UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the
fiscal year ended December 31, 2024

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from to.

 Commission
file number 001-41125

 APx
Acquisition Corp. I

 (Exact
name of registrant as specified in its charter)

 Cayman Islands

 N/A

 (State
or other jurisdiction of

incorporation or organization)

 (I.R.S. Employer

Identification Number)

 714 Westview
Avenue

 Nashville,
 TN 32705

 (Address
of principal executive offices)

 (202) 465-5882

 (Registrant's
telephone number, including area code)

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

 Title of Each Class

 Trading Symbol

 Name
of each exchange on which registered

 Units, each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant

 APXIU

 The NASDAQ Stock Market LLC

 Warrants, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share

 APXIW

 The NASDAQ Stock Market LLC

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

 Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes No

the registrant (1) has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and has been subject
to such filing requirements for the past 90 days. Yes No

the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting
company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 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.

the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report.

 If securities are registered
pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements.

any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 The aggregate market value of
the voting stock held by non-affiliates of the Registrant on June 30, 2024, based upon the closing price of $11.61 of the Registrant's
Class A ordinary shares, $0.0001 par value per share ("Class A ordinary shares"), as reported on the Nasdaq Capital Market,
was approximately $ 65.0 million. Shares held by each officer and director and by each person known to the registrant who owned 10% or
more of the outstanding voting and non-voting ordinary shares have been excluded in that such persons may be deemed to be affiliates.
This determination of affiliate status is not necessarily a conclusive determination for other purposes.

 As of March 31, 2025, the
Registrant had 4,832,556 of its Class A Ordinary Shares, and none of its Class B ordinary shares, $0.0001 par value per share ("Class
B ordinary shares"), issued and outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None

 Page

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND SUMMARY RISK FACTORS

 ii

 ITEM 1. BUSINESS

 ITEM 1A. RISK FACTORS

 ITEM IB. UNRESOLVED STAFF COMMENTS

 ITEM 1C. CYBERSECURITY

 ITEM 2. PROPERTIES

 ITEM 3. LEGAL PROCEEDINGS

 ITEM 4. MINE SAFETY DISCLOSURES

 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM 6. [Reserved]

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM 9A. CONTROLS AND PROCEDURES

 ITEM 9B. OTHER INFORMATION

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM 11. EXECUTIVE COMPENSATION

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 ITEM 16. FORM 10-K SUMMARY

 SIGNATURES

 FINANCIALS

 i

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
AND SUMMARY RISK FACTORS

 Some of the statements contained in this annual
report on Form 10-K for the fiscal year ended December 31, 2024 (the "Annual Report") may constitute "forward-looking
statements" for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements
regarding our or our management team's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition,
any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying
assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could,"
"estimate," "expect," "intends," "may," "might," "plan," "possible,"
"potential," "predict," "project," "should," "would" and similar expressions
may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking
statements in this Annual Report may include, for example, statements about:

 our ability to complete the
Proposed Business Combination (as defined herein) with OmnigenicsAI;

 pool of prospective target
businesses if our transaction with OmnigenicsAI is not successfully consummated;

 our expectations around the
performance of a prospective target business or businesses;

 our success in retaining or
recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

 our officers and directors
allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial
business combination;

 our potential ability to obtain
additional financing to complete our initial business combination, including the Proposed Business Combination;

 our ability to consummate an
initial business combination, including the Proposed Business Combination due to the uncertainty resulting from future pandemics and
other geo-political events;

 our public securities'
potential liquidity and trading;

 the lack of a market for our
securities;

 the use of proceeds not held
in the Trust Account or available to us from interest income on the Trust Account balance;

 the Trust Account not being
subject to claims of third parties; or

 our financial performance.

 The forward-looking statements contained in this Annual Report are
based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance
that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks,
uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially
different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited
to, those factors described under the heading "Risk Factors" in this Annual Report. Should one or more of these risks or uncertainties
materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these
forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be required under applicable securities laws.

 ii

 Summary of Risk Factors

 Our business is subject to numerous risks and
uncertainties, including those highlighted in the section titled "Risk Factors," that represent challenges that we face in
connection with the successful implementation of our strategy. The occurrence of one or more of the events or circumstances described
in the section titled "Risk Factors," alone or in combination with other events or circumstances, may adversely affect our
ability to effect a business combination, including the Proposed Business Combination, and may have an adverse effect on our business,
cash flows, financial condition and results of operations. Such risks include, but are not limited to:

 we are a blank check company
with no operating history and no revenues;

 our ability to continue as
a "going concern;"

 The Proposed Business Combination
is subject to the satisfaction of certain conditions, which may not be satisfied on a timely basis;

 you will not have any rights
or interests in funds from the Trust Account, except under certain limited circumstances;

 negative interest rate for
securities in which we invest the funds held in the Trust Account;

 our shareholders may be held
liable for claims by third parties against us;

 if third parties bring claims
against us, the funds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be
less than $10.20 per share;

 subsequent to completion of
our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges;

 conflicts of interest of our
Sponsors (as defined herein), officers and directors;

 our public shareholders may
not be afforded an opportunity to vote on our proposed business combination;

 the absence of a redemption
threshold may make it possible for us to complete a business combination with which a substantial majority of our shareholders do not
agree;

 we may redeem your unexpired
warrants prior to their exercise at a time that is disadvantageous to you;

 we may amend the terms of the
public warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 65% of the
then outstanding public warrants;

 we may be unable to obtain
additional financing;

 if we are deemed to be an investment
company for purposes of the Investment Company Act of 1940, as amended, we may be forced to abandon our efforts to complete an initial
business combination and instead be required to liquidate;

 our warrants may have an adverse
effect on the market price of our Class A ordinary shares;

 we may issue additional equity
and/or debt securities to complete our initial business combination;

 our Sponsors control a substantial
interest in us;

 iii

 if we seek shareholder approval
of our initial business combination, our Sponsors, who controls a substantial interest in us, has agreed to vote in favor of such initial
business combination, regardless of how our public shareholders vote;

 the ability of our public shareholders
to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, may not allow
us to complete the most desirable business combination or optimize our capital structure, and will increase the probability that our
initial business combination would be unsuccessful;

 possibility of losing the ability
to redeem all shares equal to or in excess of 15% of our Class A ordinary shares if we seek shareholder approval of our initial business
combination and we do not conduct redemptions pursuant to the tender offer rules;

 Nasdaq has suspended trading
of our securities and may delist them;

 registration the Class A ordinary
shares issuable upon exercise of the warrants sold as part of the units in the IPO may not be in place when an investor desires to exercise
such warrants;

 shares being redeemed and warrants
becoming worthless;

 events which may result in
the per-share amount held in our Trust Account dropping below $10.20 per public share;

 our directors may decide not
to enforce the indemnification obligations of our Sponsors;

 if, before distributing the
proceeds in the Trust Account to our public shareholders, we file a bankruptcy petition or winding-up petition or an involuntary bankruptcy
petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our
shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be
reduced;

 impact of future pandemics
and related risks;

 if we effect our initial business
combination with a company or companies with operations or opportunities outside of the United States, including the Proposed Business
Combination, we would be subject to a variety of additional risks that may negatively impact our operations;

 changes in laws or regulations,
or a failure to comply with any laws and regulations, tax consequences to business combinations may adversely affect our business, investments
and results of operations; and

 In the past, we have identified
material weaknesses related to errors in warrant liabilities, errors in proper accounting of related party gains, classification of temporary
and permanent equity, classification error in statement of cash flows, accuracy and completeness of accounts payable and accrued expenses,
accrued interest receivable and redemption value of ordinary shares subject to redemption, and if we are unable to maintain an effective
system of disclosure controls and procedures and internal control over financial reporting, we may not be able to accurately report our
financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business
and financial results.

 iv

 References in this report to "we,"
"us" or the "Company" refer to APx Acquisition Corp. I. References to our "management" or our "management
team" refer to our officers and directors, and references to the "APx Sponsor" refer to APx Cap Sponsor Group I, LLC,
a Cayman Islands limited liability company. References to "Templar Sponsor" refer to Templar, LLC. References to "Sponsors"
refer to, collectively, APx Sponsor and Templar Sponsor. References to our "initial shareholders" refer to the holders of
Founder Shares.

 ITEM 1. BUSINESS.

 Introduction

 We are a blank check company incorporated on May
13, 2021 as a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more businesses or entities (the "initial business combination").
We will not be limited to a particular industry or geographic region in our identification and acquisition of a target company.

 The registration statement for our initial public
offering ("IPO" or the "public offering") was declared effective on December 6, 2021. On December 9, 2021, we
consummated our IPO of 17,250,000 units (the "Units"), including the issuance of 2,250,000 Units as a result of the underwriters'
exercise of their over-allotment option in full. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per
share (the "Class A ordinary shares"), and one-half of one redeemable warrant of the Company (each whole warrant, a "Warrant"),
with each Warrant entitling the holder thereof to purchase one Class A ordinary share for $11.50 per share, subject to adjustment. The
Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $172,500,000.

 On May 21, 2021, APx Sponsor paid $25,000, or
approximately $0.006 per share, to cover certain offering costs in consideration for 4,312,500 Class B ordinary shares, par value $0.0001
(the "Founder Shares"). On November 8, 2021, the APx Sponsor transferred 20,000 Founder Shares to each of Angel Losada Moreno
and David Proman, two of the Company's independent directors, for an aggregate purchase price of $231.88 (the same per-share price
initially paid by the APx Sponsor), resulting in the APx Sponsor holding 4,272,500 Founder Shares.

 Simultaneously with the closing of the IPO, pursuant
to the Private Placement Warrants Purchase Agreement, the Company completed the private sale of 8,950,000 warrants (the "Private
Placement Warrants") to the APx Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to
the Company of $8,950,000. The Private Placement Warrants are identical to the Warrants included as part of the Units sold in the IPO,
except that the Private Placement Warrants, so long as they are held by the APx Sponsor or its permitted transferees, the private placement
warrants (i) will not be redeemable by us, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants),
subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial
business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. No underwriting
discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the
exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

 A total of $175,950,000, comprised of $172,500,000
of the proceeds from the IPO (which amount includes $6,037,500 of the underwriters' deferred discount) and $8,950,000 of the proceeds
of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account (the "Trust Account") at Bank of America,
National Association maintained by Continental Stock Transfer & Trust Company, acting as trustee.

 Except with respect to interest earned on the
remaining funds held in the Trust Account after the redemption, that may be released to the Company to pay its taxes and up to $100,000
of interest to pay dissolution expenses, the funds held in the Trust Account will not be released from the Trust Account until the earliest
of (i) the completion of our initial business combination; (ii) the redemption of our public shares if we have not completed our initial
business combination by December 9, 2025 (the "Combination Period"), or (iii) the redemption of any public shares properly
submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association
(as amended, and as may be amended from time to time, the "Articles") (A) to modify the substance or timing of our obligation
to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated
an initial business combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders'
rights or pre-initial business combination activity.

 Our management has broad discretion with respect
to the specific application of the net proceeds of the IPO, the sale of Private Placement Warrants and any future sales of additional
notes or debt securities, although substantially all of the net proceeds are intended to be applied generally toward consummating an initial
business combination. There is no assurance that we will be able to complete an initial business combination successfully.

 We must complete one or more initial business
combinations having an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed
to management for working capital purposes) at the time of our signing a definitive agreement in connection with our initial business
combination. However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more
of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to
be required to register as an investment company under the Investment Company Act.

 If we are unable to complete an initial business
combination within the Combination Period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as
reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes
payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then outstanding public shares, which
redemption will completely extinguish public shareholders' rights as shareholders (including the right to receive further liquidation
distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining
shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under
Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will
be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete
our initial business combination within the Combination Period.

 First and Second Extension

 On February 27, 2023, we held an extraordinary
general meeting (the "February 2023 EGM") and our shareholders approved an amendment to our Articles and to the investment
management trust agreement dated as of September 7, 2021 (as amended, the "Trust Agreement") to change the payment required
to extend the Combination Period by two three-month periods (the "February Extension Amendment Amendment"). In connection
with such vote, the holders of 10,693,417 public shares properly exercised their right to redeem their shares (and did not withdraw their
redemption) for an aggregate redemption amount of $111,346,281. Following such redemptions, approximately $68,271,081 remained in the
Trust Account and 6,556,583 public shares remained issued and outstanding.

 On February 28, 2023, we issued an unsecured promissory
note (the "First Promissory Note") in an amount of $875,000 in order to economically facilitate our ability to effect the
First Extension (as defined below). The First Promissory Note was payable in full on the earlier of (a) our consummation of an initial
business combination and (b) December 31, 2023 (the earlier of such dates, the "First Due Date"). On the First Due Date, the
Company was obligated to (i) pay to the Payee (as defined in the First Promissory Note) the outstanding principal amount of the First
Promissory Note in immediately available funds (the "First Principal Balance") and (ii) deliver to the Payee, as interest-in-
kind, a number of newly issued Warrants equal to the First Principal Balance divided by (y) $1.00, rounded up to the nearest whole number
of warrants. The terms of the Warrants would be identical to the Private Placement Warrants we issued in connection with our IPO. The
Payee shall be entitled to certain registration rights with respect to the Warrants and the shares issuable upon exercise of the Warrants.

 Accordingly, on March 1, 2023, we deposited $750,000
into the Trust Account in order to effect the extension of the termination date, from March 9, 2023 to June 9, 2023 (the "First
Extension").

 On May 26, 2023, we 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 our ability to effect the Second Extension (as defined below). The Second
Promissory Note was payable in full on the earlier of (a) our consummation of an initial business combination and (b) December 31, 2023
(the earlier of such dates, the "Second Due Date"). On the Second Due Date, the Company was obligated to (i) pay to the Payee
(as defined in the Second Promissory Note) the outstanding principal amount of the Second Promissory Note in immediately available funds
(the "Second Principal Balance") and (ii) deliver to the Payee, as interest-in-kind, a number of newly issued Warrants equal
to the Second Principal Balance divided by (y) $1.00, rounded up to the nearest whole number of warrants. The terms of the Warrants would
be identical to the Private Placement Warrants we issued in connection with our IPO. The Payee shall be entitled to certain registration
rights with respect to the Warrants and the shares issuable upon exercise of the Warrants.

 On June 22, 2023, we deposited an additional $750,000
into the Trust Account for a subsequent extension of the termination date, from June 9, 2023 to September 9, 2023 (the "Second Extension").

 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 we incurred a gain on settlement
of debt of $117,373. The Note payable is considered paid in full, the Company no longer has access to draw funds, and the Payee forfeited
all newly issued private placement warrants.

 Third Extension

 On September 7, 2023, we held an extraordinary
general meeting (the "September 2023 EGM") and our shareholders approved an amendment to its Articles and to the Trust Agreement
to extend the time to complete the initial business combination up to three (3) times for an additional one (1) month each time (each,
a "One Month Extension", and collectively, the "Third Extension") from September 9, 2023 to December 9, 2023,
by depositing the lesser of $0.025 per public share or $125,000 (each such payment, a "Month Extension Payment") for each
one-month extension into the Trust Account. In connection with the September 2023 EGM, the holders of 757,463 public shares properly exercised
their right to redeem their shares (and did not withdraw their redemption) for an aggregate redemption amount of approximately $8,273,281.
Following such redemptions, approximately $63,340,058 remained in the Trust Account and 5,799,120 public shares remained issued and outstanding.

 On September 15, 2023, October 19, 2023 and November
13, 2023, we deposited $125,000 into the Trust Account in order to effect three one-month extensions of the termination date, from September
9, 2023 to December 9, 2023.

 Sponsor Alliance; Change in Management and Board; Working Capital
Loan

 On September 8, 2023, the Company entered into
a purchase agreement (the "Purchase Agreement") with the Company's initial sponsor, APx Sponsor and Templar Sponsor,
whereby APx Sponsor transferred to the Templar Sponsor 3,342,188 of the Company's Founder Shares and 6,936,250 Private Placement
Warrants purchased at the time of the Company's IPO. The APx Sponsor retained 970,312 Founder Shares and 2,013,750 Private Placement
Warrants. The transfer of Founder Shares and Placement Warrants to the Templar Sponsor pursuant to the Purchase Agreement is referred
to as the "Transfer." The Transfer, all other transactions contemplated by the agreements executed in connection with the
Transfer (including the transactions contemplated therein) and the Management Change and Board Change (each as defined below) are referred
to as the "Sponsor Alliance."

 In connection with the Sponsor Alliance, the Company,
its officers and directors, the APx Sponsor and the Templar Sponsor entered into additional agreements whereby: (a) the Templar Sponsor
signed a joinder agreement (the "Joinder Agreement") to become a party to the Letter Agreement (the "Letter Agreement")
and the Registration Rights Agreement ("Registration Rights Agreement"), both dated December 6, 2021 and entered into in connection
with the IPO, among the Company, the APX Sponsor and certain other shareholders of the Company; and (b) the Letter Agreement was amended
by the parties thereto to allow for the Transfer with respect to the Founder Shares (the "Letter Agreement Amendment"). In
addition, at the Closing of the Transfer, the Company's IPO underwriters waived their respective entitlement to the payment of any
Deferred Discount (as such term is defined therein) to be paid under the terms of Section 2(c) and Section 5(bb) of the Underwriting Agreement
dated December 6, 2021.

 As part of the Sponsor Alliance, Kyle Bransfield
replaced Daniel Braatz as Chairman of the Board and Chief Executive Officer, effective upon the Transfer Closing, with Daniel Braatz remaining
as a director on the Board (the "Management Change"). In addition, in connection with the Sponsor Alliance, the Board effectuated
the following changes (the "Board Change") as follows: Angel Losada Moreno, David Proman and Diego Dayenoff resigned as directors
and were replaced by Fara Remtulla, Daniel Mudd and Thomas P.M. Barry (collectively, the "New Directors").

 On September 8, 2023, the Company issued an unsecured
promissory note (the "Working Capital Promissory Note" or "Templar Note") in the principal amount of $500,000
to Templar Sponsor. The Templar Note does not bear interest and the principal balance will be payable on the date on which the Company
consummates its initial business combination (the "Maturity Date"). In the event the Company consummates its initial business
combination, the Templar Sponsor has the option on the Maturity Date to convert up to $1,500,000 of the principal outstanding under the
Templar Note into that number of warrants ("Working Capital Warrants") equal to the portion of the principal amount of the
Templar Note being converted divided by $1.00, rounded up to the nearest whole number. The terms of the Working Capital Warrants, if any,
would be identical to the terms of the private placement warrants issued by the Company at the time of its initial public offering, as
described in the prospectus for the initial public offering dated December 6, 2021 and filed with the U.S. Securities and Exchange Commission,
including the transfer restrictions applicable thereto. The Templar Note is subject to customary events of default, the occurrence of
certain of which automatically triggers the unpaid principal balance of the Templar Note and all other sums payable with regard to the
Templar Note becoming immediately due and payable. The issuance of the Templar Note was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended. On February 9, 2024, the Working Captial Promissory Note was amended
and restated. See "— Amended and Restated Working Capital Promissory Note."

 Fourth Extension

 On December 8, 2023, we held an extraordinary
general meeting (the "December 2023 EGM") and our shareholders approved an amendment to its Articles and to the Trust Agreement
to extend the termination date up to twelve (12) times for an additional one (1) month each time from December 9, 2023 to December 9,
2024 (collectively, the "Fourth Extension"), by depositing the lesser of $0.025 per public share or $125,000 for each one-month
extension into the Trust Account. In connection with the December 2023 EGM, the holders of 201,496 public shares properly exercised their
right to redeem their shares (and did not withdraw their redemption) for an aggregate redemption amount of $2,246,585. Following such
redemptions, $62,410,856 remained in the Trust Account and 5,597,624 public shares remained issued and outstanding. Such remaining amount
in the Trust Account will be distributed either to (i) all holders of public shares upon our liquidation or (ii) holders of public shares
who elect to have their shares redeemed in connection with the consummation of our initial business combination.

 On December 20, 2023, January 24, 2024, February
12, 2024, March 12, 2024, April 8, 2024, and May 28, 2024, we deposited $125,000 each month into the Trust Account in order to effect
six one-month extensions of the termination date to June 9, 2024.

 On September 27, 2024, the Company deposited a
lumpsum of $379,740 for back payments to the Trust representing $125,000 for each of the months of June 2024, July 2024 and August 2024
to extend the termination date to September 9, 2024, with the remaining balance making up the interest. On November 8, 2024, APx deposited
a lumpsum of $375,000 for back payments to the Trust representing $125,000 for each of the months of September 2024, October 2024 and
November 2024 as Extension Payments to extend the termination date to December 9, 2024.

 Fifth Extension

 On December 4, 2024, the Company held an extraordinary
general meeting (the "December 2024 EGM") and the shareholders approved an amendment to its Articles and to the Trust Agreement
to extend the time to complete the initial business combination from December 9, 2024 to December 9, 2025 (i.e., for up to a period ending
48 months after the consummation of the IPO) (the "Fifth Extension"). No further Extension Payments are required in connection
with the Fifth Extension.

 Class B Conversion

 On October 2, 2023, in accordance with the provisions
of our Articles, each of the APx Sponsor and the Templar Sponsor exercised its rights to convert an aggregate of 4,312,500 Class B ordinary
shares into an equal number of Class A ordinary shares, on a one-for-one basis (the "Class B Conversion"). As a result of
the Class B Conversion, no Class B ordinary shares remain outstanding.

 Amended and Restated Working Capital Promissory Note

 On February 9, 2024, the Company and Templar Sponsor
amended and restated the Working Capital Promissory Note (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 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 and December 31, 2023, a
principal balance of $1,731,460 and $520,600 was outstanding, respectively.

 The Proposed Business Combination

 On March 25, 2024, 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"; capitalized terms used but not defined herein shall
have the respective meanings set forth in the Business Combination Agreement, a copy of which is included as an exhibit to this Annual
Report). The transactions contemplated by the Business Combination Agreement are referred to herein as the "Proposed Business Combination".

 On August 27, 2024, Heritas Ltd. (the " Parent "),
MultiplAI and the MultiplAI Shareholders (as defined below) (with the Company's consent) terminated the MultiplAI SPA. As a result
of such termination, OmnigenicsAI will not acquire MultiplAI, their business will not be combined pursuant to the Business Combination
Agreement, and all rights and obligations of MultiplAI under the Business Combination Agreement ceased and terminated, subject to certain
exceptions.

 Except as set forth above, no other terms of the
Business Combination have been modified, and OmnigenicsAI and the Company intend to complete the combination of our businesses (without
the acquisition of MultiplAI) as set forth in the Business Combination Agreement. The Proposed Business Combination

 On the Closing Date, prior to the Merger Effective
Time, pursuant to the Business Combination Agreement, OmnigenicsAI shall cause the consummation of the Restructuring, pursuant to which
all Indebtedness (subject to certain exceptions) owed by OmnigenicsAI or any Subsidiary of OmnigenicsAI to Parent or any shareholder of
Parent, shall be cancelled and extinguished. The Indebtedness described in this paragraph that is not required to be canceled and extinguished
at Closing shall have their maturity date extended to three years following the Closing Date.

 On the Closing Date at the Merger Effective Time,
pursuant to the Business Combination Agreement, Merger Sub will merge with and into the Company (with the Company being the surviving
company and becoming a direct wholly-owned subsidiary of OmnigenicsAI) (the "Merger") and, as a result of the Merger, (a)
each ordinary share of the Company ("SPAC Ordinary Share") outstanding will be exchanged for the right to receive one ordinary
share of OmnigenicsAI, nominal value $0.0001 per share ("Company Share"), (b) all warrants to purchase SPAC Ordinary Shares
("SPAC Warrants") will become warrants of OmnigenicsAI ("Company Warrants") exercisable for Company Shares, on
substantially the same terms as the SPAC Warrants and (c) OmnigenicsAI shall enter into an Assignment, Assumption and Amendment Agreement
with the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent, to amend and assume the
Company's obligations under the existing Warrant Agreement, dated December 6, 2021, to give effect to the conversion of SPAC Warrants
to Company Warrants.

 Conditions to Each Party's Obligations

 The obligations of the parties to consummate the
Proposed Business Combination are subject to the satisfaction or waiver of customary closing conditions at or prior to the Closing, including
(a) approval by the Company's shareholders; (b) effectiveness of the registration statement on Form F-4 relating to Company Shares
and Company Warrants to be issued in the Merger; (c) Nasdaq listing approval of the Company Shares and Company Warrants; (d) absence of
any law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect of making the Proposed
Business Combination illegal or otherwise prohibiting consummation of the Proposed Business Combination; and (e) the Company or OmnigenicsAI
having at least $5,000,001 of net tangible assets.

 The obligation of the Company to consummate the
Proposed Business Combination is subject to certain additional conditions at or prior to the Closing, including (a) the accuracy of certain
representations and warranties of OmnigenicsAI, MultiplAI and Merger Sub except, with respect to certain representations and warranties
required to be true and correct in all respects, where the failure of such representations and warranties to be true and correct does
not result in a Company Material Adverse Effect or MultiplAI Material Adverse Effect or is not materially adverse to Merger Sub, as applicable;
(b) OmnigenicsAI's and Merger Sub's performance or compliance in all material respects with all agreements and covenants required
by the Business Combination Agreement; (c) if the MultiplAI SPA has not been terminated in accordance with its terms, MultiplAI's
performance or compliance in all material respects with all agreements and covenants required by the Business Combination Agreement and
MultiplAI SPA; (d) the consummation of the Restructuring; (e) the absence of any Company Material Adverse Effect or, if the MultiplAI
SPA has not been terminated in accordance with its terms, any MultiplAI Material Adverse Effect; (f) if the MultiplAI SPA has not been
terminated in accordance with its terms, the consummation of the MultiplAI Contribution; and (g) OmnigenicsAI having, immediately prior
to the Merger Effective Time, (i) no more than 34,000,000 issued and outstanding Company Shares (on a fully diluted basis after consummation
of the Restructuring and the MultiplAI Contribution) in addition to any Company Shares issued pursuant to any PIPE Subscription Agreements
and the Backstop Agreement; or (ii) if the transactions under the MultiplAI SPA are not consummated and the MultiplAI SPA is terminated,
no more than 30,000,000 issued and outstanding Company Shares (on a fully diluted after consummation of the Restructuring), in addition
to any Company Shares issued pursuant to any PIPE Subscription Agreements and the Backstop Agreement.

 The obligations of OmnigenicsAI and Merger Sub
to consummate the Proposed Business Combination are subject to certain additional conditions at or prior to the Closing, including (a)
the accuracy of certain representations and warranties of the Company except, with respect to certain representations and warranties,
where the failure of such representations and warranties to be true and correct does not result in a SPAC Material Adverse Effect; (b)
the performance or compliance in all material respects with all agreements and covenants required by the Proposed Business Combination
Agreement; and (c) the absence of a SPAC Material Adverse Effect.

 While the obligation of MultiplAI to consummate
the Proposed Business Combination is subject to the consummation of the transactions contemplated by the MultiplAI SPA, the obligations
of the parties to the Business Combination Agreement (other than MultiplAI) to consummate the Proposed Business Combination is not subject
to the consummation of the transactions contemplated by the MultiplAI SPA.

 Representations and Warranties

 The Business Combination Agreement contains customary
representations and warranties of the Company, OmnigenicsAI and Merger Sub relating to, among other things, their ability to enter into
the Business Combination Agreement and the other Transaction Documents to which they are party and their outstanding capitalization. The
representations and warranties of the parties contained in the Business Combination Agreement will terminate and be of no further force
and effect as of the Closing.

 Covenants

 The Business Combination Agreement contains customary
covenants of the parties, including, among others, covenants providing for (i) the operation of the parties' respective businesses
prior to consummation of the Business Combination, (ii) the parties' efforts to satisfy conditions to consummate the Business Combination,
(iii) the parties' preparing and OmnigenicsAI filing a registration statement containing a proxy statement/prospectus for the purpose
of soliciting proxies from the Company's shareholders to vote in favor of certain matters and registering under the Securities Act
of 1933, as amended (the " Securities Act ") the Company Shares and Company Warrants to be issued in connection with
the Merger, (iv) the protection of, and access to, confidential information of the parties, (v) the parties' efforts to obtain necessary
approvals from Governmental Authorities, and (vi) the parties' efforts to obtain PIPE Investments. The covenants of the parties
contained in the Business Combination Agreement will terminate and be of no further force and effect as of the Closing, except for those
covenants that by their terms require performance after the Closing.

 Termination

 The Business Combination Agreement may be terminated
and the Transactions may be abandoned at any time prior to the Merger Effective Time, notwithstanding any requisite approval and adoption
of the Business Combination Agreement and the Proposed Business Combination by the shareholders of the Company, (i) by mutual written
consent of OmnigenicsAI and the Company; (ii) 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 (the "Outside Date"), subject to certain exceptions; (iii) by either
OmnigenicsAI or the Company if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction,
order, decree or ruling (whether temporary, preliminary or permanent) which has become final and non-appealable and has the effect of
making consummation of the Transactions illegal or otherwise preventing or prohibiting consummation of the Transaction or the Merger;
(iv) by OmnigenicsAI if the SPAC Shareholders' Approval shall not have been obtained by reason of the failure to obtain the required
vote at the SPAC Shareholders' Meeting duly convened therefor or at any adjournment thereof; (v) by the Company upon a breach of
any representation, warranty, covenant or agreement set forth in the Business Combination Agreement on the part of OmnigenicsAI or Merger
Sub, subject to certain exceptions and cure periods set forth in the Business Combination Agreement, such that the conditions relating
to representations and warranties and certain covenants and agreements would not be satisfied; (vi) by OmnigenicsAI upon any breach of
any representation, warranty, covenant or agreement set forth in the Business Combination Agreement on the part of the Company, subject
to certain exceptions and cure periods set forth in the Business Combination Agreement, such that the conditions relating to representations
and warranties and certain covenants and agreements would not be satisfied; and (vii) by the Company if the SEC Required Financials shall
not have been delivered by OmnigenicsAI, on or prior to the applicable deadline specified in the Business Combination Agreement. As the
Outside Date has passed, either the Company or OmnigenicsAI may terminate the Business Combination Agreement (unless such party directly
or indirectly through its affiliates materially breaches or violates any representation, warranty, covenant, agreement or obligation
contained in the Business Combination Agreement and such material breach or violation is the principal cause of the failure to satisfy
a closing condition therein); however, no party to the Business Combination Agreement has elected (or expressed an intent) to do so.

 In the event that the Business Combination Agreement
is terminated, all Transaction Expenses incurred in connection with the Proposed Business Combination shall be paid by the party incurring
such Transaction Expenses. If the Transactions are consummated, (a) OmnigenicsAI shall pay or cause to be paid (i) the SPAC Transaction
Expenses, subject to the SPAC Transaction Expenses Cap, and (ii) the Company Transaction Expenses at the Closing; and (b) Templar Sponsor
shall pay or cause to be paid, (i) all unpaid SPAC Transaction Expenses in excess of the applicable SPAC Transaction Expenses Cap, (ii)
any expenses incurred by the Company in its pursuit of potential acquisition or business targets other than OmnigenicsAI or that were
not incurred by the Company in connection with or in furtherance of the Proposed Business Combination and (iii) all fees and expenses
incurred by the Company solely relating to the extension proposals approved by the shareholders of the Company on February 27, 2023, September
7, 2023 and December 8, 2023, which extended the date by which the Company must consummate a business combination.

 The foregoing description of the Business Combination
Agreement is qualified in its entirety by reference to the full text of the Business Combination Agreement, a copy of which is included
as an exhibit to this Annual Report.

 Certain Agreements Related to the Business Combination Agreement

 MultiplAI Share Purchase Agreement

 On March 13, 2024, the Parent, MultiplAI and the holders (the
"MultiplAI Shareholders") of ordinary shares, par value 0.0001, 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")
entered into that certain amended and restated share purchase agreement (the "MultiplAI SPA") relating to the sale and
purchase of all of the ordinary shares of MultiplAI and, if required under the MultiplAI SPA, all of the MultiplAI
Shareholders' rights and interest in certain equity related agreements and convertible securities, as well as any related
ancillary documents or agreements.

 On August 27, 2024, Parent, MultiplAI and the
MultiplAI Shareholders (with the consent of the Company) terminated the MultiplAI SPA.

 Voting and Support Agreement

 Concurrently with the execution of the Business
Combination Agreement, the Company, Templar Sponsor, OmnigenicsAI and the Parent entered into a Voting and Support Agreement (the "Support
Agreement"), pursuant to which, among other things, the Templar Sponsor agreed to vote any of the Sponsor Current Shares (as defined
in the Support Agreement) and any SPAC Ordinary Shares held by the Sponsor in favor of the Proposed Business Combination, and Parent agreed
to vote any of the Parent Subject Shares (as defined in the Support Agreement) in favor of the Proposed Business Combination.

 Additionally, the Support Agreement contains certain
covenants to be performed by the parties thereto following the Closing.

 The foregoing description of the Support Agreement
is qualified in its entirety by reference to the full text of the Support Agreement, a copy of which is included as an exhibit to this
Annual Report.

 Backstop Agreement

 Concurrently with the execution of the Business
Combination Agreement, Theo I SCSp, a special limited partnership ( soci t en commandite sp ciale) governed
by the laws of the Grand Duchy of Luxembourg and a shareholder of Parent ("Theo"), OmnigenicsAI and the Company entered into
the Backstop Agreement, pursuant to which, among other things, subject to and conditioned upon the occurrence of the Closing, 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 (including
any interest earned on the funds held 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), and the aggregate amount of cash at the Company or OmnigenicsAI in connection with any PIPE Investment
for the benefit of the Company and OmnigenicsAI on the Closing Date, by one or more of the following methods: (i) making on the Closing
Date, directly or indirectly, a capital contribution in cash to OmnigenicsAI and, in exchange for such capital contribution, subscribing
for and being issued by OmnigenicsAI on the Closing Date, free and clear of all liens, an aggregate number of Company Shares (at a price
per Company Share of $10) resulting from dividing the amount of such capital contribution in cash by ten (10) (rounded down to the nearest
whole Company Share); and/or (ii) causing SPAC Shareholders who have elected to exercise their SPAC Shareholder Redemption Rights to (A)
irrevocably reverse their exercise of the SPAC Shareholder Redemption Rights and not redeem ("Redemption Reversals"), and,
(B) transfer all their respective rights, title and interest in all SPAC Ordinary Shares subject to Redemption Reversals, directly or
indirectly, to Theo.

 The foregoing description of the Backstop Agreement
is qualified in its entirety by reference to the full text of the Backstop Agreement, copy of which is included as an exhibit to this
Annual Report.

 Registration Rights and Lock-Up Agreement

 At the Closing, OmnigenicsAI, Parent, the
Company, the Templar Sponsor, certain shareholders of the Company and Parent, and the OmnigenicsAI Heritas Key Personnel (as defined
in the Registration Rights and Lock-Up Agreement) will enter into the Registration Rights and Lock-Up Agreement pursuant to which,
among other things, the holders of the Registrable Securities (as defined in the Registration Rights and Lock-Up Agreement) shall
have customary demand and piggyback registration rights in connection with the Company Shares held by such holders. Additionally,
the Company Shares held by each party to the Registration Rights and Lock-Up Agreement will, subject to certain exceptions, be
subject to a lock-up until (i) the date that is twelve (12) months from the Closing Date, and (ii) such date on which the Company
completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders of the Company
having the right to exchange their Company Shares for cash, securities or other property, provided that if the share price of the
Company Shares exceeds $12.00 per Company Share (as adjusted for share splits, dividends, reorganizations, recapitalizations and the
like) for any 20 trading days within any 30-day trading period, 50% of the Company Shares held by any given party to the
Registration Rights and Lock-Up Agreement shall be released from the lock-up.

 Promissory Notes

 On August 26, 2024, the Company issued an unsecured
promissory note (the "First Bioceres Note") in the principal amount of $446,000 to Bioceres LLC ("Bioceres"),
an indirect shareholder of OmnigenicsAI. 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 First Bioceres Note is subject
to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the First Bioceres
Note as well as all accrued interest and all other sums payable with regard to the First Bioceres Note becoming immediately due and payable.

 On November 7, 2024, the Company issued an unsecured
promissory note in the principal amount of $700,000 to Bioceres (the "Second Bioceres Note"
and, together with the First Bioceres Note, the "Bioceres Notes"). The Company
shall repay all interested accrued and the principal balance on the date on which the Company consummates its initial business combination.

 As of December 31, 2024, $914,615 has been drawn
under the Bioceres Notes.

 Fifth Extension

 On December 4, 2024, the Company held an extraordinary
general meeting (the "December 2024 EGM") and the shareholders approved an amendment to its Articles and to the Trust Agreement
to extend the time to complete the initial business combination from December 9, 2024 to December 9, 2025 (i.e., for up to a period ending
48 months after the consummation of the IPO) (the "Fifth Extension"). No further Extension Payments are required in connection
with the Fifth Extension.

 Effecting Our Initial Business Combination

 General

 We are not presently engaged in, and we will not
engage in, any operations for an indefinite period of time following the IPO. We intend to effectuate our initial business combination,
including the Proposed Business Combination using remaining cash in the Trust Account from the proceeds of the IPO and the private placement
of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (pursuant
to forward purchase agreements or backstop agreements we may enter into following the consummation of the IPO or otherwise), shares issued
to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing. We may
seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of
development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

 If our initial business combination is paid for
using equity or debt securities, or not all of the funds released from the Trust Account are used for payment of the consideration in
connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may use the balance of the
cash released to us from the Trust Account following the closing for general corporate purposes, including for maintenance or expansion
of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial
business combination, to fund the purchase of other companies or for working capital.

 Although our management will assess the risks
inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying
all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do
nothing to control or reduce the chances that those risks will adversely affect a target business.

 We may seek to raise additional funds through
a private offering of debt or equity securities in connection with the completion of our initial business combination and we may effectuate
our initial business combination using the proceeds of such offering rather than using the amounts held in the Trust Account. In addition,
we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of the IPO and the
sale of the private placement warrants, and, as a result, if the cash portion of the purchase price exceeds the amount available from
the Trust Account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing
to complete such proposed initial business combination. Subject to compliance with applicable securities laws, we would expect to complete
such financing only simultaneously with the completion of our initial business combination. In the case of an initial business combination
funded with assets other than the Trust Account assets, our proxy materials or tender offer documents disclosing the initial business
combination would disclose the terms of the financing and, only if required by law, we would seek shareholder approval of such financing.
There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances
or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop
agreements we may enter into following consummation of the IPO. Other than with respect to the Backup Agreement described above, (i) we
are not currently a party to any arrangement or understanding with any third party with respect to raising any additional funds through
the sale of securities or otherwise and (ii) none of our Sponsors, officers, directors or shareholders is required to provide any financing
to us in connection with or after our initial business combination.

 Sources

 OmnigenicsAI was, and we anticipate that other
target business candidates will be, brought to our attention from various unaffiliated sources, including investment bankers and private
investment funds. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us
through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited
basis, since many of these sources will have read the IPO prospectus and know what types of businesses we are targeting. Our officers
and directors, as well as their affiliates, may also bring to our attention target business candidates of which they become aware through
their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or
conventions. In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be
available to us as a result of the track record and business relationships of our officers and directors. While we do not presently anticipate
engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may
engage these firms or other individuals in the future, in which event we may pay a finder's fee, consulting fee or other compensation
to be determined in an arm's length negotiation based on the terms of the transaction. We will engage a finder only to the extent
our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders
approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment
of a finder's fee is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held
in the Trust Account. In no event, however, will our Sponsors or any of our existing officers or directors, or any entity with which they
are affiliated, be paid any finder's fee, consulting fee or other compensation by the company prior to, or for any services they
render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is).
In addition, commencing on the date of the IPO prospectus, we were obligated to pay the APx Sponsor or an affiliate thereof up to $10,000
per month for office space, utilities, secretarial and administrative support services provided to members of our management team and
other expenses and obligations of APx Sponsor. In connection with the Sponsor Alliance, this agreement was terminated.

 Any such payments prior to our initial business
combination will be made from funds held outside the Trust Account. Other than the foregoing, there will be no finder's fees, reimbursement,
consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our Sponsors, officers or directors, or
any affiliate of our Sponsors or officers prior to, or in connection with any services rendered in order to effectuate, the consummation
of our initial business combination (regardless of the type of transaction that it is).

 We are not prohibited from pursuing an initial
business combination with a business combination target that is affiliated with our Sponsors, officers or directors, or from completing
the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event
we seek to complete our initial business combination with a business combination target that is affiliated with our Sponsors, officers
or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is
a member of FINRA or a valuation or appraisal firm, that such an initial business combination is fair to our company from a financial
point of view. We are not required to obtain such an opinion in any other context.

 Evaluation of a Target Business and Structuring of Our Initial
Business Combination

 In evaluating a prospective target business, such
as OmnigenicsAI, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management
and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of
financial, operational, legal and other information which will be made available to us. If we determine to move forward with a particular
target, we will proceed to structure and negotiate the terms of the business combination transaction.

 The time required to select and evaluate a target
business and to structure and complete our initial business combination, and the costs associated with this process, are not currently
ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with,
a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses
and will reduce the funds we can use to complete another business combination. The company will not pay any consulting fees to members
of our management team, or any of their respective affiliates, for services rendered to or in connection with our initial business combination.

 Lack of Business Diversification

 For an indefinite period of time after the completion
of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business.
Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it
is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business.
By completing our initial business combination with only a single entity, our lack of diversification may:

 subject us to negative economic,
competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which
we operate after our initial business combination, and

 cause us to depend on the marketing
and sale of a single product or limited number of products or services.

 Limited Ability to Evaluate the Target's Management Team

 Although we intend to closely scrutinize the management
of a prospective target business, including the respective management of OmnigenicsAI, when evaluating the desirability of effecting our
initial business combination with that business, our assessment of the target business's management may not prove to be correct.
In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore,
the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. The determination
as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial
business combination. While it is possible that one or more of our directors will remain associated in some capacity with us following
our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial
business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge
relating to the operations of the particular target business.

 We cannot assure you that any of our key personnel
will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel
will remain with the combined company will be made at the time of our initial business combination.

 Following our initial business combination, we
may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will
have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary
to enhance the incumbent management.

 Other Transactions with Respect to Our Securities

 At any time at or prior to our initial business
combination, subject to applicable securities laws, Templar Sponsor, directors, executive officers, advisors or their affiliates may enter
into transactions with institutional or other investors to provide them with incentives to vote their public shares in favor of our initial
business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such
transactions and have not formulated any terms or conditions for any such transactions.

 The purpose of any such transaction would be to
(i) increase the likelihood of obtaining shareholder approval of the business combination, including the Proposed Business Combination,
(ii) incentivize voting such warrants on any matters submitted to the warrant holders for approval in connection with our initial business
combination or (iii) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain
amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met.

 Redemption Rights for Public Shareholders upon Completion of
Our Initial Business Combination

 We will provide our public shareholders with
the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two
business days prior to the consummation of the initial business combination, including interest earned on the funds held in the
Trust Account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject
to the limitations and on the conditions described herein. The amount in the Trust Account is currently approximately $12.05 per
public share. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly
redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our
warrants. Our Sponsors, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to
waive their redemption rights with respect to their Founder Shares and any public shares they may hold in connection with the
completion of our initial business combination.

 Competition

 In identifying, evaluating and selecting a target
business for our initial business combination, we may encounter competition from other entities having a business objective similar to
ours, including other special purpose acquisition companies, private equity groups and leveraged buyout funds, public companies and operating
businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting
business combinations directly or through affiliates. Moreover, many of these competitors possess similar or greater financial, technical,
human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources.
This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay
cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us for our
initial business combination and our issued and outstanding warrants, and the future dilution they potentially represent, may not be viewed
favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating
an initial business combination.

 Facilities

 We currently maintain our executive offices at
714 Westview Avenue, Nashville, Tennessee 37205. We consider our current office space adequate for our current operations.

 Employees

 We currently have two executive officers: Kyle
Bransfield and Xavier Martinez. These individuals are not obligated to devote any specific number of hours to our matters but they intend
to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount
of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination
and the stage of the business combination process we are in. We do not intend to have any full-time employees prior to the completion
of our initial business combination.

 Available Information

 We are required to file Annual Reports on Form
10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material events (e.g., changes
in corporate control, acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business and
bankruptcy) in a Current Report on Form 8-K. The SEC maintains an Internet website that contains reports, proxy and information statements
and other information regarding issuers that file electronically with the SEC. The SEC's Internet website is located at
In addition, the Company will provide copies of these documents without charge upon request from us in writing at 714 Westview Avenue,
Nashville, Tennessee 3705 or by telephone at (202) 465-5882.

 ITEM 1A. RISK FACTORS.

 An investment in our securities involves a
high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in
this Annual Report, the IPO prospectus associated with our public offering and the Registration Statement, before making a decision to
invest in our securities. If any of the following events occur, our business, financial condition and operating results may be materially
adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

 For additional risks related to OmnigenicsAI
and the Proposed Business Combination, please see the Registration Statement on Form F-4 once filed that is expected to be filed in connection
with the Proposed Business Combination.

 Risks Relating to Our Search for, Consummation of, or Inability
to Consummate, a Business Combination and Post-Business Combination Risks

 We are an early stage incorporated exempted company with no operating
history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

 We are an early stage incorporated exempted company with no operating
results, and we will not commence operations until the consummation of our initial business combination. Because we lack an operating
history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination
with one or more target businesses. If we fail to complete our initial business combination, we will never generate any operating revenues.

 The Proposed Business Combination is subject to the satisfaction
of certain conditions, which may not be satisfied on a timely basis, if at all.

 The consummation of the Proposed Business Combination
is subject to customary closing conditions for transactions involving special purpose acquisition companies, including, among others:

 approval of several proposals
by our shareholders;

 the capital stock constituting
the Proposed Business Combination consideration shall have been approved for listing on Nasdaq subject to notice of official issuance;

 no order, statute, rule or
regulation enjoining or prohibiting the consummation of the Proposed Business Combination being in effect;

 the Company having at least
$5,000,001 of net tangible assets as of the closing of the Proposed Business Combination;

 the Form S-4 having become
effective and no stop order being in effect;

 the receipt of certain regulatory
approvals; and

 customary bring down conditions.

 Past performance may not be indicative of future performance
of an investment in our securities. Further, in the event of the termination of the Proposed Business Combination, we expect that the
market price of our securities would immediately and materially decrease, and there can be no assurance that we would be able to identify
and consummate an alternative business combination or as to the value of any such alternative business combination to our stockholders.

 Information regarding performance by, or businesses
associated with, our management team and their affiliates is presented for informational purposes only. Any past acquisition or operational
experience of our management team and their affiliates is not a guarantee either: (i) that we will be able to consummate the Proposed
Business Combination, (ii) that we would be able to locate a suitable alternative candidate for, and consummate, an initial business combination;
or (iii) of any results with respect to any initial business combination we may consummate. You should not rely on the historical record
of our management team's or their affiliates' performance as indicative of the future performance of an investment in us or
the returns we will, or are likely to, generate going forward. None of our officers and directors has had experience with blank check
companies or special purpose acquisition companies in the past.

 In the event that the Proposed Business Combination
were to be terminated, we expect that the market price of our securities would immediately and materially decrease, and there can be no
assurance that we would be able to identify and consummate an alternative business combination, and no assurance as to the value of any
such alternative business combination to our stockholders.

 In the event that the Proposed Business Combination were to be
terminated, you would be unable to ascertain the merits or risks of any alternative target business prior to our entry into an alternative
business combination agreement.

 In the event that the Proposed Business Combination
were to be terminated, we would expect to focus our search on an alternative target business in any industry or sector. Unless and until
we have identified and publicly announced a business combination transaction, there is no basis to evaluate the possible merits or risks
of any particular target business or of the terms of any combination with any such target business, and we cannot assure you that any
such transaction would be more or less favorable than the Proposed Business Combination, or would or would not result in a reduction in
the value of our public shares.

 Our public shareholders may not be afforded an opportunity to
vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate in such
vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such
a combination.

 We may choose not to hold a shareholder vote to
approve our initial business combination unless the business combination would require shareholder approval under applicable law or stock
exchange listing requirements. In such case, the decision as to whether we will seek shareholder approval of a proposed business combination
or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based
on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to
seek shareholder approval. Even if we seek shareholder approval, the holders of our founder shares will participate in the vote on such
approval. Accordingly, we may complete our initial business combination even if holders of a majority of our issued and outstanding ordinary
shares do not approve of the business combination we complete.

 Your only opportunity to effect your investment
decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.

 At the time of your investment in us, you will
not be provided with an opportunity to evaluate the specific merits or risks of our initial business combination. Since our board of directors
may complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to
vote on the business combination, unless we seek such shareholder vote. Accordingly, your only opportunity to effect your investment decision
regarding our initial business combination may be limited to exercising your redemption rights within the period of time (which will be
at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial
business combination.

 Because of our limited resources and the significant competition
for business combination opportunities, it may be more difficult for us to complete our initial business combination within the required
time period. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion
of the funds in the Trust Account that are available for distribution to public shareholders, and our warrants will expire worthless.

 We expect to encounter competition from other
entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships),
other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire.
Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly,
acquisitions of companies operating in or providing services to various industries. Many of these competitors possess similar or greater
technical, human and other resources to ours or more local industry knowledge than we do and our financial resources will be relatively
limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially
acquire with the net proceeds of the IPO and the sale of the private placement warrants, our ability to compete with respect to the acquisition
of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation
gives others an advantage in pursuing the acquisition of certain target businesses. In addition, as our strategy is to focus on business
combination targets in Latin America, where there is a more limited pool of targets, we may be unable to find a suitable business combination
target. Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our
initial business combination in conjunction with a shareholder vote or via a tender offer. Target companies will be aware that this may
reduce the resources available to us for our initial business combination within the required time period. Any of these obligations may
place us at a competitive disadvantage in successfully negotiating a business combination. If we are unable to complete our initial business
combination, our public shareholders may receive only their pro rata portion of the funds in the Trust Account that are available for
distribution to public shareholders, and our warrants will expire worthless.

 The ability of our public shareholders to redeem their shares
for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to
enter into a business combination with a target.

 We may seek to enter into a business combination
transaction agreement with a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for
working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. If too many public shareholders
exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with
the business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination
transaction with us.

 The ability of our public shareholders to
exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination
or optimize our capital structure.

 At the time we enter into an agreement for our
initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore will need to
structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial business
combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires us to have
a minimum amount of cash at closing, we will need to reserve a portion of the cash in the Trust Account to meet such requirements, or
arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected,
we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange for third party financing.
Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable
levels. Furthermore, this dilution would increase to the extent that the anti-dilution provision of the Class B ordinary shares results
in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time
of our initial business combination. The above considerations may limit our ability to complete the most desirable business combination
available to us or optimize our capital structure.

 The ability of our public shareholders to exercise redemption
rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful
and that you would have to wait for liquidation in order to redeem your shares.

 If our initial business combination agreement
requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires us to have a minimum amount of cash
at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business combination
is unsuccessful, you would not receive your pro rata portion of the Trust Account until we liquidate the Trust Account. If you are in
need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a
discount to the pro rata amount per share in the Trust Account. In either situation, you may suffer a material loss on your investment
or lose the benefit of funds expected in connection with your exercise of redemption rights until we liquidate or you are able to sell
your shares in the open market.

 The requirement that we complete our initial business combination
within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may limit
the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our business
combination deadline, which could undermine our ability to complete our initial business combination on terms that would produce value
for our shareholders.

 Any potential target business with which we enter
into negotiations concerning a business combination will be aware that we must complete our initial business combination within the Combination
Period. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not
complete our initial business combination with that particular target business, we may be unable to complete our initial business combination
with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited
time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive
investigation.

 Our search for a business combination, and any target business
with which we ultimately consummate a business combination, may be materially adversely affected by negative impacts on the global economy,
capital markets or other geopolitical conditions resulting from the invasion of Ukraine by Russia and Hamas' attack of Israel and
the ensuing war.

 The United States and global markets have experienced volatility and
disruption following the escalation of geopolitical tensions as a result of the invasion of Ukraine by Russia in February 2022 and the
attack of Israel by Hamas in October 2023. Although the length and impact of the ongoing Russia-Ukraine conflict and the Israel-Hamas
conflict are highly unpredictable, these conflicts could lead to market disruptions, including significant volatility in commodity prices,
credit and capital markets, as well as supply chain interruptions.

 Any of the abovementioned factors, or any other negative impact on
the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine or the Israel-Hamas
conflict, could adversely affect our search for a business combination and any target business with which we ultimately consummate a business
combination. The extent and duration of the Russian invasion of Ukraine and the Israel-Hamas conflict and any related market disruptions
are impossible to predict, but could be substantial. Any such disruptions may also have the effect of heightening many of the other risks
described in this "Risk Factors" section, such as those related to the market for our securities, cross-border transactions
or our ability to raise equity or debt financing in connection with any particular business combination. If these disruptions or other
matters of global concern continue for an extensive period of time, our ability to consummate a business combination, or the operations
of a target business with which we ultimately consummate a business combination, may be materially adversely affected.

 We may not be able to complete our initial business combination
within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem
our public shares and liquidate, in which case our public shareholders may receive only $12.05 per share, or less than such amount in
certain circumstances, and our warrants will expire worthless.

 We may not be able to find a suitable target business and complete
our initial business combination within the Combination Period. Our ability to complete our initial business combination may be negatively
impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein, including as a
result of terrorist attacks, social unrest, natural disasters or a significant outbreak of infectious diseases. For example, the outbreak
of the COVID-19 coronavirus, the invasion of Ukraine by Russia, Hamas' attack of Israel and the ensuing war, the increased rate
of inflation in the United States and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious
diseases) may negatively impact businesses we may seek to acquire. If we have not completed our initial business combination within such
time period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more
than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000
of interest income to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely
extinguish public shareholders' rights as shareholders (including the right to receive further liquidation distributions, if any)
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our
board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law
to provide for claims of creditors and in all cases subject to the other requirements of applicable law. In such case, our public shareholders
may receive only $12.05 per share, or less than $12.05 per share, on the redemption of their shares, and our warrants will expire worthless.
See "- If third parties bring claims against us, the funds held in the Trust Account could be reduced and the per-share redemption
amount received by shareholders may be less than $12.05 per share" and other risk factors herein.

 If we are unable to consummate our initial business combination
within the prescribed time frame, our public shareholders may be forced to wait beyond such time frame before redemption from our Trust
Account.

 If we are unable to consummate our initial business
combination within the Combination Period, the funds then on deposit in the Trust Account, including interest earned on the funds held
in the Trust Account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), will be used to fund the
redemption of our public shares, as further described herein. Any redemption of public shareholders from the Trust Account will be effected
automatically by function of our Articles prior to any voluntary winding up. If we are required to wind-up or liquidate the Trust Account
and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation
and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond
the Combination Period before the redemption proceeds of our Trust Account become available to them, and they receive the return of their
pro rata portion of the funds from our Trust Account. We have no obligation to return funds to investors prior to the date of our redemption
or liquidation unless we consummate our initial business combination prior thereto and only then in cases where investors have sought
to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions
if we are unable to complete our initial business combination.

 If we seek shareholder approval of our initial business combination,
our initial shareholders and management team have agreed to vote in favor of such initial business combination, regardless of how our
public shareholders vote.

 Our Sponsors own 89.2% of our issued and outstanding
ordinary shares. Our Sponsors and management team also may from time to time purchase Class A ordinary shares prior to our initial business
combination. Our Articles provide that if we seek shareholder approval of an initial business combination, such initial business combination
will be approved if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the
shareholders who attend and vote at a general meeting of the company, including the founder shares. As a result, in addition to our Sponsors'
founder shares, no public shares remaining issued and outstanding after the previous redemptions will need to be voted in favor of an
initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted). Accordingly,
if we seek shareholder approval of our initial business combination, the agreement by our initial shareholders and management team to
vote in favor of our initial business combination will increase the likelihood that we will receive an ordinary resolution, being the
requisite shareholder approval for such initial business combination.

 If a shareholder fails to receive notice of our offer to redeem
our public shares in connection with our initial business combination, or fails to comply with the procedures for submitting or tendering
its shares, such shares may not be redeemed.

 We will comply with the proxy rules or tender
offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with
these rules, if a shareholder fails to receive our proxy materials or tender offer documents, as applicable, such shareholder may not
become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, as applicable, that we will
furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that
must be complied with in order to validly tender or submit public shares for redemption. For example, we intend to require our public
shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in "street name,"
to, at the holder's option, either deliver their share certificates to our transfer agent, or to deliver their shares to our transfer
agent electronically prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy
materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination.
In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption
of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote
in which the name of the beneficial owner of such shares is included. In the event that a shareholder fails to comply with these or any
other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed.

 We may be unable to obtain additional financing to complete our
initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon
a particular business combination.

 We intend to target businesses with enterprise
values that are greater than we could acquire with the net proceeds of the IPO and the sale of the private placement warrants. As a result,
if the cash portion of the purchase price exceeds the amount available from the Trust Account, net of amounts needed to satisfy any redemption
by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We cannot
assure you that such financing will be available on acceptable terms, if at all. The current economic environment may make it difficult
for companies to obtain acquisition financing. To the extent that additional financing proves to be unavailable when needed to complete
our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination
and seek an alternative target business candidate. Further, we may be required to obtain additional financing in connection with the closing
of our initial business combination for general corporate purposes, including for maintenance or expansion of operations of the post-transaction
businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, or to fund
the purchase of other companies. If we are unable to complete our initial business combination, our public shareholders may only receive
their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders, and our warrants
will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require
such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material
adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders is required
to provide any financing to us in connection with or after our initial business combination.

 Although we have identified general criteria and guidelines that
we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target
that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination
may not have attributes entirely consistent with our general criteria and guidelines.

 Although we have identified general criteria and
guidelines, including geographic area, for evaluating prospective target businesses, it is possible that a target business with which
we enter into our initial business combination will not have all of these positive attributes. If we complete our initial business combination
with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business
that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target
that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may
make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain
amount of cash. In addition, if shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval
for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the
target business does not meet our general criteria and guidelines. If we are unable to complete our initial business combination, our
public shareholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to public
shareholders (which may be $12.05 per share or less in certain circumstances), and our warrants will expire worthless.

 We may seek business combination opportunities in industries
or sectors that may be outside of our management's areas of expertise.

 We may consider a business combination outside
of our management's areas of expertise if a business combination candidate is presented to us and we determine that such candidate
offers an attractive business combination opportunity for our company. Although our management will endeavor to evaluate the risks inherent
in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all of the significant
risk factors. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in
the IPO than a direct investment, if an opportunity were available, in a business combination candidate. In the event we elect to pursue
a business combination outside of the areas of our management's expertise, our management's expertise may not be directly
applicable to its evaluation or operation, and the information contained in the IPO prospectus regarding the areas of our management's
expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able
to ascertain or assess adequately all of the relevant risk factors. Accordingly, any shareholders who choose to remain shareholders following
our initial business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy
for such reduction in value.

 Resources could be wasted in researching business combinations
that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.
If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the
funds in the Trust Account that are available for distribution to public shareholders, and our warrants will expire worthless.

 We anticipate that the investigation of each specific
target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require
substantial management time and attention and substantial costs for accountants, attorneys, consultants and others. If we decide not to
complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be
recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business
combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs
incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable
to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the Trust
Account that are available for distribution to public shareholders, and our warrants will expire worthless.

 We may have a limited ability to assess the management of a prospective
target business and, as a result, may effect our initial business combination with a target business whose management may not have the
skills, qualifications or abilities to manage a public company.

 When evaluating the desirability of effecting
our initial business combination with a prospective target business, including OmnigenicsAI, our ability to assess the target business's
management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target business's
management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should
the target business's management not possess the skills, qualifications or abilities necessary to manage a public company, the operations
and profitability of the post-combination business may be negatively impacted. Accordingly, any shareholders who choose to remain shareholders
following the business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy
for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors
of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws
that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material
misstatement or material omission.

 We may seek acquisition opportunities with an early-stage company,
a financially unstable business or an entity lacking an established record of revenue or earnings.

 To the extent we complete our initial business
combination with an early-stage company, a financially unstable business or an entity lacking an established record of sales or earnings,
we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include investing in
a business without a demonstrated business model and with limited historical financial data, volatile revenues or earnings, intense competition
and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent
in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not
have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability
to control or reduce the chances that those risks will adversely impact a target business.

 Moreover, in pursuing our business combination
strategy, we may seek to effectuate our initial business combination with a privately held company. Very little public information generally
exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination
on the basis of limited information, which may result in a business combination with a company that is not as profitable (if at all) as
we believed at the time of signing an agreement to acquire such private company or that fails to meet the projections upon which our valuation
may be based.

 The officers and directors of an acquisition candidate may resign
upon completion of our initial business combination. The loss of a business combination target's key personnel could negatively
impact the operations and profitability of our post-combination business.

 The role of an acquisition candidate's key
personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain
members of an acquisition candidate's management team will remain associated with the acquisition candidate following our initial
business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.

 Since our Sponsors, officers and directors will lose their entire
investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during
or after the IPO), a conflict of interest may arise in determining whether a particular business combination target is appropriate for
our initial business combination.

 On May 21, 2021, we issued to APx Sponsor an aggregate
of 4,312,500 founder shares in exchange for a capital contribution of $25,000, or approximately $0.006 per share. The purchase price of
the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The
number of founder shares outstanding was determined based on the expectation that the total size of the IPO would be a maximum of 17,250,000
units if the underwriters' over-allotment option is exercised in full, and therefore that such founder shares would represent 20%
of the outstanding shares after the IPO. The founder shares will be worthless if we do not complete an initial business combination. In
addition, APx Sponsor purchased an aggregate of 8,950,000 private placement warrants, each exercisable to purchase one Class A ordinary
share at $11.50 per share, at a price of $1.00 per warrant, or $8,950,000 in the aggregate, in a private placement that closed simultaneously
with the closing of the IPO. The private placement warrants will also be worthless if we do not complete our initial business combination.
In connection with the Sponsor Alliance, certain founder shares and private placement warrants were transferred to the Templar Sponsor.
The personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target
business combination, completing an initial business combination and influencing the operation of the business following the initial business
combination. This risk may become more acute as the Combination Period nears its end, which is the deadline for our completion of an initial
business combination.

 The nominal purchase price paid by our Sponsors for the founder
shares may significantly dilute the implied value of your public shares in the event we consummate an initial business combination, and
our Sponsors are likely to make a substantial profit on its investment in us in the event we consummate an initial business combination,
even if the business combination causes the trading price of our ordinary shares to decline materially.

 While we offered our units at an offering price
of $10.00 per unit and the amount in the Trust Account is anticipated to be $12.05 per public share, implying an initial value of $12.05
per public share, the APx Sponsor paid only a nominal aggregate purchase price of $25,000 for the founder shares, or approximately $0.006
per share. As a result, the value of your public shares may be significantly diluted in the event we consummate an initial business combination.
APx Sponsor invested an aggregate of $8,975,000 in us in connection with the IPO, comprised of the $25,000 purchase price for the founder
shares and the $8,950,000 purchase price for the private placement warrants. As a result, even if the trading price of our ordinary shares
significantly declines, our Sponsors will stand to make significant profit on its investment in us. In addition, our Sponsors could potentially
recoup its entire investment in us even if the trading price of our ordinary shares is less than $1.00 per share and even if the private
placement warrants are worthless. As a result, our Sponsors are likely to make a substantial profit on their respective investment in
us even if we select and consummate an initial business combination that causes the trading price of our ordinary shares to decline, while
our public shareholders who purchased their units in the IPO could lose significant value in their public shares. Our sponsor may therefore
be economically incentivized to consummate an initial business combination with a riskier, weaker performing or less established target
business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid
for their public shares.

 Because we must furnish our shareholders with target business
financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective
target businesses.

 The federal proxy rules require that the proxy
statement with respect to the vote on an initial business combination include historical and pro forma financial statement disclosure.
We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required
under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting
principles generally accepted in the United States of America ("GAAP") or international financial reporting standards as issued
by the International Accounting Standards Board ("IFRS") depending on the circumstances and the historical financial statements
may be required to be audited in accordance with the standards of the PCAOB." These financial statement requirements may limit the
pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for
us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed
time frame.

 We may experience a shortage of working capital as the net proceeds
generated from the IPO and the sale of private placement warrants not held in the Trust Account may not be sufficient to sustain our operations
for the duration of the Combination Period. This may result in limitations to the amount of funds available for our businesses search
and the completion of our initial business combination. Consequently, we will need to rely on loans from Templar Sponsor, management team,
their affiliates or third parties to finance our search and finalization of the initial business combination, if any.

 Of the net proceeds of the IPO and the sale of
the private placement warrants, only $120 in cash were available to us as of December 31, 2024 outside the Trust Account to fund our working
capital requirements. We believe that the current funds available to us outside of the Trust Account will not be sufficient to allow us
to operate for at least the duration of the Combination Period. Of the funds available to us, we could use a portion of the funds available
to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down
payment or to fund a "no-shop" provision (a provision in letters of intent or merger agreements designed to keep target businesses
from "shopping" around for transactions with other companies or investors on terms more favorable to such target businesses)
with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into
a letter of intent or merger agreement where we paid for the right to receive exclusivity from a target business and were subsequently
required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching
for, or conduct due diligence with respect to, a target business.

 As our offering expenses and other operating expenses
exceeded our estimate of $1,400,000, we may continue to fund such excess with additional loans to increase the funds available for our
operation outside the Trust Account. The amount held in the Trust Account will not be impacted as a result of such additional expected
loans that we may incur. As we are required to seek additional capital, we would need to borrow funds from our Sponsors, management team,
their affiliates or other third parties to operate or may be forced to liquidate. For example, in February 2023 and May 2023, we issued
the First Promissory Note and Second Promissory Note, respectively. In addition, in September 2023, we issued the Working Capital Promissory
Note, which was amended and restated in February 2024. However, neither Templar Sponsor, members of our management team nor any of their
affiliates or third parties is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only
from funds held outside the Trust Account or from funds released to us upon completion of our initial business combination. Up to $1,500,000
of certain loans may be convertible into private placement warrants of the post-business combination entity at a price of $1.00 per warrant
at the option of the lender. Such warrants would be identical to the private placement warrants. In addition, we may need to engage in
private negotiations with third parties, our Sponsors, management, or its affiliates to secure loans that may not be in our favor in order
to complete our initial business combination. Third parties may not be willing to loan such funds and provide a waiver against any and
all rights to seek access to funds in our Trust Account. If we are unable to complete our initial business combination because we do not
have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. Consequently, our public
shareholders may only receive an estimated $12.05 per share, or possibly less, on our redemption of our public shares, and our warrants
will expire worthless.

 Subsequent to our completion of our initial business combination,
we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative
effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of
your investment.

 Even if we conduct due diligence on a target business
with which we combine, we cannot assure you that this diligence will identify all material issues that may be present within a particular
target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors
outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later
write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses.
Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize
in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate
impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our
securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result
of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing to partially finance the initial
business combination or thereafter. Accordingly, any shareholders or warrant holders who choose to remain shareholders or warrant holders
following the business combination could suffer a reduction in the value of their securities. Such shareholders or warrant holders are
unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach
by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private
claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination
contained an actionable material misstatement or material omission.

 If third parties bring claims against us, the funds held in the
Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $12.05 per share.

 Our placing of funds in the Trust Account may
not protect those funds from third party claims against us. Although we will seek to have all vendors, service providers, prospective
target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim
of any kind in or to any monies held in the Trust Account for the benefit of our public shareholders, such parties may not execute such
agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including,
but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the
enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds
held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account,
our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with
such third party if management believes that such third party's engagement would be in the best interests of the company under the
circumstances. Marcum LLP, our independent registered public accounting firm, and the underwriters of the IPO will not execute agreements
with us waiving such claims to the monies held in the Trust Account.

 Examples of possible instances where we may
engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise
or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver
or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee
that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations,
contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our public
shares, if we have not completed our initial business combination within the prescribed timeframe, or upon the exercise of a
redemption right in connection with our initial business combination, we will be required to provide for payment of claims of
creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share
redemption amount received by public shareholders could be less than the $12.05 per public share held in the Trust Account, due to
claims of such creditors. Pursuant to the letter agreement the form of which is filed as an exhibit hereto, our Sponsors have agreed
that it will be liable to us if and to the extent any claims by a third party (other than Marcum LLP, our independent registered
public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered
into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of
funds in the Trust Account to below the lesser of (i) $12.05 per public share and (ii) the actual amount per public share held in
the Trust Account as of the date of the liquidation of the Trust Account, if less than $12.05 per share due to reductions in the
value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or
prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such
waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the IPO against certain
liabilities, including liabilities under the Securities Act. However, we have not asked our Sponsors to reserve for such
indemnification obligations, nor have we independently verified whether our Sponsors have sufficient funds to satisfy its indemnity
obligations and we believe that our Sponsors' only assets are securities of our company. Therefore, we cannot assure you that
our Sponsors would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust
Account, the funds available for our initial business combination and redemptions could be reduced to less than $12.05 per public
share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per
share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by
third parties including, without limitation, claims by vendors and prospective target businesses.

 Our directors may decide not to enforce the indemnification obligations
of our Sponsors, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public shareholders.

 In the event that the funds in the Trust Account
are reduced below the lesser of (i) $12.05 per share and (ii) the actual amount per public share held in the Trust Account as of the date
of the liquidation of the Trust Account if less than $12.05 per share due to reductions in the value of the trust assets, in each case
less taxes payable, and our Sponsors assert that they are unable to satisfy their obligations or that they have no indemnification obligations
related to a particular claim, our independent directors would determine whether to take legal action against our Sponsors to enforce
their indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against
our Sponsors to enforce their indemnification obligations to us, it is possible that our independent directors in exercising their business
judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal
action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine
that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount
of funds in the Trust Account available for distribution to our public shareholders may be reduced below $12.05 per share.

 The securities in which we invest the funds held in the Trust
Account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption
amount received by public shareholders may be less than $12.05 per share.

 The proceeds held in the Trust Account are invested
only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under
Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government
treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central
banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has
not ruled out the possibility that it may in the future adopt similar policies in the United States. in the event that we do not to complete
our initial business combination or make certain amendments to our Articles, our public shareholders are entitled to receive their pro-rata
share of the proceeds held in the Trust Account, plus any interest income earned thereon (less taxes payable and up to $100,000 of interest
income to pay dissolution expenses). Negative interest rates could reduce the value of the assets held in trust such that the per-share
redemption amount received by public shareholders may be less than $12.05 per share. In this regard please see also "Risk Factors-Risks
Relating to Our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks-If
we are deemed to be an investment company for purposes of the Investment Company Act, we may be forced to abandon our efforts to complete
a business combination and instead be required to liquidate the Company. To mitigate the risk of that result, we may decide to instruct
the trustee, not before on or about the 18-month anniversary of the effective date of the registration statement relating to the IPO,
to liquidate the securities held in the Trust Account and instead hold all funds in the Trust Account in cash. As a result, following
such change (if made), we will likely receive minimal, if any, interest, on the funds held in the Trust Account, which would reduce the
dollar amount that our public shareholders would have otherwise received upon any redemption or liquidation of the Company if the assets
in the Trust Account had remained in U.S. government securities or money market funds."

 If, after we distribute the funds in the Trust Account to our
public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against
us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our board of directors
may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us
to claims of punitive damages.

 If, after we distribute the funds in the Trust
Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is
filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or
bankruptcy or insolvency laws as either a "preferential transfer" or a "fraudulent conveyance." As a result, a
bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. In addition, our board of directors
may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us
to claims of punitive damages, by paying public shareholders from the Trust Account prior to addressing the claims of creditors.

 If, before distributing the funds in the Trust Account to our
public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against
us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share
amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

 If, before distributing the funds in the Trust
Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is
filed against us that is not dismissed, the funds held in the Trust Account could be subject to applicable bankruptcy or insolvency law,
and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders.
To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our shareholders
in connection with our liquidation may be reduced.

 Our shareholders may be held liable for claims by third parties
against us to the extent of distributions received by them upon redemption of their shares.

 If we are forced to enter into an insolvent liquidation,
any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date
on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result,
a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having
breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company
to claims, by paying public shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that
claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted
any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course
of business would be guilty of an offence and may be liable to a fine of approximately $18,000 and to imprisonment for five years in the
Cayman Islands.

 We may not hold an annual general meeting until after the consummation
of our initial business combination, which could delay the opportunity for our shareholders to appoint directors.

 In accordance with Nasdaq corporate governance
requirements, we are required to hold an annual general meeting no later than one year after our first fiscal year end following our listing
on Nasdaq. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors.
Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to appoint directors and to discuss company
affairs with management. Our board of directors is divided into three classes with only one class of directors being appointed in each
year and each class (except for those directors appointed prior to our first general meeting) serving a three-year term. In addition,
as holders of our Class A ordinary shares, our public shareholders will not have the right to vote on the appointment of directors until
after the consummation of our initial business combination. Moreover, in respect of any vote or votes to continue the company in a jurisdiction
outside the Cayman Islands (including, but not limited to, the approval of the organizational documents of the company in such other jurisdiction),
which requires the approval of at least two-thirds of the votes of all ordinary shares, holders of our founder shares will have ten votes
for every founder share and holders of our Class A ordinary shares will have one vote for every Class A ordinary share.

 Because we are not limited to evaluating a target business in
a particular industry sector, you will be unable to ascertain the merits or risks of any particular target business's operations.

 If the Proposed Business Combination is not consummated,
our efforts to identify a prospective initial business combination target will not be limited to a particular industry, sector or geographic
region. While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability
of our management team to identify and acquire a business or businesses that can benefit from our management team's established
global relationships and operating experience. Our Articles prohibit us from effectuating a business combination with another blank check
company or similar company with nominal operations. There is a limited basis to evaluate the possible merits or risks of any particular
target business's operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we
complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine.
For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may
be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although our
officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will
properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore,
some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will
adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorable
to investors than a direct investment, if such opportunity were available, in a business combination target.

 Accordingly, any shareholders who choose to remain
shareholders following the business combination could suffer a reduction in the value of their securities. Such shareholders are unlikely
to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our
officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim
under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained
an actionable material misstatement or material omission.

 We are not required to obtain an opinion from an independent
investment banking firm or from a valuation or appraisal firm, and consequently, you have no assurance from an independent source that
the price we are paying for the business is fair to our shareholders from a financial point of view.

 We are not required to obtain an opinion from
an independent investment banking firm which is a member of FINRA or from a valuation or appraisal firm that the price we are paying
is fair to our shareholders from a financial point of view. Our shareholders will be relying on the judgment of our board of directors,
who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed
in our proxy materials or tender offer documents, as applicable, related to our initial business combination.

 Unlike most other similarly structured blank check companies,
our Sponsors will receive additional founder shares if we issue shares to complete an initial business combination.

 If we issue shares to complete an initial business combination, the
founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of our ordinary shares
issued and outstanding upon completion of the initial public offering, plus (ii) the total number of Class A ordinary shares issued or
deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued by us in connection
with or in relation to the completion of the initial business combination, excluding any Class A ordinary shares or equity-linked securities
exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller of a target business
in the initial business combination and any private placement warrants held by our Sponsors or any of its affiliates or any member of
our management team upon conversion of working capital loans. In no event will the founder shares have a ratio of less than one-to-one
compared to the Class A ordinary shares. This is different than most other similarly structured blank check companies in which the initial
shareholders will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to the initial business combination.

 We issued and may issue additional notes or other debt securities,
or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition
and thus negatively impact the value of our shareholders' investment in us.

 In February 2023 and May 2023, we issued the
First Promissory Note and the Second Promissory Note, respectively. In addition, in September 2023, we issued the Working Capital Promissory
Note, which was amended and restated in February 2024. In August 2024 we issued the First Bioceres Note, and in November 2024 we issued
the Second Bioceres Note. We may choose to issue additional notes or other debt securities and incur substantial debt to complete our
initial business combination. We and our officers have agreed that we will not incur any indebtedness unless we have obtained from the
lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the Trust Account. As such, no issuance
of debt will affect the per-share amount available for redemption from the Trust Account. Nevertheless, the incurrence of debt could
have a variety of negative effects, including:

 default
 and foreclosure on our assets if our operating revenues after an initial business combination
 are insufficient to repay our debt obligations;

 acceleration
 of our obligations to repay the indebtedness even if we make all principal and interest payments
 when due if we breach certain covenants that require the maintenance of certain financial
 ratios or reserves without a waiver or renegotiation of that covenant;

 our
 immediate payment of all principal and accrued interest, if any, if the debt security is
 payable on demand;

 our
 inability to obtain necessary additional financing if the debt security contains covenants
 restricting our ability to obtain such financing while the debt security is outstanding;

 our
 inability to pay dividends on our Class A ordinary shares;

 using
 a substantial portion of our cash flow to pay principal and interest on our debt, which will
 reduce the funds available for dividends on our Class A ordinary shares if declared, expenses,
 capital expenditures, acquisitions and other general corporate purposes;

 limitations
 on our flexibility in planning for and reacting to changes in our business and in the industry
 in which we operate;

 increased
 vulnerability to adverse changes in general economic, industry and competitive conditions
 and adverse changes in government regulation; and

 limitations
 on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions,
 debt service requirements, execution of our strategy and other purposes and other disadvantages
 compared to our competitors who have less debt.

 We may issue our shares to investors in connection with our
initial business combination at a price which is less than the prevailing market price of our shares at that time.

 In connection with our initial business combination,
we may issue shares to investors in private placement transactions (so-called PIPE transactions) at a price of $10.00 per share or which
approximates the per-share amounts in our Trust Account at such time, which is generally approximately $10.00. The purpose of such issuances
will be to enable us to provide sufficient liquidity to the post-business combination entity. The price of the shares we issue may therefore
be less, and potentially significantly less, than the market price for our shares at such time.

 We may only be able to complete one business combination with
the proceeds of the IPO and the sale of the private placement warrants, which will cause us to be solely dependent on a single business
which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.

 Of the net proceeds of the IPO and the sale of
the private placement warrants, only $120 in cash were available to us as of December 31, 2024 outside the Trust Account to fund our
working capital requirements. We may effectuate our initial business combination with a single target business or multiple target businesses
simultaneously or within a short period of time. However, we may not be able to effectuate our initial business combination with more
than one target business because of various factors, including the existence of complex accounting issues and the requirement that we
prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target
businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity,
our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able
to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may
have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly,
the prospects for our success may be:

 solely
 dependent upon the performance of a single business, property or asset, or

 dependent
 upon the development or market acceptance of a single or limited number of products, processes
 or services.

 This lack of diversification may subject us to
numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry
in which we may operate subsequent to our initial business combination.

 We may attempt to simultaneously complete business combinations
with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased
costs and risks that could negatively impact our operations and profitability.

 If we determine to simultaneously acquire several
businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent
on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete
our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens
and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional
risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating
business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

 We may seek business combination opportunities with a high degree
of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.

 We may seek business combination opportunities
with large, highly complex companies that we believe would benefit from operational improvements. While we intend to implement such improvements,
to the extent that our efforts are delayed or we are unable to achieve the desired improvements, the business combination may not be
as successful as we anticipate.

 To the extent we complete our initial business
combination with a large complex business or entity with a complex operating structure, we may also be affected by numerous risks inherent
in the operations of the business with which we combine, which could delay or prevent us from implementing our strategy. Although our
management team will endeavor to evaluate the risks inherent in a particular target business and its operations, we may not be able to
properly ascertain or assess all of the significant risk factors until we complete our business combination. If we are not able to achieve
our desired operational improvements, or the improvements take longer to implement than anticipated, we may not achieve the gains that
we anticipate. Furthermore, some of these risks and complexities may be outside of our control and leave us with no ability to control
or reduce the chances that those risks and complexities will adversely impact a target business. Such combination may not be as successful
as a combination with a smaller, less complex organization.

 Our management may not be able to maintain control of a target
business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management
will possess the skills, qualifications or abilities necessary to profitably operate such business.

 We may structure our initial business combination
so that the post-transaction company in which our public shareholders own shares will own less than 100% of the equity interests or assets
of a target business, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more
of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for
us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that
does not meet such criteria. Even if the post-transaction company owns 50% or more of the issued and outstanding voting securities of
the target, our shareholders prior to the business combination may collectively own a minority interest in the post business combination
company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction
in which we issue a substantial number of new Class A ordinary shares in exchange for all of the outstanding capital stock, shares or
other equity interests of a target or issue a substantial number of new shares to third-parties in connection with financing our initial
business combination. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial
number of new Class A ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our issued
and outstanding Class A ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine
their holdings resulting in a single person or group obtaining a larger share of the company's shares than we initially acquired.
Accordingly, this may make it more likely that our management will not be able to maintain control of the target business.

 We do not have a specified maximum redemption threshold. The
absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial
majority of our shareholders do not agree.

 The Existing Governing Documents do not provide a specified maximum
redemption threshold. As a result, we may be able to complete the Business Combination even though a substantial majority of the Public
Shareholders do not agree with the Business Combination and have redeemed their Public Shares.

 Certain agreements related to the IPO may be amended without
shareholder approval.

 Each of the agreements related to the IPO to
which we are a party, other than the warrant agreement (except for provisions of the warrant agreement enabling amendments without shareholder
or warrant holder approval that are necessary in the good faith determination of our board of directors (taking into account then existing
market precedents) to allow for the warrants to be classified as equity in our financial statements (provided that any modifications
or amendments that would increase the warrant price or shorten the exercise period shall require the approval of the warrant holders
in accordance with the warrant agreement)) and the investment management trust agreement, may be amended without shareholder approval.
Such agreements are: the underwriting agreement; the letter agreement among us and our initial shareholders, our Sponsors, officers and
directors; the registration rights agreement among us and our initial shareholders; and the private placement warrants purchase agreement
between us and our Sponsors. These agreements contain various provisions that our public shareholders might deem to be material. For
example, our letter agreement and the underwriting agreement contain certain lock-up provisions with respect to the founder shares, private
placement warrants and other securities held by our initial shareholders, Sponsors, officers and directors. Amendments to such agreements
would require the consent of the applicable parties thereto and would need to be approved by our board of directors, which may do so
for a variety of reasons, including to facilitate our initial business combination. While we do not expect our board of directors to
approve any amendment to any of these agreements prior to our initial business combination, it may be possible that our board of directors,
in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to any such agreement.
Any amendment entered into in connection with the consummation of our initial business combination will be disclosed in our proxy materials
or tender offer documents, as applicable, related to such initial business combination, and any other material amendment to any of our
material agreements will be disclosed in a filing with the SEC. Any such amendments would not require approval from our shareholders,
may result in the completion of our initial business combination that may not otherwise have been possible, and may have an adverse effect
on the value of an investment in our securities. For example, amendments to the lock-up provision discussed above may result in our initial
shareholders selling their securities earlier than they would otherwise be permitted, which may have an adverse effect on the price of
our securities.

 Our initial shareholders, including our Sponsors, control a
substantial interest in us and thus may exert substantial influence on actions requiring a shareholder vote, potentially in a manner
that you do not support.

 Our initial shareholders, including our Sponsors,
own 89.2% of our issued and outstanding ordinary shares. Accordingly, they may exert a substantial influence on actions requiring a shareholder
vote, potentially in a manner that you do not support, including amendments to our Articles. If our initial shareholders purchase any
units in the IPO or if our initial shareholders purchase any additional Class A ordinary shares in the aftermarket or in privately negotiated
transactions, this would increase their control. Neither our initial shareholders nor, to our knowledge, any of our officers or directors,
have any current intention to purchase additional securities, other than as disclosed in this Form 10-K. Factors that would be considered
in making such additional purchases would include consideration of the current trading price of our Class A ordinary shares. In addition,
our board of directors, whose members were appointed by Templar Sponsor, is and will be divided into three classes, each of which will
generally serve for a term for three years with only one class of directors being appointed in each year. We may not hold an annual general
meeting to appoint new directors prior to the completion of our initial business combination, in which case all of the current directors
will continue in office until at least the completion of the business combination. If there is an annual general meeting, as a consequence
of our "staggered" board of directors, only a minority of the board of directors will be considered for appointment and our
initial shareholders, because of their ownership position, will have considerable influence regarding the outcome. Accordingly, our initial
shareholders will continue to exert control at least until the completion of our initial business combination.

 As the number of special purpose acquisition companies evaluating
targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase
the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business
combination.

 In recent years, the number of special purpose
acquisition companies that have been formed has increased substantially. Many potential targets for special purpose acquisition companies
have already entered into an initial business combination, and there are still many special purpose acquisition companies preparing for
an initial public offering, as well as many such companies currently in registration. As a result, at times, fewer attractive targets
may be available to consummate an initial business combination.

 In addition, because there are more special purpose
acquisition companies seeking to enter into an initial business combination with available targets, the competition for available targets
with attractive fundamentals or business models may increase, which could cause targets companies to demand improved financial terms.
Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, the
COVID-19 pandemic and government measures taken to curb the spread of the virus or increases in the cost of additional capital needed
to close business combinations or operate targets post business combination. This could increase the cost of, delay or otherwise complicate
or frustrate our ability to find and consummate an initial business combination, and may result in our inability to consummate an initial
business combination on terms favorable to our investors altogether.

 Risks Relating to Our Sponsors and Management Team

 We are dependent upon our officers and directors and their loss
could adversely affect our ability to operate.

 Our operations are dependent upon a relatively
small group of individuals and, in particular, our officers and directors. We believe that our success depends on the continued service
of our officers and directors, at least until we have completed our initial business combination. In addition, our officers and directors
are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating
their time among various business activities, including identifying potential business combinations and monitoring the related due diligence.
We do not have key-man insurance on the life of any of our officers or directors. The unexpected loss of the services of one or more
of our officers and directors could have a detrimental effect on us.

 Our ability to successfully effect our initial business combination
and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following our initial
business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

 Our ability to successfully effect our initial
business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however,
cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory
positions following our initial business combination, it is likely that some or all of the management of the target business will remain
in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you
that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating
a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

 Our key personnel may negotiate employment or consulting agreements
with a target business in connection with a particular business combination, and a particular business combination may be conditioned
on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial
business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination
is the most advantageous.

 Our key personnel may be able to remain with
our company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements
in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination
and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would
render to us after the completion of the business combination. Such negotiations also could make such key personnel's retention
or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation
in identifying and selecting a target business.

 Our officers and directors will allocate their time to other
businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of
interest could have a negative impact on our ability to complete our initial business combination.

 Our officers and directors are not required to,
and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our
operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior
to the completion of our initial business combination. Each of our officers is engaged in other business endeavors for which he may be
entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs.
Our independent director nominees also serve as officers and board members for other entities. If our officers' and directors'
other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels,
it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business
combination. For a complete discussion of our officers' and directors' other business affairs, please see Item 10-"Directors,
Executive Officers and Corporate Governance-Conflicts of Interest."

 Our officers and directors presently have, and any of them in
the future may have additional, fiduciary or contractual obligations to other entities and, accordingly, may have conflicts of interest
in determining to which entity a particular business opportunity should be presented.

 Following the completion of the IPO and until
we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses.
Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations
to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to
such entity. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should
be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior
to its presentation to us. Our Articles provide that, to the fullest extent permitted by applicable law: (i) no individual serving as
a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly
or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy
in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for
any director or officer, on the one hand, and us, on the other. In addition, our amended and restated articles of association will contain
provisions to exculpate and indemnify, to the maximum extent permitted by law, such persons in respect of any liability, obligation or
duty to our company that may arise as a consequence of such persons becoming aware of any business opportunity or failing to present
such business opportunity.

 In addition, our Sponsors and our officers and
directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment
ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may
present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential
conflicts would materially affect our ability to identify and pursue business combination opportunities or to complete our initial business
combination.

 For a complete discussion of our officers'
and directors' business affiliations and the potential conflicts of interest that you should be aware of, please see Item 10-"Directors,
Executive Officers and Corporate Governance-Conflicts of Interest."

 Our officers, directors, security holders and their respective
affiliates may have competitive pecuniary interests that conflict with our interests.

 We have not adopted a policy that expressly prohibits
our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment
to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business
combination with a target business that is affiliated with our Sponsors, our directors or officers or funds managed by certain of our
affiliates, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their
own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their
interests and ours.

 The personal and financial interests of our directors
and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination.
Consequently, our directors' and officers' discretion in identifying and selecting a suitable target business may result
in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate
and in our shareholders' best interest. If this were the case, and the directors fail to act in accordance with their fiduciary
duties to us as a matter of Cayman Islands law, we may have a claim against such individuals. However, we might not ultimately be successful
in any claim we may make against them for such reason.

 We may engage in a business combination with one or more target
businesses that have relationships with entities that may be affiliated with our Sponsors, officers, directors, existing holders or funds
managed by certain of our affiliates which may raise potential conflicts of interest.

 In light of the involvement of our Sponsors,
officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our Sponsors, officers, directors,
existing holders or funds managed by certain of our affiliates. Our directors also serve as officers and board members for other entities,
including, without limitation, those described under Item 10-"Directors, Executive Officers and Corporate Governance-Conflicts
of Interest." Such entities may compete with us for business combination opportunities. Our Sponsors, officers and directors are
not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they
are affiliated, and there have been no substantive discussions concerning a business combination with any such entity or entities. Although
we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction
if we determined that such affiliated entity met our criteria for a business combination as set forth in "Proposed Business-Effecting
Our Initial Business Combination-Evaluation of a Target Business and Structuring of Our Initial Business Combination" and such
transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion from
an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm regarding the fairness to our company
from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our Sponsors,
officers, directors, existing holders or funds managed by certain of our affiliates, potential conflicts of interest still may exist
and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent
any conflicts of interest.

 Certain members of our board of directors and management team
may be involved in and have a greater financial interest in the performance of other entities affiliated with our Sponsors, and such
activities may create conflicts of interest in making decisions on our behalf.

 Certain of our directors and members of our management
team may be subject to a variety of conflicts of interest relating to their responsibilities to our Sponsor and its other affiliates.
Such individuals may serve as members of management or a board of directors (or in similar such capacity) to various other affiliated
entities. Such positions may create a conflict between the advice and investment opportunities provided to such entities and the responsibilities
owed to us. The other entities in which such individuals may become involved may have investment objectives that overlap with ours. Furthermore,
certain of our principals and employees may have a greater financial interest in the performance of such other affiliated entities than
our performance. Such involvement may create conflicts of interest in sourcing investment opportunities on our behalf and on behalf of
such other entities.

 Risks Relating to Our Securities

 You will not have any rights or interests in funds from the
Trust Account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public
shares or warrants, potentially at a loss.

 Our public shareholders will be entitled to receive
funds from the Trust Account only upon the earliest to occur of: (i) our completion of an initial business combination, and then only
in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations and on
the conditions described herein, (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to
amend our Articles (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business
combination or to redeem 100% of our public shares if we do not complete our initial business combination within the Combination Period
or (B) with respect to any other material provisions relating to shareholders' rights or pre-initial business combination activity,
and (iii) the redemption of our public shares if we have not completed an initial business combination within the Combination Period,
subject to applicable law and as further described herein. In no other circumstances will a public shareholder have any right or interest
of any kind in the Trust Account. Holders of warrants will not have any right to the funds held in the Trust Account. Accordingly, to
liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

 Trading in our securities is currently suspended on Nasdaq as
a result of a delisting determination we received in connection with our failure to comply with certain continued listing standards by
December 6, 2024, which was the deadline Nasdaq had set for us to consummate the Business Combination. In order to complete the
delisting process, we expect that Nasdaq will file a Form 25-NSE with the SEC, and the delisting will become effective ten days
after such Form 25-NSE is filed. Although we expect that we will be notified by Nasdaq prior to the filing of such Form 25-NSE,
as well as prior to the release of a press release by Nasdaq announcing the delisting event, we are not at this time able to determine
when such Form 25-NSE will be filed or when the delisting of our securities from Nasdaq will be complete. The delisting of our securities
may delay, or ultimately prevent, the consummation of the Business Combination.

 While we continue to work towards its completion,
the Business Combination was not consummated as of December 6, 2024, which, as further discussed below, was the deadline Nasdaq
had provided us to consummate the Business Combination or face potential delisting from the Nasdaq exchange as a result of non-compliance with
certain of Nasdaq's continued listing requirements.

 On September 4, 2024, we received written
notice from the Listing Qualifications Department of Nasdaq indicating that since the aggregate market value of our outstanding warrants
was less than $1 million, we were no longer in compliance with the Nasdaq continued listing criteria set forth in Listing Rule 5452(b)(C) (the
"Rule"), which required us to maintain an aggregate market value of our outstanding warrants of at least $1 million
(the "Notice"). We subsequently submitted a plan to regain compliance with the Rule (the "Compliance Plan").

 On October 29, 2024, we received written
notice from Nasdaq's staff, stating that the Compliance Plan was not accepted as we had provided insufficient evidence to demonstrate
that we could effect the Compliance Plan by its 36-month expiration date of December 6, 2024, at which time our securities
would be delisted from Nasdaq in accordance with IM-5101-2, irrespective of our progress or lack thereof toward regaining compliance
with the Rule, and that the Nasdaq's staff had determined to initiate procedures to delist our warrants (and, as a result of the
warrants' inclusion therein, our units) from Nasdaq due to our non-compliance. Nasdaq suspended the trading of the Public Warrants
and our units on November 5, 2024.

 On December 10, 2024, we received a letter
from the Listing Qualifications Department of Nasdaq stating that, pursuant to Nasdaq Listing Rule IM-5101-2, Nasdaq's staff had
determined that (i) our securities will be delisted from Nasdaq, (ii) trading of our SPAC Class A Ordinary Shares, Public
Warrants, and units would be suspended at the opening of business on December 17, 2024 and (iii) a Form 25-NSE will
be filed with the SEC, which will remove our 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 we failed to complete our initial business combination by December 6, 2024, Nasdaq's
staff concluded that we did not comply with Rule IM-5101-2 and that our securities are now subject to delisting.

 As a result, trading in our securities on Nasdaq
was effectively suspended with the open of the market on December 17, 2024, and our securities are currently eligible to trade only
on the over-the-counter markets system.

 On March 21, 2025, Nasdaq filed a Form 25-NSE
in respect of our Class A ordinary shares with the SEC, and the delisting of our Class A ordinary shares will become effective on March
31, 2025.

 In order to complete the delisting process with
respect to our units and warrants, we expect that Nasdaq will file a Form 25-NSE in respect of such securities with the SEC, and the delisting
will become effective ten days after such Form 25-NSE is filed. Although we expect that we will be notified by Nasdaq prior to the filing
of such Form 25-NSE, as well as prior to the release of a press release by Nasdaq announcing the delisting event, we are not at this time
able to determine when such Form 25-NSE will be filed or when the delisting of our units and warrants from Nasdaq will be complete. However,
the filing of the Form 25-NSE by Nasdaq and the subsequent delisting of our units and warrants may occur at any time without prior notice.

 Despite the delisting of our securities from Nasdaq,
we intend to proceed with our efforts to consummate our initial Business Combination. However, Nasdaq approval of OmnigenicsAI's
initial listing application with respect to the Business Combination is a condition to such Business Combination, and there can be no
guarantee that Nasdaq will approve such initial listing application, which may delay, or ultimately prevent the consummation of the proposed
Business Combination.

 Following the suspension of trading on Nasdaq, our Class A ordinary
shares are quoted on the Pink Open Market of the OTC under the symbol "APXIF".

 There can be no assurance
that we will be able to satisfy Nasdaq's initial listing requirements, or regain compliance with Nasdaq's continued listing
requirements, in a timely manner, or at all, and such delisting may delay, or ultimately prevent, the consummation of the Business Combination.

 In order to close the Business
Combination, we will be required to demonstrate compliance with Nasdaq's initial listing requirements, which are generally more
rigorous than Nasdaq's continued listing requirements. We believe that we will be able to evidence compliance with Nasdaq's
initial listing requirements (and therefore also necessarily regain compliance with respect to all applicable continued listing requirements)
upon the consummation of the Business Combination, with such compliance being a condition to the consummation of the Business Combination.
However, there can be no guarantee that we will be able to satisfy such initial listing requirements or continued listing requirements
in a timely manner, or at all.

 Following the anticipated delisting of our securities from Nasdaq,
we could become subject to the "penny stock" rules, the ability of our investors to sell our securities will likely be adversely
impacted, and we may be unable to consummate the Business Combination in a timely manner, or at all, and would therefore be forced to
liquidate. If we are forced to liquidate, our investors would not be able to realize the benefits of owning shares in a successor operating
business, including the potential appreciation in the value of our securities following such a transaction, and any Public Warrants held
by our investors would expire worthless.

 Following the anticipated delisting of our securities
from Nasdaq, our ordinary shares could become subject to the regulations of the SEC relating to the market for penny stocks. Penny stocks
are securities with a price of less than $5.00 per share unless (i) the securities are traded on a "recognized" national
exchange or (ii) the issuer has "Net Tangible Assets" less than $2,000,000 (if the issuer has been in continuous operation
for at least three years) or $5,000,000 (if in continuous operation for less than three years), or with average annual revenues
of less than $6,000,000 for the last three years.

 The procedures applicable to penny stocks require
a broker-dealer to (i) obtain from the investor information concerning his financial situation, investment experience and investment
objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor
and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions;
(iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination
in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately
reflects the investor's financial situation, investment experience and investment objectives. The regulations applicable to penny
stocks may severely affect the market liquidity for our ordinary shares and could limit the ability of shareholders to sell our ordinary
shares in the secondary market.

 Following the anticipated delisting by Nasdaq,
if we are not able to list our securities on another national securities exchange, such securities may continue to be quoted on an over-the-counter market.
However, if this were to occur, our investors would likely face significant and material adverse consequences with respect to their investment
in us, including, but not limited:

 a limited availability
 of market quotations for our securities;

 reduced
 liquidity for our securities;

 as
 discussed above, a determination that our ordinary shares are "penny stock",
 which will require brokers trading in such ordinary shares to adhere to more stringent rules
 and which likely would serve as an additional factor that may reduce the trading activity
 in the secondary trading market for our securities;

 a
 limited amount of news and analyst coverage with respect to our securities; and

 a
 decreased ability to issue additional securities or obtain additional financing in the future,
 which may adversely impact our efforts to consummate a Business Combination and otherwise
 continue its operations.

 As a result, an investor would likely find it
more difficult to trade, or to obtain accurate price quotations for, our securities following our delisting from Nasdaq. Delisting would
likely also reduce the visibility, liquidity and value of our securities, including as a result of reduced institutional investor interest
in us, and may increase the volatility of our securities. Delisting could also cause a loss of confidence of potential business combination
partners, which could further harm our ability to consummate a business combination. Additionally, following our delisting from Nasdaq,
because we will no longer be required to comply with Nasdaq's continued listing standards, our investors will not enjoy the protections
afforded to investors by listed companies' compliance with such standards.

 An additional potential negative consequence
of delisting from the Nasdaq is that such delisting would likely lead to our securities losing their status as "covered securities."
The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating
the sale of certain securities, which are referred to as "covered securities." Because our securities are currently listed
on Nasdaq (although trading is currently suspended, as further described herein), our units, SPAC Ordinary Shares and Public Warrants
are considered covered securities under such statute. Although states are preempted from regulating the sale of our securities, this
federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent
activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state
having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho,
certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers,
to hinder the sale of securities of blank check companies in their respective states. If we were no longer listed on Nasdaq, our securities
would not be covered securities and we therefore may become subject to such additional regulation in each state resulting from the loss
of "covered securities" status, including in connection with a business combination.

 A further negative consequence of our delisting
from Nasdaq will result from the fact that the closing of the Business Combination is conditioned on the listing of the post-combination company
on Nasdaq. Although we believe that, after our securities are delisted from Nasdaq, we may still potentially be able to meet Nasdaq's
initial listing requirements via the consummation of the Business Combination, there can be no guarantee that Nasdaq will approve such
initial listing application, which may delay, or ultimately prevent the consummation of the proposed Business Combination.

 If we are unable to consummate the Business Combination
or any other business combination and are forced to liquidate, our investors would not be able to realize the benefits of owning shares
in a successor operating business, including the potential appreciation in the value of our securities following such a transaction,
and any Public Warrants held by our investors would expire worthless.

 Holders of our public shares will not be entitled to vote on
the appointment of directors prior to our initial business combination.

 Prior to our initial business combination, only
holders of Class B ordinary shares will have the right to appointment directors in any general meeting. Holders of our public shares
will not be entitled to vote on the appointment of directors during such time. Accordingly, you may not have any say in the management
of our company prior to the completion of an initial business combination.

 If we seek shareholder approval of our initial business combination
and we do not conduct redemptions pursuant to the tender offer rules, and if you or a "group" of shareholders are deemed
to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our
Class A ordinary shares.

 If we seek shareholder approval of our initial
business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer
rules, our Articles provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom
such shareholder is acting in concert or as a "group" (as defined under Section 13 of the Exchange Act), will be restricted
from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in the IPO without our prior consent,
which we refer to as the "Excess Shares." However, we would not be restricting our shareholders' ability to vote all
of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares
will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your
investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with
respect to the Excess Shares if we complete our initial business combination. As a result, you will continue to hold that number of shares
exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially
at a loss.

 Our warrant agreement designates the courts of the State of
New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types
of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain
a favorable judicial forum for disputes with our company.

 Our warrant agreement provides that, subject
to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including
under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for
the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive
forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum.

 Notwithstanding the foregoing, these provisions
of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim
for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing
or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions
in our warrant agreement. If any action, the subject matter of which is within the scope of the forum provisions of our warrant agreement,
is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New
York (a "foreign action") in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x)
the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any
such court to enforce the forum provisions (an "enforcement action"), and (y) having service of process made upon such warrant
holder in any such enforcement action by service upon such warrant holder's counsel in the foreign action as agent for such warrant
holder.

 This choice-of-forum provision may limit a warrant
holder's ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage
such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect
to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters
in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result
in a diversion of the time and resources of our management and board of directors.

 If we are deemed to be an investment company for purposes of
the Investment Company Act of 1940, as amended (the "Investment Company Act"), we would be required to institute burdensome
compliance requirements and our activities would be severely restricted and, as a result, we may abandon our efforts to consummate an
initial business combination and liquidate.

 There is currently uncertainty concerning the
applicability of the Investment Company Act to a SPAC. It is possible that a claim could be made that we have been operating as an unregistered
investment company. This risk may be increased if we continue to hold the funds in the Trust Account in short-term U.S. government treasury
obligations or in money market funds invested exclusively in such securities, rather than instructing the trustee to liquidate the securities
in the Trust Account and hold the funds in the Trust Account in cash.

 If we are deemed to be an investment company
under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance
requirements. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment
Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment
Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless
we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to
complete an initial business combination and instead to liquidate. If we are required to liquidate, our shareholders would not be able
to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our stock
and warrants following such a transaction, and our warrants would expire worthless.

 If we instruct the trustee to liquidate the securities held
in the Trust Account and instead to hold the funds in the Trust Account in cash in order to seek to mitigate the risk that we could be
deemed to be an investment company for purposes of the Investment Company Act, we would likely receive minimal interest, if any, on the
funds held in the Trust Account, which would reduce the dollar amount the public shareholders would receive upon any redemption or liquidation
of the Company.

 The funds in the Trust Account have, since the
IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely
in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to
mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A)
of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time, on or prior to the
24-month anniversary of the effective date of the IPO Registration Statement, instruct the trustee with respect to the Trust Account
to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds
in the Trust Account in an interest-bearing demand deposit account held at a bank until the earlier of consummation of an initial business
combination or liquidation of the Company. Following such liquidation of the securities held in the Trust Account, we would likely receive
minimal interest, if any, on the funds held in the Trust Account. However, interest previously earned on the funds held in the Trust
Account still may be released to us to pay our taxes, if any. As a result, any decision to liquidate the securities held in the Trust
Account and thereafter to hold all funds in the Trust Account in an interest-bearing demand deposit account held at a bank would reduce
the dollar amount the public shareholders would receive upon any redemption or liquidation of the Company. As of the date of this proxy
statement, we have not yet made any such determination to liquidate the securities held in the Trust Account.

 In addition, even prior to the 24-month anniversary
of the effective date of the IPO Registration Statement, we may be deemed to be an investment company. The longer that the funds in the
Trust Account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities,
even prior to the 24-month anniversary, the greater the risk that we may be considered an unregistered investment company, in which case
we may be required to liquidate the Company. Accordingly, we may determine, in our discretion, to liquidate the securities held in the
Trust Account at any time, even prior to the 24-month anniversary, and instead hold all funds in the Trust Account in an interest-bearing
demand deposit account held at a bank, which would further reduce the dollar amount the public shareholders would receive upon any redemption
or liquidation of the Company. As of the date of this proxy statement, we have not yet made any such determination to liquidate the securities
held in the Trust Account.

 You will not be permitted to exercise your warrants unless we
register and qualify the underlying Class A ordinary shares or certain exemptions are available.

 If the issuance of the Class A ordinary shares
upon exercise of the warrants is not registered, qualified or exempt from registration or qualification under the Securities Act and
applicable state securities laws, holders of warrants will not be entitled to exercise such warrants and such warrants may have no value
and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit
purchase price solely for the Class A ordinary shares included in the units.

 Under the terms of the warrant agreement, we
have agreed that, as soon as practicable, but in no event later than 15 business days, after the closing of our initial business combination,
we will use our commercially reasonable efforts to file with the SEC a registration statement covering the registration under the Securities
Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use our commercially reasonable efforts
to cause the same to become effective within 60 business days following our initial business combination and to maintain a current prospectus
relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration or redemption of the warrants in
accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts
or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial
statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.

 If the Class A ordinary shares issuable upon
exercise of the warrants are not registered under the Securities Act, under the terms of the warrant agreement, holders of warrants who
seek to exercise their warrants will not be permitted to do so for cash and, instead, will be required to do so on a cashless basis,
in which case the number of Class A ordinary shares that the holders of warrants will receive upon cashless exercise will be based on
a formula subject to a maximum number of shares equal to 0.361 Class A ordinary shares per warrant (subject to adjustment).

 In no event will warrants be exercisable for
cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the
issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder,
or an exemption from registration or qualification is available.

 If our Class A ordinary shares are at the time
of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of "covered securities"
under Section 18(b)(1) of the Securities Act, we may, at our option, not permit holders of warrants who seek to exercise their warrants
to do so for cash and, instead, require them to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act; in
the event we so elect, we will not be required to file or maintain in effect a registration statement or register or qualify the shares
underlying the warrants under applicable state securities laws, and in the event we do not so elect, we will use our commercially reasonable
efforts to register or qualify the shares underlying the warrants under applicable state securities laws to the extent an exemption is
not available.

 In no event will we be required to net cash settle
any warrant, or issue securities (other than upon a cashless exercise as described above) or other compensation in exchange for the warrants
in the event that we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state
securities laws. Our ability to require holders of our warrants to exercise such warrants on a cashless basis after we call the warrants
for redemption or if there is no effective registration statement covering the Class A ordinary shares issuable upon exercise of these
warrants will cause holders to receive fewer Class A ordinary shares upon their exercise of the warrants than they would have received
had they been able to pay the exercise price of their warrants in cash.

 If we call the warrants for redemption, we will
have the option, in our sole discretion, to require all holders that wish to exercise warrants to do so on a cashless basis in the circumstances
described in "Description of Securities-Warrants-Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds
$10.00." If we choose to require holders to exercise their warrants on a cashless basis or if holders elect to do so when there
is no effective registration statement, the number of Class A ordinary shares received by a holder upon exercise will be fewer than it
would have been had such holder exercised his or her warrant for cash. For example, if the holder is exercising 875 public warrants at
$11.50 per share through a cashless exercise when the Class A ordinary shares have a fair market value of $17.50 per share when there
is no effective registration statement, then upon the cashless exercise, the holder will receive 300 Class A ordinary shares. The holder
would have received 875 Class A ordinary shares if the exercise price was paid in cash. This will have the effect of reducing the potential
"upside" of the holder's investment in our company because the warrant holder will hold a smaller number of Class A
ordinary shares upon a cashless exercise of the warrants they hold.

 The grant of registration rights to our initial shareholders
and holders of our private placement warrants may make it more difficult to complete our initial business combination, and the future
exercise of such rights may adversely affect the market price of our Class A ordinary shares.

 Our initial shareholders and their permitted
transferees can demand that we register the Class A ordinary shares into which founder shares are convertible, holders of our private
placement warrants and their permitted transferees can demand that we register the private placement warrants and the Class A ordinary
shares issuable upon exercise of the private placement warrants, and holders of securities that may be issued upon conversion of working
capital loans may demand that we register such units, shares, warrants or the Class A ordinary shares issuable upon exercise of such
warrants. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities
for trading in the public market may have an adverse effect on the market price of our Class A ordinary shares. In addition, the existence
of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the shareholders
of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the
negative impact on the market price of our Class A ordinary shares that is expected when the ordinary shares owned by our initial shareholders,
holders of our private placement warrants or holders of our working capital loans or their respective permitted transferees are registered.

 We may issue additional Class A ordinary shares or preferred
shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination.
We may also issue Class A ordinary shares upon the conversion of the founder shares at a ratio greater than one-to-one at the time of
our initial business combination as a result of the anti-dilution provisions contained therein. Any such issuances would dilute the interest
of our shareholders and likely present other risks.

 Our Articles authorizes the issuance of up to
200,000,000 Class A ordinary shares, par value $0.0001 per share, 20,000,000 Class B ordinary shares, par value $0.0001 per share, and
1,000,000 preferred shares, par value $0.0001 per share. There are 199,479,944 and 20,000,000 authorized but unissued Class A ordinary
shares and Class B ordinary shares, respectively, available for issuance which amount does not take into account shares reserved for
issuance upon exercise of outstanding warrants. There are no preferred shares issued and outstanding.

 We may issue a substantial number of additional
Class A ordinary shares or preferred shares to complete our initial business combination or under an employee incentive plan after completion
of our initial business combination. However, our Articles provide, among other things, that prior to our initial business combination,
we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote on
any initial business combination. These provisions of our Articles, like all provisions of our Articles, may be amended with a shareholder
vote. The issuance of additional ordinary or preferred shares:

 may
 significantly dilute the equity interest of investors in the IPO;

 may
 subordinate the rights of holders of Class A ordinary shares if preferred shares are issued
 with rights senior to those afforded our Class A ordinary shares;

 could
 cause a change in control if a substantial number of Class A ordinary shares are issued,
 which may affect, among other things, our ability to use our net operating loss carry forwards,
 if any, and could result in the resignation or removal of our present officers and directors;

 may
 adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants;
 and

 may
 not result in adjustment to the exercise price of our warrants.

 In order to effectuate an initial business combination, special
purpose acquisition companies, including us, have, in the recent past, amended various provisions of their charters and other governing
instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our Articles or governing instruments
in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.

 In order to effectuate a business combination,
special purpose acquisition companies have, in the recent past, amended various provisions of their charters and governing instruments,
including their warrant agreements. For example, special purpose acquisition companies have amended the definition of business combination,
increased redemption thresholds and extended the time to consummate an initial business combination and, with respect to their warrants,
amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our Articles requires
a special resolution under Cayman Islands law, which requires the affirmative vote of at least two-thirds of the shareholders who attend
and vote at a general meeting of the company, and amending our warrant agreement will require a vote of holders of at least 65% of the
public warrants and, solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant
agreement with respect to the private placement warrants, at least 65% of the then outstanding private placement warrants (except for
provisions of the warrant agreement enabling amendments without shareholder or warrant holder approval that are necessary in the good
faith determination of our board of directors (taking into account then existing market precedents) to allow for the warrants to be classified
as equity in our financial statements (provided that any modifications or amendments that would increase the warrant price or shorten
the exercise period shall require the approval of the warrant holders in accordance with the warrant agreement)). In addition, our Articles
require us to provide our public shareholders with the opportunity to redeem their public shares for cash if we propose an amendment
to our Articles (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination
or to redeem 100% of our public shares if we do not complete an initial business combination within the Combination Period or (B) with
respect to any other material provisions relating to shareholders' rights or pre-initial business combination activity. To the
extent any of such amendments would be deemed to fundamentally change the nature of the securities offered through this registration
statement, we would register, or seek an exemption from registration for, the affected securities. For example, on December 4, 2024,
we amended our Articles to extend the time to complete the initial business combination from December 9, 2024 to December 9, 2025 (i.e.,
for up to a period ending 48 months after the consummation of the IPO). Therefore, our public shareholders had the opportunity to redeem
their shares upon the approval of the amendment to our Articles. We cannot assure you that we will not seek to amend our charter or governing
instruments or extend the time to consummate an initial business combination in order to effectuate our initial business combination.

 The provisions of our Articles that relate to our pre-business
combination activity (and corresponding provisions of the agreement governing the release of funds from our Trust Account) may be amended
with the approval of holders of not less than two-thirds (or such higher threshold as specified in the company's amended and restated
articles of association) of our ordinary shares who attend and vote at a general meeting of the company (or 65% of our ordinary shares
who attend and vote at a general meeting of the company with respect to amendments to the trust agreement governing the release of funds
from our Trust Account), which is a lower amendment threshold than that of some other special purpose acquisition companies. It may be
easier for us, therefore, to amend our Articles to facilitate the completion of an initial business combination that some of our shareholders
may not support.

 Our Articles provide that any of its provisions
related to pre-business combination activity (including the requirement to deposit proceeds of the IPO and the private placement of warrants
into the Trust Account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders
as described herein) may be amended if approved by a special resolution under Cayman Islands law which requires the affirmative vote
of at least two-thirds of the shareholders who attend and vote at a general meeting of the company, and corresponding provisions of the
trust agreement governing the release of funds from our Trust Account may be amended if approved by holders of 65% of our ordinary shares
who attend and vote at a general meeting of the company. Our initial shareholders, who will collectively beneficially own 89.2% of our
issued and outstanding ordinary shares entitled to vote thereon (assuming they do not purchase any securities in the open market), will
participate in any vote to amend our Articles and/or trust agreement and will have the discretion to vote in any manner they choose.
As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our
pre-business combination behavior more easily than some other special purpose acquisition companies, and this may increase our ability
to complete a business combination with which you do not agree. Our shareholders may pursue remedies against us for any breach of our
Articles.

 Our Sponsors, officers and directors have agreed,
pursuant to a written agreement with us, that they will not propose any amendment to our Articles (A) to modify the substance or timing
of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we
do not complete our initial business combination within the Combination Period or (B) with respect to any other material provisions relating
to shareholders' rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity
to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released
to us to pay our taxes, divided by the number of then outstanding public shares. Our shareholders are not parties to, or third-party
beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our Sponsors, officers or directors
for any breach of these agreements. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative
action, subject to applicable law.

 We may amend the terms of the warrants in a manner that may
be adverse to holders of public warrants with the approval by the holders of at least 65% of the then outstanding public warrants, or
for amendments necessary for the warrants to be classified as equity. As a result, the exercise price of your warrants could be increased,
the exercise period could be shortened and the number of Class A ordinary shares purchasable upon exercise of a warrant could be decreased,
all without your approval.

 Our warrants will be issued in registered form
under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides
that the terms of the warrants may be amended without the consent of any shareholder or warrant holder to cure any ambiguity or correct
any defective provision or to make any amendments that are necessary in the good faith determination of our board of directors (taking
into account then existing market precedents) to allow for the warrants to be classified as equity in our financial statements (provided
that any modifications or amendments that would increase the warrant price or shorten the exercise period shall require the approval
of the warrant holders in accordance with the warrant agreement), but otherwise requires the approval by the holders of at least 65%
of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants;
provided that any amendment that solely affects the terms of the private placement warrants or any provision of the warrant agreement
solely with respect to the private placement warrants will also require at least 65% of the then outstanding private placement warrants.
Accordingly, we may amend the terms of the public warrants (i) in a manner adverse to a holder of public warrants if holders of at least
65% of the then outstanding public warrants approve of such amendment or (ii) to the extent necessary for the warrants in the good faith
determination of our board of directors (taking into account then existing market precedents) to allow for the warrants to be classified
as equity in our financial statements without the consent of any shareholder or warrant holder (provided that any modifications or amendments
that would increase the warrant price or shorten the exercise period shall require the approval of the warrant holders in accordance
with the warrant agreement). Although our ability to amend the terms of the public warrants with the consent of at least 65% of the then
outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise
price of the warrants, convert the warrants into cash or shares, shorten the exercise period or decrease the number of Class A ordinary
shares purchasable upon exercise of a warrant.

 A provision of our warrant agreement may make it more difficult
for us to consummate an initial business combination.

 If (i) we issue additional ordinary shares or
equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued
Price of less than $9.20 per Class A ordinary share, (ii) the aggregate gross proceeds from such issuances represent more than 60% of
the total equity proceeds, and interest thereon, available for the funding of our initial business combination (net of redemptions),
and (iii) the Market Value of our Class A ordinary shares is below $9.20 per share, the exercise price of the warrants will be adjusted
(to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption
trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price,
and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value
and the Newly Issued Price. This may make it more difficult for us to consummate an initial business combination with a target business.

 Our warrants will be accounted for as a warrant liability and
will be recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse effect
on the market price of our Class A ordinary shares or may make it more difficult for us to consummate an initial business combination.

 Following the consummation of the IPO and the
concurrent issuance of the private placement warrants to APx Sponsor, we account for the 17,575,000 warrants issued in connection with
the IPO (the 8,625,000 warrants included in the units and the 8,950,000 private placement warrants) in accordance with the guidance contained
in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant
must be recorded as a liability. Accordingly, we classify each of the warrants as a liability at its fair value as determined by the
company based upon a valuation report obtained from its independent third-party valuation firm. The impact of changes in fair value on
earnings may have an adverse effect on the market price of our Class A ordinary shares. In addition, potential targets may seek a blank
check company that does not have warrants that are accounted for as a warrant liability, which may make it more difficult for us to consummate
an initial business combination with a target business.

 In the past, we identified material weaknesses in our internal
control over financial reporting related to errors in warrant liabilities, errors in proper accounting of related party gains, classification
of temporary and permanent equity, classification errors in statement of cash flows, accuracy and completeness of accounts payable and
accrued expenses, accrued interest receivable and redemption value of ordinary shares subject to redemption. If we are unable to maintain
an effective system of disclosure controls and procedures and internal control over financial reporting, we may not be able to accurately
report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect
our business and financial results.

 In connection with our audit as of and for the
period from May 13, 2021 (inception) through December 31, 2021, we identified a material weakness in our internal control over financial
reporting related to our accounting for warrant liabilities. In addition, in connection with our preparation of the Company's Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2022, we identified another material weakness related to the classification
of temporary equity versus permanent equity in our financial statements filed with the SEC. While we offered the units in the IPO at
an offering price of $10.00 per unit, we deposited in the Trust Account $10.20 per Class A ordinary share, implying an initial value
of $10.20 per Class A ordinary share. After discussion and evaluation, we have concluded that the value then of each Class A ordinary
share should have been considered $10.20 instead of $10.00.

 As a result, we concluded that our disclosure
controls were not effective, as of December 31, 2024, because of material weaknesses in our internal control over financial reporting
related to errors in warrant liabilities, errors in proper accounting of related
party gains, classification of temporary and permanent equity, classification errors in statement of cash flows, accuracy and completeness
of accounts payable and accrued expenses, accrued interest receivable and redemption value of ordinary shares subject to redemption.

 A material weakness is a deficiency, or combination
of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement
of our annual or interim financial statements will not be prevented or detected on a timely basis. Effective internal controls are necessary
for us to provide reliable financial reports and prevent fraud. We have and continue to take steps to remediate the material weakness,
but there is no assurance that any remediation efforts will ultimately have the intended effects.

 If we identify any new material weaknesses in
the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or
disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable
to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange
listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot
assure stockholders that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential
future material weaknesses.

 We may redeem your unexpired warrants prior to their exercise
at a time that is disadvantageous to you, thereby making your warrants worthless.

 We have the ability to redeem the outstanding
warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, if, among other things,
the Reference Value equals or exceeds $18.00 per share (subject to certain adjustments). If and when the warrants become redeemable by
us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable
state securities laws. Redemption of the outstanding warrants as described above could force you to (i) exercise your warrants and pay
the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market
price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding
warrants are called for redemption, we expect would be substantially less than the Market Value of your warrants. None of the private
placement warrants will be redeemable by us so long as they are held by our Sponsor or their respective permitted transferees.

 In addition, we have the ability to redeem the
outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among
other things, the Reference Value equals or exceeds $10.00 per share (subject to certain adjustments). In such a case, the holders will
be able to exercise their warrants prior to redemption for a number of our Class A ordinary shares determined based on the redemption
date and the fair market value of our Class A ordinary shares. The value received upon exercise of the warrants (1) may be less than
the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher
and (2) may not compensate the holders for the value of the warrants, including because the number of ordinary shares received is capped
at 0.361 of our Class A ordinary shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants.

 Our warrants may have an adverse effect on the market price
of our Class A ordinary shares and make it more difficult to effectuate our initial business combination.

 We issued warrants to purchase 8,625,000 Class
A ordinary shares as part of the units offered by the IPO prospectus and, simultaneously with the closing of the IPO, we issued in a
private placement an aggregate of 8,950,000 private placement warrants, at $1.00 per warrant. To the extent we issue ordinary shares
to effectuate a business transaction, the potential for the issuance of a substantial number of additional Class A ordinary shares upon
exercise of these warrants could make us a less attractive acquisition vehicle to a target business. Such warrants, when exercised, will
increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete
the business transaction. Therefore, our warrants may make it more difficult to effectuate a business transaction or increase the cost
of acquiring the target business.

 Because each unit contains one-half of one warrant and only
a whole warrant may be exercised, the units may be worth less than units of other special purpose acquisition companies.

 Each unit contains one-half of one warrant. Pursuant
to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole units will trade. If, upon
exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down
to the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder. We have established the components
of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants
will be exercisable in the aggregate for one-half of the number of shares, thus making us, we believe, a more attractive merger partner
for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if it included a warrant to purchase
one whole share.

 There is currently limited market for our securities, which
would adversely affect the liquidity and price of our securities.

 There is currently limited market for our securities.
Shareholders therefore have access to limited information about prior market history on which to base their investment decision. The
price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions,
including as a result of future pandemic and geopolitical events, including political unrest in the Middle East. Furthermore, an active
trading market for our securities may not be sustained. You may be unable to sell your securities unless a market can be sustained.

 Provisions in our Articles may inhibit a takeover of us, which
could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management.

 Our Articles contain provisions that may discourage
unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include a staggered board
of directors and the ability of the board of directors to designate the terms of and issue new series of preferred shares, which may
make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over
prevailing market prices for our securities.

 Risks Relating to Acquiring and Operating a Business in Foreign
Countries

 If we effect our initial business combination with a company
located outside of the United States, we would be subject to a variety of additional risks that may adversely affect us.

 We intend to pursue a target company with operations
or opportunities outside of the United States for our initial business combination, which may subject us to additional burdens in connection
with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination,
we would be subject to a variety of additional risks that may negatively impact our operations.

 If we pursue a target a company with operations
or opportunities outside of the United States for our initial business combination, we would be subject to risks associated with cross-border
business combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting
due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes
in the purchase price based on fluctuations in foreign exchange rates.

 If we effect our initial business combination
with such a company, we would be subject to any special considerations or risks associated with companies operating in an international
setting, including any of the following:

 costs
 and difficulties inherent in managing cross-border business operations, including differences
 between U.S. GAAP and the International Accounting Standards;

 rules
 and regulations regarding currency redemption;

 complex
 corporate withholding taxes on individuals;

 laws
 governing the manner in which future business combinations may be effected;

 exchange
 listing and/or delisting requirements;

 tariffs
 and trade barriers;

 regulations
 related to customs and import/export matters;

 local
 or regional economic policies and market conditions;

 unexpected
 changes in regulatory requirements;

 challenges
 in managing and staffing international operations;

 longer
 payment cycles;

 tax
 issues, such as tax law changes and variations in tax laws as compared to the United States;

 currency
 fluctuations and exchange controls;

 rates
 of inflation;

 challenges
 in collecting accounts receivable;

 cultural
 and language differences;

 employment
 regulations;

 underdeveloped
 or unpredictable legal or regulatory systems;

 corruption;

 protection
 of intellectual property;

 social
 unrest, crime, strikes, riots and civil disturbances;

 regime
 changes and political upheaval;

 terrorist
 attacks and wars; and

 deterioration
 of political relations with the United States.

 We may not be able to adequately address these
additional risks. If we were unable to do so, we may be unable to complete such initial business combination, or, if we complete such
initial business combination, our operations might suffer, either of which may adversely impact our business, financial condition and
results of operations.

 If our management following our initial business combination
is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which
could lead to various regulatory issues.

 Following our initial business combination, our
management may resign from their positions as officers or directors of the company and the management of the target business at the time
of the business combination will remain in place. Management of the target business may not be familiar with United States securities
laws. If new management is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar
with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our
operations.

 After our initial business combination, substantially all of
our assets may be located in a foreign country and substantially all of our revenue will be derived from our operations in such country.
Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and legal policies,
developments and conditions in the country in which we operate.

 The economic, political and social conditions,
as well as government policies, of the country in which our operations are located could affect our business. Economic growth could be
uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future
such country's economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in
certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find
an attractive target business with which to consummate our initial business combination and if we effect our initial business combination,
the ability of that target business to become profitable.

 Exchange rate fluctuations and currency policies may cause a
target business' ability to succeed in the international markets to be diminished.

 In the event we acquire a non-U.S. target, all
revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and distributions, if
any, could be adversely affected by reductions in the value of the local currency. The value of the currencies in our target regions
fluctuate and are affected by, among other things, changes in political and economic conditions. Any change in the relative value of
such currency against our reporting currency may affect the attractiveness of any target business or, following consummation of our initial
business combination, our financial condition and results of operations. Additionally, if a currency appreciates in value against the
dollar prior to the consummation of our initial business combination, the cost of a target business as measured in dollars will increase,
which may make it less likely that we are able to consummate such transaction.

 We may reincorporate in another jurisdiction in connection with
our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements, we may
not be able to enforce our legal rights and such reincorporation may result in taxes imposed on shareholders or warrant holders.

 In connection with our initial business combination,
we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction. If we determine to do this, the
laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and the enforcement of existing
laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce
or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.

 In addition, if we determine to relocate the
home jurisdiction of our business from the Cayman Islands to another jurisdiction, our initial business combination may require a shareholder
or warrant holder to recognize taxable income in the jurisdiction in which the shareholder or warrant holder is a tax resident or in
which its members are resident if it is a tax transparent entity (or may otherwise result in adverse tax consequences). We do not intend
to make any cash distributions to shareholders or warrant holders to pay such taxes. Shareholders or warrant holders may be subject to
withholding taxes or other taxes with respect to their ownership of us after the reincorporation.

 We are subject to changing law and regulations regarding regulatory
matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.

 We are subject to rules and regulations by various
governing bodies, including, for example, the Securities and Exchange Commission, which are charged with the protection of investors
and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law.
Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased
general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance
activities.

 Moreover, because these laws, regulations and
standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available.
This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions
to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may
be subject to penalty and our business may be harmed.

 We may be a passive foreign investment company, or "PFIC,"
which could result in adverse U.S. federal income tax consequences to U.S. investors.

 If we are a PFIC for any taxable year (or portion
thereof) that is included in the holding period of a U.S. Holder of our Class A ordinary shares or warrants, the U.S. Holder may be subject
to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our current
and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception. Depending on the particular circumstances,
the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the
start-up exception. Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any
subsequent taxable year. Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable
year (and, in the case of the start-up exception, potentially not until after the two taxable years following our current taxable year).
Moreover, if we determine we are a PFIC for any taxable year, we will endeavor to provide to a U.S. Holder a PFIC Annual Information
Statement in order to enable the U.S. Holder to make and maintain a "qualified electing fund" election, but there can be
no assurance that we will timely provide such required information, and such election would be unavailable with respect to our warrants
in all cases. We urge U.S. investors to consult their tax advisers regarding the possible application of the PFIC rules.

 It is possible that a majority of our directors and officers
will live outside the United States and all of our assets will be located outside the United States; therefore, investors may not be
able to enforce federal securities laws or their other legal rights.

 It is possible that after our initial business
combination, a majority of our directors and officers will reside outside of the United States and all of our assets will be located
outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to
enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United States
courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws.

 We are exposed to certain risks that are particular to investing
in emerging and other markets.

 In seeking significant investment exposure in
Latin American countries, we are subject to political, economic, legal, operational and other risks that are inherent to operating and
investing in these countries. These risks range from difficulties in settling transactions in emerging markets due to possible nationalization,
expropriation, price controls and other restrictive governmental actions. We may also face the risk that exchange controls or similar
restrictions imposed by foreign governmental authorities may restrict our ability to convert local currency received or held by us in
their countries into U.S. dollars or other currencies, or to take those dollars or other currencies out of those countries.

 We may be subject to an excise tax under the Inflation Reduction
Act of 2022 in connection with redemptions of our ordinary shares.

 The Inflation Reduction Act of 2022, enacted
in August 2022, imposes a 1% excise tax on the fair market value of stock repurchased by "covered corporations" beginning
in 2023, with certain exceptions (the "Excise Tax"). The Excise Tax is imposed on the repurchasing corporation itself, not
its stockholders. Because we are a "blank check" Cayman Islands corporations with no subsidiaries or previous merger or acquisition
activity, we are not currently a "covered corporation" for this purpose. The amount of the Excise Tax is generally equal
to 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the Excise
Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value
of stock repurchases during the same taxable year. In addition, there are certain other exceptions to the Excise Tax. The U.S. Department
of the Treasury has been given authority to issue regulations or other guidance to carry out, and to prevent the avoidance of, the Excise
Tax. The Treasury and the IRS recently have issued preliminary guidance regarding the application of this excise tax, but there can be
no assurance that this guidance will be finally adopted in its current form. A repurchase that occurs in connection with a business combination
with a U.S. target company might be subject to the Excise Tax, depending on the structure of the business combination and other transactions
that might be engaged in during the relevant year.

 General Risk Factors

 Our independent registered public accounting firm's report
contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a "going concern."

 At December 31, 2024, we had $120 in operating
cash and a working capital deficit of $4,765,415, excluding accrued interest receivable as it is not available for working capital purposes.
We have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. We have until the
end of the Combination Period to complete our initial business combination which automatically triggers substantial doubt about our ability
to continue as a going concern. There is no assurance that the initial business combination will be successful or successful within the
Combination Period. The financial statements contained elsewhere in this Form 10-K do not include any adjustments that might result from
our inability to continue as a going concern.

 Past performance by our management team, our Sponsors and their
respective affiliates, including investments and transactions in which they have participated and businesses with which they have been
associated, may not be indicative of future performance of an investment in the company.

 Information regarding our management team and
their affiliates, including investments and transactions in which they have participated and businesses with which they have been associated,
is presented for informational purposes only. Any past experience and performance by our management team and their affiliates and the
businesses with which they have been associated, is not a guarantee that we will be able to successfully identify a suitable candidate
for our initial business combination, that we will be able to provide positive returns to our shareholders, or of any results with respect
to any initial business combination we may consummate. You should not rely on the historical experiences of our management team and their
affiliates, including investments and transactions in which they have participated and businesses with which they have been associated,
as indicative of the future performance of an investment in us or as indicative of every prior investment by each of the members of our
management team or their affiliates. The market price of our securities may be influenced by numerous factors, many of which are beyond
our control, and our shareholders may experience losses on their investment in our securities.

 Changes in the market for directors and officers liability insurance
could make it more difficult and more expensive for us to negotiate and complete an initial business combination.

 In recent months, the market for directors and
officers liability insurance for special purpose acquisition companies has changed in ways adverse to us and our management team. Fewer
insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally
increased and the terms of such policies have generally become less favorable. These trends may continue into the future.

 The increased cost and decreased availability
of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial
business combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a
public company, the post-business combination entity might need to incur greater expense and/or accept less favorable terms. Furthermore,
any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combination's
ability to attract and retain qualified officers and directors.

 In addition, after completion of any initial
business combination, our directors and officers could be subject to potential liability from claims arising from conduct alleged to
have occurred prior to such initial business combination. As a result, in order to protect our directors and officers, the post-business
combination entity may need to purchase additional insurance with respect to any such claims ("run-off insurance"). The need
for run-off insurance would be an added expense for the post-business combination entity and could interfere with or frustrate our ability
to consummate an initial business combination on terms favorable to our investors.

 Cyber incidents or attacks directed at us could result in information
theft, data corruption, operational disruption and/or financial loss.

 We depend on digital technologies, including
information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated
and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties
or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data.
As an early stage company without significant investments in data security protection, we may not be sufficiently protected against such
occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to,
cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business
and lead to financial loss. See Item 1.C. "Cybersecurity."

 We may not have sufficient funds to satisfy indemnification
claims of our directors and officers.

 We have agreed to indemnify our officers and
directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest
or claim of any kind in or to any monies in the Trust Account and to not seek recourse against the Trust Account for any reason whatsoever.
Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the Trust
Account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and directors may discourage
shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may
have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if
successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder's investment may be adversely affected
to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

 Changes in laws or regulations, or a failure to comply with
any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination,
and results of operations.

 We are subject to laws and regulations enacted
by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements.
Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations
and their interpretation and application may also change from time to time and those changes could have a material adverse effect on
our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted
and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business
combination, and results of operations.

 We are an emerging growth company and a smaller reporting company
within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging
growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult
to compare our performance with other public companies.

 We are an "emerging growth company"
within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not
being required to comply with the auditor internal controls attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced
disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously
approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth
company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our
Class A ordinary shares held by non-affiliates equals or exceeds $700 million as of any September 30 before that time, in which case
we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities
less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance
on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading
market for our securities and the trading prices of our securities may be more volatile.

 Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when
a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company,
can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our
financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has
opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards
used.

 Additionally, we are a "smaller reporting
company" as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure
obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting
company until the last day of any fiscal year for so long as either (1) the market value of our ordinary shares held by non-affiliates
did not exceed $700 million as of the prior June 30, or (2) our annual revenues did not exceed $700 million during such completed fiscal
year and the market value of our ordinary shares held by non-affiliates did not equal or exceed $700 million as of the prior June 30.
To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with
other public companies difficult or impossible.

 Compliance obligations under the Sarbanes-Oxley Act may make
it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and
increase the time and costs of completing an initial business combination.

 Section 404 of the Sarbanes-Oxley Act required
that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December
31, 2024. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging
growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal
control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with
the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact
that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared
to other

 public companies because a target business with which we seek to complete
our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal
controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the
time and costs necessary to complete any such business combination.

 Because we are incorporated under the laws of the Cayman Islands,
you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be
limited.

 We are an exempted company incorporated under
the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States
upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers.

 Our corporate affairs will be governed by our
Articles, the Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands.
We will also be subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors,
actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent
governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited
judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority,
but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors
under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United
States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states,
such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies
may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

 We have been advised by Maples and Calder (Cayman)
LLP, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments
of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or
any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability
provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are
penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the
United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction
without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an
obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced
in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a
fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained
in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards
of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings
if concurrent proceedings are being brought elsewhere.

 As a result of all of the above, public shareholders
may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors
or controlling shareholders than they would as public shareholders of a United States company.

 ITEM IB. UNRESOLVED STAFF COMMENTS.

 None.

 ITEM IC. CYBERSECURITY.

 Although, as a blank check company, we do not have any operations,
we are nonetheless subject to the risk of cybersecurity incidents. Among other things, the investments in our Trust Account and bank deposits
may be vulnerable to such incidents, and we may depend on the digital technologies of third parties. We and third parties may be subject
to cybersecurity attacks or security breaches. To the extent that we rely on the technologies of third parties, we depend upon the personnel
and the processes of such third parties to protect against cybersecurity incidents, and we have no personnel or processes of our own for
this purpose. In the event of a cybersecurity incident impacting us, our management will report to our board of directors and provide
updates on our management's incident response plan for addressing and mitigating any risks associated with such an incident. As
an early stage company without significant investments in data security protection, we may not be sufficiently protected against such
occurrences. We also lack sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber
incidents. It is possible that any of these occurrences, or a combination of them, could have material adverse consequences on our business
and lead to financial loss. We have not encountered any cybersecurity incidents since our initial public offering. In addition to our
own cybersecurity risks, any proposed Business Combination target, such as OmnigenicsAI, may have been subject to, or may in the future
be subject to, cybersecurity incidents.

 ITEM 2. PROPERTIES.

 We currently maintain our executive offices at
714 Westview Avenue, Nashville, Tennessee 37205. We consider our current office space adequate for our current operations.

 ITEM 3. LEGAL PROCEEDINGS.

 As of December 31, 2024, to the knowledge of
our management, there was no material litigation, arbitration or governmental proceeding pending against us or any members of our management
team in their capacity as such, and we and the members of our management team have not been subject to any such proceeding.

 ITEM 4. MINE SAFETY DISCLOSURES.

 Not applicable.

 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED
SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 Market Information

 Our units, Class A ordinary shares and warrants
listed on the Nasdaq under the symbols "APXIU," "APXI" and "APXIW," respectively.

 On October 29, 2024, we received written
notice from Nasdaq's staff, stating that the Compliance Plan was not accepted as we had provided insufficient evidence to demonstrate
that we could effect the Compliance Plan by its 36-month expiration date of December 6, 2024, at which time our securities
would be delisted from Nasdaq in accordance with IM-5101-2, irrespective of our progress or lack thereof toward regaining compliance
with the Rule, and that the Nasdaq's staff had determined to initiate procedures to delist our warrants (and, as a result of the
warrants' inclusion therein, our units) from Nasdaq due to our non-compliance. Nasdaq suspended the trading of the Public Warrants
and our units on November 5, 2024.

 On December 10, 2024, we received a letter
from the Listing Qualifications Department of Nasdaq stating that, pursuant to Nasdaq Listing Rule IM-5101-2, Nasdaq's staff had
determined that (i) our securities will be delisted from Nasdaq, (ii) trading of our SPAC Class A Ordinary Shares, Public
Warrants, and units would be suspended at the opening of business on December 17, 2024 and (iii) a Form 25-NSE will
be filed with the SEC, which will remove our 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 we failed to complete our initial business combination by December 6, 2024, Nasdaq's
staff concluded that we did not comply with Rule IM-5101-2 and that our securities are now subject to delisting.

 As a result, trading in our securities on Nasdaq
was effectively suspended with the open of the market on December 17, 2024, and our securities are currently eligible to trade only
on the over-the-counter markets system.

 On March 21, 2025, Nasdaq filed a Form 25-NSE
in respect of our Class A ordinary shares with the SEC, and the delisting of our Class A ordinary shares will become effective on March
31, 2025.

 In order to complete the delisting process with
respect to our units and warrants, we expect that Nasdaq will file a Form 25-NSE in respect of such securities with the SEC, and the delisting
will become effective ten days after such Form 25-NSE is filed. Although we expect that we will be notified by Nasdaq prior to the filing
of such Form 25-NSE, as well as prior to the release of a press release by Nasdaq announcing the delisting event, we are not at this time
able to determine when such Form 25-NSE will be filed or when the delisting of our units and warrants from Nasdaq will be complete. However,
the filing of the Form 25-NSE by Nasdaq and the subsequent delisting of our units and warrants may occur at any time without prior notice.

 Despite the delisting of our securities
from Nasdaq, we intend to proceed with our efforts to consummate our initial Business Combination. However, Nasdaq approval of OmnigenicsAI's
initial listing application with respect to the Business Combination is a condition to such Business Combination, and there can be no
guarantee that Nasdaq will approve such initial listing application, which may delay, or ultimately prevent the consummation of the proposed
Business Combination.

 Following the suspension of trading on Nasdaq,
our Class A ordinary shares are quoted on the Pink Open Market of the OTC under the symbol "APXIF".

 Holders

 As of March 31, 2025, there was 1 holder
of record of our units, 4 holders of record of our Class A ordinary shares and 3 holders of record of our warrants. The number of holders
of record does not include a substantially greater number of "street name" holders or beneficial holders whose units, Class
A ordinary shares and warrants are held of record by banks, brokers and other financial institutions. As of March 31, 2025, there
are no Ordinary B ordinary shares outstanding.

 Dividends

 We have not paid any cash dividends on our ordinary shares to date
and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in
the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent
to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will
be within the discretion of our board of directors at such time and we will only pay such dividend out of our profits or share premium
(subject to solvency requirements) as permitted under Cayman Islands law. In addition, our board of directors is not currently contemplating
and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness in connection
with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection
therewith.

 Use of Proceeds from Registered Offerings

 On December 9, 2021, we consummated our IPO of
17,250,000 Units, including the issuance of 2,250,000 Units as a result of the underwriters' exercise of their over-allotment option
in full. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant entitling the
holder thereof to purchase one Class A ordinary share for $11.50 per share, subject to adjustment. The units were sold at a price of
$10.00 per unit, generating gross proceeds to us of $172,500,000. BofA Securities, Inc. served as the underwriter of the IPO. The securities
sold in the IPO were registered under the Securities Act on a registration statement on Form S-1 (File No. 333-261247). The SEC declared
the registration statement effective on December 6, 2021.

 Following the closing of the IPO and private
placement of warrants, $175,950,000 was placed in the Trust Account, comprised of $172,500,000 of the proceeds from the IPO, including
$6,037,500 of the underwriters' deferred discount, and $8,950,000 of the proceeds of the sale of the Private Placement Warrants.
We paid $3,450,000 in underwriting discounts and recorded approximately $833,597 for other costs and expenses related to the IPO. There
has been no material change in the planned use of proceeds from the IPO as described in the prospectus dated November 19, 2021, which
was filed with the SEC.

 The Company paid an underwriting discount at
the closing of the IPO of $3.45 million. An additional fee of $6.04 million was deferred and would become payable upon our completion
of an initial business combination. The deferred portion of the discount would become payable to the underwriters from the amounts held
in the Trust Account solely in the event we complete our initial business combination subject to the terms of the underwriting agreement.
However, on September 28, 2022, the underwriters waived their right to receive the deferred fee, resulting in a gain from settlement
of deferred underwriting commissions of approximately $6.04 million.

 ITEM 6. [Reserved]

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

 The following discussion and analysis of the Company's financial
condition and results of operations should be read in conjunction with the audited financial statements and the notes related thereto
which are included in "Item 8. Financial Statements and Supplementary Data" of this Annual Report. Certain information contained
in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those
anticipated in these forward-looking statements as a result of many factors. Certain information contained in the discussion and analysis
set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking
statements as a result of many factors, including those set forth under "Cautionary Note Regarding Forward-Looking Statements and
Risk Factor Summary," "Item 1A. Risk Factors" and elsewhere in this Annual Report.

 Overview

 We are a blank check company incorporated on
May 13, 2021 as a Cayman Islands exempted company formed for the purpose of effecting an initial business combination. We intend to effectuate
our initial business combination using remaining cash in the Trust Account from the proceeds of the offering and the private placement
of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (pursuant
to forward purchase agreements or backstop agreements we may enter into following the consummation of the offering or otherwise), shares
issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.

 Recent Developments

 Proposed Business Combination

 On March 25, 2024, the Company, OmnigenicsAI,
Merger Sub and MultiplAI entered into the Business Combination Agreement.

 On the Closing Date, prior to the Merger Effective
Time, pursuant to the Business Combination Agreement, OmnigenicsAI shall cause the consummation of the Restructuring, pursuant to which
all Indebtedness (subject to certain exceptions) owed by OmnigenicsAI or any Subsidiary of OmnigenicsAI to Parent or any shareholder
of Parent, shall be cancelled and extinguished. The Indebtedness described in this paragraph that is not required to be canceled and
extinguished at Closing shall have their maturity date extended to three years following the Closing Date.

 On the Closing Date at the Merger Effective Time,
pursuant to the Business Combination Agreement, Merger Sub will merge with and into the Company (with the Company being the surviving
company and becoming a direct wholly-owned subsidiary of OmnigenicsAI) (the "Merger") and, as a result of the Merger, (a)
each ordinary share of the Company ("SPAC Ordinary Share") outstanding will be exchanged for the right to receive one ordinary
share of OmnigenicsAI, nominal value $0.0001 per share ("Company Share"), (b) all warrants to purchase SPAC Ordinary Shares
("SPAC Warrants") will become warrants of OmnigenicsAI ("Company Warrants") exercisable for Company Shares, on
substantially the same terms as the SPAC Warrants and (c) OmnigenicsAI shall enter into an Assignment, Assumption and Amendment Agreement
with the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent, to amend and assume the
Company's obligations under the existing Warrant Agreement, dated December 6, 2021, to give effect to the conversion of SPAC Warrants
to Company Warrants.

 For a full description of the Business Combination
Agreement and the Proposed Business Combination, including additional agreements relating to the Proposed Business Combination, please
see "Item 1. Business".

 Fourth Extension

 On December 8, 2023, we held the December 2023
EGM and our shareholders approved an amendment to its Articles and to the Trust Agreement to provide for the Fourth Extension, which
extends the termination date up to twelve (12) times for an additional one (1) month each time from December 9, 2023 to December 9, 2024
by depositing the lesser of $0.025 per public share or $125,000 for each one-month extension into the Trust Account. In connection with
the December 2023 EGM, the holders of 201,496 public shares properly exercised their right to redeem their shares (and did not withdraw
their redemption) for an aggregate redemption amount of $2,246,585. Following such redemptions, $62,410,856 remained in the Trust Account
and 5,597,624 public shares remained issued and outstanding. Such remaining amount in the Trust Account will be distributed either to
(i) all holders of public shares upon our liquidation or (ii) holders of public shares who elect to have their shares redeemed in connection
with the consummation of our initial business combination.

 On December 20, 2023, January 24, 2024, February 12, 2024, March 12,
2024, April 8, 2024 and May 28, 2024, we deposited $125,000 each month into the Trust Account in order to effect six one-month extensions
of the termination date to June 9, 2024. On September 27, 2024, the Company deposited $375,000 (plus accrued interest) into
the Trust Account representing $125,000 for each of the months of June 2024, July 2024 and August 2024, in order to extend the termination
date to September 9, 2024. On November 8, 2024, the Company deposited a lumpsum of $375,000 for back payments to the Trust
representing $125,000 for each of the months of September 2024, October 2024, and November 2024 to extend the termination date to
December 9, 2024.

 Class B Conversion

 On October 2, 2023, in accordance with the provisions of our Articles,
Templar Sponsor exercised its rights to convert an aggregate of 4,312,500 Class B ordinary shares into an equal number of Class A Ordinary
Shares, on a one-for-one basis (the "Class B Conversion"). As a result of the Class B Conversion, no Class B ordinary shares
remain outstanding.

 Promissory Notes

 On August 26, 2024, the Company issued the
unsecured First Bioceres Note in the principal amount of $446,000 to Bioceres, an indirect shareholder of OmnigenicsAI. The First 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 First Bioceres Note is subject to customary events of default, the occurrence
of certain of which automatically triggers the unpaid principal balance of the First Bioceres Note as well as all accrued interest and
all other sums payable with regard to the First Bioceres Note becoming immediately due and payable.

 On November 7, 2024, the Company issued the unsecured
Second Bioceres Note in the principal amount of $700,000 to Bioceres. The Company shall repay all interested accrued and the principal
balance on the date on which the Company consummates its initial business combination.

 Fifth Extension

 On December 4, 2024, the Company held the December
2024 EGM, and the shareholders approved an amendment to its Articles and to the Trust Agreement to extend the time to complete the initial
business combination from December 9, 2024 to December 9, 2025 (i.e., for up to a period ending 48 months after the consummation of the
IPO). No further extension payments are required in connection with the Fifth Extension.

 Results of Operations

 Our entire activity since inception up to December
31, 2024 was in preparation for our formation and the IPO, and since the closing of the IPO, the search for a target and consummating
an initial business combination. We will not be generating any operating revenues until the closing and completion of our initial business
combination.

 For the year ended December 31, 2024, we had a net loss of $119,057
which consists of operating costs of $2,612,483, offset by interest income of $3,056,533 from investments in our Trust Account, $527,250
of unrealized loss on fair value changes of warrants and $35,857 of interest expense. The operating expenses were primarily due to fees
for professionals such as the auditors, legal counsel and consultants, and insurance expenses.

 For the year ended December 31, 2023, we had
a net income of $4,256,395 which consists of operating costs of $1,744,855, offset by interest income of $4,024,613 from investments
in our Trust Account, $1,625,000 of one time advisory fee income, $878,886 of gain on settlement of trade payables, $117,373 of gain
on settlement of debt, $562,277 of unrealized loss on fair value changes of warrants and $82,345 of interest expense. The operating expenses
were primarily due to fees for professionals such as the auditors, legal counsel and consultants, and insurance expenses.

 Factors That May Adversely Affect our Results of Operations

 Our results of operations and our ability to
complete an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility
in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the
financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions,
declines in consumer confidence and spending, public health considerations and geopolitical instability, such as the military conflicts
in Ukraine and the Middle East. We cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude
or the extent to which they may negatively impact our business and our ability to complete an initial business combination.

 Liquidity and Capital Resources and Going Concern

 As of December 31, 2024, the Company had approximately
$120 in its operating bank account and a working capital deficit of $4,765,415, excluding accrued interest receivable as it is not available
for working capital purposes.

 The Company's liquidity needs up to December
31, 2024 had been satisfied through a payment from APx Sponsor of $25,000 for the founder shares to cover certain offering expenses.
In addition, in order to finance transaction costs in connection with an initial business combination, the Company issued the Amended
and Restated Note to Templar Sponsor in February 2024 i.e. an unsecured promissory note (the "Working Capital Promissory Note")
in the amount of up to $2,000,000, as defined in Note 6. As of December 31, 2024, there was $1,731,460 outstanding under the Amended
and Restated Note. Due to the conversion feature of the note capped at $1,500,000, the principal balance of $1,500,000 is presented as
Convertible note payable, with the remaining non-convertible portion of the note balance shown under Notes Payable.

 Based on the foregoing, management believes that
the Company will not have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation
of a Business Combination or one year from this filing. As such, the Company may need to obtain alternative liquidity and capital resources
to meet its needs, which may not be available to the Company. Over this time period, the Company will be using any available funds for
paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence
on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring,
negotiating and consummating the Business Combination.

 On August 26, 2024, the Company issued a the
unsecured Bioceres Note in the principal amount of $446,000 to Bioceres, an indirect shareholder of OmnigenicsAI Corp, the counterparty
to the Company's previously announced business combination. The First 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 First Bioceres 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.

 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, $914,615 has been drawn
under the Bioceres Notes.

 Based on the availability under the Amended and
Restated Note and the Bioceres Notes, management believes that the Company will have sufficient working capital and borrowing capacity
to meet its needs through the earlier of the consummation of a business combination or one year from this filing. Over this time period,
the Company will be using these funds for paying existing accounts payable and structuring, negotiating and consummating the Proposed
Business Combination.

 In connection with the
Company's assessment of going concern considerations in accordance with Financial Accounting Standard Board's Account Standards
Update ("ASU") 2014-15, "Disclosure of Uncertainties about an Entity's Ability to Continue as a Going
Concern." The Company has until December 9, 2025 (48 months from the closing of the IPO) if we further extend the period by
up to twelve additional one-month periods, to consummate a Business Combination. It is uncertain that the Company will be able
to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory
liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination
not occur, and potential subsequent dissolution, as well as insufficient cash flows, raises substantial doubt about the Company's
ability to continue as a going concern. The financial statements do not include any adjustment that might result from the outcome of this
uncertainty.

 Risks and Uncertainties

 Management continues to evaluate the impact of
future global pandemics and geopolitical events and has concluded that while it is reasonably possible that such events could have a
negative effect on the Company's financial position, results of its operations, and/or search for a target company, the specific
impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

 Off-Balance Sheet Arrangements

 As of December 31, 2024 and December 31, 2023,
we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments
or contractual obligations.

 Contractual Obligations

 Administrative Services Agreement

 Commencing on the date that our securities are
first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we were required
to pay APX Sponsor or an affiliate thereof up to $10,000 per month for office space, utilities, secretarial and administrative support
services provided to members of our management team and other expenses and obligations of APX Sponsor. In connection with the Sponsor
Alliance, this agreement has been terminated as of August 30, 2023, and as of December 31, 2024 and December 31, 2023, no fees remain
outstanding thereunder.

 Registration Rights

 The holders of the founder shares, Private Placement
Warrants and any warrants that may be issued upon conversion of the Working Capital Warrants will be entitled to registration rights
pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering, requiring
the Company to register such securities for resale (in the case of the founder shares, only after conversion to our Class A ordinary
shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that
the Company register such securities. In addition, the holders have certain "piggy-back" registration rights with respect
to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register
for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with
the filing of any such registration statements.

 Underwriting Agreement

 In connection with the IPO, the underwriter was
granted a 45-day option to purchase up to 2,250,000 additional Units to cover over-allotments at the Proposed Offering price, less the
underwriting discounts and commissions. As of December 31, 2021, the underwriter exercised all of the over-allotment units.

 The underwriter was entitled to a cash underwriting
discount of 2.00% of the gross proceeds of the Proposed Offering, or $3,450,000 as the over-allotment option was exercised in full. In
addition, the underwriter would be entitled to a deferred fee of three and half percent (3.50%) of the gross proceeds of the Proposed
Offering, or $6,037,500 as the over-allotment option was exercised in full. The deferred fee would become payable to the underwriter
from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms
of the underwriting agreement.

 Effective as of September 28, 2022, the underwriter
from the Initial Public Offering resigned and withdrew from their role in the Business Combination and thereby waived their right to
the deferred underwriting commissions in the amount of $6,037,500, which the Company has recorded as a gain on settlement of underwriter
fees on the statement of shareholders' equity for the year ended December 31, 2022 for $5,788,453, which represents the original
amount recorded to accumulated deficit, and the remaining balance representing the original amount recorded to the statement of operations
of $249,047 was recorded for the year ended December 31, 2022. No deferred underwriting commissions remain outstanding as of December
31, 2024.

 Critical Accounting Policies and Estimates

 This management's discussion and analysis
of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of America. The preparation of our financial statements requires us to
make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent
assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related
to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events
and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments
about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions. The Company has identified the following as its critical accounting policies
and estimates:

 Warrant Liabilities

 The Company accounts for warrants based on an
assessment of the warrant's specific terms and applicable authoritative guidance in Financial Accounting Standards Board ("FASB")
Accounting Standards Codification ("ASC") 480, "Distinguishing Liabilities from Equity" ("ASC 480"),
and ASC 815, "Derivatives and Hedging" ("ASC 815"). The assessment considers whether the warrants are freestanding
financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all
of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company's own ordinary
shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted
at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

 For issued or modified warrants that meet all
of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the
time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required
to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated
fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants
was estimated using a Binomial Lattice simulation model-based approach (see Note 11).

 Class A Ordinary Shares Subject to Possible Redemption

 The Company accounts for its ordinary shares
subject to possible redemption in accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from Equity."
Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally
redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder
or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) is classified as temporary
equity. At all other times, ordinary shares are classified as shareholder's equity. The Company's ordinary shares feature
certain redemption rights that are considered to be outside of the Company's control and subject to the occurrence of uncertain
future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside
of the shareholder's equity section of the Company's balance sheet.

 Net Income Per Ordinary Share

 We comply with accounting and disclosure requirements
of FASB ASC Topic 260, "Earnings Per Share." We have two classes of shares, which are referred to as Class A ordinary shares
and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per common share is
calculated by dividing the net income by the weighted average shares of ordinary shares outstanding for the respective period.

 The calculation of diluted net income does not
consider the effect of the warrants underlying the Units sold in the IPO (including the consummation of the Over-allotment) and the private
placement warrants to purchase an aggregate of 17,575,000 Class A ordinary shares in the calculation of diluted income per share, because
their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income per share is the same as basic
net income per share for the year ended December 31, 2024. Accretion associated with the redeemable Class A ordinary shares is excluded
from earnings per share as the redemption value approximates fair value.

 Recent Accounting Standards

 In August 2020, the FASB issued ASU 2020-06,
"Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own
Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity" ("ASU 2020-06"),
to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial
conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining
to equity classification of contracts in an entity's own equity. The new standard also introduces additional disclosures for convertible
debt and freestanding instruments that are indexed to and settled in an entity's own equity. ASU 2020-06 amends the diluted earnings
per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective
for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted.
The Company assessed the impact, if any, that ASU 2020-06 would have
on its financial position, results of operations or cash flows and determined there to be none.

 In December 2023, the FASB issued ASU No. 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09). ASU 2023-09 is intended to enhance the decision usefulness
of income tax disclosures and requires the disclosure of various disaggregated information, including an entity's effective tax
rate reconciliation as well as additional information on taxes paid. This ASU is effective on a prospective basis for annual periods
beginning after December 15, 2024, with early adoption allowed. The Company is currently assessing the impact, if any, ASU 2023-09 would
have on its disclosures.

 In November 2023, the FASB issued ASU 2023-07,
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07, which is applicable to entities with a single
reportable segment, will primarily require enhanced disclosures about significant segment expenses and enhanced disclosures in interim
periods. The guidance in ASU 2023-07 will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning
after December 15, 2023 and interim reporting periods in fiscal years beginning after December 31, 2024, with early adoption permitted.
The Company adopted this guidance as of January 1, 2024. The adoption resulted in disclosure changes only.

 JOBS Act

 On April 5, 2012, the JOBS Act was signed into
law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies.
We will qualify as an "emerging growth company" and under the JOBS Act will be allowed to comply with new or revised accounting
pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new
or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on
which adoption of such standards is required for non-emerging growth companies. As such, our financial statements may not be comparable
to companies that comply with public company effective dates.

 Additionally, we are in the process of evaluating
the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth
in the JOBS Act, if, as an "emerging growth company," we choose to rely on such exemptions we may not be required to, among
other things, (i) provide an auditor's attestation report on our system of internal controls over financial reporting pursuant
to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the
Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding
mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the
financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation
between executive compensation and performance and comparisons of the CEO's compensation to median employee compensation. These
exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an
"emerging growth company," whichever is earlier.

 Management does not believe that any recently
issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's financial
statements.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.

 We are a smaller reporting company as defined
by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 This information appears following Item 15 of
this this Annual Report for the year ended December 31, 2024 and is incorporated herein by reference.

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.

 None.

 ITEM 9A. CONTROLS AND PROCEDURES.

 Evaluation of Disclosure Controls and Procedures

 As required by Rules 13a-15 and 15d-15 under
the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures as of December 31, 2024. Based upon their evaluation, our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under
the Exchange Act) were not effective, as of December 31, 2024, because of material weaknesses in our internal control over financial
reporting related to errors in warrant liabilities, errors in proper accounting of related party gains, classification of temporary and
permanent equity, classification error in statement of cash flows, accuracy and completeness of accounts payable and accrued expenses,
accrued interest receivable and redemption value of ordinary shares subject to redemption. The detection of errors did not trigger a
financial restatement and had no impact on previously issued financial statements.

 We do not expect that our disclosure controls
and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.
Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits
must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation
of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances
of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 Management's Annual Report on Internal Control Over Financial
Reporting

 Our Chief Executive Officer and Chief Financial
Officer are responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial
reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by,
or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management
and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures
that:

 pertain
 to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
 transactions and dispositions of the assets of our Company;

 provide
 reasonable assurance that transactions are recorded as necessary to permit preparation of
 financial statements in accordance with GAAP, and that our receipts and expenditures are
 being made only in accordance with authorizations of our management and directors; and

 provide
 reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
 use or disposition of our assets that could have a material effect on the financial statements.

 Because of its inherent limitations, internal
control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal
control over financial reporting at December 31, 2024. In making these assessments, management used the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on our assessments
and those criteria, management determined that our internal control over financial reporting was not effective, due to the material weakness
described elsewhere in this Annual Report.

 Notwithstanding these material weaknesses, management
has concluded that our audited financial statements included in this Annual Report are fairly stated in all material respects in accordance
with GAAP for each of the periods presented therein.

 This Report does not include an attestation report
of internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the
JOBS Act.

 Remediation Plan

 The Chief Executive Officer and Chief Financial
Officer performed additional post-closing review procedures including reviewing historical filings and consulting with subject matter
experts related to the accounting for warrant liabilities. The Company's management has expended, and will continue to expend,
a substantial amount of effort and resources for the remediation and improvement of our internal control over financial reporting. While
we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all
significant or unusual transactions, we have improved, and will continue to improve, these processes to ensure that the nuances of such
transactions are effectively evaluated in the context of the increasingly complex accounting standards.

 The elements of our remediation plan can only
be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

 Changes in Internal Control Over Financial Reporting

 Other than the matters discussed above, there
was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that
occurred during the fiscal quarter ended December 31, 2024 covered by this Annual Report that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.

 ITEM 9B. OTHER INFORMATION.

 None.

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT
PREVENT INSPECTIONS.

 None.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 Directors and Executive Officers

 Our officers and directors are as follows:

 Name

 Age

 Title

 Kyle Bransfield

 Chief Executive Officer and Chairman of the Board of Directors

 Xavier Martinez

 Chief Financial Officer

 Daniel Braatz

 Alfredo Vara Alonso

 Fara Remtulla

 Daniel Mudd

 Thomas P.M. Barry

 Kyle Bransfield serves as our Chief
Executive Officer and Chairman of the Board of Directors. Mr. Bransfield also is the founder of Union Acquisition Group and has
served as its Chief Executive Officer and director since inception. He has also served as director and Chief Executive Officer of Union
Acquisition Corp, and Union Acquisition Corp. II, leading the companies through successful mergers with Bioceres Crop Solutions
(NASDAQ: BIOX) and Procaps Group (NASDAQ: PROC) in March 2019 and September 2021, respectively. Mr. Bransfield
previously served on the board of Procaps Group and sat on the audit committee and the mergers and acquisitions committee. Following
Lightjump Acquisition Corp's successful business combination with Moolec Science Ltd. (NASDAQ: MLEC) in December 2022,
Mr. Bransfield now serves as a board member on the compensation and audit committees. Mr. Bransfield was a Partner at Exos
Technology Financial Partners, where he established a SPAC Asset Management business through the formation of Exos SPAC Opportunities I
and the Morgan Creek-Exos SPAC+ Fund. Mr. Bransfield has over 16 years of experience in direct equity and debt private
markets principal investing, public markets portfolio management, capital raising, and investment banking. Prior to joining Exos, Mr. Bransfield
was a partner at Atlantic-Pacific Capital, leading the firm's global direct private placement and structured investment activities
from 2015 to 2019. Prior to Atlantic-Pacific, Mr. Bransfield was an investment banker in Sagent Advisors' Private Financing
Solutions Group from 2014 to 2015. Prior to Sagent, Mr. Bransfield spent five years as a Principal and General Partner at CS
Capital Partners, a Philadelphia-based multi-family office focused on alternative investments. Mr. Bransfield began his
career in the Mergers & Acquisitions Group at Stifel Nicolaus Weisel and received a B.S. in Business Administration from American
University. We believe Mr. Bransfield's extensive corporate and private venture capital experience, including as our Chief
Executive Officer, as well as his extensive experience serving in a number of executive positions and as a board member of other companies,
makes him well qualified to serve as a Director.

