UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter) |
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(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (I.R.S. Employer Identification No.) |
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(Address of Principal Executive Offices) |
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Registrant’s telephone number, including area code: +1
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01. Other Events
As previously disclosed, on February 27, 2026, APEX Tech Acquisition Inc. (the “Company”) consummated its initial public offering (“IPO”) of 11,197,131 units (the “Units”), including the partial exercise of the underwriters’ over-allotment option. The Units were sold at an offering price of $10.00 per unit, generating gross proceeds of $111,971,310.
On April 10, 2026, the underwriters notified the Company of their exercise of the over-allotment option in full to purchase an additional 302,869 Units at a price of $10.00 per Unit. The closing of the over-allotment option occurred on April 15, 2026, generating additional gross proceeds of $3,028,690. Simultaneously with the closing of the over-allotment option, the Company consummated the private placement of an aggregate of 3,029 units (the “Private Placement Units”) to APEX INNOVATION ACQUISITION CORP., at a price of $10.00 per Private Placement Unit, generating gross proceeds of $30,285.
An audited balance sheet as of February 27, 2026, reflecting the receipt of proceeds from the IPO and the concurrent private placement, was previously issued by the Company and filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 5, 2026. The Company’s unaudited pro forma balance sheet as of April 15, 2026, giving effect to the closing of the over-allotment option, is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. |
| Description |
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104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| APEX Tech Acquisition Inc. |
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Dated: April 21, 2026 | By: | /s/ Shaoren Liu |
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| Name: | Shaoren Liu |
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| Title: | Chief Executive Officer and Chief Financial Officer |
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| 3 |
EXHIBIT 99.1
INDEX TO UNAUDITED PRO FORMA FINANCIAL STATEMENT
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| F-2 | |
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| F-3 |
| F-1 |
APEX TECH ACQUISITION INC.
UNAUDITED PRO FORMA BALANCE SHEET
April 15, 2026
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| February 27, 2026 |
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| Pro Forma Adjustments |
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| As Adjusted |
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| (Unaudited) |
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| (Unaudited) |
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| Assets |
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| Current Assets |
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| Cash |
| $ | 584,080 |
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| $ | (6,000 | ) | (e) |
| $ |
| 541,938 |
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| 30,285 | (b) |
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| (30,285 | ) | (c) |
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| (22,642 | ) | (f) |
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| (6,000 | ) | (g) |
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| (7,500 | ) | (f) |
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| Prepaid expenses |
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| - |
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| 6,000 | (g) |
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| 6,000 |
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| Total Current Assets |
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| 584,080 |
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| (36,142 | ) |
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| 547,938 |
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| Cash and investments held in Trust Account |
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| 111,971,310 |
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| 3,028,690 | (a) |
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| 115,490,807 |
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| 490,807 | (d) |
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| Deferred offering costs |
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| - |
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| 30,285 | (c) |
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| - |
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| 8,000 | (e) |
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| (38,285 | ) | (h) |
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| Total Assets |
| $ | 112,555,390 |
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| $ | 3,483,355 |
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| $ |
| 116,586,684 |
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| Liabilities, Ordinary Shares Subject to Redemption and Shareholders’ Equity |
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| Current Liabilities |
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| Accounts payable and accrued expenses |
| $ | - |
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| $ | 8,000 | (e) |
| $ |
| 9,500 |
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| 1,500 |
| (e) |
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| Total Current Liabilities |
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| - |
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| 9,500 |
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| 9,500 |
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| Total Liabilities |
| $ | - |
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| $ | 9,500 |
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| $ |
| 9,500 |
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| Commitments and Contingencies (Note 6) |
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| Ordinary shares subject to possible redemption, $0.0001 par value, 600,000,000 shares authorized, 11,197,131 shares and 11,500,000 shares at redemption value of $10.00 per share, as actual and adjusted, respectively |
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| 111,971,310 |
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| 3,028,690 | (a) |
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| 115,490,807 |
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| 490,807 | (d) |
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| Shareholders’ Equity: |
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| Ordinary shares, $0.0001 par value; 600,000,000 shares authorized; 3,058,254 shares and 3,061,283 issued and outstanding (excluding 11,197,131 shares subject to possible redemption) |
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| 306 |
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| - | (b) |
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| 306 |
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| Additional paid-in capital |
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| 648,491 |
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| 30,285 | (b) |
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| 538,132 |
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| (38,285 | ) | (h) |
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| Accumulated deficit |
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| (64,717 | ) |
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| (6,000 | ) | (d) |
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| (490,807 | ) | (d) |
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| 490,807 | (d) |
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| (1,500 | ) | (e) |
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| (22,642 | ) | (f) |
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| (7,500 | ) | (f) |
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| Total Shareholders’ Equity |
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| 584,080 |
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| (45,642 | ) |
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| 538,438 |
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| Total Liabilities, Ordinary Shares Subject to Redemption and Shareholders’ Equity |
| $ | 112,555,390 |
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| $ | 3,483,355 |
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| $ |
| 116,038,745 |
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The accompany notes are an integral part of the unaudited pro forma financial statement.
