UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act:
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| , 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.
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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 | |