TECfusions to go public via Apex Treasury Corp (Nasdaq: APXT) in $4B deal
Rhea-AI Filing Summary
Apex Treasury Corporation entered into a all-stock Business Combination Agreement with TECfusions, Inc., valuing TECfusions at a $4.0 billion pre-money equity value. Existing TECfusions shareholders are expected to receive 400.0 million new Apex common shares, and TECfusions will become a wholly owned subsidiary of a domesticated Delaware corporation expected to trade on Nasdaq under the ticker “TECF”.
The transaction is supported by a $35 million PIPE for 3.5 million Class A shares at $10.00, with cash or share make‑whole protection if the stock trades below $10. The deal requires shareholder approvals, SEC effectiveness of a Form S‑4, HSR clearance, completion of the Cayman‑to‑Delaware domestication, and at least $45.0 million of Available Closing Cash unless waived. TECfusions develops AI‑ready data centers, with 37 MW live in Clarksville, 16 MW live and 12 MW contracted in Tucson, and 2 MW live plus 10 MW contracted in New Kensington, within a stated 3+ GW multi‑year development plan.
Positive
- None.
Negative
- None.
Insights
Analyzing...
8-K Event Classification
Key Figures
Key Terms
Business Combination Agreement regulatory
Domestication regulatory
PIPE Subscription Agreement financial
Available Closing Cash financial
Lock-Up Agreements regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What is the value of the TECfusions business combination with APXT?
How is the PIPE financing structured in the Apex Treasury (APXT) and TECfusions deal?
What closing conditions must be satisfied for the APXT–TECfusions merger?
What business does TECfusions bring into the Apex Treasury (APXT) platform?
How will governance change after the Apex Treasury (APXT) and TECfusions transaction?
What are the key dates and outside termination provisions for the APXT–TECfusions merger?
How are APXT sponsor and insiders affected by the TECfusions transaction?
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)
|
(State or other jurisdiction |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
Not Applicable
(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(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The 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 July 21, 2026, Apex Treasury Corporation, a blank check Cayman Islands exempted company (the “Purchaser” or “Apex”), Stepping Stone Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Purchaser (“Merger Sub”), and TECfusions, Inc., a Florida corporation (the “Company” or “TECfusions”), entered into a business combination agreement (the “Business Combination Agreement”) that contemplates a $4.0 billion equity valuation of the Company and an all-stock combination transaction. The Company 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 Purchaser will transfer to by way of continuation and domesticate as a Delaware corporation and (ii) Merger Sub will merge with and into the Company (the “Merger”), with the Company being the surviving entity of the Merger and becoming a direct, wholly-owned subsidiary of the Purchaser. Upon closing of the Merger (the “Closing,” and the date on which the Closing occurs, the “Closing Date”), the Company will become a direct, wholly-owned subsidiary of Purchaser 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.”
Business Combination Agreement
The Domestication
Subject to satisfaction or waiver of the closing conditions of the Business Combination Agreement (as described below), prior to or on the Closing Date , the following events will occur in connection with the Purchaser changing its jurisdiction of organization from the Cayman Islands to Delaware:
| (a) | each then issued and outstanding Class B ordinary share of the Purchaser, par value $0.0001 per share (each, a “Class B Ordinary Share”), will convert (the “Sponsor Share Conversion”) automatically, on a one-for-one basis, into one Class A ordinary share of the Purchaser, par value $0.0001 per share (each, a “Class A Ordinary Share”); | |
| (b) | immediately after the Sponsor Share Conversion, the Purchaser will transfer by way of continuation and deregistration to and domesticate as a Delaware corporation (such continuation and domestication, the “Domestication”); and | |
| (c) | in connection with, and after giving effect to, the Domestication, (i) each then issued and outstanding Class A Ordinary Share will convert automatically, on a one-for-one basis, into one share of common stock of the Purchaser, par value $0.0001 per share (“Common Stock”), (ii) each then issued and outstanding warrant of the Purchaser will convert automatically into a warrant to acquire one (1) share of Common Stock (each a “Domesticated Purchaser Warrant”), and (iii) each then issued and outstanding unit of the Purchaser will be canceled and will thereafter entitle the holder thereof to one share of Common Stock and one-half of one Domesticated Purchaser Warrant in accordance with the terms of the applicable unit (provided that no fractional Domesticated Purchaser Warrants will be issued). |
1
Conversion of Securities
Pursuant to the terms of the Business Combination Agreement, the aggregate consideration (“Aggregate Consideration”) to be paid to the existing stockholders of the Company (the “Company Stockholders”) at the Closing is 400.0 million newly issued shares of Common Stock, equal to the $4.0 billion base purchase price divided by $10.00 per share.
At the effective time of the Merger (the “Effective Time”), each (i) share of common stock of the Company (each a “Company Share”) issued and outstanding immediately prior to the Effective Time, other than shares owned by the Purchaser, Merger Sub or the Company (in treasury or otherwise), will be canceled and converted into the right to receive a number of shares of Common Stock equal to the Exchange Ratio, which is equal to the Aggregate Consideration divided by the Company fully diluted shares count, and (ii) each outstanding and unexercised option to purchase Company Shares, whether or not then vested or fully exercisable, will be canceled and converted into an option to purchase shares of Domesticated Purchaser Common Stock. Any Company Share subject to vesting or forfeiture provisions immediately prior to the Effective Time will continue to be subject to the same vesting and forfeiture provisions after conversion.
Registration Statement
As promptly as practicable after the date of the Business Combination Agreement and following receipt by the Purchaser of the audited consolidated financial statements of the Company for the period from January 1, 2024 through December 31, 2025, audited in accordance with PCAOB auditing standards (the “PCAOB Financial Statements”), and any other audited or unaudited financial statements of the Company and its subsidiaries required by applicable law to be included in the Registration Statement (the “Financial Statements”), the Purchaser and the Company will jointly prepare and the Purchaser will file with the Securities and Exchange Commission (the “SEC”), a registration statement on Form S-4, or other appropriate form (the “Registration Statement”), which will include a prospectus with respect to the Purchaser’s securities to be issued in connection with the Business Combination Agreement and a proxy statement (the “Proxy Statement” and, together with the Registration Statement, the combined document is referred to as the “Proxy Statement/Registration Statement”) to be distributed to the Purchaser’s shareholders in connection with the matters to be submitted to the Purchaser’s shareholders for approval.
Representations and Warranties
The Business Combination Agreement contains customary representations and warranties of (a) the Purchaser and Merger Sub and (b) the Company and its subsidiaries, in each case relating to, among other things, their ability to enter into the Business Combination Agreement, their outstanding capitalization, due organization, compliance with laws and other corporate matters. The representations and warranties of the Purchaser, the Company and Merger Sub will not survive the Closing, with the exception of fraud claims, and the Business Combination Agreement does not provide for indemnification with respect to any of the representations and warranties of the parties thereto.
Covenants
The Business Combination Agreement contains customary covenants of the parties, including, among others, covenants requiring (i) the parties to conduct their respective businesses in the ordinary course through the Closing Date, (ii) the Company and its subsidiaries to comply with certain restrictions on soliciting or engaging in discussions regarding certain alternative transactions, (iii) the Purchaser and the Company to prepare and the Purchaser to file with the SEC the Registration Statement, and (iv) the Company to deliver to the Purchaser the PCAOB Financial Statements and the Financial Statements as soon as reasonably practicable following the date of the Business Combination Agreement, and in any event, no later than September 30, 2026. The Company is required to seek approval of the Company Stockholders in the form of a written consent resolution (the “Company Stockholder Consent”) within 72 hours after the Proxy Statement/Registration Statement is declared effective by the SEC and delivered or otherwise made available to the Company Stockholders. None of the covenants and agreements of the parties contained in the Business Combination Agreement will survive the Closing, except for those covenants and agreements contained therein that by their terms expressly apply in whole or in part at or after the Closing, and then only with respect to any breaches occurring at or after the Closing.
2
Governance
The Business Combination Agreement provides that, effective as of the Closing, the board of directors of the Purchaser (the “Board”) will consist of five (5) directors divided into three (3) classes of directors with staggered terms. One (1) director will be designated by the Sponsor, and will be assigned to the third class of directors, with an initial term expiring at the third annual meeting of stockholders following the Closing, and the remaining directors will each be designated by the Company prior to the Closing. The executive officers of Purchaser immediately following the Closing will be the individuals designated by the Company. If the number of directors serving on the Board is increased or decreased, the number of directors per each class will be apportioned by the Board so as to maintain the proportion of directors in each class as nearly equal as possible.
Closing; Conditions to Closing
The Closing will occur no later than the third business day following the satisfaction or waiver of all of the closing conditions, or at such other time or in such other manner as agreed upon by the Purchaser and the Company in writing.
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 Purchaser and the Company 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 Purchaser’s shares of Common Stock to be issued in connection with the Transactions will be conditionally approved for listing upon the Closing 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; (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 the Company, there will be at least $45.0 million in Available Closing Cash (as defined in the Business Combination Agreement) as of the Closing.
Termination
The Business Combination Agreement may be terminated prior to the Closing in the following circumstances:
| (a) | by mutual written consent of the Purchaser and the Company; | |
| (b) | by the Company if the Purchaser’s board of directors withdraws, amends, qualifies or modifies its recommendation to the Purchaser’s shareholders that they vote in favor of the Transactions; | |
| (c) | by either the Company or the Purchaser if the Purchaser’s shareholders do not approve the Transactions; | |
| (d) | by either the Company or the Purchaser if the Closing has not occurred by March 31, 2027 and no breach or violation of the Business Combination Agreement by the party seeking to terminate caused or resulted in the failure of the Transactions to be consummated by such time; | |
| (e) | by either the Company or the Purchaser if any governmental authority of competent jurisdiction will have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the Transactions, and such order or other action has become final and non-appealable; |
3
| (f) | by either the Company or the Purchaser, upon a material breach of any representation, warranty, covenant or agreement on the part of the other in the Business Combination Agreement which would result in a failure of a closing condition and such breach is not cured within 20 days following receipt of a written notice of such breach; | |
| (g) | by either the Company or the Purchaser if all of the closing conditions are satisfied or waived and the other fails to effect the Closing within five business days after the other has irrevocably confirmed in writing it is ready, willing and able to consummate the Closing; or | |
| (h) | by the Purchaser if (i) the Company fails to deliver the PCAOB Financial Statements and the Financial Statements on or before September 30, 2026 or (ii) the Company fails to obtain and deliver the Company Stockholder Consent within five (5) business days after the Registration Statement is declared effective under the Securities Act. |
If the Business Combination Agreement is terminated, the Business Combination Agreement will become void and have no effect, without any liability on the part of any party thereto or its respective representatives, except that (i) certain provisions, including those relating to public announcements, confidential information, and miscellaneous matters, will survive termination, and (ii) nothing will relieve any party from liability for any willful breach or any fraud claim occurring prior to such termination.
The foregoing description of the Business Combination Agreement and the Transactions does not purport to be complete and is qualified in its entirety by reference to the full text of the Business Combination Agreement and any related agreements. The Business Combination Agreement is included to provide securityholders with information regarding its terms. It is not intended to provide any other factual information about the Purchaser, the Company or the other parties thereto. In particular, the assertions embodied in representations and warranties by Purchaser, Merger Sub and the Company contained in the Business Combination Agreement are solely for the benefit of the parties to the Business Combination Agreement, are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement, including being qualified by confidential information in the disclosure schedules provided by the parties in connection with the execution of the Business Combination Agreement, and are subject to standards of materiality applicable to the contracting parties that may differ from those applicable to securityholders. The confidential disclosures contain information that modifies, qualifies and creates exceptions to the representations, warranties, covenants and agreements set forth in the Business Combination Agreement. Moreover, certain representations and warranties in the Business Combination Agreement were used for the purpose of allocating risk between the parties, rather than establishing matters as facts. Investors and securityholders are not third-party beneficiaries under the Business Combination Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in the Purchaser’s public disclosures.
The foregoing description of the Business Combination Agreement is qualified in its entirety by reference to the full text of the Business Combination Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K (this “Report”) and is incorporated herein by reference.
PIPE Subscription Agreement
Concurrently with the execution of the Business Combination Agreement, the Purchaser and an institutional accredited investor (the “PIPE Investor”) entered into the PIPE subscription agreement (the “PIPE Subscription Agreement”), pursuant to which the Purchaser has agreed to issue, and the PIPE Investor has agreed to subscribe for, 3.5 million Purchaser Class A Ordinary Shares (the “PIPE Shares”) to be issued by the Purchaser 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 Business Combination.
4
Following the closing of the Business Combination, if, on the date the Initial Registration Statement (as defined below) is declared effective by the SEC (the “Measurement Date”), the Common Stock is trading on Nasdaq at a price per share which is less than $10.00 (the “Measurement Price”), the Purchaser will, at its option, either (i) remit to the PIPE Investor a cash amount equal to the product of (1) the difference between $10.00 and the greater of the Measurement Price and $5.00, multiplied by (2) the number of PIPE Shares, or (ii) issue to the PIPE Investor, for no additional consideration, a number of additional shares of Common Stock (the “Make-Whole Shares”) equal to the quotient obtained by dividing (A) the cash amount that would be payable pursuant to clause (i), calculated after giving effect to the $5.00 per share floor, by (B) the actual Measurement Price, without giving effect to such floor.
The PIPE Subscription Agreement provides certain resale registration rights for the PIPE Investor. In particular, the Purchaser is required to file with the SEC, within 20 business days after the Closing Date, a registration statement covering the resale of the PIPE Shares (the “Initial Registration Statement”) and, if Make-Whole Shares are issued, to file with the SEC a registration statement within 45 business days after the issuance of such Make-Whole Shares covering such Make-Whole Shares (the “Make-Whole Registration Statement”, and together with the Initial Registration Statement, the “PIPE Registration Statements”), and, in each case, the Purchaser agrees to use its commercially reasonable efforts to have each PIPE Registration Statement declared effective as soon as practicable after the filing thereof, but in any event no later than the earlier of (i) 90 calendar days after the filing thereof if the SEC notifies the Purchaser that it will “review” the applicable PIPE Registration Statement and (ii) 10 business days after the Purchaser is notified by the SEC that the applicable PIPE Registration Statement will not be “reviewed” or will not be subject to further review. The Purchaser has agreed to use its commercially reasonable efforts to keep each PIPE Registration Statement effective until the earliest of (i) the date on which the PIPE Shares or the Make-Whole Shares, as applicable, may be resold without volume or manner of sale limitations pursuant to Rule 144 under the Securities Act, (ii) the date on which such PIPE Shares or Make-Whole Shares, as applicable, have actually been sold and (iii) the second anniversary of the Closing Date. If the Purchaser fails to cause the applicable PIPE Registration Statement to be declared effective by the SEC within the applicable time period specified above, then the Purchaser will pay the PIPE Investor liquidated damages in an amount equal to $10,000 for each trading day during which such failure continues, beginning on the first trading day after the applicable deadline until the applicable PIPE Registration Statement has been declared effective by the SEC. Any amount due under the foregoing sentence will be paid by the Purchaser within five business days after the applicable PIPE Registration Statement has ultimately been declared effective.
The PIPE Subscription Agreement will terminate, and be of no further force and effect upon the earliest to occur of (a) such date and time as the Business Combination Agreement is terminated in accordance with its terms, (b) the mutual written agreement of the parties to the PIPE Subscription Agreement to terminate such agreement, (c) if any of the conditions precedent set forth in Section 3.2 of the PIPE Subscription Agreement are not satisfied or waived on or prior to the closing of the PIPE Investment and, as a result thereof, the transactions contemplated by the PIPE Subscription Agreement are not consummated at such closing or (d) March 31, 2027.
The foregoing description of the PIPE Subscription Agreement is qualified in its entirety by reference to the full text of the PIPE Subscription Agreement, a copy of which is filed as Exhibit 10.1 to this Report and is incorporated herein by reference.
Stockholder Support Agreement
On July 21, 2026, the Purchaser, the Company and the Company Stockholder party thereto entered into a Stockholder Support Agreement (the “Stockholder Support Agreement”), pursuant to which, among other things, and subject to the terms and conditions set forth therein, the Company Stockholder party thereto agreed (a) to attend and vote at any meeting of the Company Stockholders (including any postponement or adjournment thereof) and execute and deliver the Company Stockholder Consent or other approval of the Company Stockholders requested by the Company, with respect to all of the (i) Company Shares held by the Company Stockholder party thereto and (ii) Company Shares of which beneficial ownership, record ownership, and/or the power to vote (including, without limitation, by proxy or power of attorney) is acquired by such Company Stockholder prior to the termination of the Stockholder Support Agreement (the “Interests”) held by the Company Stockholder party thereto (A) in favor of the approval and adoption of the Business Combination Agreement, the Merger and the other Transactions, and (B) against any action, agreement or transaction or proposal that would reasonably be expected to prevent, impede, interfere with, delay, postpone or adversely affect the Merger or the other Transactions in any material respect and (b) not to transfer any of its Interests prior to the Closing, subject to certain exceptions.
5
The foregoing description of the Stockholder Support Agreement is qualified in its entirety by reference to the full text of the Stockholder Support Agreement, a copy of which is filed as Exhibit 10.2 to this Report and is incorporated herein by reference.
Sponsor Support Agreement
On July 21, 2026, Apex Treasury Sponsor LLC, the existing sponsor of the Purchaser (the “Sponsor”), the Company, the Purchaser and certain existing shareholders of the Purchaser named therein, executed a Sponsor Support Agreement (the “Sponsor Support Agreement”), pursuant to which, among other things, and subject to the terms and conditions set forth therein, Sponsor and the other Purchaser shareholders party thereto agreed (a) to vote all of the Purchaser ordinary shares that they hold in favor of the Business Combination Agreement, the Transactions and any related actions, and against any other transactions or proposals intended, or that would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the Transactions in any material respect and (b) not to transfer or redeem any of the Purchaser ordinary shares held by them prior to the Closing, subject to certain exceptions.
Additionally, pursuant to the Sponsor Support Agreement, the Sponsor agreed to forfeit certain of its Purchaser Class B Ordinary Shares (in an aggregate amount not to exceed 3.15 million) effective as of immediately prior to (and contingent upon) the Closing. The total number of Class B Ordinary Shares to be forfeited by the Sponsor is equal to the sum of (i) 50% of the number of new shares (if any) to be issued by the combined company at the Closing as consideration or inducement payments pursuant to the terms of any non-redemption agreements or subscription agreements entered into by Purchaser in connection with the PIPE Investment or other forms of financings, plus (ii) the product of the percentage of Purchaser Class A Ordinary Shares redeemed in connection with the Transactions, multiplied by the total number of Sponsor’s remaining Purchaser Class B Ordinary Shares (after giving effect to forfeitures in the immediately preceding clause (i)); provided, however, that in no event will the aggregate number of forfeited Sponsor Class B Ordinary Shares exceed 3.15 million.
The foregoing description of the Sponsor Support Agreement is qualified in its entirety by reference to the full text of the Sponsor Support Agreement, a copy of which is filed as Exhibit 10.3 to this Report and is incorporated herein by reference.
Amended and Restated Registration Rights Agreement
In connection with the Closing, the Purchaser, certain of the Purchaser’s shareholders (including Sponsor) and certain of the Company Stockholders will enter into an Amended and Restated Registration Rights Agreement substantially in the form attached as Exhibit E to the Business Combination Agreement (the “Registration Rights Agreement”), which will amend and restate the Purchaser’s existing registration rights agreement. Pursuant to the terms of the Registration Rights Agreement, effective upon the Closing, the Purchaser will, within 20 business days after the Closing, file with the SEC (at the Purchaser’s sole cost and expense) a shelf registration statement (the “Shelf Registration Statement”) registering the resale of certain securities held by or issuable to the Purchaser’s stockholders party thereto (“Registration Rights Holders”), and the Purchaser will use its reasonable best efforts to have the Shelf Registration Statement declared effective as soon as reasonably practicable after the filing thereof. In certain circumstances, the Registration Rights Holders can demand underwritten offerings and will be entitled to certain customary piggyback registration rights, in each case subject to certain limitations set forth in the Registration Rights Agreement.
The foregoing description of the form of Registration Rights Agreement is qualified in its entirety by reference to the full text of the form of Registration Rights Agreement, a copy of which is included as Exhibit E to the Business Combination Agreement, filed as Exhibit 2.1 to this Report, and incorporated herein by reference.
Lock-Up Agreements
In connection with the Closing, certain of the Purchaser’s shareholders (including Sponsor) and the Company Stockholders will enter into Lock-Up Agreements with the Purchaser substantially in the form attached as Exhibit F to the Business Combination Agreement (each a “Lock-Up Agreement”). Each Lock-Up Agreement will provide that the securities held by such stockholder of the Purchaser will be subject to transfer restrictions (subject to certain customary exceptions) for the period commencing on the Closing Date and ending on the earliest to occur of (x) the six-month anniversary of the Closing Date and (y) subsequent to the Closing, (A) if the last sale price of the Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30 consecutive trading day period commencing at least 90 days after the Closing or (B) the date on which Purchaser completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. In addition, the Company’s founder and controlling stockholder, Mr. Simon Tusha (and his respective trust(s) and controlled entities), will be permitted under the Lock-Up Agreement to sell up to $100 million in aggregate gross sales price of his shares of Common Stock at any time following the effective date of the Shelf Registration Statement.
6
The foregoing description of the form of Lock-Up Agreement is qualified in its entirety by reference to the full text of the form of Lock-Up Agreement, a copy of which is included as Exhibit F to the Business Combination Agreement, filed as Exhibit 2.1 to this Report, and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K under the heading “PIPE Subscription Agreement” is incorporated by reference in this Item 3.02. The PIPE Shares (and any related Make-Whole Shares) will be issued to the PIPE Investor in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act.
Item 8.01 Other Events.
On July 22, 2026, the Purchaser and the Company issued a joint press release announcing the execution of the Business Combination Agreement. The press release is filed herewith as Exhibit 99.1 and incorporated by reference herein.
Filed herewith as Exhibit 99.2 and incorporated herein by reference is an investor presentation that the Purchaser and the Company have prepared for use in connection with the Business Combination Agreement.
