AP Acquisition Corp - Ordinary Shares (APCA)
Filed: 16 Jan 24, 4:00pm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 12, 2024
AP ACQUISITION CORP
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-41176 | 98-1601227 | ||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
10 Collyer Quay, #14-06 Ocean Financial Center Singapore | 049315 |
| (Address of principal executive offices) | (Zip Code) |
+65-6808 6510
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 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 included as part of the units | APCA | New York Stock Exchange | ||
| , each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
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. ¨
Item 1.01 Entry into a Material Definitive Agreement.
On January 12, 2024, the Company issued a promissory note (the “Working Capital Loan Note”) in the principal amount of up to $500,000 to the Payee. The Working Capital Loan Note was issued in connection with advances the Payee may make in the future to the Company for working capital expenses. The Note bears no interest and is payable promptly after the date on which the Company consummates an initial business combination.
The foregoing description of the Working Capital Loan Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Working Capital Loan Note, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
The issuance of the Working Capital Loan Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Working Capital Note, dated as of January 12, 2024 and issued to AP Sponsor LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 16, 2024
| AP Acquisition Corp | ||
| By: | /s/ Keiichi Suzuki | |
| Name: | Keiichi Suzuki | |
| Title: | Chief Executive Officer and Director | |