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APx Acquisition I(APXI) - 2024 Q2 - Quarterly Report
APXIAPx Acquisition I(APXI)2024-09-27 20:04

IPO and Business Combination - The Company completed its IPO on December 9, 2021, raising gross proceeds of 172.5millionfromthesaleof17,250,000unitsat172.5 million from the sale of 17,250,000 units at 10.00 per unit[165]. - Following the IPO, 175.95millionfromthenetproceedswasplacedinatrustaccount,whichwillbeinvestedonlyinU.S.governmentsecurities[166].−ABusinessCombinationAgreementwasenteredintoonMarch25,2024,withOmnigenicsAICorpandMultiplAIHealthLtd,althoughtheacquisitionofMultiplAIwaslaterterminated[170][171].−TheMergerwillresultineachordinaryshareoftheCompanybeingexchangedforoneordinaryshareofOmnigenicsAI,withwarrantsconvertingtoCompanyWarrants[173].−TheProposedBusinessCombinationissubjecttocustomaryclosingconditions,includingshareholderapprovalandNasdaqlistingapproval[175].−OmnigenicsAImusthaveatleast175.95 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,withoperatingcostsof1,871,250, with operating costs of 1,489,124 and unrealized losses of 2,022,883relatedtothechangeinfairvalueofwarrants[194].−Thecompanyhadanetincomeof2,022,883 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 184,030andinterestincomeof184,030 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 2,851,461andonly2,851,461 and only 168 in its operating bank account[197]. - The company incurred a net loss of 58,854forthesixmonthsendedJune30,2023,withoperatingcostsof58,854 for the six months ended June 30, 2023, with operating costs of 1,362,299 and interest income of 2,274,975frominvestmentsintheTrustAccount[195].FinancingandLiquidity−Thecompanyissuedanunsecuredpromissorynoteforupto2,274,975 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].