Aperture AC

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 Description No. ────────────────────────────────────────────────────────────────────── 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).