{"url_path":"/sec/aacp/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2102123/0001213900-26-057945-index.html","accession_number":"0001213900-26-057945","cik":"0002102123","ticker":"AACP","issuer_name":"Apogee Acquisition Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/2102123/0001213900-26-057945-index.html","primary_entity_key":"0002102123","primary_entity_name":"Apogee Acquisition Corp"},"word_count":289,"has_tables":true,"body_markdown":"Item 2. Unregistered Sales of Equity Securities\nand Use of Proceeds.\n\n \n\nOn April 8, 2026, we consummated\nthe Initial Public Offering of 17,250,000 Units, which included the full exercise by the underwriters of their over-allotment option,\nat $10.00 per Unit, generating gross proceeds of $172,500,000. ARC Group Securities LLC acted as sole book-running manager of the Initial\nPublic Offering. The securities sold in the Initial Public Offering were registered under the Securities Act on a registration statement\non Form S-1 (File No. 333- 294102). The registration statement became effective on April 6, 2026.\n\n \n\nSimultaneously with the\nclosing of the Initial Public Offering, we consummated the sale of an aggregate of 470,000 Private Placement Units to the Sponsor at a\nprice of $10.00 per Unit, or $4,700,000 in the aggregate. Each Unit consists of one Class A ordinary share, one redeemable warrant,\nand one right to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of an initial Business Combination. The foregoing\nissuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.\n\n \n\nOf the gross proceeds received\nfrom the Initial Public Offering and the proceeds of the sale of the Private Placement Units, an aggregate of $ 173,362,500 ($10.05 per\nUnit) was placed in the Trust Account.\n\n \n\nWe paid a total of $8,972,198\nin offering costs, consisting of $2,387,500 cash underwriting fee (net of expense reimbursement of $612,500) (see additional discussion\nin Note 6 of the unaudited condensed financial statements contained elsewhere in this Quarterly Report), $6,000,000 deferred underwriting\nfee and $584,698 of other offering costs. For a description of the use of the proceeds generated in our Initial Public Offering, see Part\nI, Item 2 of this Quarterly Report."}