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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 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 applicable law and to advance expenses incurred as a result of any proceeding against them as to which
they could be indemnified. The foregoing summary of the indemnity agreements does not purport to be complete and is subject to, and qualified
in its entirety by, the full text of the form of indemnity agreement, which is filed as Exhibit 10.6 to this Current Report on Form 8-K
and incorporated herein by reference.
Item 5.03. Amendments to the Amended
and Restated Memorandum and Articles of Association; Change in Fiscal Year.
On June 2, 2026, in connection
with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum
and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on June 2, 2026. The terms
of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein
by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and incorporated
herein by reference.
Item 8.01. Other Events.
A total of $ 126,250,000
of the proceeds from the IPO and the sale of the Private Placement Units was placed in a U.S.-based trust account maintained by Continental
Stock Transfer & Trust Company, acting as trustee, with the remaining proceeds from the Private Placement Units going to the Company’s
working capital account (a portion of which will be used to pay offering expenses). Except with respect to up to $100,000 of interest
earned on the funds in the trust account that may be released to the Company to pay for winding up and dissolution expenses, the funds
held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s
initial business combination, (ii) the redemption of the Company’s public shares if it is unable to complete its initial business
combination within 21 months from the closing of the IPO (or by such earlier liquidation date as the Company’s Directors may approve),
subject to applicable law, and (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder
vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its
obligation to redeem 100% of the Company’s public shares if it has not consummated an initial business combination within 21 months
from the closing of the IPO or with respect to any other material provisions relating to shareholders’ rights or pre-initial business
combination activity.
On June 2, 2026, the Company
issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On June 4, 2026, the Company
issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are
being filed herewith:
| Exhibit No. |
|
Description |
| |
|
|
| 1.1 |
|
Underwriting Agreement, dated June 2, 2026, by and between the Company and EarlyBirdCapital, Inc., as representative of the several underwriters. |
| |
|
|
| 1.2 |
|
Business Combination Marketing Agreement, dated June 2, 2026, by and between the Company and EarlyBirdCapital, Inc., as representative of the several underwriters. |
| |
|
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association of the Company, currently in effect. |
| |
|
| 4.1 |
|
Share Rights Agreement, dated June 2, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as share right agent. |
| |
|
|
| 10.1 |
|
Letter Agreement, dated
June 2, 2026, by and among the Company, its officers, directors, and the Sponsor. |
| |
|
|
| 10.2 |
|
Investment Management Trust Agreement, June 2, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. |
| |
|
| 10.3 |
|
Registration Rights Agreement, dated October 31, 2024, by and among the Company and certain security holders. |
| |
|
| 10.4 |
|
Private Placement Units Purchase Agreement, dated June 2, 2026, by and between the Company and the Sponsor. |
| |
|
|
| 10.5 |
|
Private Placement Units Purchase Agreement, dated June 2, 2026, by and between the Company and EarlyBirdCapital, Inc. |
| |
|
| 10.6 |
|
Form of Indemnity Agreement |
| |
|
|
| 10.7 |
|
Administrative Services Agreement, dated June 2, 2026, by and
between the Company and Sponsor. |
| |
|
|
| 10.8 |
|
Form of Risk Capital Subscription Agreement |
| |
|
|
| 99.1 |
|
Press Release, dated June 2, 2026. |
| |
|
| 99.2 |
|
Press Release, dated June 4, 2026. |
| |
|
| 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: June 5, 2026 |
|
|
4
Exhibit 99.1
AmperCap Acquisition Company Announces the
Pricing of $125,000,000 Initial Public Offering
New York, NY, June 02, 2026 (GLOBE NEWSWIRE) --
AmperCap Acquisition Company (the “Company”) announced today the pricing of its initial public offering of 12,500,000 units,
at a price of $10.00 per unit. The units are expected to be listed on The Nasdaq Stock Market LLC (“Nasdaq”) and begin trading
on Wednesday, June 3, 2026, under the ticker symbol “APMCU.” Each unit consists of one ordinary share and one right to receive
one-tenth (1/10) of one ordinary share upon the consummation of the Company’s initial business combination. Once the securities
constituting the units begin separate trading, the ordinary shares and rights are expected to be listed on Nasdaq under the symbols “APMC”
and “APMCR,” respectively. The offering is expected to close on June 4, 2026, subject to customary closing conditions. The
Company has granted the underwriters a 45-day option to purchase up to an additional 1,875,000 units at the initial public offering price
to cover over-allotments, if any.
