Form 8-K
8-K — Aperture AC
Accession: 0001213900-26-098971
Filed: 2026-09-11
Period: 2026-09-10
CIK: 0002093524
SIC: 6770 (BLANK CHECKS)
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — ea0305143-8k425_aperture.htm (Primary)
EX-99.1 — PRESS RELEASE, DATED SEPTEMBER 11, 2026 (ea030514301ex99-1.htm)
EX-99.2 — INVESTOR PRESENTATION, DATED SEPTEMBER 11, 2026 (ea030514301ex99-2.htm)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): September 10, 2026
Aperture AC
(Exact
name of registrant as specified in its charter)
Cayman Islands
001-43308
N/A
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
835 Wilshire Blvd. 5th Floor
Los Angeles, CA 90017
(Address of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: 424-253-0908
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☒
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Class A ordinary shares,
par value $0.0001 per share
APUR
The Nasdaq Capital Market
Rights, each right entitling
the holder to receive one-fourth (1/4) of one Class A ordinary share upon the consummation of an initial business combination
APURR
The Nasdaq Capital Market
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
7.01. Regulation FD Disclosure
On
September 11, 2026, Aperture AC, a Cayman Islands exempted company (“SPAC” or “Aperture”),
and Atlantic HPC Group Inc, a Delaware corporation (together with its successors, “Atlantic” or the “Company”),
issued a press release (the “Press Release”) announcing that they had entered into a Business Combination Agreement
(as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”),
dated as of September 10, 2026, with AP Ocean Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of SPAC (“Merger
Sub”), Aperture Sponsor LLC, in the capacity as representative for the shareholders of SPAC and AHPC Holding LLC, in the
capacity as the representative for the stockholders of the Company. Pursuant to the Business Combination Agreement and subject to the
terms and conditions set forth therein, (i) on or prior to the closing of the transactions contemplated by the Business Combination Agreement
(the “Proposed Business Combination”), SPAC will de-register from the Register of Companies of the Cayman Islands
and transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to re-domicile as and become a Delaware
corporation pursuant to Part 12 of the Companies Act (Revised) of the Cayman Islands and the applicable provisions of the General Corporation
Law of the State of Delaware (the “Domestication”); and (ii) following the Domestication, Merger Sub will merge
with and into Atlantic, with Atlantic continuing as the surviving entity (the “Merger”) and, as a result of
which, each share of common stock of the Company issued and outstanding immediately prior to the effective time of the Merger shall no
longer be outstanding and shall automatically be cancelled and cease to exist in exchange for the right to receive a number of shares
of common stock of SPAC, with an aggregate value equal to One Hundred and Fifty Million U.S. Dollars ($150,000,000), with each share
valued at $10.00. In addition, the stockholders of Atlantic as of immediately prior to the closing will have the contingent right to
receive up to 6,000,000 additional shares of common stock of SPAC (the “Earnout Shares”), subject to the achievement
of specified milestones, including: (a) 3,000,000 Earnout Shares upon the execution of a binding, arm’s-length lease for the Phase I
capacity (five megawatt) of the Company’s data center, with a non-affiliated tenant and an initial non-cancelable term of at least
seven (7) years; (b) 1,500,000 Earnout Shares if the volume-weighted average price of the combined company’s common stock over
any three consecutive calendar months equals or exceeds $12.50 per share; and (c) an additional 1,500,000 Earnout Shares if such volume-weighted
average price over any three consecutive calendar months equals or exceeds $15.00 per share. As a result of the Merger, Atlantic will
become a wholly owned subsidiary of SPAC. Upon the closing of the Proposed Business Combination, SPAC is expected to be renamed “Atlantic
HPC Corp.” All of the foregoing is upon the terms and subject to the conditions set forth in the Business Combination Agreement.
Aperture
is also furnishing in this Current Report on Form 8-K a presentation (the “Investor Presentation”) to be used
by Aperture and the Company with respect to the Proposed Business Combination. The Investor Presentation may be amended or updated at
any time and from time to time through another Current Report on Form 8-K, a later company filing or other means. A copy of each of the
Press Release and Investor Presentation is attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively and incorporated herein by
reference.
The
information in this Item 7.01, including Exhibits 99.1 and 99.2, is furnished and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Aperture under the Securities
Act of 1933, as amended (the “Securities Act”) or the Exchange Act, regardless of any general incorporation
language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any of the information
in this Item 7.01, including Exhibits 99.1 or 99.2.
1
Additional
Information and Where to Find It
This
Current Report on Form 8-K (“Current Report”) is provided for information purposes only and contains information
with respect to a Proposed Business Combination among Atlantic, Aperture and AP Ocean Merger Sub, Inc., a wholly-owned subsidiary of
Aperture, in connection with the transactions contemplated in the business combination agreement. In connection with the Proposed Business
Combination, Aperture intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration
statement on Form S-4, which will include a definitive proxy statement to be mailed to Aperture shareholders and a prospectus for the
registration of Aperture securities in connection with the Proposed Business Combination (as amended from time to time, the “Registration
Statement”). A full description of the terms of the Proposed Business Combination will be provided in the Registration
Statement. Aperture urges investors, shareholders and other interested persons to read, when available, the Registration Statement as
well as other documents filed with the SEC because these documents will contain important information about Aperture, Atlantic and the
Proposed Business Combination. If and when the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus
and other relevant documents will be mailed to shareholders of Aperture as of a record date to be established for voting on the Proposed
Business Combination. Aperture will also file other documents regarding the Proposed Business Combination with the SEC. This Current
Report does not contain all of the information that should be considered concerning the Proposed Business Combination and is not intended
to form the basis of any investment decision or any other decision in respect of the Proposed Business Combination. BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF APERTURE AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY
PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED
OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH APERTURE’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING
OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED BUSINESS COMBINATION AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS
BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT APERTURE AND ATLANTIC AND THE PROPOSED BUSINESS COMBINATION.
Shareholders
and other interested persons will also be able to obtain a copy of the Registration Statement, without charge, by directing a request
to: Aperture AC, 835 Wilshire Blvd. 5th Floor, Los Angeles, CA 90017. The proxy statement/prospectus, once available, can also be obtained,
without charge, at the SEC’s website (www.sec.gov). The information contained on, or that may be accessed through, the websites
referenced in this Current Report is not incorporated by reference into, and is not a part of, this Current Report.
NEITHER
THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS
OR FAIRNESS OF THE TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS REPORT.
ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
No
Offer or Solicitation
This
Current Report shall not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities
in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in respect of the Proposed Business Combination,
nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer,
solicitation or sale may be unlawful under the laws of such jurisdiction. This Current Report does not constitute either advice or a
recommendation regarding any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements
of the Securities Act of 1933, as amended, or an exemption therefrom.
2
Participants
in the Solicitation
Aperture
and Atlantic and their respective directors and executive officers may be considered participants in the solicitation of proxies with
respect to the Proposed Business Combination described herein under the rules of the SEC. Information about the directors and executive
officers of Aperture and a description of their interests in Aperture and the Proposed Business Combination are, or will be, contained
in Aperture’s filings with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation
of proxies to Aperture’s shareholders in connection with the Proposed Business Combination will be set forth in the proxy statement/prospectus
for the Proposed Business Combination, when available. Additional information regarding the interests of participants in the solicitation
of proxies in connection with the Proposed Business Combination will be included in the proxy statement/prospectus that Aperture intends
to file with the SEC. Once available, you may obtain free copies of these documents as described above.
