AACP SEC filings, in plain English
Everything Apogee Acquisition has filed with the SEC that we hold — 39 filings, newest first, 37 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Form 10-Q (Quarterly Report). This is Apogee Acquisition Corp's Q2 2026 Form 10-Q covering the period ended June 30, 2026. Why it matters: For redemption-calendar watchers, the $10.13 per-share trust floor confirms current investor equity cushion, while the explicit lack of an extension plan reinforces hard timeline pressure through mid-2027. The sponsor's substantial founder share surrender reduces future public shareholder dilution in any eventual deal and signals sponsor alignment, though it may also reflect post-IPO capital normalization. The material weakness disclosure requires heightened scrutiny of reported financials until remediation.
What changed vs 2026-05-15going concern APPEAREDgoing-concern doubt, trust account, combination deadline +11 moved · 3 with no prior record of ours
- Going-concern doubt
- not statedstated
- Trust account
- not previously extracted$173.4M
- Combination deadline
- not previously extracted2027-07-08
- Mandate language
- focus its search on companies developing, integrating, or en… · unchanged
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“the Company. Management has determined that the timing of liquidation raises substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of these unaudited condensed”…
The clause …“Operating Activities ( 470,520 ) Cash Flows From Investing Activities: Cash deposited into Trust account ( 173,362,500 ) Net Cash Used in Investing Activities ( 173,362,500 ) Cash Flow From Investing Activities: Proceeds from Initial”…
The clause …“2027 if we do not complete a Business Combination within that timeframe. If a Business Combination is not consummated by July 8, 2027, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Routine compliance exhibit filing a Schedule 13G beneficial ownership report. The filing attributes AACP shareholdings solely to Polar Asset Management Partners Inc. It contains no amendments to the stated trust value of $10.13 per share, the July 8, 2027 liquidation deadline, redemption mechanics, extension provisions, or sponsor conduct. Why it matters: As a standard SEC portfolio disclosure, it tracks institutional position updates without conveying acquisition targets, transaction milestones, or changes to the trust fund structure. Participants monitoring conversion rights or capital event triggers should treat this as a routine reporting update rather than a catalyst for deal execution or shareholder liquidity events.
What changed: According to the submission header, this document is a Schedule 13G beneficial ownership report filed on behalf of Aristeia Capital, L.L.C. Per the filing text, the document records a beneficial ownership disclosure for AACP without providing share quantities, transaction dates, or percentage thresholds. The submission contains no numerical figures beyond the SEC docket number [0001172661-26-003542], so according to the record, there is no reported change in holdings, redemption exposure, trust balance mechanics, or sponsor conduct. Why it matters: Because the filing states that Aristeia Capital, L.L.C. triggered a 13G obligation, investors know an institutional threshold has been crossed, but since the document itself supplies no share counts, purchase prices, or purpose declarations, according to the record the filing does not currently signal active pursuit of a business combination, affect extension voting dynamics, or alter liquidity parameters. Without disclosed figures in the submission, the filing cannot be used to assess redemption yields, trust depletion rates, or deal financing status.
What changed: Joint Filing Agreement (Exhibit A) attached to a Schedule 13G/A amendment reporting beneficial ownership of Apogee Acquisition Corp. The filing discloses no amendments to redemption parameters, trust account distributions, extension proposals, target acquisition status, or sponsor conduct. It merely executes a joint filing arrangement under Rule 13d-1(k) between Harraden Circle Investments, LLC and Frederick V. Fortmiller, Jr., dated August 14, 2026, appointing Mr. Fortmiller as the signing managing member. Why it matters: For capital markets participants tracking the SEARCHING phase, this is a procedural compliance exhibit that consolidates reporting duties between the fund and its principal. It confirms coordinated monitoring of the equity position but introduces no shifts to the redemption calendar, trust mechanics, or strategic timeline. No commercial metrics, partnership announcements, litigation developments, or personnel changes are referenced in the text.
What changed: A Form 12b-25 Notification of Late Filing seeking Rule 12b-25(b) relief for the delayed Quarterly Report on Form 10-Q for the period ended June 30, 2026. Per the filing, the registrant states it was unable, without unreasonable effort and expense, to prepare its accounting records and schedules in time for the independent registered public accounting firm to complete its review. Ian Rhodes, Chief Financial Officer, confirmed on August 14, 2026, that the Form 10-Q and unaudited financial statements will be filed within the five-calendar-day extension period following the prescribed due date. Why it matters: For investors tracking redemption calendars, trust value, extensions, deal progress, and sponsor conduct, this is a regulatory compliance notice rather than a transactional or capital event. The document does not reference the $10.05 trust per share or the July 8, 2027 deadline, as neither appears in the text, and it does not trigger any automatic redemption suspension or business combination extension mechanism.
What changed: Schedule 13G — beneficial ownership report. The filing identifies Highbridge Capital Management, LLC as the reporting holder. The excerpt contains no data regarding redemption mechanics, trust account status, extension procedures, target acquisition progress, or sponsor conduct. It includes no statements regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Why it matters: As a routine compliance exhibit triggered by statutory ownership thresholds, this Schedule 13G updates the public record of institutional shareholding but provides no quantifiable metrics for trust distributions, redemption pricing, or deal timelines. Without disclosed percentages, amendment dates, or transaction details, the filing does not indicate imminent liquidity events or governance shifts. Subsequent SEC filings will determine whether Highbridge Capital Management, LLC’s stake crosses additional reporting thresholds or influences future trustee or sponsor directives.
