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Aperture AC

For the period ended Jun 30, 2026. Filed Aug 13, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 13, 2026

APUR$10.06+0.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-06-25.

0001213900-26-072123

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-13.

0001213900-26-089102

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 62 previous paragraphs and 58 current paragraphs.

35 unchanged; 11 reworded; 11 added; 14 removed; 2 previous and 1 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (11)

Current report

For the six months ended June 30, 2026, we had net income of $33,192, which consisted of $356,899 of income earned on cash and marketable securities held in the Trust Account, $830 of interest income earned on bank account, offset by $117,487 of formation, general and administrative expenses, $110,865 of legal and accounting expenses, $8,049 of insurance expense, $84,910 of listing fees, and $3,226 of administrative services fee – related party.

Current report

As of June 30, 2026 and December 31, 2025, we had $450,949 and $44,390 of cash, respectively, and a working capital (deficit) of $467,217 and $(205,605), respectively.

Current report

For the six months ended June 30, 2026, net cash used in operating activities was $315,325. Net income of $33,192 was increased by a $8,382 increase in operating assets and liabilities, offset by $356,899 of interest income on the Trust Account.

Current report

The Company has until May 22, 2027 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution.

Current report

Further, the Company expects to incur significant costs in pursuit of a Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,”, Management has determined that the Company does not have sufficient liquidity to meet its current obligations, which is considered to be one year from the date of the issuance of the accompanying unaudited financial statements. In addition, Management has determined that if the Company is unable to complete a Business Combination within the Combination Period, then the Board would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. The accompanying unaudited financial statements do not include any adjustments that might result from the outcome of this uncertainty.* *

Current report

On September 30, 2025, the Company issued an aggregate of 3,828,082 Founder Shares in exchange for a $25,000 payment (approximately $0.008 per share) from the Sponsor to cover certain expenses on behalf of the Company. Up to 499,315 of the Founder Shares were subject to complete or partial forfeiture by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment option is exercised.

Current report

Prior to the Initial Public Offering, the Sponsor granted membership interests to each of three directors of the Company, the Chief Financial Officer (“CFO”), and the Chief Executive Officer (“CEO”). The membership interests received in the Sponsor correspond to an aggregate of 778,000 Founder Shares, to be distributed to the directors, CFO, and CEO upon consummation of a Business Combination. Each Founder Share will automatically convert to one Class A Ordinary Share concurrently with or immediately following the consummation of a Business Combination. The Sponsor will retain all voting and dispositive power over all Founder Shares until the consummation of the Business Combination, after which the Sponsor will distribute to each holder of the membership interests its share of the Founder Shares, subject to applicable lock-up restrictions.

Current report

The sale of the membership interests to the Company’s directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 778,000 Founder Shares granted to the Company’s directors was $700,000 or $0.90 per share. 728,000 of the Founder Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of June 30, 2026, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized related to these 728,000 Founder Shares. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founder Shares multiplied by the grant date fair value per share (unless subsequently modified). The remaining 50,000 Founder Shares that were granted to a director were fully vested on the grant date and related to the recipient’s contributions to the launch of the SPAC through the date of the Initial Public Offering, with no additional performance conditions.

Current report

The Sponsor will not be entitled to redemption rights with respect to any Founder Shares and any Public Shares held by the Sponsor in connection with the completion of the initial Business Combination. If the initial Business Combination is not completed within 12 months from the closing of the Initial Public Offering, the Sponsor will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by it.
Removed paragraphs (14)

Previous report

The IPO Registration Statement was declared effective on May 14, 2026. On May 22, 2026, we consummated the Initial Public Offering of 10,200,000 Public Units at $10.00 per Public Unit, which included 1,200,000 Option Units purchased by the Underwriters as a result of the partial exercise of the Over-Allotment Option, generating proceeds of $102,000,000.

