QUARTERLY 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 N o .) |
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 |
Page |
||||||
1 |
||||||
Item 1. |
1 |
|||||
1 |
||||||
2 |
||||||
3 |
||||||
4 |
||||||
5 |
||||||
Item 2. |
18 |
|||||
Item 3. |
21 |
|||||
Item 4. |
21 |
|||||
22 |
||||||
Item 1. |
22 |
|||||
Item 1A. |
22 |
|||||
Item 2. |
23 |
|||||
Item 3. |
23 |
|||||
Item 4. |
23 |
|||||
Item 5. |
23 |
|||||
Item 6. |
24 |
June 30, 2022 |
December 31, 2021 |
|||||||
(unaudited) |
||||||||
Assets |
||||||||
Current assets: |
||||||||
Cash |
$ | $ | ||||||
Prepaid expenses |
||||||||
|
|
|
|
|||||
Total current assets |
||||||||
Non-current prepaid expenses |
||||||||
Non- current Investment held in Trust Account |
||||||||
|
|
|
|
|||||
Total Assets |
$ | $ | ||||||
|
|
|
|
|||||
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT |
| |||||||
Current liabilities: |
||||||||
Accrued expenses and accounts payable |
$ | $ | ||||||
|
|
|
|
|
|
|
|
|
Total current liabilities |
||||||||
Deferred underwriting fees payable |
||||||||
Warrant liabilities |
||||||||
|
|
|
|
|||||
Total Liabilities |
||||||||
|
|
|
|
|
|
|
|
|
Commitments and Contingencies (Note 6) |
||||||||
Class A ordinary shares; — |
||||||||
Shareholders’ Deficit |
||||||||
Preference shares — $ |
||||||||
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 |
$ |
$ |
||||||
|
|
|
|
For the three months ended June 30, 2022 |
For the six months ended June 30, 2022 |
For the period from May 13, 2021 (inception) through June 30, 2021 |
||||||||||
Formation costs and other operating expenses |
$ | $ | $ | |||||||||
Loss from operations |
( |
) |
( |
) |
( |
) | ||||||
Other Income (expense): |
||||||||||||
Income earned on investments in Trust Account |
— | |||||||||||
Change in FV of warrant liability |
— | |||||||||||
Net income (loss) |
$ |
$ |
$ |
( |
) | |||||||
Weighted average shares outstanding of Class A redeemable ordinary shares |
— | |||||||||||
Basic and diluted net income (loss) per share, Class A ordinary shares |
$ |
$ |
$ |
— |
||||||||
Weighted average shares outstanding, Class B ordinary shares non-redeemable shares |
||||||||||||
Basic and diluted net income per share, Class B ordinary shares, non-redeemable shares |
$ |
$ |
$ |
( |
) | |||||||
Class B Ordinary Shares |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholders’ Equity |
|||||||||||||||||
Shares |
Amount |
|||||||||||||||||||
Balance — May 13, 2021 (inception) |
$ |
$ |
$ |
$ |
||||||||||||||||
Issuance of Class B ordinary shares to Sponsor |
— | |||||||||||||||||||
Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance — June 30, 2021 |
$ |
$ |
$ |
( |
) |
$ |
||||||||||||||
|
|
|
|
|
|
|
|
|
|
Class B Ordinary Shares |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholders’ Deficit |
|||||||||||||||||
Shares |
Amount |
|||||||||||||||||||
Balance — January 1, 2022 |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||
Net income |
— | — | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance — March 31, 2022 |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||
Remeasurement of Class A ordinary shares to redemption amount |
— | — | — | ( |
) | ( |
) | |||||||||||||
Net income |
— | — | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance — June 30, 2022 |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
For the six months ended June 30, 2022 |
For the period from May 13, 2021 (Inception) through June 30, 2021 |
|||||||
Cash flow from Operating Activities: |
||||||||
Net income (loss) |
$ | $ | ( |
) | ||||
Adjustments to reconcile net income to net cash used in operating activities: |
||||||||
Income earned from investments in Trust Account |
( |
) | ||||||
Change in fair value of warrant liability |
( |
) | — | |||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses |
— | |||||||
Accounts payable and accrued expenses |
— | |||||||
Accrued formation costs |
— | |||||||
Net cash used in operating activities |
( |
) |
||||||
Net change in cash |
( |
) |
||||||
Cash — Beginning of period |
||||||||
Cash — End of Period |
$ |
$ |
||||||
Non-cash investing and financing activities: |
||||||||
Deferred offering costs included in accrued offering costs |
$ | — | $ | |||||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares |
$ | — | $ | |||||
Remeasurement of Class A ordinary shares subject to possible redemption |
$ | $ | ||||||
For the Three Months ended June 30, 2022 |
For the Six Months Ended June 30, 202 2 |
For the period from May 13, 2021 (inception) through June 30, 2021 |
||||||||||||||||||||||
Class A |
Class B |
Class A |
Class B |
Class A |
Class B |
|||||||||||||||||||
Basic and diluted net income (loss) per common stock |
||||||||||||||||||||||||
Numerator: |
||||||||||||||||||||||||
Allocation of net income (loss), as adjusted |
$ | $ | $ | $ | $ | — | $ | ( |
) | |||||||||||||||
Denominator: |
||||||||||||||||||||||||
Basic and diluted weighted average shares outstanding |
— | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Basic and diluted net income (loss) per common stock |
$ | $ | $ | $ | $ | — | $ | ( |
) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of the redemption period; and |
• | if, and only if, the closing price of our Class A ordinary shares equals or exceeds $ share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any a day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (the “Reference Value”). |
• | 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 $ share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like); and |
• | if the Reference Value is less than $ share 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 at December 31, 2021 |
$ |
|||
Remeasurement of carrying value to redemption value |
||||
|
|
|||
Class A ordinary shares subject to possible redemption at June 30, 2022 |
$ |
|||
|
|
Description |
Level |
June 30, 2022 |
December 31, 2021 |
|||||||||
Assets: |
||||||||||||
Investments held in Trust Account (1) |
1 | $ | $ | |||||||||
Liabilities: |
||||||||||||
Warrant liability — Public Warrants (2) |
1 | $ | $ | |||||||||
Warrant Liability — Private Warrants (2) |
2 | $ | $ |
(1) | The fair value of the investments held in Trust Account approximates the carrying amount primarily due to the short-term nature. |
(2) | Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement during the period ended June 30, 2022 when the Public Warrants were separately listed and traded in an active market. The estimated fair value of the Private Warrants was transferred from a Level 3 measurement to a Level 2 measurement during the period ended June 30, 2022, as the key inputs to the valuation model became directly or indirectly observable from the Public Warrants listed price. |
Inputs | December 9, 2021 (Initial Measurement) |
|||
Risk-free interest rate |
% | |||
Expected term (years) |
||||
Expected Volatility |
% | |||
Exercise Price |
$ | |||
Share 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. |
Input |
June 30, 2022 |
December 31, 2021 |
||||||
Risk-free interest rate |
% | % | ||||||
Expected term (years) |
||||||||
Expected Volatility |
% | % | ||||||
Exercise Price |
$ | $ | ||||||
Share Price |
$ | $ |
Private Placement |
||||
Fair value as of December 31, 2021 (1) |
$ | |||
Change in valuation inputs or other assumptions |
( |
) | ||
Fair value as of March 31, 2022 |
$ | |||
Change in valuation inputs or other assumptions |
( |
) | ||
Fair value as of June 30, 2022 |
$ |
(1) | Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the Statement of Operations. |
APX ACQUISITION CORP. I | ||||
Date: September 1, 2022 | /s/ Daniel Braatz | |||
Name: Title: | Daniel Braatz Chief Executive Officer and Director (Principal Executive Officer) | |||
Date: September 1, 2022 | /s/ Xavier Martinez | |||
Name: Title: | Xavier Martinez Chief Financial Officer and Director (Principal Financial and Accounting Officer) |