is a chemical materials company focused on graphene and graphite products in the United States. On March 29, 2023, Ms. Hua had a Zoom meeting with representatives of Candidate One to discuss the business and background of Candidate One. On April 10, 2023, the parties executed a non-disclosure agreement and ACAC received additional information about the business, operational status, and future business plans of Candidate One. On April 21 and 22, 2023, on behalf of ACAC, Ms. Hua visited Candidate One’s offices and labs in Ohio. In June 2023, ACAC decided not to proceed with a business combination with Candidate One because the parties could not reach an agreement with respect to the valuation range of Candidate One.

Candidate Two:    On June 10, 2022, ACAC was introduced to Candidate Two by Ms. Joy Hua’s industry contact at BitMain Technologies Ltd. Candidate Two is a vertically integrated data center operator focused on sustainable crypto mining in North America. On June 21, 2022, Ms. Hua had an in-person meeting with representatives of Candidate Two to discuss the business and background of Candidate Two in California. On June 24, 2022, the parties executed a non-disclosure agreement. On August 19, 2022, on behalf of ACAC, Ms. Hua visited one of Candidate Two’s operational sites in Washington State and received additional information about the business, operational status, and future business plans of Candidate Two. In September 2022, ACAC decided not to proceed with a business combination with Candidate Two because Candidate Two had a limited interest in going public in early 2023.

Candidate Three:    On June 14, 2022, ACAC was introduced to Candidate Three by Ms. Hua’s industry contract at Mine Crypto Pro. Candidate Three is a company focused on wind power generation and crypto mining in the United States. On July 26, 2022, Ms. Hua had an in-person meeting with representatives of Candidate Three to discuss the business and background of Candidate Three. On August 16, 2022, the parties executed a non-disclosure agreement and ACAC received additional information about the business, operational status, and future business plans of Candidate Three. On June 14, 2022, on behalf of ACAC, Ms. Hua visited Candidate Three’s wind farm in West Texas. In August 2022, ACAC decided not to proceed with a business combination with Candidate Three because Candidate Three was not willing to commit to going public through a business combination.

Candidate Four:    On June 28, 2022, ACAC was introduced to Candidate Four by Ms. Hua’s business contact at GoldenSky Enterprise Ltd. Candidate Seven is a vertically integrated data center operator focused on crypto mining and hosting services in the United States. On July 3, 2022, Ms. Hua had a Zoom meeting with representatives of Candidate Four to discuss the business and background of Candidate Four. On July 7, 2022, the parties executed a non-disclosure agreement and ACAC received additional information about the business, operational status, and future business plans of Candidate Four. On July 15 and 16, 2022, Joy Hua visited Candidate Four’s data center under construction in Georgia. On September 8, 2022, ACAC and Candidate Four signed a non-binding letter of intent. The letter of intent provides that, among others: (i) both parties will provide the other party reasonable access to due diligence information; (ii) both parties shall keep confidential of the information received from the other; and (iii) during the term of the letter of intent, Candidate Four shall not solicit or initiate discussion for a transaction that would prohibit or impair the proposed transaction. The letter of intent did not provide specific terms and conditions of the potential business combination. On October 3, 2022, ACAC and Candidate Four signed a non-binding term sheet. In November 2022, ACAC decided not to proceed with a business combination with Candidate Four because of different views on the valuation range of Candidate Four and the timing of a potential business combination.

Candidate Five:    On November 17, 2022, ACAC was introduced to Candidate Five by EF Hutton. Candidate Five is an education company focused on establishing and building K12 private schools in Qatar and Malaysia. On November 30, 2022, Ms. Hua had a Zoom meeting with representatives of Candidate Five to discuss the business and background of Candidate Five. On January 17, 2023, the parties executed a non-binding letter of intent. The letter of intent provides that, among others: (i) both parties will provide the other party reasonable access to due diligence information; (ii) both parties shall keep confidential of the information received from the other; and (iii) during the term of the letter of intent, Candidate Five shall not solicit or initiate discussion for a transaction that would prohibit or impair the proposed transaction. The letter of intent did not provide specific terms and conditions of the potential business combination. Afterwards, ACAC received additional information such as financials and competitive analysis. In February 2023, ACAC decided not to proceed with a business combination with Candidate Five because of the substantial cash needs of Candidate Five in order to complete the potential business combination and ACAC felt such condition would be very challenging given the market conditions and the operation and business of Candidate Five.

