AP Acquisition Corp: debt financing — AP Acquisition Corp (APCA) enters definitive business combination with JEPLAN, Inc.

AP Acquisition Corp

SPAC AP Acquisition Corp signs definitive agreement with JEPLAN, a Japanese chemical recycling company.
Transaction values JEPLAN at $300M; exchange ratio based on $300M / fully diluted shares divided by $10.00.
PIPE Investment at $10.00 per share to close concurrently; minimum cash condition of $30M from trust and PIPE.
Sponsor and SPAC directors vote for deal, waive redemption, and 12-month lock-up (subject to price trigger).
Closing subject to shareholder approvals, NYSE listing of PubCo ADSs, and other customary conditions.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.99

AP Acquisition Corp incurred loan of $1,725,000 with the Sponsor at does not bear interest maturing upon the closing of the Merger.

Instrument: loan
Principal: $1,725,000
Counterparty: the Sponsor
Rate: does not bear interest
Maturity: upon the closing of the Merger
Event: incurrence

Exact text from the filing

On June 16, 2023, SPAC issued an unsecured promissory note in the aggregate principal amount of $1,725,000 (the “ Promissory Note ”) to the Sponsor and received $1,725,000.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

AP Acquisition Corp entered into Business Combination Agreement with JEPLAN Holdings, Inc., JEPLAN MS, Inc., JEPLAN, Inc. (effective 2023-06-16).

Action: entry
Agreement: merger
Counterparty: JEPLAN Holdings, Inc., JEPLAN MS, Inc., JEPLAN, Inc.
Effective: 2023-06-16

Exact text from the filing

On June 16, 2023, (i) AP Acquisition Corp, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“ SPAC ”), (ii) JEPLAN Holdings, Inc., a Japanese corporation ( kabushiki kaisha ) incorporated under the laws of Japan (“ PubCo ”), (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 PubCo (“ Merger Sub ”), and (iv) JEPLAN, Inc., a Japanese corporation ( kabushiki kaisha ) incorporated under the laws of Japan (the “ Company ” or “ JEPLAN ”), entered into a Business Combination Agreement

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Source: SEC EDGAR

accession 0001104659-23-071887

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