Forward-Looking
Statements
The
disclosure herein includes certain statements that are not historical facts but are forward-looking statements within the meaning of
the federal securities laws. Forward-looking statements generally are accompanied by words such as “believe,” “may,”
“will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,”
“should,” “would,” “plan,” “project,” “forecast,” “predict,”
“potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions
that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does
not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, (1) statements regarding
estimates and forecasts of other financial, performance and operational metrics and projections of market opportunity; (2) references
with respect to the anticipated benefits of the Proposed Business Combination and the projected future financial performance of Atlantic
following the Proposed Business Combination; (3) changes in the market for Atlantic’s services and technology, expansion plans
and opportunities; (4) Atlantic’s unit economics; (5) the sources and uses of cash in connection with the Proposed Business Combination;
(6) the anticipated capitalization and enterprise value of the combined company following the consummation of the Proposed Business Combination;
(7) the projected technological developments of Atlantic; (8) current and future potential commercial and customer relationships; (9)
the ability to operate efficiently at scale; (10) anticipated investments in capital resources and research and development, and the
effect of these investments; (11) the amount of redemption requests made by Aperture’s public shareholders; (12) the ability of
the combined company to issue equity or equity-linked securities in the future; (13) the failure to achieve necessary closing requirements;
(14) the inability to obtain or maintain the listing of the combined company’s common stock on a national securities exchange following
the Proposed Business Combination, including but not limited to redemptions exceeding anticipated levels or the failure to meet the exchange’s
initial listing standards in connection with the consummation of the Proposed Business Combination; (15) the development, construction
and commercialization of the Ohio AI Campus and Atlantic’s planned transition from bitcoin mining to AI/HPC infrastructure services;
(16) the ability to convert existing letters of intent into definitive customer agreements on acceptable terms; (17) the ability to obtain
required utility approvals, interconnection agreements and infrastructure upgrades necessary for Atlantic’s development projects;
(18) expectations related to the terms and timing of the Proposed Business Combination; (19) volatility in the price of bitcoin, changes
in network difficulty and the effect of halving events; (20) Atlantic’s dependence on a single mining pool operator for substantially
all of its revenue; (21) Atlantic’s fixed-delivery hashrate purchase and sale arrangements and the related derivative liability,
including the consequences of non-delivery; and (22) the reallocation of existing digital asset mining capacity to AI/HPC use and the
resulting effect on mining revenue.
3
These
statements are based on various assumptions, whether or not identified in this Current Report, and on the current expectations of Aperture’s
and Atlantic’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction
or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ
from assumptions. Many actual events and circumstances are beyond the control of Aperture and Atlantic. These forward-looking statements
are subject to a number of risks and uncertainties, including, but not limited to: the risk that the transactions contemplated by the
Business Combination Agreement, including the Domestication and the Merger (the “Transactions”), may not be
completed in a timely manner or at all, which may adversely affect the price of Aperture’s securities; the risk that the Transactions
may not be completed by Aperture’s business combination deadline; the failure by the parties to the Business Combination Agreement
to satisfy the conditions to the consummation of the Transactions, including the approval of Aperture’s shareholders; failure to
realize the anticipated benefits of the Transactions; the level of redemptions of Aperture’s public shareholders which may reduce
the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing, or trading of the Aperture
common stock; the failure of Aperture to obtain or maintain the listing of its securities any stock exchange on which Aperture common
stock will be listed after the closing of the Proposed Business Combination; costs related to the Transactions and as a result of becoming
a public company; changes in business, market, financial, political and regulatory conditions; Atlantic has historically derived substantially
all of its revenue to date from bitcoin mining operations and remains heavily dependent on bitcoin mining for the foreseeable future;
volatility in the price of bitcoin and increases in network difficulty may adversely affect Atlantic’s mining revenue and profitability;
Atlantic’s dependence on a single mining pool operator for substantially all of its mining revenue, and the ability of the pool operator
to adjust fee rates; Atlantic’s AI/HPC infrastructure business has not generated material revenue to date, and there can be no
assurance that Atlantic will successfully execute its planned transition from bitcoin mining to AI/HPC infrastructure services or that
it will secure definitive customer agreements for such services; the development of the Ohio AI Campus is in its early stages, with additional
utility approvals, interconnection agreements and infrastructure upgrades required before full commercial operation, the timing and outcome
of which are uncertain; Atlantic has a limited operating history and a small workforce, which may limit its ability to execute its growth
strategy and respond to operational demands; Atlantic’s fixed-delivery hashrate purchase and sale arrangements and the related
derivative liability, including the consequences of non-delivery of bitcoin under such arrangements; concentration of Atlantic’s
equipment supply chain among a limited number of suppliers; Atlantic holds all mined digital assets in self-custody without a third-party
custodian, and does not currently maintain insurance covering loss or theft of digital assets; Atlantic’s facilities are located
in a limited number of states, and any adverse regulatory, environmental or utility-related development affecting those jurisdictions
could disproportionately affect Atlantic’s operations; the reallocation of existing digital asset mining capacity at the Ohio site
to AI/HPC use and the resulting effect on mining revenue; and those risk factors discussed in the Registration Statement and the other
documents that Aperture has filed, or will file, with the SEC relating to the Proposed Business Combination. If any of these risks materialize
or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.
The risks and uncertainties above are not exhaustive, and there may be additional risks that neither Aperture nor Atlantic presently
know or that Aperture and Atlantic currently believe are immaterial that could also cause actual results to differ from those contained
in the forward-looking statements. In addition, forward-looking statements reflect Aperture’s and Atlantic’s expectations,
plans or forecasts of future events and views as of the date of this Current Report. Aperture and Atlantic anticipate that subsequent
events and developments will cause Aperture’s and Atlantic’s assessments to change. However, while Aperture and Atlantic
may elect to update these forward-looking statements at some point in the future, Aperture and Atlantic specifically disclaim any obligation
to do so. These forward-looking statements should not be relied upon as representing Aperture’s and Atlantic’s assessments
as of any date subsequent to the date of this Current Report. Accordingly, undue reliance should not be placed upon the forward-looking
statements.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No.
Description
99.1
Press Release, dated September 11, 2026.
99.2
Investor Presentation, dated September 11, 2026.
104
Cover Page Interactive
Data File (embedded within the Inline XBRL document).
4
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
APERTURE AC
By:
/s/
Calvin Kung
Name:
Calvin Kung
Title:
Chief Executive Officer
Dated: September 11, 2026
5
EX-99.1 — PRESS RELEASE, DATED SEPTEMBER 11, 2026
EX-99.1
Filename: ea030514301ex99-1.htm · Sequence: 2
Exhibit 99.1
Atlantic HPC Group
Inc. Seeks to Become Publicly Listed Through Business Combination with Aperture AC
U.S.-based digital
infrastructure company that develops and operates power-intensive bitcoin mining and computing facilities across Oklahoma, Arkansas and
Ohio
Irvine & Los Angeles, CA, Sept. 11,
2026 (GLOBE NEWSWIRE) -- Aperture AC (NASDAQ: APUR), a special purpose acquisition company (“Aperture”),
and Atlantic HPC Group Inc. (“Atlantic”), a U.S.-based digital infrastructure company that develops and operates power-intensive
bitcoin mining and computing facilities across Oklahoma, Arkansas and Ohio, today announced the signing of a definitive business
combination agreement (the “Business Combination Agreement”) for a business combination (the “Proposed Business Combination”)
that is expected to result in the combined company becoming a publicly listed company. Upon closing of the transaction, subject to approval
by Aperture’s shareholders and Atlantic’s stockholders and other customary closing conditions, the combined company intends
to be traded on Nasdaq under the ticker symbol “AHPC” and Aperture is expected to be renamed Atlantic HPC Corp., or such
other name as Atlantic will determine. The transaction is expected to close in the first quarter of 2027, subject to applicable exchange,
regulatory and shareholder approvals and the satisfaction of other closing conditions. Concurrently with the issuance of this press release,
Aperture has filed an investor presentation outlining Atlantic’s business and the Proposed Business Combination, including the
following investment highlights:
● Large and Growing Addressable Market: AI Growth is Driving Power Demand & Infrastructure Spend
o According
to McKinsey & Company (April 2025), global data center capacity demand for AI workloads
is projected to reach 156 gigawatts by 2030, a 3.5x increase over 2025 levels, requiring
an estimated $5.2 trillion of capital expenditures1
o This growth is expected to be driven by strong demand for AI compute globally
● Growth Constrained Grid Provides Opportunity
o Data
center power grid interconnection lead times now average three to seven years in the U.S.
