APXT merger with TECfusions, Inc.
TECfusions, Inc. (US) — AI-ready data center developer and operator that converts legacy industrial sites into powered, high-density colocation campuses via 'adaptive reuse', with on-site gas generation to bypass utility interconnection queues.Revenue $110M (FY2026E) — a projection, not a reported figure.
Expected close, as filed: Q4 2026.
Announced 22 July 2026.
The symbol the combined company is expected to trade under.
TECfusions, Inc. is a digital infrastructure company founded in 2023 that specializes in the design, construction, and operation of AI-ready data centers and power infrastructure. Operating at the intersection of technology, environment, and community, the company employs a vertically integrated approach to develop high-density data centers tailored for artificial intelligence and high-performance computing workloads. TECfusions is led by founder and CTO Simon Tusha, a former CTO of QTS, who has steered the company’s strategy of adapting and reusing legacy industrial sites to accelerate deployment in power-constrained markets. By focusing on providing space, power, and efficient low-water cooling to tenants, TECfusions avoids direct exposure to the more volatile GPU ownership and compute layers, instead positioning itself as an infrastructure provider for hyperscalers, neocloud tenants, and enterprise AI customers.
The company’s current portfolio reflects a mix of live, contracted, and planned capacity across strategic U.S. markets, anchored by a stated multi-gigawatt development pipeline. In Clarksville, Virginia, TECfusions operates 37 megawatts of fully leased live capacity with potential for a 220-megawatt expansion. Its Tucson, Arizona site features 16 megawatts live and 12 megawatts contracted, alongside plans for an additional 20 megawatts. The company's most ambitious project is the TECfusions Keystone Connect campus in New Kensington, Pennsylvania, where it acquired 1,395 acres of a former Alcoa R&D facility. This site currently has 2 megawatts live and 12 megawatts contracted, but is designed for a massive 3-gigawatt build-out over six years, supported by on-site natural gas power generation and a $2 million state redevelopment grant. Among its customers, TECfusions counts neocloud provider TensorWave, which has split 20 megawatts
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
Effective equity counts every claim on the post-close company at $10.00 — rollover, public shares, the founder promote and the PIPE. The headline counts only the target.
- PIPE
- $35M
- Min-cash condition
- $45M
- Sponsor promote
- 25%
- Exchange ratio
Exchange Ratio = Aggregate Consideration (400.0 million shares, being the $4.0 billion base purchase price divided by $10.00) divided by TECfusions' fully diluted share count.more ▾less ▴
PIPE terms — instrument, coupon, conversion price and any reset floor — are not sourced for this deal. The size above is filed; the terms are in a document we have not read, and an unread term is left blank rather than assumed to be plain common stock at $10.00.
a) Sponsor shall, immediately prior to (and contingent upon) the Closing, forfeit, or cause to be forfeited, to Purchaser the sum of (i) a number of Purchaser Class B Ordinary Shares equal to 50% of the number of new shares (if any) to be issued by the Surviving Company at the Closing as consideration or inducement payments pursuant to the terms of any non-redemption agreements or subscription agreements entered into by Purchaser in connection with the PIPE Investment or other forms of financings, plus (ii) an additional number of Purchaser Class B Ordinary Shares equal to the product of the percentage of Purchaser Class A Ordinary Shares redeemed in connection with the Transactions, multiplied by the total number of Sponsor’s remaining Purchaser Class B Ordinary Shares (after giving effect to forfeitures in the immediately preceding clause (i)) (all such forfeited shares, the “ Forfeited Founder Shares ” and the forfeiture of the Forfeited Founder Shares pursuant to this Section 5(a) , the “ Sponsor Forfeiture ”); provided, however, that in no event shall the aggregate number of Forfeited Founder Shares exceed 3,150,000more ▾less ▴
What the filings actually value
They are not the same fact, and only the last one is what a valuation multiple may be struck on.
