F-4/A 1 tm2320708-13_f4a.htm F-4/A tm2320708-13_f4a - block - 92.0830515s
As filed with the Securities and Exchange Commission on January 31, 2024
Registration Statement No. 333-274418
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
to
Form F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JEPLAN Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Japan
(Jurisdiction of
Incorporation or Organization)
5093
(Primary Standard Industrial
Classification Code Number)
Not Applicable
(I.R.S. Employer
Identification Number)
12-2 Ogimachi
Kawasaki-ku, Kawasaki-shi,
Kanagawa, Japan
Tel: +81 44-223-7898
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
Tel: (800) 221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Barbara A. Jones, Esq.
Greenberg Traurig LLP
Suite 1900
1840 Century Park Blvd.
Los Angeles, CA 90067
Tel: 310-586-7773
Koji Ishikawa, Esq.
Greenberg Traurig Tokyo
Law Offices
Meiji Yasuda Seimei Bldg., 21F
2-1-1 Marunouchi, Chiyoda-Ku
Tokyo 100-0005 Japan
Tel: +81(0)3-4510-2200
Jesse Sheley, Esq.
Joseph Raymond Casey, Esq.
Kirkland & Ellis LLP
26th Floor, Gloucester Tower
The Landmark
15 Queen’s Road Central
Hong Kong SAR
Tel: +852-3761-3300
Steve Lin
Kirkland & Ellis International LLP
58th Floor, China World Tower A
No. 1 Jian Guo Men Wai Avenue
Beijing 100004, P.R. China
Tel: +86 10-5737-9300
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and on completion of the business combination described in the enclosed proxy statement/prospectus.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
PRELIMINARY PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF AP ACQUISITION CORP AND PROSPECTUS FOR COMMON SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES, AND WARRANTS, OF JEPLAN HOLDINGS, INC.
SUBJECT TO COMPLETION, DATED JANUARY 31, 2024
PROXY STATEMENT FOR THE EXTRAORDINARY GENERAL MEETING OF
AP ACQUISITION CORP
PROSPECTUS FOR
41,749,456 COMMON SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES
8,625,000 WARRANTS TO PURCHASE COMMON SHARES AND
8,625,000 COMMON SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES ISSUABLE UPON THE
EXERCISE OF WARRANTS OF
JEPLAN HOLDINGS, INC.
Dear AP Acquisition Corp Shareholders:
You are cordially invited to attend an extraordinary general meeting of the shareholders of AP Acquisition Corp, a Cayman Islands exempted company limited by shares, which we refer to as “we,” “us,” “our,” “SPAC” or “APAC,” to be held at [      ] Eastern Time, on [        ] 2024 (the “Extraordinary General Meeting”). The Extraordinary General Meeting will be held virtually, at [       ]. For the purposes of our amended and restated memorandum and articles of association (the “SPAC Articles”), the physical location of the Extraordinary General Meeting shall be [        ].
At the Extraordinary General Meeting, our shareholders will be asked to consider and vote upon a proposal, which we refer to as the “Business Combination Proposal” or “Proposal No. 1” by ordinary resolution to approve and adopt the business combination agreement, dated June 16, 2023 (as it may be further amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), by and among (i) JEPLAN Holdings, Inc., a Japanese corporation (kabushiki kaisha) incorporated under the laws of Japan (“PubCo”), (ii) APAC, (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 (“JEPLAN” or the “Company”), and the transactions contemplated by the Business Combination Agreement (the “Business Combination”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A.
Pursuant to the Business Combination Agreement, PubCo and the Company shall, on the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the Companies Act of Japan (Act No. 86 of 2005) (the “Japan Act”) and other applicable laws, implement and consummate (i) the statutory share for share exchange (kabushiki-koukan) of PubCo and JEPLAN (the “Share Exchange”) whereby (a) PubCo will acquire from holders of JEPLAN’s common shares, no par value per share (each, a “JEPLAN Common Share,” and such holders, “JEPLAN Shareholders”) each JEPLAN Common Share issued and outstanding immediately prior to the effective time of the Share Exchange (the “Share Exchange Effective Time”) in consideration of such fraction of a newly issued common share of PubCo, no par value per share (each, a “PubCo Common Share”) that is equal to the Exchange Ratio (as defined in the accompanying proxy statement/prospectus), provided that each JEPLAN Shareholder may elect to receive, in lieu of PubCo Common Shares, American depositary shares, each representing one PubCo Common Share (each, an “ADS”) and (b) each unexercised option to purchase JEPLAN Common Shares issued and outstanding immediately prior to the Share Exchange Effective Time will be exchanged for an option to purchase such fraction of PubCo Common Shares that is equal to the Exchange Ratio; (ii) the allotment and issuance to Merger Sub, prior to the Share Exchange Effective Time, a number of PubCo Common Shares equal to the aggregate number of ADSs to be issued to holders of APAC’s ordinary shares pursuant to the Business Combination Agreement and a number of warrants of PubCo equal to the aggregate number of PubCo Warrants to be distributed to holders of APAC’s warrants pursuant to the Business Combination Agreement; and (iii) certain other pre-merger transactions (collectively, the “Pre-Merger Reorganization”). At the Share Exchange Effective Time, JEPLAN Shareholders immediately before the Share Exchange Effective Time shall become holders of the PubCo Common Shares, and JEPLAN shall become a direct, wholly-owned subsidiary of PubCo.
