Aperture AC (Nasdaq: APURU) completes $102M SPAC IPO and funds trust

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Aperture AC, a Cayman Islands-based blank check company, completed its initial public offering of 10,200,000 units at $10.00 per unit, raising gross proceeds of $102,000,000. Each unit includes one Class A ordinary share and one right to receive one-fourth of a Class A share after a business combination.

The company also sold 311,000 private placement units for $3,110,000. A total of $102,255,000 from the IPO and private placement was deposited into a U.S. trust account, to be used mainly for completing an initial business combination or redeeming public shares if no deal occurs within 12 months.

Aperture AC listed its units on Nasdaq under the symbol APURU, with the Class A shares and rights expected to trade separately as APUR and APURR. The company appointed independent directors to its audit and compensation committees, adopted amended and restated governing documents, and entered into indemnity and other key agreements to support its SPAC structure.

Insights

Aperture AC has fully launched its SPAC structure with IPO funding secured.

Aperture AC raised gross proceeds of $102,000,000 through 10,200,000 units, including partial over-allotment exercise, and added $3,110,000 from 311,000 private placement units. This is a typical SPAC capitalization, combining public and sponsor capital.

The company placed $102,255,000 into a trust account, with funds accessible mainly upon completing a business combination or redeeming public shares within 12 months from the IPO closing. This structure is designed to protect public investors while management searches for a target.

Key governance and contractual elements are now in place, including the amended and restated memorandum and articles, committee appointments, trust and registration rights agreements, and indemnity protections. Subsequent filings may detail any proposed business combination and shareholder redemption mechanics.

8-K Event Classification

6 items: 1.01, 3.02, 5.02, 5.03, 8.01, 9.01

6 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

IPO units: 10,200,000 units IPO price: $10.00 per unit IPO gross proceeds: $102,000,000 +4 more

7 metrics

IPO units 10,200,000 units Initial public offering size including over-allotment

IPO price $10.00 per unit Pricing of Aperture AC initial public offering

IPO gross proceeds $102,000,000 Gross proceeds from sale of 10,200,000 units

Private placement units 311,000 units Units sold to sponsor and underwriters

Private placement proceeds $3,110,000 Aggregate purchase price for 311,000 private placement units

Trust funding $102,255,000 Proceeds from IPO and private placement deposited in trust

Business combination deadline 12 months Period from IPO closing to complete initial business combination

Key Terms

blank check company, Share Right, over-allotment option, trust account, +1 more

5 terms

blank check company financial

"The Company is a blank check company formed for the purpose of effecting a merger..."

A blank check company is a publicly listed shell that raises money from investors before naming a specific business to buy or merge with, similar to handing a cashier a signed check and asking them to fill in the payee later. It matters to investors because it offers a faster, often cheaper path for private firms to become public, but carries extra risk since returns depend on the organizers’ ability to find a good deal and on limited information about the future business.

over-allotment option financial

"includes 1,200,000 units issued pursuant to the partial exercise by the underwriters of their over-allotment option."

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

trust account financial

"A total of $102,255,000 of the proceeds from the IPO and the sale of the Private Placement Units, was placed in a U.S.-based trust account..."

A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.

Amended and Restated Memorandum and Articles of Association regulatory

"the Company filed its amended and restated memorandum and articles of association..."

A document that replaces and combines a company’s core governing papers into a single, updated set of rules spelling out the company’s purpose, share structure, voting rights and how decisions are made. Think of it as rewriting and consolidating a household’s rulebook so everyone knows who controls what and how major choices are handled. Investors watch these changes because they can alter ownership rights, governance, dividend policy and takeover protections, affecting value and control.

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Understanding 8-K Material Events →

05/22/2026 - 05:25 PM

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): May 20, 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. 5^thFloor

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 1.01. Entry into a Material Definitive Agreement.

On May 22, 2026, Aperture AC (the “Company”) consummated its initial public offering (“IPO”) of 10,200,000 units (the “Units”), which includes 1,200,000 units issued pursuant to the partial exercise by the underwriters of their over-allotment option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $102,000,000. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one right to receive one-fourth (1/4) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination (each, a “Share Right”).

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s registration statement on Form S-1 (File No. 333-291583) for the IPO, initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on November 17, 2025 (as amended, the “Registration Statement”):

●

An Underwriting Agreement, dated May 20, 2026, by and between the Company and IB Capital, LLC (“IB Capital”), as representative of the underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.

●

A Share Rights Agreement, dated May 20, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.

●

An Investment Management Trust Agreement, dated May 20, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

●

A Registration Rights Agreement, dated May 20, 2026, by and among the Company, Aperture Sponsor LLC (the “Sponsor”), IB Capital, I-Bankers Securities, Inc., EarlyBirdCapital, Inc., and the other parties signatory thereto, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference.

