[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 ...

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 September 30, 2023 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934 For the transition period from to | --- | --- | --- | |-------------------------------------------------------------------------------------------------------------------------------- ...

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 | --- | --- | --- | |------------------------------------------------------------------------------------------------------------------------------------- ...

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 March 31, 2023 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934 For the transition period from to | --- | --- | --- | |------------------------------------------------------------------------------------------------------------------------------------ ...

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, 2022 ☐ 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 | --- | --- | --- | --- | |-------------------------------------------------------------------------------------------------- ...