{"url_path":"/sec/apur/8-k/2026-09-11/item-7-01","section_key":"item-7-01","section_title":"Item 7.01 Regulation FD Disclosure**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/2093524/0001213900-26-098971-index.html","accession_number":"0001213900-26-098971","cik":"0002093524","ticker":"APUR","issuer_name":"Aperture AC","edgar_url":"https://www.sec.gov/Archives/edgar/data/2093524/0001213900-26-098971-index.html","primary_entity_key":"0002093524","primary_entity_name":"Aperture AC"},"word_count":2743,"has_tables":true,"body_markdown":"**Item\n7.01. Regulation FD Disclosure**\n\n** **\n\nOn\nSeptember 11, 2026, Aperture AC, a Cayman Islands exempted company (“**SPAC**” or “**Aperture**”),\nand Atlantic HPC Group Inc, a Delaware corporation (together with its successors, “**Atlantic**” or the “**Company**”),\nissued a press release (the “**Press Release**”) announcing that they had entered into a Business Combination Agreement\n(as it may be amended, supplemented or otherwise modified from time to time, the “**Business Combination Agreement**”),\ndated as of September 10, 2026, with AP Ocean Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of SPAC (“**Merger\nSub**”), Aperture Sponsor LLC, in the capacity as representative for the shareholders of SPAC and AHPC Holding LLC, in the\ncapacity as the representative for the stockholders of the Company. Pursuant to the Business Combination Agreement and subject to the\nterms and conditions set forth therein, (i) on or prior to the closing of the transactions contemplated by the Business Combination Agreement\n(the “**Proposed Business Combination**”), SPAC will de-register from the Register of Companies of the Cayman Islands\nand transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to re-domicile as and become a Delaware\ncorporation pursuant to Part 12 of the Companies Act (Revised) of the Cayman Islands and the applicable provisions of the General Corporation\nLaw of the State of Delaware (the “**Domestication**”); and (ii) following the Domestication, Merger Sub will merge\nwith and into Atlantic, with Atlantic continuing as the surviving entity (the “**Merger**”) and, as a result of\nwhich, each share of common stock of the Company issued and outstanding immediately prior to the effective time of the Merger shall no\nlonger be outstanding and shall automatically be cancelled and cease to exist in exchange for the right to receive a number of shares\nof common stock of SPAC, with an aggregate value equal to One Hundred and Fifty Million U.S. Dollars ($150,000,000), with each share\nvalued at $10.00. In addition, the stockholders of Atlantic as of immediately prior to the closing will have the contingent right to\nreceive up to 6,000,000 additional shares of common stock of SPAC (the “**Earnout Shares**”), subject to the achievement\nof specified milestones, including: (a) 3,000,000 Earnout Shares upon the execution of a binding, arm’s-length lease for the Phase I\ncapacity (five megawatt) of the Company’s data center, with a non-affiliated tenant and an initial non-cancelable term of at least\nseven (7) years; (b) 1,500,000 Earnout Shares if the volume-weighted average price of the combined company’s common stock over\nany three consecutive calendar months equals or exceeds $12.50 per share; and (c) an additional 1,500,000 Earnout Shares if such volume-weighted\naverage price over any three consecutive calendar months equals or exceeds $15.00 per share. As a result of the Merger, Atlantic will\nbecome a wholly owned subsidiary of SPAC. Upon the closing of the Proposed Business Combination, SPAC is expected to be renamed “Atlantic\nHPC Corp.” All of the foregoing is upon the terms and subject to the conditions set forth in the Business Combination Agreement.\n\n \n\nAperture\nis also furnishing in this Current Report on Form 8-K a presentation (the “**Investor Presentation**”) to be used\nby Aperture and the Company with respect to the Proposed Business Combination. The Investor Presentation may be amended or updated at\nany time and from time to time through another Current Report on Form 8-K, a later company filing or other means. A copy of each of the\nPress Release and Investor Presentation is attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively and incorporated herein by\nreference.\n\n \n\nThe\ninformation in this Item 7.01, including Exhibits 99.1 and 99.2, is furnished and shall not be deemed “filed” for purposes\nof Section 18 of the Securities Exchange Act of 1934, as amended (the “**Exchange Act**”), or otherwise subject\nto liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Aperture under the Securities\nAct of 1933, as amended (the “**Securities Act**”) or the Exchange Act, regardless of any general incorporation\nlanguage in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any of the information\nin this Item 7.01, including Exhibits 99.1 or 99.2.\n\n \n\n1\n\n \n\n \n\n**Additional\nInformation and Where to Find It**\n\n \n\nThis\nCurrent Report on Form 8-K (“**Current Report**”) is provided for information purposes only and contains information\nwith respect to a Proposed Business Combination among Atlantic, Aperture and AP Ocean Merger Sub, Inc., a wholly-owned subsidiary of\nAperture, in connection with the transactions contemplated in the business combination agreement. In connection with the Proposed Business\nCombination, Aperture intends to file with the U.S. Securities and Exchange Commission (the “**SEC**”) a registration\nstatement on Form S-4, which will include a definitive proxy statement to be mailed to Aperture shareholders and a prospectus for the\nregistration of Aperture securities in connection with the Proposed Business Combination (as amended from time to time, the “**Registration\nStatement**”). A full description of the terms of the Proposed Business Combination will be provided in the Registration\nStatement. Aperture urges investors, shareholders and other interested persons to read, when available, the Registration Statement as\nwell as other documents