Apogee Acquisition Corp

Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our Final Prospectus and below. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Final Prospectus and below.

In connection with our assessment of going concern considerations in accordance with applicable accounting standards, we have until July 8, 2027 to consummate a Business Combination. We have no approved plan in place to extend the business combination deadline beyond July 8, 2027 if we do not complete a Business Combination within that timeframe. If a Business Combination is not consummated by July 8, 2027, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the timing of liquidation raises substantial doubt about our ability to continue as a going concern for the next twelve months from the issuance of these unaudited condensed financial statements. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after July 8, 2027.

We have identified material weaknesses in our internal control over financial reporting as of June 30, 2026. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may materially and adversely affect our business and operating results.

Our management and our audit committee concluded that a disclosure in regard to related parties was not disclosed within the notes to our financial statements. As a result, we identified a material weakness in our internal controls over financial reporting. See “Note 5-Related Parties – Legal and Consulting Services” to our financial statements included elsewhere in this Quarterly Report for a discussion about the related party transaction. In addition, our management identified a material weakness in internal controls related to the review of accrued liabilities. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis.