☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41125 APX ACQUISITION CORP. I (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdiction o ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-41125 APx Acquisition Corp. I (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdiction of incorp ...

Table of Contents Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registered Units, each consisting of one Class A ordinary share, par value $0.0001, and one-half of one redeemable warrant APXIU The NASDAQ Stock Market LLC Class A common stock, par value $0.0001 per share APXI The NASDAQ Stock Market LLC Warrants, each whole warrant exercisable for one share of Class A common stock for $11.50 per share APXIW The NASDAQ Stock Mark ...

Table of Contents Title of each classTrading Symbol(s)Name of each exchange on which registered Units, each consisting of one Class A ordinary share, par value $0.0001, and one-half of one redeemable warrant APXIU The NASDAQ Stock Market LLC Class A common stock, par value $0.0001 per share APXI The NASDAQ Stock Market LLC Warrants, each whole warrant exercisable for one share of Class A common stock for $11.50 per share APXIW The NASDAQ Stock Market LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Wash ...

IPO and Financial Proceeds - 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[162]. - Following the IPO, $175.95 million from the net proceeds was placed in a trust account, which will be invested only in U.S. government securities[163]. - The Company incurred an underwriting discount of $3.45 million at the IPO closing, with an additional deferred fee of $6.04 million waived by underwriters on September 28, 2022[166]. - The company paid a total of $9.49 million in underwriting fees related to the IPO and the Business Combination[166]. - 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[204]. Business Combination - The Proposed Business Combination with OmnigenicsAI is set to proceed without the acquisition of MultiplAI, following the termination of the MultiplAI SPA on August 27, 2024[168]. - On the Closing Date, each ordinary share of the Company will be exchanged for one ordinary share of OmnigenicsAI, with all existing warrants converting to warrants of OmnigenicsAI[170]. - The Business Combination Agreement includes customary representations and warranties from all parties, which will terminate at the Closing[176]. - The obligations to consummate the Proposed Business Combination are subject to conditions including shareholder approval and Nasdaq listing approval[172]. - OmnigenicsAI must have no more than 34 million issued and outstanding Company Shares prior to the Merger Effective Time[173]. - The Business Combination Agreement allows for termination under specific conditions, including failure to obtain necessary approvals or breaches of representations[180]. Financial Performance - For the three months ended March 31, 2024, the company reported a net loss of $2,249,261, which included operating costs of $1,305,094 and an unrealized loss of $1,757,500 related to the change in fair value of warrants[193]. - The company incurred a net loss of $192,362 for the three months ended March 31, 2023, with operating costs of $920,696 and interest income of $1,455,804 from investments in its Trust Account[194]. Working Capital and Liquidity - The company had a working capital deficit of $2,417,430 as of March 31, 2024, with only $568 in cash available[196]. - 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 rise substantially after this period[192]. - The company may need to obtain alternative liquidity and capital resources to meet its needs, which may not be available[198]. - 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 $1,048,365 as of March 31, 2024[197]. - The company has until December 9, 2024, to consummate a business combination, with substantial doubt raised about its ability to continue as a going concern if this does not occur[200]. 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[210]. - Net income per ordinary share is calculated by dividing net income by the weighted average shares of ordinary shares outstanding for the respective period[211]. - The calculation of diluted net income excludes the effect of warrants to purchase an aggregate of 17,575,000 Class A ordinary shares, as their inclusion would be anti-dilutive[212]. - As of March 31, 2024, the company did not have any off-balance sheet arrangements or commitments[214]. - 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[215]. - ASU 2023-09, effective for annual periods beginning after December 15, 2024, requires enhanced disclosures regarding income taxes, which the company is currently evaluating[216]. - The company does not believe that any recently issued accounting pronouncements would have a material effect on its financial statements[217]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[218]. - The company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[219]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[221]. Administrative Agreements - The company has terminated the administrative services agreement with the Sponsor Alliance Transaction as of August 30, 2023, with no fees remaining outstanding[201].

