Form 8-A12B/A APEX Tech Acquisition
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 1
to
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
| APEX Tech Acquisition Inc. |
| (Exact name of registrant as specified in its charter) |
| Cayman Islands |
| N/A |
| (State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification Number) |
13501 Katy Freeway
Houston, TX 77079
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class to be so registered |
| Name of each exchange on which each class is to be registered |
| Units, each consisting of one ordinary share, $0.0001 par value, and one right to receive one-fourth (1/4) of one ordinary share |
| The New York Stock Exchange |
| Ordinary shares, par value $0.0001 per share |
| The New York Stock Exchange |
| Rights, each entitling the holder to receive one-fourth (1/4) of one ordinary share |
| The New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-291936
Securities to be registered pursuant to Section 12(g) of the Act: N/A
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. ☐
EXPLANATORY NOTE
This Amendment No. 1 on Form 8-A amends and restates in its entirety the information set forth in the Registration Statement on Form 8-A previously filed by APEX Tech Acquisition Inc. (the “Registrant”) with the Securities and Exchange Commission on February 24, 2026.
Item 1. Description of Registrant’s Securities to be Registered.
The securities to be registered hereby are the units, ordinary shares, par value $0.0001 per share, and rights of the Registrant. The description of the units, ordinary shares and rights set forth under the heading “Description of Securities” in the Registrant’s prospectus forming a part of its Registration Statement on Form S-1 (File No. 333-291936), originally filed with the U.S. Securities and Exchange Commission on December 4, 2025 (as amended, the “Registration Statement”), to which this Form 8-A relates is incorporated by reference herein. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.
Item 2. Exhibits.
Under the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are registered on The New York Stock Exchange and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
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SIGNATURES
Pursuant to the requirements of Section l2 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
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| APEX Tech Acquisition Inc. |
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| Date: February 25, 2026 | By: | /s/ Shaoren Liu |
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| Name: | Shaoren Liu |
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| Title: | Chief Executive Officer and Chief Financial Officer |
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