 Xavier Martinez serves as our Chief Financial
Officer. Mr. Martinez has been a member of APx Capital since inception. Prior to APx Capital, 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. We believe Mr. Martinez's
extensive corporate and private venture capital experience makes him well qualified to serve as Chief Financial Officer.

 Daniel Braatz currently serves as
a Director and previously served as our Chief Executive Officer and Chairman of the Board since our initial public offering through the
closing of the transactions contemplated by the Purchase Agreement. In addition, Mr. Braatz (i) co-founded (a) FHipo,
the first MREIT in the region with over $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
Tecnol gico Aut nomo de M xico (ITAM). We believe Mr. Braatz's extensive corporate and private venture
capital experience, as well as his extensive experience serving in a number of executive positions and as a board member of other companies,
makes him well qualified to serve as a Director.

 Alfredo Vara Alonso serves as one
of our independent directors. Mr. Vara is co-founder and member of the board of APx Capital. Has more than 25 years of
experience in the public and private financial sector, through diverse financial institutions and investing platforms with AUM in excess
of $1.5 billion). Mr. Vara is co-founder of VACE Partners, directing diverse transactions through Mexico and Latin America
including M&A, structured debt, capital raising, and financial advice, among others. Mr. Vara is Co-founder, member of the board,
and the first managing partner of FHipo, and is currently involved in the vehicle's strategic decision-making. Mr. Vara is
co-founder and board member of AC Capital and Yave. Mr. Vara is the largest minority investor in Hi To, master administrator
platform, and advisor to the board. Mr. Vara was General Director of Banobras, the fifth largest bank in Mexico by loan portfolio,
from February 2017 to November 2018 and during his tenure financial performance was substantially improved while financial
access was promoted. Banobras became the first issuer of sustainable bonds in Latin America, among other important achievements. Mr. Vara
was also in charge of overseeing FONADIN's investments, the biggest MLP in Mexico. 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 Protecci n al Ahorro Bancario). He also worked for Deutsche Bank's
Latin American Global Market Sales Group, where he headed the Debt Local Capital Markets effort in Mexico. Mr. Vara is currently
working on several new initiatives. Mr. Vara holds a B.S. in Economics from ITAM, and an MBA and M.A. in Economics from Yale University.
We believe Mr. Vara's extensive corporate and private venture capital experience, as well as his extensive experience serving
in a number of executive positions and as a board member of other companies, makes him well qualified to serve as a director.

 Fara Remtulla serves as one of our
independent directors and the chair of our nominating and corporate governance committee. Ms. Remtulla has served as the Chief Operating
Officer at Bridge It, Inc., a leading financial wellness application focused on helping users 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. We believe Ms. Remtulla is qualified to serve as a member of the Board
because of her significant experience in finance and fintech.

 Daniel Mudd serves as one of our
independent directors and the chair of our audit committee 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. We believe Mr. Mudd is qualified to serve as a member
of the Board because of his extensive board experience and his financial background.

 Thomas P.M. Barry serves as
one of our independent directors and the chair of our compensation committee. Mr. Barry is the Founder and has served as Chief Investment
Officer of TBarry Capital from 2017. He has also served as chief executive officer and a director of Jones Lake Management since Mary
2024. He was an executive with Ruppert Companies where he served as Chief Financial Officer from 2014 to 2016 and Division President from
2016 to 2024 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's of Science degree in Business Administration from American University. He is also currently a member of Harvard Business
School's OPM 61 class. We believe Mr. Barry is qualified to serve as a member of the Board because of his significant investment
and mergers and acquisitions experience.

 Number and Terms of Office of Officers and Directors

 Our Board consists of five members and is divided
into three classes with only one class of directors being appointed in each year, and with each class serving a three-year term. In accordance
with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year
end following our listing on Nasdaq.

 The term of office of the first class of directors,
consisting of Mr. Bransfield and Mr. Mudd, will expire at our first annual general meeting. The term of office of the second class of
directors, consisting of Ms. Remtulla and Mr. Alonso, will expire at our second annual general meeting. The term of office of the third
class of directors, consisting of Mr. Braatz and Mr. Barry, will expire at our third annual general meeting.

 Our officers are appointed by the Board and serve
at the discretion of the Board, rather than for specific terms of office. Our Board is authorized to appoint officers as it deems appropriate
pursuant to our amended and restated memorandum and articles of association.

 Board Role in Risk Oversight

 Our management is responsible for assessing and
managing risks in our business, subject to oversight by the Board. The Board is responsible for overseeing the Company's processes
for assessing and managing risk. Each of the Chief Executive Officer and Chief Financial Officer, with input as appropriate from other
appropriate management members, report and provide relevant information directly to either the Board and/or the Audit Committee on various
types of identified material financial, reputational, legal, operational and business risks to which the Company is or may be subject,
as well as mitigation strategies for relevant risks. The Board focuses on our general risk oversight strategy and understanding the ways
in which management proactively manages risks and ensures that appropriate risk mitigation strategies are implemented by management.
Various committees of the Board assist the Board in this oversight responsibility in their respective areas of responsibility as described
in this Information Statement.

 Director Independence

 Nasdaq listing standards require that a majority
of our Board be independent. An "independent director" is defined generally as a person who, in the opinion of the company's
board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder, stockholder or
officer of an organization that has a relationship with the company). We have three "independent directors" as defined in
Nasdaq listing standards and applicable SEC rules. The Board has determined that Fara Remtulla, Daniel Mudd, Thomas P.M. Barry and Alfredo
Vara Alonso are "independent directors" as defined in Nasdaq listing standards and applicable SEC rules. Our independent
directors will have regularly scheduled meetings at which only independent directors are present.

 Committees of the Board of Directors

 Our Board has three standing committees: the
audit, compensation, and nominating and corporate governance committees.

 Each of our audit committee, compensation committee
and nominating and corporate governance committee currently are composed solely of independent directors. Subject to phase-in rules,
the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent
directors, and the rules of Nasdaq require that the compensation committee and the nominating and corporate governance committee of a
listed company be comprised solely of independent directors. Each committee operates under a charter that was approved by the Board and
has the composition and responsibilities described below. The charter of each committee is available on our website.

 Audit Committee

 We have established an audit committee of the
Board. Fara Remtulla, Daniel Mudd and Thomas P.M. Barry serve as the members and Mr. Mudd serves as chair of the audit committee. The
members of our audit committee are "independent" under applicable Nasdaq listing standards and applicable SEC rules.

 Each of Fara Remtulla, Daniel Mudd and Thomas
P.M. Barry are financially literate and our Board has determined that Daniel Mudd qualifies as an "audit committee financial expert"
as defined in applicable SEC rules and has accounting or related financial management expertise.

 We have adopted an audit committee charter, which
details the purpose and principal functions of the audit committee, including:

 assisting
 board oversight of (1) the integrity of our financial statements, (2) our compliance with
 legal and regulatory requirements, (3) our independent registered public accounting firm's
 qualifications and independence, and (4) the performance of our internal audit function and
 independent registered public accounting firm; the appointment, compensation, retention,
 replacement, and oversight of the work of the independent registered public accounting firm
 and any other independent registered public accounting firm engaged by us;

 pre-approving
 all audit and non-audit services to be provided by the independent registered public accounting
 firm or any other registered public accounting firm engaged by us, and establishing pre-approval
 policies and procedures; reviewing and discussing with the independent registered public
 accounting firm all relationships the registered public accounting firm has with us in order
 to evaluate their continued independence;

 setting
 clear policies for audit partner rotation in compliance with applicable laws and regulations;
 obtaining and reviewing a report, at least annually, from the independent registered public
 accounting firm describing (1) the independent auditor's internal quality-control procedures
 and (2) any material issues raised by the most recent internal quality-control review, or
 peer review, of the independent registered public accounting firm, or by any inquiry or investigation
 by governmental or professional authorities, within the preceding five years respecting one
 or more independent audits carried out by the firm and any steps taken to deal with such
 issues;

 meeting
 to review and discuss our annual audited financial statements and quarterly financial statements
 with management and the independent registered public accounting firm, including reviewing
 our specific disclosures under "Management's Discussion and Analysis of Financial
 Condition and Results of Operations"; reviewing and approving any related party transaction
 required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior
 to us entering into such transaction; and

 with management, the independent registered public accounting firm, and our legal advisors,
 as appropriate, any legal, regulatory or compliance matters, including any correspondence
 with regulators or government agencies and any employee complaints or published reports that
 raise material issues regarding our financial statements or accounting policies and any significant
 changes in accounting standards or rules promulgated by the Financial Accounting Standards
 Board, the SEC or other regulatory authorities.

 Nominating and Corporate Governance Committee

 We have established a nominating and corporate
governance committee of the Board. Fara Remtulla, Daniel Mudd and Thomas P.M. Barry serve as the members and Ms. Remtulla serves as chair
of the nominating and corporate governance committee. The members of our nominating and corporate governance committee are "independent"
under applicable Nasdaq listing standards and applicable SEC rules.

 We have adopted a nominating and corporate governance
committee charter, which details the purpose and responsibilities of the nominating and corporate governance committee, including:

 identifying,
 screening and reviewing individuals qualified to serve as directors, consistent with criteria
 approved by the board, and recommending to the board of directors candidates for nomination
 for appointment at the annual general meeting or to fill vacancies on the board of directors;

 developing
 and recommending to the board of directors and overseeing implementation of our corporate
 governance guidelines;

 coordinating
 and overseeing the annual self-evaluation of the board of directors, its committees, individual
 directors and management in the governance of the company; and

 on a regular basis our overall corporate governance and recommending improvements as and
 when necessary.

 The charter also provides that the nominating
and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be
used to identify director candidates, and is directly responsible for approving the search firm's fees and other retention terms.

 We have not formally established any specific,
minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating
nominees for director, the Board considers educational background, diversity of professional experience, knowledge of our business, integrity,
professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.

 Compensation Committee

 We have established a compensation committee
of the Board. Fara Remtulla, Daniel Mudd and Thomas P.M. Barry serve as the members and Mr. Barry serves as chair of the compensation
committee. The members of our compensation committee are "independent" under applicable Nasdaq listing standards and applicable
SEC rules.

 We have adopted a compensation committee charter,
which details the principal purpose and responsibility of the compensation committee, including:

 and approving on an annual basis the corporate goals and objectives relevant to our chief
 executive officer's compensation, evaluating our chief executive officer's performance
 in light of such goals and objectives and determining and approving the remuneration (if
 any) of our chief executive officer's based on such evaluation;

 and making recommendations to our board of directors with respect to the compensation, and
 any incentive compensation and equity based plans that are subject to board approval of all
 of our other officers;

 our executive compensation policies and plans

 implementing
 and administering our incentive compensation equity-based remuneration plans;

 assisting
 management in complying with our proxy statement and annual report disclosure requirements;

 approving
 all special perquisites, special cash payments and other special compensation and benefit
 arrangements for our officers and employees;

 producing
 a report on executive compensation to be included in our annual proxy statement; and

 reviewing,
 evaluating and recommending changes, if appropriate, to the remuneration for directors.

 The charter also provides that the compensation
committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser
and is directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging
or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider
the independence of each such adviser, including the factors required by Nasdaq and the SEC.

 Compensation Committee Interlocks and Insider Participation

 None of our executive officers currently serves,
and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers
serving on our board of directors.

 Code of Ethics; Committee Charters

 We have adopted a code of ethics and business
conduct (our "code of ethics") applicable to our directors, officers and employees. We have posted a copy of our code of
ethics and the charters of our audit committee, compensation committee and nominating and corporate governance committee on our website.
Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference
in, and is not considered part of, this Information Statement. You are able to review these documents by accessing our public filings
at the SEC's web site at www.sec.gov. In addition, a copy of the code of ethics will be provided without charge upon request
from us. We intend to disclose any amendments to or waivers of certain provisions of our code of ethics in a Current Report on Form 8-K.

 Limitation on Liability and Indemnification of Officers and Directors

 Cayman Islands law does not limit the extent
to which a company's memorandum and articles of association may provide for indemnification of officers and directors, except to
the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification
against willful default, fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association
provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred
in their capacities as such, except through their own actual fraud, willful default or willful neglect. We have purchased a policy of
directors' and officers' liability insurance that insures our officers and directors against the cost of defense, settlement
or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. We have
also entered into indemnity agreements with them.

 Our officers and directors have agreed to waive
any right, title, interest or claim of any kind in or to any monies in the Trust Account, and have agreed to waive any right, title,
interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not
seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be
satisfied by us if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate an initial business combination.

 Our indemnification obligations may discourage
shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may
have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if
successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder's investment may be adversely affected
to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

 We believe that these provisions, the insurance
and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

 Section 16(a) Beneficial Ownership Reporting Compliance

 Section 16(a) of the Exchange Act requires our
officers, directors and persons who own more than 10% of Class A Ordinary Shares to file reports of ownership and changes in ownership
with the SEC. Officers, directors and persons who beneficially own more than 10% of our Class A ordinary shares are required by regulation
to furnish us with copies of all Section 16(a) forms they file. To the best of our knowledge (based upon a review of such forms), we
believe that during the year ended December 31, 2024 there were no delinquent filers with the following exceptions: (i) each of APX Sponsor,
David Proman and Angel Moreno failed to timely file a Form 4 with respect to the transactions contemplated by the Purchase Agreement
and (ii) Kyle Bransfield failed to (i) timely file his Form 3 with respect to the transactions contemplated by the Purchase Agreement
and (ii) timely file a Form 4 relating to the conversion of Class B ordinary shares into Class A ordinary shares.

 ITEM 11. EXECUTIVE COMPENSATION.

 None of our officers or directors have received
any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on Nasdaq through the
earlier of consummation of our initial business combination and our liquidation, we were required to pay APX Sponsor or an affiliate
thereof up to $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of our
management team and other expenses and obligations of APX Sponsor. In connection with the Sponsor Alliance, this agreement has been terminated.

 In addition, our Sponsors, officers and directors,
or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our
behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee
will review on a quarterly basis all payments that were made to our Sponsors, officers or directors, or our or their affiliates. Any
such payments prior to an initial business combination will be made from funds held outside the Trust Account. Other than quarterly audit
committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments
to our directors and officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection
with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any
kind, including finder's and consulting fees, will be paid by the Company to the Sponsors, officers and directors, or any of their
respective affiliates, prior to completion of our initial business combination.

 After the completion of our initial business
combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined
company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or
tender offer materials furnished to our shareholders in connection with a proposed initial business combination. We have not established
any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely
the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the
post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers
will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely
by independent directors or by a majority of the independent directors on our board of directors.

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS.

 We have no compensation plans under which equity
securities are authorized for issuance.

 The following table sets forth information regarding
the beneficial ownership of our ordinary shares as of March 31, 2025, by:

 each person known by us to
be a beneficial owner of more than 5% of our issued and ordinary shares;

 each of our executive officers
and directors that beneficially owns ordinary shares; and

 all our executive officers
and directors as a group.

 The following table is based on 4,832,556 ordinary
shares outstanding at March 31, 2025, of which 4,832,556 were Class A ordinary shares and none of which were Class B ordinary shares.
Unless otherwise indicated, it is believed that all persons named in the table below have sole voting and investment power with respect
to all ordinary shares beneficially owned by them.

 Unless otherwise indicated, the principal business
address for the persons listed below is 714 Westview Avenue, Nashville, Tennessee 37205.

 Class A Ordinary Shares

 Name and Address of Beneficial Owner

 Beneficially
 Owned

 Approximate
 Percentage
 of Class
 Issued and
 Outstanding
 Ordinary

 APx Cap Sponsor Group I, LLC (1)

 970,312

 20.1
 %

 Templar, LLC (2)

 3,342,188

 69.2
 %

 Kyle Bransfield (2)

 3,342,188

 69.2
 %

 Daniel Braatz (1)

 -

 -

 Xavier Martinez (1)

 -

 -

 Alfred Varo Alonso (1)

 -

 -

 Fara Remtulla

 -

 -

 Daniel Mudd

 -

 -

 Thomas P.M. Barry

 -

 -

 All directors and executive officers as a group (7 individuals) after Effective Date

 4,272,500

 89.2
 %

 Greater than 5% holders

 Mizuho Financial Group, Inc. (4)

 792,581

 16.4
 %

 *
 Less than one percent

 (1)
 APx Cap Sponsor Group I, LLC,
our co-sponsor, is the record holder of such shares, is controlled by its managing member, APx Cap Holdings I, LLC. APx Cap Holdings
I, LLC's board of directors consists of three members. Each director of APx Cap Holdings I, LLC has one vote, and the approval
of the members of the board of directors is required to approve an action of APx Cap Holdings I, LLC. Under the so-called "rule
of three," if voting and dispositive decisions regarding an entity's securities are made by two or more individuals, and
a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a
beneficial owner of the entity's securities. This is the situation with regard to APx Cap Holdings I, LLC. Based upon the foregoing
analysis, no individual manager of APx Cap Holdings I, LLC exercises voting or dispositive control over any of the securities held by
APx Cap Holdings I, LLC even those in which he directly holds a pecuniary interest. Accordingly, none of them will be deemed to have
or share beneficial ownership of such shares and, for the avoidance of doubt, each expressly disclaims any such beneficial interest to
the extent of any pecuniary interest he may have therein, directly or indirectly. The business address of each of APx Cap and the individuals
listed herein is Juan Salvador Agraz 65, Contadero, Cuajimalpa de Morelos, 05370, Mexico City, Mexico.

 (2)
 Templar, LLC ("Templar"),
our co-sponsor, is the record holder of such shares. Kyle Bransfield is the managing member of Templar, and as such, has voting and investment
discretion with respect to the ordinary shares held of record by Templar and may be deemed to share beneficial ownership of the ordinary
shares held by Templar. Mr. Bransfield disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary
interest he may have therein, directly or indirectly. The principal business address of Templar is 714 Westview Avenue, Nashville, Tennessee
37205.

 (3)
 Does not include any shares
indirectly owned as a result of a direct or indirect membership interest in the Sponsor.

 (4)
 Shares beneficially owned are
based on Scheduled 13G filed with the SEC on September 30, 2024 by Mizuho Financial Group, Inc, which information has not been independently
confirmed. The principal business address of Mizuho Financial Group, Inc. is 1-5-5, Otemachi, Chiyoda-ku, Tokyo 100-8176, Japan.

 Our Sponsors beneficially owns approximately
89.2% of the issued and outstanding Class A ordinary shares as of March 31, 2025. Because of this ownership block, our Sponsors may
be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including amendments to our
Articles and approval of significant corporate transactions including our initial business combination.

 Our Sponsors have agreed (a) to vote any founder
shares and public shares held by it in favor of any proposed business combination and (b) not to redeem any founder shares or public
shares held by it in connection with a shareholder vote to approve a proposed initial business combination.

 Our Sponsors and our officers and directors are
deemed to be our "promoters" as such term is defined under the federal securities laws. See Item 13-"Certain Relationships
and Related Transactions, and Director Independence-Related Party Policy" for additional information regarding our relationships
with our promoters.

 Equity Compensation Plans

 As of December 31, 2024, we had no compensation
plans (including individual compensation arrangements) under which equity securities were authorized for issuance.

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE.

 Related Party Transactions

 Founder Shares

 On May 21, 2021, we issued to APX Sponsor an
aggregate of 4,312,500 Founder Shares in exchange for a capital contribution of $25,000, or approximately $0.006 per share. On November
8, 2021, APX Sponsor transferred 20,000 of our Founder Shares to two independent directors at such time, Angel Losada Moreno and David
Proman, in each case at their original purchase price.

 In connection with the Transfer, APX Sponsor
transferred to the Templar Sponsor 3,342,188 Founder Shares. In addition, in connection with the Transfer, Mr. Moreno and Mr. Proman
each transferred their 20,000 Founder Shares back to APX Sponsor.

 On October 2, 2023, each of the Templar Sponsor
and the APX Sponsor converted all of its Class B ordinary shares on a one-for-one basis into Class A ordinary shares.

 Working Capital Promissory Note

 On September 8, 2023, the Company issued an unsecured
promissory note (the "Templar Note") in the principal amount of $500,000 to Templar Sponsor. The Templar Note does not bear
interest and the principal balance will be payable on the date on which the Company consummates its initial business combination (the
"Maturity Date"). In the event the Company consummates its initial business combination, the Templar Sponsor has the option
on the Maturity Date to convert up to $1,500,000 of the principal outstanding under the Templar Note into that number of warrants ("Working
Capital Warrants") equal to the portion of the principal amount of the Templar Note being converted divided by $1.00, rounded up
to the nearest whole number. The terms of the Working Capital Warrants, if any, would be identical to the terms of the private placement
warrants issued by the Company at the time of its initial public offering, as described in the prospectus for the initial public offering
dated December 6, 2021 and filed with the U.S. Securities and Exchange Commission, including the transfer restrictions applicable thereto.
The Templar Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal
balance of the Templar Note and all other sums payable with regard to the Templar Note becoming immediately due and payable. The issuance
of the Templar Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933,
as amended.

 Amended and Restated Promissory Note

 On February 9, 2024, the Company and Templar
Sponsor amended and restated the Templar Note (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 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 Templar 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.

 Related Party Policy

 The audit committee of our Board has adopted
a policy setting forth the policies and procedures for its review and approval or ratification of "related party transactions."
A "related party transaction" is any consummated or proposed transaction or series of transactions: (i) in which the company
was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of
the average of the company's total assets at year end for the prior two completed fiscal years in the aggregate over the duration
of the transaction (without regard to profit or loss); and (iii) in which a "related party" had, has or will have a direct
or indirect material interest. "Related parties" under this policy will include: (i) our directors, nominees for director
or officers; (ii) any record or beneficial owner of more than 5% of any class of our voting securities; (iii) any immediate family member
of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who maybe a "related person"
pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the audit committee will consider (i) the relevant
facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be
obtained in arm's-length dealings with an unrelated third party, (ii) the extent of the related party's interest in the transaction,
(iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship
underlying the transaction to be in the best interests of the company and its shareholders and (v) the effect that the transaction may
have on a director's status as an independent member of the board and on his or her eligibility to serve on the board's committees.
Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances
relating thereto. Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the
transaction in accordance with the guidelines set forth in the policy. The policy will not permit any director or officer to participate
in the discussion of, or decision concerning, a related person transaction in which he or she is the related party.

 Director Independence

 Nasdaq listing standards require that a majority
of our Board be independent. An "independent director" is defined generally as a person who, in the opinion of the company's
board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder, stockholder or
officer of an organization that has a relationship with the company). We have four "independent directors" as defined in
Nasdaq listing standards and applicable SEC rules. The Board has determined that Fara Remtulla, Daniel Mudd and Thomas P.M. Barry are
"independent directors" as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors will have
regularly scheduled meetings at which only independent directors are present.

 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

 The following is a summary of fees paid or to be paid to Marcum LLP
("Marcum"), our independent registered public accountant, for services rendered.

 Audit Fees. Audit fees consist of fees billed for professional
services rendered for the audit of our year-end financial statements and services that are normally provided by Marcum in connection
with regulatory filings. The aggregate fees billed by Marcum for professional services rendered for the audit of our annual financial
statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with
the SEC for the years ended December 31, 2024 and 2023 totaled $165,012 and $86,904, respectively. The above amounts include interim
procedures and audit fees, as well as attendance at audit committee meetings.

 Audit-Related Fees. Audit-related services consist of fees
billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements
and are not reported under "Audit Fees." These services include attest services that are not required by statute or regulation
and consultations concerning financial accounting and reporting standards. We did not pay Marcum for consultations concerning financial
accounting and reporting standards for the year ended December 31, 2024 and 2023.

 Tax Fees. We did not pay Marcum for tax planning and tax advice
for the years ended December 31, 2024 and 2023.

 All Other Fees. We did not pay Marcum for other services for
the years ended December 31, 2024 and 2023.

 Policy on Board Pre-Approval of Audit and Permissible Non-Audit
Services of the Independent Auditors

 Our audit committee was formed upon the consummation
of our IPO. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all
auditing services and permitted non-audit services to be performed for us by Marcum, including the fees and terms thereof (subject to
the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the
completion of the audit).

 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 (a) The following documents are filed as part of this report:

 (1) Financial Statements

 Reference is made to the Index to Financial Statements
of the Company under Item 8 of Part II above.

 (2) Financial Statement Schedule

 All financial statement schedules are omitted
because they are not applicable or the amounts are immaterial, not required, or the required information is presented in the financial
statements and notes thereto in Item 8 of Part II above.

 (3) Exhibits

 We hereby file as part of this report the exhibits
listed in the attached Exhibit Index.

 Exhibit

 Number

 Description

 3.1

 Amended
 and Restated Memorandum and Articles of Association (Incorporated by reference to the corresponding exhibit to the Company's
 Current Report on Form 8-K (File No. 001-41125), filed with the SEC on December 9, 2021).

 3.2

 Amendment to Amended and Restated Memorandum and Articles of Incorporation, dated February 27, 2023 (Incorporated by reference to the corresponding exhibit to the Company's Current Report on Form 8-K (File No. 001-41125), filed with the SEC on February 27, 2023).

 3.3

 Amendment to Amended and Restated Memorandum and Articles of Incorporation, dated September 7, 2023 (Incorporated by reference to the corresponding exhibit to the Company's Current Report on Form 8-K (File No. 001-41125), filed with the SEC on September 13, 2023).

 3.4

 Amendment to Amended and Restated Memorandum and Articles of Incorporation, dated December 8, 2023 (Incorporated by reference to the corresponding exhibit to the Company's Current Report on Form 8-K (File No. 001-41125), filed with the SEC on December 14, 2023).

 3.5

 Amendment
 to Amended and Restated Memorandum and Articles of Incorporation, dated December 4, 2024 (Incorporated by reference to the corresponding
 exhibit to the Company's Current Report on Form 8-K (File No. 001-41125), filed with the SEC on December 10, 2024).

 4.1

 Specimen
 Unit Certificate (Incorporated by reference to the corresponding exhibit to the Company's Registration Statement on Form S-1
 (333-261247), filed with the SEC on November 19, 2021).

 4.2

 Specimen
 Class A Ordinary Share Certificate (Incorporated by reference to the corresponding exhibit to the Company's Registration Statement
 on Form S-1 (333-261247), filed with the SEC on November 19, 2021).

 4.3

 Specimen
 Warrant Certificate (Incorporated by reference to the corresponding exhibit to the Company's Registration Statement on Form
 S-1 (333-261247), filed with the SEC on November 19, 2021).

 4.4

 Warrant
 Agreement, dated December 6, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (Incorporated
 by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K (File No. 001-41125), filed with the SEC on December
 9, 2021).

 4.5

 Description of Securities.

 10.1

 A
 Letter Agreement, dated December 6, 2021, among the Company and its officers and directors and the Sponsor (Incorporated by reference
 to the corresponding exhibit to the Company's Current Report on Form 8-K (File No. 001-41125), filed with the SEC on December
 9, 2021).

 10.2

 Investment
 Management Trust Agreement, dated December 6, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee
 (Incorporated by reference to the corresponding exhibit to the Company's Current Report on Form 8-K (File No. 001-41125), filed
 with the SEC on December 9, 2021).

 10.3

 Amendment
 No. 1 to Investment Management Trust Agreement, by and between the Company and Continental Stock Transfer & Trust Company, as
 trustee, dated February 27, 2023 (Incorporated by reference to the corresponding exhibit to the Company's Current Report on
 Form 8-K (File No. 001-41125), filed with the SEC on February 27, 2023).

 10.4

 Registration
 Rights and Shareholder Agreement, dated December 6, 2021, between the Company and certain security holders (Incorporated by reference
 to the corresponding exhibit to the Company's Current Report on Form 8-K (File No. 001-41125), filed with the SEC on December
 9, 2021).

 10.5

 Private
 Placement Warrants Purchase Agreement, dated December 6, 2021, between the Company and the Sponsor (Incorporated by reference to
 the corresponding exhibit to the Company's Current Report on Form 8-K (File No. 001-41125), filed with the SEC on December
 9, 2021).

 10.6

 Form
 of Indemnity Agreement (Incorporated by reference to the corresponding exhibit to the Company's Registration Statement on Form
 S-1 (333-261247), filed with the SEC on November 19, 2021).

 10.7

 Administrative
 Services Agreement, dated December 6, 2021, between the Company and the Sponsor (Incorporated by reference to exhibit 10.11 to the
 Company's Current Report on Form 8-K (File No. 001-41125), filed with the SEC on December 9, 2021).

 10.8

 Promissory
 Note, dated February 28, 2023, issued by the Company. (incorporated by reference to exhibit 10.8 to the Company's Annual Report
 on Form 10-K filed with the SEC on March 31, 2023).

 10.9

 Termination
 Agreement, dated August 30, 2023 (incorporated by reference to exhibit 10.1 to the Company's Current Report on Form 8-K, filed
 with the SEC on August 30, 2023).

 10.10

 Amendment
 to the Investment Management Trust Agreement, dated September 7, 2023 (incorporated by reference to exhibit 10.1 to the Company's
 Current Report on Form 8-K, filed with the SEC on September 13, 2023).

 10.11

 Purchase
 Agreement, dated September 8, 2023, among the Company, the Sponsor and Purchaser (incorporated by reference to exhibit 10.2 to the
 Company's Current Report on Form 8-K, filed with the SEC on September 13, 2023).

 10.12

 Joinder
 Agreement, dated September 8, 2023 (incorporated by reference to exhibit 10.3 to the Company's Current Report on Form 8-K,
 filed with the SEC on September 13, 2023).

 10.13

 Letter
 Agreement Amendment, dated September 8, 2023, between the Company and its resigning officers and directors (incorporated by reference
 to exhibit 10.4 to the Company's Current Report on Form 8-K, filed with the SEC on September 13, 2023).

 10.14

 Amendment
 to the Investment Management Trust Agreement, dated December 8, 2023(incorporated by reference to exhibit 10.1 to the Company's
 Current Report on Form 8-K, filed with the SEC on December 14, 2023).

 10.15

 Amended
 and Restated Promissory Note, dated February 9, 2024 (incorporated by reference to Exhibit 10.2 to the Company's Current Report
 on Form 8-K, filed with the SEC on February 12, 2024).

 10.16

 Joinder
 Agreement, dated as of March 21, 2024 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K,
 field with the SEC on March 25, 2024).

 10.17

 Business
 Combination Agreement, dated as of March 25, 2024, by and among the Company, Merger Sub, OmnigenicsAI and MultiplAI. (incorporated
 by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, field with the SEC on March 29, 2024).

 10.18

 Voting
 and Support Agreement, dated as of March 25, 2024, by and among the Company, Templar LLC, OmnigenicsAI and the Parent. (incorporated
 by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, field with the SEC on March 29, 2024).

 10.19

 Backstop
 Agreement, dated as of March 25, 2024, by and among Theo I SCSp, OmnigenicsAI and Heritas Ltd. (incorporated by reference to Exhibit
 10.3 to the Company's Current Report on Form 8-K, field with the SEC on March 29, 2024).

 10.20

 Promissory
 Note, dated as of August 26, 2024, issued by the Company (incorporated by reference to exhibit 10.1 to the Company's Form 8-K
 filed with the SEC on August 26, 2024).

 10.21

 Promissory
 Note, dated as of November 7, 2024, issued by the Company (incorporated by reference to exhibit 10.1 to the Company's
 Form 8-K filed with the SEC on November 7. 2024).