Previous report

Simultaneously with the consummation of the Initial Public Offering, we consummated the sale of an aggregate of 311,000 Private Placement Units to the Sponsor and the Underwriters, at a price of $10.00 per Private Placement Unit, which included 21,000 Private Placement Units purchased by the Sponsor and the Underwriters as a result of the partial exercise of the Over-Allotment Option, generating proceeds of $3,110,000, in the Private Placement. The Underwriters waived the remainder of their Over-Allotment Option.

Previous report

Upon the closing of the Initial Public Offering, an aggregate of $10.025 per Public Unit sold in the Initial Public Offering, or $102,255,000, was deposited into the Trust Account.

Previous report

On June 9, 2026, we announced that, commencing on June 10, 2026, the Public Units would no longer trade on Nasdaq, and that the Public Shares and Public Rights would commence trading separately. The Public Shares and Public Rights are listed on the Capital Market tier of Nasdaq under the symbols “APUR” and “APURR,” respectively. This was a mandatory and automatic separation, and no action was required by holders of the Public Units. On June 9, 2026, Nasdaq filed a Form 25 to delist the Public Units.

Previous report

Our liquidity needs through May 22, 2026 were satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for the issuance of our Founder Shares and (ii) a loan pursuant to the IPO Promissory Note. Following the Initial Public Offering, and the Private Placement, our liquidity needs have been satisfied through the net proceeds from the consummation of the Initial Public Offering and Private Placement held outside of the Trust Account. As of March 31, 2026, the Company had $22,691 in cash and a working capital deficit of $246,432.

Previous report

Subsequent to the period covered by this Report, following the Initial Public Offering, including the partial exercise of the Over-Allotment Option, and the Private Placement, a total of $102,255,000 was placed in the Trust Account. We incurred fees of $6,459,397 in the Initial Public Offering, consisting of $1,530,000 of cash underwriting fee, the fair value of $4,388,794 Representative Shares, and $540,603 of other offering costs.

Previous report

We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of any taxes payable, if any), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Previous report

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time, (based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.

Previous report

We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

Previous report

As of March 31, 2026 and December 31, 2025, the Underwriting Agreement had not been executed.

Previous report

As of March 31, 2026 and December 31, 2025, the Registration Rights Agreement had not been executed.

Previous report

As of March 31, 2026 and December 31, 2025, the Letter Agreement had not been executed.
Reworded paragraphs (11)

Previous wording

For the three months ended March 31, 2026, we had net loss of $23,207. Net loss consisted of formation, general and administrative expenses of $23,510, offset by $303 of interest income earned on bank account.

Current wording

For the three months ended June 30, 2026, we had net income of $56,399, which consisted of $356,899 of income earned on cash and marketable securities held in the Trust Account, $527 of interest income earned on bank account, offset by $93,977 of formation, general and administrative expenses, $110,865 of legal and accounting expenses, $8,049 of insurance expense, $84,910 of listing fees, and $3,226 of administrative services fee – related party.

Previous wording

On May 22, 2026, the Sponsor forfeited the remaining 55,479 Class B Ordinary Shares, resulting in 3,772,603 Class B Ordinary Shares issued and outstanding.

Current wording

The Founder Shares are identical to the Public Shares included in the Units that were sold in the Initial Public Offering except that the Founder Shares automatically convert into Class A Ordinary Shares at the time of the initial Business Combination (with such conversion taking place immediately prior to, simultaneously with, or immediately following the time of the initial Business Combination). The Sponsor agreed to forfeit up to an aggregate of 499,315 Founder Shares to the extent that the Over-Allotment Option is not exercised in full by the Underwriters so that the Founder Shares will represent approximately 27% of the Company’s issued and outstanding Ordinary Shares after the Initial Public Offering (excluding the Private Placement Shares and representative shares). On May 22, 2026, the Over-Allotment Option was partially exercised as part of the closing of the Initial Public Offering, and the Underwriters waived the remainder of their Over-Allotment Option. As such, 443,836 Class B Ordinary Shares are no longer subject to forfeiture and the Sponsor forfeited the remaining 55,479 Class B Ordinary Shares on May 22, 2026.

