IPO and Trust Account - The company completed its IPO on December 9, 2021, raising gross proceeds of $172,500,000 from the sale of 17,250,000 units at $10.00 per unit[17]. - A total of $175,950,000 was placed in a U.S.-based trust account, which includes $172,500,000 from the IPO and $8,950,000 from the private placement of warrants[20]. - As of February 27, 2023, shareholders redeemed 10,693,417 public shares for an aggregate amount of $111,346,281, leaving approximately $68,271,081 in the Trust Account[25]. - Following the September 2023 EGM, approximately $63,340,058 remained in the Trust Account after redemptions of 757,463 public shares for about $8,273,281[30]. - 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[35]. - 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[76]. - 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[125]. - The Trust Account proceeds are invested in U.S. government treasury obligations with a maturity of 185 days or less, which may yield negative interest rates, potentially lowering the per-share redemption amount[131]. - The Trust Account funds may be reduced below $11.20 per share due to negative interest rates or asset value reductions, impacting shareholder redemption amounts[130]. Business Combination and Agreements - The company entered into a Business Combination Agreement with OmnigenicsAI Corp and MultiplAI Health Ltd on March 25, 2024, for a proposed business combination[39]. - OmnigenicsAI will issue an aggregate amount of 4,000,000 Company Shares to Parent as part of the business combination[40]. - The obligations to consummate the proposed business combination are subject to conditions including shareholder approval and Nasdaq listing approval[43]. - The Business Combination Agreement may be terminated if the merger effective time does not occur by December 9, 2024[50]. - The MultiplAI Share Purchase Agreement was executed on March 13, 2024, as part of the business combination process[53]. - The company has entered into a Backstop Agreement obligating Theo to cover any shortfall exceeding $10,000,000 in cash after SPAC Shareholder Redemptions[56]. - The company plans to utilize remaining cash in the Trust Account from the IPO and private placement for its initial business combination, which may involve financially unstable or early-stage businesses[60]. - The company may seek additional funds through private offerings of debt or equity securities to complete its initial business combination if cash from the Trust Account is insufficient[63]. - The company anticipates that target businesses will be sourced from various unaffiliated sources, including investment bankers and private investment funds[65]. - The company is not currently engaged in operations and will not do so until the completion of its initial business combination[60]. Financial Obligations and Risks - The company issued a first promissory note of $875,000 on February 28, 2023, to facilitate the first extension of the business combination period[26]. - A working capital promissory note of $500,000 was issued to Templar Sponsor on September 8, 2023, with the option to convert up to $1,500,000 into warrants upon the consummation of the initial business combination[34]. - As of December 31, 2023, a principal balance of $520,600 was outstanding on the working capital promissory note[34]. - The maximum principal amount of the Working Capital Promissory Note was increased from $500,000 to $2,000,000 to fund working capital needs and extension payments[38]. - The company may incur substantial debt to complete a business combination, which could adversely affect leverage and financial condition, impacting shareholder value[143]. - The company may face challenges in obtaining additional financing necessary to complete its initial business combination, which could compel it to restructure or abandon the transaction[106]. - If the initial business combination is not completed, the founder shares and private placement warrants will be worthless, impacting the financial interests of sponsors[117]. - The company may face write-downs or restructuring charges post-combination, which could negatively affect financial condition and market perception[123]. Shareholder Rights and Voting - Shareholders approved an amendment to extend the termination date up to twelve times for an additional one month each time, with a deposit of $125,000 for each extension, allowing the termination date to extend to December 9, 2024[35]. - 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[178]. - 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[89]. - The ability of public shareholders to redeem shares for cash may make the company's financial condition unattractive to potential business combination targets[93]. - The company is obligated to offer redemption rights to public shareholders, which may limit its available resources for the initial business combination[91]. Management and Operational Risks - The company may need to recruit additional managers post-business combination, but there is no assurance that suitable candidates will be available[73]. - The company is dependent on a small group of key personnel, and their loss could adversely affect operations and profitability[160]. - Key personnel may negotiate employment agreements that could create conflicts of interest in selecting target businesses[163]. - The company has not adopted a policy to prohibit directors and officers from having financial interests in investments acquired or disposed of by the company, which may lead to conflicts of interest[167]. - The company may face significant risks due to a lack of diversification, which could adversely impact its performance in a single industry or product line[147]. - The company may pursue complex business combinations that require significant operational improvements, which could delay achieving desired results[149]. - If the company combines with a large, complex entity, it may encounter numerous operational risks that could hinder strategy implementation[150]. - The company may not maintain control over a target business post-combination, which could affect operational success[151]. 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[173]. - To maintain its listing on Nasdaq, the company must meet minimum requirements, including a minimum shareholders' equity of $2.5 million and a minimum market value of $50 million[173]. - The company may face significant adverse consequences if its securities are delisted from Nasdaq, including reduced liquidity and potential classification as a "penny stock"[176]. - The company is required to file a registration statement for Class A ordinary shares issuable upon exercise of warrants within 15 business days after the closing of its initial business combination[191]. - If the Class A ordinary shares are not registered, warrant holders may only exercise their warrants on a cashless basis, resulting in fewer shares received[192]. Conflicts of Interest - The company may engage in business combinations with target businesses affiliated with its sponsors or directors, which could create potential conflicts of interest[169]. - The personal and financial interests of the company's officers and directors may influence the selection of target businesses, potentially leading to conflicts of interest[116]. - The company will require an independent investment banking firm to provide an opinion on the fairness of any business combination with affiliated entities, although conflicts of interest may still exist[169]. Financial Reporting and Internal Controls - Material weaknesses in internal control over financial reporting have been identified, including errors in warrant liabilities and classification of equity[209]. - The company has held funds in the Trust Account only in U.S. government treasury obligations or money market funds to mitigate the risk of being deemed an unregistered investment company[188]. - The company may incur additional costs if the forum provisions in its warrant agreement are found to be unenforceable, potentially affecting its financial condition[183].
APx Acquisition I(APXI) - 2023 Q4 - Annual Report