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AmperCap Acquisition Co 2026年季度报告

2026-08-13 美股财报 Dawn
报告封面

(Mark One)☒QUARTERLY REPORT PURSUANT TOSECTION13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2026 or ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number:001-43322 AmperCap Acquisition Company(Exact name of registrant as specified in its charter) (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 Section12(b) of the Act: Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange 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 submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. 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 forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-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. AMPERCAP ACQUISITION COMPANY FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026 TABLE OF CONTENTS PagePART I – FINANCIAL INFORMATIONItem 1.Financial Statements.F-2Condensed Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025F-2Unaudited Condensed Statement of Operations for the Three and Six Months Ended June 30, 2026F-3Unaudited Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the Three and Six MonthsEnded June 30, 2026F-4Unaudited Condensed Statement of Cash Flows for the Six Months Ended June 30, 2026F-5Notes to Unaudited Condensed Financial StatementsF-6Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.1Item 3.Quantitative and Qualitative Disclosures About Market Risk.8Item 4.Controls and Procedures.8PART II – OTHER INFORMATIONItem 1.Legal Proceedings.9Item 1A.Risk Factors.9Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.9Item 3.Defaults Upon Senior Securities.10Item 4.Mine Safety Disclosures.10Item 5.Other Information.10Item 6.Exhibits.11SIGNATURES12i Table of Contents 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 weentered into with our Sponsor (as defined below);●“Amendment to Administrative Services Agreement” are to the Amendment to Administrative Services Agreement, datedJuly 31, 2026, which we entered into with our Sponsor;●“Amended and Restated Articles” are to our Amended and Restated Memorandum and Articles of Association, ascurrently 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 June2, 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, reorganizationor 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 (orsuch earlier date as determined by the Board), that we have to consummate an initial Business Combination, or (ii) suchother period during which we must consummate an initial Business Combination pursuant to an amendment to theAmended and