APUR SEC filings, in plain English
Everything Aperture AC has filed with the SEC that we hold — 38 filings, newest first, 35 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Aperture AC filed an 8-K on September 4, 2026, disclosing employment and consulting agreements executed on September 3, 2026, with CEO Calvin Kung (base salary $7,000/month, $14,000 signing bonus) and CFO Daniel Zhao (consulting fee $3,000/month, $6,000 signing bonus). Both officers waived any claim to the trust account held for public shareholders. Why it matters: Investors should note that while these compensation arrangements establish sponsor costs, the explicit waiver of claims against the trust account protects the per-share redemption value of $10.06 from being diluted by officer payouts.
What changed: Schedule 13G beneficial ownership report. Per the filing text, Aperture AC’s management, sponsor, or board attributes no alterations to redemption deadlines, trust value, extensions, deal progress, or sponsor conduct. The excerpt serves exclusively as a periodic regulatory disclosure of shareholding status. Why it matters: According to the document, Highbridge Capital Management, LLC reported beneficial ownership, signaling continued institutional tracking of APUR throughout its searching phase. Because the excerpt contains no numeric figures, target company profiles, revenue forecasts, addressable market data, technology assessments, partnership structures, litigation matters, or executive appointments, it does not materially reshape redemption thresholds or extension voting dynamics beyond routine market surveillance. Investors must consult the complete Exhibit 99.1 to determine whether the filing reflects active position accumulation or passive index replication.(flagged for human review)
What changed: A Joint Filing Agreement (Exhibit A) attached to a Schedule 13G/A, executed by Harraden Circle Investments, LLC and Frederick V. Fortmiller, Jr. (identified as Managing Member), to coordinate beneficial ownership reporting for Aperture AC securities under the Securities Exchange Act of 1934. The excerpt documents a procedural coordination agreement dated August 14, 2026, authorizing the two parties to file a single Schedule 13G and any future amendments on mutual behalf pursuant to Rule 13d-1(k). The filing text contains no amended share counts, ownership percentages, acquisition dates, or transaction histories. Regarding the specified investor mechanics, the document makes no statements altering the redemption calendar, does not reference the trust account, does not propose or confirm an extension, discloses no business combination negotiations or target selection, and reports no sponsor personnel actions or conduct beyond standard regulatory compliance. Why it matters: For investors tracking redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, this submission operates as a routine compliance exhibit rather than an operational catalyst. The agreement confirms shared reporting obligations for APUR equity but provides no data that shifts the search status, modifies shareholder exit parameters, or advances merger timelines. No revenue projections, customer claims, market size estimates, technology disclosures, partnership announcements, or litigation details are present. The filing is strictly administrative, establishing joint disclosure authority without changing the underlying economics or strategic trajectory of the SPAC.
What changed: Schedule 13G beneficial ownership report. Polar Asset Management Partners Inc. filed this routine compliance exhibit to disclose its status as a beneficial owner of APUR shares. The provided excerpt does not specify share count, ownership percentage, acquisition date, or amendment history, so no quantifiable shift in institutional positioning or capital deployment is recorded. Why it matters: This regulatory submission triggers SEC disclosure requirements once an investor crosses the five-percent equity threshold, marking institutional market presence rather than SPAC-specific structural activity. Bearing on mechanics, the filing offers no indicators of intended redemption volume, trust account safeguarding actions, extension proposal timing, merger advancement status, or sponsor governance conduct. Regarding other substance, the document contains no claims about prospective customers, revenue models, addressable market size, acquisition strategy, proprietary technology, third-party partnerships, pending litigation, or executive personnel changes. Because the excerpt omits all numerical holdings data and transactional details, it does not alter established expectations for shareholder liquidity windows, trust distribution timelines, or business combination execution schedules.
What changed: Quarterly report (Form 10-Q) for the period ended June 30, 2026, the first such report since Aperture AC's IPO on May 22, 2026. The company consummated its IPO of 10,200,000 units at $10.00 per unit on May 22, 2026, depositing $102,255,000 into the trust account. As of June 30, 2026, trust assets are $102,611,899, equating to $10.06 per public share. No business combination has been identified or announced. The sponsor forfeited 55,479 Class B shares, and 443,836 Class B shares are no longer subject to forfeiture. The company recognized net income of $33,192 for the six-month period. Management has identified a material weakness in internal controls and expressed substantial doubt about going concern. Sponsor granted 778,000 founder shares to directors and officers, with 50,000 fully vested. Why it matters: This filing establishes the trust value per share ($10.06) and the 12-month deadline (May 22, 2027) for completing a business combination. It confirms the sponsor's reduced ownership (3,772,603 Class B shares outstanding). The going concern qualification and material weakness highlight execution risk. No redemption activity is reported, and there are no pending deals. The filing also discloses sponsor conduct, including forfeitures and share grants, which are relevant for assessing alignment.
