Opening the filing
8-K
Item 4.02.
Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
The management of Apogee Acquisition Corp (the “Company”) has identified certain errors in the Company’s unaudited condensed financial statements and other financial data included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, filed with the Securities and Exchange Commission (the “SEC”) on August 20, 2026 (the “Q2 10-Q”), including the portion of proceeds from the sale of the private placement units contributed to the trust account in Note 4, and the number of private placement units, outstanding Class A ordinary shares subject to possible redemption and warrants previously reported in Notes 4, 7 and 8, respectively.
As a result of the foregoing, on October 14, 2026, the audit committee (the “audit committee”) of the Company’s board of directors (the “Board”) concluded, after discussion with the Company’s management, that the Company’s previously issued unaudited condensed financial statements and other financial data included in the Q2 10-Q should be restated to correct the foregoing errors and should no longer be relied upon. As such, the Company has restated its financial statements for Q2 10-Q in Amendment No. 1 to the Company’s Q2 10-Q, which will be concurrently filed with the Securities and Exchange Commission on October 16, 2026, as described herein.
The audit committee and the Company’s management have discussed the matters disclosed in this Current Report on Form 8-K with the Company’s independent registered public accounting firm, Adeptus Partners, LLC.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 13, 2026, Anna Brunelle notified the Board of her resignation as a member of the Board and of its audit committee and compensation committee, effective on October 13, 2026.
On October 14, 2026, the Board appointed Christopher Valentine, a member of the Board, to additionally serve as a member of its audit committee, filling the vacancy created by Ms. Brunelle’s resignation.
On October 14, 2026, Tom Watson notified the Board of his resignation as Chief Operating Officer of the Company, effective on October 14, 2026.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.