UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~October 29~~November 7, 2024

APX Acquisition Corp. I

(Exact name of registrant as specified in its charter)

Cayman Islands	001-41125	N/A
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)

714 Westview Avenue

Nashville, TN 37205

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (202) 465-5882

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share, par value $0.0001 per share, and one-half of one Redeemable Warrant	APXIU	The NASDAQ Stock Market LLC
Class A Ordinary Shares, par value $0.0001 per share	APXI	The NASDAQ Stock Market LLC
Warrant, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share	APXIW	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3 1.01. ~~Notice~~Entry ofinto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

AsThe ~~previously~~information ~~reported,~~provided onin ~~September 4,~~Item ~~2024, APX Acquisition Corp~~2.03 ~~I (the “Company”), received a written notice from the Listing Qualifications Department~~ of ~~The~~this ~~Nasdaq~~Current ~~Stock~~Report ~~Market~~on ~~(“Nasdaq”)~~Form ~~indicating~~8-K ~~that~~is ~~since~~incorporated ~~the~~by ~~Company’s~~reference ~~aggregate~~into ~~market~~this ~~value~~Item ~~of its outstanding warrants was less than $~~1 million, the Company was no longer in compliance with the Nasdaq Global Market continued listing criteria set forth in Listing Rule 5452(b)(C) (the “Rule”), which requires the Company to maintain an aggregate market value of its outstanding warrants of at least $1 million (the “Notice”). ~~The Company subsequently submitted a plan to regain compliance with the Rule (the “Compliance Plan”)~~01.

OnItem ~~October 29,~~2.03 ~~2024,~~Creation ~~the~~of ~~Company~~a ~~received~~Direct ~~written~~Financial ~~notice~~Obligation ~~from~~or ~~the~~an ~~Staff~~Obligation ~~(the~~under ~~“November~~an ~~Notice”), stating that the Compliance Plan was not accepted as the Company had provided insufficient evidence to demonstrate that it can effect the Compliance Plan by its 36~~Off-~~month~~Balance ~~expiration~~Sheet ~~date~~Arrangement of December 6, 2024, at which time the Company’s securities will be delisted from Nasdaq in accordance with IM-5101-2, irrespective of the Company’s progress or lack thereof toward regaining compliance with the Rule, and that the Staff had determined to initiate procedures to delist the Company’s warrants (and, as a ~~result of the warrants’ inclusion therein, the Company’s units) from Nasdaq due to the Company’s non-compliance.~~ Registrant

~~Pursuant~~Promissory toNote the Notice, unless the Company requests a hearing to appeal this determination by November 5, 2024, the Company’s warrants and units will be suspended at the opening of business on November 5, 2024, and a Form 25-NSE will be filed with the SEC, which will remove the Company’s warrants and units from listing and registration on Nasdaq (the “Warrant/Unit Delisting”). The Company does not intend to request a hearing. The Warrant/Unit Delisting does not affect the listing or trading of the Company’s Class A ordinary shares on the Nasdaq Global Market, other than those contained within the units.

~~Forward-Looking~~On ~~Statements~~November 7, 2024, APX Acquisition Corp. I (the “Company”) issued an unsecured promissory note (the “Note”) in the principal amount of $700,000 to Bioceres LLC (“Bioceres”), an indirect shareholder of OmnigenicsAI Corp, the counterparty to the Company’s previously announced business combination. The Note bears interest at 20% per annum. The Company shall repay all interested accrued and the principal balance on the date on which the Company consummates its initial business combination (the “Maturity Date”). The Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Note as well as all accrued interest and all other sums payable with regard to the Note becoming immediately due and payable.

~~This~~The ~~Current~~issuance ~~Report~~of onthe ~~Form~~Note ~~8-K~~was ~~includes, and oral statements~~ made ~~from~~pursuant ~~time~~ to ~~time by representatives of~~ the ~~Company~~exemption ~~may~~from ~~include,~~registration ~~“forward-looking~~contained ~~statements”~~in ~~within the meaning of~~ Section ~~27A~~4(a)(2) of the Securities Act of 1933, as amended~~, and Section 21E of the Securities Exchange Act of 1934, as amended~~. Statements regarding possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Current Report on Form 8-K are forward-looking statements. When used in this Current Report on Form 8-K, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to the Company or the Company’s management team, identify forward-looking statements. Such forward-looking statements in this Current Report on Form 8-K include, but are not limited to, statements related to the Company’s securities being listed on Nasdaq. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on the Company’s behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s registration statement and final prospectus relating to the Company’s initial public offering filed with the SEC. Copies are available on the SEC’s website at www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by applicable law.

A copy of the Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirety by reference to the Note.

Item 9.01.

Financial Statements and Exhibits


Exhibit No.		Description

10.1		Promissory Note, dated November 7, 2024

104		Cover Page Interactive Data File

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: November 1, 2024	By:	/s/ Kyle Bransfield
Dated: November 8, 2024	By:	/s/ Kyle Bransfield
	Name:	Kyle Bransfield
	Title:	Chief Executive Officer

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