What changed vs 2026-06-25deadline 2029-05-14 → 2027-05-22sponsor loan $228K → $238Kcombination deadline, sponsor loans outstanding, trust account +32 moved · 4 with no prior record of ours
- Combination deadline
- 2029-05-142027-05-22
- Sponsor loans outstanding
- $228K$238K
- Trust account
- not previously extracted$102.6M
- Redeemable shares
- not previously extracted10.2M
- Going-concern doubt
- stated · unchanged
- Mandate language
- we are focusing our search on lower middle market companies … · unchanged
SpacBrain reads this as 723 days earlier than the previous record.
The clause …“of the Public Shares if the Company is unable to complete the initial Business Combination by May 22, 2027, or such earlier liquidation date as the Company’s board of directors (the “Board”) may approve (the “Combination”…
SpacBrain reads this as the sponsor has advanced $10,000 more.
The clause …“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,”…
The clause “584,830 52,134 Deferred offering costs — 167,333 Cash and marketable securities held in Trust Account 102,611,899 — Total Assets $ 103,196,729 $ 219,467 Liabilities and Shareholders’ Equity (Deficit): Current liabilities: Accounts payable”…
The clause …“761,000 shares of Class A Ordinary Shares issued or outstanding, excluding 10,200,000 Class A Ordinary Shares subject to possible redemption. No Class A Ordinary Shares were issued or outstanding as of December 31, 2025. Class B”…
The clause …“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”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A routine compliance exhibit appended to a Schedule 13G filing, specifically comprising two Limited Powers of Attorney. Executed by Mizuho Financial Group, Inc., Mizuho Bank, Ltd., Mizuho Americas LLC, and Mizuho Securities USA LLC, these exhibits grant Takahiro Katsura and referenced executives the delegated authority to sign, execute, amend, and timely file Forms 13G and related submissions with the U.S. Securities and Exchange Commission regarding the institutions’ holdings and transactions in securities. The filing discloses no developments affecting APUR’s redemption deadline, trust account mechanics, extension procedures, target search progress, or sponsor conduct. Mizuho Financial Group, Inc., Mizuho Bank, Ltd., Mizuho Americas LLC, and Mizuho Securities USA LLC state only that they maintain a reporting obligation under Sections 13(d) and 13(g) of the Exchange Act. Neither the powers of attorney nor the exhibit schedules of subsidiaries reveal changes to ownership thresholds, trading activity, or any operational timeline for the SPAC. Why it matters: Because this document is strictly an administrative delegation of signing authority required to complete a regulatory disclosure, it provides zero signal regarding APUR’s capital preservation, investor redemption windows, conversion price adjustments, or business combination status. Institutional filers routinely attach such powers of attorney to satisfy SEC formatting rules, meaning this exhibit confirms procedural compliance rather than indicating any material shift in deal dynamics, trust value, or sponsor behavior.
What changed: Quarterly report (10-Q) for the period ended March 31, 2026, filed by Aperture AC, a blank-check company still searching for a target. The report covers the pre-IPO period (IPO closed May 22, 2026) and includes financial statements, MD&A, and disclosure of internal control weaknesses. IPO consummated after quarter end: $102.255M deposited into trust at $10.025 per share (not $10.06 as previously modeled). Sponsor forfeited 55,479 Class B shares. No business combination agreement has been entered. Management disclosed a material weakness in internal controls. The company had $22,691 cash and a $246,432 working capital deficit as of March 31, 2026, with substantial doubt about going concern. Why it matters: Investors should note the actual trust value per share ($10.025 vs. $10.06), the lack of any deal progress, the material weakness in controls, and the tight deadline of May 22, 2027. The SPAC is focusing on digital asset infrastructure targets but has not identified one.
What changed: SEC Form 4 insider ownership report for Aperture AC, documenting open-market equity dispositions filed by Goldman Sachs Group Inc and Goldman Sachs & Co. LLC, each identified as a 10% owner. As attested by Goldman Sachs Group Inc and Goldman Sachs & Co. LLC in this Form 4, Goldman Sachs Group Inc disposed of 1 share at $9.9 on 2026-06-15, retaining 1,057,644 shares afterward. Goldman Sachs & Co. LLC disposed of 22 shares at $9.9 on that same date, leaving 1,057,622 shares in position. A third line item in the report records a disposition of 25 shares at $9.9, resulting in a post-transaction holding of 1,057,597 shares. The filing contains no disclosure impacting the $10.06 trust/share value, the 2027-05-22 redemption deadline, extension votes, business combination progress, or sponsor conduct. Why it matters: Because the transactions execute at $9.9 per share against a reported trust value of $10.06 per share and involve negligible volume, they do not trigger redemption pressure, alter trust liquidity, or signal movement toward a merger or extension. The exhibit carries no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. As a routine secondary-market adjustment by a named institutional holder, it requires no calendar or dashboard action for redemption-tracking investors.
