Apogee Acquisition

Capital allocation is not owner‑friendly for long‑term compounding: a 25 percent founder promote with anti‑dilution, full public warrants, and 20 percent share issuance via rights at closing all concentrate benefits in sponsors and early unit holders rather than post‑merger per‑share owners.

Underwriter economics include a deferred component that is paid only if a deal closes, further incentivizing completion over selectivity. Working capital loans are convertible into additional dilutive units.

These features collectively bias incentives toward closure rather than quality and reduce the future target’s per‑share value for continuing public investors.