The Company is a blank check company formed for
the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses. The Company may pursue an acquisition opportunity in any business or industry. The Company’s
primary focus, however, will be on middle-market companies in or with strategic ties to the United States and Mexico, with scalable business
models, solid fundamentals, and clear opportunities to accelerate growth through strategic and financial support. The Company’s
management team is led by Co-Chief Executive Officers, Alberto Gutierrez Pier and Harish Dadoo Gonzalez, also the Company’s Chief
Financial Officer. The board of directors also includes Luis Pena Kegel, John Salemi, and Alberto Flores Ibarrola.
EarlyBirdCapital, Inc. is acting as lead book-running
manager for the offering. Clear Street LLC is acting as co-manager.
A registration statement relating to the securities
has been filed with the U.S. Securities and Exchange Commission (“SEC”) and became effective on June 2, 2026. The offering
is being made only by means of a prospectus. When available, copies of the prospectus may be obtained from EarlyBirdCapital, Inc., 366
Madison Avenue, 8th Floor, New York, NY 10017, Attention: Syndicate Department, or by telephone at 212-661-0200.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which
such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state
or jurisdiction.
Forward-Looking Statements
This press release contains statements that constitute
“forward-looking statements,” including with respect to the proposed initial public offering and search for an initial business
combination. No assurance can be given that the offering discussed above will be completed on the terms described, or at all.
Forward-looking statements are subject to numerous
conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of
the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC. Copies of
these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements
for revisions or changes after the date of this release, except as required by law.
Investor Contact:
AmperCap Acquisition Company
12 East 49th Street, 18th Floor
New York, NY 10017
Attn: Harish Dadoo Gonzalez
harish@ampercap.com
Exhibit 99.2
AmperCap Acquisition Company Completes its
$125,000,000 Initial Public Offering
NEW YORK, NY, June 4, 2026 (GLOBE NEWSWIRE) – AmperCap Acquisition
Company (the “Company”) announced today the closing of its initial public offering of 12,500,000 units. The offering was priced
at $10.00 per unit, resulting in gross proceeds of $125,000,000. Of the proceeds received from the consummation of the initial public
offering and a simultaneous private placement of units, $126,250,000 was placed in a trust account of the Company.
The Company’s units began trading on June 3, 2026 on the Nasdaq
Global Market (“Nasdaq”) under the ticker symbol “APMCU.” Each unit consists of one ordinary share of the Company
and one right to receive one-tenth (1/10) of one ordinary share upon the consummation of the Company’s initial business combination.
Once the securities constituting the units begin separate trading, the ordinary shares and rights are expected to be listed on Nasdaq
under the symbols “APMC” and “APMCR,” respectively.
The Company is a blank check company formed for
the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses. The Company may pursue an acquisition opportunity in any business or industry. The Company’s
primary focus, however, will be on middle-market companies in or with strategic ties to the United States and Mexico, with scalable business
models, solid fundamentals, and clear opportunities to accelerate growth through strategic and financial support. The Company’s
management team is led by its Co-Chief Executive Officers, Alberto Gutierrez Pier, and Harish Dadoo Gonzalez, who is also the Company’s
Chief Financial Officer. The board of directors also includes Luis Pena Kegel, John Salemi, and Alberto Flores Ibarrola.
EarlyBirdCapital, Inc. acted as lead book-running
manager for the offering. Clear Street LLC acted as co-manager. The Company has granted the underwriters a 45 day option to purchase up
to an additional 1,875,000 units at the initial public offering price to cover over-allotments, if any.
A registration statement relating to the securities
was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on June 2, 2026. The offering is being made
only by means of a prospectus. Copies of the prospectus may be obtained from EarlyBirdCapital, Inc., 366 Madison Avenue, 8th
Floor, New York, NY 10017, Attention: Syndicate Department, or by telephone at 212-661-0200.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking
statements,” including with respect to the proposed initial public offering and the anticipated use of the net proceeds thereof.
No assurance can be given that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous
conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s
registration statement and prospectus for the Company’s offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov.
The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required
by law.
Company Contact:
AmperCap Acquisition Company
12 East 49th Street, 18th Floor
New York, NY 10017
Attn: Harish Dadoo Gonzalez
harish@ampercap.com
