The filing is the formal BCA, confirming previously announced terms. The key catalyst is the shareholder vote and redemption levels, which will determine the post-merger cash position and float. Monitor for the S-4 registration statement and any non-redemption agreements.
Price Chart
Executive Summary
Aperture AC (APUR) filed the definitive Business Combination Agreement (BCA) to acquire Atlantic HPC Group Inc., a bitcoin mining and HPC infrastructure company, in a SPAC merger valued at $150 million in stock. The filing confirms the deal terms, including an earnout of up to 6 million additional shares based on share price milestones and a data center lease milestone, and outlines the required shareholder approvals and regulatory clearances. This is a procedural filing of the BCA itself, following the initial deal announcement on September 10, 2026.
Key Financial Metrics
Key Facts
- Aperture AC (APUR) entered into a definitive Business Combination Agreement to acquire Atlantic HPC Group Inc.
- The merger consideration is $150,000,000 in APUR shares, valued at $10.00 per share.
- An earnout of up to 6,000,000 additional shares is available based on share price milestones ($12.50 and $15.00 VWAP) and a data center lease milestone (5 MW Phase I capacity, 7-year term).
- The combined company is expected to trade on Nasdaq under the ticker 'AHPC'.
- The transaction requires approval from both APUR and Atlantic HPC shareholders, with a termination date of May 22, 2027.
- 70% of shares received by Atlantic HPC stockholders will be subject to a 6-month lock-up.
- The SPAC sponsor (Aperture Sponsor LLC) has waived anti-dilution rights on founder shares.
- Key executives Jacqueline Jiang and Tian Sheng Tan have entered into non-competition agreements.
Financial Impact
Merger consideration of $150 million in stock, with potential earnout of up to 6 million additional shares (worth up to $90 million at $15.00/share). Pro forma enterprise value of $227 million assuming 0% redemptions.
Risk Factors
- Shareholder approval is required; failure to obtain it would terminate the deal.
- High redemptions by APUR public shareholders could reduce the cash available to the combined company.
- The earnout milestones (share price and lease) are contingent and may not be achieved.
- The bitcoin mining and AI/HPC infrastructure business is subject to market and regulatory risks.
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 425 Filing (Primary) | 0001213900-26-100604 |
| Document: ea030534901ex10-4.htm | 0001213900-26-100604 |
| Document: ea0305349-8k425_aperture.htm | 0001213900-26-100604 |
| Document: ea030534901ex10-1.htm | 0001213900-26-100604 |
| Document: ea030534901ex10-2.htm | 0001213900-26-100604 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 9, 2026 18d ago | SC 13G/A | $10.04 $10.05 | ▲ +0.10% | ▲ +2.07% | $10.05 (+0.10%) |
Oct 7, 2026 20d ago | 425 | $10.04 $10.05 | ▲ +0.10% | ▲ +1.08% | $10.05 (+0.10%) |
Oct 7, 2026 20d ago | 8-K | $10.04 $10.05 | ▲ +0.10% | ▲ +1.08% | $10.05 (+0.10%) |
Sep 30, 2026 27d ago | 425 | $10.04 $10.04 | · 0.00% | ▼ −1.91% | $10.05 (+0.10%) |
Sep 30, 2026 27d ago | 8-K | $10.04 $10.04 | · 0.00% | ▼ −1.91% | $10.05 (+0.10%) |
Sep 30, 2026 27d ago | Press Release | $10.04 $10.04 | · 0.00% | ▼ −1.91% | $10.05 (+0.10%) |
Sep 16, 2026 5w ago | 425 | $10.02 $10.03 | ▲ +0.07% | ▼ −0.53% | $10.05 (+0.27%) |
Sep 16, 2026 5w ago | 8-K | $10.02 $10.03 | ▲ +0.07% | ▼ −0.53% | $10.05 (+0.27%) |
Sep 11, 2026 6w ago | 425 / 8-K | $10.03 $10.04 | ▲ +0.10% | ▲ +0.32% | $10.05 (+0.20%) |
Jun 17, 2026 18w ago | 3 | $9.90 $9.90 | · 0.00% | ▲ +1.67% | $10.05 (+1.52%) |
US Market Status
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