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The company’s experienced management and advisory team, combined with its strong capital base held in trust, position it to identify and execute Business Combinations in high-growth sectors such as blockchain, AI, and renewable energy. Its extensive networks and industry expertise may facilitate access to attractive acquisition targets and capital, potentially enabling the company to build a valuable post-combination enterprise. The company’s strategy to leverage secular trends in digital assets and capital markets could unlock additional acquisition opportunities and strategic partnerships.

As a blank check company with no operating history or revenue, Apex Treasury Corporation faces inherent risks including the uncertainty of completing a Business Combination within the 24-month window. Conflicts of interest may arise due to Sponsor and insider holdings of Founder Shares and warrants, potentially influencing target selection. The company may pursue targets that are financially unstable or in early development stages, exposing it to operational and financial risks. Failure to complete a Business Combination would result in liquidation and potential loss of investment for public shareholders. Additionally, the company may need to raise additional financing or incur debt, which could dilute existing shareholders or increase financial risk.

Apex Treasury Corporation’s competitive advantages stem from its management team’s deep experience in capital markets and M&A transactions, including involvement in multiple billion-dollar deals, and its strong sourcing networks across private companies, investment banks, financial advisors, sponsors, and private equity funds. The advisory board’s privileged access to deal flow in AI, blockchain, and digital assets further enhances its ability to identify and execute attractive Business Combination opportunities. These relationships and expertise provide a sustainable competitive advantage in sourcing quality targets and accessing capital, which are critical for successful transaction execution in its targeted sectors.

• Completion Risk: The company has a 24-month period from its IPO to complete a Business Combination. Failure to do so may result in liquidation and loss of investment for shareholders.
• Conflict of Interest: Sponsor and insiders hold Founder Shares and Private Placement Warrants, which may create incentives to complete a Business Combination even if it is not favorable to public shareholders.
• Target Business Risk: The company may acquire businesses that are financially unstable or in early stages, which carry inherent operational and financial risks.
• Financing Risk: Additional financing or debt may be required to complete the Business Combination, potentially diluting shareholders or increasing financial obligations.
• Limited Operating History: As a blank check company with no operations or revenue, the company’s future performance depends entirely on the success of its Business Combination.

• Apex Treasury Corporation is a blank check company incorporated on June 26, 2025, in the Cayman Islands for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination (Business Combination) [S1].
• The company completed its IPO on October 29, 2025, issuing 34,470,000 units at $10.00 per unit, raising gross proceeds of $344.7 million, which were placed in a Trust Account to be used for the Business Combination [S1].
• Simultaneously with the IPO, the company sold 8,894,000 Private Placement Warrants in a private placement, generating $8.894 million in gross proceeds [S1].
• The company has 24 months from the IPO closing to complete its initial Business Combination or face liquidation or earlier liquidation as approved by the board (Completion Window) [S1].
• Apex Treasury has not engaged in any operations or generated revenue to date and is considered a shell company under the Exchange Act [S1].
• The company intends to pursue a Business Combination in any business or industry but expects to target blockchain & digital assets, crypto treasury strategies, AI, B2B software, data services, renewable energy, and build-to-rent real estate assets sectors [S1].
• Management and board have extensive experience in capital markets and M&A transactions, with notable deals including billion-dollar IPOs and De-SPAC mergers, providing competitive advantages in sourcing and executing transactions [S1].
• The company has strong sourcing networks among private companies, investment banks, financial advisors, sponsors, and private equity funds, expected to provide a robust pipeline of target companies and access to capital [S1].
• The advisory board provides privileged access to deal flow in AI, blockchain, and digital assets, supported by a broad network of private and public companies and financial sponsors [S1].
• The company plans to leverage secular trends such as cryptocurrency momentum and capital markets reshaping with digital assets to unlock acquisition opportunities [S1].
• The company must complete a Business Combination with an aggregate fair market value of at least 80% of the assets held in the Trust Account, excluding certain fees and taxes, and the transaction must be approved by a majority of independent directors [S1].
• The company may structure the Business Combination to acquire 50% or more of the voting securities of the target to maintain control and avoid registration as an investment company [S1].
• The company may issue additional securities or incur debt to finance the Business Combination if needed, with no prohibitions on such actions [S1].
• As of December 31, 2025, the company had $991,532 in cash and cash equivalents, current assets of $1,072,892, current liabilities of $83,500, resulting in a current ratio of 12.85 and a cash ratio of 11.87, indicating strong liquidity [S1].
• For the period from June 26, 2025 (inception) through December 31, 2025, the company reported net income of $2,019,588, primarily reflecting interest earned on cash and securities held in the Trust Account [S1].
• The company has a working capital surplus of $989,392 as of December 31, 2025 [S1].
• The company has incurred formation, general, and administrative costs, which are monitored by management to ensure sufficient capital to complete the Business Combination within the Completion Window [S1].
• Founder Shares and Private Placement Warrants are held by the Sponsor and certain insiders, which may create conflicts of interest in selecting a Business Combination target [S1].
• The company’s financial statements are audited by WithumSmith+Brown, PC, with no material changes to risk factors since the IPO prospectus [S1,S2].