IPO and Trust Account - 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[14]. - A total of $175.95 million, including $172.5 million from the IPO and $8.95 million from the private placement of warrants, was placed in a trust account[17]. - As of February 27, 2023, approximately $68.27 million remained in the trust account after $111.35 million was redeemed by shareholders[22]. - Following the September 2023 extraordinary general meeting, approximately $63.34 million remained in the trust account after redemptions[27]. - A total of 201,496 public shares were redeemed for an aggregate amount of $2,246,585, leaving $62,410,856 in the Trust Account and 5,597,624 public shares outstanding[32]. - The current amount in the Trust Account is approximately $11.20 per public share, which may increase by the lesser of $0.025 per public share or $125,000 per month if the Combination Period is extended[74]. - The anticipated amount in the Trust Account is $11.20 per public share, but this could be reduced due to third-party claims against the Trust Account[121]. - The funds 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 $11.20[126]. - If a bankruptcy petition is filed after distributing funds from the Trust Account, shareholders may face recovery claims, and the board may be viewed as breaching fiduciary duties[128]. - The Trust Account may be reduced below $11.20 per share if the independent directors choose not to enforce indemnification obligations against the Sponsors[125]. Business Combination Plans - The company extended the deadline for completing its initial business combination to December 9, 2023, with a total of $375,000 deposited for three one-month extensions[27][28]. - The company entered into a Business Combination Agreement with OmnigenicsAI Corp and MultiplAI Health Ltd on March 25, 2024, for a proposed business combination[35]. - The proposed business combination includes the acquisition of all issued and outstanding MultiplAI Shares and the issuance of 4,000,000 Company Shares to Parent[36]. - The obligations to consummate the proposed business combination are subject to customary closing conditions, including shareholder approval and Nasdaq listing approval[39]. - The Business Combination Agreement allows for termination under specific conditions, including failure to obtain shareholder approval or if the merger does not occur by December 9, 2024[46]. - The company must complete an initial business combination with a fair market value of at least 80% of the net assets held in the trust account[20]. - The company must maintain at least $5,000,001 of net tangible assets prior to the merger effective time[39]. - The company may seek additional financing if the cash portion of the purchase price exceeds available funds from the Trust Account[60]. - The company anticipates sourcing target businesses from various unaffiliated sources, including investment bankers and private investment funds[62]. - The company intends to conduct thorough due diligence on prospective target businesses, including management evaluations and financial reviews[65]. Financial Condition and Risks - The company incurred a gain on settlement of debt of $117,373 after paying off $1.625 million from the promissory notes[26]. - The company may incur losses from costs associated with identifying and evaluating target businesses that do not result in completed transactions[66]. - The company lacks diversification and may depend on the performance of a single business post-combination, increasing risk exposure[68]. - The company may face competition from other entities, including special purpose acquisition companies and private equity groups, which may limit its ability to acquire larger target businesses[76]. - If too many public shareholders exercise their redemption rights, the company may not meet the closing conditions for the business combination[91]. - The company may not complete its initial business combination within the prescribed time frame, potentially leading to public shareholders receiving only $11.20 per share or less[98]. - The ongoing geopolitical tensions, including the Russia-Ukraine conflict and the Israel-Hamas conflict, could adversely affect the company's search for a business combination and market conditions[96]. - The company may face significant risks due to a lack of diversification, which could adversely impact its operations and profitability[143]. - The company may incur substantial debt to complete a business combination, which could adversely affect leverage and financial condition, impacting shareholder value[138]. - If the initial business combination is not completed, the founder shares and private placement warrants will be worthless, impacting the sponsors' investment[114]. Shareholder Rights and Governance - The company is obligated to offer public shareholders the right to redeem their shares for cash at the time of the initial business combination[89]. - Holders of public shares will not have voting rights on the appointment of directors prior to the initial business combination, limiting their influence over management decisions[174]. - The company may not hold a shareholder vote for the initial business combination unless required by law or stock exchange listing requirements[86]. - The company’s sponsors own 43.5% of the issued and outstanding ordinary shares, which may influence the approval of initial business combinations[100]. - Initial shareholders collectively own 43.5% of the issued and outstanding ordinary shares, which may influence the ability to amend Articles and facilitate business combinations[198]. - The company has not adopted a policy prohibiting directors and officers from having financial interests in investments to be acquired or disposed of, which may lead to conflicts of interest[163]. - The company’s Articles of Association allow officers and directors to engage in similar business activities, potentially leading to conflicts of interest[162]. Regulatory and Compliance Issues - The company received a deficiency letter from Nasdaq on December 21, 2023, due to the failure to file its Quarterly Report on Form 10-Q for Q3 2023, which is required for continued listing[169]. - To maintain its Nasdaq listing, the company must meet minimum requirements, including a minimum shareholders' equity of $2.5 million and a minimum market value of $50 million[169]. - If the company fails to meet Nasdaq's initial listing requirements, it may face significant adverse consequences, including reduced liquidity and potential classification of its shares as "penny stocks"[172]. - The company has identified material weaknesses in internal control over financial reporting, particularly related to errors in warrant liabilities and classification of equity, which could adversely affect investor confidence[205]. Warrant and Share Issuance - The company issued a total of 4,312,500 founder shares in exchange for a capital contribution of $25,000, representing 20% of the outstanding shares post-IPO[113]. - The company issued 17,575,000 warrants in connection with the IPO, which are classified as a liability and may impact the market price of Class A ordinary shares[204]. - The company may issue additional Class A ordinary shares or preferred shares to complete its initial business combination, which could significantly dilute existing shareholders' equity interests[195]. - The company may issue shares in private placement transactions at approximately $10.00 per share, which could be significantly less than the market price at that time[139]. - The company has the ability to redeem outstanding warrants at $0.01 per warrant if the Reference Value equals or exceeds $18.00 per share, which could disadvantage warrant holders[210]. - Amendments to warrant terms may occur without shareholder approval if necessary for classification as equity, potentially increasing exercise prices or shortening exercise periods[200].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | --- | --- | --- | |-----------------------------------------------------------------------------------------------------------------------------------------------|----- ...