| F-2 |
| Table of Contents |
APEX TECH ACQUISITION INC.
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENT
Note 1 — Closing of Over-allotment Option and Additional Private Placement Units
The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of APEX Tech Acquisition Inc. (the “Company”) as of April 15, 2026, adjusted for the closing of the underwriters’ over-allotment option and related transactions which occurred on April 15, 2026 as described below.
On February 27, 2026, the Company consummated the IPO of 11,197,131 units (the “Units” and, with respect to the shares of ordinary shares included in the Units being offered, the “Public Shares”) including the partial exercise of the over-allotment option of 1,197,131 Units granted to the underwriters. Each Unit consists of one ordinary share and one right to receive of one-fourth (1/4) of one ordinary share upon the completion of the initial Business Combination. The Units were sold at an offering price of $10.00 per unit, generating gross proceeds of $111,971,310.
The Company granted the underwriters a 45-day option to purchase up to an additional 1,500,000 Units (the “Option Units”) at $10.00 per unit to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. The underwriter partially excised its over-allotment option on February 27, 2026.
Following the closing of the IPO on February 27, 2026, an amount of $111,971,310 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Units was placed in a trust account with Continental Stock Transfer & Trust Company acting as trustee.
| F-3 |
| Table of Contents |
Pro forma adjustments to reflect the sales of the Option Units and additional Private Placement Units described above are as follows:
| Pro Forma Entries |
| Debit |
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| Credit |
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| (a) Cash and investments held in Trust Account |
| $ | 3,028,690 |
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| Ordinary share subject to possible redemption |
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| $ | 3,028,690 |
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| To record the sale of 302,869 Option Units at $10.00 per Unit |
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| (b) Cash |
| $ | 30,285 |
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| Ordinary shares |
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| $ | - |
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| Additional paid-in capital |
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| $ | 30,285 |
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| To record the sale of 3,029 Private Placement Units at $10.00 per Unit |
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| (c) Deferred offering costs |
| $ | 30,285 |
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| Cash |
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| $ | 30,285 |
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| To record payment of underwriting commission (1% of sale of Option Units proceeds) |
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| (d) Cash and investments held in Trust Account |
| $ | 490,807 |
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| Interest earned in investments held in Trust Account |
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| $ | 490,807 |
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| Additional paid-in capital |
| $ | 490,807 |
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| Ordinary share subject to possible redemption |
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| $ | 490,807 |
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| To record interest earned in Trust Account and to transfer interest income to temporary equity |
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| (e) Deferred offering costs – legal fee |
| $ | 8,000 |
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| Accounting fee |
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| 1,500 |
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| Accounts payable and accrued expenses |
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| $ | 8,000 |
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| Accounts payable and accrued expenses |
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| $ | 1,500 |
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| (f) Professional fees |
| $ | 22,642 |
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| Audit fee |
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| 7,500 |
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| Cash |
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| $ | 22,642 |
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| Cash |
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| 7,500 |
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| To record payment of various professional fees |
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| (g) Prepaid expense |
| $ | 6,000 |
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| Cash |
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| $ | 6,000 |
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| To record advance payment of trust fees |
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| (h) Additional paid-in capital |
| $ | 38,285 |
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| Deferred offering costs |
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| $ | 38,285 |
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| To record the charge of deferred offering costs to APIC |
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| F-4 |