UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
For the quarterly period ended June 30,2026
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number:001-43322
AmperCap Acquisition Company
(Exact name of registrant as specified in its charter)
| Cayman Islands | 61-2317653 |
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| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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| 12 East 49th Street, 18th Floor New York, NY | 10017 |
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| (Address of principal executive offices) | (Zip Code) |
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(917)907-1171
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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| Units, each consisting of one Ordinary Share and one Right | APMCU | The Nasdaq Stock Market LLC |
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| Ordinary Shares, par value $0.0001 per share | APMC | The Nasdaq Stock Market LLC |
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| 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 |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐No ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☒ | Smaller reporting company ☒ |
| 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.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒ No ☐
As of August 13, 2026, there were 19,958,575 Ordinary Shares, par value $0.0001 per share of the registrant issued and outstanding.
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026
TABLE OF CONTENTS
| Page |
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| PART I – FINANCIAL INFORMATION |
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| Item 1. · Financial Statements. · F-2 |
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| Condensed Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025 · F-2 |
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| Unaudited Condensed Statement of Operations for the Three and Six Months Ended June 30, 2026 · F-3 |
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| Unaudited Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the Three and Six Months Ended June 30, 2026 · F-4 |
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| Unaudited Condensed Statement of Cash Flows for the Six Months Ended June 30, 2026 · F-5 |
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| Notes to Unaudited Condensed Financial Statements · F-6 |
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| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | | 1 |
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| Item 3. | Quantitative and Qualitative Disclosures About Market Risk. | | 8 |
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| Item 4. | Controls and Procedures. | | 8 |
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| PART II – OTHER INFORMATION |
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| Item 1. | Legal Proceedings. | | 9 |
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| Item 1A. | Risk Factors. | | 9 |
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| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | | 9 |
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| Item 3. | Defaults Upon Senior Securities. | | 10 |
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| Item 4. | Mine Safety Disclosures. | | 10 |
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| Item 5. | Other Information. | | 10 |
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| Item 6. | Exhibits. | | 11 |
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| SIGNATURES | | 12 | |
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i
Unless otherwise stated in this Report (as defined below), or the context otherwise requires, references to:
| ● | “Administrative Services Agreement” are to the Administrative Services Agreement, dated June 2, 2026, which we entered into with our Sponsor (as defined below); |
| ● | “Amendment to Administrative Services Agreement” are to the Amendment to Administrative Services Agreement, dated July 31, 2026, which we entered into with our Sponsor; |
| ● | “Amended and Restated Articles” are to our Amended and Restated Memorandum and Articles of Association, as currently in effect; |
| ● | “ASC” are to the FASB (as defined below) Accounting Standards Codification; |
| ● | “ASU” are to the FASB Accounting Standards Update; |
| ● | “Business Combination Marketing Agreement” are to the Business Combination Marketing Agreement, dated as of June 2, 2026, which we entered into with EBC (as defined below), as representative of the Underwriters (as defined below); |
| ● | “Board of Directors” or “Board” are to our board of directors; |
| ● | “Business Combination” are to a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses; |
| ● | “Certifying Officers” are to our Co-Chief Executive Officers and Chief Financial Officer, together; |
| ● | “Clear Street” are to Clear Street LLC, a co-managing Underwriter in the Initial Public Offering (as defined below); |
| ● | “Combination Period” are to (i) the 21-month period, from the closing of the Initial Public Offering to March 4, 2028 (or such earlier date as determined by the Board), that we have to consummate an initial Business Combination, or (ii) such other period during which we must consummate an initial Business Combination pursuant to an amendment to the Amended and Restated Articles and consistent with applicable laws, regulations and stock exchange rules; |
| ● | “Companies Act” are to the Companies Act (Revised) of the Cayman Islands as the same may be amended from time to time; |
| ● | “Company,” “our,” “we” or “us” are to AmperCap Acquisition Company, a Cayman Islands exempted company; |
| ● | “Continental” are to Continental Stock Transfer & Trust Company, trustee of our Trust Account (as defined below) and rights agent of our Rights (as defined below); |
| ● | “EBC” are to EarlyBirdCapital, Inc. the representative of the Underwriters; |
| ● | “EBC Founder Shares” are to Ordinary Shares issued to EBC and/or its designees (for the avoidance of doubt, such Ordinary Shares will not be “Public Shares” (as defined below)); |
| ● | “EBC Private Shares” are to Ordinary Shares included in the Private Placement Units (as defined below) issued to EBC and and/or its designees, which shares are identical to the Public Shares, subject to certain exceptions; |
| ● | “Exchange Act” are to the Securities Exchange Act of 1934, as amended; |
| ● | “FASB” are to the Financial Accounting Standards Board; |
ii
