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:
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).
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.
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.
Exhibit 99.1
AMPERCAP
ACQUISITION COMPANY
INDEX
TO FINANCIAL STATEMENT
| Report
of Independent Registered Public Accounting Firm |
|
F-2 |
| Balance
Sheet as of June 4, 2026 |
|
F-3 |
| Notes
to Financial Statement |
|
F-4 |
Report
of Independent Registered Public Accounting Firm
To
the Shareholders and Board of Directors of
AmperCap
Acquisition Company
Opinion
on the Financial Statements
We
have audited the accompanying balance sheet of AmperCap Acquisition Company (the “Company”) as of June 4, 2026, and the related
notes (collectively referred to as the “financial statement”). In our opinion, the financial statement presents fairly, in
all material respects, the financial position of the Company as of June 4, 2026, in conformity with accounting principles generally accepted
in the United States of America.
Basis
for Opinion
This
financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial
statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
(“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws
and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our
audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides
a reasonable basis for our opinion.
/s/
CBIZ CPAs P.C.
CBIZ
CPAs P.C.
We
have served as the Company’s auditor since 2025.
New
York, NY
June
18, 2026
AMPERCAP
ACQUISITION COMPANY
BALANCE
SHEET
June 4,
2026
| ASSETS | |
| |
| Current assets: | |
| |
| Cash | |
$ | 3,000 | |
| Due
from Sponsor | |
| 894,103 | |
| Prepaid
insurance | |
| 129,407 | |
| Prepaid
expenses | |
| 10,172 | |
| Total
current assets | |
| 1,036,682 | |
| Cash
held in Trust Account | |
| 126,250,000 | |
| TOTAL
ASSETS | |
$ | 127,286,682 | |
| | |
| | |
| LIABILITIES,
REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ EQUITY: | |
| | |
| Current
liabilities: | |
| | |
| Accounts
payable | |
$ | 62,123 | |
| Accrued
offering costs | |
| 142,037 | |
| Over-allotment
liability | |
| 97,500 | |
| Total
Current Liabilities | |
| 301,660 | |
| | |
| | |
| Commitments
and Contingencies (Note 7) | |
| | |
| Ordinary Shares subject
to possible redemption, 12,500,000 shares at redemption value of $10.10 per share | |
| 126,250,000 | |
| | |
| | |
| Shareholders’
Equity: | |
| | |
| Preference shares, $0.0001
par value; 5,000,000 shares authorized; none issued and outstanding as of June 4, 2026 | |
| — | |
| Ordinary
shares, $0.0001 par value; 500,000,000 shares authorized; 5,579,167 issued and outstanding as of June 4, 2026, excluding 12,500,000
shares subject to possible redemption(1) | |
| 558 | |
| Additional
paid-in capital | |
| 902,979 | |
| Accumulated
deficit | |
| (168,515 | ) |
| Total
Shareholders’ Equity | |
| 735,022 | |
| TOTAL
LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ EQUITY | |
$ | 127,286,682 | |
| (1) | Includes
up to 660,870 ordinary shares subject to forfeiture if the over-allotment option is not exercised
in full or in part by the underwriters (Note 6). On June 8, 2026, the Underwriter partially
exercised its over-allotment option for an additional 1,837,500 Public Units. As a result,
647,653 of these ordinary shares are no longer subject to forfeiture. |
The
accompanying notes are an integral part of this financial statement.
AMPERCAP
ACQUISITION COMPANY
NOTES
TO FINANCIAL STATEMENT
June 4,
2026
NOTE
1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
AmperCap
Acquisition Company (the “Company”) is a blank check company incorporated in the Cayman Islands on December 5, 2025. The
Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar
business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry
or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and,
as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As
of June 4, 2026, the Company had not commenced any operations. All activity for the period from December 5, 2025 (inception) through
June 4, 2026 relates to the Company’s formation and initial public offering (“Initial Public Offering”). The Company
will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate
non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering
and sale of Private Placement Units (defined below). The Company has selected December 31 as its fiscal year end.
