IPO and Trust Account - The company completed its IPO on December 9, 2021, raising gross proceeds of $172.5 million from the sale of 17,250,000 units at $10.00 per unit[20]. - A total of $175.95 million, including $172.5 million from the IPO and $8.95 million from the private placement of warrants, was placed in a trust account[23]. - As of February 27, 2023, shareholders redeemed 10,693,417 public shares for an aggregate amount of $111.35 million, leaving approximately $68.27 million in the trust account[28]. - Following the September 2023 extraordinary general meeting, approximately $63.34 million remained in the trust account after redemptions of 757,463 public shares for about $8.27 million[34]. - A total of 201,496 public shares were redeemed for an aggregate amount of $2,246,585, leaving $62,410,856 in the Trust Account[39]. - The Trust Account currently holds approximately $12.05 per public share available for redemption upon completion of the initial business combination[86]. - The Trust Account is anticipated to hold $12.05 per public share, but claims against the company could reduce the per-share redemption amount for shareholders[128]. - The proceeds in the Trust Account are invested in U.S. government treasury obligations with a maturity of 185 days or less, which may yield negative interest rates, potentially reducing the per-share redemption amount below $12.05[132]. Business Combination Extensions - The company issued a first promissory note of $875,000 on February 28, 2023, to facilitate the first extension of the business combination period[29]. - On September 7, 2023, shareholders approved an extension of the business combination period, allowing for up to three one-month extensions, with a payment of $125,000 for each extension[34]. - Shareholders approved a Fourth Extension allowing up to twelve one-month extensions of the termination date from December 9, 2023, to December 9, 2024, with a deposit of $125,000 for each extension[39]. - The Company deposited $125,000 each month from December 2023 to May 2024 to extend the termination date to June 9, 2024[40]. - The Fifth Extension was approved to extend the time to complete the initial business combination from December 9, 2024, to December 9, 2025, with no further payments required[42]. - The company extended the time to complete the initial business combination from December 9, 2024, to December 9, 2025, allowing for a total of 48 months post-IPO[68]. Management Changes - Kyle Bransfield replaced Daniel Braatz as Chairman and CEO effective September 8, 2023, as part of a management change[37]. Financing and Debt - A working capital promissory note of $500,000 was issued to Templar Sponsor on September 8, 2023, with the principal payable upon the consummation of the initial business combination[38]. - The company incurred a gain on settlement of debt of $117,373 after paying off the outstanding balance of $1.625 million on the promissory notes on August 18, 2023[33]. - On August 26, 2024, the Company issued an unsecured promissory note in the principal amount of $446,000 to Bioceres LLC, bearing interest at 20% per annum[65]. - On November 7, 2024, the Company issued a second unsecured promissory note in the principal amount of $700,000 to Bioceres[66]. - As of December 31, 2024, $914,615 has been drawn under the Bioceres Notes[67]. - The company has issued multiple promissory notes to address operating expenses exceeding estimates, indicating ongoing financial strain[126]. - The company may require additional financing to complete its initial business combination, which may not be available on acceptable terms, potentially leading to restructuring or abandonment of the transaction[112]. - The company may need to rely on loans from sponsors or third parties to finance its search for a target business, as current funds may not be sufficient[125]. Business Combination Agreements - A Business Combination Agreement was entered into on March 25, 2024, with OmnigenicsAI Corp and MultiplAI Health Ltd as target companies[45]. - The MultiplAI SPA was terminated on August 27, 2024, meaning OmnigenicsAI will not acquire MultiplAI[46]. - The Proposed Business Combination includes a merger where each ordinary share of the Company will be exchanged for one ordinary share of OmnigenicsAI[48]. - The obligations to consummate the Proposed Business Combination are subject to customary closing conditions, including shareholder approval and Nasdaq listing approval[49]. Shareholder Rights and Voting - Holders of public shares will not have voting rights on the appointment of directors prior to the initial business combination[186]. - Shareholders holding more than 15% of Class A ordinary shares will lose the ability to redeem shares exceeding this threshold without prior consent[187]. - The company is obligated to offer redemption rights to public shareholders, which may reduce available resources for the initial business combination[101]. - The company may not hold a shareholder vote for the initial business combination unless required by law or stock exchange listing requirements, which could lead to a situation where a majority of public shareholders do not support the combination[99]. Risks and Challenges - The company may face significant competition from other entities, including private equity groups and other special purpose acquisition companies, which may limit its ability to acquire larger target businesses[87]. - The company has no operating history and will not generate any operating revenues until the consummation of its initial business combination[93]. - If the Proposed Business Combination is terminated, the market price of the company's securities is expected to decrease significantly[95]. - The ability of public shareholders to redeem shares for cash may deter potential business combination targets, making it difficult to enter into agreements[102]. - The ongoing geopolitical tensions, including the Russia-Ukraine conflict and the Israel-Hamas conflict, could materially adversely affect the company's search for a business combination[106]. - The company may face challenges in assessing the management of prospective target businesses, which could negatively impact the operations and profitability of the post-combination business[116]. - The company may pursue acquisition opportunities with early-stage or financially unstable businesses, which carry inherent risks due to lack of established revenue or earnings[118]. - The company may face significant