Apex Treasury Corp 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective, Accordingly, management believes that the financial statements included in this Annual Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented. Management’s Report on Internal Controls Over Financial Reporting This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information None . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 62 Part III Item 10. Directors, Executive Officers and Corporate Governance Officers and Directors Our executive officers and directors are as follows: NAME AGE POSITION Ajmal Rahman 62 Co-Chief Executive Officer and Chairman Hugh Cochrane 61 Co-Chief Executive Officer and Director James McNaught-Davis 65 Head of Mergers and Acquisitions Paul Sykes 60 Chief Financial Officer William Mann 49 Director Stephen CuUnjieng 66 Director Betty Liu 53 Director Ajmal Rahman , 62, has served as our Co-Chief Executive Officer and Chairman of our board of directors since June 2025. Previously, Mr. Rahman served as Chairman of Celex Oncology Innovations Ltd from July 2020 to November 2021. From December 2016 to June 2020, Mr. Rahman served as Chairman of WElink Energy Investments (U.K.) Limited, a global renewable energy and infrastructure business. Prior to that, Mr. Rahman was Chief Executive Officer and Director of Antev Ltd, a UK-based biotechnology company focused on urological oncology, from September 2015 to January 2020. From July 2020 to November 2021, Mr. Rahman served as a director of Celex Oncology. Mr. Rahman began his career at Merrill Lynch in 1986, where he served until 2003 in senior investment banking roles across London, New York, and Hong Kong. Mr. Rahman earned a Master of Arts in Law from Pembroke College, University of Cambridge. We believe Mr. Rahman is qualified to serve on our board of directors because of his global financial markets experience. Hugh Cochrane , 61, has served as our Co-Chief Executive Officer and director on our board of directors since June 2025. Mr. Cochrane is currently the Managing Director of SVK Crypto GP and a Director of Cryptogon Management Ltd., positions he has held since co-founding Cryptogon EOS LP in April 2018. From August 2014 to April 2021, Mr. Cochrane was Co-Founder, Director and Chief Investment Officer of SVK Capital Management Ltd., a London-based investment advisory firm specializing in IPOs and global equity trading strategies. SVK Capital Management Ltd. entered voluntary administration in April 2021. Prior to this, he founded Villay Asset Management Ltd. in 2000, a firm focused on global equity and fixed income new issues, which he led until 2017. Mr. Cochrane was a founding investor and non-executive director of Plasticell Ltd., a UK-based stem cell technology company from 2006 to 2018. Mr. Cochrane currently serves on the board of Ordre International, a blockchain-enabled fashion technology company innovating in the luxury retail sector. Mr. Cochrane received a B.A. in Government and Foreign Affairs and Spanish from the University of Virginia. We believe Mr. Cochrane is qualified to serve on our board of directors because of his extensive business and investment experience. James McNaught-Davis , 65, has served as our Head of Mergers and Acquisitions since July 2025. Since September 2024, Mr. McNaught-Davis has held the position of Managing Partner and Founder of Sustainability Partners, a sustainability focused deal advisory and management consulting firm. He also serves as Chairman of the board of directors of HyOrc Corporation Inc., a U.S.-listed company providing hydrogen and methanol fueled engines to both the rail and stationary power sectors, since August 2024. Between April 2022 and September 2024, he also served as a Partner of Deep Energy Capital LLP, a specialist geothermal energy investment firm. From January 2017 to April 2022, Mr. McNaught-Davis was a Partner at Sustainability Investors, a sustainability focused private equity investment and advisory firm. From July 2007 and January 2017, he served as the Managing Partner of WHEB Partners LLP, a sustainability focused investment firm. Prior to that, he was a Partner at Advent Ventures from December 2001 to October 2007, overseeing investments in information technology and telecommunications technology sectors. Mr. McNaught-Davis transitioned to private equity in 1996, joining Warburg Pincus in New York as a Vice President and in 1998 was promoted to Managing Director and Partner in London until 2001. Prior to that, Mr. McNaught-Davis was an Executive Vice President at Misys Plc and a Corporate Development Officer at Guinness Plc. He began his professional career in financial services as an Assistant Manager at Schroders in Project Finance followed by a Vice President role at Merrill Lynch in Equity Capital Markets. Following his undergraduate degree, he served as a Lieutenant in the British Army, mostly stationed in Germany. Mr. McNaught-Davis earned a Master of Arts degree with honors from the University of Cambridge and a Master of Business Administration from the Wharton School of the University of Pennsylvania. Paul Sykes , 60, has served as our Chief Financial Officer since July 2025. Most recently, Mr. Sykes served as Chief Financial Officer of Springbig Holdings, Inc. from April 2021 to May 2025, a Nasdaq-listed SaaS platform for cannabis retailers, and led the company’s public listing via a de-SPAC merger. Prior to joining SpringBig, Mr. Sykes was Chief Financial Officer and Chief Operating Officer of Nordis Technologies from February 2018 through July 2020 and Chief Financial Officer of dmg information, the U.S. based business information group of London stock exchange listed DMGT plc, from 1997 to 2017. Mr. Sykes started his career with KPMG in the United Kingdom. 63 William Mann , 49, has served on our board of directors since October 27, 2025. In October 2024, Mr. Mann co-founded HarmoniQ Insights LLC, a micro venture capital fund investing at the intersection of data, finance, and technology, and currently serves as its Managing Partner. From January 2016 to September 2023, Mr. Mann served as a Senior Vice President at Two Sigma Investments LLC, leading initiatives to scale alpha modeling and integrate ML and AI into the firm’s research workflows. Prior to Two Sigma Investments LLC, Mr. Mann held leadership roles at Bloomberg LP and AQR Capital Management. Mr. Mann began his career in public accounting. Mr. Mann earned a B.S. degree in accounting from Tulane University. We believe Mr. Mann is qualified to serve on our board of directors because of his finance experience. Stephen CuUnjieng , 66, has served on our board of directors since March 13, 2026. Mr. CuUnjieng is a senior financier and board member with deep relationships throughout Asia within the financial sponsor, entrepreneur, and corporate communities. Since September 2025, Mr. CuUnjieng has served as the Lead Independent Director of First Philippine Holdings Corporation, a holding company with principal interests in the renewable energy sector. Since July 2025, Mr. CuUnjieng has served as an independent director of Maharlika Investment Fund, the Philippine’s sovereign wealth fund, and as Chairman of its Investment Committee. Between 2020 and 2022, Mr. CuUnjieng served as a board member of AvePoint (Nasdaq: AVPT), a data security company, and, between 2022 and 2023, he served as an advisor to the board. From 2011 to 2020, Mr. CuUnjieng served as the Chairman and Chief Executive Officer of Evercore Asia, a subsidiary of Evercore Inc. (NYSE: EVR), a global independent investment banking advisory firm. Prior to Evercore, Mr. CuUnjieng was at Macquarie Group from 2004 to 2009, where he most recently served as Vice Chairman—Association of Southeast Asian Nations (“ASEAN”). Mr. CuUnjieng was also a Managing Director and Head of Power and Energy at Merrill Lynch Asia Pacific, from 1996 to 2000, and has held senior investment banking positions at Salomon Brothers Hong Kong, Morgan Grenfell Asia and PCIBank (formerly PSE: PCI). We believe Mr. CuUnjieng is qualified to serve on our board of directors because of his extensive experience in the banking industry. Betty Liu , 54, has served on our board of directors since October 27, 2025. Most recently, Ms. Liu served on the board of global beauty leader, L’Occitane International, from October 2022 to November 2024, where she was a member of the Remuneration, Nomination & Governance, and Sustainability Committees. From November 2023 to January 2025, she served as Independent Board Director and Chairman of the Compensation Committee at Captivision, Inc. (Nasdaq:CAPT), a global manufacturer of large-scale digital media glass that went public in November 2023 through a deSPAC transaction with Jaguar Global Growth Corporation where she previously served as an Advisor. From July 2021 to August 2023, she served as Senior Advisor to Black Spade Acquisition Corp. which completed its deSPAC transaction with VinFast (Nasdaq:VFS), the leading auto manufacturer in Vietnam and a member of the conglomerate, Vingroup. Previously, Ms. Liu was the Chair and Chief Executive Officer of D and Z Media Acquisition Corp., a NYSE-listed special purpose acquisition company focused on the media and education technology sectors, from January 2021 to January 2023. From July 2018 to December 2020, Ms. Liu was Executive Vice Chair of the New York Stock Exchange and Chief Experience Officer at Intercontinental Exchange. Previously, Ms. Liu was the Founder and Chief Executive Officer of Radiate, an edtech platform focused on training millennials in soft skills, from March 2016 to June 2018. Ms. Liu began her career in journalism and has deep expertise in financial storytelling and public company communications. Ms. Liu earned a B.A. degree in English from the University of Pennsylvania. We believe Ms. Liu is qualified to serve on our board of directors because of her public company board service and SPAC experience. Number and Terms of Office of Officers and Directors Our board of directors consists of five members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, consisting of Stephen CuUnjieng , will expire at our first annual general meeting. The term of office of the second class of directors, consisting of William Mann and Betty Liu, will expire at the second annual general meeting. The term of office of the third class of directors, consisting of Ajmal Rahman and Hugh Cochrane, will expire at the third annual general meeting. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association. Director Independence The rules of Nasdaq require that a majority of our board of directors be independent within one year of our initial public offering. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Our board of directors has determined that each of William Mann, Stephen CuUnjieng and Betty Liu is an “independent director” as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. 64 Committees of the Board of Directors Our board of directors has two standing committees: an audit committee and a compensation committee. Each of our audit committee and our compensation committee are composed solely of independent directors. Subject to phase-in rules, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that was approved by our board of directors and has the composition and responsibilities described below. The charter of each committee is available on our website. Audit Committee The members of our audit committee are William Mann, Stephen CuUnjieng and Betty Liu. Under Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each of William Mann, Stephen CuUnjieng and Betty Liu meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act. William Mann serves as chair of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that William Mann qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise. We have adopted an audit committee charter, which details the principal functions of the audit committee, including: ● assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; ● pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence; ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; ● meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and ● reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. 65 Compensation Committee The members of our compensation committee are Betty Liu and Stephen CuUnjieng. Under Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. Each of Betty Liu and Stephen CuUnjieng is independent. Betty Liu chairs the compensation committee. We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer based on such evaluation; ● reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; ● producing a report on executive compensation to be included in our annual proxy statement; and ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. Notwithstanding the foregoing, other than the payment of $20,000 per month to our Sponsor for office space and administrative support services and reimbursement of expenses and the payment of $10,000 per month to our Chief Financial Officer for his services as the Chief Financial Officer, we currently have no agreements to pay compensation of any kind, including finders, consulting or other similar fees, to any of our existing shareholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial Business Combination. Accordingly, it is likely that prior to the consummation of an initial Business Combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial Business Combination. The compensation committee charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. 66 Director Nominations We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605(e) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by our board of directors. Our board of directors believes that our independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who participate in the consideration and recommendation of director nominees are William Mann, Stephen CuUnjieng and Betty Liu. In accordance with Rule 5605 of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place. The board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for appointment to our board of directors should follow the procedures set forth in our amended and restated memorandum and articles of association. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors. Compensation Committee Interlocks and Insider Participation None of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors. Code of Business Conduct and Ethics, Insider Trading Policy and Committee Charters We have adopted a Code of Ethics applicable to our directors, officers and employees. We have filed a copy of our Code of Ethics as an exhibit to this Form 10-K. You are able to review this document by accessing our public filings at the SEC’s web site at www.sec.gov . In addition, a copy of the Code of Ethics and the charters of the committees of our board of directors can be provided without charge upon request from us. If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Form 10-K or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only. We have also adopted a policy regarding insider training and dissemination of inside information (the “Insider Trading Policy”) governing the purchase, sale, and other disposition of our securities by our directors, officers, and employees as well as by the Company that we believe is reasonably designed to promote compliance with insider trading laws, rules, and regulations and listing standards applicable to the Company. A copy of our Insider Trading Policy is filed as Exhibit 19 to this Form 10-K. Limitation on Liability and Indemnification of Officers and Directors Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We have purchased a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. 67 Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate an initial Business Combination. Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors. Item 11. Executive Compensation. None of our directors has received any cash compensation for services rendered. We pay our Sponsor $20,000 for office space and administrative support services to members of our management team until the consummation of our initial Business Combination. We pay our Chief Financial Officer $10,000 per month for his services as the Chief Financial Officer. Except for the foregoing payments to our Sponsor and Chief Financial Officer, we currently have no agreements to pay compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, to our Sponsor, officers and directors, or any affiliate of theirs, for services rendered prior to, or for any services rendered in order to effectuate, the consummation of our initial Business Combination (regardless of the type of transaction that it is). However, these individuals will be entitled to certain payments including, but not limited to, reimbursement for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee reviews on a quarterly basis all payments that were made to our Sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. Other than quarterly audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial Business Combination. After the completion of our initial Business Combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed initial Business Combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial Business Combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial Business Combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial Business Combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial Business Combination will be a determining factor in our decision to proceed with any potential Business Combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. 68 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters. The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 26, 2026, by: ● each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; ● each of our officers and directors; and ● all our officers and directors as a group. Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all ordinary shares beneficially owned by them. The following table does not reflect beneficial ownership of the Public Warrants or Private Placement Warrants as these warrants are not exercisable within 60 days of the date of this Form 10-K. We have based our calculation of the percentage of beneficial ownership on 34,470,000 Class A Ordinary Shares and 11,490,000 Class B Ordinary Shares issued and outstanding as of March 26, 2026. Class A Class B Ordinary Shares Ordinary Shares Approximate Number of Number of Percentage of Shares Approximate Shares Approximate Outstanding Beneficially Percentage of Beneficially Percentage of Ordinary Name and Address of Beneficial Owner (1) Owned Class Owned (2) Class Shares Directors and Officers Ajmal Rahman (3) - - 11,120,000 96.8 % 24.2 % Hugh Cochrane (3) - - 11,120,000 96.8 % 24.2 % James McNaught-Davis - - - - - Paul Sykes - - 100,000 * * William Mann - - 30,000 * * Stephen CuUnjieng - - 30,000 * * Betty Liu - - 30,000 * * All officers and directors as a group (7 individuals) - - 11,490,000 100.0 % 25.0 % Five Percent Holders Apex Treasury Sponsor LLC (3) - - 11,120,000 96.8 % 19.8 % Adage Capital Management, L.P. (4) 2,250,000 6.5 % - - 4.9 % Meteora Capital, LLC (5) 2,739,443 7.9 % - - 6.0 % * Less than 1% (1) Unless otherwise noted, the business address of each of the following entities or individuals is c/o Apex Treasury Corporation, 2035 Regatta Drive, Vero Beach, Florida 32963. (2) Interests shown consist solely of Founder Shares, classified as Class B Ordinary Shares. Such shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of our initial Business Combination, or earlier at the option of the holders thereof, on a one-for-one basis, subject to adjustment. (3) Apex Treasury Sponsor LLC is the record holder of the shares reported herein. Ajmal Rahman and Hugh Cochrane are managers of Apex Treasury Sponsor LLC and have voting and investment discretion over the securities held by Apex Treasury Sponsor