PART I — FINANCIAL INFORMATION [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed financial statements for APx Acquisition Corp. I, including balance sheets, statements of operations, changes in shareholders' deficit, and cash flows, along with detailed notes explaining the company's organization, accounting policies, and specific financial instruments and transactions [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets%20as%20of%20June%2030%2C%202023%20(unaudited)%20and%20December%2031%2C%202022) The company's total assets significantly decreased from $178.5 million at December 31, 2022, to $70.8 million at June 30, 2023, primarily due to a substantial reduction in investments held in the Trust Account Condensed Balance Sheets | Metric | June 30, 2023 (Unaudited) | December 31, 2022 | | :--- | :--- | :--- | | Total Assets | $70,826,808 | $178,502,908 | | Total Liabilities | $4,540,513 | $1,103,038 | | Investment held in Trust Account | $70,672,456 | $177,952,202 | | Accrued expenses and accounts payable | $1,592,482 | $751,538 | | Note Payable | $1,589,584 | - | | Warrant liabilities | $1,358,447 | $351,500 | | Total Shareholders' Deficit | $(4,386,161) | $(552,332) | [Condensed Statements of Operations](index=3&type=section&id=Condensed%20Statements%20of%20Operations%20for%20the%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202023%20and%202022%20(unaudited)) The company reported a net income of $232,706 for the six months ended June 30, 2023, a significant decrease from $10,343,389 in the prior year period, driven by higher operating expenses and a lower gain from warrant liability fair value changes Condensed Statements of Operations | Metric | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | | Formation costs and other operating expenses | $1,362,299 | $566,363 | | Income earned on investments in Trust Account | $2,566,535 | $259,302 | | Interest expense | $(57,903) | - | | Change in FV of warrant liability | $(913,627) | $10,650,450 | | Net income | $232,706 | $10,343,389 | | Basic and diluted net income per share, Class A ordinary shares | $0.02 | $0.48 | [Condensed Statements of Changes in Shareholders' Deficit](index=3&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit%20for%20the%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202023%20and%202022%20(unaudited)) The company's total shareholders' deficit increased significantly to $(4,386,161) at June 30, 2023, primarily due to the remeasurement of Class A ordinary shares to their redemption amount Changes in Shareholders' Deficit (2023 vs 2022) | Metric | December 31, 2022 | June 30, 2023 | | :--- | :--- | :--- | | Total Shareholders' Deficit (Beginning of Period) | $(552,332) | $(552,332) | | Remeasurement of Class A ordinary shares to redemption amount | $(1,769,011) (March 31, 2023) | $(2,297,524) (June 30, 2023) | | Net income (March 31, 2023) | $120,845 | - | | Net income (June 30, 2023) | - | $111,861 | | Total Shareholders' Deficit (End of Period) | - | $(4,386,161) | Changes in Shareholders' Deficit (2022 vs 2021) | Metric | December 31, 2021 | June 30, 2022 | | :--- | :--- | :--- | | Total Shareholders' Deficit (Beginning of Period) | $(17,175,093) | $(17,175,093) | | Net income (March 31, 2022) | $7,660,967 | - | | Remeasurement of Class A ordinary share to redemption | - | $(260,196) | | Net income (June 30, 2022) | - | $2,682,422 | | Total Shareholders' Deficit (End of Period) | - | $(7,091,900) | [Condensed Statements of Cash Flows](index=3&type=section&id=Condensed%20Statements%20of%20Cash%20Flows%20for%20the%20Six%20Months%20Ended%20June%2030%2C%202023%20and%202022%20(unaudited)) For the six months ended June 30, 2023, the company experienced a net decrease in cash of $321,354, driven by cash outflows from financing activities related to share redemptions Condensed Statements of Cash Flows | Cash Flow Activity | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | $(446,354) | $(287,658) | | Net cash provided by investing activities | $109,846,281 | - | | Net cash used in financing activities | $(109,721,281) | - | | Net Change in Cash | $(321,354) | $(287,658) | | Cash - End of period | $91,852 | $665,774 | [Notes to Unaudited Condensed Financial Statements](index=3&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) These notes provide critical context for the financial statements, covering the company's operations, accounting policies, IPO details, related party transactions, and fair value measurements [NOTE 1. Description of Organization, Business Operations and Going Concern](index=7&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%2C%20AND%20BUSINESS%20OPERATIONS%20AND%20GOING%20CONCERN) APx