UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 29, 2026 (June 24, 2026)
| Alpex Acquisition Corporation |
| (Exact name of registrant as specified in its charter) |
| Cayman Islands |
|
001-43369 |
|
N/A |
| (State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
| of incorporation) |
|
|
|
Identification Number) |
300 Delaware Ave. Suite 210 #494
Wilmington, DE 19801
(Address of principal executive offices)
(302) 251-6637
(Registrant’s telephone number, including
area code)
(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 (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act.
| Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
| Units, consisting of one Class A ordinary share, $0.0001 par value, one redeemable Warrant to acquire one Class A ordinary share, and one Right to acquire one-fourth of one Class A ordinary share |
|
ALPXU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
ALPX |
|
The Nasdaq Stock Market LLC |
| Redeemable Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
ALPXW |
|
The Nasdaq Stock Market LLC |
| Rights, each whole right to acquire one-fourth of one Class A ordinary share |
|
ALPXR |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 1.01 Entry into a Material Definitive Agreement
On June 24, 2026, the Registration Statement on
Form S-1 (File No. 333-294978) (the “Registration Statement”) relating to the initial public offering (the “IPO”)
of Alpex Acquisition Corporation, a Cayman Islands exempted company (the “Company”), was declared effective by the U.S. Securities
and Exchange Commission. On June 26, 2026, the Company consummated the IPO of 11,500,000 units (the “Units”), which includes
the full exercise of the underwriters’ option to purchase an additional 1,500,000 units to cover over-allotments. Each Unit consists
of one Class A ordinary share, $0.0001 par value per share (each, a “Class A Ordinary Share”), one redeemable warrant (the
“Warrant”), each Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50
per share, and one right (each, a “Right”), each Right entitling the holder thereof to exchange for one-fourth of one Class
A Ordinary Share upon the completion of the Company’s initial business combination. The Units were sold at an offering price of
$10.00 per Unit, generating gross proceeds of $115,000,000.
Substantially concurrently with the closing of
the IPO, the Company completed the private sale of 187,500 units (the “Private Units”) to the Company’s Sponsor, Hugreat
Ltd, a British Virgin Islands company (the “Sponsor”). Each Private Unit consists of one Class A Ordinary Share, one Warrant
(the “Private Warrants”), and one Right (the “Private Rights”). The Private Units are identical to the Units sold
in the IPO, subject to limited exceptions as further described in the Registration Statement. The Private Units were sold at $10.00 per
Unit, generating gross proceeds of $1,875,000.
The Company also issued to D. Boral Capital LLC, the representative of the underwriters of the IPO (the “Representative”),
230,000 Class A Ordinary Shares as part of the underwriting compensation (the “Representative Shares”) on the closing of the
IPO. The Representative Shares are identical to the Class A Ordinary Shares included in the Units, except that the Representative has
agreed not to transfer, assign, sell, pledge, or hypothecate any such Representative Shares, or subject such Representative Shares to
hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities by
any person until 180 days immediately following the commencement of sales of the IPO pursuant to FINRA Rule 5110(e)(1), subject to exceptions
pursuant to FINRA Rule 5110(e)(2), other than (i) the Representative or an underwriter or selected dealer in connection with the IPO,
or (ii) a bona fide officer or partner of the Representative or of any such underwriter or selected dealer. In addition, the Representative
has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the Company’s initial
business combination, (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the
Company fails to complete its initial business combination within the period as provided in the Company’s Amended and Restated Memorandum
and Articles of Association, and (iii) to vote the Representative Shares in favor of any proposed business combination.
In connection with the IPO, the Company entered
into the following agreements, the forms of which were previously filed as exhibits to the Registration Statement:
| |
● |
the Underwriting Agreement, dated June 24, 2026 (the “Underwriting Agreement”), between the Company and the Representative; |
| |
● |
the Warrant Agreement, dated June 24, 2026, between
the Company and VStock Transfer, LLC (“VStock”), as warrant agent (the “Warrant Agreement”);
|
| |
● |
the Rights Agreement, dated June 24, 2026, between the Company and VStock, as rights agent (the “Rights Agreement”); |
| |
● |
the Securities Transfer Agreement, dated June 24, 2026, among the Company and certain directors of the Company (the “Securities Transfer Agreement”); |
| |
● |
the Private Unit Subscription Agreement, dated June 24, 2026, between the Company and the Sponsor; |
| |
● |
the Investment Management Trust Agreement, dated June 24, 2026, between the Company and Equiniti Trust Company, LLC (“Equiniti”), as trustee; |
| |
● |
the Registration Rights Agreement, dated June 24, 2026, among the Company, the Sponsor, and certain officers and directors of the Company; |
| |
● |
the Letter Agreement, dated June 24, 2026, among the Company, the Sponsor, and certain officers and directors of the Company; and |
| |
● |
the Indemnity Agreement, dated June 24, 2026, between the Company and each of the officers and directors of the Company. |
The Underwriting Agreement is filed as Exhibit 1.1, the Warrant Agreement is filed as Exhibit 4.1 and the Rights Agreement is filed as
Exhibit 4.2, and the other agreements set forth above are filed as Exhibits 10.1 to 10.10, respectively, to this report, and each of such
exhibits is incorporated by reference herein.