Previous wording

Prior to the closing of our Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $500,000 under the IPO Promissory Note to cover expenses related to the Initial Public Offering. Such loans and advances were non-interest bearing and payable on the earlier of June 30, 2026 or the completion of our Initial Public Offering. As of March 31, 2026 and December 31, 2025, we borrowed $227,689 under the IPO Promissory Note. The loan of $500,000 was fully repaid upon the consummation of our Initial Public Offering on May 22, 2026. No additional borrowing is available under the IPO Promissory Note.

Current wording

On September 30, 2025, the Company and the Sponsor entered into a loan agreement, whereby the Sponsor agreed to loan the Company an aggregate of up to $500,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note. The IPO Promissory Note is non-interest bearing and payable on the earlier of June 30, 2026 or the date on which the Company consummates the Initial Public Offering. As of the consummation of the Initial Public Offering, the Company borrowed $237,689 under the IPO Promissory Note. In connection with the consummation of the Initial Public Offering and Private Placement on May 22, 2026, $262,389 of proceeds were used to repay the IPO Promissory Note in full, resulting in an overpayment of $24,700. As of June 30, 2026, borrowings under the IPO Promissory are no longer available subsequent to the consummation of the Initial Public Offering.

Previous wording

We have a $100 receivable from the Sponsor as of March 31, 2026 related to payments made on behalf of the Sponsor. The amounts are expected to be repaid in full. No amounts were outstanding as of December 31, 2025.

Current wording

We have a $21,725 receivable from the Sponsor as of June 30, 2026 related to payments made on behalf of the Sponsor of $250, as well as an overpayment of $24,700 related to the IPO Promissory Note noted above, and offset by administrative services fee payable of $3,225. The amounts are expected to be repaid in full.

Previous wording

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business Combination, we intend to repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account will be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. Such units (and underlying securities) would be identical to the Private Placement Units (and underlying securities). As of March 31, 2026 and December 31, 2025, we did not have any borrowings under any Working Capital Loans.

Current wording

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business Combination, we intend to repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account will be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. Such units (and underlying securities) would be identical to the Private Placement Units (and underlying securities). As of June 30, 2026 and December 31, 2025, the Company had no borrowings under any Working Capital Loans.

Previous wording

In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements—Going Concern”, Management has determined that we do not have sufficient liquidity to meet our current obligations, which is considered to be one year from the date of the issuance of the unaudited financial statements included in the Report under Item 1. “Financial Statements”, as we expect to continue to incur significant costs in pursuit of our acquisition plans. In addition, Management has determined that if we are unable to complete an initial Business Combination within the Combination Period, then we will cease all operations except for the purpose of liquidating. These conditions raise substantial doubt about our ability to continue as a going concern. Management plans to consummate an initial Business Combination prior to the end of the Combination Period. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after May 22, 2027. There can be no assurance that our plans to raise capital or to consummate an initial Business Combination will be successful.

Current wording

In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements—Going Concern”, Management has determined that the Company does not have sufficient liquidity to meet its current obligations which is considered to be one year from the date of the issuance of the unaudited financial statements. “Financial Statements” are issued, as we expect to continue to incur significant costs in pursuit of our acquisition plans. In addition, Management has determined that if we are unable to complete an initial Business Combination within the Combination Period, then we will cease all operations except for the purpose of liquidating. These conditions raise substantial doubt about our ability to continue as a going concern. Management plans to consummate an initial Business Combination prior to the end of the Combination Period. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after May 22, 2027. There can be no assurance that our plans to raise capital or to consummate an initial Business Combination will be successful.

