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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
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| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The 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).
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Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed on a Current Report on Form 8-K dated June 5, 2026, AmperCap Acquisition Company (the “Company”) entered into an Administrative Services Agreement (the “Original Agreement”) with AmperSPAC LLC, a Delaware limited liability company and the Company’s sponsor (the “Sponsor”) on June 2, 2026. Pursuant to the Original Agreement, the Company agreed to reimburse the Sponsor up to $5,000 per month for certain office space, utilities and secretarial and administrative support as may be reasonably required by the Company (the “Services Fee”), beginning on the Listing Date and continuing monthly thereafter until the Termination Date (each as defined in the Original Agreement).
On July 31, 2026, the Company entered into an Amendment to Administrative Services Agreement (the “Amendment”) with the Sponsor to provide for the payment of the Services Fee to be made on a quarterly basis. Effective July 1, 2026, such payments shall be made in advance on a quarterly basis in the first month of each calendar quarter; provided that any portion of the Services Fee that has been paid for a given month but has not accrued as of the Termination Date shall be refunded to the Company within five (5) business days of the Termination Date.
The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is being filed herewith:
| Exhibit No. | Description | |
| 10.1 | Amendment to Administrative Services Agreement, dated July 31, 2026, by and between the Company and Sponsor. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMPERCAP ACQUISITION COMPANY | |||
| By: | /s/ Harish Dadoo Gonzalez | ||
| Name: | Harish Dadoo Gonzalez | ||
| Title: | Co-Chief Executive Officer and Chief Financial Officer | ||
| Dated: August 5, 2026 | |||
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Exhibit 10.1
AMENDMENT TO
Administrative Services AGREEMENT
THIS AMENDMENT TO ADMINISTRATIVE Services AGREEMENT (this “Amendment”), dated as of July 31, 2026 (the “Amendment Effective Date”), is entered into by and between AmperCap Acquisition Company, a blank check company incorporated in the Cayman Islands (the “Company”) and AmperSPAC LLC, a Delaware limited liability company (the “Sponsor” and “Services Provider”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Administrative Services Agreement (as defined below).
RECITALS
A. The Company and the Sponsor are party to that certain Administrative Services Agreement (as amended from time to time, the “Administrative Services Agreement”), dated as of June 2, 2026.
B. The Company and the Sponsor desire to amend the Administrative Services Agreement as set forth herein.
AGREEMENTS
In consideration of the mutual premises, covenants and agreements of the parties hereto as hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto hereby agree as follows:
1. Amendment. Section (i) of the Administrative Services Agreement is hereby amended and restated in its entirety as follows:
“The Services Provider shall make available (or cause other persons to make available) to the Company, at 12 East 49th Street, 18th Floor, New York, NY 10017 (or any successor location of the Services Provider), certain office space, utilities and secretarial and administrative support as may be reasonably required by the Company. As reimbursement therefor, the Company shall pay the Services Provider (and the Services Provider will receive on behalf of itself or, to the extent it causes another person to make support available to the Company, as nominee on behalf of such other person) the sum of $5,000 per month beginning on the Listing Date and continuing monthly thereafter until the Termination Date (the “Services Fee”). Effective July 1, 2026, such payments shall be made in advance on a quarterly basis in the first month of each calendar quarter; provided that any portion of the Services Fee that has been paid for a given month but has not accrued as of the Termination Date shall be refunded to the Company within five (5) business days of the Termination Date. As example, if the Termination Date is November 20, 2026 and the last quarterly payment was made on October 1, 2026, then the Sponsor shall refund $5,000 (representing the Services Fee for the month of December 2026 that has not yet accrued) to the Company within five (5) business days of the Termination Date.”
2. Entire Agreement. This Amendment and the Administrative Services Agreement constitute the sole and entire agreement of the parties with respect to the subject matter contained herein and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. After the Amendment Effective Date, any reference to the Administrative Services Agreement shall mean the Administrative Services Agreement, as amended and modified by this Amendment. In the event of an inconsistency between the terms of the Administrative Services Agreement and this Amendment, this Amendment will control.
3. Limited Amendment. This Amendment is limited by its terms and does not and shall not serve to amend or waive any provision of the Administrative Services Agreement except as expressly provided for in this Amendment, and all other terms, conditions and obligations set forth in the Administrative Services Agreement shall continue in full force and effect and are hereby reaffirmed by the parties hereto.
4. Counterparts. This Amendment may be executed in any number of counterparts, each of which, when so executed and delivered, will be deemed an original, and all of which together shall constitute one and the same agreement. Counterparts may be delivered via electronic mail or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
[Remainder of page intentionally left blank; signature page follows.]
The parties hereto have executed this Amendment to Administrative Services Agreement as of the date first written above.
| AMPERCAP ACQUISITION COMPANY | ||
| By: | /s/ Harish Dadoo Gonzalez | |
| Name: | Harish Dadoo Gonzalez | |
| Title: | Co-Chief Executive Officer | |
| AMPERSPAC LLC | ||
| By: | /s/ Alberto Gutiérrez Pier | |
| Name: | Alberto Gutiérrez Pier | |
| Title: | Managing Member | |