LLC. (4) According to a Schedule 13G filed with the SEC on February 12, 2026 by (i) Adage Capital Management, L.P., a Delaware limited partnership (“ACM”), as the investment manager of Adage Capital Partners, L.P., a Delaware limited partnership (“ACP”), with respect to the shares directly held by ACP; (ii) Robert Atchinson (“Mr. Atchinson”), as (1) managing member of Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware (“ACA”), managing member of Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware (“ACPGP”), general partner of ACP and (2) managing member of Adage Capital Partners LLC, a Delaware limited liability company (“ACPLLC”), general partner of ACM, with respect to the shares directly held by ACP; and (iii) Phillip Gross (“Mr. Gross”), as (1) managing member of ACA, managing member of ACPGP and (2) managing member of ACPLLC, general partner of ACM, with respect to the shares held by ACP. The address of the principal business office for each of the foregoing is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116. (5) According to a Schedule 13G filed with the SEC on February 13, 2026 by Meteora Capital, LLC, a Delaware limited liability company (“Meteora Capital”), with respect to the shares held by (i) certain funds and managed accounts to which Meteora Capital serves as investment manager (collectively, the “Meteora Funds”); and (ii) Vik Mittal, who serves as the Managing Member of Meteora Capital, with respect to the shares held by the Meteora Funds. The address of the principal business office for each of the foregoing is 1200 N Federal Hwy, #200, Boca Raton FL 33432. 69 Item 13. Certain Relationships and Related Transactions, and Director Independence Founder Shares On June 30, 2025, our Sponsor purchased an aggregate of 9,583,333 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.003 per share. In July 2025, our Sponsor transferred 30,000 Founder Shares to each of our then independent directors nominees (for an aggregate of 90,000 Founder Shares), 50,000 Founder Shares to each of our advisors (for an aggregate of 150,000 Founder shares) and 100,000 Founder Shares to our Chief Financial Officer at the same per-share price that our Sponsor purchased such shares, or approximately $0.003 per share, resulting in our Sponsor holding 9,243,333 Founder Shares. In March 2026, our Sponsor transferred 30,000 Founder Shares to an independent director, resulting in our Sponsor holding 11,120,000 Founder Shares. The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 25% of the outstanding shares after the IPO. Private Placement Warrants Our Sponsor and Cohen purchased an aggregate of 8,894,000 Private Placement Warrants for an aggregate purchase price of $8,894,000, or $1.00 per warrant, in a private placement that occurred simultaneously with the closing of the IPO. Of those 8,894,000 Private Placement Warrants, our Sponsor purchased 5,447,000 Private Placement Warrants and Cohen purchased 3,447,000 Private Placement Warrants. The Private Placement Warrants are identical to the warrants sold as part of the Units in the IPO except that, so long as they are held by our Sponsor, Cohen or their respective permitted transferees, (i) may not (including the underlying securities), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial Business Combination, (ii) and will be entitled to registration rights and (iii) with respect to Private Placement Warrants held by Cohen and/or their respective designees, will not be exercisable more than five years from the commencement of sales in the IPO in accordance with FINRA Rule 5110(g)(8). A portion of the purchase price of the Private Placement Warrants were added to the proceeds from the IPO to be held in the Trust Account such that $344,700,000 is held in the Trust Account. If we do not complete our initial Business Combination within the Completion Window, the Private Placement Warrants will expire worthless. The Private Placement Warrants and Private Placement Warrants are subject to the transfer restrictions described above. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the units being sold in the IPO. Administrative Services and Indemnification Agreement We entered into an Administrative Services and Indemnification Agreement with our Sponsor in connection with the IPO. Pursuant to the terms of that agreement, we agreed to pay our Sponsor $20,000 per month for office space and administrative support services provided to us and members of our management team. Upon completion of our initial Business Combination or our liquidation, we will cease paying these monthly fees. Except for the foregoing payment to our Sponsor, and the $10,000 per month we pay to our Chief Financial Officer for his services as the Chief Financial Officer, we currently have no agreements to pay compensation of any kind, including finder’s and consulting fees, to our Sponsor, executive officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial Business Combination without shareholder approval. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates. Promissory Note On June 30, 2025 the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “Note”). The Note is non-interest bearing, unsecured and due on the earlier of December 31, 2025 or the closing of the IPO. As of December 31, 2025, there are no amounts outstanding and no further borrowings are permitted under the Note. 70 Working Capital Loans In addition, in order to finance transaction costs in connection with an intended initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required on a non-interest basis. If we complete an initial Business Combination, we would repay such loaned amounts. In the event that the initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into Private Placement Warrants at a price of $1.00 per warrant, at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercisability and exercise price. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. Except for the foregoing, the terms of such working capital loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2025, the Company had no borrowings under the working capital loans. Any of the foregoing payments to our Sponsor, repayments of loans from our Sponsor or repayments of working capital loans prior to our initial Business Combination will be made using funds held outside the Trust Account. After our initial Business Combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy materials or tender offer documents, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer documents or at the time of a shareholder meeting held to consider our initial Business Combination, as applicable, as it will be up to the directors of the post-Business Combination entity to determine executive and director compensation. Registration Rights Agreement The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the working capital loans), are entitled to registration rights pursuant to a registration rights agreement signed in connection with the IPO. These holders are entitled to certain demand and “piggyback” registration rights. We will bear the expenses incurred in connection with the filing of any such registration statements. Transfer Agency and Trustee Services Agreement Our Transfer Agency and Trustee Services Agreement with Efficiency, dated as of August 21, 2025, or the TATSA, states that Efficiency may receive a fee from the designated asset manager that manages the Trust Account. The TATSA further provides that Efficiency would share some or all of such fee with our Sponsor. In December 2025, our Sponsor informed the Audit Committee of our board of directors that, under a separate agreement it had with Efficiency, Efficiency would make a monthly payment to our Sponsor out of such fee in an amount equal to 9 basis points of the amount held in the Trust Account from time to time, or approximately $25,000 to $27,000 per month. On March 5, 2026, following discussions with the Audit Committee, our Sponsor entered into a letter agreement with us pursuant to which our Sponsor transferred the $81,035.81 it had already received from Efficiency into our operating account and instructed Efficiency to pay all future amounts directly into our operating account. The letter agreement, which is filed as Exhibit 10.10 to this Annual Report, provides that these funds will only be used for the same purposes, and only be expended subject to the same internal controls and procedures, as the $1,300,000 of IPO proceeds initially transferred into our operating account. The payments received from Efficiency do not reduce the principal or interest held in the Trust Account. Item 14. Principal Accounting Fees and Services. The firm of WithumSmith+Brown, PC (“Withum”) acts as our independent registered public accounting firm. The following is a summary of fees paid to Withum for services rendered. Audit Fees . During the period from June 26, 2025 (inception) through December 31, 2025, fees for our independent registered public accounting firm were $122,595 for the services Withum performed in connection with our Initial Public Offering and the audit of our December 31, 2025 financial statements included in this Form 10-K. Audit-Related Fees. During the period from June 26, 2025 (inception) through December 31, 2025, our independent registered public accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements. Tax Fees . During the period from June 26, 2025 (inception) through December 31, 2025, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning. All Other Fees . During the period from June 26, 2025 (inception) through December 31, 2025, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above. Pre-Approval Policy Our audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). 