10-Q

Table of Contents

Table of Contents

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File

No. 001-41125

APX ACQUISITION CORP. I

(Exact name of registrant as specified in its charter)


Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

714 Westview Avenue

Nashville,

37205

(Address of Principal Executive Offices, including zip code)

(202)

465-5882

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, par value $0.0001, and one-half of one redeemable warrant	APXIU	The NASDAQ Stock Market LLC
Class A common stock, par value $0.0001 per share	APXI	The NASDAQ Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A common stock for $11.50 per share	APXIW	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by

check

mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act): Yes ☒ No ☐

As of September

, 2024, there were 9,910,124 shares of Class A common stock, par value $0.0001, and 0 shares of Class B common stock, $0.0001 par value, issued and outstanding.

APX ACQUISITION CORP. I

Form 10-Q For the Quarter Ended June 30, 2024

TABLE OF CONTENTS


		Page
PART I - FINANCIAL INFORMATION			1

Item 1.	Financial Statements		1

	Condensed Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023		1

	Condensed Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023 (as revised) (unaudited)		2

	Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2024 (unaudited)		3

	Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2023 (as revised) (unaudited)		4

	Condensed Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023 (as revised) (unaudited)		5

	Notes to Unaudited Condensed Financial Statements		6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		31

Item 3.	Quantitative and Qualitative Disclosures about Market Risk		40

Item 4.	Control and Procedures		40

PART II - OTHER INFORMATION			41

Item 1.	Legal Proceedings		41

Item 1A.	Risk Factors		41

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities		41

Item 3.	Defaults Upon Senior Securities		41

Item 4.	Mine Safety Disclosures		41

Item 5.	Other Information		42

Item 6.	Exhibits		43

Signatures			44

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

APX ACQUISITION CORP. I

CONDENSED BALANCE SHEETS


	June 30, 2024			December 31, 2023
	(Unaudited)
ASSETS
Current assets
Cash	$	168		$	8,167
Prepaid expenses		—			—
Accrued interest receivable		274,501			281,963

Total Current Assets		274,669			290,130

Non-current Investment held in Trust Account		64,679,869			62,406,649

TOTAL ASSETS	$	64,954,538		$	62,696,779

LIABILITIES, CLASS A ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accrued expenses and accounts payable	$	1,423,657		$	224,903
Convertible note payable		1,427,460			520,600
Due to Related Party		512			—

Total current liabilities		2,851,629			745,503

Warrant liabilities		2,901,633			878,750

Total Liabilities		5,753,262			1,624,253

Commitments and Contingencies (Note 8)
Class A ordinary shares - 5,597,624 shares subject to possible redemption at $11.60 and $11.20 per share redemption value at June 30, 2024 and December 31, 2023, respectively		64,954,370			62,688,612
Shareholders’ Deficit
Preferred shares - $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at June 30, 2024 and December 31, 2023		—			—
Class A ordinary shares - $0.0001 par value; 200,000,000 shares authorized; 4,312,500 issued and outstanding (excluding 5,597,624 shares subject to possible redemption) at June 30, 2024 and December 31, 2023		431			431
Class B ordinary shares - $0.0001 par value; 20,000,000 shares authorized, none issued and outstanding at June 30, 2024 and December 31, 2023		—			—
Additional paid-in capital		—			—
Accumulated Deficit		(5,753,525	)		(1,616,517	)

Total Shareholders’ Deficit		(5,753,094	)		(1,616,086	)

TOTAL LIABILITIES, CLASS A ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT	$	64,954,538		$	62,696,779

The accompanying notes are an integral part of these unaudited condensed financial statements.


	For the Three Months Ended June 30, 2024			For the Three Months Ended June 30, 2023 (As revised)			For the Six Months Ended June 30, 2024			For the Six Months Ended June 30, 2023 (As revised)
Formation costs and other operating expenses	$	184,030		$	441,603		$	1,489,124		$	1,362,299

Loss from operations		(184,030	)		(441,603	)		(1,489,124	)		(1,362,299	)
Other income (expense):
Interest earned on investments in Trust Account		827,424			819,171			1,640,757			2,274,975
Interest expense		—			(45,489	)		—			(57,903	)
Change in fair value of warrant liabilities		(265,383	)		(198,571	)		(2,022,883	)		(913,627	)

Total Other Income (expense), net		562,041			575,111			(382,126	)		1,303,445

Net income (loss)	$	378,011		$	133,508		$	(1,871,250	)	$	(58,854	)

Weighted average shares outstanding of Class A ordinary shares, redeemable		5,597,624			6,556,583			5,597,624			9,978,476

Basic and diluted net income (loss) per share, Class A ordinary shares, redeemable	$	0.04		$	0.01		$	(0.19	)	$	(0.00	)

Weighted average shares outstanding, Class A and Class B ordinary shares, non-redeemable		4,312,500			4,312,500			4,312,500			4,312,500

Basic and diluted net income (loss) per share, Class A and Class B ordinary shares, non-redeemable	$	0.04		$	0.01		$	(0.19	)	$	(0.00	)


