A bitcoin miner with $28.6M in annual revenue is seeking a $227M valuation through a SPAC merger to pivot into AI data center operations.

Atlantic HPC Group, a California-based bitcoin miner, is seeking to rebrand itself as an AI infrastructure company through a SPAC merger with Aperture AC. The pitch asks public-market investors to value a business built almost entirely on bitcoin mining—which generated $28.6 million in unaudited fiscal 2026 revenue—at a $227 million enterprise value, despite the absence of material AI infrastructure revenue to date.

Under the transaction structure, Atlantic receives a $150 million pre-money equity value. Assuming no shareholder redemptions, the deal implies a $324 million pro forma equity value for the combined company, with Atlantic shareholders owning 46% at closing before potential earnout shares. The company reported $4.4 million of adjusted EBITDA against a $10.1 million net loss in fiscal 2026; on an unadjusted basis, EBITDA was $3.7 million.

The near-term transition offers little relief to that dependency. Atlantic forecasts fiscal 2027 revenue declining to $24.7 million, entirely from mining operations, while adjusted EBITDA swings negative to a $3.9 million loss. AI infrastructure revenue does not appear in management projections until fiscal 2028, when the company expects $13.2 million from AI infrastructure and $22.8 million from mining, totaling $36.0 million.

Atlantic's value proposition centers on power infrastructure. The company claims 98 MW of utility-approved capacity across six sites: 51 MW currently in operation for bitcoin mining, 47 MW designated for HPC data center development, and 23 MW held for future expansion. The company defines "under development" as sites where land and power agreements are secured but construction has not commenced.

The flagship AI project is an Ohio campus at Atlantic's Alledonia site. Phase I calls for a 5 MW AI-ready data center, with the broader plan targeting approximately 35 MW. Atlantic has signed a non-binding letter of intent with an expected first customer. Three million earnout shares are contingent on securing a binding, arm's-length lease for the 5 MW phase with a non-affiliated tenant for a minimum of seven years.

The transaction is expected to close in the first quarter of 2027, subject to shareholder, regulatory, and exchange approvals. The combined company plans to trade on Nasdaq under the ticker AHPC. Atlantic's SEC filings acknowledge that its AI/HPC business has generated no material revenue to date and offer no assurance the company will secure definitive customer agreements or successfully execute the transition.