The
registration statement for the Company’s Initial Public Offering was declared effective on June 2, 2026. On June 4, 2026, the
Company consummated the Initial Public Offering of 12,500,000 units (the “Units” and, with respect to the ordinary shares
included in the Units sold, the “Public Shares”), generating gross proceeds of $125,000,000 (see Note 3).
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of 512,500 units as follows: (i) by and among the Company
and AmperSPAC LLC (the “Sponsor”) to purchase an aggregate of 247,500 units, (ii) by and between the Company and EarlyBirdCapital,
Inc. (the “Underwriter” or “EBC”) for the purchase by the Underwriter of an aggregate of 137,500 units and (iii)
by and between the Company and third-party investors for the purchase by the third-party investors of an aggregate of 127,500 units (collectively,
the “Private Placement Units”) at a price of $10.00 per unit, generating gross proceeds of $5,125,000 (see Note 4).
Following
the closing of the Initial Public Offering on June 4, 2026, an amount of $126,250,000 from the net proceeds of the sale of the Units
in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”),
to be invested only in U.S. government treasury obligations with maturities of 185 days or less or in money market funds meeting certain
conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest
only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the
distribution of the funds held in the Trust Account, as described below.
Transaction
costs related to the issuances described above amounted to $4,059,373, consisting of $2,500,000 of cash underwriting fees, $1,158,975
for the value of the Founder Shares transferred to third party investors and $525,398 of other offering costs, partially offset by the
Underwriters’ reimbursement of 125,000. In addition, at June 4, 2026, $894,103 of cash was held by the Sponsor outside of the Trust
Account and is available for working capital purposes.
The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering
and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward
consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully.
The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value
of at least 80% of the Trust Account (excluding the amount of deferred underwriting discounts held in the Trust Account and taxes payable
on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. The Company will
only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities
of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment
company under the Investment Company Act. Upon the closing of the Initial Public Offering, management has agreed that an amount equal
to at least $10.10 per Unit sold in the Initial Public Offering, including the proceeds from the sale of the Private Placement Units,
will be held in the Trust Account.
The
Company will provide its holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem
all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting
called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder
approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders
will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account, plus any interest
income earned thereon (initially anticipated to be $10.10 per Public Share, plus any pro rata interest earned on the funds held in the
Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon completion
of a Business Combination with respect to the Company’s share rights. The Public Shares subject to redemption will be recorded at redemption
value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting
Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities
from Equity (“ASC 480”).
AMPERCAP
ACQUISITION COMPANY
NOTES
TO FINANCIAL STATEMENT
June 4,
2026
The
Company will proceed with a Business Combination only if a majority of the shares voted are voted in favor of the Business Combination.
If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons,
the Company will, pursuant to its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum
and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission
(“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder
approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons,
the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the
tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote
its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving
a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote
for or against the proposed transaction or do not vote at all.
Notwithstanding
the above, if the Company seeks shareholder approval of a Business Combination and the Company does not conduct redemptions pursuant
to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together
with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”
(as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the
prior consent of the Company.
The
Sponsor has agreed to waive redemption rights with respect to any Founder Shares held and any Public Shares they may have acquired during
or after the Initial Public Offering in connection with the completion of a Business Combination, except that Public Shares held by the
initial shareholders will be subject to mandatory redemption upon any diminution of the Trust Account in connection with an extension,
and such shares will be entitled to redemption at a price equal to the per share redemption value then held in the Trust Account in connection
therewith.
AMPERCAP
ACQUISITION COMPANY
NOTES
TO FINANCIAL STATEMENT
June 4,
2026
The
Company will have until March 4, 2028, 21 months from the closing of the Initial Public Offering, or such earlier liquidation date
as may be approved by the Company’s board of directors, to complete a Business Combination (the “Completion Period”).