economic, competitive, and regulatory risks due to a lack of diversification in its operations[146]. - The company may encounter increased costs and risks when attempting to simultaneously complete business combinations with multiple targets[147]. - The competition for attractive business combination targets has increased, potentially raising costs and complicating the ability to find suitable targets[154]. Compliance and Regulatory Issues - Trading in the company's securities is currently suspended on Nasdaq due to a delisting determination related to non-compliance with continued listing standards by December 6, 2024[167]. - The company received a notice from Nasdaq indicating that the aggregate market value of its outstanding warrants was less than $1 million, leading to non-compliance with Nasdaq's listing criteria[169]. - Nasdaq's staff determined that the company's Compliance Plan was insufficient, resulting in the initiation of procedures to delist its warrants and units[170]. - The company failed to complete its initial business combination by the Nasdaq deadline, leading to a conclusion of non-compliance with listing requirements[171]. - The anticipated delisting may lead to the company's securities losing their status as "covered securities," resulting in additional state regulations[181]. - The company must demonstrate compliance with Nasdaq's initial listing requirements to close the Business Combination, which are generally more rigorous than continued listing requirements[176]. - If the company is unable to consummate the Business Combination, investors may not realize the benefits of owning shares in a successor operating business, and any Public Warrants held may expire worthless[185]. Financial Condition and Shareholder Impact - The company may incur substantial debt to complete a business combination, which could adversely affect its financial condition and shareholder value[141]. - Only $120 in cash was available outside the Trust Account as of December 31, 2024, limiting the company's working capital[143]. - The company may issue shares at a price less than the prevailing market price during the initial business combination, impacting shareholder value[142]. - The company may liquidate securities held in the Trust Account to mitigate the risk of being deemed an unregistered investment company, which would reduce the amount available for public shareholders upon redemption[194]. - If a bankruptcy petition is filed after distributing funds from the Trust Account, shareholders may face claims for recovery of distributions received[133]. - Shareholders may be held liable for claims against the company to the extent of distributions received upon redemption of their shares[135]. Internal Controls and Reporting - The company identified material weaknesses in internal control over financial reporting related to errors in warrant liabilities and classification of temporary and permanent equity[218]. - The company’s Articles require a special resolution for amendments, needing at least two-thirds of shareholders' approval, which is a lower threshold than some other special purpose acquisition companies[208]. Miscellaneous - The company may not be able to maintain control of a target business post-combination, affecting operational success[150]. - The company has not adopted a policy to prevent its directors and officers from having financial interests in transactions, which may lead to conflicts of interest[162]. - The management team may face conflicts of interest due to their commitments to other business activities, impacting their ability to focus on the company's affairs[159]. - The company may consider business combinations outside of its management's areas of expertise, which could lead to inadequate assessment of relevant risk factors[114]. - The company may issue additional Class A ordinary shares or preferred shares to complete the initial business combination, potentially diluting existing shareholders[204]. - The company may amend the terms of the warrants, which could result in an increase in the exercise price or a decrease in the number of Class A ordinary shares purchasable upon exercise[213].

IPO and Financing - The Company completed its IPO on December 9, 2021, raising gross proceeds of $172.5 million from the sale of 17,250,000 units at $10.00 per unit [191]. - Following the IPO, $175.95 million from the net proceeds was placed in a trust account, to be invested only in U.S. government securities [192]. - The Company’s sponsor purchased 8,950,000 private placement warrants at $1.00 each, contributing additional funds to the trust account [194]. - The underwriting discount paid at the IPO closing was $3.45 million, with an additional deferred fee of $6.04 million waived by underwriters, resulting in a gain from settlement [195]. - The underwriters from the Initial Public Offering waived their right to deferred underwriting commissions amounting to $6,037,500, which was recorded as a gain on settlement of underwriter fees [234]. Business Combination - A Business Combination Agreement was entered into on March 25, 2024, with OmnigenicsAI Corp and MultiplAI Health Ltd, although the acquisition of MultiplAI was later terminated [196]. - The Merger will result in each ordinary share of the Company being exchanged for one ordinary share of OmnigenicsAI, with warrants converting to Company Warrants [198]. - The Proposed Business Combination is subject to customary closing conditions, including shareholder approval and Nasdaq listing approval [200]. - OmnigenicsAI must have no more than 34 million issued and outstanding Company Shares prior to the Merger Effective Time [201]. - The Business Combination Agreement includes customary representations and warranties from all parties involved [204]. - The agreement may be terminated under specific conditions, including failure to obtain necessary approvals or breaches of representations [208]. - The company has until December 9, 2024, to consummate a Business Combination, or it will face mandatory liquidation [229]. Financial Performance - For the nine months ended September 30, 2024, the company reported a net income of $250,870, with operating costs amounting to $2,227,219 [220]. - For the three months ended September 30, 2024, the company achieved a net income of $2,122,120, with operating costs of $738,095 and an unrealized gain of $2,022,883 related to the change in fair value of warrants [221]. - For the nine months ended September 30, 