false --12-31 0002093524 00-0000000 0002093524 2026-05-20 2026-05-20 0002093524 APURU:UnitsEachConsistingOfOneClassOrdinaryShareAndOneRightMember 2026-05-20 2026-05-20 0002093524 APURU:ClassOrdinarySharesParValue0.0001PerShareMember 2026-05-20 2026-05-20 0002093524 APURU:RightsEachRightEntitlingHolderToReceiveOnefourth14OfOneClassOrdinaryShareuponConsummationOfInitialBusinessCombinationMember 2026-05-20 2026-05-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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 th 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 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. 1 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. 2 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). 3 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 4

Aperture AC completed its IPO on May 22, 2026, raising capital through the issuance of 10.2 million units (including 1.2 million from an over-allotment option exercise). This provides the SPAC with significant capital to pursue its initial business combination strategy.

On May 22, 2026, Aperture AC consummated its initial public offering (IPO) of 10,200,000 units. This IPO included 1,200,000 units that were issued as a result of the partial exercise of an over-allotment option. The Units in this offering consist of one Class A ordinary share and one right, which entitles the holder to receive one-fourth of a Class A ordinary share upon the consummation of the Company's initial business combination. The strategic impact of this IPO is expected to provide the company with significant capital for future growth and development plans.

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