United States securities and exchange commission logo
July 11, 2023
Keiichi Suzuki
Chief Executive Officer
AP Acquisition Corp
10 Collyer Quay
#37-00 Ocean Financial Center
Singapore
Re: AP Acquisition Corp
Form 10-K for the
Fiscal Year Ended December 31, 2022
Filed March 3, 2023
File No. 001-41176
Dear Keiichi Suzuki:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
General
1. With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties
with a non-U.S. person. If so, please revise your filing to include
disclosure that
addresses how this fact could impact your ability to complete your initial
business combination.
For instance, discuss the risk to investors that you may not be able
to complete an initial
business combination with a U.S. target company should the
transaction be subject
to review by a U.S. government entity, such as the Committee on
Foreign Investment in
the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool
of potential targets with which you could complete an initial business
combination may be
limited. Further, disclose that the time necessary for government
review of the
transaction or a decision to prohibit the transaction could prevent you from
completing an initial
business combination and require you to liquidate. Disclose the
Keiichi Suzuki
AP Acquisition Corp
July 11, 2023
Page 2
consequences of liquidation to investors, such as the losses of the
investment opportunity
in a target company, any price appreciation in the combined company, and
the warrants,
which would expire worthless.
Management's Annual Report on Internal Controls Over Financial Reporting, page
63
2. Please amend your filing to provide a report of management on your
internal control over
financial reporting pursuant to Item 308 of Regulation S-K.
Report of Independent Registered Public Accounting Firm, page F-1
3. Please amend your filing to include an audit report that covers the
period as of December
31, 2021 and from April 22, 2021 (Inception) through December 31, 2021.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Steve Lo at 202-551-3394 or Shannon Buskirk at
202-551-3717 with
any questions.
Sincerely,
FirstName LastNameKeiichi Suzuki
Division of
Corporation Finance
Comapany NameAP Acquisition Corp
Office of Energy &
Transportation
July 11, 2023 Page 2
cc: Richard Lee Folsom
FirstName LastName