Form 8-K - Current report

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): June 17, 2024 (June 16, 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

Redeemable Warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	APCA-W	New York Stock Exchange

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 1.02 Termination of A Material Definitive Agreement.

As previously announced, on June 16, 2023, (i) AP Acquisition Corp (the “Company”), (ii) JEPLAN Holdings, Inc., a Japanese corporation (kabushiki kaisha) incorporated under the laws of Japan, (iii) JEPLAN MS, Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of JEPLAN Holdings, Inc. and (iv) JEPLAN, Inc., a Japanese corporation (kabushiki kaisha) incorporated under the laws of Japan, entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”).

On June 16, 2024, the parties to the Business Combination Agreement and AP Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) entered into a termination agreement (the “Termination Agreement”), pursuant to which the parties agreed to mutually terminate the Business Combination Agreement. The mutual termination of the Business Combination Agreement is effective as of June 16, 2024.

As a result of the termination of the Business Combination Agreement, the Business Combination Agreement is void and has no effect, without any liability on the part of any party thereto or its respective affiliates, officers, directors or shareholders, except as provided in the Termination Agreement.

The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein.

Item 8.01 Other Events.

On June 14, 2024, the Company decided that it will redeem all of its outstanding ordinary shares that were included in the units issued in its initial public offering (the “Public Shares”), effective as of the closing of business on July 2, 2024, as the Company will not be able to consummate an initial business combination (the “Business Combination”) on or before June 21, 2024.

In accordance with the Company’s Amended and Restated Memorandum and Articles of Association, as amended, the Company shall: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with the Company’s initial public offering (the “Trust Account”), including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Company will use the working capital and available cash held outside the trust account to repay the Company’s transaction expenses that the Company has incurred in connection with the Business Combination.

The per-share redemption price for the Public Shares will be approximately US$11.48, before payment of taxes and dissolution expenses.

The Public Shares will cease trading as of the close of business of June 21, 2024. As of the close of business of July 2, 2024, the Public Shares will be deemed cancelled and will represent only the right to receive the redemption amount.

The redemption amount will be payable to the holders of the Public Shares upon delivery of their shares or units. Beneficial owners of Public Shares held in “street name”, however, will not need to take any action in order to receive the redemption amount.

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will be terminated. The Company’s initial shareholders have waived their redemption rights with respect to its outstanding ordinary shares issued before the Company’s initial public offering.

The Company expects that the New York Stock Exchange will file a Form 25 with the United States Securities and Exchange Commission (the “SEC”) to delist the Company’s securities. The Company thereafter expects to file a Form 15 with the SEC to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

No.		Description
10.1		Termination Agreement, dated as of June 16, 2024, by and among JEPLAN Holdings, Inc. JEPLAN, Inc., AP Acquisition Corp, JEPLAN MS, Inc, and 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: June 17, 2024

	AP Acquisition Corp

	By:	/s/ Keiichi Suzuki
	Name:	Keiichi Suzuki
	Title:	Chief Executive Officer and Director

Exhibit 10.1

EXECUTION VERSION

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of June 16, 2024, by and among (i) JEPLAN Holdings, Inc., a Japanese corporation (kabushiki kaisha) incorporated under the laws of Japan and a direct wholly-owned Subsidiary of the Company (“PubCo”), (ii) JEPLAN, Inc., a Japanese corporation (kabushiki kaisha) incorporated under the laws of Japan (the “Company”), (iii) AP Acquisition Corp, a Cayman Islands exempted company (“SPAC”), (iv) JEPLAN MS, Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of PubCo (“Merger Sub”), and (v) AP Sponsor LLC, a Cayman Islands limited liability company (“Sponsor”). PubCo, the Company, SPAC, Merger Sub and Sponsor are collectively referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Business Combination Agreement (as defined below).

WHEREAS, the Parties (other than Sponsor) are parties to that certain Business Combination Agreement, dated as of June 16, 2023 (the “Business Combination Agreement”);

WHEREAS, pursuant to Section 11.1(a) of the Business Combination Agreement, the Business Combination Agreement may be terminated and the Transactions may be abandoned at any time prior to the Share Exchange Effective Time, by mutual written consent of the Company and SPAC; and

WHEREAS, the Parties desire to terminate the Business Combination Agreement and abandon the Transactions as set forth herein and in accordance with Section 11.1(a) of the Business Combination Agreement.

NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and the representations, warranties, covenants and agreements contained in this Agreement and the Business Combination Agreement, and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE I

Termination of Business Combination Agreement

1.1            Termination of Business Combination Agreement. In accordance with Section 11.1(a) and subject to the terms and provisions of this Agreement, the Business Combination Agreement shall be terminated by mutual written consent of the Parties effective as of the date of this Agreement. The effect of the termination of the Business Combination Agreement pursuant to this Agreement shall be as set forth in Section 11.2 of the Business Combination Agreement.

1.2            Non-Disparagement. Each Party hereby agrees that it shall not, and shall procure its Affiliates and Representatives not to, (a) make, publish or communicate to any Person or in any public or private forum or through any medium, any disparaging, damaging or demeaning statements about any other Party, such other Party’s Affiliates, or any of such other Party’s or its Affiliates’ respective officers, directors, employees, agents or other Representatives; or (b) otherwise engage, directly or indirectly, in any communications with any Person that may be disparaging to any other Party, such other Party’s Affiliates, or any of such other Party’s or its Affiliates’ respective officers, directors, employees, agents or other Representatives that may damage the reputation or goodwill of any of these Persons, or that may place any of these Persons in any false or negative light. Each Party hereby represents to the other Parties that it has not engaged in any of the actions and communications described in the foregoing clauses (a) and (b) of this Section 1.2 prior to the date hereof.

