Aperture AC and Atlantic HPC agree to SPAC merger deal

Aperture AC (NASDAQ: APUR), a special purpose acquisition company, and Atlantic HPC Group Inc. announced a definitive business combination agreement that would result in Atlantic becoming a publicly listed company.

Under the terms of the agreement, Aperture will acquire Atlantic at a pre-money equity value of $150 million, with each share valued at $10.00. Aperture will issue 15,000,000 shares of Class A common stock to Atlantic's current stockholders. Atlantic stockholders may also receive up to 6,000,000 additional earnout shares contingent on operational and share price milestones.

The combined company intends to trade on Nasdaq under the ticker symbol "AHPC" and is expected to be renamed Atlantic HPC Corp. The transaction is expected to close in the first quarter of 2027, subject to shareholder, regulatory, and exchange approvals. Prior to closing, Aperture plans to re-domicile from the Cayman Islands to Delaware.

The transaction is expected to provide up to $102 million in gross proceeds from Aperture's trust account, assuming no redemptions by public shareholders and before transaction expenses. Atlantic stockholders are expected to roll 100% of their equity into the combined company.

Atlantic, founded in 2024 and headquartered in Irvine, California, develops and operates bitcoin mining and computing facilities in Oklahoma, Arkansas, and Ohio. The company reported unaudited fiscal year 2026 revenue of $28.6 million and EBITDA of $4.4 million, with 303 bitcoin mined during the period. Atlantic reported a total development pipeline of 121 megawatts across six sites, with 51 megawatts currently operational.

Atlantic CFO Benson Liu said the public listing is expected to support the company's ability to scale through "increased financial flexibility." Aperture CEO Calvin Kung cited Atlantic's existing infrastructure and development pipeline as key factors in pursuing the combination.

The boards of both companies have unanimously approved the transaction. Hunter Taubman Fischer & Li LLC is serving as legal advisor to Atlantic, and Ellenoff Grossman & Schole LLP is advising Aperture.

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