************
Additional Information
In connection with the proposed business combination, Apex and the Company intend to file the Registration Statement with the SEC, which will include preliminary and definitive proxy statements to be distributed to Apex’s shareholders in connection with Apex’s solicitation for proxies for the vote by Apex’s shareholders in connection with the proposed business combination and other matters to be described therein, as well as the prospectus relating to the offer of the securities to be issued to the Company’s shareholders in connection with the completion of the proposed business combination. After the Registration Statement has been filed and declared effective, a definitive proxy statement and other relevant documents will be mailed to shareholders of Apex as of the record date established for voting on the proposed business combination.
This Report does not contain all the information that should be considered concerning the proposed business combination and is not a substitute for the Registration Statement, preliminary or definitive proxy statement/prospectus or for any other document that Apex may file with the SEC. Before making any voting or investment decision, Apex shareholders and other interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto and, once available, the Registration Statement, definitive proxy statement/prospectus, as well as other documents filed with the SEC by Apex in connection with the proposed business combination because these documents will contain important information about Apex, the Company and the proposed business combination.
7
Shareholders will be able to obtain copies of the preliminary or definitive proxy statement/prospectus, once available, as well as other documents filed by Apex with the SEC, without charge, through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by Apex may be obtained free of charge from Apex’s website at https://www.apextreasurycorp.com. The information contained on, or that may be accessed through, the websites referenced in this Report is not incorporated by reference into, and is not a part of, this Report.
Participants in the Solicitation
Apex, the Company and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from Apex’s shareholders in connection with the proposed business combination. Information regarding the persons who may be deemed participants will be set forth in the proxy statement/prospectus when filed by Apex with the SEC. You can find more information about Apex’s directors and executive officers in the Registration Statement and the proxy statement/prospectus which forms a part thereof, once available. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the Registration Statement and the proxy statement/prospectus which forms a part thereof when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions.
Cautionary Note Regarding Forward Looking Statements
This Report contains forward-looking statements, including projections of market opportunity and market share; estimates of customer penetration rates and usage patterns; projections regarding TECfusions’ ability to commercialize new products and technologies; projections of development and commercialization costs and timelines; expectations regarding TECfusions’ ability to execute its business model; expectations regarding TECfusions’ ability to attract, retain, and expand its customer base; TECfusions’ expectations concerning relationships with strategic partners, suppliers, governments, state-funded entities, regulatory bodies and other third parties; TECfusions’ ability to maintain, protect, and enhance its intellectual property; future partnerships, ventures or investments in companies, products, services or technologies; the successful consummation and potential benefits of the proposed business combination, including the anticipated PIPE financing; and the potential for TECfusions to increase in value. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters.
These forward-looking statements are provided for illustrative purposes only and must not be relied on as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. These statements are subject to known and unknown risks, uncertainties and assumptions that may cause the actual results, levels of activity, performance or achievements of the combined company following the proposed business combination (the “Combined Company”) to be materially different from any future results expressed or implied by such statements. Such risks and uncertainties include: that TECfusions is pursuing an emerging technology and may not achieve commercialization or market acceptance; TECfusions’ historical net losses and limited operating history; expectations regarding future financial performance, capital requirements and unit economics; TECfusions’ competitive landscape; dependence on key management; the potential need for additional future financing; TECfusions’ ability to manage growth; reliance on strategic partners and third parties; risks associated with privacy, data protection or cybersecurity incidents; the use, rate of adoption, and regulation of artificial intelligence and machine learning; uncertainty or changes with respect to laws, regulations, taxes, trade conditions and the macroeconomic environment; the Combined Company’s ability to maintain internal control over financial reporting; the possibility that required regulatory approvals for the proposed business combination are delayed or not obtained; the risk that Apex shareholders could elect to have their shares redeemed; the outcome of any legal proceedings or government investigations; failure to realize the anticipated benefits of the proposed business combination; and other factors described in Apex’s filings with the SEC. If any of these risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither TECfusions nor Apex presently know or that TECfusions or Apex currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect TECfusions’ and Apex’s expectations, plans or forecasts of future events and views as of the date of this Report. Neither TECfusions nor Apex undertakes any obligation to revise or update publicly any forward-looking statement to reflect future events or circumstances. Nothing contained herein constitutes or will be deemed to constitute a forecast, projection or estimate of the future financial performance of TECfusions, Apex or the Combined Company, following the implementation of the proposed business combination or otherwise. Accordingly, undue reliance should not be placed on these statements.
8
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.
An investment in Apex is not an investment in any of our founders’ or Sponsor’s past investments, companies or affiliated funds. The historical results of those investments are not indicative of future performance of Apex, which may differ materially from the performance of our founders’ or Sponsor’s past investments.
No Offer or Solicitation
The securities to which this Report relates have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. This Report relates to securities that Apex intends to offer in reliance on exemptions from the registration requirements of the Securities Act and other applicable laws. These exemptions apply to offers and sales of securities that do not involve a public offering. This Report and any statements made in connection with this Report are for informational purposes only and do not constitute an offer to sell or the solicitation of an offer to buy, or a recommendation to purchase, any securities, or a solicitation of any vote, consent or approval, nor shall there be any sale of securities in any jurisdiction in which, or to any person to whom, such offer, solicitation or sale may be unlawful under the securities laws of any such jurisdiction. This communication is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, or exemption therefrom.
Investment in any securities described herein has not been approved by the SEC or any other regulatory authority nor has any authority passed upon or endorsed the merits of the business combination or the accuracy or adequacy of the information contained herein. Any representation to the contrary is a criminal offense.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| Number | Description | |
| 2.1*§ | Business Combination Agreement, dated as of July 21, 2026, by and among Apex Treasury Corporation, Stepping Stone Merger Sub, Inc., and TECfusions, Inc. | |
| 10.1*§ | PIPE Subscription Agreement, dated July 21, 2026, by and between Apex Treasury Corporation and Eleven Ventures LLC | |
| 10.2§ | Stockholder Support Agreement, dated as of July 21, 2026, by and among Apex Treasury Corporation, TECfusions, Inc. and the stockholder of TECfusions, Inc. party thereto | |
| 10.3*§ | Sponsor Support Agreement, dated as of July 21, 2026, by and among TECfusions, Inc., Apex Treasury Corporation, Apex Treasury Sponsor LLC and the other shareholders of Apex Treasury Corporation party thereto | |
| 99.1 | Joint Press Release of TECfusions, Inc. and Apex Treasury Corporation issued July 22, 2026 | |
| 99.2 | Investor Presentation, dated July 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Schedules and/or exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. Apex Treasury Corporation agrees to furnish supplementally a copy of any omitted schedule and/or exhibit to the Securities and Exchange Commission upon request. |
| § | Certain portions of this exhibit (indicated by “[***]”) have been redacted pursuant to Item 601(a)(6) of Regulation S-K. |
9
SIGNATURE
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.
Dated: July 22, 2026
| APEX TREASURY CORPORATION | ||
| By: | /s/ Hugh Cochrane | |
| Name: | Hugh Cochrane | |
| Title: | Co-Chief Executive Officer | |
10
Exhibit 99.1
TECFUSIONS, A RAPIDLY GROWING DEVELOPER AND OPERATOR OF AI-READY DATA CENTERS AND POWER INFRASTRUCTURE, SIGNS BUSINESS COMBINATION AGREEMENT WITH APEX TREASURY CORP.
TECfusions is positioned where accelerating AI data center demand meets a scarcity of power-secured capacity.
Company ethos centered on the fusion of ‘Technology, Environment, Community’ focuses on delivering AI-ready capacity while advancing environmental redevelopment and local community outcomes.
Unique adaptive reuse strategy designed to convert legacy industrial sites into AI-ready, power-enabled data center infrastructure, accelerating deployment in power-constrained markets.
The Transaction values TECfusions at a pre-money equity value of $4.0 billion and includes a $35 million PIPE from an institutional investor at $10.00 per share.
Clearwater, FL, and Vero Beach, FL, July 22, 2026 -- TECfusions, Inc. (“TECfusions” or the “Company”), an AI infrastructure company focused on designing, building, and leasing next-generation data centers, and Apex Treasury Corp. (Nasdaq: APXT) (“Apex Treasury”), a publicly traded special purpose acquisition company, today announced that they have entered into a definitive agreement for a business combination (the “Transaction” or the “Business Combination”) that would result in TECfusions becoming a publicly traded company on Nasdaq under the proposed ticker symbol “TECF”. Concurrent with the entry into the definitive Business Combination agreement (the “Business Combination Agreement”), an institutional investor entered into a subscription agreement for an aggregate of $35 million of securities in a PIPE investment at the same $4.0 billion pre-money equity valuation of TECfusions.
BACKGROUND
TECfusions is building a differentiated digital infrastructure platform for the AI era through a vertically integrated approach to AI-ready data center development. The Company’s approach aims to combine adaptive reuse of existing real estate, efficient low water usage cooling, and integrated power infrastructure to support large-scale compute deployments for hyperscalers, neocloud tenants, and enterprise AI customers. This platform is built around three core pillars of Technology, Environment, and Community guiding site selection, development, and operations. TECfusions aims to provide space, power and cooling to its tenants, while avoiding direct exposure to the more volatile GPU ownership and compute layer.
Today, TECfusions has operating and development activity in three strategic U.S. markets, namely Clarksville, Virginia; Tucson, Arizona; and New Kensington, Pennsylvania. These sites have the potential to support a multi-gigawatt (“GW”) development pipeline over time while enabling environmental redevelopment and community partnership programs in legacy industrial markets, and providing a foundation for expansion into additional markets as AI data center demand continues to grow and power availability, site readiness, and speed of deployment become increasingly important.
A core part of TECfusions’ strategy is the adaptive reuse of legacy industrial properties, which can materially accelerate deployment, lower capital expenditures, and reduce zoning and entitlement complexity relative to traditional greenfield development. When paired with an integrated power strategy that includes on-site generation, this approach is designed to give TECfusions greater control over speed, cost, resilience, and scalability as demand for power-secured AI infrastructure continues to increase. By focusing on adaptive reuse, TECfusions aims to convert underutilized industrial properties into productive assets that can support jobs, tax base, and community programs in host markets. This adaptive reuse approach, combined with low-water, high-efficiency cooling and integrated power infrastructure, is designed to support large-scale compute deployments while reducing environmental impact.
TECfusions’ current portfolio reflects a mix of live, contracted, and planned capacity. In Clarksville, Virginia, the Company has 37 megawatts (“MW”) live; in Tucson, Arizona, it has 16 MW live, and an additional 12 MW contracted; and in New Kensington, Pennsylvania, Phase 1 comprises 12 MW that is fully contracted, with 2 MW currently live, and subsequent phases planned to provide for future expansion capacity. Each of these sites has been developed with TECfusions’ Technology, Environment, Community framework in mind, including plans for local employment, training, and redevelopment initiatives.
Simon Tusha, Founder of TECfusions, commented, “This Transaction marks an important milestone for TECfusions and reflects the strength of our strategy to build AI-ready infrastructure where power availability, speed, and execution matter most. We believe the opportunity is being driven not only by rising AI demand, but also by the growing scarcity of power-secured capacity and the need for faster, more flexible deployment models.”
Tusha continued, “As demand for AI and high-performance compute continues to grow, customers increasingly need scalable, resilient data center capacity on timelines that traditional development models often cannot match. As a public company, we anticipate access to the public capital markets will enhance our ability to accelerate development across our existing portfolio, expand into additional strategic markets, and continue building a leading infrastructure platform for the global AI economy in partnership with the communities.”
