Apex Treasury Corporation (Nasdaq: APXT), a special purpose acquisition company, announced on July 22, 2026 that it has entered into a definitive business combination agreement with TECfusions, Inc., a Florida-based company that designs, builds, and leases next-generation data centers for artificial intelligence workloads. The deal values TECfusions at a base equity valuation of $4.0 billion.
Transaction Structure
Under the terms of the agreement, Apex will first domesticate from the Cayman Islands to Delaware. A newly formed merger subsidiary will then merge with and into TECfusions, with TECfusions surviving as a direct, wholly-owned subsidiary of Apex. The combined company will be publicly traded and operate under the TECfusions brand, with its common stock expected to list on Nasdaq under the ticker symbol "TECF."
Existing TECfusions stockholders will receive 400 million newly issued shares of Apex common stock, calculated by dividing the $4.0 billion purchase price by $10.00 per share. The transaction is structured as an all-stock deal.
PIPE Financing and Shareholder Protections
Concurrently with the merger agreement, Apex secured a $35 million private investment in public equity, or PIPE, from an institutional accredited investor, Eleven Ventures LLC. The PIPE investor will purchase 3.5 million shares at $10.00 per share. The PIPE agreement includes a price protection mechanism: if Apex's stock trades below $10.00 on the date the resale registration statement is declared effective, Apex must either pay the investor a cash amount reflecting the difference or issue additional shares to compensate for the shortfall, subject to a $5.00 per share floor.
Governance and Lock-Ups
Following the closing, the combined company's board will consist of five directors divided into three staggered classes. One director will be designated by Apex's sponsor, and the remaining four will be designated by TECfusions. TECfusions will also designate the executive officers of the post-combination company.
Certain existing shareholders, including the sponsor and TECfusions stockholders, will be subject to lock-up agreements restricting share sales for six months after closing, with an early release provision if the stock price reaches $12.00 per share for 20 out of 30 consecutive trading days beginning at least 90 days post-closing. TECfusions' founder and controlling stockholder, Simon Tusha, will have a special provision allowing him to sell up to $100 million in shares once a shelf registration statement is effective.
Conditions and Termination
The transaction is subject to customary closing conditions, including approval by Apex shareholders and TECfusions stockholders, expiration of the Hart-Scott-Rodino antitrust waiting period, and effectiveness of the SEC registration statement. The company must also have at least $45.0 million in available cash at closing. The deal has an outside termination date of March 31, 2027. Apex can also terminate the agreement if TECfusions fails to deliver PCAOB-compliant audited financial statements by September 30, 2026.
The sponsor has agreed to forfeit up to 3.15 million of its Class B ordinary shares at closing, with the exact number determined by a formula tied to redemptions and any additional shares issued in connection with non-redemption agreements or other financings.