IPO and Capital Structure - The company completed its initial public offering (IPO) on December 21, 2021, raising gross proceeds of $172.5 million from the sale of 17,250,000 units at $10.00 per unit[32]. - The company has a capital contribution of $25,000 from its sponsor, resulting in the issuance of 5,750,000 Class B ordinary shares[31]. - A private placement of 10,625,000 warrants was completed at $1.00 per warrant, generating approximately $10.6 million in gross proceeds[33]. - Tokyo Century Corporation purchased 2,000,000 units in the IPO, indicating strategic partnership involvement[32]. - The company incurred offering costs of approximately $10.5 million, including $6.0 million in deferred underwriting commissions[32]. Business Combination Agreements - The company entered into a Business Combination Agreement with JEPLAN, Inc. on June 16, 2023, which includes a share exchange and merger[34]. - The deadline for completing the initial business combination was extended from June 21, 2023, to September 21, 2023, following a deposit of $1,725,000 into the trust account[37]. - The company has the option to further extend the deadline to December 21, 2023, subject to additional funds being deposited by the sponsor[37]. - The Company entered into a deed of non-redemption with Tokyo Century to facilitate a business combination, with a shareholder meeting held on September 15, 2023, to extend the business combination deadline to June 21, 2024[38][39]. Financial Projections and Market Focus - The Company aims to identify business combinations in the de-carbonization and renewable energy sectors, particularly in Japan and Europe, leveraging management expertise[50]. - The renewable energy sector is projected to grow significantly, with renewables accounting for over 40% of primary energy growth in 2019, and only 11% of the world's primary energy share[54]. - Offshore wind capacity additions reached 5.9 GW in 2019, with a projected 13% CAGR, indicating strong growth potential in the offshore wind market[55]. - The Company is focused on energy storage technologies, which are essential for grid stability as renewable resources dominate generation, with continuous investment in battery technology advancements[57]. - There is increasing demand for energy services and solutions, particularly in the EV value chain, supported by favorable government policies and rising public awareness[58]. Trust Account and Redemption Policies - The company has approximately $177.7 million in net proceeds placed in a trust account, with an additional $1,725,000 deposited on June 21, 2023, to extend the deadline for completing an initial business combination to September 21, 2023[85]. - The company will deposit $200,000 each month into the trust account until either the extraordinary general meeting for shareholder vote or the Extended Date[85]. - 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[70]. - The company intends to structure the initial business combination so that it will own or acquire 100% of the equity interests or assets of the target business[71]. - If the business combination involves multiple target businesses, the 80% fair market value test will be based on the aggregate value of all target businesses[73]. - The company may need to obtain additional financing to complete the initial business combination if the transaction requires more cash than available in the trust account[88]. - The company is not prohibited from pursuing an initial business combination with an affiliated company, but will obtain an independent opinion to ensure fairness[75]. - A public shareholder can redeem up to 15% of the shares sold in the initial public offering without prior consent, which aims to prevent large shareholders from blocking business combinations[110]. - The company will not proceed with redemptions if the total cash consideration required exceeds the available cash, which could prevent the completion of the business combination[101]. - The company intends to conduct redemptions in connection with a shareholder vote unless not required by law, ensuring compliance with NYSE rules[102]. Regulatory and Compliance Considerations - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[81]. - The company will remain a smaller reporting company until it meets specific market value or revenue thresholds[84]. - The company believes its structure offers a more efficient and cost-effective method for target businesses to become public compared to traditional IPOs[78]. - The company is required to file annual, quarterly, and current reports with the SEC, including audited financial statements for the fiscal year ending December 31, 2023[137]. - The company is also classified as a "smaller reporting company," which allows it to provide only two years of audited financial statements[145]. Risks and Challenges - The company faces intense competition from established entities with greater financial and technical resources, which may limit its ability to acquire larger target businesses[134]. - Market conditions and economic uncertainties, including rising interest rates and inflation, could adversely affect the company's ability to complete a business combination[166]. - The company may face challenges in finding a suitable target business due to general market conditions and regulatory changes, such as the SEC's SPAC Rule Proposals[169]. - If the company is considered a "foreign person," it may face restrictions on completing a business combination with a U.S. target company due to CFIUS regulations[171]. - Increased competition from other special purpose acquisition companies may make attractive targets scarcer and could increase the cost of the initial business combination[194]. Financial Obligations and Indemnification - The company has access to $1,190,000 to cover potential claims and expenses related to liquidation, with estimated costs not exceeding $100,000[130]. - The company may depend on loans from its sponsor or affiliates to fund its search for a target business if the net proceeds from the initial public offering are insufficient[196]. - The company may need to borrow up to $1,500,000 from its sponsor or affiliates, which could be convertible into warrants at $1.00 per warrant[199]. - The company has not verified if its sponsor has sufficient funds to satisfy indemnification obligations, which could impact the trust account[206]. - If claims against the trust account are successful, the funds available for redemptions could be reduced below $11.29 per share[206]. - Indemnification obligations for executive officers and directors may discourage lawsuits against them, impacting shareholder interests[209]. - Shareholders may be liable for claims by third parties to the extent of distributions received upon redemption[215]. - If bankruptcy occurs after distributing trust account proceeds, shareholders may face recovery claims, impacting their received amounts[211].
AP Acquisition (APCA) - 2023 Q4 - Annual Report