Ajmal Rahman, Chairman of the Board and Co-Chief Executive Officer of Apex Treasury, stated, “We have been deeply impressed by both the ambition of the TECfusions strategy and the progress the leadership team has already made in bringing that strategy to life. The Company has built a platform that speaks directly to where the market is today, with a focus on power access, accelerated deployment, and AI-ready infrastructure. We also believe the investment opportunity is supported by a visible set of potential catalysts, including customer commitments, site expansion, infrastructure partnerships, and other milestones that can help demonstrate execution as the Company enters the public markets. We are excited to undertake this Transaction with TECfusions; we believe the business is well positioned for its next chapter as a public company, and look forward to supporting that next phase of growth and helping build long-term shareholder value.”
MARKET OPPORTUNITY & CATALYSTS
The U.S. data center market is experiencing a period of sustained expansion, with projected growth of more than 10% annually from $126 billion in 2025 to $277 billion by 2033. Within that market the AI data center segment is expected to grow at more than 20% annually, expanding from $35 billion to $167 billion over the same period, underscoring that an increased share of industry growth is being driven by AI workloads rather than traditional enterprise demand. Supply of suitable AI data center capacity remains tight, leasing activity is expected to remain elevated, and power availability has become a primary bottleneck in site selection.
Alongside this expansion, stakeholders are increasingly focused on the impact of data center growth on power availability, water resources, and local communities. TECfusions’ strategy is designed to address these concerns by combining adaptive reuse, integrated power, and low-water cooling with community partnerships and redevelopment initiatives. At the same time, customers, communities, and policymakers are focused on how data center growth affects power availability, water resources, and local economies. TECfusions’ Technology, Environment, Community model - combining adaptive reuse, integrated power, and low-water cooling - is designed to respond to those concerns while delivering AI-ready capacity.
2
Importantly, the timing of this opportunity is being shaped by a market that is expanding quickly while becoming harder to serve. AI-driven demand is increasing at the same time that power availability, interconnection timing, and site readiness are all becoming major constraints, which is increasing the value of platforms that can move from site control to energized capacity on accelerated timelines.
Against that backdrop, TECfusions is positioned around one of the most critical constraints in the market: the ability to deliver powered, AI-ready capacity quickly in an environment where demand is accelerating and both power-secured and thermally capable capacity remain constrained. The business model aims to combine adaptive reuse, integrated power, and a stated 3+ GW development plan, which the Company believes can compress deployment timelines from years to months and reduce reliance on constrained utility interconnection queues.
TECfusions also sees a number of visible catalysts that could support continued momentum, including additional government-backed infrastructure or energy initiatives, hyperscaler and neocloud commitments, new site announcements, offtake and leasing agreements, and community partnerships tied to redevelopment and job creation. The Company believes the policy backdrop is becoming increasingly relevant, as government-supported energy and infrastructure initiatives may further elevate the strategic importance of grid-resilient, rapidly deployable AI infrastructure. Visible catalysts include site development milestones, leasing and offtake agreements, hyperscaler and neocloud commitments, government-supported energy and infrastructure initiatives, and community redevelopment and job-creation programs across TECfusions’ markets.
DIFFERENTIATION
TECfusions’ differentiation is built around three key elements - experienced leadership, infrastructure control, and exposure to a structurally supply-constrained market - all underpinned by its Technology, Environment, Community focus. The Company provides powered shell, colocation, and turnkey deployment options depending on customer needs.
At the center of that positioning is founder Simon Tusha, who over more than two decades has worked across five continents and completed more than 1,500 data center projects.
Under the founder’s guidance and with a leadership team with extensive experience in the data center market, TECfusions has built a model intended to offer greater control over the elements that matter most in today’s development environment. By combining site development, power strategy, and infrastructure delivery in one coordinated approach, and by using adaptive reuse and on-site generation to reduce dependence on traditional greenfield timelines and utility interconnection processes, the Company is aiming to improve speed to market, delivery certainty, and capital efficiency. Those attributes are increasingly important as customers seek deployable, high-density infrastructure on tighter timelines.
Accordingly, TECfusions’ strategy is designed to compete where market friction is highest. Rather than approaching development as a sequence of separate real estate, utility, and construction steps, the Company integrates those elements into a single execution model intended to reduce delays, improve delivery certainty, and better align capacity build-out with customer demand. That is particularly relevant in markets where power access and speed to deployment are becoming key differentiators.
TECfusions has already demonstrated initial execution of its strategy:
| ● | 37 MW live and fully leased in Clarksville, Virginia, | |
| ● | 16 MW live and fully leased, with an additional 12 MW contracted, in Tucson, Arizona, and | |
| ● | 2 MW live and fully leased, with an additional 10 MW contracted, in New Kensington, Pennsylvania. |
3
The Company’s flagship site at New Kensington, Pennsylvania includes a 1,400-acre campus with existing industrial structures totaling more than one million square feet, as well as on-site wells accessing Marcellus Shale natural gas. The New Kensington campus is also a focal point for TECfusions’ environmental redevelopment and community partnership efforts, including plans for local employment, training, and long-term engagement with regional stakeholders.
The Company believes its existing site plans can support capacity of at least 3 GW reflecting the scale of the development opportunity embedded in the current portfolio and future phases of site expansion.
TECfusions’ strategy is tied not only to long-term AI demand growth, but also to participation in one of the more supply-constrained and strategically important layers of digital infrastructure, where power, cooling, and deployment capacity are becoming increasingly important drivers of value creation. The Company also believes its strategy can support environmental redevelopment, local job creation, and community partnerships across the Company’s markets.
TRANSACTION SUMMARY
The Transaction values TECfusions at a pre-money equity value of $4.0 billion and implies a pro forma enterprise value of approximately $4.2 billion, assuming no redemptions by existing Apex Treasury public shareholders and $35 million in gross committed PIPE proceeds. Expected proceeds are intended to support development across existing sites and balance sheet growth and pay transaction expenses. The Transaction is expected to provide TECfusions with additional access to the public capital markets to support site development, future expansion, and broader strategic flexibility as demand for AI-ready infrastructure continues to grow.
Following closing, TECfusions’ existing management team is expected to continue leading the combined company following the Transaction (the “Combined Company”), and TECfusions shareholders are expected to roll over 100% of their equity into the public company. The Transaction has been approved by the boards of directors of both TECfusions and Apex Treasury and is anticipated to close during the fourth quarter of 2026, subject to customary closing conditions, including approval by Apex Treasury’s shareholders.
A summary of the material terms of the Transaction, including a copy of the Business Combination Agreement and other related documents, will be included in a Current Report on Form 8-K to be filed by Apex Treasury with the U.S. Securities and Exchange Commission (the “SEC”). Additional information about the proposed Business Combination will be described in the registration statement on Form S-4, which Apex Treasury and TECfusions will file with the SEC.
INVESTOR WEBINAR
TECfusions and Apex Treasury will host a joint investor information webinar on Tuesday, July 28, 2026 at 11:00am Eastern Time, to provide additional detail on the Transaction, TECfusions’ strategy, its operating footprint, and the outlook for AI-focused data center infrastructure demand.
The webinar will feature a management presentation followed by a live question-and-answer session. Discussion topics are expected to include the Company’s adaptive reuse model, integrated power strategy, and community engagement efforts across its strategic markets.
To register for the webinar, please visit: https://us06web.zoom.us/webinar/register/WN_08lojRIWTv6fb3IoFxg-Iw
For those unable to attend live, a replay of the webinar will be made available on the TECfusions website following the event at www.tecfusions.com.
4
ADVISORS
Revere Securities LLC is acting as financial advisor to TECfusions and PIPE placement agent in connection with the Transaction. Paul Hastings LLP is serving as legal counsel to TECfusions, and Sidley Austin LLP is serving as legal counsel to Apex Treasury. Alliance Advisors Investor Relations is serving as investor and media relations advisor for the Transaction.
ABOUT TECFUSIONS
TECfusions is building the future of AI infrastructure with a planned multi-gigawatt capacity opportunity across a rapidly expanding data center portfolio, guided by its Technology, Environment, Community framework. Designed for speed, scale, and sustainability, TECfusions’ facilities support demanding high-density compute environments and enable rapid deployment for neocloud, enterprise AI, and GPU-as-a-Service providers. By combining adaptive reuse strategies, low-water, high-efficiency cooling, robust power availability, and operational excellence, TECfusions develops and manages next-generation data center infrastructure built to support the growing demands of AI and high-performance computing while advancing environmental redevelopment and community outcomes. For more information, visit www.tecfusions.com.
ABOUT APEX TREASURY CORP.
Apex Treasury Corp. (Nasdaq: APXT) is a special purpose acquisition company formed to pursue a business combination with a high-potential target company. For more information, visit www.apextreasurycorp.com.
FORWARD-LOOKING STATEMENTS
The information in this press release may include “forward-looking statements”. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements include: projections of market opportunity and market share; estimates of customer penetration rates and usage patterns; projections regarding TECfusions’ ability to commercialize new products and technologies; projections of development and commercialization costs and timelines; expectations regarding TECfusions’ ability to execute its business model; expectations regarding TECfusions’ ability to attract, retain, and expand its customer base; TECfusions’ expectations concerning relationships with strategic partners, suppliers, governments, state-funded entities, regulatory bodies and other third parties; TECfusions’ ability to maintain, protect, and enhance its intellectual property; future partnerships, ventures or investments in companies, products, services or technologies; the successful consummation and potential benefits of the Transaction, including the anticipated PIPE financing; and the potential for TECfusions to increase in value.
These forward-looking statements are provided for illustrative purposes only and must not be relied on as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. These statements are subject to known and unknown risks, uncertainties and assumptions that may cause the actual results, levels of activity, performance or achievements of the Combined Company to be materially different from any future results expressed or implied by such statements. Such risks and uncertainties include: that TECfusions is pursuing an emerging technology and may not achieve commercialization or market acceptance; TECfusions’ historical net losses and limited operating history; expectations regarding future financial performance, capital requirements and unit economics; TECfusions’ competitive landscape; dependence on key management; the potential need for additional future financing; TECfusions’ ability to manage growth; reliance on strategic partners and third parties; risks associated with privacy, data protection or cybersecurity incidents; the use, rate of adoption, and regulation of artificial intelligence and machine learning; uncertainty or changes with respect to laws, regulations, taxes, trade conditions and the macroeconomic environment; the Combined Company’s ability to maintain internal control over financial reporting; the possibility that required regulatory approvals for the Transaction are delayed or not obtained; the risk that Apex Treasury shareholders could elect to have their shares redeemed; the outcome of any legal proceedings or government investigations; failure to realize the anticipated benefits of the Transaction; and other factors described in Apex Treasury’s filings with the SEC. If any of these risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither TECfusions nor Apex Treasury presently know or that TECfusions or Apex Treasury currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect TECfusions’ and Apex Treasury’s expectations, plans or forecasts of future events and views as of the date of this press release. Neither TECfusions nor Apex Treasury undertakes any obligation to revise or update publicly any forward-looking statement to reflect future events or circumstances. Nothing contained herein constitutes or will be deemed to constitute a forecast, projection or estimate of the future financial performance of TECfusions, Apex Treasury or the Combined Company, following the implementation of the Transaction or otherwise. Accordingly, undue reliance should not be placed on these statements.