Candidate Six:    On November 20, 2022, ACAC was contacted by Candidate Six through Bosphorus IPO Capital, an investment advisor of Candidate Six. Candidate Six is a company specializing in meat product innovation, manufacturing and distribution in Europe and the United States. On December 13, 2022, the parties executed a non-disclosure agreement and ACAC received additional information about the business, operational status, and future business plans of Candidate Six. On December 9, 2022, Ms. Hua had an in-person meeting with representatives of Candidate Six to discuss the business and background of Candidate Six and visited one of Candidate Six’s manufacturing facilities. On January 20, 2023, ACAC and Candidate Six signed a non-binding letter of intent. The letter of intent provides that, among others: (i) both parties will provide the other party reasonable access to due diligence information; (ii) both parties shall keep confidential of the information received from the other; and (iii) during the term of the letter of intent, Candidate Six shall not solicit or initiate discussion for a transaction that would prohibit or impair the proposed transaction. On March 30 and 31, 2023, Lance Li, a consultant engaged by ACAC for performing due diligence on Candidate Six solely, visited Candidate Six’s headquarters and main manufacturing facility in Greece. Mr. Li’s travel expenses for this trip were reimbursed by ACAC and Mr. Li was not compensated for performing due diligence. In April 2023, ACAC decided not to proceed with a business combination with Candidate Six because of different views on the valuation range of Candidate Six and the timing of a potential business combination.

Candidate Seven:    On December 6, 2022, ACAC was introduced to Candidate Seven through Aqua Pursuit International Limited, a financial advisor of Candidate Seven. Candidate Seven is a technology company focused on service robot manufacturing, distribution and service management in the United States. On December 8, 2022, Ms. Hua had a Zoom meeting with representatives of Candidate Seven to discuss the business and background of Candidate Seven. On December 12, 2022, the parties executed a non-disclosure agreement and received additional information about the business, operational status, and future business plans of Candidate Seven. In January, ACAC decided not to proceed with a business combination with Candidate Seven because Candidate Seven was inclined to pursue a traditional IPO.

Candidate Eight:    On December 16, 2022, ACAC was introduced to Candidate Eight by EF Hutton. Candidate Eight is a company focused on producing and distributing lingerie products and innovative fabric products in Europe. On December 19, 2022, the parties executed a non-disclosure agreement and ACAC received additional information about the business, operational status, and future business plans of Candidate Eight. On December 21, 2022, Ms. Hua had a Zoom meeting with representatives of Candidate Eight to discuss the business and background of Candidate Eight. In January 2023, ACAC decided not to proceed with a business combination with Candidate Eight because of different views on the valuation range of Candidate Eight and the timing of a potential business combination.

Candidate Nine:    On December 19, 2022, ACAC was introduced to Candidate Nine by EF Hutton. Candidate Nine is a graph database management software (DBMS) company headquartered in South Korea and has offices in the United States. On January 10, 2023, the parties executed a non-disclosure agreement and ACAC received information about the business, operational status, and future business plans of Candidate Nine. On February 1, 2023, Ms. Hua had a Zoom meeting with the representatives of Candidate Nine to discuss the business and background of Candidate Nine. ACAC did not proceed with a business combination with Candidate Nine because Candidate Nine decided to explore business combination opportunities with other SPACs in February 2023.

Candidate Ten:    On January 28, 2023 ACAC was introduced to Candidate Ten by Maxim Group, representing Candidate Ten. Candidate Ten is a technology company specialized in building dynamic intercity transportation networks in the United States. On February 3, 2023, Ms. Hua had a Zoom meeting with representatives of Candidate Ten to discuss the business and background of Candidate Ten. On February 6, 2022, the parties executed a non-disclosure

agreement and ACAC received additional information about the business, operational status, and future business plans of Candidate Ten. In February 2023, ACAC decided not to proceed with a business combination with Candidate Ten because the parties could not reach an agreement on the preliminary valuation range of Candidate Ten.

Timeline of the Business Combination

On January 12, 2023, Foxx was introduced to ACAC by Tim Liu, an investment advisor. At the Zoom meeting, Mr. Bill Jiang, senior consultant to Foxx introduced the history and current business of Foxx to Ms. Hua on a Zoom meeting.

On January 14, 2023, the parties executed a non-disclosure agreement. The non-disclosure agreement provided that both parties shall keep confidential of the information provided by the other party about its properties, employees, finances, businesses and operations.