2023, the company reported a net income of $3,536,796, with operating costs of $1,550,407 and interest income of $2,889,122 from investments in the Trust Account [222]. - As of September 30, 2024, the company had a working capital deficit of $3,970,122, excluding accrued interest receivable [226]. Capital Resources and Expenses - The company has issued an unsecured promissory note of up to $2,000,000 to finance transaction costs related to a Business Combination [227]. - The company expects to incur increased expenses due to being a public company, including legal, financial reporting, and due diligence expenses [219]. - The company anticipates generating small amounts of non-operating income from interest on cash and investments until the completion of its initial business combination [219]. - The company may need to obtain alternative liquidity and capital resources to meet its needs, which may not be available [228]. Accounting and Reporting - The Company accounts for warrants based on specific terms and applicable guidance, assessing whether they meet liability or equity classification criteria [237]. - Issued or modified warrants that do not meet equity classification criteria are recorded at their initial fair value, with changes recognized as non-cash gains or losses [238]. - Ordinary shares subject to possible redemption are classified as temporary equity and presented at redemption value outside of shareholders' equity [240]. - Net income per ordinary share is calculated by dividing net income by the weighted average shares of ordinary shares outstanding for the respective period [241]. - The calculation of diluted net income excludes the effect of warrants underlying the Units sold in the IPO, as their inclusion would be anti-dilutive [242]. - As of September 30, 2024, the Company had no off-balance sheet arrangements or commitments [243]. - The Company is assessing the impact of ASU 2020-06, effective for fiscal years beginning after December 15, 2023, on its financial position and results [244]. - ASU 2023-09, effective for annual periods beginning after December 15, 2024, aims to enhance income tax disclosures, and the Company is evaluating its impact [245]. - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [247]. - The Company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act for a period of five years following the offering [249].

IPO and Business Combination - The Company completed its IPO on December 9, 2021, raising gross proceeds of $172.5 million from the sale of 17,250,000 units at $10.00 per unit[165]. - Following the IPO, $175.95 million from the net proceeds was placed in a trust account, which will be invested only in U.S. government securities[166]. - A Business Combination Agreement was entered into on March 25, 2024, with OmnigenicsAI Corp and MultiplAI Health Ltd, although the acquisition of MultiplAI was later terminated[170][171]. - The Merger will result in each ordinary share of the Company being exchanged for one ordinary share of OmnigenicsAI, with warrants converting to Company Warrants[173]. - The Proposed Business Combination is subject to customary closing conditions, including shareholder approval and Nasdaq listing approval[175]. - OmnigenicsAI must have at least $5,000,001 of net tangible assets prior to the Merger Effective Time[175]. - The Business Combination Agreement includes customary representations and warranties from all parties involved[179]. - The obligations of the parties to consummate the Proposed Business Combination are subject to the absence of any material adverse effects[177]. - The company has until December 9, 2024, to consummate a Business Combination, or it will face mandatory liquidation[200]. Financial Performance - For the six months ended June 30, 2024, the company reported a net loss of $1,871,250, with operating costs of $1,489,124 and unrealized losses of $2,022,883 related to the change in fair value of warrants[194]. - The company had a net income of $378,011 for the three months ended June 30, 2024, with operating costs of $184,030 and interest income of $827,424 from investments in the Trust Account[194]. - As of June 30, 2024, the company had a working capital deficit of $2,851,461 and only $168 in its operating bank account[197]. - The company incurred a net loss of $58,854 for the six months ended June 30, 2023, with operating costs of $1,362,299 and interest income of $2,274,975 from investments in the Trust Account[195]. Financing and Liquidity - The company issued an unsecured promissory note for up to $2,000,000 to finance transaction costs related to a Business Combination, with an outstanding principal balance of $1,427,460 as of June 30, 2024[197]. - The company expects to incur increased expenses due to being a public company, including legal, financial reporting, and due diligence expenses[193]. - The company anticipates that its liquidity needs may not be met through the consummation of a Business Combination or within one year from the filing date[199]. Accounting and Reporting - The Company assesses warrants based on FASB ASC 480 and ASC 815, determining their classification as liabilities or equity[208]. - Issued or modified warrants that do not meet equity classification criteria are recorded at their initial fair value, with changes recognized as non-cash gains or losses[209]. - Ordinary shares subject to possible redemption are classified as temporary equity and presented at redemption value, reflecting uncertain future events[210]. - Net income per ordinary share is calculated by dividing net income by the weighted average shares outstanding for the respective period[211]. - Diluted net income calculation excludes warrants as their inclusion would be anti-dilutive under the treasury stock method[212]. - The Company had no off-balance sheet arrangements or commitments as of June 30, 2024[214]. - ASU 2020-06, effective after December 15, 2023, simplifies accounting for certain financial instruments and may impact the Company's financial position[215]. - ASU 2023-09, effective after December 15, 2024, enhances income tax disclosures, with the Company currently assessing its impact[216]. - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[217]. - The Company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[218]. Risks and Uncertainties - The company has identified various factors that may adversely affect its results of operations, including economic uncertainty, inflation, and geopolitical instability[196].