5
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this press release, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.
An investment in Apex Treasury is not an investment in any of our founders’ or sponsors past investments, companies or affiliated funds. The historical results of those investments are not indicative of future performance of Apex Treasury, which may differ materially from the performance of our founders’ or sponsors past investments.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
The Transaction will be submitted to shareholders of Apex Treasury for their consideration. Apex Treasury and TECfusions intend to file a registration statement on Form S-4 (the “Registration Statement”) with the SEC, which will include preliminary and definitive proxy statements to be distributed to Apex Treasury’s shareholders in connection with Apex Treasury’s solicitation for proxies for the vote by Apex Treasury’s shareholders in connection with the Transaction and other matters to be described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to TECfusions’ shareholders in connection with the completion of the Transaction. After the Registration Statement has been filed and declared effective, a definitive proxy statement and other relevant documents will be mailed to shareholders of Apex Treasury as of the record date established for voting on the Transaction. Before making any voting or investment decision, Apex Treasury shareholders and other interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto and, once available, the Registration Statement, definitive proxy statement/prospectus, as well as other documents filed with the SEC by Apex Treasury in connection with the Transaction because these documents will contain important information about Apex Treasury, TECfusions and the Transaction. Shareholders may obtain a copy of the preliminary or definitive proxy statement/prospectus, once available, as well as other documents filed by Apex Treasury with the SEC, without charge, at the SEC’s website located at www.sec.gov or by directing a written request to Apex Treasury Corp, 2035 Regatta Drive, Vero Beach, FL 32963; or TECfusions, Inc., 19995 US Highway 19 N, Clearwater, FL 33764.
PARTICIPANTS IN THE SOLICITATION
Apex Treasury, TECfusions and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from Apex Treasury’s shareholders in connection with the Transaction. Information regarding the persons who may be deemed participants will be set forth in the proxy statement/prospectus when filed by Apex Treasury with the SEC. You can find more information about Apex Treasury’s directors and executive officers in the Registration Statement and the proxy statement/prospectus that forms a part thereof, once available. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the Registration Statement and the proxy statement/prospectus which forms a part thereof when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions.
6
PRIVATE PLACEMENT; NO OFFER OR SOLICITATION
The securities to which this press release relates have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. This press release relates to securities that Apex Treasury intends to offer in reliance on exemptions from the registration requirements of the Securities Act and other applicable laws. These exemptions apply to offers and sales of securities that do not involve a public offering. This press release and any statements made in connection with this press release are for informational purposes only and do not constitute an offer to sell or the solicitation of an offer to buy, or a recommendation to purchase, any securities, or a solicitation of any vote, consent or approval, nor shall there be any sale of securities in any jurisdiction in which, or to any person to whom, such offer, solicitation or sale may be unlawful under the securities laws of any such jurisdiction. This communication is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, or exemption therefrom.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE BUSINESS COMBINATION OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
CONTACTS
TECfusions & Apex Treasury Corp.
Media Contact
Fatema Bhabrawala
fbhabrawala@allianceadvisors.com
Investor Relations
Simon Willcocks
TECfusionsIR@allianceadvisors.com
7
Exhibit 99.2
TECFUSIONS INC. | CONFIDENTIAL 1 INFRASTRUCTURE AND POWER FOR THE AI ERA PIPE Investor Presentation Proposed Business Combination with Apex Treasury Corp (Nasdaq: APXT) July 2026 Technology. Environment. Community.
TECFUSIONS INC. | CONFIDENTIAL 2 Important Disclaimer Disclaimers This presentation and any accompanying oral commentary are provided for informational purposes only and have been prepared to assist interested parties in making their own evaluation with respect to a proposed business combination among TECfusions, Inc. ("TECfusions"), Apex Treasury Corporation ("Apex Treasury") and related transactions (the "proposed transaction") and for no other purpose. The information in this presentation is highly confidential. The distribution of this presentation by an authorized recipient to any other person is unauthorized. Any photocopying, disclosure, reproduction or alteration of the contents of this presentation and any forwarding of a copy of this presentation or any portion of this presentation to any person is prohibited. The recipient of this presentation shall keep this presentation and its contents confidential and shall be required to return or destroy all copies of this presentation or portions thereof in its possession following request for the return or destroy all copies of this presentation or portions thereof in its possession promptly following request for the return or destruction of such copies. By accepting delivery of this presentation, the recipient is deemed to agree to the foregoing confidentiality requirements. The information contained herein does not purport to be all inclusive and none of TECfusions, Apex Treasury nor any of their respective affiliates, directors, officers, employees or advisers or any other person has independently verified the information in this presentation and no representation or warranty, express or implied, is or will be given any such person as to the accuracy or completeness of information in this presentation. You are also being advised that United States securities laws restrict persons with material non-public information about a company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities on the basis of such information. To the fullest extent permitted by law, in no circumstances will TECfusions, Apex Treasury or any of their respective subsidiaries, interest holders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Recipients of this presentation are not to construe its contents as investment, legal or tax advice. Recipients should each make their own evaluation of TECfusions, Apex Treasury and the proposed transaction and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. Forward-Looking Statements This presentation includes, and any accompanying oral commentary may include, "forward-looking statements" for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target," "continue," "could," "may," "might," "possible," "potential," "predict" or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements include: projections of market opportunity and market share; estimates of customer penetration rates and usage patterns; projections regarding TECfusions' ability to commercialize new products and technologies; projections of development and commercialization costs and timelines; expectations regarding TECfusions' ability to execute its business model; expectations regarding TECfusions' ability to attract, retain, and expand its customer base; TECfusions' expectations concerning relationships with strategic partners, suppliers, governments, state-funded entities, regulatory bodies and other third parties; TECfusions' ability to maintain, protect, and enhance its intellectual property; future partnerships, ventures or investments in companies, products, services, or technologies; the successful consummation and potential benefits of the proposed transaction, including the anticipated PIPE financing; and the potential for TECfusions to increase in value. These forward-looking statements are provided for illustrative purposes only and must not be relied on as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. These statements are subject to known and unknown risks, uncertainties and assumptions that may cause the actual results, levels of activity, performance or achievements of the combined company following the proposed transaction (the "Combined Company") to be materially different from any future results expressed or implied by such statements. Such risks and uncertainties include: that TECfusions is pursuing an emerging technology and may not achieve commercialization or market acceptance; TECfusions' historical net losses and limited operating history; expectations regarding future financial performance, capital requirements and unit economics; TECfusions' competitive landscape; dependence on key management; the potential need for additional future financing; TECfusions' ability to manage growth; reliance on strategic partners and third parties; risks associated with privacy, data protection or cybersecurity incidents; the use, rate of adoption, and regulation of artificial intelligence and machine learning; uncertainty or changes with respect to laws, regulations, taxes, trade conditions and the macroeconomic environment; the Combined Company's ability to maintain internal control over financial reporting; the possibility that required regulatory approvals for the proposed transaction are delayed or not obtained; the risk that Apex Treasury shareholders could elect to have their shares redeemed; the outcome of any legal proceedings or government investigations; failure to realize the anticipated benefits of the proposed transaction; and other factors described in Apex Treasury's filings with the U.S. Securities and Exchange Commission ("SEC"). If any of these risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither TECFusions nor Apex Treasury presently know or that TECFusions or Apex Treasury currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect TECFusions' and Apex Treasury's expectations, plans or forecasts of future events and views as of the date of this presentation. Neither TECFusions nor Apex Treasury undertakes any obligation to revise or update publicly any forward-looking statement to reflect future events or circumstances. Nothing contained herein constitutes or will be deemed to constitute a forecast, projection or estimate of the future financial performance of TECFusions, Apex Treasury or the Combined Company, following the implementation of the proposed transaction or otherwise. Accordingly, undue reliance should not be placed on these statements. In addition, statements that "we believe" and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this presentation, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements. An investment in Apex Treasury is not an investment in any of our founders' or sponsors past investments, companies or affiliated funds. The historical results of those investments are not indicative of future performance of Apex Treasury, which may differ materially from the performance of our founders' or sponsors past investments.
TECFUSIONS INC. | CONFIDENTIAL 3 Important Disclaimer Financial and Other Information The financial information contained in this presentation has been taken from or prepared based on unaudited historical financial statements of TECfusions and its constituent businesses. The audit of these financial statements of TECfusions is in process. Accordingly, such financial information and data may not be included in, may be adjusted in or may be presented differently in any proxy statement/prospectus to be filed with the SEC by Apex Treasury or TECfusions in connection with the proposed transaction. This presentation contains certain preliminary financial results and key operating metrics for the period ended December 31, 2025. This information is preliminary and subject to change. As such, TECfusions's results may differ from the preliminary results presented herein and will not be finalized until TECfusions' audit for the period ended December 31, 2025, is completed. This presentation includes certain non-GAAP financial measures (including on a forward-looking basis) such as EBITDA. These non-GAAP measures are an addition, and not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP and should not be considered as an alternative to net income or any other measures derived in accordance with GAAP. TECfusions believes that these non-GAAP measures of financial results (including on a forward-looking basis) provide useful supplemental information to investors about TECfusions. TECfusions' management uses forward-looking non-GAAP measures to evaluate TECfusions' projected financial and operating performance. However, there are a number of limitations related to the use of these non-GAAP measures and their nearest GAAP equivalents, including [that they exclude significant expenses that are required by GAAP to be recorded in TECfusions' financial measures]. In addition, other companies may calculate non-GAAP measures differently or may use other measures to calculate their financial performance, and therefore, TECfusions' non-GAAP measures may not be directly comparable to similarly titled measures of other companies. Additionally, to the extent that forward-looking non-GAAP financial measures are provided, they are presented on a non-GAAP basis without reconciliations of such forward-looking GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations. Investors and security holders of Apex Treasury are used to read the Registration Statement and the proxy statement/prospectus which forms a part thereof and other relevant documents that will be filed with the SEC carefully and in their entirety when they become available because they will contain important information about the proposed transaction. Use of Projections The financial projections, estimates and targets in this presentation are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond TECfusions or Apex Treasury's control. While all financial projections, estimates and targets are necessarily speculative, TECfusions and Apex Treasury believe that the presentation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. The assumptions and estimates underlying the projected, expected or target results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the financial projections, estimates and targets to be a reliable prediction of future events. Neither TECfusions nor Apex Treasury's independent auditors have reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this presentation, and, accordingly, neither of them has expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this presentation. Additional Information About the Proposed Transaction and Where to Find It The proposed transaction will be submitted to shareholders of Apex Treasury for their consideration. Apex Treasury and TECfusions intend to file a registration statement on Form S-4 (the "Registration Statement") with the SEC, which will include preliminary and definitive proxy statements to be distributed to Apex Treasury's shareholders in connection with Apex Treasury's solicitation for proxies for the vote by Apex Treasury's shareholders in connection with the proposed transaction and other matters to be described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to TECfusions' shareholders in connection with the completion of the proposed transaction. After the Registration Statement has been filed and declared effective, a definitive proxy statement and other relevant documents will be mailed to Apex Treasury as of the record date established for voting on the proposed transaction. Before making any voting or investment decision, Apex Treasury shareholders and other interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto and, once available, the Registration Statement, definitive proxy statement/prospectus, as well as other documents filed with the SEC by Apex Treasury in connection with the proposed transaction because these documents will contain important information about Apex Treasury, TECFusions and the proposed transaction. Shareholders may obtain a copy of the preliminary or definitive proxy statement/prospectus, once available, as well as other documents filed by Apex Treasury with the SEC, without charge, at the SEC's website located at www.sec.gov or by directing a written request to Apex Treasury. Participants in the Solicitation Apex Treasury, TECfusions and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from Apex Treasury's shareholders in connection with the proposed transaction. Information regarding the persons who may be deemed participants will be set forth in the proxy statement/prospectus when filed by Apex Treasury with the SEC. You can find more information about Apex Treasury's directors and executive officers in the Registration Statement and the proxy statement/prospectus which forms a part thereof, once available. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the Registration Statement and the proxy statement/prospectus which forms a part thereof when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions.
TECFUSIONS INC. | CONFIDENTIAL 4 Important Disclaimer Private Placement; No Offer or Solicitation The securities to which this presentation relates have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction. This presentation relates to securities that TECfusions intends to offer in reliance on exemptions from the registration requirements of the Securities Act and other applicable laws. These exemptions apply to offers and sales of securities that do not involve a public offering. This presentation and any statements made in connection with this presentation are for informational purposes only and do not constitute an offer to sell or the solicitation of an offer to buy, or a recommendation to purchase, any securities, or a solicitation of any vote, consent or approval, nor shall there be any sale of securities in any jurisdiction in which, or to any person to whom, such offer, solicitation or sale may be unlawful under the securities laws of any such jurisdiction. This communication is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. No Incorporation by Reference The information contained in the third-party citations and websites referenced in this communication is not incorporated by reference into this communication. Trademarks This presentation contains trademarks, service marks, trade names and copyrights of TECfusions, Apex Treasury, and other companies, each of which are the property of their respective owners. All third-party brand names and logos appearing in this presentation are trademarks or registered trademarks of their respective holders. Any such appearance does not necessarily imply any relationship with or endorsement of or by Apex Treasury, TECfusions or the proposed transaction. Risk Factors For a description of certain risks relating to TECfusions, including its business and operations, and to the proposed transaction, we refer you to "Risk Factors" at the end of this presentation. Use of Data Information in this presentation is based on data and analyses from various sources as of July 2026, unless otherwise indicated. References in this presentation to "$" are to the lawful currency of the United States. This presentation also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other industry data. These estimates and other statistical data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates and other statistical data. We have not independently verified the statistical and other industry data generated by independent parties and contained in this presentation and, accordingly, we cannot guarantee their accuracy or completeness. In addition, expectations, assumptions, estimates and projections of the future performance of relevant markets in which TECfusions operates are necessarily subject to a high degree of uncertainty and risk. No representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any projections or modeling or any other information contained herein. Accordingly, such information and data may not be included in, may be adjusted in, or may be presented differently in, any registration statement, prospectus, proxy statement or other report or document to be filed or furnished with the SEC by TECfusions, Apex Treasury or the Combined Company in connection with the proposed transaction. Use of Non-GAAP Financial Measures This presentation includes non-GAAP financial measures, including Net Income from Operations. Net Income from Operations is defined as net income (loss) plus interest expense, net, provision for income taxes plus depreciation and amortization. TECfusions believes that this non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to TECfusions' financial condition and results of operations. Management of TECfusions does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. We have not reconciled the non-GAAP forward-looking information to their corresponding GAAP measures because we do not provide guidance for the various reconciling items such as provision for income taxes and depreciation and amortization, as certain items that impact these measures are out of our control or cannot be reasonably predicted without unreasonable efforts. You should review TECfusions' and its subsidiaries, financial statements, which will be included in Apex Treasury's proxy statement filings with the SEC, and not rely on any single financial measure to evaluate TECfusions' business. Other companies may calculate Net Income from Operations and other non-GAAP measures differently, and therefore TECfusion's Net Income from Operations and other non- GAAP measures may not be directly comparable to similarly titled measures of other companies.
TECFUSIONS INC. | CONFIDENTIAL 5 Business Overview of TECfusions TECfusions at a Glance What We Do • Design, build and lease AI-ready data centers through adaptive reuse of legacy industrial sites • Provide turnkey data center shell, cooling infrastructure and high-density, reliable power • Avoid providing the volatile, expensive and high-risk GPU/compute capacity layer • Serve hyperscalers and neo-cloud tenants requiring immediate, large-scale capacity • Operate a real estate landlord / developer business model with long- term contracted lease revenues Why We Win • Access to on-site power eliminates years of power grid interconnection delays • Adaptive reuse cuts construction timelines from 3–5 years to less than 6 months • Tax abatements and incentives at all sites reduce total development cost • Experienced management with proven ability to execute at scale and speed The Opportunity • AI compute demand is growing exponentially; power access is the critical limiting growth constraint • We believe only a handful of developers can deliver GW-scale capacity in rapid timeframes • TECfusions 3 GW+ portfolio under development positions the company to be among the largest U.S. data center developers • Access to public market debt and equity markets will accelerate site development and expansion into international markets
TECFUSIONS INC. | CONFIDENTIAL 6 TECFUSIONS INC. | CONFIDENTIAL 6 TECHNOLOGY ENVIRONMENT COMMUNITY T E C Integration of the latest cooling, power, and high- density configurations ensures immediate readiness and high performance. Through our 'Adaptive Reuse' strategy, we adopt environmentally friendly practices that align with corporate social responsibility goals while accelerating the deployment process. We demonstrate unwavering dedication to our local communities through active engagement as we continuously strive to be an ethical leader exceeding industry standards and delivering exceptional outcomes for our local communities.
TECFUSIONS INC. | CONFIDENTIAL 7 Market Overview Image for illustrative purposes only (AI-generated rendering) U.S. Data Center Market $126B → $277B 2025 → 2033 | 10.4% CAGR U.S. AI Data Center Market $35B → $167B 2025 → 2033 | 21.7% CAGR Key Demand Drivers AI Inference Expansion Inference workloads projected at ~2/3 of AI compute by end of 2026 (vs. 1/3 in 2023), driving sustained demand for low-latency, high- density colocation Persistent Supply Tightness 25.3 GW under construction across the Americas with ~89% pre-committed before delivery Power-Constrained Growth Record U.S. leasing expected in 2026; power availability is the primary bottleneck for site selection Source: https://www.grandviewresearch.com/industry-analysis/data-center-market-report https://www.deloitte.com/us/en/insights/industry/power-and-utilities/data-center-infrastructure-artificial-intelligence.html https://www.cbre.com/insights/reports/north-america-data-center-trends-h1-2025 https://www.cushmanwakefield.com/en/insights/americas-data-center-update
TECFUSIONS INC. | CONFIDENTIAL 8 3+ GW Capacity Buildout Over The Next Five Years Speed-to-Market Model Sustainability AI & HPC Ready Attractive Growth Profile Non-utility-dependent power leveraging on-site gas generation and other renewables High-density configurations purpose-built for GPU clusters, neocloud providers, and enterprise AI workloads Projected strong revenue growth trajectory with expanding margins as our data center portfolio scales and contracted capacity ramps Adaptive reuse of industrial facilities enables deployment in months vs. years — critical differentiator vs. greenfield Expanding portfolio across strategic U.S. locations with near-term capacity to serve hyperscalers and AI compute demand Experienced Management Proven operators with deep experience in data center development, power infrastructure, and capital markets 8 Image for illustrative purposes only (AI-generated rendering) Investment Opportunity Highlights
TECFUSIONS INC. | CONFIDENTIAL 9 TECFUSIONS INC. | CONFIDENTIAL 9 Business Combination – Illustrative Transaction Overview Transaction Highlights Sidley Austin LLP Estimated Sources & Uses ($ Millions) (7) Assumes estimated $350 million of cash proceeds from Apex Treasury's Trust at $10.00 per share. (8) Assumes $35 million PIPE raise. (9) Includes estimated banker fees, Apex Treasury fees and TECfusions fees; excludes PIPE placement fees. Shares (Millions) % Own. TECfusions Inc (1) 400 89.0% 3.50 0.8% SPAC Public Shareholders (3) 34.47 7.6% SPAC Sponsor (4) 11.49 2.6% PIPE Investors (2) SOURCES TECfusions Rollover Equity $4,000 Cash in Trust (7) $350 PIPE (8) $35 Total Sources $4,385 USES Equity to TECfusions $4,000 Cash to Balance Sheet (6) $360 Transaction Expenses (9) $25 Total Uses $4,385 Valuation • TECfusions valuation of $4.0B • Transaction implies ~$4.2B pro-forma EV • Combined company to trade on Nasdaq – ticker "TECF" Financing • Assumed $35M common PIPE • Expected uses includes data center ramps on existing sites and further expansion Structure • TECfusions shareholders to rollover 100% of equity • Expected to hold ~89% of pro-forma equity (1) • Minimum cash at closing (prior to expenses) at least $45M Apex Treasury Advisors & Counsel Pro Forma Share Ownership Revere Securities LLC | Paul Hastings LLP TECfusions (1) Pro forma TECfusions share count calculated based on rollover equity of $4.0 billion and a price of $10.00 per share. (2) Pro forma PIPE investors share count calculated based on an estimated $35 million PIPE raise at $10.00 per share. (3) Pro forma SPAC Public Shareholders share count is based on $344.7 million in gross cash proceeds (exclusive of an estimated PIPE raise), which converts into 34.47 million shares assuming $10.00 per share. Share count assumes no redemptions by Apex Treasury shareholders. Share count does not include any outstanding out-of-the-money warrants at $11.50 per share exercise price. (4) SPAC Sponsor share count is based on 11,490,000 founder shares of Apex Treasury, assuming no redemptions or transfer of sponsor shares to institutional shareholders (5) Assuming no redemptions. (6) Assumed cash in trust at closing plus PIPE Investment proceeds after payment of estimated transaction expenses. • During Q4 2026 Expected Close
TECFUSIONS INC. | CONFIDENTIAL 10 Competitive Positioning Slow + Grid-Dependent Traditional developers 12-24 mo. build cycles Fast + Vertically Integrated <6 mo. deployment | On-site power Slow + No Owned Infra No owned power / facilities Fast + Power-Only BTM (Behind-the-Meter) Power-as-a-Service Speed to Market → Infrastructure Independence TECFusions: <6 mo. deployment | On-site power generation | AI-ready high density ↑
TECFUSIONS INC. | CONFIDENTIAL 11 The TECfusions Portfolio Today Clarksville, VA First-to-Market AI Data Center PHASE 1 — 37 MW (Fully leased) 1 Power secured / entitled / design locked / equipment procured 2 Shell/civil built / MEP installed / energised 3 L1–L5 commissioned / operations accepted 4 IT deployed / IT burn-in 5 Live compute — fully leased PHASE 2 — 220 MW expansion (1) (2) 1 Power secured / entitled / design locked / equipment procured 2 Shell/civil built / MEP installed / energising — in progress 3 L1–L5 commissioned / operations accepted 4 IT deployed / IT burn-in 5 Live compute Tucson, AZ Neocloud Data Center PHASE 1 — 16 MW (Fully leased; additional 12 MW contracted) 1 Power secured / entitled / design locked / equipment procured 2 Shell/civil built / MEP installed / energized 3 L1–L5 commissioned / operations accepted 4 IT deployed / IT burn-in 5 Live compute — fully contracted PHASE 2 — 20 MW (2) expansion 1 Power secured (AZ grid) / entitled / design locked / equipment procured 2 Shell/civil built / MEP installed / energizing — in progress 3 L1–L5 commissioned / operations accepted 4 IT deployed / IT burn-in 5 Live compute New Kensington, PA (Keystone Connect) Flagship Adaptive Reuse Campus PHASE 1 — 2 MW (Fully leased; additional 10 MW contracted) 1 Power secured / ground lease executed / design locked / equipment deposits placed 2 Shell/civil — adaptive reuse underway / MEP design progressing 3 L1–L5 commissioned / operations accepted 4 IT deployed / IT burn-in 5 Live compute — 2MW Live / 10MW build out PHASES 2–5 — 3 GW (2) build plan (5-year pipeline to 2031) 1 Power secured (on-site) / site entitled / phasing design in progress 2 Shell/civil built / MEP installed / energised 3 L1–L5 commissioned / operations accepted 4 IT deployed / IT burn-in 5 Live compute — 3 GW pipeline, build-out to 2031 Complete In progress Not yet commenced (1) 42 MW currently under contract. (2) Based on management estimates as of the date of this presentation, which is preliminary and subject to significant risks of change.