What changed: Routine compliance exhibit: a Schedule 13G joint filing agreement filed pursuant to Section 13(d) of the Securities Exchange Act of 1934 and Rule 13d-1(k). Mechanics impact: Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman jointly registered their beneficial ownership of Apogee Acquisition Corp. shares as of June 30, 2026, with the agreement executed on August 13, 2026 by Attorney-in-Fact Hayley Stein. The filing contains no share counts, acquisition or disposition dates, percentage thresholds, or explicit statements regarding shareholder redemption behavior, trust account liquidity, extension voting intent, target pipeline development, or sponsor fiduciary conduct. It functions solely as a static regulatory snapshot under previsions of Rule 13d-1(k). Why it matters: Other substance: The attached Exhibit 99.1 clarifies the authorized signatory chain among the four Magnetar-affiliated holders, designating Hayley Stein as Attorney-in-Fact for each entity. As stated by the undersigned filers, the report reflects holdings at the close of Q2 2026. Because the schedule lacks quantitative position data and transactional history, it delivers no predictive input for the July 8, 2027 business combination deadline, the prevailing $10.13 per-share trust balance, or near-term redemption windows. For investors monitoring the SEARCHING-status SPAC, the filing anchors a known institutional shareholder base but offers no actionable intelligence on deal momentum, sponsor alignment, or capital preservation efforts. Any shift in influence or intent would require a follow-up amendment disclosing numeric changes or purpose-of-investment updates.
What changed: Schedule 13G beneficial ownership report. The filing identifies Glazer Capital, LLC and Paul J. Glazer as reporting beneficial owners of AACP securities. It contains no share quantities, acquisition dates, or dollar amounts, and makes no reference to redemption windows, trust account balances, extension procedures, target deal progress, or sponsor conduct. Why it matters: As a routine regulatory disclosure, the Schedule 13G formally records that these parties hold a stake triggering SEC transparency requirements. Monitoring which firms and individuals register beneficial ownership during Apogee Acquisition’s search phase allows investors to track concentration of voting weight and anticipate which shareholders may later influence extension approvals, redemption elections, or a business combination vote, though the excerpt does not disclose strategic intent, capital commitments, or partnership arrangements.
What changed: routine compliance exhibit / beneficial ownership report (Schedule 13G). KARPUS MANAGEMENT, INC. filed the submission to disclose institutional beneficial ownership. The filing text contains no provisions, notices, or disclosures regarding redemption deadlines, trust account values, extension votes, target identification progress, or sponsor conduct. Why it matters: Schedule 13G filings are standardized regulatory disclosures triggered when beneficial ownership crosses specified thresholds; they serve solely to inform the Commission of equity positions and carry no operative effect on a SPAC's liquidation timeline, trust preservation, merger search, or management accountability. Investors monitoring redemption windows, trust distributions, or sponsor actions will find no material shift in this report.
What changed: A Form 8-K current report filed on May 22, 2026. The filing and attached press release announce that beginning May 28, 2026, holders of the company’s initial public offering units may elect to separately trade the underlying Class A ordinary shares, warrants, and rights. Each unit consists of one Class A ordinary share with a par value of $0.0001 per share, one redeemable warrant exercisable at an exercise price of $11.50 per share, and one right entitling the holder to acquire one-fifth (1/5) of one Class A ordinary share upon completion of an initial business combination. Separated shares, warrants, and rights will trade on Nasdaq under the symbols AACP, AACPW, and AACPR, respectively, while unseparated units continue under AACPU. The company directed shareholders to have their brokers contact Efficiency INC., the designated transfer agent, to facilitate the separation. Why it matters: This event modifies the post-IPO capital structure and trading mechanics without changing the trust account balance, redemption timeline, or the company’s search status. The press release attributes to management a strategic focus on acquiring companies in software, hardware, compute infrastructure, engineered materials, intelligent systems, automation, specialized components, energy and power technologies, and other technology-driven platforms. Chief Executive Officer Jeffrey Smith, JD, LLM, executed the report. The filing discloses no updates on target identification, deal negotiations, extension mechanisms, sponsor contributions, or redemption thresholds.
What changed: a routine compliance exhibit. According to management disclosures in the filing, the substantive update concerns subsequent events finalized after the March 31, 2026 reporting period. The company confirmed that on April 8, 2026, it consummated its Initial Public Offering of 17,250,000 units at $10.00 per unit, yielding $172,500,000 in public proceeds. Alongside a simultaneous private sale to the Sponsor for 470,000 units at $10.00 per unit totaling $4,700,000, the underwriters fully exercised their 45-day over-allotment option for 2,250,000 units. Accordingly, $173,362,500 ($10.05 per unit) was deposited into the Trust Account. Furthermore, on March 31, 2026, the Sponsor surrendered 3,833,333 founder shares, resulting in 5,490,000 founder shares remaining outstanding, with 50,000 allocated to each independent director nominee and 60,000 to the Chief Operating Officer. Why it matters: These subsequent transactions formally activate the statutory search timeline, initiating the 15-month Combination Period from the April 8, 2026 closing date and fixing the liquidation expiration to approximately July 8, 2027. The $10.05 per-unit Trust valuation establishes the definitive, non-negotiable redemption floor for public shareholders, superseding any pre-offering estimates. The Sponsor's voluntary surrender of 3,833,333 founder shares dramatically curtails potential post-merger dilution and signals heightened capital alignment. Meanwhile, the disclosed $55,000 in quarterly formation expenses quantifies the baseline operational burn rate during the pre-acquisition due diligence phase.
