ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-half of one Redeemable Warrant |
||||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
1 |
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4 |
||||
4 |
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16 |
||||
52 |
||||
52 |
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52 |
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52 |
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53 |
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53 |
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53 |
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54 |
||||
60 |
||||
61 |
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62 |
||||
62 |
||||
62 |
||||
62 |
||||
63 |
||||
63 |
||||
72 |
||||
73 |
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76 |
||||
78 |
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79 |
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79 |
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81 |
• | our ability to select an appropriate target business or businesses; |
• | our ability to complete our initial business combination; |
• | our expectations around the performance of a prospective target business or businesses; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
• | our potential ability to obtain additional financing to complete our initial business combination; |
• | our pool of prospective target businesses; |
• | our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic; |
• | the ability of our officers and directors to generate a number of potential business combination opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
• | the trust account not being subject to claims of third parties; or |
• | our financial performance. |
• | we are a newly formed company with no operating history and no revenues; |
• | our ability to continue as a “going concern;” |
• | we may not be able to complete our initial business combination within the prescribed time frame; |
• | you will not have any rights or interests in funds from the trust account, except under certain limited circumstances; |
• | negative interest rate for securities in which we invest the funds held in the trust account; |
• | our shareholders may be held liable for claims by third parties against us; |
• | if third parties bring claims against us, the funds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.20 per share; |
• | subsequent to completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges; |
• | conflicts of interest of our sponsor, officers and directors; |
• | we may have a limited ability to assess the management of a prospective target business; |
• | our public shareholders may not be afforded an opportunity to vote on our proposed business combination; |
• | the absence of a redemption threshold may make it possible for us to complete a business combination with which a substantial majority of our shareholders do not agree; |
• | we may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you; |
• | we may amend the terms of the public warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 65% of the then outstanding public warrants; |
• | our competitors have advantages over us in seeking business combinations; |
• | we may be unable to obtain additional financing; |
• | our warrants may have an adverse effect on the market price of our Class A ordinary shares; |
• | we may issue additional equity and/or debt securities to complete our initial business combination; |
• | our sponsor controls a substantial interest in us; |
• | if we seek shareholder approval of our initial business combination, our sponsor, who controls a substantial interest in us, has agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote; |
• | the ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, may not allow us to complete the most desirable business combination or optimize our capital structure, and will increase the probability that our initial business combination would be unsuccessful; |
• | possibility of losing the ability to redeem all shares equal to or in excess of 15% of our Class A ordinary shares if we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules; |
• | Nasdaq may delist our securities from trading on its exchange; |
• | we may only be able to complete one business combination with the proceeds of the offering and the sale of the private placement warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services; |
• | registration the Class A ordinary shares issuable upon exercise of the warrants sold as part of the units in the IPO may not be in place when an investor desires to exercise such warrants; |
• | shares being redeemed and warrants becoming worthless; |
• | events which may result in the per-share amount held in our trust account dropping below $10.20 per public share; |
• | our directors may decide not to enforce the indemnification obligations of our sponsor; |
• | if, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or winding-up petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced; |
• | because we are not limited to a particular industry or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations; |
• | we may seek acquisition opportunities in companies that may be outside of our management’s areas of expertise; |
• | impact of COVID-19 and related risks; |
