Overview

APx Cap Acquisition Corp. is a blank check company incorporated in May 2021 with 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 include:

• 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 complete the transaction is not contingent on the acquisition of MultiplAI, as the MultiplAI share purchase agreement was terminated in August 2024.

Financial Performance

APx Cap Acquisition Corp. has not generated any operating revenue since its inception, as it has been focused on evaluating potential business combination targets. The company has incurred operating expenses related to being a public company, as well as costs associated with the proposed business combination.

For the six months ended June 30, 2024, the company reported a net loss of $1.87 million, primarily due to $1.49 million in operating costs and a $2.02 million unrealized loss on the change in fair value of warrants, offset by $1.64 million in interest income from the trust account.

For the three months ended June 30, 2024, the company reported net income of $378,011, with $184,030 in operating costs, a $265,383 unrealized loss on warrants, and $827,424 in interest income.

The company’s liquidity and capital resources have been provided by the proceeds from its IPO and private placement warrants, as well as a working capital promissory note. As of June 30, 2024, the company had $168 in its operating bank account and a working capital deficit of $2.85 million, excluding accrued interest receivable.

Factors that May Adversely Affect Results

The company’s results and ability to complete the proposed business combination may be adversely affected by various factors, including economic uncertainty, volatility in financial markets, supply chain disruptions, inflation, and geopolitical instability. The company may not have sufficient working capital and borrowing capacity to meet its needs through the consummation of a business combination or one year from the filing date.

Conclusion

APx Cap Acquisition Corp. is a blank check company that has entered into a proposed business combination with OmnigenicsAI Corp. The company has incurred operating expenses and unrealized losses on warrants, but has generated interest income from its trust account. The company’s liquidity and capital resources may be insufficient to meet its needs, and its results could be adversely affected by various macroeconomic factors. The successful completion of the proposed business combination is subject to customary closing conditions.