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].
APx Acquisition Corp. I(APXIU) - 2024 Q1 - Quarterly Report