X0202 SCHEDULE 13D/A 0002039239 XXXXXXXX LIVE 1 Common Stock, par value $0.0001 per share 05/01/2026 false 0002013807 351665104 Foxx Development Holdings Inc.

13575 Barranca Parkway C106 Irvine CA 92618

New Bay Capital Limited 86 13910871716 Rm. 805, 8/F, Harbour Crystal Center No. 100 Granville Road Tsim Sha Tsui, KL K3 0000 0002039239 N New Bay Capital Limited OO N K3 2930426.00 0.00 2930426.00 0.00 2930426.00 N 31.49 CO (1) Representing 630,426 shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock"), and 2,300,000 warrants ("Warrants") exercisable for one share of Common Stock at an exercise price of $11.50 per share. (2) Percentage is calculated based on 7,006,388 shares of the Common Stock outstanding as of May 1, 2026. Y New Bay Capital (Cayman) Corporation OO N E9 2930426.00 0.00 2930426.00 0.00 2930426.00 N 31.49 CO (1) Representing 630,426 shares of Common Stock and 2,300,000 Warrants directly owned by New Bay Capital Limited, which is wholly owned by New Bay Capital (Cayman) Corporation. Y Shi Liu OO N Z4 2930426.00 0.00 2930426.00 0.00 2930426.00 N 31.49 IN (1) Representing 630,426 shares of Common Stock and 2,300,000 Warrants directly owned by New Bay Capital Limited, which is wholly owned by New Bay Capital (Cayman) Corporation, of which Mr. Shi Liu is the sole owner. Common Stock, par value $0.0001 per share Foxx Development Holdings Inc. 13575 Barranca Parkway C106 Irvine CA 92618 The securities to which this Amendment No. 1 to Schedule 13D relates are Common Stock, par value $0.0001 per share (the "Common Stock"), issued by Foxx Development Holdings Inc. (the "Issuer"). This statement is filed by New Bay Capital Limited, a Hong Kong company ("New Bay"), New Bay Capital (Cayman) Corporation, an exempted corporation incorporated under laws of Cayman Island ("New Bay Cayman"), and Shi Liu ("Mr. Liu", together with New Bay and New Bay Cayman, the "Reporting Persons"). The principal business address of the Reporting Persons is Rm. 805, 8/F, Harbour Crystal Center, No. 100 Granville Road, Tsim Sha Tsui, KL, Hong Kong. New Bay is primarily involved in investment. Mr. Liu is the director of New Bay. During the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item 2, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was the subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal and state securities laws of findings any violation with respect to such laws. New Bay is incorporated in Hong Kong. New Bay Cayman is incorporated in the Cayam Islands. The Citizenship of Mr. Liu is Canada. The information set forth in Items 4 and 5 of this Schedule 13D are hereby incorporated by reference into this Item 3. On May 1, 2026, New Bay Capital Limited ("New Bay") and Acri Capital Sponsor LLC entered into a Securities Transfer Agreement with, pursuant to which New Bay agreed to purchase 2,300,000 Warrants from Acri Capital Sponsor LLC at a purchase price of $0.11 per Warrant and for a total consideration of $253,000. The Common Stock and Warrants reported in this filing have been purchased and held for investment purposes. The Reporting Persons used their own funds to acquire the securities as a passive investor and has no present plan or proposal which would relate to or result in any of the matters or actions set forth in clauses (a) through (j) of Item 4 of Schedule 13D. The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference. Other than the disposition of the shares as reported in this Schedule 13D, no actions in the common stock were effected during the past sixty (60) days by the Reporting Persons. The information set forth in Items 4 of this Schedule 13D are hereby incorporated by reference into this Item 6. Item 7 of the Schedule 13D is hereby amended by adding the following to the end of the section: Exhibit No. Description 99.1 Joint Filing Agreement, dated May 5, 2026. 99.2 Securities Transfer Agreement, dated May 1, 2026, by and among Acri Capital Sponsor LLC and New Bay Capital Limited. New Bay Capital Limited /s/ Shi Liu 05/05/2026 New Bay Capital (Cayman) Corporation /s/ Shi Liu 05/05/2026 Shi Liu /s/ Shi Liu 05/05/2026