STOCK TITAN

Apogee Acquisition (NASDAQ: AACPU) closes $172.5M SPAC IPO and funds trust

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Apogee Acquisition Corp, a Cayman Islands-based blank check company, completed its initial public offering of 17,250,000 units at $10.00 per unit, raising gross proceeds of $172,500,000. Each unit includes one Class A ordinary share, one redeemable warrant exercisable at $11.50, and one right to receive one-fifth of a Class A share.

The company also sold 470,000 Private Placement Units to its sponsor for $4,700,000 and placed $173,362,500, or $10.05 per unit, into a trust account for public shareholders. New directors were appointed, amended articles authorizing up to 200,000,000 Class A shares were filed, and Apogee now has until July 8, 2027 to complete an initial business combination within its advanced-technology focus.

Positive

  • None.

Negative

  • None.

Insights

Apogee’s SPAC IPO raises $172.5M and fully funds its trust.

Apogee Acquisition Corp has launched as a SPAC by selling 17,250,000 units at $10.00, including full over-allotment, for total gross proceeds of $172,500,000. Each unit bundles common equity, a warrant at $11.50, and a right to one-fifth of a share.

The company added $4,700,000 from 470,000 sponsor Private Placement Units and placed $173,362,500, or $10.05 per unit, into a trust account for public holders. Amended articles authorize large share capacity and define a Completion Window through July 8, 2027 to complete a business combination focused on advanced technologies.

The structure and timelines are typical for SPACs, with investor outcomes hinging on the quality and pricing of any eventual deal. Future disclosures about a proposed business combination and related shareholder votes will determine how this cash pool is ultimately deployed.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Units sold 17,250,000 units Initial public offering, including full over-allotment, at $10.00 per unit
IPO gross proceeds $172,500,000 Total gross proceeds from the 17,250,000-unit offering
Private Placement Units 470,000 units Sold to sponsor at $10.00 per unit for $4,700,000
Trust account funding $173,362,500 Placed in trust at $10.05 per Unit from IPO and Private Placement
Authorized Class A shares 200,000,000 shares Authorized under amended and restated memorandum and articles
Authorized Class B shares 20,000,000 shares Class B ordinary shares, par value $0.0001
Authorized preference shares 1,000,000 shares Preference shares, par value $0.0001
Completion Window deadline July 8, 2027 Latest date to complete an initial business combination before mandatory redemptions
trust account financial
"A total of $173,362,500 ($10.05 per Unit) of the net proceeds from the Offering and the Private Placement was placed in a trust account"
A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.
over-allotment option financial
"which included the full exercise by the underwriters of their overallotment option to purchase an additional 2,250,000 units"
An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.
Private Placement Units financial
"the Company consummated the private placement of 470,000 units to the Sponsor (the “Private Placement Units”)"
Amended and Restated Memorandum and Articles of Association regulatory
"the Company filed its amended and restated memorandum and articles of association (the “Amended Articles”)"
blank check company financial
"Apogee Acquisition Corp (the “Company”), a blank check company formed for the purpose of effecting a merger"
A blank check company is a publicly listed shell that raises money from investors before naming a specific business to buy or merge with, similar to handing a cashier a signed check and asking them to fill in the payee later. It matters to investors because it offers a faster, often cheaper path for private firms to become public, but carries extra risk since returns depend on the organizers’ ability to find a good deal and on limited information about the future business.
Completion Window regulatory
"within the Completion Window, subject to applicable law"
false --12-31 0002102123 00-0000000 0002102123 2026-04-06 2026-04-06 0002102123 AACPU:UnitsEachConsistingOfOneClassOrdinaryShareOneRedeemableWarrantAndOneRightToAcquireOnefifth15OfOneClassOrdinaryShareMember 2026-04-06 2026-04-06 0002102123 AACPU:ClassOrdinarySharesParValue0.0001PerShareMember 2026-04-06 2026-04-06 0002102123 AACPU:WarrantsEachWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50Member 2026-04-06 2026-04-06 0002102123 AACPU:RightsEachRightToAcquireOnefifth15OfOneClassOrdinaryShareMember 2026-04-06 2026-04-06 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): April 6, 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 filing 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 1.01. Entry into a Material Definitive Agreement.

