As filed with the Securities and Exchange Commission on June 13, 2025.

Registration Statement No. 333-284406

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________________________

Amendment No. 2 to
FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_____________________________________

OmnigenicsAI Corp

(Exact name of Registrant as Specified in its articles of association)*

_____________________________________

N/A
(Translation of registrant name into English)

_____________________________________

89 Nexus Way
Camana Bay
Grand Cayman, KY1-9009
Cayman Islands

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_____________________________________

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
+1 212 947 7200

(Address, including zip code, and telephone number, including area code, of agent of service)

_____________________________________

With copies to:

_____________________________________

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effectiveness of this registration statement and upon completion of the business combination described in the enclosed proxy statement/prospectus.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐

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†         The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, pursuant to said Section 8(a), may determine.

TABLE OF CO-REGISTRANTS

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(1)      APx Acquisition Corp. I has the following principal executive office:

714 Westview Avenue
Nashville, TN 37205
Tel: (202) 465-5882

(4)      The agent service for APx Acquisition Corp. I is:

Kyle Bransfield, Chief Executive Officer
714 Westview Avenue
Nashville, TN 37205
Tel: (202) 465-5882

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

PRELIMINARY PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF APx ACQUISITION CORP. I AND PROSPECTUS FOR ORDINARY SHARES AND WARRANTS OF OMNIGENICSAI CORP

SUBJECT TO COMPLETION, DATED June 13, 2025

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS OF APX ACQUISITION CORP. I

PROSPECTUS FOR 6,332,556 ORDINARY SHARES,
17,574,991 WARRANTS TO PURCHASE ORDINARY SHARES, AND
17,574,991 ORDINARY SHARES UNDERLYING WARRANTS
OF OMNIGENICSAI CORP

This proxy statement/prospectus relates to the transactions contemplated by the Business Combination Agreement, dated as of March 25, 2024 (as the same has been or may be amended, modified, supplemented or waived from time to time, the “Business Combination Agreement”), by and among APx Acquisition Corp. I (“APx”), OmnigenicsAI Corp, a Cayman Islands exempted company (the “Company”), Heritas Merger Sub Limited, a Cayman Islands exempted company and a direct wholly-owned subsidiary of the Company (“Merger Sub”) and MultiplAI Health Ltd, a private limited company formed under the laws of England and Wales (“MultiplAI”), pursuant to which, among other things, Merger Sub will merge with and into APx (with APx being the surviving company and a direct wholly-owned subsidiary of the Company) in exchange for shareholders and warrant holders of APx receiving merger consideration consisting of ordinary shares, par value $0.0001 per share, of the Company (“Company Shares”) and warrants to purchase Ordinary Shares (“Company Warrants”), respectively. On August 27, 2024, Heritas Ltd., MultiplAI and the MultiplAI Shareholders (with APx’s consent) terminated the amended and restated share purchase agreement dated March 13, 2024 among Heritas Ltd., the MultiplAI Shareholders signatories thereto and MultiplAI. 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. Prior to the Heritas Contribution (as defined herein), the Company has substantially conducted its business operations through Heritas SAU (“Heritas Argentina”). For more information, please refer to “OmnigenicsAI Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The transactions contemplated by the Business Combination Agreement are referred to as the “Business Combination” and the closing of the Business Combination as the “Closing.”

If the Business Combination is consummated, shareholders and warrant holders of APx (including through units previously issued by APx) will become shareholders and warrant holders of the Company, other than those holders of the Public Shares (as defined below) who elect to redeem their Public Shares. The other shareholders of the Company will include investors in the Company as of immediately prior to the Closing. This proxy statement/prospectus describes these matters and other important matters. This proxy statement/prospectus, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by the Company serves as:

•        A notice of meeting and proxy statement of APx under Section 14(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), for the extraordinary general meeting (the “Special Meeting”) of shareholders of APx to be held on            , 2025, where APx shareholders will consider and vote on proposals (the “Proposals”) relating to the Business Combination and also the possible adjournment of the Special Meeting; and

•        A prospectus of the Company under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”) relating to the securities of the Company to be issued in the Business Combination.

The Proposals may be briefly summarized as follows:

(1)    Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve by ordinary resolution the Business Combination Agreement, dated as of March 25, 2024 (as the same has been or may be amended, modified, supplemented or waived from time to time, the “Business Combination Agreement”), by and among APx, the Company, and Merger Sub, pursuant to which, among other things, Merger Sub will merge with and into APx (with APx being the surviving company and a direct wholly-owned subsidiary of the Company) in exchange for shareholders and warrant holders of APx receiving merger consideration consisting of Company Shares and Company Warrants, respectively (we refer to this proposal as the “Business Combination Proposal”).

(2)    Proposal No. 2 — The Cayman Merger Proposal — To consider and vote upon a proposal to approve and authorize by special resolution the merger of Merger Sub with and into APx with APx being the surviving company, the plan of merger substantially in the form appended to the accompanying proxy statement/prospectus as Annex B (the “Plan of Merger”), the entry by APx into the Plan of Merger and approve the amendment and restatement of the Amended and Restated Memorandum and Articles of Association (the “Existing Governing Documents”) of APx (as the surviving company of the merger) in connection with the foregoing (we refer to this proposal as the “Cayman Merger Proposal”).

(3)    Proposal No. 3 — The Adjournment Proposal — to consider and vote upon a proposal to approve by ordinary resolution the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the Business Combination Proposal or the Cayman Merger Proposal (collectively, the “Condition Precedent Proposals”) would not be duly approved and adopted by our shareholders or we determine that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived (we refer to this proposal as the “Adjournment Proposal”).

On September 8, 2023, APx 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 APx 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 APx at the time of its initial public offering. 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. As of March 31, 2025, the fair value of these Working Capital Warrants is not significant, according to APx’s estimates. Therefore, any shares issuable under these Warrants were not considered for the purposes of the pro forma information presented herein.

This proxy statement/prospectus describes certain redemption rights that may be exercised by APx’s Public Shareholders (as defined below) of their Public Shares.

Pursuant to the IPO Letter Agreements (as defined in this proxy statement/prospectus) and as further discussed in the section entitled “Certain Agreements Related to the Business Combination — Voting and Support Agreement,” the Initial Shareholders and certain APx’s officers and directors have agreed to vote shares representing approximately 89.2% of the aggregate voting power of the ordinary shares in favor of the proposals above. Accordingly, the agreement by the Initial Shareholders and APx’s officers and directors to vote in favor of these proposals will increase the likelihood that APx will receive the requisite shareholder approval for the above proposals, including the Business Combination Proposal. If all Founders Shares are voted in favor of the above proposals, none of the 520,056 Public Shares outstanding need to be voted in favor of the above proposals (assuming all outstanding shares are voted) in order to have such proposals approved.

APx is providing this proxy statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments or postponements thereof. Whether or not you plan to attend the Special Meeting, APx urges you to read this proxy statement/prospectus carefully.

Please pay particular attention to the section entitled “Risk Factors,” beginning on page 25.

SPAC Units (as defined below), Public Shares and Public Warrants are currently listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “APXIU,” “APXI” and “APXIW,” respectively. Although the Company is not currently a public company, following the Closing, the Company will become subject to the reporting requirements of the Exchange Act. The Company will apply for listing, to be effective at the Closing, of Company Shares and Company Warrants on Nasdaq under the symbols “OMNI” and “OMNIW.” The Company Shares and Company Warrants will trade separately and not as units. It is a condition to Closing that reasonable best efforts are used by APx and the Company to effect the approval for listing of the Company Shares and Company Warrants on Nasdaq, but there is no assurance such condition will be satisfied or waived.

The following table summarizes the pro forma ownership of the Company and the estimated amount remaining in the Trust Account immediately following the Business Combination under the five redemption scenarios below. Neither the Company nor SPAC expect to enter into a PIPE transaction prior to Closing.

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Notes:-

(1)      Assumes that no Public Shares are redeemed.

(2)      Assumes that 130,014 Public Shares are redeemed.

(3)      Assumes that 260,028 Public Shares are redeemed.

(4)      Assumes that 390,042 Public Shares are redeemed.

(5)      Assumes that all 520,056 Public Shares are redeemed.

(6)      Corresponds to 3,342,188 Company Shares to be issued to Sponsor.

(7)      Corresponds to 970,312 Company Shares to be issued to the Initial Sponsor.

(8)      Prior to Closing, the Parent expects to redeem 62,500 Parent shares held by Theo, and Theo expects to subsequently distribute a total of 1,500,000 Company Shares to between 300 and 424 shareholders of Bioceres S.A. and Bioceres Group, which is consistent with Bioceres Group PLC’s policy to distribute shares of its investees to its limited partners, so that they hold shares directly, and not through any investment vehicle.

(9)      Company Shares issued to Theo pursuant to the Backstop Agreement assuming that it satisfies its obligations thereunder pursuant to the subscription of 1,000,000 Company Shares at a subscription price of $10.00 per Company Share. Any Company Shares issued to Theo pursuant to the Backup Agreement will have a dilutive effect on other shareholders. See “Certain Agreements Related to the Business Combination — Backstop Agreement.”

(10)   Does not consider Company Shares that may be issued to Earlybird pursuant to the EarlyBird Engagement Letter. Pursuant to the EarlyBird Engagement Letter, the EarlyBird Fees are due on the six-month anniversary of the Closing and the Company may elect to pay up to $500,000 of the EarlyBird Fees in Company Shares. The total amount of Company Shares issuable will be determined on the six-month anniversary of the Closing by dividing $500,000 (or such lesser amount, as the Company may elect) by the volume-weighted average price (VWAP) of the Company shares for the ten trading days immediately preceding this anniversary. Currently, the Company does not know if it will elect to exercise this option to pay a portion of the EarlyBird Fees in Company Shares, and it cannot reasonably estimate the VWAP that will be used to calculate the number

of Company Shares to be issued if it elects to exercise such option. Accordingly, the Company has not included potential dilution that may result from the exercise of the Company’s option to pay for a portion of the EarlyBird Fee in Company Shares. See “Certain Agreements Relating to the Business Combination — EarlyBird Engagement Letter.”

(11)    Represents up to $1,500,000 in Working Capital Loans from the Sponsor to APx that may be repaid upon completion of the Business Combination, without interest, or at the Sponsor’s discretion, converted upon completion of the Business Combination into up to 1,500,000 warrants of the post-business combination entity at a price of $1.00 per warrant.

(12)    Pursuant to the EarlyBird Engagement Letter, the EarlyBird Fees are due on the six-month anniversary of the Closing and the Company may elect to pay up to $500,000 of the EarlyBird Fees in Company Shares. The total amount of Company Shares issuable will be determined on the six-month anniversary of the Closing by dividing $500,000 (or such lesser amount, as the Company may elect) by the volume-weighted average price (VWAP) of the Company shares for the ten trading days immediately preceding this anniversary. Currently, the Company does not know if it will elect to exercise this option to pay a portion of the EarlyBird Fees in Company Shares, and it cannot reasonably estimate the VWAP that will be used to calculate the number of Company Shares to be issued if it elects to exercise such option. Accordingly, the Company has not included potential dilution that may result from the exercise of the Company’s option to pay for a portion of the EarlyBird Fee in Company Shares. See “Certain Agreements Relating to the Business Combination — EarlyBird Engagement Letter.”

(13)    The amount left in trust was calculated as cash held in Trust Account as of December 31, 2024, plus accrued interest receivable adjusted for reductions in the Trust Account reflecting the various redemption scenarios (based on the estimated per-share redemption price of approximately $12.05 per share as of December 31, 2024). See “Preliminary Proxy Statement — Compensation Received by the Sponsors — Conflicts of Interest” and “Business of APx and Certain Information About APx — Overview.”

APx is, and the Company will be, an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and are therefore eligible to take advantage of certain reduced reporting requirements applicable to other public companies.

The Company will also be a “foreign private issuer” as defined in the Exchange Act and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, the Company’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, the Company will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. The Company will prepare its financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

In addition, upon the consummation of the Business Combination, the Parent will control, directly or indirectly, a majority of the voting power of our outstanding ordinary shares. As a result, we will be a “controlled company” within the meaning of the Nasdaq listing rules. Under these rules, a listed company of which more than 50% of the voting power is held by an individual or another company is a “controlled company” and is permitted to elect to not comply with certain Nasdaq corporate governance requirements, including the requirement (i) that a majority of the board of directors consist of independent directors, as defined under the Nasdaq rules and (ii) to have a compensation committee and a nominating and governance committee, although we expect to establish a compensation committee and a nominating and governance committee, the majority of which may consist of independent directors. We have decided to be treated as a “controlled company” and, even though three members of our board of directors and a majority of the members of our compensation committee and our nominating and governance committee (that we chose to establish) are expected to consist of independent directors, you may not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements. See “Risk Factors — Additional Risks Related to the Business Combination — Following the closing of the Business Combination, we will be a “controlled company” as defined in the Nasdaq rules and, as a result, qualify for exemptions from certain corporate governance requirements.”

Compensation Received by the Sponsors

The retention of Company Shares and Company Warrants by the Sponsor and the Initial Sponsor at Closing will not result in a material dilution of the equity interests of non-redeeming Public Shareholders, other than in connection with the exercise of such Company Warrants. See “Summary of the Proxy Statement/Prospectus — The Business Combination — Equity Ownership and Dilution following the Business Combination.”

Conflicts of Interest

In considering the recommendation of the APx Board to vote in favor of the Business Combination, shareholders should be aware that, aside from their interests as shareholders, our Sponsor and our directors and officers and the Company’s current shareholders have interests in the Business Combination that are different from, or in addition to, those of our other shareholders generally. Our directors were aware of and considered these interests, among

other matters, in evaluating the Business Combination, and in recommending to our shareholders that they approve the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

•        the Initial Shareholders will lose their entire investment in APx if APx does not complete an initial business combination by the Extended Date;

•        the beneficial ownership of the Initial Shareholders of an aggregate of 4,312,500 SPAC Class A Ordinary Shares, comprised of 3,342,188 SPAC Class A Ordinary Shares held by the Sponsor (which shares were purchased in connection with the Sponsor Alliance) and 970,312 SPAC Class A Ordinary Shares held by the Initial Sponsor (which were purchased in connection with APx’s initial public offering and which were retained in connection with the Sponsor Alliance). Such shares have an aggregate market value of approximately $            million based on the closing price of the Public Shares of $            , 2024, the record date for the Special Meeting (the “Record Date”);

•        in connection with APx’s initial public offering, the Initial Sponsor paid $25,000 for 4,312,500 Founder Shares, approximately $0.006 per share, 3,342,188 of which were subsequently transferred to the Sponsor in connection with the Sponsor Alliance. The market value of the 970,312 shares retained by the Initial Sponsor as of the Record Date was approximately $            based on the closing price of the Public Shares of $            on the Record Date, and the value of such shares is expected to be greater than $25,000 at the time of the Business Combination. Based on the closing price of the Public Shares of $            on the Record Date, the Initial Sponsor could earn a return of $            per share, or $            in the aggregate, upon the sale of its Founder Shares, corresponding to a rate of return of            %. If the Closing occurs, such shares shall be converted into Company Shares and retained by APX Capital. If APx does not complete an initial business combination, such shares will expire worthless;

•        in connection with the Sponsor Alliance, the Sponsor paid $50,001 (comprised of $1 in cash to APx Capital, and a commitment of $50,000 to fund APx’s Exchange Act reporting obligations), approximately $0.015 per share, to purchase 3,342,188 Founder Shares. The market value of the 3,342,188 shares held by the Sponsor as of the Record Date was approximately $            based on the closing price of the Public Shares of $            on the Record Date, and the value of such shares is expected to be greater than $50,001 at the time of the Business Combination. Based on the closing price of the Public Shares of $            on the Record Date, the Sponsor could earn a return of $            per share, or $            in the aggregate, upon the sale of its Founder Shares, corresponding to a rate of return of            %. If the Closing occurs, such shares shall be converted into Company Shares and retained by the Sponsor. If APx does not complete an initial business combination, such shares will expire worthless;

•        pursuant to the terms of the Business Combination Agreement, the reasonable and documented out-of-pocket fees and expenses payable by APx as a result of, in relation to or in connection with APX’s negotiation, documentation and consummation of the Business Combination are expected to be settled by the Company at the Closing, subject to a cap of $5,880,759. If the Closing does not occur, APx will be unable to use the proceeds of the Business Combination to settle such expenses;

•        pursuant to the terms of the Business Combination Agreement, the reasonable and documented out-of-pocket fees and expenses payable by the Company as a result of, in relation to or in connection with the Company’s negotiation, documentation and consummation of the Business Combination are expected to be settled by the Company at the Closing. If the Closing does not occur, the Company will be unable to use the proceeds of the Business Combination to settle such expenses;

•        pursuant to the IPO Letter Agreement, our Initial Shareholders agreed to waive their Redemption Rights with respect to any APx ordinary shares held by them in connection with the completion of the Business Combination. The Sponsor additionally agreed to waive its Redemption Rights pursuant to the Support Agreement. The Initial Shareholders did not receive any consideration in exchange for such waiver of Redemption Rights. Due to such waiver, the value of the Initial Shareholders’ investments in APx is dependent on the consummation of an initial business combination. In the event that APx does not complete an initial business combination by the Extended Date, the 3,342,188 SPAC Class A Ordinary Shares held by the Sponsor (which shares were purchased in connection with the Sponsor Alliance), which have an approximate aggregate market value of $            as of the Record Date, and the 970,312 SPAC Class A Ordinary Shares held by the Initial Sponsor (which were purchased in connection with APx’s

initial public offering and which were retained in connection with the Sponsor Alliance), which have an approximate aggregate market value of $            as of the Record Date, will expire worthless. As a result, the Initial Shareholders have an aggregate of up to $            at risk as of the Record Date that depends on the completion of an initial business combination on or prior to the Extended Date. In contrast, Public Shareholders would receive approximately $            per share if the Trust Account is liquidated, calculated as of the Record Date;

•        the Sponsor has made Working Capital Loans to APx that may be repaid upon completion of the Business Combination, without interest, or at the lender’s discretion, converted upon completion of the Business Combination into up to 1,500,000 warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. On September 8, 2023, APx issued the Working Capital Promissory Note. On February 9, 2024, APx issued the Amended and Restated Note, amending and restating the Working Capital Promissory 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). As of March 31, 2025, $1,743,499 has been drawn under the Amended and Restated Promissory Note. If APx does not complete an initial business combination, it is unlikely that Sponsor will recover funds drawn by APx under the Amended and Restated Note;

•        on August 17, 2023, Mr. Bransfield, as borrower, entered into the Sponsor Loan Agreement. Mr. Bransfield, as borrower, also entered into a pledge and security agreement, with Bioceres Group PLC, as the lender, and UG Holdings LLC, as the pledgor, pursuant to which, in order to secure his obligations under the Sponsor Loan Agreement, he pledged 100,000 ordinary shares of Moolec Science SA as security. The Sponsor Loan Agreement was amended on September 6, 2023 to increase the credit line from $250,000 to $275,000; on October 12, 2023 to increase the credit line to $400,000; on November 9, 2023 to increase the credit line to $1,000,000; and on March 25, 2024 to increase the credit line to $2,000,000. On March 25, 2024, the parties entered into a fourth amendment to the Sponsor Loan Agreement, pursuant to which certain commercial conditions were amended, including the placement of a legend on 700,000 SPAC Ordinary Shares owned by the Sponsor and changes to the maturity date. The Sponsor Loan Agreement accrues interest at 11% per annum and matures either on the first, second or third anniversary of the closing of the Business Combination, according to certain thresholds related to the volume weighted average price of Company Shares on such dates. On November 9, 2023, the rights and obligations of Mr. Bransfield under the Sponsor Loan Agreement were transferred to the Sponsor and the Sponsor assumed such rights and obligations. The Sponsor Loan accrues interest at 11% per annum and matures on February 17, 2025. As of March 31, 2025, $2,000,000 has been drawn under the Sponsor Loan Agreement, of which $1,743,499 has been lent onward from the Sponsor to APx under the Amended and Restated Note. If APx does not complete an initial business combination, it is unlikely that Sponsor will recover funds drawn by APx under the Amended and Restated Note and, as a result, such funds will not be available to repay amounts drawn under the Sponsor Loan Agreement;

•        on August 26, 2024, APx issued an unsecured promissory note in the principal amount of $446,000 to Bioceres LLC (“Bioceres”), an indirect shareholder of the Company, and on November 7, 2024, APx issued an unsecured promissory note in the principal amount of $700,000 to Bioceres, which was amended and restated as of March 21, 2025, to include a principal amount of up to $712,038. The BC Promissory Notes accrue interest at 20% per annum. APx shall repay all interested accrued and the principal balance on the date on which it consummates its initial business combination. As of March 31, 2025, $1,158,037 has been drawn under the BC Promissory Notes. If APx does not complete an initial business combination, it is unlikely that Bioceres LLC will recover funds drawn by APx under the BC Promissory Notes. Conversely, if the Business Combination closes, APx will repay the BC Promissory Notes to Bioceres;

•        on November 7, 2024, Termina la Quincena S.A de C.V. SOFOM (“SOFOM”), Bioceres, UG Holdings, LLC (“UGH”) and Theo entered into an amended and restated loan agreement (the “SOFOM Loan”), pursuant to which SOFOM agreed to lend to Bioceres up to $1,500,000, which loan was secured by equity interests of Moolec Science SA and Bioceres Crop Solutions Corp. held by Bioceres, UGH and

Theo. Amounts lent thereunder will be used by Bioceres to fund amounts lent to APx under the Bioceres Notes. As of March 31, 2025, $1,500,000 has been drawn under the SOFOM Loan. Amounts outstanding under the SOFOM Loan will mature upon the earlier to occur of February 26, 2026 or the date that is 30 days after the termination of the Lock-Up Period (as defined in the Registration Rights and Lock-Up Agreement). If APx does not complete an initial business combination, it is unlikely that Bioceres will recover funds drawn by APx under the BC Promissory Notes, which may be used to repay the SOFOM Loan. Conversely, if the Business Combination closes, APx will repay the BC Promissory Notes to Bioceres, which funds may be used repay the SOFOM Loan;

•        pursuant to the EarlyBird Engagement Letter, if the Business Combination closes, EarlyBird is entitled to the EarlyBird Fees, which consist of $2,000,000, up to $500,000 of which may be paid in Company Shares on the six-month anniversary of the Closing; however, if the Closing does not occur, EarlyBird will not be entitled to the EarlyBird Fees;

•        the Sponsor is expected to hold an aggregate of approximately 9.5%, and the Initial Sponsor is expected to hold an aggregate of approximately 2.8%, of the outstanding Company Shares upon the consummation of the Business Combination, assuming no redemptions by Public Shareholders;

•        although there are no unreimbursed out-of-pocket expenses as of March 31, 2025, unless a business combination is consummated, members of the APx Board will not receive reimbursement for any out-of-pocket expenses incurred by them on APx’s behalf incident to identifying, investigating, negotiating and completing a business combination to the extent such expenses exceed the amount not required to be retained in the Trust Account;

•        the continuation of Kyle Bransfield, the chairman of the APx Board, as a director of the Company, and his appointment as chief financial officer of the Company, following the Closing;

•        the continued indemnification of APx’s current and former officers and directors and the continuation of directors’ and officers’ liability insurance after the Business Combination;

•        APx’s Existing Governing Documents provide that APx renounces its interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of APx and such opportunity is one APx is legally and contractually permitted to undertake and would otherwise be reasonable for APx to pursue, and to the extent the director or officer is permitted to refer that opportunity to APx without violating another legal obligation. Notwithstanding such provision, APx believes that such provision did not impact APx’s search for a business combination target;

•        the Initial Shareholders can earn a positive rate of return on their investment in APx, even if other shareholder of APx experience a negative rate of return in their investment in the Company; and

•        at the Closing, the Company, Parent, APx, the Initial Shareholders, certain equity and other interest-holders of Parent prior to the Closing will enter into the Registration Rights Agreement, under which the Company will agree to register for resale certain Company Shares, Company Warrants and other equity securities of Company that are held by the parties thereto from time to time and the parties thereto will be provided with customary demand and piggyback registration rights.

As a result of the foregoing interests, the Initial Shareholders will benefit from the completion of the Business Combination and may be incentivized to complete an acquisition of a less favorable target company or on terms that would be less favorable to APx’s other securityholders.

The Company currently qualifies as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”). As such, the Company expects to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act. As a result, the Company’s shareholders may not have access to certain information they deem important. The Company cannot predict if investors will find Company Shares less attractive because it expects to rely on these exemptions. If some investors find Company Shares less

attractive as a result, there may be a less active trading market and the price for Company Shares may be more volatile. The Company may not qualify as an emerging growth company in the future and may incur increased legal, accounting and compliance costs associated with Section 404 of the Sarbanes-Oxley Act or other matters as a result.

The Company will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the Closing, (b) in which it has total annual gross revenue of at least $1.235 billion, or (c) in which it is deemed to be a large accelerated filer, which means the aggregate worldwide market value of Company Shares that are held by non-affiliates equals or exceeds $700 million as of the prior June 30th, and (2) the date on which it has issued more than $1.0 billion in non-convertible debt during the prior three-year period.

APx is not required to and did not obtain a fairness opinion in connection with the Business Combination. APx Shareholders are therefore relying on the judgment of the APx Board, and you will not have assurance from an independent source that the consideration APx is paying for the Company is fair to APx from a financial point of view.

While the Closing is not conditioned upon the consummation of additional financing, the Company is currently undertaking discussions with third parties regarding additional equity or equity-linked financing to support the Company’s operations following the Closing. While the Initial Shareholders do not intend to participate in such third-party financing, additional financing may not be available in amounts or on terms satisfactory to the Company or at all.

On February 27, 2023, APx held an extraordinary general meeting (the “February 2023 EGM”) and its shareholders approved an amendment to its 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. 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, APx 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. On June 22, 2023, APx 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 September 7, 2023, APx 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 APx’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.

On September 15, 2023, October 19, 2023, and November 13, 2023, APx 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.

On December 8, 2023, APx 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 APx’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.

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

After failing to make timely extension payments for each of the months of June, July and August 2024, on September 27, 2024, APx deposited a lumpsum of $379,740 for back payments to the Trust representing $125,000 for each of the months of June, July and August 2024 as Extension Payments to extend the termination date to September 9, 2024, with amounts including accrued interest. After failing to make timely extension payments for each of the months of September and October 2024, 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 and November 2024 as Extension Payments to extend the termination date to December 9, 2024. Pursuant to APx’s Existing Governing Documents effective as of such time, upon the first failure to make an Extension Payment on the date such payment was due, APx was required to: (i) cease all operations for the purpose of winding up; (ii) redeem all of the Public Shares and distribute the funds in the Trust Account to the Public Shareholders; (iii) following such redemption and subject to the approval of the remaining shareholders, liquidate and dissolve the company (collectively, the “Wind Up Requirement”). While APx did not comply with the Wind Up Requirement, all of its Public Shareholders were subsequently given the right to redeem their Public Shares in connection with the December 2024 EGM (as defined and described below). Those who elected to redeem their Public Shares for any reason were permitted to do so pursuant to the terms of the Existing Governing Documents, and those who elected not to redeem continued to hold their Public Shares. The APx Board believes that, given the executed Business Combination Agreement and the advanced stage of the Business Combination, permitting those shareholders who elected not to redeem to remain invested in APx was in the best interest of APx. Under Cayman Islands law, a registered shareholder may bring a shareholder derivative action for and on behalf a Cayman company against its board of directors for a breach of duty resulting from a failure to comply with such company’s governing documents. As the Public Shares are registered in the name of a custodian, the Public Shareholders themselves would not have standing to commence a derivative action for and on its behalf against the directors for such breach of duty.

On December 4, 2024, APx held an extraordinary general meeting (the “December 2024 EGM”) and its shareholders approved an amendment to its Articles and to the Trust Agreement to extend the Termination Date to December 9, 2025. In connection with the December 2024 EGM, the holders of 5,077,568 Public Shares properly exercised their right to redeem their Public Shares (and did not withdraw their redemption) for an aggregate redemption amount of $60,856,059.42. Following such redemptions, $6,233,015.29 remained in the Trust Account and 520,056 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 Public Shares redeemed in connection with the consummation of our initial business combination.

As of the date hereof, approximately $1,875,000 (plus accrued interest paid on untimely deposits into the Trust Account) of indebtedness under the Amended and Restated Note and the BC Promissory Notes (each as defined below) incurred in connection with Extension Payments remains outstanding.

On December 10, 2024, APx 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) APx’s securities will be delisted from Nasdaq, (ii) trading of SPAC Class A Ordinary Shares, Public Warrants, and SPAC 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 APx’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 APx failed to complete our initial business combination by December 6, 2024, Nasdaq’s staff concluded that APx did not comply with Rule IM-5101-2 and that APx’s securities are now subject to delisting.

As a result, trading in APx’s securities on Nasdaq was effectively suspended with the open of the market on December 17, 2024, and APx’s 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 APx’s Class A ordinary shares with the SEC, and the delisting of APx’s Class A ordinary shares became effective on March 31, 2025. On May 8, 2025, Nasdaq filed a Form 25-NSE in respect of APx’s units and warrants with the SEC, and the delisting of APx’s units and warrants will become effective on May 18, 2025. Following the delisting on Nasdaq, APx’s Class A ordinary shares are quoted on the Pink Open Market of the OTC under the symbol “APXIF”. We will remain a reporting entity under the Securities Exchange Act of 1934, as amended, with respect to continued disclosure of financial and operational information.

For more information on the consequences of the delisting of our securities, or the failure to establish and maintain a listing for the Company Shares and Company Warrants, see “Risk Factors — Additional Risks Related to the Business Combination — A market for our securities may not continue, which would adversely affect the liquidity and price of our securities,” “Risk Factors — Risks Related to APx — Our securities have been delisted from Nasdaq. The delisting of our securities may delay, or ultimately prevent, the consummation of the Business Combination,” and “Risk Factors — Risks Related to APx — Following the 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.”

This proxy statement/prospectus provides shareholders of APx with detailed information about the Business Combination and other matters to be considered at the Special Meeting. APx encourages you to read this entire document, including the annexes and other documents referred to herein, carefully and in their entirety. It also contains or references information about APx, the Company and certain related matters. You are encouraged to read this proxy statement/prospectus carefully. In particular, when you consider the recommendation regarding these Proposals by the board of directors of APx, you should keep in mind that APx’s Initial Shareholders (as defined below) and current officers, directors and advisors, and the Company’s current shareholders have interests in the Business Combination that are different from or in addition to, or may conflict with, your interests as a shareholder. For instance, Initial Shareholders and current officers, directors and advisors, and the Company’s current shareholders will benefit from the completion of the Business Combination and may be incentivized to complete an acquisition on terms less favorable to shareholders rather than liquidating APx. See the section of this proxy statement/prospectus entitled “Questions and Answers About the Business Combination and the Special Meeting — What interests do our Initial Shareholders, current officers, directors and advisors, and the Company’s current shareholders have in the Business Combination?” for a further discussion of these considerations. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 25 of this proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated            , 2025 and is first being mailed to the shareholders of APx on or about that date.

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON            , 2025

TO THE SHAREHOLDERS OF APX ACQUISITION CORP. I:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (including any postponement or adjournment thereof, the “Special Meeting”) of APx Acquisition Corp. I, a Cayman Islands exempted company (“SPAC,” “APx,” “we,” “us” or “our”), will be held at 10:00 a.m., Eastern Time, on            , 2025, at            . For the purposes of APx’s Existing Governing Documents, the physical place of the meeting will be the offices of Greenberg Traurig, P.A. located at 333 SE 2nd Avenue, Suite 4400, Miami, FL 33131, United States. APX encourages you to use remote methods of attending the Special Meeting or to attend via proxy. You may attend the Special Meeting and vote your shares electronically during the Special Meeting via live webcast by visiting            . You will need the meeting control number that is printed on your proxy card to enter the Special Meeting. You may also attend the meeting telephonically by dialing            .

At the Special Meeting, you will be asked to consider and vote on the following proposals:

(1)    Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve by ordinary resolution the Business Combination Agreement, dated as of March 25 2024 (as the same has been or may be amended, modified, supplemented or waived from time to time, the “Business Combination Agreement”), by and among APx, OmnigenicsAI Corp, a Cayman Islands exempted company (“OmnigenicsAI”), and Heritas Merger Sub Limited, a Cayman Islands exempted company and a direct wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which, among other things, Merger Sub will merge with and into APx (with APx being the surviving company and a direct wholly-owned subsidiary of OmnigenicsAI) in exchange for shareholders and warrant holders of APx receiving merger consideration consisting of ordinary shares of par value $0.0001 per share of OmnigenicsAI (“Company Shares”) and warrants to purchase Ordinary Shares (“Company Warrants”), respectively (we refer to this proposal as the “Business Combination Proposal”).

The full text of the resolution to be proposed is as follows:

“RESOLVED, as an ordinary resolution, that SPAC’s entry into the Business Combination Agreement, dated as of March 25, 2024 (as the same has been or may be amended, modified, supplemented or waived from time to time, the “Business Combination Agreement”), by and among SPAC, OmnigenicsAI Corp, a Cayman Islands exempted company (“OmnigenicsAI”), and Heritas Merger Sub Limited, a Cayman Islands exempted company and a direct wholly-owned subsidiary of OmnigenicsAI (“Merger Sub”), pursuant to which, among other things, Merger Sub will merge with and into SPAC (with SPAC being the surviving company and a direct wholly-owned subsidiary of OmnigenicsAI) in exchange for shareholders and warrant holders of SPAC receiving merger consideration consisting of ordinary shares of par value US$0.0001 per share of OmnigenicsAI (“Company Shares”) and warrants to purchase Company Shares, respectively.”

(2)    Proposal No. 2 — The Cayman Merger Proposal — To consider and vote upon a proposal to approve and authorize by special resolution the merger of Merger Sub with and into APx with APx being the surviving company, the plan of merger substantially in the form appended to the accompanying proxy statement/prospectus as Annex B (the “Plan of Merger”), the entry by APx into the Plan of Merger and approve the amendment and restatement of the Existing Governing Documents of APx (as the surviving company of the merger) in connection with the foregoing (we refer to this proposal as the “Cayman Merger Proposal”).

The full text of the resolution to be proposed is as follows:

“RESOLVED, as a special resolution, that SPAC be authorized to merge with Merger Sub so that SPAC be the surviving company and all the undertaking, property and liabilities of Merger Sub vest in SPAC by virtue of such merger pursuant to the Companies Act (As Revised) of the Cayman Islands, that the plan of merger substantially in the form appended to the proxy statement/prospectus as Annex B (the “Plan of Merger”) be authorized, approved and confirmed, that SPAC be authorized to enter into the Plan of Merger, and that SPAC amend and restate its memorandum and articles of association in the form attached to the Plan of Merger with effect from the effective time of such merger.”

(3)    Proposal No. 3 — The Adjournment Proposal — to consider and vote upon a proposal to approve by ordinary resolution the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the Business Combination Proposal or the Cayman Merger Proposal (collectively, the “Condition Precedent Proposals”) would not be duly approved and adopted by our shareholders or we determine that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived (we refer to this proposal as the “Adjournment Proposal”).

The full text of the resolution to be proposed is as follows:

“RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates to be determined by the chairman of the general meeting, if necessary, to permit further solicitation and vote of proxies be confirmed, ratified and approved in all respects.”

The resolutions to be voted upon in person or by proxy at the Special Meeting relating to the above proposals are set forth in the proxy/statement prospectus sections entitled “Proposal No. 1 — The Business Combination Proposal,” “Proposal No. 2 — The Cayman Merger Proposal” and “Proposal No. 3 — The Adjournment Proposal”, respectively.

The above matters are more fully described in the accompanying proxy statement/prospectus, which also includes, as Annex A, a copy of the Business Combination Agreement.

We urge you to carefully read the accompanying proxy statement/prospectus in its entirety, including the Annexes and accompanying financial statements.

After careful consideration, the APx Board has determined that each of the Business Combination Proposal, the Cayman Merger Proposal and the Adjournment Proposal are in the best interests of APx and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of APx’s directors may result in a conflict of interest on the part of one or more of the directors between what she, he or they may believe is in the best interests of APx and its shareholders and what she, he or they may believe is best for herself, himself or themselves in determining to recommend that shareholders vote for the proposals. See the sections entitled “Summary of the Proxy Statement/Prospectus — Interests of Certain Persons in the Business Combination” and “Security Ownership of Certain Beneficial Owners and Management” in the accompanying proxy statement/prospectus for a further discussion.

The Record Date for the Special Meeting is            , 2025. Only holders of record of SPAC Class A Ordinary Shares and SPAC Class B ordinary shares at the close of business on the Record Date are entitled to notice of and to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of APx’s shareholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at APx’s principal executive offices for inspection by shareholders during ordinary business hours for any purpose germane to the Special Meeting and electronically during the Special Meeting at            .

The SPAC Class A Ordinary Shares and warrants are listed on Nasdaq under the symbols “APXI” and “APXIW”, respectively. Certain of our SPAC Class A Ordinary Shares and warrants currently trade as units consisting of one Class A ordinary share and one-half of one redeemable warrant, and are listed on Nasdaq under the symbol “APXIU.” The units will automatically separate into their component securities upon consummation of the Business Combination and, as a result, will no longer trade as an independent security.

Pursuant to APx’s Existing Governing Documents, a holder of SPAC Class A Ordinary Shares eligible for redemption (a “Public Share” and, such holder, a “Public Shareholder”) may request that APx redeem all or a portion of its Public Shares for cash if the Business Combination is consummated. You will be entitled to receive cash for any Public Shares to be redeemed only if you:

(a)     (i) hold Public Shares or (ii) hold Public Shares through units and you elect to separate your units into the underlying Public Shares and Public Warrants prior to exercising your Redemption Rights with respect to the Public Shares; and

(b)    prior to 5:00 p.m., Eastern Time, on            , 2025 (two business days prior to the vote at the Special Meeting), (i) submit a written request to Continental Stock Transfer & Trust Company, APx’s Transfer Agent (the “Transfer Agent”), that APx redeem your Public Shares for cash and (ii) deliver your Public Shares to the Transfer Agent, physically or electronically through The Depository Trust Company (“DTC”).

Holders of units must elect to separate the underlying Public Shares and Public Warrants prior to exercising Redemption Rights with respect to the Public Shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying Public Shares and Public Warrants, or if a holder holds units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so.

Public Shareholders may elect to redeem all or a portion of their Public Shares even if they vote for the Business Combination Proposal

If the Business Combination is not consummated, the Public Shares will not be redeemed for cash. If a Public Shareholder properly exercises its right to redeem its Public Shares and timely delivers its shares to the Transfer Agent, we will redeem each Public Share for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account established in connection with SPAC’s initial public offering of its units, each consisting of one SPAC Class A Ordinary Share and one-half of one redeemable warrant, pursuant to its registration statements on Form S-1 declared effective by the SEC on December 6, 2021 (SEC File No. 333-261247) (the “IPO”), calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable) and not previously released to APx to pay its taxes, divided by the number of then-outstanding Public Shares (the “Redemption Price”). As of            , 2025, this would have amounted to approximately $            per Public Share. If a Public Shareholder exercises its Redemption Rights, then it will be exchanging its redeemed Public Shares for cash and will no longer own such shares. Any request to redeem Public Shares, once made, may only be with our consent. Furthermore, if a holder of a Public Share delivers its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that we instruct our Transfer Agent to return the certificate (physically or electronically). The holder can make such request by contacting the Transfer Agent, at the address or email address listed in this proxy statement/prospectus. We will be required to honor such request only if made prior to the deadline for exercising redemption requests. See “Special Meeting of the Shareholders” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares, without our prior consent. Accordingly, if a Public Shareholder, alone or acting in concert as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limitation would not be redeemed for cash, without our prior consent.

The approval of each of the Business Combination Proposal and the Cayman Merger Proposal is a condition to the consummation of the Business Combination. The adoption of each of these proposal is conditioned on the approval of all of the Business Combination Proposal and the Cayman Merger Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal. If our shareholders do not approve each of the Condition Precedent Proposals, the Business Combination may not be consummated.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. We urge you to read the accompanying proxy statement/prospectus carefully. If you have any questions or need assistance voting your APx ordinary shares, please contact             , our proxy solicitor, by calling             , or banks and brokers can call collect at              or by emailing             . This notice of Special Meeting and the proxy statement are available at            .

TABLE OF CONTENTS

About This Proxy Statement/Prospectus

This document, which forms part of a registration statement on Form F-4 filed with the SEC by OmnigenicsAI, constitutes a prospectus of OmnigenicsAI under Section 5 of the Securities Act, with respect to the Company Shares to be issued to the SPAC Shareholders and Company Warrants to be issued to the holders of Public Warrants if the Business Combination described herein is consummated. With respect to APx and the holders of SPAC Ordinary Shares, this proxy statement/prospectus serves as and constitutes:

•        a notice of meeting and a proxy statement under Section 14(a) of Exchange Act with respect to the Special Meeting of APx shareholders being held on             , 2025, where APx shareholders will vote on, among other things, the proposed Business Combination and related transactions and each of the below proposals; and

•        a prospectus of OmnigenicsAI under Section 5 of the Securities Act, with respect to the Company Shares and Company Warrants to be issued to the holders of SPAC Ordinary Shares and Public Warrants and the Company Shareholders if the Business Combination described herein is consummated.

This document does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction or to any person to whom it would be unlawful to make such offer.

ROUNDING OF FIGURES

Certain financial information presented in tables in this prospectus has been rounded to the nearest whole number or the nearest decimal place. Therefore, the sum of the numbers in a column may not conform exactly to the total figure given for that column. In addition, certain percentages presented in the tables in this proxy statement/prospectus reflect calculations based upon the underlying information prior to rounding, and, accordingly, may not conform exactly to the percentages that would be derived if the relevant calculations were based upon the rounded numbers. Certain percentage shareholdings have also been rounded and therefore totals of such percentage shareholdings may vary slightly from their actual arithmetic totals.

Market and Industry Data

Where information has been sourced from a third party, the source of such information has been identified. Unless otherwise indicated, the information contained in this proxy statement/prospectus on the market environment, market developments, growth rates, market trends and competition in the markets in which APx and the Company operate is taken from publicly available sources, including third-party sources, or reflects APx’s or the Company’s estimates that are principally based on information from publicly available sources.

Trademarks, TradeNames and Service Marks

This proxy statement/prospectus contains trademarks, trade names and service marks that are the property of the Company, as well as, for informational purposes, trademarks, trade names, and service marks that are the property of other organizations. Solely for convenience, certain trademarks, trade names, and service marks referred to in this report appear without the ®, ™ and SM symbols, but those references are not intended to indicate that we or the applicable owner, as the case may be, will not assert, to the fullest extent under applicable law, our or their rights to such trademarks, trade names, and service marks.

Frequently Used Terms

“Adjournment Proposal” means the proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies.

“Affiliate” means, with respect to any specified Person, any Person that, directly or indirectly, controls, is controlled by, or is under common control with, such specified Person, whether through one or more intermediaries or otherwise, provided, however, that for purposes of the Business Combination Agreement, (i) Sponsor and SPAC shall be deemed not to be Affiliates of the Company, or its Subsidiaries; and (ii) Affiliates of SPAC and Affiliates of Sponsor shall be deemed to only refer to Sponsor, SPAC and, if applicable, their respective directors and officers. The term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by Contract or otherwise.

“Anti-Money Laundering Laws” means, the applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions in which the Company or any of its Subsidiaries operates, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any relevant Governmental Authority.

“APx” or “SPAC” means APx Acquisition Corp. I, a Cayman Islands exempted company limited by shares.

“APx Board” means the board of directors of APx.

“APx Warrants” means, collectively, the Public Warrants and the Private Placement Warrants.

“Backstop Agreement” means the Backstop Agreement dated March 25, 2024 by and between Templar, Theo, SPAC and the Company.

“BofA” means BofA Securities, Inc.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, dated as of March 25, 2024, originally entered by and among SPAC, the Company, Merger Sub and MultiplAI.

“Business Combination Proposal” means the proposal to approve the adoption of the Business Combination Agreement and the Business Combination.

“Business Day” means any day on which the principal offices of the SEC in Washington, D.C. are open to accept filings and on which banks are not required or authorized to close in the City of New York in the United States, in London, England, in Buenos Aires, Argentina or George Town, in the Cayman Islands.

“Cayman Companies Act” means Companies Act (As Revised) of the Cayman Islands.

“Cayman Merger Proposal” means the proposal to approve the merger of Merger Sub with APx and APx being the surviving company.

“Cayman Registrar” means the Registrar of Companies of the Cayman Islands.

“CIBIC” means Centro de Diagnóstico Médico de Alta Complejidad S.A., a sociedad anónima formed under the laws of Argentina.

“CFC” means a controlled foreign corporation.

“CLIA” means the Clinical Laboratory Improvement Amendments of 1988.

“Closing” means the consummation of the Business Combination, including the Merger and other Transactions.

“Closing Date” means the date upon which the Closing is to occur.

“Combined Company” means the Company and its consolidated subsidiaries after giving effect to the Transactions.

“Company” or “OmnigenicsAI” or “we” or “us” means OmnigenicsAI Corp, a Cayman Islands exempted company limited by shares.

“Company Board” means the board of directors of the Company.

“Company Disclosure Letter” means the disclosure letter delivered to SPAC by the Company on the date of the Business Combination Agreement.

“Company Group” means the Company and its direct and indirect subsidiaries.

“Company M&A” means the amended and restated memorandum and articles of association of the Company, to be effective upon the completion of the Business Combination.

“Company Material Adverse Effect” means any event, state of facts, development, circumstance, occurrence or effect (collectively, “Events”) that (i) has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets and liabilities, results of operations or financial condition of the Company and its Subsidiaries, taken as a whole or (ii) does or would reasonably be expected to, individually or in the aggregate, prevent or materially delay or materially adversely affect the ability of the Company to consummate the Transactions; provided that in no event would any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a Company Material Adverse Effect: (a) any change in applicable Laws or IFRS or any interpretation thereof following the date of the Business Combination Agreement, (b) any change in interest rates or economic, political, business or financial market conditions generally, (c) the taking of any action or failure to take any action as required to be taken under the Business Combination Agreement, (d) any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions or similar occurrences), epidemic or pandemic (including any action taken or refrained from being taken in response to COVID-19 or any COVID-19 Measures or any change in such COVID-19 Measures or interpretations following the date of the Business Combination Agreement), acts of nature or change in climate, (e) any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national or international political conditions, (f) any failure in and of itself of the Company to meet any projections or forecasts (provided that the exception in this item (f) shall not prevent or otherwise affect a determination that any Event underlying such failure has resulted in or contributed to a Company Material Adverse Effect except where such Event is otherwise excluded under any of items (a) through (e) or items (g) through (h) of this definition), (g) any Events generally applicable to the industries or markets in which the Company and its Subsidiaries operate, (h) any action taken by, or at the written request of, SPAC; or (i) the announcement of the Business Combination Agreement and consummation of the Transactions, including any termination of, reduction in or similar adverse impact (but in each case only to the extent attributable to such announcement or consummation) on the Company’s and its Subsidiaries’ relationships, contractual or otherwise, with third parties (other than such impact on licenses with Governmental Authorities, which impact shall not be excluded); provided, further, that in the case of each of items (a), (b), (d), (e) and (g), any such Event to the extent such Event disproportionately and adversely affects the business, assets, liabilities, results of operations or condition of the Company and its Subsidiaries, taken as a whole, relative to other similarly situated participants in the industries in which such Persons operate shall not be excluded from and shall be taken into account in the determination of whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect, but only to the extent of the incremental disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to such similarly situated participants.

“Company Shares” means the ordinary shares, par value $0.0001 per share, of the Company.

“Company Transaction Expenses” means any and all the reasonable and documented out-of-pocket fees and expenses payable by the Company or any of its Subsidiaries or Affiliates, or Merger Sub (whether or not billed or accrued for) as a result of, or relating to or in connection with the negotiation, documentation and consummation of the Transactions, including all the reasonable and documented out-of-pocket fees, costs, expenses, commissions, and disbursements payable by the Company or any of its Subsidiaries or Affiliates, or Merger Sub in connection with (i) the Transactions to financial advisors, investment banks, data room administrators, attorneys, accountants, auditors and other advisors and service providers, including consultants and public relations firms, (ii) preparing and obtaining all financial statements and pro-forma financial information in respect of the Company, its Subsidiaries, and Affiliates

(including the standards of the PCAOB), (iii) obtaining the consent or approval of any person or Governmental Authority in connection with the Transactions, (iv) the continuation of Heritas Corp., incorporated under the laws of the State of Delaware, as Heritas Ltd., a Cayman Islands exempted company, (v) the formation of the Company, Merger Sub and any other Subsidiaries of the Company, and the structuring, negotiation and documentation of the Merger, (vi) the negotiation, preparation or consummation of any PIPE Investment, and (vii) the Restructuring, (viii) the fully paid “tail” directors’ and officers’ liability insurance policy covering the D&O Indemnified Parties, (ix) one half of the cost for the preparation, filing and mailing of the Proxy/Registration Statement and the fees payable for any filings made with the SEC in connection with the Transactions, and (x) filing fees payable to any Governmental Authorities in connection with the Transactions other than those set forth expressly in the definition of SPAC Transaction Expenses.

“Company Warrant” means a warrant to purchase one Company Share.

“Confidentiality Agreement” means the confidentiality agreement, dated July 10, 2023, between the Sponsor, the Parent and Theo.

“Continental” or “Trustee” means the Continental Stock Transfer & Trust Company.

“COVID-19” means SARS-CoV-2 or COVID-19 and any evolutions or mutations thereof or related or associated epidemics, pandemics or disease outbreaks.

“COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester, safety or similar Law, direction or guidelines promulgated by any Governmental Authority or the World Health Organization, in each case, in connection with or in response to COVID-19 for similarly situated companies.

“Disclosure Letter” means, as applicable, each the Company Disclosure Letter and SPAC Disclosure Letter.

“EarlyBird” means EarlyBirdCapital, Inc.

“EarlyBird Engagement Letter” means the engagement letter dated October 17, 2022 (as amended on August 22, 2023) between APx and EarlyBird.

“EarlyBird Fees” means all fees payable to EarlyBird pursuant to the EarlyBird Engagement Letter.

“Equity Securities” means, with respect to any Person, any capital stock, shares, equity interests, membership interests, partnership interests or registered capital, joint venture or other ownership interests in such Person and any options, warrants or other securities (for the avoidance of doubt, including debt securities) that are directly or indirectly convertible into, or exercisable or exchangeable for, such capital stock, shares, equity interests, membership interests, partnership interests or registered capital, joint venture or other ownership interests.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Existing Governing Documents” means the amended and restated memorandum and articles of association of SPAC currently in effect on the date hereof.

“Extended Date” means the date provided by the Existing Governing Documents for SPAC to complete the Business Combination.

“Extension Payment” means each payment required to extend the termination date for the Business Combination by one month, following approval at an extraordinary general meeting held by APx. For each extension, the payment would be the lesser of $0.025 per public share or $125,000, to be deposited into APx’s Trust Account.

“FDA” means the United States Food and Drug Administration.

“Founder Shares” means the 4,312,500 Class B Ordinary Shares issued to the Initial Sponsor.

“GAAP” means generally accepted accounting principles as in effect in the United States from time to time.

“Governmental Authority” means any federal, state, provincial, municipal, local or foreign government, any arbitrator or arbitral body, governmental authority, taxing, regulatory or administrative agency, any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority, governmental commission, department, board, bureau, agency or instrumentality, court or tribunal.

“Governmental Order” means any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any Governmental Authority.

“Heritas Argentina” means Heritas SAU, a sociedad anónima unipersonal formed under the laws of Argentina.

“Heritas Key Personnel” means the persons and entities listed on Exhibit C to the Registration Rights and Lock-up Agreement.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996.

“IFRS” means the IFRS Accounting Standards as issued by the International Accounting Standards Board (“IASB”).

“Indebtedness” means with respect to any Person, without duplication, any obligations, contingent or otherwise, in respect of (a) the principal of and premium (if any) in respect of all indebtedness for borrowed money, including accrued interest and any per diem interest accruals, (b) the principal and interest components of capitalized lease obligations under IFRS, (c) amounts drawn (including any accrued and unpaid interest) on letters of credit, bank guarantees, bankers’ acceptances and other similar instruments (solely to the extent such amounts have actually been drawn), (d) the principal of and premium (if any) in respect of obligations evidenced by bonds, debentures, notes and similar instruments, (e) the termination value of interest rate protection agreements and currency obligation swaps, hedges or similar arrangements (without duplication of other indebtedness supported or guaranteed thereby), (f) the principal component of all obligations to pay the deferred and unpaid purchase price of property and equipment which have been delivered, including “earn outs” and “seller notes” (but excluding any trade payables arising in the ordinary course of business) and (g) breakage costs, prepayment or early termination premiums, penalties, or other fees or expenses payable as a result of the consummation of the Transactions in respect of any of the items in the foregoing clauses (a) through (f), and (h) all indebtedness of another Person referred to in clauses (a) through (g) above guaranteed by such Person or for which such Person or any of its Subsidiaries has given assurance, comfort, keep-well or any similar undertaking, directly or indirectly, jointly or severally.

“INDEC” means the Argentine National Institute of Statistics and Census (Instituto Nacional de Estadística y Censos).

“Initial Shareholders” means the SPAC Shareholders which collectively own 4,312,500 Founder Shares, or 89.2% of the outstanding SPAC Ordinary Shares.

“Initial Sponsor” means APx Cap Sponsor Group I, LLC.

“Intellectual Property” means any rights in or to intellectual property of any type or nature, created, arising, or protected under applicable Law, throughout the world, including all: (i) patents, patent applications, invention disclosures, and all related continuations, continuations-in-part, divisional patent applications, reissues, re-examinations, substitutions, and extensions thereof; (ii) registered and unregistered trademarks, logos, service marks, trade dress and trade names, slogans, registrations, pending registration applications therefor, and internet domain names and social media handles, together with the goodwill symbolized by or associated with any of the foregoing and any common law rights with respect thereto; (iii) registered and unregistered copyrights, and registrations and applications for registration of copyright, including such corresponding rights in databases, compilations, software and other works of authorship; (iv) moral rights, rights of attribution and integrity, and (v) inventions (whether or not patentable), trade secrets, know-how, and other confidential information or proprietary rights (including proprietary rights with respect to ideas, formulas, compositions, processes, diagnostic tests, techniques, methods, algorithms, research and development information, specifications, designs, genomic, genetic or other scientific or technical data, financial and marketing plans and proposals, pricing and cost information and customer and supplier lists and information); (vi) rights of publicity, privacy or other name and likeness rights; (vii) all other intellectual property and proprietary rights; (viii) all actions and rights to sue at law or in equity for any past, present or future infringement or other impairment of any of the foregoing, including the right to receive all proceeds and damages therefrom; and (ix) all copies and tangible embodiments or descriptions of any of the foregoing in any form or medium.

“IPO” means APx’s initial public offering of units, consummated on December 6, 2021.

“IPO Letter Agreement” means the initial public offering letter agreement, dated December 6, 2021, amended on September 8, 2023 and March 21, 2024, between SPAC, Initial Sponsor, Sponsor and Templar Subco.

“IRS” means the U.S. Internal Revenue Service.

“Law” means any statute, law, ordinance, rule, regulation or Governmental Order, in each case, of any Governmental Authority having jurisdiction over a given matter, or any provisions or interpretations of the foregoing by the competent Governmental Authorities, including general principles of common and civil law and equity.

“Leased Real Property” means all real property leased, licensed, subleased or otherwise used or occupied by the Company, or its Subsidiaries, as applicable.

“Lien” means all liens, mortgages, deeds of trust, pledges, hypothecations, encumbrances, security interests, adverse claim, options, rights of preemption, leases, subleases, licenses, restrictions, claims or other liens of any kind whether consensual, statutory or otherwise, and whether filed, recorded or perfected under applicable Law (including any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset, but in any event excluding transfer restrictions under applicable securities Laws).

“Merger” means the merging of Merger Sub with and into APx, with APx surviving such merger and becoming a direct wholly-owned subsidiary of the Company.

“Merger Consideration” means the Company Shares and Company Warrants receivable by SPAC Shareholders pursuant to the Business Combination Agreement.

“Merger Effective Time” means such time at which the Plan of Merger is registered by the Cayman Registrar in accordance with the Cayman Companies Act or at such later date and/or time permitted by the Cayman Companies Act as may be agreed by Merger Sub and SPAC in writing with the prior written consent of the Company and specified in the Plan of Merger, provided that such later time shall not be a date later than the ninetieth (90th) day after the date when the Plan of Merger is filed and registered with the Cayman Registrar.

“Merger Sub” means Heritas Merger Sub Limited, a Cayman Islands exempted company and a direct wholly-owned subsidiary of the Company.

“MultiplAI” means MultiplAI Health Ltd, a private limited company formed under the laws of England and Wales.

“MultiplAI Acquisition” means the sale and purchase of all the ordinary shares of MultiplAI Health Ltd (and, if required under the MultiplAI Share Purchase Agreement, all of the MultiplAI Shareholders’ rights and interest in the options granted to any of the MultiplAI Shareholders under all existing share option or similar option schemes of MultiplAI, and all of MultiplAI Shareholders’ rights and interest in certain equity related agreements and convertible securities, as well as any related ancillary documents or agreements).

“MultiplAI Shareholder” means any holder of any MultiplAI Shares.

“MultiplAI Shares” means the 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 ordinary shares, par value £0.0001, of MultiplAI.

“MultiplAI Share Purchase Agreement” means the amended and restated share purchase agreement dated March 13, 2024, among the Parent, MultiplAI and the MultiplAI Shareholders, which amends and restates that certain share purchase agreement entered into on January 23, 2024, by and among the Parent, Santiago Gabriel Miriuka, Carlos Daniel Luzzani, Mark Paul Ramondt, among.

“MultiplAI SPA Termination Agreement” means the termination agreement dated August 27, 2024 among the Parent, MultiplAI and the MultiplAI Shareholders.

“Nasdaq” means the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq Global Select Market, as may be applicable.

“Parent” means Heritas Ltd., a Cayman Islands exempted company, formerly Heritas Corp., a Delaware corporation, and any predecessor thereof.

“PCAOB” means the Public Company Accounting Oversight Board and any division or subdivision thereof.

“Permitted Liens” means (i) mechanic’s, workmen’s, materialmen’s and similar Liens arising in the ordinary course of business with respect to any amounts (A) not yet due and payable or which are being contested in good faith through appropriate proceedings and (B) for which adequate accruals or reserves have been established in accordance with IFRS, (ii) Liens for Taxes (A) not yet due and payable or (B) which are being contested in good faith through appropriate proceedings and for which adequate accruals or reserves have been established in accordance with IFRS (with respect to the Company or any of its Subsidiaries) or GAAP (with respect to SPAC), (iii) defects or imperfections of title, easements, encroachments, covenants, rights-of-way, conditions, matters that would be apparent from a physical inspection or current, accurate survey of any property, restrictions and other similar charges or encumbrances that do not, in the aggregate, materially impair the value or materially interfere with the use of such property, (iv) with respect to any Leased Real Property (A) the interests and rights of the respective lessors with respect thereto, including any automatic statutory landlord Lien thereon, (B) any Lien permitted under a Real Property Lease as set forth on Schedule 1 attached to the Business Combination Agreement, and (C) any Liens not created by the Company or any of its Subsidiaries encumbering the underlying fee title of the real property of which the Leased Real Property is a part, (v) zoning, building, entitlement and other land use and environmental regulations promulgated by any Governmental Authority that do not, in the aggregate, materially interfere with the current use of, or materially impair the value of, the Leased Real Property, and (vi) non-exclusive licenses of Intellectual Property entered into in the ordinary course of business consistent with past practice.

“Person” means any individual, firm, corporation, exempted company, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, Governmental Authority or instrumentality or other entity of any kind.

“PIPE Investments” means the PIPE Subscription Agreements with PIPE Investments providing for investments in Company Shares at $10.00 per Company Share, in connection with the Transactions under the Business Combination Agreement, entered into by the Company and SPAC.

“PIPE Investor” means those certain investors participating with the Company’s and SPAC’s written approval in the PIPE Investment pursuant to the PIPE Subscription Agreements.

“PIPE Subscription Agreement” means any subscription agreement executed by SPAC, the Company, and a PIPE Investor after the date hereof pursuant to which, such PIPE Investor shall agree to purchase for cash Company Shares from the Company on the Closing Date.

“Plan of Merger” means the plan of merger substantially in the form attached to the Business Combination Agreement as Exhibit A and any amendment or variation thereto made in accordance with the provisions of the Cayman Companies Act and the terms thereof.

“Private Placement Warrants” means the 8,950,000 warrants of SPAC privately sold concurrently with the closing of the IPO.

“Public Share” means a SPAC Ordinary Share issued as part of a SPAC Unit in the IPO.

“Public Shareholders” means the holders of Public Shares that were offered as part of the IPO.

“Public Warrants” means the warrants to purchase one SPAC Class A Ordinary Share at an exercise price of $11.50 issued as part of a SPAC Unit in the IPO.

“Real Property Leases” means the true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, as applicable, including all amendments, terminations and modifications thereof.

“Record Date” means the record date for the Special Meeting.

“Redeeming SPAC Shares” means SPAC Ordinary Shares in respect of which the eligible (as determined in accordance with the Existing Governing Documents) holder thereof has validly exercised (and not validly revoked, withdrawn or lost) his, her or its SPAC Shareholder Redemption Right.

“Redemption Reversals” means the irrevocable reversal by the SPAC Shareholders of their SPAC Shareholder Redemption Rights.

“Registration Rights and Lock-Up Agreement” means that certain Registration Rights and Lock-Up Agreement to be entered into in connection with the Closing by and among the Company, Parent, SPAC, Sponsor, SPAC Shareholders, CIBIC, Bioceres S.A, Theo and Heritas Key Personnel substantially in the form attached to the Business Combination Agreement as Exhibit F.

“Restructuring” means the restructuring and transactions set forth in Schedule 8.12 of the Business Combination Agreement providing for the (i) the contribution and cancellation of the Restructuring Indebtedness or (ii) the extension of the maturity of such loans. See “Certain Relationships and Related Party Transactions.”

“Restructuring Indebtedness” means any Indebtedness owed by the Company and Heritas Argentina to the Parent and its affiliates.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“SPAC Class A Ordinary Shares” means class A ordinary shares, par value $0.0001 per share, of SPAC.

“SPAC Class B Ordinary Shares” means class B ordinary shares, par value $0.0001 per share, of SPAC.

“SPAC Disclosure Letter” means disclosure letter delivered by SPAC to the Company on the date of the Business Combination Agreement.

“SPAC Fundamental Representations” means the representations and warranties made pursuant to Section 5.1 (SPAC Organization) (other than the second sentence of Section 5.1), Section 5.2 (Due Authorization), Section 5.4 (No Conflict), Section 5.8 (Governmental Authorities; Consents), Section 5.13 (Capitalization of SPAC) and Section 5.14 (Brokers’ Fees) of the Business Combination Agreement.

“SPAC Material Adverse Effect” means any Event that (i) has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets and liabilities, results of operations or financial condition of SPAC, taken as a whole or (ii) does or would reasonably be expected to, individually or in the aggregate, prevent or materially delay or materially adversely affect the ability of SPAC to consummate the Transactions; provided that in no event would any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a SPAC Material Adverse Effect: (a) any change in applicable Laws or GAAP or any interpretation thereof following the date of the Business Combination Agreement, (b) any change in interest rates or economic, political, business or financial market conditions generally, (c) the taking of any action or failure to take any action as required to be taken under the Business Combination Agreement, (d) any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions or similar occurrences), epidemic or pandemic (including any action taken or refrained from being taken in response to COVID-19 or any COVID-19 Measures or any change in such COVID-19 Measures or interpretations following the date of the Business Combination Agreement), acts of nature or change in climate, (e) any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national or international political conditions, (f) any matter set forth in the SPAC Disclosure Letter, (g) any action taken by, or at the request of, the Company; (h) the announcement of the Business Combination Agreement and consummation of the Transactions, including any termination of, reduction in or similar adverse impact (but in each case only to the extent attributable to such announcement or consummation) on SPAC’s relationships, contractual or otherwise, with third parties (other than such impact on licenses with Governmental Authorities, which impact shall not be excluded) or (i) any change in the trading price or volume of the SPAC Units, SPAC Ordinary Shares or Public Warrants (provided that the underlying causes of such changes referred to in this definition (i) may be considered in determining whether there is a SPAC Material Adverse Effect except to the extent such cause is otherwise excluded under any of items (a) through (h) of this definition); provided, further, that in the case of each of items (a), (b), (d) and (e), any such Event to the extent such Event disproportionately and adversely affects SPAC relative to other similarly situated special purpose acquisition companies shall not be excluded from and shall be taken into account in the determination of whether there has been, or would reasonably be expected to be, a SPAC Material Adverse Effect, but only to the extent of the incremental disproportionate effect on SPAC relative to such similarly situated special purpose acquisition companies. Notwithstanding the foregoing, with respect to SPAC, the number of shareholders of SPAC who exercise their SPAC Shareholder Redemption Right, the number of Dissenting SPAC Shares or the failure to obtain SPAC Shareholders’ Approval shall be deemed not to be a SPAC Material Adverse Effect.

“SPAC Ordinary Shares” means SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares.

“SPAC Share Redemption” means the election of an eligible (as determined in accordance with SPAC’s Governing Documents) holder of SPAC Class A Ordinary Shares to redeem all or a portion of the SPAC Class A Ordinary Shares held by such holder at a per-share price, payable in cash, equal to a pro rata share of the aggregate amount on deposit in the Trust Account (including any interest earned on the funds held in the Trust Account) (as determined in accordance with SPAC’s Governing Documents) in connection with the Transaction Proposals.

“SPAC Shareholder Redemption Amount” means the aggregate amount payable with respect to all Redeeming SPAC Shares.

“SPAC Shareholder Redemption Right” or “Redemption Rights” means the right of an eligible (as determined in accordance with SPAC’s Governing Documents) holder of SPAC Class A Ordinary Shares to redeem all or a portion of the SPAC Class A Ordinary Shares held by such holder at a per-share price, payable in cash, equal to a pro rata share of the aggregate amount on deposit in the Trust Account (including any interest earned on the funds held in the Trust Account) (as determined in accordance with SPAC’s Governing Documents) in connection with the Transaction Proposals.

“SPAC Shareholders” means a holder of SPAC Ordinary Shares as of immediately prior to the Merger Effective Time.

“SPAC Shareholders’ Approval” means the approval of (a) the Transactions other than the Merger by Ordinary Resolution (as defined in the SPAC Charter), (b) the Plan of Merger and the Merger by special resolution (as defined in the Cayman Companies Act) of the SPAC’s Shareholders (which requires an affirmative vote of at least two-thirds of the holders of the issued and outstanding SPAC Ordinary Shares) who, being entitled to do so, vote in person or, where proxies are allowed, by proxy (as determined in accordance with SPAC’s Governing Documents) at a SPAC Shareholders’ Meeting duly called by the APx Board held for such purpose and (c) any other proposals that the SEC (or staff member thereof) indicates (i) are necessary in its comments to the Proxy/Registration Statement or correspondence related thereto and (ii) are required to be approved by the shareholders of SPAC in order for the Transactions to be consummated.

“SPAC Shareholders’ Meeting” means an extraordinary general meeting of the holders of SPAC Ordinary Shares to be held for the purpose of approving the Transaction Proposals.

“SPAC Transaction Expenses” means any and all reasonable and documented out-of-pocket fees and expenses payable by SPAC (whether or not billed or accrued for) as a result of, in relation to or in connection with SPAC’s negotiation, documentation and consummation of the Transactions, including all the reasonable and documented out-of-pocket fees, costs, expenses, commissions, and disbursements payable by SPAC in connection with (i) the Transactions to financial advisors, investment banks (including the EarlyBird Fees), data room administrators, attorneys, accountants and other advisors and service providers, including consultants and public relations firms; provided that SPAC Transaction Expenses shall not include any fees or commissions of the underwriters of the IPO that are deferred and not yet due or payable on the date hereof, (ii) one half of the cost for the preparation, filing and mailing of the Proxy/Registration Statement and the fees payable for any filings made with the SEC in connection with the Transactions, and (iii) fees and other payments required to be made with Nasdaq in connection with the Transactions; provided further that SPAC Transaction Expenses shall not include any such fees and expenses paid or payable by SPAC, Sponsor or its Affiliates as a result of, in relation to or in connection with any Business Combination other than the Transactions.

“SPAC Transaction Expenses Cap” means $5,880,759, which shall be allocated in accordance with Schedule 1.1 of the Business Combination Agreement.

“SPAC Unit” means the units issued by SPAC in the IPO (including pursuant to the exercise of the underwriters’ overallotment option), each consisting of one SPAC Class A Ordinary Share and one-half of a SPAC Warrant.

“SPAC Warrant Agreement” means the Warrant Agreement, dated December 6, 2021, between SPAC and Continental.

“SPAC Warrant Assignment, Assumption and Amendment Agreement” means the Assignment, Assumption and Amendment Agreement, entered into by the Company, SPAC and the warrant agent, substantially in the form attached to the Business Combination Agreement as Exhibit G.

“Sponsor” means Templar LLC, a Tennessee limited liability company.

“Sponsor Alliance” means the transfer of 3,342,188 SPAC Class B Ordinary Shares and 6,936,250 private placement warrants by the Initial Sponsor to the Sponsor and all agreements executed in connection with the transfer.

“Subsidiary” means, with respect to a Person, a corporation or other entity of which more than fifty percent (50%) of the voting power of the Equity Securities or equity interests is owned, directly or indirectly, by such Person and, in case of a limited partnership, limited liability company or similar entity, such Person is a general partner or managing member or has the power to direct the policies, management and affairs of such entity, and a Subsidiary is a “wholly-owned Subsidiary” of such Person when substantially all of the voting power of its Equity Securities or equity interests is owned or controlled by such Person.

“Support Agreement” means the Voting and Support Agreement, dated as of March 13, 2024, by and among SPAC, Sponsor, the Company and Parent, substantially in the form attached to the Business Combination Agreement as Exhibit D.

“Tax” or “Taxes” means any and all federal, state, local, foreign or other taxes imposed by any Governmental Authority, including all income, gross receipts, license, payroll, recapture, net worth, employment, escheat and unclaimed property obligations, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, Equity Securities, ad valorem, value added, inventory, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, governmental charges, duties, levies and other similar charges imposed by a Governmental Authority in the nature of a tax, alternative or add-on minimum, or estimated taxes, and including any interest, penalty, or addition thereto.

“Templar Subco” means Templar Subco LLC, a Cayman Islands limited liability company.

“Theo” means Theo I SCSp, a special limited partnership (société en commandite spéciale) governed by the laws of the Grand Duchy of Luxembourg.

“Transaction Documents” means, collectively, the Business Combination Agreement, the Confidentiality Agreement, the Plan of Merger, the Company M&A, the Support Agreement, the Registration Rights and Lock-up Agreement, the Assignment, Assumption and Amendment Agreement, the Backstop Agreement, each PIPE Subscription Agreement (if any) and any other agreements, documents or certificates entered into or delivered pursuant hereto or thereto, and the expression “Transaction Document” means any one of them.

“Transaction Proposals” means the following proposals (i) the authorization of the Merger and the authorization and approval of the Plan of Merger, authorization for SPAC to enter into the Plan of Merger, (ii) the Business Combination Agreement, the other Transaction Documents and the Business Combination, (iii) the adjournment of the SPAC Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing or any proposal in (iv), and (iv) any other proposals as the SEC (or staff member thereof) indicates are necessary in its comments to the Proxy/Registration Statement or correspondence related thereto and any other proposals as reasonably agreed in writing by SPAC and the Company to be necessary or appropriate in connection with the Transactions.

“Transactions” means, collectively, the Merger and the Restructuring, and each of the other transactions contemplated by the Business Combination Agreement or any of the other Transaction Documents.

“Trust Account” means the trust account containing the proceeds of the IPO and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s public shareholders.

“Trust Agreement” means that certain Investment Management Trust Agreement, dated as of December 6, 2021, by and between SPAC and Continental.

“U.S. dollars,” “US$” and “$” means United States dollars, the legal currency of the United States.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE SPECIAL MEETING

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting of shareholders, including with respect to the proposed Business Combination. The following questions and answers may not include all the information that is important to SPAC Shareholders. Shareholders are urged to read carefully this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.

Q:     What is the Business Combination?

A:     APx, OmnigenicsAI and Merger Sub have entered into the Business Combination Agreement, dated as of March 25, 2024, pursuant to which, among other things, Merger Sub will merge with and into APx (with APx being the surviving company and a direct wholly-owned subsidiary of OmnigenicsAI) in exchange for shareholders of APx receiving merger consideration consisting of Company Shares and warrants to purchase Company Shares:

APx will hold the Special Meeting to, among other things, obtain the approvals required for the Business Combination and the other transactions contemplated by the Business Combination Agreement and you are receiving this proxy statement/prospectus in connection with such meeting. See “The Business Combination Agreement” beginning on page 138. In addition, a copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

Q:     Why am I receiving this proxy statement?

A:     APx is sending this proxy prospectus to its shareholders to help them decide how to vote their shares of APx ordinary shares with respect to the matters to be considered at the Special Meeting.

The Business Combination cannot be completed unless APx’s shareholders approve the Business Combination Proposal and the Cayman Merger Proposal set forth in this proxy statement/prospectus for their approval. Information about the Special Meeting, the Business Combination and the other business to be considered by shareholders at the Special Meeting is contained in this proxy statement/prospectus.

This document constitutes a proxy statement of APx and a prospectus of OmnigenicsAI. It is a proxy statement because the APx Board is soliciting proxies using this proxy statement/prospectus from its shareholders. It is a prospectus because OmnigenicsAI, in connection with the Business Combination, is offering Company Shares and Warrants in exchange for APx’s outstanding SPAC Class A Ordinary Shares and warrants. See “The Business Combination Agreement — Consideration to be Received in the Business Combination.”

YOUR VOTE IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

Q:     Why is APx proposing the Business Combination?

A:     APx was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase or reorganization or engaging in any other similar business combination with one or more businesses or entities. See “Summary of the Proxy Statement/Prospectus — Interests of Certain Persons in the Business Combination.”

Q:     What equity stake will our current shareholders and shareholders of the Target hold in OmnigenicsAI immediately after consummation of the Business Combination?

A:     The table below illustrates varying beneficial ownership levels in OmnigenicsAI and the estimated amount remaining in the Trust Account, as well as possible sources and extents of dilution for non-redeeming Public Shareholders, assuming no redemptions by Public Shareholders, 25%, 50% and 75% redemption by Public Shareholders and the maximum redemptions by Public Shareholders. Neither the Company nor SPAC expect to enter into a PIPE transaction prior to the Closing.

____________

Notes:-

(1)      Assumes that no Public Shares are redeemed.

(2)      Assumes that 130,014 Public Shares are redeemed.

(3)      Assumes that 260,028 Public Shares are redeemed.

(4)      Assumes that 390,042 Public Shares are redeemed.

(5)      Assumes that all 520,056 Public Shares are redeemed.

(6)      Corresponds to 3,342,188 Company Shares to be issued to Sponsor.

(7)      Corresponds to 970,312 Company Shares to be issued to the Initial Sponsor.

(8)      Prior to Closing, the Parent expects to redeem 62,500 Parent shares held by Theo, and Theo expects to subsequently distribute a total of 1,500,000 Company Shares to between 300 and 424 shareholders of Bioceres S.A. and Bioceres Group, which is consistent with Bioceres Group PLC’s policy to distribute shares of its investees to its limited partners, so that they hold shares directly, and not through any investment vehicle.

(9)      Company Shares issued to Theo pursuant to the Backstop Agreement assuming that it satisfies its obligations thereunder pursuant to the subscription of 1,000,000 Company Shares at a subscription price of $10.00 per Company Share. Any Company Shares issued to Theo pursuant to the Backup Agreement will have a dilutive effect on other shareholders. See “Certain Agreements Related to the Business Combination — Backstop Agreement.”

(10)    Does not consider Company Shares that may be issued to Earlybird pursuant to the EarlyBird Engagement Letter. Pursuant to the EarlyBird Engagement Letter, the EarlyBird Fees are due on the six-month anniversary of the Closing and the Company may elect to pay up to $500,000 of the EarlyBird Fees in Company Shares. The total amount of Company Shares issuable will be determined on the six-month anniversary of the Closing by dividing $500,000 (or such lesser amount, as the Company may elect) by the volume-weighted average price (VWAP) of the Company shares for the ten trading days immediately preceding this anniversary. Currently, the Company does not know if it will elect to exercise this option to pay a portion of the EarlyBird Fees in Company Shares, and it cannot reasonably estimate the VWAP that will be used to calculate the number of Company Shares to be issued if it elects to exercise such option. Accordingly, the Company has not included potential dilution that may result from the exercise of the Company’s option to pay for a portion of the EarlyBird Fee in Company Shares. See “Certain Agreements Relating to the Business Combination — EarlyBird Engagement Letter.”

(11)    Represents up to $1,500,000 in Working Capital Loans from the Sponsor to APx that may be repaid upon completion of the Business Combination, without interest, or at the Sponsor’s discretion, converted upon completion of the Business Combination into up to 1,500,000 warrants of the post-business combination entity at a price of $1.00 per warrant.

(12)   Pursuant to the EarlyBird Engagement Letter, the EarlyBird Fees are due on the six-month anniversary of the Closing and the Company may elect to pay up to $500,000 of the EarlyBird Fees in Company Shares. The total amount of Company Shares issuable will be determined on the six-month anniversary of the Closing by dividing $500,000 (or such lesser amount, as

the Company may elect) by the volume-weighted average price (VWAP) of the Company shares for the ten trading days immediately preceding this anniversary. Currently, the Company does not know if it will elect to exercise this option to pay a portion of the EarlyBird Fees in Company Shares, and it cannot reasonably estimate the VWAP that will be used to calculate the number of Company Shares to be issued if it elects to exercise such option. Accordingly, the Company has not included potential dilution that may result from the exercise of the Company’s option to pay for a portion of the EarlyBird Fee in Company Shares. See “Certain Agreements Relating to the Business Combination — EarlyBird Engagement Letter.”

(13)    The amount left in trust was calculated as cash held in Trust Account as of December 31, 2024, plus accrued interest receivable adjusted for reductions in the Trust Account reflecting the various redemption scenarios (based on the estimated per-share redemption price of approximately $12.05 per share as of December 31, 2024). See “Preliminary Proxy Statement — Compensation Received by the Sponsors — Conflicts of Interest” and “Business of APx and Certain Information About APx — Overview.”

Q:     When will the Business Combination be completed?

A:     It is currently anticipated that the Business Combination will be consummated as soon as practicable following the Special Meeting, which is set for            , 2025; however, (i) such meeting could be adjourned if the Adjournment Proposal is approved by our shareholders at the Special Meeting and we elect to adjourn the Special Meeting to a later date or dates to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, the Business Combination Proposal and the Cayman Merger Proposal have not been approved, and (ii) the Closing will not occur until all conditions set forth in the Business Combination Agreement are satisfied or waived. For a description of the conditions to the completion of the Business Combination, see “The Business Combination Agreement — Conditions to Closing.”

Q:     What happens if the Business Combination is not completed?

A:     If APx does not complete the Business Combination for any reason, APx would search for another target business with which to complete a business combination. If APx does not complete the Business Combination or a business combination with another target business by the Extended Date (as defined below), APx must redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the amount then held in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the APx (less taxes payable, if any, and up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares. The Initial Shareholders hold no Redemption Rights and, in the event a business combination is not effected in the required time period, their Founder Shares (as defined below) will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to APx’s outstanding warrants. Accordingly, such warrants will expire worthless.

Q:     What interests do our Initial Shareholders, current officers, directors and advisors, and the Company’s current shareholders have in the Business Combination?

A:     In considering the recommendation of our Board to vote in favor of the Business Combination, shareholders should be aware that, aside from their interests as shareholders, our Initial Shareholders and our directors and officers and the Company’s current shareholders have interests in the Business Combination that are different from, or in addition to, those of our other shareholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to our shareholders that they approve the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

•        the Initial Shareholders will lose their entire investment in APx if APx does not complete an initial business combination by the Extended Date;

•        the beneficial ownership of the Initial Shareholders of an aggregate of 4,312,500 SPAC Class A Ordinary Shares, comprised of 3,342,188 SPAC Class A Ordinary Shares held by the Sponsor (which shares were purchased in connection with the Sponsor Alliance) and 970,312 SPAC Class A Ordinary Shares held by the Initial Sponsor (which were purchased in connection with the IPO and which were retained in connection with the Sponsor Alliance). Such shares have an aggregate market value of approximately $            million based on the closing price of the Public Shares of $            on the Record Date;

•        in connection with the IPO, the Initial Sponsor paid $25,000 for 4,312,500 Founder Shares, approximately $0.006 per share, 3,342,188 of which were subsequently transferred to the Sponsor in connection with the Sponsor Alliance. The market value of the 970,312 shares retained by the Initial Sponsor as of the Record Date was approximately $            based on the closing price of the Public Shares of $            on

the Record Date, and the value of such shares is expected to be greater than $25,000 at the time of the Business Combination. Based on the closing price of the Public Shares of $            on the Record Date, the Initial Sponsor could earn a return of $            per share, or $            in the aggregate, upon the sale of its Founder Shares, corresponding to a rate of return of            %. If the Closing occurs, such shares shall be converted into Company Shares and retained by APX Capital. If APx does not complete an initial business combination, such shares will expire worthless;

•        in connection with the Sponsor Alliance, the Sponsor paid $50,001 (comprised of $1 in cash to APx Capital, and a commitment of $50,000 to fund APx’s Exchange Act reporting obligations), approximately $0.015 per share, to purchase 3,342,188 Founder Shares. The market value of the 3,342,188 shares held by the Sponsor as of the Record Date was approximately $            based on the closing price of the Public Shares of $            on the Record Date, and the value of such shares is expected to be greater than $50,001 at the time of the Business Combination. Based on the closing price of the Public Shares of $            on the Record Date, the Sponsor could earn a return of $            per share, or $            in the aggregate, upon the sale of its Founder Shares, corresponding to a rate of return of            the Sponsor. If APx does not complete an initial business combination, such shares will expire worthless;

•        pursuant to the terms of the Business Combination Agreement, the reasonable and documented out-of-pocket fees and expenses payable by APx as a result of, in relation to or in connection with APX’s negotiation, documentation and consummation of the Business Combination are expected to be settled by the Company at the Closing, subject to a cap of $5,880,759 If the Closing does not occur, APx will be unable to use the proceeds of the Business Combination to settle such expenses;

•        pursuant to the terms of the Business Combination Agreement, the reasonable and documented out-of-pocket fees and expenses payable by the Company as a result of, in relation to or in connection with the Company’s negotiation, documentation and consummation of the Business Combination are expected to be settled by the Company at the Closing. If the Closing does not occur, the Company will be unable to use the proceeds of the Business Combination to settle such expenses;

•        pursuant to the IPO Letter Agreement, our Initial Shareholders agreed to waive their Redemption Rights with respect to any APx ordinary shares held by them in connection with the completion of the Business Combination. The Sponsor additionally agreed to waive its Redemption Rights pursuant to the Support Agreement. The Initial Shareholders did not receive any consideration in exchange for such waiver of Redemption Rights. Due to such waiver, the value of the Initial Shareholders’ investments in APx is dependent on the consummation of an initial business combination. In the event that APx does not complete an initial business combination by the Extended Date, the 3,342,188 SPAC Class A Ordinary Shares held by the Sponsor (which shares were purchased in connection with the Sponsor Alliance), which have an approximate aggregate market value of $            as of the Record Date, and the 970,312 SPAC Class A Ordinary Shares held by the Initial Sponsor (which were purchased in connection with the IPO and which were retained in connection with the Sponsor Alliance), which have an approximate aggregate market value of $            as of the Record Date, will expire worthless. As a result, the Initial Shareholders have an aggregate of up to $            at risk as of the Record Date that depends on the completion of an initial business combination on or prior to the Extended Date. In contrast, Public Shareholders would receive approximately $            per share if the Trust Account is liquidated, calculated as of the Record Date;

•        the Sponsor has made Working Capital Loans to APx that may be repaid upon completion of the Business Combination, without interest, or at the lender’s discretion, converted upon completion of the Business Combination into up to 1,500,000 warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. On September 8, 2023, APx issued an unsecured promissory note to the Sponsor, pursuant to which APx could borrow up to $500,000, related to the ongoing expenses reasonably related to the business of the Company and the consummation of the Business Combination (the “Working Capital Promissory Note”). On February 9, 2024, APx issued an amended and restated promissory note (the “Amended and Restated Note”), amending and restating the Working Capital Promissory 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). As of March 31, 2025, $1,743,499 has been drawn under the Amended and Restated Promissory Note. If APx does not complete an initial business combination, it is unlikely that Sponsor will recover funds drawn by APx under the Amended and Restated Note. Conversely, if the Business Combination closes, APx will repay the Working Capital Loans to the Sponsor;

•        on August 17, 2023, Mr. Bransfield, as borrower, entered into a secured credit line loan agreement, with Bioceres Group PLC, an indirect shareholder of Parent, as the lender, and UG Holdings LLC, an affiliate of Mr. Bransfield, as the pledgor (such agreement as amended, the “Sponsor Loan Agreement”). Mr. Bransfield, as borrower, also entered into a pledge and security agreement, with Bioceres Group PLC, as the lender, and UG Holdings LLC, as the pledgor, pursuant to which, in order to secure his obligations under the Sponsor Loan Agreement, he pledged 100,000 ordinary shares of Moolec Science SA as security. The Sponsor Loan Agreement was amended on September 6, 2023 to increase the credit line from $250,000 to $275,000; on October 12, 2023 to increase the credit line to $400,000; on November 9, 2023 to increase the credit line to $1,000,000; and on March 25, 2024 to increase the credit line to $2,000,000. On November 9, 2023, the rights and obligations of Mr. Bransfield under the Sponsor Loan Agreement were transferred to the Sponsor and the Sponsor assumed such rights and obligations. On March 25, 2024, the parties entered into a fourth amendment to the Sponsor Loan Agreement, pursuant to which certain commercial conditions were amended, including the placement of a legend on 700,000 SPAC Ordinary Shares owned by the Sponsor and changes to the maturity date. The Sponsor Loan Agreement accrues interest at 11% per annum and matures either on the first, second or third anniversary of the closing of the Business Combination, according to certain thresholds related to the volume weighted average price of Company Shares on such dates. As of March 31, 2025, $2,000,000 has been drawn under the Sponsor Loan Agreement, of which $1,743,499 has been lent onward from the Sponsor to APx under the Amended and Restated Note. If APx does not complete an initial business combination, it is unlikely that Sponsor will recover funds drawn by APx under the Amended and Restated Note and, as a result, such funds will not be available to repay amounts drawn under the Sponsor Loan Agreement;

•        on August 26, 2024, APx issued an unsecured promissory note in the principal amount of $446,000 to Bioceres, an indirect shareholder of the Company, and on November 7, 2024, APx issued an unsecured promissory note in the principal amount of $700,000 to Bioceres, which was amended and restated as of March 21, 2025, to include a principal amount of up to $712,038. The BC Promissory Notes accrue interest at 20% per annum. APx shall repay all interested accrued and the principal balance on the date on which it consummates its initial business combination. As of March 31, 2025, $1,158,037 has been drawn under the BC Promissory Notes. If APx does not complete an initial business combination, it is unlikely that Bioceres LLC will recover funds drawn by APx under the BC Promissory Notes. Conversely, if the Business Combination closes, APx will repay the BC Promissory Notes to Bioceres;

•        on November 7, 2024, SOFOM, Bioceres, UGH and Theo entered into the SOFOM Loan, pursuant to which SOFOM agreed to lend to Bioceres up to $1,500,000, which loan was secured by equity interests of Moolec Science SA and Bioceres Crop Solutions Corp. held by Bioceres, UGH and Theo. Amounts lent thereunder will be used by Bioceres to fund amounts lent to APx under the Bioceres Notes. As of March 31, 2025, $1,500,000 has been drawn under the SOFOM Loan. Amounts outstanding under the SOFOM Loan will mature upon the earlier to occur of February 26, 2026 or the date that is 30 days after the termination of the Lock-Up Period (as defined in the Registration Rights and Lock-Up Agreement). If APx does not complete an initial business combination, it is unlikely that Bioceres will recover funds drawn by APx under the BC Promissory Notes, which may be used to repay the SOFOM Loan. Conversely, if the Business Combination closes, APx will repay the BC Promissory Notes to Bioceres, which funds may be used repay the SOFOM Loan;

•        pursuant to the EarlyBird Engagement Letter, if the Business Combination closes, EarlyBird is entitled to the EarlyBird Fees, which consist of $2,000,000, up to $500,000 of which may be paid in Company Shares on the six-month anniversary of the Closing. If the Closing does not occur, EarlyBird will not be entitled to the EarlyBird Fees;

•        the Sponsor is expected to hold an aggregate of approximately 9.5%, and the Initial Sponsor is expected to hold an aggregate of approximately 2.8%, of the outstanding Company Shares upon the consummation of the Business Combination, assuming no redemptions by Public Shareholders;

•        although there are no such unreimbursed out-of-pocket expenses as of March 31, 2025, unless a business combination is consummated, members of the APx Board will not receive reimbursement for any out-of-pocket expenses incurred by them on APx’s behalf incident to identifying, investigating, negotiating and completing a business combination to the extent such expenses exceed the amount not required to be retained in the Trust Account;

•        the continuation of Kyle Bransfield, the chairman of the APx Board, as a director of the Company, and his appointment as chief financial officer of the Company, following the Closing;

•        the continued indemnification of APx’s current and former officers and directors and the continuation of directors’ and officers’ liability insurance after the Business Combination;

•        APx’s Existing Governing Documents provide that APx renounces its interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of APx and such opportunity is one APx is legally and contractually permitted to undertake and would otherwise be reasonable for APx to pursue, and to the extent the director or officer is permitted to refer that opportunity to APx without violating another legal obligation. Notwithstanding such provision, APx believes that such provision did not impact APx’s search for a business combination target;

•        the Initial Shareholders can earn a positive rate of return on their investment in APx, even if other shareholder of APx experience a negative rate of return in their investment in the Company; and

•        at the Closing, the Company, Parent, APx, the Initial Shareholders, certain equity and other interest-holders of Parent, prior to the Closing will enter into the Registration Rights Agreement, under which the Company will agree to register for resale certain Company Shares, Company Warrants and other equity securities of Company that are held by the parties thereto from time to time and the parties thereto will be provided with customary demand and piggyback registration rights.

As a result of the foregoing interests, the Initial Shareholders will benefit from the completion of the Business Combination and may be incentivized to complete an acquisition of a less favorable target company or on terms that would be less favorable to APx’s other securityholders.

The APx Board was aware of and considered these interests, among other matters, in approving the Business Combination Agreement and the Business Combination, and in determining to recommend that the shareholders of APx vote in favor of the Business Combination Agreement and the Business Combination.

Please also see the sections “Certain Relationships and Related Party Transactions” and “Security Ownership of Certain Beneficial Owners and Management” for more information on the interests and relationships of our Initial Shareholders, current officers and directors, and the Company’s current shareholders.

Q:     What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A:     Upon the completion of the IPO, a total of $175,950,000 was placed in a Trust Account maintained by Continental Stock Transfer & Trust Company, acting as trustee. As of March 31, 2025, there were investments and cash held in the Trust Account of $6,311,873. These funds will not be released until the earlier of the completion of our initial business combination, the redemption of our Public Shares in connection with certain amendments to our Existing Governing Documents and the redemption of our Public Shares if we are unable to complete an initial business combination by the Extended Date, although we may withdraw the interest earned on the funds held in the Trust Account to pay taxes.

Q:     What happens if a substantial number of the Public Shareholders vote in favor of the Business Combination proposal and exercise their Redemption Rights?

A:      APx’s Public Shareholders may vote in favor of the Business Combination and exercise their Redemption Rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are reduced as a result of redemptions by Public Shareholders.

However, the consummation of the Business Combination is conditioned upon, among other things, approval by APx’s shareholders of the Business Combination Agreement and the Business Combination. In addition, with fewer Public Shares and Public Shareholders, the trading market for Company Shares may be less liquid than the market for Public Shares was prior to consummation of the Business Combination and the Company may not be able to meet the listing standards for Nasdaq or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into the Company’s business will be reduced.

Q:     What conditions must be satisfied to complete the Business Combination?

A:     Even if the Business Combination Agreement is approved by the shareholders of APx, specified conditions must be satisfied or waived before the parties to the Business Combination Agreement are obligated to complete the Business Combination. For a list of the material closing conditions contained in the Business Combination Agreement, see the section entitled “The Business Combination Agreement — Conditions to Closing.”

Q:     What proposals are shareholders being asked to vote upon?

A:     APx shareholders are being asked to vote on the following Shareholder Proposals:

(1)    the Business Combination Proposal;

(2)    the Cayman Merger Proposal; and

(3)    the Adjournment Proposal.

The approval of each of the Conditions Precedent Proposals (i.e., the Business Combination Proposal, and the Cayman Merger Proposal) is a condition to the consummation of the Business Combination. The adoption of each Condition Precedent Proposal is conditioned on the approval of all of the Condition Precedent Proposals.

APx will hold the Special Meeting of its shareholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the Special Meeting. Shareholders of APx should read it carefully.

After careful consideration, the APx Board has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and determined that each of the Business Combination Proposal, the Cayman Merger Proposal and the Adjournment Proposal is in the best interests of APx and its shareholders and unanimously recommends that you vote “FOR” or give instruction to vote “FOR” each of these proposals.

The existence of financial and personal interests of our directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of the Company and its shareholders and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the proposals. See the sections entitled “Summary of the Proxy Statement/Prospectus — Interests of Certain Persons in the Business Combination” and “Security Ownership of Certain Beneficial Owners and Management” in the accompanying proxy statement for a further discussion.

THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

Q:     Do I have Redemption Rights?

A:     If you are a holder of Public Shares, you have the right to request that APx redeem all or a portion of your Public Shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public Shareholders may elect to redeem all or a portion of such Public Shareholder’s Public Shares even if they vote for the Business Combination Proposal. We sometimes refer to these rights to elect to redeem all or a portion of the Public Shares into a pro rata portion of the cash held in the Trust Account as “Redemption Rights.” If you wish to exercise your Redemption Rights, please see the answer to the next question, “How do I exercise my Redemption Rights?”

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than

an aggregate of 15% of the Public Shares, without our prior consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.

Our Initial Shareholders have entered into a letter agreement pursuant to which they have agreed to waive, for no additional consideration, their Redemption Rights with respect to their Founder Shares and Public Shares in connection with the completion of a business combination.

The consummation of the Business Combination is conditioned upon, among other things, approval by APx’s shareholders of the Business Combination Agreement and the Business Combination. If any of these conditions are not satisfied, the Business Combination may not be consummated.

Q:     How do I exercise my Redemption Rights?

A:     If you are a holder of Public Shares and wish to exercise your right to redeem your Public Shares, you must:

(a)     hold Public Shares or hold Public Shares through units and elect to separate your units into the underlying Public Shares and Public Warrants prior to exercising your Redemption Rights with respect to the Public Shares; and

(b)    prior to 5:00 p.m., Eastern Time, on            , 2025 (two business days prior to the vote at the Special Meeting) (a) submit a written request to the Transfer Agent that APx redeem your Public Shares for cash and (b) deliver your Public Shares to the Transfer Agent, physically or electronically through DTC.

The address of the Transfer Agent is listed under the question “Who can help answer my questions?” below.

Holders of units must elect to separate the underlying Public Shares and Public Warrants prior to exercising Redemption Rights with respect to the Public Shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying Public Shares and Public Warrants, or if a holder holds units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so.

Any holder of Public Shares will be entitled to request that their Public Shares be redeemed for 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 Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable) and not previously released to the Company to pay its taxes, divided by the number of then-outstanding Public Shares. As March 31, 2025, this would have amounted to $12.18 per Public Share. However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our Public Shareholders, regardless of whether such Public Shareholders vote for or against the Business Combination Proposal. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. We anticipate that the funds to be distributed to Public Shareholders electing to redeem their Public Shares will be distributed promptly after the consummation of the Business Combination.

If you are a holder of Public Shares, you may exercise your Redemption Rights by submitting your request in writing to the Transfer Agent at the address listed at the end of this section.

Any request for redemption, once made by a holder of Public Shares, may only be withdrawn with our consent. If you deliver your shares for redemption to the Transfer Agent and later decide prior to Closing not to elect redemption, you may request that APx instruct our Transfer Agent to return the shares (physically or electronically). You may make such request by contacting the Transfer Agent at the phone number or address listed at the end of this section. We will be required to honor such request only if made prior to the deadline for exercising redemption requests.

Any corrected or changed written exercise of Redemption Rights must be received by the Transfer Agent prior to the deadline for exercising redemption requests and, thereafter, with our consent, prior to Closing. No request for redemption will be honored unless the holder’s shares has been delivered (either physically or electronically) to the Transfer Agent by 5:00 p.m., Eastern Time, on            , 2025.

If a holder of Public Shares properly makes a request for redemption and the Public Shares are delivered as described above, then, if the Business Combination is consummated, the Company will redeem Public Shares for a pro rata portion of funds deposited in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. If you are a holder of Public Shares and you exercise your Redemption Rights, it will not result in the loss of any APx warrants that you may hold.

Q:     Will how I vote on the Business Combination proposal affect my ability to exercise Redemption Rights?

A:     No. You may exercise your Redemption Rights irrespective of whether you vote your ordinary shares for or against the Business Combination Proposal or any other proposal described in this proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by shareholders who will redeem their Public Shares and no longer remain shareholders, leaving shareholders who choose not to redeem their shares holding shares in a company with a less liquid trading market, fewer shareholders, less cash and the potential inability to meet the listing standards of Nasdaq.

Q:     If I am a holder of units, can I exercise Redemption Rights with respect to my units?

A:     No. Holders of outstanding units must elect to separate the units into the underlying Public Shares and Public Warrants prior to exercising Redemption Rights with respect to the Public Shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying Public Shares and Public Warrants, or if you hold units registered in your own name, you must contact the Transfer Agent directly and instruct them to do so. If you fail to cause your Public Shares to be separated and delivered to the Transfer Agent by 5:00 p.m., Eastern Time, on            , 2025, you will not be able to exercise your Redemption Rights with respect to your Public Shares.

Q:     What are United States federal income tax considerations relating to the exercise of my Redemption Rights?

A:     We expect that a U.S. Holder (as defined in “Material U.S. Federal Income Tax Considerations — U.S. Holders” below) that exercises its Redemption Rights to receive cash from the Trust Account in exchange for its Public Shares will generally be treated as selling such Public Shares resulting in the recognition of capital gain or capital loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of Public Shares that a U.S. Holder owns or is deemed to own (including through the ownership of warrants to purchase Public Shares). For a more complete discussion of the U.S. federal income tax considerations of an exercise of Redemption Rights, see “Material U.S. Federal Income Tax Considerations — Tax Consequences of Exercising Redemption Rights.”

