Apogee Acquisition COO forfeits 36,000 shares

Q: Why did Thomas Lloyd Watson forfeit AACP shares?

Thomas Lloyd Watson’s 36,000 Class B ordinary shares were forfeited to Apogee Acquisition Sponsor LLC for no consideration in connection with his resignation as Chief Operating Officer, pursuant to the terms of his securities assignment and forfeiture agreement with the Sponsor.

Apogee Acquisition Corp (AACP) Chief Operating Officer Thomas Lloyd Watson disposed of 36,000 Class B ordinary shares on October 14, 2026, through a forfeiture to Apogee Acquisition Sponsor LLC for no consideration, in connection with his resignation.

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Form Type

Rhea-AI Filing Summary

Apogee Acquisition Corp (AACP) Chief Operating Officer Thomas Lloyd Watson disposed of 36,000 Class B ordinary shares on October 14, 2026, through a forfeiture to Apogee Acquisition Sponsor LLC for no consideration, in connection with his resignation. He directly held 24,000 Class B ordinary shares following the transaction.

Insider Trade Summary

Other: 36,000 shares

Other 1 txn

Insider Watson Thomas Lloyd

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Other	Class B Ordinary Shares ^{F1, F2}	36,000	--	--

Holdings After Transaction: Class B Ordinary Shares — 24,000 contracts (Direct)

Footnotes (2)

F1. Represents Class B ordinary shares which will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial business combination of Apogee Acquisition Corp, or earlier at the option of the holder on a one-for-one basis, subject to adjustment, as described in the Registration Statement on Form S-1 (File No. 333-294102) related to the Issuer's initial public offering.
F2. Reflects the forfeiture of 36,000 Class B Ordinary Shares to Apogee Acquisition Sponsor LLC (the "Sponsor") for no consideration, in connection with Mr. Watson's resignation from his role as Chief Operating Officer of the Issuer, pursuant to the terms of Mr. Watson's securities assignment and forfeiture agreement with the Sponsor.

Key Figures

Class B ordinary shares forfeited: 36,000 shares Class B ordinary shares following transaction: 24,000 shares Class B-to-Class A conversion: One-for-one

3 metrics

Class B ordinary shares forfeited 36,000 shares Forfeited to Apogee Acquisition Sponsor LLC on October 14, 2026, for no consideration

Class B ordinary shares following transaction 24,000 shares Direct holdings reported after the October 14, 2026 transaction

Class B-to-Class A conversion One-for-one Subject to adjustment; conversion terms apply at or around the initial business combination or earlier at the holder’s option

Key Terms

initial business combination, one-for-one basis, securities assignment and forfeiture agreement

3 terms

initial business combination financial

"consummation of the initial business combination of Apogee Acquisition Corp"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

one-for-one basis technical

"on a one-for-one basis, subject to adjustment"

securities assignment and forfeiture agreement technical

"securities assignment and forfeiture agreement with the Sponsor"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Thomas Lloyd Watson forfeit AACP shares?

Thomas Lloyd Watson’s 36,000 Class B ordinary shares were forfeited to Apogee Acquisition Sponsor LLC for no consideration in connection with his resignation as Chief Operating Officer, pursuant to the terms of his securities assignment and forfeiture agreement with the Sponsor.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/16/2026 - 07:24 PM EDT Accepted by SEC EDGAR 10/16/2026 - 07:23 PM EDT

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Watson Thomas Lloyd

(Last)

(First)

(Middle)

C/O APOGEE ACQUISITION CORP

2106 HOUSE AVE SUITE 375

(Street)

CHEYENNE

WYOMING

82001

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Apogee Acquisition Corp [ AACP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/14/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Ordinary Shares	⁽¹⁾	10/14/2026		J⁽²⁾			36,000	⁽¹⁾	⁽¹⁾	Class A Ordinary Shares	36,000	⁽²⁾	24,000	D

Explanation of Responses:

1. Represents Class B ordinary shares which will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial business combination of Apogee Acquisition Corp, or earlier at the option of the holder on a one-for-one basis, subject to adjustment, as described in the Registration Statement on Form S-1 (File No. 333-294102) related to the Issuer's initial public offering.

2. Reflects the forfeiture of 36,000 Class B Ordinary Shares to Apogee Acquisition Sponsor LLC (the "Sponsor") for no consideration, in connection with Mr. Watson's resignation from his role as Chief Operating Officer of the Issuer, pursuant to the terms of Mr. Watson's securities assignment and forfeiture agreement with the Sponsor.

	/s/ Thomas Lloyd Watson	10/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR