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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
May 22, 2026
Apogee Acquisition Corp
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-43226 |
|
N/A |
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
2106 House Ave Suite 375
Cheyenne, Wyoming |
|
82001 |
| (Address of principal executive offices) |
|
(Zip Code) |
(202) 854-0515
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on
which registered |
| Units, each consisting of one Class A ordinary share, one redeemable warrant, and one right to acquire one-fifth (1/5) of one Class A ordinary share |
|
AACPU |
|
The Nasdaq Stock
Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
AACP |
|
The Nasdaq Stock Market LLC |
| Warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
AACPW |
|
The Nasdaq Stock Market LLC |
| Rights, each right to acquire one-fifth (1/5) of one Class A ordinary share |
|
AACPR |
|
The Nasdaq Stock Market LLC |
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 8.01. Other Events.
On May 22, 2026, Apogee Acquisition Corp (the
“Company”) announced that the holders of the Company’s units sold in the Company’s initial public offering
(the “Units”) may elect to separately trade the Class A ordinary shares, par value $0.0001 per share (the “Class
A ordinary shares”), warrants (the “Warrants”), and rights (the “Rights”) included in
the Units, commencing on May 28, 2026. Each Unit consists of one Class A ordinary share, one redeemable Warrant, each Warrant entitling
the holder thereof to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment and one
Right, entitling the holder thereof to receive one-fifth of one Class A ordinary share upon the completion of an initial business combination.
Any Units not separated will continue to trade on the Nasdaq Global Market (“Nasdaq”) under the symbol “AACPU”.
Any underlying Class A ordinary shares, Warrants and Rights that are separated will trade on Nasdaq under the symbols “AACP”,
“AACPW” and “AACPR”, respectively. Holders of Units will need to have their brokers contact Efficiency INC., the
Company’s transfer agent, in order to separate the holders’ Units into Class A ordinary shares, Warrants and Rights.
A copy of the press release issued by the Company
announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 |
| Press Release dated May 22, 2026 |
| 104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| |
APOGEE ACQUISITION CORP |
| |
|
| |
By: |
/s/ Jeffrey Smith |
| |
|
Name: |
Jeffrey Smith |
| |
|
Title: |
Chief Executive Officer |
Date: May 22, 2026
Exhibit 99.1
Apogee Acquisition Corp Announces the Separate Trading of Its Class
A Ordinary Shares, Warrants and Rights, Commencing on May 28, 2026
New York, NY, May 22, 2026 (GLOBE
NEWSWIRE) -- Apogee Acquisition Corp (Nasdaq: AACPU) (the “Company”) today announced that, commencing on May
28, 2026, holders of the units (the “Units”) sold in the Company’s initial public offering may elect to
separately trade the Company’s Class A ordinary shares (the “Ordinary Shares”), warrants (the
“Warrants”) and rights (the “Rights”) included in the Units.
The Ordinary Shares, Warrants and Rights received
from the separated Units will trade on the Nasdaq Global Market (“Nasdaq”) under the symbols “AACP,” “AACPW”
and “AACPR,” respectively. Units that are not separated will continue to trade on Nasdaq under the symbol “AACPU”.
Holders of Units will need to have their brokers contact Efficiency INC., the Company’s transfer agent, in order to separate the
Units into Ordinary Shares, Warrants and Rights.
The Company was formed for the purpose of effecting
a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one
or more businesses. The Company may pursue an initial business combination opportunity in any industry or sector but intends to focus
on companies developing, integrating, or enabling advanced technologies across both physical and digital domains, including opportunities
in software, hardware, compute infrastructure, engineered materials, intelligent systems, automation, specialized components, energy and
power technologies, and other technology-driven platforms that support mission-critical functions across modern markets.
The Units were initially offered by the Company
in an underwritten offering. ARC Group Securities LLC acted as sole book-running manager. Copies of the prospectus relating to the
offering may be obtained from ARC Group Securities LLC at 398 S Mill Ave, Suite 201B, Tempe, AZ 85281, or by email at operations@arc-securities.com.
The registration statement relating to the securities
of the Company became effective on April 6, 2026. This press release shall not constitute an offer to sell or the solicitation of an offer
to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would
be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward Looking Statements
This press release contains statements that constitute
“forward-looking statements” that involve risks and uncertainties. Forward-looking statements are statements that are not
historical facts. Forward-looking statements are subject to numerous risks and uncertainties, many of which are beyond the control of
the Company, including those set forth in the Risk Factors section of the Company’s registration statement and final prospectus
for the Company’s initial public offering filed with the U.S. Securities and Exchange Commission (the “SEC”),
which could cause actual results to differ from forward-looking statements. Copies of these documents are available on the SEC’s
website, at www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this
release, except as required by law. No assurance can be given that the Company will ultimately complete a business combination transaction.
Contact
Jeffrey Smith, JD, LLM
President, CEO & Chairman
Apogee Acquisition Corp
info@apogeeacquisitioncorp.com
(202) 854-0515