AP Acquisition (APCA) - 2022 Q4 - Annual Report

Certain Terms Definitions 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] - Terms such as “we” and “our company” refer to AP Acquisition Corp, an exempted company incorporated in the Cayman Islands[5] Cautionary Note Regarding Forward-Looking Statements Forward-Looking Statements 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] - 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][8] - The company undertakes no obligation to update or revise any forward-looking statements, except as required by applicable securities laws[8] Summary of Risk Factors Key Risk Factors Summary 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][114] - 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][114] - 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][152][153] - 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][115][116][118][119] - 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][120][121][122][123][126][127] - 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][14][132][133][134][135][136] PART I Item 1. Business 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][338][477] - 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][21][479][480] - 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][23][29] - 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] - 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][35][36][37][38] - 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] - 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] - 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][72][483][485] - 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][147][488] Item 1A. Risk Factors 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] - 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][136] - 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][121][122][123][124][125] - 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][150][151][154][155] - 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] - 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][238][243][244] - 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][46][53][279][285][286][292][293] - 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][305][306][307][308] - 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][217][218][219][220] - 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] Item 1B. Unresolved Staff Comments The company reports no unresolved SEC staff comments - No unresolved SEC staff comments[330] Item 2. Properties 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][330] - The cost of office space usage is $10,000 per month, paid to the Sponsor for office, secretarial, and administrative support services[103][330] - The company believes its current office space is sufficient for its current operational needs[103][330] Item 3. Legal Proceedings 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] Item 4. Mine Safety Disclosures This item is not applicable - This item is not applicable[331] PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 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] - No securities authorized for issuance under equity compensation plans[335] Item 6. [Reserved] This item is explicitly reserved and contains no information - This item is reserved[336] Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 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][478] 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][491] - 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][494] - As of December 31, 2022, the company had no off-balance sheet financing arrangements[345] - The company has an administrative services agreement to pay the Sponsor $10,000 per month for office, secretarial, and administrative support services[346][538] - 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][514][515][519] - The company has elected not to early adopt ASU 2020-06, which aims to simplify the accounting for certain financial instruments[355][525] - 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][358][497][498][500] Item 7A. Quantitative and Qualitative Disclosures About Market Risk 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] Item 8. Financial Statements and Supplementary Data 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][450] - 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] - 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] Report of Independent Registered Public Accounting Firm 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] - 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] - 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][459] Balance Sheets 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 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 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 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] Notes to Financial Statements 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][478] - 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][480] - 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][485] - 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] - 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][514][515] - 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][504][556][557] - 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][510][550][551] - 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][534][538] Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with accountants regarding accounting and financial disclosure - No changes or disagreements[359] Item 9A. Controls and Procedures 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] - No significant changes in internal control over financial reporting occurred during the year ended December 31, 2022[361] PART III Item 10. Directors, Executive Officers and Corporate Governance 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][367] - 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][369] - Shankar Krishnamoorthy, Henrik Baek Jorgensen, and Helena Anderson are identified as independent directors under NYSE listing standards[391] - 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] - The board of directors has an audit committee, a nominating committee, and a compensation committee, all composed of independent directors[396][397][400][403] - 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][414][415][419] - 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] Item 11. Executive Compensation 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] - 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] - 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] Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 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][432] - No change in control[437] Item 13. Certain Relationships and Related Transactions, and Director Independence 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][440] - 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] - 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][413] - 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] - 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] Item 14. Principal Accountant Fees and Services 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] 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][448] - 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] PART IV Item 15. Exhibit and Financial Statement Schedules 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] - No financial statement schedules[450] - 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] Item 16. Form 10-K Summary This item states that the Form 10-K summary is not applicable - Not applicable[451] SIGNATURES Signatures and Dates 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][453] - The signing date is March 3, 2023[452][453]