What changed: Joint Filing Agreement (Exhibit 99.1) to a Schedule 13D, executed April 15, 2026, by Apogee Acquisition Sponsor LLC through Managing Member Jeffrey Smith, authorizing coordinated regulatory submission under Rule 13d-1(k) for Apogee Acquisition Corp. ordinary shares ($0.0001 par value). This exhibit contains no share counts, purchase prices, ownership percentages, tender instructions, or extension requests. Consequently, the SPAC’s trust valuation remains at $10.13 per share, the initial business combination deadline remains July 8, 2027, and the entity maintains SEARCHING status. The document does not alter redemption windows, liquidation triggers, or deal timelines. Its only operative change is establishing that each reporting party accepts sole responsibility for the accuracy and completeness of their own information within the joint Schedule 13D filing, with no shared liability for co-reporters’ data unless actual knowledge of inaccuracy exists. Why it matters: Investors tracking sponsor conduct should recognize that Apogee Acquisition Sponsor LLC has entered a joint disclosure arrangement with the signing date of April 15, 2026, signaling potential multi-entity coordination as the July 8, 2027 deadline approaches. Because the accompanying Schedule 13D statement disclosing actual stake size, acquisition cost, and stated purpose is omitted from this extract, the filing provides no actionable signal regarding tender pressure, activist positioning, or merger negotiations. The absence of claimed customers, revenue figures, market sizing, strategic roadmap, technology assets, partnership contracts, litigation posture, or personnel appointments means the document contributes zero operational or financial substance. Continued monitoring of subsequent 13D amendments will be required to determine whether the sponsor is accumulating shares for a pending de-SPAC, managing internal holding structures, or preparing a formal solicitation prior to the July 2027 cutoff.
What changed: A routine compliance exhibit and regulatory filing — specifically a Schedule 13G beneficial ownership report accompanied by Exhibit 99.A, a Joint Filing Agreement executed pursuant to Rule 13d-1(k). According to the exhibit dated April 14, 2026, the listed Harraden Circle investment vehicles and Frederick V. Fortmiller, Jr. formally agreed to consolidate their beneficial ownership disclosures in Apogee Acquisition Corp onto a single shared Schedule 13G. The filing explicitly states that any future amendments, including those filed on Schedule 13D, will be submitted on behalf of each signatory through this joint arrangement. No alterations to acquisition objectives, sponsor governance, redemption mechanics, trust accounting, or the business combination timeline are disclosed or triggered by this submission. Why it matters: The joint filing agreement centralizes reporting obligations and signals that voting directives, redemption decisions, and any subsequent equity transactions for these affiliated vehicles are coordinated under Mr. Fortmiller’s Managing Member authority. For investors tracking the redemption calendar and blockholder alignment, this confirms a unified institutional position rather than fragmented independent holders, though the document contains no operational claims regarding customer concentrations, revenue, market size, strategic pivot, technology, partnerships, or litigation. Because the exhibit serves exclusively as an administrative aggregation of existing holdings and a procedural acknowledgment of joint rule compliance, it does not shift trust distribution parameters, propose an extension, indicate target engagement, or modify sponsor conduct expectations.
What changed: Form 8-K Current Report announcing the consummation of an initial public offering and attaching an audited balance sheet as Exhibit 99.1. According to Item 8.01, Apogee Acquisition Corp consummated its IPO on April 8, 2026, selling 17,250,000 units at $10.00 per unit, which includes the full exercise of the underwriters' 2,250,000-unit over-allotment option. Simultaneously, the company completed a private placement of 470,000 units to Apogee Acquisition Sponsor LLC for $4,700,000. The filing states that $173,362,500 ($10.05 per Unit) of net proceeds, including $6,000,000 in deferred underwriting commissions, was placed into a trust account managed by Efficiency INC. Note 1 specifies a 15-month Combination Period, establishing a fixed liquidation deadline of July 8, 2027, absent a shareholder-approved extension. The attached audited balance sheet confirms $173,362,500 in cash held in trust and $738,926 in unrestricted operating cash. Why it matters: This filing establishes a definitive trust value of $10.05 per public share, immediately resetting investor redemption baselines above the industry standard $10.00 benchmark and dictating the maximum liquidation payout. The confirmed full over-allotment exercise eliminates any over-allotment-related forfeiture risk for the sponsor's founder shares and caps the public float at 17,250,000 shares. The explicit 15-month timeline locks the redemption deadline to July 8, 2027, forcing investors to monitor extension proposals closely. Furthermore, the disclosure of $8,972,198 in total transaction costs, a $6,000,000 deferred underwriting liability, and a $10,000 monthly sponsor administrative fee alongside a $6,000 monthly outsourced CFO arrangement outlines the structural cost drag and sponsor compensation mechanics that must be funded before a business combination closes.
