Foxx Development Holdings Inc. filed SEC Form 8-K: Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits
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Item 4.01 Changes in Registrant’s Certifying Accountant.
(a) Resignation of Independent Registered Public Accounting Firm
On November 1, 2024, CBIZ CPAs P.C. acquired (the “Acquisition”) the attest business of Marcum LLP (“Marcum”). In connection with the Acquisition, on May 1, 2025, Marcum resigned as the independent registered public accounting firm of Foxx Development Holdings Inc. (the “Company”). The Audit Committee of the Board of Directors of the Company (the “Audit Committee”) accepted Marcum’s resignation. Marcum acted as the independent registered public accounting firm of Foxx Development Inc. (“Foxx Development”), a Texas corporation, during the fiscal years ended June 30, 2024 and 2023. On September 26, 2024, Foxx Development was merged with and into a wholly-owned subsidiary of the Company (the “Merger”), as described in detail in the Company’s Current Report on Form 8-K filed on October 2, 2024. Following the Merger, Marcum remained as the auditor of the Company and reviewed the unaudited interim financial statements of the Company for the period ended September 30, 2024 and December 31, 2024.
The reports of Marcum on Foxx Development’s financial statements for the fiscal year ended June 30, 2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles, except that each report contained an explanatory paragraph which noted that there was substantial doubt about the Foxx Development’s ability to continue as a going concern.
During the fiscal years ended June 30, 2024 and 2023 for Foxx Development, and the subsequent interim periods of the Company following the Merger and through May 1, 2025, there have been no (i) “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”)) with Marcum on any matter of accounting principles or practices, financial statement disclosure or reviewing scope or procedure, and (ii) “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K), except for:
| ● | material weaknesses in Foxx Development’s internal controls over financial reporting related to the design or operation of internal controls which could adversely affect its ability to record, process, summarize, and report financial data including: (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 generally accepted accounting principle (“GAAP) in a timely manner, (iv) inefficient oversight of those charged with governance with respect to complete and accurate finance 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, which were identified in connection with the Foxx Development’s preparation of its financial statements for the year ended June 30, 2024. |
The Company provided Marcum with a copy of the disclosure it is making herein in response to Item 304(a) of Regulation S-K, and requested that Marcum furnish the Company with a copy of its letter addressed to the SEC, pursuant to Item 304(a)(3) of Regulation S-K, stating whether or not Marcum agrees with the statements related to them made by the Company in this report. A copy of Marcum’s letter to the SEC dated May 1, 2025 is attached as Exhibit 16.1 to this report.
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(b) Newly Engaged Independent Registered Public Accounting Firm
The Audit Committee approved the appointment of CBIZ CPAs P.C. ("CBIZ") as the Company’s new independent registered public accounting firm on May 1, 2025, with immediate effect, for the fiscal year ending June 30, 2025. During the fiscal years ended June 30, 2024 and the subsequent interim period through May 1, 2025, neither the Company, nor anyone on its behalf, consulted CBIZ regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by CBIZ that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are filed with this Form 8-K:
| Exhibit No. | Description of Exhibits | |
| 16.1 | Letter of Marcum LLP to the Securities and Exchange Commission dated May 1, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Foxx Development Holdings Inc. | ||
| By: | /s/ Gregory Foley | |
| Name: | Gregory Foley | |
| Title: | Chief Executive Officer | |
| Date: May 6, 2025 | ||
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