Quarterly Report for Quarter Ending June 30, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

References to the "Company," "our," "us" or "we" refer to Alpex Acquisition Corporation. The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes related thereto. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors.

Overview

We are a blank check company incorporated as a Cayman Islands exempted company on January 5, 2026 ("inception"). The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a "Business Combination"). As of June 30, 2026, we have not selected any specific Business Combination target, and neither the Company nor anyone acting on our behalf has initiated any substantive discussions, directly or indirectly, with any prospective Business Combination target with respect to an initial Business Combination. We may pursue our initial Business Combination in the broader technology sector, including artificial intelligence, interactive gaming, consumer internet and digital commerce, or in any other industry or geographic region.

As of June 30, 2026, the Company had not commenced substantive operations. All activities from January 5, 2026 (inception) through June 30, 2026 relate to the Company's formation, the preparation for and completion of its initial public offering, and activities incidental to identifying and evaluating prospective Business Combination targets. The Company will not generate operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income principally from income earned on cash and investments held in the trust account. The Company has selected December 31 as its fiscal year end and is an early-stage and emerging growth company subject to the risks associated with early-stage emerging growth companies.

Results of Operations

The Company has neither engaged in substantive operations nor generated operating revenue. Its activities from inception through June 30, 2026 were organizational activities, preparation for and completion of the Initial Public Offering and, following the Initial Public Offering, identifying and evaluating prospective target businesses. Operating expenses consisted primarily of formation costs, accounting and auditing fees, executive compensation, professional fees and Nasdaq listing fees. Other income consisted of interest earned on cash and amounts held in the Company's Trust Account (the "Trust Account"). Because the Company's initial public offering ("IPO") closed four days before the end of the reporting period, the results include significant formation, offering-readiness and public-company costs but only a limited period of interest income on the Trust Account.

For the three months ended June 30, 2026, we had a net loss of $123,388, consisting of formation and operating costs of $157,028, partially offset by total other income of $33,640, consisting of $1,270 of interest income on cash and cash equivalents and $32,370 of interest income on marketable securities held in the Trust Account.

For the period from January 5, 2026 (inception) through June 30, 2026, we had a net loss of $183,244, consisting of formation and operating costs of $216,884, partially offset by total other income of $33,640, consisting of $1,270 of interest income on cash and cash equivalents and $32,370 of interest income on marketable securities held in the Trust Account.

Liquidity and Capital Resources

On June 26, 2026, the Company completed its IPO of an aggregate of 11,500,000 units at an offering price of $10.00 per unit, including the units issued pursuant to the underwriters' full exercise of the over-allotment option (the "Units"). The aggregate gross proceeds from the IPO were $115,000,000. The Sponsor had acquired 2,875,000 Class B ordinary founder shares for aggregate consideration of $25,000. Separately, simultaneously with the closing of the IPO, the Company completed a private placement (the "Private Placement") of 187,500 units at $10.00 per unit (the "Private Placement Units"), generating gross proceeds of $1,875,000. On the closing date of the IPO, $115,000,000 of the IPO proceeds was deposited into the Trust Account, with Equiniti Trust Company, LLC serving as trustee.

Funds held in the Trust Account may be invested only in U.S. government treasury obligations with maturities of 185 days or less, or in money market funds that comply with Rule 2a-7 under the Investment Company Act of 1940, as amended, and invest solely in direct U.S. government treasury obligations. As of June 30, 2026, investments held in the Trust Account amounted to $115,032,370 and consisted of investments in a money market fund that invests in U.S. Treasury obligations. The Company recognized $32,370 of income related to the Trust Account during the period, which was reinvested in the Trust Account. The Company may withdraw earnings on the Trust Account to pay applicable taxes.

The Company intends to use substantially all of the funds held in the Trust Account, net of applicable income taxes and other permitted withdrawals, to complete a Business Combination. To the extent the Company uses all or a portion of its equity or debt securities as consideration for a Business Combination, the remaining funds released from the Trust Account will be available as working capital to support the post-combination operations of the target business, pursue additional acquisitions and implement the Company's business strategy.

Funds held outside the Trust Account will be used primarily to identify and evaluate prospective target businesses, conduct due diligence, travel to the offices, facilities and other locations of prospective targets, review contractual, financial and corporate documentation, and structure, negotiate and consummate a Business Combination. Such funds may also be used for post-combination expansion, strategic acquisitions, marketing and research and development activities. In addition, available non-trust funds may be used to pay operating expenses, third-party professional fees, financing commitment fees, consultant fees, transaction deposits and expenses associated with no-solicitation arrangements.

For the period from January 5, 2026 (inception) through June 30, 2026, net cash used in operating activities was $218,730. Net loss of $183,244 was adjusted for $92,925 of formation costs paid by the Sponsor and $5,000 of deferred offering costs written off to expense, partially offset by $32,370 of interest income on marketable securities held in trust. Changes in operating assets and liabilities used $101,041 of cash, primarily attributable to a $120,000 increase in prepaid expenses, partially offset by an $18,959 increase in accrued liabilities and other payables. Net cash used in investing activities was $115,000,000, related to the funding of the Trust Account. Net cash provided by financing activities was $115,973,682, consisting of $115,000,000 of proceeds from the IPO, $1,800,000 of cash proceeds from the Private Placement and a $1,000 capital contribution from the Sponsor, partially offset by $827,318 of offering costs paid.

