Apex Treasury Sponsor LLC, together with managing members Hugh Cochrane and Ajmal Rahman, reports beneficial ownership of 11,150,000 Class B Ordinary Shares of Apex Treasury Corporation. These Class B shares are convertible into Class A Ordinary Shares and represent 24.3% of the Class A class.
The Sponsor and each individual reporting person have sole voting and dispositive power over these 11,150,000 shares. The ownership calculation is based on 34,470,000 Class A and 11,490,000 Class B Ordinary Shares outstanding as of December 5, 2025, as disclosed in the company’s Form 10-Q.
The filing notes an additional 8,894,000 Class A Ordinary Shares that could be issued upon exercise of 8,894,000 private placement warrants at $11.50 per share, starting 30 days after completion of the initial business combination, but these warrant shares are excluded from the reported beneficial ownership.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Apex Treasury Corporation
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G04104108
(CUSIP Number)
10/27/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G04104108
1
Names of Reporting Persons
Apex Treasury Sponsor LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
11,150,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
11,150,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,150,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
24.3 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) The securities are held directly by Apex Treasury Sponsor LLC (the "Sponsor"). Hugh Cochrane and Ajmal Rahman are the managing members of the Sponsor and have voting and investment discretion with respect to the securities held by the Sponsor.
(2) The Sponsor owns 11,150,000 Class B Ordinary Shares, par value $0.0001 per share, of the Issuer (the "Class B Ordinary Shares"), which are convertible for the Issuer's Class A Ordinary Shares, par value $0.0001 per share (the "Class A Ordinary Shares"), as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-289485) (the "Registration Statement") and have no expiration date.
(3) Excludes 8,894,000 Class A Ordinary Shares issuable upon the exercise of 8,894,000 private placement warrants of the Issuer. Each warrant is exercisable to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, becomes exercisable beginning 30 days after the completion of the Issuer's initial business combination and expires five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation, each as is described under the heading "Description of Securities--Warrants" in the Registration Statement.
(4) Based on 34,470,000 Class A Ordinary Shares and 11,490,000 Class B Ordinary Shares outstanding as of December 5, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q (the "Form 10-Q"), filed with the U.S. Securities and Exchange Commission on December 5, 2025.
SCHEDULE 13G
CUSIP No.
G04104108
1
Names of Reporting Persons
Hugh Cochrane
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
11,150,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
11,150,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,150,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
24.3 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (1) The securities are held directly by the Sponsor. Hugh Cochrane and Ajmal Rahman are the managing members of the Sponsor and have voting and investment discretion with respect to the securities held by the Sponsor.
(2) The Sponsor owns 11,150,000 Class B Ordinary Shares of the Issuer, which are convertible for the Issuer's Class A Ordinary Shares as described under the heading "Description of Securities--Founder Shares" in the Registration Statement and have no expiration date.
(3) Excludes 8,894,000 Class A Ordinary Shares issuable upon the exercise of 8,894,000 private placement warrants of the Issuer. Each warrant is exercisable to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, becomes exercisable beginning 30 days after the completion of the Issuer's initial business combination and expires five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation, each as is described under the heading "Description of Securities--Warrants" in the Registration Statement.
(4) Based on 34,470,000 Class A Ordinary Shares and 11,490,000 Class B Ordinary Shares outstanding as of December 5, 2025, as reported on the Form 10-Q.
SCHEDULE 13G
CUSIP No.
G04104108
1
Names of Reporting Persons
Ajmal Rahman
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED KINGDOM
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
11,150,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
11,150,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,150,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
24.3 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (1) The securities are held directly by the Sponsor. Hugh Cochrane and Ajmal Rahman are the managing members of the Sponsor and have voting and investment discretion with respect to the securities held by the Sponsor.
(2) The Sponsor owns 11,150,000 Class B Ordinary Shares of the Issuer, which are convertible for the Issuer's Class A Ordinary Shares as described under the heading "Description of Securities--Founder Shares" in the Registration Statement and have no expiration date.