●

A Private Placement Units Purchase Agreement, dated May 20, 2026 (the “Sponsor Private Placement Units Purchase Agreement”), by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.

●

A Private Placement Units Purchase Agreement, dated May 20, 2026 (the “Underwriters’ Private Placement Units Purchase Agreement”), by and among the Company and IB Capital, I-Bankers Securities, Inc., and EarlyBirdCapital, Inc., a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference.

●

A Letter Agreement, dated May 20, 2026, by and among the Company, its officers, directors, the Sponsor and the other parties signatory thereto, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.

●

Indemnity Agreements, dated May 20, 2026, by and among the Company and each director and officer of the Company, a form of which is attached as Exhibit 10.6 hereto and incorporated herein by reference.

●

An Administrative Services Agreement, dated May 20, 2026, by and between the Company and Aperture Sponsor LLC, which is attached as Exhibit 10.7 hereto and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

Simultaneously with the closing of the IPO, pursuant to the Sponsor Private Placement Units Purchase Agreement and the Underwriters’ Private Placement Units Purchase Agreement, the Company completed the private sale of an aggregate of 311,000 units (the “Private Placement Units”) to the Sponsor and the Underwriters at a price of $10.00 per Private Placement Unit for an aggregate purchase price of $3,110,000. The Private Placement Units (and underlying securities) are identical to the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective May 20, 2026, each of Zhen Tan, Thomas Elliot Friend and Song Pettus was appointed to the audit committee of the Company’s board of directors (the “Board”), with Song Pettus serving as chair of the audit committee. Additionally, each of Zhen Tan and Song Pettus was appointed to the Board’s compensation committee, with Zhen Tan serving as chair of the compensation committee.

On May 20, 2026, the Company entered into indemnity agreements with each of the directors and officers which require the Company to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing summary of the indemnity agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of indemnity agreement, which is filed as Exhibit 10.6 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.03. Amendments to the Amended and Restated Memorandum and Articles of Association; Change in Fiscal Year.

On May 22, 2026, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on May 20, 2026. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and incorporated herein by reference.

Item 8.01. Other Events.

A total of $102,255,000 of the proceeds from the IPO and the sale of the Private Placement Units, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee, with the remaining proceeds from the Private Placement Units going to the Company’s working capital account (a portion of which will be used to pay offering expenses). Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes and up to $100,000 for dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 12 months from the closing of the IPO (or by such earlier liquidation date as the Company’s board of directors may approve), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it has not consummated an initial business combination within 12 months from the closing of the IPO or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.

On May 20, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

On May 22, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:

Exhibit No.		Description
1.1		Underwriting Agreement, dated May 20, 2026, by and between the Company and IB Capital, as representative of the underwriters.

3.1		Amended and Restated Memorandum and Articles of Association of the Company.

4.1		Share Rights Agreement, dated May 20, 2026, by and between the Company and Continental Stock Transfer & Trust Company.

10.1		Investment Management Trust Agreement, dated May 20, 2026, by and between the Company and Continental Stock Transfer & Trust Company.

10.2		Registration Rights Agreement, dated May 20, 2026, by and among the Company, the Sponsor, IB Capital, I-Bankers Securities, Inc., EarlyBirdCapital, Inc., and the other parties signatory thereto.

10.3		Private Placement Units Purchase Agreement, dated May 20, 2026, between the Company and the Sponsor.

10.4		Private Placement Units Purchase Agreement, dated May 20, 2026, between the Company, IB Capital, I-Bankers Securities, Inc., and EarlyBirdCapital, Inc.

10.5		Letter Agreement, dated May 20, 2026, by and among the Company, Sponsor and each of the officers and directors of the Company, and the other parties signatory thereto.

10.6		Form of Indemnity Agreement.

10.7		Administrative Services Agreement, dated May 20, 2026, between the Company and Aperture Sponsor LLC.

99.1		Press Release, dated May 20, 2026.

99.2		Press Release, dated May 22, 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: May 22, 2026

Exhibit 99.1

Aperture AC Announces the Pricing of $90,000,000 Initial Public Offering

Los Angeles, CA, May 20, 2026 (PR Newswire) -- Aperture AC (the “Company”) announced today the pricing of its initial public offering of 9,000,000 units at a price of $10.00 per unit. The units are expected to be listed on the Nasdaq Capital Market (“Nasdaq”) and begin trading tomorrow, May 21, 2026, under the ticker symbol “APURU.” Each unit consists of one Class A ordinary share and one right (the “Share Right”) to receive one-fourth (1/4) of one Class A ordinary share upon the consummation of an initial business combination. Once the securities constituting the units begin separate trading, the Class A ordinary shares and Share Rights are expected to be listed on Nasdaq under the symbols “APUR” and “APURR,” respectively. The offering is expected to close on May 22, 2026, subject to customary closing conditions. The Company has granted the underwriters a 30-day option to purchase up to an additional 1,350,000 units at the initial public offering price to cover over-allotments, if any.