• | if we effect our initial business combination with a company with operations or opportunities outside of the United States, we would be subject to a variety of additional risks that may negatively impact our operations; and |
• | changes in laws or regulations, or a failure to comply with any laws and regulations, tax consequences to business combinations may adversely affect our business, investments and results of operations. |
• | We have identified a material weakness in our internal control over financial reporting related to accounting for warrant liabilities and the classification of temporary equity versus permanent equity, and if we are unable to maintain an effective system of disclosure controls and procedures and internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and financial results. |
• | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and |
• | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
• | We issue ordinary shares that will be equal to or in excess of 20% of the number of our shares of our ordinary shares then outstanding (other than in a public offering); |
• | Any of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest earned on the trust account (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in outstanding ordinary shares or voting power of 5% or more; or |
• | The issuance or potential issuance of ordinary shares will result in our undergoing a change of control. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and |
• | file proxy materials with the SEC. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and |
• | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; |
• | our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; |
• | our inability to pay dividends on our Class A ordinary shares; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | solely dependent upon the performance of a single business, property or asset, or |
• | dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities, |
• | each of which may make it difficult for us to complete our initial business combination. In addition, we may have imposed upon us burdensome requirements, including: |
• | registration as an investment company with the SEC; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are not subject to. |
• | may significantly dilute the equity interest of investors in the IPO; |
• | may subordinate the rights of holders of Class A ordinary shares if preferred shares are issued with rights senior to those afforded our Class A ordinary shares; |
• | could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and |
• | may not result in adjustment to the exercise price of our warrants. |
• | we have a board that includes a majority of “independent directors,” as defined under the rules of Nasdaq; |
• | we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and |
• | to the extent that we have one, we expect our nominating and corporate governance committee to be comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. |
• | costs and difficulties inherent in managing cross-border business operations, including differences between U.S. GAAP and the International Accounting Standards; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future business combinations may be effected; |
• | exchange listing and/or delisting requirements; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | local or regional economic policies and market conditions; |
• | unexpected changes in regulatory requirements; |
• | challenges in managing and staffing international operations; |
• | longer payment cycles; |
• | tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
• | currency fluctuations and exchange controls; |
• | rates of inflation; |
• | challenges in collecting accounts receivable; |
• | cultural and language differences; |
• | employment regulations; |
• | underdeveloped or unpredictable legal or regulatory systems; |
• | corruption; |
• | protection of intellectual property; |
• | social unrest, crime, strikes, riots and civil disturbances; |
• | regime changes and political upheaval; |
• | terrorist attacks and wars; and |
• | deterioration of political relations with the United States. |
Name |
Age |
Position | ||
Daniel Braatz |
38 | Chief Executive Officer, Chairman of the Board | ||
Xavier Martinez |
30 | Chief Financial Officer | ||
Alfredo Vara Alonso |
53 | Director | ||
Angel Losada Moreno |
67 | Director | ||
David Proman |
39 | Director | ||
Diego Dayenoff |
43 | Director |
• | assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; |
• | pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the registered public accounting firm has with us in order to evaluate their continued independence; |
• | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; |
• | meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and |
• | reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. |
• | identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination for appointment at the annual general meeting or to fill vacancies on the board of directors; |
• | developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; |
• | coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and |
• | reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer’s based on such evaluation; |
• | reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
(i) | duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; |
(ii) | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; |
(iii) | directors should not improperly fetter the exercise of future discretion; |