with the interconnection queue currently 1.5x total U.S. installed capacity2 3
o Atlantic’s existing utility relationships, in-place power infrastructure and operating sites are
expected to support faster time to market for new data center development
● Sizeable Development Platform
o Total development pipeline of 121 MW across 6 sites
1 https://www.mckinsey.com/industries/technology-media-andtelecommunications/%20our-insights/the-cost-of-compute-a-7-trillion-dollar-race-to-scale-data-centers
2 Benjamin
Jordan, Senior Director of Integrated Planning, CPS Energy, PowerGen International 2026, San Antonio, TX
3 https://emp.lbl.gov/sites/default/files/2026-06/Queued%20Up%202026%20Edition.pdf
o 98
MW of utility-approved power capacity, of which 51 MW is currently in operation4
serving bitcoin mining5 and 47 MW is under development6
o An
additional 23 MW is held for future development7
o Facilities located in Oklahoma, Arkansas and Ohio
● Strong
Revenue, EBITDA and Mining Metrics in FY2026A8
o FY2026A revenue of $28.6 million
o FY2026A EBITDA of $4.4 million
o 1.9 EH/s hash rate
o 303 bitcoin mined in FY2026A
● Anticipated Capital and Resource Efficient Leasing Strategy
o Atlantic intends to provide a powered shell developed to a design standard that Atlantic believes will
be generally consistent with Tier III concurrent-maintainability principles
o Under the anticipated leasing structure, the tenant would provide all cooling, rack buildout, IT equipment,
including GPUs, servers, storage, and networking and all other equipment and connections necessary to operate the tenant’s workloads at
the premises
o Base rent is expected to be paid on contracted power capacity and electricity is expected to be billed
to the tenant based on usage on a pass-through basis
● Positioned to Expand into the Growing AI / HPC Infrastructure Sector
o High-performance computing sector experiencing rapid growth and attracting significant investor capital
o Active and well-defined public comparable group of bitcoin mining companies that have diversified or intend
to diversify their operations into AI compute
Atlantic seeks to support
growing demand for computation by developing efficient high-performance computing infrastructure.
4 Sites
in operation are those where construction is complete and the facility is commissioned, energized, and capable of serving customer or
company compute loads
5 9
MW of utility-approved capacity allocated to bitcoin mining at Alledonia, OH is currently offline while mining hardware is upgraded
6 Sites
under development are those where Atlantic has secured both the land (owned, or under a definitive lease or purchase agreement) and power
(an executed power supply or interconnection agreement for a specified capacity), but where construction has not commenced
7 Sites
held for future development are those where Atlantic holds an executed land instrument or a written utility capacity allocation, but
not yet both land and power under executed definitive agreements. Targeted MW is a management estimate supported by written analysis
and is not included in totals of executed capacity
8 Atlantic fiscal
year ended 6/30/2026, FY 2026A is actual but unaudited.
2
“We’re
excited to partner with the Aperture team which brings substantial expertise across capital markets, energy and data-center infrastructure,”
said Atlantic CFO Benson Liu. Mr. Liu continued, “we believe being a public company will support our ability to scale rapidly through
increased financial flexibility and bolster our credibility as a long-term partner to our customers.”
“We are excited to reach this important
milestone with Atlantic. We believe that Atlantic is an exceptional company with which to complete a business combination,” said
Aperture Chief Executive Officer Calvin Kung. Mr. Kung continued, “the company has established an operating digital infrastructure
platform through its bitcoin mining operations and is developing infrastructure to serve multiple key end markets including the attractive
and high-growth high-performance computing sector. Atlantic’s existing operational facilities as well as its development pipeline,
including the Ohio AI Campus, provide a strong platform that we believe can scale rapidly. We believe a public listing will provide Atlantic
with enhanced visibility, commercial opportunities and financial flexibility to execute its business plan and achieve its next leg of
growth and scale. We look forward to working with Atlantic’s management team to consummate the Proposed Business Combination.”
Transaction Overview
Pursuant to the Business
Combination Agreement, Aperture will acquire Atlantic for a pre-money equity value of $150 million, payable in shares of Aperture, with
each share valued at $10.00. The Proposed Business Combination will be structured as a merger, whereby a newly formed wholly owned subsidiary
of Aperture will merge with and into Atlantic, with Atlantic surviving the merger and becoming a wholly owned subsidiary of Aperture.
In consideration for the merger, Aperture will issue 15,000,000 shares of Class A common stock to the current stockholders of Atlantic.
The Atlantic stockholders as of immediately prior to the closing will also receive the contingent right to receive up to 6,000,000 additional
shares of Aperture Class A common stock (such shares, the “Earnout Shares”), subject to the achievement of the following milestones:
1. Operational milestone: 3,000,000 Earnout Shares will be issued upon the execution of a binding, arm’s-length
lease for the Phase I capacity (5 megawatt) of the Company’s data center, with a tenant that is not an affiliate of Atlantic and
whose obligations are not funded or guaranteed by Atlantic or its stockholders, and an initial non-cancelable term of at least seven (7)
years
2. Share price milestones: 1,500,000 Earnout Shares will be issued if the volume-weighted average price of
the combined company’s common stock over any three consecutive calendar months equals or exceeds $12.50 per share, and an additional
1,500,000 Earnout Shares will be issued if such volume-weighted average price over any three consecutive calendar months equals or exceeds
$15.00 per share
Atlantic stockholders
are expected to roll 100% of their equity into the combined company. The
transaction is expected to provide up to $102 million in gross proceeds from cash held in the Aperture trust account, assuming no redemptions
by Aperture’s public shareholders and before accounting for expected transaction expenses. Prior to the closing of the Proposed
Business Combination, Aperture shall de-register from the Register of Companies of the Cayman Islands and transfer by way of continuation
out of the Cayman Islands and into the State of Delaware so as to re-domicile as and become a Delaware corporation.
The boards of directors
of Atlantic and Aperture have unanimously approved the transaction. The transaction is expected to close in the first quarter of 2027,
subject to applicable exchange, regulatory and shareholder approval and satisfaction of other closing conditions.
Additional information
regarding the Proposed Business Combination, including a copy of the business combination agreement and other relevant materials, will
be provided by Aperture on a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”).
Advisors
Hunter Taubman Fischer
& Li LLC is acting as legal advisor to Atlantic. Ellenoff Grossman & Schole LLP is acting as legal advisor to Aperture.
3
About Atlantic HPC
Group Inc.
Founded
in 2024 and headquartered in Irvine, CA, Atlantic is a U.S.-based digital infrastructure company that develops and operates power-intensive
bitcoin mining and computing facilities across Oklahoma, Arkansas, and Ohio. Atlantic is currently primarily engaged in cryptocurrency
mining operations, including self-mining and cryptocurrency mining colocation services, and substantially all of Atlantic’s revenue
to date has been generated from bitcoin mining. Building on its expertise in power procurement and high-performance operations, Atlantic
is expanding into AI infrastructure through its Ohio AI Campus, for which utility-approved power capacity has been contracted, subject
to the approved usage terms of the applicable utility agreements and additional infrastructure upgrades required prior to full commercial
operation. For more information, visit https://ahpc.com/.
About Aperture AC
Aperture
AC (NASDAQ: APUR) is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses with a focus on identifying and acquiring companies
in the digital asset industry. For additional information, please visit https://apertureac.com/.
Additional Information
and Where to Find It
This press release
is provided for information purposes only and contains information with respect to a Proposed Business Combination among Atlantic, Aperture
and AP Ocean Merger Sub, Inc., a wholly-owned subsidiary of Aperture, in connection with the transactions contemplated in the business
combination agreement. In connection with the Proposed Business Combination, Aperture intends to file with the SEC a registration statement
on Form S-4, which will include a definitive proxy statement to be mailed to Aperture shareholders and a prospectus for the registration
of Aperture securities in connection with the Proposed Business Combination (as amended from time to time, the “Registration Statement”).
A full description of the terms of the Proposed Business Combination will be provided in the Registration Statement. Aperture urges investors,
shareholders and other interested persons to read, when available, the Registration Statement as well as other documents filed with the
SEC because these documents will contain important information about Aperture, Atlantic and the Proposed Business Combination. If and
when the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus and other relevant documents
will be mailed to shareholders of Aperture as of a record date to be established for voting on the Proposed Business Combination. Aperture
will also file other documents regarding the Proposed Business Combination with the SEC. This Press Release does not contain all of the
information that should be considered concerning the Proposed Business Combination and is not intended to form the basis of any investment
decision or any other decision in respect of the Proposed Business Combination. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS
OF APERTURE AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS
THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION
WITH APERTURE’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED
BUSINESS COMBINATION AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION
ABOUT APERTURE AND ATLANTIC AND THE PROPOSED BUSINESS COMBINATION.
4
Shareholders and other
interested persons will also be able to obtain a copy of the Registration Statement, without charge, by directing a request to: Aperture
AC, 835 Wilshire Blvd. 5th Floor, Los Angeles, CA 90017. The proxy statement/prospectus, once available, can also be obtained, without
charge, at the SEC’s website (www.sec.gov). The information contained on, or that may be accessed through, the websites referenced
in this press release is not incorporated by reference into, and is not a part of, this press release.