Acquisition Corp. I is a blank check company facing substantial doubt about its ability to continue as a going concern due to a working capital deficit and an impending business combination deadline - The Company is a blank check company incorporated in May 2021, formed for the purpose of a business combination, and has not yet commenced operations[15](index=15&type=chunk)[16](index=16&type=chunk) - In February 2023, shareholders approved an extension, leading to redemptions of **10,693,417 public shares** for approximately **$111.3 million**, leaving **$68.3 million** in the trust account[20](index=20&type=chunk) - As of June 30, 2023, the Company had **$91,852 in cash** and a working capital deficit of **$3,027,714**, raising **substantial doubt about its ability to continue as a going concern**[29](index=29&type=chunk)[35](index=35&type=chunk)[36](index=36&type=chunk) [NOTE 2. Summary of Significant Accounting Policies](index=10&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines key accounting principles, including its emerging growth company status, use of estimates, and treatment of warrants and redeemable shares - The Company is an 'emerging growth company' and has elected to use the extended transition period for new accounting standards, which may affect comparability[38](index=38&type=chunk)[39](index=39&type=chunk) - As of June 30, 2023, the Company had **$70,672,456 held in the Trust Account**, invested in U.S. government treasury obligations[42](index=42&type=chunk) - Warrants are accounted for as **liabilities and re-measured at fair value** each reporting period, with changes recognized in the statements of operations[54](index=54&type=chunk)[55](index=55&type=chunk) - Class A ordinary shares subject to possible redemption are classified as **temporary equity at redemption value**[64](index=64&type=chunk) [NOTE 3. Initial Public Offering](index=14&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) The company completed its IPO on December 9, 2021, generating $172.5 million, with deferred underwriting fees of $6 million subsequently waived - On December 9, 2021, the Company sold **17,250,000 Units at $10.00 per Unit**, generating gross proceeds of **$172.5 million**[65](index=65&type=chunk) - Each Unit consisted of one Class A ordinary share and one-half of one redeemable warrant, exercisable at **$11.50 per share**[66](index=66&type=chunk) - In September 2022, the underwriters **waived their right to $6,037,500** in deferred underwriting fees[67](index=67&type=chunk) [NOTE 4. Private Placement](index=14&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) Concurrently with the IPO, the Sponsor purchased 8,950,000 Private Placement Warrants for $8,950,000 - The Sponsor purchased **8,950,000 Private Placement Warrants at $1.00 per warrant**, generating **$8,950,000**[68](index=68&type=chunk) - Private Placement Warrants are identical to Public Warrants except they **lack redemption rights** and are subject to transfer restrictions[69](index=69&type=chunk) [NOTE 5. Related Party Transactions](index=14&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) This note details transactions with related parties, including the issuance of Founder Shares, potential loans, and an administrative support agreement - The Company issued **4,312,500 Class B ordinary shares (Founder Shares)** to the Sponsor for **$25,000**[70](index=70&type=chunk) - The Sponsor agreed to loan up to **$300,000** for IPO expenses (Initial Note), which remained undrawn as of June 30, 2023[72](index=72&type=chunk) - The Company may receive **Working Capital Loans** from the Sponsor or affiliates to finance business combination transaction costs[73](index=73&type=chunk) - An affiliate of the Sponsor may be reimbursed up to **$10,000 per month** for administrative support[75](index=75&type=chunk) [NOTE 6. Promissory Note Payable](index=15&type=section&id=NOTE%206.%20PROMISSORY%20NOTE%20PAYABLE) The company issued two unsecured promissory notes totaling $1,625,000 to finance extensions of the business combination termination date - On February 28, 2023, the Company issued a First Promissory Note for **$875,000** to facilitate the first extension of the termination date[76](index=76&type=chunk) - On May 26, 2023, a Second Promissory Note for **$750,000** was issued for a subsequent extension[77](index=77&type=chunk) - Both notes are payable by December 31, 2023, with **interest paid in newly issued warrants**[76](index=76&type=chunk)[77](index=77&type=chunk) - Interest expense (debt discount amortization) on these notes was **$57,904** for the six months ended June 30, 2023[78](index=78&type=chunk) [NOTE 7. Commitments and Contingencies](index=15&type=section&id=NOTE%207.