IPO and Financial Proceeds - The Company completed its IPO on December 9, 2021, raising gross proceeds of $172.5 million from the sale of 17,250,000 units at $10.00 per unit[165]. - Following the IPO, $175.95 million from the net proceeds was placed in a trust account, to be invested in U.S. government securities[166]. - The Company incurred an underwriting discount of $3.45 million at the IPO closing, with an additional deferred fee of $6.04 million waived by underwriters, resulting in a gain from settlement[169]. - The underwriters from the initial public offering waived their right to deferred underwriting commissions amounting to $6,037,500, which has been recorded as a gain on settlement of underwriter fees[206]. Business Combination Agreement - A Business Combination Agreement was entered into on March 25, 2024, with OmnigenicsAI Corp and MultiplAI Health Ltd, although the acquisition of MultiplAI was later terminated[170][171]. - The Proposed Business Combination will involve the merger of Merger Sub with the Company, with each ordinary share of the Company exchanged for one ordinary share of OmnigenicsAI[173]. - The obligations to consummate the Proposed Business Combination are subject to conditions including shareholder approval and Nasdaq listing approval[175]. - OmnigenicsAI must have no more than 34 million issued and outstanding Company Shares prior to the Merger Effective Time[176]. - The Business Combination Agreement includes customary representations and warranties from all parties involved[179]. - The Business Combination Agreement may be terminated under certain conditions, including failure to obtain necessary approvals or breaches of representations[183]. Financial Performance and Position - For the three months ended March 31, 2024, the company reported a net loss of $2,249,261, which included operating costs of $1,305,094 and an unrealized loss of $1,757,500 related to the change in fair value of warrants[196]. - The company had a working capital deficit of $2,417,430 as of March 31, 2024, with only $568 in cash available[198]. - The company expects to incur increased expenses due to being a public company, including legal, financial reporting, and due diligence costs, which are anticipated to increase substantially after this period[195]. - The company has issued an unsecured promissory note of up to $2,000,000 to finance transaction costs related to a business combination, with an outstanding principal balance of $1,048,365 as of March 31, 2024[198]. - Management believes that the company will not have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a business combination or one year from the filing date[199]. - The company has until December 9, 2024, to consummate a business combination, with potential extensions available, but there is substantial doubt about its ability to do so[202]. - The company incurred a net loss of $192,362 for the three months ended March 31, 2023, with operating costs of $920,696 and interest income of $1,455,804 from investments in its Trust Account[196]. Accounting and Reporting - The Company accounts for its ordinary shares subject to possible redemption as temporary equity, presenting them at redemption value outside of shareholders' equity[212]. - Net income per ordinary share is calculated by dividing net income by the weighted average shares of ordinary shares outstanding for the respective period[213]. - The calculation of diluted net income excludes the effect of warrants for 17,575,000 Class A ordinary shares as their inclusion would be anti-dilutive[214]. - As of March 31, 2024, the Company had no off-balance sheet arrangements or commitments[216]. - The Company is assessing the impact of ASU 2020-06, effective after December 15, 2023, which simplifies accounting for certain financial instruments[217]. - ASU 2023-09, effective after December 15, 2024, requires enhanced disclosures on income taxes, which the Company is currently evaluating[218]. - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[219]. - The Company may rely on reduced reporting requirements under the JOBS Act for five years post-IPO, affecting various disclosure obligations[220]. - The Company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[222]. Administrative Changes - The company has terminated the administrative services agreement with APx Sponsor Group I as of August 30, 2023, with no fees remaining outstanding[203].