What changed: Form 8-K Current Report confirming IPO consummation and attaching related definitive offering agreements. According to the filed 8-K and press releases dated April 6 and April 8, 2026, Apogee Acquisition closed its IPO on April 8, 2026, issuing 17,250,000 units at $10.00 per unit after the underwriters fully exercised their over-allotment option. Gross proceeds reached $172,500,000, with $173,362,500 ($10.05 per Unit) deposited into the trust account. The firm liquidation deadline is set for July 8, 2027. Simultaneously, the sponsor purchased 470,000 private placement units for $4,700,000. The registrant states that new directors Anna Brunelle, David Quiram, Sagiv Shiv, and Christopher Valentine joined CEO and Chairman Jeffrey Smith. Company representatives explicitly note it has not selected any specific target business or engaged in substantive discussions regarding a potential transaction. Why it matters: This filing locks the foundational trust balance, public share count, and deadline timeline that dictate redemption economics for public investors. The disclosed $173,362,500 trust deposit ($10.05 per Unit) establishes the baseline cash reserve available for shareholder redemptions absent a merger by July 8, 2027. Confirming full over-allotment exercise expands the public float and triggers the agreed-upon Founder Share forfeiture mechanics to preserve the 25% sponsor economic stake. Disclosed monthly cash drains—a $10,000 administrative fee payable to the sponsor and a $6,000 Chief Financial Officer fee payable to Brio Financial Group—clarify pre-combination operating expenses outside the trust, directly influencing the interest accumulation trajectory. Contractual waivers by the sponsor and directors relinquishing any claim to the trust account, paired with standard lock-up restrictions and binding proxy/voting commitments, materially align insider incentives with public shareholder returns during the active search phase.
What changed: This document is an SEC Form 4 insider ownership report submitted to record changes in beneficial holding for Apogee Acquisition Corp. Per the filing, APOGEE ACQUISITION SPONSOR LLC and Jeffrey Andrew Smith (director, Chief Executive Officer, 10% owner) completed an open-market purchase of 470,000 shares on 2026-04-08, bringing their reported post-transaction holdings to 470,000 shares. While Apogee Acquisition remains in SEARCHING status with a trust value of $10.13 per share and a business combination deadline of 2027-07-08, this secondary market acquisition does not modify trust account mechanics, redemption calendar schedules, extension triggers, or deal progression timelines. Why it matters: The filing indicates that sponsor and executive accumulation in the open market increases promoter equity concentration outside the trust, signaling direct capital commitment aligned with public shareholders prior to any target announcement. According to the SEC submission, the document contains no additional substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel beyond the named officers and sponsor identity. All reported metrics—the 470,000 share quantity, the 2026-04-08 transaction date, the 2027-07-08 deadline, and the $10.13 trust value—are sourced directly from the Form 4 and the provided metadata. Investors tracking redemption deadlines, trust stability, extension requirements, or sponsor conduct should note the updated insider position, though operational and mechanical parameters remain static.
What changed: A Schedule 13G, identified in its own terms as a beneficial ownership report (SEC File Number 0001461790-26-000021), submitted jointly by The K2 Principal Fund, L.P., K2 Genpar 2017 Inc., SHAWN KIMEL INVESTMENTS, INC., and K2 & Associates Investment Management Inc. According to the provided filing text, the submission lists only the four reporting entities. It contains no subsequent disclosure paragraphs, meaning it discloses zero percentage of AACP shares held, no acquisition or disposal dates, no sources of funds, and no stated purpose for the transaction. Per the document, there is no reported change in voting power, investment intent, or beneficial ownership concentration. The filing makes no reference to the 2027-07-08 redemption deadline, the $10.13 trust per share, potential extension mechanisms, deal search advancement, or sponsor conduct. Why it matters: Per the SEC submission, the joint format indicates coordinated disclosure obligations among related vehicles and their affiliated management companies. For investors monitoring pre-combination capitalization and sponsor alignment, this aggregation signals possible internal coordination or shared advisory infrastructure ahead of the July 2027 deadline. However, because the excerpt omits all numerical thresholds, transaction timing, and strategic intent, the filing does not alter redemption mechanics, trust preservation expectations, or target acquisition timelines. Investors will require the remaining disclosure paragraphs—including statements of purpose, acquisition dates, and contractual interests—to determine whether these affiliates are accumulating shares in anticipation of a business combination, maintaining passive positions, or influencing sponsor behavior prior to the expiration window.
What changed: This document is a Rule 424(b)(4) prospectus for the initial public offering of 15,000,000 public units at $10.00 per unit by Apogee Acquisition Corp, a newly organized Cayman Islands exempted blank check company. This document is a Rule 424(b)(4) prospectus for the initial public offering of 15,000,000 public units at $10.00 per unit by Apogee Acquisition Corp, a newly organized Cayman Islands exempted blank check company. Regarding mechanics, the prospectus establishes an initial trust account balance of $10.05 per public share. Why it matters: This filing defines the complete economic framework, redemption mechanics, governance constraints, and sponsor incentive alignment for investors before trading begins. It confirms the $10.05 per-share trust funding mechanism and clarifies that public shareholders face no net tangible asset floor for redemptions, while imposing a 15% group-level cap outside tender offers.
