Promissory Note Payable	12 Months Ended
Dec. 31, 2024
Promissory Note Payable [Abstract]
PROMISSORY NOTE PAYABLE	NOTE 6. PROMISSORY NOTE PAYABLE On February 28, 2023, the Company issued an unsecured promissory note (the “First Promissory Note”) in an amount of $875,000 in order to economically facilitate their ability to effect the extension of the termination date. An amount of $125,000 was used in order to economically facilitate the extension payment to extend the period from September 9, 2023 to October 9, 2023. The First Promissory Note is payable in full on the earlier of (a) consummation of an initial business combination or (b) December 31, 2023 (the “First Due Date”). On the First Due Date, the Company shall pay to the payee under the First Promissory Note (the “Payee”) the outstanding principal amount of the First Promissory Note in immediately available funds and deliver to the Payee, as interest-in-kind, 875,000 of newly issued warrants. The terms of the warrants are identical to the Private Placement Warrants the Company issued in connection with the Initial Public Offering. The Payee shall be entitled to certain registration rights with respect to the warrants and the shares issuable upon exercise of the warrants. On May 26, 2023, the Company issued a second unsecured promissory note (the “Second Promissory Note” and, together with the First Promissory Note, the “Promissory Notes”) in an amount of $750,000 in order to economically facilitate the ability to effect the extension of the termination date, from June 9, 2023 to September 9, 2023 (the “Second Extension”). The Second Promissory Note is payable in full on the earlier of (a) consummation of an initial business combination or (b) December 31, 2023 (the “Second Due Date”). On the Second Due Date, the Company shall pay to the Payee under the Second Promissory Note the outstanding principal amount of the Second Promissory Note in immediately available funds and deliver to the Payee, as interest-in-kind, 750,000 of newly issued warrants. The terms of the warrants are identical to the Private Placement Warrants the Company issued in connection with the Initial Public Offering. The Payee shall be entitled to certain registration rights with respect to the warrants and the shares issuable upon exercise of the warrants. On August 18, 2023, the Company paid in full the outstanding balance of $1,625,000 drawn on the First Promissory and Second Promissory Notes. In connection, the Company incurred a gain on settlement of debt of $117,373. The Promissory Note payable is considered paid in full, and the Company no longer has access to draw funds. The Payee forfeited all newly issued private placement warrants, and there was no debt discount as of December 31, 2024, and December 31, 2023. On September 8, 2023, in connection with the Sponsor Alliance, the Company issued an unsecured promissory note (the “Working Capital Promissory Note”) in the amount of up to $500,000. The note is non-interest bearing and is convertible at the option of the holder into one or more private placement warrants. The proceeds of the Promissory Note will be used to finance operating costs in connection with a Business Combination. The Working Capital Promissory Note is payable in full upon the Company’s consummation of a Business Combination. As of December 31, 2023, the principal balance of $520,600 was outstanding and the fair value of the conversion feature was di minimis. This amount includes $20,600 of advances received from the Sponsor Alliance to cover expenses until the amendment to the Working Capital Promissory note was finalized (see below). On February 9, 2024, the Working Capital Promissory Note was amended and restated (the “Amended and Restated Note”), to increase the maximum principal amount from $500,000 to $2,000,000 and to provide that, in addition to funding working capital needs, amounts under the Amended and Restated Note may be used for the purposes of making one or more payments to Continental Stock Transfer & Trust Company, a New York limited liability trust company, as Extension Payments (as defined in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 29, 2023, as amended). Other than as set forth above, the terms of the Amended and Restated Note are identical to those of the Working Capital Promissory Note. The issuance of the Amended and Restated Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. As of December 31, 2024, a principal balance of $1,731,460 was outstanding and the fair value of the conversion feature was immaterial. However, because the conversion feature of the note is capped at $1,500,000, this amount of the principal balance as of December 31, 2024 is presented as Convertible note payable, with the remaining non-convertible portion of $231,460 presented as Notes payable. On August 26, 2024, the Company issued an unsecured promissory note (the “Bioceres Note”) in the principal amount of $446,000 to Bioceres LLC (“Bioceres”), an indirect shareholder of OmnigenicsAI Corp, the counterparty to the Company’s previously announced business combination. The Bioceres Note bears interest at 20% per annum. The Company shall repay all interest accrued and the principal balance on the date on which the Company consummates its initial business combination. The Bioceres Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Bioceres Note as well as all accrued interest and all other sums payable with regard to the Note becoming immediately due and payable. As of December 31, 2024, the principal balance outstanding is $446,000 and is presented as Notes payable. On November 7, 2024, the Company issued the unsecured Second Bioceres Note in the principal amount of $700,000 to Bioceres. The Second Bioceres 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 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. As of December 31, 2024, the principal balance outstanding is $468,615 and is presented as Notes payable.

Promissory Note Payable

12 Months Ended

Dec. 31, 2024

NOTE 6. PROMISSORY NOTE PAYABLE

On February 28, 2023, the Company issued an unsecured promissory note (the “First Promissory Note”) in an amount of $875,000 in order to economically facilitate their ability to effect the extension of the termination date. An amount of $125,000 was used in order to economically facilitate the extension payment to extend the period from September 9, 2023 to October 9, 2023. The First Promissory Note is payable in full on the earlier of (a) consummation of an initial business combination or (b) December 31, 2023 (the “First Due Date”). On the First Due Date, the Company shall pay to the payee under the First Promissory Note (the “Payee”) the outstanding principal amount of the First Promissory Note in immediately available funds and deliver to the Payee, as interest-in-kind, 875,000 of newly issued warrants. The terms of the warrants are identical to the Private Placement Warrants the Company issued in connection with the Initial Public Offering. The Payee shall be entitled to certain registration rights with respect to the warrants and the shares issuable upon exercise of the warrants.

On May 26, 2023, the Company issued a second unsecured promissory note (the “Second Promissory Note” and, together with the First Promissory Note, the “Promissory Notes”) in an amount of $750,000 in order to economically facilitate the ability to effect the extension of the termination date, from June 9, 2023 to September 9, 2023 (the “Second Extension”). The Second Promissory Note is payable in full on the earlier of (a) consummation of an initial business combination or (b) December 31, 2023 (the “Second Due Date”). On the Second Due Date, the Company shall pay to the Payee under the Second Promissory Note the outstanding principal amount of the Second Promissory Note in immediately available funds and deliver to the Payee, as interest-in-kind, 750,000 of newly issued warrants. The terms of the warrants are identical to the Private Placement Warrants the Company issued in connection with the Initial Public Offering. The Payee shall be entitled to certain registration rights with respect to the warrants and the shares issuable upon exercise of the warrants.

On August 18, 2023, the Company paid in full the outstanding balance of $1,625,000 drawn on the First Promissory and Second Promissory Notes. In connection, the Company incurred a gain on settlement of debt of $117,373. The Promissory Note payable is considered paid in full, and the Company no longer has access to draw funds. The Payee forfeited all newly issued private placement warrants, and there was no debt discount as of December 31, 2024, and December 31, 2023.

On September 8, 2023, in connection with the Sponsor Alliance, the Company issued an unsecured promissory note (the “Working Capital Promissory Note”) in the amount of up to $500,000. The note is non-interest bearing and is convertible at the option of the holder into one or more private placement warrants. The proceeds of the Promissory Note will be used to finance operating costs in connection with a Business Combination. The Working Capital Promissory Note is payable in full upon the Company’s consummation of a Business Combination. As of December 31, 2023, the principal balance of $520,600 was outstanding and the fair value of the conversion feature was di minimis. This amount includes $20,600 of advances received from the Sponsor Alliance to cover expenses until the amendment to the Working Capital Promissory note was finalized (see below).

On February 9, 2024, the Working Capital Promissory Note was amended and restated (the “Amended and Restated Note”), to increase the maximum principal amount from $500,000 to $2,000,000 and to provide that, in addition to funding working capital needs, amounts under the Amended and Restated Note may be used for the purposes of making one or more payments to Continental Stock Transfer & Trust Company, a New York limited liability trust company, as Extension Payments (as defined in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 29, 2023, as amended). Other than as set forth above, the terms of the Amended and Restated Note are identical to those of the Working Capital Promissory Note. The issuance of the Amended and Restated Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. As of December 31, 2024, a principal balance of $1,731,460 was outstanding and the fair value of the conversion feature was immaterial. However, because the conversion feature of the note is capped at $1,500,000, this amount of the principal balance as of December 31, 2024 is presented as Convertible note payable, with the remaining non-convertible portion of $231,460 presented as Notes payable.

On August 26, 2024, the Company issued an unsecured promissory note (the “Bioceres Note”) in the principal amount of $446,000 to Bioceres LLC (“Bioceres”), an indirect shareholder of OmnigenicsAI Corp, the counterparty to the Company’s previously announced business combination. The Bioceres Note bears interest at 20% per annum. The Company shall repay all interest accrued and the principal balance on the date on which the Company consummates its initial business combination. The Bioceres Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Bioceres Note as well as all accrued interest and all other sums payable with regard to the Note becoming immediately due and payable. As of December 31, 2024, the principal balance outstanding is $446,000 and is presented as Notes payable.

On November 7, 2024, the Company issued the unsecured Second Bioceres Note in the principal amount of $700,000 to Bioceres. The Second Bioceres 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 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. As of December 31, 2024, the principal balance outstanding is $468,615 and is presented as Notes payable.

APx Acquisition Corp. I 10-K