APEX Tech Acquisition Inc.: agrees to merge with Korai for $3,500,000,000

What happened

• APEX Tech Acquisition Inc. entered into an Agreement and Plan of Merger on Oct 20, 2026 to combine with Korai Flix, Inc. under which Merger Sub will merge into Korai and Korai will be the surviving corporation. APEX will convert from a Cayman Islands corporation to a Delaware corporation (the Conversion) and change its name to "Krflix Group, Inc." at Closing.
• The aggregate merger consideration is $3,500,000,000 to be paid solely in shares of New Korai common stock valued at $10.00 per share. The Company Representative will receive 35,000 shares of New Korai Class A Common Stock as bonus shares at closing.

Key details

• Closing is subject to APEX shareholder approval, Korai stockholder approval, effectiveness of a Form S-4 registration statement, NYSE approval to list New Korai Class A Common Stock, and other customary regulatory and third-party consents.
• Certain Korai closing conditions include no continuing material adverse effect, consolidated net assets of at least $100,000,000 for the calendar quarter immediately prior to Closing, and at least 20,000,000 registered users on Korai’s platform. APEX must have net tangible assets of at least $5,000,001 upon Closing after redemptions.
• Post-closing board will have 5 members: 1 designated by APEX and 4 designated by Korai, at least 2 of whom must meet NYSE independence rules. APEX agreed to file a registration statement on Form S-4 containing a proxy statement/prospectus for shareholder votes.
• Related agreements executed or to be executed include voting agreements by certain Korai stockholders, lock-up agreements restricting transfers of Merger Consideration Shares for 6 months and Bonus Shares for 12 months, a sponsor support agreement, and an amended and restated registration rights agreement.

Why it may matter

• Item 1.01 of the filing reports the material definitive agreement (the merger agreement) and summarizes the principal terms of the proposed business combination, including consideration, closing conditions and related agreements. The filing also furnishes a press release under Regulation FD. The filing does not show why the insider traded or why the company acted.