Aperture to acquire Atlantic HPC Group for $150 million in stock

, 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. S. S.

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. "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. " "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. 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.

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. S. Securities and Exchange Commission (the "SEC").