%20COMMITMENTS%20AND%20CONTINGENCIES) This note details the company's commitments, including registration rights, a waived underwriter's agreement, and a structuring services agreement - Holders of Founder Shares, Private Placement Warrants, and warrants from loans are **entitled to registration rights**[79](index=79&type=chunk) - The underwriter's deferred fee of **$6,037,500 was waived** in September 2022, resulting in a gain on settlement[81](index=81&type=chunk)[82](index=82&type=chunk) - The Company entered into a structuring services agreement with **Prodi Capital** on May 18, 2023, for potential business combination transactions[83](index=83&type=chunk) [NOTE 8. Warrant Liability](index=16&type=section&id=NOTE%208.%20WARRANT%20LIABILITY) The company accounts for its public and private warrants as liabilities measured at fair value, with specific redemption conditions - The **17,575,000 warrants** (Public and Private Placement) are classified as liabilities and re-measured at fair value each balance sheet date[84](index=84&type=chunk) - Public Warrants become exercisable 30 days after a business combination and expire five years from the business combination[85](index=85&type=chunk) - The Company may redeem warrants if the Class A ordinary share price equals or exceeds **$18.00** (at $0.01 per warrant) or **$10.00** (at $0.10 per warrant)[88](index=88&type=chunk)[90](index=90&type=chunk) - Private Placement Warrants are **non-redeemable** and exercisable on a cashless basis as long as held by initial purchasers[94](index=94&type=chunk) [NOTE 9. Shareholders' Deficit](index=17&type=section&id=NOTE%209.%20SHAREHOLDERS'%20DEFICIT) This note outlines the company's authorized and outstanding share capital, including preferred and Class B ordinary shares - The Company is authorized to issue **1,000,000 preferred shares**, with none issued or outstanding[95](index=95&type=chunk) - **4,312,500 Class B ordinary shares** were issued and outstanding as of June 30, 2023, and December 31, 2022[96](index=96&type=chunk) - Class B ordinary shares **automatically convert into Class A ordinary shares** on a one-for-one basis upon a business combination[97](index=97&type=chunk)[98](index=98&type=chunk) [NOTE 10. Class A Ordinary Shares Subject to Possible Redemption](index=18&type=section&id=NOTE%2010.%20CLASS%20A%20ORDINARY%20SHARES%20SUBJECT%20TO%20POSSIBLE%20REDEMPTION) In February 2023, 10,693,417 public shares were redeemed for approximately $111.3 million, reducing the shares classified as temporary equity - Class A ordinary shares subject to possible redemption are presented as **temporary equity at redemption value**[100](index=100&type=chunk) - In February 2023, **10,693,417 Public Shares were redeemed** for approximately **$111,346,281**, reducing the outstanding public shares to 6,556,583[102](index=102&type=chunk) Redemption of Class A Ordinary Shares | Metric | Amount | | :--- | :--- | | Class A ordinary shares subject to possible redemption at December 31, 2022 | $177,952,202 | | Less: Shares redeemed in February 2023 | $(111,346,281) | | Add: Remeasurement of carrying value to redemption value | $4,066,535 | | Class A ordinary shares subject to possible redemption at June 30, 2023 | $70,672,456 | [NOTE 11. Fair Value Measurements](index=18&type=section&id=NOTE%2011.%20FAIR%20VALUE%20MEASUREMENTS) This note details the fair value hierarchy for financial assets and liabilities, highlighting the reclassification of warrants due to increased market observability Fair Value of Financial Instruments | Asset/Liability | Fair Value Hierarchy Level | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | :--- | | Investments held in Trust Account | Level 1 | $70,672,456 | $177,952,202 | | Warrant Liability - Public Warrants | Level 1 | $608,063 | $172,500 | | Warrant Liability - Private Warrants | Level 2 | $750,384 | $179,000 | - The fair value of Public Warrants was transferred from a **Level 3 to a Level 1** measurement in 2022 due to active market listing[106](index=106&type=chunk) - The fair value of Private Warrants was transferred from a **Level 3 to a Level 2** measurement in 2022 as key inputs became observable[106](index=106&type=chunk) - Warrants were initially valued using a **Monte Carlo simulation model (Level 3)**[108](index=108&type=chunk)[109](index=109&type=chunk) [NOTE 12. Subsequent Events](index=20&type=section&id=NOTE%2012.