Aperture AC
For the period ended Sep 10, 2026. Filed Sep 11, 2026.
View on SEC.govAbout this filing
A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.
Sep 10, 2026 · Filed Sep 11, 2026
Use the contents to explore the available documents and sections.
Contents
EX-99.2 · PROXY STATEMENT
Proxy Statement/Prospectus when available, and in those other documents that APUR has filed, or will file, with the SEC. 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 APUR nor Atlantic presently know or that APUR 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 APUR's and Atlantic's expectations, plans or forecasts of future events and views as of the date of this Presentation. APUR and Atlantic anticipate that subsequent events and developments will cause APUR's and Atlantic's assessments to change. However, while APUR and Atlantic may elect to update these forward-looking statements at some point in the future, APUR and Atlantic specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing APUR's and Atlantic's assessments as of any date subsequent to the date of this Presentation. Accordingly, undue reliance should not be placed upon the forward-looking statements. Financial Information; Non-GAAP Financial Measures Some of the historical financial information contained in this Presentation is unaudited and does not conform to Regulation S-X. This Presentation contains certain estimated preliminary financial results and key operating metrics of Atlantic for the years ended June 30, 2026. This information is preliminary and subject to change. As such, Atlantic's actual results may differ from the estimated preliminary results presented herein. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in any proxy statement or registration statement to be filed by Aperture with the SEC. In addition, financial information and data contained in this Presentation, such as Adjusted EBITDA, have not been prepared in accordance with United States generally accepted accounting principles ("GAAP"). Adjusted EBITDA is defined as net earnings (loss) before interest expense, income tax expense (benefit), depreciation and amortization, as adjusted to exclude stock based compensation. These non-GAAP financial measures, and other measures that are calculated using such non- GAAP measures, are an addition to, and not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP and should not be considered as an alternative to revenue, operating income, profit before tax, net income or any other performance measures derived in accordance with GAAP. For the same reasons, Atlantic is unable to address the probable significance of the unavailable information, which could be material to future results. Aperture and Atlantic believe these non-GAAP measures of financial results, including on a forward-looking basis, provide useful information to management and investors regarding certain financial and business trends relating to Atlantic's financial condition and results of operations. Atlantic's management uses these non-GAAP measures for trend analyses, for purposes of determining management incentive compensation, and for budgeting and planning purposes. 3
Disclaimer (3/3) Aperture and Atlantic believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating projected operating results and trends in and in comparing Atlantic's financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. However, there are a number of limitations related to the use of these non-GAAP measures and their nearest GAAP equivalents as they reflect the exercise of judgments by management about which items of expense and income are excluded or included in determining financial measures. For example, other companies may calculate non-GAAP measures differently, or may use other measures to calculate their financial performance, and therefore Atlantic's non-GAAP measures may not be directly comparable to similarly titled measures of other companies. See the Appendix for definitions of these non-GAAP financial measures and reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures. The presentation of such non-GAAP measures, which may include adjustments to exclude unusual or non-recurring items, should not be construed as an inference that Atlantic's future results and cash flows will be unaffected by other unusual or non-recurring items. Use of Projections This Presentation contains projected financial information with respect to Atlantic, namely revenue and Adjusted EBITDA, as well as projected operational information, namely bitcoin production and AI infrastructure capacity. Such projected financial and operational information constitutes forward-looking information, and is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. The projections, estimates and targets in this Presentation are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Aperture's and Atlantic's control. See "Forward-Looking Statements" above. The assumptions and estimates underlying the projected, expected or target results are inherently uncertain and are subject to a wide variety of significant business, weather, economic, regulatory, competitive, technological, and other risks and uncertainties that could cause actual results to differ materially from those contained in such projections, estimates and targets. The inclusion of projections, estimates and targets in this Presentation should not be regarded as a representation by any person that the results reflected in such forecasts will be achieved. Important Information for Investors and Stockholders In connection with the Potential Business Combination, Aperture and Atlantic are expected to prepare a registration statement on Form S-4 (the "Registration Statement") to be filed with the SEC by Aperture, which will include preliminary and definitive proxy statements to be mailed to Aperture's shareholders in connection with Aperture's solicitation for proxies for the vote by Aperture's shareholders in connection with the Potential Business Combination and other matters as described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to Atlantic's shareholders in connection with the completion of the Potential Business Combination. After the Registration Statement has been filed and declared effective, Aperture will mail a definitive proxy statement/prospectus and other relevant documents to its shareholders as of the record date to be established for voting on the Potential Business Combination. Aperture will also file other documents regarding the Potential Business Combination with the SEC. This Presentation does not contain all of the information that should be considered concerning the Potential Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Potential Business Combination. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION. Aperture's shareholders and other interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto and, once available, the definitive proxy statement/prospectus, in connection with Aperture's solicitation of proxies for its
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.