TECFUSIONS INC. | CONFIDENTIAL 12 Fast & Vertical: Used Factory Plant Reconfiguration CORE CONCEPT TECfusions acquires and repurposes existing industrial buildings into sustainable, high-performance data centers—delivering faster deployment, lower environmental impact, and infrastructure that serves both the digital economy and local communities. Time & Cost Advantage • Time-to-Market: Our Adaptive Reuse model makes us significantly faster than average greenfield construction, driven by existing zoning, structural shell, and expected utility access • Capital Efficiency: significantly lower upfront CapEx vs. ground-up builds through reuse of existing site infrastructure • Permitting & Zoning: Industrial-zoned sites generally reduce entitlement risk, approval cycles, and environmental review complexity vs. greenfield parcels • Infrastructure in Place: Existing power corridors, utility easements, road access, drainage, and structural shells materially reduce scope, cost, and schedule risk Competitive Differentiation • Time-to-Market: Competitors typically optimize for scale over speed, accepting multi-year development cycles and higher upfront capital intensity • Multidisciplinary Due Diligence: Adaptive reuse demands integrated evaluation across engineering, power, environmental, zoning, and financial domains—capabilities many competitors are not structured to execute simultaneously • Target Portfolio: Focus on underutilized or legacy industrial properties in power-constrained or strategically emerging markets • Capital Deployment: Adaptive reuse allows TECfusions to deploy capital incrementally, matching supply with contracted demand while preserving balance-sheet efficiency We believe TECfusions competes where greenfield developers may have difficulties unlocking speed, capital efficiency, and scalability through its disciplined reuse of existing industrial infrastructure. Source: Management estimates.
TECFUSIONS INC. | CONFIDENTIAL 13 Fast & Vertical: On-Site Power Generation A HUGE DIFFERENTIATOR VS. COMPETITORS TECfusions integrates on-site power generation directly into its data center development model—structurally separating itself from many of the traditional operators that remain dependent on constrained utility grids. Power Economics • Predictable, contracted energy pricing; reduced exposure to congestion pricing, demand charges, and curtailment risk • Modular MW-block deployment aligned to leasing for rapid energization and scalable expansion • Integrated power + optimized cooling supports lower total delivered $/kW and improved operating leverage Reliability & Control • Utility-independent uptime and enterprise- grade SLAs for hyperscale and AI workloads • Reduced exposure to grid outages, congestion events, load shedding, and interconnection delays • Purpose-built turbine-led and microgrid- ready architectures with layered redundancy for always-on compute vs. Competitors • Most operators rely on grid power, subject to congestion, demand charges, and third- party interconnection timelines • New capacity constrained by multi-year utility queue backlogs and regional transmission approvals • TECfusions develops power, site, and facility as one integrated system—enabling faster energization and cost control
TECFUSIONS INC. | CONFIDENTIAL 14 Power Strategy: Grid-Dependent vs. TECfusions Integrated Model (1) Grid-Dependent Model Utility Grid Substation Data Center • Reliant on utility grid capacity • Long interconnection queues • Exposed to rate volatility • Limited scalability in constrained markets • Schedule risk tied to utility timelines TECfusions Integrated Model (1) On-Site Power Generation TECfusions Power Control Data Center Campus • On-site power owned & controlled • Grid as supplement, not dependency • Predictable energy costs • Faster deployment in constrained markets • Scalable capacity beyond grid queues TECfusions removes grid dependency by integrating on-site power—unlocking speed, cost control, and scalability that is difficult for traditional models to replicate. POWER AS A STRATEGIC ADVANTAGE vs. (1) Applicable model at New Kensington, PA (Keystone Connect) location
TECFUSIONS INC. | CONFIDENTIAL 15 Keystone Connect: TECfusions' Competitive Edge in Action REFERENCE DEPLOYMENTS TECfusions hosts a large tenant-owned GPU cluster (Clarksville, VA) and a large AMD-based AI deployment (Tucson, AZ)—a deployment where the client has contracted to duplicate at Keystone Connect. Expedited Deployment On-Site Power & Resilience Community Impact • 300 MW Phase I goal is to be operational in 18–24 months, with ambition to scale to up to 1.1 GW IT load • Phases 2-5: 5-year goal to achieve full build out of up to 3 GW (1) total • Adaptive reuse: Shuttered industrial site transformed into AI-ready campus— minimizing disruption • Significantly faster than the average greenfield construction via existing zoning, shell, and utility access • 675+ MW (2) potential tenant pipeline • Aiming to achieve 99.999% uptime via on- site natural gas-fired microgrids with layered redundancy • Significantly lower CapEx through turnkey microgrid integration vs. traditional builds • Grid-independent: Eliminates utility queue backlogs, congestion pricing, and interconnection delays • Clean energy aligned: Low-emission turbines supporting Pennsylvania clean energy goals under Title 17 • Resilient by design: Strengths during peak demand or outages, not vulnerabilities • Investment across construction, power generation, and tenancy • Construction jobs expected to be created in Years 1–2; with many permanent roles (avg. salary $85K+) • Significant expected annual economic impact at full build-out, bolstering tax revenue for schools and infrastructure • Focused on domestic sourcing of Transformers, HVAC, immersion cooling— stimulating Pennsylvania fabrication • Brownfield reuse: Preserving Pennsylvania landscapes while fostering local manufacturing sectors Keystone Connect: America-first power, AI-ready infrastructure, and record deployment speed—keeping critical compute on American soil. (1) Based on management estimates of anticipated power capacity to be built within the next 5 years. (2) Based on management estimates of contracts with potential tenants which may be executed within the next 2 years as of the date of this presentation. This estimate is preliminary and subject to significant risks of change.
TECFUSIONS INC. | CONFIDENTIAL 16 TECfusions — A Differentiated, Competitive Player Infrastructure Commercial Edge & Customer Traction Market & Location Strong Data Center Experience Operational at 3 U.S. sites Management experience Scalable Data Centers 3+ GW pipeline enables economies of scale; expected to attract large premium tenants AI-optimized, High-density Liquid cooling and modular configs for hyperscale AI compute Contracts with Key Industry Players 1 GW anchor tenant with right-of-first-refusal; Existing leases with two leading companies Flexible Offerings and Scalability Shell, colocation and turnkey options for hyperscalers and neoclouds Execution Credibility Clarksville built and revenue-generating in just 3 months; proven at speed Sales Relationships Experienced CRO leading hyperscale leasing and enterprise sales Source: TECFusions Company materials. Government Relationships Department of Energy and state governments focused on data center opportunities Strategic Hubs Sites in Virginia, Arizona and Pennsylvania Reliable Power Data centers can operate entirely from on-site power; supports 24x7 compute Favorable Regulation Virginia, Arizona and Pennsylvania state governments actively support AI data center buildout Stable Environment Tax abatements, incentives and long-term contracted revenues reduce risk.