Immediately following the Pre-Merger Reorganization, Merger Sub will merge with and into APAC (the “Merger”), with APAC being the surviving entity and becoming a wholly-owned subsidiary of PubCo, upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the applicable provisions of the Companies Act (As Revised) of the Cayman Islands (the “Cayman Islands Companies Act”). Immediately prior to the time when the Plan of Merger, a copy of which is attached to the accompanying proxy statement/prospectus as Annex B, is registered by the Registrar of Companies of the Cayman Islands or at such later time permitted by the Cayman Islands Companies Act as may be agreed by Merger Sub and APAC in writing and specified in the Plan of Merger (the “Merger Effective Time”), each Class B ordinary share of APAC, par value $0.0001 per share (“Founder Share”) shall be automatically converted into one Class A ordinary share of APAC, par value $0.0001 per share (“Public Share”). At the Merger Effective Time, (i) each unit of APAC (“SPAC Unit”) issued in its initial public offering (the “IPO”) issued and outstanding immediately prior to the Merger Effective Time will be automatically detached and the holder thereof will be deemed to hold one Public Share and one-half of one public warrant of APAC (“Public Warrant”); (ii) each Public Share issued and outstanding immediately prior to the Merger Effective Time, including Public Shares held as a result of the separation of SPAC Units or the conversion of Founder Shares and excluding treasury shares of APAC, if any, Public Shares in respect of which an eligible holder has validly exercised its redemption rights and Public Shares for which the holder has validly exercised its dissenter’s rights, shall automatically be cancelled and cease to exist in exchange for the right to receive one ADS, and each APAC shareholder shall cease to have any other rights in and to their shares of APAC, except as expressly provided in the Business Combination Agreement; (iii) each Public Warrant outstanding immediately prior to the Merger Effective Time, including Public Warrants held as a result of the separation of SPAC Units, shall automatically cease to exist in exchange for a PubCo Series 1 warrant (“PubCo Series 1 Warrant”); (iv) each warrant of APAC issued in a private placement in connection with its IPO (each, a

“Private Placement Warrant”) outstanding immediately prior to the Merger Effective Time shall automatically cease to exist in exchange for a PubCo Series 2 warrant (“PubCo Series 2 Warrant”); and (v) all shares of Merger Sub issued and outstanding immediately prior to the Merger Effective Time shall automatically be converted into one validly issued, fully paid and non-assessable ordinary share of APAC as the surviving entity, which ordinary share shall constitute the only issued and outstanding share in the capital of APAC. Subject to the Japan Act, each PubCo Series 1 Warrant and each PubCo Series 2 Warrant shall continue to have and be subject to substantially the same terms and conditions as were applicable to Public Warrants and Private Placement Warrants immediately prior to the Merger Effective Time (including any repurchase rights and cashless exercise provisions), respectively.
In addition to the Business Combination Proposal, APAC shareholders are being asked to:

consider and vote upon a proposal by special resolution at the Extraordinary General Meeting to approve the Merger and authorize, approve and confirm the Plan of Merger, a copy of which is attached to the accompanying proxy statement/prospectus as Annex B, independently of the proposal by ordinary resolution to approve the Business Combination (the “Merger Proposal”) (Proposal No. 2);

consider and vote upon, as a special resolution, a proposal (the “NTA Proposal”) to approve and adopt an amendment to the SPAC Articles, which amendment (the “NTA Amendment”) shall become effective immediately prior to the consummation of the proposed Business Combination, to remove from the SPAC Articles the requirements that APAC shall have at least $5,000,001 of net tangible assets pursuant to Articles 49.2, 49.4, 49.5 and 49.8 of the SPAC Articles. The NTA Proposal is conditioned upon the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, then the NTA Proposal will have no effect, even if approved by APAC shareholders. A copy of the NTA Amendment to the SPAC Articles is attached to the accompanying proxy statement/prospectus as Annex C (Proposal No. 3); and

consider and vote upon, if presented, by ordinary resolution at the Extraordinary General Meeting to approve a proposal to adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for a vote or if the Minimum Cash Condition (as defined below) in the Business Combination Agreement would not be satisfied due to redemptions of Public Shares (the “Adjournment Proposal”) (Proposal No. 4).
Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each shareholder is encouraged to read carefully.
The Public Shares, Public Warrants and SPAC Units are currently listed on the New York Stock Exchange (“NYSE”) under the symbols “APCA,” “APCA.WS,” and “APCA.U,” respectively. Upon the closing of the Business Combination (“Closing”), the Public Shares, Public Warrants and SPAC Units will be delisted from the NYSE, and the ADSs and PubCo Series 1 Warrants are expected to trade on the NYSE under the symbols “JPL” and “JPL WS,” respectively. It is a condition of the consummation of the Business Combination that PubCo’s initial listing application with NYSE in connection with the Business Combination shall have been conditionally approved and the ADSs to be issued in connection with the Business Combination shall have been approved for listing on the NYSE, subject to official notice of issuance, but such condition can be waived by the parties. The parties have not made a determination as to whether or not to waive this condition. There can be no assurance such listing condition will be met and, at the time you are asked to vote on the Business Combination, you will have no assurance that the ADSs or PubCo Series 1 Warrants will be listed on a national securities exchange in the United States following the completion of the Business Combination. See “Risk Factors — Risks Related to PubCo — There can be no assurance that the PubCo Common Shares represented by ADSs that will be issued in connection with the Business Combination will be approved for listing on the NYSE or, if approved, will continue to be so listed following the closing of the Business Combination, or that PubCo will be able to comply with the continued listing standards of the NYSE” on page 94 for more information.