 

On April 6, 2026, the registration statement on Form S-1 (File No. 333-294102) (the “Registration Statement”) relating to the initial public offering (the “Offering”) of Apogee Acquisition Corp, a Cayman Islands exempted company (the “Company”), was declared effective by the U.S. Securities and Exchange Commission.

 

On April 8, 2026, the Company consummated the Offering of 17,250,000 units (the “Units”), which included the full exercise of the underwriters’ over-allotment option. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (“Class A Ordinary Shares”), one redeemable warrant (each, a “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 (each, a “Right”) entitling the holder thereof to receive one-fifth of one Class A Ordinary Share upon the completion of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds to the Company of $172,500,000.

 

In connection with the Offering, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:

 

An Underwriting Agreement, dated April 6, 2026, between the Company and ARC Group Securities LLC (the “Representative”), a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K (this “Report”) and incorporated herein by reference;

 

A Warrant Agreement, dated April 6, 2026, between the Company and Efficiency INC. (“Efficiency”), as warrant agent, a copy of which is filed as Exhibit 4.1 to this Report and incorporated herein by reference;

 

A Share Rights Agreement, dated April 6, 2026, between the Company and Efficiency, as rights agent, a copy of which is filed as Exhibit 4.2 to this Current Report on Form 8-K and incorporated herein by reference;

 

An Insider Letter Agreement, dated April 6, 2026, among the Company, its directors and officers and Apogee Acquisition Sponsor LLC (the “Sponsor”), a copy of which is filed as Exhibit 10.1 to this Report and incorporated herein by reference;

 

An Investment Management Trust Agreement, dated April 6, 2026, between the Company and Efficiency, as trustee, a copy of which is filed as Exhibit 10.2 to this Report and incorporated herein by reference;

 

A Registration Rights Agreement, dated April 6, 2026, among the Company and certain security holders, a copy of which is filed as Exhibit 10.3 to this Report and incorporated herein by reference;

 

A Private Placement Units Purchase Agreement, dated April 6, 2026, between the Company and the Sponsor, a copy of which is filed as Exhibit 10.4 to this Report and incorporated herein by reference;

 

An Administrative Services Agreement, dated April 6, 2026, between the Company and the Sponsor, a copy of which is filed as Exhibit 10.5 to this Report and incorporated herein by reference; and

 

Indemnity Agreements, each dated April 6, 2026, between the Company and each director and executive officer of the Company (the “Indemnity Agreements”), the form of which is filed as Exhibit 10.6 to this Report and incorporated herein by reference.

 

Item 3.02. Unregistered Sales of Equity Securities.

 

On April 8, 2026, simultaneously with the consummation of the Offering, the Company consummated the private placement of 470,000 units to the Sponsor (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating gross proceeds of $4,700,000 (the “Private Placement”). No underwriting discounts or commissions were paid with respect to the Private Placement. The Private Placement was conducted as a non-public transaction and, as a transaction by an issuer not involving a public offering, is exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act. The Private Placement Units are identical to the Units, except that they (i) may not (including the underlying securities), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial business combination, (ii) are not redeemable by the Company and (iii) are entitled to registration rights.

 

1

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Effective as of April 6, 2026, the following individuals were appointed to the board of directors (the “Board”) of the Company: Anna Brunelle, David Quiram, Sagiv Shiv and Christopher Valentine. Additional information regarding, among other things, each individual’s background, board committee membership and compensatory arrangements is contained in the Registration Statement and is incorporated herein by reference.

 

On April 6, 2026, in connection with their appointments to the Board, each of the members of the Board entered into the Letter Agreement as well as an Indemnity Agreement with the Company filed, respectively, as Exhibits 10.1 and 10.6, herewith.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On April 6, 2026, the Company filed its amended and restated memorandum and articles of association (the “Amended Articles”) with the Registrar of Companies in the Cayman Islands. Among other things, the Amended Articles authorize the issuance of up to (i) 200,000,000 Class A Ordinary Shares, (ii) 20,000,000 Class B ordinary shares, par value $0.0001 per share, and (iii) 1,000,000 preference shares, par value $0.0001 per share. The terms of the Amended Articles are set forth in the Registration Statement and are incorporated herein by reference. The foregoing description of the Amended Articles is qualified in its entirety by reference to the full text of the Amended Articles, a copy of which is filed as Exhibit 3.1 to this Report and incorporated herein by reference.

