[Financial Statements](index=2&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) This section presents the company's financial position as of March 31, 2024, and December 31, 2023, showing increases in cash, prepaid expenses, and cash held in the trust account, alongside rises in accrued offering costs and related party promissory notes Condensed Balance Sheets (USD) | Metric | March 31, 2024 (USD) | December 31, 2023 (USD) | | :-------------------------------- | :------------- | :---------------- | | Cash | $222,325 | $200,864 | | Prepaid expense | $81,653 | $9,234 | | Total current assets | $303,978 | $210,098 | | Cash held in Trust Account | $128,197,607 | $125,947,511 | | Total assets | $128,501,585 | $126,157,609 | | Accrued offering costs and expenses | $3,897,219 | $3,780,773 | | Promissory note - related party | $4,085,000 | $2,985,000 | | Due to related party | $275,333 | $245,333 | | Total current liabilities | $8,257,552 | $7,011,106 | | Total liabilities | $14,295,052 | $13,048,606 | | Class A ordinary shares subject to possible redemption | $128,197,607 | $125,947,511 | | Accumulated deficit | $(13,991,505) | $(12,838,939) | | Total shareholders' deficit | $(13,991,074) | $(12,838,508) | [Unaudited Condensed Statements of Operations](index=4&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) This section presents the company's financial performance for the three months ended March 31, 2024, and 2023, showing a significant increase in net income primarily due to lower operating costs and sustained interest income from the trust account Unaudited Condensed Statements of Operations (USD) | Metric | 2024 (USD) | 2023 (USD) | Change (YoY) (USD) | | :------------------------------------------------------------------------------------------------ | :----------- | :----------- | :----------- | | Operating costs | $552,566 | $1,596,815 | -$1,044,249 | | Loss from operations | $(552,566) | $(1,596,815) | +$1,044,249 | | Stock Compensation Expense | $0 | $(93,216) | +$93,216 | | Interest earned on cash and investments held in Trust Account | $1,650,096 | $1,912,415 | -$262,319 | | Total other income, net | $1,650,096 | $1,819,199 | -$169,103 | | Net income | $1,097,530 | $222,384 | +$875,146 | | Basic and diluted net income per share, Class A ordinary shares subject to possible redemption | $0.07 | $0.01 | +$0.06 | | Basic and diluted net income per share, Class B ordinary shares | $0.07 | $0.01 | +$0.06 | [Unaudited Condensed Statements of Changes in Shareholders' Deficit](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) This section outlines changes in shareholders' deficit for the three months ended March 31, 2024, and 2023, reflecting the impact of net income and remeasurement adjustments on redeemable Class A ordinary shares - As of March 31, 2024, the shareholders' deficit was **$(13,991,074)**, an increase from **$(12,838,508)** as of December 31, 2023, primarily influenced by a remeasurement adjustment on redeemable Class A ordinary shares of **$(2,250,096)** and net income of **$1,097,530**[16](index=16&type=chunk) - As of March 31, 2023, the shareholders' deficit was **$(7,591,599)**, an increase from **$(5,994,784)** as of December 31, 2022, primarily due to **$93,216** in stock compensation expense and a **$(1,912,415)** remeasurement adjustment on redeemable Class A ordinary shares, partially offset by **$222,384** in net income[17](index=17&type=chunk) [Unaudited Condensed Statements of Cash Flows](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) This section details cash flows from operating, investing, and financing activities for the three months ended March 31, 2024, and 2023, showing net cash outflows from operating and investing activities in 2024 offset by cash provided by financing activities Unaudited Condensed Statements of Cash Flows (USD) | Metric | 2024 (USD) | 2023 (USD) | | :------------------------------------------ | :----------- | :----------- | | Net cash used in operating activities | $(478,539) | $(167,139) | | Net cash used in investing activities | $(600,000) | $0 | | Net cash provided by financing activities | $1,100,000 | $0 | | Net Change in Cash | $21,461 | $(167,139) | | Cash - Ending | $222,325 | $147,090 | - Remeasurement adjustments for redeemable Class A ordinary shares in non-cash investing and financing activities were **$2,250,096** in 2024 and **$1,912,415** in 2023[19](index=19&type=chunk) [Notes to Unaudited Condensed Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) This section provides detailed explanations and disclosures for the unaudited condensed financial statements, covering the company's organization, significant accounting policies, business combination details, related party transactions, commitments, contingencies, and shareholder equity structure [Note 1 - Organization, Business Operation](index=7&type=section&id=Note%201%20-%20Organization%2C%20Business%20Operation) AP Acquisition Corp, formed in April 2021 to complete a business combination, has not yet commenced operations, with primary revenue from trust account interest; the company extended its business combination deadline to June 21, 2024, entered into an agreement with JEPLAN Holdings, Inc., faces unvested founder shares due to unmet funding conditions, and has significant liquidity and going concern doubts - The company was incorporated on April 22, 2021, for a business combination, has not commenced operations as of March 31, 2024, and primarily earns non-operating interest income from IPO proceeds held in the trust account[22](index=22&type=chunk)[23](index=23&type=chunk)[111](index=111&type=chunk) - The company completed its IPO on December 21, 2021, issuing **17,250,000 units** at **$10.00 per unit**, raising **$172,500,000**, and concurrently sold **10,625,000 private placement warrants** to the Sponsor at **$1.00 per warrant**, raising **$10,625,000**[24](index=24&type=chunk)[25](index=25&type=chunk)[112](index=112&type=chunk) - The business combination deadline has been extended to **June 21, 2024**, during which **5,947,466 Class A ordinary shares** were redeemed for approximately **$64.95 million**, leaving a trust account balance of approximately **$123.69 million**, with the Sponsor depositing **$1,400,000** into the trust account to support the extension[28](index=28&type=chunk)[113](index=113&type=chunk)[115](index=115&type=chunk) - On June 16, 2023, the company entered into a business combination agreement with JEPLAN Holdings, Inc., JEPLAN MS, Inc., and JEPLAN, Inc., planning to make JEPLAN a wholly-owned subsidiary of PubCo through a share exchange and merger[36](index=36&type=chunk)[116](index=116&type=chunk)[117](index=117&type=chunk) - Due to the Sponsor's failure to contribute **$30,000,000** by December 15, 2023, **20% of the Founder Shares** (Earn-In Shares) will become unvested and will vest upon meeting specific volume-weighted average price (VWAP) conditions[40](index=40&type=chunk)[41](index=41&type=chunk)[123](index=123&type=chunk)[124](index=124&type=chunk) - As of March 31, 2024, the company had **$222,325** in cash and a working capital deficit of **$7,953,574**, leading management to conclude that failure to complete the business combination by **June 21, 2024** (or a later date with additional extension deposits) would raise substantial doubt about the company's ability to continue as a going concern due to mandatory liquidation[43](index=43&type=chunk)[48](index=48&type=chunk)[137](index=137&type=chunk) - The company received **$960,000** in interest-free working capital loans from the Sponsor, fully received as of March 31, 2024[47](index=47&type=chunk)[133](index=133&type=chunk)[134](index=134&type=chunk) - Global military conflicts, such as the Russia-Ukraine and Israel-Hamas conflicts, and related economic sanctions, could materially adversely affect the company's ability to complete its business combination or the operations of the target business[49](index=49&type=chunk) [Note 2 - Significant Accounting Policies](index=17&type=section&id=Note%202%20-%20Significant%20Accounting%20Policies) This section details the accounting principles and policies used in preparing the unaudited condensed financial statements, covering US GAAP compliance, Emerging Growth Company status, use of estimates, and specific policies for cash, trust account investments, financial instruments, warrants, income taxes, redeemable Class A shares, stock compensation, net income per share, offering costs, and recent accounting pronouncements [Basis of Presentation](index=17&type=section&id=Basis%20of%20Presentation) The unaudited condensed financial statements comply with US GAAP requirements for interim financial information and incorporate condensed disclosures as per SEC rules and regulations - The financial statements are prepared in accordance with **US GAAP** and **SEC Form 10-Q** requirements[51](index=51&type=chunk) [Emerging Growth Company Status](index=17&type=section&id=Emerging%20Growth%20Company%20Status) As an 'Emerging Growth Company' under the JOBS Act, the company benefits from several exemptions, including the option to delay adopting new accounting standards to align with private companies - The company qualifies as an **'Emerging Growth Company'** under the JOBS Act[53](index=53&type=chunk) - The company has elected not to opt out of the extended transition period, aligning its adoption of new or revised financial accounting standards with those applicable to private companies[54](index=54&type=chunk) [Use of Estimates](index=17&type=section&id=Use%20of%20Estimates) Financial statement preparation requires management to make estimates and assumptions that affect reported assets, liabilities, costs, expenses, and related disclosures, with actual results potentially differing significantly from these estimates - The preparation of financial statements requires management to make estimates and assumptions, and actual results could differ significantly from these estimates[55](index=55&type=chunk) [Cash and Cash Equivalents](index=17&type=section&id=Cash%20and%20Cash%20Equivalents) The company considers short-term investments with original maturities of three months or less as cash equivalents; as of March 31, 2024, the company held **$222,325** in cash but no cash equivalents - As of March 31, 2024, the company's cash was **$222,325**, compared to **$200,864** as of December 31, 2023[56](index=56&type=chunk) - The company had no cash equivalents as of March 31, 2024, and December 31, 2023[56](index=56&type=chunk) [Cash and Investments Held in Trust Account](index=19&type=section&id=Cash%20and%20Investments%20Held%20in%20Trust%20Account) Since August 2023, funds in the trust account have been liquidated from money market funds and are held as interest-bearing demand deposits, classified as trading securities and measured at fair value - Since August 2023, trust account funds have been liquidated from money market funds and are held as interest-bearing demand deposits[58](index=58&type=chunk) - As of March 31, 2024, the trust account held **$128,197,607**, compared to **$125,947,511** as of December 31, 2023[59](index=59&type=chunk) - On October 3, 2023, the company paid **$64,953,170** to public shareholders who redeemed **5,947,466 Class A ordinary shares**[59](index=59&type=chunk) [Concentration of Credit Risk](index=19&type=section&id=Concentration%20of%20Credit%20Risk) The company's cash accounts may exceed Federal Deposit Insurance Corporation (FDIC) coverage, but management believes the company does not face significant risk on these accounts - The company's cash accounts may exceed the **$250,000** Federal Deposit Insurance Corporation (FDIC) coverage limit[60](index=60&type=chunk) - Management believes the company does not face significant risk on these accounts[60](index=60&type=chunk) [Fair Value of Financial Instruments](index=19&type=section&id=Fair%20Value%20of%20Financial%20Instruments) The fair value of the company's financial instruments approximates their carrying value due to their short-term nature, with fair value measurements employing a three-level hierarchy - The fair value of the company's financial instruments approximates their carrying value, primarily due to their short-term nature[61](index=61&type=chunk) - Fair value measurements utilize a three-level hierarchy: Level 1 for quoted prices in active markets for identical instruments; Level 2 for observable inputs other than quoted prices in active markets; and Level 3 for unobservable inputs[61](index=61&type=chunk) [Warrants](index=20&type=section&id=Warrants) The company's warrants are classified as equity instruments under ASC 480 and ASC 815 guidance, as they meet all criteria for equity classification - The company's warrants meet all criteria for equity classification and are therefore classified as equity instruments[63](index=63&type=chunk) [Income Taxes](index=20&type=section&id=Income%20Taxes) The company accounts for income taxes under ASC 740, recognizing deferred tax assets and liabilities; as the Cayman Islands government does not impose income tax, no income tax is reflected in the financial statements - The Cayman Islands government currently imposes no income tax, so no income tax is reflected in the company's financial statements[66](index=66&type=chunk) - As of March 31, 2024, and December 31, 2023, the company had no unrecognized tax benefits[65](index=65&type=chunk) [Class A Ordinary Shares Subject to Possible Redemption](index=20&type=section&id=Class%20A%20Ordinary%20Shares%20Subject%20to%20Possible%20Redemption) Class A ordinary shares with redemption rights beyond the company's control are classified as temporary equity and presented at their redemption value, with changes in redemption value recognized immediately - Class A ordinary shares with redemption rights beyond the company's control are classified as temporary equity and presented at their redemption value[67](index=67&type=chunk) - Changes in redemption value are recognized immediately and adjust the carrying value of Class A ordinary shares[68](index=68&type=chunk) Class A Ordinary Shares Subject to Possible Redemption (USD) | Metric | Amount (USD) | | :------------------------------------------------------------------------------------------------ | :------------- | | Class A ordinary shares subject to possible redemption, December 31, 2022 | $180,237,929 | | Less: Redemption of shares | $(64,953,169) | | Plus: Remeasurement adjustment on redeemable ordinary shares | $8,137,751 | | Additional amount deposited into Trust Account | $2,525,000 | | Class A ordinary shares subject to possible redemption, December 31, 2023 | $125,947,511 | | Plus: Remeasurement adjustment on redeemable ordinary shares | $2,250,096 | | Class A ordinary shares subject to possible redemption, March 31, 2024 | $128,197,607 | [Stock Compensation Expense](index=22&type=section&id=Stock%20Compensation%20Expense) Stock compensation expense is measured at fair value on the grant date and recognized over the service period; for the three months ended March 31, 2024, no stock compensation expense was recognized, compared to **$93,216** in the prior year period - For the three months ended March 31, 2024, stock compensation expense was **$0**, compared to **$93,216** for the same period in 2023[71](index=71&type=chunk) [Net Income per Ordinary Share](index=22&type=section&id=Net%20Income%20per%20Ordinary%20Share) Basic and diluted net income per ordinary share are calculated separately for Class A and Class B ordinary shares, with warrants excluded from diluted earnings per share calculations due to unfulfilled exercise conditions Net Income per Ordinary Share | Metric | 2024 Class A | 2024 Class B | 2023 Class A | 2023 Class B | | :------------------------------------------ | :----------- | :----------- | :----------- | :----------- | | Allocation of net income (USD) | $794,418 | $303,112 | $177,907 | $44,477 | | Basic and diluted weighted-average shares outstanding (Shares) | 11,302,534 | 4,312,500 | 17,250,000 | 4,312,500 | | Basic and diluted net income per share (USD) | $0.07 | $0.07 | $0.01 | $0.01 | - Warrants are excluded from diluted earnings per share calculations because they are contingently exercisable and the contingent conditions have not been satisfied[72](index=72&type=chunk) [Offering Costs associated with the Initial Public Offering](index=23&type=section&id=Offering%20Costs%20associated%20with%20the%20Initial%20Public%20Offering) The Initial Public Offering (IPO) incurred **$10,474,423** in offering costs, including underwriting commissions and other expenses, which were accounted for as a reduction of temporary equity and additional paid-in capital - Total IPO offering costs amounted to **$10,474,423**, comprising **$3,450,000** in underwriting commissions, **$6,037,500** in deferred underwriting commissions, and **$986,923** in other offering costs[74](index=74&type=chunk) [Recent Accounting Pronouncements](index=23&type=section&id=Recent%20Accounting%20Pronouncements) The company adopted ASU 2020-06 on January 1, 2024, with no material impact, and ASU 2023-09, effective after December 15, 2024, is also not expected to have a material impact - The company adopted **ASU 2020-06** (Debt—With Conversion and Other Options) on January 1, 2024, with no impact on the unaudited condensed financial statements[75](index=75&type=chunk) - ASU 2023-09 (Income Taxes) will be effective after December 15, 2024, and management does not expect its adoption to have a material impact on the financial statements and disclosures[76](index=76&type=chunk) [Note 3 - Initial Public Offering](index=23&type=section&id=Note%203%20-%20Initial%20Public%20Offering) The company completed its IPO on December 21, 2021, issuing **17,250,000 units** at **$10.00 per unit**, with each unit comprising one Class A ordinary share and one-half of a redeemable warrant - The company completed its IPO on December 21, 2021, issuing **17,250,000 units** at **$10.00 per unit**[77](index=77&type=chunk) [Note 4 - Private Placement](index=23&type=section&id=Note%204%20-%20Private%20Placement) Concurrently with the IPO, the Sponsor purchased **10,625,000 private placement warrants** at **$1.00 per warrant**, totaling **$10,625,000**; these warrants are subject to transfer restrictions and are exercisable on a cashless basis - The Sponsor purchased **10,625,000 private placement warrants** at **$1.00 per warrant**, totaling **$10,625,000**[78](index=78&type=chunk) - Private placement warrants are subject to transfer restrictions and are