71 Part IV Item 15. Exhibits, Financial Statement Schedules. (a) The following documents are filed as part of this Form 10-K: 1. Financial Statements: See “Index to Financial Statements” at “Item 8. Financial Statements and Supplementary Data” herein. (b) Financial Statement Schedules. All schedules are omitted for the reason that the information is included in the financial statements or the notes thereto or that they are not required or are not applicable. (c) Exhibits: The exhibits listed in the Exhibit Index below are filed or incorporated by reference as part of this Form 10-K. Exhibit Index Number Description 3.1 Amended and Restated Memorandum and Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-42916), filed with the SEC on October 31, 2025). 4.1 Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-289485), filed with the SEC on October 1, 2025). 4.2 Specimen Class A Ordinary Shares Certificate (incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-289485), filed with the SEC on October 1, 2025). 4.3 Specimen Warrant Certificate (incorporated by reference to Exhibit 4.4 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-289485), filed with the SEC on October 1, 2025). 4.4 Warrant Agreement, dated October 27, 2025, by and between the Registrant and Lucky Lucko, Inc. d/b/a Efficiency, as warrant agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-42916), filed with the SEC on October 31, 2025). 4.5* Description of Securities. 10.1 Letter Agreement, dated October 27, 2025, by and among the Registrant, Apex Treasury Sponsor LLC and each of the executive officers, directors and advisors of the Registrant (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-42916), filed with the SEC on October 31, 2025). 10.2 Investment Management Trust Agreement, dated October 27, 2025, by and between the Registrant and Lucky Lucko, Inc. d/b/a Efficiency, as trustee (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-42916), filed with the SEC on October 31, 2025). 10.3 Registration Rights Agreement, dated October 27, 2025, by and among the Registrant, Apex Treasury Sponsor LLC and the other holders party thereto (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No. 001-42916), filed with the SEC on October 31, 2025). 10.4 Private Placement Warrants Purchase Agreement, dated October 27, 2025, by and between the Registrant and Apex Treasury Sponsor LLC (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File No. 001-42916), filed with the SEC on October 31, 2025). 10.5 Private Placement Warrants Purchase Agreement, dated October 27, 2025, by and between the Registrant and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K (File No. 001-42916), filed with the SEC on October 31, 2025). 10.6 Form of Indemnity Agreement (incorporated by reference to Exhibit 10.6 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-289485), filed with the SEC on October 1, 2025). 72 10.7 Administrative Services and Indemnification Agreement, dated October 27, 2025, by and between the Registrant and Apex Treasury Sponsor LLC (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K (File No. 001-42916), filed with the SEC on October 31, 2025). 10.8 Promissory Note issued to Apex Treasury Sponsor LLC (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1 (File No. 333-289485), filed with the SEC on August 11, 2025). 10.9 Securities Subscription Agreement between Apex Treasury Sponsor LLC and the Registrant (incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1 (File No. 333-289485), filed with the SEC on August 11, 2025). 10.10* Letter Agreement, dated March 5, 2026, by and between Apex Treasury Sponsor LLC and the Registrant. 14.1 Form of Code of Ethics (incorporated by reference to Exhibit 14.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-289485), filed with the SEC on October 1, 2025). 19* Insider Trading Policy. 24.1* Power of Attorney (included on the signature pages herein). 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1* Policy relating to the recovery of erroneously awarded compensation. 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) * Filed herewith. ** Furnished herewith. Item 16. Form 10-K Summary None. 73 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. APEX TREASURY CORPORATION By: /s/ Hugh Cochrane Name: Hugh Cochrane Title: Co-Chief Executive Officer and Director (Co-Principal Executive Officer) Dated: March 26, 2026 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Hugh Cochrane, Ajmal Rahman, and Paul Sykes, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name or for her and in her name, place and stead, in any and all capacities, to sign any and all amendments to this Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Form 10-K has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Name Title Date /s/ Hugh Cochrane Co-Chief Executive Officer and Director March 26, 2026 Hugh Cochrane (Co- Principal Executive Officer) /s/ Ajmal Rahman Co-Chief Executive Officer and Chairman March 26, 2026 Ajmal Rahman (Co-Principal Executive Officer) /s/ Paul Sykes Chief Financial Officer March 26, 2026 Paul Sykes (Principal Financial and Principal Accounting Officer) /s/ William Mann Director March 26, 2026 William Mann /s/ Stephen T. CuUnjieng Director March 26, 2026 Stephen T. CuUnjieng /s/ Betty Liu Director March 26, 2026 Betty Liu 74 APEX TREASURY CORPORATION INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID 100) F-2 Financial Statements: Balance Sheet as of December 31, 2025 F-3 Statement of Operations for the period from June 26, 2025 (Inception) through December 31, 2025 F-4 Statement of Changes in Shareholders’ Deficit for the period from June 26, 2025 (Inception) through December 31, 2025 F-5 Statement of Cash Flows for the period from June 26, 2025 (Inception) through December 31, 2025 F-6 Notes to Financial Statements F-7 to F-22 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Apex Treasury Corporation: Opinion on the Financial Statements We have audited the accompanying balance sheet of Apex Treasury Corporation (the “Company”) as of December 31, 2025, and the related statements of operations, changes in shareholders’ deficit, and cash flows for the period from June 26, 2025 (inception) through December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the period from June 26, 2025 (inception) through December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as the Company’s auditor since 2025. New York, New York March 26, 2026 PCAOB ID Number 100 F- 2 APEX TREASURY CORPORATION BALANCE SHEET DECEMBER 31, 2025 Assets: Current Assets Cash $ 991,532 Prepaid insurance 81,360 Total Current Assets 1,072,892 Long-term prepaid insurance 67,800 Cash and securities held in Trust Account 346,990,935 Total Assets $ 348,131,627 Liabilities and Shareholders’ Deficit Current Liabilities Accounts payable and accrued expenses $ 8,500 Accrued offering costs 75,000 Total Current Liabilities 83,500 Deferred underwriting fee payable 13,788,000 Total Liabilities 13,871,500 Commitments and Contingencies (Note 7) Class A ordinary shares subject to possible redemption, $ 0.0001 par value; 34,470,000 shares at redemption value of $ 10.07 per share 346,990,935 Shareholders’ Deficit Preference shares, $ 0.0001 par value; 5,000,000 shares authorized; no shares issued or outstanding — Class A ordinary shares, $ 0.0001 par value; 500,000,000 shares authorized; no shares issued or outstanding (excluding 34,470,000 shares subject to possible redemption) — Class B ordinary shares, $ 0.0001 par value; 50,000,000 shares authorized; 11,490,000 shares issued and outstanding (1)(2) 1,149 Additional paid-in capital — Accumulated deficit ( 12,731,957 ) Total Shareholders’ Deficit ( 12,730,808 ) Total Liabilities and Shareholders’ Deficit $ 348,131,627 (1) Includes an aggregate of up to 1,500,000 founder shares subject to forfeiture if the over-allotment option is exercised in full or in part by the underwriters. On October 27, 2025, the Company effected a share capitalization of 1,916,667 founder shares, resulting in the initial shareholders holding an aggregate of 11,500,000 founder shares. All share and per share amounts have been retroactively restated (Note 6). (2) On October 28, 2025, the underwriters partially exercised their over-allotment option and forfeited the unexercised balance. As a result of the partial exercise and the forfeiture of the over-allotment option by the underwriters, 1,490,000 founder shares are no longer subject to forfeiture and 10,000 founder shares were forfeited by the Sponsor, resulting in the initial shareholders holding an aggregate of 11,490,000 founder shares (Note 6). The accompanying notes are an integral part of this financial statement. F- 3 APEX TREASURY CORPORATION STATEMENT OF OPERATIONS FOR THE PERIOD FROM JUNE 26, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Formation, general and administrative costs $ 271,347 Loss from operations ( 271,347 ) Other income: Interest earned on cash and securities held in Trust Account 2,290,935 Other income 2,290,935 Net income $ 2,019,588 Basic and diluted weighted average shares outstanding of Class A Ordinary Shares 11,551,117 Basic and diluted net income per ordinary share, Class A Ordinary Shares $ 0.09 Basic weighted average shares outstanding of Class B Ordinary Shares (1)(2) 10,499,309 Basic net income per ordinary share, Class B Ordinary Shares $ 0.09 Diluted weighted average shares outstanding of Class B Ordinary Shares (1)(2) 10,721,223 Diluted net income per ordinary share, Class B Ordinary Shares $ 0.09 (1) Excludes an aggregate of up to 1,500,000 founder shares subject to forfeiture if the over-allotment option is exercised in full or in part by the underwriters. On October 27, 2025, the Company effected a share capitalization of 1,916,667 founder shares, resulting in the initial shareholders holding an aggregate of 11,500,000 founder shares, All share and per share amounts have been retroactively restated (Note 6). (2) On October 28, 2025, the underwriters partially exercised their over-allotment option and forfeited the unexercised balance. As a result of the partial exercise and the forfeiture of the over-allotment option by the underwriters, 1,490,000 founder shares are no longer subject to