filed with the SEC because these documents will contain important information about Aperture, Atlantic and the\nProposed Business Combination. If and when the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus\nand other relevant documents will be mailed to shareholders of Aperture as of a record date to be established for voting on the Proposed\nBusiness Combination. Aperture will also file other documents regarding the Proposed Business Combination with the SEC. This Current\nReport does not contain all of the information that should be considered concerning the Proposed Business Combination and is not intended\nto form the basis of any investment decision or any other decision in respect of the Proposed Business Combination. BEFORE MAKING ANY\nVOTING OR INVESTMENT DECISION, SHAREHOLDERS OF APERTURE AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY\nPROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED\nOR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH APERTURE’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING\nOF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED BUSINESS COMBINATION AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS\nBECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT APERTURE AND ATLANTIC AND THE PROPOSED BUSINESS COMBINATION.\n\n \n\nShareholders\nand other interested persons will also be able to obtain a copy of the Registration Statement, without charge, by directing a request\nto: Aperture AC, 835 Wilshire Blvd. 5th Floor, Los Angeles, CA 90017. The proxy statement/prospectus, once available, can also be obtained,\nwithout charge, at the SEC’s website (www.sec.gov). The information contained on, or that may be accessed through, the websites\nreferenced in this Current Report is not incorporated by reference into, and is not a part of, this Current Report.\n\n \n\nNEITHER\nTHE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS\nOR FAIRNESS OF THE TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS REPORT.\nANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.\n\n** **\n\n**No\nOffer or Solicitation**\n\n \n\nThis\nCurrent Report shall not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities\nin any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in respect of the Proposed Business Combination,\nnor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer,\nsolicitation or sale may be unlawful under the laws of such jurisdiction. This Current Report does not constitute either advice or a\nrecommendation regarding any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements\nof the Securities Act of 1933, as amended, or an exemption therefrom.\n\n** **\n\n2\n\n \n\n \n\n**Participants\nin the Solicitation**\n\n \n\nAperture\nand Atlantic and their respective directors and executive officers may be considered participants in the solicitation of proxies with\nrespect to the Proposed Business Combination described herein under the rules of the SEC. Information about the directors and executive\nofficers of Aperture and a description of their interests in Aperture and the Proposed Business Combination are, or will be, contained\nin Aperture’s filings with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation\nof proxies to Aperture’s shareholders in connection with the Proposed Business Combination will be set forth in the proxy statement/prospectus\nfor the Proposed Business Combination, when available. Additional information regarding the interests of participants in the solicitation\nof proxies in connection with the Proposed Business Combination will be included in the proxy statement/prospectus that Aperture intends\nto file with the SEC. Once available, you may obtain free copies of these documents as described above.\n\n** **\n\n**Forward-Looking\nStatements**\n\n \n\nThe\ndisclosure herein includes certain statements that are not historical facts but are forward-looking statements within the meaning of\nthe federal securities laws. Forward-looking statements generally are accompanied by words such as “believe,” “may,”\n“will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,”\n“should,” “would,” “plan,” “project,” “forecast,” “predict,”\n“potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions\nthat predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does\nnot mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, (1) statements regarding\nestimates and forecasts of other financial, performance and operational metrics and projections of market opportunity; (2) references\nwith respect to the anticipated benefits of the Proposed Business Combination and the projected future financial performance of Atlantic\nfollowing the Proposed Business Combination; (3) changes in the market for Atlantic’s services and technology, expansion plans\nand opportunities; (4) Atlantic’s unit economics; (5) the sources and uses of cash in connection with the Proposed Business Combination;\n(6) the anticipated capitalization and enterprise value of the combined company following the consummation of the Proposed Business Combination;\n(7) the projected technological developments of Atlantic; (8) current and future potential commercial and customer relationships; (9)\nthe ability to operate efficiently at scale; (10) anticipated investments in capital resources and research and development, and the\neffect of these investments; (11) the amount of redemption requests made by Aperture’s public shareholders; (12) the ability of\nthe combined company to issue equity or equity-linked securities in the future; (13) the failure to achieve necessary closing requirements;\n(14) the inability to obtain or maintain the listing of the combined company’s common stock on a national securities exchange following\nthe Proposed Business Combination, including but not limited to redemptions exceeding anticipated levels or the failure to meet the exchange’s\ninitial listing standards in connection with the consummation of the Proposed Business Combination; (15) the development, construction\nand