exercisable on a cashless basis[78](index=78&type=chunk) [Note 5 - Related Party Transactions](index=24&type=section&id=Note%205%20-%20Related%20Party%20Transactions) This section details related party transactions with the Sponsor, including founder shares, promissory notes for extensions and working capital, and the administrative services agreement [Founder Shares](index=24&type=section&id=Founder%20Shares) The Sponsor initially purchased **5,750,000 Class B ordinary shares** for **$25,000**; after share forfeitures and transfers to independent directors, **4,312,500 Class B shares** remained outstanding as of March 31, 2024, with no shares subject to forfeiture, and no stock compensation expense for director shares in Q1 2024, compared to **$93,216** in Q1 2023 - The Sponsor initially purchased **5,750,000 Class B ordinary shares** for **$25,000**[79](index=79&type=chunk) - As of March 31, 2024, and December 31, 2023, **4,312,500 Class B ordinary shares** were issued and outstanding, with no shares subject to forfeiture[80](index=80&type=chunk)[97](index=97&type=chunk) - For the three months ended March 31, 2024, stock compensation expense was **$0**, compared to **$93,216** for the same period in 2023[81](index=81&type=chunk) [Promissory Note - Related Party](index=24&type=section&id=Promissory%20Note%20-%20Related%20Party) The Sponsor provided the company with several interest-free, unsecured promissory notes for IPO expenses, business combination extensions, and working capital; as of March 31, 2024, outstanding balances included **$1,725,000** for extension loans, **$1,400,000** for extension promissory notes, and **$960,000** for three working capital promissory notes - The Sponsor provided **$1,725,000** in loans to the company to extend the business combination deadline, which remained outstanding as of March 31, 2024[84](index=84&type=chunk)[131](index=131&type=chunk)[146](index=146&type=chunk) - Under the extension promissory note, the Sponsor agreed to deposit **$200,000** monthly into the trust account, with an outstanding balance of **$1,400,000** as of March 31, 2024 (compared to **$800,000** as of December 31, 2023)[85](index=85&type=chunk)[132](index=132&type=chunk)[147](index=147&type=chunk) - The company received three working capital promissory notes from the Sponsor, totaling **$960,000**, all of which remained outstanding as of March 31, 2024[86](index=86&type=chunk)[87](index=87&type=chunk)[133](index=133&type=chunk)[134](index=134&type=chunk)[148](index=148&type=chunk)[149](index=149&type=chunk) [Working Capital Loans](index=26&type=section&id=Working%20Capital%20Loans) The Sponsor or its affiliates may provide working capital loans to fund transaction costs, repayable from trust account funds upon business combination completion or from outside the trust account otherwise; as of March 31, 2024, there were no outstanding working capital loans - The Sponsor or its affiliates may provide working capital loans up to **$1,500,000**, which may be convertible into warrants[88](index=88&type=chunk)[136](index=136&type=chunk) - As of March 31, 2024, and December 31, 2023, the company had no working capital loan borrowings[88](index=88&type=chunk) [Administrative Services Agreement](index=26&type=section&id=Administrative%20Services%20Agreement) The company pays the Sponsor **$10,000** monthly for office space, secretarial, and administrative support; as of March 31, 2024, the balance due to related parties was **$275,333** - The company pays the Sponsor **$10,000** monthly for administrative services[89](index=89&type=chunk)[139](index=139&type=chunk) - As of March 31, 2024, the balance due to related parties was **$275,333**, compared to **$245,333** as of December 31, 2023[89](index=89&type=chunk) [Note 6 - Commitments & Contingencies](index=27&type=section&id=Note%206%20-%20Commitments%20%26%20Contingencies) This section outlines the company's commitments and contingencies, including registration and shareholder rights, underwriting agreement terms, and the subscription agreement with the Sponsor [Registration and Shareholder Rights](index=27&type=section&id=Registration%20and%20Shareholder%20Rights) Holders of founder shares, private placement warrants, and working capital loan warrants possess registration rights; founder shares are subject to lock-up restrictions, and the Sponsor has the right to nominate three directors upon business combination completion - Holders of founder shares, private placement warrants, and working capital loan warrants possess registration rights[90](index=90&type=chunk)[140](index=140&type=chunk) - Founder shares are subject to lock-up restrictions[91](index=91&type=chunk)[141](index=141&type=chunk)[144](index=144&type=chunk) - Upon completion of the business combination, the Sponsor has the right to nominate three directors[92](index=92&type=chunk)[144](index=144&type=chunk) [Underwriting Agreement](index=27&type=section&id=Underwriting%20Agreement) The underwriters fully exercised their over-allotment option, and the company paid **$3,450,000** in cash underwriting commissions; on April 12, 2023, Credit Suisse waived **$6,037,500** in deferred underwriting discounts related to the proposed business combination with JEPLAN - The underwriters fully exercised their over-allotment option on December 21, 2021[93](index=93&type=chunk) - The company paid **$3,450,000** in cash underwriting commissions[93](index=93&type=chunk)[150](index=150&type=chunk) - On April 12, 2023, Credit Suisse waived **$6,037,500** in deferred underwriting discounts[93](index=93&type=chunk)[150](index=150&type=chunk) [Subscription Agreement](index=27&type=section&id=Subscription%20Agreement) The Sponsor agreed to subscribe for **500,000 PubCo American Depositary Shares (ADS)** at **$10.00 per share**, totaling **$5,000,000**, contingent upon the completion of the business combination - The Sponsor agreed to subscribe for **500,000 PubCo ADS** at **$10.00 per share**, totaling **$5,000,000**, with this subscription contingent upon the completion of the business combination[94](index=94&type=chunk)[139](index=139&type=chunk) [Note 7 - Shareholders' Deficit](index=29&type=section&id=Note%207%20-%20Shareholders'%20Deficit) This section details the authorized and issued shares for preference shares, Class A and Class B ordinary shares, and warrants, along with the voting rights and conversion terms for Class B shares [Preference shares](index=29&type=section&id=Preference%20shares) The company is authorized to issue **5,000,000 preference shares**, but as of March 31, 2024, and December 31, 2023, no preference shares were issued or outstanding - The company is authorized to issue **5,000,000 preference shares**, but as of March 31, 2024, and December 31, 2023, no preference shares were issued or outstanding[95](index=95&type=chunk) [Class A ordinary shares](index=29&type=section&id=Class%20A%20ordinary%20shares) The company is authorized to issue **500,000,000 Class A ordinary shares**; as of March 31, 2024, and December 31, 2023, no Class A ordinary shares were issued or outstanding, except for **11,302,534 shares** subject to possible redemption - The company is authorized to issue **500,000,000 Class A ordinary shares**[95](index=95&type=chunk) - As of March 31, 2024, and December 31, 2023, no Class A ordinary shares were issued or outstanding, except for **11,302,534 shares** subject to possible redemption[95](index=95&type=chunk) [Class B ordinary shares](index=29&type=section&id=Class%20B%20ordinary%20shares) The company is authorized to issue **50,000,000 Class B ordinary shares**; as of March 31, 2024, and December 31, 2023, **4,312,500 Class B ordinary shares** were issued and outstanding, with specific voting rights and conversion terms - The company is authorized to issue **50,000,000 Class B ordinary shares**[96](index=96&type=chunk) - As of March 31, 2024, and December 31, 2023, **4,312,500 Class B ordinary shares** were issued and outstanding[97](index=97&type=chunk) - Prior to the completion of the initial business combination, only holders of founder shares are entitled to vote for the election of directors[98](index=98&type=chunk) - Founder shares will automatically convert into Class A ordinary shares at the time of the initial business combination, subject to anti-dilution adjustments[99](index=99&type=chunk) [Warrants](index=30&type=section&id=Warrants) As of March 31, 2024, the company had **8,625,000 public warrants** and **10,625,000 private placement warrants**; warrants are exercisable 30 days after business combination completion or 12 months after IPO closing, expiring five years after business combination completion, with exercise and redemption trigger prices adjustable under specific conditions, and the company may redeem warrants above certain price thresholds - As of March 31, 2024, and December 31, 2023, **8,625,000 public warrants** and **10,625,000 private placement warrants** were outstanding[101](index=101&type=chunk) - Each warrant holder is entitled to purchase one Class A ordinary share at an exercise price of **$11.50 per share**[101](index=101&type=chunk) - Warrants are exercisable 30 days after the completion of a business combination or 12 months after the IPO closing, and they expire five years after the completion of a business combination[102](index=102&type=chunk) - The company may redeem outstanding warrants (excluding private placement warrants, unless certain conditions are met) at **$0.01 per warrant** when the closing price of the company's Class A ordinary shares equals or exceeds **$18.00**[104](index=104&type=chunk)[105](index=105&type=chunk)[106](index=106&type=chunk) [Note 8 - Subsequent Events](index=32&type=section&id=Note%208%20-%20Subsequent%20Events) The company evaluated subsequent events through the financial statement issuance date and identified no items requiring adjustment or disclosure - The company identified no subsequent events requiring adjustment or disclosure[107](index=107&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=33&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) [Special Note Regarding Forward-Looking Statements](index=33&type=section&id=Special%20Note%20Regarding%20Forward-Looking%20Statements) This section alerts readers that the report contains forward-looking statements based on management's beliefs and assumptions, involving risks and uncertainties, where actual results may differ materially from these statements - This quarterly report contains forward-looking statements based on management's beliefs and assumptions, involving risks and uncertainties[110](index=110&type=chunk) - Actual results may differ materially from forward-looking statements due to various factors[110](index=110&type=chunk) [Overview](index=33&type=section&id=Overview) AP Acquisition Corp, formed in April 2021 as a Special Purpose Acquisition Company (SPAC) to complete a business combination, has not commenced operations, generating non-operating income primarily from trust account interest, and has extended its business combination deadline to June 21, 2024, with Sponsor contributions to the trust account supporting the extension - The company was incorporated on April 22, 2021, for a business combination, has not commenced operations as of March 31, 2024, and primarily earns non-operating interest income from IPO proceeds held in the trust account[111](index=111&type=chunk)[125](index=125&type=chunk) - The company completed its IPO on December 21, 2021, issuing **17,250,000 units** for total proceeds of **$172,500,000**, and concurrently sold **10,625,000 private placement warrants** to the Sponsor for total proceeds of **$10,625,000**[112](index=112&type=chunk) - The business combination deadline has been extended to **June 21, 2024**, with the Sponsor depositing **$1,400,000** into the trust account to support the extension[113](index=113&type=chunk)[115](index=115&type=chunk) [Business Combination](index=35&type=section&id=Business%20Combination) On June 16, 2023, the company entered into a business combination agreement with JEPLAN Holdings, Inc. and others, planning to make JEPLAN a wholly-owned subsidiary of PubCo through a share exchange and merger; SPAC shares will convert to PubCo ADS, warrants to PubCo warrants, the Sponsor committed to a PIPE investment, some founder shares are subject to 'Earn-In Event' vesting due to unmet funding conditions, and Tokyo Century Corporation agreed not to redeem **500,000 Class A ordinary shares** - On June 16, 2023, the company entered into a business combination agreement with JEPLAN Holdings, Inc., JEPLAN MS, Inc., and JEPLAN, Inc.[116](index=116&type=chunk) - The business combination involves a share exchange (JEPLAN shares converting to PubCo shares/ADS) and a merger (SPAC merging into Merger Sub, becoming a wholly-owned subsidiary of PubCo)[117](index=117&type=chunk)[118](index=118&type=chunk) - SPAC's Class A ordinary shares will automatically be canceled and exchanged for PubCo ADS; SPAC's public warrants and private placement warrants will convert into PubCo Series 1 and Series 2 warrants, respectively[118](index=118&type=chunk) - The Sponsor agreed to subscribe for **500,000 PubCo ADS** for **$5,000,000**, with this subscription contingent upon the completion of the business combination[122](index=122&type=chunk) - Due to the Sponsor's failure to contribute **$30,000,000** by December 15, 2023, **20% of the Founder Shares** (Earn-In Shares) will become unvested and will vest upon meeting specific volume-weighted average price (VWAP) conditions[123](index=123&type=chunk)[124](index=124&type=chunk) - Tokyo Century Corporation has agreed not to redeem **500,000 Class A ordinary shares**[121](index=121&type=chunk) [Results of Operations](index=37&type=section&id=Results%20of%20Operations) For the three months ended March 31, 2024, the company achieved **$1,097,530** in net income, primarily from trust account interest income, partially offset by operating costs; net income significantly increased compared to the prior year, mainly due to lower operating costs and no stock compensation expense Results of Operations (USD) | Metric | 2024 (USD) | 2023 (USD) | Change (YoY) (USD) | | :---------------------------------------------------------------- | :----------- | :----------- | :----------- | | Net income | $1,097,530 | $222,384 | +$875,146 | | Interest income from Trust Account | $1,650,096 | $1,912,415 | -$262,319 | | Operating costs | $552,566 | $1,596,815 | -$1,044,249 | | Stock compensation expense | $0 | $93,216 | -$93,216 | [Liquidity, Capital Resources and Going Concern](index=39&type=section&id=Liquidity%2C%20Capital%20Resources%20and%20Going%20Concern) As of March 31, 2024, the company had **$222,325** in cash outside the trust account and a working capital deficit, with net cash used in operating activities of **$478,539** in Q1 2024; the Sponsor provided significant financing through promissory notes for extensions and working capital, with outstanding balances of **$1,725,000**, **$1,400,000**, and **$960,000**, respectively, leading management to conclude that failure to complete the business combination by **June 21, 2024** (or a later date with additional extension deposits) raises substantial doubt about the company's ability to continue as a going concern - As of March 31, 2024, the company's cash outside the trust account was **$222,325**[129](index=129&type=chunk) - Net cash used in operating activities was **$478,539** in Q1 2024, compared to **$167,139** in Q1 2023[129](index=129&type=chunk)[130](index=130&type=chunk) - Net cash used in investing activities was **$600,000** in Q1 2024 (deposited into the trust account)[130](index=130&type=chunk) - Net cash provided by financing activities was **$1,100,000** in Q1 2024 (from the issuance of promissory notes)[130](index=130&type=chunk) - As of March 31, 2024, outstanding promissory notes from the Sponsor included **$1,725,000** for business combination extensions, **$1,400,000** for monthly trust account deposits, and three working capital promissory notes totaling **$960,000**[131](index=131&type=chunk)[132](index=132&type=chunk)[133](index=133&type=chunk)[134](index=134&type=chunk)[146](index=146&type=chunk)[147](index=147&type=chunk)[148](index=148&type=chunk)[149](index=149&type=chunk) - Management believes that failure to complete the business combination by **May 21, 2024** (or June 21, 2024, with additional extension deposits) would raise substantial doubt about the company's ability to continue as a going concern due to mandatory liquidation[137](index=137&type=chunk) [Off-Balance Sheet Financing Arrangements](index=41&type=section&id=Off-Balance%20Sheet%20Financing%20Arrangements) As of March 31, 2024, the company had no off-balance sheet arrangements, including obligations, assets, or liabilities - As of March 31, 2024, the company had no off-balance sheet arrangements[138](index=138&type=chunk) [Contractual Obligations](index=41&type=section&id=Contractual%20Obligations) As of March 31, 2024, the company had no long-term debt, capital, or operating lease obligations; it has an administrative services agreement with the Sponsor for **$10,000** monthly and a subscription agreement for the Sponsor to purchase **$5,000,000** in PubCo ADS - As of March 31, 2024, the company had no long-term debt, capital, or operating lease obligations[139](index=139&type=chunk) - The company has an administrative services agreement with the Sponsor for **$10,000** per month[139](index=139&type=chunk) - The Sponsor has agreed to subscribe for **$5,000,000** of PubCo ADS[139](index=139&type=chunk) [Registration and Shareholder Rights](index=41&type=section&id=Registration%20and%20Shareholder%20Rights) Holders of founder shares, private placement warrants, and working capital loan warrants possess registration rights; founder shares are subject to lock-up restrictions, and the Sponsor has the right to nominate three directors upon business combination completion - Holders of founder shares, private placement warrants, and working capital loan warrants possess registration rights[140](index=140&type=chunk) - Founder shares are subject to lock-up restrictions[141](index=141&type=chunk)[144](index=144&type=chunk) - Upon completion of the business combination, the Sponsor has the right to nominate three directors[144](index=144&type=chunk) [Promissory Notes](index=43&type=section&id=Promissory%20Notes) This section details several interest-free, unsecured promissory notes provided by the Sponsor, including **$1,725,000** for