On January 16, 2023, Ms. Hua had another Zoom meeting with Mr. Jiang to discuss the business development plan and financing needs of Foxx. After the meeting, ACAC received Foxx’s product deck, and Ms. Hua decided to focus on the potential of a business combination with Candidate Six first due to the lack of audited financials from Foxx.

On April 13, 2023, after ACAC decided not to proceed with Candidate Six, Ms. Hua resumed the dialog with Foxx and had a follow-up Zoom meeting with Mr. Haitao Cui, then Chief Executive Officer of Foxx, Mr. James Liao, Chief Technology Officer of Foxx, and Mr. Jiang to discuss the industry opportunities, challenges and competitive landscape of Foxx. Mr. Liao introduced the key elements of the device management cloud platform in detail.

On May 8 and 9, 2023, Ms. Hua had in-person meetings with Ms. Raya Ren, Chief Operating Officer of Foxx, and Mr. Jiang in Irvine, California, Foxx’ headquarters, to further discuss the vision of the management, long-term and short-term business plans, hiring needs, supply chain management capabilities, and R&D focus of Foxx.

On May 25, 2023, Foxx provided its unaudited and unreviewed financial information for the calendar years of 2021 and 2022 and quarterly financial report for the first calendar quarter of 2023 to ACAC. Such financial information includes the balance sheets and the statements of income only.

On June 8, 2023, Ms. Hua had an in-person meeting with Junzi Yuan, human resources manager of Foxx, and Mr. Jiang in Atlanta, Georgia, one of Foxx’s sales offices, to further discuss sales and marketing for current product offerings, future business plans and marketing strategy in the IoT segment, Foxx’ near-term hiring plan and long-term recruitment and incentive plan.

Between June and September, 2023, ACAC and Foxx discussed the potential valuation range of Foxx on the phone and by emails.

On September 19, 2023, ACAC and Foxx entered into a non-binding letter of intent (including a non-binding term sheet), pursuant to which, among others:

(i)     The total consideration to be provided to the Foxx Stockholders in the business combination will be within a range from $50,000,000 to $80,000,000, including the current equity value of Foxx (base valuation) and an additional equity value of Foxx based on the achievement of certain milestones (earnout valuation). The exact amount of the base valuation and earnout valuation will be agreed by the parties based on the valuation metrics as well as other material factors of Foxx and the market, and subject to ACAC’s due diligence on Foxx.

(ii)    The PubCo will establish a new equity incentive plan with an award pool equal to 15% of the PubCo’s outstanding stock immediately after closing of the initial business combination.

(iii)   At the closing, the board of directors of PubCo will have five directors, consisting of three directors (including two independent directors) designated by Foxx and two directors (including one independent director) designated by ACAC.

(iv)   The representations and warranties of ACAC and Foxx in the Business Combination Agreement will not survive the Closing.

(v)     Each party will bear its own transaction expenses in connection with the letter of intent and the negotiation of the proposed transaction, except that if parties enter into a definitive agreement, all costs and expenses incurred by either party at any time in connection with the proposed transaction will be borne by the surviving company.

During the period from the date of the Non-Binding Letter of Intent until the date of the Business Combination Agreement, the parties, through their counsel, actively discussed deal structure, conducted necessary legal due diligence, and exchanged drafts, comments and revisions on the transaction documents. These activities included, but were not limited to, the following:

(i)     Regarding engagement of professionals.    Additional advisors were engaged to assist with the transaction documents and the Business Combination:

a.      On September 20, 2023, R&C, the existing U.S. counsel of ACAC to assist with SEC reporting as required under the 1934 Act, as amended, was engaged by ACAC to assist with the Business Combination;

b.      On August 2, 2023, VCL Law LLP (“VCL”) was engaged by Foxx as its U.S. counsel in connection with the Business Combination;

c.      On July 20, 2023, Marcum LLP was engaged as the independent auditor for the financial statements of Foxx for the years ended June 30, 2023 and June 30, 2022;

d.      On December 29, 2023, ACAC engaged Beyond Century Consulting, LLC as a financial consultant to assist with the preparation of pro forma financial information in connection with the Business Combination;

e.      On January 15, 2024, ACAC engaged Messina Madrid Law PA as its U.S. tax counsel in connection with the Business Combination;

f.       On January 24, 2024, Foxx engaged Fletcher, Heald & Hildreth (“FHH”) as its U.S. counsel in in connection with FCC regulatory issues.

