AmperCap Acquisition Co

false --11-30 0002101393 0002101393 2026-06-02 2026-06-02 0002101393 APMCU:UnitsEachConsistingOfOneOrdinaryShareAndOneRightMember 2026-06-02 2026-06-02 0002101393 APMCU:OrdinarySharesParValue0.0001PerShareMember 2026-06-02 2026-06-02 0002101393 APMCU:RightsEachRightEntitlingHolderToReceiveOnetenth110OfOneOrdinaryShareUponConsummationOfInitialBusinessCombinationMember 2026-06-02 2026-06-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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): June 2, 2026 AmperCap Acquisition Company (Exact name of registrant as specified in its charter) Cayman Islands 001-43322 61-2317653 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 12 East 49th Street , 18th Floor New York , NY 10017 (Address of principal executive offices, including zip code) Registrant’s telephone number, including area code: ( 917 ) 907-1171 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 Units, each consisting of one ordinary share and one right APMCU The Nasdaq Stock Market LLC Ordinary shares, par value $0.0001 per share APMC The Nasdaq Stock Market LLC Rights, each right entitling the holder to receive one-tenth (1/10) of one ordinary share upon the consummation of an initial business combination APMCR The Nasdaq Stock Market LLC 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 1.01. Entry into a Material Definitive Agreement. On June 4, 2026, AmperCap Acquisition Company (the “ Company ”) consummated its initial public offering (“ IPO ”) of 12,500,000 units (the “ Units ”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $125,000,000. Each Unit consists of one ordinary share of the Company, par value $0.0001 per share (the “ Ordinary Shares ”), and one right to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Company’s initial business combination (each, a “ Share Right ”). In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s registration statement: ● An Underwriting Agreement, dated June 2, 2026, by and between the Company and EarlyBirdCapital, Inc., (“ EBC ”) as representative of the several underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. ● A Business Combination Marketing Agreement , dated June 2, 2026, by and between the Company and EBC as representative of the several underwriters, a copy of which is attached as Exhibit 1.2 hereto and incorporated herein by reference. ● A Share Rights Agreement, dated June 2, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as share rights agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. ● A Letter Agreement, dated June 2, 2026, by and among the Company, its officers, its directors and the Sponsor and certain third-party investors, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. ● An Investment Management Trust Agreement, dated June 2, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. ● A Registration Rights Agreement, dated June 2, 2026, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. ● A Private Placement Units Purchase Agreement, dated June 2, 2026 (the “ Sponsor Private Placement Units Purchase Agreement ”), by and between the Company and AmperSPAC LLC (the “ Sponsor ”), a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. ● A Private Placement Units Purchase Agreement, dated June 2, 2026 (the “ EBC Private Placement Units Purchase Agreement ”), by and between the Company and EBC, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. ● Indemnity Agreements, dated June 2, 2026, by and between the Company and each of its officers and directors, a form of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. ● Administrative Services Agreement, dated June 2, 2026, by and between the Company and Sponsor, a copy of which is attached as Exhibit 10.7 hereto and incorporated herein by reference. ● Risk Capital Subscription Agreements, dated May 22, and May 27, 2026 respectively, by and between the Company and certain third-party investors, a form of which is attached as Exhibit 10.8 hereto and incorporated herein by reference (“ Risk Capital Subscription Agreement ,” together with the Sponsor Private Placement Units Purchase Agreement and the EBC Private Placement Units Purchase Agreement, the “ Private Placement Units Purchase Agreements ”). Item 3.02. Unregistered Sales of Equity Securities. Simultaneously with the closing of the IPO, pursuant to the Private Placement Units Purchase Agreements, the Company completed the private sale of an aggregate of 512,500 units (the “ Private Placement Units ”) to the Sponsor, EBC and certain third-party investors at a price of $10.00 per Private Placement Unit. The Private Placement Units (and underlying securities) are identical to the units included in the Units sold in the IPO, except as otherwise disclosed in the Company’s registration statement for its IPO. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 2, 2026, in connection with the IPO, John Salemi, Luis Pena Kegel, and Alfredo Flores Ibarrola (collectively, the “ Directors ”) were appointed to the board of directors of the Company (the “ Board ”). Effective June 2, 2026, each of Mr. Kegel, Mr. Salemi and Mr. Ibarrola was appointed to the Board’s Audit Committee, with Mr. Salemi serving as chair of the Audit Committee. Additionally, each of Mr. Kegel, Mr. Salemi and Mr. Ibarrola was appointed to the Board’s Compensation Committee, with Mr. Salemi serving as chair of the Compensation Committee. On June 2, 2026, the Company entered into indemnity agreements with each of the officers and Directors, which agreements require the Company to indemnify such individuals to the fullest extent permitted by appli