Pursuant to the SPAC Articles, APAC is providing holders of its Public Shares that were offered as part of the IPO (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares in connection with the Business Combination at a per-share price, payable in cash, equal to a pro-rata portion of the aggregate amount then on deposit in a United States-based trust account established in connection with the IPO (the “Trust Account”), as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to APAC to pay its taxes, divided by the number of then outstanding Public Shares. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account as of October 30, 2023, the estimated per-share redemption price would have been approximately $10.96. Public Shareholders may elect to redeem their shares even if they vote for the Business Combination. A Public Shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a partnership, limited partnership or syndicate, or other group for the purposes of acquiring, holding or disposing of the Public Shares, will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the Public Shares (i.e., in excess of 1,695,380 Public Shares) in connection with any vote on a business combination. APAC has no specified maximum redemption threshold under the SPAC Articles, other than the aforementioned 15% threshold. Each redemption of Public Shares by Public Shareholders will reduce the amount in the Trust Account. Under the terms of the Business Combination Agreement, to the extent that the NTA Proposal has not been passed, APAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after deducting the aggregate amount payable with respect to all Public Shares in respect of which the eligible holder has validly exercised (and not validly revoked, withdrawn or lost) his, her or its redemption right (the “Net Tangible Assets Condition”). Holders of outstanding Public Warrants and Private Placement Warrants do not have redemption rights in connection with the Business Combination. Unless otherwise specified, the information in the accompanying proxy statement/prospectus assumes that none of the Public Shareholders exercise their redemption rights with respect to their Public Shares.
The holders of Founder Shares, which include AP Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and APAC’s independent directors (collectively, and together with the Sponsor, the “Initial Shareholders”), currently own 27.6% of APAC’s issued and outstanding ordinary shares. Pursuant to a letter agreement dated December 16, 2021 by and among APAC, the

Initial Shareholders and certain other directors of APAC (the “Letter Agreement”), the execution and delivery of which is a condition precedent to the obligations of APAC’s IPO underwriter under the underwriting agreement dated December 16, 2021, between Credit Suisse Securities (USA) LLC and APAC (the “Underwriting Agreement”), the Initial Shareholders and APAC’s other directors and officers have agreed, for no consideration, to (i) vote any ordinary shares of APAC that they hold in favor of the Business Combination (including any proposals recommended by the board of directors of APAC (the “APAC Board”) in connection with such Business Combination); (ii) waive their redemption rights with respect to such shares in connection with the consummation of the Business Combination; and (iii) waive their interest or claim of any kind in or to any monies held in the Trust Account or any other asset of APAC as a result of any liquidation of APAC with respect to their Founder Shares. In addition, pursuant to a sponsor support agreement and deed entered concurrently with the execution and delivery of the Business Combination Agreement by and among APAC, PubCo, JEPLAN, the Initial Shareholders and certain other directors and officers of APAC (as amended and restated on September 8, 2023, and as may be further amended, supplemented and/or restated from time to time, the “Sponsor Support Agreement”), as a material inducement to JEPLAN to enter into the Business Combination Agreement, the Initial Shareholders and APAC’s other directors and officers have agreed, for no consideration, to (i) vote all of the Founder Shares held by such person as of the date of the Sponsor Support Agreement and any ordinary shares of APAC acquired by such person after the date of the Sponsor Support Agreement (collectively, the “Sponsor Party Subject Shares”) in favor of the transactions contemplated by the Business Combination Agreement and related documents and proposals, (ii) vote against any transactions, proposals or amendment of the organizational documents of APAC that would be reasonably likely to in any material respect, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by APAC of, prevent or nullify any provision of the Business Combination Agreement or any other related transaction document or transaction, or change the voting rights of any class of APAC’s share capital in any manner, (iii) waive or not otherwise perfect any anti-dilution or similar protection with respect to any Sponsor Party Subject Shares, (iv) not exercise such person’s redemption rights with respect to any Sponsor Party Subject Shares in connection with the Business Combination and (v) not exercise any dissenters’ rights with respect to any share of APAC in connection with the Business Combination, among other things.
APAC is providing the accompanying proxy statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournments or postponements of the Extraordinary General Meeting. Information about the Extraordinary General Meeting, the Business Combination and other related business to be considered by APAC’s shareholders at the Extraordinary General Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Extraordinary General Meeting, all APAC shareholders are urged to read carefully and in its entirety the accompanying proxy statement/prospectus, including the annexes and the accompanying financial statements of JEPLAN and APAC and the unaudited pro forma financial information of PubCo. In particular, you are urged to carefully read the section entitled “Risk Factors” beginning on page 75 of the accompanying proxy statement/prospectus.
After careful consideration, the APAC Board has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Merger, and unanimously recommends that APAC shareholders vote “FOR” adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Merger, and “FOR” all other proposals presented to APAC shareholders in the accompanying proxy statement/prospectus. When you consider the APAC Board’s recommendation of these proposals, you should keep in mind that certain APAC directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. Please see the section entitled “The Business Combination — Interests of Certain Persons in the Business Combination” for additional information.
The approval of each of the Business Combination Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the shareholders of APAC that are entitled to vote and who attend and vote at the Extraordinary General Meeting. The approval of each of the Merger Proposal and the NTA Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of a majority of at least two-thirds of the shareholders of APAC that are entitled to vote and who attend and vote at the Extraordinary General Meeting. The APAC Board unanimously recommends that you vote “FOR” each of these proposals.
Your vote is very important. Whether or not you plan to attend the Extraordinary General Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to ensure that your shares are represented at the Extraordinary General Meeting. If you hold your shares in “street name” through a bank, broker, or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting. The transactions contemplated by the Business Combination Agreement, including the Merger, will be consummated only if the Business Combination Proposal and the Merger Proposal are approved at the Extraordinary General Meeting. The Business Combination Proposal and the Merger Proposal are cross-conditioned on each other. The NTA Proposal is conditioned upon the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus.
If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals to be presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker, or other nominee how to vote, and do not attend the Extraordinary General Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT APAC REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO THE TRANSFER AGENT NO LATER THAN [           ], 2024 (TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING). YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of the APAC Board, I would like to thank you for your support of AP Acquisition Corp and look forward to a successful completion of the Business Combination.
Sincerely,
Keiichi Suzuki
Chief Executive Officer
[           ], 2024
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Investing in our securities involves a high degree of risk. Before making an investment decision, please read the information under the section entitled “Risk Factors” elsewhere in the accompanying proxy statement/prospectus and under similar headings or in any amendment or supplement to the accompanying proxy statement/prospectus.
The accompanying proxy statement/prospectus is dated [        ], 2024, and is expected to be first mailed or otherwise delivered to APAC shareholders on or about [        ], 2024.

 
AP ACQUISITION CORP
10 COLLYER QUAY,
#37-00 OCEAN FINANCIAL CENTER
SINGAPORE
NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON [           ], 2024
PROXY STATEMENT
To the Shareholders of AP Acquisition Corp:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of AP Acquisition Corp, a Cayman Islands exempted company limited by shares, which we refer to as “we,” “us,” “our,” “SPAC” or “APAC,” will be held at, Eastern Time, on [           ], 2024 (the “Extraordinary General Meeting”). The Extraordinary General Meeting will be held virtually, at [           ]. For the purposes of our amended and restated memorandum and articles of association (the “SPAC Articles”), the physical location of the Extraordinary General Meeting shall be [           ].
At the Extraordinary General Meeting, you will be asked to consider and vote upon a proposal, which we refer to as the “Business Combination Proposal” or “Proposal No. 1,” by ordinary resolution to approve and adopt the business combination agreement, dated June 16, 2023 (as it may be further amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), by and among (i) JEPLAN Holdings, Inc., a Japanese corporation (kabushiki kaisha) incorporated under the laws of Japan (“PubCo”), (ii) APAC, (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 (“JEPLAN” or the “Company”), and the transactions contemplated by the Business Combination Agreement (the “Business Combination”), a copy of which is attached to this proxy statement/prospectus as Annex A.
Pursuant to the Business Combination Agreement, PubCo and the Company shall, on the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the Companies Act of Japan (Act No. 86 of 2005) (the “Japan Act”) and other applicable laws, implement and consummate (i) the statutory share for share exchange (kabushiki-koukan) of PubCo and the Company (the “Share Exchange”) whereby (a) PubCo will acquire from holders of JEPLAN’s common shares, no par value per share (each, a “JEPLAN Common Share,” and such holders, “JEPLAN Shareholders”) each JEPLAN Common Share issued and outstanding immediately prior to the effective time of the Share Exchange (the “Share Exchange Effective Time”) in consideration of such fraction of a newly issued common share of PubCo, no par value per share (each, a “PubCo Common Share”) that is equal to the Exchange Ratio (as defined in this proxy statement/prospectus), provided that each JEPLAN Shareholder may elect to receive, in lieu of PubCo Common Shares, American depositary shares, each representing one PubCo Common Share (each, an “ADS”) and (b) each unexercised option to purchase JEPLAN Common Shares issued and outstanding immediately prior to the Share Exchange Effective Time will be exchanged for an option to purchase such fraction of PubCo Common Shares that is equal to the Exchange Ratio; (ii) the allotment and issuance to Merger Sub, prior to the Share Exchange Effective Time, a number of PubCo Common Shares equal to the aggregate number of ADSs to be issued to holders of APAC’s ordinary shares pursuant to the Business Combination Agreement and a number of warrants of PubCo equal to the aggregate number of PubCo Warrants to be distributed to holders of APAC’s warrants pursuant to the Business Combination Agreement; and (iii) certain other pre-merger transactions (collectively, the “Pre-Merger Reorganization”). At the Share Exchange Effective Time, JEPLAN Shareholders immediately before the Share Exchange Effective Time shall become holders of the PubCo Common Shares, and JEPLAN shall become a direct, wholly-owned subsidiary of PubCo.
