APx Acquisition Corp. I *
PROPOSED BUSINESS COMBINATION: OmnigenicsAI Corp
ENTERPRISE VALUE: $340 million
ANTICIPATED SYMBOL: OMNI
APx Acquisition Corp. I proposes to combine with OmnigenicsAI Corp.
OmnigenicsAI, formerly Heritas, is a precision medicine company with nine years of experience operating in Latin America through two innovative business divisions dedicated to enhancing healthcare through proprietary genetic tests and services. The clinical diagnostics division offers genomic diagnostic tests and reports for clinical genomics, oncology, human microbiome and reproductive genomics, along with telehealth consultations, empowering patients and physicians with deep genetic insights to make informed health decisions. Its prevention division, Rewell, focuses on preventive care by offering direct-to-consumer solutions that include DNA and microbiome testing kits and telehealth sessions, guiding consumers to achieve personalized health and nutrition objectives.
EXTENSION – 12/10/24 – LINK
- The SPAC approved the extension from December 9, 2024 to December 9, 2025.
- 5,077,568 shares were redeemed.
- No contribution will be made into the trust account.
SUBSEQUENT EVENT – 9/3/24 – LINK
- 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.
- OmnigenicsAI will not acquire MultiplAI, 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.
- The SPAC and OmnigenicsAI intend to complete the combination of their businesses.
TRANSACTION
- Upon closing, OmnigenicsAI shares and warrants are expected to be publicly listed on Nasdaq under the ticker symbols “OMNI” and “OMNIW”, respectively.
- The deal values OmnigenicsAI and MultiplAI at a combined enterprise value of approximately $340 million at signing.
SPAC FUNDING
- Backstop:
- Theo I SCSp and the Company entered into a Backstop Agreement, pursuant to which Theo shall be obligated to obtain the amount (if any) by which $10,000,000 exceeds the aggregate amount of cash on deposit in the Trust Account that will remain after payment in full of the SPAC Shareholder Redemption Amount to SPAC Shareholders pursuant to their exercise of the SPAC Shareholder Redemption Right (assuming no SPAC Transaction Expenses have been paid from the Trust Account).
LOCK-UP
- Company and Sponsor:
- The Shares held by each party will be subject to a lock-up until the date that is 12 months from the Closing Date.
- If the share price of the Company Shares exceeds $12.00 per Share for any 20 trading days within any 30-day trading period, 50% of the lock-up Shares shall be released from the lock-up.
NOTABLE CONDITIONS TO CLOSING
- The Company or OmnigenicsAI having at least $5,000,001 of net tangible assets.
NOTABLE CONDITIONS TO TERMINATION
- The Business Combination Agreement may be terminated by either OmnigenicsAI or the Company if the Merger Effective Time shall not have occurred prior to 5:00 p.m. (New York time) on December 9, 2024.
ADVISORS
- Company
- Linklaters LLP, Ogier and Marval, O’Farrell & Mairal acted as legal counsel.
- SPAC
- Greenberg Traurig, LLP, Maples & Calder (Cayman) LLP and Pérez Alati, Grondona, Benites & Arntsen acted as legal counsel.
- EarlyBirdCapital, Inc. acted as M&A advisor.
EXTENSION – 12/14/23 – LINK
- The SPAC approved the extension from December 9, 2023 to December 9, 2024.
- 201,496 shares were redeemed for $11.13 per share.
- $125K per month will be deposited into the trust account.
LETTER OF INTENT – 12/1/23 – LINK
- The SPAC announced a preliminary agreement to merge with Bioceres Group, a precision medicine company serving the Spanish-speaking global market.
- This company provides genomic diagnostic tests across various medical fields and a digital wellness service based on DNA and gut microbiome analysis aimed at enhancing wellbeing.
SPONSOR ALLIANCE – 9/13/23 – LINK
- On September 8, 2023, the Company made a purchase agreement with its sponsor, APx Cap Sponsor Group I, LLC, and Templar, LLC.
- The sponsor will transfer some shares and warrants to the purchaser, while retaining some for themselves.
- This transfer is referred to as the “Transfer,” and along with related agreements and management changes, it is called the “Sponsor Alliance.”
- In connection with the Sponsor Alliance, the Company, its officers and directors, the sponsor, and the purchaser entered into additional agreements.
- The purchaser joined existing agreements and amended one of them to facilitate the transfer of shares.
- As part of the Sponsor Alliance, the Company implemented a management change and made changes to its board of directors.
- Kyle Bransfield replaced Daniel Braatz as Chairman of the Board and CEO, while Daniel Braatz remained as a director.
- The Chief Financial Officer resigned, and three directors will resign upon certain conditions being met and successors being appointed by the purchaser.
EXTENSION – 9/13/23 – LINK
- The SPAC approved the extension from September 9, 2023 to December 9, 2023.
- 757,463 shares were redeemed for $10.89 per share.
- $125K per month will be deposited into the trust account.
EXTENSION – 2/27/23 – LINK
- The SPAC approved the amended payment to the trust account in connection with the two 3-month extensions allowing in the SPACs governing documents
- 10,693,417 shares were redeemed for approximately $10.41/Share
MANAGEMENT & BOARD
Executive Officers
Kyle Bransfield , — [Appointed]
Chief Executive Officer, Chairman of the Board
The Board appointed Kyle Bransfield as a director, Chairman of the Board, and Chief Executive Officer of the Company.
Daniel Braatz, 37 [Resigned]
Chief Executive Officer, Chairman of the Board
Mr. Braatz has served as CEO and Chairman of the Board of APx Capital. In addition, Mr. Braatz (i) co-founded (a) FHipo, the first MREIT in the region with over US$1.4 billion in AUM, and (b) VACE Partners, a company providing specialized financial services, (ii) founded (a) Yave, a leading non-bank digital mortgage lender in Mexico, (b) VRE, a vertical residential developer, and (c) AC Capital, a distressed asset fund, (iii) currently serves as a board member of FHipo, Infosel, Conjunto Inmobiliario Polanco, Yave, Parkour Ventures and AC Capital and (iv) holds an LPAC position in Yaax Capital. Prior to his entrepreneurial life, Mr. Braatz worked at Citigroup as an investment banker. Mr. Braatz holds a B.S. in Industrial Engineering from Instituto Tecnológico Autónomo de México (ITAM).
Xavier Martinez, 29
Chief Financial Officer
Mr. Martinez has been a member of APx Capital since inception. Prior to APx, Xavier served as Vice President of Investments and Chief Business Development Officer at FHipo. Mr. Martinez is also a co-founder of Yave. Mr. Martinez received a B.S. in Economics from Universidad Iberoamericana and an MBA from the Kellogg School of Management at Northwestern University.
Board of Directors
Alfredo Vara Alonso, 52
Director
Mr. Vara is (i) a co-founder and member of the board of APx Capital, AC Capital and Yave (ii) a co-founder of VACE Partners (iii) a co-founder, member of the board, and the first managing partner of FHipo, and is currently involved in the vehicle’s strategic decision-making and (iv) the largest minority investor in HiTo, master administrator platform, and advisor to the board. From February 2017 to November 2018, Mr. Vara was General Director of Banobras, the fifth largest bank in Mexico by loan portfolio. Mr. Vara has served as board member, at different times, of Afore XXI, Infonavit, Fincasa, Finrural, among others. Prior to his entrepreneurial experiences, Mr. Vara was a first level officer at IPAB (Instituto para la Protección al Ahorro Bancario). He also worked for Deutsche Bank’s Latin American Global Market Sales Group. Mr. Vara holds a B.S. in Economics from ITAM, and an MBA and M.A. in Economics from Yale University.
Thomas P.M. Barry [Appointed 4/11/24]
Director
Mr. Barry is the Founder and has served as Chief Investment Officer of TBarry Capital from 2017. He is an executive with Ruppert Companies where he has served as Chief Financial Officer from 2014 to 2016 and Division President since 2016 for Ruppert Landscape, LLC, one of the US’s largest commercial landscaping businesses. From 2008 to 2014, Mr. Barry served as the Chief Investment Officer of The Carr Companies (including The Oliver Carr Company, Carr Hospitality and Carr City Centers), where he oversaw acquisitions, dispositions, financing, partnership structuring and a range of contract negotiations within the commercial real estate sector. Mr. Barry served as a Senior Associate at FBR Capital Markets in the Real Estate Equity Research Group from 2005 to 2008. Mr. Barry earned his Master of Business Administration from the Wharton School at the University of Pennsylvania and his Bachelor of Science degree in Business Administration from American University. He is also currently a member of Harvard Business School’s OPM 61 class.