NEITHER THE SEC NOR
ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS
OF THE TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS REPORT. ANY REPRESENTATION
TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
No Offer or Solicitation
This press release
shall not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction,
or the solicitation of any vote, consent or approval in any jurisdiction in respect of the Proposed Business Combination, nor shall there
be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale
may be unlawful under the laws of such jurisdiction. This press release does not constitute either advice or a recommendation regarding
any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act
of 1933, as amended, or an exemption therefrom.
Participants in
the Solicitation
Aperture and Atlantic
and their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the
Proposed Business Combination described herein under the rules of the SEC. Information about the directors and executive officers of Aperture
and a description of their interests in Aperture and the Proposed Business Combination are, or will be, contained in Aperture’s
filings with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies
to Aperture’s shareholders in connection with the Proposed Business Combination will be set forth in the proxy statement/prospectus
for the Proposed Business Combination, when available. Additional information regarding the interests of participants in the solicitation
of proxies in connection with the Proposed Business Combination will be included in the proxy statement/prospectus that Aperture intends
to file with the SEC. Once available, you may obtain free copies of these documents as described above.
Forward-Looking
Statements
The disclosure herein
includes certain statements that are not historical facts but are forward-looking statements within the meaning of the federal securities
laws. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,”
“estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,”
“would,” “plan,” “project,” “forecast,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate
future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement
is not forward-looking. These forward-looking statements include, but are not limited to, (1) statements regarding estimates and forecasts
of other financial, performance and operational metrics and projections of market opportunity; (2) references with respect to the anticipated
benefits of the Proposed Business Combination and the projected future financial performance of Atlantic following the Proposed Business
Combination; (3) changes in the market for Atlantic’s services and technology, expansion plans and opportunities; (4) Atlantic’s
unit economics; (5) the sources and uses of cash in connection with the Proposed Business Combination; (6) the anticipated capitalization
and enterprise value of the combined company following the consummation of the Proposed Business Combination; (7) the projected technological
developments of Atlantic; (8) current and future potential commercial and customer relationships; (9) the ability to operate efficiently
at scale; (10) anticipated investments in capital resources and research and development, and the effect of these investments; (11) the
amount of redemption requests made by Aperture’s public shareholders; (12) the ability of the combined company to issue equity or
equity-linked securities in the future; (13) the failure to achieve necessary closing requirements; (14) the inability to obtain or maintain
the listing of the combined company’s common stock on a national securities exchange following the Proposed Business Combination,
including but not limited to redemptions exceeding anticipated levels or the failure to meet the exchange’s initial listing standards
in connection with the consummation of the Proposed Business Combination; (15) the development, construction and commercialization of
the Ohio AI Campus and Atlantic’s planned transition from Bitcoin mining to AI/HPC infrastructure services; (16) the ability to
convert existing letters of intent into definitive customer agreements on acceptable terms; (17) the ability to obtain required utility
approvals, interconnection agreements and infrastructure upgrades necessary for Atlantic’s development projects; (18) expectations
related to the terms and timing of the Proposed Business Combination; (19) volatility in the price of Bitcoin, changes in network difficulty
and the effect of halving events; (20) Atlantic’s dependence on a single mining pool operator for substantially all of its revenue;
(21) Atlantic’s fixed-delivery hashrate purchase and sale arrangements and the related derivative liability, including the consequences
of non-delivery; and (22) the reallocation of existing digital asset mining capacity to AI/HPC use and the resulting effect on mining
revenue.
5
These statements are
based on various assumptions, whether or not identified in this press release, and on the current expectations of Aperture’s and
Atlantic’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction
or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ
from assumptions. Many actual events and circumstances are beyond the control of Aperture and Atlantic. These forward-looking statements
are subject to a number of risks and uncertainties, including, but not limited to: the risk that the transactions contemplated by the
Business Combination Agreement, including the domestication and the merger (the “Transactions”), may not be completed in a
timely manner or at all, which may adversely affect the price of Aperture’s securities; the risk that the Transactions may not be
completed by Aperture’s business combination deadline; the failure by the parties to the Business Combination Agreement to satisfy
the conditions to the consummation of the Transactions, including the approval of Aperture’s shareholders; failure to realize the
anticipated benefits of the Transactions; the level of redemptions of Aperture’s public shareholders which may reduce the public
float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing, or trading of the Aperture common stock;
the failure of Aperture to obtain or maintain the listing of its securities on any national securities exchange on which Aperture common
stock will be listed after the closing of the Proposed Business Combination (the “Closing”); costs related to the Transactions
and as a result of becoming a public company; changes in business, market, financial, political and regulatory conditions; Atlantic has
historically derived substantially all of its revenue to date from bitcoin mining operations and remains heavily dependent on bitcoin
mining for the foreseeable future; volatility in the price of bitcoin and increases in network difficulty may adversely affect Atlantic’s
mining revenue and profitability; Atlantic’s dependence on a single mining pool operator for substantially all of its mining revenue,
and the ability of the pool operator to adjust fee rates; Atlantic’s AI/HPC infrastructure business has not generated material revenue
to date, and there can be no assurance that Atlantic will successfully execute its planned transition from bitcoin mining to AI/HPC infrastructure
services or that it will secure definitive customer agreements for such services; the development of the Ohio AI Campus is in its early
stages, with additional utility approvals, interconnection agreements and infrastructure upgrades required before full commercial operation,
the timing and outcome of which are uncertain; Atlantic has a limited operating history and a small workforce, which may limit its ability
to execute its growth strategy and respond to operational demands; Atlantic’s fixed-delivery hashrate purchase and sale arrangements
and the related derivative liability, including the consequences of non-delivery of bitcoin under such arrangements; concentration of
Atlantic’s equipment supply chain among a limited number of suppliers; Atlantic holds all mined digital assets in self-custody without
a third-party custodian, and does not currently maintain insurance covering loss or theft of digital assets; Atlantic’s facilities
are located in a limited number of states, and any adverse regulatory, environmental or utility-related development affecting those jurisdictions
could disproportionately affect Atlantic’s operations; the reallocation of existing digital asset mining capacity at the Ohio site
to AI/HPC use and the resulting effect on mining revenue; and those risk factors discussed in the Registration Statement and the other
documents that Aperture has filed, or will file, with the SEC relating to the Proposed Business Combination. If any of these risks materialize
or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.
