Business Context and Reporting Period
Company: Apex Treasury Corp (Cayman Islands)
Reporting Period: Quarter ended September 30, 2025 (Inception: June 26, 2025)
Business Type: Special Purpose Acquisition Company (SPAC) / Blank Check Company.
Objective: Formed to effect a merger or business combination with targets in blockchain, digital assets, AI, B2B software, renewable energy, and real estate sectors. As of the balance sheet date, the Company had not commenced operations and had no operating revenue.
Key Financial Metrics (As of September 30, 2025)
| Metric | Value |
|---|---|
| Total Assets | $226,225 (Deferred offering costs) |
| Total Liabilities | $269,423 |
| Shareholders' Deficit | ($43,198) |
| Cash and Cash Equivalents | $0 |
| Net Loss (3 months ended Sept 30, 2025) | ($49,424) |
| Net Loss (Inception to Sept 30, 2025) | ($68,198) |
| Promissory Note (Related Party) | $185,991 |
| Class B Ordinary Shares Outstanding | 11,500,000 (11,490,000 post-forfeiture) |
Material Changes and Subsequent Events
The financial statements reflect the pre-IPO formation phase. Significant capital events occurred subsequent to the reporting period (October 2025), fundamentally altering the Company's liquidity and capital structure:
- Initial Public Offering (IPO): Consummated on October 29, 2025. Sold 34,470,000 Units at $10.00 per Unit, generating gross proceeds of $344,700,000.
- Private Placement: Simultaneously sold 8,894,000 Private Placement Warrants for $8,894,000.
- Trust Account: $344,700,000 was deposited into a Trust Account.
- Transaction Costs: Total costs of $21,407,663 were incurred, including $6,894,000 in cash underwriting fees and $13,788,000 in deferred fees.
- Liquidity Post-IPO: As of October 29, 2025, the Company held $1,700,789 in cash and had a working capital of $1,223,691.
- Debt Repayment: The related-party promissory note (total borrowings of $224,211 at closing) was paid in full at the IPO closing.
Outlook, Risks, and Management Commentary
- Business Combination Timeline: The Company has 24 months from the IPO closing (October 29, 2025) to complete a business combination. Extensions are possible up to 36 months with shareholder approval.
- Redemption Rights: Public shareholders may redeem shares for a pro rata portion of the Trust Account (initially $10.00 per share plus interest) upon completion of a business combination or liquidation.
- Going Concern: Management determined that post-IPO proceeds are sufficient to finance working capital needs for at least one year. Pre-IPO, the Company relied on a related-party promissory note.
- Risks: Risks include the inability to complete a business combination, market volatility, and the potential for the Trust Account to be subject to creditor claims. The Company is an "emerging growth company" and a "shell company."
- Administrative Services: The Company agreed to pay the Sponsor up to $20,000 per month for administrative services starting October 27, 2025.
Investor Verification Checklist
- Trust Account Status: Verify the current balance and interest earnings in the Trust Account held by Lucky Lucko, Inc. d/b/a Efficiency.
- Share Count Accuracy: Confirm the final count of Class A and Class B shares following the partial exercise of the over-allotment option (10,000 founder shares were forfeited).
- Deferred Underwriting Fees: Note the $13,788,000 deferred fee payable only upon successful completion of a business combination.
- Related Party Agreements: Review the Administrative Services Agreement ($20k/month) and the indemnification provisions protecting the Sponsor.
- Extension Terms: Understand the specific requirements and costs associated with extending the 24-month combination window.