What TECfusions, Inc. on its own is valued at, before a dollar of the SPAC's trust or the PIPE reaches it. This is the price agreed for the business itself.
The combined company net of that cash — what the buyers are paying for the BUSINESS. Every multiple below is struck on this figure and on nothing else.
What that price is, per dollar of sales
FY2026E projection — a forecast the company made about itself, not money it has earned
$4,200M ÷ $110M of FY2026E revenue. $1 of TECfusions, Inc.'s 2026 PROJECTED sales is being bought for $38.20.
Enterprise value ÷ EBITDA — not shown
No EBITDA figure for TECfusions, Inc. appears in any filing we hold, so no EV/EBITDA multiple is shown. We have not inferred one from a margin assumption — a multiple built on an assumed margin measures the assumption, not the company.
What qualifies these figures
- Every multiple above is struck on a PROJECTION the company made about itself in a marketing document, not on money it has earned. Listed peers are measured on revenue they actually booked, so any comparison flatters this deal by exactly as much as the forecast is optimistic.
All figures above are stated in EX-99.1 press release (8-K)0001213900-26-080199
PRESS-RELEASE PROSE, NOT A CAPITALISATION TABLE, and stored to the precision the document offers: "a pre-money equity value of $4.0 billion and implies a pro forma enterprise value of approximately $4.2 billion, assuming no redemptions ... and $35 million in gross committed PIPE proceeds." The enterprise value is the filing's own "approximately" and is exact to one significant figure past the decimal, no further. No pro-forma equity value, no pro-forma cash and no share count are stated anywhere in our corpus for this deal, so those columns stay NULL rather than being back-solved out of the two figures that are filed. Note the direction: enterprise value EXCEEDS pre-money equity by ~$200M, which for a data-centre developer implies net debt coming across, but no filing we hold states a debt figure and none is stored.
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: TECfusions, Inc.
from 425The business actually being bought — described from SEC primary filings, with projections labelled as projections.
AI-ready data center developer and operator that converts legacy industrial sites into powered, high-density colocation campuses via 'adaptive reuse', with on-site gas generation to bypass utility interconnection queues. Operating/development activity at three US sites (Clarksville VA, Tucson AZ, New Kensington PA). NOT pre-revenue on the face of the filings (the deck states Clarksville was 'built and revenue-generating in just 3 months' and describes fully-leased Phase 1 capacity), BUT NO ACTUAL HISTORICAL REVENUE, EBITDA, CASH, DEBT OR BALANCE-SHEET FIGURE IS DISCLOSED IN ANY SEC FILING TO DATE. The only financial figures on file are a management three-year FORECAST (2026E $110M, 2027E $289M, 2028E $2.14B revenue) and the deck expressly says TECfusions' FY2025 audit 'is in process'. No S-4/proxy has been filed, so no audited target financial statements exist on EDGAR.
Founded 2023.
A projection from the deal deck, not a reported figure — read the valuation with that in mind.
TECfusions, Inc. — every SPAC that has bid for it, and its listed peers
Expensive or cheap?
vs 7 listed peersA price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what TECfusions, Inc. actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.
SpacBrain’s read on the price
Priced above its listed peers
The deal values TECfusions, Inc. at $4.2bn, or 38.2× its own 2026 projected revenue. That is 1.6× what the market pays for its closest listed peers (median 23.44×) — an expensive price. It is priced above 71% of them.
Pro-forma enterprise value as filed.
Projection — a forecast the company made about itself, not money it has earned
FY2026E
38.2× 2026 projected revenue. Put another way: $1 of its forecast annual sales is being bought for $38.20.
$1 of their sales costs $23.44 on the open market. Median of 7 listed companies we judged a true comparable, which individually run from 7.08× to 65.11×. Their share prices are from 15 August 2026, not today.
What qualifies this number
- CIFR, CSQR, AIB, VIP, IOND, WYFI, DUOT, FIGR have no revenue to divide by, so they are shown but left out of the peer median.
