Aperture AC Announces Business Combination with Atlantic HPC Group

What Happened
Aperture AC (APUR) announced on September 11, 2026 (press release) that it entered into a Business Combination Agreement dated September 10, 2026 to combine with Atlantic HPC Group Inc. Prior to closing, Aperture will de-register in the Cayman Islands and re-domicile as a Delaware corporation. After domestication, Aperture’s wholly owned Merger Sub will merge into Atlantic, with Atlantic surviving as a wholly owned subsidiary and Atlantic’s shareholders receiving SPAC common stock with an aggregate value of $150,000,000 (shares valued at $10.00 each). Upon closing, the combined company is expected to be renamed “Atlantic HPC Corp.” An investor presentation related to the transaction was also furnished.

Key Details

• Business Combination Agreement dated: September 10, 2026; press release dated September 11, 2026.
• Consideration: Atlantic shareholders receive SPAC stock with aggregate value of $150,000,000 (implies 15,000,000 shares at $10.00 per share).
• Earnout: up to 6,000,000 additional SPAC shares contingent on milestones:
  • 3,000,000 shares upon execution of a binding, arm’s-length lease for Phase I (5 MW) with a non-affiliated tenant and an initial non-cancelable term of at least 7 years;
  • 1,500,000 shares if the combined company’s VWAP ≥ $12.50 over any 3 consecutive months;
  • 1,500,000 shares if VWAP ≥ $15.00 over any 3 consecutive months.
• Corporate actions: domestication from Cayman Islands to Delaware prior to closing; Merger Sub named AP Ocean Merger Sub, Inc.; combined company expected to be renamed “Atlantic HPC Corp.”

Why It Matters
This transaction is a SPAC business combination that would bring Atlantic HPC Group public through Aperture AC and convert Atlantic into a wholly owned subsidiary of the combined public company. The deal fixes the base equity consideration at $150M and creates potential additional dilution up to 6M shares tied to operational (lease) and market (share price) milestones. Investors should note the re-domiciliation to Delaware and the renaming of the public company; closing remains subject to the conditions in the Business Combination Agreement. The filing includes a press release and investor presentation but does not disclose additional financial results or timing for closing.