However, if the Company anticipates that it may not be able to consummate a Business Combination within 21 months from the closing of
the Initial Public Offering, the Company may, but is not obligated to, by resolution of the board if requested by the initial shareholders,
extend the period of time to consummate a Business Combination by seeking shareholder approval to amend the Amended and Restated Memorandum
and Articles of Association to extend the date by which the Company must consummate the initial Business Combination. If the Company
seeks shareholder approval for an extension, holders of Public Shares will be offered an opportunity to redeem their shares, regardless
of whether they abstain, vote for, or against, the Company’s initial Business Combination, at a per share price, payable in cash,
equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (which interest shall be net of
amounts not previously released to the Company pursuant to permitted withdrawals), divided by the number of then issued and outstanding
Public Shares, subject to applicable law. For the avoidance of doubt, the time to complete a Business Combination shall not be extended
beyond 21 months without a shareholder vote. The Underwriter has agreed to waive their rights to their deferred underwriting commission
held in the Trust Account in the event the Company does not complete a Business Combination within the Completion Period and, in such
event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of
the Public Shares.
In
order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent
any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company
have entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the
amount of funds in the Trust Account to below the lesser of (i) $10.10 per Public Share and (ii) the actual amount per Public Share held
in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per Public Share due to reductions in
the value of the Trust Account assets, in each case less taxes payable and up to $100,000 of interest to pay liquidation expenses, provided
that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all
rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the
indemnity of the Underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities
Act of 1933, as amended (the “Securities Act”).
Going
Concern Consideration
As
of June 4, 2026, the Company had a working capital surplus of $735,022. Prior to the completion of the Initial Public Offering,
the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year
from the issuance date of the financial statement. The Company has since completed its Initial Public Offering at which time capital
in excess of the funds deposited in the Trust Account and/or used to fund offering expenses will be available to the Company for general
working capital purposes. The amount of excess funds is currently represented as Due from Sponsor in the amount of $894,103 on the balance
sheet as of June 4, 2026. Accordingly, management has since re-evaluated the Company’s liquidity and financial condition and
determined that sufficient capital exists to sustain operations one year from the date the financial statement is issued and therefore
substantial doubt has been alleviated.
NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America
(“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced
disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously
approved.
AMPERCAP
ACQUISITION COMPANY
NOTES
TO FINANCIAL STATEMENT
June 4,
2026
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which
is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used.
Use
of Estimates
The
preparation of a financial statement in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the date of the financial statement and the reported amounts of expenses
and disclosure of contingent assets and liabilities during the reporting period. Making estimates requires management to exercise significant
judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed
at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to
one or more future confirming events. Accordingly, actual results could differ from those estimates.
Cash
and Cash Equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company had $3,000 in cash as of June 4, 2026.
Cash
Held in Trust Account
As
of June 4, 2026, the Company had $126,250,000 in cash held in the Trust Account.
Ordinary
Shares Subject to Possible Redemption
The
Company’s Ordinary Shares that were sold as part of the Units in the Initial Public Offering contain a redemption feature which
allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or
tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and
Restated Memorandum and Articles of Association. In accordance with ASC 480, conditionally redeemable ordinary shares (including ordinary
shares that have redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain
events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve
the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although
the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will only redeem its Public
Shares. However, the threshold in its Amended and Restated Memorandum and Articles of Association would not change the nature of the
underlying shares as redeemable and thus the Public Shares are required to be presented outside of permanent equity. The Company recognizes
changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption
value ($10.10 per share as of June 4, 2026) at the end of each reporting period. Such changes are reflected in additional paid-in
capital, or in the absence of additional paid-in capital, in accumulated deficit.
AMPERCAP
ACQUISITION COMPANY
NOTES
TO FINANCIAL STATEMENT
June 4,
2026
As
of June 4, 2026, the ordinary shares reflected in the balance sheet is reconciled in the following table:
| Gross
proceeds | |
$ | 125,000,000 | |
| Less: | |
| | |
| Proceeds
allocated to Public Share Rights | |
| (1,387,500 | ) |
| Proceeds
allocated to Over allotment liability | |
| (97,500 | ) |
| Issuance
costs allocated to Ordinary Shares | |
| (2,850,308 | ) |
| Plus: | |
| | |
| Accretion
of carrying value to redemption value | |
| 5,585,308 | |
| Ordinary
shares subject to possible redemption | |
$ | 126,250,000 | |
Offering
Costs Associated with the Initial Public Offering
The
Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering.
Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to
the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are
recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately.
The Company incurred offering costs amounting to $4,059,373, consisting of 2,500,000 of cash underwriting fees, $1,158,975 for the value
of the Founder Shares transferred to third party investors and $525,398 of other offering costs, partially offset by the Underwriters’
reimbursement of 125,000. As such, the Company recorded $2,850,308 of offering costs as a reduction of temporary equity and $1,209,065
of offering costs as a reduction of permanent equity.
Derivative
Financial Instruments
The
Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded
derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted
for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each
reporting date. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or
as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or
non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance
sheet date. The underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently
redeemable shares and will be accounted for as a liability in accordance with ASC 815-40 if not fully exercised at the time of the Initial
Public Offering.
Share
Rights
The
Company will account for the Public and Private Placement Rights to be issued in connection with the Initial Public Offering and the
private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly,
the Company evaluated and has classified the rights under equity treatment at their assigned values. There were 12,500,000 Public Share
Rights and 512,500 Private Placement Rights outstanding as of June 4, 2026.
AMPERCAP
ACQUISITION COMPANY
NOTES
TO FINANCIAL STATEMENT
June 4,
2026
Income
Taxes
The
Company accounts for income taxes under ASC Topic 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition
of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets
and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally
requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not
be realized.
ASC
740 also clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements and prescribes
a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected
to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination
by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim
periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain
tax positions requiring recognition in the Company’s financial statement.
The
Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized
tax benefits and no amounts accrued for interest and penalties as of June 4, 2026. The Company is currently not aware of any issues
under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an
exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands
or the United States. Consequently, income taxes are not reflected in the Company’s financial statement.
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution
which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account
and management believes the Company is not exposed to significant risks on such account.
Fair
Value of Financial Instruments
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurement,
approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Fair
value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction
between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| ● | Level
1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments
in active markets; |
| ● | Level
2, defined as inputs other than quoted prices in active markets that are either directly
or indirectly observable such as quoted prices for similar instruments in active markets
or quoted prices for identical or similar instruments in markets that are not active; and |
| ● | Level
3, defined as unobservable inputs in which little or no market data exists, therefore requiring
an entity to develop its own assumptions, such as valuations derived from valuation techniques
in which one or more significant inputs or significant value drivers are unobservable. In
some circumstances, the inputs used to measure fair value might be categorized within different
levels of the fair value hierarchy. In those instances, the fair value measurement is categorized
in its entirety in the fair value hierarchy based on the lowest level input that is significant
to the fair value measurement. |
AMPERCAP
ACQUISITION COMPANY
NOTES
TO FINANCIAL STATEMENT
June 4,
2026
Recently
Adopted Accounting Standards
Management
does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect
on the Company’s financial statements.
NOTE
3. INITIAL PUBLIC OFFERING
The
registration statement for the Company’s Initial Public Offering was declared effective on June 2, 2026. On June 4, 2026,
the Company consummated the Initial Public Offering of 12,500,000 Units, generating gross proceeds of $125,000,000. Each Unit consisted
of one ordinary share and one right to receive one-tenth (1/10) of one ordinary share (“Public Share Right”). The Company will
not issue fractional shares in connection with a conversion of rights. Fractional shares will either be rounded down to the nearest whole
share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law.
NOTE
4. PRIVATE PLACEMENT
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of 512,500 Private Placement Units at a price of $10.00
per unit generating gross proceeds of $5,125,000 as follows: (i) by and among the Company and the Sponsor to purchase an aggregate of
247,500 Private Placement Units for an aggregate purchase price of $2,475,000, (ii) by and between the Company and the Underwriters to
purchase an aggregate of 137,500 Private Placement Units for an aggregate purchase price of $1,375,000 and (iii) by and between the Company
and the third-party investors to purchase an aggregate of 127,500 Private Placement Units for an aggregate purchase price of $1,275,000.
