Aperture AC Announces $150 Million Merger with Atlantic HPC Group

Aperture AC, a Cayman Islands exempted company, entered into a definitive Business Combination Agreement on September 10, 2026, with Atlantic HPC Group Inc., a Delaware corporation. The agreement outlines the terms for the acquisition of Atlantic HPC Group by Aperture AC, which will result in the target company becoming a wholly owned subsidiary of the SPAC.

Under the terms of the agreement, Aperture AC will first de-register from the Cayman Islands and re-domicile as a Delaware corporation. Following this domestication, a wholly owned subsidiary of Aperture AC will merge with Atlantic HPC Group, with the target company continuing as the surviving entity.

The merger consideration is valued at $150,000,000, with each share of the resulting common stock priced at $10.00. This amount will be paid to the stockholders of Atlantic HPC Group in the form of shares of Aperture AC common stock. Additionally, the agreement includes an earnout provision. Stockholders may receive up to an additional 6,000,000 shares of Aperture AC common stock, valued at $10.00 per share, based on the achievement of specific milestones.

The earnout is structured around two potential triggers: a Lease Milestone and Share Price Milestones. The Lease Milestone provides for the issuance of 3,000,000 shares if Atlantic HPC Group executes a binding, arm’s-length lease for its entire Phase I data center capacity with a non-affiliated tenant, subject to specific terms. The Share Price Milestones provide for the issuance of 1,500,000 shares if the volume-weighted average price of Aperture AC common stock reaches $12.50 per share, and an additional 1,500,000 shares if the price reaches $15.00 per share. These milestones are tested monthly during the five-year earnout period.

The agreement requires the preparation and filing of a registration statement with the U.S. Securities and Exchange Commission to facilitate the transaction. This filing will include a proxy statement for a special meeting of Aperture AC shareholders to vote on the merger, as well as a meeting of Atlantic HPC Group stockholders to obtain required approvals.