Apex Treasury Corp (APXT) - 10-K Summary
Business Context and Reporting Period
Company: Apex Treasury Corporation (Cayman Islands exempted company)
Filing Type: Form 10-K (Annual Report)
Reporting Period: Fiscal year ended December 31, 2025 (Inception: June 26, 2025)
Business Model: Special Purpose Acquisition Company (SPAC) / "Blank Check" Company.
Objective: To effect a merger, amalgamation, or similar business combination with one or more target businesses. The company has no operating history and no revenues to date.
Target Sectors: Blockchain & digital assets, crypto treasury strategies, AI, B2B software, data services, renewable energy, and build-to-rent real estate assets.
Completion Window: 24 months from the closing of the Initial Public Offering (IPO) to complete a Business Combination.
Key Financial Metrics
| Metric | Value |
|---|---|
| Net Income (Inception to Dec 31, 2025) | $2,019,588 |
| Operating Expenses | $271,347 |
| Interest Income (Trust Account) | $2,290,935 |
| Cash and Securities in Trust Account | $346,990,935 |
| Cash Outside Trust Account | $991,532 |
| Working Capital Surplus | $989,392 |
| Deferred Underwriting Fee Payable | $13,788,000 |
| Public Shares Outstanding | 34,470,000 |
| Founder Shares (Class B) Outstanding | 11,490,000 |
| Warrants Outstanding | 26,129,000 (17,235,000 Public; 8,894,000 Private) |
Material Changes and Capital Structure
- IPO Completion: On October 29, 2025, the company consummated an IPO of 34,470,000 Units at $10.00 per Unit, generating gross proceeds of $344,700,000. This included a partial exercise of the underwriters' over-allotment option (4,470,000 Units).
- Private Placement: Simultaneously with the IPO, the company sold 8,894,000 Private Placement Warrants to the Sponsor and underwriters for $8,894,000.
- Trust Account: $344,700,000 was deposited into the Trust Account. As of December 31, 2025, the balance grew to $346,990,935 due to interest earnings.
- Share Capitalization: A share capitalization of 1,916,667 Founder Shares occurred on October 27, 2025. Following the partial over-allotment exercise, 10,000 Founder Shares were forfeited, leaving 11,490,000 Founder Shares outstanding.
- Redemption Value: Public Shares are classified as temporary equity at a redemption value of approximately $10.07 per share as of December 31, 2025.
Guidance, Outlook, and Risks
Management Outlook: The company intends to use substantially all funds in the Trust Account to complete a Business Combination. Management believes the $991,532 held outside the Trust Account is sufficient to operate for the duration of the Completion Window. If additional funds are required, the Sponsor or affiliates may provide working capital loans (up to $1,500,000 convertible to warrants).
Key Risks and Contingencies:
- Business Combination Failure: If the company fails to complete a Business Combination within 24 months, it will liquidate and redeem Public Shares. Shareholders may receive approximately $10.00 per share, or less if Trust Account funds are reduced by creditor claims or taxes.
- Redemption Rights: Public shareholders have the right to redeem shares for cash upon a Business Combination or liquidation. High redemption rates could jeopardize the ability to complete a transaction.
- Sponsor Incentives: The Sponsor purchased Founder Shares at approximately $0.003 per share. This creates a significant potential profit for the Sponsor even if the post-combination share price declines, potentially incentivizing the completion of a transaction that may not be optimal for public shareholders.
- Regulatory Environment: The company is subject to new SEC rules regarding SPACs and risks being deemed an unregistered investment company under the Investment Company Act if it holds securities in the Trust Account for too long.
- Geopolitical Risks: Ongoing conflicts (Russia-Ukraine, Middle East) and market volatility may adversely affect the search for a target or the target's financial condition.
Investor Verification Checklist
- Trust Account Balance: Verify the current balance in the Trust Account and the per-share redemption value, noting that interest earnings are subject to taxes.
- Completion Deadline: Confirm the exact date by which the Business Combination must be completed (24 months from October 29, 2025) and any potential extension mechanisms.
- Sponsor Ownership: Review the Sponsor's ownership of Founder Shares (approx. 25% of total equity) and Private Placement Warrants to understand dilution and alignment of interests.
- Deferred Fees: Note the $13,788,000 deferred underwriting fee payable only upon successful completion of a Business Combination.
- Related Party Transactions: Review the Administrative Services Agreement ($20,000/month to Sponsor) and the CFO Services Agreement ($10,000/month) for ongoing cash burn outside the Trust Account.
- Target Criteria: Assess whether the company has identified a specific target or is still in the search phase, as no target has been selected as of the filing date.