extensions, **$1,400,000** for monthly trust account deposits, and **$960,000** for working capital, all outstanding as of March 31, 2024 - As of March 31, 2024, outstanding promissory notes from the Sponsor included **$1,725,000** for business combination extensions, **$1,400,000** for monthly trust account deposits, and three working capital promissory notes totaling **$960,000**[146](index=146&type=chunk)[147](index=147&type=chunk)[148](index=148&type=chunk)[149](index=149&type=chunk) [Underwriting Agreement](index=43&type=section&id=Underwriting%20Agreement) The company paid **$3,450,000** in IPO cash underwriting commissions; on April 12, 2023, Credit Suisse waived **$6,037,500** in deferred underwriting fees related to the proposed business combination with JEPLAN - The company paid **$3,450,000** in cash underwriting commissions[150](index=150&type=chunk) - On April 12, 2023, Credit Suisse waived **$6,037,500** in deferred underwriting fees[150](index=150&type=chunk) [Critical Accounting Estimates](index=43&type=section&id=Critical%20Accounting%20Estimates) Financial statement preparation requires management to make estimates and assumptions; the company has not identified any critical accounting estimates - Management has not identified any critical accounting estimates[153](index=153&type=chunk) [JOBS Act](index=45&type=section&id=JOBS%20Act) As an 'Emerging Growth Company' under the JOBS Act, the company benefits from relaxed reporting requirements, including delaying the adoption of new accounting standards to align with private companies - The company meets the definition of an **'Emerging Growth Company'** under the JOBS Act[154](index=154&type=chunk) - The company has elected to delay the adoption of new or revised accounting standards to align with effective dates for private companies[154](index=154&type=chunk) - The company may rely on other simplified reporting requirements, such as exemptions from auditor attestation reports and reduced executive compensation disclosures[155](index=155&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=45&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) As a smaller reporting company, AP Acquisition Corp is not required to provide market risk disclosures - As a smaller reporting company, the company is not required to provide market risk disclosures[156](index=156&type=chunk) [Controls and Procedures](index=45&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) [Disclosure Controls and Procedures](index=45&type=section&id=Disclosure%20Controls%20and%20Procedures) As of March 31, 2024, the company's Chief Executive Officer and Chief Financial Officer assessed and concluded that the disclosure controls and procedures were effective - As of March 31, 2024, the company's Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were effective[158](index=158&type=chunk) [Internal Control over Financial Reporting](index=45&type=section&id=Internal%20Control%20over%20Financial%20Reporting) This report does not include management's assessment of internal control over financial reporting or an independent registered public accounting firm's attestation report, due to the company's status as a newly public and 'Emerging Growth Company' during its transition period; no material changes occurred in internal control over financial reporting during Q1 2024 - This report does not include management's assessment of internal control over financial reporting or an independent registered public accounting firm's attestation report, due to the company's status as a newly public company and an **'Emerging Growth Company'**[159](index=159&type=chunk) - No material changes occurred in internal control over financial reporting for the three months ended March 31, 2024[159](index=159&type=chunk) [PART II. OTHER INFORMATION](index=47&type=section&id=PART%20II.%20OTHER%20INFORMATION) [ITEM 1. LEGAL PROCEEDINGS](index=47&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS.) The company currently has no legal proceedings - The company currently has no legal proceedings[161](index=161&type=chunk) [ITEM 1A. RISK FACTORS](index=47&type=section&id=ITEM%201A.%20RISK%20FACTORS.) No material changes have occurred in the company's disclosed risk factors since the filing of its Annual Report on Form 10-K on March 28, 2024 - No material changes have occurred in risk factors since the filing of the Annual Report on Form 10-K on March 28, 2024[162](index=162&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=47&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS.) This section details the sale of **17,250,000 units** in the company's IPO and the concurrent private placement of **10,625,000 private placement warrants** to the Sponsor; total proceeds from the IPO and private placement were **$183,125,000**, with **$177,675,000** deposited into the trust account, and underwriting fees paid with deferred fees waived - The company's IPO sold **17,250,000 units**, raising total proceeds of **$172,500,000**[163](index=163&type=chunk) - Concurrently, **10,625,000 private placement warrants** were privately placed to the Sponsor, raising total proceeds of **$10,625,000**[164](index=164&type=chunk) - Of the total proceeds from the IPO and private placement, **$177,675,000** was deposited into the trust account[165](index=165&type=chunk) - Underwriting discounts and commissions of **$3,450,000** were paid, and **$6,037,500** in deferred underwriting discounts were waived[165](index=165&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=47&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES.) The company has no defaults upon senior securities - The company has no defaults upon senior securities[165](index=165&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=47&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES.) This disclosure is not applicable to the company - This disclosure is not applicable to the company[166](index=166&type=chunk) [ITEM 5. OTHER INFORMATION](index=47&type=section&id=ITEM%205.%20OTHER%20INFORMATION.) No other information is disclosed - No other information is disclosed[166](index=166&type=chunk) [ITEM 6. EXHIBITS](index=49&type=section&id=ITEM%206.%20EXHIBITS.) This section lists exhibits filed as part of the Form 10-Q quarterly report, including various certifications and XBRL files - Exhibits include certifications from the Chief Executive Officer and Chief Financial Officer (31.1, 31.2, 32.1, 32.2) and XBRL files (101.INS, 101.CAL, 101.SCH, 101.DEF, 101.LAB, 101.PRE, 104)[168](index=168&type=chunk) [SIGNATURES](index=50&type=section&id=SIGNATURES) [SIGNATURES](index=50&type=section&id=SIGNATURES) This report was formally signed on May 15, 2024, by Keiichi Suzuki, Chief Executive Officer and Director, and Richard Lee Folsom, Chairman and Director (Chief Financial and Accounting Officer) - The report was signed on May 15, 2024, by Keiichi Suzuki, Chief Executive Officer and Director, and Richard Lee Folsom, Chairman and Director (Chief Financial and Accounting Officer)[169](index=169&type=chunk)[170](index=170&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to AP Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41176 (State or other jurisdiction of incorporation ...

[Part I. Financial Information](index=2&type=section&id=Part%20I.%20Financial%20Information) [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) The balance sheet as of September 30, 2023, shows increased assets and liabilities, driven by Trust Account growth and new promissory notes, expanding the accumulated deficit Key Balance Sheet Metrics | Metric | Sep 30, 2023 (Unaudited) | Dec 31, 2022 | | :------------------------------------- | :----------------------- | :----------- | | Cash | $141,905 | $314,229 | | Prepaid expense | $57,092 | $143,034 | | Cash and Investments held in Trust Account | $188,643,526 | $180,237,929 | | Total assets | $188,842,523 | $180,695,192 | | Accrued offering costs and expenses | $3,307,647 | $288,154 | | Promissory note - related party | $2,085,000 | — | | Due to related party | $215,333 | $126,393 | | Total current liabilities | $5,607,980 | $414,547 | | Total liabilities | $11,645,480 | $6,452,047 | | Accumulated deficit | $(11,446,914) | $(5,995,215) | | Total shareholders' deficit | $(11,446,483) | $(5,994,784) | [Unaudited Condensed Statements of Operations](index=4&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) Net income significantly increased for both periods ended September 30, 2023, primarily due to higher interest earned on Trust Account investments Key Income Statement Metrics | Metric | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :------------------------------------------------ | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Operating costs | $953,299 | $227,804 | $3,526,699 | $674,549 | | Stock Compensation Expense | $(95,288) | $(95,288) | $(282,756) | $(282,756) | | Interest earned on Trust Account | $2,396,423 | $801,953 | $6,480,597 | $1,059,691 | | Total other income, net | $2,301,135 | $706,665 | $6,197,841 | $776,935 | | Net income | $1,347,836 | $478,861 | $2,671,142 | $102,386 | | Basic and diluted net income per share (Class A) | $0.06 | $0.02 | $0.12 | $0.00 | | Basic and diluted net income per share (Class B) | $0.06 | $0.02 | $0.12 | $0.00 | - Net income for the three months ended September 30, 2023, increased by **181.5% year-over-year**, from **$478,861 to $1,347,836**, primarily due to a **198.8% increase** in interest earned on cash and investments held in the Trust Account[13](index=13&type=chunk) - For the nine months ended September 30, 2023, net income surged by **2508.7% year-over-year**, from **$102,386 to $2,671,142**, largely driven by a **511.5% increase** in interest earned on Trust Account assets[13](index=13&type=chunk) [Unaudited Condensed Statements of Changes in Shareholders' Deficit](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Shareholders%27%20Deficit) Shareholders' deficit significantly increased from December 2022 to September 2023, driven by share remeasurement and Trust Account deposits, partially offset by net income Key Shareholders' Deficit Metrics | Metric | Dec 31, 2022 | Sep 30, 2023 | | :-------------------------------------------------------------------------------- | :----------- | :----------- | | Total Shareholders' Deficit (Beginning Balance) | $(5,994,784) | $(5,994,784) | | Stock Compensation Expense | $282,756 | $282,756 | | Remeasurement of Class A ordinary shares subject to possible redemption | $(6,480,597) | $(6,480,597) | | Net income | $2,671,142 | $2,671,142 | | Additional amount deposited into Trust Account | $(1,925,000) | $(1,925,000) | | Total Shareholders' Deficit (Ending Balance) | $(5,994,784) | $(11,446,483) | - The accumulated deficit increased from **$(5,995,215) at December 31, 2022, to $(11,446,914) at September 30, 2023**, reflecting the financial impact of operations and share remeasurements[19](index=19&type=chunk) [Unaudited Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) Net cash outflows from operating and investing activities for the nine months ended September 30, 2023, were partially offset by financing inflows, resulting in a net cash decrease Key Cash Flow Metrics | Metric | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :------------------------------------------ | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(332,324) | $(706,523) | | Net cash used in investing activities | $(1,925,000) | — | | Net cash provided by financing activities | $2,085,000 | — | | Net Change in Cash | $(172,324) | $(706,523) | | Cash - Ending | $141,905 | $365,612 | - Net cash used in operating activities decreased by **53%** from **$(706,523) in 2022 to $(332,324) in 2023**, primarily due to an increase in accounts payable and accrued expenses[24](index=24&type=chunk) - Investing activities for 2023 included a **$1,925,000 deposit** to the Trust Account, which was not present in 2022[24](index=24&type=chunk) - Financing activities in 2023 generated **$2,085,000** from the issuance of a promissory note, a new source of cash compared to 2022[24](index=24&type=chunk) [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) These notes detail the company's SPAC organization, business combination efforts, accounting policies, and related party transactions, including deadline extensions, redemptions, and promissory notes [Note 1 - Organization, Business Operation](index=8&type=section&id=Note%201%20-%20Organization%2C%20Business%20Operation) AP Acquisition Corp, a SPAC, incorporated in April 2021, extended its business combination deadline to June 2024, resulting in **$64.95 million** in Class A share redemptions - The company was incorporated on **April 22, 2021**, as a Cayman Islands exempted company for the purpose of effecting a Business Combination, specifically excluding targets headquartered or primarily operating in China[28](index=28&type=chunk) - As of **September 30, 2023**, the company had not commenced any operations, with all activity related to its formation, IPO, and identifying/completing a Business Combination. Non-operating income is generated from interest on IPO proceeds held in the Trust Account[29](index=29&type=chunk) - Shareholders approved an Extension Amendment on **September 15, 2023**, extending the deadline to consummate a business combination from **September 21, 2023, to June 21, 2024**[34](index=34&type=chunk) - In connection with the Extension Amendment vote, **5,947,466 Class A Ordinary Shares** were redeemed for approximately **$64.95 million** (paid October 3, 2023), leaving about **$123.69 million** in the Trust Account[34](index=34&type=chunk) [Business Combination](index=11&type=section&id=Business%20Combination) On June 16, 2023, the company entered a Business Combination Agreement with JEPLAN, outlining a two-step merger process, with the Sponsor committing **$5 million** for PubCo ADSs and Tokyo Century Corporation agreeing to non-redemption of **500,000** Class A shares - On **June 16, 2023**, the Company entered into a Business Combination Agreement with JEPLAN Holdings, Inc., JEPLAN MS, Inc., and JEPLAN, Inc[42](index=42&type=chunk)[43](index=43&type=chunk) - The Business Combination involves a Share Exchange where JEPLAN becomes a wholly-owned subsidiary of PubCo, and a subsequent Merger where SPAC becomes a wholly-owned subsidiary of PubCo[45](index=45&type=chunk) - The Sponsor agreed to purchase **500,000 PubCo ADSs** for **$5,000,000** in a private placement, contingent upon the closing of the Merger[48](index=48&type=chunk) - Tokyo Century Corporation entered a non-redemption agreement for **500,000 Class A ordinary shares**, committing not to redeem or transfer these shares prior to the Business Combination closing[49](index=49&type=chunk)[50](index=50&type=chunk)[52](index=52&type=chunk) [Liquidity, Capital Resources and Going Concern](index=15&type=section&id=Liquidity%2C%20Capital%20Resources%20and%20Going%20Concern) As of September 30, 2023, the company had limited cash and a working capital deficit, relying on Sponsor promissory notes, raising substantial doubt about its going concern ability if the Business Combination is not completed - As of **September 30, 2023**, the Company had cash of **$141,905** and a working capital deficit of **$5,408,983**[53](index=53&type=chunk) - The Sponsor provided a **$1,725,000 loan** in June 2023 to extend the Termination Date and issued an Extension Note for up to **$1,800,000** (with **$200,000** outstanding as of Sep 30, 2023) and a Working Capital Note for up to **$160,000** (fully received) in September 2023[54](index=54&type=chunk)[55](index=55&type=chunk) - Management has determined that the mandatory liquidation, should a business combination not occur by the Extended Date, raises substantial doubt about the Company's ability to continue as a going concern[57](index=57&type=chunk) [Risks and Uncertainties](index=15&type=section&id=Risks%20and%20Uncertainties) The company acknowledges potential negative effects from the COVID-19 pandemic and ongoing military conflicts on its financial position, operations, and ability to consummate a Business Combination - Management continues to evaluate the impact of the COVID-19 pandemic, concluding a possible negative effect on financial position and search for a target company, though the specific impact is not readily determinable[58](index=58&type=chunk)[59](index=59&type=chunk) - Ongoing military conflicts (Russia-Ukraine, Israel-Hamas) and related economic sanctions may materially and adversely affect the company's ability to consummate a Business Combination or the operations of a target business, including impacts on equity and debt financing[61](index=61&type=chunk) [Note 2 - Significant Accounting Policies](index=17&type=section&id=Note%202%20-%20Significant%20Accounting%20Policies) The company's financial statements conform to US GAAP, utilizing the extended transition period for new accounting standards as an 'emerging growth company,' with key policies for Trust Account investments, warrants, and redeemable Class A shares - The financial statements are presented in conformity with US GAAP for interim financial information and SEC rules for interim reporting[62](index=62&type=chunk) - The company is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[64](index=64&type=chunk)[65](index=65&type=chunk) - Investments held in the Trust Account were liquidated from money market funds to an interest-bearing demand deposit account in **August 2023** and are classified as trading securities at fair value (Level 1)[68](index=68&type=chunk)[71](index=71&type=chunk)[125](index=125&type=chunk) - Warrants are classified as equity instruments, and Class A ordinary shares subject to possible redemption are presented as temporary equity at redemption value[75](index=75&type=chunk)[79](index=79&type=chunk) Stock Compensation Expense | Period | 2023 | 2022 | | :-------------------------- | :------- | :------- | | Three months ended Sep 30 | $95,288 | $95,288 | | Nine months ended Sep 30 | $282,756 | $282,756 | [Note 3 - Initial Public Offering](index=25&type=section&id=Note%203%20-%20Initial%20Public%20Offering) The IPO on December 21, 2021, issued **17.25 million** units at **$10.00** each, comprising one Class A ordinary share and one-half redeemable warrant - The IPO was consummated on **December 21, 2021**, with **17,250,000 units** issued at **$10.00 per unit**, including the full exercise of the over-allotment option[89](index=89&type=chunk) - Each unit consisted of one Class A ordinary