Reverse Recapitalization

9 Months Ended

Mar. 31, 2026

Note 4 — Reverse recapitalization

Upon the consummation of the Business Combination, these transactions were completed, based on the Company’s capitalization as of September 26, 2024 (the “Closing Date”): (i) all 2,270,096 ACAC outstanding shares were converted on a one-for-one basis into the Company’s Common Stock; (ii) all issued and outstanding shares of Old Foxx Common Stock were cancelled in exchange for the rights for Old Foxx Shareholders, including the holders of Old Foxx’s convertible promissory notes upon the conversion of the convertible promissory notes and their interests into Old Foxx Common Stock immediately prior to Closing (see Note 13), to receive such stockholder’s pro rata share of 5,000,000 shares (“Closing Payment Shares”) of the Company’s Common Stock were cancelled in exchange for the right by the Old Foxx Shareholders to receive a pro rata share of 3,303,333 shares of the Company’s Common Stock at the exchange ratio of 3.3033; (iii) 4,200,000 shares (“Earnout Shares”) of the Company’s Common Stock were reserved for issuance to Old Foxx’s stockholders subject to the vesting schedule based on the Company’s financial performance for the fiscal years ended June 30, 2025 and 2024. The Earnout Shares were forfeited since the Company did not meet the financial performance threshold; (iv) all issued and outstanding 12,156,417 ACAC warrants were converted on a one-for-one basis into warrants of the Company.

The following table presents the number of the Company’s common stock issued and outstanding immediately following the Reverse Recapitalization (as defined below):

	Common
	Stock
ACAC’s common stock outstanding prior to Reverse Recapitalization		3,971,634
Less: redemption of ACAC’s common stock		(1,744,663	)
Common stock issued to underwriter		43,125
Conversion of Old Foxx’s common stock into Foxx’s common stock		3,303,333
Conversion of Old Foxx’s convertible promissory notes into Foxx’s common stock		1,696,668
Total common stock		7,270,097

Old Foxx was determined to be the accounting acquirer given Old Foxx effectively controlled the combined entity after the Business Combination. The transaction is accounted for as a reverse recapitalization (“Reverse Recapitalization”), which is equivalent to the issuance of common stock by Old Foxx for the net monetary assets of ACAC, accompanied by a recapitalization. Old Foxx is determined as the accounting acquirer and the historical financial statements of Old Foxx became the Company’s historical financial statements, with retrospective adjustments to give effect of the Reverse Recapitalization. The net assets of ACAC were recognized as of Closing date at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of Old Foxx and Old Foxx’s operations are the only ongoing operations of the Company.

In connection with the Reverse Recapitalization, the Company raised approximately $19.7 million of proceeds, presented as cash flows from financing activities.

The following table reconciles the elements of the Reverse Recapitalization to the consolidated statements of cash flows and the changes in stockholders’ deficit:

	September 26,
	2024
Funds held in ACAC’s trust account	$	21,627,541
Funds held in ACAC’s operating cash account		298,643
Less: payments of transaction costs incurred by ACAC		(2,215,896	)
Proceeds from the Reverse Recapitalization		19,710,288
Less: non-cash net deficit assumed from ACAC		(21,810,926	)
Net distributions from issuance of Common Stock upon the Reverse Recapitalization	$	(2,100,638	)

The shares and corresponding capital amounts and all per share data related to Old Foxx’s outstanding common stock prior to the Reverse Recapitalization have been retroactively adjusted using the Exchange Ratio of 3.3033.