%20SUBSEQUENT%20EVENTS) Management identified no subsequent events requiring adjustment or disclosure after the reporting period - **No subsequent events** requiring adjustment or disclosure were identified by management up to the date of financial statement issuance[113](index=113&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition, results of operations, liquidity challenges, and critical accounting policies [Overview](index=21&type=section&id=Overview) APx Acquisition Corp. I is a blank check company seeking a business combination, having significantly reduced its Trust Account balance following share redemptions in February 2023 - The Company is a blank check company incorporated in May 2021, aiming for a business combination, with a focus on companies in **Spanish-speaking markets**[115](index=115&type=chunk) - The IPO in December 2021 raised **$172.5 million**, and the Sponsor purchased **8,950,000 private placement warrants for $8.95 million**[116](index=116&type=chunk)[117](index=117&type=chunk) - In February 2023, **10,693,417 public shares were redeemed for approximately $111.3 million**, leaving **$68.3 million** in the trust account[120](index=120&type=chunk)[121](index=121&type=chunk) - The Company issued two unsecured promissory notes totaling **$1,625,000** in February and May 2023 to extend the business combination termination date[122](index=122&type=chunk)[123](index=123&type=chunk)[124](index=124&type=chunk) [Results of Operations](index=22&type=section&id=Results%20of%20Operations) For the six months ended June 30, 2023, net income decreased substantially to $232,706 from $10,343,389 in the prior year, driven by higher costs and a negative change in warrant fair value Results of Operations Summary | Metric | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | | Net income | $232,706 | $10,343,389 | | Operating costs | $1,362,299 | $566,363 | | Interest income from Trust Account | $2,566,535 | $259,302 | | Interest expense | $57,903 | - | | Unrealized gain on fair value changes of warrants | $(913,627) | $10,650,450 | [Liquidity and Capital Resources](index=22&type=section&id=Liquidity%20and%20Capital%20Resources) The company's limited cash and significant working capital deficit raise substantial doubt about its ability to continue as a going concern without securing additional liquidity - As of June 30, 2023, the Company had **$91,852 in cash** and a working capital deficit of **$3,027,714**[127](index=127&type=chunk) - Management believes the Company **will not have sufficient working capital** to meet its needs, raising substantial doubt about its going concern ability[128](index=128&type=chunk)[130](index=130&type=chunk) - Liquidity needs have been met through Sponsor payments, IPO proceeds, Private Placement Warrants, and Promissory Notes[128](index=128&type=chunk) [Contractual Obligations](index=23&type=section&id=Contractual%20Obligations) The company's contractual obligations include an administrative services agreement, registration rights, and a structuring services agreement, with deferred underwriting fees having been waived - The Company may reimburse an affiliate of the Sponsor up to **$10,000 per month** for administrative support[131](index=131&type=chunk) - Holders of Founder Shares, Private Placement Warrants, and potential working capital loan securities are **entitled to registration rights**[132](index=132&type=chunk) - The deferred underwriting fee of **$6,037,500 was waived** by the underwriters in September 2022[133](index=133&type=chunk)[134](index=134&type=chunk) - A structuring services agreement was signed with **Prodi Capital** on May 18, 2023[135](index=135&type=chunk) [Critical Accounting Policies](index=23&type=section&id=Critical%20Accounting%20Policies) The company's critical accounting policies involve significant judgments, particularly concerning the valuation of warrant liabilities and the classification of redeemable shares - **Warrant liabilities** are classified as liabilities and re-measured at fair value with changes recognized in operations[138](index=138&type=chunk)[139](index=139&type=chunk) - **Class A ordinary shares subject to possible redemption** are classified as temporary equity at redemption value[140](index=140&type=chunk) - Net income per ordinary share is calculated using the **two-class method**, with warrants considered anti-dilutive[141](index=141&type=chunk)[142](index=142&type=chunk) [Recent Accounting Standards](index=24&type=section&id=Recent%20Accounting%20Standards) The company is assessing the impact of ASU 2020-06, which simplifies accounting for certain financial instruments, and does not expect