APXT 10-K & 10-Q changes, risk factors and insider trading
Apex Treasury Corp (also APXTU, APXTW) · Nasdaq · Blank Checks · CIK 2079253 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare (only one so far)..
What changed in the latest 10-Q
Risk Factors
Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) filed with the SEC. In addition to the risk factors set forth in the Annual Report, we face certain material risks and uncertainties related to the Transactions. If we succeed in effecting the Transactions, we will face additional and different risks and uncertainties related to the business of TECfusions. Such material risks are to be set forth in a Registration Statement on Form S-4, including a proxy statement/prospectus included therein, to be filed by us with the SEC.
Largest changes
“Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) filed with the SEC. In addition to the risk factors set forth in the Annual Report, we face certain material risks and uncertainties related to the Transactions. If we succeed in effecting the Transactions, we will face additional and different risks and uncertainties related to the business of TECfusions. …”see in full comparison
“Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our Annual Report on Form 10-K filed with the SEC. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC.”see in full comparison
Full comparison: every changed paragraph (2)
Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) filed with the SEC. In addition to the risk factors set forth in the Annual Report, we face certain material risks and uncertainties related to the Transactions. If we succeed in effecting the Transactions, we will face additional and different risks and uncertainties related to the business of TECfusions. Such material risks are to be set forth in a Registration Statement on Form S-4, including a proxy statement/prospectus included therein, to be filed by us with the SEC.
Factors that could cause our actual results to
differ materially from those in this report include the risk factors described in our Annual Report on Form 10-K filed with the SEC.
As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form
10-K filed with the SEC.
Management's Discussion & Analysis (MD&A)
New heading “The Business Combination Agreement”
New heading “PIPE Subscription Agreement”
Removed heading “Liquidity and Capital Resources”
Largest changes
“In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Going Concern,” as of June 30, 2026, we may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. Our officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, we may not be able to obtain additional financing. …”see in full comparison
“The obligations of the parties to consummate the Merger and the other transactions contemplated by the Business Combination Agreement (collectively, the “Transactions”) are subject to the satisfaction or waiver (where permissible) of customary closing conditions set forth in the Business Combination Agreement, including: (i) approval of the Transactions by the shareholders of the Company and the TECfusions Stockholders; (ii) any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, will have expired or been terminated; …”see in full comparison
“On July 21, 2026, the Company entered into a business combination agreement (the “Business Combination Agreement”) with Stepping Stone Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“Merger Sub”), and TECfusions, Inc., a Florida corporation (“TECfusions”). The Business Combination Agreement contemplates a $4.0 billion equity valuation of TECfusions and an all-stock combination transaction (the “Proposed Business Combination”). TECfusions is an AI infrastructure company focused on designing, building, and leasing next-generation data centers.”see in full comparison
Full comparison: every changed paragraph (26)
SpecialCautionary Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section
Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are not historical facts and involve risks
risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other
than statements
of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s
Discussion and
Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business
strategy and
the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,”
“believe,”
“anticipate,” “intend,” “estimate,” “seek” and variations and
similar words and expressions
are intended to identify such forward-looking statements. Such forward-looking statements relate to future
events or future performance,
but reflect management’s current beliefs, based on information currently available. A number of factors
could cause actual events,
performance or results to differ materially from the events, performance and results discussed in the forward-looking
statements. For
information identifying important factors that could cause actual results to differ materially from those anticipated
in the forward-looking
statements, please refer to the Risk Factors section of the Company’s finalAnnual prospectusReport on Form 10-K for itsthe Initialyear Publicended December 31,
Offering2025 filed with the U.S. Securities and Exchange Commission (the “SEC”). and elsewhere in the Company’s filings with
the SEC. The Company’s securities filings can be
accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except
as expressly required by applicable securities law, the Company disclaims
any intention or obligation to update or revise any forward-looking
statements whether as a result of new information, future events
or otherwise.
