Aperture AC — Form 8-K

Aperture AC (NASDAQ: APUR), a SPAC, has signed a definitive business combination agreement to acquire Atlantic HPC Group Inc., a bitcoin mining and AI infrastructure developer, for $150 million in pre-money equity value ($10/share = 15 million shares). Atlantic stockholders receive 100% equity rollover; up to 6 million earnout shares contingent on operational milestones (5 MW Phase I lease signing, 3M shares) and stock price targets ($12.50/share: 1.5M shares; $15.00/share: 1.5M shares). Transaction expected to close Q1 2027 with ~$102M net cash from Aperture trust account (assuming 0% shareholder redemptions). Atlantic reported FY2026A (ended 6/30/2026, unaudited): $28.6M revenue, $4.4M Adjusted EBITDA, 303 bitcoin mined, 1.9 EH/s hash rate across 51 MW operational capacity. Development pipeline: 47 MW under development + 23 MW held for future development = 121 MW total.