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APx Acquisition I(APXI) - 2024 Q1 - Quarterly Report
APXIAPx Acquisition I(APXI)2024-09-27 20:01

IPO and Financial Proceeds - 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,tobeinvestedinU.S.governmentsecurities[166].−TheCompanyincurredanunderwritingdiscountof175.95 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 6.04millionwaivedbyunderwriters,resultinginagainfromsettlement[169].−Theunderwritersfromtheinitialpublicofferingwaivedtheirrighttodeferredunderwritingcommissionsamountingto6.04 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,whichincludedoperatingcostsof2,249,261, which included operating costs of 1,305,094 and an unrealized loss of 1,757,500relatedtothechangeinfairvalueofwarrants[196].−Thecompanyhadaworkingcapitaldeficitof1,757,500 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 568incashavailable[198].−Thecompanyexpectstoincurincreasedexpensesduetobeingapubliccompany,includinglegal,financialreporting,andduediligencecosts,whichareanticipatedtoincreasesubstantiallyafterthisperiod[195].−Thecompanyhasissuedanunsecuredpromissorynoteofupto568 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 1,048,365asofMarch31,2024[198].−Managementbelievesthatthecompanywillnothavesufficientworkingcapitalandborrowingcapacitytomeetitsneedsthroughtheearlieroftheconsummationofabusinesscombinationoroneyearfromthefilingdate[199].−ThecompanyhasuntilDecember9,2024,toconsummateabusinesscombination,withpotentialextensionsavailable,butthereissubstantialdoubtaboutitsabilitytodoso[202].−Thecompanyincurredanetlossof1,048,365 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 920,696andinterestincomeof920,696 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].