What changed: A SEC Form 3 initial statement of beneficial ownership identifying Chief Operating Officer Watson Thomas Lloyd and explicitly reporting no non-derivative transactions or holdings. Zero mechanical change occurred. Per the 2026-04-06 submission [0001213900-26-040664], the COO recorded no equity acquisitions, dispositions, or derivatives. Consequently, the AACP trust share balance retains the stated $10.13 per share, the public shareholder redemption window remains open through the 2027-07-08 deadline, and the entity's classification stays SEARCHING without any disclosed sponsor funding, officer position shifts, or extension voting triggers. Why it matters: For investors monitoring redemption calendars, trust preservation, and sponsor conduct, this routine compliance exhibit functions as a procedural baseline rather than a directional signal. The explicit declaration of an empty holding slate indicates the COO has not altered public equity exposure or private placement commitments ahead of any announced business combination. The filing contains no forward-looking commentary, target pipeline details, customer backlogs, revenue estimates, market sizing assumptions, technology roadmaps, partnership term sheets, active litigation exposures, or executive compensation changes. Capital allocators should treat this as a neutral administrative marker until subsequent filings disclose merger negotiations, trust distribution mechanics, or concrete deadline amendments.
What changed: SEC Form 3 initial statement of beneficial ownership, classified as a routine compliance exhibit reporting director equity positions in Apogee Acquisition Corp. The filing states that reporting person Valentine Christopher Vaughn, identified as a director, has disclosed 'No non-derivative transactions or holdings.' According to the document, this confirms zero reported common stock or derivative positions for the reporting individual. Regarding SPAC mechanics, the filing does not adjust the trust account value of $10.13 per share, does not modify the business combination deadline of 2027-07-08, and provides no new information on target acquisition progress, extension intentions, or shareholder redemption activity. Why it matters: For investors tracking redemption thresholds, trust preservation, and sponsor conduct during the SEARCHING phase, the complete absence of reported director holdings offers no quantitative evidence of insider capital commitment or collateralization risk. As stated in the report, because the form lists zero balances, it does not indicate whether Mr. Vaughn intends to purchase shares at or below $10.13 to influence redemption outcomes, nor does it signal alignment with management’s timeline toward the 2027-07-08 deadline. Investors monitoring deal progress should note that the SEC filing functions as an administrative prerequisite under Section 16; without accompanying transaction data or tender notices, this document neither advances nor impedes valuation models, warrant exercises, or extension voting calculus.
What changed: SEC Form 3 — an insider ownership report. Director Anna S. Brunelle reported no non-derivative transactions or holdings. Consequently, insider share balances remained unchanged, producing no alteration to the $10.13 per-share trust reserve, signaling no new redemptions or cash outflows, leaving the 2027-07-08 combination deadline unaffected, and indicating no shift in director positioning during the SEARCHING phase. Why it matters: Per the Form 3 filing submitted by Ms. Brunelle, the document contains zero operational disclosures: there are no claims regarding customers, revenue, market size, business strategy, technology, partnerships, pending litigation, or executive personnel movements. For investors monitoring capital preservation, redemption windows, and sponsor conduct, this routine compliance exhibit establishes a static baseline for director equity behavior but delivers no substantive catalyst. Because it reports only administrative ownership status without underlying security activity, it carries no immediate weighting on redemption timelines or trust accounting, yet its explicit lack of insider accumulation or disposition remains a verifiable data point for tracking management alignment through the 2027 expiration.
What changed: A Form 3 — insider ownership report, which functions as a routine Securities and Exchange Commission compliance exhibit disclosing initial or subsequent equity positions by company insiders. According to the submission dated 2026-04-06 (SEC document ID 0001213900-26-040657), Chief Financial Officer Rhodes Ian Thomas reported no non-derivative transactions or holdings. Consequently, there are no adjustments to insider share balances, no derivative conversions, and no shifts in ownership concentration that would interact with the redemption deadline of 2027-07-08 or alter the documented trust/share value of $10.13. Why it matters: For investors monitoring redemption thresholds, trust maintenance, extension triggers, deal progression, and sponsor conduct, this zero-activity disclosure confirms continuous regulatory adherence by a senior finance officer while eliminating speculation regarding executive accumulation or divestiture. The absence of reported movements leaves the capital structure undisturbed as Apogee Acquisition remains in a SEARCHING phase, provides a transparent baseline for future insider activity, and offers substantive confirmation of stable governance documentation despite containing no revenue projections, customer metrics, technology claims, partnership announcements, or litigation developments.
