- Apogee Acquisition Corp consummated its IPO on April 8, 2026, selling 17,250,000 units (including full exercise of the 2,250,000-unit over-allotment) at $10.00 per unit for $172.5 million in gross proceeds, plus a simultaneous private placement of 470,000 units to the Sponsor for $4.7 million; $173,362,500 ($10.05 per unit) was deposited into the Trust Account and total transaction costs were $8,972,198. As of June 30, 2026 the Trust held $174,798,579 and the company held $390,951 in operating cash with working capital of $493,413.
- On March 31, 2026, the Sponsor surrendered 3,833,333 Class B founder shares for no consideration, reducing outstanding Class B shares from 9,583,333 to 5,750,000; because the underwriter fully exercised the over-allotment option, none of the 750,000 conditionally forfeitable shares were forfeited. The Sponsor, two independent director nominees, and the COO collectively hold the remaining founder shares, with an estimated fair value of $494,000 as of the IPO closing date to be expensed when a business combination becomes probable.
- On May 28, 2026 the company entered a 90-day capital markets advisory agreement with ARC Group Securities LLC (the IPO underwriter's representative) for a $120,000 fee, with an additional 4% transaction fee on any pre-combination private placement and a 12-month right of first refusal to act as lead placement agent for such a transaction; no subsequent events requiring disclosure were identified through August 20, 2026.
- Management identified material weaknesses in internal control over financial reporting as of June 30, 2026, relating to the review of accrued liabilities and to a related-party transaction (LawVisory PLLC, the CEO's law firm) that was not disclosed in the financial-statement notes; the company stated disclosure controls and procedures were not effective. The company also noted going-concern substantial doubt, with a 15-month window (through July 8, 2027) to complete a Business Combination before mandatory liquidation, and no approved plan to extend that deadline.
- The company, which had no operations or revenue-generating activities during the quarter, stated its search focus is on target companies in advanced-technology sectors spanning software, hardware, compute infrastructure, engineered materials, intelligent systems, automation, specialized components, and energy/power technologies in both physical and digital domains; no specific target or definitive agreement had been identified as of June 30, 2026.
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- Apogee Acquisition Corp, a Cayman Islands blank check company incorporated November 11, 2025, had no operations or revenues during Q1 2026; all activity related to formation and IPO preparation. The company reported a net loss of $55,000 (formation and operating expenses), zero cash, and a working capital deficit of $465,256 as of March 31, 2026, with deferred offering costs rising to $396,380 and accrued offering costs to $328,724 as IPO costs accumulated.
- On March 31, 2026, the Sponsor surrendered 3,833,333 Class B founder shares for no consideration, reducing outstanding founder shares from 9,583,333 to 5,750,000. In February 2026, the Sponsor transferred 50,000 founder shares to each of two independent director nominees and 80,000 to the COO (estimated fair value $494,000 at IPO close) in connection with public-company service obligations.
- The company entered into a Brio Financial Group agreement (effective November 19, 2025) for financial, accounting, and CFO services at $6,000/month plus filing fees, and a monthly $10,000 administrative services agreement with the Sponsor or an affiliate for office space and secretarial support through the earlier of a Business Combination or liquidation.
- Subsequent to quarter-end, the company consummated its IPO on April 8, 2026, selling 17,250,000 units at $10.00 (including full exercise of the 2,250,000-unit over-allotment) for $172.5M in gross proceeds, with ARC Group Securities LLC as sole book-running manager. Simultaneously, the Sponsor purchased 470,000 Private Placement Units for $4.7M. Total transaction costs were $8,972,198, and $173,362,500 ($10.05 per unit) was deposited in the Trust Account. No founder shares were forfeited due to full over-allotment exercise.
- The company stated it will focus its Business Combination search on companies developing, integrating, or enabling advanced technologies across physical and digital domains, including software, hardware, compute infrastructure, engineered materials, intelligent systems, automation, specialized components, and energy and power technologies. The company has 15 months from IPO closing (i.e., through approximately July 2027) to complete a Business Combination, after which it will liquidate and redeem Public Shares.
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