secwatch / observer
8-K/A filed February 7, 2024, 6:59 PM ET CIK 0001868573
other material confidence high sentiment neutral materiality 0.60

APX corrects prior 8-K: sponsor kept 2.01M warrants, no CEO/CFO change, 5.8M shares outstanding

APx Acquisition Corp. I

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

APx Acquisition Corp. I: Approved four amendments to the Articles of Association relating to extension of business combination deadline, trust agreement amendment, net tangible assets requirement, and founder share conversion rights (effective 2023-09-07).

Change
charter amendment
Effective
2023-09-07
Exact text from the filing
As approved by its shareholders at the EGM held on September 7, 2023, the following proposals were approved: (a) as a special resolution, giving the Company the right to extend the date by which it has to complete a business combination up to three (3) times for an additional one (1) month each time from September 9, 2023 to December 9, 2023 (the “ Extension Amendment Proposal ”); (b) as an ordinary resolution, an amendment to the Trust Agreement, to extend the Termination Date up to three (3) times for an additional one (1) month each time from September 9, 2023 to December 9, 2023 by depositing the lesser of $0.025 per Public Share or $125,000 into the Company’s Trust Account (the “ Trust Agreement Amendment Proposal ”); (c) 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 Co
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

APx Acquisition Corp. I amended Trust Agreement Amendment with Continental Stock Transfer & Trust Company valued at extended Termination Date up to three times of one month each from September 9, 2023 to December 9, (effective 2023-09-07).

Action
amendment
Counterparty
Continental Stock Transfer & Trust Company
Value
extended Termination Date up to three times of one month each from September 9, 2023 to December 9,
Effective
2023-09-07
Exact text from the filing
On September 7, 2023, as approved by its shareholders at an extraordinary general meeting held on September 7, 2023 (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 September 7, 2021, to extend the time to complete a business combination (the “ Termination Date ”) up to three (3) times for an additional one (1) month each time (each, an “ Extension ”) from September 9, 2023 to December 9, 2023, 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 ”), by depositing the lesser of $0.025 per public share or $125,000 (each such payment, an “ Extension Payment ”) for each one-month extension into the Company’s trust account (the “ Trust Account ”).
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

APx Acquisition Corp. I amended Letter Agreement Amendment with APx Cap Sponsor Group I, LLC, Purchaser (Templar, LLC and its designees), and other shareholders valued at amend the Letter Agreement to allow for the Transfer of Founder Shares (effective 2023-09-08).

Action
amendment
Counterparty
APx Cap Sponsor Group I, LLC, Purchaser (Templar, LLC and its designees), and other shareholders
Value
amend the Letter Agreement to allow for the Transfer of Founder Shares
Effective
2023-09-08
Exact text from the filing
the Letter Agreement was amended by the parties thereto to allow for the Transfer with respect to the Founder Shares (the “ Letter Agreement Amendment ”)
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

APx Acquisition Corp. I entered into Purchase Agreement with APx Cap Sponsor Group I, LLC and Templar, LLC valued at transfer of 3,342,188 Founder Shares and 6,936,250 Placement Warrants from Sponsor to Purchaser (effective 2023-09-08).

Action
entry
Agreement
equity purchase
Counterparty
APx Cap Sponsor Group I, LLC and Templar, LLC
Value
transfer of 3,342,188 Founder Shares and 6,936,250 Placement Warrants from Sponsor to Purchaser
Effective
2023-09-08
Exact text from the filing
On September 8, 2023, the Company entered into a purchase agreement (the “ Purchase Agreement ”) with the Company’s sponsor, APx Cap Sponsor Group I, LLC (the “ Sponsor ”) and Templar, LLC and its designees (the “ Purchaser ”), whereby the Sponsor shall transfer to the Purchaser 3,342,188 of the Company’s class B ordinary shares, $0.0001 par value (the “ Founder Shares ”) and 6,936,250 private placement warrants (the “ Placement Warrants ”) purchased at the time of the Company’s initial public offering (“ IPO ”) pursuant to a Private Placement Warrants Purchase Agreement, dated December 6, 2021.
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

APx Acquisition Corp. I entered into Joinder Agreement with Purchaser (Templar, LLC and its designees) valued at Purchaser became a party to the Letter Agreement and Registration Rights Agreement dated December 6, (effective 2023-09-08).

Action
entry
Counterparty
Purchaser (Templar, LLC and its designees)
Value
Purchaser became a party to the Letter Agreement and Registration Rights Agreement dated December 6,
Effective
2023-09-08
Exact text from the filing
the Purchaser signed a joinder agreement (the “ Joinder Agreement ”) to become a party to the Letter Agreement (the “ Letter Agreement ”) and the Registration Rights Agreement (“ Registration Rights Agreement ”), both dated December 6, 2021 and entered into in connection with the IPO, among the Company, the Sponsor and certain other shareholders of the Company
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

APx Acquisition Corp. I shareholders approved Trust Agreement Amendment Proposal at the 2023-09-07 meeting.

Outcome
passed
Meeting
2023-09-07
Exact text from the filing
Shareholders approved the proposal to amend the Trust Agreement, as an ordinary resolution, to extend the Termination Date up to three (3) times for one (1) month each time from September 9, 2023 to December 9, 2023 by depositing the lesser of $0.025 per public share or $125,000 into the Company’s Trust Account for each Extension.
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

APx Acquisition Corp. I shareholders approved NTA Requirement Amendment Proposal at the 2023-09-07 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2023-09-07
Exact text from the filing
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.
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

APx Acquisition Corp. I shareholders approved Founder Share Amendment Proposal at the 2023-09-07 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2023-09-07
Exact text from the filing
Shareholders approved the proposal to amend the Company’s Articles of Association as a special resolution, an amendment to the Articles of Association to provide for the right of a holder of Class B Shares to convert such shares into Class A ordinary shares, par value $0.0001 of the Company prior to the closing of a business combination by the Company.
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

APx Acquisition Corp. I shareholders approved Extension Amendment Proposal at the 2023-09-07 meeting.

Outcome
passed
Meeting
2023-09-07
Exact text from the filing
Shareholders approved the proposal to amend the Company’s Articles of Association as a special resolution, giving the Company the right to extend the date by which it has to complete a business combination up to three (3) times for one (1) month each time from September 9, 2023, the Termination Date, to December 9, 2023.
View on SEC.gov

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Source: SEC EDGAR
accession 0001193125-24-025908
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