 31.1

 Certification of the Registrant's Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2

 Certification of the Registrant's Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 Certification of the Registrant's Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 Executive Officer Clawback Policy

 101.INS

 101.SCH

 101.CAL

 Document

 101.DEF

 Document

 101.LAB

 101.PRE

 Document

 Cover Page Interactive Data File (embedded within

 ITEM 16. 10-K SUMMARY

 Not applicable.

 SIGNATURES

 Pursuant to the requirements of Section 13 or
15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

 APX ACQUISITION CORP. 1

 By:

 /s/ Xavier Martinez

 Name:

 Xavier Martinez

 Title:

 Chief Financial Officer

 (Principal Financial and Accounting Officer)

 Pursuant to the requirements of the Securities
and Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated below.

 Signature

 Title

 Date

 /s/ Kyle Bransfield

 Chief Executive Officer, Chairman of the Board

 Kyle Bransfield

 (Principal Executive Officer)

 /s/ Xavier Martinez

 Chief Financial Officer

 Xavier Martinez

 (Principal Financial and Accounting Officer)

 /s/ Daniel Braatz

 Daniel Braatz

 /s/ Alfredo Vara Alonso

 Alfredo Vara Alonso

 /s/ Fara Remtulla

 Fara Remtulla

 /s/ Daniel Mudd

 Daniel Mudd

 /s/ Thomas P.M. Barry

 Thomas P.M. Barry

 Report of Independent Registered Public Accounting Firm (PCAOB ID No. 688)

 Balance Sheets as of December 31, 2024 and 2023

 Statements of Operations for the years ended December 31, 2024 and 2023

 Statements of Changes in Shareholders' Deficit for the years ended December 31, 2024 and 2023

 Statements of Cash Flows for the years ended December 31, 2024 and 2023

 Notes to Financial Statements

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Shareholders and Board of Directors of

 APx Acquisition Corp. I

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets of APx Acquisition
Corp. I (the "Company") as of December 31, 2024 and 2023, the related statements of operations, changes in shareholders'
deficit and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to
as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial
position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years
in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

 Explanatory Paragraph - Going Concern

 The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As more fully described in Note 1 to the financial statements, the Company is a
Special Purpose Acquisition Corporation that was formed for the purpose of completing a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities on
or before December 9, 2025. The Company entered into a definitive merger/business combination agreement with a business combination
target on March 25, 2024; however, the completion of this transaction is subject to the approval of the Company's shareholders
among other conditions. There is no assurance that the Company will obtain the necessary approvals, satisfy the required closing
conditions, raise the additional capital it needs to fund its operations, and complete the transaction prior to December 9, 2025, if
at all. The Company also has no approved plan in place to extend the business combination deadline and fund operations for any
period of time after December 9, 2025, in the event that it is unable to complete a business combination by that date. These
matters raise substantial doubt about the Company's ability to continue as a going concern. Management's plans with
regard to these matters are also described in Note 1. The financial statements do not include any adjustments that may be necessary
should the Company be unable to continue as a going concern.

 Basis for Opinion

 These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required
to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are
free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal
control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits
also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 /s/ Marcum LLP

 Marcum LLP

 We have served as the Company's auditor since 2021.

 Houston, Texas

 F- 2

 APX ACQUISITION CORP.
I

 BALANCE SHEETS

 2024

 2023

 ASSETS

 Current assets

 Cash

 $

 $
 8,167

 Prepaid expenses

 -

 -

 Accrued interest receivable

 60,458

 281,963

 Total Current Assets

 60,578

 290,130

 Non-current Investment held in Trust Account

 6,208,367

 62,406,649

 TOTAL ASSETS

 $
 6,268,945

 $
 62,696,779

 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT

 Current liabilities

 Accrued expenses and accounts payable

 $
 2,118,948

 $
 224,903

 Notes payable

 1,146,075

 -

 Convertible note payable

 1,500,000

 520,600

 Due to Related Party

 -

 Total current liabilities

 4,765,535

 745,503

 Warrant liabilities

 1,406,000

 878,750

 Total Liabilities

 6,171,535

 1,624,253

 Commitments and Contingencies (Note 7)

 Class A ordinary shares – 520,056 and 5,597,624 shares subject to possible redemption at $ 12.05 and $ 11.20 per share redemption value at December 31, 2024 and 2023, respectively

 6,268,825

 62,688,612

 Shareholders' Deficit

 Preferred Stock - $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at December 31, 2024 and 2023

 -

 -

 Class A ordinary shares - $ 0.0001 par value; 200,000,000 shares authorized; 4,312,500 issued and outstanding at December 31, 2024 and 2023 (excluding 520,056 and 5,597,624 shares subject to possible redemption at December 31, 2024 and 2023, respectively)

 Class B ordinary shares - $ 0.0001 par value; 20,000,000 shares authorized, none issued and outstanding at December 31, 2024 and 2023

 -

 -

 Additional paid-in capital

 -

 -

 Accumulated Deficit

 ( 6,171,846
)

 ( 1,616,517
)

 Total Shareholders' Deficit

 ( 6,171,415
)

 ( 1,616,086
)

 TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT

 $
 6,268,945

 $
 62,696,779

 The accompanying notes are an integral part
of the financial statement.

 F- 3

 STATEMENTS OF OPERATIONS

 For the
 Year Ended
 2024

 For the
 Year Ended
 2023

 Formation costs and other operating expenses

 $

 2,612,483

 1,744,855

 Loss from operations

 ( 2,612,483

)

 ( 1,744,855

)

 Other income (expense):

 Interest earned on investments in Trust Account

 3,056,533

 4,024,613

 One-time advisory fee

 -

 1,625,000

 Gain on settlement of debt

 -

 117,373

 Interest expense

 ( 35,857

)

 ( 82,345

)

 Change in fair value of warrant liabilities

 ( 527,250

)

 ( 562,277

)

 Gain on settlement of trade payables

 -

 878,886

 Total Other Income (expense), net

 2,493,426

 6,001,250

 Net (loss) income

 $

 ( 119,057

)

 $

 4,256,395

 Weighted average shares outstanding of Class A ordinary shares, redeemable

 5,222,899

 8,018,829

 Basic and diluted net (loss) income per share, Class A ordinary shares, redeemable

 $

 ( 0.01

)

 $

 0.35

 Weighted average shares outstanding, Class A and Class B ordinary shares, non-redeemable

 Basic and diluted net (loss) income per share, Class A and Class B ordinary shares, non-redeemable

 $

 ( 0.01

)

 $

 0.35

 The accompanying notes are an integral part
of the financial statement.

 F- 4

 STATEMENTS OF CHANGES IN SHAREHOLDERS'
DEFICIT

 FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 Class A
 Common Shares

 Class B
 Common Shares

 Additional
 Paid-in

 Accumulated

 Total
 Shareholders'

 Amount

 Amount

 Capital

 Deficit

 Deficit

 Balance-December 31, 2023

 $

 $
 -

 $
 ( 1,616,517
)

 $
 ( 1,616,086
)

 Remeasurement of Class A ordinary shares to redemption amount

 -

 -

 -

 -

 ( 4,436,272
)

 ( 4,436,272
)

 Net loss

 -

 -

 -

 -

 -

 ( 119,057
)

 ( 119,057
)

 Balance-December 31, 2024

 $

 -

 $
 -

 $
 -

 $
 ( 6,171,846
)

 $
 ( 6,171,415
)

 Class A
 Common Shares

 Class B
 Common Shares

 Additional
 Paid-in

 Accumulated

 Total
 Shareholders'

 Amount

 Amount

 Capital

 Deficit

 Deficit

 Balance-December 31, 2022

 -

 $
 -

 $

 $
 -

 $
 ( 552,763
)

 $
 ( 552,332
)

 Remeasurement of Class A ordinary shares to redemption amount

 -

 -

 -

 -

 ( 704,464
)

 ( 5,320,149
)

 ( 6,024,613
)

 Gain on settlement of related party payables

 704,464

 -

 704,464

 Conversion of Class B into Class A shares

 ( 4,312,500
)

 ( 431
)

 Net income

 -

 -

 -

 -

 -

 4,256,395

 4,256,395

 Balance-December 31, 2023

 $

 -

 $
 -

 $
 -

 $
 ( 1,616,517
)

 $
 ( 1,616,086
)

 The accompanying notes are an integral part
of the financial statement.

 F- 5

 STATEMENTS OF CASH FLOWS

 For the Year
 Ended
 2024

 For the Year
 Ended
 2023

 Cash Flows from Operating Activities:

 Net (loss) income

 $
 ( 119,057
)

 $
 4,256,395

 Adjustments to reconcile net income to net cash (used in) provided by operating activities:

 Change in fair value of warrant liabilities

 527,250

 562,277

 Interest earned on marketable securities held in trust

 ( 3,278,038
)

 ( 4,320,595
)

 Amortization of debt discount

 -

 82,345

 Gain on settlement of debt

 -

 ( 117,373
)

 Gain on settlement of trade payables

 -

 ( 878,886
)

 Changes in operating assets and liabilities:

 Prepaid expenses

 -

 137,500

 Accrued interest receivable

 221,505

 295,982

 Accounts payable and accrued expenses

 1,894,045

 1,056,716

 Due to Related party

 -

 Net cash (used
 in) provided by operating activities

 ( 753,783
)

 1,074,361

 Cash Flows from Investing Activities:

 Cash deposited in Trust Account

 ( 1,379,739
)

 ( 2,000,000
)

 Investment withdrawn from Trust Account

 60,856,059

 121,866,147

 Net cash provided by investing activities

 59,476,320

 119,866,147

 Cash Flows from Financing Activities:

 Proceeds received from promissory note, convertible

 979,400

 520,600

 Proceeds received from promissory note

 1,146,075

 1,625,000

 Repayment of promissory note

 ( 1,625,000
)

 Payments for redemption for class A common share

 ( 60,856,059
)

 ( 121,866,147
)

 Net cash used in financing activities

 ( 58,730,584
)

 ( 121,345,547
)

 Net Change in Cash

 ( 8,047
)

 ( 405,039
)

 Cash - Beginning of period

 8,167

 413,206

 Cash - End of period

 $

 $
 8,167

 Non-cash investing and financing activities:

 Conversion of class B to class A shares

 $
 -

 $

 Gain on settlement of related party payables

 $
 -

 $
 704,464

 Remeasurement of Class A shares subject to possible redemption

 $
 ( 4,436,272
)

 $
 6,024,612

 The accompanying notes are an integral part
of the financial statement.

 F- 6

 NOTES TO FINANCIAL STATEMENTS

 NOTE 1. DESCRIPTION OF ORGANIZATION, AND BUSINESS OPERATIONS AND
GOING CONCERN

 APx Acquisition Corp. I (the "Company")
is a blank check company incorporated in the Cayman Islands on May 13, 2021. The Company was formed for the purpose of effectuating a
merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or other similar business combination with one or
more businesses (the "Business Combination"). The Company is an early stage and emerging growth company and, as such, the
Company is subject to all of the risks associated with early stage and emerging growth companies.

 As of December 31, 2024, the Company had not
yet commenced any operations. All activity for the period May 13, 2021 (inception) through December 31, 2024, relates to the Company's
formation and the initial public offering (the "Initial Public Offering") which is described below. The Company will not
generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate
non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected
December 31 as its fiscal year end.

 The Company's sponsor is APx Cap Sponsor
Group I, LLC (the "Sponsor"). The registration statement for the Company's Initial Public Offering was declared effective
on December 6, 2021. On December 9, 2021, the Company consummated the Initial Public Offering of 17,250,000 units (the "Units"
and, with respect to the shares of Class A ordinary shares included in the Units sold, the "Public Shares"), at $ 10.00 per
Unit, generating gross proceeds of $ 172,500,000, which is described in Note 3.

 Simultaneously with the closing of the Initial
Public Offering, the Company consummated the private placement ("Private Placement") of 8,950,000 warrants (each, a "Private
Placement Warrant" and collectively, the "Private Placement Warrants") to the Sponsor, each exercisable to purchase
one Class A ordinary share at $ 11.50 per share, at a price of $ 1.00 per Private Placement Warrant, generating gross proceeds to the Company
of $ 8,950,000 (Note 4).

 Transaction costs amounted to $ 10,321,097, consisting
of $ 3,450,000 of underwriting fees, $ 6,037,500 of deferred underwriting fees and $ 833,597 of other offering costs. In addition, at December
9, 2021, cash of $ 1,295,936 was held outside of the Trust Account (as defined below) and is available for working capital purposes.

 On October 17, 2022, the Company entered into
an engagement letter with EarlyBirdCapital, Inc. ("EBC") for the provision of M&A advisory services (the "Advisory
Agreement") and an engagement letter with EBC for placement agency services (the "Placement Agency Agreement"). Pursuant
to the Advisory Agreement, the Company would pay to EBC a fee of $ 2,000,000 in cash upon the closing of a business combination or similar
transaction (the "Transaction Fee"). Pursuant to the Placement Agency Agreement, the Company would pay to EBC upon the closing
of a business combination or similar transaction a cash placement fee (the "Placement Agent Fee") equal to (a) 4.5 % of the
aggregate equity amount funded by investors contacted by EBC in connection with the placement, and (b) 2.5 % of the aggregate debt financing
amount, including secured and convertible debt, funded by investors contacted by EBC in connection with the placement. On August 22,
2023, the Company and EBC entered into a letter agreement (the "Letter Amendment") which terminated the Placement Agency
Agreement (including, for the avoidance of doubt, the Placement Agent Fee) and amended the Advisory Agreement. Pursuant to the Letter
Amendment, the Advisory Agreement was amended to provide that the Company, at its option, could elect to pay up to $ 500,000 of the Transaction
Fee in ordinary shares of the post-business combination company (in lieu of cash), with such issuance to occur on the six month anniversary
of the closing of the business combination, and valued based on the volume weighted average price of the post-business combination company's
ordinary shares for the ten trading days immediately preceding the six month anniversary of the closing of the business combination.

 On December 21, 2023, the Company received a
deficiency letter (the "Letter") from the Listing Qualifications Department of The Nasdaq Stock Market ("Nasdaq").
The Letter notified the Company that since the Company had not yet filed its Quarterly Report on Form 10-Q for the quarter ended September
30, 2023, the Company does not comply with Nasdaq's Listing Rule 5250(c)(1) relating to the Company's obligation to file
periodic financial reports for continued listing. The Letter further stated that the Company has until February 19, 2024 to submit a
plan to regain compliance with respect to the delinquent reports. The Company subsequently filed its Quarterly Report on Form 10-Q for
the quarter ended September 30, 2023 within the cure period provided by Nasdaq within the Letter.

 On May 30, 2024, the Company received a
deficiency letter (the "Report Letter") from the Listing qualifications Department of Nasdaq. The Report Letter notified
the Company that since the Company had not yet filed its Annual Report on Form 10-K for the year ended December 31, 2023,
and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, the Company does not comply with Nasdaq's
Listing Rule 5250(c)(1) relating to the Company's obligation to file periodic financial reports for continued listing. The Report
Letter further stated that the Company has until July 29, 2024, to submit a plan to regain compliance with respect to the delinquent
reports.

 On July 24, 2024, the Company submitted
its plan to regain compliance with respect to its failure to timely file its Annual Report on Form 10-K for the year ended December 31,
2023, and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (collectively the "Forms").
The remediation plan entails filing of the Form in advance of September 27, 2024, which would be the expiration of the 180-day exception
period pursuant to Nasdaq Listing Rule 5810(c)(2)(F)(ii) as referenced in the Report Letter. On September 4, 2024, Nasdaq notified
the Company that it has been granted an extension to regain compliance with the above referenced requirements (and the requirement to
file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024), which extension terminated on September 27,
2024. The Company filed the Forms and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 prior to the expiration
of such deadline.

 F- 7

 On September 4, 2024, the Company received
a deficiency letter (the "Warrant Letter") from Nasdaq. The Warrant Letter notified the Company had failed to maintain a
minimum of $ 1,000,000 in aggregate market value of its outstanding warrants and is not in compliance with Nasdaq's Listing
Rule 5452(b)(C). The Warrant Letter further stated that the Company has until October 21, 2024, to submit a plan to regain compliance
with respect to such deficiency.

 On October 29, 2024, the Company received
written notice from the Staff (the "November Notice"), stating that the Compliance Plan the Company submitted in response
to the September 4, 2024 deficiency letter (the "Warrant Letter") was not accepted as the Company had provided insufficient
evidence to demonstrate that it can effect the Compliance Plan by its 36-month expiration date of December 6, 2024, at
which time the Company's securities will be delisted from Nasdaq, 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
from Nasdaq due to the Company's non-compliance.

 Pursuant to 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. As of the date of this Annual Report on Form 10-K,
our warrants and units have been suspended from trading; however, Nasdaq has not yet filed the Form 25-NSE with the SEC.

 On December 10, 2024, 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.

 As a result, trading in our securities on Nasdaq
was effectively suspended with the open of the market on December 17, 2024, and our securities are currently eligible to trade only
on the over-the-counter markets system.

 On March 21, 2025, Nasdaq filed a Form 25-NSE
in respect of our Class A ordinary shares with the SEC, and the delisting of our Class A ordinary shares will become effective on March
31, 2025.

 In order to complete the delisting process with
respect to our units and warrants, we expect that Nasdaq will file a Form 25-NSE in respect of such securities with the SEC, and the delisting
will become effective ten days after such Form 25-NSE is filed. Although we expect that we will be notified by Nasdaq prior to the filing
of such Form 25-NSE, as well as prior to the release of a press release by Nasdaq announcing the delisting event, we are not at this time
able to determine when such Form 25-NSE will be filed or when the delisting of our units and warrants from Nasdaq will be complete. However,
the filing of the Form 25-NSE by Nasdaq and the subsequent delisting of our units and warrants may occur at any time without prior notice.

 Despite the delisting of our securities from Nasdaq,
we intend to proceed with our efforts to consummate our initial Business Combination. However, Nasdaq approval of OmnigenicsAI's
initial listing application with respect to the Business Combination is a condition to such Business Combination, and there can be no
guarantee that Nasdaq will approve such initial listing application, which may delay, or ultimately prevent the consummation of the proposed
Business Combination.

 Following the suspension of trading on Nasdaq,
our Class A ordinary shares are quoted on the Pink Open Market of the OTC under the symbol "APXIF".

 The Company will remain
a reporting entity under the Securities Exchange Act of 1934, as amended, with respect to continued disclosure of financial and operational
information.

 First and Second Extension

 On February 27, 2023, the Company held an extraordinary
general meeting (the "February 2023 EGM") and its shareholders approved an amendment to our amended and restated memorandum
and articles of association (as amended, the "Articles of Association") and to the investment management trust agreement
dated as of September 7, 2021 (as amended, the "Trust Agreement") to change the payment required to extend the Combination
Period by two three-month periods (the "February Extension Amendment Amendment"). In connection with such vote, the holders
of 10,693,417 public shares properly exercised their right to redeem their shares (and did not withdraw their redemption) for an aggregate
redemption amount of $ 111,346,281. Following such redemptions, approximately $ 68,271,081 remained in the trust account and 6,556,583
public shares remained issued and outstanding. Such remaining amount in the trust account will be distributed either to (i) all holders
of public shares upon our liquidation or (ii) holders of public shares who elect to have their shares redeemed in connection with the
consummation of our initial business combination. Accordingly, on March 1, 2023, the Company deposited $ 750,000 into the Trust Account
in order to effect the extension of the termination date, from March 9, 2023 to June 9, 2023 (the "First Extension"). On
June 22, 2023, the Company deposited an additional $ 750,000 into the Trust Account for a subsequent extension of the termination date,
from June 9, 2023 to September 9, 2023 (the "Second Extension"), that the Company may need to complete an initial business
combination.

 F- 8

 Third Extension

 On September 7, 2023, the Company held an extraordinary
general meeting (the "September 2023 EGM") and its shareholders approved an amendment to its Articles and to the Trust Agreement
to extend the time to complete a business combination (the "Termination Date") up to three (3) times for an additional one
(1) month each time (each, an "Extension") from September 9, 2023 to December 9, 2023, by depositing the lesser of $ 0.025
per public share or $ 125,000 (each such payment, an "Extension Payment") for each one-month extension into the Company's
trust account (the "Trust Account"). In connection with the September 2023 EGM, the holders of 757,463 public shares properly
exercised their right to redeem their shares (and did not withdraw their redemption) for an aggregate redemption amount of approximately
$ 8,273,281. Following such redemptions, approximately $ 63,340,058 remained in the trust account and 5,799,120 public shares remained
issued and outstanding. Such remaining amount in the trust account will be distributed either to (i) all holders of public shares upon
our liquidation or (ii) holders of public shares who elect to have their shares redeemed in connection with the consummation of our initial
business combination.

 On September 15, 2023, October 19, 2023 and November
13, 2023, the Company deposited $ 125,000 into the Trust Account in order to effect three one-month extensions of the termination date,
from September 9, 2023 to December 9. 2023.

 Fourth Extension

 On December 8, 2023, the Company held an extraordinary
general meeting (the "December 2023 EGM") and its shareholders approved an amendment to its Articles and to the Trust Agreement
to extend the Termination Date up to twelve (12) times for an additional one (1) month each time from December 9, 2023 to December 9,
2024, by depositing the lesser of $ 0.025 per public share or $ 125,000 for each one-month extension into the Company's Trust Account.
In connection with the December 2023 EGM, the holders of 201,496 public shares properly exercised their right to redeem their shares
(and did not withdraw their redemption) for an aggregate redemption amount of $ 2,246,585. Following such redemptions, 62,410,856 remained
in the trust account and 5,597,624 public shares remained issued and outstanding. Such remaining amount in the trust account will be
distributed either to (i) all holders of public shares upon our liquidation or (ii) holders of public shares who elect to have their
shares redeemed in connection with the consummation of our initial business combination.

 On December 20, 2023, January 24, 2024, February
12, 2024, March 12, 2024, April 8, 2024 and May 28, 2024, the Company deposited $ 125,000 each month into the Trust Account in order to
effect six one-month extensions of the termination date to June 9, 2024.

 On September 27, 2024, the Company deposited
a lumpsum of $ 379,740 for back payments to the Trust representing $ 125,000 for each of the months of June 2024, July 2024 and
August 2024 to extend the termination date to September 9, 2024, with the remaining balance making up the interest. On November 8,
2024, APx deposited a lumpsum of $ 375,000 for back payments to the Trust representing $ 125,000 for each of the months of September
2024, October 2024 and November 2024 as Extension Payments to extend the termination date to December 9, 2024.

 Fifth Extension

 On December 4, 2024, the Company held an extraordinary
general meeting (the "December 2024 EGM"), As approved by its shareholders at the meeting, APx Acquisition Corp. I (the " Company "),
and its trustee, Continental Stock Transfer & Trust Company (the " Trustee "), signed an amendment (the " Trust
Agreement Amendment ") to the investment management trust agreement dated as of December 6, 2021 (the " Trust Agreement"),
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 ").

 Sponsor Alliance

 On September 8, 2023, the Company entered into
a purchase agreement (the "Purchase Agreement") with the Company's sponsor, APx Cap Sponsor Group I, LLC (the "Sponsor")
and Templar, LLC and its designees (the "Purchaser"), whereby the Sponsor transferred to the Purchaser, in exchange for $ 1.00
plus the Purchaser's agreement to advance up to $ 50,000 to pay for expenses related to Company's Exchange Act filing obligations,
 3,342,188 of the Company's Class B ordinary shares, $ 0.0001 par value (the "Founder Shares") and 6,936,250 private
placement warrants (the "Placement Warrants") purchased at the time of the Company's initial public offering ("IPO")
pursuant to a Private Placement Warrants Purchase Agreement, dated December 6, 2021. The Sponsor retained 970,312 Founder Shares and
 2,013,750 Private Placement Warrants. The transfer of Founder Shares and Private Placement Warrants to the Purchaser pursuant to the
Purchase Agreement is referred to as the "Transfer," which closed on September 8. 2023. The Transfer and all transactions
consummated in connection there with are referred to as the "Sponsor Alliance Transaction."

 On March 21, 2024, in connection with the transfer
by Templar LLC of 800,000 Class A ordinary shares of the Company to its wholly owned subsidiary, Templar Subco LLC ("Templar Subco"),
Templar Subco entered into a joinder agreement with the Company (the "Joinder Agreement") to become a party to the Letter
Agreement and the Registration Rights Agreement, both dated December 6, 2021 and entered into in connection with the Company's
initial public offering.

 F- 9

 Upon the closing of the Initial Public Offering,
an amount of $ 175,950,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement
Units was placed in a trust account (the "Trust Account") located in the United States and will be invested only in U.S.
government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the "Investment
Company Act"), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market
fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act,
as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust
Account, as described below.

 The Company's management has broad discretion
with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants,
although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ
rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to
at least 80 % of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on
interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company
will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting
securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register
as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"). There is no
assurance that the Company will be able to successfully effect a Business Combination.

 The Company will provide its holders of the outstanding
Public Shares (the "public shareholders") with the opportunity to redeem all or a portion of their Public Shares upon the
completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or
(ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek shareholder approval of a Business
Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares without voting, and if they do
vote, irrespective of whether they vote for or against a Business Combination.

 If the Company seeks shareholder approval of
a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company's Certificate of Incorporation
provides that, a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is
acting in concert or as a "group" (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")), will be restricted from seeking redemption rights with respect to more than an aggregate of 15 % of the Public Shares without
the Company's prior written consent.

 The public shareholders will be entitled to redeem
their shares for a pro rata portion of the amount then in the Trust Account (initially $ 10.00 per share, plus any pro rata interest earned
on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to
be distributed to shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will
pay to the underwriters. There will be no redemption rights upon the completion of a Business Combination with respect to the Company's
warrants. These Class A ordinary shares will be recorded at a redemption value and classified as temporary equity upon the completion
of the Initial Public Offering, in accordance with Accounting Standards Codification ("ASC") Topic 480 "Distinguishing
Liabilities from Equity."

 If a shareholder vote is not required and the
Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and
Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of the Securities and Exchange
Commission (the "SEC"), and file tender offer documents containing substantially the same information as would be included
in a proxy statement with the SEC prior to completing a Business Combination.

 The Company's Sponsor has agreed (a) to
vote its Founder Shares (Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination,
(b) not to propose an amendment to the Company's Amended and Restated Memorandum and Articles of Association with respect to the
Company's pre-Business Combination activities prior to the closing of a Business Combination unless the Company provides dissenting
public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any
shares (including the Founder Shares) into the right to receive cash from the Trust Account in connection with a shareholder vote to
approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does
not seek shareholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Memorandum and Articles
of Association relating to shareholders' rights of pre-Business Combination activity and (d) that the Founder Shares shall not
participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will
be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial
Public Offering if the Company fails to complete its Business Combination.

 F- 10

 If the Company is unable to complete a Business
Combination by December 9, 2025, 48 months from the closing of the IPO, assuming we further extend the period by up to twelve additional
one-month periods (the "Combination Period"), the Company will (i) cease all operations except for the purpose of winding
up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the
Trust Account and not previously released to us to pay taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by
the number of then outstanding public shares, which redemption will completely extinguish public shareholder's rights as shareholders
(including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the remaining shareholders and the Company's board of directors,
proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations
under Cayman Islands law to provide for claims of creditors and the requirements of applicable law. The underwriters have agreed to waive
their rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business
Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account
that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share
value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit $ 10.00.

 The Sponsor has agreed that it will be liable to
the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective
target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business
Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per Public Share and (ii) the
actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $ 10.00 per share
due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by
a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether
or not such waiver is enforceable) nor will it apply to any claims under the Company's indemnity of the underwriters of Initial
Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities
Act"). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently
verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor's only assets
are securities of the Company. Therefore, the Company cannot assure its shareholders that the Sponsor would be able to satisfy those
obligations. None of the Company's officers or directors will indemnify the Company for claims by third parties including, without
limitation, claims by vendors and prospective target businesses. The Company will seek to reduce the possibility that the Sponsor will
have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target
businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest
or claim of any kind in or to monies held in the Trust Account.

 The Proposed Business Combination

 On March 25, 2024,
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").

 The Company will provide
its holders of the outstanding Public Shares (the "public shareholders") with the opportunity to redeem all or a portion
of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called
to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the
Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to
redeem their shares without voting, and if they do vote, irrespective of whether they vote for or against a Business Combination.

 If the Company seeks
shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company's
Certificate of Incorporation provides that, a public shareholder, together with any affiliate of such shareholder or any other person
with whom such shareholder is acting in concert or as a "group" (as defined under Section 13 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), will be restricted from seeking redemption rights with respect to more than
an aggregate of 15 % of the Public Shares without the Company's prior written consent.

 The public shareholders
will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $ 10.00 per share,
plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).
The per-share amount to be distributed to shareholders who redeem their shares will not be reduced by the deferred underwriting
commissions the Company will pay to the underwriters. There will be no redemption rights upon the completion of a Business Combination
with respect to the Company's warrants. These Class A ordinary shares will be recorded at a redemption value and classified
as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification ("ASC")
Topic 480 "Distinguishing Liabilities from Equity."

 If a shareholder vote
is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant
to its Articles, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (the "SEC"),
and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC
prior to completing a Business Combination.

 F- 11

 The Company's
Sponsor has agreed (a) to vote any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination,
(b) not to propose an amendment to the Company's with respect to the Company's pre-Business Combination activities
prior to the closing of a Business Combination unless the Company provides dissenting public shareholders with the opportunity to redeem
their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) into the
right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any
shares in a tender offer in connection with a Business Combination if the Company does not seek shareholder approval in connection therewith)
or a vote to amend the provisions of the Articles relating to shareholders' rights of pre-Business Combination activity and
(d) that the Founder Shares shall not participate in any liquidating distributions upon winding up if a Business Combination is
not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public
Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination.

 If the Company is
unable to complete a Business Combination by December 9, 2025, 48 months from the closing of the IPO, assuming we further
extend the period by up to twelve additional one-month periods (the "Combination Period"), the Company will
(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than
ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released
to us to pay taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
public shares, which redemption will completely extinguish public shareholder's rights as shareholders (including the right to
receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the remaining shareholders and the Company's board of directors, proceed
to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations under
Cayman Islands law to provide for claims of creditors and the requirements of applicable law. The underwriters have agreed to waive
their rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business
Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account
that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per
share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit
$ 10.00.

 The Sponsor has agreed
that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the
Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar
agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per
Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account,
if less than $ 10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability
will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held
in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company's indemnity
of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as
amended (the "Securities Act"). However, the Company has not asked the Sponsor to reserve for such indemnification obligations,
nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe
that the Sponsor's only assets are securities of the Company. Therefore, the Company cannot assure its shareholders that the Sponsor
would be able to satisfy those obligations. None of the Company's officers or directors will indemnify the Company for claims by
third parties including, without limitation, claims by vendors and prospective target businesses. The Company will seek to reduce the
possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors,
service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the
Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

 Liquidity and Capital Resources

 As of December 31, 2024 and 2023, the Company
had $ 120 and $ 8,167 in cash and a working capital deficit of $ 4,765,415 and $ 737,336, respectively, excluding accrued interest receivable
as it is not available for working capital purposes.

 The Company's liquidity needs up to December
31, 2024, had been satisfied through a payment from the Sponsor of $ 25,000 (Note 5) for the Founder Shares and the remaining net proceeds
from our Initial Public Offering, the Private Placement Warrants and the Promissory Notes (as defined below), to cover certain offering
expenses. In addition, in order to finance transaction costs in connection with a Business Combination, the Company's Sponsor or
an affiliate of the Sponsor or certain of the Company's officers and directors may, but are not obligated to, provide the Company
Working Capital Loans, as defined below (Note 6).

 On February 28, 2023, the Company issued an unsecured
promissory note (the "First Promissory Note") in the amount of $ 875,000. The proceeds of the First Promissory Note were drawn
in a single instance and will be used to economically facility the Company's ability to effect the extension of the termination
date. The First Promissory Note is payable in full on the earlier of (a) the Company's consummation of a Business Combination or
(b) December 31, 2023.

 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 the amount of $ 750,000. The proceeds of the Second Promissory Note were drawn in a single instance and will be used
to economically facility the Company's ability to effect the extension of the termination date. The Second Promissory Note is payable
in full on the earlier of (a) the Company's consummation of a Business Combination or (b) December 31, 2023.

 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 Note payable is considered paid in full, and the Company no longer has access to draw funds.

 F- 12

 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, which amount was later amended to $ 2,000,000. 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. Management determined that there was an embedded conversion feature related to the note that would require bifurcation and
be classified as a liability. However, as of December 31, 2024, the amount was determined to be de minimis. As of December 31, 2024,
and December 31, 2023, a principal balance of $ 1,731,460 and $ 520,600 was outstanding under the Working Capital Promissory Note. The
amount outstanding as of December 31, 2023, 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 Note 6). 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. As of December 31, 2024, the principal balance outstanding is $ 446,000.