(iv) | duty to exercise powers fairly as between different sections of shareholders; |
(v) | duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and |
(vi) | duty to exercise independent judgment. |
Individual |
Entity/Organization |
Entity’s Business |
Affiliation | |||
Daniel Braatz | APx Capital | Alternative Investment Fund | CEO and Chairman of the Board | |||
FHipo | MREIT | Co-Founder and Board Member | ||||
Infosel | Financial Services | Board Member | ||||
Conjunto Inmobiliario Polanco | Real Estate Agency | Board Member | ||||
Yave | Non-Bank Digital Mortgage Lender |
Founder and Board Member | ||||
VRE | Vertical Residential Developer | Founder | ||||
AC Capital | Distressed Asset Fund | Founder and Board Member | ||||
Yaax Capital | Venture Capital Fund | LPAC | ||||
Parkour Ventures | Asset Management Fund | LPAC | ||||
VACE Partners | Specialized Financial Services | Co-Founder | ||||
Xavier Martinez | Yave | Non-Bank Digital Mortgage Lender |
Co-Founder | |||
Alfredo Vara Alonso | VACE Partners | Specialized Financial Services | Co-Founder | |||
FHipo | MREIT | Co-Founder, Director and Managing Partner | ||||
AC Capital | Distressed Asset Fund | Co-Founder and Board Member | ||||
Yave | Non-Bank Digital Mortgage Lender |
Co-Founder and Board Member | ||||
HiTo | Master Servicer | Largest Minority Investor, Master Administrator Platform and Advisor to the Board | ||||
Angel Losada Moreno | Grupo Gigante, S.A.B. de C.V | Retail, Services and Real Estate | President of the Board | |||
Office Depot de Mexico | Office Supply Retail | President of the Board | ||||
Toks Restaurants | Fast Casual Restaurant Chain | President of the Board | ||||
Grupo Gigante Inmobiliario | Real Estate Developer and Manager | President of the Board | ||||
Grupo President | Hotel, Restaurant, and Club Manager | President of the Board | ||||
Grupo Financiero Banamex—Citigroup, S.A. | Financial Services | Board Member | ||||
Ver Bien para Aprender Mejor Foundation | Visual Health Foundation | Board Member | ||||
A.C. National Chamber of Commerce of the city of Mexico | Chamber of Commerce | Board Member | ||||
Food Marketing Institute of the United States of America | Food Safety and Nutrition Foundation | Board Member | ||||
Grupo Aeroportuario del Pacifico | Airport Operator | Board Member | ||||
Novag Infancia | Pharmaceuticals | Board Member | ||||
PETCO Mexico | Pet Supply Retail | Board Member | ||||
David Proman | Global X Digital | Renewable Energy Powered, Private Bitcoin Mining and Blockchain Infrastructure | CEO | |||
Diego Dayenoff | Key Square | Investment Management | Senior Managing Director |
• | Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs. |
• | Our initial shareholders purchased founder shares prior to the date of the IPO and purchased private placement warrants in a transaction that will closed simultaneously with the closing of the IPO. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. Additionally, our sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Furthermore, our sponsor, officers and directors have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination or (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lockup. The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable until 30 days following the completion of our initial business combination. Because each of our officers and directors own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. |
• | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. |
• | each person known by us to be a beneficial owner of more than 5% of our issued and ordinary shares; |
• | each of our executive officers and directors that beneficially owns ordinary shares; and |
• | all our executive officers and directors as a group. |
Name and Address of Beneficial Owner(1) |
Number of Shares Beneficially Owned(2) |
Approximate Percentage of Issued and Outstanding Ordinary Shares |
||||||
APx Cap Sponsor Group I, LLC(3) |
4,272,500 | 19.81 | % | |||||
Highbridge Capital Management, LLC (4) |
1,223,140 | 5.67 | % | |||||
Saba Capital Management, L.P. (5) |
1,200,100 | 5.57 | % | |||||
Daniel Braatz |
— | — | ||||||
Xavier Martinez |
— | — | ||||||
Alfredo Vara Alonso |
— | — | ||||||
Angel Losada Moreno |
20,000 | * | ||||||
David Proman |
20,000 | * | ||||||
Diego Dayenoff |
— | — | ||||||
All officers and directors as a group |
4,312,500 | 20 | % |
* | Less than one percent |
(1) | Unless otherwise noted, the business address of each of the following is Juan Salvador Agraz 65, Contadero, Cuajimalpa de Morelos, 05370, Mexico City, Mexico. |
(2) | Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination. |
(3) | The shares reported above are held in the name of our sponsor. APx Cap Sponsor Group I, LLC is controlled by its managing member, APx Cap Holdings I, LLC. APx Cap Holdings I, LLC’s board of directors consists of three members. Each director of APx Cap Holdings I, LLC has one vote, and the approval of the members of the board of directors is required to approve an action of APx Cap Holdings I, LLC. Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities. This is the situation with regard to APx Cap Holdings I, LLC. Based upon the foregoing analysis, no individual manager of APx Cap Holdings I, LLC exercises voting or dispositive control over any of the securities held by APx Cap Holdings I, LLC even those in which he directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares and, for the avoidance of doubt, each expressly disclaims any such beneficial interest to the extent of any pecuniary interest he may have therein, directly or indirectly. |
