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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): June 9, 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 |
| Units each consisting of one Class A ordinary share and one right |
|
APURU |
|
The Nasdaq Capital Market |
| 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 8.01. Other Events.
Separate Trading of Class A Ordinary
Shares and Rights
On June 9, 2026, Aperture
AC (the “Company”) announced that, commencing on June 10, 2026, the Company’s units, which are comprised of one Class
A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one right (“Right”)
to receive one-fourth (1/4) of a Class A Ordinary Share will no longer trade, and that the Company’s Class A Ordinary Shares and
Rights will commence trading separately. The Class A Ordinary Shares and the Rights will be listed on the Nasdaq Capital Market under
the symbols “APUR” and “APURR,” respectively. This is a mandatory and automatic separation, and no action is required
by holders of the units.
Item 9.01. Financial Statements
and Exhibits.
| Exhibit No. |
|
Description |
| |
|
|
| 99.1 |
|
Press Release dated June 9, 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: June 9, 2026 |
|
|
|
Exhibit 99.1
Aperture
AC Announces Upcoming Automatic Unit Separation Commencing June 10, 2026
Los Angeles, CA, June
09, 2026 (GLOBE NEWSWIRE) -- Aperture AC (the “Company”) (Nasdaq: APURU) announced today that on June 10, 2026, the Company’s
units will no longer trade, and that the Company’s Class A ordinary shares and rights, which together comprise the units, will commence
trading separately. The Class A ordinary shares and rights will be listed on the Nasdaq Capital Market and trade with the ticker symbols
“APUR” and “APURR”, respectively. This is a mandatory and automatic separation, and no action is required by the
holders of units.
Purchases of units that
are made after market close on June 9, 2026 may not settle prior to the unit separation date and, accordingly, the number of rights issued
to such purchasers may not reflect the rights underlying such recently purchased units.
This press release shall
not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
About Aperture AC
The Company is a blank
check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses. The Company may pursue an initial business combination in any business or
industry or geographic area it chooses.
Forward-Looking Statements
This press release may
include, and oral statements made from time to time by representatives of the Company may include “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Statements regarding possible business combinations and the financing thereof, and related matters, as well as all other statements
other than statements of historical fact included in this press release are forward-looking statements. When used in this press release,
words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “would” and similar expressions, as they relate to us or our management team,
identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made
by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated
by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange
Commission (the “SEC”). All subsequent written or oral forward-looking statements attributable to us or persons acting on
our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which
are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s registration
statement and prospectus for the Company’s initial public offering filed with the SEC. Copies of these documents are available on
the SEC’s website, www.sec.gov. The Company undertakes no obligation to update
these statements for revisions or changes after the date of this release, except as required by law.
Company Contact:
Aperture AC
835 Wilshire Blvd. 5th Floor,
Los Angeles, CA, 90017
Attn: Calvin Kung, CEO
(424) 253-0908