What changed: A routine compliance exhibit: SEC Form 3, an insider ownership report disclosing beneficial shareholdings in Aperture AC. The filing states that Goldman Sachs Group Inc. and Goldman Sachs & Co. LLC. each hold 1,057,597 shares indirectly, identifying themselves as 10% owners. The document discloses no purchases, sales, exercises, conversions, or transfers. Consequently, there is zero movement affecting the SPAC's redemption deadline tracking, the per-share trust metric ($10.06), extension triggers, business combination pipeline, or sponsor/guardian conduct. Why it matters: Beyond recording static indirect institutional positions, the document contains no claims regarding customer acquisition, revenue streams, addressable market size, corporate strategy, proprietary technology, partnership arrangements, active litigation, or management personnel changes. Because it registers only existing holdings without transactional activity or modified capital commitments, it does not shift investor redemption windows, alter trust distribution calculations, or indicate deal execution progress toward the 2027-05-22 deadline. Investors tracking cash preservation, extension voting, or sponsor alignment can treat this as administrative baseline reporting rather than a tactical catalyst.
What changed: Form 8-K Current Report (Item 8.01 Other Events and Item 9.01 Financial Statements and Exhibits) announcing the automatic corporate action to decouple APURU units into separately listed Class A ordinary shares and fractional rights. Per a press release dated June 9, 2026, authored and signed by CEO Calvin Kung, Aperture AC announced that its composite units (APURU) will cease trading on June 10, 2026. Commencing that date, the underlying Class A ordinary shares (ticker APUR, par value $0.0001 per share) and the attached rights (ticker APURR) will list and trade independently on the Nasdaq Capital Market. Management states each unit consisted of one Class A ordinary share and one right entitling the holder to receive one-fourth (1/4) of one Class A ordinary share upon consummation of an initial business combination. The filing emphasizes the separation is mandatory and automatic, requires no shareholder action, and warns that trades executed after market close on June 9 may fail to settle before the split, potentially depriving recent buyers of their associated rights. Why it matters: This event mechanically shifts the tradable instrument from composite units to distinct equity and derivative contracts, directly affecting liquidity routing, price discovery, and the exact security composition outstanding if public shareholders later exercise redemption or conversion rights ahead of a merger vote. The filing contains no updates regarding the May 22, 2027 liquidation deadline, trust account balance per share, extension proposals, target acquisition pipeline, or sponsor governance. Because no business combination has been identified and no trust-related disclosures are included, the submission primarily serves as a structural housekeeping notice that clarifies what instruments will remain active and exercisable while the company continues its SEARCHING status.
What changed: Routine compliance exhibit: a Joint Filing Agreement attached to a Schedule 13D beneficial ownership report. No mechanical shifts occur to the redemption calendar, trust accounting, extension triggers, or business combination trajectory. As of June 1, 2026, Aperture Sponsor LLC and Calvin Kung executed an agreement to jointly report beneficial ownership of Class A ordinary shares, $0.0001 par value, measured as of May 22, 2026. Each Party represents eligibility to utilize Schedule 13D, allocates responsibility for timely submissions and accuracy of self-reported data, retains liability for inaccuracies pertaining to the other Party that they know or should know, and designates Calvin Kung to sign all required Schedule 13D filings and amendments on behalf of both organizations. Why it matters: Because the attachment functions purely as an administrative coordination tool, it supplies no data on customer contracts, revenue streams, addressable markets, strategic pivots, technological developments, third-party partnerships, pending litigation, or executive appointments. The Parties themselves assert only filing logistics and accuracy responsibilities. Without an accompanying structured holder table, exact share quantities and percentage thresholds remain absent, meaning investors cannot quantify any shift in controlling stakes or sponsor dilution relative to outstanding public floats. While the agreement confirms continuous regulatory compliance and aligned reporting duties ahead of the active search phase, it neither alters trust distributions, redeems shares, finances a target, nor modifies sponsor conduct beyond standard SEC disclosure coordination. Accordingly, the filing introduces zero material adjustments to the redemption threshold, per-share trust calculation, or deadline schedule.
What changed: This document is a routine compliance exhibit, specifically an Exhibit A Joint Filing Agreement submitted alongside a Schedule 13G beneficial ownership report. No mechanics governing redemption deadlines, trust account distributions, extension windows, or deal progression have been altered or introduced. The filing merely formalizes that Harraden Circle Investments, LLC; Harraden Circle Investors GP, LP; Harraden Circle Investors GP, LLC; Harraden Circle Investors, LP; Harraden Circle Special Opportunities, LP; Harraden Circle Strategic Investments, LP; Harraden Circle Concentrated, LP; and Frederick V. Fortmiller, Jr. consent to file jointly under Rule 13d-1(k), with Fortmiller designated as the Managing Member and signing authority for each entity. Why it matters: Beyond verifying the administrative consolidation of reporting obligations, the document contains zero substantive claims regarding customers, revenue streams, target market size, corporate strategy, proprietary technology, partnership frameworks, active litigation, or executive personnel movements. Identifying how multiple Harraden vehicles aggregate their APUR equity positions remains operationally relevant for forecasting unified shareholder behavior should a business combination proposal surface before the search phase concludes, though no such timeline or catalyst is documented. All structural and administrative assertions are sourced directly from the joint filing agreement text dated May 29, 2026.
