UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): September 10, 2026
Aperture AC
(Exact
name of registrant as specified in its charter)
| Cayman Islands |
|
001-43308 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
835 Wilshire Blvd. 5th Floor
Los Angeles, CA 90017
(Address of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: 424-253-0908
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class A ordinary shares,
par value $0.0001 per share |
|
APUR |
|
The Nasdaq Capital Market |
| Rights, each right entitling
the holder to receive one-fourth (1/4) of one Class A ordinary share upon the consummation of an initial business combination |
|
APURR |
|
The Nasdaq Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
7.01. Regulation FD Disclosure
On
September 11, 2026, Aperture AC, a Cayman Islands exempted company (“SPAC” or “Aperture”),
and Atlantic HPC Group Inc, a Delaware corporation (together with its successors, “Atlantic” or the “Company”),
issued a press release (the “Press Release”) announcing that they had entered into a Business Combination Agreement
(as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”),
dated as of September 10, 2026, with AP Ocean Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of SPAC (“Merger
Sub”), Aperture Sponsor LLC, in the capacity as representative for the shareholders of SPAC and AHPC Holding LLC, in the
capacity as the representative for the stockholders of the Company. Pursuant to the Business Combination Agreement and subject to the
terms and conditions set forth therein, (i) on or prior to the closing of the transactions contemplated by the Business Combination Agreement
(the “Proposed Business Combination”), SPAC will de-register from the Register of Companies of the Cayman Islands
and 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
corporation pursuant to Part 12 of the Companies Act (Revised) of the Cayman Islands and the applicable provisions of the General Corporation
Law of the State of Delaware (the “Domestication”); and (ii) following the Domestication, Merger Sub will merge
with and into Atlantic, with Atlantic continuing as the surviving entity (the “Merger”) and, as a result of
which, each share of common stock of the Company issued and outstanding immediately prior to the effective time of the Merger shall no
longer be outstanding and shall automatically be cancelled and cease to exist in exchange for the right to receive a number of shares
of common stock of SPAC, with an aggregate value equal to One Hundred and Fifty Million U.S. Dollars ($150,000,000), with each share
valued at $10.00. In addition, the stockholders of Atlantic as of immediately prior to the closing will have the contingent right to
receive up to 6,000,000 additional shares of common stock of SPAC (the “Earnout Shares”), subject to the achievement
of specified milestones, including: (a) 3,000,000 Earnout Shares upon the execution of a binding, arm’s-length lease for the Phase I
capacity (five megawatt) of the Company’s data center, with a non-affiliated tenant and an initial non-cancelable term of at least
seven (7) years; (b) 1,500,000 Earnout Shares if the volume-weighted average price of the combined company’s common stock over
any three consecutive calendar months equals or exceeds $12.50 per share; and (c) an additional 1,500,000 Earnout Shares if such volume-weighted
average price over any three consecutive calendar months equals or exceeds $15.00 per share. As a result of the Merger, Atlantic will
become a wholly owned subsidiary of SPAC. Upon the closing of the Proposed Business Combination, SPAC is expected to be renamed “Atlantic
HPC Corp.” All of the foregoing is upon the terms and subject to the conditions set forth in the Business Combination Agreement.
Aperture
is also furnishing in this Current Report on Form 8-K a presentation (the “Investor Presentation”) to be used
by Aperture and the Company with respect to the Proposed Business Combination. The Investor Presentation may be amended or updated at
any 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
Press Release and Investor Presentation is attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively and incorporated herein by
reference.
The
information in this Item 7.01, including Exhibits 99.1 and 99.2, is furnished and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Aperture under the Securities
Act of 1933, as amended (the “Securities Act”) or the Exchange Act, regardless of any general incorporation
language 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
in this Item 7.01, including Exhibits 99.1 or 99.2.
