{"url_path":"/sec/apur/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities","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":775,"has_tables":true,"body_markdown":"Item 2. Unregistered Sales of Equity Securities\nand Use of Proceeds.\n\n \n\nUnregistered Sales\nof Equity Securities\n\n \n\nThere\nwere no sales of unregistered securities during the quarterly period covered by this Report. However, simultaneously with the closing\nof the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreements, we completed the sale of an aggregate\nof 311,000 Private Placement Units to the Sponsor and the Underwriters in the Private Placement at a purchase price of $10.00 per Private\nPlacement Unit, generating gross proceeds to us of $3,110,000. Of those 311,000 Private Placement Units, the Sponsor purchased 223,000\nPrivate Placement Units and the Underwriters purchased 88,000 Private Placement Units. The Private Placement Units (and underlying securities)\nare identical to the Public Units (and underlying securities), except as otherwise disclosed in the IPO Registration Statement. No underwriting\ndiscounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption\nfrom registration contained in Section 4(a)(2) of the Securities Act.\n\n \n\nUse of Proceeds\n\n \n\nThere\nwere no offerings of registered securities and therefore no planned use of proceeds from such offerings during the quarterly period\ncovered by this Report.\n\n \n\nOn\nMay 22, 2026, we consummated our Initial Public Offering of 10,200,000 Public Units, including 1,200,000 Option Units issued pursuant\nto the partial exercise of the Over-Allotment Option. Each Public Unit consists of one Public Share and one-fourth (1/4) of one Public\nRight. The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to us of $102,000,000. The Underwriters\nacted as book running managers and IB Capital served as the representative of the Underwriters.\n\n \n\nOn\nMay 22, 2026, simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreements,\nwe completed the sale of an aggregate of 311,000 Private Placement Units to the Sponsor and the Underwriters in the Private Placement\nat a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to us of $3,110,000. Of those 311,000 Private Placement\nUnits, the Sponsor purchased 223,000 Private Placement Units and the Underwriters purchased 88,000 Private Placement Units. The Private\nPlacement Units (and underlying securities) are identical to the Public Units (and underlying securities), except as otherwise disclosed\nin the IPO Registration Statement.\n\n \n\n24\n\n \n\n \n\nFollowing\nthe closing of the Initial Public Offering and Private Placement on May 22, 2026, a total of $102,255,000 comprised of proceeds from the\nInitial Public Offering and the Private Placement, was placed in a U.S.-based trust account maintained by Continental, acting as trustee.\nThe proceeds held in the Trust Account may be invested by Continental, as trustee, solely (i) in U.S. government securities, within the\nmeaning set forth in Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less, (ii) in any open-ended investment\ncompany that holds itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4)\nof Rule 2a-7 of the Investment Company Act, (iii) as uninvested cash or (iv) in interest or non-interest bearing demand deposit accounts\nat a U.S. chartered commercial bank with consolidated assets of $100 billion or more selected by Continental that is reasonably satisfactory\nto us, until the earlier of: (x) the completion of the Business Combination and (y) the distribution of the Trust Account, as described\nelsewhere in this Report To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company\nAct, which risk increases the longer that we hold investments in the Trust Account, we may, at any time (based on our Management Team’s\nongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate\nthe investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand\ndeposit account at a bank.\n\n \n\nThe\nremaining proceeds from the Initial Public Offering and the Private Placement are held outside the Trust Account. Such funds are\nbeing used primarily to enable us to identify a target and to negotiate and consummate our initial Business Combination.\n\n \n\nThere\nhas been no material change in the planned use of the proceeds from our Initial Public Offering and the Private Placement as described\nin the IPO Registration Statement. The specific investments in our Trust Account may change from time to time.\n\n \n\nPurchases of Equity Securities by the Issuer\nand Affiliated Purchasers\n\n \n\nThere\nwere no purchases of our equity securities by us or an affiliate during the quarterly period covered by this Report."}