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                               November 30, 2021

       Keiichi Suzuki
       Chief Executive Officer
       AP Acquisition Corp
       Unit 2710, 27/F The Center
       99 Queen   s Road Central
       Hong Kong

                                                        Re: AP Acquisition Corp
                                                            Amendment No. 1 to
Draft Registration Statement on Form S-1
                                                            Submitted November
8, 2021
                                                            CIK No. 0001862993

       Dear Mr. Suzuki:

             We have reviewed your amended draft registration statement 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 this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amendment No. 1 to Draft Registration Statement on Form S-1 submitted
November 8, 2021

       We intend to account for our warrants as equity. ..., page 62

   1.                                                   We note your risk
factor that currently your warrants are "intended" to be accounted for as
                                                        equity, but could be
classified as liabilities if it is later determined that they should have
                                                        been classified as
such. We further note your disclosure that if it is later determined that
                                                        your warrants should
have been classified as a liability, you may need to restate your
                                                        financial statements.
These statements appear to qualify the accounting treatment of the
                                                        warrants. Please tell
us how this disclosure is appropriate in light of the audit report that
                                                        states the financial
statements are the responsibility of management and in which your
                                                        auditor opines that the
financial statements present fairly, in all material respects, your
 Keiichi Suzuki
AP Acquisition Corp
November 30, 2021
Page 2
         financial position and the results of your operations and cash flows
in conformity with
         accounting principles generally accepted in the United States of
America.
Capitalization, page 90

2.       You modified the terms of your warrant agreements and intend to
account for your
         warrants as equity. Please provide us your analysis of the modified
terms in the warrant
         agreements which support equity accounting per ASC 815-40. Also,
provide us with the
         amended warrant agreements and reference the applicable sections in
your response.
General

3.       We note the changes to your prospectus indicating that you will not
undertake your initial
         business combination with any entity with its principal business
operations in China
         (including Hong Kong and Macao). Please revise the prospectus
disclosure to indicate
         specifically you will not complete your initial business combination
with a target that is
         headquartered China (including Hong Kong and Macau) or conducts a
majority of its
         business in China (including Hong Kong and Macau). Corresponding
changes should be
         made throughout the prospectus wherever you discuss business
opportunities, the political
         or economic landscape of specific geographic regions, and other
appropriate sections.
        You may contact Nasreen Mohammed at 202-551-3773 or Rufus Decker at
202-551-
3769 if you have questions regarding comments on the financial statements and
related
matters. Please contact Scott Anderegg at 202-551-3342 or Mara Ransom at
202-551-3264 with
any other questions.



FirstName LastNameKeiichi Suzuki                              Sincerely,
Comapany NameAP Acquisition Corp
                                                              Division of
Corporation Finance
November 30, 2021 Page 2                                      Office of Trade &
Services
FirstName LastName