Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
APx Acquisition Corp. I (the “Company”) previously presented that the Class A ordinary shares were valued at a price of $10.00 per Class A ordinary share. While the Company offered the units in the initial public offering at an offering price of $10.00 per unit, the Company deposited in the trust account $10.20 per Class A ordinary share, implying an initial value of $10.20 per Class A ordinary share. After discussion and evaluation, including with the Company’s independent registered public accounting firm, Marcum LLP (“Marcum”), the Company has concluded that the value of each Class A ordinary share should be considered $10.20 instead of $10.00.
On August 16, 2022, the Audit Committee of the Board of Directors of the Company concluded, after discussion with the Company’s management, that (i) the Company’s audited balance sheet as of December 9, 2021 filed as Exhibit 99.1 to the Current Report on Form 8-K filed with the SEC on December 15, 2021 (the “8-K Audited Balance Sheet”), (ii) the audited financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on April 8, 2022 for the fiscal year ended December 31, 2021 (the “Annual Report”), and (iii) the unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, filed with the SEC on May 16, 2022 (the “Q1 Quarterly Report” and collectively, together with the 8-K Audited Balance Sheet and the Annual Report, the “Affected Periods”), should no longer be relied upon due to changes required to the value of the Class A ordinary share, as described above. The Company plans to (i) amend the Current Report on Form 8-K filed on December 15, 2021 to file the revised audited balance sheet as of December 9, 2021, (ii) amend the Annual Report on Form 10-K to reflect the material weakness resulted from the change required to the value of the Class A ordinary share and to file the revised audited financial statements, and (iii) amend the Q1 Quarterly Report on Form 10-Q to file the revised unaudited interim financial statements to reflect the material weakness resulted from the change required to the value of the Class A ordinary share and to file the revised unaudited interim financial statements.
The Company’s management has concluded that in light of the restatement caused by the valuation error described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective.
The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account.
In addition, the audit reports of Marcum included (i) in Exhibit 99.1 to the Company’s Form 8-K filed on December 15, 2021 and (ii) in the Item 15 of the Company’s Form 10-K filed on April 8, 2022 should no longer be relied upon.