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):
February 27, 2023
APX ACQUISITION CORP. I
(Exact Name of Registrant as Specified in its Charter)
| Cayman Islands | 001-41125 | |||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
Juan Salvador Agraz 65 Contadero, Cuajimalpa de Morelos Mexico City, Mexico |
05370 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: +52 (55) 4744 1100
Not Applicable
(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 (see General Instruction A.2. below):
| ☐ | 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 | ||
| APXIU | The NASDAQ Stock Market LLC | |||
| Class A ordinary shares, par value $0.0001 per share | APXI | The NASDAQ Stock Market LLC | ||
| Warrants, each whole warrant exercisable for one share of 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 February 27, 2023 (the “Meeting Date”), the Company held an extraordinary general shareholders meeting (the “Extension Meeting”) in which the Company’s shareholders approved an amendment to the Investment Management Trust Agreement, dated December 6, 2021 (the “Trust Agreement Amendment” or the “Trust Agreement Amendment Proposal”) and the Company’s Amended and Restated Memorandum and Articles of Association (the “Amended Articles of Association” or the “Extension Amendment Proposal”) to change the payment required to extend the date by which the Company must consummate an initial business combination (the “Combination Period”) by two three-month periods. As amended, the required payments are the deposit by the Company into the trust account (the “Trust Account”) established in connection with the Company’s initial public offering (the “IPO”), of the lesser of (a) $750,000 and (b) $0.125 for each Class A ordinary share then outstanding (each, the “Adjusted Extension Payment”) for each three month amendment. On the Meeting Date, the Company and Continental Stock Transfer and Trust Company (“Continental”) entered into the Trust Agreement Amendment.
A copy of the Trust Agreement Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description is a summary only and qualified in its entirety by reference to the full text of the Trust Agreement Amendment, a copy of which is attached as Exhibit 10.1 hereto and is incorporated by reference herein.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On the Meeting Date, the Company held the Extension Meeting in which the Company’s shareholders approved the Trust Agreement Amendment Proposal and the Extension Amendment Proposal to change the payment required to extend the Combination Period by two three-month periods. Upon the approval by the Company’s shareholders of the Extension Amendment Proposal, the Amended Articles of Association became effective.
The foregoing description is qualified in its entirety by reference to the Amended Articles of Association, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On the Meeting Date, the Company held the Extension Meeting to approve (i) the Extension Amendment Proposal, (ii) the Trust Agreement Amendment Proposal and (iii) a proposal to adjourn the Extension Meeting, if necessary, in the event there were insufficient shares of Class A ordinary shares represented to constitute a quorum at the Extension Meeting or approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal (the “Adjournment Proposal”), each as more fully described in the definitive proxy statement filed by the Company with the Securities and Exchange Commission (the “SEC”) on February 6, 2023.
Holders of 17,134,535 shares of ordinary shares, including 17,250,000 Class A ordinary shares and 4,312,500 Class B ordinary shares, held of record as of January 30, 2023, the record date for the Extension Meeting, were present in person or by proxy, representing approximately 79.46% of the voting power of the shares issued and outstanding as of the record date for the Extension Meeting, and constituting a quorum for the transaction of business.
The voting results for the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal were as follows:
The Extension Amendment Proposal
| For | Against | Abstain | ||
| 15,044,090 | 2,090,445 | 0 |
The Trust Agreement Amendment Proposal
| For | Against | Abstain | ||
| 15,044,090 | 2,090,445 | 0 |
The Adjournment Proposal
| For | Against | Abstain | ||
| 15,039,715 | 2,094,820 | 0 |
In connection with the vote to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal, the holders of 10,693,417 Public Shares properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.41 per share, for an aggregate redemption amount of approximately $111,346,281.12. Following such redemptions, approximately $68,271,080.69 will remain in Trust Account and 6,556,583 Public Shares will remain issued and outstanding. The remaining amount in the Trust Account will be distributed either to: (i) all of the holders of shares of Class A ordinary shares issued as part of the units sold in the IPO (the “Public Shares”) upon the Company’s liquidation or (ii) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of a Business Combination.
| Item 7.01. | Regulation FD Disclosure. |
On February 27, 2023, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein, announcing (1) the approval by shareholders of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal; and (2) a notice from its sponsor that the sponsor intends to deposit funds into the Trust Account for extending the Combination Period by one three-month period.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. |
Description | |
| 3.1 | Amendment to Amended and Restated Memorandum and Articles of Association, dated February 27, 2023. | |
| 10.1 | Amendment No. 1 to Investment Management Trust Agreement, dated December 6, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. | |
| 99.1 | Press Release, dated February 27, 2023. | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL (contained in Exhibit 101) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 27, 2023
| APX ACQUISITION CORP. I | ||
| By: | /s/ Xavier Martinez | |
| Xavier Martinez | ||
| Chief Financial Officer | ||
Exhibit 3.1
AMENDMENT
TO
AMENDED AND RESTATED MEMORANDUM AND ARTICLES
OF ASSOCIATION
OF
APX ACQUISITION CORP. I
RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of the Company be amended by 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 15 months from the consummation of the IPO or 21 months from the consummation of the IPO if the Company extends the period of time to consummate a Business Combination by no more than two three-month extensions, provided that, such extension shall only be made where the Sponsor has deposited the lesser of US$750,000 or US$0.125 per Class A Share then outstanding into the Trust Account for each three month extension (as applicable) on or prior to the applicable Business Combination deadline, 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.” |
Exhibit 10.1
AMENDMENT NO. 1 TO THE
INVESTMENT MANAGEMENT TRUST
AGREEMENT
This Amendment No. 1 (this “Amendment”), dated as of February 27, 2023, 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 (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 Section 1(m) of the Trust Agreement sets forth the procedure for the extension of the Combination Period (as defined below); and
WHEREAS, at the extraordinary general meeting of the Company held on February 27, 2023 (the “EGM”), the Company’s shareholders approved (A) a proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), to change the payment required to extend the date by which the Company must consummate an initial business combination (the “Combination Period”) by two three-month periods. As amended, the required payments are the deposit by the Company into the trust account (the “Trust Account”) established in connection with our initial public offering (the “IPO”), of the lesser of (a) $750,000 and (b) $0.125 for each Class A ordinary share then outstanding (each, the “Adjusted Extension Payment”) for each three month amendment (the “Extension Amendment”) and (B) a proposal to amend the Trust Agreement to allow for the Extension Amendment.
NOW THEREFORE, IT IS AGREED:
1. Exhibit E of Section 1(m) of the Trust Agreement is hereby amended and restated in its entirety as follows:
EXHIBIT E
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th
Floor New York, New York 10004
Attn: Francis Wolf & Celeste Gonzalez
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section 1(m) of the Investment Management Trust Agreement between APx Acquisition Corp. I (“Company”) and Continental Stock Transfer & Trust Company, dated as of , 2021 (“Trust Agreement”), this is to advise you that the Company is extending the time available to consummate a Business Combination for an additional three (3) months, from to (the “Extension”).
This Extension Letter shall serve as the notice required with respect to the Extension prior to the Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
In accordance with the terms of the Trust Agreement, we hereby authorize you to deposit the lesser of (a) $750,000 and (b) $0.125 for each Class A ordinary share then outstanding, which will be wired to you, into the Trust Account investments upon receipt.
Very truly yours,
| APX ACQUISITION CORP. I | ||
| By: | ||
| Name: | ||
| Title: | ||
| 2. | All other provisions of the Trust Agreement shall remain unaffected by the terms hereof. |
| 3. | 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. |
| 4. | 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. |
| 5. | 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/ Daniel Braatz | |
| Name: | Daniel Braatz | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
APx Acquisition Corp. I Announces Approval of Extension Meeting Proposals and Intention to Extend Combination Period
New York—February 27, 2023 — APx Acquisition Corp. I (“APx” or the “Company”), a special purpose acquisition company, announced today that at the extraordinary general shareholders meeting held on February 27, 2023, the Company’s shareholders voted in favor of proposals to approve an amendment to the Investment Management Trust Agreement, dated December 6, 2021, and the Company’s Amended and Restated Memorandum and Articles of Association (the “Amended Articles of Association”) to change the payment required to extend the date by which the Company must consummate an initial business combination (the “Combination Period”) by two three-month periods. As amended, the required payments are the deposit by the Company into the trust account (the “Trust Account”) established in connection with the Company’s initial public offering (the “IPO”), of the lesser of (a) $750,000 and (b) $0.125 for each Class A ordinary share then outstanding for each three month amendment.
In connection with the vote to approve the proposals, holders of 10,693,417 shares of Class A ordinary shares issued as part of the units sold in the IPO (the “Public Shares”) properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.41 per share, for an aggregate redemption amount of approximately $111,346,281.12. Following such redemptions, approximately $68,271,080.69 will remain in the Trust Account and 6,556,583 Public Shares will remain issued and outstanding.
On February 27, 2023, the Company’s sponsor notified the Company of its intent to extend the Combination Period by one three-month period.
About APx Acquisition Corp. I
APx Acquisition Corp. I is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
Cautionary Note Concerning Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s search for an initial business combination. No assurance can be given that the Company will ultimately complete a business combination transaction. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement for the initial public offering and other reports filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.
Investor Contact
Xavier Martinez
Chief Financial Officer
Xavi@apxcap.mx
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