IPO and Trust Account - The company completed its IPO on December 9, 2021, raising gross proceeds of $172,500,000 from the sale of 17,250,000 units at $10.00 per unit[17]. - A total of $175,950,000 was placed in a U.S.-based trust account, which includes $172,500,000 from the IPO and $8,950,000 from the private placement of warrants[20]. - As of February 27, 2023, shareholders redeemed 10,693,417 public shares for an aggregate amount of $111,346,281, leaving approximately $68,271,081 in the Trust Account[25]. - Following the September 2023 EGM, approximately $63,340,058 remained in the Trust Account after redemptions of 757,463 public shares for about $8,273,281[30]. - A total of 201,496 public shares were redeemed for an aggregate amount of $2,246,585, leaving $62,410,856 in the Trust Account and 5,597,624 public shares outstanding[35]. - The current amount in the Trust Account is approximately $11.20 per public share, which may increase by the lesser of $0.025 per public share or $125,000 per month if the Combination Period is extended[76]. - The anticipated amount in the Trust Account is $11.20 per public share, but this could be reduced due to third-party claims against the Trust Account[125]. - The Trust Account proceeds are invested in U.S. government treasury obligations with a maturity of 185 days or less, which may yield negative interest rates, potentially lowering the per-share redemption amount[131]. - The Trust Account funds may be reduced below $11.20 per share due to negative interest rates or asset value reductions, impacting shareholder redemption amounts[130]. Business Combination and Agreements - The company entered into a Business Combination Agreement with OmnigenicsAI Corp and MultiplAI Health Ltd on March 25, 2024, for a proposed business combination[39]. - OmnigenicsAI will issue an aggregate amount of 4,000,000 Company Shares to Parent as part of the business combination[40]. - The obligations to consummate the proposed business combination are subject to conditions including shareholder approval and Nasdaq listing approval[43]. - The Business Combination Agreement may be terminated if the merger effective time does not occur by December 9, 2024[50]. - The MultiplAI Share Purchase Agreement was executed on March 13, 2024, as part of the business combination process[53]. - The company has entered into a Backstop Agreement obligating Theo to cover any shortfall exceeding $10,000,000 in cash after SPAC Shareholder Redemptions[56]. - The company plans to utilize remaining cash in the Trust Account from the IPO and private placement for its initial business combination, which may involve financially unstable or early-stage businesses[60]. - The company may seek additional funds through private offerings of debt or equity securities to complete its initial business combination if cash from the Trust Account is insufficient[63]. - The company anticipates that target businesses will be sourced from various unaffiliated sources, including investment bankers and private investment funds[65]. - The company is not currently engaged in operations and will not do so until the completion of its initial business combination[60]. Financial Obligations and Risks - The company issued a first promissory note of $875,000 on February 28, 2023, to facilitate the first extension of the business combination period[26]. - A working capital promissory note of $500,000 was issued to Templar Sponsor on September 8, 2023, with the option to convert up to $1,500,000 into warrants upon the consummation of the initial business combination[34]. - As of December 31, 2023, a principal balance of $520,600 was outstanding on the working capital promissory note[34]. - The maximum principal amount of the Working Capital Promissory Note was increased from $500,000 to $2,000,000 to fund working capital needs and extension payments[38]. - The company may incur substantial debt to complete a business combination, which could adversely affect leverage and financial condition, impacting shareholder value[143]. - The company may face challenges in obtaining additional financing necessary to complete its initial business combination, which could compel it to restructure or abandon the transaction[106]. - If the initial business combination is not completed, the founder shares and private placement warrants will be worthless, impacting the financial interests of sponsors[117]. - The company may face write-downs or restructuring charges post-combination, which could negatively affect financial condition and market perception[123]. Shareholder Rights and Voting - Shareholders approved an amendment to extend the termination date up to twelve times for an additional one month each time, with a deposit of $125,000 for each extension, allowing the termination date to extend to December 9, 2024[35]. - Holders of public shares will not have voting rights on the appointment of directors prior to the initial business combination, limiting their influence over management decisions[178]. - The company may not hold a shareholder vote for the initial business combination unless required by law or stock exchange listing requirements, which could lead to a situation where a majority of public shareholders do not support the combination[89]. - The ability of public shareholders to redeem shares for cash may make the company's financial condition unattractive to potential business combination targets[93]. - The company is obligated to offer redemption rights to public shareholders, which may limit its available resources for the initial business combination[91]. Management and Operational Risks - The company may need to recruit additional managers post-business combination, but there is no assurance that suitable candidates will be available[73]. - The company is dependent on a small group of key personnel, and their loss could adversely affect operations and profitability[160]. - Key personnel may negotiate employment agreements that could create conflicts of interest in selecting target businesses[163]. - The company has not adopted a policy to prohibit directors and officers from having financial interests in investments acquired or disposed of by the company, which may lead to conflicts of interest[167]. - The company may face significant risks due to a lack of diversification, which could adversely impact its performance in a single industry or product line[147]. - The company may pursue complex business combinations that require significant operational improvements, which could delay achieving desired results[149]. - If the company combines with a large, complex entity, it may encounter numerous operational risks that could hinder strategy implementation[150]. - The company may not maintain control over a target business post-combination, which could affect operational success[151]. Regulatory and Compliance Issues - The company received a deficiency letter from Nasdaq on December 21, 2023, due to the failure to file its Quarterly Report on Form 10-Q for Q3 2023, which is required for continued listing[173]. - To maintain its listing on Nasdaq, the company must meet minimum requirements, including a minimum shareholders' equity of $2.5 million and a minimum market value of $50 million[173]. - The company may face significant adverse consequences if its securities are delisted from Nasdaq, including reduced liquidity and potential classification as a "penny stock"[176]. - The company is required to file a registration statement for Class A ordinary shares issuable upon exercise of warrants within 15 business days after the closing of its initial business combination[191]. - If the Class A ordinary shares are not registered, warrant holders may only exercise their warrants on a cashless basis, resulting in fewer shares received[192]. Conflicts of Interest - The company may engage in business combinations with target businesses affiliated with its sponsors or directors, which could create potential conflicts of interest[169]. - The personal and financial interests of the company's officers and directors may influence the selection of target businesses, potentially leading to conflicts of interest[116]. - The company will require an independent investment banking firm to provide an opinion on the fairness of any business combination with affiliated entities, although conflicts of interest may still exist[169]. Financial Reporting and Internal Controls - Material weaknesses in internal control over financial reporting have been identified, including errors in warrant liabilities and classification of equity[209]. - The company has held funds in the Trust Account only in U.S. government treasury obligations or money market funds to mitigate the risk of being deemed an unregistered investment company[188]. - The company may incur additional costs if the forum provisions in its warrant agreement are found to be unenforceable, potentially affecting its financial condition[183].