What changed: A Form 8-K current report accompanied by an audited balance sheet, confirming the consummation of the company's initial public offering (IPO) and private placement. Per Item 8.01 of the 8-K, Aperture AC closed its IPO on May 22, 2026, issuing 10,200,000 units at $10.00 each for $102,000,000 in gross proceeds, following a partial over-allotment exercise of 1,200,000 units. Concurrently, 311,000 private placement units were sold to the sponsor and underwriters for $3,110,000. $102,255,000 in combined proceeds was deposited into a U.S.-based trust account overseen by Continental Stock Transfer & Trust Company. The underwriters received a $1,530,000 cash fee and 450,000 representative shares. Total transaction costs reached $6,459,397. On the closing date, the sponsor surrendered 55,479 Class B founder shares. Management defined the Completion Window as ending May 22, 2027, establishing the trigger for automatic redemption and dissolution if unmet. Why it matters: This filing initiates the 12-month merger countdown, fixing the shareholder redemption calendar deadline at May 22, 2027. The audited balance sheet (Exhibit 99.1) places the trust account balance at $102,255,000, classifying the 10,200,000 public shares at a redemption value of $10.03 per share, while management's disclosures note the initially anticipated value is $10.025 per share. Auditor MaloneBailey, LLP issued a going concern warning, stating that the prescribed completion timeframe raises substantial doubt regarding the entity's viability. Note 1 discloses that no acquisition target has been identified and zero substantive negotiations have commenced. Governance terms include a capped administrative service contract of $2,083.33 per month payable to a sponsor affiliate, alongside a letter agreement where the sponsor waives redemption rights for founder shares and pledges to vote them in favor of any initial business combination. Each unit carries a Share Right converting to one-fourth of a public share upon deal close, which expires worthless absent a combination.
What changed: SEC Form 4 insider ownership report. Aperture Sponsor LLC and Chief Executive Officer Calvin Kung, each identified as a 10% owner, executed an open-market purchase of 223,000 shares at $10 per share on 2026-05-22, resulting in a post-transaction holding of exactly 223,000 shares for both entities. Why it matters: This disclosure documents sponsor and executive direct purchasing activity, which informs sponsor conduct and secondary-market capital commitment during the SEARCHING phase. It leaves the stated 2027-05-22 redemption deadline unaltered, introduces no trust account adjustments, triggers no extension voting protocols, and provides zero indication of business combination target progression. The filing contains no substantive assertions regarding customer acquisition, revenue streams, market sizing, strategic direction, technological capabilities, commercial partnerships, pending litigation, or operational milestones attributable to any named executive or company spokesperson. All cited figures and role attributions derive exclusively from the reporting persons’ regulatory submission.
What changed: Joint Filing Agreement for a Schedule 13G submission. Per the executed Joint Filing Agreement dated May 27, 2026, FEIS EQUITIES LLC and its Managing Member Lawrence M. Feis agree to jointly submit a Schedule 13G regarding Class A ordinary shares of Aperture AC. The document reports zero updates to redemption deadlines, trust share values, extension mechanisms, business combination deal progress, or sponsor conduct. Regarding other substantive areas, the filing text contains no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel; it presents solely an administrative compliance procedure. Why it matters: This exhibit is a routine regulatory filing under Rule 13d-1(k) of the Securities Exchange Act of 1934 that consolidates two affiliated parties’ beneficial ownership disclosures. Because it addresses only SEC reporting logistics and omits all operational, financial, or corporate action disclosures, it does not modify shareholder redemption windows, impact trust account distributions, signal an extended deadline, advance target acquisition talks, or reflect changes in sponsor behavior.
What changed: Form 8-K filed by Aperture AC to report the closing of its initial public offering and the entry into standard SPAC agreements (underwriting, trust, rights, registration, private placements, insider letter, indemnity, administrative services). The SPAC completed its IPO of 10,200,000 units at $10.00 per unit, generating gross proceeds of $102,000,000 (including partial over-allotment exercise). A total of $102,255,000 was placed in the trust account, equal to $10.025 per public share. The 12-month deadline to complete a business combination began on May 22, 2026, expiring May 22, 2027. The sponsor and insiders agreed to vote in favor of a business combination, not to redeem public shares, and to certain lock-up and forfeiture provisions. The representative received 450,000 shares. Private placement of 311,000 units at $10.00 to sponsor and underwriters also closed. Why it matters: Establishes the initial trust value per share ($10.025), the redemption deadline (May 22, 2027), and the sponsor's commitments. Investors can now track the SPAC's progress against a clear starting point. The trust value per share in the filing ($10.025) differs slightly from the user's assumed $10.06, which may reflect subsequent interest or adjustments.