Item 3.02 Unregistered Sales of
Equity Securities
Substantially concurrently with the closing of
the IPO, the Company completed the private sale of 187,500 Private Units to the Sponsor for an aggregate purchase price of $1,875,000.
The Private Units are identical to the Units issued in the IPO, except that the holders have agreed not to transfer, assign or sell any
of the Private Units and the underlying securities (except for certain permitted transferees) until the completion of the Company’s
initial business combination. The issuance of the Private Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of
the Securities Act of 1933, as amended.
Item 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective on June 25, 2026, in connection with
the listing of the Company’s Units on the Nasdaq Global Market, “Joy” Yi Hua, Xin Yue Jasmine Geffner, and Yuanmei Ma
became directors of the Company.
The board of directors of the Company has determined
that each of “Joy” Yi Hua, Xin Yue Jasmine Geffner, and Yuanmei Ma are independent directors under the requirements of the
Nasdaq listing standards and under the Securities Exchange Act of 1934, as amended (“Exchange Act”), and has determined that
Xin Yue Jasmine Geffner qualifies as an “audit committee financial expert” as that term is defined in Item 407(d)(5) of
Regulation S-K under the Exchange Act. “Joy” Yi Hua, Xin Yue Jasmine Geffner, and Yuanmei Ma will serve as members of the
audit committee, with Xin Yue Jasmine Geffner serving as chair of the audit committee.
Substantially concurrently with the effectiveness of the registration statement and closing of the IPO (including the full exercise of
over-allotment option), the Sponsor transferred each of “Joy” Yi Hua, Xin Yue Jasmine Geffner, and Yuanmei Ma 20,000 Class
A Ordinary Shares at the same price originally paid by the Sponsor for such shares, approximately $0.01 per share, pursuant to the Securities
Transfer Agreement. The Company will reimburse the officers and directors for reasonable out-of-pocket expenses incurred by them in connection
with certain activities on the Company’s behalf such as identifying and investigating possible target businesses and business combinations.
Other than as set forth in Item 1.01 of this report
and the Registration Statement, none of the directors mentioned above are party to any arrangement or understanding with any person pursuant
to which they were appointed as directors, nor are they party to any transactions involving the Company required to be disclosed under
Item 404(a) of Regulation S-K.
Item 5.03 Amendments to the Memorandum and
Articles of Association.
On June 24, 2026, the Company adopted, by special resolution, its Amended and Restated Memorandum and Articles of Association, effective
upon the listing of the Company’s public units on the Designated Stock Exchange (as defined therein). The Amended and Restated Memorandum
and Articles of Association is filed as Exhibit 3.1 to this report and is incorporated by reference herein.
Item 8.01 Other Events.
A total of $115,000,000, from the proceeds of the IPO and the sale of the Private Units (net of transaction expenses and working capital)
were placed in the Company’s trust account. Except with respect to interest earned on the funds in the trust account that may be
released to the Company to pay its taxes and dissolution expenses, the proceeds from the IPO and the sale of the Private Units held in
the trust account will not be released until the earliest of (i) the completion of the Company’s initial business combination, (ii)
the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s Amended and Restated
Memorandum and Articles of Association to (A) modify the substance or timing of the Company’s obligation to allow redemption in
connection with an initial business combination or to redeem 100% of the Company’s public shares if the Company does not complete
the Company’s initial business combination within 12 months from the consummation of the IPO, or (B) with respect to any other provision
relating to shareholders’ rights or pre-business combination activity, and (iii) the redemption of all the Company’s public
shares if the Company is unable to complete its initial business combination within 12 months from the consummation of the IPO, subject
to applicable law.
