Apogee Acquisition Corp-A美股招股说明书(2026-04-08版)

Apogee Acquisition Corp 15,000,000Units Apogee Acquisition Corp, a Cayman Islands exempted company (the “Company”), is a newly organized blankcheck company or special purpose acquisition company (“SPAC”), formed for the purpose of entering into amerger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar businesscombination with one or more businesses, which we refer to throughout this prospectus as our “initial businesscombination.” We have not selected any specific business combination target. To date, our efforts have beenlimited to organizational activities as well as activities related to this offering. Our efforts to identify aprospective target business will not be limited to a particular industry or geographic region although we intendto focus on companies developing, integrating, or enabling advanced technologies across both physical anddigital 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-critical functions across modern markets. This is an initial public offering of our securities. We are offering 15,000,000units at an offering price of $10.00each. Each unit consists of one ClassA ordinary share, one redeemable warrant and one right to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of our initial business combination. We referherein to the units sold in this offering as our “public units,” and the components thereof as our “public shares,”“public warrants,” and “share rights,” respectively. Each warrant entitles the holder to purchase one ClassAordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus. Each warrantwill become exercisable on the later of the consummation of our initial business combination and 12monthsafter the closing of this offering and will expire on the fifth anniversary of the completion of our initial businesscombination, or earlier upon redemption or liquidation as described in this prospectus. We have also granted theunderwriters a 45-day option to purchase up to an additional 2,250,000units solely to cover over-allotments, ifany. We will provide the holders of our public units, or our “public shareholders,” with the opportunity to redeem allor a portion of their public shares upon the completion of our initial business combination at a per-share price,payable in cash, equal to the aggregate amount then on deposit in the trust account described below as oftwobusiness days prior to consummation of the initial business combination, including interest (which interestshall be net of permitted withdrawals, as defined below), divided by the number of then issued and outstandingpublic shares, subject to the limitations and on the conditions described herein. The amount in the trust accountwill initially be $10.05 per public share. Our public shareholders will be permitted to redeem their sharesregardless of whether they abstain, vote for, vote against, or vote at all with respect to the proposed businesscombination. Our amended and restated memorandum and articles of association does not contain a minimumnet tangible asset condition, such as the $5,000,001 net tangible asset requirement. As such, there is nolimitation on the amount of shares we may redeem. Notwithstanding the foregoing, if we seek shareholderapproval of our initial business combination and we do not conduct redemptions in connection with our initialbusiness combination pursuant to the tender offer rules, our amended and restated memorandum and articles ofassociation provide that a public shareholder, together with any affiliate of such shareholder or any other personwith whom such shareholder is acting in concert or as a “group” (as defined under Section13 of theExchangeAct), will be restricted from redeeming its shares with respect to more than an aggregate of 15% ofthe public shares sold in this offering, without our prior consent. Our Sponsor, Apogee Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”), willcommit, pursuant to a written agreement, to purchase an aggregate of 470,000 private placement units at a priceof $10.00per private placement unit ($4,700,000 in the aggregate) in a private placement that will closesimultaneously with the closing of this offering. We refer to these units throughout this prospectus as the“private placement units”, and the components thereof as our “private placement shares,” “private placementwarrants” and “private placement rights.” Each private placement warrant included in a private placement unitentitles the holder thereof to purchase one ClassA ordinary share at $11.50 per share, subject to adjustment asprovided herein. A portion of the proceeds from the sale of the private placement units will be placed in the trustaccount describe