| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, $0.0001 par value |
| (b) | Name of Issuer:
Apogee Acquisition Corp |
| (c) | Address of Issuer's Principal Executive Offices:
2106 House Ave, Suite 375, Cheyenne,
WYOMING
, 82001. |
| Item 2. | Identity and Background |
|
| (a) | This statement is filed by: (i) the Sponsor, which is the holder of record of approximately 25.4% of the issued and outstanding ordinary shares (23,470,000) based on the number of Class A ordinary shares (17,720,000) and Class B ordinary shares (5,750,000) outstanding as of April 8, 2026, as reported by the Issuer in its Current Report on Form 8-K, filed by the Issuer with the Securities and Exchange Commission (the "SEC") on April 14, 2026; and (ii) Mr. Jeffrey Smith, who is the managing member of the Sponsor. Therefore, Mr. Smith may be deemed to beneficially own the 470,000 Class A ordinary shares and 5,490,000 Class B ordinary shares, and ultimately exercise voting and dispositive power over the Class A ordinary shares and Class B ordinary shares held by the Sponsor. All disclosures herein with respect to any Reporting Person are made only by such Reporting Person. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. |
| (b) | The address of the principal business and principal office of each of the Sponsor and Mr. Smith is 2106 House Ave, Suite 375, Cheyenne, Wyoming 82001. |
| (c) | The Sponsor's principal business is to act as the Issuer's sponsor. |
| (d) | None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | None of the Reporting Persons has, during the last five years, been a party to civil proceeding of a judicial administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | The Sponsor is a Delaware limited liability company. Mr. Smith is a United States citizen. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | The aggregate purchase price for the ordinary shares currently beneficially owned by the Reporting Persons was approximately $4,716,490. The source of these funds was the working capital of the Sponsor. |
| Item 4. | Purpose of Transaction |
| | On November 20, 2025, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain of the Issuer's offering costs in exchange for 9,583,333 Class B ordinary shares (the "Founder Shares"), pursuant to the Founder Shares Subscription Agreement dated as of November 20, 2025 between the Sponsor and the Issuer (the "Founder Share Purchase Agreement"). In February 2026, the Sponsor transferred an aggregate of 280,000 Founder Shares to the Issuer's independent directors and Chief Operating Officer at a purchase price of approximately $0.003 per share. On March 31, 2026, the Sponsor surrendered, for no consideration, 3,833,333 Founder Shares. On March 31, 2026, the Issuer's Chief Operating Officer transferred 20,000 Founder Shares to the Sponsor at a purchase price of approximately $0.004 per share. As a result, the Sponsor holds 5,490,000 Founder Shares. On April 8, 2026, the Issuer consummated its initial public offering ("IPO") and in connection with the consummation, the Sponsor purchased an aggregate of 470,000 private placement units for an aggregate purchase price of $4,700,000. Each unit purchased was comprised of one Class A ordinary share of the Issuer, one redeemable warrant, and one right to receive one-fifth (1/5) of a Class A ordinary share upon the consummation of an initial business combination (as described more fully in the Issuer's final prospectus dated April 6, 2026). The reporting persons made the acquisitions reported in this Schedule 13D in support of the Issuer's business plan and for investment purposes. The reporting persons may acquire or dispose of additional securities or sell securities of the Issuer from time to time in the market or in private transactions, including as a result of ownership of the warrants and rights referred to above. However, reporting persons do not have any other agreements to acquire additional ordinary shares at this time. As Chief Executive Officer of the Issuer, Mr. Smith is involved in making material business decisions regarding the Issuer's policies and practices and may be involved in the consideration of various proposals considered by the Issuer's board of directors. Additionally, as the Issuer's business plan is to enter into a business combination, Mr. Smith, as Chief Executive Officer of the Issuer, is actively involved in pursuing a suitable target for the Issuer's business combination and will be actively involved in effecting any such business combination if the Issuer's business plan is successful, which may also result in a change in the Issuer's board of directors, corporate structure or charter.