On June 24, 2026, the Company issued a press release,
a copy of which is filed as Exhibit 99.1 to this report, announcing the pricing of the IPO.
On June 26, 2026, the Company issued a press release,
a copy of which is filed as Exhibit 99.2 to this report, announcing the closing of the IPO.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
|
Description of Exhibits |
| 1.1 |
|
Underwriting Agreement,
dated June 24, 2026, by and between the Company and the Representative. |
| |
|
|
| 3.1 |
|
Amended and Restated Memorandum
and Articles of Association, dated June 24, 2026. |
| |
|
|
| 4.1 |
|
Warrant Agreement, dated
June 24, 2026, between the Company and VStock, as warrant agent. |
| |
|
|
| 4.2 |
|
Rights Agreement, dated
June 24, 2026, between the Company and VStock, as rights agent. |
| |
|
|
| 10.1 |
|
Securities Transfer Agreement,
dated June 24, 2026, among the Company and certain directors of the Company. |
| |
|
|
| 10.2 |
|
Private Unit Subscription
Agreement, dated June 24, 2026, between the Company and the Sponsor. |
| |
|
|
| 10.3 |
|
Investment Management Trust
Agreement, dated June 24, 2026, between the Company and Equiniti, as trustee. |
| |
|
|
| 10.4 |
|
Registration Rights Agreement,
dated June 24, 2026, among the Company, the Sponsor, and certain officers and directors of the Company. |
| |
|
|
| 10.5 |
|
Letter Agreement, dated
June 24, 2026, among the Company, the Sponsor, and certain officers and directors of the Company. |
| |
|
|
| 10.6 |
|
Indemnity Agreement, dated
June 24, 2026, between the Company and Xiaolin Zheng. |
| |
|
|
| 10.7 |
|
Indemnity Agreement, dated
June 24, 2026, between the Company and Ying Xu. |
| |
|
|
| 10.8 |
|
Indemnity Agreement, dated
June 24, 2026, between the Company and Joy Yi Hua. |
| |
|
|
| 10.9 |
|
Indemnity Agreement, dated
June 24, 2026, between the Company and Xin Yue Jasmine Geffner. |
| |
|
|
| 10.10 |
|
Indemnity Agreement, dated
June 24, 2026, between the Company and Yuanmei Ma. |
| |
|
|
| 99.1 |
|
Press Release, dated June
24, 2026. |
| |
|
|
| 99.2 |
|
Press Release, dated June
26, 2026. |
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.
| |
Alpex Acquisition Corporation |
| |
|
|
| |
By: |
/s/ Xiaolin Zheng |
| |
Name: |
Xiaolin Zheng |
| |
Title: |
Chief Executive Officer |
| |
|
|
| Date: June 29, 2026 |
|
|
Exhibit 99.1
ALPEX ACQUISITION CORPORATION ANNOUNCES PRICING OF $100 MILLION
INITIAL PUBLIC OFFERING
NEW YORK, June 24, 2026 (GLOBE NEWSWIRE) — Alpex Acquisition
Corporation (NASDAQ: ALPXU) (“Alpex”) announced the pricing of its initial public offering (the “IPO”) of 10,000,000
units at $10.00 per unit. The units are expected to trade on the Nasdaq Global Market (“Nasdaq”) under “ALPXU”
beginning June 25, 2026. Each unit consists of one Class A ordinary share, one redeemable warrant, and one right to receive one-fourth
of one Class A ordinary share upon consummation of an initial business combination. Each whole redeemable warrant entitles the holder
thereof to purchase one Class A ordinary share at an exercise price of $11.50 per share. Upon separate trading, the Class A ordinary shares,
warrants and rights are expected to be listed on Nasdaq under “ALPX,” “ALPXW,” and “ALPXR,” respectively.
D. Boral Capital LLC is acting as sole book-running manager of the
offering. The underwriters have a 45-day option to purchase up to 1,500,000 additional units to cover any over-allotments. The offering
is expected to close on June 26, 2026, subject to customary closing conditions.
A
registration statement on Form S-1 (File No. 333- 294978) for these securities was declared effective by the SEC on June 24, 2026. The
offering is made only by means of a prospectus. Copies of the prospectus may be obtained, from D. Boral Capital LLC, 590 Madison Ave.,
39th Floor, New York, New York 10022, by telephone at (212) 970-5150 or by email at dbccapitalmarkets@dboralcapital.com.