The proceeds from the sale of the Private Placement Units were added to the net proceeds from the Initial Public Offering held in the
Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the
Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements
of applicable law) and the Private Placement Units will expire worthless.
NOTE
5. SEGMENT INFORMATION
ASC
Topic 280, Segment Reporting, establishes standards for companies to report, in their financial statements, information about
operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise
that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information
is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate
resources and assess performance.
The
Company’s CODM has been identified as the Chief Financial Officer, who reviews the operating results for the Company as a whole
to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company
only has one reportable segment.
AMPERCAP
ACQUISITION COMPANY
NOTES
TO FINANCIAL STATEMENT
June 4,
2026
The
CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss. The measure of segment
assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding
resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following:
| | |
June
04, 2026 | |
| Cash | |
$ | 3,000 | |
| Due from
Sponsor | |
| 894,103 | |
| Prepaid
insurance | |
| 129,407 | |
| Prepaid
expenses | |
| 10,172 | |
| Cash
held in Trust Account | |
| 126,250,000 | |
| Total
assets | |
$ | 127,286,682 | |
The
CODM reviews formation, general and administrative expenses to manage and forecast cash to ensure enough capital is available to complete
a business combination or similar transaction within the business combination period. The CODM also reviews formation, general and administrative
expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Formation,
general and administrative expenses, are the significant segment information provided to the CODM on a regular basis.
The
CODM reviews the position of total assets available with the Company to assess if the Company has sufficient resources available to discharge
its liabilities. The CODM is provided with details of cash and liquid resources available with the Company.
NOTE
6. RELATED PARTY TRANSACTIONS
Founder
Shares
On
January 6, 2026, the Sponsor was issued 4,791,667 ordinary shares (the “Founder Shares”) for an aggregate price of $25,000
paid to cover certain expenses on behalf of the Company. The Founder Shares include an aggregate of up to 625,000 ordinary shares subject
to forfeiture by the Sponsor to the extent that the Underwriter’s over-allotment option is not exercised in full or in part, so that
the Sponsor will own, on an as-converted basis, 25% of the Company’s issued and outstanding shares after the Initial Public Offering.
On the same day, EBC was issued 275,000 ordinary shares (“EBC Founder Shares”) for an aggregate purchase price, and total consideration
of $1,435. Up to 35,870 of the ordinary shares are subject to forfeiture by EBC on a pro rata basis to the extent to which the underwriters’
over-allotment option is not exercised. On June 8, 2026, the Underwriter partially exercised its over-allotment option for an additional
1,837,500 Units. As a result, 647,653 Founder Shares are no longer subject to forfeiture.
Transfer
of Founder Shares
At
the close of the Initial Public Offering, the Sponsor transferred an aggregate of 1,147,500 Founder Shares to third-party investors (Clear
Street LLC, SPAC Sponsor Capital Access, and SPAC Special Opportunity Fund, LP) for an aggregate consideration of approximately $5,987,
or approximately $0.005 per share. The Founder Shares were transferred in connection with the investors’ purchase of an aggregate
of 127,500 Private Placement Units at a price of $10.00 per unit. Each investor received Founder Shares equal to nine times the number
of Private Placement Units purchased.
The
transfer of Founder Shares to the third-party investors is not in the scope of FASB ASC Topic 718, Compensation-Stock Compensation (“ASC
718”), as the transfers were made solely to incentivize the investors’ participation in the private placement (risk capital)
and there is no indication of services provided in connection with the transfers. Management determined that the transfers represent
an offering cost under SAB Topic 5.A, with a corresponding deemed capital contribution from the Sponsor under SAB Topic 5.T. The offering
cost was measured and recognized at the dates of transfer on May 22, 2026 and May 27, 2026.
AMPERCAP
ACQUISITION COMPANY
NOTES
TO FINANCIAL STATEMENT
June 4,
2026
The
fair value was derived from the Company’s publicly traded share price of $10.00, adjusted for (1) a discount for lack of marketability
of 0.50%, (2) an estimated 12.00% probability of completing an initial Business Combination, and (3) a 15.00% discount for expected forfeiture
of shares. The fair value measurement is classified as a Level 3 valuation and was performed as a one-time measurement upon the closing
of the Initial Public Offering.