IPO and Proceeds - The company raised gross proceeds of $172.5 million from the IPO by selling 17,250,000 units at $10.00 per unit, including 2,250,000 units from the underwriters' over-allotment option[130]. - Following the IPO, $175.95 million from the net proceeds was placed in a trust account, which will be invested in U.S. government securities[131]. - The company incurred a gain of approximately $6.04 million from the settlement of deferred underwriting commissions after the underwriters waived their right to receive the deferred fee[133]. - The underwriters from the Initial Public Offering waived their right to deferred underwriting commissions amounting to $6,037,500, which was recorded as a gain on settlement of underwriter fees[157]. Financial Position - As of September 30, 2023, the company had $63.34 million remaining in the trust account after redemptions, with 5,799,120 public shares outstanding[140]. - As of September 30, 2023, the company had $9,369 in its operating bank account and a working capital deficit of $167,889[150]. - Management believes that the company may not have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from the filing date[152]. Business Combination Plans - The company plans to extend the termination date for business combinations up to twelve times for an additional one month each time, with a deposit of $125,000 required for each extension[144]. - The company has not selected any specific business combination target and intends to focus on companies providing goods and services to Spanish-speaking markets[129]. - The company has entered into an engagement letter with EarlyBirdCapital, Inc. for M&A advisory services, with a transaction fee of $2 million payable upon closing a business combination[134]. - The company has until December 9, 2024, to consummate a Business Combination, or it will face mandatory liquidation and potential dissolution[153]. Revenue and Expenses - The company has not generated any operating revenues since inception and expects to incur increased expenses related to being a public company[146]. - For the three months ended September 30, 2023, the company reported a net income of $3,882,035, with operating costs of $188,108 and interest expense of $24,442[147]. - For the nine months ended September 30, 2023, the company had a net income of $4,114,741, with operating costs of $1,550,407 and interest expense of $82,345[149]. - The company expects to generate small amounts of non-operating income from interest on cash and investments[146]. Debt and Financing - The company issued a total of $1.625 million in promissory notes to facilitate extensions of the termination date for business combinations, which were paid in full on August 18, 2023[139]. - The company issued an unsecured promissory note of up to $500,000 to finance transaction costs related to a Business Combination, with an outstanding principal balance of $125,000 as of September 30, 2023[151]. Administrative and Compliance Matters - The company ended the administrative services agreement as of the end of September 2023, ceasing to pay monthly fees of up to $10,000[154]. - The company has not identified any off-balance sheet arrangements as of September 30, 2023[166]. - The company is currently assessing the impact of the new accounting standards effective after December 15, 2023, on its financial position and results of operations[167].