As of the date of this Schedule 13D, except as set forth in this Schedule 13D above, the reporting persons do not have any plans or proposals which would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of the board of directors or management of the Issuer; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those actions enumerated above. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The aggregate number and percentage of ordinary shares beneficially owned by the Reporting Persons (on the basis of a total of 23,470,000 ordinary shares, including 17,250,000 Class A ordinary shares and 5,750,000 Class B ordinary shares outstanding as of April 8, 2026, as reported by the Issuer in its Current Report on Form 8-K, filed by the Issuer with the SEC on April 14, 2026) are as follows:
Sponsor - Amount beneficially owned: 5,960,000 and Percentage: 25.4%; and
Jeffrey Smith - Amount beneficially owned: 5,960,000 and Percentage: 25.4%. |
| (b) | The aggregate number and percentage of ordinary shares beneficially owned by the Reporting Persons (on the basis of a total of 23,470,000 ordinary shares, including 17,250,000 Class A ordinary shares and 5,750,000 Class B ordinary shares outstanding as of April 8, 2026, as reported by the Issuer in its Current Report on Form 8-K, filed by the Issuer with the SEC on April 14, 2026) are as follows:
Sponsor
Number of shares to which the Reporting Person has:
i. Sole power to vote or to direct the vote: 5,960,000,
ii. Shared power to vote or to direct the vote: 0,
iii. Sole power to dispose or to direct the disposition of: 5,960,000, and
iv. Shared power to dispose or to direct the disposition of: 0;
Jeffrey Smith
Number of shares to which the Reporting Person has:
i. Sole power to vote or to direct the vote: 0,
ii. Shared power to vote or to direct the vote: 5,960,000,
iii. Sole power to dispose or to direct the disposition of: 0,
iv. Shared power to dispose or to direct the disposition of: 5,960,000.
Mr. Smith is the managing member of the Sponsor. Therefore Mr. Smith may be deemed to beneficially own the 470,000 Class A ordinary shares and 5,490,000 Class B ordinary shares, and ultimately exercise voting and dispositive power over the Class A ordinary shares and Class B ordinary shares held by the Sponsor. Mr. Smith disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
| (c) | None of the Reporting Persons has effected any transactions of ordinary shares during the 60 days preceding the date of this report, except as described in Item 4 and Item 6 of this Schedule 13D, which information is incorporated herein by reference. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Sponsor is party to a Private Placement Unit Purchase Agreement, dated April 6, 2026, by and between the Issuer and Sponsor ("Private Units Purchase Agreement"); a Registration Rights Agreement, dated April 6, 2026, by and among the Issuer and certain other parties thereto ("Registration Rights Agreement"); and a Letter Agreement, dated April 6, 2026, by and among the Issuer, the Sponsor and certain other parties thereto ("Insider Letter ").
Pursuant to the Private Units Purchase Agreement, Sponsor purchased 470,000 private placement units ("Placement Units") simultaneously with the consummation of the IPO. The Placement Units and the securities underlying such Placement Units are subject to a lock up provision in the Private Units Purchase Agreement, which provides that such securities shall not be transferable, saleable or assignable until 30 days after the consummation of the Issuer's initial business combination, subject to certain limited exceptions as described in the Insider Letter. The description of the Private Placement Units Purchase Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.4 to the Current Report on Form 8-K filed by the Issuer with the SEC on April 10, 2026 (and is incorporated by reference herein as Exhibit 10.1).
Pursuant to the Registration Rights Agreement, the initial shareholders, including Sponsor, and the other parties thereto are entitled to registration rights with respect to certain securities of the Issuer held by them. The holders of a majority of these securities are entitled to make up to three demands, excluding short form demands, that the Issuer register such securities. In addition, the holders have certain piggy-back registration rights with respect to registration statements filed subsequent to consummation of the Issuer's Business Combination. The Issuer will bear the expenses incurred in connection with the filing of any such registration statements. The description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer with the SEC on April 10, 2026 (and is incorporated by reference herein as Exhibit 10.2).
Pursuant to the Insider Letter, Sponsor agreed, among other things, to vote all ordinary shares owned by it, subject to applicable securities laws, in favor of a proposed Business Combination, not to sell or transfer any securities of the Issuer, subject to certain exceptions, until certain periods of time set forth in the Insider Letter and that it would not seek redemption rights with respect to any ordinary shares held by it. The description of the Insider Letter is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on April 10, 2026 (and is incorporated by reference herein as Exhibit 10.3). |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 10.1 - Securities Subscription Agreement, dated as of April 6, 2026, by and between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 initially filed by the Issuer with the SEC on March 6, 2026).https://www.sec.gov/Archives/edgar/data/2102123/000121390026024714/ea026950902_ex10-2.htm
Exhibit 10.2 - Private Placement Units Purchase Agreement, dated as of April 6, 2026, by and between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Issuer with the SEC on April 10, 2026).https://www.sec.gov/Archives/edgar/data/2102123/000121390026042549/ea028578101ex10-4.htm
Exhibit 10.3 - Letter Agreement, dated as of April 6, 2026, by and among the Issuer, the Sponsor and the Issuer's officers and directors (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on April 10, 2026).https://www.sec.gov/Archives/edgar/data/2102123/000121390026042549/ea028578101ex10-1.htm
Exhibit 10.4 - Registration Rights Agreement, dated as of April 6, 2026, by and among the Issuer, the Sponsor and other security holders (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer with the SEC on April 10, 2026).https://www.sec.gov/Archives/edgar/data/2102123/000121390026042549/ea028578101ex10-3.htm
Exhibit - 99.1 - Joint Filing Agreement, April 15, 2026, by and among the Reporting Persons. |