Immediately following the Pre-Merger Reorganization, Merger Sub will merge with and into APAC (the “Merger”), with APAC being the surviving entity and becoming a wholly-owned subsidiary of PubCo, upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the applicable provisions of the Companies Act (As Revised) of the Cayman Islands (the “Cayman Islands Companies Act”). Immediately prior to the time when the Plan of Merger, a copy of which is attached to the accompanying proxy statement/prospectus as Annex B, is registered by the Registrar of
 

 
Companies of the Cayman Islands or at such later time permitted by the Cayman Islands Companies Act as may be agreed by Merger Sub and APAC in writing and specified in the Plan of Merger (the “Merger Effective Time”), each Class B ordinary share of APAC, par value $0.0001 per share (“Founder Share”) shall be automatically converted into one Class A ordinary share of APAC, par value $0.0001 per share (“Public Share”). At the Merger Effective Time, (i) each unit of APAC issued in its initial public offering (“SPAC Unit”) issued and outstanding immediately prior to the Merger Effective Time will be automatically detached and the holder thereof will be deemed to hold one Public Share and one-half of one public warrant of APAC (“Public Warrant”); (ii) each Public Share issued and outstanding immediately prior to the Merger Effective Time, including Public Shares held as a result of the separation of SPAC Units or the conversion of Founder Shares and excluding treasury shares of APAC, if any, Public Shares in respect of which an eligible holder has validly exercised its redemption rights and Public Shares for which the holder has validly exercised its dissenter’s rights, shall automatically be cancelled and cease to exist in exchange for the right to receive one ADS, and each APAC shareholder shall cease to have any other rights in and to their shares of APAC, except as expressly provided in the Business Combination Agreement; (iii) each Public Warrant outstanding immediately prior to the Merger Effective Time, including Public Warrants held as a result of the separation of SPAC Units, shall automatically cease to exist in exchange for a PubCo Series 1 warrant (“PubCo Series 1 Warrant”); (iv) each warrant of APAC issued in a private placement in connection with its IPO (each, a “Private Placement Warrant”) outstanding immediately prior to the Merger Effective Time shall automatically cease to exist in exchange for a PubCo Series 2 warrant (“PubCo Series 2 Warrant”); and (v) all shares of Merger Sub issued and outstanding immediately prior to the Merger Effective Time shall automatically be converted into one validly issued, fully paid and non-assessable ordinary share of APAC as the surviving entity, which ordinary share shall constitute the only issued and outstanding share in the capital of APAC. Subject to the Japan Act, each PubCo Series 1 Warrant and each PubCo Series 2 Warrant shall continue to have and be subject to substantially the same terms and conditions as were applicable to Public Warrants and Private Placement Warrants immediately prior to the Merger Effective Time (including any repurchase rights and cashless exercise provisions), respectively.
In addition to the Business Combination Proposal, APAC shareholders are being asked to:
(i)
consider and vote upon a proposal by special resolution at the Extraordinary General Meeting to approve the Merger and authorize, approve and confirm the Plan of Merger, a copy of which is attached to this proxy statement/prospectus as Annex B, independently of the proposal by ordinary resolution to approve the Business Combination (the “Merger Proposal”) (Proposal No. 2);
(ii)
consider and vote upon, as a special resolution, a proposal (the “NTA Proposal”) to approve and adopt an amendment to the SPAC Articles, which amendment shall become effective immediately prior to the consummation of the proposed Business Combination, to remove from the SPAC Articles the requirements that APAC shall have at least $5,000,001 of net tangible assets pursuant to Articles 49.2, 49.4, 49.5 and 49.8 of the SPAC Articles. The NTA Proposal is conditioned upon the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, then the NTA Proposal will have no effect, even if approved by APAC shareholders. A copy of the NTA Amendment to the SPAC Articles is attached to the accompanying proxy statement/prospectus as Annex C (Proposal No. 3); and
(iii)
consider and vote upon, if presented, by ordinary resolution at the Extraordinary General Meeting to approve a proposal to adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for a vote or if the Minimum Cash Condition in the Business Combination Agreement would not be satisfied due to redemptions of Public Shares (the “Adjournment Proposal”) (Proposal No. 4).
The above matters are more fully described in this proxy statement/prospectus. You are urged to carefully read this proxy statement/prospectus in its entirety, including the annexes and accompanying financial statements of APAC and JEPLAN and the unaudited pro forma financial information of PubCo.
The record date for the Extraordinary General Meeting is [           ], 2024. Only APAC shareholders of record at the close of business on that date may vote at the Extraordinary General Meeting or any postponement or adjournment thereof.
 

 
Pursuant to the SPAC Articles, APAC is providing holders of its Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares in connection with the Business Combination at a per-share price, payable in cash, equal to a pro-rata portion of the aggregate amount then on deposit in the trust account established in connection with the IPO (the “Trust Account”), as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to APAC to pay its taxes, divided by the number of then outstanding Public Shares. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account as of January 24, 2024, the estimated per-share redemption price would have been approximately $11.16. Public Shareholders may elect to redeem their shares even if they vote for the Business Combination. A Public Shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a partnership, limited partnership or syndicate, or other group for the purposes of acquiring, holding or disposing of the Public Shares, will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the Public Shares (i.e., in excess of 1,695,380 Public Shares) in connection with any vote on a business combination. APAC has no specified maximum redemption threshold under the SPAC Articles, other than the aforementioned 15% threshold. Each redemption of Public Shares by Public Shareholders will reduce the amount in the Trust Account. Under the terms of the Business Combination Agreement, to the extent that the NTA Proposal has not been passed, APAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after deducting the aggregate amount payable with respect to all Public Shares in respect of which the eligible holder has validly exercised (and not validly revoked, withdrawn or lost) his, her or its redemption right (the “Net Tangible Assets Condition”). Holders of outstanding Public Warrants and Private Placement Warrants do not have redemption rights in connection with the Business Combination. Unless otherwise specified, the information in the accompanying proxy statement/prospectus assumes that none of the Public Shareholders exercise their redemption rights with respect to their Public Shares.