(ii)    Regarding due diligence.    On September 21, 2023, R&C commenced legal due diligence on Foxx and a data room was set up to collect information for such purpose. On January 29, 2024, R&C provided a draft due diligence memo to the Board for its review. The due diligence was concluded by R&C on February 16, 2024, with a final due diligence memo shared with the Board on the same date for their review.

(iii)   Regarding transaction documents.    On October 9, 2023, R&C proposed the current transaction structure to VCL which would allow PubCo to file the draft of Registration Statement confidentially with the SEC. The parties also discussed the deal structure with tax counsel. On October 11, 2023, R&C and VCL agreed on the deal structure on behalf of the parties. After that, R&C and VCL took lead roles on preparing the draft of Business Combination Agreement and Ancillary Documents.

a.      On November 3, 2023, R&C provided an initial draft of the Business Combination Agreement to VCL for review.

b.      On November 10, 2023, VCL provided initial comments on the Business Combination Agreement to R&C including its proposed revisions and comments on the representation and warranties and covenants of each party.

c.      On November 16, 2023, upon R&C’s request, the management of Foxx made a presentation of Foxx’s business including, without limitation, its operations, products, sales and distribution channel, customers, R&D and development plan to R&C, VCL and ACAC.

d.      Between November 16, 2023 and January 18, 2024, ACAC and Foxx, along with their respective representatives, counsels and advisors, discussed and negotiated certain terms of the Business Combination Agreement, including the amount of the earnout valuation and the performance targets for the earnout shares.

e.      On January 9 and 10, 2024, Ms. Hua met with Mr. Haitao Cui, Ms. Raya Ren, Mr. Bill Jiang and sales team members of Foxx and visited Foxx’s exhibition booth at the CES 2024 (Consumer Electronics Show 2024).

f.       On January 15, 2024, Foxx provided ACAC with the updated sales forecast for the first half of 2024 for further discussion of valuation and earnout.

g.      On January 21, 2024, Foxx and ACAC had a virtual meeting at which they agreed the total consideration to be provided to the Foxx Stockholders to be $50,000,000, based on a number of factors and considerations, including the financial performance of Foxx for the second half of 2023 and the updated sales forecast for the first half of 2024.

h.      On January 22, 2024, Ms. Hua had a discussion with Foxx management regarding the earnout structure, ACAC and Foxx agreed on an initial earnout structure which included up to 3,000,000 shares of Purchaser Common Stock subject to financial performance of Foxx for the years ended June 30, 2024.

i.       On January 25, 2024, R&C and VCL discussed the outstanding items for the Business Combination Agreement, including: (i) directors and officers of the surviving corporation, (ii) the escrow shares to be released subject to U.S. Congress’s reauthorization of the ACP, and (iii) changes on representations and warranties of Foxx based on the ongoing due diligence.

j.       On January 25, 2024, Ms. Hua had a discussion with Foxx management regarding the earnout structure, and based on ongoing due diligence and forecasted revenue growth rates of Foxx for fiscal years ended June 30, 2024 and June 30, 2025 respectively, Ms. Hua proposed a revised earnout structure including 4,200,000 shares of Purchaser Common Stock which will be subject to financial performance of Foxx for the years ended June 30, 2024 and 2025. Both ACAC and Foxx believe that the two-year timeframe in the revised earnout structure better matches the time for Foxx to unleash the value embedded in its business endeavors and yet to be unleashed. Although the total earnout shares increased, the earnout shares subject to financial performance of Foxx for fiscal year 2024 decreased from the originally proposed 3,000,000 shares to 2,100,000 shares of Purchaser Common Stock. On January 30, 2024, R&C shared a draft of the Business Combination Agreement with VCL incorporating the revised earnout structure.

k.      On January 24, 2024, FHH proposed changes to FCC-related representations and warranties in the Business Combination Agreement, based on their due diligence of Foxx’s business and operations.

l.       From January 30, 2024 to February 16, 2024, R&C and VCL worked and corresponded to finalize the terms of the Business Combination Agreements and Ancillary Documents. Final copies of the Business Combination Agreement and Ancillary documents were presented to the Board on the same day.

(iv)   Regarding establishing new entities.    New entities were established for the purpose of the Business Combination: