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Apex Treasury Corp

APXTU
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Business Summary

Apex Treasury Corporation (the "Company") is a blank check company, also known as a Special Purpose Acquisition Company (SPAC), incorporated in the Cayman Islands on June 26, 2025 . Its primary business objective is to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more operating businesses (a "Business Combination") . The Company has not engaged in any operations or generated any revenue to date, and its assets consist almost entirely of cash, classifying it as a "shell company" under the Exchange Act of 1934 . The Company expects to target opportunities in the blockchain & digital assets, crypto treasury strategies, AI, B2B software, data services, renewable energy, and build-to-rent real estate assets sectors .

The Company's business model is centered on identifying attractive and undervalued opportunities in private and public markets globally within its target industries . It aims to leverage its management team's, board of directors', and advisors' extensive experience in M&A and capital markets, strong sourcing networks, and relevant industry expertise to gain a competitive advantage . The management team has been involved in numerous billion-dollar deals across capital markets and M&A, including CNOOC's $1.5 billion IPO and Springbig's $500 million De-SPAC merger . The advisory board provides access to deal flow in AI, blockchain, and digital assets, further strengthened by an extensive network of private and public international companies and financial sponsors . The Company intends to capitalize on secular trends such as the positive momentum of cryptocurrency and the reshaping of capital markets with digital assets .

For the period from June 26, 2025 (inception) through December 31, 2025, Apex Treasury Corporation reported a net income of $2,019,588 . This income was primarily driven by interest earned on cash and securities held in the Trust Account, amounting to $2,290,935 , partially offset by general and administrative costs of $271,347 . As of December 31, 2025, the Company had cash of $991,532 and cash and securities held in the Trust Account totaling $346,990,935 . Total assets were $348,131,627 . Current liabilities included accounts payable and accrued expenses of $8,500 and accrued offering costs of $75,000 , leading to total current liabilities of $83,500 . The Company also reported a deferred underwriting fee payable of $13,788,000 , bringing total liabilities to $13,871,500 . Class A ordinary shares subject to possible redemption were valued at $346,990,935 , representing 34,470,000 shares at a redemption value of $10.07 per share . The shareholders' deficit was $(12,730,808) , comprising Class B ordinary shares of $1,149 and an accumulated deficit of $(12,731,957) .

The Company's IPO was consummated on October 29, 2025, with the sale of 34,470,000 units at $10.00 per unit, generating gross proceeds of $344,700,000 . Simultaneously, 8,894,000 Private Placement Warrants were sold at $1.00 per warrant, generating gross proceeds of $8,894,000 . IPO-related costs totaled $21,407,663 , including $6,894,000 in cash underwriting fees , $13,788,000 in deferred underwriting fees , and $725,663 in other costs . Net cash used in operating activities for the period was $369,663 . The Sponsor made an initial capital contribution of $25,000 for 9,583,333 Class B Ordinary Shares , and later transferred 30,000 Founder Shares to each of three independent director nominees (totaling 90,000 shares) , 50,000 Founder Shares to each of three advisors (totaling 150,000 shares) , and 100,000 Founder Shares to the Chief Financial Officer at approximately $0.003 per share . A share capitalization of 1,916,667 Founder Shares occurred on October 27, 2025, resulting in 11,500,000 Founder Shares , which was subsequently adjusted to 11,490,000 Founder Shares due to a forfeiture of 10,000 shares by the Sponsor following the partial exercise of the over-allotment option .

Business Outlook

Apex Treasury Corporation intends to use substantially all of the funds held in the Trust Account, including any interest earned (less taxes payable), to complete its Business Combination . If share capital or debt is used as consideration, the remaining Trust Account proceeds will serve as working capital for the target business's operations, other acquisitions, and growth strategies . The Company's management has broad discretion over the application of the net proceeds from the IPO and Private Placement Warrants, with the primary goal of consummating a Business Combination .

The Company's business strategy is focused on identifying attractive and undervalued opportunities globally within its Target Industries, which include blockchain & digital assets, crypto treasury strategies, AI, B2B software, data services, renewable energy, and build-to-rent real estate assets . The management team, board of directors, and advisors are expected to leverage their deep M&A and capital markets experience, strong sourcing networks, and relevant industry expertise to identify and execute high-potential investment opportunities . This includes access to maturing private equity fund assets nearing fund-life completion and reliable access to capital to execute strategic initiatives .

The Company plans to maximize benefits from major macroeconomic trends, specifically the positive momentum of cryptocurrency and the reshaping of capital markets with digital assets, which are expected to unlock more acquisition opportunities in the near term . The Company will look for target companies with compelling growth potential, a strong track record, entrenched competitive positions, committed and capable management teams, low revenue risk, well-capitalized stable operations, visible growth, and strong cash flow generation with opportunities for further improvement . Cross-border opportunities, particularly foreign assets that can uplift valuation through access to U.S. public equity markets, are also a focus .

The Company does not expect to generate any operating revenues until after the completion of its Business Combination . It anticipates incurring significant costs in the pursuit of its acquisition plans . The funds held outside the Trust Account, which amounted to $991,532 as of December 31, 2025 , are intended to be used primarily for identifying and evaluating target businesses, performing due diligence, travel, reviewing corporate documents, and structuring and negotiating a Business Combination .

To fund working capital deficiencies or transaction costs, the Sponsor, or certain officers and directors or their affiliates, may loan the Company funds, up to $1,500,000 , which may be convertible into Private Placement Warrants at $1.00 per warrant upon consummation of the Business Combination . The Company does not believe it will need to raise additional funds for operating expenditures, but acknowledges that if its cost estimates are inaccurate, it may have insufficient funds prior to a Business Combination . Additional financing may be required if the Business Combination requires more cash than available from the Trust Account or if a significant number of Public Shares are redeemed .

The Company has an agreement to pay its Sponsor up to $20,000 per month for office space and administrative support services during the Completion Window . It also pays its Chief Financial Officer $10,000 per month for his services . The underwriters are entitled to a deferred underwriting discount of $0.20 per Unit, or $6,894,000 in aggregate , and an additional deferred fee of $0.40 per Unit, or $13,788,000 in aggregate , payable from the Trust Account solely upon completion of a Business Combination and after all properly submitted shareholder redemptions .

Risk Factors

The Company faces significant risks, including the inherent uncertainty of completing an initial Business Combination within the 24-month Completion Window , with potential for liquidation and worthless warrants if unsuccessful . Geopolitical conditions, such as the Russia-Ukraine conflict and Middle East and Southwest Asia conflicts, could materially adversely affect the search for a target business by impacting potential targets' operations or financial condition . The Company is a blank check company with no operating history or revenues, providing no basis to evaluate its ability to achieve its business objective . Shareholders may not have an opportunity to vote on a proposed Business Combination, and even if a vote occurs, Founder Shares holders will participate, potentially leading to approval without majority Public Shareholder support . The ability of Public Shareholders to redeem shares for cash may make the Company's financial condition unattractive to potential targets, making it difficult to secure a Business Combination . Large redemptions could also dilute investments and prevent the completion of the most desirable Business Combination . The nominal purchase price paid by the Sponsor for Founder Shares ($0.003 per share) could result in significant dilution to Public Shareholders upon Business Combination, and the Sponsor is likely to make a substantial profit even if the trading price of ordinary shares declines . Changes in laws or regulations, particularly the SEC's new SPAC Rules, may increase costs and time needed to complete a Business Combination and could lead to the Company being deemed an investment company under the Investment Company Act of 1940, imposing burdensome compliance requirements and restricting activities . Competition from other SPACs, private equity groups, and public companies for attractive targets may increase costs or prevent a Business Combination . Adverse developments in the financial services industry, such as liquidity issues or defaults by financial institutions, could impair the value of assets in the Trust Account . The Company may be unable to obtain additional financing required for a Business Combination or to fund the target business's operations and growth, potentially forcing restructuring or abandonment of a transaction . The Company may only complete one Business Combination, leading to a lack of diversification and dependence on a single business . The exclusive forum provisions in the Company's amended and restated memorandum and articles of association, designating Cayman Islands courts for certain disputes and New York courts for warrant-related actions, could limit shareholders' and warrant holders' ability to obtain a favorable judicial forum .

Management Priorities

Management's overall tone emphasizes the Company's strategic focus as a blank check company aiming to capitalize on innovation and shifting capital preservation strategies within specific target industries. They highlight the collective experience and networks of the management team, board, and advisors in M&A, capital markets, and relevant industries (blockchain & digital assets, crypto treasury strategies, AI, B2B software, data services, renewable energy, and build-to-rent real estate assets) as key competitive advantages for sourcing and executing quality opportunities . Management explicitly states the intention to leverage major macroeconomic trends, such as the positive momentum of cryptocurrency and the reshaping of capital markets with digital assets, to unlock acquisition opportunities . A strategic priority is to identify established businesses with compelling growth potential, robust financials (low revenue risk, stable operations, visible growth, strong cash flow), and cross-border opportunities that can benefit from access to U.S. public equity markets . The Company's Chief Financial Officer receives $10,000 per month for his services , and the Sponsor receives up to $20,000 per month for administrative support .

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 1, Business — Introduction
  2. [2] Item 1, Business — Introduction
  3. [3] Item 1, Business — Introduction
  4. [4] Item 1, Business — Introduction
  5. [5] Item 1, Business — Business Strategy
  6. [6] Item 1, Business — Business Strategy
  7. [7] Item 1, Business — Business Strategy
  8. [8] Item 1, Business — Business Strategy
  9. [9] Item 1, Business — Business Strategy
  10. [10] Item 7, MD&A — Results of Operations
  11. [11] Item 7, MD&A — Results of Operations
  12. [12] Item 7, MD&A — Results of Operations
  13. [13] Item 7, MD&A — Liquidity and Capital Resources
  14. [14] Item 7, MD&A — Liquidity and Capital Resources
  15. [15] Item 8, Balance Sheet
  16. [16] Item 8, Balance Sheet
  17. [17] Item 8, Balance Sheet
  18. [18] Item 8, Balance Sheet
  19. [19] Item 8, Balance Sheet
  20. [20] Item 8, Balance Sheet
  21. [21] Item 8, Balance Sheet
  22. [22] Item 8, Balance Sheet
  23. [23] Item 8, Balance Sheet
  24. [24] Item 8, Balance Sheet
  25. [25] Item 8, Balance Sheet
  26. [26] Item 7, MD&A — Liquidity and Capital Resources
  27. [27] Item 7, MD&A — Liquidity and Capital Resources
  28. [28] Item 7, MD&A — Liquidity and Capital Resources
  29. [29] Item 7, MD&A — Liquidity and Capital Resources
  30. [30] Item 7, MD&A — Liquidity and Capital Resources
  31. [31] Item 7, MD&A — Liquidity and Capital Resources
  32. [32] Item 7, MD&A — Liquidity and Capital Resources
  33. [33] Item 1, Business — Introduction
  34. [34] Item 1, Business — Introduction
  35. [35] Item 1, Business — Introduction
  36. [36] Item 1, Business — Introduction
  37. [37] Item 1, Business — Introduction
  38. [38] Item 1, Business — Introduction
  39. [39] Item 1, Business — Introduction
  40. [40] Item 7, MD&A — Liquidity and Capital Resources
  41. [41] Item 7, MD&A — Liquidity and Capital Resources
  42. [42] Item 1, Business — Effecting Our Initial Business Combination
  43. [43] Item 1, Business — Business Strategy
  44. [44] Item 1, Business — Business Strategy
  45. [45] Item 1, Business — Business Strategy
  46. [46] Item 1, Business — Business Strategy
  47. [47] Item 1, Business — Selection of a Target Business and Structuring of Our Initial Business Combination
  48. [48] Item 1, Business — Selection of a Target Business and Structuring of Our Initial Business Combination
  49. [49] Item 7, MD&A — Results of Operations
  50. [50] Item 7, MD&A — Overview
  51. [51] Item 7, MD&A — Liquidity and Capital Resources
  52. [52] Item 7, MD&A — Liquidity and Capital Resources
  53. [53] Item 7, MD&A — Liquidity and Capital Resources
  54. [54] Item 7, MD&A — Liquidity and Capital Resources
  55. [55] Item 7, MD&A — Liquidity and Capital Resources
  56. [56] Item 7, MD&A — Liquidity and Capital Resources
  57. [57] Item 7, MD&A — Contractual Obligations
  58. [58] Item 11, Executive Compensation
  59. [59] Item 7, MD&A — Contractual Obligations
  60. [60] Item 7, MD&A — Contractual Obligations
  61. [61] Item 7, MD&A — Contractual Obligations