forfeiture and 10,000 founder shares were forfeited by the Sponsor, resulting in the initial shareholders holding an aggregate of 11,490,000 founder shares (Note 6). The accompanying notes are an integral part of this financial statement. F- 4 APEX TREASURY CORPORATION STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE PERIOD FROM JUNE 26, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Class A Ordinary Shares Class B Ordinary Shares Additional Paid-in Accumulated Total Shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance — June 26, 2025 (inception) — $ — — $ — $ — $ — $ — Issuance of Class B shares to Sponsor (1)(2) — — 11,500,000 1,150 23,850 — 25,000 Accretion for Class A ordinary shares to redemption amount — — — — ( 18,277,165 ) ( 14,751,545 ) ( 33,028,710 ) Sale of Private Placement Warrants — — — — 8,894,000 — 8,894,000 Fair value of Public Warrants at issuance — — — — 9,996,300 — 9,996,300 Allocated value of transaction costs to Class A shares — — — — ( 636,986 ) — ( 636,986 ) Forfeiture of Founder Shares (2) — — ( 10,000 ) ( 1 ) 1 — — Net income — — — — — 2,019,588 2,019,588 Balance – December 31, 2025 — $ — 11,490,000 $ 1,149 $ — $ ( 12,731,957 ) $ ( 12,730,808 ) (1) Includes an aggregate of up to 1,500,000 founder shares subject to forfeiture if the over-allotment option is exercised in full or in part by the underwriters. On October 27, 2025, the Company effected a share capitalization of 1,916,667 founder shares, resulting in the initial shareholders holding an aggregate of 11,500,000 founder shares. All share and per share amounts have been retroactively restated (Note 6). (2) On October 28, 2025, the underwriters partially exercised their over-allotment option and forfeited the unexercised balance. As a result of the partial exercise and the forfeiture of the over-allotment option by the underwriters, 1,490,000 founder shares are no longer subject to forfeiture and 10,000 founder shares were forfeited by the Sponsor, resulting in the initial shareholders holding an aggregate of 11,490,000 founder shares (Note 6). The accompanying notes are an integral part of this financial statement. F- 5 APEX TREASURY CORPORATION STATEMENT OF CASH FLOWS FOR THE PERIOD FROM JUNE 26, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Cash Flows from Operating Activities: Net income $ 2,019,588 Adjustments to reconcile net income to net cash used in operating activities: Payment of formation, general, and administrative costs through promissory note – related party 42,344 Interest earned on cash and securities held in Trust Account ( 2,290,935 ) Change in operating assets and liabilities: Prepaid insurance ( 149,160 ) Accounts payable and accrued expenses 8,500 Net cash used in operating activities ( 369,663 ) Cash Flows from Investing Activities: Investment of cash into Trust Account ( 344,700,000 ) Net cash used in investing activities ( 344,700,000 ) Cash Flows from Financing Activities: Proceeds from sale of Units, net of underwriting discounts paid 337,806,000 Proceeds from sale of Private Placements Warrants 8,894,000 Repayment of promissory note - related party ( 224,211 ) Payment of offering costs ( 414,594 ) Net cash provided by financing activities 346,061,195 Net Change in Cash 991,532 Cash – Beginning of period — Cash – End of period $ 991,532 Non-cash investing and financing activities: Offering costs included in accrued offering costs $ 75,000 Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares $ 25,000 Deferred offering costs paid through promissory note – related party $ 181,867 Deferred underwriting fee payable $ 13,788,000 Forfeiture of Founder Shares $ 1 The accompanying notes are an integral part of this financial statement. F- 6 APEX TREASURY CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, LIQUIDITY AND CAPITAL RESOURCES Apex Treasury Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on June 26, 2025 . The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company may pursue an initial Business Combination in any business or industry but expect to target opportunities and companies that are in the blockchain & digital assets, crypto treasury strategies, AI, B2B software, data services, renewable energy, and build-to-rent real estate assets sectors. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2025, the Company had not commenced any operations. All activity for the period from June 26, 2025 (inception) through December 31, 2025 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statements for the Company’s Initial Public Offering became effective pursuant to Section 8(a) of the Securities Act on October 27, 2025. On October 29, 2025, the Company consummated the Initial Public Offering of 34,470,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which includes the partial exercise by the underwriters of their over-allotment option in the amount of 4,470,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 344,700,000 . Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (each, a “Public Warrant”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,894,000 warrants (the “Private Placement Warrants”) at a price of $ 1.00 per Private Placement Warrant, in a private placement to the Company’s sponsor, Apex Treasury Sponsor LLC (the “Sponsor”) and Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC (“Cohen”), as representative of the underwriters, generating gross proceeds of $ 8,894,000 . Of those 8,894,000 Private Placement Warrants, the Sponsor purchased 5,447,000 Private Placement Warrants, and Cohen purchased 3,447,000 Private Placement Warrants. Each whole Private Placement Warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment, terms, and limitations as described in the Company’s prospectus. Transaction costs amounted to $ 21,407,663 , consisting of $ 6,894,000 of cash underwriting fee, $ 13,788,000 of deferred underwriting fee, and $ 725,663 of other offering costs. Following the closing of the Initial Public Offering, on October 29, 2025, an amount of $ 344,700,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units and the Private Placement Warrants was placed in the trust account (the “Trust Account”), with U.S.-based trust account, Lucky Lucko, Inc. d/b/a Efficiency, acting as trustee. The funds may only be invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the management team’s ongoing assessment of all factors related to the Company’s potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as the Company’s board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Company’s Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80 % of the value of the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). F- 7 APEX TREASURY CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity . The Company will proceed with a Business Combination only if a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all. Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % or more of the Public Shares, without the prior consent of the Company. The Sponsor, officers, directors, and advisors have agreed to waive their redemption rights with respect to any Founder Shares (as defined in Note 6) held and any Public Shares they may acquire during or after the Initial Public Offering in connection with the completion of Business Combination, except that Public Shares held by the initial shareholders will be subject to mandatory redemption upon any diminution of the Trust Account in connection with an extension, and such shares will be entitled to redemption at a price equal to the per share redemption value then held in the Trust Account in connection therewith. The Company will have until 24 months from the closing of the Initial Public Offering to complete a Business Combination. However, the Company anticipates that it may not be able to consummate a Business Combination within such period, the Company may, but is not obligated to, by resolution of the board if requested by the initial shareholders, extend the period of time to consummate a Business Combination the Company may seek shareholder approval to amend the amended and restated memorandum and articles of association to extend the date by which the Company must consummate the initial Business Combination. If the Company seeks shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares, regardless of whether they abstain, vote for, or against, the Company’s initial Business Combination, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (which interest shall be net of taxes paid or payable, divided by the number of then issued and outstanding public shares, subject to applicable law). There is no limit on the number or length of extensions that the Company may seek; however, the Company does not expect to extend the time period to consummate the initial Business Combination beyond 36 months from the closing of the Initial Public Offering. If the Company determines not to or is unable to extend the time period to consummate the initial Business Combination or fails to obtain shareholder approval to extend, the Sponsor, management team and other initial shareholders will lose their entire investment in the Founder Shares and the Company’s Private Placement Warrants, except to the extent they entitle the holders thereof to receive liquidating distributions from assets outside the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per Public Share due to reductions in the value of the trust assets, in each case less taxes payable and up to $ 100,000 of interest to pay liquidation expenses, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). F- 8 APEX TREASURY CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Liquidity and Capital Resources At December 31, 2025, the Company had $ 991,532 cash and a working capital surplus of $ 989,392 . In order to finance transaction costs in connection with the initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes the initial Business Combination, the Company will repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, including