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 it chooses.

The Company’s management team is led by Calvin Kung, its Chief Executive Officer and a director, and Daniel Zhao, its Chief Financial Officer and a director. In addition, the Board includes Zhen Tan, Thomas Friend and Song Pettus.

IB Capital, LLC is acting as book-running manager for the offering and EarlyBirdCapital, Inc. and I-Bankers Securities, Inc. are joint book running managers.

The offering is being made only by means of a prospectus. When available, copies of the prospectus may be obtained from IB Capital LLC, by email at info@ibcpr.net, or by accessing the SEC’s website, www.sec.gov.

A registration statement relating to the securities has been filed with the U.S. Securities and Exchange Commission (“SEC”) and became effective on May 14, 2026. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and search for an initial business combination. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds will be used as described in the offering prospectus.

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 preliminary 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

Exhibit 99.2

Aperture AC Announces Closing of $102,000,000 Initial Public Offering, Including Partial Exercise of Underwriters’ Over-Allotment Option

Los Angeles, CA, May 22, 2026 (GLOBE NEWSWIRE) – Aperture AC (the “Company”) (Nasdaq: APURU) announced today the closing of its initial public offering of 10,200,000 units, which includes 1,200,000 units issued pursuant to the partial exercise by the underwriters of their over-allotment option. The offering was priced at $10.00 per unit, resulting in gross proceeds of $102,000,000.

The Company’s units began trading on May 21, 2026 on the Nasdaq Capital Market (“Nasdaq”) under the ticker symbol “APURU.” Each unit consists of one Class A ordinary share of the Company and one right (the “Share Right”) to receive one-fourth (1/4) of one Class A ordinary share of the Company upon the consummation of an initial business combination. Once the securities constituting the units begin separate trading, the Class A ordinary shares and Share Rights are expected to be listed on Nasdaq under the symbols “APUR” and “APURR,” respectively.

IB Capital, LLC acted as book-running manager for the offering and EarlyBirdCapital, Inc. and I-Bankers Securities, Inc. acted as joint book runners.

A registration statement relating to the securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on May 14, 2026. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the anticipated use of the net proceeds of the initial public offering and the simultaneous private placement, and the search for an initial business combination. No assurance can be given that the net proceeds of the offering will be used as indicated.

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

Source: View Original Filing on SEC EDGAR

FAQ

What did Aperture AC (APURU) announce in this 8-K filing?

Aperture AC reported closing its initial public offering of 10,200,000 units at $10.00 each, raising $102,000,000 in gross proceeds, plus a concurrent private placement. It also detailed trust funding, governance updates, and key agreements supporting its blank check SPAC structure.

How much capital did Aperture AC (APURU) raise in its IPO?

Aperture AC raised gross proceeds of $102,000,000 by selling 10,200,000 units at $10.00 per unit, including 1,200,000 units from partial over-allotment exercise. An additional 311,000 private placement units added $3,110,000, strengthening the company’s cash position for a future business combination.

What is included in each Aperture AC (APURU) unit and how do the rights work?

Each unit consists of one Class A ordinary share and one right. Each right entitles its holder to receive one-fourth of one Class A ordinary share upon the consummation of an initial business combination, effectively providing additional equity if a qualifying transaction is completed.

How much of Aperture AC’s IPO proceeds were placed into the trust account?

Aperture AC placed $102,255,000 of combined IPO and private placement proceeds into a U.S.-based trust account. These funds remain there until a business combination closes, or public shares are redeemed if no deal occurs within 12 months from the IPO closing, subject to limited permitted withdrawals.

On which Nasdaq symbols do Aperture AC (APURU) securities trade?

Aperture AC’s units trade on the Nasdaq Capital Market under the symbol APURU. Once separated, the Class A ordinary shares are expected to trade under APUR, and the rights to receive one-fourth of a share upon a business combination are expected to trade under APURR.

What governance and committee changes did Aperture AC (APURU) disclose?

Aperture AC appointed Zhen Tan, Thomas Elliot Friend, and Song Pettus to its audit committee, with Pettus as chair. Tan and Pettus also joined the compensation committee, with Tan as chair, and the company entered into indemnity agreements and adopted amended and restated governing documents.

Filing Exhibits & Attachments

16 documents

Aperture AC (Nasdaq: APURU) completes $102M SPAC IPO and funds trust

Rhea-AI Filing Summary

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