The
offering cost is measured as the excess of the fair value of the Founder Shares transferred over the aggregate consideration received
from the third-party investors. The offering cost of $1,158,975 was calculated as $1.01 per share for 1,147,500 shares and was charged
against additional paid-in capital at the close of the Initial Public Offering, with a corresponding credit to additional paid-in capital
reflecting the Sponsor’s deemed capital contribution.
Due
from Sponsor
Due
from Sponsor represents excess funds from the purchase of the Private Placement Units by the Sponsor that have not yet been deposited
into the Company’s operating account and overpayment of the promissory note. These funds will be available to the Company for general
working capital purposes. On June 4, 2026, the Company’s Due from Sponsor balance was $894,103. On June 8, 2026, $867,669 was repaid
by the Sponsor from the Due from Sponsor balance. The remaining balance of $26,434 is expected to be paid on June 23, 2026.
Promissory
Note - Related Party
On
December 19, 2025, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public
Offering pursuant to a promissory note (the “Promissory Note”). This loan is non-interest bearing and payable on the earlier
of June 30, 2026 or the date on which the Company consummates an initial public offering of its securities. On June 4, 2026, the
Company paid the entire outstanding balance under the Promissory Note, and as such as of June 4, 2026, the Company had $0 outstanding
under the Promissory Note.
Administrative
Support Agreement
The
Sponsor has agreed, commencing from the date of the Initial Public Offering through the earlier of the Company’s consummation of
a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office
space and administrative services, as the Company may require from time to time. The Company has agreed to pay to the Sponsor up to $5,000
per month for these services during the Completion Period.
Working
Capital Loans
In
order to finance transaction costs in connection with an intended Business Combination, the Company’s initial shareholders, officers,
directors or their affiliates may, but are not obligated to, loan us funds on a non- interest bearing basis as may be required. If the
Company completes a Business Combination they would repay such loaned amounts. In the event that the Business Combination does not close,
the Company may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from
their trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into working capital units at
a price of $10.00 per unit at the option of the lender. Such working capital units would be identical to the Private Placement Units
sold in the private placement. Except as set forth above, the terms of such loans have not been determined and no written agreements
exist with respect to such loans. The Company does not expect to seek loans from parties other than their initial shareholders, officers,
directors or their affiliates as they do not believe third parties will be willing to loan such funds and provide a waiver against any
and all rights to seek access to funds in their trust account, but if they do, they will request such lender to provide a waiver against
any and all rights to seek access to funds in their trust account. There are no such outstanding related party loans as of June 4,
2026.
AMPERCAP
ACQUISITION COMPANY
NOTES
TO FINANCIAL STATEMENT
June 4,
2026
NOTE
7. COMMITMENTS AND CONTINGENCIES
Registration
and Shareholder Rights Agreement
The
holders of the Founder Shares, EBC shares, Private Placement Units, working capital units (if any) and the Company’s underlying securities
are entitled to registration rights pursuant to a Registration Rights Agreement dated June 2, 2026, which was signed prior to or on the
effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short
form demands, that they register such securities for resale. In addition, the holders have certain “piggy-back” registration
rights with respect to registration statements filed subsequent to their completion of the Business Combination and rights to require
the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses
incurred in connection with the filing of any such registration statements.
Underwriting
Agreement
Pursuant
to the underwriting agreement, the Sponsor and the executive officers and directors have agreed that, for a period of 180 days from June
3, 2026, they will not, without the prior written consent of the representatives, offer, sell, contract to sell, pledge, sell any option
or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer
or dispose of, directly or indirectly, any units, rights, ordinary shares or any other securities convertible into, or exercisable or
exchangeable for, any units, ordinary shares, Founder Shares or rights, subject to certain exceptions. The representatives in their discretion
may release any of the securities subject to these lock-up agreements at any time without notice, other than in the case of the officers
and directors, which shall be with notice. The Sponsor, officers and directors are also subject to separate transfer restrictions on
their Founder Shares and Private Placement Units pursuant to the letter agreement described herein.