Fara Remtulla [Appointed 4/11/24]
Director
Ms. Remtulla has served as the Chief Operating Officer at Bridge It, Inc., a leading financial wellness application focused on helping improve their financial health, since August 2021. She also served as Head of Digital Delivery at BSF Digital Ventures, a subsidiary of Banque Saudi Fransi, from 2019 to 2021. Ms. Remtulla is an experienced Fintech practitioner who has been involved in launching new digital banking propositions, including co-founding BankCLEARLY, a middle-eastern neo-bank, where she worked closely with regional banks to advance fintech across the banking system, from 2016 to 2018. Prior to founding BankCLEARLY, Ms. Remtulla was the Vice President of Group Strategy at Abu Dhabi Commercial Bank, where she focused on corporate and digital strategy, innovation, and customer experience from 2012 to 2016. Ms. Remtulla also held leadership roles at Deutsche Bank in the Corporate and Investment Bank from 2005 to 2010 and at Citigroup from 2003 to 2005. She began her career with McKinsey & Company in their New York office in 2001. She holds a Masters in Business Administration from Columbia Business School and a Bachelors in Engineering from McGill University.
Daniel Mudd [Appointed 3/8/24]
Director
Since 2015, Mr. Mudd has served as senior adviser at Gore Street Capital, an alternatives asset manager in the United Kingdom. He served as Chief Executive Officer of Fortress Investment Group LLC, an alternative asset manager, from August 2009 through December 2011. Previously, Mr. Mudd served as President and Chief Executive Officer of Fannie Mae from 2005 to 2008. Mr. Mudd was also a member of the Fannie Mae Board of Directors. Prior to serving as Chief Executive Officer of Fannie Mae, Mr. Mudd served as the Vice Chairman and Chief Operating Officer of Fannie Mae from 2001 to 2005. As Chief Operating Officer, Mr. Mudd was responsible for originations, marketing, operations, systems, local outreach and administration. Prior to joining Fannie Mae in February 2000, Mr. Mudd served as a senior officer at GE Capital from 1991 to 2000. Prior to his tenure at GE Capital, Mr. Mudd held positions in management consulting and financial services with Xerox Corporation, Ayers Whitmore and Company, and the World Bank. Mr. Mudd previously served on the boards of Ryder System, Inc., Hampton University, the University of Virginia Board of Managers, the Marine Corps University Foundation, the Local Initiatives Support Corporation, Sidwell Friends School and GEMS Asia Advisors. Mr. Mudd holds a B.A. in American History from the University of Virginia and a Masters in Public Administration from the John F. Kennedy School at Harvard University.
Angel Losada Moreno, 66 [Resigned]
Director
Mr. Losada currently acts as President of the Board of Directors of Grupo Gigante, S.A.B. de C.V., a publicly listed company in Mexico. Mr. Losada is also the president of the board of directors of the following companies: (i) Office Depot de Mexico, (ii) Toks restaurants, (iii) Grupo Gigante Inmobiliario and (iv) Grupo President, a hotel, restaurant, and club manager company in Mexico. Mr. Losada is also a member of boards of directors of several other companies, such as Telefonos de Mexico, S.A. de C.V., Grupo Financiero Banamex – Citigroup, S.A., Ver Bien para Aprender Mejor Foundation, A.C., National Chamber of Commerce of the city of Mexico and Food Marketing Institute of the United States of America. In addition, Mr. Losada has been the president of the board of directors of the Mexican National Association of Supermarkets and Departmental Stores, A.C. (ANTAD). Mr. Losada has a B.S. in Business Administration from Anahuac University.
David Proman, 39 [Resigned]
Director
Mr. Proman is currently CEO of Global X Digital, a renewable energy powered, private bitcoin miner and blockchain infrastructure company headquartered in Oklahoma City. Mr. Proman recently transitioned from his role as a Partner and Managing Director at Fir Tree, a New York based private investment firm that invests worldwide in public and private companies, real estate, and sovereign debt. Mr. Proman served on the boards of directors of both public and private companies, including many commodity production, infrastructure and real estate businesses. Prior to his role at Fir Tree, Mr. Proman was a Portfolio Manager and Analyst at Kore Advisors, a fixed income investment manager. Mr. Proman received a B.A. in Economics from the University of Virginia in 2004.
Diego Dayenoff, 43 [Resigned]
Director
Mr. Dayenoff is a Senior Managing Director at Key Square, where he has a focus on equity and credit investments. Prior to Key Square, he served as a Managing Director and Partner at Fir Tree from 2011 to 2017. Prior to joining Fir Tree, Mr. Dayenoff worked at Eton Park in their Emerging Markets team where he focused on public market opportunities across Latin America from 2008 to 2011. Prior to Eton Park, he worked at SAC in the convertible arbitrage group and Lehman Brothers in their US credit proprietary trading desk. Mr. Dayenoff received an M.B.A. from Harvard Business School where he was a Baker Scholar and a B.S. in Business Administration with honors from the University of Buenos Aires.