Previous wording

Commencing on May 20, 2026, and until the completion of our Business Combination or liquidation, we may reimburse our Sponsor $2,083.33 per month for office space, utilities and secretarial and administrative support pursuant to the Administrative Services Agreement. As of March 31, 2026 and December 31, 2025, the Administrative Services Agreement had not been executed and no amounts were incurred or outstanding under the Administrative Services Agreement.

Current wording

Commencing on May 20, 2026, and until the completion of our Business Combination or liquidation, we may reimburse our Sponsor $2,083 per month for office space, utilities and secretarial and administrative support pursuant to the Administrative Services Agreement.

Previous wording

We granted the Underwriters a 30-day option from the date of the Initial Public Offering to purchase up to an additional 1,350,000 Option Units to cover over-allotments, if any. On May 22, 2026 the Underwriters partially exercised their Over-Allotment Option. The Underwriters waived the remainder of their Over-Allotment Option.

Current wording

We granted the Underwriters a 30-day option from the date of the Initial Public Offering to purchase up to an additional 1,350,000 Option Units to cover over-allotments, if any. On May 22, 2026 the Underwriters partially exercised their Over-Allotment Option. The Underwriters waived and forfeited the remainder of their Over-Allotment Option to purchase up to an additional 150,000 Option Units on May 22, 2026.

Previous wording

We issued 450,000 Representative Shares to the Underwriters or their designees, at the consummation of the Initial Public Offering. We account for the Representative Shares as an offering cost of the Initial Public Offering, resulting in a charge directly to shareholders’ deficit. The holders of the Representative Shares have agreed not to transfer, assign or sell any such Representative Shares without prior consent until the completion of the initial Business Combination. In addition, the holders of the Representative Shares have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such Representative Shares in connection with the completion of the initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if we fail to complete the initial Business Combination within the Combination Period.

Current wording

We issued 450,000 Representative Shares to the Underwriters or their designees, at the consummation of the Initial Public Offering. We account for the Representative Shares as an offering cost of the Initial Public Offering, resulting in a charge directly to shareholders’ equity. The holders of the Representative Shares have agreed not to transfer, assign or sell any such Representative Shares without prior consent until the completion of the initial Business Combination. In addition, the holders of the Representative Shares have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such Representative Shares in connection with the completion of the initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if we fail to complete the initial Business Combination within the Combination Period.

Previous wording

The preparation of the unaudited financial statements and notes thereto included in this Report under Item 1. “Financial Statements” in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our unaudited financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our unaudited financial statements and notes thereto included in this Report under Item 1. “Financial Statements” could be materially affected. As of March 31, 2026, we did not have any critical accounting estimates to be disclosed.

Current wording

The preparation of the unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our unaudited condensed financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” could be materially affected. As of June 30, 2026, we did not have any critical accounting estimates to be disclosed.

Previous wording

Management does not believe that there are any other recently issued, but not yet effective, accounting standards, which, if currently adopted, would have a material effect on the unaudited financial statements and notes thereto included in this Report under Item 1. “Financial Statements”.

Current wording

Management does not believe that there are any other recently issued, but not yet effective, accounting standards, which, if currently adopted, would have a material effect on the unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements”.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of (A) six months after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination (x) if the last reported sale price of the Class A Ordinary Shares equals or exceeds $15.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the public shareholders having the right to exchange their ordinary shares for cash, securities or other property.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

In connection with the consummation of the Initial Public Offering and Private Placement on May 22, 2026, $262,389 of proceeds were used to repay the IPO Promissory Note in full, resulting in an overpayment of $24,700 which is recorded on the unaudited balance sheets of the financial statements included in this Report under Item 1. “Financial Statements” as a related party receivable.

Previous report — wording carried elsewhere

The Underwriters were paid a cash underwriting discount of $0.15 per Unit, or $1,530,000 in the aggregate, upon the closing of the Initial Public Offering. Additionally, we issued 450,000 Representative Shares to the Underwriters, or their designees, at the consummation of the Initial Public Offering.