TECFUSIONS INC. | CONFIDENTIAL 17 SPAC Management Team Apex Treasury Corp. (Nasdaq: APXT) Ajmal Rahman Chairman of the Board & Co-CEO 30+ years in global financial markets. Former MD & Regional Head, Merrill Lynch Asia ECM. Led $20B+ in equity transactions. M.A. Law, University of Cambridge Hugh Cochrane Co-Chief Executive Officer 30+ years spanning finance, technology & blockchain. Co-founded Cryptogon EOS LP (London's first blockchain VC fund). B.A., Government & Foreign Affairs, University of Virginia Paul Sykes Chief Financial Officer 30+ years in public & private company finance. Former CFO of Springbig Holdings (led de-SPAC merger, $50M+ equity financing). B.Sc. Economics (First Class), Univ. of Leicester; ICAEW, ACT James McNaught-Davis Head of Mergers & Acquisitions 35+ years in M&A, PE & corporate development. Former MD/Partner at Warburg Pincus. Led €280M clean tech PE funds at WHEB. M.B.A., Wharton School; M.A., University of Cambridge
TECFUSIONS INC. | CONFIDENTIAL 18 Experienced data center veterans driving innovation, growth, and value creation DM Denis Minihane Chief Executive Officer Irish-born and internationally experienced business leader with over 33 years spanning government service, the private sector, and multinational enterprise. Beginning his career in the Irish government—where he was recognized as one of the youngest employees appointed—he has built a strong foundation at the intersection of policy and public service. Andrea Judkins President 35 years of comprehensive achievements within Business, Financial, Process and Entrepreneurial platforms. Focused on keeping the organization running smoothly by overseeing daily operations and ensuring internal systems work efficiently, translating executive strategy into practical policies, processes, and cross-department coordination. Paul Sykes Chief Financial Officer (designate) MH Mark Hamilton Chief Operating Officer Brings over three decades of experience as a senior leader with a demonstrated history of working in the digital infrastructure industry. Skilled in IT Service Management, Data Center Management, Engineering, and Cross- functional Team Leadership. ST Meytal Cohen Marco Chief Legal Officer Licensed in New York and Israel with over 20 years of experience leading legal departments for multinational corporations. Deep expertise in corporate law, cross-border transactions, complex commercial contracts, litigation, and regulatory compliance. Her career spans energy, financial services, manufacturing, construction, and infrastructure. SH Steve Hackenburg Chief Revenue Officer Brings more than 20 years of experience across the global data center and digital infrastructure ecosystem. Began his career with the Uptime Institute and has since held senior leadership roles spanning hyperscale leasing, enterprise sales, and critical supply-chain strategy. ED Eric Daniels Chief Engineering Officer Over two decades of professional leadership in Electrical Design, Construction, and Operational Management of data centers and critical facilities. He has designed hyperscale data centers for multiple "household name" technology companies across the country. Key skills include high- and medium-voltage power generation and distribution. AJ . TECfusions Leadership Team Over 30 years of experience spanning public and private companies, with deep expertise in IPOs, mergers and acquisitions, structured finance, and international financial leadership . Currently serves as CFO of Apex Treasury Corp. and previously served as CFO of Nasdaq-listed Springbig Holdings; dmg information, the technology division of London stock exchange listed DMGT plc and as Group Treasurer at EMAP plc
TECFUSIONS INC. | CONFIDENTIAL 19 Founder Significant experience in power and data center development Simon Tusha Founder Professional Background Simon Tusha brings over two decades of data center expertise spanning across five continents, with senior roles at leading global technology and infrastructure organizations. TECfusions, Founder, 2023–present. Founded to convert under utilized industrial assets into AI-ready, power-generating data center campuses. Defined the strategy for on-site generation and adaptive reuse across a 30+ site global portfolio, drawing on 20+ years of sector experience and 1,500+ completed data center projects. True Data Centers/Tusha & Associates, Owner/Founder, 2011–present. Consultancy delivering management, sales and design services to major data center operators. Active in enterprise and government infrastructure development. Quality Technology Services, LLP, Chief Technology Officer, 2009–2011. Corporate officer driving brand growth, business development, M&A, real estate and equity financing. Led data center development program that grew company valuation from $300M to over $1.3B. Google, International Director, Strategic Development, 2007–2009. Directed mergers, acquisitions and development projects for Google's global data center infrastructure. Negotiated major commercial transactions with utilities, governments and landowners across North America, Latin America, Europe, the Middle East, Asia and Australia. Mission Critical Enterprises Inc., Founder & CEO, 2000–2007. Data center architecture and design firm. Executed strategic projects spanning acquisition, development, capital formation, joint ventures, technology licensing, site selection and major real estate transactions. "The key is to align engineering and energy usage with the actual needs of the client. By mapping out energy consumption to what is being delivered to the end user, we can design more efficient systems that not only meet operational demands but also drive sustainability forward. It's about understanding the big picture and recognizing that working together will benefit both the industry and the communities we serve." (CIOinfluence) See Risk Factors on Slide 22
TECFUSIONS INC. | CONFIDENTIAL 20 Summary Power, Cooling & Space TECfusions provides power, cooling and space to the high-growth AI Data Center market, serving hyperscalers and neo-cloud tenants requiring immediate, large-scale capacity. Strong U.S. Government Support The Trump administration has provided strong policy support for AI as a national strategic priority, including invoking the Defense Production Act of 1950 (April 2026) to finance large-scale energy assets. Key TECfusions Differentiators Adaptive reuse model, proven speed-to- market capability, and proprietary access to established on-site power — eliminating years of grid interconnection delays. Proven Management Team Experienced leadership with a proven track record of executing at scale and speed across three operational U.S. data center locations, including Kensington Connect — one of the largest data center projects in the continental U.S. Attractive Financial Profile (1) Compelling growth trajectory with positive Net Income from Operations targeted from 2028 and $1.5B+ Net Income from Operations within a 3-year timeline, underpinned by long- term contracted lease revenues. (1) See assumptions on Slide 25
TECFUSIONS INC. | CONFIDENTIAL 21 Risk Factors Risks Relating to the Business Combination • TECfusions's business relationships may be subject to disruption due to uncertainty associated with the business combination • Third parties may terminate or alter existing contracts or relationships with TECfusions • Completion of the business combination is subject to certain conditions and if these conditions are not satisfied, waived or fulfilled in a timely manner, the business combination may be delayed or not completed within the anticipated timeframe or at all. • After completion of the business combination, TECfusions may fail to realize the anticipated benefits of the business combination. • The historical financials of TECfusions as provided in this presentation may not be an indication of the future financial condition or results of operations of TECfusions following the consummation of the business combination. • The financial forecasts are based on various assumptions that may not be realized. • Failure to complete the business combination could negatively impact the stock price and the future business and financial results of TECfusions. • Potential litigation against TECfusions could result in substantial costs, an injunction preventing the completion of the business combination and/or a judgment resulting in the payment of damages. Risks Relating to TECfusions • The construction of the TECfusions data centers involves significant risks and uncertainties. • The TECfusions data centers are subject to complex governmental regulation, including environmental regulation, and may subject TECfusions to monetary penalties. • TECfusions has a limited number of suppliers for significant components of the equipment it uses to build and operate its platform and provide its solutions and services. Any disruption in the availability of these components could delay TECfusions' ability to expand or increase the capacity of its infrastructure or replace defective equipment. • If TECfusions' data center providers fail to meet the requirements of its business, or if the data center facilities experience damage, interruption, or a security breach, TECfusions' ability to provide access to its infrastructure and maintain the performance of its network could be negatively impacted. • A substantial portion of TECfusions' revenue is driven by a limited number of its customers, and the loss of, or a significant reduction in, spend from one or a few of its top customers would adversely affect TECfusions' business, operating results, financial condition, and prospects. • If TECfusions fails to efficiently enhance its platform and develop and sell new solutions and services and respond effectively to rapidly changing technology, evolving industry standards, changing regulations, and changing customer needs, requirements, or preferences, TECfusions' platform may become less competitive. • The broader adoption, use, and commercialization of artificial intelligence ("AI") technology, and the continued rapid pace of developments in the AI field, are inherently uncertain. Failure by TECfusions' ability to keep up with evolving AI technology requirements and regulatory frameworks, could have a material adverse effect on TECfusions' business, operating results, financial condition, and prospects. • TECfusions' operations require substantial capital expenditures, and it will require additional capital to fund its business and support its growth, and any inability to generate or obtain such capital on acceptable terms, if at all, or to lower our total cost of capital, may adversely affect TECfusions' business, operating results, financial condition, and prospects. • TECfusions' substantial indebtedness could materially adversely affect its financial condition, its ability to raise additional capital to fund its operations, its ability to operate its business, its ability to react to changes in the economy or its industry, its ability to meet its obligations under its outstanding indebtedness and could divert its cash flow from operations for debt payments, and it may still incur substantially more indebtedness in the future. • TECfusions' reputation, business and results of operations may be adversely affected by its founder's and majority shareholder's prior criminal convictions and alleged misconduct.
TECFUSIONS INC. | CONFIDENTIAL 22 Risk Factors Risks Relating to the SPAC • As a result of becoming a public company, TECfusions will be obligated to develop and maintain proper and effective internal controls over financial reporting in order to comply with Section 404 of the Sarbanes-Oxley Act. TECfusions may not complete its analysis of its internal control over financial reporting in a timely manner, or these internal controls may not be determined to be effective, which may adversely affect investor confidence in TECfusions and, as a result, the value of TECFusions' shares. • The JOBS Act will allow TECfusions to postpone the date by which it must comply with certain laws and regulations intended to protect investors and to reduce the amount of information TECfusions provides in its reports filed with the SEC. TECfusions cannot be certain if this reduced disclosure will make its ordinary shares less attractive to investors. • The requirements of being a public company may strain TECfusions' resources and distract its management, which could make it difficult to manage the business, particularly after TECfusions is no longer an "emerging growth company". • If there are substantial redemptions, there will be a lower float of TECfusions' common stock outstanding, which may cause further volatility in the price of TECfusions' securities and adversely impact TECfusions' ability to secure financing following the closing of the business combination • Securities of companies formed through SPAC mergers such as the proposed transaction may experience a material decline in price relative to the share price of the SPAC prior to the merger. • The valuation of TECfusions in the business combination agreement will be subject to market factors after the shares of the resulting issuer are listed on the NASDAQ stock exchange, and there is no guarantee that the trading price of the shares will not fall. • An active, liquid trading market for TECfusions' common stock may not develop, which may limit your ability to sell your shares. • If securities or industry analysts do not publish research or reports about TECfusions' business, if the publish unfavorable research or reports, or adversely change their recommendations regarding TECfusions' common stock or if its results of operations do not meet their expectations, TECfusions' stock prices and trading volume could decline. • TECfusions has broad discretion to use the proceeds from the proposed transaction, and its investment of those proceeds may not yield a favorable return. • TECfusions could be subject to securities class action litigation. • Apex Treasury, officers and directors of the SPAC (the "SPAC Board") have agreed to vote in favor of the proposed business combination, regardless of how the SPAC's public shareholders vote. • Apex Treasury, certain members of the SPAC Board and certain officers of the SPAC have interests in the proposed business combination that are different from or are in addition to public shareholders, which may include direct or indirect ownership of the SPAC's founder shares and/or private placement units, each of which will lose their value if a business combination is not consummated. • Apex Treasury and the SPAC Board have potential conflicts of interest in recommending that shareholders vote in favor of approval of the proposed business combination proposal and approval of the other proposals in connection therewith. • The SPAC's shareholders will experience dilution as a consequence of the proposed business combination • Apex Treasury, the SPAC Board, officers, advisors and their affiliates may elect to purchase shares or rights from public shareholders of the SPAC, which may influence the vote on the proposed business combination and reduce the public "Float" of the SPAC shares. • There is no certainty that the closing conditions to the proposed business combination are satisfied, and the SPAC and/or TECfusions may waive one or more of the closing conditions to the proposed business combination • The business combination agreement may be terminated upon the occurrence of certain events and circumstances.
TECFUSIONS INC. | CONFIDENTIAL 23 APPENDIX Supporting Materials
TECFUSIONS INC. | CONFIDENTIAL 24 TECfusions : 3-Year Financial Forecast 2026 $110M Total Revenue 2027 $289M Total Revenue 2028 $2.14B Total Revenue $4.81B $6.77B Total Expenses ($23M) Net Income ($20M) Interest Expense ($66M) D&A ($41M) Net Income from Operations $87M Total Expenses ($47M) Net Income ($10M) Interest Expense ($145M) D&A ($107M) Net Income from Operations $242M Total Expenses ($252M) Net Income $189M Interest Expense ($1.0B) D&A ($681M) Net Income from Operations $1.88B ($652M) ($1.02B) Key assumptions • Revenue is primarily derived from recurring monthly fees based on the quantum of power per client at a fixed price per kW, with annual escalators and subject to multi-year contractual obligations. • Additional revenue is assumed to be derived through the build out of compute capacity and is assumed to be placed in service with the addition of 42 MW during 2026, a further 350 MW during 2027 and a further 1,045 MW during 2028. These expansions are factored into the revenue forecast during various points during each year. • At the end of 2026, 2027 and 2028 the total capacity in service, and generating revenue, is assumed to be 92 MW, 422 MW and 1,467 MW respectively. • Additional revenue is assumed to accrue from having an on-site power plant operating at New Kensington from Q4 '27 onwards and is assumed to contribute approximately $0.5B in revenue during 2028. • Capital expenditures, incurred to build out the additional capacity, including the New Kensington power plant, are assumed to be $1.4B, $16.9B and $16.1B in each of 2026, 2027 and 2028, respectively, and are assumed to be debt financed with annual interest rates in the range of approximately 6% to 13%. • The capitalized data center infrastructure costs and power plant costs are assumed to be depreciated over the estimated useful life of 25 years. Key risks • TECfusions may be unable to expand capacity at the pace forecasted, in which case revenue may be be less than forecast. • TECfusions may be unable to secure the cash required to adequately fund its capital expenditure requirements on terms acceptable to TECfusions, at the assumed interest rates, noted, or at all. • TECfusions may be unable to acquire customers to occupy its data centers on terms subject to the above assumptions, or at all, which would materially affect projected revenue.