Q:     Do I have appraisal or dissenters’ rights in connection with the proposed Business Combination?

A:     No appraisal or dissenters’ rights are available to APx’s shareholders in connection with the ordinary resolution to approve the Business Combination. However, in respect of the special resolution to approve the Cayman Merger Proposal, under section 238 of the Cayman Companies Act, shareholders of a Cayman Islands company ordinarily have dissenters’ rights with respect to a statutory merger. The Cayman Companies Act prescribes when shareholder dissenters’ rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, APx’s shareholders are still entitled to exercise the rights of redemption as detailed in this proxy statement/prospectus and the APx Board has determined that the redemption proceeds payable to APx’s shareholders who exercise such redemption rights represents the fair value of those shares.

Q:     Did the APx Board obtain a fairness opinion in determining whether or not to proceed with the Business Combination?

A:     No. The APx Board did not obtain a fairness opinion in connection with its determination to approve the Business Combination. However, APx’s management, the members of the APx Board and the other representatives of APx have substantial experience in evaluating the operating and financial merits of companies similar to the Company and reviewed certain financial information of the Company and other relevant financial information selected based on the experience and the professional judgment of APx’s management team, which enabled them

to make the necessary analyses and determinations regarding the Business Combination. Accordingly, investors will be relying solely on the judgment of the APx Board in valuing the Company’s business and assume the risk that the APx Board may not have properly valued such business.

Q:     How do I vote?

A:     The Special Meeting will be held at 10:00 a.m., Eastern Time, on            , 2025, at            . For the purposes of APx’s Existing Governing Documents, the physical place of the meeting will be the offices of Greenberg Traurig, P.A. located at 333 SE 2nd Avenue, Suite 4400, Miami, FL 33131, United States. APx encourages you to use remote methods of attending the Special Meeting or to attend via proxy. You may attend the Special Meeting and vote your shares electronically during the Special Meeting via live webcast by visiting             . You will need the meeting control number that is printed on your proxy card to enter the Special Meeting. You may also attend the meeting telephonically by dialing             .

If you are a holder of record of APx ordinary shares on the Record Date, you may vote at the Special Meeting or by submitting a proxy for the Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote, obtain a proxy from your broker, bank or nominee.

Q:     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:     No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent.

As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum. Moreover, broker non-votes will have no effect on any of the proposals in this proxy statement.

For the proposals in this proxy statement/prospectus, your broker will not have the discretionary authority to vote your shares. Accordingly, your bank, broker, or other nominee can vote your shares at the Special Meeting only if you provide instructions on how to vote. You should instruct your broker to vote your shares as soon as possible in accordance with directions you provide.

Q:     When and where will the Special Meeting be held?

A:     The Special Meeting will be held at 10:00 a.m., Eastern Time, on            , 2025, at            . For the purposes of APx’s Existing Governing Documents, the physical place of the meeting will be the offices of Greenberg Traurig, P.A. located at 333 SE 2nd Avenue, Suite 4400, Miami, FL 33131, United States. APx encourages you to use remote methods of attending the Special Meeting or to attend via proxy. You may attend the Special Meeting and vote your shares electronically during the Special Meeting via live webcast by visiting             . You will need the meeting control number that is printed on your proxy card to enter the Special Meeting. You may also attend the meeting telephonically by dialing             .

Q:     Who is entitled to vote at the Special Meeting?

A:     APx has fixed            , 2025 as the Record Date. If you were a shareholder of APx at the close of business on the Record Date, you are entitled to vote on matters that come before the Special Meeting. However, a shareholder may only vote his or her shares if he or she is present in person (which would include presence online at the Special Meeting) or is represented by proxy at the Special Meeting.

Q:     How many votes do I have?

A:     Our shareholders are entitled to one vote at the Special Meeting for each ordinary share held of record as of the Record Date. As of the close of business on the Record Date, there were outstanding 4,832,556 ordinary shares of APx, of which 520,056 were outstanding Public Shares.

Q:     What constitutes a quorum?

A:     A quorum of our shareholders is necessary to hold a valid meeting. The presence, in person (which would include presence online at the Special Meeting) or by proxy (or for corporations or other non-natural persons, by duly authorized representative or proxy), of shareholders holding at least one-third of the ordinary shares constitutes a quorum at the Special Meeting. In the absence of a quorum, the Special Meeting shall automatically be adjourned in accordance with APx’s Existing Governing Documents. As of the Record Date for the Special Meeting, 1,610,852 ordinary shares would be required to achieve a quorum.

Q:     What vote is required to approve each proposal at the Special Meeting?

A:     The following votes are required for each proposal at the Special Meeting:

•        Business Combination Proposal:    The approval of the Business Combination Proposal requires an ordinary resolution under APx’s Existing Governing Documents, being the affirmative vote of the holders of a simple majority of the ordinary shares who, being present in person or by proxy and entitled to vote at the Special Meeting, vote at the Special Meeting. APx’s shareholders must approve the Business Combination Proposal in order for the Business Combination to occur. If APx’s shareholders fail to approve the Business Combination Proposal, the Business Combination will not occur. Pursuant to the IPO Letter Agreements and as further discussed in the section entitled “Certain Agreements Related to the Business Combination — Voting and Support Agreement,” the Initial Shareholders and certain APx’s officers and directors have agreed to vote shares representing approximately 89.2% of the aggregate voting power of the ordinary shares in favor of the Business Combination Proposal. Accordingly, the agreement by our Initial Shareholders and our officers and directors to vote in favor of the Business Combination Proposal will increase the likelihood that we will receive the requisite shareholder approval for the Business Combination Proposal. If all Founders Shares are voted in favor of the Business Combination Proposal, none of the 520,056 Public Shares outstanding need to be voted in favor of the Business Combination Proposal (assuming all outstanding shares are voted) in order to have the Business Combination Proposal approved.

•        Charter Amendment Proposal:    The approval of the Charter Amendment Proposal requires a special resolution under APx’s Existing Governing Documents, being the affirmative vote of the holders of at least two-thirds of the ordinary shares who, being present in person or by proxy and entitled to vote at the Special Meeting, vote at the Special Meeting. APx’s shareholders must approve the Charter Amendment Proposal in order for the Business Combination to occur. If APx’s shareholders fail to approve the Charter Amendment Proposal, the Business Combination will not occur. Pursuant to the IPO Letter Agreements and as further discussed in the section entitled “Certain Agreements Related to the Business Combination — Voting and Sponsor Support Agreement,” the Initial Shareholders and APx’s officers and directors have agreed to vote shares representing approximately 89.2% of the aggregate voting power of the ordinary shares in favor of the Charter Amendment Proposal. Accordingly, the agreement by our Initial Shareholders and our officers and directors to vote in favor of the Charter Amendment Proposal will increase the likelihood that we will receive the requisite shareholder approval for the Charter Amendment Proposal. If all Founders Shares are voted in favor of the Charter Amendment Proposal, none of the 520,056 Public Shares outstanding need to be voted in favor of the Charter Amendment Proposal (assuming all outstanding shares are voted) in order to have the Charter Amendment Proposal approved.

•        Adjournment Proposal:    The approval of the Adjournment Proposal requires an ordinary resolution under APx’s Existing Governing Documents, being the affirmative vote of the holders of a simple majority of the ordinary shares who, being present in person or by proxy and entitled to vote at the Special Meeting, vote at the Special Meeting. The Adjournment Proposal is not conditioned upon any other Shareholder Proposal.

Q:     What are the recommendations of the APx Board?

A:     The APx Board believes that the Business Combination Proposal and the other proposals to be presented at the Special Meeting are in the best interest of APx’s shareholders and unanimously recommends that our shareholders vote “FOR” the Business Combination Proposal, “FOR” the Cayman Merger Proposal, and “FOR” the Adjournment Proposal, if presented to the Special Meeting.

The existence of financial and personal interests of APx’s directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of APx and its shareholders and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the proposals. These conflicts of interest include, among other things, that if we do not consummate an initial business combination by the Extended Date, we may be forced to liquidate, and the 4,312,500 Founder Shares and 8,950,000 Private placement Warrants owned by our Initial Shareholders, would be worthless. See the sections entitled “Summary of the Proxy Statement/Prospectus — Interests of Certain Persons in the Business Combination” and “Security Ownership of Certain Beneficial Owners and Management” for more information.

Q:     May our Sponsor and the other initial shareholders purchase Public Shares or warrants prior to the Special Meeting?

A:     At any time prior to the Special Meeting, during a period when they are not then aware of any material non-public information regarding APx or our securities, Templar LLC (the “Sponsor”) and APx Cap Sponsor Group I, LLC (the “Initial Sponsor” and, collectively with the Sponsor, the “Initial Shareholders”), the Company and/or their respective affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire ordinary shares or vote their shares in favor of the Business Combination Proposal and the other proposals to be presented at the Special Meeting. The purpose of such share purchases and other transactions would be to increase the likelihood that the proposals presented to shareholders for approval at the Special Meeting are approved or to provide additional equity financing. Any such share purchases and other transactions may thereby increase the likelihood of obtaining shareholder approval of the Business Combination. This may result in the completion of the Business Combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options.

Entering into any such incentive arrangements may have a depressive effect on ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the Special Meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Special Meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. APx will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be voted on at the Special Meeting. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Q:     Who is the Sponsor?

A:     The Sponsor is a Tennessee limited liability company that holds Founder Shares and the Private Warrants. The Sponsor has no business operations or activities other than holding Founder Shares and the Private Warrants. However, the Sponsor has made, and may make in the future, loans to APx to provide APx with the funds necessary for the payment of working capital expenses. The Sponsor is controlled by Mr. Kyle Bransfield, who holds 99.21% of the membership interests therein. Mr. Bransfield has extensive experience with SPACs, and 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.

APx’s initial Sponsor was APx Cap Sponsor Group I, LLC (the “Initial Sponsor”), a Cayman Islands limited liability company. The Initial Sponsor is controlled and owned by partners in APx Capital, a leading alternative investment fund headquartered in Mexico City. APx is the first SPAC organized by the Initial Sponsor. On September 8, 2023, APx entered into a purchase agreement with the Initial Sponsor and the Sponsor, whereby the Initial Sponsor agreed to transfer to the Sponsor 3,342,188 Founder Shares and 6,936,250 Private Placement Warrants purchased at the time of APx’s IPO pursuant to a Private Placement Warrants Purchase Agreement, dated December 6, 2021. The Initial Sponsor retained 970,312 Founder Shares and 2,013,750 Private Placement Warrants. The transfer and all agreements executed in connection with the transfer (including the transactions contemplated therein) are referred to as the “Sponsor Alliance.” Following the closing of the transactions contemplated by the Sponsor Alliance, the Initial Sponsor no longer holds a majority of the Founder Shares, and no individual direct or indirect investor in the Initial Sponsor holds an interest in a material portion of the Founder Shares.

Q:     What happens if I sell my ordinary shares before the Special Meeting?

A:     The Record Date for the Special Meeting is earlier than the date of the Special Meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your SPAC Ordinary Shares after the Record Date, but before the Special Meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the Special Meeting with respect to such shares, but the transferee, and not you, will have the ability to redeem such shares (if time permits).

Q:     How has the announcement of the Business Combination affected the trading price of APx’s Public Shares, Public Warrants and units?

A:     On March 25, 2024, the last trading date before the public announcement of the Business Combination, APx’s Public Shares, Public Warrants and units closed at $11.39, $0.065 and $11.19, respectively. On            , 2025, the trading date immediately prior to the date of this proxy statement/prospectus, APx’s Public Shares, Public Warrants and units closed at $            , $            and $            , respectively.

Q:     May I change my vote after I have mailed my signed proxy card?

A:     Yes. Shareholders may send a later-dated, signed proxy card to APx’s Chief Executive Officer at the address set forth below so that it is received by APx’s Chief Executive Officer prior to the vote at the Special Meeting (which is scheduled to take place on            , 2025) or attend the Special Meeting in person (which would include presence online at the Special Meeting) and vote. Shareholders also may revoke their proxy by sending a notice of revocation to APx’s Chief Executive Officer, which must be received by APx’s Chief Executive Officer prior to the vote at the Special Meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Q:     What happens if I fail to take any action with respect to the Special Meeting?

A:     If you fail to take any action with respect to the Special Meeting and the Business Combination is approved by shareholders and consummated, you will become a shareholder and/or warrant holder of OmnigenicsAI. If you fail to take any action with respect to the Special Meeting and the Business Combination is not approved, you will remain a shareholder and/or warrant holder of APx. However, if you fail to take any action with respect to the Special Meeting, you will nonetheless be able to elect to redeem your Public Shares in connection with the Business Combination, provided you follow the instructions in this proxy statement/prospectus for redeeming your shares.

Q:     What should I do with my share certificates, warrant certificates and/or unit certificates?

A:     Shareholders who exercise their Redemption Rights must deliver their share certificates to the Transfer Agent (either physically or electronically) prior to 5:00 p.m., Eastern Time, on            , 2025 (two business days prior to the vote at the Special Meeting).

APx’s warrant holders should not submit the certificates relating to their warrants. Public Shareholders who do not elect to have their Public Shares redeemed for the pro rata share of the Trust Account should not submit the certificates relating to their Public Shares.

Following the effectiveness of the Business Combination, holders of SPAC Ordinary Shares and warrants will receive Company Shares and Company Warrants without needing to take any action and accordingly such holders should not submit the certificates relating to their ordinary shares and warrants. In addition, before the Closing, each outstanding unit of APx (each of which consists of one SPAC Class A Ordinary Share and one-half of one warrant to purchase one SPAC Class A Ordinary Share) will be separated into its component SPAC Class A Ordinary Share and half-warrant.

Q:     What should I do if I receive more than one set of voting materials?

A:     Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares.

Q:     Who can help answer my questions?

A:     If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact             , the proxy solicitation agent for APx, at the following address and telephone number:            .

You also may obtain additional information about APx from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your shares, you will need to deliver your Public Shares (either physically or electronically) to the Transfer Agent at the address below prior to 5:00 p.m., Eastern Time, on             , 2025 (two business days prior to the vote at the Special Meeting). If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, NY 10004
Attention: Mark Zimkind
E-mail: mzimkind@continentalstock.com