Aperture AC agreed to combine with Atlantic HPC Group in a transaction valuing Atlantic shares at $150,000,000, with each share valued at $10.00. Investors would also face milestone-based dilution, as Atlantic stockholders could receive up to 6,000,000 additional shares if Lease and stock-price conditions are met.

Key Highlights

  • Atlantic stockholders would receive SPAC common stock representing an aggregate value of $150,000,000, with each share valued at $10.00.
  • Up to 3,000,000 earnout shares depend on a binding seven-year lease for the data center’s five-megawatt Phase I capacity.
  • Another 3,000,000 earnout shares depend on three-month average share-price thresholds of $12.50 and $15.00.

Aperture AC (NASDAQ: APUR) agreed to combine with Atlantic HPC Group in a transaction that assigns Atlantic’s outstanding shares an aggregate value of $150,000,000, with each SPAC share valued at $10.00. Atlantic would become a Wholly Owned Subsidiary of Aperture after the merger, subject to the agreement’s conditions.

$150M Share Exchange Structure

The Business combination agreement is dated September 10, 2026, and the parties issued their announcement on September 11, 2026. Before closing, Aperture is expected to move its corporate domicile from the Cayman Islands to Delaware. AP Ocean Merger Sub, a wholly owned Aperture subsidiary, would merge into Atlantic, with Atlantic surviving. Shares of Atlantic common stock outstanding immediately before the merger would be cancelled in exchange for the right to receive Aperture common stock representing the stated aggregate value. Aperture is expected to adopt the name Atlantic HPC Corp. when the proposed combination closes. The agreement also identifies Aperture Sponsor LLC as representative for Aperture shareholders and AHPC Holding LLC as representative for Atlantic stockholders.

Earnout Tied to Lease and Share Price

A further 1,500,000 shares would become available if the combined company’s common stock records a volume-weighted average price of at least $12.50 per share over any three consecutive calendar months. The final 1,500,000 shares would be tied to a corresponding threshold of $15.00 per share. The transaction remains subject to the agreement’s terms and conditions.