Overview

APx Cap Acquisition Corp. is a blank check company incorporated in May 2021 as a Cayman Islands exempted company. The company’s purpose is to effect 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) on December 9, 2021, raising $172.5 million by selling 17.25 million units at $10 per unit. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant. The company’s sponsor is APx Cap Sponsor Group I, LLC.

The Proposed Business Combination

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

• Merger Sub will merge with and into APx Cap, with APx Cap as the surviving company and becoming a wholly-owned subsidiary of OmnigenicsAI.
• Each APx Cap ordinary share will be exchanged for one OmnigenicsAI ordinary share.
• All APx Cap 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 shares.

Results of Operations

Since its IPO, APx Cap’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 reported a net loss of $2.25 million, primarily due to $1.31 million in operating costs and a $1.76 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 reported a net loss of $192,000, with $920,000 in operating costs offset by $1.46 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 $2.42 million, excluding accrued interest receivable. The company’s liquidity needs have been satisfied through the IPO proceeds and a $2 million working capital promissory note.

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 sources, which may not be available. There is substantial doubt about the company’s ability to continue as a going concern if a business combination is not completed by December 2024.

Key Risks

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

Overall, APx Cap faces significant challenges in completing a viable business combination and continuing as a going concern if it is unable to do so by the required deadline.