IPO and Capital Raising - 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[156]. - 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[157]. - The Company’s sponsor purchased 8,950,000 private placement warrants at $1.00 each, contributing additional capital to the trust account[158]. - An underwriting discount of $3.45 million was paid at the IPO closing, with an additional deferred fee of $6.04 million waived by underwriters, resulting in a gain from settlement[159]. Business Combination Agreement - The Company entered into a Business Combination Agreement with OmnigenicsAI Corp and Heritas Merger Sub Limited on March 25, 2024, for a proposed business combination[160]. - The proposed business combination will involve the merger of the Company with Merger Sub, with each ordinary share of the Company exchanged for one ordinary share of OmnigenicsAI[163]. - The obligations to consummate the proposed business combination are subject to customary closing conditions, including shareholder approval and Nasdaq listing[164]. - OmnigenicsAI must have no more than 34 million issued and outstanding shares prior to the merger effective time, subject to certain conditions[165]. - The Business Combination Agreement includes customary representations and warranties from all parties involved, which will terminate at closing[168]. - The agreement may be terminated under specific conditions, including failure to obtain necessary approvals or breaches of representations and warranties[170]. Financial Performance and Challenges - For the three months ended March 31, 2025, the company reported a net loss of $3,676,898, which included operating costs of $351,503 and an unrealized loss of $3,339,250 related to the change in fair value of warrants[182]. - As of March 31, 2025, the company had a working capital deficit of $5,168,585 and only $72 in its operating bank account, indicating significant liquidity challenges[185]. - The company issued an unsecured promissory note of up to $2,000,000 to finance transaction costs related to a business combination, with an outstanding principal balance of $1,743,499 as of March 31, 2025[186]. - The company has until December 9, 2025, to consummate a business combination, with substantial doubt raised about its ability to continue as a going concern if this does not occur[193]. - 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[197]. - The company expects to incur increased expenses due to being a public company, including legal, financial reporting, and due diligence costs[181]. - The company anticipates generating small amounts of non-operating income from interest on cash and investments until the completion of its initial business combination[181]. - The company incurred a net loss of $2,249,261 for the three months ended March 31, 2024, with operating costs of $1,305,094 and unrealized losses of $1,757,500 related to warrants[183]. - As of March 31, 2025, $1,158,037 has been drawn under the Bioceres Notes, which bear interest at 20% per annum and are due upon the consummation of the initial business combination[191]. - The company may need to obtain alternative liquidity and capital resources to meet its needs, which may not be available[187]. Accounting Policies and Disclosures - The Company has identified critical accounting policies that require estimates and judgments affecting reported amounts of assets, liabilities, revenues, and expenses[199]. - The Company accounts for warrants based on specific terms and applicable guidance, assessing whether they meet liability or equity classification[200]. - For warrants that do not meet equity classification criteria, they are recorded at initial fair value and changes are recognized as non-cash gains or losses[201]. - Ordinary shares subject to possible redemption are classified as temporary equity and presented at redemption value outside of shareholders' equity[202]. - Net income per ordinary share is calculated by dividing net income by the weighted average shares of ordinary shares outstanding[203]. - The calculation of diluted net income excludes the effect of certain warrants as their inclusion would be anti-dilutive[204]. - The Company did not have any off-balance sheet arrangements or commitments as of March 31, 2025[205]. - The FASB issued ASU No. 2023-09 to enhance income tax disclosures, effective for annual periods beginning after December 15, 2024[206]. - The Company adopted ASU 2023-07, which requires enhanced disclosures about significant segment expenses, effective for annual reporting periods in fiscal years beginning after December 15, 2023[207]. - The Company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act, which may affect compliance with certain accounting standards[210].
APx Acquisition I(APXI) - 2025 Q1 - Quarterly Report