FORM 10-Q FOR QUARTER ENDED FEBRUARY 28, 2026
APEX Tech Acquisition Inc. filed its Form 10-Q for the quarter ended February 28, 2026, reporting a net loss of $1.4 million for the three months ended February 28, 2026, compared to a net loss of $1.1 million for the same period in the prior year. As of February 28, 2026, the company had cash and cash equivalents of $14.4 million and a working capital deficit of $1.4 million. The company’s unaudited condensed balance sheet as of February 28, 2026, shows total assets of $15.1 million and total liabilities of $16.5 million. The company’s unaudited condensed statements of operations for the three and six months ended February 28, 2026, show a net loss of $1.4 million and $2.7 million, respectively. The company’s unaudited condensed statement of cash flows for the six months ended February 28, 2026, shows a net cash outflow of $2.3 million.
Overview
We are a blank check company, also known as a special purpose acquisition company (SPAC), that was incorporated in the Cayman Islands with the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. We have not yet selected a specific business combination target and have not initiated any substantive discussions with potential targets.
Our plan is to use the cash proceeds from our initial public offering (IPO) and a private placement, as well as any additional funds raised through the sale of our securities, to finance a future business combination. We expect to incur significant costs in our pursuit of an acquisition, and there is no assurance that we will be successful in completing a business combination within the required timeframe.
Results of Operations
Since our inception on August 29, 2025, we have not engaged in any operations or generated any revenue. Our activities have been limited to organizational tasks and those necessary to complete the IPO. We do not expect to generate any operating revenue until after we have completed our initial business combination.
For the three months ended February 28, 2026, we reported a net loss of $39,322, which consisted entirely of formation and operating costs. For the six months ended February 28, 2026, our net loss was $47,671, also due to formation and operating expenses.
We expect to generate non-operating income in the form of interest on the marketable securities held in our trust account after the IPO. However, we also anticipate increased expenses as a public company, including legal, financial reporting, accounting, and auditing compliance costs, as well as expenses related to due diligence for a potential business combination.
Liquidity and Capital Resources
On February 27, 2026, we completed our IPO, selling 11,197,131 units at $10.00 per unit, for total gross proceeds of $111,971,310. Simultaneously, we sold 208,971 private placement units at $10.00 per unit, generating an additional $2,089,710 in gross proceeds.
The net proceeds from the IPO and private placement, totaling $111,971,310, were deposited into a trust account and will be invested only in U.S. government treasury bills or money market funds meeting certain conditions. We intend to use these funds, along with any additional capital raised, to finance our initial business combination and related expenses.
As of February 28, 2026, we had $584,080 in cash and a working capital of $584,080. We have incurred and expect to continue incurring significant costs in our pursuit of a business combination. There is no assurance that we will be able to complete a business combination within the required timeframe, and this raises substantial doubt about our ability to continue as a going concern.
Contractual Obligations
We have a promissory note with our sponsor for up to $500,000 to cover a portion of the IPO expenses. This note was repaid upon the closing of the IPO. We also have contractual obligations related to the underwriting agreement for our IPO, including a 45-day option for the underwriter to purchase additional units, a 1% cash underwriting discount, and the issuance of 50,000 ordinary shares and 223,943 “deferred compensation shares” to the underwriter.
Additionally, we have granted the underwriter a right of first refusal for 12 months following our initial business combination to act as sole investment banker, sole book runner, and/or sole placement agent for any future public and private equity and debt offerings.
Critical Accounting Policies and Estimates
The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. We have not identified any critical accounting policies or estimates at this time.
Recent Accounting Standards
We have adopted Accounting Standards Update 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which requires additional segment-related disclosures. We do not believe that any other recently issued, but not yet effective, accounting standards will have a material effect on our financial statements.
Conclusion
As a blank check company, we have not yet commenced any operations and have not generated any revenue to date. We are focused on identifying and completing a suitable business combination, which we expect will require significant time and resources. While we have sufficient funds from our IPO and private placement to pursue an acquisition, there is no guarantee that we will be successful in completing a transaction within the required timeframe, which raises substantial doubt about our ability to continue as a going concern.
