Apogee Acquisition Corp - 2026年季度报告

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of May 15, 2026, there were 17,720,000 Class A ordinary shares, par value $0.0001 per share, and 5,750,000 Class B ordinaryshares, par value $0.0001 per share, issued and outstanding. PART I - FINANCIAL INFORMATION (1)Excludes an aggregate of up to 750,000 ClassB ordinary shares subject to forfeiture if the over-allotment option was notexercised in full or in part by the underwriters (see Note5). The underwriter fully exercised the over-allotment option on April 8,2026. As such, no Class B ordinary shares were forfeited. On March 31, 2026, the Sponsor surrendered, for no consideration, The accompanying notes are an integral part of these unaudited condensed financial statements. The accompanying notes are an integral part of these unaudited condensed financial statements. APOGEE ACQUISITION CORP NOTE 1 —DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN Apogee Acquisition Corp (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company onNovember11, 2025. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination,however, it intends to focus its search on companies developing, integrating, or enabling advanced technologies across both physicaland 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- As of March31, 2025, the Company had not commenced any operations. All activity for the period from November11, 2025(inception) through March31, 2026, relates to the Company’s formation and the initial public offering (“Initial Public Offering”),which is described below. The Company will not generate any operating revenues until after the completion of an initial Business On April 8, 2026, the Company consummated its Initial Public Offering of 17,250,000 units, including the full exercise of the over-allotment option for 2,250,000 units (the “Units” and, with respect to the Class A ordinary shares (as defined below) included in theUnits offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds to the Company of $172,500,000 (the “Public Simultaneously with the closing of the Initial Public Offering, the Company completed the private sale of 470,000 private placementunits (the “Private Placement Units”) at $10.00 per Private Placement Unit, to Apogee Acquisition Sponsor LLC (the “Sponsor”) for Transaction costs amounted to $8,972,198, consisting of $2,387,500 cash underwriting fee (net of expense reimbursement of$612,500), $6,000,000 deferred underwriter fee and $584,698 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial PublicOffering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generallytoward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be withone or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (asdefined below) (excluding the amount of deferred underwriting commissions and Permitted Withdrawals (as defined below) on theinterest income earned on the funds held in the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target orotherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment companyunder the Investment Company Actof1940, as amended (the “Investment Company Act”). There is no assurance that the Companywill be able to successfully effect a Bus