 | Maurice Blanco
maurice.blanco@davispolk.com | Davis Polk & WardwellLLP 450 Lexington Avenue |
August 19, 2022
| Re: | APx Acquisition Corp. I |
Form 8-K Filed on August 18, 2022
File No. 001-41125
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549
Attn: Ms. Babette Cooper
Ms. Cooper:
On behalf of our client, APx Acquisition Corp. I (the “Company”), this letter sets forth the Company’s response to the comment provided by the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) in its letter dated August 18, 2022 (the “Comment Letter”). On August 18, 2022, the Company publicly filed a current report on Form 8-K (the “Current Report”) via the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”) to the Commission. The Company has revised the Current Report in response to the Staff’s comments and is filing concurrently with this letter, on a public basis via EDGAR, an amendment to the Current Report on Form 8-K/A (“Amendment No. 1”), which reflects these revisions.
For the convenience of the Staff, each comment from the Comment Letter is restated in italics prior to the Company’s response to such comment.
Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
| 1. | Please amend your Form 8-K to include a statement of whether the audit committee, or the board of directors in the absence of an audit committee, or authorized officer or officers discussed with the registrant’s independent accountant the matters disclosed in the filing pursuant to this Item 4.02(a). |
Response: The Company acknowledges the Staff’s comment and has revised the disclosure in Amendment No. 1.
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Please do not hesitate to contact me at 212-450-4086 or maurice.blanco@davispolk.com if you have any questions regarding the foregoing or if I can provide any additional information.
Very truly yours,
/s/ Maurice Blanco
Maurice Blanco
| cc: | Xavier Martinez, Chief Financial Officer, APx Acquisition Corp. I |
Pedro J. Bermeo, Davis Polk & Wardwell LLP
| August 19, 2022 | 2 |