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].
APx Acquisition Corp. I(APXIU) - 2023 Q4 - Annual Report