Additional
Information and Where to Find It
This
Current Report on Form 8-K (“Current Report”) is provided for information purposes only and contains information
with respect to a Proposed Business Combination among Atlantic, Aperture and AP Ocean Merger Sub, Inc., a wholly-owned subsidiary of
Aperture, in connection with the transactions contemplated in the business combination agreement. In connection with the Proposed Business
Combination, Aperture intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration
statement on Form S-4, which will include a definitive proxy statement to be mailed to Aperture shareholders and a prospectus for the
registration of Aperture securities in connection with the Proposed Business Combination (as amended from time to time, the “Registration
Statement”). A full description of the terms of the Proposed Business Combination will be provided in the Registration
Statement. Aperture urges investors, shareholders and other interested persons to read, when available, the Registration Statement as
well as other documents filed with the SEC because these documents will contain important information about Aperture, Atlantic and the
Proposed Business Combination. If and when the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus
and other relevant documents will be mailed to shareholders of Aperture as of a record date to be established for voting on the Proposed
Business Combination. Aperture will also file other documents regarding the Proposed Business Combination with the SEC. This Current
Report does not contain all of the information that should be considered concerning the Proposed Business Combination and is not intended
to form the basis of any investment decision or any other decision in respect of the Proposed Business Combination. BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF APERTURE AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY
PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED
OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH APERTURE’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING
OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED BUSINESS COMBINATION AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS
BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT APERTURE AND ATLANTIC AND THE PROPOSED BUSINESS COMBINATION.
Shareholders
and other interested persons will also be able to obtain a copy of the Registration Statement, without charge, by directing a request
to: Aperture AC, 835 Wilshire Blvd. 5th Floor, Los Angeles, CA 90017. The proxy statement/prospectus, once available, can also be obtained,
without charge, at the SEC’s website (www.sec.gov). The information contained on, or that may be accessed through, the websites
referenced in this Current Report is not incorporated by reference into, and is not a part of, this Current Report.
NEITHER
THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS
OR FAIRNESS OF THE TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS REPORT.
ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
No
Offer or Solicitation
This
Current Report shall not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities
in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in respect of the Proposed Business Combination,
nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer,
solicitation or sale may be unlawful under the laws of such jurisdiction. This Current Report does not constitute either advice or a
recommendation regarding any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements
of the Securities Act of 1933, as amended, or an exemption therefrom.
Participants
in the Solicitation
Aperture
and Atlantic and their respective directors and executive officers may be considered participants in the solicitation of proxies with
respect to the Proposed Business Combination described herein under the rules of the SEC. Information about the directors and executive
officers of Aperture and a description of their interests in Aperture and the Proposed Business Combination are, or will be, contained
in Aperture’s filings with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation
of proxies to Aperture’s shareholders in connection with the Proposed Business Combination will be set forth in the proxy statement/prospectus
for the Proposed Business Combination, when available. Additional information regarding the interests of participants in the solicitation
of proxies in connection with the Proposed Business Combination will be included in the proxy statement/prospectus that Aperture intends
to file with the SEC. Once available, you may obtain free copies of these documents as described above.
Forward-Looking
Statements
The
disclosure herein includes certain statements that are not historical facts but are forward-looking statements within the meaning of
the federal securities laws. Forward-looking statements generally are accompanied by words such as “believe,” “may,”
“will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,”
“should,” “would,” “plan,” “project,” “forecast,” “predict,”
“potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions
that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does
not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, (1) statements regarding
estimates and forecasts of other financial, performance and operational metrics and projections of market opportunity; (2) references
with respect to the anticipated benefits of the Proposed Business Combination and the projected future financial performance of Atlantic
following the Proposed Business Combination; (3) changes in the market for Atlantic’s services and technology, expansion plans
and opportunities; (4) Atlantic’s unit economics; (5) the sources and uses of cash in connection with the Proposed Business Combination;
(6) the anticipated capitalization and enterprise value of the combined company following the consummation of the Proposed Business Combination;
(7) the projected technological developments of Atlantic; (8) current and future potential commercial and customer relationships; (9)
the ability to operate efficiently at scale; (10) anticipated investments in capital resources and research and development, and the
effect of these investments; (11) the amount of redemption requests made by Aperture’s public shareholders; (12) the ability of
the combined company to issue equity or equity-linked securities in the future; (13) the failure to achieve necessary closing requirements;
(14) the inability to obtain or maintain the listing of the combined company’s common stock on a national securities exchange following
the Proposed Business Combination, including but not limited to redemptions exceeding anticipated levels or the failure to meet the exchange’s
initial listing standards in connection with the consummation of the Proposed Business Combination; (15) the development, construction
and commercialization of the Ohio AI Campus and Atlantic’s planned transition from bitcoin mining to AI/HPC infrastructure services;
(16) the ability to convert existing letters of intent into definitive customer agreements on acceptable terms; (17) the ability to obtain
required utility approvals, interconnection agreements and infrastructure upgrades necessary for Atlantic’s development projects;
(18) expectations related to the terms and timing of the Proposed Business Combination; (19) volatility in the price of bitcoin, changes
in network difficulty and the effect of halving events; (20) Atlantic’s dependence on a single mining pool operator for substantially
all of its revenue; (21) Atlantic’s fixed-delivery hashrate purchase and sale arrangements and the related derivative liability,
including the consequences of non-delivery; and (22) the reallocation of existing digital asset mining capacity to AI/HPC use and the
resulting effect on mining revenue.
