Aperture AC Files Full $150M Merger Agreement with Atlantic HPC Group
APUR is trading near its 52-week low of $9.88 (1.4% above the low).
Summary
Aperture AC filed the full merger agreement for its $150M combination with Atlantic HPC Group, revealing earnout terms, board composition, and lock-up provisions not previously disclosed.
Key Events · M&A and Partnerships · APUR
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$150M Merger Agreement Filed
The full Business Combination Agreement has been filed for the merger with Atlantic HPC Group, a bitcoin mining and AI infrastructure company. Atlantic stockholders receive $150M in SPAC shares valued at $10.00 each.
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Earnout Structure Revealed
Up to 6,000,000 additional earnout shares are available: 1.5M shares if VWAP reaches $12.50, another 1.5M at $15.00, and 3M shares upon signing a 7-year lease for the full 5MW Phase I data center capacity.
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Board Control Shifts to Atlantic
The post-closing board will have 5 members: 4 designated by Atlantic (at least 2 independent) and 1 by SPAC. Atlantic's CEO and CFO will continue in their roles.
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Lock-Up and Transfer Restrictions
70% of merger consideration shares are subject to a 6-month lock-up, with early release if the stock trades at $15.00+ for 20 of 30 days. The Insider Letter Amendment releases 30% of Founder Shares and Private Placement securities from restrictions.
Analysis · APUR · Real Estate & Construction
The complete Business Combination Agreement for the $150 million merger with Atlantic HPC Group, a bitcoin mining and AI infrastructure company, has now been filed. Under the terms, Atlantic stockholders receive $150 million in SPAC shares valued at $10.00 each, plus up to 6 million additional earnout shares tied to share price milestones ($12.50 and $15.00 VWAP) or a 5MW data center lease. The deal includes a May 22, 2027 outside date, a 5-member post-closing board dominated by Atlantic designees, and 70% lock-up restrictions on merger consideration shares. This transforms Aperture from a SPAC with going-concern warnings into a vehicle for a bitcoin mining and AI infrastructure business, though the deal remains subject to shareholder approval and redemption risk.
How filings like this one have moved
In the 30 days to Sep 16, 2026, 40.2% of the 383 measured filings Wiseek scored 9 moved their stock by 5% or more by the next session's close. The median move was -0.55%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, APUR was trading at $10.02 on NASDAQ in the Real Estate & Construction sector, with a market capitalization of approximately $147.6M. The 52-week trading range was $9.88 to $10.04. This filing was assessed with positive market sentiment and an importance score of 9 out of 10.