What changed: This document is a statutory prospectus filed pursuant to Rule 424(b)(4) announcing an initial public offering of 9,000,000 units of Aperture AC, a Cayman Islands exempted blank check company formed to effect a business combination with one or more businesses. The filing establishes the baseline mechanics governing redemption deadlines, trust value, extension voting, and sponsor conduct ahead of any target selection or substantive discussions. Why it matters: This prospectus dictates the economic floor, dilution profile, and incentive alignment that will govern public capital survival and sponsor behavior before any deal emerges. The stated $10.025 per share trust benchmark sets the liquidation and redemption baseline, directly determining whether public funds persist through an extension cycle or evaporate if the 12-month completion window expires. The explicit 36-month maximum extension ceiling caps uncertainty but forces accelerated deal sourcing near month twelve.
What changed: A Schedule 13G beneficial ownership report for APUR filed by Space Summit Capital LLC. Space Summit Capital LLC states in the filing that it holds a beneficial ownership interest in APUR. The provided text contains no updated share counts, purchase prices, acquisition dates, or disclosures concerning redemptions, trust account balance changes, extension votes, or business combination progress tied to the May 22, 2027 deadline. Why it matters: The filing serves as a regulatory notification of an ownership stake but, according to its own text, does not outline voting agreements, tender strategies, or trust distribution mechanics. Because the excerpt omits the required Statement of Purpose, Source of Funds, and exact percentage or number of shares, it does not independently trigger redemption windows, alter the capital structure, or indicate sponsor activism or target pursuit beyond confirming an existing institutional position.
What changed: A Form 3 initial statement of beneficial ownership, classified as a routine insider ownership compliance exhibit for Aperture AC. The Form 3 submission records that neither Aperture Sponsor LLC nor Chief Executive Officer Kung Calvin, both identified in the filing as 10% owners, executed any non-derivative transactions or adjusted holdings during the reporting period. Because the document logs zero acquisitions, dispositions, or derivative exercises, the insider equity baseline remains static, preserving the current share distribution and maintaining standard capital alignment metrics ahead of potential shareholder votes on redemptions or extensions. Why it matters: Investors tracking trust mechanics and sponsor conduct can interpret this disclosure as confirmation that management has not altered its economic exposure since the filing date of 2026-05-20. The absence of reported sales removes near-term overhang concerns regarding insider liquidity events that could otherwise signal diminished conviction or trigger structural adjustments. As a regulatory artifact under accession number 0001213900-26-059714, the document contains no forward-looking commentary on target pursuit, customer pipelines, revenue trajectories, or technological milestones; all operational and valuation assumptions therefore remain at their prior stated levels.
What changed: A Form 3 insider ownership compliance report. The filing discloses zero non-derivative transactions or equity holdings for reporting person Daniel Hao Zhao (director, Chief Financial Officer). Accordingly, there are no adjustments to the redemption deadline (2027-05-22), the trust per-share value ($10.06), extension mechanics, or business combination status. The document contains no statements or data regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Why it matters: While mechanically neutral for redemption tracking and trust accounting, the submission confirms regulatory compliance for an executive officer who has not acquired, sold, or otherwise adjusted reportable equity during the covered window. For investors tracking sponsor alignment, capital deployment, or deal catalysts, a null Form 3 conveys no new insider commitments, dilution, or shifting incentives. The filing does not advance the SEARCHING phase or alter any contractual timelines.
What changed: A routine compliance exhibit—a Form 8-A for the registration of certain classes of securities pursuant to Section 12(b) of the Securities Exchange Act of 1934—registering units, Class A ordinary shares, and fractional rights for listing on The Nasdaq Capital Market. Chief Executive Officer Calvin Kung executed this filing on May 20, 2026, to formally register the SPAC’s public capital structure with the SEC. Why it matters: For investors tracking structural cadence, this listing registration confirms the exact instrument taxonomy that Nasdaq will clear and settle prior to any target announcement, which directly impacts how exit liquidity routes and how post-deal ownership is calculated. Because the rights conversion ratio is explicitly fixed at 'one-fourth (1/4)' per right upon consummation, sponsors and shareholders have a definitive baseline for modeling diluted equity post-business combination.
