As filed with the U.S. Securities and Exchange Commission on October 27, 2025

Registration No. 333-             

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT
UNDER

THE SECURITIES ACT OF 1933

Apex Treasury Corporation
(Exact name of registrant as specified in its charter)

Cayman Islands	6770	N/A
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

2035 Regatta Drive
Vero Beach, Florida 32963
Tel: (772) 588-4799
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Hugh Cochrane
Co-Chief Executive Officer
2035 Regatta Drive
Vero Beach, Florida 32963
Tel: (772) 588-4799
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Elliott Smith
Perkins Coie LLP
1155 Avenue of the Americas
New York, New York 10036
Tel: (212) 262-6900 Simon Raftopoulos
Alexandra Low
Appleby (Cayman) Ltd.
60 Nexus Way, 9^th Floor
Camana Bay,
Grand Cayman
Cayman Islands
KY1-1104
Tel: (345) 949-4900 Stephen C. Ashley
Christopher Wing
Pillsbury Winthrop Shaw
Pittman LLP
31 W. 52^nd Street
New York, New York 10019
Tel: (212) 858-1000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-289485

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act. ☐

This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

Explanatory Note

This Registration Statement on Form S-1 is being filed by Apex Treasury Corporation, a Cayman Islands exempted company (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), and General Instruction V to Form S-1. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-289485) (the “Prior Registration Statement”), initially filed by the Registrant on August 11, 2025, as amended on October 1, 2025 and October 7, 2025, which became effective pursuant to Section 8(a) of the Act and the rules and regulations promulgated thereunder.

This Registration Statement covers the registration of an additional 5,750,000 of the Registrant’s units, each consisting of one ordinary share and one-half of one redeemable warrant, including 4,500,000 units that may be purchased by the underwriters to cover over-allotments, if any.

The required opinions of counsel and related consents and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

CERTIFICATION

The Registrant hereby certifies to the Securities and Exchange Commission that (1) it has instructed its bank to pay the filing fee set forth on Exhibit 107 to this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of October 28, 2025), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than October 28, 2025.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

All exhibits filed with or incorporated by reference in Registration Statement No. 333-289485 are incorporated by reference into, and shall be deemed to be part of, this Registration Statement, except for the following, which are filed herewith:

 

Exhibit No.	Description
5.1	Opinion of Perkins Coie LLP.
5.2	Opinion of Appleby (Cayman) Ltd., Cayman Islands counsel to the Registrant.
23.1	Consent of WithumSmith+Brown, PC.
23.2	Consent of Perkins Coie LLP (included in Exhibit 5.1).
23.3	Consent of Appleby (Cayman) Ltd. (included in Exhibit 5.2).
107	Filing Fee Table.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Vero Beach, Florida, on the 27^th day of October, 2025.

APEX TREASURY CORPORATION
By:	/s/ Hugh Cochrane
Name:	Hugh Cochrane
Title:	Co-Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on October 27, 2025.

Name	Position
/s/ Ajmal Rahman	Co-Chief Executive Officer and Chairman
Ajmal Rahman	(Co-Principal Executive Officer)
/s/ Hugh Cochrane	Co-Chief Executive Officer and Director
Hugh Cochrane	(Co-Principal Executive Officer)
/s/ Paul Sykes	Chief Financial Officer
Paul Sykes	(Principal Financial Officer and Principal Accounting Officer)

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AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of Apex Treasury Corporation in Vero Beach, Florida, on the 27^th day of October, 2025.

APEX TREASURY CORPORATION
By:	/s/ Hugh Cochrane
Name:	Hugh Cochrane
Title:	Co-Chief Executive Officer

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