 

Item 8.01. Other Events.

 

A total of $173,362,500 ($10.05 per Unit) of the net proceeds from the Offering and the Private Placement was placed in a trust account established for the benefit of the Company’s public shareholders (the “Trust Account”), with Efficiency acting as trustee. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company for taxes payable, other than excise taxes, if any, the funds held in the Trust Account will not be released from the Trust Account until the earliest of: (i) the completion of the Company’s initial business combination, (ii) the redemption of the Class A Ordinary Shares underlying the Units (the “Public Shares”) if the Company is unable to complete its initial business combination by July 8, 2027, or such earlier date as the Company’s board of directors may approve, or such other time period in which the Company must complete an initial business combination pursuant to an amendment to the Amended Articles approved by a special resolution of the Company’s shareholders (collectively, the “Completion Window”), subject to applicable law, or (iii) the redemption of the Public Shares properly submitted in connection with a shareholder vote to amend the Amended Articles (a) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of the Public Shares if the Company has not consummated an initial business combination within the Completion Window or (b) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.

 

On April 6, 2026, the Company issued a press release announcing the pricing of the Offering, and on April 8, 2026, the Company issued a press release announcing the closing of the Offering. Copies of such press releases are filed as Exhibits 99.1 and 99.2, respectively, to this Report and incorporated herein by reference.

 

2

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
1.1   Underwriting Agreement, dated April 6, 2026, between the Company and ARC Group Securities LLC.
3.1   Amended and Restated Memorandum and Articles of Association of the Company.
4.1   Warrant Agreement, dated April 6, 2026, between the Company and Efficiency.
4.2   Rights Agreement, dated April 6, 2026, between the Company and Efficiency.
10.1   Insider Letter Agreement, dated April 6, 2026, among the Company, its directors and officers and Apogee Acquisition Sponsor LLC.
10.2   Investment Management Trust Agreement, dated April 6, 2026, between the Company and Efficiency.
10.3   Registration Rights Agreement, dated April 6, 2026, among the Company and certain security holders.
10.4   Private Placement Units Purchase Agreement, dated April 6, 2026, between the Company and Apogee Acquisition Sponsor LLC.
10.5   Administrative Services Agreement, dated April 6, 2026, between the Company and Apogee Acquisition Sponsor LLC.
10.6   Form of Indemnity Agreement.
99.1   Press Release, dated April 6, 2026.
99.2   Press Release, dated April 8, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

3

 

 

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: April 10, 2026

 

4

 

Exhibit 99.1 

 

Apogee Acquisition Corp Announces Pricing of $150 Million Initial Public Offering

 

Cheyenne, WY, April 06, 2026 (GLOBE NEWSWIRE) -- Apogee Acquisition Corp (the “Company”) announced the pricing of its initial public offering of 15,000,000 units at a price of $10.00 per unit on April 6, 2026. The units are expected to be listed for trading on the Nasdaq Stock Market LLC under the ticker symbol “AACPU” beginning April 7, 2026. Each unit consists of one Class A ordinary share, one redeemable warrant of the Company, and one right to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of an initial business combination. Each warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments. Once the securities comprising the units begin separate trading, the Company expects that its Class A ordinary shares, warrants and rights will be listed on the Nasdaq Stock Market LLC under the symbols “AACP,”  “AACPW” and “AACPR,” respectively. The offering is expected to close on April 8, 2026, subject to customary closing conditions.

 

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.

 

ARC Group Securities LLC is acting as sole book-running manager. The Company has granted the underwriters a 45-day option to purchase up to 2,250,000 additional units at the initial public offering price to cover over-allotments, if any.

 

The public offering is being made only by means of a prospectus. When available, 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.

 

A registration statement relating to the securities was declared 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 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,” including with respect to the proposed initial public offering and the anticipated use of the net proceeds from the offering. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the Company will ultimately complete a business combination transaction. Forward-looking statements are subject to numerous conditions, 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 preliminary prospectus for the Company’s offering filed with the U.S. Securities and Exchange Commission (the “SEC”). 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.

