APEX Tech Acquisition Inc.

APEX INNOVATION ACQUISITION CORP.

Overview

Apex Innovation Acquisition Corp. is a blank check company (SPAC) incorporated in the Cayman Islands on August 29, 2025 as an exempted company with limited liability. Its purpose is to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more target businesses.

The company’s initial proposed target is Korai Flix, Inc., a Delaware corporation headquartered in South Korea. The business combination is structured under a Merger Agreement dated October 20, 2026. Prior to closing, Apex will convert from a Cayman Islands entity to a Delaware corporation (New Korai). At closing, the SPAC’s subsidiary Merger Sub will merge into Korai, with Korai surviving as the private company post-transaction.

Sponsor and leadership

• Sponsor: APEX INNOVATION ACQUISITION CORP. (a Delaware corporation).
• Principal holder of the sponsor: Shaoren Liu (PRC citizen and resident), sole shareholder and director of the sponsor. Mr. Liu also serves as CFO and Chairman of the SPAC’s board.
• CEO change: On July 20, 2026, Mr. Liu resigned as CEO and Florence Ng (age 62) was appointed CEO. Ms. Ng’s service agreement provides a base salary of $5,000 per month and a one-time $400,000 bonus payable within 30 days following the closing of the initial business combination.

Public listing and initial financing

• IPO registration statement (File No. 333-291936) was declared effective February 25, 2026.
• Public units sold in IPO: 11,197,131 units (including 1,197,131 over-allotment units) at $10 per unit; gross proceeds $111,971,310.
• Private units sold to sponsor concurrently: 208,971 units at $10 per private unit; gross proceeds $2,089,710.
• Over-allotment exercised on April 15, 2026: 302,869 additional units at $10; gross proceeds $3,028,690; plus 3,029 additional private units to sponsor for $30,290.
• Total units after over-allotment and private placements: 11,500,000 public units and 212,000 private units.
• Trust account: $115,000,000 of net proceeds placed in a trust following the IPO and over-allotment. As of August 31, 2026, investments in the trust totaled $116,695,841.

Target company and proposed business combination

• Target: Korai Flix, Inc., a Delaware corporation with operations in South Korea and a platform serving users across 15 Asian markets.
• Korai platform: Interactive online entertainment featuring AI-powered short dramas, companion avatars, and content creation tools.
• User scale represented in the Merger Agreement: at least 20,000,000 registered users across 15 Asian markets.
• Proposed consideration: $3,500,000,000 payable entirely in New Korai common stock (350,000,000 Merger Consideration Shares at $10.00 per share). An additional 35,000 Bonus Shares will be issued to the Company Representative upon completion of the merger.
• Capital structure at closing: Merger Consideration Shares will be allocated between New Korai Class A Common Stock (1 vote per share) and New Korai Class B Common Stock (20 votes per share) in proportion to Korai’s pre-closing Class A and Class B shares outstanding.
• Post-closing governance: New Korai’s board will have five members — one designated by the SPAC and four by Korai, with at least two independent directors under NYSE rules. New Korai’s CEO and CFO will be those serving at Korai immediately before closing unless Korai designates others.

Key deal mechanics and conditions

• Due diligence: The SPAC has a Due Diligence Period until December 19, 2026, to review Korai’s information and disclose schedules. Closing requires a fairness opinion from King Kee Appraisal and Advisory Limited unless waived by the SPAC.
• Listing and approvals: Closing requires NYSE listing approval for New Korai Class A stock, effectiveness of the Registration Statement, and required stockholder approvals from Apex shareholders and Korai stockholders.
• Termination and extensions: The Merger Agreement includes standard termination rights, an Outside Date, and up to two potential extensions (extensions funded from the trust).
• Redemptions: Public shareholders have redemption rights at the time of an initial business combination, exercised either via a shareholder vote with a redemption feature or a tender offer, if applicable.
• Other agreements: Voting Agreement with Korai Significant Stockholders; Lock-Up Agreements restricting transfers of Merger Consideration Shares and Bonus Shares; Sponsor Support Agreement; and an Amended and Restated Registration Rights Agreement covering the sponsor and certain Korai stockholders.

Financial position and liquidity (as of August 31, 2026)

• Cash outside the trust: $1,148.
• Working capital: negative $338,372.
• Going concern: Management and the independent auditor disclosed substantial doubt about the company’s ability to continue as a going concern due to limited cash outside the trust and the 15-month combination period.
• Trust assets: approximately $116.7 million in investments as of August 31, 2026. Trust assets are held to fund the business combination, related expenses, and public shareholder redemptions if applicable.

Corporate and personnel

• Executive officers: Two — Chief Executive Officer Florence Ng and Chief Financial Officer/Chairman Shaoren Liu.
• Staffing: The company does not intend to have full-time employees prior to the consummation of the initial business combination.
• Headquarters: 13501 Katy Freeway, Houston, Texas 77079. Office space is provided by the sponsor without rent.
• Operations: The SPAC has no operating business and reports no revenue from operations. It will rely on trust funds and any additional financing to fund the business combination process and related costs.

Korai Flix — platform profile

• Product offering: Interactive online entertainment with AI-powered short dramas, companion avatars, and content creation tools.
• Market presence: Serving users in 15 Asian markets; the Merger Agreement represents at least 20,000,000 registered users.
• Closing conditions related to Korai: The Merger Agreement includes specific closing conditions, including minimum consolidated net assets and registered user thresholds.

Highlights at a glance

• IPO and private placement
  • Public units sold: 11,197,131 (including 1,197,131 over-allotment units)
  • Private units sold: 208,971
  • Over-allotment exercised: 302,869
  • Additional private units: 3,029
  • Gross proceeds from IPO: $111,971,310
  • Gross proceeds from private units (initial): $2,089,710
  • Gross proceeds from over-allotment: $3,028,690
  • Gross proceeds from additional private units: $30,290
  • Total public units: 11,500,000; total private units: 212,000
• Trust funds
  • Initial trust deposit: $115,000,000
  • Trust investments as of Aug 31, 2026: $116,695,841
• Ownership and lock-ups
  • Sponsor founder shares: 2,875,000 founder shares held by the sponsor, subject to lock-up restrictions.
• Merger economics and structure
  • Merger Consideration: $3.5 billion in New Korai common stock (350,000,000 shares at $10 per share)
  • Bonus Shares: 35,000 shares to Company Representative upon completion
  • New Korai stock classes: Class A (1 vote per share) and Class B (20 votes per share)
• Target profile (Korai)
  • Platform: AI-powered short dramas, companion avatars, content creation tools
  • Users: at least 20,000,000 registered users
  • Presence: 15 Asian markets

This summary reflects the material terms and facts described in the referenced document.