Apogee Acquisition Corp says Q2 financial statements should no longer be relied on, restates 10-Q

Apogee Acquisition Corp has told the Securities and Exchange Commission that its previously issued unaudited condensed financial statements for the quarter ended 30 June 2026 should no longer be relied upon. The 8-K filed on 19 October 2026 states that management identified errors in the Q2 10-Q, filed on 20 August 2026, including the portion of proceeds from the sale of 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.

The filing states that the company's audit committee concluded on 14 October 2026, after discussion with management, that the Q2 10-Q financial statements should be restated. The company restated those statements in Amendment No. 1 to the Q2 10-Q, which the filing says was to be filed concurrently with the SEC on 16 October 2026. The audit committee and management discussed the matters with the company's independent registered public accounting firm, Adeptus Partners, LLC, according to the filing.

The same 8-K discloses personnel changes under Item 5.02. Anna Brunelle notified the board of her resignation as a director and as a member of its audit and compensation committees, effective 13 October 2026. On 14 October 2026 the board appointed Christopher Valentine, already a board member, to fill the resulting vacancy on the audit committee. The filing also states that Tom Watson notified the board of his resignation as chief operating officer, effective 14 October 2026.

Records show the company filed an NT 10-Q, a notice of late filing, on 14 August 2026, six days before the Q2 10-Q itself was filed on 20 August 2026. The 8-K does not say what caused the errors in the Q2 10-Q or whether any other filings are affected.