Apex Treasury Corp-A美股招股说明书(2025-10-28版)

Apex Treasury Corporation30,000,000Units ApexTreasury Corporation is a blank check company incorporated as a Cayman Islandsexemptedcompanyandincorporatedforthepurposeofeffectingamerger,amalgamation,share exchange,asset acquisition,share purchase,reorganization orsimilarbusiness combination with one or more businesses,which we refer tothroughoutthis prospectus as our initial business combination.We have not selectedanybusiness combination target and we have not,nor has anyone on our behalf,initiatedany substantive discussions,directly or indirectly,with any businesscombinationtarget.We may pursue an initial business combination in any business orindustrybutexpecttotargetopportunitiesandcompaniesthatareintheblockchain&digital assets,crypto treasury strategies,artificial intelligence(“AI”), B2B software, data services, renewable energy, and build-to-rent real estateassets sectors. This is an initial public offering of our securities. Each unit has an offering priceof$10.00 and consists of one Class A ordinary share and one-half of one redeemablewarrant.Each whole warrant entitles the holder thereof to purchase one ClassAordinaryshare at a price of$11.50 per share,subject to adjustment as describedherein.Only whole warrants are exercisable.No fractional warrants will be issueduponseparation of the units and only whole warrants will trade.The warrants willbecome exercisable 30days after the completion of our initial business combination,andwill expire five years after the completion of our initial business combinationorearlier upon redemption or our liquidation,as described herein.Subject to thetermsand conditions described in this prospectus,we may redeem the warrants forcash once the warrants become exercisable. The underwriters have a 45-day option fromthe date of this prospectus to purchase up to an additional 4,500,000units to coverover-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless ofwhetherthey abstain,vote for,or vote against,our initial business combination,allor a portion of their ClassAordinary shares that were sold as part of theunitsin this offering,which we refer to collectively as our public shares,inconnectionwith the completion of our initial business combination at a per-shareprice,payable in cash,equal to the aggregate amount then on deposit in the trustaccountdescribed below as of twobusinessdays prior to the consummation of ourinitialbusiness combination,including interest earned on the funds held in thetrustaccount(which interest shall be net of taxes paid or payable(excluding anyU.S.federalexcisetaxonstockrepurchasesundertheInflationReductionActof 2022,or similar tax,that is imposed on us,if any),divided by the numberofthen issued and outstanding public shares,subject to the limitations and on theconditions described herein. As further described in this prospectus, our amended andrestatedmemorandum and articles of association provides that a public shareholder,togetherwith any affiliate or any other person with whom such shareholder is actinginconcert or as a“group”(as defined under Section13of the SecuritiesExchangeAct of 1934,as amended(the“Exchange Act”)),will be restricted fromredeeming its public shares with respect to more than an aggregate of 15% of the thenissuedand outstanding public shares,without our prior consent.We may seekshareholderapproval to amend our amended and restated memorandum and articles ofassociationto extend the date by which we must consummate our initial businesscombination.If we seek shareholder approval for an extension,holders of our publicshares will be offered an opportunity to redeem their public shares if such extensionis implemented. Currently,there is no public market for our units,ClassAordinary shares orwarrants. We have been approved to have our units listed on The Nasdaq Global Market,orNasdaq,under the symbol“APXTU,”on or promptly after the date of thisprospectus. The ClassA ordinary shares and warrants comprising the units will beginseparatetrading on the 52nddayfollowing the date of this prospectus unlessCohen&Company Capital Markets,a division of Cohen&Company Securities,LLC(“Cohen& Co.”), the representative of the underwriters, informs us of its decisiontoallow earlier separate trading,subject to our satisfaction of certain conditions asdescribed further herein.Once the securities comprising the units begin separatetrading, the ClassA ordinary shares and warrants will be listed on Nasdaq under thesymbols “APXT” and “APXTW,” respectively. Table of Contents Weare an“emerging growth company”and a“smaller reporting company”underapplicable federal securities laws and will be subject to reducedpubliccompany reporting requirements.Investing in our securities involvesahigh degree of risk.See“Risk Factors”beginning on page 51 for adiscussionof information that should be considered in connection with aninvestmentin our securities.Investors will not be entitled to protectionsnormallyafforded