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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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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.
Resignation of Chief Executive Officer
On July 20, 2026, Mr. Shaoren Liu resigned as Chief Executive Officer of Apex Tech Acquisition Inc. (the “Company”), effective as of July 20, 2026. Mr. Liu will continue to serve as the Company’s Chief Financial Officer, Chairman of the Board and as a director of the Company. Mr. Liu’s resignation as Chief Executive Officer was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Appointment of Chief Executive Officer
On July 20, 2026, the Board of Directors of the Company (the “Board”) appointed Ms. Florence Ng, age 62, as the Chief Executive Officer of the Company, effective as of July 20, 2026.
Ms. Ng has over 17 years of experience in mergers and acquisitions, capital markets, corporate governance and public company advisory. She is the Founder and Principal of FNC Advisory LLC, a strategic advisory firm providing services in mergers and acquisitions, capital markets and IPO project management. Ms. Ng previously served as Executive Director, Chief Operating Officer, Vice President of Operations and Executive Consultant of Mega Matrix Corp. (NYSE American: MPU), where she held executive leadership and operational management roles. She has also served as an independent director of companies listed on Nasdaq, NYSE American and the Hong Kong Stock Exchange. Prior to her executive roles, Ms. Ng practiced corporate law with Jones Day and Rowland Chow, Chan & Co., where she advised clients on cross-border mergers and acquisitions, private equity investments, capital markets transactions and initial public offerings.
Ms. Ng holds a Bachelor of Laws from the University of London, a Master of Laws with Distinction and a Postgraduate Certificate in Laws from City University of Hong Kong. She also completed the AI Leadership Certificate program at Stanford University and the Fintech Programme at the University of Oxford. She is admitted as a Solicitor of the High Court of the Hong Kong Special Administrative Region.
There are no family relationships between Ms. Ng and any director or executive officer of the Company, and there are no arrangements or understandings between Ms. Ng and any other person pursuant to which she was appointed as an officer of the Company. Ms. Ng has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with her appointment, the Company entered into a Service Agreement with Ms. Florence Ng. The Service Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
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Service Agreement, dated July 20, 2026, by and between Apex Tech Acquisition Inc. and Florence Ng |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
Date: July 20, 2026
APEX TECH ACQUISITION INC. |
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By: |
/s/ Florence Ng |
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| Name: | Florence Ng |
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| Title: | Chief Executive Officer |
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EXHIBIT 10.1
SERVICE AGREEMENT
This Service Agreement (this “Agreement”) is entered into as of July 20, 2026 (the “Effective Date”), by and between:
Apex Tech Acquisition Inc., a Cayman Islands exempted company (the “Company”); and
Florence Ng (“Executive”).
1. Appointment
The Company hereby appoints Executive to serve as its Chief Executive Officer, and Executive accepts such appointment, subject to the terms and conditions of this Agreement.
2. Services
Executive shall faithfully perform the duties and responsibilities of Chief Executive Officer and shall devote such time and attention as is reasonably necessary for the performance of her duties. Executive shall report directly to the Board of Directors of the Company and shall perform such additional duties as may reasonably be assigned by the Board from time to time.
3. Compensation
(a) Base Salary. Executive shall receive a base salary of US$5,000 per month, payable in accordance with the Company’s normal payroll practices.
(b) deSPAC Completion Bonus. Upon the successful consummation of the Company’s initial business combination (deSPAC transaction), the Company shall pay Executive a one-time bonus of US$400,000, payable within thirty (30) days following the closing of the deSPAC transaction, in cash, equity securities of the Company, or a combination thereof.
(c) Expenses. The Company shall reimburse Executive for all reasonable business expenses incurred in connection with the performance of her duties, subject to the Company’s reimbursement policies.
4. Term and Termination
This Agreement shall commence on the Effective Date and shall continue until terminated by either party upon thirty (30) days’ written notice, unless terminated earlier in accordance with applicable law.
Termination of this Agreement shall not affect any compensation or reimbursement accrued prior to the effective date of termination, including any deSPAC Completion Bonus that has become payable.
5. Confidentiality
Executive shall keep confidential all non-public information concerning the Company and shall not disclose such information except as required in the performance of her duties or as required by law.
6. Indemnification
To the fullest extent permitted by applicable law and the Company’s organizational documents, the Company shall indemnify Executive against claims arising from the good faith performance of her duties as Chief Executive Officer. Executive shall also be entitled to coverage under any directors’ and officers’ liability insurance maintained by the Company.
7. Miscellaneous
This Agreement shall be governed by the laws of the State of New York, without regard to its conflict of laws principles.
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior understandings relating thereto.
This Agreement may be amended only by a written instrument signed by both parties.
8. Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
APEX TECH ACQUISITION INC.
By _____________________
Name: Shaoren Liu
Title: Director
Date: July 20, 2026
Accepted and Agreed:
________________________
Florence Ng
Date: July 20, 2026
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