What changed: SEC Form 3 – Initial Statement of Beneficial Ownership of Securities, a routine compliance exhibit filed to register insider equity positions under Section 16(a) of the Securities Exchange Act. Reporting Person Shiv Sagiv, identified as a director, filed the Form 3 and explicitly discloses no non-derivative transactions and no current non-derivative holdings. No mechanical parameters have shifted: there are no amendments to trust account distributions, shareholder redemption windows, liquidation deadline adjustments, or sponsor commitment modifications. Why it matters: The filing serves purely as a procedural registry confirmation. It contains no substantive assertions regarding target identification, valuation models, customer pipelines, revenue projections, market sizing, technology development, partnership structures, active litigation, or executive compensation changes. Because the director reported zero holdings and zero transactions, investors monitoring the SPAC’s SEARCHING status, prevailing trust-per-share valuations, or deal progression will find no operational or financial updates. The document neither accelerates nor stalls the acquisition timeline, and it conveys no signals regarding sponsor governance, working capital deployment, or extension negotiations.
What changed: SEC Form 3 — insider ownership report. The filing explicitly states that 'No non-derivative transactions or holdings reported' exist for APOGEE ACQUISITION SPONSOR LLC or director and Chief Executive Officer Jeffrey Andrew Smith. Consequently, sponsor equity positions, director share counts, and derivative exposures remain unchanged, leaving redemption calendar math, trust account liquidity mechanics, extension financing requirements, and deal-progression signals entirely unaffected. Beyond these mechanical constants, the document contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel beyond the disclosed corporate titles and ownership percentages. Why it matters: Investors monitoring the SEARCHING phase and the 2027-07-08 deadline should note that static insider positioning preserves existing sponsor alignment and removes sudden dilution or late-stage equity adjustments that could pressure trust value trajectories or extension vote dynamics. The zero-activity Form 3 establishes a routine Section 16 compliance baseline, confirming that the documented 10% sponsor owner and CEO maintain steady control thresholds without altering capital structure expectations ahead of a business combination decision.
What changed: A routine SEC Form 3 initial beneficial ownership report for a corporate director. No mechanical variables shift. The filing explicitly records zero non-derivative transactions or initial holdings for Director David Joel Quiram, meaning there is no update to founder or insider share tallies, no adjustment to trust account composition, no impact on business combination deadlines, and no indication of shareholder redemption behavior or extension voting posture. Why it matters: Beyond administratively cataloging a director, the document contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or material personnel moves. As a self-reported regulatory declaration with an explicit notation of unreported equity, it functions solely as a compliance registry entry. For investors tracking the search phase, it offers zero visibility into sponsor capital commitment, alignment economics, or target pipeline velocity, and should be treated as standard paperwork rather than a strategic or financial indicator.
What changed: A routine compliance exhibit: Form 8-A for registration of certain classes of securities pursuant to Section 12(b) of the Securities Exchange Act of 1934. According to the filing, Apogee Acquisition Corp formally registered four security classes for trading on The Nasdaq Stock Market LLC: Units (each comprising one Class A ordinary share, one redeemable public warrant, and one right to acquire one-fifth (1/5) of one Class A ordinary share), Class A ordinary shares ($0.0001 par value), Warrants (exercisable at an exercise price of $11.50), and Rights. Why it matters: This filing confirms Nasdaq listing eligibility for securities already defined in the company’s IPO prospectus and does not alter the stated $10.05 trust value per share, the July 8, 2027 business combination deadline, or the SEARCHING status. It verifies that the warrant exercise price remains $11.50 and the rights conversion ratio stays at one-fifth (1/5) of a Class A ordinary share upon consummation of an initial business combination, without introducing new redemption triggers, pro-rata adjustments, or governance shifts.
What changed: This document is an SEC correspondence letter requesting acceleration of the effectiveness of Apogee Acquisition Corp’s Form S-1 registration statement (Registration No. 333-294102) for its initial public offering, submitted by lead underwriter ARC Group Securities LLC on behalf of the participating syndicate. The filing makes no alterations to the redemption calendar, trust share valuation, extension timeline, merger target selection, or sponsor conduct framework. It exclusively records Roger Salazar, Jr.’s authorization of an acceleration request to April 6, 2026 at 4:00 p.m. Why it matters: Although procedurally standard for an upcoming public offering, the acceleration request and referenced prospectus distribution steps confirm that the company, its outside counsel Greenberg Traurig P.A., and ARC Group Securities LLC are advancing the S-1 declaration timeline. This directly governs when the registration becomes active, how broadly the April 1, 2026 prospectus circulates ahead of roadshow and pricing activities, and ultimately when net proceeds from the offering will be deposited into the trust account to begin funding the entity’s SEARCHING mandate.
What changed: A routine SEC Rule 461 correspondence requesting acceleration of the effectiveness of the company’s Registration Statement on Form S-1 (File No. 333-294102). Nothing has shifted regarding the SPAC’s redemption calendar, trust account mechanics, extension posture, business combination progress, or sponsor governance. Chief Executive Officer Jeffrey Smith solely submits a procedural directive asking the Commission to move the prospectus effective date forward, specifying 4:00 p.m. on April 6, 2026 as the new target. Why it matters: This submission offers no actionable intelligence for investors monitoring cash preservation, deal velocity, or liquidation triggers. The acceleration filing confirms the SPAC remains operationally active and is clearing registration hurdles, but it introduces no new valuation anchors, does not modify the statutory window, and carries zero impact on shareholder redemption elections. Until a definitive agreement, pricing amendment, or trust distribution schedule accompanies the filing, the document remains administratively neutral.
