Explanatory Note
On September 13, 2023, the Company (as defined below) filed a Current Report on Form 8-K (the “Original Form 8-K”) with the U.S. Securities and Exchange Commission. This amendment to the Original Form 8-K corrects for the fact that, (a) pursuant to the Purchase Agreement (as defined below), the Sponsor retained 2,013,750 Private Placement Warrants (as opposed to the 3,342,188 Private Placement Warrants previously reported), (b) due to administrative error, (i) Kyle Bransfield did not replace Daniel Braatz as Chairman of the Board and Chief Executive Officer, and (ii) Xavier Martinez did not resign as Chief Financial Officer, and (c) following the redemptions elected in connection with the Extension Amendment Proposal (as defined below), 5,799,120 Public Shares (as defined below) remained outstanding (as opposed to the 10,111,620 Public Shares previously reported). Except as described above, all other information in the Original Form 8-K remains unchanged.
Item 1.01 Entry into a Material Definitive Agreement
Trust Agreement Amendment
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”).
Sponsor Alliance
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. The Sponsor will retain 970,312 Founder Shares and 2,013,750 Placement Warrants. The transfer of Founder Shares and Placement Warrants to the Purchaser pursuant to the Purchase Agreement is referred to as the “Transfer.” The Transfer and all agreements executed in connection with the Transfer (including the transactions contemplated therein) are referred to as the “Sponsor Alliance.”
In connection with the Sponsor Alliance, the Company, its officers and directors, the Sponsor and the Purchaser entered into additional agreements whereby: (a) 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; and (b) the Letter Agreement was amended by the parties thereto to allow for the Transfer with respect to the Founder Shares (the “Letter Agreement Amendment”). In addition, at the Closing, the Company’s IPO underwriters waived their respective entitlement to the payment of any Deferred Discount (as such term is defined therein) to be paid under the terms of Section 2(c) and Section 5(bb) of the Underwriting Agreement dated December 6, 2021.
As part of the Sponsor Alliance, the Company introduced a change in the board of directors of the Company (“Board”) as follows: Angel Losada Moreno, David Proman and Diego Dayenoff shall tender their resignations as directors, to be effective upon the later of (x) the expiration of all applicable waiting periods under Section 14(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14f-1 thereunder, and (y) the appointment of their successors to be designated by the Purchaser.
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