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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):
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.
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.
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). |
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
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