share and one-half of one redeemable warrant[89](index=89&type=chunk) [Note 4 - Private Placement](index=27&type=section&id=Note%204%20-%20Private%20Placement) Concurrently with the IPO, the Sponsor purchased **10.625 million** Private Placement Warrants for **$1.00** each, generating **$10.625 million** in proceeds, subject to transfer restrictions and cashless exercise - The Sponsor purchased **10,625,000 Private Placement Warrants** at **$1.00 per warrant**, generating **$10,625,000** in gross proceeds[91](index=91&type=chunk) - These warrants are subject to transfer restrictions and are exercisable on a cashless basis by the Sponsor or its permitted transferees[91](index=91&type=chunk) [Note 5 - Related Party Transactions](index=27&type=section&id=Note%205%20-%20Related%20Party%20Transactions) Related party transactions involve the Sponsor's Founder Shares, independent director stock compensation, various Sponsor promissory notes for funding, and monthly administrative service fees - The Sponsor initially acquired **5,750,000 Class B ordinary shares** for **$25,000**, later reduced to **4,312,500 shares**[92](index=92&type=chunk) - Stock compensation expense of **$95,288** for the three months and **$282,756** for the nine months ended **September 30, 2023 and 2022**, was recognized for independent directors' Founder Shares[93](index=93&type=chunk) - The company has outstanding promissory notes from the Sponsor totaling **$1,725,000** (for extension), **$200,000** (Extension Note), and **$160,000** (Working Capital Note) as of **September 30, 2023**[97](index=97&type=chunk)[98](index=98&type=chunk)[99](index=99&type=chunk) - The company pays the Sponsor **$10,000 per month** for administrative services, with **$215,333** due to related party as of **September 30, 2023**[101](index=101&type=chunk) [Note 6 - Commitments & Contingencies](index=29&type=section&id=Note%206%20-%20Commitments%20%26%20Contingencies) Commitments include registration rights for Founder Shares and Private Placement Warrants, an underwriting agreement with a **$6.04 million** waived deferred fee, and the Sponsor's **$5 million** PubCo ADSs purchase commitment - Holders of Founder Shares, Private Placement Warrants, and potential Working Capital Loan warrants are entitled to registration rights[102](index=102&type=chunk) - Credit Suisse waived the **$6,037,500 deferred underwriting fee** on **April 12, 2023**, related to the proposed Business Combination with JEPLAN[108](index=108&type=chunk) - The Sponsor agreed to purchase **500,000 PubCo ADSs** for **$5,000,000** in a private placement, contingent on the Merger closing[109](index=109&type=chunk) [Note 7 - Shareholders' Deficit](index=31&type=section&id=Note%207%20-%20Shareholders%27%20Deficit) The company has authorized preference, Class A, and **4,312,500** outstanding Class B ordinary shares, with Class A and B generally voting together, but Founder Shares (Class B) having exclusive pre-Business Combination director election rights - The company has **5,000,000 authorized preference shares** and **500,000,000 authorized Class A ordinary shares**, with none issued or outstanding (excluding Class A shares subject to redemption)[110](index=110&type=chunk) - There are **4,312,500 Class B ordinary shares** issued and outstanding, which were initially acquired by the Sponsor[111](index=111&type=chunk)[114](index=114&type=chunk) - Class A and Class B ordinary shares vote together as a single class, except that only Founder Shares (Class B) vote on director elections prior to the initial Business Combination[115](index=115&type=chunk) - Founder Shares will automatically convert into Class A ordinary shares upon the initial Business Combination at a specified ratio[116](index=116&type=chunk) [Warrants](index=33&type=section&id=Warrants) As of September 30, 2023, **8.625 million** Public Warrants and **10.625 million** Private Placement Warrants were outstanding, exercisable at **$11.50** per Class A share, and redeemable under specific conditions - As of **September 30, 2023**, there were **8,625,000 Public Warrants** and **10,625,000 Private Placement Warrants** outstanding[117](index=117&type=chunk) - Each whole warrant entitles the holder to purchase one Class A ordinary share at an exercise price of **$11.50 per share**[117](index=117&type=chunk) - Warrants become exercisable on the later of **30 days** after the completion of the initial Business Combination and **12 months** from the IPO closing, expiring **five years** after the Business Combination[118](index=118&type=chunk) - The company may redeem outstanding warrants (excluding Private Placement Warrants unless specific conditions are met) at **$0.01 per warrant** if the Class A ordinary share closing price equals or exceeds **$18.00** for **20 trading days** within a **30-day period**[122](index=122&type=chunk)[123](index=123&type=chunk) [Note 8 - Recurring Fair Value Measurements](index=35&type=section&id=Note%208%20-%20Recurring%20Fair%20Value%20Measurements) As of September 30, 2023, Trust Account amounts were in an interest-bearing deposit account, with investments classified as Level 1 in the fair value hierarchy, valued using quoted prices in active markets - As of **September 30, 2023**, all amounts in the Trust Account were deposited in an interest-bearing demand deposit account[124](index=124&type=chunk) - Investments held in the Trust Account are classified as **Level 1** in the fair value hierarchy, indicating their fair value is determined using unadjusted quoted prices in active markets[125](index=125&type=chunk) [Note 9 - Subsequent Events](index=35&type=section&id=Note%209%20-%20Subsequent%20Events) Subsequent to September 30, 2023, the company paid **$64.95 million** for **5.95 million** Class A share redemptions, and the Sponsor deposited an additional **$200,000** into the Trust Account, increasing the Extension Note balance - On **October 3, 2023**, the Company paid **$64,953,170** to public shareholders for the redemption of **5,947,466 Class A ordinary shares**, leaving approximately **$123.69 million** in the Trust Account[128](index=128&type=chunk) - On **October 23, 2023**, the Sponsor deposited an additional **$200,000** into the Trust Account, increasing the total outstanding balance of the Extension Note to **$400,000**[128](index=128&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=38&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section discusses the company's financial condition and operations as a SPAC, detailing the JEPLAN merger, net income growth from Trust Account interest, liquidity challenges, going concern risks, and critical accounting policies [Overview](index=38&type=section&id=Overview) AP Acquisition Corp, a SPAC, seeks a business combination, extended its deadline to June 2024, and generates income solely from its Trust Account, following significant Class A share redemptions - AP Acquisition Corp was incorporated on **April 22, 2021**, as a SPAC to effect a Business Combination, with a restriction against targets headquartered or primarily conducting business in China[132](index=132&type=chunk) - The company has not commenced operations as of **September 30, 2023**, and generates non-operating income from interest on IPO proceeds held in the Trust Account[133](index=133&type=chunk) - The deadline for completing an initial Business Combination was extended from **September 21, 2023, to June 21, 2024**, following shareholder approval of the Extension Amendment[135](index=135&type=chunk) - In connection with the extension, **5,947,466 Class A ordinary shares** were redeemed for **$64,953,170** (paid October 3, 2023), leaving approximately **$123.69 million** in the Trust Account[137](index=137&type=chunk) [Business Combination](index=40&type=section&id=Business%20Combination_MDA) On June 16, 2023, the company entered a Business Combination Agreement with JEPLAN, outlining a two-step merger process, with the Sponsor committing **$5 million** for PubCo ADSs and Tokyo Century Corporation agreeing to non-redemption of **500,000** Class A shares - A Business Combination Agreement was signed on **June 16, 2023**, with JEPLAN Holdings, JEPLAN MS, and JEPLAN[138](index=138&type=chunk) - The transaction involves a Pre-Merger Reorganization (Share Exchange) and a Merger, resulting in SPAC becoming a wholly-owned subsidiary of PubCo[139](index=139&type=chunk) - The Sponsor agreed to purchase **500,000 PubCo ADSs** for **$5,000,000** in a private placement, contingent on the Merger closing[145](index=145&type=chunk) - Tokyo Century Corporation entered a non-redemption agreement for **500,000 Class A ordinary shares**, committing not to redeem or transfer them prior to the Business Combination[142](index=142&type=chunk)[144](index=144&type=chunk) [Results of Operations](index=42&type=section&id=Results%20of%20Operations) Net income significantly increased for both the three and nine months ended September 30, 2023, primarily due to higher interest income from the Trust Account Key Income Statement Metrics | Metric | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :------------------------------------------ | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net income | $1,347,836 | $478,861 | $2,671,142 | $102,386 | | Interest earned on Trust Account | $2,396,423 | $801,953 | $6,480,597 | $1,059,691 | | Operating costs | $953,299 | $227,804 | $3,526,699 | $674,549 | - Net income for the three months ended **September 30, 2023**, was **$1,347,836**, a substantial increase from **$478,861** in the prior year, driven by a significant rise in interest income from the Trust Account[146](index=146&type=chunk) - For the nine months ended **September 30, 2023**, net income reached **$2,671,142**, up from **$102,386** in the previous year, primarily due to increased interest earnings[146](index=146&type=chunk) [Liquidity, Capital Resources and Going Concern](index=42&type=section&id=Liquidity%2C%20Capital%20Resources%20and%20Going%20Concern_MDA) As of September 30, 2023, the company had limited cash and a working capital deficit, relying on Sponsor promissory notes, raising substantial doubt about its going concern ability if the Business Combination is not completed - As of **September 30, 2023**, the company had **$141,905** in cash outside its Trust Account and a working capital deficit[148](index=148&type=chunk) - Net cash used in operating activities for the nine months ended **September 30, 2023**, was **$332,324**, while financing activities provided **$2,085,000** from promissory notes[148](index=148&type=chunk)[149](index=149&type=chunk) - The Sponsor provided promissory notes totaling **$1,725,000** for extension, an Extension Note for up to **$1,800,000** (**$200,000** outstanding), and a Working Capital Note for up to **$160,000**[151](index=151&type=chunk)[152](index=152&type=chunk)[153](index=153&type=chunk) - Management has determined that the mandatory liquidation, if a business combination does not occur by the Extended Date, raises substantial doubt about the company's ability to continue as a going concern[156](index=156&type=chunk) [Off-Balance Sheet Financing Arrangements](index=44&type=section&id=Off-Balance%20Sheet%20Financing%20Arrangements) As of September 30, 2023, the company had no off-balance sheet arrangements, obligations, assets, or liabilities - The company has no obligations, assets, or liabilities that would be considered off-balance sheet arrangements as of **September 30, 2023**[157](index=157&type=chunk) [Contractual Obligations](index=46&type=section&id=Contractual%20Obligations) As of September 30, 2023, the company had no long-term debt or lease obligations, with primary commitments being a **$10,000** monthly administrative fee and the Sponsor's **$5 million** PubCo ADSs purchase - As of **September 30, 2023**, the company did not have any long-term debt, capital, or operating lease obligations[159](index=159&type=chunk) - The company is obligated to pay the Sponsor **$10,000 per month** for office space, secretarial, and administrative support services[159](index=159&type=chunk) - The Sponsor agreed to purchase **500,000 PubCo ADSs** for **$5,000,000** in a private placement, contingent upon the closing of the Merger[159](index=159&type=chunk) [Registration and Shareholder Rights](index=46&type=section&id=Registration%20and%20Shareholder%20Rights) Holders of Founder Shares, Private Placement Warrants, and Working Capital Loan warrants are entitled to registration rights, with Founder Shares subject to a lock-up period, and the Sponsor nominating three post-Business Combination directors - Holders of Founder Shares, Private Placement Warrants, and warrants from Working Capital Loans are entitled to registration rights[160](index=160&type=chunk) - Founder Shares are subject to a lock-up period, generally **one year** after the Business Combination or until certain share price thresholds are met[161](index=161&type=chunk) - The Sponsor is entitled to nominate **three individuals** to the company's board of directors following the consummation of an initial Business Combination[162](index=162&type=chunk) [Promissory Notes](index=46&type=section&id=Promissory%20Notes) The company holds several non-interest bearing, unsecured promissory notes from its Sponsor, including a **$1.725 million** extension loan, an Extension Note up to **$1.8 million** (**$200,000** outstanding), and a Working Capital Note up to **$160,000** - The Sponsor loaned the company **$1,725,000** in **June 2023** to extend the business combination deadline to **September 21, 2023**, with this balance outstanding as of **September 30, 2023**[164](index=164&type=chunk) - An Extension Note for up to **$1,800,000** was issued in **September 2023**, with **$200,000** outstanding as of **September 30, 2023**, for monthly deposits into the Trust Account[164](index=164&type=chunk)[165](index=165&type=chunk)[167](index=167&type=chunk) - A Working Capital Note for up to **$160,000** was issued in **September 2023**, with the full amount outstanding as of **September 30, 2023**, for working capital purposes[167](index=167&type=chunk) [Underwriting Agreement](index=48&type=section&id=Underwriting%20Agreement) The company paid a **$3.45 million** cash underwriting commission for its IPO, and Credit Suisse waived the **$6.04 million** deferred underwriting discount on **April 12, 2023** - The company paid a cash underwriting commission of **$3,450,000** for its IPO[168](index=168&type=chunk) - Credit Suisse waived the deferred underwriting fee of **$6,037,500** on **April 12, 2023**, related to the proposed Business Combination with JEPLAN[168](index=168&type=chunk) [Critical Accounting Policies](index=48&type=section&id=Critical%20Accounting%20Policies) Critical accounting policies include classifying redeemable Class A ordinary shares as temporary equity and excluding warrants from diluted EPS due to unmet contingencies - Class A ordinary shares subject to possible redemption are classified as temporary equity and measured at redemption value, as their redemption rights are outside the company's control[170](index=170&type=chunk) - Basic and diluted net income per ordinary share are the same because outstanding warrants are excluded from diluted EPS calculations due to unmet contingencies for exercisability[171](index=171&type=chunk) [Recent Accounting Pronouncements](index=48&type=section&id=Recent%20Accounting%20Pronouncements) The company is assessing ASU 2020-06, effective January 1, 2024, which simplifies financial instrument accounting and amends diluted EPS guidance, and has not early adopted it - The company is assessing the impact of ASU 2020-06, which simplifies accounting for certain financial instruments and amends diluted earnings per share guidance[172](index=172&type=chunk)[174](index=174&type=chunk) - ASU 2020-06 is effective **January 1, 2024**, for the company, and it has determined not to early adopt it[174](index=174&type=chunk) [JOBS Act](index=50&type=section&id=JOBS%20Act) As an 'emerging growth company' under the JOBS Act, the company has elected to delay adopting new accounting standards, potentially affecting comparability with other public companies - The company qualifies as an 'emerging growth company' under the JOBS Act[176](index=176&type=chunk) - It has elected to delay the adoption of new or revised accounting standards, complying with private company effective dates, which may impact comparability with other public companies[176](index=176&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=50&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, AP Acquisition Corp is not required to provide quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[178](index=178&type=chunk) [Item 4. Controls and Procedures](index=50&type=section&id=Item%204.%20Controls%20and%20Procedures) As of September 30, 2023, the CEO and principal financial officer concluded disclosure controls and procedures were effective, with no material changes to internal control over financial reporting [Disclosure Controls and Procedures](index=50&type=section&id=Disclosure%20Controls%20and%20Procedures) As of September 30, 2023, the CEO and principal financial officer concluded that the company's disclosure controls and procedures were effective - As of **September 30, 2023**, the Chief Executive Officer and principal financial officer concluded that the company's disclosure controls and procedures were effective[180](index=180&type=chunk) [Internal Control over Financial Reporting](index=52&type=section&id=Internal%20Control%20over%20Financial%20Reporting) This report omits management's assessment or attestation on internal control over financial reporting due to the company's 'emerging growth company' status, with no material changes during the nine months ended September 30, 2023 - This report does not include a management's assessment or an attestation report on internal control over financial reporting due to the company's status as a newly public and 'emerging growth company'[182](index=182&type=chunk) - There has been no change in the company's internal control over financial reporting that materially affected, or is reasonably likely to materially affect, its internal control over financial reporting during the nine months ended **September 30, 2023**[182](index=182&type=chunk) [Part II. Other Information](index=53&type=section&id=Part%20II.%20Other%20Information) [Item 1. Legal Proceedings](index=53&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings as of the date of this Quarterly Report - There are no legal proceedings to report[184](index=184&type=chunk) [Item 1A. Risk Factors](index=53&type=section&id=Item%201A.%20Risk%20Factors) As of this Quarterly Report, there are no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K - No material changes to the risk factors disclosed in the Annual Report on Form 10-K as of the date of this Quarterly Report[185](index=185&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=53&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the IPO of **17.25 million** units at **$10.00** each and the private placement of **10.625 million** warrants, with **$177.675 million** placed in the Trust Account and a **$6.04 million** deferred underwriting fee waived - The Initial Public Offering on **December 21, 2021**, involved **17,250,000 units** at **$10.00 per unit**, generating **$172,500,000** in gross proceeds[186](index=186&type=chunk) - Simultaneously, **10,625,000 Private Placement Warrants** were sold to the Sponsor for **$1.00 each**, raising **$10,625,000**[187](index=187&type=chunk) - A total of **$177,675,000** from the IPO and private placement proceeds was placed in the Trust Account[188](index=188&type=chunk) - Credit Suisse waived the **$6,037,500 deferred underwriting fee** on **April 12, 2023**[188](index=188&type=chunk) [Item 3. Defaults Upon Senior Securities](index=53&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - There are no defaults upon senior securities[188](index=188&type=chunk) [Item 4. Mine Safety Disclosures](index=53&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable[189](index=189&type=chunk) [Item 5. Other Information](index=53&type=section&id=Item%205.%20Other%20Information) The company reported no other information - There is no other information to report[189](index=189&type=chunk) [Item 6. Exhibits](index=55&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Quarterly Report on Form 10-Q, including certifications from the Principal Executive Officer and Principal Financial Officer, and XBRL taxonomy documents - The exhibits include certifications from the Principal Executive Officer and Principal Financial Officer (pursuant to Sections 302 and 906 of Sarbanes-Oxley Act of 2002) and various XBRL taxonomy documents[191](index=191&type=chunk) [SIGNATURES](index=56&type=section&id=SIGNATURES) The report was signed on behalf of AP Acquisition Corp by Keiichi Suzuki (CEO and Director) and Richard Lee Folsom (Chairman and Director, Principal Financial and Accounting Officer) on November 13, 2023 - The report was signed by Keiichi Suzuki, Chief Executive Officer and Director, and Richard Lee Folsom, Chairman and Director (Principal Financial and Accounting Officer), on **November 13, 2023**[193](index=193&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934 For the transition period from to | --- | --- | --- | |------------------------------------------------------------------------------------------------------------------------------------- ...

[Part I. Financial Information](index=3&type=section&id=Part%20I%20Financial%20Information) [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Presents AP Acquisition Corp's unaudited condensed financial statements, covering balance sheets, operations, cash flows, and related accounting notes [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) Condensed Balance Sheets | Metric | March 31, 2023 | December 31, 2022 | | :----- | :------------- | :---------------- | | Cash | $147,090 | $314,229 | | Marketable security held in Trust Account | $182,150,344 | $180,237,929 | | Total assets | $182,481,513 | $180,695,192 | | Total current liabilities | $1,885,268 | $414,547 | | Total liabilities | $7,922,768 | $6,452,047 | | Total shareholders' deficit | $(7,591,599) | $(5,994,784) | [Unaudited Condensed Statements of Operations](index=4&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) Unaudited Condensed Statements of Operations | Metric | 3 Months Ended March 31, 2023 | 3 Months Ended March 31, 2022 | | :----- | :---------------------------- | :---------------------------- | | Operating costs | $1,596,815 | $198,867 | | Loss from operations | $(1,596,815) | $(198,867) | | Interest earned on investments held in Trust Account | $1,912,415 | $17,817 | | Net income (loss) | $222,384 | $(274,266) | | Basic and diluted net income (loss) per share, Class A ordinary shares | $0.01 | $(0.01) | [Unaudited Condensed Statement of Changes in Shareholders' Deficit for the Three Months Ended March 31, 2023](index=5&type=section&id=Unaudited%20Condensed%20Statement%20of%20Changes%20in%20Shareholders'%20Deficit%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202023) Unaudited Condensed Statement of Changes in Shareholders' Deficit for the Three Months Ended March 31, 2023 | Metric | December 31, 2022 | March 31, 2023 | | :----- | :---------------- | :------------- | | Total Shareholders' Deficit | $(5,994,784) | $(7,591,599) | | Stock Compensation Expense | — | $93,216 | | Remeasurement of Class A ordinary shares subject to possible redemption | — | $(1,912,415) | | Net income | — | $222,384 | [Unaudited Condensed Statement of Changes in Shareholders' Deficit for the Three Months Ended March 31, 2022](index=6&type=section&id=Unaudited%20Condensed%20Statement%20of%20Changes%20in%20Shareholders'%20Deficit%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202022) Unaudited Condensed Statement of Changes in Shareholders' Deficit for the Three Months Ended March 31, 2022 | Metric | December 31, 2021 | March 31, 2022 | | :----- | :---------------- | :------------- | | Total Shareholders' Deficit | $(5,036,579) | $(5,235,446) | | Stock Compensation Expense | — | $93,216 | | Remeasurement of Class A ordinary shares subject to possible redemption | — | $(17,817) | | Net loss | — | $(274,266) | [Unaudited Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) Unaudited Condensed Statements of Cash Flows | Metric | 3 Months Ended March 31, 2023 | 3 Months Ended March 31, 2022 | | :----- | :---------------------------- | :---------------------------- | | Net income (loss) | $222,384 | $(274,266) | | Interest earned on cash held in Trust Account | $(1,912,415) | $(17,817) | | Net cash used in operating activities | $(167,139) | $(343,103) | | Cash - Ending | $147,090 | $729,032 | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) Provides detailed explanations for the unaudited condensed financial statements, covering organization, accounting policies, and specific transactions [Note 1 - Organization, Business Operation](index=8&type=section&id=Note%201%20-%20Organization%2C%20Business%20Operation) Details AP Acquisition Corp's formation as a SPAC, its business combination objectives, and operational status - AP Acquisition Corp was incorporated on **April 22, 2021**, as a SPAC to pursue a Business Combination, excluding targets headquartered or primarily operating in China (including Hong Kong and Macau)[24](index=24&type=chunk)[102](index=102&type=chunk) - The company has not commenced operations and generates non-operating income from interest on IPO proceeds held in the Trust Account[25](index=25&type=chunk)[103](index=103&type=chunk) IPO and Private Placement Proceeds | Event | Date | Proceeds | | :---- | :--- | :------- | | IPO Consummation | Dec 21, 2021 | $172,500,000 (17,250,000 units at $10.00/unit) | | Private Placement Warrants Sale | Dec 21, 2021 | $10,625,000 (10,625,000 warrants at $1.00/warrant) | - The company must complete a Business Combination with an aggregate fair market value of at least **80%** of the net assets in the Trust Account[28](index=28&type=chunk) - As of March 31, 2023, the company had a **working capital deficit of $1,554,099** and faces a mandatory liquidation date of **June 21, 2023** (assuming no extension) if a Business Combination is not consummated, raising substantial doubt about its ability to continue as a **going concern**[38](index=38&type=chunk)[41](index=41&type=chunk)[108](index=108&type=chunk) [Note 2 - Significant Accounting Policies](index=12&type=section&id=Note%202%20-%20Significant%20Accounting%20Policies) Outlines AP Acquisition Corp's significant accounting policies, including basis of presentation, estimates, investments, warrants, income taxes, and share classifications [Basis of Presentation](index=12&type=section&id=Basis%20of%20Presentation) - Financial statements are prepared in conformity with US GAAP for interim financial information and SEC rules, with certain disclosures condensed or omitted[43](index=43&type=chunk) [Emerging Growth Company Status](index=14&type=section&id=Emerging%20Growth%20Company%20Status) - The company is an "emerging growth company" and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards, aligning with private company adoption dates[46](index=46&type=chunk)[47](index=47&type=chunk)[122](index=122&type=chunk) [Use of Estimates](index=14&type=section&id=Use%20of%20Estimates) - Financial statement preparation involves management estimates and assumptions, and actual results could differ[48](index=48&type=chunk) [Cash and Cash Equivalents](index=14&type=section&id=Cash%20and%20Cash%20Equivalents) Cash and Cash Equivalents | Metric | March 31, 2023 | December 31, 2022 | | :----- | :------------- | :---------------- | | Cash | $147,090 | $314,229 | | Cash Equivalents | $0 | $0 | [Investments Held in Trust Account](index=14&type=section&id=Investments%20Held%20in%20Trust%20Account) - Investments in the Trust Account are classified as trading securities, primarily U.S. government securities or money market funds, and are reported at fair value[50](index=50&type=chunk) Investments Held in Trust Account | Metric | March 31, 2023 | December 31, 2022 | | :----- | :------------- | :---------------- | | Investments held in Trust Account | $182,150,344 | $180,237,929 | [Concentration of Credit Risk](index=14&type=section&id=Concentration%20of%20Credit%20Risk) - Cash accounts may exceed FDIC coverage, but management does not believe the company is exposed to significant credit risks[52](index=52&type=chunk) [Fair Value of Financial Instruments](index=16&type=section&id=Fair%20Value%20of%20Financial%20Instruments) - Fair value of financial instruments approximates carrying amounts due to their short-term nature[53](index=53&type=chunk) - Fair value hierarchy categorizes inputs into **Level 1** (quoted prices in active markets), **Level 2** (observable inputs other than quoted prices), and **Level 3** (unobservable inputs)[53](index=53&type=chunk) [Warrants](index=16&type=section&id=Warrants_Note2) - Warrants are classified as equity instruments as they meet all criteria for equity classification under ASC 815[54](index=54&type=chunk)[55](index=55&type=chunk) [Income Taxes](index=16&type=section&id=Income%20Taxes) - The company accounts for income taxes under ASC 740, but no income taxes are levied by the Cayman Islands government, so none are reflected in the financial statements[56](index=56&type=chunk)[59](index=59&type=chunk) - No unrecognized tax benefits or accrued interest and penalties related to unrecognized tax benefits as of **March 31, 2023**, and **December 31, 2022**[57](index=57&type=chunk) [Class A Ordinary Shares Subject to Possible Redemption](index=18&type=section&id=Class%20A%20Ordinary%20Shares%20Subject%20to%20Possible%20Redemption_Note2) - Class A ordinary shares subject to possible redemption are classified as temporary equity at redemption value due to redemption rights outside the company's control[60](index=60&type=chunk)[118](index=118&type=chunk) Class A Ordinary Shares Subject to Possible Redemption | Metric | March 31, 2023 | December 31, 2022 | | :----- | :------------- | :---------------- | | Class A ordinary shares subject to possible redemption | $182,150,344 | $180,237,929 | [Stock Compensation Expense](index=18&type=section&id=Stock%20Compensation%20Expense_Note2) Stock Compensation Expense | Metric | 3 Months Ended March 31, 2023 | 3 Months Ended March 31, 2022 | | :----- | :---------------------------- | :---------------------------- | | Share-based compensation expenses | $93,216 | $93,216 | [Net Income (Loss) per Ordinary Share](index=18&type=section&id=Net%20Income%20(Loss)%20per%20Ordinary%20Share_Note2) - Warrants were excluded from diluted earnings per share calculations for the three months ended **March 31, 2023** and **2022**, as they are contingently exercisable and contingencies have not been met[63](index=63&type=chunk)[119](index=119&type=chunk) Net Income (Loss) per Ordinary Share | Metric | 3 Months Ended March 31, 2023 (Class A) | 3 Months Ended March 31, 2023 (Class B) | 3 Months Ended March 31, 2022 (Class A) | 3 Months Ended March 31, 2022 (Class B) | | :----- | :-------------------------------------- | :-------------------------------------- | :-------------------------------------- | :-------------------------------------- | | Basic and diluted net income (loss) per share | $0.01 | $0.01 | $(0.00) | $(0.01) | [Offering Costs associated with the Initial Public Offering](index=20&type=section&id=Offering%20Costs%20associated%20with%20the%20Initial%20Public%20Offering) Offering Cost Components | Offering Cost Component | Amount | | :---------------------- | :----- | | Underwriting commissions | $3,450,000 | | Deferred underwriting commissions | $6,037,500 | | Other offering costs | $986,923 | | **Total Offering Costs** | **$10,474,423** | - **$10,024,022** of offering costs were recorded as a reduction of temporary equity in connection with Class A ordinary shares[67](index=67&type=chunk) [Recent Accounting Pronouncements](index=20&type=section&id=Recent%20Accounting%20Pronouncements_Note2) - The company has elected not to early adopt ASU 2020-06, which simplifies accounting for certain financial instruments[68](index=68&type=chunk)[120](index=120&type=chunk) - Management does not believe other recently issued, but not yet effective, accounting pronouncements would have a material effect on the financial statements[69](index=69&type=chunk)[121](index=121&type=chunk) [Note 3 - Initial Public Offering](index=20&type=section&id=Note%203%20-%20Initial%20Public%20Offering) Details the IPO consummation, including the issuance of units and the full exercise of the over-allotment option - IPO consummated on **December 21, 2021**, issuing **17,250,000 units** at **$10.00 per unit**, including the full exercise of the over-allotment option[26](index=26&type=chunk)[70](index=70&type=chunk)[130](index=130&type=chunk) [Note 4 - Private Placement](index=20&type=section&id=Note%204%20-%20Private%20Placement) Describes the private placement of warrants to the Sponsor and their associated terms and restrictions Private Placement Details | Item | Details | | :--- | :------ | | Purchaser | Sponsor | | Number of Warrants | 10,625,000 | | Price per Warrant | $1.00 | | Gross Proceeds | $10,625,000 | - Private Placement Warrants are subject to transfer restrictions and are exercisable on a cashless basis by the Sponsor[71](index=71&type=chunk)[131](index=131&type=chunk) [Note 5 - Related Party Transactions](index=22&type=section&id=Note%205%20-%20Related%20Party%20Transactions) Outlines transactions with related parties, including founder shares, promissory notes, working capital loans, and administrative services agreements [Founder Shares](index=22&type=section&id=Founder%20Shares) - Sponsor initially acquired **5,750,000 Class B ordinary shares** for **$25,000**[73](index=73&type=chunk)[86](index=86&type=chunk) - **1,437,500 founder shares** were surrendered, resulting in **4,312,500 Class B ordinary shares** outstanding[74](index=74&type=chunk)[87](index=87&type=chunk) - **90,000 Class B ordinary shares** were transferred to independent directors, resulting in a stock compensation expense of **$93,216** for the three months ended **March 31, 2023** and **2022**[75](index=75&type=chunk) [Promissory Note - Related Party](index=22&type=section&id=Promissory%20Note%20-%20Related%20Party) - Sponsor loaned the company up to **$300,000** for IPO expenses[77](index=77&type=chunk)[115](index=115&type=chunk) - Outstanding balance of **$142,882** was fully repaid on **December 21, 2021**, and the note was terminated[77](index=77&type=chunk)[115](index=115&type=chunk) [Working Capital Loans](index=23&type=section&id=Working%20Capital%20Loans) - Sponsor or affiliates may provide Working Capital Loans for Business Combination transaction costs, convertible into warrants up to **$1,500,000**[78](index=78&type=chunk)[106](index=106&type=chunk) - No borrowings were outstanding under Working Capital Loans as of **March 31, 2023**[78](index=78&type=chunk) [Administrative Services Agreement](index=23&type=section&id=Administrative%20Services%20Agreement) - The company pays the Sponsor **$10,000 per month** for administrative support[79](index=79&type=chunk)[110](index=110&type=chunk) Administrative Services Agreement Accruals | Metric | March 31, 2023 | December 31, 2022 | | :----- | :------------- | :---------------- | | Accrued under Administrative Services Agreement (3 months) | $30,000 | $30,000 | | Balance due to related party | $155,333 | $125,333 | [Note 6 - Commitments & Contingencies](index=23&type=section&id=Note%206%20-%20Commitments%20%26%20Contingencies) Details the company's commitments and contingencies, including registration rights, transfer restrictions, and underwriting agreements [Registration and Shareholder Rights](index=23&type=section&id=Registration%20and%20Shareholder%20Rights) - Holders of Founder Shares, Private Placement Warrants, and warrants from Working Capital Loans have registration rights[80](index=80&type=chunk)[112](index=112&type=chunk) - Founder Shares are subject to transfer restrictions (lock-up) until one year after Business Combination or specific share price thresholds are met[76](index=76&type=chunk)[81](index=81&type=chunk)[113](index=113&type=chunk) - The Sponsor is entitled to nominate three individuals to the board of directors post-Business Combination[82](index=82&type=chunk)[114](index=114&type=chunk) [Underwriting Agreement](index=25&type=section&id=Underwriting%20Agreement) - Underwriter fully exercised its over-allotment option on **December 21, 2021**[84](index=84&type=chunk) Underwriting Agreement Commissions | Item | Amount | | :--- | :----- | | Cash underwriting commission | $3,450,000 | | Deferred underwriting discount | $6,037,500 | [Note 7 - Shareholders' Deficit](index=25&type=section&id=Note%207%20-%20Shareholders'%20Deficit) Provides details on the company's preference shares, Class A and Class B ordinary shares, and