APEX Tech Acquisition Inc美股招股说明书(2026-02-27版)

$100,000,000APEX TECH ACQUISITION INC.10,000,000 Units Apex Tech Acquisition Inc. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acshare purchase, reorganization, or similar business combination with one or more businesses. Our efforts to identify a prospectbusiness will not be limited geographically; however, we intend to prioritize businesses with principal operations in the United Sexpect our initial business combination to be with such an entity. We do not have any specific business combination under consideratiohave not (nor has anyone on our behalf), directly or indirectly, contacted any prospective target business or had any substantive diformal or otherwise, with respect to such a transaction with our company. Although our sponsor is a Delaware company based in the United States and we currently intend to focus our search forbusiness combination on target companies with principal operations in the United States, our chief executive officer and chief financiMr. Shaoren Liu, is based in the People’s Republic of China (“PRC”) and all ofour other directors and officers have significant ties toAs a result, we may be subject to certain legal and operational risks associated with individuals who are based in or have ties toincluding risks related to the evolving PRC legal system and potential government oversight or intervention. We do not currently intend to consummate a business combination with a company whose principal operations are in the PRrelies on a variable interest entity (“VIE”) structure. Accordingly, we do not expect recent PRC regulatory developments relatinstructures, data security, cybersecurity or anti-monopoly concerns to directly impact our search for a target business, which is focusedbased companies. However, to the extent PRC laws, regulations or governmental actions were to apply to our management or theirsuch developments could affect their ability to continue to serve in their roles or otherwise participate in our affairs and, incircumstances, could adversely affect our ability to complete a business combination or the value of our securities. These PRC-related risks could, under certain circumstances, result in a material change in our management, indirectly affect ofor a target business, and/or negatively impact the value of the securities being offered hereby. See Risk Factors —Risks AssociAcquiring and Operating a Target Business with its Primary Operations in China as a result of the location in or substantial tofficers and directors to China This is an initial public offering of our securities. Each unit that we are offering has a price of $10.00 and consists of oneshare and one right to receive one-fourth (1/4) of one ordinary share upon the consummation of an initial business combination, as demore detail in this prospectus. We refer to the rights included in the units as “rights.” Each four rights entitle the holder thereof to reordinary share upon the consummation of our business combination. We will not issue fractional shares upon the conversion of the riresult, you must hold rights in multiples of four in order to receive shares for all of your rights upon the consummation of acombination. We have granted A.G.P./Alliance Global Partners (“A.G.P.”), the representative of the underwriters, a 45-day option to purchan additional 1,500,000 units (over and above the 10,000,000 units referred to above) solely to cover over-allotments, if any. We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced publicreporting requirements. No offer or invitation to subscribe for securities may be made to the public in the Cayman Islands. The holders of our issued and outstanding ordinary shares that were sold in this offering will have the opportunity to redshares upon the consummation of our initial business combination at a per-share price, payable in cash, equal to the aggregate amoudeposit in the trust account described below calculated as of two business days prior to the consummation of the initial business comincluding interest earned on the trust account (net of taxes payable) and not previously released to us to pay our taxes, divided by the nthen issued and outstanding ordinary shares that were sold in this offering, which we refer to as our “public shares” throughout this psubject to the limitations described herein. See “Prospectus Summary — The Offering — Redemption rights,” “Prospectus SummaOffering — Limitation on redemption rights of shareholders holding 15% or more of the shares sold in this offering if we hold shvote,” “Prospectus Summary — The Offering — Redemption of public shares and liquidation if no business combination,” and “Ris— Risks Associated with Our Business — The ability of a large number of our shareholders to exercise redemption rights may not aconsummate the most desirable business combination or optimize our capital structure.” for more information