These
statements are based on various assumptions, whether or not identified in this Current Report, and on the current expectations of Aperture’s
and Atlantic’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction
or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ
from assumptions. Many actual events and circumstances are beyond the control of Aperture and Atlantic. These forward-looking statements
are subject to a number of risks and uncertainties, including, but not limited to: the risk that the transactions contemplated by the
Business Combination Agreement, including the Domestication and the Merger (the “Transactions”), may not be
completed in a timely manner or at all, which may adversely affect the price of Aperture’s securities; the risk that the Transactions
may not be completed by Aperture’s business combination deadline; the failure by the parties to the Business Combination Agreement
to satisfy the conditions to the consummation of the Transactions, including the approval of Aperture’s shareholders; failure to
realize the anticipated benefits of the Transactions; the level of redemptions of Aperture’s public shareholders which may reduce
the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing, or trading of the Aperture
common stock; the failure of Aperture to obtain or maintain the listing of its securities any stock exchange on which Aperture common
stock will be listed after the closing of the Proposed Business Combination; costs related to the Transactions and as a result of becoming
a public company; changes in business, market, financial, political and regulatory conditions; Atlantic has historically derived substantially
all of its revenue to date from bitcoin mining operations and remains heavily dependent on bitcoin mining for the foreseeable future;
volatility in the price of bitcoin and increases in network difficulty may adversely affect Atlantic’s mining revenue and profitability;
Atlantic’s dependence on a single mining pool operator for substantially all of its mining revenue, and the ability of the pool operator
to adjust fee rates; Atlantic’s AI/HPC infrastructure business has not generated material revenue to date, and there can be no
assurance that Atlantic will successfully execute its planned transition from bitcoin mining to AI/HPC infrastructure services or that
it will secure definitive customer agreements for such services; the development of the Ohio AI Campus is in its early stages, with additional
utility approvals, interconnection agreements and infrastructure upgrades required before full commercial operation, the timing and outcome
of which are uncertain; Atlantic has a limited operating history and a small workforce, which may limit its ability to execute its growth
strategy and respond to operational demands; Atlantic’s fixed-delivery hashrate purchase and sale arrangements and the related
derivative liability, including the consequences of non-delivery of bitcoin under such arrangements; concentration of Atlantic’s
equipment supply chain among a limited number of suppliers; Atlantic holds all mined digital assets in self-custody without a third-party
custodian, and does not currently maintain insurance covering loss or theft of digital assets; Atlantic’s facilities are located
in a limited number of states, and any adverse regulatory, environmental or utility-related development affecting those jurisdictions
could disproportionately affect Atlantic’s operations; the reallocation of existing digital asset mining capacity at the Ohio site
to AI/HPC use and the resulting effect on mining revenue; and those risk factors discussed in the Registration Statement and the other
documents that Aperture has filed, or will file, with the SEC relating to the Proposed Business Combination. If any of these risks materialize
or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.
The risks and uncertainties above are not exhaustive, and there may be additional risks that neither Aperture nor Atlantic presently
know or that Aperture and Atlantic currently believe are immaterial that could also cause actual results to differ from those contained
in the forward-looking statements. In addition, forward-looking statements reflect Aperture’s and Atlantic’s expectations,
plans or forecasts of future events and views as of the date of this Current Report. Aperture and Atlantic anticipate that subsequent
events and developments will cause Aperture’s and Atlantic’s assessments to change. However, while Aperture and Atlantic
may elect to update these forward-looking statements at some point in the future, Aperture and Atlantic specifically disclaim any obligation
to do so. These forward-looking statements should not be relied upon as representing Aperture’s and Atlantic’s assessments
as of any date subsequent to the date of this Current Report. Accordingly, undue reliance should not be placed upon the forward-looking
statements.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated September 11, 2026. |
| 99.2 |
|
Investor Presentation, dated September 11, 2026. |
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
APERTURE AC |
| |
|
|
|
| |
By: |
/s/
Calvin Kung |
| |
|
Name: |
Calvin Kung |
| |
|
Title: |
Chief Executive Officer |
| |
|
|
|
| Dated: September 11, 2026 |
|
|
|
