APXT

Business Context and Reporting Period

Company: Apex Treasury Corp (SPAC)

Reporting Period: Quarter ended June 30, 2026 (Q2 2026)

Status: Emerging Growth Company, Shell Company, Non-accelerated filer.

Apex Treasury Corp is a blank check company incorporated in the Cayman Islands on June 26, 2025, formed to effect a business combination with targets in blockchain, AI, renewable energy, and real estate sectors. The company consummated its Initial Public Offering (IPO) on October 29, 2025, raising $344.7 million. As of June 30, 2026, the company had not commenced operations and was actively seeking a target.

Key Financial Metrics

Material Changes vs. Prior Period

• Trust Account Growth: The Trust Account balance increased from $346,990,935 (Dec 31, 2025) to $353,145,504 (June 30, 2026), driven by $6.15 million in interest income earned during the six-month period.
• Operating Cash Flow: Net cash used in operating activities was $422,931 for the six months ended June 30, 2026, compared to zero for the inception period in 2025. This reflects increased G&A costs ($2.13 million) partially offset by non-cash interest income.
• Liabilities: Accounts payable and accrued expenses surged from $8,500 at year-end 2025 to $1,560,352 at June 30, 2026, indicating a significant increase in unpaid operational costs.
• Profitability: The company transitioned from a net loss of $18,774 in the inception period (2025) to a net income of $4.2 million for the six months ended June 30, 2026, primarily due to interest income exceeding operating expenses.

Outlook, Risks, and Unusual Items

Proposed Business Combination

On July 21, 2026 (subsequent to the reporting period), the company entered into a Business Combination Agreement with TECfusions, Inc., an AI infrastructure company focused on data centers. The deal values TECfusions at $4.0 billion. Concurrently, the company secured a $35 million PIPE investment from Eleven Ventures LLC.

Liquidity and Going Concern

The filing states that the company's liquidity condition raises substantial doubt about its ability to continue as a going concern for one year following the issuance of the financial statements. The company has a working capital deficit of $919,741 and relies on potential loans from the Sponsor or affiliates to fund operations and transaction costs.

Risks and Contingencies

• Extension Risk: The company has 24 months from the IPO (October 2025) to complete a business combination. If not completed, the company may liquidate unless shareholders approve an extension.
• Redemption Risk: Public shareholders may redeem shares for a pro-rata portion of the Trust Account ($10.25 per share as of June 30, 2026), which could reduce the cash available for the proposed merger.
• Deferred Fees: A deferred underwriting fee of $13,788,000 is payable only upon the successful completion of a business combination.

Investor Verification Checklist

• Transaction Status: Verify the progress of the proposed merger with TECfusions, Inc., including shareholder approval status and regulatory clearances (Hart-Scott-Rodino).
• Redemption Levels: Monitor the percentage of public shares redeemed prior to the merger vote, as this directly impacts the cash available for the combined entity.
• Working Capital: Confirm if the Sponsor or affiliates have provided the necessary bridge loans to cover the $919,741 working capital deficit and transaction costs.
• PIPE Closing: Verify the closing of the $35 million PIPE investment from Eleven Ventures LLC, which is a condition for the merger.
• Extension Provisions: Review the terms for extending the business combination deadline beyond the 24-month window if the merger is delayed.