APx Acquisition Corp. I(APXIU) - 2024 Q2 - Quarterly Report

IPO and Business Combination - 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 [159]. - Following the IPO, $175.95 million from the net proceeds was placed in a trust account, which will be invested in U.S. government securities [160]. - 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, resulting in a gain from settlement [163]. - The Business Combination Agreement was entered into on March 25, 2024, with OmnigenicsAI and MultiplAI, although the acquisition of MultiplAI was later terminated [164][165]. - The Proposed Business Combination includes a restructuring where all indebtedness owed by OmnigenicsAI will be canceled, with certain exceptions [166]. - Upon closing, each ordinary share of the Company will be exchanged for one ordinary share of OmnigenicsAI, and existing warrants will convert to warrants of OmnigenicsAI [167]. - The obligations to consummate the Proposed Business Combination are subject to customary closing conditions, including shareholder approval and Nasdaq listing [169]. - OmnigenicsAI must have no more than 34 million issued and outstanding shares prior to the Merger Effective Time, subject to certain conditions [170]. - The Business Combination Agreement includes customary representations and warranties, which will terminate at closing [173]. - The agreement may be terminated under various conditions, including failure to obtain necessary approvals or breaches of representations and warranties [175]. Financial Performance - For the six months ended June 30, 2024, the company reported a net loss of $1,871,250, which included operating costs of $1,489,124 and an unrealized loss of $2,022,883 related to the change in fair value of warrants [186]. - For the three months ended June 30, 2024, the company achieved a net income of $378,011, with operating costs of $184,030 and interest income of $827,424 from investments in the Trust Account [187]. - As of June 30, 2024, the company had a working capital deficit of $2,851,461, with only $168 in its operating bank account [190]. - The company incurred a net loss of $58,854 for the six months ended June 30, 2023, with operating costs of $1,362,299 and interest income of $2,274,975 from investments in the Trust Account [188]. - The company anticipates generating small amounts of non-operating income from interest on cash and investments until the completion of its initial business combination [185]. Future Outlook and Concerns - The company expects to incur increased expenses due to being a public company, including legal, financial reporting, and due diligence costs [185]. - 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 not completed by this date [194]. - The company has identified various factors that may adversely affect its results of operations, including economic uncertainty, inflation, and geopolitical instability [189]. Accounting and Reporting - The Company assesses warrants based on FASB ASC 480 and ASC 815, determining their classification as liabilities or equity at issuance and quarterly thereafter [202]. - Issued warrants that do not meet equity classification criteria are recorded at their initial fair value, with changes recognized as non-cash gains or losses [203]. - Ordinary shares subject to possible redemption are classified as temporary equity and presented at redemption value, reflecting uncertain future events [204]. - Net income per ordinary share is calculated by dividing net income by the weighted average shares outstanding for the period [205]. - Diluted net income calculation excludes warrants as their inclusion would be anti-dilutive under the treasury stock method [206]. - The Company has no off-balance sheet arrangements or commitments as of June 30, 2024 [208]. - The Company is assessing the impact of ASU 2020-06, effective after December 15, 2023, which simplifies accounting for certain financial instruments [209]. - ASU 2023-09, effective after December 15, 2024, aims to enhance income tax disclosures, with the Company currently evaluating its impact [210]. - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [212]. - The Company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-IPO [213].