Apogee Acquisition Corp 8-K

What Happened
Apogee Acquisition Corp announced that its Form S-1 was declared effective on April 6, 2026 and that it closed its initial public offering on April 8, 2026, selling 17,250,000 units at $10.00 per unit for gross proceeds of $172,500,000 (including full exercise of the underwriters’ over‑allotment). Each Unit consists of one Class A ordinary share, one warrant (exercise price $11.50, subject to adjustment) and one right (each right equals one‑fifth of a Class A share upon completion of an initial business combination). Simultaneously, the company completed a private placement of 470,000 units to its sponsor for $4,700,000.

Key Details

• IPO size: 17,250,000 units at $10.00 each → $172,500,000 gross proceeds (over‑allotment fully exercised).
• Sponsor private placement: 470,000 units at $10.00 each → $4,700,000; these units are non‑redeemable, largely nontransferable pre‑combination, and have registration rights.
• Trust account: $173,362,500 (approximately $10.05 per Unit) of net proceeds from the Offering and Private Placement placed in a trust for public shareholders; interest may be released for taxes only.
• Corporate actions: Amended & restated memorandum and articles filed (authorizes up to 200,000,000 Class A shares, 20,000,000 Class B shares and 1,000,000 preference shares); four directors appointed effective April 6, 2026: Anna Brunelle, David Quiram, Sagiv Shiv and Christopher Valentine.

Why It Matters
This filing confirms Apogee is now a publicly listed SPAC with cash secured in a trust to fund a future business combination. Retail investors should note the timeline: public shares may be redeemed if the company has not completed an initial business combination by July 8, 2027 (or an earlier date approved by the board or shareholders). Units include warrants (exercise price $11.50) and rights that can affect potential dilution and future economics if a merger is completed. The sponsor’s private placement units are restricted and non‑redeemable before combination, which is typical for SPAC sponsors and affects sponsor alignment and post‑deal ownership.