AmperCap Acquisition Co Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 5th, 2026 • AmperCap Acquisition Co • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 2, 2026, is made and entered into by and among AmperCap Acquisition Company, a Cayman Islands exempted company (the “Company”), AmperSPAC LLC, a Delaware limited liability company (the “Sponsor”), EarlyBirdCapital, Inc. (“EBC”), and third-party investors (“TPI”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor, EBC and TPI and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
12,500,000 Units AMPERCAP ACQUISITION COMPANY UNDERWRITING AGREEMENTUnderwriting Agreement • June 5th, 2026 • AmperCap Acquisition Co • Blank checks • New York
AmperCap Acquisition Company, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (“EarlyBird” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”; provided that, if only EarlyBird is listed on such Schedule A, any references to the Underwriters shall refer exclusively to EarlyBird), as follows:
12,500,000 Units AMPERCAP ACQUISITION COMPANY UNDERWRITING AGREEMENTUnderwriting Agreement • May 22nd, 2026 • AmperCap Acquisition Co • Blank checks • New York
AmperCap Acquisition Company, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (“EarlyBird” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”; provided that, if only EarlyBird is listed on such Schedule A, any references to the Underwriters shall refer exclusively to EarlyBird), as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 5th, 2026 • AmperCap Acquisition Co • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 2, 2026, by and between AmperCap Acquisition Company, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 22nd, 2026 • AmperCap Acquisition Co • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _________, 2026, is made and entered into by and among AmperCap Acquisition Company, a Cayman Islands exempted company (the “Company”), AmperSPAC LLC, a Delaware limited liability company (the “Sponsor”), EarlyBirdCapital, Inc. (“EBC”), and third-party investors (“TPI”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor, EBC and TPI and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 22nd, 2026 • AmperCap Acquisition Co • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between AmperCap Acquisition Company, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SHARE RIGHTS AGREEMENTShare Rights Agreement • June 5th, 2026 • AmperCap Acquisition Co • Blank checks • New York
This Share Rights Agreement (this “Agreement”) is made as of June 2, 2026 between AmperCap Acquisition Company, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, (the “Share Rights Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 17th, 2026 • AmperCap Acquisition Co • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _________, 2026, is made and entered into by and among AmperCap Acquisition Company, a Cayman Islands exempted company (the “Company”), AmperSPAC LLC, a Delaware limited liability company (the “Sponsor”), EarlyBirdCapital, Inc. (“EBC”), and third-party investors (“TPI”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor, EBC and TPI and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • May 22nd, 2026 • AmperCap Acquisition Co • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of this [●], 2026, by and between AmperCap Acquisition Company, a Cayman Islands exempted company (the “Company”), having its principal place of business at 12 East 49th Street, 18th Floor, New York, NY 10017 and EarlyBirdCapital, Inc. (“EBC or the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 17th, 2026 • AmperCap Acquisition Co • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between AmperCap Acquisition Company, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
12,500,000 Units AMPERCAP ACQUISITION COMPANY UNDERWRITING AGREEMENTUnderwriting Agreement • March 17th, 2026 • AmperCap Acquisition Co • Blank checks • New York
AmperCap Acquisition Company, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (“EarlyBird” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”; provided that, if only EarlyBird is listed on such Schedule A, any references to the Underwriters shall refer exclusively to EarlyBird), as follows:
SHARE RIGHTS AGREEMENTShare Rights Agreement • May 22nd, 2026 • AmperCap Acquisition Co • Blank checks • New York
This Share Rights Agreement (this “Agreement”) is made as of [ ], 2026 between AmperCap Acquisition Company, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, (the “Share Rights Agent”).
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • June 5th, 2026 • AmperCap Acquisition Co • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 2, 2026, by and between AmperCap Acquisition Company, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • June 5th, 2026 • AmperCap Acquisition Co • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of this June 2, 2026, by and between AmperCap Acquisition Company, a Cayman Islands exempted company (the “Company”), having its principal place of business at 12 East 49th Street, 18th Floor, New York, NY 10017 and EarlyBirdCapital, Inc. (“EBC or the “Purchaser”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • March 17th, 2026 • AmperCap Acquisition Co • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of this [●], 2026, by and between AmperCap Acquisition Company, a Cayman Islands exempted company (the “Company”), having its principal place of business at 12 East 49th Street, 18th Floor, New York, NY 10017 and EarlyBirdCapital, Inc. (“EBC or the “Purchaser”).
AMENDMENT TO Administrative Services AGREEMENTAdministrative Services Agreement • August 5th, 2026 • AmperCap Acquisition Co • Blank checks
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).
EARLYBIRDCAPITAL, INC. New York, New York 10017Advisory Agreement • March 17th, 2026 • AmperCap Acquisition Co • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby AmperCap Acquisition Company, a Cayman Islands exempted company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company’s merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-________) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
WARRANT AGREEMENTWarrant Agreement • March 17th, 2026 • AmperCap Acquisition Co • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2026, is by and between AmperCap Acquisition Company, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
AMPERCAP ACQUISITION COMPANYAdministrative Services Agreement • March 17th, 2026 • AmperCap Acquisition Co • Blank checks
AmperCap Acquisition Company New York, NY 10017Securities Subscription Agreement • March 17th, 2026 • AmperCap Acquisition Co • Blank checks • New York
AmperCap Acquisition Company, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer AmperSPAC LLC, a Delaware limited liability company, (the “Subscriber” or “you”) has made to subscribe for 4,791,667 ordinary shares of the Company , US$0.0001 par value per share (the “Shares”), up to 625,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to issue the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
AmperCap Acquisition Company New York, NY 10017Underwriting Agreement • May 22nd, 2026 • AmperCap Acquisition Co • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among AmperCap Acquisition Company, a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc., as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 14,375,000 of the Company’s units (including up to 1,875,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each Unit comprised of one ordinary share, par value $0.0001 per share, of the Company (the “Ordinary Shares”) and one right (each right, a “Share Right”). Each Share Right entitles the holder thereof to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination. The Units shall be sold in the Public Offering pursuant to the registration statement on
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • March 17th, 2026 • AmperCap Acquisition Co • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2026, by and between AmperCap Acquisition Company, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
EARLYBIRDCAPITAL, INC.Advisory Agreement • June 5th, 2026 • AmperCap Acquisition Co • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby AmperCap Acquisition Company, a Cayman Islands exempted company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company’s merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-294363) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
AMPERCAP ACQUISITION COMPANYAdministrative Services Agreement • June 5th, 2026 • AmperCap Acquisition Co • Blank checks
This letter agreement by and between AmperCap Acquisition Company (the “Company”) and AmperSPAC LLC (the “Services Provider” and Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
June 2, 2026Letter Agreement • June 5th, 2026 • AmperCap Acquisition Co • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among AmperCap Acquisition Company, a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc., as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 14,375,000 of the Company’s units (including up to 1,875,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each Unit comprised of one ordinary share, par value $0.0001 per share, of the Company (the “Ordinary Shares”) and one right (each right, a “Share Right”). Each Share Right entitles the holder thereof to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination. The Units shall be sold in the Public Offering pursuant to the registration statement on
EARLYBIRDCAPITAL, INC. SUBSCRIPTION AGREEMENT AMENDED AND RESTATEDSubscription Agreement • March 17th, 2026 • AmperCap Acquisition Co • Blank checks
AmperCap Acquisition Company New York, NY 10017Underwriting Agreement • March 17th, 2026 • AmperCap Acquisition Co • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among AmperCap Acquisition Company, a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc., as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 12,500,000 of the Company’s units (including up to 1,875,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each Unit comprised of one ordinary share, par value $0.0001 per share, of the Company (the “Ordinary Shares”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1 (File N