As of June 30, 2026, the Company had $754,952 of cash and cash equivalents held outside the Trust Account and working capital of $636,965. Prior to the completion of the IPO, the Company's liquidity needs were satisfied through capital contributions from the Sponsor and borrowings under an unsecured, non-interest-bearing promissory note of up to $500,000 issued to the Sponsor (the "Promissory Note"). As of June 30, 2026, the outstanding balance of the Promissory Note was $219,028.

To finance working capital shortfalls or transaction costs incurred in connection with a Business Combination, the Sponsor, directors, officers or their respective affiliates may, but are not obligated to, provide loans to the Company. If a Business Combination is completed, such loans may be repaid from the proceeds released from the Trust Account or from other available funds. If a Business Combination is not completed, such loans may be repaid only from funds held outside the Trust Account, and no amounts held in the Trust Account may be used for repayment.

Up to $3,000,000 of such working capital loans may, at the lender's option, be converted into working capital units at a conversion price of $10.00 per unit. The terms of such units would be identical to those of the private placement units. The Company believes that its existing funds will be sufficient to meet its ordinary operating requirements. However, the actual costs of identifying and evaluating prospective target businesses, conducting due diligence and negotiating a Business Combination may exceed current estimates, which could result in a working capital shortfall before the completion of a Business Combination. In addition, significant redemptions by public shareholders in connection with a Business Combination may require the Company to obtain additional financing through the issuance of equity securities, debt instruments or other financing arrangements.

The Company expects to continue incurring significant costs in pursuing a Business Combination. If the Company does not complete a Business Combination within the period specified in its governing documents, it will be required to commence dissolution and liquidation procedures. In accordance with ASC 205-40, Presentation of Financial Statements-Going Concern, management evaluated whether there are conditions or events that raise substantial doubt about the Company's ability to continue as a going concern. Because the Company continues to incur significant acquisition-related costs, there is no assurance that a Business Combination will be completed within the required period, and the Company's existing resources may not be sufficient to fund operations for at least one year from the date the financial statements are issued, management concluded that substantial doubt exists about the Company's ability to continue as a going concern. Such substantial doubt will continue until the Company completes a Business Combination or becomes subject to mandatory liquidation, whichever occurs first. No adjustments have been made to the financial statements as a result of this uncertainty.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

The Company's principal contractual obligations relate to the Promissory Note with the Sponsor, executive compensation arrangements, registration rights and the deferred underwriting commission. The material terms of these arrangements are summarized below and described in greater detail in Notes 5 and 6 to the unaudited condensed financial statements.

Promissory Note - Related Party

As of June 30, 2026, $219,028 was outstanding under the Promissory Note with the Sponsor, which is not interest bearing. The Promissory Note is unsecured and is payable from funds held outside the Trust Account upon the closing of the IPO or, if not repaid at such time, on or before December 31, 2027.

Executive Compensation

The Chief Executive Officer and Chief Financial Officer of the Company are entitled to aggregate compensation of $12,500 per month, consisting of $7,500 and $5,000 per month, respectively, until the earlier of the conclusion of their respective terms or payment of six months of compensation, subject to an aggregate cap of $75,000. As of June 30, 2026, an aggregate of $65,834 has been incurred, of which $18,959 is included in accrued expenses and $21,875 was advanced by the Sponsor and is included in the Promissory Note balance. Subsequent to the closing of the IPO and through June 30, 2026, the Company paid $25,000 to its executive officers.

Deferred Underwriting Commission

The underwriters are entitled to a deferred underwriting commission of $805,000, payable in cash from the Trust Account upon completion of a Business Combination, subject to the underwriting agreement. The deferred underwriting commission will not be paid if the Company does not complete a Business Combination.

Critical Accounting Policies and Estimates

The preparation of unaudited condensed financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. Management does not believe that the Company had any critical accounting estimates as of June 30, 2026. Significant accounting policies include the classification and measurement of the Class A ordinary shares sold in the IPO subject to possible redemption, allocation of offering costs among separable financial instruments, classification and initial valuation of warrants and rights and computation of net loss per ordinary share. These policies are described in Note 2 to the unaudited condensed financial statements.

Recent Accounting Standards

In November 2024, the FASB issued Accounting Standards Update ("ASU") 2024-03, "Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses", requiring public entities to disclose additional information about specific expense categories in the notes to the unaudited financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company's unaudited financial statements.

JOBS Act

We are an 'emerging growth company' and, under the JOBS Act, are permitted to comply with new or revised accounting pronouncements based on the effective dates applicable to private companies. We have elected to take advantage of the extended transition period for complying with new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an "emerging growth company," we choose to rely on such exemptions we may not be required to, among other things, (i) provide an independent registered public accounting firm's attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the report of the independent registered public accounting firm providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO's compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of this offering or until we are no longer an "emerging growth company," whichever is earlier.