Dilution profile // every instrument, one screen, from SEC filings

Foxx Development Holdings Inc. (FOXXW)

CIK 2013807 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGHS-1 on file 2025-01-10
= is there a registration (S-1/S-3 family) on file without a later withdrawal
no structured fee data on the live registrations, so this is a yes/no, not a size
Overhead supply
HIGHwarrants = 172% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
LOW-3% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
Cash need
HIGH~5.8 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2024-10-222026-05-11

Latest: 7.0M shares as of May 11, 2026 (10-Q).

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
ACAC Warrants12.2Mnot tagged

Tranches exactly as the company dimensioned them in its 10-Q filed May 20, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 12.1M underlying shares, as reported Mar 31, 2026 (10-Q).

Reported exercise price: $11.5 (aggregate figure as tagged; individual tranches vary).

Rough fully diluted estimate: 19.2M = 7.0M O/S + 12.1M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Convertible Note Twonot tagged$15.0Mnot tagged

Notes exactly as the company dimensioned them in its 10-Q filed May 20, 2026. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding7.0MMay 11, 2026
+ ACAC Warrants (if exercised)12.2MMar 31, 2026
Fully diluted estimate19.2M+172.6% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

S-1Jan 10, 2025no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 0 executed · 0 registered.

UPDATEJan 24, 2025Prospectus update — often a resale registration, not necessarily new capital424B3
EFFECTIVEJan 23, 2025SEC declared a registration effective — selling can beginEFFECT
REGISTEREDJan 10, 2025S-1 registration — capacity to sell shares, not a sale yetS-1
EXECUTEDOct 2, 2024Unregistered share sale disclosed (8-K item 3.02)8-K
UPDATEJul 29, 2024Prospectus update — often a resale registration, not necessarily new capital424B3
EFFECTIVEJul 26, 2024SEC declared a registration effective — selling can beginEFFECT

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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