(4) | Shares beneficially owned are based on Schedule 13G/A filed with the SEC on February 9, 2022 by Highbridge Capital Management, LLC (“Highbridge”), which information has not been independently confirmed. The principal business address of Highbridge is 277 Park Avenue, 23rd Floor, New York, New York 10172. |
(5) | Shares beneficially owned are based on Schedule 13G filed with the SEC on December 17, 2021, by Saba Capital Management, L.P., a Delaware limited partnership (“Saba Capital”), Saba Capital Management GP, LLC, a Delaware limited liability company (“Saba GP”), and Mr. Boaz R. Weinstein, which information has not been independently confirmed. Each of Saba Capital, Saba GP and Mr. Weinstein has shared voting and dispositive power with respect to the shares. The address of the shareholder, as reported in the Schedule 13G is 515 Madison Ave Suite 8078, New York, New York, 10022. |
For the Year Ended December 31, 2021 |
||||
Audit Fees(1) |
$ | 135,713 | ||
Audit-Related Fees(2) |
— | |||
Tax Fees(3) |
— | |||
All Other Fees(4) |
— | |||
Total Fees |
$ | 135,713 |
(1) | Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings. |
(2) | Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our year-end financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards. |
(3) | Tax Fees. Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. |
(4) | All Other Fees. All other fees consist of fees billed for all other services. |
(a) | The following documents are filed as part of this report: |
(1) | Financial Statements |
(2) | Financial Statement Schedule |
(3) | Exhibits |
APX ACQUISITION CORP. I | ||
By: | /s/ Xavier Martinez | |
Name: Xavier Martinez | ||
Title: Chief Financial Officer (Principal Financial Officer) |
Name |
Title |
Date | ||
/s/ Daniel Braatz | Chief Executive Officer, Chairman of the Board | September 1, 2022 | ||
Daniel Braatz | (Principal Executive Officer) | |||
/s/ Xavier Martinez |
Chief Financial Officer | September 1, 2022 | ||
Xavier Martinez | (Principal Financial and Accounting Officer) | |||
/s/ Alfredo Vara Alonso | September 1, 2022 | |||
Alfredo Vara Alonso | Director | |||
/s/ Angel Losada Moreno | September 1, 2022 | |||
Angel Losada Moreno | Director | |||
/s/ David Proman | September 1, 2022 | |||
David Proman | Director | |||
/s/ Diego Dayenoff | September 1, 2022 | |||
Diego Dayenoff | Director |
F-2 |
||||
F-3 |
||||
F-4 |
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F-5 |
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F-6 |
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F-7 |
Assets |
||||
Current assets: |
||||
Cash |
$ | |||
Prepaid expenses |
||||
Total current assets |
||||
Non-current prepaid expenses |
||||
Investment held in Trust Account |
||||
Total Assets |
$ |
|||
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit |
||||
Accrued expenses |
$ |
|||
Total current liabilities |
||||
Warrant liabilities |
||||
Deferred underwriting fees payable |
||||
Total Liabilities |
||||
Commitments and Contingencies (Note 7 ) |
||||
Class A ordinary shares; |
||||
Shareholders’ Deficit: |
||||
Preferred shares, $ outstanding (excluding |
||||
Class A ordinary shares, $ |
||||
Class B ordinary shares, $ |
||||
Additional paid-in capital |
||||
Accumulated Deficit |
( |
) | ||
Total Shareholders’ Deficit |
( |
) | ||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit |
$ |
|||
Operating expenses: |
||||
Formation costs and other operating expenses |
$ | |||
Loss from operations |
( |
) | ||
Other income (expense): |
||||
Interest income |
||||
Change in fair value of warrant liabilities |
||||
Net Income |
$ |
|||
Weighted average Class A ordinary shares outstanding, basic and diluted |
||||
Basic and diluted net i ncome per ordinary share, Class A |
$ |
|||
Weighted average Class B ordinary shares outstanding, basic and diluted |
||||
Basic and diluted net income per ordinary share, Class B |
$ |
|||
Class A Ordinary Shares |
Class B Ordinary Shares |
Additional Paid in Capital |
Accumulated Deficit |
Total Shareholders’ Deficit |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance – May 13, 2021 (inception) |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||||||||||
Issuance of Class B ordinary shares to Sponsor |
— |
— |
— | |||||||||||||||||||||||||
Excess of cash received over fair value of private placement warrants |
— |
— |
— |
— |
— |
|||||||||||||||||||||||
Remeasurement of Class A ordinary shares to redemption amount |
— | — | — | — | ( |
) |
( |
) | ( |
) | ||||||||||||||||||
Net income |
— |
— |
— |
— |
— |
|||||||||||||||||||||||
Balance – December 31, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Cash flow from operating activities: |
||||
Net income |
$ | |||
Adjustments to reconcile net income to net cash used in operating activities: |
||||
Income earned in investments in trust account |
( |
) | ||
Change in fair value of warrant liabilities |
( |
) | ||
Transaction costs allocated to warrant liabilities |
||||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
( |
) | ||
Accrued expenses |
||||
Net cash used in operating activities |
( |
) | ||
Cash flow from investing activities: |
||||
Investment held in Trust Account |
( |
) | ||
Net cash used in investing activities |
( |
) | ||
Cash flow from financing activities: |
||||