warrants [Preference shares](index=25&type=section&id=Preference%20shares) - **5,000,000 preference shares** authorized; none issued or outstanding as of **March 31, 2023**, and **December 31, 2022**[85](index=85&type=chunk) [Class A ordinary shares](index=25&type=section&id=Class%20A%20ordinary%20shares) - **500,000,000 Class A ordinary shares** authorized; none issued or outstanding (excluding **17,250,000** subject to redemption) as of **March 31, 2023**, and **December 31, 2022**[85](index=85&type=chunk) [Class B ordinary shares](index=25&type=section&id=Class%20B%20ordinary%20shares) - **50,000,000 Class B ordinary shares** authorized; **4,312,500** issued and outstanding as of **March 31, 2023**, and **December 31, 2022**[86](index=86&type=chunk)[87](index=87&type=chunk) - Prior to Business Combination, only Founder Share holders (Class B) vote on director elections; Class B shares convert to Class A upon Business Combination[88](index=88&type=chunk)[89](index=89&type=chunk) [Warrants](index=27&type=section&id=Warrants_Note7) Warrant Details | Warrant Type | Outstanding (March 31, 2023) | Exercise Price | | :----------- | :--------------------------- | :------------- | | Public Warrants | 8,625,000 | $11.50 per share | | Private Placement Warrants | 10,625,000 | $11.50 per share | - Warrants become exercisable on the later of **30 days** after Business Combination or **12 months** from IPO closing, and expire **five years** after Business Combination[92](index=92&type=chunk) - The company may redeem outstanding warrants (excluding Private Placement Warrants under certain conditions) at **$0.01 per warrant** if Class A ordinary share price equals or exceeds **$18.00** for **20 trading days** within a **30-day period**[95](index=95&type=chunk)[96](index=96&type=chunk) [Note 8 - Recurring Fair Value Measurements](index=28&type=section&id=Note%208%20-%20Recurring%20Fair%20Value%20Measurements) Investments Held in Trust Account - Money Market Fund | Asset | Carrying Value (March 31, 2023) | Level 1 Fair Value | | :---- | :------------------------------ | :----------------- | | Investments held in Trust Account - Money Market Fund | $182,150,344 | $182,150,344 | - Investments in the Trust Account are classified as **Level 1 fair value measurements**, indicating quoted prices in active markets[97](index=97&type=chunk)[98](index=98&type=chunk) [Note 9 - Subsequent Events](index=28&type=section&id=Note%209%20-%20Subsequent%20Events) - No subsequent events requiring adjustment or disclosure were identified up to the financial statement issuance date[99](index=99&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial condition, operating results, liquidity, capital resources, critical accounting policies, and going concern uncertainty [Special Note Regarding Forward-Looking Statements](index=30&type=section&id=Special%20Note%20Regarding%20Forward-Looking%20Statements) - The report contains forward-looking statements regarding financial position, business strategy, and future operations, subject to risks and uncertainties[101](index=101&type=chunk) [Overview](index=30&type=section&id=Overview) - AP Acquisition Corp is a SPAC incorporated on **April 22, 2021**, to effect a Business Combination, excluding targets headquartered or primarily operating in China (including Hong Kong and Macau)[102](index=102&type=chunk) [Results of Operations](index=30&type=section&id=Results%20of%20Operations) - The company has not commenced operations and generates non-operating income from interest on IPO proceeds in the Trust Account[103](index=103&type=chunk) Results of Operations Summary | Metric | 3 Months Ended March 31, 2023 | 3 Months Ended March 31, 2022 | | :----- | :---------------------------- | :---------------------------- | | Net income (loss) | $222,384 | $(274,266) | | Interest income from Trust Account | $1,912,415 | $17,817 | | Operating costs | $1,596,815 | $198,867 | | Stock compensation expense | $93,216 | $93,216 | [Liquidity, Capital Resources and Going Concern](index=31&type=section&id=Liquidity%2C%20Capital%20Resources%20and%20Going%20Concern) Cash Outside Trust Account | Metric | March 31, 2023 | | :----- | :------------- | | Cash outside Trust Account | $147,090 | - The company faces a mandatory liquidation date of **June 21, 2023** (assuming no extension) if a Business Combination is not consummated, raising substantial doubt about its ability to continue as a **going concern**[108](index=108&type=chunk) - The company may need additional financing to complete a Business Combination or if a significant number of public shares are redeemed[107](index=107&type=chunk) [Off-Balance Sheet Financing Arrangements](index=31&type=section&id=Off-Balance%20Sheet%20Financing%20Arrangements) - As of **March 31, 2023**, the company had **no off-balance sheet arrangements**[109](index=109&type=chunk) [Contractual Obligations](index=31&type=section&id=Contractual%20Obligations) - As of **March 31, 2023**, the company had **no long-term debt, capital, or operating lease obligations**[110](index=110&type=chunk) - The company has an administrative services agreement to pay the Sponsor **$10,000 per month**[110](index=110&type=chunk) [Critical Accounting Policies](index=33&type=section&id=Critical%20Accounting%20Policies) Discusses key accounting policies that require significant judgment and estimation, impacting the financial statements [Class A Ordinary Share Subject to Possible Redemption](index=34&type=section&id=Class%20A%20Ordinary%20Share%20Subject%20to%20Possible%20Redemption_MD%26A) - Class A ordinary shares subject to possible redemption are classified as temporary equity at redemption value due to redemption rights outside the company's control[118](index=118&type=chunk) [Net Income (Loss) Per Ordinary Share](index=34&type=section&id=Net%20Income%20(Loss)%20Per%20Ordinary%20Share_MD%26A) - Warrants are excluded from diluted EPS calculations as their exercise contingencies have not been met[119](index=119&type=chunk) [Recent Accounting Pronouncements](index=34&type=section&id=Recent%20Accounting%20Pronouncements_MD%26A) - The company is assessing the impact of ASU 2020-06 but has not early adopted it[120](index=120&type=chunk) [JOBS Act](index=34&type=section&id=JOBS%20Act) - As an "emerging growth company" under the JOBS Act, the company can delay adopting new accounting pronouncements, potentially affecting comparability[122](index=122&type=chunk) - The company is evaluating other reduced reporting requirements under the JOBS Act, such as exemptions from auditor attestation, certain compensation disclosures, and PCAOB requirements[123](index=123&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=35&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, AP Acquisition Corp is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, the company is **not required** to provide quantitative and qualitative disclosures about market risk[124](index=124&type=chunk) [Item 4. Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) This section addresses the effectiveness of disclosure controls and procedures and internal control over financial reporting [Disclosure Controls and Procedures](index=35&type=section&id=Disclosure%20Controls%20and%20Procedures) - As of **March 31, 2023**, the CEO and principal financial officer concluded that disclosure controls and procedures were **effective**[126](index=126&type=chunk) [Internal Control over Financial Reporting](index=35&type=section&id=Internal%20Control%20over%20Financial%20Reporting) - No management's assessment or auditor attestation report on internal control over financial reporting is included due to the company's status as a newly public and emerging growth company[127](index=127&type=chunk) - No material changes in internal control over financial reporting occurred during the three months ended **March 31, 2023**[127](index=127&type=chunk) [Part II. Other Information](index=36&type=section&id=Part%20II.%20Other%20Information) [Item 1. Legal Proceedings.](index=36&type=section&id=Item%201.%20Legal%20Proceedings.) The company reported no legal proceedings for the period - No legal proceedings were reported[128](index=128&type=chunk) [Item 1A. Risk Factors.](index=36&type=section&id=Item%201A.%20Risk%20Factors.) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K - No material changes to risk factors since the Annual Report on Form 10-K filed **March 3, 2023**[129](index=129&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.](index=36&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) This section details the private placement of warrants to the Sponsor and the allocation of proceeds from both the IPO and private placement into the Trust Account - Private placement of **10,625,000 Private Placement Warrants** to the Sponsor for **$10,625,000**, issued under Section 4(a)(2) of the Securities Act[131](index=131&type=chunk) - Private Placement Warrants are subject to transfer restrictions and are exercisable on a cashless basis[131](index=131&type=chunk) - **$177,675,000** from IPO and Private Placement Warrants was placed in the Trust Account[132](index=132&type=chunk) [Item 3. Defaults Upon Senior Securities.](index=36&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities.) The company reported no defaults upon senior securities - No defaults upon senior securities were reported[132](index=132&type=chunk) [Item 4. Mine Safety Disclosures.](index=36&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) This item is not applicable to the company's operations - Mine Safety Disclosures are **not applicable**[132](index=132&type=chunk) [Item 5. Other Information.](index=36&type=section&id=Item%205.%20Other%20Information.) The company reported no other information for this item - No other information was reported for this item[132](index=132&type=chunk) [Item 6. Exhibits.](index=37&type=section&id=Item%206.%20Exhibits.) This section lists the exhibits filed as part of the Quarterly Report on Form 10-Q, including certifications, XBRL documents, and the cover page interactive data file - The exhibits include certifications (**31.1, 31.2, 32.1, 32.2**), XBRL taxonomy extension documents (**101.INS, 101.CAL, 101.SCH, 101.DEF, 101.LAB, 101.PRE**), and the Cover Page Interactive Data File (**104**)[134](index=134&type=chunk) [SIGNATURES](index=38&type=section&id=SIGNATURES) [Signatures](index=38&type=section&id=Signatures_Details) The report was duly signed on May 12, 2023, by Keiichi Suzuki, Chief Executive Officer and Director, and Richard Lee Folsom, Chairman and Director (Principal Financial and Accounting Officer) - The report was signed on **May 12, 2023**, by **Keiichi Suzuki** (CEO and Director) and **Richard Lee Folsom** (Chairman, Director, Principal Financial and Accounting Officer)[137](index=137&type=chunk)

[Certain Terms](index=3&type=section&id=CERTAIN%20TERMS) [Definitions](index=3&type=section&id=Certain%20Terms%20Definitions) This section defines key terms used in the report, such as "Companies Act," "Equity-Linked Securities," and "Sponsor," to clarify their specific meanings within AP Acquisition Corp's operations as a SPAC - The report defines key terms, including “Founder Shares” (Class B ordinary shares issued to initial shareholders), “Extension Option” (extending the business combination period by three months by depositing an additional **$0.10 per share**), “Private Placement Warrants” (issued to the Sponsor), and “Public Shares” (Class A ordinary shares sold in the initial public offering)[5](index=5&type=chunk) - Terms such as “we” and “our company” refer to AP Acquisition Corp, an exempted company incorporated in the Cayman Islands[5](index=5&type=chunk) [Cautionary Note Regarding Forward-Looking Statements](index=5&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) [Forward-Looking Statements](index=5&type=section&id=Forward-Looking%20Statements) This section warns readers that the report contains forward-looking statements, identifiable by words like "believe" or "expect," and cautions that actual results may differ materially due to various factors - The report contains forward-looking statements, particularly in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section, identifiable by words such as “believe,” “estimate,” “expect,” and “intend”[7](index=7&type=chunk) - Actual results may differ materially due to various factors, including the ability to identify a suitable target business, complete the initial business combination, the anticipated performance of the target business, success in retaining or recruiting key personnel, management's allocation of time to other businesses and potential conflicts of interest, ability to obtain additional financing, the pool of potential target businesses, the impact of the COVID-19 pandemic and other events, management's ability to create potential investment opportunities, potential liquidity and trading of the company's securities, lack of a public market for securities, and the use of funds in the trust account[7](index=7&type=chunk)[8](index=8&type=chunk) - The company undertakes no obligation to update or revise any forward-looking statements, except as required by applicable securities laws[8](index=8&type=chunk) [Summary of Risk Factors](index=7&type=section&id=SUMMARY%20OF%20RISK%20FACTORS) [Key Risk Factors Summary](index=7&type=section&id=Key%20Risk%20Factors%20Summary) This section outlines the primary risks of investing in AP Acquisition Corp, including its lack of operating history, the non-indicative nature of past performance, and industry-specific challenges - As an exempted company, the company has no operating history or revenue, preventing investors from evaluating its ability to achieve business objectives[13](index=13&type=chunk)[114](index=114&type=chunk) - The past performance of the management team or its affiliates is not indicative of future performance of an investment in the company or the performance of any target business that may be acquired in the future[13](index=13&type=chunk)[114](index=114&type=chunk) - The renewable energy, renewable technology, and energy services solutions industries are rapidly evolving, and the company may lack sufficient investment experience in certain areas[13](index=13&type=chunk)[152](index=152&type=chunk)[153](index=153&type=chunk) - Shareholders may not be able to vote on a proposed initial business combination, limiting investment decisions to exercising the right to redeem shares for cash; the Sponsor and management team members have agreed to vote in favor of the initial business combination, regardless of how public shareholders vote[13](index=13&type=chunk)[115](index=115&type=chunk)[116](index=116&type=chunk)[118](index=118&type=chunk)[119](index=119&type=chunk) - The exercise of redemption rights by public shareholders could make the company's financial condition unattractive to potential targets or prevent the completion of the most desirable business combination; the requirement to complete an initial business combination within the specified timeframe (18 months after the initial public offering or any extension period) may give potential target businesses an advantage in negotiations[13](index=13&type=chunk)[120](index=120&type=chunk)[121](index=121&type=chunk)[122](index=122&type=chunk)[123](index=123&type=chunk)[126](index=126&type=chunk)[127](index=127&type=chunk) - The coronavirus (COVID-19) pandemic and conditions in the debt and equity markets could significantly and adversely affect the company's ability to identify and ultimately complete a business combination; failure to complete an initial business combination within the specified timeframe will result in the company ceasing all operations and liquidating, with public shares potentially redeemed at approximately **$10.30 per share** (or less in certain circumstances) and warrants expiring worthless[13](index=13&type=chunk)[14](index=14&type=chunk)[132](index=132&type=chunk)[133](index=133&type=chunk)[134](index=134&type=chunk)[135](index=135&type=chunk)[136](index=136&type=chunk) [PART I](index=10&type=section&id=PART%20I) [Item 1. Business](index=10&type=section&id=Item%201.%20Business) This section outlines AP Acquisition Corp's business as a SPAC, focusing on its formation, IPO, and strategy to identify decarbonization and renewable energy targets in Japan/Asia (excluding China) and Europe - The company was incorporated on April 22, 2021, as an exempted company in the Cayman Islands, aiming to effect a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination, excluding target companies headquartered in or with substantial operations in China (including Hong Kong and Macau)[18](index=18&type=chunk)[338](index=338&type=chunk)[477](index=477&type=chunk) - The company completed its initial public offering on December 21, 2021, issuing **17,250,000 units** at **$10.00 per unit**, generating **$172.5 million** in gross proceeds; concurrently, the company privately placed **10,625,000 warrants** to the Sponsor at **$1.00 per warrant**, generating **$10.625 million** in gross proceeds[20](index=20&type=chunk)[21](index=21&type=chunk)[479](index=479&type=chunk)[480](index=480&type=chunk) - Advantage Partners is a leading Asian private equity firm with offices in Tokyo, Hong Kong, Shanghai, and Singapore, boasting one of the largest and most experienced private equity professional teams in Japan and Asia; the firm has raised **11 private equity funds** totaling approximately **$5 billion** in capital, invested in or acquired over **100 companies**, and successfully exited over **60 investments** through IPOs or trade sales[22](index=22&type=chunk)[23](index=23&type=chunk)[29](index=29&type=chunk) - The company's business strategy is to identify and complete an initial business combination with a company in the decarbonization/renewable energy sector, focusing on Japan/Asia (excluding China) and European markets, leveraging the management team's operational expertise[30](index=30&type=chunk) - Key focus areas include renewable energy operators/developers (wind and solar), renewable technologies (offshore wind installation and vessel management, cable technology, energy storage/batteries and components), and energy services and solutions (EV value chain, energy supply and optimization)[34](index=34&type=chunk)[35](index=35&type=chunk)[36](index=36&type=chunk)[37](index=37&type=chunk)[38](index=38&type=chunk) - Acquisition criteria include: energy transition companies with high decarbonization and sustainability potential; globally competitive businesses with the ability to expand in high-growth Asian and global markets; opportunities for organic or add-on acquisition growth in the short to medium term; quality of management and track record, demonstrating solid execution capabilities, entrepreneurial spirit, dynamic corporate culture, and leadership in target markets; and the ability and readiness to benefit from access to public markets[39](index=39&type=chunk) - The company's competitive advantages include: strong expertise in enhancing portfolio company performance in governance, operations, and organization; long-standing consulting and management skills; established reputation and network in Asian/Japanese markets and Europe; experience in renewable and decarbonization businesses; proprietary access to senior executives of renewable and decarbonization businesses in Japan and Europe; differentiated European and Asian market geographic focus; and a rich pipeline of potential projects underserved by SPACs[41](index=41&type=chunk) - Following the initial public offering, approximately **$177.7 million** in net proceeds were deposited into a trust account, invested in U.S. government treasury bills with maturities of 185 days or less or certain money market funds; public shareholders are entitled to redeem their Class A ordinary shares for cash upon completion of an initial business combination or liquidation, at a redemption price equal to the per-share amount deposited in the trust account (initially **$10.30**)[61](index=61&type=chunk)[72](index=72&type=chunk)[483](index=483&type=chunk)[485](index=485&type=chunk) - If the company fails to complete an initial business combination within 18 months following the closing of its initial public offering (or any extended period), the company will cease all operations and liquidate, redeeming public shares, and warrants will expire worthless[89](index=89&type=chunk)[147](index=147&type=chunk)[488](index=488&type=chunk) [Item 1A. Risk Factors](index=41&type=section&id=Item%201A.