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, 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 August 12, 2022, 17,250,000 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 June 30, 2022 (unaudited) and December 31, 2021					1
Unaudited Condensed Statement of Operations for the Three and Six Months Ended June 30, 2022 and for the Period from April 22, 2021 (Inception) through June 30, 2021					2
Unaudited Condensed Statement of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2022 and for the Period from April 22, 2021 (Inception) through June 30, 2021					3
Unaudited Condensed Statement of Cash Flows for the Six Months Ended June 30, 2022 and for the Period from April 22, 2021 (Inception) through June 30, 2021					5
Notes to Unaudited Financial Statements					6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations					20
Item 3. Quantitative and Qualitative Disclosures About Market Risk					24
Item 4. Controls and Procedures					24
Part II. Other Information					25
Item 1. Legal Proceedings					25
Item 1A. Risk Factors					25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds					25
Item 3. Defaults Upon Senior Securities					25
Item 4. Mine Safety Disclosures					25
Item 5. Other Information					25
Item 6. Exhibits					26
Part III. Signatures					27


	June 30,		December 31,
	2022		2021
	(Unaudited)
Assets
Current assets:
Cash	$	469,903	$	1,072,135
Prepaid expense		195,314		168,832
Total current assets		665,217		1,240,967
Long-term prepaid expenses		67,890		141,034
Marketable security held in Trust Account		177,932,987		177,675,249
Total assets	$	178,666,094	$	179,057,250

Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
Accrued offering costs and expenses	$	113,598	$	375,747
Due to related party		65,333		5,333
Total current liabilities		178,931		381,080
Deferred underwriting commissions		6,037,500		6,037,500
Total liabilities		6,216,431		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		177,932,987		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		(5,483,755)		(5,037,010)
Total shareholders’ deficit		(5,483,324)		(5,036,579)
Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	178,666,094	$	179,057,250


					For the
					Period from
					April 22,
					2021
	Three Months		Six Months		(Inception)
	Ended		Ended		Through
	June 30, 2022		June 30, 2022		June 30, 2021
Operating costs	$	247,878	$	446,745	$	7,127
Loss from operations		(247,878)		(446,745)		(7,127)

Other income:
Stock Compensation Expense		(94,252)		(187,468)		—
Interest earned on investments held in Trust Account		239,921		257,738		—
Total other income, net		145,669		70,270		—

Net loss	$	(102,209)	$	(376,475)	$	(7,127)

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		17,250,000		17,250,000		—
Basic and diluted net loss per share, Class A ordinary shares subject to possible redemption	$	(0.00)	$	(0.02)	$	—
Basic and diluted weighted average shares outstanding, Class B ordinary shares		4,312,500		4,312,500		3,750,000
Basic and diluted net loss per share, Class B ordinary shares	$	(0.00)	$	(0.02)	$	(0.00)


	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)
Stock Compensation Expense	—		—	—		—		94,252		—		94,252
Remeasurement of Class A ordinary shares subject to possible redemption	—		—	—		—		(94,252)		(145,669)		(239,921)
Net loss	—		—	—		—		—		(102,209)		(102,209)
Balance as of June 30, 2022	—	$	—	4,312,500	$	431	$	—	$	(5,483,755)	$	(5,483,324)


	June 30, 2022
Gross proceeds	$	172,500,000
Less:
Proceeds allocated to Public Warrants		(7,417,500)
Class A ordinary shares issuance costs		(10,024,023)
Plus:
Remeasurement adjustment on redeemable ordinary shares	$	22,874,510
Class A ordinary shares subject to possible redemption	$	177,932,987

SEC Form 10-Q filed by AP Acquisition Corp