Apogee Acquisition Corp-A 2026年季度报告

FORM 10-Q (MARK ONE)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2026 Commission file number: 001-43226 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☒ 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 theregistrant was required to submit such files). Yes☒No☐ 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,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ 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. APOGEE ACQUISITION CORPFORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026 TABLE OF CONTENTS PagePart I. Financial InformationItem 1. Interim Financial Statements1Condensed Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 20251Unaudited Condensed Statement of Operations for the Three Months Ended March 31, 20262Unaudited Condensed Statement of Changes in Shareholder’s Deficit for the Three Months Ended March 31, 20263Unaudited Condensed Statement of Cash Flows for the Three Months Ended March 31, 20264Notes to Unaudited Condensed Financial Statements5Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations17Item 3. Quantitative and Qualitative Disclosures About Market Risk19Item 4. Controls and Procedures19Part II. Other InformationItem 1. Legal Proceedings20Item 1A. Risk Factors20Item 2. Unregistered Sales of Equity Securities and Use of Proceeds20Item 3. Defaults Upon Senior Securities20Item 4. Mine Safety Disclosures20Item 5. Other Information20Item 6. Exhibits21Part III. Signatures22 PART I - FINANCIAL INFORMATION APOGEE ACQUISITION CORPCONDENSED BALANCE SHEETS LIABILITIES AND SHAREHOLDER’S DEFICITCurrent Liabilities: The accompanying notes are an integral part of these unaudited condensed financial statements. APOGEE ACQUISITION CORPUNAUDITED CONDENSED STATEMENT OF OPERATIONS (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,3,833,333 founder shares. Amounts have been retroactively restated to reflect the surrendered shares. The accompanying notes are an integral part of these unaudited condensed financial statements. APOGEE ACQUISITION CORPUNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER’S DEFICITFOR THE THREE MONTHS ENDED MARCH 31, 2026 (1)Includes an aggregate of up to 750,000 ClassB ordinary shares subject to forfeiture if the over-allotment option was not exercisedin full or in part by the underwriters (see Note5). The underwriter fully exercised the over-allotment option on April 8, 2026. Assuch, no Class B ordinary shares were forfeited. On March 31, 2026, the Sponsor surrendered, for no consideration, 3,833,333founder shares. Amounts have been retroactively restated to reflect the surrendered shares. The accompanying notes are an integral part of these unaudited condensed financial statements. APOGEE ACQUISITION CORPUNAUDITED CONDENSED STATEMENT OF CASH FLOWS For theThreeMonthsEndedMarch31,2026 APOGEE ACQUISITION CORPNOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS 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 acquis