other new standards to have a material effect - The Company is currently assessing the impact of **ASU 2020-06**, which simplifies accounting for convertible debt and derivatives, effective for fiscal years beginning after December 15, 2023[144](index=144&type=chunk) - Management does not believe other recently issued accounting pronouncements would have a **material effect** on the financial statements[145](index=145&type=chunk) [JOBS Act](index=24&type=section&id=JOBS%20Act) As an 'emerging growth company', the company is electing to delay the adoption of new accounting standards, which may affect the comparability of its financial statements - As an 'emerging growth company' under the JOBS Act, the Company is electing to **delay the adoption of new or revised accounting standards**[146](index=146&type=chunk) - This election may make the Company's financial statements **not comparable** to non-emerging growth companies[146](index=146&type=chunk) - The Company is evaluating other **reduced reporting requirements** under the JOBS Act[147](index=147&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=25&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, APx Acquisition Corp. I is not required to provide these disclosures - The Company is a smaller reporting company and is **not required to provide** quantitative and qualitative disclosures about market risk[148](index=148&type=chunk) [Item 4. Control and Procedures](index=25&type=section&id=Item%204.%20Control%20and%20Procedures) Management concluded that disclosure controls were not effective as of June 30, 2023, due to several material weaknesses in financial reporting - As of June 30, 2023, the CEO and CFO concluded that disclosure controls and procedures were **not effective due to material weaknesses**[150](index=150&type=chunk) - Material weaknesses identified include errors in **warrant liabilities, equity classification, cash flow statements, and accounts payable**[150](index=150&type=chunk) - A **remediation plan** is being implemented to improve internal control over financial reporting[152](index=152&type=chunk) PART II — OTHER INFORMATION [Item 1. Legal Proceedings](index=26&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings as of the reporting date - There are **no legal proceedings**[156](index=156&type=chunk) [Item 1A. Risk Factors](index=26&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report - **No material changes** to risk factors disclosed in the Annual Report on Form 10-K[157](index=157&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities](index=26&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) This section details unregistered sales of Founder Shares and warrants, and confirms the use of IPO proceeds as planned - **4,312,500 Class B ordinary shares (Founder Shares)** were issued to the Sponsor for **$25,000**[157](index=157&type=chunk) - **8,950,000 Private Placement Warrants** were purchased by the Sponsor for **$1.00 each**[159](index=159&type=chunk) - Warrants were issued as **interest-in-kind** for the First and Second Promissory Notes[160](index=160&type=chunk)[161](index=161&type=chunk) - Following the IPO and private placement, **$175,950,000 was placed in the Trust Account**, with no material change in the planned use of proceeds[165](index=165&type=chunk) [Item 3. Defaults Upon Senior Securities](index=27&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - There are **no defaults** upon senior securities[167](index=167&type=chunk) [Item 4. Mine Safety Disclosures](index=27&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is **not applicable**[167](index=167&type=chunk) [Item 5. Other Information](index=27&type=section&id=Item%205.%20Other%20Information) The company reported no other information for this item - There is **no other information** to report[167](index=167&type=chunk) [Item 6. Exhibits](index=27&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Quarterly Report, including XBRL documents and certifications - The exhibits include **Inline XBRL documents** and various **CEO/CFO certifications** pursuant to the Sarbanes-Oxley Act[163](index=163&type=chunk)[169](index=169&type=chunk)

Table of Contents Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registered Units, each consisting of one Class A ordinary share, par value $0.0001, and one-half of one redeemable warrant APXIU The NASDAQ Stock Market LLC Class A common stock, par value $0.0001 per share APXI The NASDAQ Stock Market LLC Warrants, each whole warrant exercisable for one share of Class A common stock for $11.50 per share APXIW The NASDAQ Stock Mark ...

Financial Performance - As of December 31, 2022, the company reported a net income of $12,836,510, which includes $1,118,794 in operating costs and $11,704,950 in unrealized gains on fair value changes of warrants[274]. - 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[292][293]. - The company reported a net income of $12.8 million for the year ended December 31, 2022, compared to a net income of $1.7 million for the period from May 13, 2021, to December 31, 2021[395]. - The accumulated deficit increased to $(552,763) as of December 31, 2022, from $(17,175,524) in 2021[396]. - The company reported interest income of $2.0 million for the year ended December 31, 2022[395]. - The Company reported a net income of $10,269,208 for the year ended December 31, 2022, resulting in a basic and diluted net income per ordinary share of $0.60[436]. Cash and Working Capital - The company had approximately $413,206 in its operating bank account and a working capital deficit of $200,832 as of December 31, 2022[275]. - Cash and cash equivalents decreased to $413,206 as of December 31, 2022, from $953,432 in 2021[392]. - The company has a significant working capital deficiency and incurred substantial losses, raising doubts about its ability to continue as a going concern[387]. - The company needs to raise additional funds to meet its obligations and sustain operations[387]. - As of December 31, 2022, the Company had not commenced any operations and had a working capital deficit of $200,832[418][422]. Initial Public Offering (IPO) - The company raised gross proceeds of $172,500,000 from its IPO, with each unit sold at $10.00, consisting of one Class A ordinary share and one-half of one redeemable warrant[267]. - The Initial Public Offering (IPO) generated gross proceeds of $172,500,000 from the sale of 17,250,000 units at $10.00 per unit[402]. - Transaction costs for the IPO amounted to $10,321,097, including $3,450,000 in underwriting fees[404]. - Following a shareholder vote, approximately $111,346,281 was redeemed by holders of 10,693,417 public shares, leaving $68,271,081 in the trust account[405]. - The Company has until June 9, 2023, to consummate a Business Combination, or it will face mandatory liquidation[422]. Business Combination and Future Plans - The company has until June 9, 2023, to consummate a Business Combination, with a potential extension to September 9, 2023, if an additional deposit of $750,000 is made[278]. - The company is dependent on the completion of a business combination to execute its business plan[387]. - The Company will only complete a Business Combination if the post-Business Combination entity owns or acquires 50% or more of the outstanding voting securities of the target[409]. - The Company has broad discretion in applying the net proceeds from the IPO and private placement towards a Business Combination[407]. - Management has raised substantial doubt about the Company's ability to continue as a going concern due to insufficient cash flows and the potential for mandatory liquidation[422]. Internal Controls and Governance - The company's internal control over financial reporting was deemed not effective as of December 31, 2022, due to material weaknesses related to warrant liabilities and equity classification[299][302]. - Management has implemented a remediation plan to improve internal control over financial reporting, focusing on accounting for warrant liabilities[304]. - The company does not expect that its disclosure controls and procedures will prevent all errors and instances of fraud[300]. - The board of directors has determined that all members of the audit and compensation committees are independent as per Nasdaq standards[319]. - The audit committee is responsible for pre-approving all auditing and permitted non-audit services performed by the independent auditors[375]. Shareholder and Director Information - 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[316]. - The audit committee consists of independent directors, including David Proman as Chairman, ensuring compliance with Nasdaq listing standards[320]. - The compensation committee, chaired by Angel Losada Moreno, is responsible for reviewing and approving the CEO's compensation and other executive remuneration[327]. - Directors owe fiduciary duties under Cayman Islands law, including acting in good faith and avoiding conflicts of interest[333]. - The company has fiduciary or contractual obligations to other entities, which may affect its ability to pursue certain business combination opportunities[336]. Related Party Transactions - The company has established a policy for reviewing and approving related party transactions, with a threshold of $120,000 or 1% of the average total assets over the prior two fiscal years[371]. - The audit committee will consider the terms of related party transactions to ensure they are comparable to arm's-length dealings[371]. - The company has a policy that prohibits any director or officer from participating in discussions regarding related party transactions in which they have a material interest[371]. Share Structure and Ownership - As of March 28, 2023, the company has 10,869,083 ordinary shares outstanding, with 6,556,583 Class A and 4,312,500 Class B ordinary shares[353]. - The sponsor beneficially owns approximately 39.7% of the issued and outstanding ordinary shares after the redemption related to the Extension[356]. - Highbridge Capital Management holds 615,059 Class A ordinary shares, representing 9.38% of Class A[353]. - Saba Capital Management owns 1,530,600 Class A ordinary shares, accounting for 23.34% of Class A[353]. - The company has the obligation to register up to 14,762,500 Class A ordinary shares and 10,450,000 warrants under a registration rights agreement[361].