Aperture AC (APUR) reported that Atlantic HPC Group Inc., its proposed business-combination partner, completed its acquisition of 100% of Valley Oasis Development LLC on September 23, 2026. The purchase price was US$2.0 million, payable in a combination of U.S. dollars and USDT stablecoin. Valley Oasis holds two Dyersburg Electric System power contracts for 29 MW of aggregate contract demand and a one-acre land lease in Dyersburg, Tennessee.
Approximately 14.5 MW can be served on existing utility infrastructure following utility construction, subject to Atlantic funding utility construction costs; the remaining 14.5 MW requires substation transformer upgrades at Atlantic’s sole cost and subject to utility approval and timing. The estimated aid-to-construction amount of approximately US$3.9 million has not been paid, is subject to escalation and excludes deposits and fees; the utility will not begin procurement or construction scheduling until receipt. Atlantic reported 127 MW of utility-approved capacity, including 76 MW under development; utility-approved capacity does not mean delivery is approved or capacity is energized. Aperture and Atlantic intend to file a Form S-4 for their proposed business combination.
Aperture AC (APUR) entered into a Business Combination Agreement to acquire Atlantic HPC Group Inc. in an all-stock transaction valuing Atlantic at $150,000,000, with Aperture common stock issued at $10.00 per share. After a planned Domestication from Cayman to Delaware, a merger sub will merge into Atlantic, which will become a wholly owned subsidiary of Aperture.
Atlantic stockholders will receive their pro rata share of the stock consideration and may receive up to an additional 6,000,000 Earnout Shares if lease- and share-price-based milestones are met within five years after closing, including 3,000,000 shares tied to fully leasing the initial 5 megawatt data center phase for at least seven years. Closing is subject to shareholder approvals, regulatory clearances, SEC effectiveness of a Form S‑4 registration statement, completion of the Domestication, stock exchange listing approval and execution of multiple related support, lock-up and non-compete agreements.
Aperture AC (APUR) announced a definitive Business Combination Agreement to merge with Atlantic HPC Group Inc., a U.S. digital infrastructure and bitcoin mining company expanding into AI/high‑performance computing (HPC). Atlantic will become a wholly owned subsidiary and the combined company is expected to trade on Nasdaq as “AHPC” and be renamed Atlantic HPC Corp.
The deal values Atlantic at $150 million, payable in Aperture stock at $10.00 per share, equating to 15,000,000 shares, plus up to 6,000,000 Earnout Shares tied to an AI data‑center lease and future share‑price milestones of $12.50 and $15.00. Assuming no redemptions, the transaction implies a pro forma enterprise value of $227 million and up to $102 million of gross cash from Aperture’s trust before expenses, with Atlantic shareholders rolling 100% of their equity and expected to own about 46% of the combined company.
Atlantic operates bitcoin mining sites in Oklahoma, Arkansas and Ohio with 98 MW of utility‑approved power capacity, of which 51 MW is currently in operation and 47 MW under development, including the Ohio AI Campus targeting 35 MW of AI‑focused capacity. For the fiscal year ended June 30, 2026, Atlantic reported unaudited revenue of $28.6 million, Adjusted EBITDA of $4.4 million and production of 303 bitcoin, and projects additional AI infrastructure build‑out over the next several years. Completion of the merger is subject to shareholder approvals, regulatory and exchange conditions, and other closing requirements, with an expected closing in the first quarter of 2027.
Aperture AC (APUR) reported new compensation arrangements for its senior officers. On September 3, 2026, the company entered into an employment agreement with Chief Executive Officer Calvin Kung providing a base salary of $7,000 per month and a one-time $14,000 signing bonus. On the same date, it entered into a consulting agreement with Chief Financial Officer Daniel Zhao with a consulting fee of $3,000 per month and a one-time $6,000 signing bonus. Both executives agreed they have no claim to any funds in Aperture AC’s trust account for public shareholders and waived any right to make claims against that account, reinforcing that those funds remain reserved for shareholders.
Polar Asset Management Partners Inc., an Ontario, Canada-based investment advisor, reported beneficial ownership of Class A Ordinary Shares of Aperture AC. Polar acts as investment advisor to Polar Multi-Strategy Master Fund, which directly holds the position.
Polar reported beneficial ownership of 825,000 Class A Ordinary Shares of Aperture AC, representing 7.5% of the class as of June 30, 2026. Polar has sole voting power and sole dispositive power over all 825,000 shares, with no shared voting or dispositive power disclosed.
Highbridge Capital Management, LLC, a Delaware investment adviser, reports beneficial ownership of Class A Ordinary Shares of Aperture AC. Highbridge, on behalf of certain funds and accounts, reports beneficial ownership of 855,000 Class A Ordinary Shares, representing 7.8% of the class. This percentage is based on 10,961,000 Class A Ordinary Shares outstanding as of June 25, 2026, as reported by the issuer. Highbridge has sole voting power and sole dispositive power over 855,000 shares, with no shared voting or dispositive power. The Highbridge Funds, including Highbridge Tactical Credit Master Fund, L.P., have the right to receive or direct the receipt of dividends and sale proceeds from these shares, though the filing states it should not be construed as an admission that Highbridge or related persons are beneficial owners for all purposes.
Harraden Circle Investments, LLC and Frederick V. Fortmiller, Jr. filed an amended ownership report for Aperture Class A common stock. The amendment states they now beneficially own 0 shares, representing 0% of the Class A shares, with no sole or shared voting or dispositive power.
The filing explains that, following an internal reorganization effective June 30, 2026, the reporting persons are no longer beneficial owners of the securities previously reported. This amendment is characterized as an exit filing, indicating they have ceased to be beneficial owners of more than five percent of Aperture’s outstanding Class A common stock.
Aperture AC, a Cayman Islands special purpose acquisition company, reported early-stage results for the quarter and six months ended June 30, 2026. The company completed its IPO on May 22, 2026, selling 10,200,000 units at $10.00 each, with IPO and private placement proceeds placing $102,255,000 into a U.S. Trust Account.
As of June 30, 2026, cash and marketable securities in the Trust Account totaled $102,611,899, while cash outside the Trust Account was $450,949, supporting working capital of $467,217. Aperture recorded net income of $56,399 for the quarter and $33,192 for the six-month period, driven primarily by interest on Trust investments.
The company has 10,200,000 Class A ordinary shares classified as redeemable at $10.06 per share and additional non-redeemable Class A and Class B shares outstanding. Management disclosed that no Business Combination has been executed and that there is substantial doubt about the company’s ability to continue as a going concern if it cannot complete a Business Combination by May 22, 2027, when it would otherwise liquidate and redeem public shares.
Mizuho Financial Group, Inc., as a parent holding company based in Japan, reports beneficial ownership of common shares of Aperture (APUR). It holds 945,000 common shares, representing 8.6% of the class. Mizuho has sole voting and sole dispositive power over all 945,000 shares, with no shared voting or dispositive power. The shares are directly held by Mizuho Securities USA LLC, a wholly owned subsidiary, and Mizuho Financial Group, Inc., Mizuho Bank, Ltd., and Mizuho Americas LLC may be deemed indirect beneficial owners of these equity securities.
Aperture AC reported a net loss of $23,207 for the three months ended March 31, 2026, driven by $23,510 of formation, general and administrative expenses and modest interest income of $303.
Before its IPO, the company held cash of $22,691 and had a working capital deficit of $246,432. Subsequent events describe its May 22, 2026 initial public offering of 10,200,000 units at $10.00 per unit, raising $102,000,000, and placing $102,255,000 into a trust account for a future business combination. Transaction costs totaled $6,459,397.
The company is a Cayman Islands blank check company targeting lower middle market digital asset infrastructure businesses and has not yet entered into a definitive business combination agreement. Management discloses substantial doubt about its ability to continue as a going concern absent completing a transaction by May 22, 2027 and highlights limited liquidity. The filing also identifies a material weakness in internal control over financial reporting due to a lack of properly designed and operating controls, with remediation efforts planned but not yet completed.