Business Context and Reporting Period
Company: Apex Treasury Corporation (Apex), a Cayman Islands exempted company and emerging growth company.
Date of Report: July 21, 2026.
Event: Entry into a Material Definitive Agreement for a business combination with TECfusions, Inc., an AI infrastructure company focused on designing, building, and leasing next-generation data centers.
Transaction Structure: An all-stock merger where Apex will domesticate as a Delaware corporation. The combined entity will operate under the TECfusions brand and trade on Nasdaq under the ticker symbol "TECF."
Key Financial Metrics and Transaction Terms
- Valuation: $4.0 billion equity valuation for TECfusions.
- Consideration: 400.0 million newly issued shares of Common Stock to existing TECfusions stockholders, based on a price of $10.00 per share.
- PIPE Investment: $35 million committed by an institutional accredited investor (Eleven Ventures LLC) for 3.5 million shares at $10.00 per share.
- Make-Whole Provision: If the stock price is below $10.00 on the measurement date, the PIPE investor may receive cash or additional shares, subject to a $5.00 per share floor.
- Closing Cash Requirement: At least $45.0 million in Available Closing Cash is required unless waived.
- Financial Statements: The filing does not provide current revenue, profit, or cash flow data for Apex or TECfusions. Audited financial statements for TECfusions for the period January 1, 2024, through December 31, 2025, are required to be delivered by September 30, 2026.
Material Changes and Transaction Mechanics
- Domestication: Apex will transfer from the Cayman Islands to Delaware. Class B ordinary shares will convert 1-for-1 to Class A, which will then convert to Common Stock.
- Share Conversion: Existing TECfusions shares and options will convert into shares and options of the combined company based on an exchange ratio.
- Termination Date: The agreement may be terminated if the closing does not occur by March 31, 2027.
- Sponsor Forfeiture: The Sponsor agreed to forfeit up to 3.15 million Class B Ordinary Shares contingent on redemptions and new share issuances.
Guidance, Outlook, and Risks
Management Commentary: The transaction is expected to create a publicly traded company in the AI infrastructure sector. The combined company will have a board of five directors, with one designated by the Sponsor and the remainder by the Company.
Risks and Contingencies:
- Regulatory Approvals: Closing is subject to shareholder approval, antitrust waiting periods (HSR Act), and SEC effectiveness of the Registration Statement.
- Redemptions: Risk that Apex shareholders elect to redeem shares, potentially impacting the $45.0 million cash requirement.
- Operational Risks: TECfusions has a limited operating history and historical net losses. Risks include commercialization of emerging AI technology, dependence on key management, and cybersecurity threats.
- Forward-Looking Statements: Projections regarding market opportunity, customer penetration, and financial performance are subject to significant uncertainty.
Investor Verification Checklist
- Verify the delivery of audited PCAOB financial statements for TECfusions by the September 30, 2026 deadline.
- Monitor the effectiveness of the Form S-4 Registration Statement and Proxy Statement.
- Assess the level of shareholder redemptions to ensure the $45.0 million closing cash condition is met.
- Review the final terms of the PIPE Subscription Agreement, specifically the make-whole provisions and resale registration rights.
- Confirm the status of antitrust reviews and any other governmental approvals required for the closing.