  62. [62] Item 1A, Risk Factors — Risks Relating to our Search for, Consummation of , or Inability to Consummate, a Business Combination
  63. [63] Item 1A, Risk Factors — Risks Relating to our Search for, Consummation of , or Inability to Consummate, a Business Combination
  64. [64] Item 1A, Risk Factors — Our search for an initial Business Combination, and any target business with which we may ultimately consummate an initial Business Combination, may be materially adversely affected by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict and the recent escalation of conflict in the Middle East and Southwest Asia.
  65. [65] Item 1A, Risk Factors — General Risk Factors
  66. [66] Item 1A, Risk Factors — Our shareholders may not be afforded an opportunity to vote on our proposed initial Business Combination, and even if we hold a vote, holders of our Founder Shares will participate in such vote, which means we may complete our initial Business Combination even though a majority of our Public Shareholders do not support such a combination.
  67. [67] Item 1A, Risk Factors — The ability of our Public Shareholders to redeem their shares for cash may make our financial condition unattractive to potential Business Combination targets, which may make it difficult for us to enter into a Business Combination with a target.
  68. [68] Item 1A, Risk Factors — The ability of our Public Shareholders to exercise redemption rights with respect to a large number of our shares and the amount of deferred underwriting compensation may not allow us to complete the most desirable Business Combination or optimize our capital structure, and may substantially dilute your investment in us.
  69. [69] Item 1A, Risk Factors — The nominal purchase price paid by our Sponsor for the Founder Shares may result in significant dilution to the implied value of your Public Shares upon the consummation of our initial Business Combination, and our Sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial Business Combination, even if the Business Combination causes the trading price of our ordinary shares to materially decline.
  70. [70] Item 1A, Risk Factors — The nominal purchase price paid by our Sponsor for the Founder Shares may result in significant dilution to the implied value of your Public Shares upon the consummation of our initial Business Combination, and our Sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial Business Combination, even if the Business Combination causes the trading price of our ordinary shares to materially decline.
  71. [71] Item 1A, Risk Factors — Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial Business Combination, and results of operations.
  72. [72] Item 1A, Risk Factors — Because of our limited resources and the significant competition for Business Combination opportunities, it may be more difficult for us to complete our initial Business Combination. If we are unable to complete our initial Business Combination, our Public Shareholders may receive only their pro rata portion of the funds in the Trust Account that are available for distribution to Public Shareholders, and our warrants will expire worthless.
  73. [73] Item 1A, Risk Factors — Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, could adversely affect our business, financial condition or results of operations, or our prospects.
  74. [74] Item 1A, Risk Factors — We may be unable to obtain additional financing to complete our initial Business Combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular Business Combination.
  75. [75] Item 1A, Risk Factors — We may only be able to complete one Business Combination with the proceeds of the IPO and the sale of the Private Placement Warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.
  76. [76] Item 1A, Risk Factors — Our amended and restated memorandum and articles of association provide that the courts of the Cayman Islands are the exclusive forums for certain disputes between us and our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for complaints against us or our directors, officers or employees.
  77. [77] Item 1, Business — Business Strategy
  78. [78] Item 1, Business — Business Strategy
  79. [79] Item 1, Business — Selection of a Target Business and Structuring of Our Initial Business Combination
  80. [80] Item 11, Executive Compensation
  81. [81] Item 11, Executive Compensation

Analysis on 5/22/2026