IPO and Fundraising - The company completed its initial public offering on December 21, 2021, raising gross proceeds of $172.5 million from the sale of 17,250,000 units at $10.00 per unit[29]. - The offering incurred approximately $10.5 million in costs, including $6.0 million in deferred underwriting commissions[29]. - A private placement of 10,625,000 warrants was executed simultaneously, generating gross proceeds of approximately $10.6 million at $1.00 per warrant[30]. - Approximately $177.7 million of the net proceeds from the initial public offering were placed in a trust account, invested in U.S. government treasury obligations or money market funds[71]. - The company intends to complete its initial business combination using cash from the IPO proceeds, private placement warrants, or a combination of equity and debt[73]. Investment Strategy and Performance - Advantage Partners has raised a total of approximately $5 billion across 11 private equity funds, focusing on management buyouts and corporate carve-outs[31]. - The firm has successfully exited over 60 investments through IPOs or trade sales, demonstrating a strong track record in value enhancement[31]. - The company has a significant focus on corporate carve-outs, leveraging relationships with blue-chip companies for proprietary deal sourcing[33]. - The acquisition of Fasford Technology in 2015 resulted in a 11.8x multiple on invested capital (MOIC) upon exit in 2018[34]. - The investment in United Cinemas led to a 9.9x MOIC upon exit in 2014, showcasing successful value-add initiatives post-acquisition[35]. - Advantage Partners achieved a 5.0x multiple on invested capital (MOIC) from its exit of Nihon Kaisui in 2007, following the merger of two salt manufacturing subsidiaries[36]. - The company has invested in over 30 PIPEs (private investments in public equities), establishing itself as a leading private equity firm in Asia for generating returns in this area[37]. Business Combination and Acquisition - The company is prohibited from completing its initial business combination with targets headquartered in China or conducting a majority of their business there[27]. - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the net assets held in the trust account[57]. - The company anticipates acquiring 100% of the equity interests or assets of the target business, but may also structure deals to acquire less than 100% under certain conditions[58]. - The company may need additional financing to complete its initial business combination if the transaction requires more cash than available in the trust account[75]. - The company will not pay any consulting fees to management for services related to the initial business combination[81]. Shareholder Rights and Redemption - The company will provide public shareholders with the opportunity to redeem their shares at a per-share price based on the amount in the trust account[82]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001, in order to avoid SEC's "penny stock" rules[85]. - Shareholders can redeem their Class A ordinary shares either through a general meeting or a tender offer, with the decision made at the company's discretion[86]. - If a shareholder vote is held, a majority of shares must be voted in favor for the initial business combination to be approved, requiring 6,468,751 shares (37.5%) or 4,468,751 shares (25.9%) depending on voting conditions[90]. - Public shareholders are limited to redeeming no more than 15% of the shares sold in the initial public offering without prior consent, to prevent large block accumulations[94]. Trust Account and Financial Management - The trust account currently holds $10.30 per public share available for redemption upon completion of the initial business combination[82]. - The company has $1,190,000 available outside the trust account to cover costs and expenses related to its dissolution, with an additional $100,000 from the trust account for dissolution expenses[107]. - The per-share redemption amount for shareholders upon dissolution is projected to be $10.30, although this amount may be subject to claims from creditors[107]. - The company is obligated to redeem 100% of public shares if it fails to complete its initial business combination within 18 months from the IPO closing or during an Extension Period[106]. - The redemption process requires shareholders to tender their certificates or deliver shares electronically, with a nominal cost of approximately $80.00 for the tendering process[96][97]. Regulatory and Compliance - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[67]. - The company will remain an emerging growth company until it has total annual gross revenue of at least $1.07 billion or the market value of its Class A ordinary shares held by non-affiliates equals or exceeds $700 million[69]. - The company must comply with the Sarbanes-Oxley Act regarding internal control procedures for the fiscal year ending December 31, 2022[121]. - The company has registered its securities under the Exchange Act and is subject to ongoing reporting obligations[122]. - The company is also classified as a "smaller reporting company," allowing it to provide only two years of audited financial statements until certain market value and revenue thresholds are met[128]. Market and Industry Trends - The business strategy focuses on identifying companies in the de-carbonization and renewable energy sectors, particularly in Japan, Asia (excluding China), and Europe[39]. - Renewable energy accounted for over 40% of the growth in primary energy in 2019, with only approximately 11% of the world's primary energy share coming from renewables[42]. - The global offshore wind market is projected to expand at a 13% CAGR, exceeding 20 GW of additions per year by 2030[43]. - Energy storage technologies are expected to see increased demand, particularly for utility-scale solutions to enhance grid stability as renewable resources dominate generation[45]. - The company aims to target businesses with high impact potential on de-carbonization and sustainability, and opportunities for growth in high-growth Asian and global markets[47]. Operational Considerations - The company has a monthly office space fee of $10,000, which is included in the overall operational costs[116]. - The company has no full-time employees and relies on one executive officer who will devote time as necessary until the initial business combination is completed[117]. - The company may face intense competition from other entities in identifying and acquiring target businesses, which could limit its acquisition capabilities[115]. - The company intends to ensure that vendors and service providers waive claims to the trust account to protect shareholder funds[111]. - Following the initial public offering, the net proceeds have been invested in U.S. government treasury bills or certain money market funds, minimizing exposure to interest rate risk[408]. - The company has received a tax exemption undertaking from the Cayman Islands for a period of 20 years, exempting it from taxes on profits, income, gains, or appreciations[123].
AP Acquisition (APCA) - 2021 Q4 - Annual Report