%20Risk%20Factors) This section details the significant risks associated with investing in AP Acquisition Corp as a blank check company, categorized into risks related to identifying and completing a business combination, risks related to the company's securities, risks related to the Sponsor and management team, and risks related to operating in foreign countries - The company has no operating history or revenue, preventing investors from evaluating its ability to achieve business objectives[114](index=114&type=chunk) - Failure to complete an initial business combination within 18 months following the initial public offering (or any extended period) will result in the company ceasing all operations and liquidating, with public shares potentially redeemed at approximately **$10.30 per share** (or less in certain circumstances) and warrants expiring worthless[134](index=134&type=chunk)[136](index=136&type=chunk) - The exercise of redemption rights by public shareholders could make the company's financial condition unattractive to potential targets, hindering business combinations; substantial redemptions could prevent the company from completing the most desirable business combination or optimizing its capital structure[120](index=120&type=chunk)[121](index=121&type=chunk)[122](index=122&type=chunk)[123](index=123&type=chunk)[124](index=124&type=chunk)[125](index=125&type=chunk) - The company may face intense competition from other entities (including other blank check companies, private equity groups, and leveraged buyout funds) in identifying, evaluating, and selecting target businesses, with competitors potentially possessing greater financial, technical, human, and other resources[102](index=102&type=chunk)[150](index=150&type=chunk)[151](index=151&type=chunk)[154](index=154&type=chunk)[155](index=155&type=chunk) - The SEC's proposed SPAC rules could increase the cost and time of business combinations and potentially lead to earlier liquidation of trust account funds or the company itself[135](index=135&type=chunk) - Warrants may be redeemed at a time unfavorable to holders, rendering them worthless; warrant terms may be modified without holder consent, such as increasing the exercise price, shortening the exercise period, or reducing the number of Class A ordinary shares purchasable[237](index=237&type=chunk)[238](index=238&type=chunk)[243](index=243&type=chunk)[244](index=244&type=chunk) - Management team members allocate time to other businesses, potentially leading to conflicts of interest; the personal and financial interests of the Sponsor, executive officers, and directors may influence their motivation to identify and select a target business, as their entire investment in the company will be lost if an initial business combination is not completed[45](index=45&type=chunk)[46](index=46&type=chunk)[53](index=53&type=chunk)[279](index=279&type=chunk)[285](index=285&type=chunk)[286](index=286&type=chunk)[292](index=292&type=chunk)[293](index=293&type=chunk) - If the company seeks an initial business combination with a target company operating in a foreign country, it will face additional risks of cross-border business combinations, including costs and difficulties in investigating, consenting to, and completing the business combination, foreign currency exchange rate fluctuations, approvals from local governments, regulators, or agencies, tariffs and trade barriers, local or regional economic policies and market conditions, unexpected changes in regulatory requirements, cultural and language differences, underdeveloped or unpredictable legal or regulatory systems, corruption, intellectual property protection, social unrest, terrorist attacks, natural disasters, and war[304](index=304&type=chunk)[305](index=305&type=chunk)[306](index=306&type=chunk)[307](index=307&type=chunk)[308](index=308&type=chunk) - The company may be deemed an investment company under the Investment Company Act, which could lead to burdensome compliance requirements and activity restrictions, making it difficult to complete an initial business combination or even forcing liquidation[216](index=216&type=chunk)[217](index=217&type=chunk)[218](index=218&type=chunk)[219](index=219&type=chunk)[220](index=220&type=chunk) - Issuing a large number of additional Class A ordinary shares or preferred shares to complete an initial business combination or implement employee incentive plans could significantly dilute the equity of initial public offering investors[223](index=223&type=chunk) [Item 1B. Unresolved Staff Comments](index=100&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved SEC staff comments - No unresolved SEC staff comments[330](index=330&type=chunk) [Item 2. Properties](index=100&type=section&id=Item%202.%20Properties) The company's administrative offices are located in Singapore, with the cost of use included in the **$10,000** monthly administrative service fee paid to the Sponsor, and the current space is sufficient for operations - The company's administrative offices are located at 10 Collyer Quay, 37-00 Ocean Financial Centre, Singapore[103](index=103&type=chunk)[330](index=330&type=chunk) - The cost of office space usage is **$10,000 per month**, paid to the Sponsor for office, secretarial, and administrative support services[103](index=103&type=chunk)[330](index=330&type=chunk) - The company believes its current office space is sufficient for its current operational needs[103](index=103&type=chunk)[330](index=330&type=chunk) [Item 3. Legal Proceedings](index=100&type=section&id=Item%203.%20Legal%20Proceedings) To management's knowledge, there are no material pending or anticipated legal proceedings against the company, its officers, directors, or any company property - To management's knowledge, there are no material pending or anticipated legal proceedings against the company, its officers or directors (in their capacity) or any of the company's property[331](index=331&type=chunk) [Item 4. Mine Safety Disclosures](index=100&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable - This item is not applicable[331](index=331&type=chunk) [PART II](index=100&type=section&id=PART%20II) [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=100&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) This section details AP Acquisition Corp's securities trading on the NYSE, reports the number of record holders, and outlines the company's dividend policy, which currently does not pay cash dividends Securities Market Information | Security Type | Trading Symbol | Exchange | Public Trading Start Date | | :------------ | :------------- | :------- | :------------------------ | | Units | APCA-U | NYSE | December 17, 2021 | | Class A Ordinary Shares | APCA | NYSE | February 7, 2022 | | Warrants | APCA-W | NYSE | February 7, 2022 | Number of Holders (as of March 2, 2023) | Security Type | Holders of Record | | :------------ | :---------------- | | Units | 1 | | Class A Ordinary Shares | 1 | | Class B Ordinary Shares | 4 | | Warrants | 2 | - The company has not paid any cash dividends on its ordinary shares to date and does not intend to pay any prior to the completion of an initial business combination; future cash dividends will depend on post-initial business combination income and earnings, capital requirements, and overall financial condition, at the discretion of the board of directors; additionally, if the company incurs any debt, its ability to declare dividends may be restricted by related covenants[335](index=335&type=chunk) - No securities authorized for issuance under equity compensation plans[335](index=335&type=chunk) [Item 6. [Reserved]](index=102&type=section&id=Item%206.%20%5BReserved%5D) This item is explicitly reserved and contains no information - This item is reserved[336](index=336&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=102&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and operating results, highlighting non-operating income from trust account investments, net income for 2022, liquidity, going concern uncertainty, and critical accounting policies - The company had not commenced any operations as of December 31, 2022; all activities relate to the company's formation, initial public offering, and identifying a target company for an initial business combination; the company will not generate any operating revenues until the completion of an initial business combination, with non-operating income primarily from interest earned on initial public offering proceeds held in the trust account[339](index=339&type=chunk)[478](index=478&type=chunk) Results of Operations | Metric | Year Ended Dec 31, 2022 | Period from Apr 22, 2021 (Inception) through Dec 31, 2021 | | :----------------------------------- | :---------------------- | :-------------------------------------------------------------------- | | Net Income (Loss) | $1,226,432 | $(53,480) | | Interest Earned on Trust Account | $2,562,680 | $249 | | Operating Costs | $958,205 | $37,157 | | Stock Compensation Expense | $378,043 | $16,572 | - As of December 31, 2022, the company had **$314,229** in cash outside the trust account available for working capital needs; all remaining cash is held in the trust account and is generally not available to the company until the completion of an initial business combination[341](index=341&type=chunk)[491](index=491&type=chunk) - Management has determined that the mandatory liquidation and subsequent potential dissolution, if an initial business combination is not completed by June 21, 2023 (assuming no extension), raise substantial doubt about the company's ability to continue as a going concern[344](index=344&type=chunk)[494](index=494&type=chunk) - As of December 31, 2022, the company had no off-balance sheet financing arrangements[345](index=345&type=chunk) - The company has an administrative services agreement to pay the Sponsor **$10,000 per month** for office, secretarial, and administrative support services[346](index=346&type=chunk)[538](index=538&type=chunk) - The company presents Class A ordinary shares subject to possible redemption as temporary equity in accordance with ASC Topic 480, “Distinguishing Liabilities from Equity”; the company accounts for stock-based compensation expense under ASC 718, “Compensation—Stock Compensation”[353](index=353&type=chunk)[514](index=514&type=chunk)[515](index=515&type=chunk)[519](index=519&type=chunk) - The company has elected not to early adopt ASU 2020-06, which aims to simplify the accounting for certain financial instruments[355](index=355&type=chunk)[525](index=525&type=chunk) - The company qualifies as an “emerging growth company” and utilizes certain disclosure exemptions provided by the JOBS Act, including delayed adoption of new or revised accounting standards[357](index=357&type=chunk)[358](index=358&type=chunk)[497](index=497&type=chunk)[498](index=498&type=chunk)[500](index=500&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=108&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, AP Acquisition Corp is not required to provide quantitative and qualitative disclosures about market risk - The company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required by this item[359](index=359&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=108&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section incorporates the company's audited financial statements and supplementary data, including the independent auditor's report, balance sheets, statements of operations, statements of changes in shareholders' deficit, statements of cash flows, and comprehensive notes, highlighting the "going concern" uncertainty - The company's consolidated financial statements are listed in the “Index to Consolidated Financial Statements” on page F-1 and are filed as part of this report[359](index=359&type=chunk)[450](index=450&type=chunk) - Marcum Asia CPAs LLP issued an unqualified opinion on the company's financial statements as of December 31, 2022, stating they are fairly presented in all material respects in accordance with U.S. generally accepted accounting principles[456](index=456&type=chunk) - The auditor's report includes an explanatory paragraph regarding “going concern,” indicating substantial doubt about the company's ability to continue as a going concern if it fails to complete an initial business combination by June 21, 2023 (assuming no extension)[457](index=457&type=chunk) [Report of Independent Registered Public Accounting Firm](index=138&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Marcum Asia CPAs LLP issued an unqualified opinion on AP Acquisition Corp's 2022 financial statements, noting a "going concern" uncertainty if a business combination is not completed by June 21, 2023 - Marcum Asia CPAs LLP issued an unqualified opinion on the company's financial statements as of December 31, 2022[456](index=456&type=chunk) - The auditor's report includes an explanatory paragraph regarding “going concern,” indicating substantial doubt about the company's ability to continue as a going concern if the company fails to complete an initial business combination by June 21, 2023 (assuming no extension)[457](index=457&type=chunk) - The audit was conducted in accordance with PCAOB and U.S. generally accepted auditing standards, but no opinion was expressed on the effectiveness of the company's internal control[458](index=458&type=chunk)[459](index=459&type=chunk) [Balance Sheets](index=140&type=section&id=Balance%20Sheets) The balance sheets present AP Acquisition Corp's financial position as of December 31, 2022, and 2021, showing total assets of **$180.7 million** in 2022, primarily from marketable securities in the trust account, and a total shareholders' deficit of **$(5,994,784)** Balance Sheet Key Data | Metric | December 31, 2022 | December 31, 2021 | | :----------------------------------- | :---------------- | :---------------- | | Cash | $314,229 | $1,072,135 | | Marketable Security held in Trust Account | $180,237,929 | $177,675,249 | | Total Assets | $180,695,192 | $179,057,250 | | Total Current Liabilities | $414,547 | $381,080 | | Deferred Underwriting Commissions | $6,037,500 | $6,037,500 | | Class A ordinary shares subject to possible redemption | $180,237,929 | $177,675,249 | | Total Shareholders' Deficit | $(5,994,784) | $(5,036,579) | [Statements of Operations](index=141&type=section&id=Statements%20of%20Operations) The statements of operations show AP Acquisition Corp's financial performance, reporting a net income of **$1,226,432** in 2022, primarily from trust account interest, contrasting with a net loss during the inception period Statements of Operations Key Data | Metric | Year Ended Dec 31, 2022 | Period from Apr 22, 2021 (Inception) through Dec 31, 2021 | | :----------------------------------- | :---------------------- | :-------------------------------------------------------------------- | | Operating Costs | $958,205 | $37,157 | | Loss from Operations | $(958,205) | $(37,157) | | Stock Compensation Expense | $(378,043) | $(16,572) | | Interest Earned on Trust Account | $2,562,680 | $249 | | Total Other Income (Expense) | $2,184,637 | $(16,323) | | Net Income (Loss) | $1,226,432 | $(53,480) | | Basic and Diluted Net Income (Loss) per Share (Class A) | $0.06 | $(0.01) | | Basic and Diluted Net Income (Loss) per Share (Class B) | $0.06 | $(0.01) | [Statements of Changes in Shareholders' Deficit](index=142&type=section&id=Statements%20of%20Changes%20in%20Shareholders%27%20Deficit) This statement tracks changes in AP Acquisition Corp's shareholders' deficit, reflecting the impact of stock compensation, remeasurement adjustments for redeemable Class A ordinary shares, and net income/loss on accumulated deficit and total shareholders' deficit Statements of Changes in Shareholders' Deficit (Year Ended December 31, 2022) | Item | Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders' Deficit | | :----------------------------------- | :---------------------- | :---------------------- | :------------------------- | :------------------ | :-------------------------- | | Balance as of Dec 31, 2021 | $0 | $431 | $0 | $(5,037,010) | $(5,036,579) | | Stock Compensation Expense | — | — | $378,042 | — | $378,042 | | Remeasurement of Class A ordinary shares subject to possible redemption | — | — | $(378,042) | $(2,184,637) | $(2,562,679) | | Net Income | — | — | — | $1,226,432 | $1,226,432 | | Balance as of Dec 31, 2022 | $0 | $431 | $0 | $(5,995,215) | $(5,994,784) | Statements of Changes in Shareholders' Deficit (Period from April 22, 2021 (Inception) through December 