What changed: A Form 3 insider ownership report (routine compliance exhibit) filed with the SEC for Aperture AC, documenting the beneficial ownership status of director Pettus Song Wang. The Form 3 submission explicitly attributes zero non-derivative transactions or holdings to Pettus Song Wang. Consequently, there are no alterations to the trust value ($10.06 per share), the redemption deadline (2027-05-22), the SEARCHING status, or any sponsor and director conduct impacting redemptions, extensions, or deal progression. Why it matters: For investors tracking the redemption calendar and trust mechanics, this zero-reporting establishes a static baseline during the search phase. Because the filing attributes no equity movement to the director, it does not introduce near-term pressure on the $10.06 trust balance or shift the 2027-05-22 timeline. The document contains no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Its sole operational significance is confirming that insider alignment remains unchanged as of the 2026-05-20 filing date, meaning any future changes to the trust math, extension requests, or business combination votes will stem from corporate filings rather than recent executive trading.
What changed: SEC Form 3, an insider ownership report and routine compliance exhibit. The filing discloses zero non-derivative transactions or holdings for reporting person Tan Zhen. There are no adjustments to insider equity positions, no alterations to trust account flow mechanics, no updates affecting redemption window countdowns, no triggers for extension vote procedures, and no new information regarding target acquisition progress or sponsor conduct. Why it matters: Because the submission reports no activity, it contains no assertions regarding customer bases, revenue figures, market sizing, strategic pivots, technology development, partnership formations, litigation exposure, or personnel changes. All statements originate exclusively from the regulator-formatted filing itself, which identifies the reporting director and records the 2026-05-20 submission date. For investors tracking the SEARCHING phase and the 2027-05-22 deadline, this routine compliance document confirms static insider positions without modifying liquidity assumptions, trust value preservation protocols, or initial business combination expectations.
What changed: A Form 3 initial statement of beneficial ownership reporting insider equity positions for director Thomas Elliott Friend. The filing attributes zero non-derivative transactions or holdings to Mr. Friend regarding Aperture AC. It contains no modifications to the redemption framework ($10.06 per share held in trust), the 2027-05-22 termination deadline, active business combination efforts, or sponsor conduct. The issuer has not announced any extension, target acquisition, or alteration to shareholder redemptions. Why it matters: Investors tracking capital deployment and sponsor alignment should note that Mr. Friend reports no direct public share ownership. During the searching phase, this aligns with typical pre-deal SPAC structures where management retains private warrants or deferred compensation rather than registering public stock. Tracking subsequent insider filings against the $10.06 trust metric and the 2027-05-22 deadline will remain necessary to assess when and how sponsor interests convert into operational stakes relative to any future merger timeline.
What changed: A Securities Act Rule 461 acceleration request letter submitted by IB Capital LLC Principal Dan Thayer to accelerate the effective date of Aperture AC’s Form S-1 registration statement (File No. 333-291583). The filing requests SEC declaration of the registration statement as effective at 5:00 p.m. Eastern Time on May 14, 2026. Underwriter IB Capital LLC advises it has distributed preliminary prospectus copies and will continue to comply with Rule 15c2-8. The correspondence contains no amendments to redemption windows, trust account mechanics, extension triggers, or sponsor conduct. Why it matters: This is a standard administrative coordination step under Rules 461 and 460 that advances the SPAC toward public pricing but does not modify investor rights or the sponsor’s search mandate. For market participants tracking the offering timeline, the requested effective date of May 14, 2026 establishes the anticipated launch window for subscription and allocation. Because the correspondence solely confirms regulatory timing and preliminary prospectus distribution, it does not alter redemption calendars, change trust account valuation protocols, or signal target acquisition progress.
What changed: A Securities and Exchange Commission correspondence (CORRESP) formally requesting acceleration of effectiveness for Aperture AC’s initial registration statement on Form S-1. Pursuant to the May 12, 2026 letter authored and signed by Chief Executive Officer Calvin Kung, the filing reports no modifications to the redemption deadline of 2027-05-22 or the stated trust value per share of $10.06. The only mechanical update is a request under Rule 461 of the Securities Act of 1933 to advance the registration statement’s effectiveness to 5:00 p.m. Why it matters: This procedural acceleration indicates management’s intent to obtain faster regulatory clearance, but because the entity remains in a SEARCHING status, the correspondence does not trigger a business combination vote, modify redemption windows, or amend extension provisions. The filing contains no substantive operational or financial disclosures: there are no claims regarding customers, revenue, market size, corporate strategy, technology, partnerships, ongoing litigation, or leadership turnover beyond the attribution of Mr. Kung’s signature.
What changed: A corporate correspondence (CORRESP) responding to an SEC Division of Corporation Finance comment letter regarding Aperture AC’s Amendment No. 3 to the Form S-1 registration statement. This filing is a Company Response to an SEC comment letter regarding the April 23, 2026 amendment to the registration statement. CEO Calvin Kung states the Company has increased the funds deposited into the trust account so the pro rata redemption price will be approximately $10.025 per public share, excluding any interest or income earned. Why it matters: The revision recalibrates the baseline distribution mechanics by raising the disclosed pro rata redemption expectation to approximately $10.025 per share (without interest), which will directly dictate cash-out values for investors exercising redemption rights at the business combination vote or during any subsequent liquidation window.