 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.

 Based on the foregoing, management believes that
the Company will not have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation
of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing
accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective
target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating
and consummating the Business Combination.

 Risks and Uncertainties

 The military conflict that commenced in February
2022 by the Russian Federation in Ukraine and the surrounding region, and Hamas' and Iran's Fall 2023 attack on Israel and
the ensuing war, have created and are expected to create further global economic consequences, including but not limited to the possibility
of extreme volatility and disruptions in the financial markets, diminished liquidity and credit availability, declines in consumer confidence,
declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. Such global consequences
may materially and adversely affect the Company's ability to consummate an initial Business Combination, or the operations of a
target business with which the Company ultimately consummates an initial Business Combination. In addition, the Company's ability
to consummate an initial Business Combination may be dependent on the ability to raise equity and debt financing which may be impacted
by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable
on terms acceptable to the Company or at all. The impact of this action and related sanctions on the global economy and the specific
impact on the Company's financial position, results of operations and/or ability to consummate an initial Business Combination
are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

 Going Concern Consideration

 At December 31, 2024 and 2023, the Company had
$ 120 and $ 8,167 in operating cash and a working capital deficit of $ 4,765,415 and $ 737,336, respectively, excluding Accrued interest
receivable as it is not available for working capital purposes. The Company has incurred and expects to continue to incur significant
costs in pursuit of its financing and acquisition plans.

 In connection with the Company's assessment
of going concern considerations in accordance with Financial Accounting Standard Board's Account Standards Update ("ASU")
2014-15, "Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern." The Company has until
December 9, 2025 (48 months from the closing of the IPO), if we further extend the period by up to twelve additional one-month periods,
to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time.
If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company.
Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution
as well as insufficient cash flows raises substantial doubt about the Company's ability to continue as a going concern. The financial
statements do not include any adjustment that might result from the outcome of this uncertainty.

 F- 13

 NOTE 2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES

 Basis of Presentation

 The accompanying
financial statements are presented in conformity with accounting principles generally accepted in the United States of America ("GAAP")
and pursuant to the rules and regulations of the SEC.

 Emerging Growth Company

is an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business
Startups Act of 2012 (the "JOBS Act"), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced
disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously
approved.

 Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not
have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.
The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply
to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended
transition period, which means that when a standard is issued or revised and it has different application dates for public or private
companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new
or revised standard. This may make comparison of the Company's financial statements with another public company, which is neither
an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible
because of the potential differences in accounting standards used.

 Use of Estimates

 The preparation
of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period.

 Making estimates
requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition,
situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its
estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly
from those estimates.

 Operating Segments

 The Company operates as one operating
segment. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated
by the chief operating decision maker ("CODM"), which is the Chief Executive Officer and Chairman of the Board, in deciding
how to allocate resources and assess performance. The Company's CODM evaluates the Company's financial information and resources
and assesses the performance of these resources. The Company is not organized by market and is managed and operated as one business. A
single management team that reports to the CODM comprehensively manages the entire business. Accordingly, the Company does not accumulate
discrete financial information with respect to separate divisions and does not have separate operating or reportable segments. Since the
Company operates in one operating segment, all required financial segment information can be found in the financial statements.

 Cash and Cash Equivalents

considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company
had $ 120 and $ 8,167 in cash and no cash equivalents as of December 31, 2024, and 2023, respectively.

 F- 14

 Investments Held in Trust
Account

 As of December
31, 2024, and 2023, the Company had $ 6,208,367 and $ 62,406,649 respectively held in the Trust Account which invests only in direct U.S.
government treasury obligations.

 Share-based Compensation

 The transfer
of the Founder Shares is in the scope of FASB ASC Topic 718, "Compensation-Stock Compensation" ("ASC 718"). Under
ASC 718, share- based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders
Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Share-based compensation would
be recognized at the date a Business Combination is considered probable (i.e., upon occurrence of a Business Combination) in an amount
equal to the number of Founders Shares that ultimately vest multiplied by the grant date fair value per share (unless subsequently modified)
less the amount initially received for the purchase of the Founders Shares. As of December 31, 2024 and 2023, the Company determined that
a Business Combination is not considered probable and, therefore, no share-based compensation expense has been recognized.

 The fair
value at the grant date of the 40,000 Founder Shares transferred to the Company's directors was approximately $ 203,000 or $ 5.08
per share. Upon consummation of an initial business combination, the Company will recognize approximately $ 203,000 in compensation expense.

 Net Income Per Ordinary Share

complies with accounting and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share". Net income per share is
computed by dividing net income by the weighted-average number of ordinary shares outstanding during the periods. The Company has not
considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 17,575,000
of the Company's Class A ordinary shares in the calculation of diluted income per share.

has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared
pro rata between the two classes of shares. The Company applies the two-class method in calculating earnings per share. The contractual
formula utilized to calculate the redemption amount approximates fair value. The Class feature to redeem at fair value means that there
is effectively only one class of stock. Changes in fair value are not considered a dividend for the purposes of the numerator in the earnings
per share calculation. Net income per ordinary share is computed by dividing the pro rata net income between the redeemable shares and
the non-redeemable shares by the weighted average number of ordinary shares outstanding for each of the periods. The calculation of diluted
income per ordinary stock does not consider the effect of the warrants issued in connection with the IPO since the exercise of the warrants
are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

 On October
2, 2023, in accordance with the provision of the Articles, each of the APx Sponsor and the Templar Sponsor exercised its rights to convert
an aggregate of 4,312,500 Class B ordinary shares into an equal number of Class A ordinary shares, on a one-for-one basis (the "Class
B Conversion"). As a result of the Class B Conversion, no Class B ordinary shares remain outstanding as of December 31, 2023 and
December 31, 2024.

 The following
table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except share amounts) for the years ended
December 31, 2024 and 2023:

 For the Year Ended
 December 31, 2024

 For the Year Ended
 December 31, 2023

 Class A Ordinary
 Shares,
 Redeemable

 Class A and
 Class B Ordinary
 Shares,
 Non-Redeemable

 Class A Ordinary
 Shares,
 Redeemable

 Class A and B Ordinary
 Shares,
 Non-Redeemable

 Basic and diluted net income per ordinary share Numerator:

 Allocation of net (loss) income

 $
 ( 65,212
)

 $
 ( 53,845
)

 $
 2,767,853

 $
 1,488,542

 Denominator Basic and diluted weighted average shares outstanding

 5,222,899

 8,018,829

 Basic and diluted net (loss) income per ordinary shares

 $
 ( 0.01
)

 $
 ( 0.01
)

 $
 0.35

 $
 0.35

 F- 15

 Income Taxes

complies with the accounting and reporting requirements of ASC Topic 740, "Income Taxes," which requires an asset and liability
approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences
between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based
on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances
are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 ASC Topic
740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions
taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be
sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits,
if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December
31, 2024 and 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or
material deviation from its position.

is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject
to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company's tax provision
was zero for the periods presented.

 Warrant Liability

accounts for warrants based on an assessment of the warrant's specific terms and applicable authoritative guidance in Financial
Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 480, "Distinguishing Liabilities
from Equity" ("ASC 480"), and ASC 815, "Derivatives and Hedging" ("ASC 815"). The assessment
considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant
to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants
are indexed to the Company's own ordinary shares, among other conditions for equity classification. This assessment, which requires
the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while
the warrants are outstanding.

 For issued
or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component
of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification,
the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.
Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair
value of the warrants was estimated using a Binomial Lattice model-based approach (see Note 11).

 Derivative Financial Instruments

evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives
in accordance with ASC Topic 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities,
the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with
changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such
instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are
classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument
could be required within 12 months of the balance sheet date.

 Concentration of Credit Risk

 Financial
instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution
which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $ 250,000. The Company has not experienced losses
on this account and management believes the Company is not exposed to significant risks on such account.

 F- 16

 Fair Value of Financial Instruments

 The fair
value of the Company's assets and liabilities, which qualify as financial instruments under ASC Topic 820, "Fair Value Measurement,"
approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework.
ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in
the Company's principal or most advantageous market in an orderly transaction between market participants on the measurement date.
The fair value hierarchy established in ASC 820 generally requires entity to maximize the use of observable inputs and minimize the use
of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing
the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable
inputs reflect the entity' own assumptions based on market data and the entity's judgments about the assumptions that market
participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

 Level 1-Assets
and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable
inputs, such as quoted prices in active markets for identical assets or liabilities.

 Level 2-Inputs
to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as
well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

 Level 3-Inputs
to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market
data exists for the assets or liabilities.

 Offering Costs Associated
with the Initial Public Offering

 Offering
costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the
Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based
on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed
as incurred in the condensed consolidated statements of operations. Offering costs associated with the Class A ordinary shares issued
were charged to temporary equity and warrants upon the completion of the Initial Public Offering. Offering costs amounting to $ 10,321,097
were charged to shareholders' equity upon the completion of the Initial Public Offering and $ 465,166 were expensed as of the date
of the Initial Public Offering.

 Recently Issued Accounting
Standards

 In August
2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06, Debt-Debt
with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40)
("ASU 2020-06") to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require
separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception
guidance pertaining to equity classification of contracts in an entity's own equity. The new standard also introduces additional
disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity's own equity. ASU 2020-06
amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments.
ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with
early adoption permitted beginning on January 1, 2021. The Company assessed the impact, if any, that ASU 2020-06 would have on its financial
position, results of operations or cash flows and determined there to be none.

 In November 2023, the FASB issued ASU 2023-07,
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07, which
is applicable to entities with a single reportable segment, will primarily require enhanced disclosures about significant segment expenses
and enhanced disclosures in interim periods. The guidance in ASU 2023-07 will be applied retrospectively and is effective for annual reporting
periods in fiscal years beginning after December 15, 2023 and interim reporting periods in fiscal years beginning after December 31, 2024,
with early adoption permitted. The Company adopted this guidance as of January 1, 2024. The adoption resulted in disclosure changes
only.

 In December
2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09). ASU 2023-09 is
intended to enhance the decision usefulness of income tax disclosures and requires the disclosure of various disaggregated information,
including an entity's effective tax rate reconciliation as well as additional information on taxes paid. This ASU is effective on
a prospective basis for annual periods beginning after December 15, 2024, with early adoption allowed. The Company is currently assessing
the impact, if any, ASU 2023-09 would have on its disclosures.

 Management
does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material
effect on the Company's financial statements.

 F- 17

 Class A Ordinary Shares Subject
to Possible Redemption

accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 "Distinguishing
Liabilities from Equity." Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is
measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either
within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's
control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholder's equity. The Company's
ordinary shares feature certain redemption rights that are considered to be outside of the Company's control and subject to the
occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as
temporary equity, outside of the shareholder's equity section of the Company's balance sheet.

 NOTE 3. INITIAL PUBLIC OFFERING

 On December
9, 2021, the Company sold 17,250,000 Units at $ 10.00 per Unit, generating gross proceeds of $ 172.5 million, and incurring offering costs
of $ 10,321,097, consisting of $ 3,450,000 of underwriting fees, $ 6,037,500 of deferred underwriting fees and $ 833,897 of other offering
costs.

 Each Unit
consists of one share of the Company's Class A ordinary shares, par value $ 0.0001 per share, and one-half of one redeemable warrant
("Public Warrant"). Each whole Public Warrant will entitle the holder to purchase one share of Class A ordinary shares at
an exercise price of $ 11.50 per whole share (Note 8).

 ln September
2022, the Company reversed the $ 6,037,500 of deferred underwriting fees as the underwriters resigned from their role in the Business Combination
and thereby waived their right of the deferred underwriting commissions.

 NOTE 4. PRIVATE PLACEMENT

 Simultaneously
with the closing of the Initial Public Offering, the Sponsor has purchased 8,950,000 Private Placement Warrants at a price of $ 1.00 per
warrant, generating total proceeds of $ 8,950,000 to the Company.

 Each Private
Placement Warrant is identical to the warrants offered in the Initial Public Offering, except there will be no redemption rights or liquidating
distributions from the trust account with respect to Private Placement Warrants when the price per share of Class A ordinary shares equals
or exceeds $ 18.00, which will expire worthless if the Company does not consummate a Business Combination within the Combination Period.

 On September
8, 2023, as part of the Purchase Agreement between the Company's Sponsor, APx Cap Sponsor Group I, LLC (the "Sponsor")
transferred to Templar, LLC and its designees (the "Purchaser"), 6,936,250 private placement warrants purchased at the time
of the Company's initial public offering ("IPO") pursuant to a Private Placement Warrants Purchase Agreement dated December
6, 2021. The Sponsor retained 2,013,750 Private Placement Warrants. The transfer was executed as part of the Sponsor Alliance Transaction.

 NOTE 5. RELATED PARTY TRANSACTIONS

 Founder Shares

 On May 21,
2021, the Company issued an aggregate of 4,312,500 shares of Class B ordinary shares (the "Founder Shares") to the Sponsor
for an aggregate purchase price of $ 25,000. The Founder Shares include an aggregate of up to 562,500 shares subject to forfeiture by the
Sponsor to the extent that the underwriter's over-allotment is not exercised in full or in part, so that the Sponsor will collectively
own, on an as-converted basis, 20 % of the Company's issued and outstanding shares after the Initial Public Offering. As of December
31, 2024 and 2023, all of the over-allotment units had been settled simultaneously with the close of the IPO. No Class B ordinary shares
were forfeited or subject to forfeiture.

 Other than
as described above, the Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A)
one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital
stock exchange or similar transaction that results in the Company's shareholders having the right to exchange their shares of ordinary
shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company's Class A ordinary
shares equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like)
for any 20 trading days within any 30 -trading day period commencing at least 120 days after the Business Combination, the Founder Shares
will be released from the lock-up.

 F- 18

 On September
8, 2023, as part of the Purchase Agreement between the Company's Sponsor, APx Cap Sponsor Group I, LLC (the "Sponsor")
transferred to Templar LLC and its designees (the "Purchaser"), 3,342,188 of the Company's class B ordinary shares,
$ 0.0001 par value (the "Founder Shares") purchased at the time of the Company's initial public offering ("IPO")
pursuant to a Private Placement Warrants Purchase Agreement, dated December 6, 2021. The Sponsor retained 970,312 Founder Shares. The
transfer was executed as part of the Sponsor Alliance Transaction.

 Related Party Loans / Promissory Note - Related Party

 In
order to finance transaction costs in connection with a Business Combination, the Company's Sponsor, an affiliate of the
Sponsor, or the Company's officers and directors may, but are not obligated to, loan the Company funds as may be required (the
"Working Capital Loans"). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be
repaid upon consummation of a Business Combination, without interest, or, at the lender's discretion, up to $ 1,500,000 of
notes may be converted upon consummation of a Business Combination into warrants at a price of $ 1.00 per warrant. The warrants will
be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a
portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account
would be used to repay the Working Capital Loans. See the description of the First Promissory
Note, the Second Promissory Note, the Working Capital Promissory Note, and the Amended and Restated Note under Note 6 –
Promissory Notes Payable for activity under this arrangement.

 Administrative Support Agreement

 Commencing
on the date of the prospectus and until completion of the Company's initial business combination or liquidation, the Company may
reimburse an affiliate of the Sponsor up to an amount of $ 10,000 per month for office space and secretarial and administrative support
provided to members of the Company's management team. The Company considered this agreement under the guidance of ASC 842, Leases,
and determined that this agreement did not meet the definition of a lease. In connection with the Sponsor Alliance Transaction, the Company
and APx Sponsor Group I terminated the administrative services agreement as of the end of September 2023, and the Company ceased paying
these monthly fees.

 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.

 F- 19

 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.

 NOTE 7. COMMITMENTS AND CONTINGENCIES

 Registration Rights

 The holders of the Founder Shares,
Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and in each case holders
of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement to be
signed prior to or on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale
(in the case of the Founder Shares, only after conversion to our Class A ordinary shares). The holders of the majority of these securities
are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders
have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the consummation
of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities
Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

 Advisory Agreement

 On October
17, 2022, the Company had entered into an engagement letter with EarlyBirdCapital, Inc. ("EBC") for the provision of M&A
advisory services (the "Advisory Agreement") which was subsequently amended on August 22, 2023. The Advisory Agreement was
amended to provide that the Company at its option, could elect to pay up to $ 500,000 of the transaction fee in ordinary shares of the
post-business combination company (in lieu of cash), with such issuance to occur on the six month anniversary of the closing of the business
combination, and valued based on the volume weighted average price of the post business combination company's ordinary shares for
the ten trading days immediately preceding the six month anniversary of the closing of the business combination.

 F- 20

 Structuring Services Agreement

 On May 18,
2023, Grupo Promotor de Desarrollo e Infraestructura, S.A. de C.V. ("Prodi Capital") engaged the Company to act as a structuring
agent in connection with potential transaction related to a business combination. The Company will be entitled to customary fees in such
capacity, with payment due upon finalization of the advisory services. In connection with the Sponsor Alliance Transaction (see Note 1),
the Company ended the services agreement. For the years ended December 31, 2024 and 2023, the Company received nil for services rendered
in relation to this agreement.

 NOTE 8. WARRANT LIABILITY

accounted for the 17,575,000 warrants issued in connection with the Public Offering ( 8,625,000 Public Warrants and 8,950,000 Private Placement
Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria
for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company has classified each warrant as
a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement,
the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company's statement of operations.

 Public Warrants
may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public
Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the
closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or
earlier upon redemption or liquidation.

will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation
to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary
shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company
satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the
Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares
upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration
is available.

has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will
use its best efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the Class A
ordinary shares issuable upon exercise of the Public Warrants. The Company will use its best efforts to file with the SEC a registration
statement covering the shares of Class A ordinary shares issuable upon exercise of the warrants, to cause such registration statement
to become effective and to maintain a current prospectus relating to those shares of Class A ordinary shares until the warrants expire
or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A ordinary shares issuable
upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may,
until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an
effective registration statement, exercise warrants on a "cashless basis" in accordance with Section 3(a)(9) of the Securities
Act or another exemption.

 Redemption of warrants when
the price per Class A ordinary share equals or exceeds $ 18.00.

 Once the
warrants become exercisable, the Company may redeem the Warrants for redemption:

 in
whole and not in part;

 at
a price of $ 0.01 per Warrant;

 upon
a minimum of 30 days' prior written notice of redemption, which we refer to as the 30 -day redemption period; and

 if,
and only if, the closing price of our Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share sub-divisions,
share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending
on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (the "Reference Value").

 F- 21

will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the issuance
of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class
A ordinary shares is available throughout the 30 -day redemption period. If and when the warrants become redeemable by us, the Company
may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable
state securities laws.

 Redemption of warrants when
the price per Class A ordinary share equals or exceeds $ 10.00.

 Once the
Warrants become exercisable, the Company may redeem the Warrants for redemption:

 in
whole and not in part;

 at
$ 0.10 per warrant upon a minimum of 30 days' prior written notice of redemption, provided that holders will be able to exercise
their warrants on a cashless basis prior to redemption and receive the number of shares determined by reference to the table set forth
under "Description of Securities-Warrants-Public Shareholders' Warrants" based on the redemption date and the "fair
market value" of our Class A ordinary shares (as defined below);

 if,
and only if, the Reference Value (as defined above under "Redemption of warrants when the price per Class A ordinary share equals
or exceeds $ 18.00 ") equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations,
recapitalizations and the like); and

 if
the Reference Value is less than $ 18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations
and the like), the private placement warrants must also concurrently be called for redemption on the same terms (except as described
herein with respect to a holder's ability to cashless exercise its warrants) as the outstanding public warrants, as described above.

 If and when
the Public Warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of common
shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company
is unable to effect such registration or qualification.

 The exercise
price and number of Class A ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including
in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company
be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination
Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect
to their warrants, nor will they receive any distribution from the Company's assets held outside of the Trust Account with the respect
to such warrants. Accordingly, the warrants may expire worthless. If the Company calls the Public Warrants for redemption, management
will have the option to require all holders that wish to exercise the Public Warrants to do so on a "cashless basis," as described
in the warrant agreement. The exercise price and number of shares of common shares issuable upon exercise of the Public Warrants may be
adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization,
merger or consolidation.

 In addition,
if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with
the closing of its initial Business Combination at an issue price or effective issue price of less than $ 9.20 per share of Class A ordinary
shares (with such issue price or effective issue price to be determined in good faith by the Company's board of directors and, in
the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or
such affiliates, as applicable, prior to such issuance) (the "Newly Issued Price"), (y) the aggregate gross proceeds from
such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the Company's
initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume
weighted average trading price of the Company's common shares during the 20 trading day period starting on the trading day prior
to the day on which the Company consummates its initial Business Combination (such price, the "Market Value") is below $ 9.20
per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value
and the Newly Issued Price and the $ 18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to
be equal to 180 % of the greater of the Market Value and the Newly Issued Price.

 The Private
Placement Warrants will be identical to the Public Warrants included in the Units being sold in the Initial Public Offering, except that
the Private Placement Warrants will not and the shares of common shares issuable upon the exercise of the Private Placement Warrants will
not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.
Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held
by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial
purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders
on the same basis as the Public Warrants.

 F- 22

 NOTE 9. SHAREHOLDERS'
DEFICIT

 Preferred
Shares - The Company is authorized to issue 1,000,000 shares of $ 0.0001 par value preferred shares. As of December 31, 2024 and
2023, there were no preferred shares issued or outstanding.

 Class
A Ordinary shares - The Company is authorized to issue 200,000,000 shares of $ 0.0001 par value Class A shares. As of December
31, 2024 and 2023, there were 4,312,500 shares issued and outstanding (excluding 520,056 and 5,597,624 shares subject to possible redemption
as of December 31, 2024 and 2023, respectively).

 Class
B Ordinary shares - The Company is authorized to issue up to 20,000,000 shares of Class B, $ 0.0001 par value ordinary shares.
Holders of the Company's ordinary shares are entitled to one vote for each share. At December 31, 2024 and 2023, there were zero
Class B ordinary shares issued and outstanding.

 The shares
of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Business Combination on
a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the
case that additional shares of Class A ordinary shares, or equity linked securities, are issued or deemed issued in excess of the amounts
offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B ordinary
shares shall convert into shares of Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding shares
of Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of
shares of Class A ordinary shares issuable upon conversion of all shares of Class B ordinary shares will equal, in the aggregate, on an
as converted basis, 20 % of the sum of the total number of all shares of ordinary shares outstanding upon the completion of the Initial
Public Offering plus all shares of Class A ordinary shares and equity linked securities issued or deemed issued in connection with a Business
Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any
private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of
Founder Shares may also elect to convert their shares of Class B ordinary shares into an equal number of shares of Class A ordinary shares,
subject to adjustment as provided above, at any time.

 On October
2, 2023, the Company entered into a Share Exchange Agreement with the Purchaser and the Sponsor (the "Share Exchange Agreement"),
pursuant to which each of the Purchaser and the Sponsor exchanged (the "Share Exchange") all Class B ordinary shares then
held (totaling an aggregate of 4,312,500 shares) into Class A ordinary shares. The Company issued 4,312,500 Class A ordinary shares (the
"Exchange Shares") in connection with the Share Exchange. As a result of the Class B Conversion, no Class B ordinary shares
remain outstanding as of December 31, 2024 and 2023.

 The offer
and sale of the Exchange Shares has not been registered under the Securities Act or any state securities laws and the Exchange Shares
not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from registration
requirements. Nothing contained in this Annual Report on Form 10-K constitutes an offer to sell, or the solicitation of an offer to buy,
any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would
be unlawful.

 In the Share
Exchange Agreement, each of the Purchaser and the Sponsor represented to the Company that it is an "accredited investor",
as defined in Rule 501 promulgated under the Securities Act, and the Company's offer and sale of the Exchange Shares have been made
in reliance upon the exemption from the registration requirements of the Securities Act.

may issue additional ordinary shares or preferred share to complete its Business Combination or under an employee incentive plan after
completion of its Business Combination.

 NOTE 10. CLASS A ORDINARY
SHARES SUBJECT TO POSSIBLE REDEMPTION

 The
Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting
Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." Class A ordinary shares
subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable
ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or
subject to redemption upon the occurrence of uncertain events not solely within the Company's control) are classified as
temporary equity. At all other times, ordinary shares are classified as shareholders' equity. The Company's Class A
ordinary shares feature certain redemption rights that are considered to be outside of the Company's control and subject to
occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at
redemption value as temporary equity, outside of the shareholders' equity section of the Company's balance sheet.

recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal
the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares
are affected by charges against additional paid in capital and accumulated deficit.

 F- 23

 In February
of 2023, in connection with the vote to approve the First Extension and the Trust Amendment, the holders of 10,693,417 Public Shares properly
exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $ 10.41
per share, for an aggregate redemption amount of $ 111,346,281. Following such redemptions, approximately $ 68,271,081 remained in the trust
account and 6,556,583 public shares remained issued and outstanding. Such remaining amount in the trust account will be distributed either
to (i) all holders of public shares upon our liquidation or (ii) holders of public shares who elect to have their shares redeemed in connection
with the consummation of our initial business combination. Accordingly, on March 1, 2023, the Company deposited $ 750,000 into the Trust
Account in order to effect the extension of the termination date, from March 9, 2023 to June 9, 2023 (the "First Extension").
On June 22, 2023, the Company deposited an additional $ 750,000 into the Trust Account for a subsequent extension of the termination date,
from June 9, 2023 to September 9, 2023 (the "Second Extension").

 In September
of 2023, in connection with the shareholders' vote at the Extraordinary General Meeting, the holders of 757,463 public shares properly
exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $ 10.92
per share, for an aggregate redemption amount of approximately $ 8,273,281. Following such redemptions 5,799,120 public shares remained
issued and outstanding. The remaining amount in the Trust Account will be distributed either to: (i) all of the holders of shares of Class
A ordinary shares issued as part of the units sold in the Initial Public Offering (the "Public Shares") upon the Company's
liquidation or (ii) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of a Business
Combination.

 In connection
with the December 2023 EGM, the holders of 201,496 public shares properly exercised their right to redeem their shares (and did not withdraw
their redemption) for an aggregate redemption amount of $ 2,246,585. Following such redemptions, $ 62,410,856 remained in the trust account
and 5,597,624 public shares remained issued and outstanding. Such remaining amount in the trust account will be distributed either to
(i) all holders of public shares upon our liquidation or (ii) holders of public shares who elect to have their shares redeemed in connection
with the consummation of our initial business combination.

 In connection
with the shareholders' vote at the December 2024 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 subject to redemption. 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.

 At December
31, 2024 and 2023, the Class A ordinary shares subject to possible redemption reflected in the balance sheet is reconciled in the following
table:

 Class A ordinary shares subject to possible redemption at December 31, 2022

 $
 178,530,147

 Less:

 Shares redeemed in February 2023

 ( 111,346,281
)

 Shares redeemed in September 2023

 ( 8,273,281
)

 Shares redeemed in December 2023

 ( 2,246,585
)

 Add:

 Remeasurement of carrying value to redemption value

 6,024,612

 Class A ordinary shares subject to possible redemption at December 31, 2023

 $
 62,688,612

 Less:

 Shares redeemed in December 2024

 ( 60,856,059
)

 Add:

 Remeasurement of carrying value to redemption value

 4,436,272

 Class A ordinary shares subject to possible redemption at December 31, 2024

 $
 6,268,825

 NOTE 11. FAIR VALUE MEASUREMENTS

 The fair
value of the Company's financial assets and liabilities reflects management's estimate of amounts that the Company would have
received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction
between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company
seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable
inputs (internal assumptions about how market participants would price assets and liabilities).

 F- 24

 The following
table presents information about the Company's assets and liabilities that are measured at fair value at December 31, 2024 and 2023,
and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

 Level

 2024

 2023

 Assets:

 Investments held in Trust Account - (1)

 $
 6,208,367

 $
 62,406,649

 Liabilities:

 Warrant Liability - Public Warrants - (2)

 3 / 1

 $
 690,000

 $
 431,250

 Warrant Liability - Private Warrants - (2)

 3 / 2

 $
 716,000

 $
 447,500

 (1)
 The fair value of the investments held in Trust Account approximates the carrying amount primarily due to the short-term nature.

 (2)
 Due to the suspension of trading of the public warrants in November 2024, the public and private warrants have been assessed as Level 3 as of December 31, 2024 as no directly or indirectly observable public warrant list price.

 Warrants

 The Warrants
are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Balance Sheet. The
warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the
statements of operations.

 Initial Measurement

 The Warrants
were valued using a Binomial Lattice model-based approach, which is considered to be a Level 3 fair value measurement. The Binomial Lattice
simulation model's primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility
of the ordinary shares. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing
on comparable 'blank-check' companies without an identified target. For periods subsequent to the detachment of the Public
Warrants from the Units, the close price of the Public Warrant price will be used as the fair value as of each relevant date.

 The key
inputs into the Binomial Lattice simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement:

 Inputs

 December 9,
 2021 (Initial
 Measurement)

 Risk-free interest rate

 1.26
 %

 Expected term (years)

 5.0

 Expected volatility

 15.0
 %

 Exercise price

 $
 11.50

 Stock price

 $
 9.59

 The Company's
use of a Binomial Lattice simulation model required the use of subjective assumptions:

 The
risk-free interest rate assumption was based on the five-year U.S. Treasury rate, which was commensurate with the contractual term of
the Warrants, which expire on the earlier of (i) five years after the completion of the initial business combination and (ii) upon redemption
or liquidation. An increase in the risk-free interest rate, in isolation, would result in an increase in the fair value measurement of
the warrant liabilities and vice versa.

 The
expected term was determined to be five years, in-line with a typical equity investor assumed holding period

 The
expected volatility assumption was based on the implied volatility from a set of comparable publicly-traded warrants as determined based
on the size and proximity of business combinations by similar special purpose acquisition companies. An increase in the expected volatility,
in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa.

 The
fair value of the Units, which each consist of one Class A ordinary share and one-half of one Public Warrant, represents the closing
price on the measurement date as observed from the ticker APXIU.

 Subsequent Measurement

 The Warrants
are measured at fair value on a recurring basis. At the subsequent measurement date of December 31, 2024, and 2023, the Private Placement
Warrants were fair valued using the Binomial Lattice Simulation Method.

 F- 25

 The key
inputs into the Binomial Lattice simulation model for the Private Placement Warrants are as follows at subsequent measurement:

 Inputs

 2024

 2023

 Risk-free interest rate

 4.42
 %

 3.88
 %

 Expected term (years) to exercise date

.33

.75

 Expected volatility

 1.11
 %

.55
 %

 Exercise price

 $
 11.50

 $
 11.50

 Stock price

 $
 9.99

 $
 11.18

 Dividend yield

 0.00
 %

 0.00
 %

 Expected term to maturity date

 4.82

 5.20

 Probability of a successful merger

 90.00
 %

 90.00
 %

 The following
table presents the changes in the fair value of the Level 3 and Level 2 warrant liabilities as of December 31, 2024, and December 31,
2023, respectively:

 Private
 Placement

 Fair value as of December 31, 2023

 $
 447,500

 Change in valuation inputs or other assumptions

 268,500

 Fair value as of December 31, 2024

 $
 716,000

 (1)
 Changes
in valuation inputs or other assumptions are recognized in the change in fair value of warrant liabilities in the statements of operations.

 NOTE 12. SEGMENT REPORTING

 ASC Topic
280, "Segment Reporting" establishes standards for companies to report in their financial statement information about operating
segments, products, services, geographic area, and major customers. Operating segments are defined as components of an enterprise for
which separate financial information is available that is regularly evaluated by the Company's chief operating decision maker, or
group, in deciding how to allocate resources and access performance.

 The Company's
chief operating decision maker has been identified as the Chief Executive Officer ("CODM"), who reviews the operating results
for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has
determined that the Company only has one operating segment. When evaluating the Company's performance and making key decisions regarding
resource allocation the CODM reviews several key metrics, which include the following:

 2024

 2023

 Formation costs and other operating expenses

 $
 2,612,483

 1,744,855

 Interest earned on investments held in Trust Account

 $
 3,056,533

 4,024,613

 The key
measures of segment profit or loss reviewed by our CODM are interest earned on investments held in Trust Account and formation costs and
other operating expenses. The CODM reviews interest earned on investments held in Trust Account to measure and monitor shareholder value
and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement.
Formation costs and operating expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is
available to complete a business combination within the business combination period. The CODM also reviews formation costs and operating
expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

 NOTE 13. SUBSEQUENT EVENTS

evaluated events that have occurred after the balance sheet date up through the date the financial statements was issued. Based upon the
review, management did not identify, other than what has already been disclosed as part of the financial statement footnotes, any subsequent
events that would have required adjustment or disclosure in the financial statements.

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