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, 2022

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-41176

AP Acquisition Corp

(Exact Name of Registrant As Specified in Its Charter)


Cayman Islands		98-1601227
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification Number)
Unit 2710, 27/F The Center 99 Queen’s Road Central
Hong Kong (Address of Principal Executive Offices)		N/A (Zip Code)

852 2918-0050

(Registrant Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant	APCA-U	New York Stock Exchange

Class A ordinary shares, par value $0.0001 per share	APCA	New York Stock Exchange

Redeemable warrants, each whole warrant exercisable for one share of Class A ordinary stock at an exercise price of $1.00 per share	APCA-W	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated filer	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
		Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ☒ No

As of May 11, 2022, 12,835,218 shares of Class A ordinary shares, par value $0.0001, and 4,312,500 shares of Class B ordinary shares, par value $0.0001, were issued and outstanding.

					Page
Part I. Financial Information
Item 1. Financial Statements					1
Condensed Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021					1
Unaudited Condensed Statement of Operations for the Three Months Ended March 31, 2022					2
Unaudited Condensed Statement of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2022					3
Unaudited Condensed Statement of Cash Flows for the Three Months Ended March 31, 2022					4
Notes to Financial Statements					5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations					17
Item 3. Quantitative and Qualitative Disclosures About Market Risk					20
Item 4. Controls and Procedures					21
Part II. Other Information					21
Item 1. Legal Proceedings					21
Item 1A. Risk Factors					21
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds					22
Item 3. Defaults Upon Senior Securities					22
Item 4. Mine Safety Disclosures					22
Item 5. Other Information					22
Item 6. Exhibits					23
Part III. Signatures					24


	March 31,		December 31,
	2022		2021
	(Unaudited)
Assets
Current assets:
Cash	$	729,032	$	1,072,135
Prepaid expense		160,924		168,832
Total current assets		889,956		1,240,967
Long-term prepaid expenses		104,664		141,034
Marketable security held in Trust Account		177,693,066		177,675,249
Total assets	$	178,687,686	$	179,057,250

Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
Accrued offering costs and expenses	$	157,233	$	375,747
Due to related party		35,333		5,333
Total current liabilities		192,566		381,080
Deferred underwriting commissions		6,037,500		6,037,500
Total liabilities		6,230,066		6,418,580

Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, 17,250,000 shares at $10.30 redemption value		177,693,066		177,675,249

Shareholders’ Deficit:
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding (excluding 17,250,000 shares subject to possible redemption)		—		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 4,312,500 shares issued and outstanding		431		431
Additional paid-in capital		—		—
Accumulated deficit		(5,235,877)		(5,037,010)
Total shareholders’ deficit		(5,235,446)		(5,036,579)
Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	178,687,686	$	179,057,250


Operating costs	$	198,867
Loss from operations		(198,867)

Other expense
Stock Compensation Expense		(93,216)
Interest earned on marketable securities held in Trust Account		17,817
Total other expense		(75,399)

Net loss	$	(274,266)

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		17,250,000
Basic and diluted net loss per share, Class A ordinary shares subject to possible redemption	$	(0.01)
Basic and diluted weighted average shares outstanding, Class B ordinary shares		4,312,500
Basic and diluted net loss per share, Class B ordinary shares	$	(0.01)


	Class A			Class B			Additional				Total
	Ordinary Share			Ordinary Share			Paid-in		Accumulated		Shareholders’
	Shares		Amount	Shares		Amount	Capital		Deficit		Deficit
Balance as of December 31, 2021	—	$	—	4,312,500	$	431	$	—	$	(5,037,010)	$	(5,036,579)
Stock Compensation Expense	—		—	—		—		93,216		—		93,216
Remeasurement of Class A ordinary shares subject to possible redemption	—		—	—		—		(93,216)		75,399		(17,817)
Net loss	—		—	—		—		—		(274,266)		(274,266)
Balance as of March 31, 2022	—	$	—	4,312,500	$	431	$	—	$	(5,235,877)	$	(5,235,446)


Cash flows from operating activities:
Net loss	$	(274,266)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on cash held in Trust Account		(17,817)
Stock based compensation expense		93,216
Changes in operating assets and liabilities:
Prepaid expenses		44,278
Due to related party		30,000
Accounts payable and accrued expenses		(218,514)
Net cash used in operating activities		(343,103)

Net change in cash		(343,103)
Cash, beginning of the period		1,072,135
Cash, end of period	$	729,032
Non-cash investing and financing transactions:
Remeasurement of Class A ordinary shares subject to redemption	$	17,817


	March 31, 2022
Gross proceeds	$	172,500,000
Less:
Proceeds allocated to Public Warrants		(7,417,500)
Class A ordinary shares issuance costs		(10,024,022)
Plus:
Remeasurement adjustment on redeemable ordinary shares	$	22,634,588
Class A ordinary shares subject to possible redemption	$	177,693,066


	For the three months
	ended March 31, 2022
	Class A		Class B
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(219,413)	$	(54,853)
Denominator:
Basic and diluted weighted-average shares outstanding		17,250,000		4,312,500
Basic and diluted net loss per share	$	(0.01)	$	(0.01)


No.	Description of Exhibit

31.1*	Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*	Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*	XBRL Instance Document

101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document

101.SCH*	XBRL Taxonomy Extension Schema Document

101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document

101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

104*	Cover Page Interactive Data File (embedded within the Inline XBRL document)


	AP ACQUISITION CORP

Date: May 16, 2022		/s/ Keiichi Suzuki
	Name:	Keiichi Suzuki
	Title:	Chief Executive Officer and Director
		(Principal Executive Officer)

Date: May 16, 2022		/s/ Richard Lee Folsom
	Name:	Richard Lee Folsom
	Title:	Chairman, Director
		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by AP Acquisition Corp