Proceeds from sale of Units |
||||
Proceeds from private placement |
||||
Offering costs paid |
( |
) | ||
Net cash provided by financing activities |
||||
Net change in cash |
||||
Cash at the beginning of the period |
||||
Cash at the end of the period |
$ |
|||
Supplemental disclosure of cash flow information: |
||||
Non-cash investing and financing activities: |
||||
Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares |
$ | |||
Offering costs included in accrued expenses |
$ | |||
Deferred underwriting commissions |
$ | |||
Initial measurement of warrants issued in connection with initial public offering accounted for as liabilities |
$ | |||
Remeasurement of Class A ordinary shares subject to possible redemption |
$ |
|||
As of December 31, 2021 |
||||||||||||
As Reported |
Adjustment |
As Restated |
||||||||||
Balance Sheet |
||||||||||||
Class A ordinary shares subject to possible redemption |
$ |
$ |
$ |
|||||||||
Accumulated deficit |
( |
) |
( |
) |
( |
) | ||||||
|
|
|
|
|
|
|||||||
Total Shareholders’ Deficit |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | |||
|
|
|
|
|
|
|||||||
Statement of Changes in Shareholders’ Deficit |
||||||||||||
Accretion of Class A ordinary shares to redemption amount |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | |||
Accumulated deficit |
( |
) |
( |
) |
( |
) | ||||||
|
|
|
|
|
|
|||||||
Total Shareholders’ Deficit |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | |||
|
|
|
|
|
|
|||||||
Statement of Cash Flows |
||||||||||||
Supplemental Disclosure of Noncash Financing Activities |
||||||||||||
Remeasurement of Class A ordinary shares subject to possible redemption |
$ |
$ |
( |
) |
$ |
( |
) |
For the Period from M ay 13, 2021(inception) through December 31, 2021 |
||||||||
Class A |
Class B |
|||||||
Basic and diluted net income per ordinary share |
||||||||
Numerator: |
||||||||
Allocation of net income |
$ | $ | ||||||
Denominator: |
||||||||
Basic and diluted weighted average shares outstanding |
||||||||
Basic and diluted net income per ordinary share |
$ | $ | ||||||
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the closing price of our Class A ordinary shares equals or exceeds $ sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any |
• | in whole and not in part; |
• | at $ |
• | if, and only if, the Reference Value (as defined above under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00”) equals or exceeds $ sub-divisions, share capitalizations, reorganizations, recapitalizations and the like); and |
• | if the Reference Value is less than $ sub-divisions, share capitalizations, reorganizations, recapitalizations and the like), the private placement warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise its warrants) as the outstanding public warrants, as described above. |
Gross Proceeds |
$ | |||
Less: |
||||
Proceeds Allocated to Public Warrants Classified as Equity |
( |
) | ||
Class A ordinary shares issuance costs |
( |
) | ||
Add: |
||||
Remeasurement of carrying value to redemption value |
||||
|
|
|||
Class A ordinary shares subject to possible redemption |
$ | |||
|
|
Description |
Level |
December 31, 2021 |
||||||
Assets: |
||||||||
Investments held in Trust Account (1) |
1 | $ | ||||||
Liabilities: |
||||||||
Warrant liability—Public Warrants (2) |
3 | $ | ||||||
Warrant liability—Private Placement Warrants (2) |
3 | $ |
(1) | The fair value of the investments held in Trust Account approximates the carrying amount primarily due to the short-term nature. | |
(2) | Measured at fair value on a recurring basis |
Inputs |
December 9, 2021 (Initial Measurement) |
|||
Risk-free interest rate |
% | |||
Expected term (years) |
||||
Expected volatility |
% | |||
Exercise price |
$ | |||
Stock price |
$ |
• | The risk-free interest rate assumption was based on the five-year U.S. Treasury rate, which was commensurate with the contractual term of the Warrants, which expire on the earlier of (i) five years after the completion of the initial business combination and (ii) upon redemption or liquidation. An increase in the risk-free interest rate, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. |
• | The expected term was determined to be five years, in-line with a typical equity investor assumed holding period |
• | The expected volatility assumption was based on the implied volatility from a set of comparable publicly-traded warrants as determined based on the size and proximity of business combinations by similar special purpose acquisition companies. An increase in the expected volatility, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. |
• | The fair value of the Units, which each consist of one Class A ordinary share and one-half of one Public Warrant, represents the closing price on the measurement date as observed from the ticker APXIU. |
Inputs |
December 31, 2021 |
|||
Risk-free interest rate |
% | |||
Expected term (years) |
||||
Expected volatility |
% | |||
Exercise price |
$ | |||
Stock price |
$ |
Private Placement Warrants |
Public Warrants |
Warrant Liabilities |
||||||||||
Fair value as of May 13, 2021 (inception) |
$ | $ | $ | |||||||||
Initial measurement on December 9, 2021 |
||||||||||||
Change in valuation inputs or assumptions (1) |
( |
) |
( |
) | ( |
) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value as of December 31 , 2021 |
$ | $ |
$ | |||||||||
|
|
|
|
|
|
(1) |
Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the Statement of Operations. |