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, 2023

☐	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)
10 Collyer Quay, #37-00 Ocean Financial Center
Singapore (Address of Principal Executive Offices)		049315 (Zip Code)

+65-6808 6510

(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 14, 2023, 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.

Table of Contents

AP ACQUISITION CORP
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023

TABLE OF CONTENTS

					Page
Part I. Financial Information
Item 1. Financial Statements					1
Condensed Balance Sheets as of June 30, 2023 (unaudited) and December 31, 2022					1
Unaudited Condensed Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022					2
Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2023					3
Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2022					4
Unaudited Condensed Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022					5
Notes to Unaudited Condensed Financial Statements					6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations					21
Item 3. Quantitative and Qualitative Disclosures About Market Risk					26
Item 4. Controls and Procedures					26
Part II. Other Information					28
Item 1. Legal Proceedings					28
Item 1A. Risk Factors					28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds					28
Item 3. Defaults Upon Senior Securities					28
Item 4. Mine Safety Disclosures					28
Item 5. Other Information					28
Item 6. Exhibits					29
Part III. Signatures					30

Table of Contents

ITEM 1. FINANCIAL STATEMENTS

AP ACQUISITION CORP

CONDENSED BALANCE SHEETS


	June 30,		December 31,
	2023		2022
	(Unaudited)
Assets
Current assets:
Cash	$	75,400	$	314,229
Prepaid expense		120,932		143,034
Total current assets		196,332		457,263
Cash and Investments held in Trust Account		186,047,103		180,237,929
Total assets	$	186,243,435	$	180,695,192

Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
Accrued offering costs and expenses	$	2,541,683	$	288,154
Promissory note - related party		1,725,000		—
Due to related party		185,333		126,393
Total current liabilities		4,452,016		414,547
Deferred underwriting commissions		6,037,500		6,037,500
Total liabilities		10,489,516		6,452,047

Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, 17,250,000 shares at $10.79 and $10.45 redemption value at June 30, 2023 and December 31, 2022, respectively		186,047,103		180,237,929

Shareholders’ Deficit:
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding at June 30, 2023 and December 31, 2022		—		—
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) at June 30, 2023 and December 31, 2022, respectively		—		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 4,312,500 shares issued and outstanding at June 30, 2023 and December 31, 2022		431		431
Additional paid-in capital		—		—
Accumulated deficit		(10,293,615)		(5,995,215)
Total shareholders’ deficit		(10,293,184)		(5,994,784)
Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	186,243,435	$	180,695,192

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

AP ACQUISITION CORP

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Operating costs	$	976,585	$	247,878	$	2,573,400	$	446,745
Loss from operations		(976,585)		(247,878)		(2,573,400)		(446,745)

Other income (expense):
Stock Compensation Expense		(94,252)		(94,252)		(187,468)		(187,468)
Interest earned on cash and investments held in Trust Account		2,171,759		239,921		4,084,174		257,738
Total other income, net		2,077,507		145,669		3,896,706		70,270

Net income (loss)	$	1,100,922	$	(102,209)	$	1,323,306	$	(376,475)

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		17,250,000		17,250,000		17,250,000		17,250,000
Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption	$	0.05	$	(0.00)	$	0.06	$	(0.02)
Basic and diluted weighted average shares outstanding, Class B ordinary shares		4,312,500		4,312,500		4,312,500		4,312,500
Basic and diluted net income (loss) per share, Class B ordinary shares	$	0.05	$	(0.00)	$	0.06	$	(0.02)

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

AP ACQUISITION CORP

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED JUNE 30, 2023


	Class A			Class B			Additional				Total
	Ordinary Share			Ordinary Share			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance as of March 31, 2023	—	$	—	4,312,500	$	431	$	—	$	(7,592,030)	$	(7,591,599)
Stock Compensation Expense	—		—	—		—		94,252		—		94,252
Remeasurement of Class A ordinary shares subject to possible redemption	—		—	—		—		(94,252)		(2,077,507)		(2,171,759)
Additional amount deposited into Trust Account ($0.10 per Class A ordinary shares subject to possible redemption)	—		—	—		—		—		(1,725,000)		(1,725,000)
Net income	—		—	—		—		—		1,100,922		1,100,922
Balance as of June 30, 2023	—	$	—	4,312,500	$	431	$	—	$	(10,293,615)	$	(10,293,184)

FOR THE SIX MONTHS ENDED JUNE 30, 2023


	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, 2022	—	$	—	4,312,500	$	431	$	—	$	(5,995,215)	$	(5,994,784)
Stock Compensation Expense	—		—	—		—		187,468		—		187,468
Remeasurement of Class A ordinary shares subject to possible redemption	—		—	—		—		(187,468)

SEC Form 10-Q filed by AP Acquisition Corp