What changed: Amendment No. 2 to Form S-1 Registration Statement under the Securities Act of 1933, serving as a preliminary prospectus for the initial public offering of up to 15,000,000 units (subject to a 45-day over-allotment option for up to 2,250,000 additional units) by Apogee Acquisition Corp., a Cayman Islands exempted blank check company. According to the filing, the trust account initially holds $10.05 per public share, totaling $150,750,000, or $173,362,500 if the underwriters fully exercise their over-allotment option. The registrant states it has a 15-month deadline from closing to complete an initial business combination, noting in Note 10 that the completion window was recently shortened from 18 months. The Company may seek shareholder approval to extend this period, during which public shareholders retain redemption rights at the trust account pro-rata value. Regarding deal progress, the filing states the Company “has not selected any specific business combination target” and that “efforts have been limited to organizational activities as well as activities related to this offering.” Concerning sponsor conduct, the Sponsor (Apogee Acquisition Sponsor LLC) purchased 5,750,000 Class B ordinary shares for $25,000 (~$0.003 per share) and committed to buying 470,000 private placement units for $4,700,000 simultaneously with the offering. In March 2026, the Sponsor surrendered 3,833,333 founder shares for no consideration and transferred portions to independent directors and the Chief Operating Officer. The Sponsor waives redemption rights for founder and private placement shares, maintains them subject to transfer restrictions, and indemnifies the trust account against third-party claims reducing it below $10.05 per share. Why it matters: The explicitly stated $10.05 per-share trust floor and the contracted 15-month search window define the baseline liquidity horizon and liquidation expectations for public investors ahead of a potential de-SPAC transaction. The sponsor’s nominal $0.003 acquisition cost for founder shares, combined with contractual anti-dilution conversion provisions guaranteeing founders represent 25% of outstanding shares post-offering, structurally aligns insider incentives to pursue any business combination regardless of whether public share returns fall below the initial trust amount. The recent amendment compressing the completion timeline from 18 months to 15 months intensifies execution pressure while preserving unconditional public redemption rights upon any charter extension, ensuring shareholders maintain downside protection. Finally, the restructuring of the offering units from a half-warrant arrangement to a single full warrant plus a 1/5 share right, alongside the explicit renunciation of corporate opportunities by officers and directors, fundamentally alters the post-listing capital structure and mitigates formal fiduciary friction between the sponsor-managed entity and the public shareholders.
What changed: A correspondence letter formally withdrawing a request to accelerate the effective date of Registration Statement on Form S-1 (File No. 333-294102) submitted to the Securities and Exchange Commission. ARC GROUP SECURITIES LLC, acting as representative for the underwriters, and the Company withdrew their joint request to declare the registration statement effective on Thursday, March 26, 2026, at 4:00 p.m. Eastern Time. This pauses the proposed public offering timeline. Why it matters: Withdrawing an acceleration request typically indicates that the issuer or underwriters are halting execution to revise offering terms, address regulatory feedback, or recalibrate to market conditions before pricing. For investors monitoring deal progress, the delay postpones capital formation and subsequent target acquisition without shifting the contractual expiration window of 2027-07-08 or changing the $10.05 per-share trust reserve.
What changed: A regulatory correspondence filing formally withdrawing a prior request to accelerate the effectiveness of the Company’s Form S-1 Registration Statement (File No. 333-294102). The Company has revoked its March 24, 2026 request to accelerate the registration statement’s effective date. This removes the expectation of an immediate SEC declaration of effectiveness, delaying trust account funding and the commencement of public trading. Why it matters: Deferring the acceleration timeline extends the pre-effectiveness period, keeping capital off the balance sheet and postponing investor redemption windows. This pacing decision reflects management’s preference under standard SEC review rather than expedited processing, altering the expected cadence of capital deployment without changing the long-dated liquidation cliff. No operational, financial, or strategic claims regarding customers, revenue, market size, technology, partnerships, or litigation appear in the text.
What changed: SEC correspondence (CORRESP) submitted by Apogee Acquisition Corp requesting acceleration of effectiveness for its Registration Statement on Form S-1 under Securities Act Rule 461. Chief Executive Officer Jeffrey Smith filed the correspondence to request that File No. 333-294102 become effective at 4:00 p.m. on March 26, 2026, or as soon thereafter as practicable. The filing text contains no statements regarding the trust account balance per share, the liquidation deadline, redemption triggers, extension votes, business combination progress, or sponsor conduct. Why it matters: Because the submission is strictly an administrative timing request under Rule 461, it does not modify investor rights, alter cash reserve structures, or disclose target identification efforts. The acceleration aims to bring the registration statement online approximately two days after filing, but without accompanying merger proposals, proxy materials, or amended charters, the document leaves redemption mechanics, extension parameters, and sponsor accountability unchanged. Any strategic implication rests entirely on the Company’s procedural filing rather than disclosed commercial terms.