ARTICLE II

Mutual Release

2.1            Company Released Claims. The Company, PubCo and Merger Sub, for themselves, and on behalf of each of their respective Affiliates, equity holders, partners, joint venturers, lenders, administrators, Representatives, shareholders, parents, Subsidiaries, officers, directors, attorneys, agents, employees, legatees, devisees, executors, trustees, beneficiaries, insurers, predecessors, successors, heirs and assigns, hereby absolutely, forever and fully release and discharge SPAC, Sponsor and their Affiliates and each of their respective present and former direct and indirect equity holders, directors, officers, employees, predecessors, partners, shareholders, joint venturers, administrators, representatives, Affiliates, attorneys, agents, brokers, insurers, parents, Subsidiaries, successors, heirs, and assigns, and each of them, from all claims, contentions, rights, debts, liabilities, demands, accounts, reckonings, obligations, duties, promises, costs, expenses (including, without limitation, attorneys’ fees and costs), liens, indemnification rights, damages, losses, actions, and causes of action, of any kind whatsoever, whether due or owing in the past, present or future and whether based upon contract, tort, statute or any other legal or equitable theory of recovery, and whether known or unknown, suspected or unsuspected, asserted or unasserted, fixed or contingent, matured or unmatured, with respect to, pertaining to, based on, arising out of, resulting from, or relating to the Business Combination Agreement, the other Transaction Documents and the Transactions (collectively, the “Company Released Claims”).

2.2            SPAC Released Claims. SPAC and Sponsor, for themselves, and on behalf of each of their respective Affiliates, equity holders, partners, joint venturers, lenders, administrators, Representatives, shareholders, parents, Subsidiaries, officers, directors, attorneys, agents, employees, legatees, devisees, executors, trustees, beneficiaries, insurers, predecessors, successors, heirs and assigns, hereby absolutely, forever and fully release and discharge the Company, PubCo, Merger Sub and their Affiliates and each of their respective present and former direct and indirect equity holders, directors, officers, employees, predecessors, partners, shareholders, joint venturers, administrators, representatives, Affiliates, attorneys, agents, brokers, insurers, parents, Subsidiaries, successors, heirs, and assigns, and each of them, from all claims, contentions, rights, debts, liabilities, demands, accounts, reckonings, obligations, duties, promises, costs, expenses (including, without limitation, attorneys’ fees and costs), liens, indemnification rights, damages, losses, actions, and causes of action, of any kind whatsoever, whether due or owing in the past, present or future and whether based upon contract, tort, statute or any other legal or equitable theory of recovery, and whether known or unknown, suspected or unsuspected, asserted or unasserted, fixed or contingent, matured or unmatured, with respect to, pertaining to, based on, arising out of, resulting from, or relating to the Business Combination Agreement, the other Transaction Documents and the Transactions (collectively, the “SPAC Released Claims”; and together with the Company Released Claims, the “Released Claims”).

2.3            Further Agreements. Each Party acknowledges and understands that there is a risk that subsequent to the execution of this Agreement, each Party may discover, incur or suffer Released Claims that were unknown or unanticipated at the time of the execution of this Agreement, and which, if known on the date of the execution of this Agreement, might have materially affected such Party’s decision to enter into and execute this Agreement. Each Party further agrees that by reason of the releases contained herein, each Party is assuming the risk of such unknown Released Claims and agrees that this Agreement applies thereto.

ARTICLE III

General Provisions.

3.1            Representations of the Parties. Each Party hereby represents and warrants to each other Party that (a) this Agreement constitutes a valid and binding obligation of such Party, enforceable against

such Party in accordance with its terms, subject to the Enforceability Exceptions; and (b) such Party has full power and authority to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance by such Party of this Agreement have been duly and validly authorized by all necessary corporate or other action on the part of such Party; and (c) the execution and delivery of this Agreement by such Party does not, and the performance by such Party of the transactions contemplated by this Agreement does not: (i) conflict with or violate the Organizational Documents of such Party, (ii) conflict with or violate any Law applicable to such Party or by which any property or asset of such Party is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance (other than any Permitted Encumbrances) on any property or asset of such Party pursuant to, any Contract to which such Party is bound.

3.2            Costs and Expenses. Each Party shall bear the costs, expenses and fees (including fees and expenses of legal counsel and other advisors) incurred by such Party in connection with the negotiation and execution of the Business Combination Agreement, the Transactions and each other document and instrument contemplated thereby, including this Agreement and the transactions contemplated hereby, except that SPAC and the Company shall each pay one-half of all printer fees, costs and expenses of Toppan Merrill LLC for the preparation of the Proxy/Registration Statement and any Transactions-related filings to be made by SPAC or PubCo with the SEC (excluding (a) SPAC’s ongoing reporting obligations under the Exchange Act and (b) SPAC’s printing and mailing costs associated with the distribution of the Proxy/Registration Statement to its shareholders), in accordance with Section 12.6 (Expenses) of the Business Combination Agreement.

3.3            Miscellaneous. The provisions of Sections 12.1 (Trust Account Waiver), 12.7 (Governing Law), 12.8 (Consent to Jurisdiction), 12.9 (Headings; Counterparts), 12.12 (Amendments), 12.13 (Publicity), 12.14 (Confidentiality), 12.15 (Severability) and 12.16 (Enforcement) of the Business Combination Agreement are incorporated herein by reference, mutatis mutandis, as if set forth in full herein.

[Signature pages follow]