the repayment of loans from the Sponsor to pay for any amount deposited to pay for any extension of the time to complete the initial Business Combination, but no proceeds from the Trust Account would be used for such repayment. Up to $ 1,500,000 of such loans may be convertible into warrants, at a price of $ 1.00 per warrant at the option of the lender, upon consummation of the initial Business Combination. The warrants would be identical to the Private Placement Warrants. The terms of such loans by the Company’s officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. There are no such outstanding related party loans as of December 31, 2025. In connection with the Company’s assessment of going concern in accordance with FASB ASC 205-40, Presentation of Financial Statements - Going Concern , the Company does not believe it will need to raise additional funds in order to meet the expenditures required to operate its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. Management has determined that upon the consummation of the Initial Public Offering and the sale of the Private Placement Warrants, the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the financial statements. NOTE 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. Risks and Uncertainties The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, the Company is eligible take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. F- 9 APEX TREASURY CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 991,532 cash and no cash equivalents as of December 31, 2025. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, result of operations, and cash flows. Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, Expenses of Offering . Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, Debt with Conversion and Other Options , addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, prorate, allocating the Initial Public Offering proceeds to the assigned value of the warrants and to the Class A ordinary shares. Offering costs allocated to the Class A ordinary shares are charged to temporary equity and offering costs allocated to the Public and Private Placement Warrants are charged to shareholders’ deficit as Public and Private Placement Warrants after management’s evaluation are accounted for under equity treatment. Transaction costs amounted to $ 21,407,663 , consisting of $ 6,894,000 of cash underwriting fee, $ 13,788,000 of deferred underwriting fee, and $ 725,663 of other offering costs. F- 10 APEX TREASURY CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Income Taxes The Company accounts for income taxes under FASB ASC 740, Income Taxes (“FASB ASC 740”). FASB ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. FASB ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. FASB ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on June 26, 2025, the evaluation was performed for the upcoming 2025 tax year which will be the only period subject to examination. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2025. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There are no taxes in the Cayman Islands, and accordingly, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement , approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC Topic 480, Distinguishing Liabilities from Equity (“FASB ASC 480”), and FASB ASC Topic 815, Derivatives and Hedging (“FASB ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to FASB ASC 480, meet the definition of a liability pursuant to FASB ASC 480, and whether the warrants meet all of the requirements for equity classification under FASB ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statement of operations. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values. As of December 31, 2025, there were 17,235,000 Public Warrants and 8,894,000 Private Placement Warrants outstanding. F- 11 APEX TREASURY CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and are accounted for as a liability pursuant to FASB ASC 480 if not fully exercised at the time of the Initial Public Offering. On October 28, 2025, the underwriters partially exercised their over-allotment option in the amount of 4,470,000 Units as part of the closing of the Initial Public Offering and forfeited the remaining 30,000 Units on October 29, 2025. As such, as of December 31, 2025, no over-allotment option liability is recognized in the Company’s balance sheet. Share-Based Payment Arrangements The Company accounts for share awards in accordance with FASB ASC 718, Compensation—Stock Compensation (“FASB ASC 718”), which requires that all equity awards be accounted for at their “fair value.” Fair value is measured on the grant date and is equal to the underlying value of the share. Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, in the period of grant for awards that vest immediately and have no future service condition, or in the period the awards vest immediately after meeting a performance condition becomes probable (i.e., the occurrence of a Business Combination). For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited. Class A Ordinary Shares Subject to Possible Redemption The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 344,700,000 Less: Proceeds allocated to Public Warrants ( 9,996,300 ) Public Shares issuance costs ( 20,741,475 ) Plus: Remeasurement of carrying value to redemption value 33,028,710 Class A ordinary shares subject to possible redemption, December 31, 2025 $ 346,990,935 F- 12 APEX TREASURY CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Net Income per ordinary share Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding Class B ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 1,500,000 Class B ordinary shares that would have been subject to forfeiture had the over-allotment option not been exercised by the underwriters (see Note 6). For the period from June 26, 2025 (inception) through December 31, 2025, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income Class B per ordinary share is the same as basic net income per Class B ordinary share for the period presented. For the Period from June 26, 2025 (Inception) through December 31, 2025 Class A Class B Basic net income per ordinary share Numerator: Allocation of net income, as adjusted $ 1,057,961 $ 961,627 Denominator: Basic weighted average ordinary shares outstanding 11,551,117 10,499,309 Basic net income per ordinary share $ 0.09 $ 0.09 For the Period from June 26, 2025 (Inception) through December 31, 2025 Class A Class B Diluted net income per ordinary share Numerator: Allocation of net income, as adjusted $ 1,047,420 $ 972,168 Denominator: Diluted weighted average ordinary shares outstanding 11,551,117 10,721,223 Diluted net income per ordinary share $ 0.09 $ 0.09 F- 13 APEX TREASURY CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Recent Accounting Standards In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering on October 29, 2025, the Company sold 34,470,000 Units, which includes the partial exercise by the underwriters of their over-allotment option in the amount of 4,470,000 Units, at a purchase price of $ 10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $ 11.50 per share, subject to adjustment (see Note 8). NOTE 4. PRIVATE PLACEMENTS Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cohen purchased an aggregate of 8,894,000 Private Placement Warrants, at a price of $ 1.00 per Private Placement Warrant, for an aggregate purchase price of $ 8,894,000 , from the Company in a private placement. Of those 8,894,000 Private Placement Warrants, the Sponsor purchased 5,447,000 Private Placement Warrants and Cohen purchased 3,447,000 Private Placement Warrants. Each whole Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment, terms and limitations as described in the Company’s prospectus. A portion of the proceeds from the sale of the Private Placement Warrants was added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. NOTE 5. SEGMENT INFORMATION FASB ASC Topic 280, Segment Reporting , establishes standards for companies to report, in their financial statements, information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance. The Company’s CODM has been identified as the Chief Executive Officer , who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment. F- 14 APEX TREASURY CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, CODM reviews several key metrics, which include the following: December 31, 2025 Cash $ 991,532 Cash and securities held in Trust Account $ 346,990,935 The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics below. For the period from June 26, 2025 (Inception) through December 31, 2025 Formation, general, and administrative costs $ 271,347 Formation, general, and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Combination Period. The CODM also reviews formation, general, and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Formation, general, and administrative costs, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis. The CODM reviews the position of total assets available with the Company to assess if the Company has sufficient resources available to discharge its liabilities. The CODM is provided with details of cash and liquid resources available with the Company. Additionally, the CODM regularly reviews the status of deferred costs incurred to assess if these are in line with the planned use of proceeds raised from the Initial Public Offering. F- 15 APEX TREASURY CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On June 30, 2025, the Sponsor was issued 9,583,333 Class B ordinary shares (the “Founder Shares”) for an aggregate price of $ 25,000 paid to cover certain expenses on behalf of the Company. The Founder Shares include an aggregate of up to 1,250,000 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 25 % of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). On July 28, 2025, the Sponsor transferred 30,000 Founder Shares to each of the Company’s then independent