Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

References in this report (the "Quarterly Report") to "we," "us" or the "Company" refer to Apex Treasury Corporation. References to our "management" or our "management team" refer to our officers and directors, and references to the "Sponsor" refer to Apex Treasury Sponsor LLC. The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding the Company's financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as "expect," "believe," "anticipate," "intend," "estimate," "seek" and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management's current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company's Annual Report on Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (the "SEC") and elsewhere in the Company's filings with the SEC. The Company's securities filings can be accessed on the EDGAR section of the SEC's website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated in the Cayman Islands on June 26, 2025. We were 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. We are an early stage and emerging growth company and, as such, we are subject to all of the risks associated with early stage and emerging growth companies.

The Business Combination Agreement

On July 21, 2026, the Company entered into a business combination agreement (the "Business Combination Agreement") with Stepping Stone Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company ("Merger Sub"), and TECfusions, Inc., a Florida corporation ("TECfusions"). The Business Combination Agreement contemplates a $4.0 billion equity valuation of TECfusions and an all-stock combination transaction (the "Proposed Business Combination"). TECfusions is an AI infrastructure company focused on designing, building, and leasing next-generation data centers.

Pursuant to the Business Combination Agreement, the parties thereto will enter into a business combination transaction by which, among other things, (i) the Company will transfer by way of continuation and domesticate as a Delaware corporation and (ii) Merger Sub will merge with and into TECfusions (the "Merger"), with TECfusions being the surviving entity of the Merger and becoming a direct, wholly-owned subsidiary of the Company. Upon closing of the Merger (the "Closing," and the date on which the Closing occurs, the "Closing Date"), TECfusions will become a direct, wholly-owned subsidiary of the Company and the combined company will be a publicly traded company operating under the TECfusions brand. The combined company's common stock is expected to trade on Nasdaq under the ticker symbol "TECF." The Merger and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the "Transactions."

Pursuant to the terms of the Business Combination Agreement, the aggregate consideration ("Aggregate Consideration") to be paid to the existing stockholders of TECfusions (the "TECfusions Stockholders") at the Closing is 400 million newly issued shares of Common Stock, equal to the $4.0 billion base purchase price divided by $10.00 per share.

The obligations of the parties to consummate the Merger and the other transactions contemplated by the Business Combination Agreement (collectively, the "Transactions") are subject to the satisfaction or waiver (where permissible) of customary closing conditions set forth in the Business Combination Agreement, including: (i) approval of the Transactions by the shareholders of the Company and the TECfusions Stockholders; (ii) any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, will have expired or been terminated; (iii) the Proxy Statement/Registration Statement having become effective under the Securities Act of 1933, as amended (the "Securities Act"); (iv) the Company's shares of common stock (following the Domestication) to be issued in connection with the Transactions will be conditionally approved for listing upon the closing of the Proposed Business Combination on Nasdaq subject to any requirement to have a sufficient number of round lot holders of common stock; (v) no governmental authority of competent jurisdiction will have enacted, issued, promulgated, enforced or entered any law or governmental order that is then in effect that makes the Merger illegal or otherwise prevents or prohibits the closing of the Proposed Business Combination; (vi) no Purchaser Material Adverse Effect or Company Material Adverse Effect (each as defined in the Business Combination Agreement) will have occurred since the date of the Business Combination Agreement that is continuing and uncured; (vii) the Domestication will have been completed; and (viii) unless waived by TECfusions, there will be at least $45.0 million in Available Closing Cash (as defined in the Business Combination Agreement) as of the Closing.

Unless specifically stated, this Quarterly Report does not give effect to the proposed Transactions and does not contain the risks associated with the proposed Transactions. Such risks and effects relating to the proposed Transactions will be included in a registration statement on Form S-4 to be filed by the Company.

PIPE Subscription Agreement

Concurrently with the execution of the Business Combination Agreement, the Company and an institutional accredited investor (the "PIPE Investor") entered into the PIPE subscription agreement (the "PIPE Subscription Agreement"), pursuant to which the Company has agreed to issue, and the PIPE Investor has agreed to subscribe for, 3.5 million Class A Ordinary Shares (the "PIPE Shares") to be issued by the Company at a price per share of $10.00, for an aggregate purchase price of $35 million (the "PIPE Investment"). The closing of the PIPE Investment is conditioned upon the substantially concurrent consummation of the Transactions.