 

Contact

 

Jeffrey Smith, JD, LLM
President, CEO & Chairman
Apogee Acquisition Corp
info@apogeeacquisitioncorp.com
(202) 854-0515

 

 

 

 

Exhibit 99.2 

 

Apogee Acquisition Corp Announces Closing of $172.5 Million Initial Public Offering

 

Cheyenne, WY, April 08, 2026 (GLOBE NEWSWIRE) -- Apogee Acquisition Corp (the “Company”), a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, announced the closing of its initial public offering of 17,250,000 units at a price of $10.00 per unit on April 8, 2026, which included the full exercise by the underwriters of their overallotment option to purchase an additional 2,250,000 units. Total gross proceeds from the offering were $172,500,000 before deducting underwriting discounts and commissions and other offering expenses payable by the Company.

 

The units began trading on The Nasdaq Global Market (“Nasdaq”) under the ticker symbol “AACPU” on April 7, 2026. Each unit consists of one Class A ordinary share of the Company, one redeemable public warrant and one right to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of an initial business combination. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share of the Company at a price of $11.50 per share. Once the securities comprising the units begin separate trading, the Class A ordinary shares, warrants and rights are expected to be listed on Nasdaq under the symbols “AACP,”“AACPW,” and “AACPR,” respectively.

 

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.
  
ARC Group Securities LLC acted as sole book-running manager and Clear Street LLC acted as co-manager for the offering. The offering was made only by means of a prospectus. Copies of the prospectus relating to the offering may be obtained from ARC Group Securities LLC, 398 S Mill Ave, Suite 201B, Tempe, AZ 85281, by email at operations@arc-securities.com.

 

A registration statement relating to the securities 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 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,” including with respect to the anticipated use of the net proceeds from the offering. No assurance can be given that the net proceeds of the offering will be used as indicated, or that the Company will ultimately complete a business combination transaction. Forward-looking statements are subject to numerous conditions, 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 offering filed with the U.S. Securities and Exchange Commission (the “SEC”). 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.

 

Contact

 

Jeffrey Smith, JD, LLM
President, CEO & Chairman
Apogee Acquisition Corp
info@apogeeacquisitioncorp.com
(202) 854-0515

 

 

FAQ

What did Apogee Acquisition Corp (AACPU) raise in its SPAC IPO?

Apogee Acquisition Corp raised gross proceeds of $172,500,000 by selling 17,250,000 units at $10.00 each. This total includes the full exercise of the underwriters’ over-allotment option to purchase an additional 2,250,000 units at the same price.

What securities are included in Apogee Acquisition Corp’s AACPU units?

Each AACPU unit includes one Class A ordinary share, one redeemable warrant exercisable at $11.50 per share, and one right to receive one-fifth of a Class A share upon completion of an initial business combination, giving investors multiple ways to participate.

How much of Apogee Acquisition Corp’s IPO proceeds went into the SPAC trust account?

Apogee placed $173,362,500, or $10.05 per unit, into a dedicated trust account for public shareholders. These funds remain there until a business combination is completed or the SPAC is liquidated under the conditions described in its governing documents.

When must Apogee Acquisition Corp complete a business combination?

Apogee must complete an initial business combination by July 8, 2027, the end of its defined Completion Window. If it does not, public shareholders are entitled to redeem their Class A shares as described in the company’s amended and restated memorandum and articles of association.

What private placement did Apogee Acquisition Corp conduct alongside its IPO?

Simultaneously with the IPO closing, Apogee sold 470,000 Private Placement Units to its sponsor at $10.00 per unit, generating $4,700,000. These units mirror public units but are non-redeemable, subject to transfer restrictions, and carry registration rights for the underlying securities.

What share capital does Apogee Acquisition Corp’s amended articles authorize?

The amended and restated memorandum and articles authorize up to 200,000,000 Class A ordinary shares, 20,000,000 Class B ordinary shares, and 1,000,000 preference shares, each with a par value of $0.0001, providing flexibility for future equity issuance and SPAC structuring.

Filing Exhibits & Attachments

16 documents