What changed: Amendment No. 4 to Form S-1 registration statement for Aperture AC's initial public offering: 9,000,000 units at $10.00/unit, each unit consisting of one Class A ordinary share and one right to receive one-fourth of a Class A share on completion of a business combination, plus underwriters' over-allotment option for 1,350,000 additional units. The filing also includes final-form exhibits such as the underwriting agreement, amended charter, trust agreement, share rights agreement, registration rights agreement, and private placement purchase agreements. This is the fourth S-1 amendment and the registration statement is still preliminary/not yet effective. It updates the financial statement date and related audit report dates, refiles a complete preliminary prospectus, adds certain exhibits, and includes a filing fee table adding 1,552,500 Class A ordinary shares underlying Share Rights at $10.00/share, with a net additional fee of $2,144. The filing states the company still has not selected any business combination target and no one has initiated substantive discussions with any target. Why it matters: The filing establishes the SPAC's IPO trust and redemption framework: approximately $90,225,000 (or $103,758,750 if the over-allotment option is fully exercised) would be deposited in trust, with an initially anticipated redemption price of approximately $10.025 per public share; the completion window is 12 months from the closing of the IPO, with no absolute deadline stated in the document; public shareholders get redemption rights in connection with a business combination or extension, subject to a 15% aggregate redemption cap if shareholder approval is sought; sponsor and insiders waive redemption and liquidation rights on founder shares and private placement units; and up to $1,500,000 of working capital loans may convert into private placement units. It also discloses digital-asset-infrastructure acquisition focus, management including CEO Calvin Kung and CFO Daniel Zhao, going-concern doubt as of December 31, 2025 ($44,390 cash and $205,605 working capital deficit), and prior SPAC experience in which Finnovate experienced roughly 99% public redemptions at its de-SPAC closing.
What changed: This filing is a comment letter from the SEC Division of Corporation Finance, Office of Real Estate & Construction, dated April 29, 2026, addressed to Calvin Kung, Chief Executive Officer of Aperture AC, responding to Amendment No. 3 to Form S-1 filed April 23, 2026 (File No. 333-291583). The SEC Staff requested that Aperture AC clarify page 69 of Amendment No. 3 regarding the nature of 'certain circumstances' where the per share redemption price could be below $10 per share. The upload contains no revised prospectus language, updated financial statements, or operational disclosures. Why it matters: This comment directly targets the mechanics governing shareholder redemptions and trust accounting disclosures. By asking for clarification on scenarios where the redemption price could fall below $10 per share, the SEC Staff is scrutinizing how Aperture AC defines minimum liquidation value relative to actual trust distributions. The letter explicitly invokes Rules 460 and 461 regarding requests for acceleration, indicating that the SEC will not clear any effective date until this disclosure gap is resolved. Until Aperture AC files a response or a corrected Amendment No.
What changed: Registration statement (Amendment No. 3 to Form S-1) for the initial public offering of Aperture AC, a blank check company searching for a business combination target. Filed Amendment No. 3 to the S-1 registration statement, including updated audited financial statements as of December 31, 2025, a going concern qualification, and a final prospectus with terms of the IPO: 9,000,000 units at $10.00 per unit, $90,000,000 trust, 12-month completion window (15 months if definitive agreement signed within 12 months), no redemption rights for extension, sponsor held 3,828,082 founder shares (up to 499,315 forfeitable), private placement of 267,500 units, and various agreements (underwriting, trust, rights, registration). Why it matters: This filing is the registration statement for the SPAC's IPO, providing all material terms for investors. Key items: trust per share $10.00, deadline 12 months from closing, no specified maximum redemption threshold, sponsor shares at nominal price causing potential dilution, and the company has a going concern issue. The filing also discloses the digital asset industry focus and management's experience.
What changed: A Securities and Exchange Commission correspondence (CORRESP) transmitting the registrant’s written replies to a Division of Corporation Finance comment letter, filed alongside contemporaneous Amendment No. 3 to a Form S-1 registration statement. At the direction of the SEC Staff, Aperture AC updated its investment management trust agreement and rewrote disclosure across the cover page and pages 1, 11, 22, 31, 32, 37, 44, 46, 48, 49, 54, 69, 91, 97, 103, 114, 123, 127, 128, 130, 133, 153, 157, 158, and 166. Why it matters: Resolving these drafting conflicts is a prerequisite for SEC effectiveness, which directly governs when the SPAC may advance toward a business combination or face mandatory liquidation. By contractually restricting tax-related trust distributions to interest earnings, the registrant safeguards the principal balance, protecting the $10.06 per-share redemption value from being drawn down for operational expenses.