Financial Performance - As of June 30, 2023, the Company reported a net income of $232,706, with operating costs of $1,362,299 and interest income of $2,566,535 from investments[128]. - The Company had a working capital deficit of $3,027,714 as of June 30, 2023, with only $91,852 in its operating bank account[129]. - The Company calculates net income per ordinary share by dividing net income by the weighted average shares outstanding for the respective period[143]. IPO and Capital Management - The Company raised gross proceeds of $172.5 million from the IPO by selling 17,250,000 units at a price of $10.00 per unit[118]. - The Company placed $175.95 million from IPO proceeds into a Trust Account, which will be invested in U.S. government securities[120]. - Following a shareholder vote, approximately $111.35 million was redeemed by holders of 10,693,417 public shares[122]. - The underwriters waived their right to a deferred fee of $6.04 million, resulting in a gain from settlement of deferred underwriting commissions[121][136]. Business Combination and Strategy - The Company has not yet identified a specific business combination target but intends to focus on companies serving Spanish-speaking markets[117]. - The Company engaged Prodi Capital as a structuring agent for a potential business combination, with customary fees due upon finalization of advisory services[137]. - The Company has until September 9, 2023, to consummate a business combination, or face mandatory liquidation[132]. - The Company issued a first promissory note of $875,000 and a second promissory note of $750,000 to facilitate extensions for business combination deadlines[124][125]. Compliance and Accounting - The Company prepares its financial statements in accordance with U.S. GAAP, requiring estimates and judgments that affect reported amounts of assets, liabilities, revenues, and expenses[138]. - The Company accounts for warrants based on specific terms and applicable guidance, assessing whether they meet liability or equity classification criteria[140]. - Issued or modified warrants that do not meet equity classification criteria are recorded at their initial fair value, with changes recognized as non-cash gains or losses[141]. - Ordinary shares subject to possible redemption are classified as temporary equity and presented at redemption value outside of shareholders' equity[142]. - As of June 30, 2023, the Company did not have any off-balance sheet arrangements or commitments[144]. - The Company is currently assessing the impact of ASU 2020-06 on its financial position, results of operations, or cash flows, effective for fiscal years beginning after December 15, 2023[145]. - The Company expects to incur increased expenses due to being a public company, particularly for legal and compliance costs[127]. - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[149].

Financial Performance - As of March 31, 2023, the Company reported a net income of $120,845, with operating costs of $920,696 and interest income of $1,769,011 from investments[125]. - The Company had a working capital deficit of $1,843,498 as of March 31, 2023, with only $312,548 in its operating bank account[125]. - The Company raised gross proceeds of $172.5 million from the IPO by selling 17,250,000 units at a price of $10.00 per unit[121]. IPO and Capital Structure - The Company placed $175.95 million from the IPO and private placement proceeds into a Trust Account, which will be invested in U.S. government securities[124]. - The underwriters waived their right to a deferred fee of $6.04 million, resulting in a gain from settlement of deferred underwriting commissions[124]. - The Company issued an unsecured promissory note for $875,000 to facilitate the extension of the Combination Period[124]. Business Operations and Compliance - The Company expects to incur increased expenses due to being a public company, including legal and compliance costs[125]. - The Company has until June 9, 2023, or September 9, 2023, if extended, to consummate a Business Combination, or it will face mandatory liquidation[128]. - The Company may need to obtain alternative liquidity and capital resources to meet its needs, which may not be available[127]. Accounting Policies and Standards - The Company has identified critical accounting policies related to warrant liabilities and fair value assessments[133]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[138]. - The company is currently assessing the impact of ASU 2020-06 on its financial position, results of operations, or cash flows, effective for fiscal years beginning after December 15, 2023[136]. - The company has not identified any recently issued accounting pronouncements that would materially affect its financial statements if adopted[136]. Share Structure and Equity - The company has two classes of shares: Class A and Class B, with net income per ordinary share calculated by dividing net income by the weighted average shares outstanding[136]. - Ordinary shares subject to possible redemption are classified as temporary equity and presented at redemption value outside of shareholders' equity[135]. - The company does not have any mandatory redemption shares classified as liability instruments[135]. - The calculation of diluted net income excludes the effect of warrants underlying the Units sold in the IPO, as their inclusion would be anti-dilutive[136]. Market Risk and Reporting - The company does not have any quantitative and qualitative disclosures about market risk as it is a smaller reporting company[139]. - The company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act[138].

