What private placement units did AmperCap (APMCU) issue to its sponsor and others?

At IPO closing, AmperCap sold 512,500 private placement units at $10.00 each for $5,125,000, then 55,125 additional private placement units for $551,250 after the over-allotment closing. These units went to the sponsor, EarlyBirdCapital, and certain third-party investors.

AmperCap SPAC over-allotment adds $18.4M proceeds

Q: What were the main IPO proceeds for AmperCap Acquisition Company (APMCU)?

AmperCap completed an IPO of 12,500,000 units at $10.00 per unit, generating gross proceeds of $125,000,000. Each unit includes one ordinary share and one right to receive one-tenth of an ordinary share upon completion of an initial business combination.

AmperCap Acquisition Company reports that its IPO underwriters partially exercised their over-allotment option, buying 1,837,500 additional units at $10.00 per unit for gross proceeds of $18,375,000.

Accepted by SEC EDGAR 06/12/2026 - 05:28 PM EDT

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Form Type

8-K

Rhea-AI Filing Summary

AmperCap Acquisition Company reports that its IPO underwriters partially exercised their over-allotment option, buying 1,837,500 additional units at $10.00 per unit for gross proceeds of $18,375,000. This follows the earlier sale of 12,500,000 IPO units at $10.00 each for $125,000,000 and 512,500 private placement units for $5,125,000.

The sponsors and EarlyBirdCapital also bought 55,125 additional private placement units at $10.00 each, adding $551,250. In total, approximately $144,808,750 from the IPO, over-allotment, and private placements has been deposited into a U.S.-based trust account. Because the over-allotment was not fully exercised, the sponsor forfeited 12,500 founder shares.

Insights

Routine SPAC greenshoe exercise modestly increases trust cash.

The partial over-allotment exercise adds $18,375,000 of gross proceeds on top of the initial IPO and private placements. Combined with additional sponsor and underwriter private units, roughly $144,808,750 is now held in the SPAC’s trust account after the offering steps.

This structure is standard for SPACs: public units at $10.00 and concurrent private placement units purchased by the sponsor and underwriter. The underwriters’ decision to leave 37,500 units unexercised leads to forfeiture of 12,500 founder shares, a small adjustment relative to the overall capital base.

Future implications for investors will depend on how effectively AmperCap deploys these trust funds in a business combination. Subsequent filings around any proposed transaction will provide further detail on target valuation, redemption dynamics, and the ultimate use of the capital raised.

8-K Event Classification

2 items: 3.02, 8.01

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

IPO units sold: 12,500,000 units at $10.00 Primary IPO proceeds: $125,000,000 Initial private placement: 512,500 units at $10.00 +4 more

7 metrics

IPO units sold 12,500,000 units at $10.00 Initial public offering gross proceeds $125,000,000

Primary IPO proceeds $125,000,000 Gross proceeds from sale of 12,500,000 units

Initial private placement 512,500 units at $10.00 Gross proceeds $5,125,000 to company

Over-allotment units 1,837,500 units at $10.00 Additional gross proceeds $18,375,000

Additional private placement 55,125 units at $10.00 Gross proceeds $551,250 to sponsor and EBC placement

Trust account balance $144,808,750 Proceeds from IPO, over-allotment and private placements in trust

Founder shares forfeited 12,500 shares Forfeited by sponsor after partial over-allotment exercise

Key Terms

over-allotment option, Private Placement Units, trust account, founder shares, +1 more

5 terms

over-allotment option financial

"the underwriters were granted a 45-day option from the date of the prospectus (the “Over-Allotment Option”) to purchase up to 1,875,000 additional units"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

Private Placement Units financial

"the Company completed the private sale of 512,500 units (the “Private Placement Units”) to AmperSPAC LLC"

trust account financial

"a total of approximately $144,808,750 of the proceeds ... was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company"

A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.

founder shares financial

"As a result, on June 10, 2026, 12,500 founder shares of the Company held by the Sponsor were forfeited"

Founder shares are the ownership stakes given to the people who start a company, often with extra voting power or protections compared with ordinary shares. For investors, they matter because founders’ control and incentives influence decisions about strategy, hiring, and whether the company sells or stays independent — like a family that keeps majority voting rights in a household decision. High founder ownership can mean stable leadership but also a risk that outside shareholders have less influence.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What over-allotment units did AmperCap Acquisition Company (APMCU) sell?

AmperCap’s underwriters partially exercised their over-allotment option, purchasing 1,837,500 additional units at $10.00 per unit. This transaction generated gross proceeds of $18,375,000, supplementing the company’s initial public offering capital base and increasing funds available in the trust.

How much cash has AmperCap (APMCU) placed in its SPAC trust account?

Following the IPO, partial over-allotment exercise, and private placements, AmperCap placed approximately $144,808,750 into a U.S.-based trust account. These funds are intended to be used in connection with a future initial business combination, consistent with typical SPAC structures.

What were the main IPO proceeds for AmperCap Acquisition Company (APMCU)?

AmperCap completed an IPO of 12,500,000 units at $10.00 per unit, generating gross proceeds of $125,000,000. Each unit includes one ordinary share and one right to receive one-tenth of an ordinary share upon completion of an initial business combination.

Why did AmperCap Acquisition Company (APMCU) forfeit some founder shares?

The underwriters chose not to exercise the remaining 37,500 over-allotment units. As a result, the sponsor forfeited 12,500 founder shares on June 10, 2026. Such forfeitures are typical when an IPO over-allotment option is not fully exercised.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): June 8, 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 3.02. Unregistered Sales of Equity Securities.

The information included in Item 8.01 is incorporated into this Item by reference.

Item 8.01. Other Events.

Partial Exercise of Over-Allotment Option

As previously disclosed on a Current Report on Form 8-K dated June 5, 2026, AmperCap Acquisition Company (the “Company”) consummated its initial public offering (“IPO”) of 12,500,000 units (the “Units”) on June 4, 2026. 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 of the Company (each, a “Share Right”). The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $125,000,000.

Simultaneously with the closing of the IPO, the Company completed the private sale of 512,500 units (the “Private Placement Units”) to AmperSPAC LLC, (the “Sponsor”), EarlyBirdCapital, Inc., the representative of the underwriters, (“EBC”) and certain third-party investors at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $5,125,000. The Private Placement Units (and underlying securities) are identical to the Units sold in the IPO, except as otherwise disclosed in the Company’s registration statement on Form S-1 (File No. 333-294363) for the IPO, initially filed with the U.S. Securities and Exchange Commission on March 17, 2026. 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.

In connection with the IPO, the underwriters were granted a 45-day option from the date of the prospectus (the “Over-Allotment Option”) to purchase up to 1,875,000 additional units to cover over-allotments (the “Option Units”), if any. On June 10, 2026, the underwriters purchased an additional 1,837,500 Option Units pursuant to the partial exercise of the Over-Allotment Option. The remaining 37,500 Option Units will not be exercised. The Option Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $18,375,000. In connection with the closing of the Over-Allotment Option, the Sponsor and EBC purchased an additional 55,125 Private Placement Units in the aggregate at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $551,250.

Following the closing of the IPO and the Over-Allotment Option, a total of approximately $144,808,750 of the proceeds from the sale of the Units, the Option Units, and the Private Placement Units was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company acting as trustee.

Forfeiture of Founder Shares

On June 8, 2026, the underwriters informed the Company that they would not exercise the remainder of their over-allotment option. As a result, on June 10, 2026, 12,500 founder shares of the Company held by the Sponsor were forfeited by the Sponsor.

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: June 12, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

AmperCap SPAC over-allotment adds $18.4M proceeds

Rhea-AI Filing Summary