(3) Excludes 8,894,000 Class A Ordinary Shares issuable upon the exercise of 8,894,000 private placement warrants of the Issuer. Each warrant is exercisable to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, becomes exercisable beginning 30 days after the completion of the Issuer's initial business combination and expires five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation, each as is described under the heading "Description of Securities--Warrants" in the Registration Statement.
(4) Based on 34,470,000 Class A Ordinary Shares and 11,490,000 Class B Ordinary Shares outstanding as of December 5, 2025, as reported on the Form 10-Q.
Address or principal business office or, if none, residence:
2035 Regatta Drive, Vero Beach, Florida 32963
(c)
Citizenship:
See response to Item 4 on the cover page.
(d)
Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share
(e)
CUSIP No.:
G04104108
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See response to Item 9 on the cover page.
(b)
Percent of class:
See response to Item 11 on the cover page. %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See response to Item 5 on the cover page.
(ii) Shared power to vote or to direct the vote:
See response to Item 6 on the cover page.
(iii) Sole power to dispose or to direct the disposition of:
See response to Item 7 on the cover page.
(iv) Shared power to dispose or to direct the disposition of:
See response to Item 8 on the cover page.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Apex Treasury Sponsor LLC
Signature:
/s/ Hugh Cochrane
Name/Title:
Hugh Cochrane/Managing Member
Date:
02/05/2026
Signature:
/s/ Ajmal Rahman
Name/Title:
Ajmal Rahman /Managing Member
Date:
02/05/2026
Hugh Cochrane
Signature:
/s/ Hugh Cochrane
Name/Title:
Hugh Cochrane
Date:
02/05/2026
Ajmal Rahman
Signature:
/s/ Ajmal Rahman
Name/Title:
Ajmal Rahman
Date:
02/05/2026
Exhibit Information
Exhibit 1 Joint Filing Agreement, dated as of February 5, 2026 by and among Apex Treasury Sponsor LLC, Hugh Cochrane and Ajmal Rahman.
What percentage of Apex Treasury Corporation (APXT) does Apex Treasury Sponsor LLC report owning?
Apex Treasury Sponsor LLC reports beneficial ownership of 24.3% of Apex Treasury Corporation’s Class A Ordinary Shares. This percentage is based on 11,150,000 Class B shares convertible into Class A, and total outstanding shares of 34,470,000 Class A and 11,490,000 Class B as of December 5, 2025.
How many shares related to APXT does Apex Treasury Sponsor LLC beneficially own?
The Sponsor beneficially owns 11,150,000 Class B Ordinary Shares of Apex Treasury Corporation. These Class B shares are convertible into Class A Ordinary Shares and give the Sponsor, and its managing members, sole voting and dispositive power over this entire block of 11,150,000 shares.
Who are the reporting persons in the Apex Treasury Corporation (APXT) Schedule 13G filing?
The reporting persons are Apex Treasury Sponsor LLC, Hugh Cochrane, and Ajmal Rahman. Cochrane and Rahman are managing members of the Sponsor, with voting and investment discretion over the securities held by the Sponsor, so each reports beneficial ownership of the same 11,150,000-share block.
What warrants related to Apex Treasury Corporation (APXT) are mentioned in the filing?
The filing notes 8,894,000 private placement warrants, each exercisable for one Class A Ordinary Share at $11.50 per share. They become exercisable 30 days after completion of the initial business combination and expire five years after that completion, or earlier upon redemption or liquidation.
Are the APXT warrant shares included in the reported beneficial ownership percentage?
No, the filing specifically excludes 8,894,000 Class A shares issuable upon warrant exercise from the reported beneficial ownership. The 24.3% figure only reflects the 11,150,000 Class B Ordinary Shares that are currently outstanding and convertible into Class A Ordinary Shares.
What share counts for APXT are used to calculate the 24.3% ownership figure?
The 24.3% ownership is calculated using 34,470,000 Class A Ordinary Shares and 11,490,000 Class B Ordinary Shares outstanding as of December 5, 2025. These totals are taken from Apex Treasury Corporation’s Quarterly Report on Form 10-Q filed on that same date.