Financial Performance - The company reported a net income (loss) per common share for the year ended December 31, 2022, with diluted net income (loss) per share being the same as basic net income (loss) per share due to anti-dilutive effects of warrants[306]. - The company restated its financial statements on August 16, 2022, to revalue Class A common stock subject to possible redemption at its full redemption value[314]. - The company is currently assessing the impact of ASU 2020-06, effective for fiscal years beginning after December 15, 2023, on its financial position and results of operations[307]. Internal Control and Compliance - The company has identified material weaknesses in internal control over financial reporting related to errors in warrant liabilities and classification of temporary and permanent equity as of December 31, 2022[312]. - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were not effective as of December 31, 2022[312]. - The company has a remediation plan in place to improve internal control over financial reporting, focusing on accounting for warrant liabilities and compliance with accounting standards[317]. Share Structure and Equity - The company has two classes of shares, Class A and Class B, with income and losses shared pro rata between them[305]. - The company’s ordinary shares subject to possible redemption are classified as temporary equity and presented at redemption value[304]. - The fair value of warrants is estimated using a Monte Carlo simulation model-based approach, with changes recognized as non-cash gains or losses[303]. Corporate Governance - The board of directors is divided into three classes, with each class serving a three-year term, and the first class's term will expire at the first annual general meeting[330]. - The audit committee consists of independent directors, including David Proman as Chairman, and is responsible for overseeing the integrity of financial statements and compliance with legal requirements[334]. - The compensation committee, chaired by Angel Losada Moreno, is responsible for reviewing and approving the CEO's compensation and other executive remuneration plans[339]. - Independent directors have been identified as Angel Losada Moreno, David Proman, and Diego Dayenoff, ensuring compliance with Nasdaq listing standards[332]. - The company will not pay any finder's fee or consulting fee to its sponsor or directors prior to the completion of the initial business combination[353]. - The audit committee is tasked with pre-approving all audit and non-audit services provided by the independent registered public accounting firm[336]. - The nominating and corporate governance committee is responsible for identifying and recommending candidates for director positions[337]. - The board of directors has determined that all members of the audit and compensation committees are independent under Nasdaq standards[333]. Conflicts of Interest - Officers and directors may have conflicts of interest in evaluating business combinations due to their obligations to other entities[347]. - The company does not intend to have any full-time employees prior to the completion of the initial business combination, which may lead to conflicts of interest[352]. - Indemnification provisions may discourage shareholders from bringing lawsuits against officers or directors for breach of fiduciary duty[357]. Compensation and Expenses - The company will pay its sponsor or an affiliate up to $10,000 per month for office space, utilities, and administrative support until the completion of the initial business combination[360]. - Officers and directors have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial business combination[360]. - The company has purchased a policy of directors' and officers' liability insurance to cover costs of defense and indemnification obligations[355]. - The company has no compensation plans under which equity securities are authorized for issuance as of December 31, 2022[372]. - The company has not established limits on consulting or management fees that may be paid to directors after the initial business combination[361]. - The company will reimburse officers and directors for out-of-pocket expenses incurred in connection with identifying potential target businesses[360]. Shareholder Information - As of March 28, 2023, the company had 10,869,083 ordinary shares outstanding, with 6,556,583 being Class A ordinary shares and 4,312,500 being Class B ordinary shares[363]. - The sponsor, APx Cap Sponsor Group I, LLC, holds approximately 39.7% of the issued and outstanding ordinary shares after the redemption related to the Extension[367]. - Saba Capital Management, L.P. owns 1,530,600 Class A ordinary shares, representing 14.08% of the total outstanding ordinary shares[364]. - Fir Tree Capital Management LP holds 1,480,500 Class A ordinary shares, accounting for 13.62% of the total outstanding ordinary shares[364]. - Highbridge Capital Management, LLC owns 615,059 Class A ordinary shares, which is 5.66% of the total outstanding ordinary shares[364]. - The holders of founder shares and private placement warrants have registration rights to require the company to register a sale of any of its securities held by them[371]. - The company is obligated to register up to 14,762,500 Class A ordinary shares and 10,450,000 warrants under the registration rights agreement[371]. - The founder shares are subject to lock-up provisions, restricting transfer until certain conditions are met post-initial business combination[369]. - The company has no agreements with officers and directors that provide for benefits upon termination of employment[362]. - All Section 16(a) filing requirements applicable to officers and directors were complied with during the fiscal year ended December 31, 2022[358].

Financial Performance - For the three months ended September 30, 2022, the Company reported a net income of $548,031, which included $462,704 in interest income and a $249,047 gain on settlement of deferred underwriting fees [124]. - For the nine months ended September 30, 2022, the net income was $10,891,420, comprising $722,006 in interest income and $10,826,200 in unrealized gains on fair value changes of warrants [125]. - As of September 30, 2022, the Company had $528,263 in its operating bank account and a working capital deficit of $12,870 [127]. IPO and Capital Structure - The Company generated gross proceeds of $172.5 million from the IPO, selling 17,250,000 units at $10.00 per unit, including 2,250,000 units from the underwriters' over-allotment option [119]. - The Company placed $175.95 million from the IPO and Private Placement Warrants proceeds in a Trust Account, invested only in U.S. government securities [121]. - The underwriters waived their right to a deferred fee of approximately $6.04 million, resulting in a gain from settlement of deferred underwriting commissions [122]. Business Combination and Future Plans - The Company has until March 9, 2023, to consummate a Business Combination, after which a mandatory liquidation may occur if not completed [130]. - The Company has not selected any specific business combination target and has not engaged in substantive discussions regarding an initial business combination [118]. - The Company may need to obtain alternative liquidity and capital resources to meet its needs, which may not be available [129]. Regulatory and Accounting Considerations - The Company is assessing the impact of ASU 2020-06 on its financial position, results of operations, or cash flows, effective for fiscal years beginning after December 15, 2023 [143]. - Management does not believe that any recently issued accounting pronouncements will have a material effect on the Company's financial statements [144]. - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards [145]. - The Company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act, which may exempt it from certain disclosures for five years [146]. - The Company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [147]. Expense Expectations - The Company expects to incur increased expenses due to being a public company, including legal and financial reporting costs, and anticipates substantial increases in expenses after this period [123].