| ● | “Founder Shares” are to the Ordinary Shares initially purchased by our Initial Shareholders (as defined below) prior to the Initial Public Offering; for the avoidance of doubt, such Ordinary Shares will not be “Public Shares”); |
| ● | “GAAP” are to the accounting principles generally accepted in the United States of America; |
| ● | “Initial Public Offering” or “IPO” are to the initial public offering that we consummated on June 4, 2026; |
| ● | “Initial Shareholders” are to holders of our Founder Shares prior to our Initial Public Offering, but excluding the holders of the EBC Founder Shares; |
| ● | “Investment Company Act” are to the Investment Company Act of 1940, as amended; |
| ● | “IPO Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $300,000 issued to our Sponsor on December 19, 2025; |
| ● | “IPO Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC (as defined below) on March 17, 2026, as amended, and declared effective on June 2, 2026 (File No. 333-294363); |
| ● | “Letter Agreement” are to the Letter Agreement, dated June 2, 2026, which we entered into with our Sponsor, directors and officers, and third-party investors; |
| ● | “Management” or our “Management Team” are to our executive officers and non-independent directors; |
| ● | “Nasdaq” are to The Nasdaq Stock Market LLC; |
| ● | “Nasdaq 36-Month Requirement” are to the requirement pursuant to the Nasdaq Rules (as defined below) that a SPAC (as defined below) must complete one or more Business Combinations within 36 months following the effectiveness of its initial public offering registration statement; |
| ● | “Nasdaq Rules” are to the continued listing rules of Nasdaq, as they exist as of the date of this Report; |
| ● | “Option Units” are to the 1,837,500 units that were purchased by the Underwriters pursuant to the partial exercise of the Over-Allotment Option (as defined below); |
| ● | “Ordinary Shares” are to our ordinary shares, par value $0.0001 per share; |
| ● | “Over-Allotment Option” are to the 45-day option that the Underwriters had to purchase up to an additional 1,875,000 Option Units to cover over-allotments, if any, pursuant to the Underwriting Agreement (as defined below), which was partially exercised; |
| ● | “Private Placement” are to the private placement of Private Placement Units (as defined below) that occurred simultaneously with the closing of our Initial Public Offering, pursuant to the Private Placement Units Purchase Agreements (as defined below); |
| ● | “Private Placement Rights” are to the rights included within the Private Placement Units purchased by our Sponsor and EBC in the Private Placement; |
| ● | “Private Placement Shares” are to the Ordinary Shares included within the Private Placement Units purchased by our Sponsor and EBC in the Private Placement; |
| ● | “Private Placement Units” are to the units, each unit consisting of one Ordinary Share and one Right to receive one tenth (1/10) of an Ordinary Share upon the consummation of an initial Business Combination, at a price of $10.00 per unit, issued to our Sponsor, EBC and/or their designees in the Private Placement simultaneously with the closing of the IPO, as well as any units that may be issued upon conversion of the Working Capital Loans (as defined below), which are identical to the Public Units, subject to certain exceptions; |
iii
| ● | “Private Placement Units Purchase Agreements” are to the (i) Private Placement Units Purchase Agreement, dated June 2, 2026, which we entered into with our Sponsor and (ii) Private Placement Units Purchase Agreement, dated June 2, 2026, which we entered into with EBC, together; |
| ● | “Public Rights” are to the rights included as part of the Public Units (as defined below), which grant the holder the right to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Business Combination; |
| ● | “Public Shareholders” are to the holders of our Public Shares, including our Initial Shareholders and Management Team to the extent our Sponsor and/or the members of our Management Team purchase Public Shares, provided that our Initial Shareholders’ and each member of our Management Team’s status as a “Public Shareholder” will only exist with respect to such Public Shares; |
| ● | “Public Shares” are to the Ordinary Shares included as part of the Public Units (as defined below) (whether they were purchased in our Initial Public Offering or thereafter in the open market); |
| ● | “Public Units” are to the units sold in our Initial Public Offering, with each Public Unit consisting of one Public Share and one Public Right; |
| ● | “Registration Rights Agreement” are to the Registration Rights Agreement, dated June 2, 2026, which we entered into with the Sponsor, EBC, third-party investors, and the other holders party thereto; |
| ● | “Report” are to this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026; |
| ● | “Rights” are to the Private Placement Rights and the Public Rights, together; |
| ● | “Rights Agreement” are to the Share Rights Agreement, dated June 2, 2026, which we entered into with Continental, as Rights agent; |
| ● | “SEC” are to the U.S. Securities and Exchange Commission; |
| ● | “Securities Act” are to the Securities Act of 1933, as amended; |
| ● | “SPAC” are to a special purpose acquisition company; |
| ● | “Sponsor” are to AmperSPAC LLC, a Delaware limited liability company; |
| ● | “third-party investors” means third-party entities (none of which are affiliated with any member of our Management, members of our Sponsor or any other investor), including Clear Street; |
| ● | “Trust Account” are to the U.S.-based trust account in which an amount of approximately $144,808,750 from the proceeds of the sales of (i) the Public Units in the Initial Public Offering, (ii) simultaneously with the closing of the IPO, the Private Placement Units in the Private Placement, and (iii) the Option Units upon the partial exercise of the Over-Allotment Option by the Underwriters was placed following the closing of the Initial Public Offering and the Over-Allotment Option; |
| ● | “Trust Agreement” are to the Investment Management Trust Agreement, dated June 2, 2026, which we entered into with Continental, as trustee of the Trust Account; |
| ● | “Underwriters” are to the several underwriters of the Initial Public Offering, collectively; |
| ● | “Underwriting Agreement” are to the Underwriting Agreement, dated June 2, 2026, which we entered into with EBC, as representative of the Underwriters; |
| ● | “Units” are to the units sold in our Initial Public Offering, with each Unit consisting of one Public Share and one Public Right; and |
| ● | “Working Capital Loans” are to funds that, in order to provide working capital or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our directors and officers may, but are not obligated to, loan us. |
iv
