APx Acquisition I(APXI) - 2024 Q3 - Quarterly Report

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].