The holders of Founder Shares, which include AP Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and APAC’s independent directors (collectively, the “Initial Shareholders”), currently own 27.6% of APAC’s issued and outstanding ordinary shares. Pursuant to a letter agreement dated December 16, 2021 by and among APAC, the Initial Shareholders and certain other directors and officers of APAC, the execution and delivery of which is a condition precedent to the obligations of APAC’s IPO underwriter under the Underwriting Agreement (the “Letter Agreement”), the Initial Shareholders and APAC’s other directors and officers have agreed, for no consideration, to (i) vote any ordinary shares of APAC that they hold in favor of the Business Combination (including any proposals recommended by the board of directors of APAC (the “APAC Board”) in connection with such Business Combination); (ii) waive their redemption rights with respect to such shares in connection with the consummation of the Business Combination; and (iii) waive their interest or claim of any kind in or to any monies held in the Trust Account or any other asset of APAC as a result of any liquidation of APAC with respect to their Founder Shares. In addition, pursuant to a sponsor support agreement and deed entered concurrently with the execution and delivery of the Business Combination Agreement by and among APAC, PubCo, JEPLAN, the Initial Shareholders and certain other directors and officers of APAC (as amended and restated on September 8, 2023, and as may be further amended, supplemented and/or restated from time to time, the “Sponsor Support Agreement”), as a material inducement to JEPLAN to enter into the Business Combination Agreement, the Initial Shareholders and APAC’s other directors and officers have agreed, for no consideration, to (i) vote all of the Founder Shares held by such person as of the date of the Sponsor Support Agreement and any ordinary shares of APAC acquired by such person after the date of the Sponsor Support Agreement (collectively, the “Sponsor Party Subject Shares”) in favor of the transactions contemplated by the Business Combination Agreement and related documents and proposals, (ii) vote against any transactions, proposals or amendment of the organizational documents of APAC that would be reasonably likely to in any material respect, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by APAC of, prevent or nullify any provision of the Business Combination Agreement or any other related transaction document or transaction, or change the voting rights of any class of APAC’s share capital in any manner, (iii) waive or not otherwise perfect any anti-dilution or similar protection with respect to any Sponsor Party Subject Shares, (iv) not exercise such person’s redemption rights with respect to any Sponsor Party Subject Shares in connection with the Business Combination and (v) not exercise any dissenters’ rights with respect to any share of APAC in connection with the Business Combination, among other things.
 

 
The closing of the Business Combination is conditioned upon the approval of the Business Combination Proposal and the Merger Proposal, which are cross-conditioned on each other. The NTA Proposal is conditioned upon the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.
Your vote is very important, regardless of the number of shares you own. Please vote as soon as possible to ensure that your vote is counted, regardless of whether you expect to attend the Extraordinary General Meeting. Please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided. You may also submit a proxy by telephone or via the internet by following the instructions printed on your proxy card. If you are a holder of Public Shares, you may also cast your vote virtually at the Extraordinary General Meeting.
The approval of each of the Business Combination Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the shareholders of APAC that are entitled to vote and who attend and vote at the Extraordinary General Meeting. The approval of each of the Merger Proposal and the NTA Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of a majority of at least two-thirds of the shareholders of APAC that are entitled to vote and who attend and vote at the Extraordinary General Meeting. The APAC Board unanimously recommends that you vote “FOR” each of these proposals.
Your attention is directed to the proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and related transactions and each of our proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali LLC, at (800) 662-5200. Banks and brokerage firms may call collect at (203) 658-9400.
By Order of the Board of Directors
Keiichi Suzuki
Chief Executive Officer
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Investing in our securities involves a high degree of risk. Before making an investment decision, please read the information under the section entitled “Risk Factors” elsewhere in this proxy statement/prospectus and under similar headings or in any amendment or supplement to this proxy statement/prospectus.
This proxy statement/prospectus is dated [           ], 2024, and is expected to be first mailed or otherwise delivered to APAC shareholders on or about [           ], 2024.
 

 
TABLE OF CONTENTS
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ABOUT THIS PROXY STATEMENT/PROSPECTUS
This document, which forms part of a registration statement on Form F-4 filed with the SEC by JEPLAN Holdings, Inc., a joint stock corporation with limited liability organized under the laws of Japan (“PubCo”), constitutes a prospectus of PubCo under Section 5 of the Securities Act, with respect to the PubCo Common Shares represented by ADSs and PubCo Warrants to be issued to the holders of Public Shares and Public Warrants, respectively, and the issuance of PubCo Common Shares and options exercisable for PubCo Common Shares to the equityholders of JEPLAN in connection with the Share Exchange, if the Business Combination described herein is consummated. With respect to APAC and the holders of Public Shares, this proxy statement/prospectus also serves as and constitutes a notice of extraordinary general meeting and a proxy statement under Section 14(a) of the Exchange Act with respect to the Extraordinary General Meeting of APAC shareholders being held on [           ], 2024, where APAC shareholders will vote on, among other things, the proposed Business Combination and related transactions and each of the Business Combination Proposal, the Merger Proposal, the NTA Proposal and, if presented, the Adjournment Proposal.
This document does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction or to any person to whom it would be unlawful to make such offer.
Financial Statement Presentation
The functional currency and reporting currency of each of PubCo and JEPLAN is the Japanese yen (“JPY” or “¥”). The functional currency of APAC is the U.S. dollar (“USD” or “$”); however, certain U.S. dollar amounts have been converted to Japanese yen for the purposes of this proxy statement/prospectus. Convenience translations with respect to financial information as of September 30, 2023 included in this proxy statement/prospectus of Japanese yen into U.S. dollars have been made at the exchange rate of ¥149.430 = $1.00, which was the foreign exchange rate on September 29, 2023 as reported by the U.S. Federal Reserve in its weekly release on October 2, 2023, at https://www.federalreserve.gov/releases/h10/20231002/. Convenience translations with respect to financial information as of June 30, 2023 included in this proxy statement/prospectus of Japanese yen into U.S. dollars have been made at the exchange rate of ¥144.470 = $1.00, which was the foreign exchange rate on June 30, 2023 as reported by the U.S. Federal Reserve in its weekly release on July 3, 2023, at https://www.federalreserve.gov/releases/h10/20230703/. All other convenience translations included in this proxy statement/prospectus of Japanese yen into U.S. dollars have been made at the exchange rate of ¥131.810 = $1.00, which was the foreign exchange rate on December 30, 2022 as reported by the U.S. Federal Reserve in its weekly release on January 3, 2023, at https://www.federalreserve.gov/releases/h10/20230103/.
The historical financial statements of JEPLAN are prepared in accordance with the International Financial Reporting Standards (“IFRS”). JEPLAN’s fiscal year ends on December 31 of each year, as does its reporting year. JEPLAN’s most recent fiscal year ended on December 31, 2022. See Note 2 to JEPLAN’s audited financial statements as of and for the year ended December 31, 2022, included elsewhere in this proxy statement/prospectus, for a discussion of the basis of presentation, functional currency, and translation of JEPLAN’s financial statements.
Trademarks, Tradenames, and Service Marks
This proxy statement/prospectus includes trademarks, tradenames, service marks and other intellectual properties, certain of which belong to APAC or JEPLAN (or one of its subsidiaries) and others that are the property of other organizations. Solely for convenience, trademarks, tradenames and service marks referred to in this proxy statement/prospectus appear without the ®, TM and SM symbols, but the absence of those symbols is not intended to indicate, in any way, that APAC or JEPLAN will not assert their rights or that the applicable owner will not assert its rights to these trademarks, tradenames and service marks to the fullest extent under applicable law. Neither APAC nor JEPLAN intend that their use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of APAC or JEPLAN by, these other parties.
 
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MARKET AND INDUSTRY DATA
This proxy statement/prospectus contains estimates, projections, and other information concerning JEPLAN’s industry and business, as well as data regarding market research, estimates, and forecasts prepared by JEPLAN’s management. Information that is based on estimates, forecasts, projections, market research, or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. The industry in which JEPLAN operates is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled “Risk Factors.” Unless otherwise expressly stated, JEPLAN obtained industry, business, market, and other data from reports, research surveys, studies, and similar data prepared by market research firms and other third parties, industry and general publications, government data, and similar sources. In some cases, JEPLAN does not expressly refer to the sources from which this data is derived. In that regard, when JEPLAN refers to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from sources that JEPLAN paid for, sponsored, or conducted, unless otherwise expressly stated or the context otherwise requires. Forecasts and other forward-looking information with respect to industry, business, market, and other data are subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this proxy statement/prospectus. See “Cautionary Note Regarding Forward-Looking Statements.
 
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FREQUENTLY USED TERMS
In this document:
“Acquisition Entities” means PubCo and Merger Sub.
“Action” means any charge, claim, action, complaint, petition, prosecution, audit, investigation, appeal, suit, litigation, injunction, writ, order, arbitration, mediation, or other similar proceeding initiated or conducted by a mediator, arbitrator or Governmental Authority, whether administrative, civil, regulatory, or criminal, and whether at law or in equity, or otherwise under any applicable Laws.
“Additional Shareholder Lock-Up Agreement” means each shareholder lock-up agreement in substantially the same form as the Initial Shareholder Lock-Up Agreement, entered into by one or more JEPLAN Shareholders after the execution and delivery of the Business Combination Agreement with APAC, PubCo and JEPLAN, as may be amended, modified, or supplemented from time to time.
“Additional Shareholder Support Agreement” means each shareholder support agreement in substantially the same form as the Initial Shareholder Support Agreement, entered into by one or more JEPLAN Shareholders after the execution and delivery of the Business Combination Agreement with APAC, PubCo and JEPLAN, as may be amended, modified, or supplemented from time to time.
“Adjournment Proposal” means the proposal by ordinary resolution to, if necessary, adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for a vote or if the Minimum Cash Condition in the Business Combination Agreement would not be satisfied due to redemptions of Public Shares.
“ADSs” means American Depositary Shares representing PubCo Common Shares, each ADS representing one PubCo Common Share.
“Business Combination” means the transactions contemplated by the Business Combination Agreement.
“Business Combination Agreement” means the Business Combination Agreement, dated as of June 16, 2023, as may be amended, by and among APAC, JEPLAN, PubCo, and Merger Sub.
“Business Combination Deadline” means the date by which APAC must complete a business combination, i.e., June 21, 2024, or such earlier date as determined by APAC’s board of directors or such later date that APAC’s shareholders may approve.
“Business Combination Proposal” means the proposal by ordinary resolution to approve the adoption of the Business Combination Agreement, the Business Combination and the Transaction Documents to which APAC is or will be a party.
“Business Day” means any day on which the principal offices of the SEC in Washington, D.C. are open to accept filings and on which banks are not required or authorized to close in New York, New York in the United States of America, the Cayman Islands, or Tokyo, Japan.
“Cayman Islands Companies Act” means the Companies Act (As Revised) of the Cayman Islands.
