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): December 410, 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.)

714 Westview Avenue

Nashville, TN 37205

(Address of principal executive offices, including zip code)

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

~~Juan Salvador Agraz 65~~N/A

Contadero, Cuajimalpa de Morelos

Mexico City, Mexico 05370

(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 1 3.01 ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material Definitive~~Continued ~~Agreement~~Listing Rule or Standard; Transfer of Listing.

~~Trust~~On ~~Agreement~~December ~~Amendment~~10, 2024, APX Acquisition Corp. I (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that, pursuant to Nasdaq Listing Rule IM-5101-2 (“Rule IM-5101-2”), the staff of Nasdaq (“Staff”) had determined that (i) the Company’s securities will be delisted from Nasdaq, (ii) trading of the Company’s Class A common stock, warrants, and units will be suspended at the opening of business on December 17, 2024 and (iii) a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing and registration on Nasdaq. Under Rule IM-5101-2, a special purpose acquisition company must complete one or more business combinations within 36 months of the effectiveness of its initial public offering registration statement. Since the Company failed to complete its initial business combination by December 6, 2024, the Staff concluded that the Company did not comply with Rule IM-5101-2 and that the Company’s securities are now subject to delisting.

OnThe ~~December~~Company 4,intends to apply ~~2024,~~for asthe ~~approved~~listing byof its ~~shareholders~~securities ~~at an extraordinary general meeting held~~ on ~~December 4, 2024 (~~the ~~“EGM”),~~OTC ~~APx Acquisition~~market ~~Corp.~~after Ithey ~~(the~~are ~~“Company”),~~delisted ~~and~~from ~~its~~Nasdaq. ~~trustee,~~The ~~Continental~~delisting ~~Stock~~from ~~Transfer~~Nasdaq &and ~~Trust Company (~~the ~~“Trustee”),~~commencement ~~signed~~of antrading ~~amendment~~on (the ~~“Trust~~OTC ~~Agreement~~market ~~Amendment”)~~does tonot affect the ~~investment~~Company’s ~~management~~previously ~~trust~~announced ~~agreement~~business ~~dated~~combination aswith ofOmnigenicsAI ~~December 6~~Corp, ~~2021~~a ~~(the~~Cayman Islands ~~“Trust~~exempted ~~Agreement~~company (“Omnigenics”), toas ~~extend~~both ~~the~~parties ~~Combination~~continue ~~Period~~to ~~(as~~work ~~defined below)~~ to effectuate the ~~Extended~~closing ~~Date~~of ~~(as~~the ~~defined~~business combination. ~~below),~~Omnigenics aswill ~~approved~~apply byfor ~~the~~listing ~~Company’s~~of ~~shareholders~~its insecurities ~~accordance~~on ~~with~~ the ~~Company’s~~Nasdaq ~~Amended~~Stock ~~and~~Market ~~Restated~~in ~~Memorandum~~connection ~~and~~with ~~Articles of~~the ~~Association,~~closing asof ~~amended (~~the ~~“Articles~~business ~~of Association”)~~combination.

~~Item 5.03.~~The ~~Amendments~~Company towill ~~Articles~~remain a reporting entity under the Securities Exchange Act of ~~Incorporation~~1934, oras ~~Bylaws;~~amended, ~~Change~~with inrespect ~~Fiscal~~to ~~Year~~continued disclosure of financial and operational information.

AsForward-Looking approved by its shareholders at the EGM held on December 4, 2024, the following proposals were approved: (a) as a special resolution, giving the Company the right to extend the date by which it has to consummate a business combination (the “Combination Period”) to December 9, 2025 (as extended, the “Extended Date”) (i.e., for a period of time ending 48 months after the consummation of its initial public offering (the “IPO”)) (the “Extension Amendment Proposal”); (b) as an ordinary resolution, an amendment to extend the Combination Period to the Extended Date (the “Trust Agreement Amendment Proposal”); and (c) eliminate (i) the limitation that the Company shall not redeem the Class A Ordinary Shares to the extent that such redemption would result in the Company’s failure to have net tangible assets of at least $5,000,001, upon consummation of the Company’s initial business combination (the “Redemption Limitation”), and (ii) the requirement that the Company shall not consummate an initial business combination unless the Redemption Limitation is not exceeded (the “NTA Requirement Amendment Proposal”).Statements