For more information about the Proposed Business Combination, the Business Combination Agreement and the PIPE Subscription Agreement, see the Company's Current Report on Form 8-K filed with the SEC on July 22, 2026.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from June 26, 2025 (inception) through September 30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and, after our Initial Public Offering, identifying a target company for and efforts toward completing a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. Subsequent to the Initial Public Offering, we generate non-operating income in the form of interest earned on cash and securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended September 30, 2026, we had a net income of $1,749,240, which consisted of interest earned on cash and securities held in Trust Account of $3,219,960 and other income of $80,124, partially offset by general and administrative costs of $1,550,844.

For the three months ended September 30, 2025, we had a net loss of $49,424, which consisted of general and administrative costs.

For the nine months ended September 30, 2026, we had a net income of $5,953,996, which consisted of interest earned on cash and securities held in Trust Account of $9,374,529 and other income of $264,613, partially offset by general and administrative costs of $3,685,146.

For the period from June 26, 2025 (inception) through September 30, 2025, we had a net loss of $68,198, which consisted of general and administrative costs.

Liquidity, Capital Resources and Going Concern

On October 29, 2025, we consummated the Initial Public Offering of 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 $10.00 per Unit, generating gross proceeds of $344,700,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 8,894,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, in a private placement to the Sponsor and Cohen, as representative of the underwriters, generating gross proceeds of $8,894,000.

Following the Initial Public Offering, the partial exercise of the over-allotment option, and the sale of the Private Placement Warrants, a total of $344,700,000 was placed in the Trust Account. We incurred $21,378,461 in IPO related costs, consisting of $6,894,000 of cash underwriting fees, $13,788,000 of deferred underwriting fees, and $696,461 of other costs.

For the nine months ended September 30, 2026, net cash used in operating activities was $634,591. Net income of $5,953,996 was offset by interest earned on cash and securities held in Trust Account of $9,374,529 and changes in operating assets and liabilities, which provided $2,785,942 of cash from operating activities.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing earnings on the Trust Account (less taxes payable, if any), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of September 30, 2026, we had $356,941 cash and a working capital deficit of $2,370,121. We use and intend to continue to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a 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 working capital loans may be convertible into private placement warrants of the post-Business Combination entity, 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.

In connection with the Company's assessment of going concern considerations in accordance with ASC 205-40, "Going Concern," as of September 30, 2026, we may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. Our officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company's working capital needs. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. These liquidity conditions, as well as the mandatory liquidation and subsequent dissolution that would occur if we are unable to complete a Business Combination by October 29, 2027 (the end of the Completion Window, unless extended), raise substantial doubt about our ability to continue as a going concern for a period of time within one year after the date that the unaudited condensed consolidated financial statements are issued.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor up to $20,000 per month for office space and administrative support services during the Completion Window and an agreement to pay our Chief Financial Officer $10,000 per month for his services.

Administrative Services and Indemnification Agreement

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 (the "Indemnitees") 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 IPO 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.

Underwriting Agreement

The underwriters were entitled to a cash underwriting discount of $0.20 per Unit sold in the IPO, or $6,894,000 in the aggregate. In addition, the underwriters are 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 underwriters 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.

Registration Rights Agreement

The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Placement Warrants issued in a private placement simultaneously with the closing of the IPO 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 IPO.

Critical Accounting Estimates

The preparation of unaudited condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgement. 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 unaudited condensed consolidated 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 materially differ from those estimates. As of September 30, 2026, management did not have any critical accounting estimates to be disclosed.

Ordinary Shares Subject to Possible Redemption

We account for our ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from Equity." Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) is classified in temporary equity. At all other times, ordinary shares are classified as stockholders' equity. Our Public Shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, as of September 30, 2026 and December 31, 2025, the Public Shares are presented at redemption value as temporary equity, outside of the shareholders' equity (deficit) section of our condensed consolidated balance sheets. We recognize changes in redemption value immediately as they occur and adjusts the carrying value of the ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security.

Recent Accounting Standards

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed consolidated financial statements.