Overview

APx Cap Acquisition Corp. is a blank check company incorporated in May 2021 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The company completed its initial public offering (IPO) in December 2021, raising $172.5 million.

The Proposed Business Combination

On March 25, 2024, APx Cap Acquisition Corp. entered into a Business Combination Agreement with OmnigenicsAI Corp and Heritas Merger Sub Limited to combine their businesses. The key terms of the proposed transaction are:

• Merger Sub will merge with and into APx Cap Acquisition Corp., with APx Cap Acquisition Corp. being the surviving company and becoming a wholly-owned subsidiary of OmnigenicsAI.
• Each APx Cap Acquisition Corp. ordinary share will be exchanged for one OmnigenicsAI ordinary share.
• All APx Cap Acquisition Corp. warrants will become OmnigenicsAI warrants on substantially the same terms.

The transaction is subject to customary closing conditions, including shareholder approval and regulatory approvals. The obligation to close is also contingent on OmnigenicsAI having certain levels of net tangible assets and issued and outstanding shares.

Results of Operations

Since its IPO, APx Cap Acquisition Corp.’s activity has been limited to evaluating potential business combination targets. The company has not generated any operating revenue and expects to incur increased expenses as a public company.

For the three months ended March 31, 2024, the company had a net loss of $2.2 million, primarily due to $1.3 million in operating costs and a $1.8 million unrealized loss on the change in fair value of warrants, offset by $813,000 in interest income.

For the three months ended March 31, 2023, the company had a net loss of $192,000, which included $920,000 in operating costs, offset by $1.5 million in interest income and a $715,000 unrealized loss on warrants.

Liquidity and Capital Resources

As of March 31, 2024, the company had $568 in cash and a working capital deficit of $2.4 million. The company’s liquidity needs have been satisfied through the IPO proceeds and a promissory note, but management believes the company will not have sufficient working capital to meet its needs through the consummation of a business combination or one year from the filing date.

The company may need to obtain alternative liquidity and capital resources, and there is substantial doubt about its ability to continue as a going concern if a business combination is not completed by December 2024.

Key Risks and Uncertainties

The company’s results of operations and ability to complete a business combination could be adversely affected by various factors, including:

• Downturns in financial markets or the economy
• Increases in inflation, interest rates, or oil prices
• Supply chain disruptions
• Declines in consumer confidence and spending
• Geopolitical instability

Additionally, the company may not be able to consummate a business combination by the December 2024 deadline, which could result in mandatory liquidation and dissolution.

Overall, APx Cap Acquisition Corp. faces significant challenges in completing its proposed business combination and maintaining sufficient liquidity, which raises substantial doubt about its ability to continue as a going concern.