The
Company granted the Underwriters a 45-day option to purchase up to 1,875,000 additional Units to cover over-allotments at the Initial
Public Offering price, less the underwriting commissions. The Underwriters were entitled to an underwriting discount of $0.20 per Unit,
or $2,500,000 in the aggregate (or $2,875,000 in the aggregate if the Underwriter’s over-allotment option is exercised in full).
On
June 2, 2026, the Company engaged the Underwriters as an advisor in connection with the Company’s Business Combination. The services
to be provided by the Underwriters will include assisting the Company in holding meetings with shareholders to discuss the potential
Business Combination and the target business’s attributes, introducing the Company to potential investors that may be interested
in purchasing its securities, assisting the Company in obtaining shareholder approval for the Business Combination and assisting the
Company with its press releases and certain public filings in connection with the Business Combination. The Company will pay EBC a cash
fee for such services upon the closing of a successful Business Combination in an amount equal to 3.5% of the gross proceeds of the initial
public offering. One percentage point (out of this 3.5%) will be payable pro-rata based on the amount remaining in the Trust Account
following the Business Combination plus any capital raised up until the close of a successful Business Combination, in relation to the
amount following the closing of the over-allotment option.
AMPERCAP
ACQUISITION COMPANY
NOTES
TO FINANCIAL STATEMENT
June 4,
2026
NOTE
8. SHAREHOLDERS’ EQUITY
Preference
shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share with such
designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.
As of June 4, 2026, there were no preference shares issued or outstanding.
Ordinary
shares — The Company is authorized to issue 500,000,000 ordinary shares with a par value of $0.0001 per share. Holders
of the Company’s ordinary shares are entitled to one vote for each share. As of June 4, 2026, there were 18,079,167 ordinary shares
issued and outstanding, including 5,066,667 Founder Shares issued to the Sponsor and EBC of which an aggregate of up to 660,870 shares
are subject to forfeiture to the Company by the Sponsor and EBC for no consideration to the extent that the underwriters’ over-allotment
option is not exercised in full or in part, 512,500 Private Placement Units issued to the Sponsor, EBC and third party investors, and
12,500,000 ordinary shares subject to possible redemption and classified as temporary equity. On June 8, 2026, the Underwriter partially
exercised its over-allotment option for an additional 1,837,500 Units. As a result, 647,653 Founder Shares are no longer subject to forfeiture.
Ordinary
shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in
the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act
or applicable stock exchange rules, the affirmative vote of a majority of the Company’s issued and outstanding ordinary shares that are
voted is required to approve any such matter voted on by the Company’s shareholders. Approval of certain actions, will require a special
resolution under Cayman Islands law and pursuant to the Company’s amended and restated memorandum and articles of association, such actions
include amending the Company’s amended and restated memorandum and articles of association and approving a statutory merger or consolidation
with another company. There is no cumulative voting with respect to the election of directors. The holders of more than 50% of the shares
voted for the election of directors can elect all of the directors. The Company’s shareholders are entitled to receive ratable dividends
when, as and if declared by the board of directors out of funds legally available therefor.
In
the case that additional ordinary shares or equity-linked securities are issued or deemed issued in connection with the Business Combination,
the number of ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis,
approximately 25% of the total number of ordinary shares outstanding after such conversion (not including the ordinary shares underlying
the Private Placement Units), including the total number of ordinary shares issued, or deemed issued or issuable upon conversion or exercise
of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation
of the Business Combination, excluding any ordinary shares or equity-linked securities or rights exercisable for or convertible into
ordinary shares issued, or to be issued, to any seller in the Business Combination and any Private Placement Units issued to the Sponsor,
officers or directors upon conversion of working capital units, provided that such conversion of Founder Shares will never occur on a
less than one-for-one basis.