What changed: SEC Division of Corporation Finance comment letter directed to Aperture AC Chief Executive Officer Calvin Kung, reviewing the company’s Amended Registration Statement on Form S-1/A filed April 06, 2026 (File No. 333-291583). The SEC staff identified two disclosure inconsistencies requiring amendment. Why it matters: Reconciling the 15-month versus 18-month completion window dictates whether Aperture AC must secure formal extensions or face mandatory redemptions ahead of its established deadline. Clarifying the tax withdrawal provision preserves the principal capital retained in trust, directly protecting the net amount available to shareholders who exercise redemption rights.
What changed: Amendment No. 2 to Form S-1 registration statement for Aperture AC's initial public offering of 9,000,000 units at $10.00 per unit. This is a blank check company IPO prospectus filed to register securities for sale. This amendment updates the registration statement with audited financial statements for the period from inception (September 10, 2025) through December 31, 2025, including an audit report with a going concern explanatory paragraph, and updates the prospectus with current disclosure on the sponsor, management, business strategy (digital asset infrastructure), trust mechanics ($10.00 per share), and dilution tables. It also includes updated consent of independent auditor and XBRL exhibits. No business combination target has been identified or substantive discussions initiated. Why it matters: The filing moves the SPAC toward effectiveness of its IPO, after which the 15-month completion window (through approximately mid-2027) will begin. For investors tracking redemption deadlines and trust value, no changes to trust per-share amount ($10.00) or extension provisions have occurred. The SPAC remains in searching status with no deal progress. Sponsor conduct terms (founder shares at $0.007, private placement units, monthly fees) are unchanged. The updated financials show a working capital deficit and going concern uncertainty, highlighting the need for IPO proceeds to fund operations and search activities.
What changed: Amendment No. 1 to Form S-1 Registration Statement for Aperture AC, a blank check company (SPAC) seeking to raise $90 million in its initial public offering. The document is a routine compliance filing that updates the prospectus to make it a 'preliminary prospectus' dated January 30, 2026, and to include the underwriters and other final terms. This is Amendment No. 1. The registration statement is now declared effective on January 30, 2026. The document now appears as a preliminary prospectus (subject to completion) dated January 30, 2026. The underwriters are identified as IB Capital LLC, EarlyBirdCapital, Inc., and I-Bankers Securities, Inc. The public offering is set at 9,000,000 units at $10.00 per unit (with a 30-day over-allotment option for up to an additional 1,350,000 units). The trust amount is $90,000,000, or $103,500,000 if the over-allotment is fully exercised. The document now includes 250,000 representative shares to the underwriters. Sponsor and underwriter private placement purchases are finalized: sponsor (Aperture Sponsor LLC) buys 260,000 private placement units (273,500 if over-allotment), underwriters buy 45,000 units (51,750 if over-allotment), each at $10.00 per unit. The document finalizes the trust/share at $10.06 and the deadline for a business combination is 18 months from the closing, i.e., approximately May 22, 2027 (if closed in late November 2025). The S-1 now includes a filed underwriting agreement, form of amended and restated memorandum and articles, and other exhibits. Why it matters: This filing sets the final terms of the SPAC's IPO and activates the trust account. For investors tracking this SPAC, the trust is now funded at $10.06 per share, meaning redemptions will be at that level. The 18-month deadline to find a deal runs from the closing date. The filing confirms that Calvin Kung, CEO of the sponsor, has a prior SPAC track record (Finnovate) that saw 99% redemptions. The document makes clear that the target focus is digital assets infrastructure. The sponsor and officers hold 27% of shares post-offering. The document also includes a going concern qualification in the audit report, which is standard for early-stage SPACs. The material changes from the initial filing include the finalization of the underwriters, pricing, and the trust amount.
What changed: Registration Statement on Form S-1 (preliminary prospectus) for an initial public offering of units by Aperture AC, a blank check company seeking to acquire a business in the digital assets industry. Initial S-1 filing; no prior public filing. Establishes the proposed IPO: 9,000,000 units at $10.00 per unit, each consisting of one Class A ordinary share and one right to receive one-tenth of a Class A ordinary share upon business combination. Trust account funded with $90,000,000 ($10.00 per unit). Sponsor purchased 3,828,082 founder shares for $25,000 ($0.007 per share). Sponsor and underwriters committed to purchase 305,000 private placement units at $10.00 per unit ($3,050,000 aggregate). Deadline for business combination is 18 months from closing of the offering (estimated May 2027). Focus on digital assets infrastructure targets. Management team includes Calvin Kung (CEO, previously CEO of Finnovate Acquisition Corp.) and Daniel Zhao (CFO). Extensive risks and conflicts of interest disclosed. Why it matters: This filing launches the SPAC's public offering, providing the first detailed disclosure of its terms, target strategy, sponsor economics, and potential conflicts. Investors evaluating the IPO should review the trust value ($10.00 per share), redemption mechanics, dilution from founder shares, and the 18-month deadline. The filing also reveals a prior SPAC (Finnovate) where 99% of shares were redeemed, which may inform sponsor conduct.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.