We are a blank check company incorporated in the
the Cayman Islands on June 26, 2025. We are formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses. We may pursue an initial Business Combination
in any business or industry but expect to target opportunities and companies that are in the blockchain & digital assets, crypto
treasury strategies, AI, B2B software, data services, renewable energy, and build-to-rent real estate assets sectors. We are an early
stage and emerging growth
company and, as such, we are subject to all of the risks associated with early stage and emerging growth companies.
The Business Combination Agreement
On July 21, 2026, the Company entered into a business combination agreement (the “Business Combination Agreement”) with Stepping Stone Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“Merger Sub”), and TECfusions, Inc., a Florida corporation (“TECfusions”). The Business Combination Agreement contemplates a $4.0 billion equity valuation of TECfusions and an all-stock combination transaction (the “Proposed Business Combination”). TECfusions is an AI infrastructure company focused on designing, building, and leasing next-generation data centers.
Pursuant to the Business Combination Agreement, the parties thereto will enter into a business combination transaction by which, among other things, (i) the Company will transfer by way of continuation and domesticate as a Delaware corporation and (ii) Merger Sub will merge with and into TECfusions (the “Merger”), with TECfusions being the surviving entity of the Merger and becoming a direct, wholly-owned subsidiary of the Company. Upon closing of the Merger (the “Closing,” and the date on which the Closing occurs, the “Closing Date”), TECfusions will become a direct, wholly-owned subsidiary of the Company and the combined company will be a publicly traded company operating under the TECfusions brand. The combined company’s common stock is expected to trade on Nasdaq under the ticker symbol “TECF.” The Merger and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Transactions.”
Pursuant to the terms of the Business Combination Agreement, the aggregate consideration (“Aggregate Consideration”) to be paid to the existing stockholders of TECfusions (the “TECfusions Stockholders”) at the Closing is 400.0 million newly issued shares of Common Stock, equal to the $4.0 billion base purchase price divided by $10.00 per share.
The obligations of the parties to consummate the Merger and the other transactions contemplated by the Business Combination Agreement (collectively, the “Transactions”) are subject to the satisfaction or waiver (where permissible) of customary closing conditions set forth in the Business Combination Agreement, including: (i) approval of the Transactions by the shareholders of the Company and the TECfusions Stockholders; (ii) any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, will have expired or been terminated; (iii) the Proxy Statement/Registration Statement having become effective under the Securities Act of 1933, as amended (the “Securities Act”); (iv) the Company’s shares of common stock (following the Domestication) to be issued in connection with the Transactions will be conditionally approved for listing upon the closing of the Proposed Business Combination on Nasdaq subject to any requirement to have a sufficient number of round lot holders of common stock; (v) no governmental authority of competent jurisdiction will have enacted, issued, promulgated, enforced or entered any law or governmental order that is then in effect that makes the Merger illegal or otherwise prevents or prohibits the closing of the Proposed Business Combination; (vi) no Purchaser Material Adverse Effect or Company Material Adverse Effect (each as defined in the Business Combination Agreement) will have occurred since the date of the Business Combination Agreement that is continuing and uncured; (vii) the Domestication will have been completed; and (viii) unless waived by TECfusions, there will be at least $45.0 million in Available Closing Cash (as defined in the Business Combination Agreement) as of the Closing.
Unless specifically stated, this Quarterly Report does not give effect to the proposed Transactions and does not contain the risks associated with the proposed Transactions. Such risks and effects relating to the proposed Transactions will be included in a registration statement on Form S-4 to be filed by the Company.
PIPE Subscription Agreement
Concurrently with the execution of the Business Combination Agreement, the Company and an institutional accredited investor (the “PIPE Investor”) entered into the PIPE subscription agreement (the “PIPE Subscription Agreement”), pursuant to which the Company has agreed to issue, and the PIPE Investor has agreed to subscribe for, 3.5 million Class A Ordinary Shares (the “PIPE Shares”) to be issued by the Company at a price per share of $10.00, for an aggregate purchase price of $35 million (the “PIPE Investment”). The closing of the PIPE Investment is conditioned upon the substantially concurrent consummation of the Transactions.
For more information about the Proposed Business Combination, the Business Combination Agreement and the PIPE Subscription Agreement, see the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2026.
We have neither engaged in any operations nor
generated any revenues to date. Our only activities from June 26, 2025 (inception) through MarchJune 31,30, 2026 were organizational activities,
those necessary to prepare for the Initial Public Offering, described below, and, after our Initial Public Offering, identifying a target
company for and efforts toward completing a Business Combination. We do not expect to generate any operating revenues until after the
completion of our Business Combination.
Subsequent to the Initial Public Offering, we generate non-operating income in the form of interest
income on marketable securities held
in the Trust Account. We incur expenses as a result of being a public company (for legal, financial
reporting, accounting and auditing
compliance), as well as for due diligence expenses.
For the three months ended MarchJune 31,30, 2026, we had
had a net income of $2,671,098,$1,533,658, which consisted of interest earned on cash and securities held in Trust Account of $3,057,776$3,096,793 and other income
income of $105,070,$79,419, partially offset by general and administrative costs of $491,748.$1,642,554.
For the six months ended June 30, 2026, we had a net income of $4,204,756, which consisted of interest earned on cash and securities held in Trust Account of $6,154,569 and other income of $184,489, partially offset by general and administrative costs of $2,134,302.
For the period from June 26, 2025 (inception) through June 30, 2025, we had a net loss of $18,774, which consisted of general and administrative costs.
Liquidity andLiquidity, Capital Resources and Going Concern
Liquidity and Capital Resources
For the threesix months ended MarchJune 31,30, 2026, net cash
cash used in operating activities was $229,348.$422,931. Net income of $2,671,098$4,204,756 was offset by interest earned on cash and securities held in Trust
Trust Account of $3,057,776$6,154,569 and changes in operating assets and liabilities, which usedprovided $157,330$1,526,882 of cash from operating activities.
As of MarchJune 31,30, 2026, we had $762,184$568,601 cash and
and a working capital surplusdeficit of $623,054.$919,741. We use and intend to continue to use the funds held outside the Trust Account primarily to identify
and evaluate
target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants
or similar
locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements
of of
prospective target businesses, and structure, negotiate and complete a Business Combination.
In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Going Concern,” as of June 30, 2026, we may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. Our officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.
We do not believe we will need to raise additional
funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target
business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so,
we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional
financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares
upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such
Business Combination.
We have no obligations, assets or liabilities,
which would be considered off-balance sheet arrangements as of DecemberJune 31,30, 2025.2026. We do not participate in transactions that create relationships
with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established
for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements,
established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
The preparation of unaudited condensed financial
statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets
and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported. Making
estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management
considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual
results could materially differ from those estimates. As of March 31, 2026,Besides the onlydetermination accounting estimate made by management was related
to theof fair value of the public warrants during the initial public offering.offering, Wemanagement did not have any other critical
accounting estimates.estimates as of June 30, 2026.
We account for our ordinary shares subject to
possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares
subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary
shares (including common stock that features redemption rights that are either within the control of the holder or subject to redemption
upon the occurrence of uncertain events not solely within the Company’s control) is classified in temporary equity. At all other
times, ordinary shares are classified as stockholders’ equity. Our Public Shares feature certain redemption rights that are considered
to be outside of our control and subject to occurrence of uncertain future events. Accordingly, as of MarchJune 31,30, 2026 and December 31, 2025,
2025, the Public Shares are presented at redemption value as temporary equity, outside of the shareholders’ equity (deficit) section of
of our condensed balance sheets. We recognize changes in redemption value immediately as they occur and adjusts the carrying value of the
the ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view
view the end of the reporting period as if it were also the redemption date for the security.
In November 2023, the FASB issued ASU 2023-07,
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an
annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”),
as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that
a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment
profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all
annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to
provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective
for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early
adoption permitted.
APXT insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding APXT (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| D. E. Shaw & Co. | 2026-06-30 | 1,033,422 | $10.4M | 0.01% | No change |
| Millennium Management (Israel Englander) | 2026-06-30 | 616,356 | $6.2M | 0.0% | Added 2% |
| Two Sigma Investments | 2026-06-30 | 543,750 | $5.5M | 0.0% | No change |