M&A - APx Acquisition Corp. I

Form Type: 10-K

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025026189

Filing Summary: APx Acquisition Corp. I, a blank check company incorporated in the Cayman Islands, focuses on completing an initial business combination which has a substantial impact on its financial status and operational strategy. The company has undergone multiple extensions of its Combination Period to allow for the completion of this business combination, primarily with OmnigenicsAI. Shareholder votes have resulted in significant redemptions from the trust account, impacting the available funds for future acquisitions. The company reported on its financial standings post-IPO, highlighting that as of March 31, 2025, it has 4,832,556 Class A ordinary shares outstanding, and discussed risks regarding business performance expectations, liquidity, and the ability to complete necessary business combinations. A recent transfer of founder shares and private placement warrants occurred between sponsors, indicating a strategic realignment. The document addresses the complexities and challenges faced by the company as it pursues its business objectives, while also warning investors of the inherent risks associated with such blank check companies. This report includes future-oriented statements while laying out substantial financial and operational risks associated with any potential business combination.

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Form Type: F-4/A

Filing Date: 2025-03-31

Corporate Action: Merger

Type: Update

Accession Number: 000121390025026339

Filing Summary: This document is an amendment to the registration statement on Form F-4 filed by APx Acquisition Corp. I and concerns a proposed business combination with OmnigenicsAI Corp and Heritas Merger Sub Limited. The business combination involves a merger wherein Heritas Merger Sub will merge into APx Acquisition Corp., with APx continuing as a wholly-owned subsidiary of OmnigenicsAI. Shareholders and warrant holders of APx will receive shares and warrants of OmnigenicsAI as part of the merger consideration. APx's extraordinary general meeting will include proposals for approval of this business combination, and shareholder redemption rights are described. The registration statement becomes effective upon the completion of the transaction. No fundraise through a PIPE transaction is expected prior to closing. The future public share listing of the combined company is proposed on Nasdaq under the symbols 'OMNI' and 'OMNIW'. Initial shareholders have a significant voting agreement to favor the business combination proposals, which enhances the likelihood of completion. Various redemption scenarios for shareholders are outlined, along with potential dilution sources and associated risks.

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Form Type: F-4

Filing Date: 2025-01-22

Corporate Action: Merger

Type: New

Accession Number: 000121390025005463

Filing Summary: This registration statement on Form F-4 relates to the merger of APx Acquisition Corp. I with OmnigenicsAI Corp, as provided under a Business Combination Agreement dated March 25, 2024. The merger will facilitate shareholders and warrant holders of APx to exchange their interests for shares and warrants of OmnigenicsAI. Following the closing of the merger, APx's shareholders will become shareholders of OmnigenicsAI, with the merger expected to close immediately after the registration statement's effectiveness. Included in the proposals for consideration are the approval of the Business Combination Agreement, the merger with Merger Sub, and amendments to APx's governing documents regarding business combination requirements. The document details potential proxies for the extraordinary general meeting and describes the impact on shareholder ownership post-merger. As an emerging growth company, OmnigenicsAI will adopt reporting standards in accordance with the U.S. Securities and Exchange Commission regulations. The Comprehensive overview of various proposals, including potential impacts on share ownership and financial implications for stakeholders, highlights key facets of this business merger.

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Form Type: DRS

Filing Date: 2024-09-30

Corporate Action: Merger

Type: New

Accession Number: 000095012324009427

Filing Summary: On September 30, 2024, APx Acquisition Corp. I filed a draft registration statement regarding a business combination with OmnigenicsAI Corp as per the Business Combination Agreement dated March 25, 2024. This Agreement outlines the merger of Heritas Merger Sub Limited with APx Acquisition Corp I, where APx will become a wholly-owned subsidiary of OmnigenicsAI. Shareholders of APx will receive ordinary shares and warrants of OmnigenicsAI as consideration. Notably, there was a significant change where OmnigenicsAI will not acquire MultiplAI Health Ltd, terminating previous agreements due to dissatisfaction with the terms. The transaction is positioned as an extraordinary general meeting of APx shareholders to vote on several proposals regarding the merger, which includes changes to governing documents and redemption rights for public shareholders. The completion of the merger is contingent on approval from APx's shareholders and adherence to specified conditions. Newly issued shares will be listed on Nasdaq under the symbols 'OMNI' and 'OMNIW' following the transaction. The merger is characterized as a major strategic shift for APx Acquisition Corp I, transitioning it into a direct operational entity under the newly formed company.

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