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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 9, 2026
APEX TREASURY CORPORATION
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-42916 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
2035 Regatta Drive
Vero Beach, Florida 32963
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (772) 588-4799
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant |
|
APXTU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
APXT |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
APXTW |
|
The Nasdaq Stock Market LLC |
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)) |
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 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 9, 2026, David Mikulecky
notified Apex Treasury Corporation (the “Company”) of his intention to resign from the Company’s board of directors
(the “Board”), effective March 9, 2026. Mr. Mikulecky did not advise the Company of any disagreement with the Company
on any matter relating to its operations, policies or practices.
On March 13, 2026,
the Board appointed Stephen CuUnjieng to the Board. Mr. CuUnjieng was appointed to serve as a Class I director with a term expiring
at the Company’s first annual meeting of shareholders. Mr. CuUnjieng was appointed to the Audit and the Compensation
Committees. Mr. CuUnjieng was determined to be an “independent director” as defined in the applicable rules of The
Nasdaq Stock Market.
Stephen CuUnjieng, 66, is a
senior financier and board member with deep relationships throughout Asia within the financial sponsor, entrepreneur, and corporate
communities. Since September 2025, Mr. CuUnjieng has served as the Lead Independent Director of First Philippine Holdings
Corporation, a holding company with principal interests in the renewable energy sector. Since July 2025, Mr. CuUnjieng has served as
an independent director of Maharlika Investment Fund, the Philippine’s sovereign wealth fund, and as Chairman of its
Investment Committee. Between 2020 and 2022, Mr. CuUnjieng served as a board member of AvePoint (Nasdaq: AVPT), a data security
company, and, between 2022 and 2023, he served as an advisor to the board. From 2011 to 2020, Mr. CuUnjieng served as the Chairman
and Chief Executive Officer of Evercore Asia, a subsidiary of Evercore Inc. (NYSE: EVR), a global independent investment banking
advisory firm. Prior to Evercore, Mr. CuUnjieng was at Macquarie Group from 2004 to 2009, where he most recently served as Vice
Chairman—Association of Southeast Asian Nations (“ASEAN”). Mr. CuUnjieng was also a Managing Director and Head of
Power and Energy at Merrill Lynch Asia Pacific, from 1996 to 2000, and has held senior investment banking positions at Salomon
Brothers Hong Kong, Morgan Grenfell Asia and PCIBank (formerly PSE: PCI). The Company believes Mr. CuUnjieng is well qualified to
serve on our board of directors because of his extensive experience in the banking industry.
On March 13, 2026,
the Company entered into an indemnity agreement (the “Indemnity Agreement”) with Mr. CuUnjieng, pursuant to which the
Company has agreed to provide contractual indemnification, in addition to the indemnification provided in the Company’s Amended
and Restated Memorandum and Articles of Association, against liabilities that may arise by reason of his service on the Board, and to
advance expenses incurred as a result of any proceeding against him as to which he could be indemnified, in the form previously filed
as Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-289485) for its initial public offering (the “Initial
Public Offering”), initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on August
11, 2025 (the “Registration Statement”).
On March 13, 2026,
Mr. CuUnjieng entered into a letter agreement with the Company (the “Letter Agreement”) substantially similar to the
letter agreement signed by the Company's directors, officers, advisors and the Sponsor (as defined below) at the Initial Public Offering.
On March 13, 2026,
Mr. CuUnjieng entered into a joinder to the registration rights agreement, dated October 27, 2025, entered into by and among the Company,
Apex Treasury Sponsor LLC (the “Sponsor”) and the holders signatory thereto in connection with the Company’s
Initial Public Offering (the “Registration Rights Agreement”).
In connection with his appointment
as a director of the Company, Mr. CuUnjieng will receive 30,000 Class B ordinary shares of the Company from the Sponsor.
The foregoing descriptions
of the Indemnity Agreement, the Letter Agreement and the Registration Rights Agreement do not purport to be complete and are qualified
in their entireties by reference to the form of the Indemnity Agreement, the Letter Agreement and the Registration Rights Agreement, copies
of which are attached as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 hereto, respectively, and are incorporated herein by reference.
Other than as disclosed above,
there are no arrangements or understandings between Mr. CuUnjieng and any other persons pursuant to which Mr. CuUnjieng was selected as
a director of the Company. There are no family relationships between Mr. CuUnjieng and any of the Company’s other directors or executive
officers and Mr. CuUnjieng does not have any direct or indirect material interest in any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 10.1 |
|
Form of Indemnity Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1/A (File No. 333-289485), filed with the SEC on October 1, 2025). |
| 10.2 |
|
Letter Agreement, dated March March 13, 2026, by and between the Company and Stephen CuUnjieng. |
| 10.3 |
|
Registration Rights Agreement, dated October 27, 2025, by and among the Company, the Sponsor and the Holders signatory thereto (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K, filed with the SEC on October 31, 2025). |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| |
APEX TREASURY CORPORATION |
| |
|
|
|
| |
By: |
/s/ Hugh Cochrane |
| |
|
Name: |
Hugh Cochrane |
| |
|
Title: |
Co-Chief Executive Officer |
| |
|
|
|
| Dated: March 13, 2026 |
|
|
|
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