UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.02. | Termination of a Material Definitive Agreement. |
As previously announced, on March 25, 2024, APx Acquisition Corp. I (the “Company”), OmnigenicsAI Corp, a Cayman Islands exempted company (“OmnigenicsAI”), Heritas Merger Sub Limited, a Cayman Islands exempted company and a direct wholly-owned subsidiary of OmnigenicsAI (“Merger Sub”) and MultiplAI Health Ltd, a private limited company formed under the laws of England and Wales (“MultiplAI” and, together with OmnigenicsAI, the “Target Companies”), entered into a Business Combination Agreement (the “Business Combination Agreement” and, the transactions contemplated by the Business Combination Agreement, the “Business Combination”). As a component of the Business Combination, Heritas Ltd., a Cayman Islands exempted company (“Parent”), agreed to purchase all of the ordinary shares of MultiplAI and any other equity commitments or equity securities of MultiplAI, including any securities or commitments convertible into, exchangeable or exercisable for, or representing the right to subscribe for, any such ordinary shares of MultiplAI (such securities, the “MultiplAI Shares”), pursuant to that certain amended and restated share purchase agreement, dated March 13, 2024 (the “MultiplAI SPA”), by and among Parent, MultiplAI and the holders of MultiplAI Shares (the “MultiplAI Shareholders”), which MultiplAI Shares were to be contributed to OmnigenicsAI in exchange for ordinary shares of OmnigenicsAI pursuant to the Business Combination Agreement.
While MultiplAI’s technology demonstrated potential, a few critical risks emerged while preparing for the integration of the businesses of OmnigenicsAI and MultiplAI. Notably, there was a significant discrepancy between the operational focus of the companies and the financial needs required to execute on both. MultiplAI, being pre-revenue and primarily focused on the U.S. market, contrasted with OmnigenicsAI’s established operations and market presence in Latin America. The combined entity’s projected capital expenditures and operational expenditures surpassed initial projections, presenting a substantial financial risk for the combined company. In addition to this, on May 6, 2024, the U.S. Food and Drug Administration issued a final rule on Laboratory Developed Tests (“LDTs”), that impacted the regulatory landscape for these tests in the United States. As MultiplAI’s product is classified as an LDT, this new regulatory environment introduced different compliance challenges and operational risks than were originally envisioned, requiring additional resources to address.
In light of the foregoing, on August 27, 2024, Parent, MultiplAI and the MultiplAI Shareholders (with the consent of the Company) terminated the MultiplAI SPA. As a result of such termination, MultiplAI will not be acquired by OmnigenicsAI, its business will not be combined pursuant to the Business Combination Agreement, and all rights and obligations of MultiplAI under the Business Combination Agreement shall cease and terminate, subject to certain exceptions.
Except as set forth above, no other terms of the Business Combination have been modified, and the Company and OmnigenicsAI intend to complete the combination of their businesses (without the acquisition of MultiplAI) as set forth in the Business Combination Agreement.
Important Information about the Proposed Business Combination and Where to Find It
This communication relates to the proposed Business Combination involving the Company, OmnigenicsAI, and Merger Sub. In connection with the proposed business combination, the Company will become a subsidiary of OmnigenicsAI, which will be the going-forward public company.
A full description of the terms of the Business Combination will be provided in a registration statement on Form F-4 (the “registration statement”) to be filed with the Securities and Exchange Commission (the “SEC”) by OmnigenicsAI that will include a prospectus with respect to OmnigenicsAI’s securities to be issued in connection with the transaction and a proxy statement with respect to the extraordinary general meeting of the shareholders of the Company to vote on the transaction (the “proxy statement/prospectus”). OmnigenicsAI and the Company urge investors, shareholders and other interested persons to read, when available, the preliminary proxy statement/ prospectus, as well as other documents filed with the SEC, because these documents will contain important information about OmnigenicsAI, the Company and the transaction. After the registration statement is declared effective, the definitive proxy statement/prospectus to be included in the registration statement will be mailed to shareholders of the Company as of a record date to be established for voting on the Business Combination. Once available, shareholders will also be able to obtain a copy of the registration statement on Form F-4-including the proxy statement/prospectus, and other documents filed with the SEC without charge-by directing a request to: OmnigenicsAI, at 89 Nexus Way Camana Bay Grand Cayman, KYI-9009, Cayman Islands, and APx Acquisition Corp. I at 714 Westview Avenue, Nashville, TN 37205, United States. The preliminary and definitive proxy statement/prospectus to be included in the registration statement, once available, can also be obtained, without charge, at the SEC’s website (www.sec.gov).