Rights
— Except in cases where the Company is not the surviving company in a business combination, each holder of a right will
automatically receive one-tenth (1/10) of one ordinary share upon consummation of the initial Business Combination. The Company will
not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole
share or otherwise addressed in accordance with the applicable provisions of Cayman law. In the event the Company is not the surviving
company upon completion of the initial Business Combination, each holder of a right will be required to affirmatively convert his, her
or its rights in order to receive the one-tenth (1/10) of one ordinary share underlying each right upon consummation of the Business
Combination. If the Company is unable to complete the initial Business Combination within the required time period and the Company will
redeem the public shares for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights
and the rights will expire worthless.
AMPERCAP
ACQUISITION COMPANY
NOTES
TO FINANCIAL STATEMENT
June 4,
2026
NOTE
9. FAIR VALUE MEASUREMENTS
The
fair value of the Company’s financial assets and liabilities reflects Management’s estimate of amounts that the Company would
have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction
between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company
seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable
inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is
used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and
liabilities:
Level
1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in
which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing
basis.
Level
2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets
or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level
3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.
The
over-allotment option was accounted for as a liability in accordance with ASC 815-40 and was presented within liabilities on the balance
sheet. The over-allotment liability is measured at fair value at inception and on a recurring basis, with changes in fair value presented
within change in fair value of over-allotment liability. The fair value of the over-allotment option is 97,500, or $0.05 per option unit.
The
Company used a Black-Scholes model to value the over-allotment option. The over-allotment option liability was classified within Level
3 of the fair value hierarchy at the measurement date due to the use of unobservable inputs inherent in pricing models are assumptions
related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its ordinary
shares based on historical volatility that matches the expected remaining life of the option. The risk-free interest rate is based on
the U.S. Constant Maturity Treasury rates on the grant date for a maturity similar to the expected remaining life of the option. The
expected life of the option is assumed to be equivalent to their remaining contractual term.
| | |
June
4, 2026 | |
| Underlying stock
price | |
$ | 9.97 | |
| Exercise price | |
$ | 10.00 | |
| Volatility | |
| 3.20 | % |
| Time to
expiration (years) | |
| 0.12 | |
| Risk-free
rate | |
| 3.71 | % |
The
fair value of the Public and Private Placement Rights issued in the Initial Public Offering is approximately $1,440,000, or approximately
$0.11 per Public and Private Placement Right. The fair value of the Public and Private Placement Rights were determined using a Monte
Carlo simulation model. The Public and Private Placement Rights issued in the Initial Public Offering have been classified within shareholders’
deficit and will not require remeasurement after issuance.
The
following table presents the quantitative information regarding market assumptions used in the Level 3 valuation of the Public and Private
Placement Rights issued in the Initial Public Offering:
| | |
June
4, 2026 | |
| Implied Ordinary
share price | |
$ | 9.86 | |
| Volatility | |
| 4.00 | % |
| Expected
term to de-SPAC (years) | |
| 1.75 | |
| Probability
of de-SPAC and instrument-specific market adjustment | |
| 11.00 | % |
| Risk-free
rate | |
| 4.07 | % |
NOTE
10. SUBSEQUENT EVENTS
The
Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement
was issued. Based on this review, other than discussed below, the Company did not identify any subsequent events that would have required
adjustment or disclosure in the financial statement.
Subsequent
to the Initial Public Offering, the Underwriter partially exercised the over-allotment option for the purchase of an additional 1,837,500
Units at a price of $10.00 per Unit. Each Unit consists of one ordinary share of the Company, par value $0.0001 per share, and one right.
Each Right entitles the holder thereof to receive one-tenth (1/10) of one ordinary share. The underwriters were entitled to a cash underwriting
discount of 2% of the gross proceeds of the units offered in the Initial Public Offering, which is $367,500. In conjunction with the
Underwriter’s partial exercise of the over-allotment option, the Sponsor purchased an additional 34,913 Private Placement Units for $349,130
and EBC purchased an additional 20,212 Private Placement Units for $202,120. As the over-allotment option was only partially exercised,
13,217 Founder Shares were forfeited by the Sponsor and EBC for no consideration, effective June 8, 2026. On June 8, 2026, an amount
of $18,558,750 from the partial exercise of the over-allotment option and additional Private Placement Units was deposited into the Trust
Account.
F-15