commercialization of the Ohio AI Campus and Atlantic’s planned transition from bitcoin mining to AI/HPC infrastructure services;\n(16) the ability to convert existing letters of intent into definitive customer agreements on acceptable terms; (17) the ability to obtain\nrequired utility approvals, interconnection agreements and infrastructure upgrades necessary for Atlantic’s development projects;\n(18) expectations related to the terms and timing of the Proposed Business Combination; (19) volatility in the price of bitcoin, changes\nin network difficulty and the effect of halving events; (20) Atlantic’s dependence on a single mining pool operator for substantially\nall of its revenue; (21) Atlantic’s fixed-delivery hashrate purchase and sale arrangements and the related derivative liability,\nincluding the consequences of non-delivery; and (22) the reallocation of existing digital asset mining capacity to AI/HPC use and the\nresulting effect on mining revenue.\n\n \n\n3\n\n \n\n \n\nThese\nstatements are based on various assumptions, whether or not identified in this Current Report, and on the current expectations of Aperture’s\nand Atlantic’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative\npurposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction\nor a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ\nfrom assumptions. Many actual events and circumstances are beyond the control of Aperture and Atlantic. These forward-looking statements\nare subject to a number of risks and uncertainties, including, but not limited to: the risk that the transactions contemplated by the\nBusiness Combination Agreement, including the Domestication and the Merger (the “**Transactions**”), may not be\ncompleted in a timely manner or at all, which may adversely affect the price of Aperture’s securities; the risk that the Transactions\nmay not be completed by Aperture’s business combination deadline; the failure by the parties to the Business Combination Agreement\nto satisfy the conditions to the consummation of the Transactions, including the approval of Aperture’s shareholders; failure to\nrealize the anticipated benefits of the Transactions; the level of redemptions of Aperture’s public shareholders which may reduce\nthe public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing, or trading of the Aperture\ncommon stock; the failure of Aperture to obtain or maintain the listing of its securities any stock exchange on which Aperture common\nstock will be listed after the closing of the Proposed Business Combination; costs related to the Transactions and as a result of becoming\na public company; changes in business, market, financial, political and regulatory conditions; Atlantic has historically derived substantially\nall of its revenue to date from bitcoin mining operations and remains heavily dependent on bitcoin mining for the foreseeable future;\nvolatility in the price of bitcoin and increases in network difficulty may adversely affect Atlantic’s mining revenue and profitability;\nAtlantic’s dependence on a single mining pool operator for substantially all of its mining revenue, and the ability of the pool operator\nto adjust fee rates; Atlantic’s AI/HPC infrastructure business has not generated material revenue to date, and there can be no\nassurance that Atlantic will successfully execute its planned transition from bitcoin mining to AI/HPC infrastructure services or that\nit will secure definitive customer agreements for such services; the development of the Ohio AI Campus is in its early stages, with additional\nutility approvals, interconnection agreements and infrastructure upgrades required before full commercial operation, the timing and outcome\nof which are uncertain; Atlantic has a limited operating history and a small workforce, which may limit its ability to execute its growth\nstrategy and respond to operational demands; Atlantic’s fixed-delivery hashrate purchase and sale arrangements and the related\nderivative liability, including the consequences of non-delivery of bitcoin under such arrangements; concentration of Atlantic’s\nequipment supply chain among a limited number of suppliers; Atlantic holds all mined digital assets in self-custody without a third-party\ncustodian, and does not currently maintain insurance covering loss or theft of digital assets; Atlantic’s facilities are located\nin a limited number of states, and any adverse regulatory, environmental or utility-related development affecting those jurisdictions\ncould disproportionately affect Atlantic’s operations; the reallocation of existing digital asset mining capacity at the Ohio site\nto AI/HPC use and the resulting effect on mining revenue; and those risk factors discussed in the Registration Statement and the other\ndocuments that Aperture has filed, or will file, with the SEC relating to the Proposed Business Combination. If any of these risks materialize\nor our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.\nThe risks and uncertainties above are not exhaustive, and there may be additional risks that neither Aperture nor Atlantic presently\nknow or that Aperture and Atlantic currently believe are immaterial that could also cause actual results to differ from those contained\nin the forward-looking statements. In addition, forward-looking statements reflect Aperture’s and Atlantic’s expectations,\nplans or forecasts of future events and views as of the date of this Current Report. Aperture and Atlantic anticipate that subsequent\nevents and developments will cause Aperture’s and Atlantic’s assessments to change. However, while Aperture and Atlantic\nmay elect to update these forward-looking statements at some point in the future, Aperture and Atlantic specifically disclaim any obligation\nto do so. These forward-looking statements should not be relied upon as representing Aperture’s and Atlantic’s assessments\nas of any date subsequent to the date of this Current Report. Accordingly, undue reliance should not be placed upon the forward-looking\nstatements."}