The risks and uncertainties above are not exhaustive, and there may be additional risks that neither Aperture nor Atlantic presently know
or that Aperture and Atlantic currently believe are immaterial that could also cause actual results to differ from those contained in
the forward-looking statements. In addition, forward-looking statements reflect Aperture’s and Atlantic’s expectations, plans
or forecasts of future events and views as of the date of this press release. Aperture and Atlantic anticipate that subsequent events
and developments will cause Aperture’s and Atlantic’s assessments to change. However, while Aperture and Atlantic may elect
to update these forward-looking statements at some point in the future, Aperture and Atlantic specifically disclaim any obligation to
do so. These forward-looking statements should not be relied upon as representing Aperture’s and Atlantic’s assessments as
of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Contacts
Aperture AC
835 Wilshire Blvd., 5th Floor
Los Angeles, CA 90017
Attn: Calvin Kung, CEO
(424) 253-0908
Atlantic Investor Contact:
For media inquiries: pr@ahpc.com
For investor inquiries: ir@ahpc.com
6
EX-99.2 — INVESTOR PRESENTATION, DATED SEPTEMBER 11, 2026
EX-99.2
Filename: ea030514301ex99-2.htm · Sequence: 3
Exhibit 99.2
Efficient Infrastructure for Mining & Computation Investor Presentation 2026 © 2026 Atlantic HPC Group Inc. All rights reserved. Atlantic High Performance Computing
Basis of Presentation This Presentation (this "Presentation") is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to an investment in connection with a potential business combination between Atlantic HPC Group Inc. ("Atlantic") and Aperture AC ("Aperture") and related transactions (the "Potential Business Combination") and for no other purpose. By accepting, reviewing or reading this Presentation, you will be deemed to have agreed to the obligations and restrictions set out below. No Offer or Solicitation This Presentation and any oral statements made in connection with this Presentation do not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Potential Business Combination or any related transactions, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. This Presentation does not constitute either advice or a recommendation regarding any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom. No Representations and Warranties No representations or warranties, express, implied or statutory are given in, or in respect of, this Presentation, and no person may rely on the information contained in this Presentation. Any data on past performance or modeling contained herein is not an indication as to future performance. This data is subject to change. Recipients of this Presentation are not to construe its contents, or any prior or subsequent communications from or with Aperture, Atlantic or their respective representatives as investment, legal or tax advice. Each recipient should seek independent third party legal, regulatory, accounting and/or tax advice regarding this Presentation. In addition, this Presentation does not purport to be all-inclusive or to contain all of the information that may be required to make a full analysis of Atlantic or the Potential Business Combination. Recipients of this Presentation should each make their own evaluation of Atlantic and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. Aperture and Atlantic assume no obligation to update the information in this Presentation. Each recipient also acknowledges and agrees that the information contained in this Presentation (i) is preliminary in nature and is subject to change, and any such changes may be material and (ii) should be considered in the context of the circumstances prevailing at the time and has not been, and will not be, updated to reflect material developments which may occur after the date of this Presentation. To the fullest extent permitted by law, in no circumstances will Atlantic or Aperture or any of their respective subsidiaries, stockholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it or on opinions communicated in relation thereto or otherwise arising in connection therewith. This Presentation discusses trends and markets that Atlantic's leadership team believes will impact the development and success of Atlantic based on its current understanding of the marketplace. Industry and Market Data Industry and market data used in this Presentation have been obtained from third-party industry publications and sources as well as from research reports prepared for other purposes. Neither Aperture nor Atlantic has independently verified the data obtained from these sources and cannot assure you of the reasonableness of any assumptions used by these sources or the data's accuracy or completeness. Each of Aperture and Atlantic expressly disclaims any responsibility or liability for any damages or losses in connection with the use of such information herein. Trademarks Aperture and Atlantic own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This Presentation also contains trademarks, service marks, trade names and copyrights of third parties, which are the property of their respective owners. The use or display of third parties' trademarks, service marks, trade names or products in this Presentation is not intended to, and does not imply, a relationship with Aperture or Atlantic, an endorsement or sponsorship by or of Aperture or Atlantic, or a guarantee that Atlantic or Aperture will work or will continue to work with such third parties. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this Presentation may appear without the TM, SM, ® or © symbols, but such references are not intended to indicate, in any way, that Aperture, Atlantic, or the any third-party will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks, trade names and copyrights. Disclaimer (1/3) 2
Disclaimer (2/3) Forward-Looking Statements The disclosure herein includes certain statements that are not historical facts but are forward-looking statements within the meaning of the federal securities laws with respect to the Potential Business Combination. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "project," "forecast," "predict," "potential," "seem," "seek," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward looking. These forward-looking statements include, but are not limited to, (1) statements regarding estimates and forecasts of other financial, performance and operational metrics and projections of market opportunity; (2) references with respect to the anticipated benefits of the proposed Business Combination and the projected future financial performance of Atlantic following the proposed Business Combination; (3) changes in the market for Atlantic's services and technology, and expansion plans and opportunities; (4) Atlantic's unit economics; (5) the sources and uses of cash of the proposed Business Combination; (6) the anticipated capitalization and enterprise value of Aperture Pubco following the consummation of the proposed Business Combination; (7) the projected technological developments of Atlantic; (8) current and future potential commercial and customer relationships; (9) the ability to operate efficiently at scale; (10) anticipated investments in capital resources and research and development, and the effect of these investments; (11) the amount of redemption requests made by APUR's public shareholders; (12) the ability of Aperture Pubco to issue equity or equity-linked securities in the future; (13) the failure to achieve the minimum cash at closing requirements; (14) the inability to obtain or maintain the listing of the combined company's common stock on Nasdaq following the proposed Business Combination, including but not limited to redemptions exceeding anticipated levels or the failure to meet Nasdaq's initial listing standards in connection with the consummation of the proposed Business Combination; and (15) expectations related to the terms and timing of the proposed Business Combination. These statements are based on various assumptions, whether or not identified in this Presentation, and on the current expectations of APUR's and Atlantic's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Atlantic. These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to: the risk that the Transactions may not be completed in a timely manner or at all, which may adversely affect the price of Aperture's securities; the risk that the Transactions may not be completed by Aperture's business combination deadline; the failure by the parties to the Business Combination Agreement to satisfy the conditions to the consummation of the Transactions, including the approval of Aperture's shareholders; failure to realize the anticipated benefits of the Transactions; the level of redemptions of Aperture's public shareholders which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing, or trading of the Aperture common stock; the failure of Aperture to obtain or maintain the listing of its securities any stock exchange on which Aperture common stock will be listed after the Closing; costs related to the Transactions and as a result of becoming a public company; changes in business, market, financial, political and regulatory conditions; Atlantic has historically derived substantially all of its revenue to date from bitcoin mining operations and remains heavily dependent on bitcoin mining for the foreseeable future; volatility in the price of bitcoin and increases in network difficulty may adversely affect Atlantic's mining revenue and profitability; Atlantic's dependence on a single mining pool operator for substantially all of its mining revenue, and the ability of the pool operator to adjust fee rates; Atlantic's AI/HPC infrastructure business has not generated material revenue to date, and there can be no assurance that Atlantic will successfully execute its planned transition from bitcoin mining to AI/HPC infrastructure services or that it will secure definitive customer agreements for such services; the development of the