0001213900-26-033023 Sample Contracts
Underwriting AgreementUnderwriting Agreement • March 23rd, 2026 • Apogee Acquisition Corp • Blank checks • New York
The undersigned, Apogee Acquisition Corp, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (the “Agreement”) with ARC GROUP SECURITIES LLC, the (“Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only the Representative is listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representative as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 23rd, 2026 • Apogee Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered [●], 2026, by and among Apogee Acquisition Corp, a Cayman Islands exempted company (the “Company”), Apogee Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Investors on the signature page hereto (each, a “Holder” and collectively, the “Holders”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 23rd, 2026 • Apogee Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026, by and between Apogee Acquisition Corp (the “Company”), and Efficiency INC., a Delaware corporation (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • March 23rd, 2026 • Apogee Acquisition Corp • Blank checks • New York
This Warrant Agreement is made as of [●], 2026 between Apogee Acquisition Corp, a Cayman Islands exempted company, with offices at 2106 House Ave, Suite 375, Cheyenne, Wyoming 82001 (the “Company”), and Efficiency INC., with offices at 2440 Sand Hill Rd., Unit 101, Menlo Park, CA 94025 (“Warrant Agent”).
PRIVATE PLACEMENT UNIT PURCHASE AGREEMENTPrivate Placement Unit Purchase Agreement • March 23rd, 2026 • Apogee Acquisition Corp • Blank checks • New York
This PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”) is entered into by and between Apogee Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Apogee Acquisition Sponsor LLC, a Delaware limited liability company (“Purchaser”).
Apogee Acquisition Corp Cheyenne, Wyoming 82001Underwriting Agreement • March 23rd, 2026 • Apogee Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Apogee Acquisition Corp, a Cayman Islands exempted company (the “Company”), and ARC Group Securities LLC (the “Representative” and, together with other underwriters, the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), one redeemable warrant, to purchase one Ordinary Share (the “Warrant”), and one right (the “Right”), entitling the holder to one-fifth (1/5) of one Ordinary Share upon the consummation of an initial business combination. Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the IPO pursuant to a registration statement
SHARE RIGHTS AGREEMENTShare Rights Agreement • March 23rd, 2026 • Apogee Acquisition Corp • Blank checks • New York
This Share Rights Agreement (this “Agreement”) is made as of [_], 2026 between Apogee Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Efficiency, INC. (the “Share Rights Agent”).