What changed: A correspondence letter filed with the SEC Division of Corporation Finance requesting acceleration of the effectiveness date for Apogee Acquisition Corp’s Form S-1 registration statement (Registration No. 333-294102). This filing does not amend the referenced trust value ($10.05 per share), redemption deadline (2027-07-08), or any pending business combination mechanics. Procedurally, it reflects a filing advance: Managing Director Roger Salazar, Jr., representing ARC Group Securities LLC, formally requested the SEC declare the S-1 effective by 4:00 p.m. Eastern Time on March 26, 2026. Why it matters: Clearing the S-1 acceleration moves the capital-raising mechanism forward, which is a prerequisite for funding the ongoing business combination search. Because the letter contains no disclosures regarding target acquisition, transaction pricing, sponsor conduct adjustments, or trust account modifications, it advances administrative timelines without altering investor economics or redemption windows. All structural parameters remain tethered to previously submitted prospectus filings.
What changed: Form S-1/A Amendment No. 1 to the Initial Public Offering Registration Statement (Preliminary Prospectus). This amendment finalizes the offering architecture: 25,000,000 units priced at $10.00 each, mandating $250,000,000 be deposited into a segregated Trust Account managed by Efficiency INC., enforcing a strict 15-month deadline to complete a business combination or trigger liquidation, and structuring underwriter compensation as $0.12 paid immediately and $0.40 deferred until deal consummation. Why it matters: The filing definitively sets the redemption economics and dilution profile for public investors relative to insiders. It confirms the sponsor will purchase 470,000 private placement units simultaneously, while up to 1,250,000 founder shares are forfeitable to preserve a 25% collective insider stake. Critically, it documents recurring operational cash drains totaling $16,000 monthly ($10,000 paid to Apogee Acquisition Sponsor LLC for office/administrative services; $6,000 paid to Brio Financial Group for CFO Ian Rhodes' services) against only $850,000 in non-trust working capital, highlighting the tight runway and reliance on potential working capital loans. The prospectus also catalogs extensive fiduciary overlaps among management and directors across multiple active SPACs and operating companies, establishing a clear conflict-of-interest landscape that governs target sourcing urgency and allocation decisions before the 15-month expiration.
What changed: Form S-1 registration statement and preliminary prospectus. As disclosed in the company's subsequent events footnote, the registrant amended the proposed public offering terms effective March 5, 2026, which decreased the business combination period from 24 months to 18 months, removed the contractual option to extend the completion window through shareholder approval and supplemental trust deposits, and revised permitted withdrawals to explicitly exclude working capital requirements. The filing formalizes the trust account structure, mandating that $250,000,000 (or $10.00 per Unit sold) be deposited and maintained in U.S. government securities or money market funds, with public shareholders granted redemption rights up to a 15% cap without prior written consent when utilizing a shareholder vote mechanism. It also documents that the sponsor acquired founder shares at a nominal cost of $25,000 in total, or approximately $0.003 per share, which are contractually tied to anti-dilution conversion math designed to preserve a 25% aggregate post-closing ownership block. Why it matters: Stripping away the cash-deposit extension right and compressing the operational horizon significantly elevates liquidation risk, forcing management to prioritize speed over due diligence while simultaneously removing a traditional safety valve that historically prolonged SPAC lifecycles. Tightening permissible trust withdrawals safeguards the $10.00 per-share liquidity threshold against internal cash drains, directly protecting redeeming shareholders from working capital bleed. However, because the sponsor's equity was effectively issued at roughly $0.003 per share and is locked behind mathematical protections that guarantee a 25% retained stake regardless of how many public shares are sold back, minority investors bear asymmetric dilution risk; if redemptions fall short, public holders will absorb disproportionate earnings dilution and value erosion upon a business combination or forced wind-down.
What changed: SEC Division of Corporation Finance Office of Real Estate & Construction correspondence (a non-review letter) regarding a Draft Registration Statement on Form S-1 submitted December 23, 2025 (CIK No. 0002102123), addressed to Chief Executive Officer Jeffrey Smith at 2106 House Ave Suite 375, Cheyenne, WY 82001. Why it matters: By declining to review the draft S-1, the SEC staff effectively removes the standard comment period, which typically accelerates the path to effectiveness and allows the sponsor to advance a merger or business combination on a shorter timeline. The staff’s insistence on a 15-day advance public filing window and the repeated liability warning signal that while regulatory friction is reduced, management faces uncompromising enforcement risk for any misstatements.
What changed: A confidential draft Registration Statement on Form S-1 filed December 23, 2025, registering an initial public offering of 25,000,000 units at $10.00 per unit by Apogee Acquisition Corp., a newly organized Cayman Islands blank check company preparing to pursue an initial business combination. This is a pre-launch registration establishing baseline mechanics rather than modifying an existing redemption schedule. The filing sets the initial trust account deposit at exactly $10.00 per public share, to be held by Lucky Lucko, Inc. d/b/a Efficiency. Why it matters: Investors receive a definitive view of the economic floor, dilution pathways, and timeline before any target identification or market pricing occurs. The explicit removal of a net tangible asset floor eliminates structural barriers to full cash redemptions, directly dictating how much capital remains for public shareholders if the Sponsor targets a highly redeemable deal. The 24-month deadline creates a hard chronometer for execution, while the extension mechanism introduces conditional liquidity events.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.