Aperture AC Files 8K - Regulation FD >APUR

S Securities and Exchange Commission on October 07, 2026. On October 7, 2026, Aperture AC, a Cayman Islands exempted company ("Aperture"), and Atlantic HPC Group Inc, a Delaware corporation (together with its successors, "Atlantic"), issued a press release (the "Press Release") announcing Atlantic's appointment of Leo Lin as Atlantic's new Chief Executive Officer, effective October 1, 2026. 1 and incorporated herein by reference.

1, 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. 2.

Additional Information and Where to Find It This Current Report is provided for information purposes only and contains information with respect to the Proposed Business Combination, in connection with the transactions contemplated in the business combination agreement, dated as of September 10, 2026 (as it may be amended from time to time, the "Business Combination Agreement").

In connection with the Proposed Business Combination, Aperture and Atlantic intend to file with 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 ( ). The information contained on, or that may be accessed through, the websites referenced in this Current Report e 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 CURRENT 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, 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, including Aperture's final prospectus for its initial public offering filed with the SEC on May 21, 2026. 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, statements regarding Lin's expected contributions to Atlantic and Atlantic's management and leadership; Atlantic's bitcoin mining business and its planned transition to AI/HPC infrastructure; Atlantic's utility-approved capacity and development pipeline; changes in the market for Atlantic's services and technology, expansion plans and opportunities; and the anticipated benefits, terms and timing of the Proposed Business Combination.

These statements are based on various assumptions, whether or not identified in this press release, 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: Atlantic's ability to retain Lin and other key personnel and to manage the transition of its executive leadership; 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 on any national securities exchange on which Aperture common stock will be listed after the closing of the Proposed Business Combination (the "Closing"); 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 (MORE TO FOLLOW) Dow Jones Newswires October 07, 2026 07:32 ET (11:32 GMT) Copyright (c) 2026 Dow Jones & Company, Inc.

The statements in this document shall not be considered as an objective or independent explanation of the matters. Please note that this document (a) has not been prepared in accordance with legal requirements designed to promote the independence of investment research, and (b) is not subject to any prohibition on dealing ahead of the dissemination or publication of investment research.