Item 1.01 Entry into a Material Definitive Agreement.

On May 26, 2023, the Company issued an unsecured promissory note (the "Note") in the amount of $750,000 to Grupo Promotor de Desarrollo e Infraestructura, SA de CV, a company organized under the laws of Mexico (the "Payee"). The proceeds of the Note may be drawn in a single instance within five (5) business days after the date thereof.

The Note is payable in full on the earlier of (a) the Company's consummation of a Business Combination (as defined in the Amended and Restated Memorandum and Articles of Association, as it may be amended from time to time) and (b) December 31, 2023 (the earlier of such dates, the "Due Date"). On the Due Date, the Company shall (i) pay to the Payee (as defined in the Note) the outstanding principal amount of the Note in immediately available funds (the "Principal Balance") and (ii) deliver to the Payee, as interest-in-kind, a number of newly issued Warrants (as defined below) equal to the Principal Balance divided by (y) $1.00, rounded up to the nearest whole number of warrants (the "Warrants"). The terms of the Warrants would be identical to the warrants issued by the Company in a private placement that was consummated in connection with the Company's initial public offering ("IPO"). The Payee shall be entitled to certain registration rights with respect to the Warrants and the shares issuable upon exercise of the Warrants.

The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

A copy of the Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description is a summary only and qualified in its entirety by reference to the full text of the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

On June 1, 2023, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein, announcing that the Company deposited $750,000 into the trust account established in connection with the Company's IPO (the "Trust Account") in order to effect the extension of the termination date for an additional three-month period, from June 9, 2023 to September 9, 2023. The purpose of the extension is to provide time that may be needed by the Company to complete a Business Combination.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits:

Exhibit
  No.       Description

10.1          Promissory Note, dated May 26, 2023, issued by APx Acquisition Corp.
            I.

99.1          Press Release, dated June 1, 2023.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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