Ohio AI Campus is in its early stages, with additional utility approvals, interconnection agreements and infrastructure upgrades required before full commercial operation, the timing and outcome of which are uncertain; Atlantic has a limited operating history and a small workforce, which may limit its ability to execute its growth strategy and respond to operational demands; Atlantic's fixed-delivery hashrate purchase and sale arrangements and the related derivative liability, including the consequences of non-delivery of bitcoin under such arrangements; concentration of Atlantic's equipment supply chain among a limited number of suppliers; Atlantic holds all mined digital assets in self-custody without a third-party custodian, and does not currently maintain insurance covering loss or theft of digital assets; Atlantic's facilities are located in a limited number of states, and any adverse regulatory, environmental or utility-related development affecting those jurisdictions could disproportionately affect Atlantic's operations; the reallocation of existing digital asset mining capacity at the Ohio site to AI/HPC use and the resulting effect on mining revenue; and those risk factors discussed in, and/or will be contained in the Registration Statement and the Proxy Statement/Prospectus when available, and in those other documents that APUR has filed, or will file, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. The risks and uncertainties above are not exhaustive, and there may be additional risks that neither APUR nor Atlantic presently know or that APUR and Atlantic currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward looking statements reflect APUR's and Atlantic's expectations, plans or forecasts of future events and views as of the date of this Presentation. APUR and Atlantic anticipate that subsequent events and developments will cause APUR's and Atlantic's assessments to change. However, while APUR and Atlantic may elect to update these forward-looking statements at some point in the future, APUR and Atlantic specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing APUR's and Atlantic's assessments as of any date subsequent to the date of this Presentation. Accordingly, undue reliance should not be placed upon the forward-looking statements. Financial Information; Non-GAAP Financial Measures Some of the historical financial information contained in this Presentation is unaudited and does not conform to Regulation S-X. This Presentation contains certain estimated preliminary financial results and key operating metrics of Atlantic for the years ended June 30, 2026. This information is preliminary and subject to change. As such, Atlantic's actual results may differ from the estimated preliminary results presented herein. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in any proxy statement or registration statement to be filed by Aperture with the SEC. In addition, financial information and data contained in this Presentation, such as Adjusted EBITDA, have not been prepared in accordance with United States generally accepted accounting principles ("GAAP"). Adjusted EBITDA is defined as net earnings (loss) before interest expense, income tax expense (benefit), depreciation and amortization, as adjusted to exclude stock based compensation. These non-GAAP financial measures, and other measures that are calculated using such non- GAAP measures, are an addition to, and not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP and should not be considered as an alternative to revenue, operating income, profit before tax, net income or any other performance measures derived in accordance with GAAP. For the same reasons, Atlantic is unable to address the probable significance of the unavailable information, which could be material to future results. Aperture and Atlantic believe these non-GAAP measures of financial results, including on a forward-looking basis, provide useful information to management and investors regarding certain financial and business trends relating to Atlantic's financial condition and results of operations. Atlantic's management uses these non-GAAP measures for trend analyses, for purposes of determining management incentive compensation, and for budgeting and planning purposes. 3
Disclaimer (3/3) Aperture and Atlantic believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating projected operating results and trends in and in comparing Atlantic's financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. However, there are a number of limitations related to the use of these non-GAAP measures and their nearest GAAP equivalents as they reflect the exercise of judgments by management about which items of expense and income are excluded or included in determining financial measures. For example, other companies may calculate non-GAAP measures differently, or may use other measures to calculate their financial performance, and therefore Atlantic's non-GAAP measures may not be directly comparable to similarly titled measures of other companies. See the Appendix for definitions of these non-GAAP financial measures and reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures. The presentation of such non-GAAP measures, which may include adjustments to exclude unusual or non-recurring items, should not be construed as an inference that Atlantic's future results and cash flows will be unaffected by other unusual or non-recurring items. Use of Projections This Presentation contains projected financial information with respect to Atlantic, namely revenue and Adjusted EBITDA, as well as projected operational information, namely bitcoin production and AI infrastructure capacity. Such projected financial and operational information constitutes forward-looking information, and is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. The projections, estimates and targets in this Presentation are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Aperture's and Atlantic's control. See "Forward-Looking Statements" above. The assumptions and estimates underlying the projected, expected or target results are inherently uncertain and are subject to a wide variety of significant business, weather, economic, regulatory, competitive, technological, and other risks and uncertainties that could cause actual results to differ materially from those contained in such projections, estimates and targets. The inclusion of projections, estimates and targets in this Presentation should not be regarded as a representation by any person that the results reflected in such forecasts will be achieved. Important Information for Investors and Stockholders In connection with the Potential Business Combination, Aperture and Atlantic are expected to prepare a registration statement on Form S-4 (the "Registration Statement") to be filed with the SEC by Aperture, which will include preliminary and definitive proxy statements to be mailed to Aperture's shareholders in connection with Aperture's solicitation for proxies for the vote by Aperture's shareholders in connection with the Potential Business Combination and other matters as described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to Atlantic's shareholders in connection with the completion of the Potential Business Combination. After the Registration Statement has been filed and declared effective, Aperture will mail a definitive proxy statement/prospectus and other relevant documents to its shareholders as of the record date to be established for voting on the Potential Business Combination. Aperture will also file other documents regarding the Potential Business Combination with the SEC. This Presentation does not contain all of the information that should be considered concerning the Potential Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Potential Business Combination. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION. Aperture's shareholders and other interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto and, once available, the definitive proxy statement/prospectus, in connection with Aperture's solicitation of proxies for its special meeting of shareholders to be held to approve, among other things, the Potential Business Combination, because these documents will contain important information about Aperture, Atlantic and the Potential Business Combination. Shareholders may also obtain a copy of the preliminary or definitive proxy statement/prospectus, once available, as well as other documents filed with the SEC regarding the Potential Business Combination and other documents filed with the SEC by Aperture, without charge, at the SEC's website located at www.sec.gov or by directing a request to Aperture AC, 835 Wilshire Blvd., 5th Floor, Los Angeles, CA 90017. Aperture and Atlantic and their respective directors and executive officers and other members of management, under SEC rules and other members of management, may be deemed to be participants in the solicitation of proxies of Aperture's shareholders in connection with the Potential Business Combination. Investors and security holders may obtain more detailed information regarding Aperture's directors and executive officers in Aperture's filings with the SEC, including Aperture's IPO prospectus filed with the SEC on May 21, 2026. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Aperture's shareholders in connection with the Potential Business Combination, including a description of their direct and indirect interests, which may, in some cases, be different than those of Aperture's shareholders generally, will be set forth in the Registration Statement and the definitive proxy statement/prospectus, when available. Shareholders, potential investors and other interested persons should read the Registration Statement and the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. This Presentation is not a substitute for the Registration Statement, the proxy statement/prospectus or for any other document that Aperture may file with the SEC in connection with the Potential Business Combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of other documents filed with the SEC by Aperture through the website maintained by the SEC at www.sec.gov . Changes and Additional Information in Connection with SEC Filings The information in this Presentation has not been reviewed by the SEC and certain information, such as financial measures referenced herein, may not comply in certain respects with SEC rules. As a result, the information in the Registration Statement and the definitive proxy statement/prospectus may differ from this Presentation to comply with SEC rules. The Registration Statement and the definitive proxy statement/prospectus will include substantial additional information about Atlantic and Aperture not contained in this Presentation. Once filed, the information in the Registration Statement and the definitive proxy statement/prospectus will update and supersede the information presented in this Presentation. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE POTENTIAL BUSINESS COMBINATION OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 4
