Form 8-K

8-K — Aperture AC

Accession: 0001213900-26-104880

Filed: 2026-09-30

Period: 2026-09-30

CIK: 0002093524

SIC: 6770 (BLANK CHECKS)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0307166-8k425_aperture.htm (Primary)

EX-99.1 — PRESS RELEASE, DATED SEPTEMBER 30, 2026 (ea030716601ex99-1.htm)

EX-99.2 — INVESTOR PRESENTATION, DATED SEPTEMBER 30, 2026 (ea030716601ex99-2.htm)

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8-K — CURRENT REPORT

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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): September 30, 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. 5th

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

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 7.01 Regulation FD Disclosure.

On September 30, 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 the Tennessee Acquisition (as defined below), which is further described in Item 8.01 of this Current Report on Form 8-K (“Current

Report”).

Aperture is also furnishing

in this Current Report a presentation (the “Investor Presentation”) to be used by Aperture and Atlantic with

respect to the business combination (the “Proposed Business Combination”) among Atlantic, Aperture and AP Ocean

Merger Sub, Inc., a wholly-owned subsidiary of Aperture. 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 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.

Item 8.01 Other Events.

On September 23,

2026, Atlantic completed its acquisition of 100% of the membership interests of Valley Oasis Development LLC (“Valley

Oasis”), a Dyersburg, Tennessee-based entity that holds two power contracts with Dyersburg Electric System for 29 MW of

aggregate contract demand and a one-acre land lease at 1 Bekaert Drive, Dyersburg, Tennessee (the “Tennessee Acquisition”).

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 (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 Press Release 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 press release is

not incorporated by reference into, and is not a part of, this press release.

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 press release 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 press release 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. 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 the development, energization, capacity, cost and timing of the Dyersburg, Tennessee site;

the anticipated benefits of the Valley Oasis acquisition; 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: the risk that Atlantic may not be able to complete utility construction or fully fund the

[utility construction costs and/or complete substation transformer upgrades at Atlantic’s sole cost to serve the full 29 MW contract

demand at the Dyersburg, Tennessee site; the availability, cost and timing of permits and other development approvals for the site; the

site lease covers approximately one acre and expires in March 2036 without an option to extend, and additional acreage that Atlantic may

require has not been secured and may not be secured on acceptable terms or at all; changes in utility rules and applicable TVA rate schedules;

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 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 press release. 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 press release. Accordingly, undue reliance should not be placed upon the forward-looking

statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release, dated September 30, 2026.

99.2

Investor Presentation, dated September 30, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: September 30, 2026

EX-99.1 — PRESS RELEASE, DATED SEPTEMBER 30, 2026

EX-99.1

Filename: ea030716601ex99-1.htm · Sequence: 2

Exhibit 99.1

Atlantic HPC Group Inc Acquires Valley Oasis Development LLC, Adding

29 MW of Contracted Power to Platform

IMAGE OMITTED

-Dyersburg, Tennessee-based entity holds utility power contracts

for 29 MW of aggregate contract demand and a 1-acre land lease

-Location

is substation-adjacent with heavy-industrial zoning

suitable for bitcoin mining and high-density AI compute deployments

-Served by Dyersburg Electric System, a Tennessee Valley Authority

local power company, under standard industrial rate schedules with firm and interruptible service options

-Brings Atlantic’s total utility-approved capacity to 127

MW, of which 76 MW is under development, across facilities in Oklahoma, Arkansas, Ohio and Tennessee

Dyersburg, TN; Irvine and Los Angeles, CA, Sept. 30, 2026 (GLOBE NEWSWIRE)

-- Aperture AC (NASDAQ: APUR), a special purpose acquisition company (“Aperture”), and Atlantic HPC Group Inc. (the “Company”

or “Atlantic”), a U.S.-based digital infrastructure company that develops and operates power-intensive bitcoin mining and

computing facilities across Oklahoma, Arkansas and Ohio, today announced that Atlantic completed, on September 23, 2026, its acquisition

of 100% of the membership interests of Valley Oasis Development LLC (“Valley Oasis” or the “Property”), a Dyersburg,

Tennessee-based entity that holds two power contracts with Dyersburg Electric System for 29 MW of aggregate contract demand and a one-acre

land lease at 1 Bekaert Drive, Dyersburg, Tennessee.

Located approximately 86 miles from Memphis, Tennessee, the Property

is substation-adjacent with heavy-industrial zoning suitable for bitcoin mining and high-density AI compute deployments. The power contracts,

each dated September 3, 2026, provide for contract demand of 14.5 MW each, with service under Dyersburg Electric System’s standard

industrial rate schedules. Approximately 14.5 MW can be served on existing utility infrastructure following completion of utility construction,

which is subject to Atlantic’s funding utility construction costs. The remaining 14.5 MW requires transformer upgrades. The acquisition

brings Atlantic’s total utility-approved capacity to 127 MW across facilities in Oklahoma, Arkansas, Ohio and, through the Valley

Oasis acquisition, Tennessee. Utility-approved capacity refers to capacity under executed power supply or interconnection agreements for

a specified capacity. It does not mean the utility has approved delivery of that capacity or that the capacity is energized.

“This acquisition marks a significant increase to our utility-approved

capacity and demonstrates our willingness and ability to grow our footprint through selective strategic acquisitions. We believe this

is an exceptional property that benefits from a substation-adjacent location, heavy-industrial zoning and access to TVA-supplied power

under standard industrial rate schedules,” said Atlantic CFO Benson Liu.

“We are excited to see Atlantic grow its footprint through selective

acquisitions. This Tennessee asset is a strong addition to Atlantic’s portfolio and fits the Company’s strategy of securing

power first, and then building out compute and customers. In a grid-constrained environment, a larger portfolio of utility-approved capacity

is a competitive advantage. We see this as a positive development as we work toward our Business Combination,” said Aperture Chief

Executive Officer Calvin Kung.

Atlantic seeks to support growing demand for computation by developing

efficient high-performance computing infrastructure, which it intends to deploy with a capital and resource-efficient powered shell leasing

strategy.

About Atlantic HPC Group Inc.

Founded in 2024 and headquartered in Irvine, CA, Atlantic is a U.S.-based

digital infrastructure company that develops and operates power-intensive bitcoin mining and computing facilities across Oklahoma, Arkansas,

Ohio and, following the Valley Oasis acquisition, Tennessee. Atlantic is currently primarily engaged in cryptocurrency mining operations,

including self-mining and cryptocurrency mining colocation services, and substantially all of Atlantic’s revenue to date has been

generated from bitcoin mining. Building on its expertise in power procurement and high-performance operations, Atlantic is expanding into

AI infrastructure through its Ohio AI Campus, for which utility-approved power capacity has been contracted, subject to the approved usage

terms of the applicable utility agreements and additional infrastructure upgrades required prior to full commercial operation. For more

information, visit https://ahpc.com/.

About Aperture AC

Aperture AC (NASDAQ: APUR) is a blank check company formed for the

purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination

with one or more businesses with a focus on identifying and acquiring companies in the digital asset industry. For additional information,

please visit https://apertureac.com/.

Additional Information and Where to Find It

This press release is provided for information purposes only and contains

information with respect to a business combination (the “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 (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 Press Release 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 press release is not incorporated by reference

into, and is not a part of, this press release.

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 press release 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 press release 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,

statements regarding the development, energization, capacity, cost and timing of the Dyersburg, Tennessee site; the anticipated benefits

of the Valley Oasis acquisition; 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: the risk that Atlantic may not be able to complete utility construction or fully fund the [utility construction

costs and/or complete substation transformer upgrades at Atlantic’s sole cost to serve the full 29 MW contract demand at the Dyersburg,

Tennessee site; the availability, cost and timing of permits and other development approvals for the site; the site lease covers approximately

one acre and expires in March 2036 without an option to extend, and additional acreage that Atlantic may require has not been secured

and may not be secured on acceptable terms or at all; changes in utility rules and applicable TVA rate schedules; 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 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