31, 2021) | Item | Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders' Deficit | | :----------------------------------- | :---------------------- | :---------------------- | :------------------------- | :------------------ | :-------------------------- | | Balance as of Apr 22, 2021 (inception) | $0 | $0 | $0 | $0 | $0 | | Issuance of Class B ordinary shares to initial shareholder | — | $431 | $24,569 | — | $25,000 | | Fair value of 8,625,000 Public Warrants net of allocated offering costs | — | — | $6,967,100 | — | $6,967,100 | | Sale of 10,625,000 Private Placement Warrants | — | — | $10,625,000 | — | $10,625,000 | | Stock Compensation Expense | — | — | $16,572 | — | $16,572 | | Remeasurement of Class A ordinary shares subject to possible redemption | — | — | $(17,633,241) | $(4,983,530) | $(22,616,771) | | Net Loss | — | — | — | $(53,480) | $(53,480) | | Balance as of Dec 31, 2021 | $0 | $431 | $0 | $(5,037,010) | $(5,036,579) | [Statements of Cash Flows](index=144&type=section&id=Statements%20of%20Cash%20Flows) The statements of cash flows detail AP Acquisition Corp's cash movements, showing **$757,906** used in operating activities in 2022, with significant cash provided by IPO and private placement during the inception period, offset by trust account investments Statements of Cash Flows Summary | Activity | Year Ended Dec 31, 2022 | Period from Apr 22, 2021 (Inception) through Dec 31, 2021 | | :----------------------------------- | :---------------------- | :-------------------------------------------------------------------- | | Net Cash Used in Operating Activities | $(757,906) | $(26,888) | | Net Cash Used in Investing Activities | $0 | $(177,675,000) | | Net Cash Provided by Financing Activities | $0 | $178,774,023 | | Net Change in Cash | $(757,906) | $1,072,135 | | Cash - Ending | $314,229 | $1,072,135 | - Non-cash investing and financing activities (inception period) included: deferred underwriting discounts recorded to additional paid-in capital of **$6,037,500**, Class A ordinary shares subject to redemption of **$172,500,000**, and remeasurement adjustment to Class A ordinary shares subject to redemption of **$5,175,249**[476](index=476&type=chunk) [Notes to Financial Statements](index=145&type=section&id=Notes%20to%20Financial%20Statements) The notes to financial statements provide detailed explanations and disclosures, covering the company's SPAC operations, accounting policies, IPO and private placement details, related party transactions, and the "going concern" uncertainty - The company was incorporated on April 22, 2021, as an exempted company in the Cayman Islands, aiming to effect a business combination, excluding target companies headquartered in or with substantial operations in China (including Hong Kong and Macau); the company has not commenced any operations, with non-operating income primarily from interest earned on initial public offering proceeds held in the trust account[477](index=477&type=chunk)[478](index=478&type=chunk) - The company completed its initial public offering on December 21, 2021, issuing **17,250,000 units** at **$10.00 per unit**, generating **$172.5 million** in gross proceeds; concurrently, the company privately placed **10,625,000 warrants** to the Sponsor at **$1.00 per warrant**, generating **$10.625 million** in gross proceeds; total transaction costs were **$10,474,423**[479](index=479&type=chunk)[480](index=480&type=chunk) - The trust account holds **$177.7 million** (initially **$10.30 per unit**) invested in U.S. government securities with maturities of 185 days or less or money market funds; funds are released upon completion of a business combination or liquidation[483](index=483&type=chunk)[485](index=485&type=chunk) - Management has determined that the mandatory liquidation and subsequent potential dissolution, if an initial business combination is not completed by June 21, 2023 (assuming no extension), raise substantial doubt about the company's ability to continue as a going concern[494](index=494&type=chunk) - The company presents Class A ordinary shares subject to possible redemption as temporary equity in accordance with ASC Topic 480, “Distinguishing Liabilities from Equity,” and adjusts them immediately for changes in redemption value[486](index=486&type=chunk)[514](index=514&type=chunk)[515](index=515&type=chunk) - As of December 31, 2022, and 2021, investment securities held in the company's trust account were U.S. Treasury bill money market funds, amounting to **$180,237,929** and **$177,675,249**, respectively, measured at fair value (Level 1 inputs)[503](index=503&type=chunk)[504](index=504&type=chunk)[556](index=556&type=chunk)[557](index=557&type=chunk) - Warrants are classified as equity instruments; as of December 31, 2022, and 2021, there were **8,625,000 public warrants** and **10,625,000 private placement warrants** outstanding; each warrant holder is entitled to purchase one Class A ordinary share at **$11.50 per share**; warrants become exercisable 30 days after the completion of an initial business combination or 12 months after the closing of the initial public offering (whichever is later) and expire five years after the completion of an initial business combination[509](index=509&type=chunk)[510](index=510&type=chunk)[550](index=550&type=chunk)[551](index=551&type=chunk) - The Sponsor paid **$25,000** on April 29, 2021, to acquire **5,750,000 Class B ordinary shares**; the Sponsor provided the company with a loan of up to **$300,000** (fully repaid); the company pays the Sponsor a monthly administrative service fee of **$10,000**[530](index=530&type=chunk)[534](index=534&type=chunk)[538](index=538&type=chunk) [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=108&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with accountants regarding accounting and financial disclosure - No changes or disagreements[359](index=359&type=chunk) [Item 9A. Controls and Procedures](index=108&type=section&id=Item%209A.%20Controls%20and%20Procedures) This section details the company's disclosure controls and procedures, which were deemed effective as of December 31, 2022, with no significant changes in internal financial reporting controls during the year - As of December 31, 2022, the Chief Executive Officer and Chief Financial Officer evaluated and concluded that the company's disclosure controls and procedures were effective[360](index=360&type=chunk) - No significant changes in internal control over financial reporting occurred during the year ended December 31, 2022[361](index=361&type=chunk) [PART III](index=110&type=section&id=PART%20III) [Item 10. Directors, Executive Officers and Corporate Governance](index=110&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section details AP Acquisition Corp's board and executive officers, their backgrounds, corporate governance structure, director independence, executive compensation policy, and policies for managing potential conflicts of interest and related party transactions Executive Officers and Directors | Name | Age | Position | | :----------------------- | :-- | :------------------------------------ | | Richard Lee Folsom | 62 | Chairman, Director | | Keiichi Suzuki | 53 | Chief Executive Officer, Director | | Shankar Krishnamoorthy | 62 | Independent Director | | Henrik Baek Jorgensen | 61 | Independent Director | | Helena Anderson | 43 | Independent Director | - Richard Lee Folsom is a co-founder and representative partner of Advantage Partners, with **29 years** of investment, operational, and management experience, focusing on the Japanese and Asian private equity markets[362](index=362&type=chunk)[367](index=367&type=chunk) - Keiichi Suzuki is a partner and head of the Renewable Energy and Sustainability division at Advantage Partners, with **29 years** of alternative investment experience at Mitsubishi Corporation, particularly in developing renewable energy businesses in Europe and the Middle East[368](index=368&type=chunk)[369](index=369&type=chunk) - Shankar Krishnamoorthy, Henrik Baek Jorgensen, and Helena Anderson are identified as independent directors under NYSE listing standards[391](index=391&type=chunk) - No cash compensation is paid to the company's executive officers or directors for services rendered to the company; the company reimburses the Sponsor **$10,000 per month** for office, secretarial, and administrative services[392](index=392&type=chunk) - The board of directors has an audit committee, a nominating committee, and a compensation committee, all composed of independent directors[396](index=396&type=chunk)[397](index=397&type=chunk)[400](index=400&type=chunk)[403](index=403&type=chunk) - Executive officers and directors currently have fiduciary or contractual obligations to other entities (including Advantage Partners), which may lead to conflicts of interest in allocating time or presenting business opportunities; the company's articles of association provide that the company waives its interest in such opportunities unless the business opportunity is expressly offered to the executive officer or director in their capacity as an officer or director of the company and is an opportunity the company is legally and contractually permitted to and would reasonably pursue[413](index=413&type=chunk)[414](index=414&type=chunk)[415](index=415&type=chunk)[419](index=419&type=chunk) - The company's executive officers and directors have agreed to be indemnified to the fullest extent permitted by law, except for their own actual fraud, willful default, or willful neglect[425](index=425&type=chunk) [Item 11. Executive Compensation](index=129&type=section&id=Item%2011.%20Executive%20Compensation) This section refers to the executive and director compensation details in Item 10, reiterating that no cash compensation is paid to executives or directors for company services, but the Sponsor receives a monthly administrative service fee and reimbursement for travel expenses - Executive and director compensation details are provided in the “Item 10. Directors, Executive Officers and Corporate Governance—Executive Officers and Directors Compensation” section[428](index=428&type=chunk) - No cash compensation is paid to the company's executive officers or directors for services rendered to the company; the company reimburses the Sponsor **$10,000 per month** for office, secretarial, and administrative services; the Sponsor, executive officers, and directors or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred on behalf of the company in connection with activities such as identifying potential target businesses and performing due diligence[392](index=392&type=chunk) - Upon completion of an initial business combination, members of the management team who remain with the combined company may receive consulting or management fees; all such fees will be fully disclosed to shareholders in the proxy solicitation materials or tender offer materials related to the proposed business combination[394](index=394&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=129&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) This section details the beneficial ownership of ordinary shares by the company's Sponsor, executive officers, directors, and other significant shareholders as of March 2, 2023, highlighting the substantial control held by the Sponsor through Class B ordinary shares Beneficial Ownership (as of March 2, 2023) | Beneficial Owner | Class B Ordinary Shares (Number) | Class B Ordinary Shares (%) | Class A Ordinary Shares (Number) | Class A Ordinary Shares (%) | Total Voting Control (%) | | :----------------------------------- | :------------------------------- | :-------------------------- | :------------------------------- | :-------------------------- | :----------------------- | | AP Sponsor LLC (and Richard Lee Folsom) | 4,222,500 | 97.9% | — | — | 19.6% | | Shankar Krishnamoorthy | 30,000 | * | — | — | * | | Henrik Baek Jorgensen | 30,000 | * | — | — | * | | Helena Anderson | 30,000 | * | — | — | * | | All executive officers and directors as a group | 4,312,500 | 100.0% | — | — | 20.0% | | Tokyo Century Corporation | — | — | 2,000,000 | 11.6% | 9.3% | | Saba Capital Management, L.P. | — | — | 1,609,522 | 9.3% | 7.5% | | Highbridge Capital Management, LLC | — | — | 1,330,582 | 7.7% | 6.2% | - AP Sponsor LLC (and Richard Lee Folsom) holds a majority of the company's control through Class B ordinary shares, convertible into Class A ordinary shares, representing **20%** of total voting control[431](index=431&type=chunk)[432](index=432&type=chunk) - No change in control[437](index=437&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=132&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) This section details the company's relationships and transactions with related parties, primarily its Sponsor, executive officers, and directors, outlining administrative service fees, potential conflicts of interest, and the policy for approving related party transactions - The company has agreed to pay the Sponsor **$10,000 per month** for office, secretarial, and administrative support services from December 16, 2021, until the completion of an initial business combination or liquidation (whichever occurs earlier), and to reimburse the Sponsor for any out-of-pocket expenses incurred in connection with identifying, investigating, and completing an initial business combination[438](index=438&type=chunk)[440](index=440&type=chunk) - To fund transaction costs related to an initial business combination, the Sponsor or its affiliates or certain of the company's executive officers and directors may (but are not obligated to) provide the company with necessary funds; these loans may be repaid from funds released from the trust account if the company completes an initial business combination; up to **$1,500,000** of such loans may be converted into warrants of the post-business combination entity at **$1.00 per warrant**[441](index=441&type=chunk) - The company's executive officers and directors currently have fiduciary or contractual obligations to other entities that may take precedence over their obligations to the company; the company's articles of association provide that the company waives its interest in business opportunities unless the opportunity is expressly offered to the executive officer or director in their capacity as an officer or director of the company and is an opportunity the company is legally and contractually permitted to and would reasonably pursue[439](index=439&type=chunk)[413](index=413&type=chunk) - The company has entered into a registration and shareholder rights agreement, granting initial shareholders certain registration rights for private placement warrants, warrants issuable upon conversion of working capital loans (if any), and Class A ordinary shares issuable upon conversion of founder shares; after the completion of an initial business combination, the Sponsor has the right to nominate three individuals to the company's board of directors as long as it holds any securities covered by the registration and shareholder rights agreement[443](index=443&type=chunk) - The board's audit committee has adopted a charter requiring the audit committee to review, approve, and/or ratify related party transactions; any committee member with an interest in a related party transaction must recuse themselves from voting[445](index=445&type=chunk) [Item 14. Principal Accountant Fees and Services](index=134&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) This section summarizes the fees paid to Marcum Asia CPAs LLP for audit and other services, totaling **$80,083** for the year ended December 31, 2022, with no audit-related, tax, or other fees paid during this or the prior period - The company's principal accountant is Marcum Asia CPAs LLP[446](index=446&type=chunk) Audit Fees | Period | Amount | | :------------------------------------------------ | :------- | | Year Ended December 31, 2022 | $80,083 | | Period from April 22, 2021 (inception) - Dec 31, 2021 | $100,286 | - For the year ended December 31, 2022, and for the period from April 22, 2021 (inception) through December 31, 2021, the company did not pay Marcum Asia any audit-related fees, tax fees, or all other fees[447](index=447&type=chunk)[448](index=448&type=chunk) - The company's audit committee was formed after the completion of the initial public offering and pre-approves all audit services and permissible non-audit services[449](index=449&type=chunk) [PART IV](index=135&type=section&id=PART%20IV) [Item 15. Exhibit and Financial Statement Schedules](index=135&type=section&id=Item%2015.%20Exhibit%20and%20Financial%20Statement%20Schedules) This section lists the financial statements and exhibits filed as part of Form 10-K, including certifications and XBRL files, with financial statements referenced to the "Index to Consolidated Financial Statements" on page F-1 - The company's consolidated financial statements are listed in the “Index to Consolidated Financial Statements” on page F-1[450](index=450&type=chunk) - No financial statement schedules[450](index=450&type=chunk) - Exhibits include: certifications by the Chief Executive Officer and Chief Financial Officer (31.1, 31.2, 32.1, 32.2), XBRL instance document (101.INS), XBRL taxonomy extension calculation linkbase file (101.CAL), XBRL taxonomy extension schema file (101.SCH), XBRL taxonomy extension definition linkbase file (101.DEF), XBRL taxonomy extension label linkbase file (101.LAB), XBRL taxonomy extension presentation linkbase file (101.PRE), and cover page interactive data file (104)[451](index=451&type=chunk) [Item 16. Form 10-K Summary](index=135&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item states that the Form 10-K summary is not applicable - Not applicable[451](index=451&type=chunk) [SIGNATURES](index=136&type=section&id=SIGNATURES) [Signatures and Dates](index=136&type=section&id=Signatures%20and%20Dates) This section contains the signatures of the company's authorized representatives, including the Chairman and CEO, confirming the filing of the annual report on Form 10-K on March 3, 2023 - Signatories include: Richard Lee Folsom (Chairman, Director, Chief Financial and Accounting Officer), Keiichi Suzuki (Chief Executive Officer and Director, Chief Executive Officer), Shankar Krishnamoorthy (Director), Henrik Baek Jorgensen (Director), and Helena Anderson (Director)[452](index=452&type=chunk)[453](index=453&type=chunk) - The signing date is March 3, 2023[452](index=452&type=chunk)[453](index=453&type=chunk)