8-K
Foxx Development Holdings Inc. (FOXX)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported**): June6, 2025**
Foxx Development Holdings Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-42285 | 99-5119494 |
|---|---|---|
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | Identification Number) | |
| 15375 Barranca Parkway C106Irvine, CA | 92618 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
201-962-5550
**(**Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.0001 per share | FOXX | The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 | FOXXW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
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 13(a) of the Exchange Act. ☐
Section 7 - Regulation FD
Item 7.01. Regulation FD Disclosure
On June 6, 2025, Foxx Development Holdings Inc. (“Foxx”) issued a press release to announce that it will be included in the Russell Microcap® Index following FTSE Russell's preliminary 2025 annual reconstitution list.
A copy of the press release is furnished as Exhibit 99.1 hereto. The information contained in this Current Report on Form 8-K (including the exhibits) is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statementsand Exhibits
(d) Exhibits. The following exhibits are filed with this Form 8-K:
| Exhibit No. | Description of Exhibits |
|---|---|
| 99.1 | Press Release, dated June 6, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
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: June 6, 2025 |
2
Exhibit 99.1
Foxx Development Poisedto Join Russell Microcap Index
Irvine, CA, June 06, 2025 (GLOBE NEWSWIRE) -- Foxx Development Holdings Inc. (“Foxx Development” or “Company”) (Nasdaq: FOXX), a leading provider of consumer electronics and integrated Internet-of-Things (IoT) solutions for retail and institutional clients, today announced that the Company will be included in the Russell Microcap^®^ Index following FTSE Russell’s preliminary 2025 annual reconstitution list. Foxx is among the telecommunications companies slated to join the list, representing a significant milestone for the Company. The newly reconstituted indexes will take effect after U.S. market close on June 27.
The Russell Microcap^®^ Index is completely reconstituted annually to ensure new and growing equities are reflected and companies included continue to reflect appropriate capitalization and value characteristics. After meeting the index’s market capitalization and liquidity requirements and qualifying for inclusion, Foxx now joins a select group of emerging growth companies in this benchmark.
“Joining the Russell Microcap^®^ Index is nothing short of an honor,” said Greg Foley, CEO of Foxx Development Holdings Inc. “Being recognized alongside America’s promising growth companies validates our financial performance and the tangible impact we’re making in consumer electronics and IoT solutions. We believe our team has built something meaningful here, and Russell Microcap^®^ Index inclusion puts us on the radar of institutional investors who specialize in emerging growth opportunities and may help fuel our expansion.”
Russell Microcap^®^ Index inclusion typically increases a company’s visibility among institutional investors who track small-cap benchmarks. The designation often leads to enhanced liquidity as index funds and ETFs that follow the Russell Microcap automatically purchase shares of constituent companies.
About Foxx Development Holdings Inc.
Foxx Development is a consumer electronics and integrated Internet-of-Things (IoT) solution company catering to both retail and institutional clients. With robust research and development capabilities and a strategic commitment to cultivating long-term partnerships with mobile network operators, distributors and suppliers around the world, it currently sells a diverse range of products including mobile phones, tablets and other consumer electronics devices throughout the United States, and is in the process of developing and distributing end-to-end communication terminals and IoT solutions. For more information, please visit http://foxxusa.com and http://ir.foxxusa.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (“Exchange Act”). Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. Such forward- looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties, and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.
InvestorRelations Contact:
International Elite Capital
Annabelle Zhang
Telephone: +1 (646) 866-7928
Email: foxx@iecapitalusa.com