AThis ~~copy~~Current ofReport ~~the~~on ~~resolutions~~Form ~~adopted~~8-K includes, and oral statements made from time to time by representatives of the ~~shareholders~~Company atmay include, "forward-looking statements" within the ~~EGM~~meaning of Section 27A of the Securities Act of 1933, ~~which~~as ~~resolutions~~amended, ~~approved~~and ~~each~~Section 21E of the ~~Extension~~Securities ~~Amendment~~Exchange ~~Proposal~~Act of 1934, as amended. Statements regarding possible business combinations and the ~~Trust~~financing ~~Agreement~~thereof, ~~Amendment~~and related matters, as well as all other statements ~~Proposal~~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 ~~NTA~~similar ~~Requirement~~expressions, ~~Amendment~~as ~~Proposal~~they ~~(collectively~~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 ~~“Charter~~Company's ~~Amendment”)~~securities isbeing ~~attached~~listed on Nasdaq. Actual results could differ materially from those contemplated by the forward-looking statements as ~~Exhibit~~a 3result of certain factors detailed in the Company's filings with the SEC.1 All subsequent written or oral forward-looking statements attributable to the Company or persons acting on the Company's ~~hereto~~behalf ~~and~~are isqualified ~~incorporated~~in their entirety by ~~reference~~this paragraph. ~~The~~Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, ~~will~~including ~~file~~those set forth in the ~~Charter~~"Risk ~~Amendment~~Factors" section of the Company's registration statement and final prospectus relating to the Company's initial public offering filed with the ~~Cayman~~SEC. ~~Islands~~Copies ~~Registrar~~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 ~~Companies~~this release, except as required by applicable law.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On December 4, 2024, the Company held the EGM. On November 6, 2024, the record date for the EGM, there were 9,910,124 ordinary shares entitled to be voted at the EGM. This includes 9,910,124 Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), and 0 Class B ordinary shares, par value $0.0001 per share (“Class B Ordinary Shares” and together with the Public Shares being the issued and outstanding ordinary shares of the Company, referred to as the “Shares”). At the meeting, 8,755,757 or 88.35% of such Shares, were represented in person or by proxy.

The final results for each of the matters submitted to a vote of the Company’s shareholders at the EGM are as follows:

1. Extension Amendment Proposal

Shareholders approved the proposal to amend the Company’s Articles of Association as a special resolution, giving the Company the right to extend the Combination Period to the Extended Date. Approval of the Extension Amendment Proposal required a special resolution under Cayman Islands law, being a resolution passed by a majority of not less than two-thirds (2/3) of such holders of the issued and outstanding Shares voted in person or by proxy at the EGM or any adjournment thereof. The Extension Amendment Proposal received the following votes

FOR		AGAINST		ABSTAIN
7,219,785		1,535,972		0

2. Trust Agreement Amendment Proposal

Shareholders approved the proposal to amend the Trust Agreement, as an ordinary resolution, to extend the Combination Period to the Extended Date. Approval of the Trust Agreement Amendment Proposal required a special resolution under Cayman Islands law, at least sixty-five percent (65%) of such holders of the issued and outstanding Shares voted in person or by proxy at the EGM or any adjournment thereof. The Trust Agreement Amendment Proposal received the following votes:

FOR		AGAINST		ABSTAIN
7,219,785		1,535,972		0

3. NTA Requirement Amendment Proposal

Shareholders approved the proposal to amend the Company’s Articles of Association as a special resolution, an amendment to the Articles of Association to expand the methods that the Company may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission by removing all limitations in connection with the Company having net tangible assets of at least $5,000,001. Approval of the NTA Requirement Amendment Proposal required a special resolution under Cayman Islands law, being a resolution passed by a majority of not less than two-thirds (2/3) of such holders of the issued and outstanding Shares voted in person or by proxy at the EGM or any adjournment thereof. The NTA Requirement Amendment Proposal received the following votes:

FOR		AGAINST		ABSTAIN
7,444,606		1,311,151		0

Item 8.01. Other Events.

In connection with the shareholders’ vote at the EGM of shareholders held by the Company on December 4, 2024, 5,077,568 Public Shares were tendered for redemption, leaving 520,056 Public Shares. As a result, $60,856,059.42 (approximately $11.99 per share) will be removed from the Trust Account to pay such holders, without taking into account additional allocation of payments to cover any tax obligation of the Company since that date. After the redemptions, $6,233,015.29 will remain in the Trust Account.

Item 9.01. Financial Statements and Exhibits

Exhibit No.		Description
3.1		Resolutions adopting the Charter Amendment
10.1		Amendment to the Investment Management Trust Agreement, dated December 4, 2024
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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: December 10, 2024	By:	/s/ Kyle Bransfield
Dated: December 16, 2024	By:		/s/ Kyle Bransfield
		Name: Kyle Bransfield
	Name:		Kyle Bransfield
		Title: Chief Executive Officer
	Title:		Chief Executive Officer

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