Apex Treasury Corporation

Overview

Apex Treasury Corporation is a Cayman Islands exempted company formed on June 26, 2025 as a blank-check company (SPAC) to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more target businesses. Its stated purpose is to identify and complete a Business Combination within 24 months from the closing of its IPO (the Completion Window); if no Business Combination is completed, the company will liquidate.

Target industries (per management) include blockchain and digital assets, crypto treasury strategies, AI, B2B software, data services, renewable energy, and build-to-rent real estate assets. The company is a shell company with funds held in a Trust Account and a defined process for redemptions and completing a Business Combination. There are no operations or revenue to date.

Capital structure and funding

• IPO: 34,470,000 units sold at $10.00 per unit, generating gross proceeds of $344,700,000.
• Over-allotment: partially exercised for 4,470,000 units (included above).
• Private placement warrants: 8,894,000 warrants sold at $1.00 each, gross proceeds of $8,894,000.
• Founder Shares / Sponsor: Initial Founder Shares issued to the Sponsor. Total Class B Founder Shares outstanding at various times were 11,490,000 (as of the filing). Following capital actions, Sponsor held 11,120,000 Founder Shares as of March 2026.
• Public / Founders outstanding (as of the filing): 34,470,000 Class A Ordinary Shares; 11,490,000 Class B Ordinary Shares; 26,129,000 warrants outstanding.
• Trust Account: approximately $344,700,000 from the IPO proceeds placed in the Trust Account at IPO closing (from net proceeds of the Offering and the Private Placement Warrants).
• Amount available outside the Trust Account for working capital as of December 31, 2025: $991,532.
• Founder economics: Sponsor paid nominal consideration for Founder Shares (approximately $0.003 per share) and privately purchased warrants. The filing notes potential dilution and that economics favor the Sponsor upon completion of a Business Combination.

Use of proceeds and Trust Account

• The Trust Account holds funds to be used for one or more Business Combinations, or to redeem Public Shares if a Business Combination is not completed within the Completion Window.
• Permitted investments: direct U.S. government treasury obligations with maturities of 185 days or less, or money market funds meeting Rule 2a-7.
• Interest earned on the Trust Account (net of taxes) may be released to pay taxes; otherwise funds are preserved for redemptions or the Business Combination.
• Redemption plan: Public Shareholders may redeem all or a portion of their Public Shares in connection with the Business Combination (via general meeting or tender offer) at a per-share price equal to the funds in the Trust Account (plus interest, net of taxes, and subject to certain deductions), divided by the number of Public Shares in issue at the time.

Operations, customers and personnel

• No operations, revenue, or customers to date.
• Officers currently listed: Ajmal Rahman, Hugh Cochrane, James McNaught-Davis, and Paul Sykes.
• The company does not expect to have full-time employees prior to completing a Business Combination.

Management and governance

• The business plan focuses on identifying and negotiating a Business Combination, which may be with an affiliated or non-affiliated target, subject to independent director opinions and Cayman/Nasdaq requirements.
• The Sponsor and management hold ownership and voting arrangements (including Founder Shares and Class B shares) that influence pre- and post-transaction control and affect redemption mechanics and approval processes.

Key dates and offices

• IPO consummation date: October 29, 2025. Registration statements became effective on October 27, 2025.
• Principal executive office: 2035 Regatta Drive, Vero Beach, Florida 32963.
• Office expenses: the company pays the Sponsor $20,000 per month for office space, utilities and secretarial/administrative support.

Business model (one sentence)

The company holds IPO proceeds in a Trust Account and will use those funds (and any additional financing if necessary) to complete a Business Combination with a target business in its stated sectors; until then it has no ongoing operations or revenue.

Risk / caveat

There is no guarantee that the company will complete a Business Combination. If a Business Combination is not completed within the Completion Window or if regulatory or compliance issues arise, the company may liquidate and redeem Public Shareholders’ funds. The described economics indicate potential dilution for Public Shareholders and primary economic upside to the Sponsor and Founders upon a successful combination.