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].
APx Acquisition I(APXI) - 2022 Q4 - Annual Report