- EQIX, GLXY shown for context only — not close enough to move the median.
- This multiple is struck on a PROJECTION the company made about itself, not on money it has actually earned. Peers are measured on revenue they really booked, so the comparison flatters the deal.
The 17 listed companies it is measured against, and why
- APLD23.65× revenue
Applied Digital is the closest analogue: converts/builds powered campuses and leases AI-ready capacity to hyperscalers and neoclouds on long-term contracts without owning the GPUs, at a comparable multi-hundred-MW development stage.
- CIFRno revenue multiple
Direct comp: Cryptocurrency Mining; mid-cap ($6.0bn); shares interconnection, sites, center, site, data, developer with the target's own description; forward EV/Sales 51.5x.
- CORZ20.43× revenue
Core Scientific repurposed legacy power-secured industrial sites into contracted HPC/AI hosting capacity - the same 'power first, adaptive reuse' thesis TECfusions is selling.
- CSQRno revenue multiple
Operational comp: Data Processing Services; shares interconnection, colocation, sites, centers, infrastructure, capacity with the target's own description; forward EV/Sales 7.8x.
- IREN23.44× revenue
IREN self-develops power-secured data centers and leases AI compute capacity, matching TECfusions' vertically integrated power-plus-shell model at similar GW-scale ambitions.
- AIBno revenue multiple
Operational comp: IT Services & Consulting (NEC); shares density, centers, ready, data, developer, operator with the target's own description; forward EV/Sales 11.5x.
- WULF65.11× revenue
TeraWulf converts owned power assets into contracted AI/HPC colocation leases with hyperscaler anchor tenants - a direct read-through for TECfusions' anchor-tenant-led buildout.
- MARA7.08× revenue
Operational comp: Cryptocurrency Mining; mid-cap ($3.4bn); shares colocation, sites, capacity, data, infrastructure, into with the target's own description; forward EV/Sales 7.2x.
- NBIS53.18× revenue
Nebius is the neocloud-side comparable that shows demand pricing for the AI capacity TECfusions intends to lease, though Nebius owns GPUs where TECfusions explicitly does not.
- VIPno revenue multiple
Operational comp: IT Services & Consulting (NEC); micro-cap ($23m); shares sites, generation, data, infrastructure, center, centers with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- DLR13.93× revenue
Digital Realty is the mature end-state of the wholesale/colocation landlord model TECfusions describes (recurring per-kW fees with annual escalators), useful as a valuation ceiling rather than a scale peer.
- EQIX12.96× revenuecontext only — left out of the median
Equinix anchors colocation multiples for contracted, escalator-bearing per-kW lease revenue, but operates at a scale and with a retail-interconnection mix far removed from TECfusions.
- IONDno revenue multiple
Operational comp: Data Processing Services; shares sites, site, capacity, leased, only, infrastructure with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- GLXY0.15× revenuecontext only — left out of the median
Galaxy Digital's Helios build is a single-site legacy-power-to-AI-datacenter conversion with hyperscaler leases, structurally similar but embedded inside a financial-services business.
- WYFIno revenue multiple
Operational comp: IT Services & Consulting (NEC); small-cap ($605m); shares colocation, center, data, centers, capacity, infrastructure with the target's own description; forward EV/Sales 8.2x.
- DUOTno revenue multiple
Operational comp: IT Services & Consulting (NEC); micro-cap ($230m); shares colocation, adaptive, center, data, infrastructure, high with the target's own description; forward EV/Sales 5.9x.
- FIGRno revenue multiple
Operational comp: IT Services & Consulting (NEC); mid-cap ($8.8bn); shares figure, activity, cash, generation, new, that with the target's own description; forward EV/Sales 7.6x.
Which companies count as comparable is our judgement, written out above so you can disagree with it. The median is what these shares happened to trade at on the date given — not a price anyone is offering for this deal.
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.