	Class A Common Shares				Class B Common Shares				Additional Paid-in Capital		Accumulated Deficit			Total Shareholders’ Deficit
	Shares		Amount		Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Total Shareholders’ Deficit
Balance-December 31, 2023		4,312,500	$	431		—	$	—	$	—	$	(1,616,517	)	$	(1,616,086	)
Remeasurement of Class A ordinary shares to redemption amount		—		—		—		—		—		(1,188,333	)		(1,188,333	)
Net loss		—		—		—		—		—		(2,249,261	)		(2,249,261	)

Balance-March 31, 2024		4,312,500	$	431		—	$	—	$	—	$	(5,054,111	)	$	(5,053,680	)
Remeasurement of Class A ordinary shares to redemption amount		—		—		—		—		—		(1,077,425	)		(1,077,425	)
Net income		—		—		—		—		—		378,011			378,011

Balance-June 30, 2024		4,312,500	$	431		—	$	—	$	—	$	(5,753,525	)	$	(5,753,094	)


	Class A Common Shares				Class B Common Shares				Additional Paid-in Capital		Accumulated Deficit (As revised)			Total Shareholders’ Deficit (As revised)
	Shares		Amount		Shares		Amount		Additional Paid-in Capital		Accumulated Deficit (As revised)			Total Shareholders’ Deficit (As revised)

Balance-December 31, 2022		—	$	—		4,312,500	$	431	$	—	$	(552,763	)	$	(552,332	)
Remeasurement of Class A ordinary shares to redemption amount		—		—		—		—		—		(1,455,804	)		(1,455,804	)
Net loss		—		—		—		—		—		(192,362	)		(192,362	)

Balance-March 31, 2023		—	$	—		4,312,500	$	431	$	—	$	(2,200,929	)	$	(2,200,498	)
Remeasurement of Class A ordinary shares to redemption amount		—		—		—		—		—		(2,319,171	)		(2,319,171	)
Net income		—		—		—		—		—		133,508			133,508

Balance-June 30, 2023		—	$	—		4,312,500	$	431	$	—	$	(4,386,592	)	$	(4,386,161	)


	For the Six Months Ended June 30, 2024			For the Six Months Ended June 30, 2023 (As revised)
Cash Flows from Operating Activities:
Net loss	$	(1,871,250	)	$	(58,854	)
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liabilities		2,022,883			913,627
Interest earned on marketable securities held in trust		(1,648,220	)		(2,566,535	)
Amortization of debt discount		—			57,904
Changes in operating assets and liabilities:		—			—
Prepaid expenses		—			75,000
Accrued interest receivable		7,462			291,560
Accounts payable and accrued expenses		1,198,754			840,944
Due to Related Party		512			—

Net cash used in operating activities		(289,859	)		(446,354	)

Cash Flows from Investing Activities:
Cash deposited in Trust Account		(625,000	)		(1,500,000	)
Investment withdrawn from Trust Account		—			111,346,281

Net cash provided by (used in) investing activities		(625,000	)		109,846,281

Cash Flows from Financing Activities:
Proceeds received from promissory note, convertible		906,860			—
Proceeds received from promissory note		—			1,625,000
Payments for redemption for class A ordinary shares		—			(111,346,281	)

Net cash provided by (used in) financing activities		906,860			(109,721,281	)

Net Change in Cash		(7,999	)		(321,354	)
Cash - Beginning of period		8,167			413,206

Cash - End of period	$	168		$	91,852

Non-cash investing and financing activities:

Remeasurement of Class A ordinary shares subject to possible redemption	$	2,265,758		$	3,774,975


	As Previously Reported		Revisions		As Revised
Balance Sheet as of June 30, 2023
Current assets
Accrued interest receivable	$	—	$	286,385	$	286,385

Total Current Assets		154,352		286,385		440,737

TOTAL ASSETS	$	70,826,808	$	286,385	$	71,113,193

Commitments and Contingencies
Class A ordinary shares	$	70,672,456	$	286,385	$	70,958,841

TOTAL LIABILITIES, CLASS A ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT	$	70,826,808	$	286,385	$	71,113,193


	For the Three Months Ended June 30,
	2024				2023 (As Revised)
	Class A Ordinary Shares, Redeemable		Class A and B Ordinary Shares, Non-Redeemable		Class A Ordinary Shares, Redeemable		Class A and B Ordinary Shares, Non-Redeemable
Basic and diluted net income per ordinary share
Numerator
Allocation of net income	$	213,515	$	164,496	$	80,536	$	52,972
Denominator
Basic and diluted weighted average shares outstanding		5,597,624		4,312,500		6,556,583		4,312,500

Basic and diluted net income per ordinary shares	$	0.04	$	0.04	$	0.01	$	0.01


	For the Six Months Ended June 30,
	2024						2023 (As Revised)
	Class A Ordinary Shares, Redeemable			Class A and B Ordinary Shares, Non-Redeemable			Class A Ordinary Shares, Redeemable			Class A and B Ordinary Shares, Non-Redeemable
Basic and diluted net income per ordinary share
Numerator
Allocation of net income	$	(1,056,955	)	$	(814,295	)	$	(41,094	)	$	(17,760	)
Denominator
Basic and diluted weighted average shares outstanding		5,597,624			4,312,500			9,978,476			4,312,500

Basic and diluted net income per ordinary shares	$	(0.19	)	$	(0.19	)	$	(0.00	)	$	(0.00	)

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

SEC Form 10-Q filed by APx Acquisition Corp. I