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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):
July 31, 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.
As previously disclosed on a Current Report on
Form 8-K dated June 5, 2026, AmperCap Acquisition Company (the “Company”) entered into an Administrative Services Agreement
(the “Original Agreement”) with AmperSPAC LLC, a Delaware limited liability company and the Company’s sponsor
(the “Sponsor”) on June 2, 2026. Pursuant to the Original Agreement, the Company agreed to reimburse the Sponsor up
to $5,000 per month for certain office space, utilities and secretarial and administrative support as may be reasonably required by the
Company (the “Services Fee”), beginning on the Listing Date and continuing monthly thereafter until the Termination
Date (each as defined in the Original Agreement).
On July 31, 2026, the Company entered into an Amendment
to Administrative Services Agreement (the “Amendment”) with the Sponsor to provide for the payment of the Services
Fee to be made on a quarterly basis. Effective July 1, 2026, such payments shall be made in advance on a quarterly basis in the first
month of each calendar quarter; provided that any portion of the Services Fee that has been paid for a given month but has not accrued
as of the Termination Date shall be refunded to the Company within five (5) business days of the Termination Date.
The foregoing description of the Amendment does
not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which is filed as Exhibit
10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is
being filed herewith:
| Exhibit No. |
|
Description |
| 10.1 |
|
Amendment to Administrative Services Agreement, dated July 31, 2026, by and between the Company and Sponsor. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
AMPERCAP ACQUISITION COMPANY |
| |
|
|
| |
By: |
/s/ Harish Dadoo Gonzalez |
| |
|
Name: |
Harish Dadoo Gonzalez |
| |
|
Title: |
Co-Chief Executive Officer and Chief Financial Officer |
| |
|
|
|
| Dated: August 5, 2026 |
|
|