Participants in the Solicitation
OmnigenicsAI, the Company, and their respective directors, executive officers, other members of management, and employees may be deemed participants in the solicitation of proxies from the Company’s shareholders with respect to the proposed Business Combination. A list of the names of the Company’s directors and executive officers and a description of their interests in the Company is contained in the Company’s filings with the SEC, including the Company’s final prospectus relating to its initial public offering, which was filed with the SEC on December 6, 2021, and its Annual
Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on April 8, 2023, are each available free of charge at the SEC’s website at https://www.sec.gov. Additional information regarding the interests of such participants and any other persons who may, under SEC rules, be deemed to be participants in the solicitation of the Company’s shareholders in connection with the proposed Business Combination will be set forth in the registration statement when available. A list of the names of such participants and information regarding their direct or indirect interests in the proposed Business Combination will be contained in the registration when available. You may obtain free copies of these documents, when available, from the sources indicated above.
Forward-Looking Statements
Certain statements made in this current report are “forward looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in this current report, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “could,” “continue,” “might,” “outlook,” “possible,” “potential,” “predict,” “scheduled,” “should,” “would,” “target,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are not statements of historical matters but are instead expressions that indicate future events or trends and that intended to identify forward-looking statements, although the absence of these words does not mean that a statement is not forward-looking. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Actual results are difficult or impossible to predict. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s, or OmnigenicsAI’s control, that could cause actual results or outcomes to differ materially from assumptions and from the results or outcomes predicted in the forward-looking statements. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Although the Company and OmnigenicsAI believe that their respective plans, intentions, and expectations reflected in or suggested by these forward-looking statements are reasonable, none of the Company and OmnigenicsAI can assure you that any of them will
achieve or realize these plans, intentions, or expectations. Important factors, among others, that may affect actual results or outcomes include (i) the occurrence of any event, change, or other circumstances that could give rise to the inability to complete the proposed Business Combination in a timely manner or at all (including due to the failure to receive required shareholder approvals, failure to receive any other necessary approvals or the failure of other closing conditions); (ii) the inability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition and the ability of OmnigenicsAI to grow and manage growth profitably, maintain key relationships, and retain its management and key employees; (iii) the inability to obtain or maintain the listing of OmnigenicsAI’s shares on Nasdaq following the Business Combination; (iv) costs related to the proposed Business Combination; (v) the risk that the proposed Business Combination disrupts current plans and operations as a result of the announcement and consummation of the proposed Business Combination; (vi) the Company’s and OmnigenicsAI’s ability to manage growth and execute business plans and meet projections; (vii) changes to the proposed structure of the proposed Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the proposed Business Combination; (viii) the outcome of any potential litigation involving the Company or OmnigenicsAI; (ix) changes in applicable laws or regulations; (x) failure of the Company or OmnigenicsAI to comply with laws and regulations applicable to the Company’s or OmnigenicsAI’s businesses; (xi) the Company’s and OmnigenicsAI’s estimates of expenses and profitability; (xii) assumptions regarding redemptions by the Company’s shareholders; (xiii) changes in the competitive environment affecting OmnigenicsAI’s business; (xiv) the impact of pricing pressure and erosion on OmnigenicsAI’s business; (xv) the failure to obtain additional capital on acceptable terms; (xvi) the failure of OmnigenicsAI to respond to fluctuations in foreign currency exchange rates; (xvii) any downturn or volatility general economic and market conditions impacting demand for OmnigenicsAI’s services; (xviii) OmnigenicsAI’s estimates of its financial performance; and (xix) other risks and uncertainties indicated from time to time in the proxy statement/prospectus relating to the proposed Business Combination, including those under “Risk Factors” therein, and in the Company’s and OmnigenicsAI’s other filings with the SEC.
There may be additional risks that none of the Company or OmnigenicsAI presently knows or that the Company or OmnigenicsAI currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Forward-looking statements reflect the Company’s or OmnigenicsAI’s expectations, plans, or forecasts of future events and views of the date of this current report. The Company and OmnigenicsAI anticipate that subsequent events will cause the Company’s and OmnigenicsAI’s respective assessments to change. Forward-
looking statements speak only as of the date they are made, and none of the Company and OmnigenicsAI undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. None of the Company and OmnigenicsAI give any assurance that any of the Company or OmnigenicsAI will achieve expectations.
No Offer or Solicitation
This current report does not constitute a solicitation of a vote or a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction. This current report also does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of the Securities Act, or an exemption therefrom.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| APX ACQUISITION CORP. I | ||||||
| Dated: September 3, 2024 | By: | /s/ Kyle Bransfield | ||||
| Name: | Kyle Bransfield | |||||
| Title: | Chief Executive Officer | |||||