directors nominees (for an aggregate of 90,000 Founder Shares), 50,000 Founder Shares to each of the Company’s advisors (for an aggregate of 150,000 Founder Shares) and 100,000 Founder Shares to the Company’s Chief Financial Officer at the same per-share price that the Sponsor purchased such Founder Shares, or approximately $0.003 per share. On March 13, 2026, the Sponsor transferred 30,000 Founder Shares to an independent director at the same per-share price that the Sponsor purchased such Founder Shares, or approximately $ 0.003 per share. The transfer of the Founder Shares to the holders is in the scope of FASB ASC 718. Under FASB ASC 718, share-based compensation associated with equity-classified awards is measured at fair value upon the assignment date. The total fair value of the 340,000 Founder Shares assigned to the holders on July 28, 2025, was $ 1,145,800 or $ 3.37 per share. The shares were transferred subject to a performance condition (i.e., providing services through Business Combination). Share-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of shares that ultimately vest times the assignment date fair value per share (unless subsequently modified) less the amount initially received for the shares. As of December 31, 2025, the Company determined that the initial Business Combination is not considered probable and therefore no compensation expense has been recognized. On October 27, 2025, the Company effected a share capitalization of 1,916,667 Founder Shares, resulting in the initial shareholders holding an aggregate of 11,500,000 Founder Shares, including an aggregate of up to 1,500,000 Founder Shares subject to forfeiture if the over-allotment option is exercised in full or in part by the underwriters. All share and per share amounts have been retroactively restated. On October 28, 2025, the underwriters partially exercised their over-allotment option and forfeited the unexercised balance. As a result of the partial exercise and the forfeiture of the over-allotment option by the underwriters, 1,490,000 Founder Shares are no longer subject to forfeiture and 10,000 Founder Shares were forfeited by the Sponsor, resulting in the initial shareholders holding an aggregate of 11,490,000 Founder Shares. The Founder Shares are designated as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the units sold in the Initial Public Offering, and holders of Founder Shares have the same shareholder rights as public shareholders, except that (i) the Founder Shares are subject to certain transfer restrictions, as described in more detail below, (ii) the Founder Shares are entitled to registration rights, (iii) the Company’s Sponsor, officers, directors, and advisors entered into a letter agreement with the Company, pursuant to which they agreed to (A) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the Company’s initial Business Combination, (B) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (1) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100 % of the Company’s Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (2) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, (C) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the Company’s initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial business combination within such time period and to liquidating distributions from assets outside the Trust Account and (D) vote any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination (including any proposals recommended by the Company’s board of directors in connection with such business combination) (except with respect to any Public Shares which may not be voted in favor of approving the Business Combination transaction in accordance with the requirements of Rule 14e-5 under the Exchange Act and any SEC interpretations or guidance relating thereto), (iv) the Founder Shares are automatically convertible into Class A ordinary shares immediately prior to, concurrently with or immediately following the consummation of the Company’s initial Business Combination or at any time prior thereto at the option of the holder on a one-for-one basis, subject to adjustment as described herein and in the amended and restated memorandum and articles of association, and (v) prior to the closing of the Company’s initial Business Combination, only holders of Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). F- 16 APEX TREASURY CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The Founder Shares will automatically convert into Class A ordinary shares immediately prior to, concurrently with or immediately following the consummation of the initial Business Combination or at any time prior thereto at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 25 % of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of the Initial Public Offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and excluding the Class A ordinary shares underlying the private placement warrants issued to the Sponsor and the underwriter), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Company’s initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Company’s Sponsor or any of its affiliates or to the Company’s officers and directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial Business Combination; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. With certain limited exceptions, the Founder Shares are not transferable, assignable or saleable (except to the Company’s officers, directors, and advisors and other persons or entities affiliated with the Company’s Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) 180 days after the completion of the Company’s initial Business Combination or earlier if, subsequent to the Company’s initial Business Combination, the last sale price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the Company’s initial Business Combination, and (B) the date following the completion of the Company’s initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Promissory Note — Related Party On June 30, 2025, the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). This loan is non-interest bearing and payable on the earlier of December 31, 2025, or the date on which the Company consummates the Initial Public Offering of its securities. As of October 29, 2025, the Initial Public Offering closing date, the Company had total borrowings of $ 224,211 under the Promissory Note, which has been paid in full by the Company at the closing of the Initial Public Offering and the borrowings under the Promissory Note are no longer available. As of December 31, 2025, there are no amounts due under the Promissory Note. Working Capital Loans In order to finance transaction costs in connection with the initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes the initial Business Combination, the Company will repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, including the repayment of loans from the Sponsor to pay for any amount deposited to pay for any extension of the time to complete the initial Business Combination, but no proceeds from the Trust Account would be used for such repayment. Up to $ 1,500,000 of such loans may be convertible into warrants, at a price of $ 1.00 per warrant at the option of the lender, upon consummation of the initial Business Combination. The warrants would be identical to the Private Placement Warrants. The terms of such loans by the Company’s officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. There are no such outstanding related party loans as of December 31, 2025. F- 17 APEX TREASURY CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Administrative Services and Indemnification Agreement The Company entered into an agreement with the Sponsor, commencing on October 27, 2025, the date that the Company’s securities were first listed with Nasdaq, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space and administrative services, as the Company may require from time to time. The Company agreed to pay the Sponsor up to $ 20,000 per month for these services during the 24-month period to complete a Business Combination. The Company agreed to indemnify and hold harmless the Sponsor and its directors, officers, employees, principals, managers, partners, members, shareholders, equity holders, control persons, affiliates, agents, advisors, consultants and representatives from any claims, losses, liabilities, obligations, causes of action, proceedings (whether pending or threatened), investigations, damages, awards, settlements, judgments, decrees, fees, costs, penalties, amounts paid in settlement or expenses (including interest, assessments and other charges in connection therewith and reasonable fees and disbursements of attorneys and other professional advisors and costs of suit) arising out of or relating to any pending or threatened claim, action, suit, proceeding or investigation against any of them or in which any of them may be a participant or may otherwise be involved (including as a witness) that arises out of or relates to (i) the Initial Public Offering of the Company’s securities or the Company’s operations or conduct of its business (including, for the avoidance of doubt, a Business Combination), or (ii) any claim against the Sponsor alleging any expressed or implied management or endorsement by the Sponsor of any activities of the Company or any express or implied association between the Sponsor, on the one hand, and the Company or any of its affiliates, on the other hand. During the period June 26, 2025 through December 31, 2025, the Company incurred and paid $ 40,000 in fees for these services. As of December 31, 2025, no amount has been accrued for these services in the Company’s balance sheet. CFO Services Agreement In November 2025, the Company entered into an agreement with its Chief Financial Officer. The Company agreed to pay its Chief Financial Officer $10,000 per month for his services. For the period June 26, 2025 (inception) through December 31, 2025, the Company incurred and paid $20,000 to its Chief Financial Officer for these services. Transfer Agency and Trustee Services Agreement On August 21, 2025, the Company entered into a transfer agency and trustee services agreement with Efficiency. The Company acknowledges that Efficiency may receive a referral fee from the Company’s digital asset manager from fees earned for managing the Company’s Trust Account. Efficiency will share all or a portion of this referral fee with the Sponsor on a periodic basis agreed upon by the Company and Efficiency. During the period June 26, 2025 (inception) through December 31, 2025, the referral fee was $ 28,065 and was transferred from the Sponsor subsequent to year end. NOTE 7. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights Agreement The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the Initial Public Offering, (ii) Private Placement Warrants issued in a private placement simultaneously with the closing of the Initial Public Offering and the Class A ordinary shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the Company’s initial Business Combination pursuant to a registration rights agreement signed on October 27, 2025, the effective date of the Initial Public Offering. Pursuant to the registration rights agreement and the partial exercise by the underwriters of their over-allotment option and $ 1,500,000 of working capital loans are converted into Private Placement Warrants, the Company will be obligated to register up to 21,884,000 Class A ordinary shares and 10,394,000 warrants. The number of Class A ordinary shares includes (i) 11,490,000 Class A ordinary shares to be issued upon conversion of the Founder Shares, (ii) 8,894,000 Class A ordinary shares underlying the Private Placement Warrants and (iii) 1,500,000 Class A ordinary shares underlying the Private Placement Warrants to be issued upon conversion of working capital loans. The number of warrants includes up to 8,894,000 Private Placement Warrants and 1,500,000 Private Placement Warrants to be issued upon the conversion of working capital loans. The holders of these securities are entitled to make up to three demands, excluding short-form demands, that the Company registers such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the Company’s completion of the Company’s initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. F- 18 APEX TREASURY CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Underwriting Agreement Pursuant to the underwriting agreement, the Sponsor and the executive officers, directors and advisors have agreed that, for a period of 180 days from the date of the Company’s prospectus, will not, without the prior written consent of the representative, offer, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Units, warrants, ordinary shares or any other securities convertible into, or exercisable or exchangeable for, any Units, ordinary shares, Founder Shares or warrants, subject to certain exceptions. The representative in their discretion may release any of the securities subject to these lock-up agreements at any time without notice, other than in the case of the officers and directors, which shall be with notice. The Sponsor, officers, directors and advisors are also subject to separate transfer restrictions on their Founder Shares and Private Placement Warrants pursuant to the letter agreement described herein. The Company granted the underwriters a 45 -day option from the date of the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On October 28, 2025, the underwriters partially exercised their over-allotment option, purchased 4,470,000 Units as part of the closing of the Initial Public Offering and forfeited the remaining unexercised balance of 30,000 Units on October 29, 2025. The underwriters were entitled to a cash underwriting discount of $ 0.20 per Unit sold in the Initial Public Offering, or $ 6,894,000 in the aggregate. In addition, the underwriters were entitled to a deferred fee of $ 0.40 per Unit, or $ 13,788,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, but such $ 0.40 per Unit shall be due to the underwriters solely on amounts remaining in the Trust Account following all properly submitted shareholder redemptions, including in connection with the consummation of the Company’s initial Business Combination, subject to the terms of the underwriting agreement. NOTE 8. SHAREHOLDERS’ DEFICIT Preference shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $ 0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2025, there were no preference shares issued or outstanding. Class A ordinary shares — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of 0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2025, there were no Class A ordinary shares issued or outstanding, excluding 34,470,000 Class A ordinary shares subject to possible redemption. F- 19 APEX TREASURY CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Class B ordinary shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of 0.0001 per share. Holders of the Company’s Class B ordinary shares are entitled to one vote for each share. As of December 31, 2025, there were 11,490,000 Class B ordinary shares issued and outstanding. On October 28, 2025, the underwriters partially exercised their over-allotment option and forfeited the unexercised balance. As a result of the partial exercise and the forfeiture of the over-allotment option by the underwriters, 1,490,000 Founder Shares are no longer subject to forfeiture and 10,000 Founder Shares were forfeited by the Sponsor, resulting in the initial shareholders holding an aggregate of 11,490,000 Founder Shares. The initial shareholders collectively own 25 % of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Prior to the closing of the initial Business Combination, only holders of Class B ordinary shares (i) will have the right to appoint and remove directors prior to or in connection with the completion of the initial Business Combination and (ii) will be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). On any other matters submitted to a vote of shareholders prior to or in connection with the completion of the initial Business Combination, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law. The Founder Shares will automatically convert into Class A ordinary shares immediately prior to, concurrently with or immediately following the consummation of a Business Combination, and may be converted at any time prior to the Business Combination, at the option of the holder, on a one-for-one basis (unless otherwise provided in the business combination agreement), subject to adjustment for share subdivisions, share dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, approximately 25 % of the total number of Class A ordinary shares outstanding after such conversion (not including the Class A ordinary shares underlying the Private Placement Warrants), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the Business Combination, excluding any Class A ordinary shares or equity-linked securities or rights exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Warrants — As of December 31, 2025, there were 17,235,000 Public Warrants issued and outstanding. Each whole Public Warrant entitles the registered holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of the initial Business Combination. Pursuant to the warrant agreement, a warrant holder may exercise its Public Warrants only for a whole number of Class A ordinary shares. No fractional Public Warrants will be issued upon separation of the units and only whole Public Warrants will trade. The Public Warrants will expire five years after the completion of the initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. F- 20 APEX TREASURY CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for its IPO or a new registration statement covering the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use the Company’s commercially reasonable efforts to cause the same to become effective within 60 business days following the initial Business Combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Once the warrant become exercisable, the Company may call the warrants for redemption for cash: ● in whole and not in part; ● at a price of $ 0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Warrants”) for any 20 trading days within a 30 -trading day period commencing at least 30 days after completion of the Company’s initial business combination and ending three business days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company for cash, the Company may exercise the redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $ 9.20 per Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares or Private Placement Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price. As of December 31, 2025, there were 8,894,000 Private Placement Warrants issued or outstanding. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination. The Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants sold as part of the Units in the Initial Public Offering. F- 21 APEX TREASURY CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 9. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2025 Assets: Cash and securities held in Trust Account 1 $ 346,990,935 The fair value of the Public Warrants issued in the Initial Public Offering is $ 9,996,300 , or $ 0.58 per Public Warrant utilizing Monte Carlo simulation. The Public Warrants issued in the Initial Public Offering have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the Level 3 valuation of the Public Warrants issued in the Initial Public Offering: October 29, 2025 Implied Class A ordinary share price $ 9.71 Exercise price $ 11.50 Expected term to De-SPAC 2 years Warrant term 7 years Volatility 10.00 % Probability of De-SPAC and market adjustment 40.00 % Risk-free rate (continuous) 3.83 % NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to March 26, 2026, the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. F- 22