Transaction Summary KEY HIGHLIGHTS1 Efficient infrastructure for bitcoin mining and high performance computing. OVERVIEW § Atlantic HPC Group Inc. ("Atlantic") and Aperture AC (NASDAQ: APUR) ("Aperture") have executed a business combination agreement to enter into a business combination pursuant to which a wholly owned subsidiary of Aperture will merge with and into Atlantic, with Atlantic as the surviving company (the "Transaction") § Upon the closing of the Transaction, the combined company is expected to be listed on Nasdaq under the new ticker AHPC VALUATION1,2 § Pro forma Enterprise Value of $227 million, assuming 0% redemptions by Aperture shareholders § Implied post-merger Enterprise Value to 2027E Revenue multiple of 7.5x § Up to 6 million earnout shares to Atlantic stockholders based on achieving the following operational and stock price milestones: Operational Milestone: 3 million Earnout Shares upon execution of a binding, arm's-length lease for the Phase I capacity (5 MW), with a tenant that is not an affiliate of Atlantic and whose obligations are not funded or guaranteed by Atlantic or its stockholders, and an initial non- cancelable term of at least seven (7) years Stock Price Milestones: 1.5 million Earnout Shares if the volume-weighted average price of the combined company's common stock over any three consecutive calendar months equals or exceeds $12.50 per share, and an additional 1.5 million Earnout Shares if such volume-weighted average price over any three consecutive calendar months equals or exceeds $15.00 per share CAPITAL STRUCTURE § Atlantic stockholders rolling 100% of their equity into transaction (1) See transaction overview on page 24 5
6 Confidential An Energy Backed Digital Infrastructure Platform 98 MW Utility-Approved Capacity SCALED $28.6M FY2026A Revenue1 $4.4M FY2026A EBITDA1,2 1.9 EH/s Hash Rate 47 MW Under Development CONNECTED REVENUE EBITDA EFFICIENT GROWING 6 (1) Company fiscal year end is 6/30. FY2026A is actual but unaudited (2) Adjusted EBITDA; EBITDA to GAAP reconciliation in Appendix
Mission To facilitate bitcoin mining and develop efficient high-performance computing infrastructure to support AI growth. 7
Market Overview 8
Widespread Adoption & Structural Catalysts Benefit Bitcoin Miners Non-zero balance Bitcoin addresses reach ~60 million and block reward halving schedule historically considered a price catalyst NON-ZERO BALANCE BITCOIN ADDRESSES (M)1 (1) https://community-api.coinmetrics.io/v4/timeseries/asset-metrics?assets=btc&metrics=AdrBalCnt (2) https://www.ig.com/ae/bitcoin-btc/bitcoin-halving (3) Yahoo Finance accessed 8/31/2026 9 0 2 4 6 8 10 12 14 - 20,000 40,000 60,000 80,000 100,000 120,000 140,000 9-Jul-16 9-Jul-17 9-Jul-18 9-Jul-19 9-Jul-20 9-Jul-21 9-Jul-22 9-Jul-23 9-Jul-24 9-Jul-25 9-Jul-26 Block Reward BTC Price BITCOIN HISTORICAL PRICE PERFORMANCE VS. BLOCK REWARD HALVING MILESTONES2,3 Block Reward BTC Price 2nd Halving – July 9, 2016 3rd Halving – May 11, 2020 4th Halving – April 20, 2024 0 10 20 30 40 50 60 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
44 62 83 102 124 156 38 40 45 50 56 64 82 103 128 153 181 219 2025 2026 2027 2028 2029 2030 AI Growth is Driving Power Demand & Infrastructure Spend Estimated AI workload global data center capacity demand expected to increase 3.5x by 2030 and require $5.2 trillion in capital expenditures1 3.5x 2025-2030 Change ESTIMATED GLOBAL DATA CENTER CAPACITY DEMAND IN GIGAWATTS1 AI Workload Non-AI Workload (1) https://www.mckinsey.com/industries/technology-media-and-telecommunications/our-insights/the-cost-of-compute-a-7- trillion-dollar-race-to-scale-data-centers ESTIMATED GLOBAL DATA CENTER CAPEX DRIVEN BY AI, 2025-2030 ($T)1 Data Center Infrastructure IT Equipment Power 1.6 3.3 0.3 5.2 Data centers equipped to handle AI processing loads are projected to require $5.2 trillion in capital expenditures, while those powering traditional IT applications are projected to require $1.5 trillion in capital expenditures1 10
2,061 1,374 In Queue Installed Capacity 84 72 72 60 54 48 36 Columbus, OH Silicon Valley, CA Sacramento, CA Phoenix, AZ Ashburn, VA Chicago, IL Pittsburg, PA Bottleneck is the Grid – Not Power Generation or Chips Data center power grid interconnection lead times now average 3 to 7 years in the US1 with the interconnection queue currently 1.5x total US installed capacity2 AVERAGE LEAD TIME TO POWER FOR NEW DATA CENTERS BY MARKET1 (MONTHS) (1) Benjamin Jordan, Senior Director of Integrated Planning, CPS Energy, PowerGen International 2026, San Antonio, TX (2) https://emp.lbl.gov/sites/default/files/2026-06/Queued%20Up%202026%20Edition.pdf (3) https://www.industrialsage.com/power-transformer-lead-times-us-grid-shortage/ US INTERCONNECTION QUEUE – QUEUE CAPACITY VS. INSTALLED BASE (GW)2 1.5x Queue / Installed Capacity Ratio Power transformer lead times now average 128 weeks3 While a physical data facility takes only 12 to 18 months to construct, waiting for utility power, substation allocation, and transmission approvals creates a severe infrastructure bottleneck 11
Bitcoin Mining Conversion Fast-Tracks HPC Miners already possess secured grid interconnections, large blocks of power capacity, real estate, and electrical permits, bypassing the multi-year wait times typically required to build new AI data centers from scratch1 CONVERSION VS. NEW BUILD TIME & COST COMPARISON2,3,4 (1) LBNL, Queued Up: 2026 Edition (median interconnection request-to-COD >5 years for 2025 CODs); CBRE Global Data Center Trends 2026. Capex per MW of critical IT load, excl. GPUs (2) Riot Platforms 8-K, Jan. 16, 2026 ($89.8m / 25 MW = $3.6m per MW; delivered Jan.–May 2026); Core Scientific 8-K (Oct. 2024) and Denton release (Feb. 2025): ~$1.5m per MW CoreWeave capex credit + ~$1.5m per MW own spend (3) Cipher Mining 8-K, Sept. 25, 2025 ($9–11m, 168 MW, ~12 mo.); CleanSpark update, July 2026 ($10–12m, 175 MW, ~15–18 mo.); Core Scientific Q2 2026 call (~$11–12m); IREN, Nov. 3, 2025 ($9–11m, 200 MW) (4) Turner & Townsend Data Centre Cost Index 2025 (U.S. $9.5–13.3m per MW; liquid-cooled AI +7–10%); Applied Digital Polaris Forge 2 (~$15m per MW); Core Scientific 10-K, Mar. 2026 (18–24 mo. build excl. interconnection) KEY ADVANTAGES OF RETROFITTING STRONG PRECEDENT FOR CONVERSION Approach Shell retrofit Tenant-funded fit-out Full AI conversion Tier III, liquid-cooled Greenfield build New site & interconnection Time to Market Capex Per MW ~4–5 months $3m–$3.6m 12–24 months 3–7 years $8m–$12m $8m–$15m Primary Bottleneck Cooling & fit-out by tenant Cooling & redundancy rebuild Grid interconnection queue Grid Access: Interconnection now takes 5+ years; miners already hold energized capacity Immediate Infrastructure: Land, substations and transformers already built and energized Phased Delivery: First halls can energize in months; full build-out proceeds in parallel 12
Company Overview 13
Atlantic at a Glance 14 Atlantic HPC Group Inc. is a U.S.-based bitcoin mining and digital infrastructure company that develops and operates power-intensive computing facilities across Oklahoma, Arkansas, and Ohio — and is expanding into AI infrastructure through its Ohio AI Campus. § Headquartered in Irvine, CA § 16 employees § Founded in 2024 98 MW Utility-Approved Capacity $28.6M FY2026A Revenue1 $4.4m FY2026A EBITDA1,2 47 MW Under Development 303 Bitcoin Mined in FY2026A1 CONNECTED REVENUE EBITDA GROWING ACTIVE (1) Company fiscal year end is 6/30. FY2026A is actual but unaudited (2) Adjusted EBITDA; EBITDA to GAAP reconciliation in Appendix 1.9 EH/s Hash Rate EFFICIENT
LOCATION BTC / HPC CAPACITY (MW) STAGE OKLAHOMA CITY, OK BTC 20 IN OPERATION BLYTHEVILLE, AR BTC 10 IN OPERATION RECTOR, AR BTC 12 IN OPERATION ALLEDONIA, OH — BTC MINING BTC 9 IN OPERATION TOTAL — BTC MINING BTC 51 ALLEDONIA, OH — PHASE 1 HPC 5 UNDER DEVELOPMENT ALLEDONIA, OH — PHASE 2, 3 HPC 21 UNDER DEVELOPMENT PIGGOTT, AR HPC 14 UNDER DEVELOPMENT MCALESTER, OK HPC 7 UNDER DEVELOPMENT TOTAL — HPC DATA CENTERS HPC 47 MCALESTER, OK — EXPANSION HPC 23 HELD FOR FUTURE DEVELOPMENT TOTAL — HELD FOR FUTURE DEVELOPMENT HPC 23 98 MW of utility-approved power capacity across six sites, of which 51 MW is currently in operation serving bitcoin mining1 and 47 MW is under development; an additional 23 MW is held for future development2,3,4,5 Six Sites, Built Around Power 15 (1) 9 MW of utility-approved capacity allocated to bitcoin mining at Alledonia, OH is currently offline while mining hardware is upgraded (2) Sites in operation are those where construction is complete and the facility is commissioned, energized, and capable of serving customer or company compute loads (3) Sites under construction are those meeting the under development criteria where Atlantic has obtained the required permits and commenced physical construction (4) Sites under development are those where Atlantic has secured both the land (owned, or under a definitive lease or purchase agreement) and power (an executed power supply or interconnection agreement for a specified capacity), but where construction has not commenced (5) Sites held for future development are those where Atlantic holds an executed land instrument or a written utility capacity allocation, but not yet both land and power under executed definitive agreements. Targeted MW is a management estimate supported by written analysis and is not included in totals of executed capacity
51 MW 5 MW 21 MW 21 MW 23 MW 121 MW Atlantic's Development Platform 16 ATLANTIC DEVELOPMENT PLATFORM DESCRIPTION Existing Mining In Operation Phase I AI Campus Phase II &III AI Campus Under Development Total Development Platform Bitcoin mining facilities currently operating across 4 sites1 Non-binding LOI signed and expected to be first contracted AI infrastructure customer; expected to demonstrate market demand for campus capacity and establishes foundation for future expansion Existing utility capacity already secured; incremental expansion lowers development risk; ability to support additional AI and HPC customers; creates long-term infrastructure value Total Development Platform includes existing mining operating capacity, Phase I-III AI Campus capacity, utility- approved capacity under development and projects held for future development Utility-approved capacity currently under development (1) 9 MW of utility-approved capacity allocated to bitcoin mining at Alledonia, OH is currently offline while mining hardware is upgraded Atlantic's 121 MW of total development pipeline is anchored by 98 MW of utility-approved power capacity Held for Future Development Projects held for future development
Atlantic's Six Sites 17 3 sites are in operation solely mining bitcoin, 1 site is in operation mining bitcoin1 and in development for AI compute (Ohio AI Campus), and 2 remaining sites are under development / held for future development (Piggot and McAlester) Fifteen minutes from the city center, the OKC facility runs advanced water-cooling technology tuned for peak efficiency and minimal noise. OKLAHOMA CITY, OKLAHOMA 20 MW · LIQUID-COOLED · IN OPERATION WATER-COOLED COMPUTE NEAR DOWNTOWN. Strategically situated next to a 175-megawatt solar park, Blytheville runs high-performance liquid-cooled systems on abundant, low-cost regional energy. BLYTHEVILLE, ARKANSAS 10 MW · LIQUID-COOLED · IN OPERATION SOLAR-ADJACENT LIQUID-COOLED COMPUTE. Sharing the solar-adjacent corridor with Blytheville, the Rector facility is optimized for high-density, liquid- cooled mining. RECTOR, ARKANSAS 12 MW · LIQUID-COOLED · IN OPERATION SCALING BESIDE THE SAME SOLAR CORRIDOR. (1) 9 MW of utility-approved capacity allocated to bitcoin mining at Alledonia, OH is currently offline while mining hardware is upgraded
Atlantic's Six Sites (Cont.) 18 A site extending Atlantic's operating presence in Oklahoma, targeted at AI and HPC infrastructure. MCALESTER, OKLAHOMA2 7 MW · LIQUID-COOLED · UNDER DEVELOPMENT 23 MW · HELD FOR FUTURE DEVELOPMENT OKLAHOMA DEVELOPMENT SITE. A new addition to Atlantic's Arkansas footprint, planned around liquid-cooled capacity. PIGGOTT, ARKANSAS 14 MW · LIQUID-COOLED · UNDER DEVELOPMENT THE NEWEST ARKANSAS DEVELOPMENT. Built on a former coal mining site, the Alledonia facility puts industrial land back to productive use. Site is dual-use with bitcoin mining operations and expansion plans for Ohio AI Campus. ALLEDONIA, OHIO 9 MW · AIR-COOLED · IN OPERATION 1 26 MW · UNDER DEVELOPMENT NEW CAPACITY ON RECLAIMED MINING GROUND. (1) 9 MW of utility-approved capacity allocated to bitcoin mining at Alledonia, OH is currently offline while mining hardware is upgraded (2) Rendered visualization of facility 3 sites are in operation solely mining bitcoin, 1 site is in operation mining bitcoin1 and in development for AI compute (Ohio AI Campus), and 2 remaining sites are under development / held for future development (Piggot and McAlester)
Ohio AI Campus – AI-Ready Infrastructure, Built in Phases 19 The Ohio AI Campus is Atlantic's first AI-focused infrastructure project, an expansion of the Alledonia, OH site, backed by 34.8 MW of utility-approved capacity. Phase I delivers a 5 MW AI-ready data center, with a phased buildout toward a 35 MW campus ALLEDONIA, OHIO1 OVERVIEW3 § Total future campus size – 35 MW § Phase I – 5 MW, under development § Phase II – 10 MW, planned § Phase III – 20 MW, planned STRATEGIC RATIONALE § Existing utility-supported infrastructure § Remaining capacity available for future development § Ability to accommodate additional AI and HPC tenants § Lower development risk due to existing operating platform2 (1) Rendered visualization of facility (2) 9 MW of utility-approved capacity allocated to bitcoin mining at Alledonia, OH is currently offline while mining hardware is upgraded (3) Phases II & III expected to include 9 MW currently allocated to bitcoin mining
Atlantic's Anticipated Leasing Strategy 20 Atlantic intends to operate a capital and resource efficient leasing strategy ILLUSTRATIVE CONTRACT STRUCTURE § Atlantic provides: ⎼Atlantic intends to provide a powered shell developed to a design standard that Atlantic believes will be generally consistent with Tier III concurrent-maintainability principles ⎼Power and cooling infrastructure sized and configured to support liquid cooling § Tenant provides: ⎼RDHx and direct-to-chip liquid cooling ⎼Racks, cabinets, and equipment containment systems ⎼IT equipment, including GPUs, servers, storage, and networking ⎼Structured cabling and cross-connects ⎼All other equipment and connections necessary to operate the Tenant's workloads at the Premises § Term: 7 years § Base rent per month based on contracted power capacity § Electricity billed to Tenant based on usage on a pass-through basis
Financial Overview 21
303 332 290 166 FY2026A FY2027E FY2028E FY2029E 4.4 (3.9) 6.5 17.1 FY2026A FY2027E FY2028E FY2029E 0 5 26 26 FY2026A FY2027E FY2028E FY2029E 28.6 24.7 22.8 13.7 - - 13.2 26.4 28.6 24.7 36.0 40.1 FY2026A FY2027E FY2028E FY2029E Projected Financials REVENUE ($M)1 AI CAPACITY BUILT (MW)1 EBITDA ($M)1,2 BITCOIN MINED1 Mining Revenue AI Infrastructure Revenue 22 (1) Company fiscal year end is 6/30. FY2026A is actual but unaudited (2) Adjusted EBITDA; EBITDA to GAAP reconciliation in Appendix Bitcoin Halving ~April 2028 Bitcoin Halving ~April 2028 Bitcoin Halving ~April 2028
Transaction Overview 23
Sources $ % Shares APUR Public Shares 1 $102 32% 10.2 APUR Public Rights + Rep. Shares $30 9% 3.0 New Equity Issued to Atlantic $150 46% 15.0 APUR Sponsor Shares + Rights $42 13% 4.2 Total Sources $324 100% 32.4 Uses $ % New Equity Issued to Atlantic $150 46% APUR Public Rights + Rep. Shares $30 9% APUR Sponsor Shares + Rights $42 13% Cash to Company Balance Sheet 1 $97 30% Estimated Transaction Fees $5 2% Total Uses $324 100% Sponsor Shares 13% Public Shares 41% Atlantic Shares 46% APUR Share Price $10.00 Pro Forma Shares Outstanding 32.4 Pro Forma Equity Value $324 Pro Forma Net Debt (Cash) (97) Total Pro Forma Enterprise Value $227 § Transaction consideration comprised of shares of Aperture common stock with 100% equity rollover by Atlantic stockholders to align interests § Pro forma cash balance of $97m1 to be deployed toward organic growth, geographic expansion and bolt-on M&A § Atlantic stockholders are expected to retain 46% ownership of the combined company at time of business combination in 0% redemptions scenario Transaction Overview COMMENTARY PRO FORMA OWNERSHIP2 PRO FORMA VALUATION (MILLIONS, EXCEPT PER SHARE DATA)3 SOURCES & USES (MILLIONS, EXCEPT PER SHARE DATA) 24 (1) Assumes 0% redemptions by Aperture shareholders (2) Ownership and share count excludes up to 6.0 million earnout shares to the existing Atlantic shareholders; 3.0 million upon achievement of the operational milestone and 3.0 million upon achievement of the stock prices milestones (1.5 million at $12.50 per share and 1.5 million at $15.00 per share) stated on page 5 (3) Net debt calculation excludes $8.2 million cash and $1.1 million due to related parties and $0.5 million derivative liability-hashrate services liabilities held at company as of 6/30/2026
7.5x 25.7x 24.6x 15.2x 12.2x 11.3x 8.8x 7.9x 7.4x 4.1x 3.0x EV / 2027E Revenue Select Peers Valuation Benchmarking BITCOIN MINERS TO HPC CONVERSION1,2 25 (1) Source FactSet accessed 9/10/2026 (2) Atlantic, IREN and CleanSpark revenue has been calendarized for comparability; Atlantic and IREN 2027E revenue is based on 6/30/2027 fiscal year end, CleanSpark fiscal year end is on 9/30/2027, remainder of peer group fiscal year end is on 12/31/2027
Appendix 26
($ in Thousands) 1 FY2026A Net income (10,052) Interest 6 Taxes 12 Depreciation 13,701 EBITDA 3,667 Add back Travel & related expenses 550 Realized gain/loss on sale of cryptoassets 180 Realized gain/loss on derivatives 155 Unrealized gain/loss on cryptoassets 5 Gain/loss on disposal 3 Other income 0 Unrealized gain on derivatives liability (58) 2026 accrued bonus expense (66) 2026 accrued 401(k) match (30) Non-operating expenses (donation expenses) 20 Total 759 Adjusted EBITDA 4,427 GAAP to Adjusted EBITDA Bridge 27 (1) Company fiscal year end is 6/30. FY2026A is actual but unaudited
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Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 7A
-Section B
-Subsection 2
+ Details
Name:
dei_EntityExTransitionPeriod
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
dei_
Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
dei:securityTitleItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
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Data Type:
xbrli:booleanItemType
Balance Type:
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Period Type:
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X
- Details
Name:
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Namespace Prefix:
Data Type:
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Balance Type:
Period Type:
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- Details
Name:
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Namespace Prefix:
Data Type:
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Balance Type:
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