Form 8-K - Current report

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): December 4, 2024

 

 

APX Acquisition Corp. I

(Exact name of registrant as specified in its charter)

 

  

Cayman Islands		001-41125		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

714 Westview Avenue

Nashville, TN 37205

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: [phone]

 

Juan Salvador Agraz 65

Contadero, Cuajimalpa de Morelos

Mexico City, Mexico 05370

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

  

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 per share, and one-half of one Redeemable Warrant		APXIU		The NASDAQ Stock Market LLC
Class A Ordinary Shares, par value $0.0001 per share		APXI		The NASDAQ Stock Market LLC
Warrant, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share		APXIW		The NASDAQ Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

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. ☐

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement

 

Trust Agreement Amendment

 

On December 4, 2024, as approved by its shareholders at an extraordinary general meeting held on December 4, 2024 (the “EGM”), APx Acquisition Corp. I (the “Company”), and its trustee, Continental Stock Transfer & Trust Company (the “Trustee”), signed an amendment (the “Trust Agreement Amendment”) to the investment management trust agreement dated as of December 6, 2021 (the “Trust Agreement”), to extend the Combination Period (as defined below) to the Extended Date (as defined below), as approved by the Company’s shareholders in accordance with the Company’s Amended and Restated Memorandum and Articles of Association, as amended (the “Articles of Association”).

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

As approved by its shareholders at the EGM held on December 4, 2024, the following proposals were approved: (a) as a special resolution, giving the Company the right to extend the date by which it has to consummate a business combination (the “Combination Period”) to December 9, 2025 (as extended, the “Extended Date”) (i.e., for a period of time ending 48 months after the consummation of its initial public offering (the “IPO”)) (the “Extension Amendment Proposal”); (b) as an ordinary resolution, an amendment to extend the Combination Period to the Extended Date (the “Trust Agreement Amendment Proposal”); and (c) eliminate (i) the limitation that the Company shall not redeem the Class A Ordinary Shares to the extent that such redemption would result in the Company’s failure to have net tangible assets of at least $5,000,001, upon consummation of the Company’s initial business combination (the “Redemption Limitation”), and (ii) the requirement that the Company shall not consummate an initial business combination unless the Redemption Limitation is not exceeded (the “NTA Requirement Amendment Proposal”).

 

A copy of the resolutions adopted by the shareholders at the EGM, which resolutions approved each of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and NTA Requirement Amendment Proposal (collectively, the “Charter Amendment”) is attached as Exhibit 3.1 hereto and is incorporated by reference. The Company will file the Charter Amendment with the Cayman Islands Registrar of Companies.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On December 4, 2024, the Company held the EGM. On November 6, 2024, the record date for the EGM, there were 9,910,124 ordinary shares entitled to be voted at the EGM. This includes 9,910,124 Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), and 0 Class B ordinary shares, par value $0.0001 per share (“Class B Ordinary Shares” and together with the Public Shares being the issued and outstanding ordinary shares of the Company, referred to as the “Shares”). At the meeting, 8,755,757 or 88.35% of such Shares, were represented in person or by proxy.

 

The final results for each of the matters submitted to a vote of the Company’s shareholders at the EGM are as follows:

 

1. Extension Amendment Proposal

 

Shareholders approved the proposal to amend the Company’s Articles of Association as a special resolution, giving the Company the right to extend the Combination Period to the Extended Date. Approval of the Extension Amendment Proposal required a special resolution under Cayman Islands law, being a resolution passed by a majority of not less than two-thirds (2/3) of such holders of the issued and outstanding Shares voted in person or by proxy at the EGM or any adjournment thereof. The Extension Amendment Proposal received the following votes

 

FOR		AGAINST		ABSTAIN
7,219,785		1,535,972		0

 

1

 

2. Trust Agreement Amendment Proposal

 

Shareholders approved the proposal to amend the Trust Agreement, as an ordinary resolution, to extend the Combination Period to the Extended Date. Approval of the Trust Agreement Amendment Proposal required a special resolution under Cayman Islands law, at least sixty-five percent (65%) of such holders of the issued and outstanding Shares voted in person or by proxy at the EGM or any adjournment thereof. The Trust Agreement Amendment Proposal received the following votes:

 

FOR		AGAINST		ABSTAIN
7,219,785		1,535,972		0

 

3. NTA Requirement Amendment Proposal

 

Shareholders approved the proposal to amend the Company’s Articles of Association as a special resolution, an amendment to the Articles of Association to expand the methods that the Company may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission by removing all limitations in connection with the Company having net tangible assets of at least $5,000,001. Approval of the NTA Requirement Amendment Proposal required a special resolution under Cayman Islands law, being a resolution passed by a majority of not less than two-thirds (2/3) of such holders of the issued and outstanding Shares voted in person or by proxy at the EGM or any adjournment thereof. The NTA Requirement Amendment Proposal received the following votes:

 

FOR		AGAINST		ABSTAIN
7,444,606		1,311,151		0

  

Item 8.01. Other Events.

 

In connection with the shareholders’ vote at the EGM of shareholders held by the Company on December 4, 2024, 5,077,568 Public Shares were tendered for redemption, leaving 520,056 Public Shares. As a result, $60,856,059.42 (approximately $11.99 per share) will be removed from the Trust Account to pay such holders, without taking into account additional allocation of payments to cover any tax obligation of the Company since that date. After the redemptions, $6,233,015.29 will remain in the Trust Account.

