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APx Acquisition I(APXI) - 2024 Q4 - Annual Report
APXIAPx Acquisition I(APXI)2025-03-31 19:48

IPO and Trust Account - 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[20]. - A total of 175.95million,including175.95 million, including 172.5 million from the IPO and 8.95millionfromtheprivateplacementofwarrants,wasplacedinatrustaccount[23].−AsofFebruary27,2023,shareholdersredeemed10,693,417publicsharesforanaggregateamountof8.95 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 68.27millioninthetrustaccount[28].−FollowingtheSeptember2023extraordinarygeneralmeeting,approximately68.27 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 8.27million[34].−Atotalof201,496publicshareswereredeemedforanaggregateamountof8.27 million[34]. - A total of 201,496 public shares were redeemed for an aggregate amount of 2,246,585, leaving 62,410,856intheTrustAccount[39].−TheTrustAccountcurrentlyholdsapproximately62,410,856 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 12.05perpublicshare,butclaimsagainstthecompanycouldreducetheper−shareredemptionamountforshareholders[128].−TheproceedsintheTrustAccountareinvestedinU.S.governmenttreasuryobligationswithamaturityof185daysorless,whichmayyieldnegativeinterestrates,potentiallyreducingtheper−shareredemptionamountbelow12.05 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 875,000onFebruary28,2023,tofacilitatethefirstextensionofthebusinesscombinationperiod[29].−OnSeptember7,2023,shareholdersapprovedanextensionofthebusinesscombinationperiod,allowingforuptothreeone−monthextensions,withapaymentof875,000 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 125,000foreachextension[39].−TheCompanydeposited125,000 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 500,000wasissuedtoTemplarSponsoronSeptember8,2023,withtheprincipalpayableupontheconsummationoftheinitialbusinesscombination[38].−Thecompanyincurredagainonsettlementofdebtof500,000 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 1.625milliononthepromissorynotesonAugust18,2023[33].−OnAugust26,2024,theCompanyissuedanunsecuredpromissorynoteintheprincipalamountof1.625 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 700,000toBioceres[66].−AsofDecember31,2024,700,000 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 1million,leadingtonon−compliancewithNasdaq′slistingcriteria[169].−Nasdaq′sstaffdeterminedthatthecompany′sCompliancePlanwasinsufficient,resultingintheinitiationofprocedurestodelistitswarrantsandunits[170].−ThecompanyfailedtocompleteitsinitialbusinesscombinationbytheNasdaqdeadline,leadingtoaconclusionofnon−compliancewithlistingrequirements[171].−Theanticipateddelistingmayleadtothecompany′ssecuritieslosingtheirstatusas"coveredsecurities,"resultinginadditionalstateregulations[181].−ThecompanymustdemonstratecompliancewithNasdaq′sinitiallistingrequirementstoclosetheBusinessCombination,whicharegenerallymorerigorousthancontinuedlistingrequirements[176].−IfthecompanyisunabletoconsummatetheBusinessCombination,investorsmaynotrealizethebenefitsofowningsharesinasuccessoroperatingbusiness,andanyPublicWarrantsheldmayexpireworthless[185].FinancialConditionandShareholderImpact−Thecompanymayincursubstantialdebttocompleteabusinesscombination,whichcouldadverselyaffectitsfinancialconditionandshareholdervalue[141].−Only1 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].