This press release shall not constitute an offer to sell or to buy,
nor shall there be any sale where such offer, solicitation or sale would be unlawful prior to registration or qualification under the
applicable securities laws.
About Alpex Acquisition Corporation
Alpex is a blank check company formed to effect a merger, share exchange,
asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Alpex’s target search
will not be limited to a particular industry or geographic region.
Forward-Looking Statements
This press release contains “forward-looking
statements,” including statements regarding Alpex’s IPO. These statements are subject to risks and uncertainties that could
cause actual results to differ materially. No assurance can be given that the offering will be completed on the terms described, or at
all. Forward-looking statements are subject to numerous conditions, beyond Alpex’s control, including those in the Risk Factors
section of Alpex’s registration statement filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. Alpex
disclaims any obligation to release publicly updates or revisions to any forward-looking statements to reflect any change in Alpex’s
expectations, except as required by law.
Contact
Alpex Acquisition Corporation
Ying Xu
Chief Financial Officer
executive@alpexacquisitioncorp.com
Exhibit 99.2
Alpex Acquisition Corporation Announces Closing of $115,000,000
Initial Public Offering, Including Full Exercise of Over-allotment Option
NEW YORK, June 26, 2026 (GLOBE NEWSWIRE) —
Alpex Acquisition Corporation (NASDAQ: ALPXU) (the “Company”), a Cayman Islands exempted company, announced today the closing
of its initial public offering of 11,500,000 units at $10.00 per unit, which includes the full exercise of the underwriters’ option
to purchase an additional 1,500,000 units to cover over-allotments. The gross proceeds from the offering were $115,000,000 before deducting
underwriting discounts and estimated offering expenses. The units are listed on the Nasdaq Global Market (“Nasdaq”)
and began trading under the ticker symbol “ALPXU” on June 25, 2026. Each unit consists of one Class A ordinary share, one
redeemable warrant, and one right to receive one-fourth of one Class A ordinary share upon consummation of an initial business combination.
Each redeemable warrant entitles the holder thereof to purchase one Class A ordinary share at an exercise price of $11.50 per share. Once
the securities comprising the units begin separate trading, the Class A ordinary shares, warrants and rights are expected to be listed
on Nasdaq under “ALPX,” “ALPXW,” and “ALPXR,” respectively.
Concurrently with the closing of the initial public
offering, the Company closed a private placement of 187,500 units at a price of $10.00 per unit, resulting in gross proceeds of $1,875,000.
The private placement units are identical to the units sold in the initial public offering, subject to certain limited exceptions as described
in the final prospectus.
D. Boral Capital LLC acted as sole book-running
manager of the offering. The Company was represented by Robinson & Cole LLP as its legal counsel, and D. Boral Capital LLC was represented
by Rimon, P.C. as its legal counsel.
Of the net proceeds received from the consummation
of the initial public offering and simultaneous private placement, $115,000,000.00 ($10.00 per unit sold in the public offering) was placed
in trust. An audited balance sheet of the Company as of June 26, 2026, reflecting receipt of the proceeds upon the consummation of the
initial public offering and the private placement, will be included as an exhibit to a Current Report on Form 8-K to be filed by the Company
with the U.S. Securities and Exchange Commission (the “SEC”).
A final prospectus relating to and describing
the final terms of the offering has been filed with the SEC. The offering is being made only by means of a prospectus. Copies of the
prospectus may be obtained, when available, from D. Boral Capital LLC, 590 Madison Ave., 39th Floor, New York, New York 10022, by telephone
at (212) 970-5150 or by email at dbccapitalmarkets@dboralcapital.com. Copies of the final prospectus can also be accessed through the
SEC’s website at www.sec.gov.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Alpex Acquisition Corporation
Alpex Acquisition Corporation is a blank check
company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization
or similar business combination with one or more businesses or entities. The Company’s efforts to identify a prospective target
business will not be limited to a particular industry or geographic region.
Forward-Looking Statements
This press release contains statements that constitute
“forward-looking statements,” including with respect to the initial public offering and the anticipated use of the net proceeds.
No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds
of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the
control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement, preliminary
prospectus and final prospectus for the Company’s offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov.
The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or
circumstances on which any statement is based, except as required by law.
Contact:
Alpex Acquisition Corporation
Ying Xu
Chief Financial Officer
executive@alpexacquisitioncorp.com