{"url_path":"/sec/apur/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors.","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/2093524/0001213900-26-072123-index.html","accession_number":"0001213900-26-072123","cik":"0002093524","ticker":"APUR","issuer_name":"Aperture AC","edgar_url":"https://www.sec.gov/Archives/edgar/data/2093524/0001213900-26-072123-index.html","primary_entity_key":"0002093524","primary_entity_name":"Aperture AC"},"word_count":1194,"has_tables":true,"body_markdown":"Item 1A. Risk Factors.\n\n \n\nAs a smaller reporting company\nunder Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, for\ndetailed descriptions of the risks relating to our Company, see the section titled “Risk Factors” contained in our IPO Registration\nStatement. As of the date of this Report, there have been no material changes with respect to those risk factors, other\nthan as set forth below. Any of these previously disclosed risk factors could result in a significant or material adverse effect\non our results of operations or financial condition. Additional risks not presently known to us or that we currently deem immaterial may\nalso affect our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional\nrisk factors from time to time in our future filings with the SEC.\n\n \n\n*We have identified a material weakness in\nour internal control over financial reporting as of March 31, 2026. If we are unable to maintain an effective system of internal control\nover financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect\ninvestor confidence in us and materially and adversely affect our business and operating results.*\n\n \n\nWe have identified a material\nweakness in our internal controls over financial reporting as of March 31, 2026 relating to a lack of properly designed, implemented,\nand effectively operating controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial\nreporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will\nnot be prevented, or detected and corrected on a timely basis.\n\n \n\nEffective\ninternal controls are necessary for us to provide reliable financial reports and prevent fraud. Measures to remediate material weaknesses\nmay be time-consuming and costly and there is no assurance that such initiatives will ultimately have the intended effects. If we are\nunable to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial\nresults in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and\noperating results*.* If we identify any new material weaknesses in the future, any such newly identified material weakness could\nlimit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our\nannual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding\ntimely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our\nfinancial reporting and adversely affect our business and operating results. We cannot assure our shareholders that the measures we have\ntaken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.\n\n \n\n*There is substantial doubt about our ability\nto continue as a “going concern.”*\n\n* *\n\nIn connection with our assessment\nof going concern considerations under applicable accounting standards, Management has determined that our possible need for additional\nfinancing to enable us negotiate and complete our initial Business Combination, as well as the deadline by which we may be required to\nliquidate our Trust Account, raise substantial doubt about our ability to continue as a going concern through approximately one year from\nthe date the unaudited financial statements included in Item 1. “Financial Statements” of this Report were issued.\n\n \n\n*We may seek to extend the Combination Period,\nwhich could reduce the amount held in our Trust Account and have adverse effects on our Company.*\n\n \n\nIf we are unable to consummate\nour initial Business Combination on or before May 22, 2027, we may seek shareholder approval to extend the Combination Period by amending\nour Amended and Restated Articles. In such event, our Public Shareholders will be provided the opportunity to have all or a portion of\ntheir Public Shares redeemed. Any redemptions will reduce the amount held in our Trust Account, the effect of which may adversely affect\nour ability to consummate our initial Business Combination and may also impair our ability to maintain our Nasdaq listing.\n\n \n\n*We anticipate that our securities will be\nsuspended from trading on Nasdaq and delisted if we do not consummate our initial Business Combination by May 14, 2029. Any trading suspension\nor delisting could have a material adverse effect on the trading of our securities and may adversely affect our ability to consummate\nan initial Business Combination.*\n\n \n\nOur IPO Registration Statement\nwas declared effective by the SEC on May 14, 2026 and our Public Shares and Public Rights are currently listed on the Capital Market tier\nof Nasdaq. Pursuant to our Amended and Restated Articles, we have until May 22, 2027 to consummate our initial Business Combination.\n\n \n\nUnder the Nasdaq Rules, a\nSPAC’s Nasdaq-listed securities will be immediately suspended from trading if the SPAC does not meet the Nasdaq 36-Month Requirement,\nand Nasdaq will, at such point, commence delisting procedures. Although a SPAC can request a hearing before the hearing panel of Nasdaq\n(the “Hearing Panel”), the scope of the Hearing Panel’s review is limited. If a SPAC completes a Business Combination\nafter receiving a delisting determination by the staff of the Listing Qualifications Department of Nasdaq (a “Staff Delisting Determination”)\nand/or demonstrates compliance with all applicable initial listing requirements, the combined company can apply to list its securities\non Nasdaq pursuant to the normal application review process. The Nasdaq Rules contain a list of deficiencies that would immediately result\nin a Staff Delisting Determination, which includes noncompliance with the Nasdaq 36-Month Requirement.\n\n \n\n23\n\n \n\n \n\nAccordingly, were we to amend\nour Amended and Restated Articles to extend the date by which we are permitted to consummate our initial Business Combination, we would\nstill need to consummate our initial Business Combination on or prior to May 14, 2029 in order to avoid a suspension of our securities\nfrom trading on and delisting from Nasdaq. If Nasdaq were to suspend our securities from trading and delist our securities, our securities\ncould potentially be quoted on an over-the-counter market. Even if our securities are then quoted on an over-the-counter market, our Nasdaq\nsuspension and delisting could have significant material adverse consequences, including:\n\n \n\n●making\nour securities appear to be less attractive to potential target companies than the securities\nof an exchange listed SPAC;\n\n \n\n●limited\navailability of market quotations for our securities;\n\n \n\n●reduced\nliquidity for our securities;\n\n \n\n●the\npossibility that our Class A Ordinary Shares would be deemed “penny stock,” which\nwill require brokers trading in our Class A Ordinary Shares to adhere to more stringent rules\nand possibly result in a reduced level of trading activity in the secondary trading market\nfor our securities;\n\n \n\n●limited\nnews and analyst coverage; and\n\n \n\n●decreased\nability to issue additional securities or obtain additional financing in the future.\n\n \n\nIn addition, if our Public\nShares and Public Rights are delisted from Nasdaq, trading in our securities, and offers and sales of our securities by us, may be subject\nto state securities regulation and additional compliance costs."}