TRAD 10-K & 10-Q changes, risk factors and insider trading
APEX Tech Acquisition Inc. (also TRAD-RI, TRAD-UN) · NYSE · Blank Checks · CIK 2085485 · 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..
What changed in the latest 10-Q
Risk Factors
As a smaller reporting company, we are not required to make disclosures under this Item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Recent Developments”
Largest changes
“On March 15, 2026, the Company entered into a non-exclusive Finder's Engagement Agreement (the "Finder Agreement") with California Hedge Fund Inc. (the "Finder"), pursuant to which the Finder agreed to identify and introduce potential business combination targets to the Company and facilitate preliminary discussions in connection with a potential initial business combination. …”see in full comparison
“In December 2023, the FASB issued Accounting Standards Update 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosure” (“ASU 2023-09”). ASU 2023-09 mostly requires, on an annual basis, disclosure of specific categories in an entity’s effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. The incremental disclosures may be presented on a prospective or retrospective basis. The ASU is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. The Company adopted the ASU 2023-09 on December 1, 2025. …”see in full comparison
“On May 15, 2026, the Company and the Finder entered into Amendment No. 1 to the Finder Agreement, which increased the aggregate non-refundable retainer payable to the Finder from $250,000 to $500,000, with the remaining $250,000 becoming payable upon execution of the amendment in May 2026. As of May 31, 2026, the $500,000 finder fee was fully paid. Additionally, the cash success fee payable upon the consummation of a qualifying initial business combination was increased from $3.75 million to $4.5 million. Except as modified by Amendment No. …”see in full comparison
“On April 15, 2026, the underwriters exercised the over-allotment option in full to purchase an additional 302,869 Units at a price of $10.00 per Unit. The closing of the over-allotment option occurred on April 15, 2026, generating additional gross proceeds of $3,028,690. Simultaneously with the closing of the over-allotment option, the Company consummated the private placement of an aggregate of 3,029 Private Units to the Sponsor, at a price of $10.00 per Private Unit, generating gross proceeds of $30,285. …”see in full comparison
For thesee in full comparisonsixnine months endedFebruaryMay28,31, 2026, we had netlossincome of$47,671, all of$20,684, which consisted offormationinterest income of $658,787, offset by general andoperatingadministrativecosts.expenses of $638,103.
Full comparison: every changed paragraph (17)
Recent Developments
Finder's Engagement Agreement
On March 15, 2026, the Company entered into a non-exclusive Finder's Engagement Agreement (the "Finder Agreement") with California Hedge Fund Inc. (the "Finder"), pursuant to which the Finder agreed to identify and introduce potential business combination targets to the Company and facilitate preliminary discussions in connection with a potential initial business combination. Under the Finder Agreement, the Company agreed to pay the Finder a non-refundable retainer and, upon the consummation of an initial business combination with a target introduced or identified by the Finder, a cash success fee. The Company also agreed to reimburse the Finder for certain reasonable, documented out-of-pocket expenses, subject to specified limitations. The Finder Agreement contains customary termination, confidentiality and other customary provisions.
On May 15, 2026, the Company and the Finder entered into Amendment No. 1 to the Finder Agreement, which increased the aggregate non-refundable retainer payable to the Finder from $250,000 to $500,000, with the remaining $250,000 becoming payable upon execution of the amendment in May 2026. As of May 31, 2026, the $500,000 finder fee was fully paid. Additionally, the cash success fee payable upon the consummation of a qualifying initial business combination was increased from $3.75 million to $4.5 million. Except as modified by Amendment No. 1, the remaining terms of the Finder Agreement remained unchanged.
We have neither engaged in any operations nor generated any revenues to date. Our only activities from August 29, 2025 (inception) through FebruaryMay 28,31, 2026, were organizational activities and those necessary to consummate the IPO, and subsequent to the IPO, identifying a target company for an initial business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination.
For the three months ended FebruaryMay 28,31, 2026, we had net lossincome of $39,322, all of$68,355, which consisted of formationinterest income of $658,787, offset by general and operatingadministrative costs.expenses of $590,432.
For the sixnine months ended FebruaryMay 28,31, 2026, we had net lossincome of $47,671, all of$20,684, which consisted of formationinterest income of $658,787, offset by general and operatingadministrative costs.expenses of $638,103.
On April 15, 2026, the underwriters exercised the over-allotment option in full to purchase an additional 302,869 Units at a price of $10.00 per Unit. The closing of the over-allotment option occurred on April 15, 2026, generating additional gross proceeds of $3,028,690. Simultaneously with the closing of the over-allotment option, the Company consummated the private placement of an aggregate of 3,029 Private Units to the Sponsor, at a price of $10.00 per Private Unit, generating gross proceeds of $30,285. As a result, the Company sold an aggregate of 11,500,000 Public Units and 212,000 Private Units.
Upon the closing of the IPO and the private placement on February 27, 2026 and over-allotment on April 15, 2026, a total of $111,971,310$115,000,000 from the net proceeds of the IPO andIPO, the sale of the Private Units and over-allotment was placed in a trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company as a trustee and will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and that invest only in direct U.S. government treasury obligations.
As of FebruaryMay 28,31, 2026, we had cash of $584,080$2,667 and a working capital deficit of $584,080.$14,351.
The Company has incurred and expects to continue to incur significant costs in pursuit of the consummation of an initial Business Combination. In addition, the Company currently has until the end of the Combination Period (unless the Company extends such period by amending its Amended and Restated Memorandum and Articles of Association) to consummate the initial Business Combination. If the Company does not complete a Business Combination within the prescribed timeline, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has determined that it has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Combination Period. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial statements. Therefore, management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of FebruaryMay 28,31, 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.
On August 31, 2025, the Sponsor has agreed to loan the Company up to $500,000 (the “Promissory Note”) to be used for a portion of the expenses of the IPO. The Promissory Note is non-interest bearing, unsecured and is due at the earlier of (1) March 31, 2026 or (2) the closing of the IPO, unless accelerated upon the occurrence of an event of default. The Promissory Note werewas repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account. As of FebruaryMay 28,31, 2026, the Company had no borrowings under the Promissory Note.
We granted the underwriter, a 45-day option from the date of the registration statement to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. The underwriter partiallyhas fully exercised its over-allotment option following the partial exercises that occurred on February 27, 2026 and April 15, 2026.
The underwriter was paid a cash underwriting discount of $1,119,713,$1,150,000, or 1.0% of the gross proceeds of the IPO, including the partial exercise of its over-allotment option, upon the closing of IPO on February 27, 2026 and April 15, 2026.
In December 2023, the FASB issued Accounting Standards Update 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosure” (“ASU 2023-09”). ASU 2023-09 mostly requires, on an annual basis, disclosure of specific categories in an entity’s effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. The incremental disclosures may be presented on a prospective or retrospective basis. The ASU is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. The Company adopted the ASU 2023-09 on December 1, 2025. As a Cayman Island entity, the Company is not subject to income taxes, as such, the Company did not have any material impact of adopting ASU 2023-09 on its financial statements.
As of FebruaryMay 28,31, 2026, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.
TRAD 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 TRAD (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Two Sigma Investments | 2026-06-30 | 181,250 | $1.8M | — | Sold out |
| Two Sigma Investments | 2026-06-30 | 181,250 | $1.8M | 0.0% | New position |
| D. E. Shaw & Co. | 2026-06-30 | 17,221 | $171.3K | 0.0% | New position |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 10,308 | $103.2K | — | Sold out |