 

Item 9.01. Financial Statements and Exhibits

 

(c) Exhibits:

 

Exhibit No.		Description
3.1		Resolutions adopting the Charter Amendment
10.1		Amendment to the Investment Management Trust Agreement, dated December 4, 2024
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

 

2

  

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	APX ACQUISITION CORP. I
Dated: December 10, 2024	By:	/s/ Kyle Bransfield
		Name:   Kyle Bransfield
		Title:    Chief Executive Officer

 

 

3

Exhibit 3.1

 

AMENDMENT TO THE

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

APX ACQUISITION CORP. I

 

RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY

 

RESOLVED, as a special resolution, that, subject to and conditional upon the effectiveness of the ordinary resolution to amend the Trust Agreement as set out below, the Amended and Restated Memorandum and Articles of Association of the Company be amended by:

 

(i)

the deletion of the existing Article 49.7 in its entirety and the insertion of the following language in its place:

 

“49.7

In the event that the Company does not consummate a Business Combination within 48 months from the consummation of the IPO, the Company shall:

 

(a)

cease all operations except for the purpose of winding up;

 

(b)

as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and

 

(c)

as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.

 

(ii)

the deletion of the existing clause (a) of Article 49.8 in its entirety and the insertion of the following language in its place:

 

(a)

to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination within 48 months from the consummation of the IPO; or”

 

 

 

RESOLVED, as a special resolution, that, subject to and conditional upon the effectiveness of the ordinary resolution to amend the Trust Agreement as set out below, the Amended and Restated Memorandum and Articles of Association of the Company be amended by:

 

(i)

the deletion of the existing Article 49.2 in its entirety and the insertion of the following language in its place:

 

“49.2

Prior to the consummation of a Business Combination, the Company shall either:

 

(a)

submit such Business Combination to its Members for approval; or

 

(b)

provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then issued Public Shares. Such obligation to repurchase Shares is subject to the completion of the proposed Business Combination to which it relates.”;

 

(ii)

the deletion of the existing Article 49.4 in its entirety and the insertion of the following language in its place:

 

“49.4

At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination.”;

 

(iii)

the deletion of the final sentence of existing Article 49.5 in its entirety; and

 

(iv)

the deletion of the final sentence of existing Article 49.8 in its entirety.”

 

 

Exhibit 10.1

 

TO THE

 

INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Amendment No. 4 (this “Amendment”), dated as of December 4, 2024, to the Investment Management Trust Agreement (as defined below) is made by and between APx Acquisition Corp. I (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.

 

WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement dated as of December 6, 2021, as amended by that Amendment No. 1 to the Investment Management Trust Agreement dated as of February 27, 2023, Amendment No. 2 to the Investment Management Trust Agreement dated as of September 7, 2023 and Amendment No. 3 to the Investment Management Trust Agreement dated as of December 8, 2023 (the “Trust Agreement”);

 

WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein;

 

WHEREAS, at an Extraordinary General Meeting of the Company held on December 4, 2024 (the “Extraordinary General Meeting”), the Company’s shareholders approved (i) a proposal to amend the Company’s amended and restated articles of association (the “Amended and Restated Memorandum and Articles of Association”) giving the Company the right to extend the date by which it has to consummate a business combination (the “Combination Period”) from December 9, 2024 to December 9, 2025 (i.e., for up to a period of time ending forty-eight (48) months after the consummation of its initial public offering); and

 

NOW THEREFORE, IT IS AGREED:

 

1. Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:

 

“Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with the terms of, a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or upon the date which is 48 months from the closing of the Offering, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date;”

 

2. Section 1(m) of the Trust Agreement is hereby deleted.

 

3. Exhibit E of the Trust Agreement is hereby deleted.

 

4. All other provisions of the Trust Agreement shall remain unaffected by the terms hereof.

 

5. This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature or electronic signature shall be deemed to be an original signature for purposes of this Amendment.

 

6. This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 6(c) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto.

 

7. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.

 

[signature page follows]

 

 

 

IN WITNESS WHEREOF, the parties have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written above.

 

CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
By:	/s/ Francis Wolf
Name:	Francis Wolf
Title:	Vice President
APX ACQUISITION CORP. I
By:	/s/ Kyle Bransfield
Name:	Kyle Bransfield
Title:	Chief Executive Officer

 

 

 

 

Cover	Dec. 04, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 04, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41125
Entity Registrant Name	APX Acquisition Corp. I
Entity Central Index Key	0001868573
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	714 Westview Avenue
Entity Address, City or Town	Nashville
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37205
City Area Code	202
Local Phone Number	465-5882
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one Class A Ordinary Share, par value $0.0001 per share, and one-half of one Redeemable Warrant
Title of 12(b) Security	Units, each consisting of one Class A Ordinary Share, par value $0.0001 per share, and one-half of one Redeemable Warrant
Trading Symbol	APXIU
Security Exchange Name	NASDAQ
Class A Ordinary Shares, par value $0.0001 per share
Title of 12(b) Security	Class A Ordinary Shares, par value $0.0001 per share
Trading Symbol	APXI
Security Exchange Name	NASDAQ
Warrant, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share
Title of 12(b) Security	Warrant, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share
Trading Symbol	APXIW
Security Exchange Name	NASDAQ

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