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 September 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)
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 November 10, 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.

Table of Contents

AP ACQUISITION CORP

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022

TABLE OF CONTENTS

					Page
Part I. Financial Information
Item 1. Financial Statements					1
Condensed Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021					1
Unaudited Condensed Statement of Operations for the Three and Nine months Ended September 30, 2022 and for the Period from April 22, 2021 (Inception) through September 30, 2021					2
Unaudited Condensed Statement of Changes in Shareholders’ Deficit for the Three and Nine months Ended September 30, 2022					3
Unaudited Condensed Statement of Changes in Shareholders’ Deficit for the Three months Ended September 30, 2021 and for the Period from April 22, 2021 (Inception) through September 30, 2021					4
Unaudited Condensed Statement of Cash Flows for the Nine months Ended September 30, 2022 and for the Period from April 22, 2021 (Inception) through September 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

Table of Contents

ITEM 1. FINANCIAL STATEMENTS

AP ACQUISITION CORP

CONDENSED BALANCE SHEETS


	September 30,		December 31,
	2022		2021
	(Unaudited)
Assets
Current assets:
Cash	$	365,612	$	1,072,135
Prepaid expense		170,382		168,832
Total current assets		535,994		1,240,967
Long-term prepaid expenses		30,712		141,034
Marketable security held in Trust Account		178,734,940		177,675,249
Total assets	$	179,301,646	$	179,057,250

Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
Accrued offering costs and expenses	$	145,001	$	375,747
Due to related party		95,333		5,333
Total current liabilities		240,334		381,080
Deferred underwriting commissions		6,037,500		6,037,500
Total liabilities		6,277,834		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		178,734,940		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		(5,711,559)		(5,037,010)
Total shareholders’ deficit		(5,711,128)		(5,036,579)
Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	179,301,646	$	179,057,250

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

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AP ACQUISITION CORP

UNAUDITED CONDENSED STATEMENT OF OPERATIONS


							For the
							Period from
							April 22,
							2021
	Three Months		Nine months		Three months		(Inception)
	Ended		Ended		Ended		Through
	September 30, 2022		September 30, 2022		September 30, 2021		September 30, 2021
Operating costs	$	227,804		674,549	$	19,345	$	26,472
Loss from operations		(227,804)		674,549		(19,345)		(26,472)

Other income (expense):
Stock Compensation Expense		(95,288)		(282,756)		—		—
Interest earned on investments held in Trust Account		801,953		1,059,691		—		—
Total other income, net		706,665		776,935		—		—

Net income (loss)	$	478,861		102,386	$	(19,345)	$	(26,472)

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 income (loss) per share, Class A ordinary shares subject to possible redemption	$	0.02		0.00	$	—	$	—
Basic and diluted weighted average shares outstanding, Class B ordinary shares		4,312,500		4,312,500		3,750,000		3,750,000
Basic and diluted net income (loss) per share, Class B ordinary shares	$	0.02		0.00	$	(0.01)	$	(0.01)

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

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AP ACQUISITION CORP

UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022


	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)
Stock Compensation Expense	—		—	—		—		95,288				95,288
Remeasurement of Class A ordinary shares subject to possible redemption	—		—	—		—		(95,288)		(706,665)		(801,953)
Net income	—		—	—		—		—		478,861		478,861
Balance as of September 30, 2022	—	$	—	4,312,500	$	431	$	—	$	(5,711,559)	$	(5,711,128)

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AP ACQUISITION CORP

UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE PERIOD FROM APRIL 22, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021


	Class A			Class B			Additional				Total
	Ordinary Share			Ordinary Share			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — April 22, 2021 (Inception)	—	$	—	—	$	—	$	—	$	—	$	—
Class B ordinary shares issued to initial shareholder	—		—	431,250		431		24,569		—		25,000
Net loss	—		—	—		—		—		(7,127)		(7,127)
Balance as of June 30, 2021	—	$	—	4,312,500	$	431	$	24,569	$	(7,127)	$	17,873
Net loss	—		—	—		—		—		(19,345)		(19,345)
Balance as of September 30, 2021	—	$	—	4,312,500	$	431	$	24,569	$	(26,472)	$	(1,472)

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

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AP ACQUISITION CORP

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS


			For the
			Period from
			April 22,
	For the Nine		2021
	Months		(Inception)
	Ended		through
	September 30, 2022		September 30, 2021
Cash Flows from Operating Activities:
Net income (loss)	$	102,386	$	(26,472)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on cash held in Trust Account		(1,059,691)		—
Stock based compensation expense		282,756		26,472
Changes in operating assets and liabilities:
Prepaid expenses		108,772		—
Due to related party		90,000
Accounts payable and accrued expenses		(230,746)		—
Net cash used in operating activities		(706,523)		—

Net Change in Cash		(706,523)		—
Cash - Beginning		1,072,135		—
Cash - Ending	$	365,612	$	—

Non-cash investing and financing activities:
Deferred offering costs included in accrued offering costs	$		$	306,696
Deferred offering costs paid through promissory note	$		$	125,191
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	$