Aperture AC agreed to issue $150,000,000 of SPAC common stock, valued at $10.00 per share, to Atlantic HPC Group stockholders in a Business combination. Investors also have a defined structure for up to 6,000,000 additional shares tied to a qualifying data-center Lease or specified share-price milestones.

Key Highlights

  • The transaction includes $150,000,000 of SPAC common stock consideration, with each share valued at $10.00.
  • Atlantic HPC Group stockholders are eligible for an earnout of up to an additional 6,000,000 SPAC common shares.
  • The earnout tests require at least 2,000,000 publicly held SPAC shares and average daily trading Volume of at least 50,000 shares.

Aperture AC (NASDAQ: APUR) agreed to combine with Atlantic HPC Group in a transaction carrying $150,000,000 of SPAC common stock consideration, with each share valued at $10.00. The agreement would make Atlantic HPC Group a Wholly Owned Subsidiary of Aperture AC after the merger. Before closing, Aperture AC is to re-domicile from the Cayman Islands to Delaware.

Earnout Terms Set Additional Share Conditions

Atlantic HPC Group stockholders are eligible for their pro rata portion of the base consideration, alongside an earnout of up to an additional 6,000,000 SPAC common shares. Testing begins monthly with the third full calendar month after closing, provided the public float held by non-affiliates reaches at least 2,000,000 shares and average daily trading volume reaches at least 50,000 shares. Earnout shares, once issued, are not subject to clawback or forfeiture.