Aperture AC Announces Merger with Atlantic HPC for $150M in Stock

What Happened
Aperture AC (the SPAC) announced on September 10, 2026 (filed 8-K on Sept. 16, 2026) that it entered into a Business Combination Agreement to acquire Atlantic HPC Group Inc. The deal calls for Aperture to re-domicile from the Cayman Islands to Delaware, then have its wholly owned merger sub merge into Atlantic (Atlantic survives as a subsidiary). The Company Stockholders will receive SPAC common stock with an aggregate value of $150,000,000 (shares valued at $10.00 each) as the base merger consideration. The agreement also provides for up to 6,000,000 additional “Earnout Shares” based on a lease milestone or future SPAC share price targets over a five‑year earnout period.

Key Details

• Agreement date: September 10, 2026; Outside Date for closing: May 22, 2027 (can be extended if SPAC shareholders approve an extension).
• Base consideration: $150,000,000 of SPAC common stock (at $10.00/share).
• Earnout: up to 6,000,000 additional SPAC shares — 3,000,000 for a 7‑year, non‑cancelable lease of Phase I (5 MW) to a non‑affiliate tenant; 1,500,000 shares if 3‑month VWAP ≥ $12.50; additional 1,500,000 if 3‑month VWAP ≥ $15.00. VWAP tests begin in the third full calendar month after closing and require minimum public float and average daily volume (2,000,000 shares float and 50,000 avg. daily volume). Earnout shares, once issued, are not subject to clawback.
• Governance & mechanics: Aperture will domesticate to Delaware; post‑closing board to have five members (one SPAC/Sponsor designee; four company designees, at least two independent). SPAC will file a Form S‑4 and hold shareholder votes (public holders can redeem).
• Other material points: reps and warranties generally do not survive the closing (no post‑closing indemnification for breaches); Company will fund SPAC expenses during the interim and may loan up to $1,000,000 to SPAC pre‑closing; Company and Seller waived claims to SPAC trust account funds.

Why It Matters
This 8‑K signals a definitive deal that would turn Atlantic into a publicly listed business via Aperture’s SPAC vehicle, with $150M of stock consideration and significant contingent upside tied to a large customer lease or future market valuation. Investors should note the transaction structure (domestication to Delaware, stock-based consideration, earnout mechanics), the voting and redemption process to come in the S‑4/proxy, key closing conditions (including listing approval and shareholder approvals), and important protections/limits such as the lack of surviving reps/warranties and the trust‑account waiver. Retail shareholders should read the forthcoming S‑4/proxy for full details, voting deadlines, and redemption procedures before making investment or voting decisions.