“Closing” means the consummation of the Business Combination.
“Closing Date” means the date upon which the Closing is to occur.
“Code” means the Internal Revenue Code of 1986, as amended.
“Company” or “JEPLAN” means JEPLAN, Inc., a Japanese corporation (kabushiki kaisha) incorporated under the laws of Japan.
“Company Acquisition Proposal” means, subject to certain exceptions, (a) any, direct or indirect, acquisition by any third party, in one transaction or a series of transactions, of JEPLAN or of more than 10% of the consolidated total assets, equity securities or businesses of JEPLAN and its controlled affiliates taken as a whole (whether by merger, consolidation, scheme of arrangement, business combination,
 
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reorganization, recapitalization, purchase or issuance of equity securities, purchase of assets, tender offer or otherwise) other than the Transactions, (b) any direct or indirect acquisition by any third party, in one transaction or a series of transactions, of voting equity securities representing more than 10%, by voting power, of (x) JEPLAN (whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, tender offer or otherwise) or (y) JEPLAN’s controlled affiliates that comprise more than 10% of the consolidated total assets, revenues or earning power of JEPLAN and its controlled affiliates taken as a whole, in each case, other than the Transactions, (c) any direct or indirect acquisition by any third party, in one transaction or a series of transactions, of more than 10% of the consolidated total assets, revenues or earning power of JEPLAN and its controlled affiliates taken as a whole, other than by APAC or its affiliates or pursuant to the Transactions or (d) the issuance by JEPLAN of more than 10% of its voting equity securities as consideration for the assets or securities of a third party (whether an entity, business or otherwise), other than the Transactions.
“Company Material Adverse Effect” means any event that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (i) the business, assets and liabilities, results of operations, or financial condition of JEPLAN and its subsidiaries, taken as a whole or (ii) the ability of JEPLAN, any of its subsidiaries, or any of the Acquisition Entities to consummate the Transactions; provided, however, that in no event would any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “Company Material Adverse Effect”: (a) any change in applicable Laws or IFRS or any interpretation thereof following the date of the Business Combination Agreement, (b) any change in interest rates or economic, political, business or financial market conditions generally, (c) the taking or refraining from taking of any action expressly required to be taken or refrained from being taken under the Business Combination Agreement, (d) any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions, or similar occurrences), epidemic or pandemic, acts of nature, or change in climate, (e) any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national, or international political conditions, riots, or insurrections, (f) any failure in and of itself of the Company and any of its subsidiaries to meet any projections or forecasts; provided, however, that the exception in (f) shall not prevent or otherwise affect a determination that any change, effect, or development underlying such change has resulted in, or contributed to a Company Material Adverse Effect, (g) any Events generally applicable to the industries or markets in which the Company or any of its subsidiaries operate, or (h) the announcement of the Business Combination Agreement and the Transactions, including any termination of, reduction in, or similar adverse impact (but in each case only to the extent attributable to such announcement or consummation) on the Company’s and its subsidiaries’ relationships, contractual or otherwise, with any Governmental Authority, third parties, or other person; provided, however, that in the case of each of (b), (d), (e) and (g), any such Event to the extent it disproportionately affects the Company or any of its subsidiaries relative to other similarly situated participants in the industries and geographies in which such persons operate shall not be excluded from the determination of whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect.
“Company Organizational Documents” means the Articles of Incorporation of JEPLAN, as amended, modified, or supplemented from time to time.
“Company Transaction Expenses” means any out-of-pocket fees and expenses payable by JEPLAN, any of its subsidiaries or affiliates, or any of the Acquisition Entities (whether or not billed or accrued for) as a result of or in connection with the negotiation, documentation and consummation, of the Transactions, including (a) all fees, costs, expenses, brokerage fees, commissions, finders’ fees, and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants, and other advisors and service providers, including consultants and public relations firms and (b) any and all filing fees payable by JEPLAN or any of its subsidiaries to Governmental Authorities in connection with the Transactions, provided that JEPLAN shall only be responsible for 50% of all printer fees, costs and expenses in connection with the preparation of Transactions-related filings to be made by APAC or PubCo with the SEC (excluding (i) fees and expenses incurred in connection with APAC’s ongoing reporting obligations under the Exchange Act and (ii) the printing and mailing costs associated with the distribution of this proxy statement, including amendments or supplements thereto, to the APAC shareholders).
“Computershare” means Computershare Inc., a Delaware corporation and Computershare Trust Company, N.A., a federally chartered trust company and an affiliate of Computershare Inc.
 
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“Continental” means Continental Stock Transfer & Trust Company, APAC’s transfer agent and warrant agent.
“COVID-19” means the novel coronavirus known as SARS-CoV-2 or COVID-19, and any evolutions, mutations thereof or related or associated epidemics, pandemic, or disease outbreaks.
“Deferred Discount Waiver” means the waiver of Credit Suisse Securities (USA) LLC (“Credit Suisse”), the underwriter of the IPO, pursuant to a letter agreement between Credit Suisse and APAC, dated April 12, 2023, whereby Credit Suisse waived its right to receive a deferred underwriting fee in the amount of $6,037,500 (the “Deferred Discount”) under the Underwriting Agreement, dated December 16, 2021, between Credit Suisse and APAC, provided that the Merger is consummated.
“Deposit Agreement” means that certain Deposit Agreement to be entered into at the Closing, by and among the Depositary, PubCo, and the holders and beneficial owners of the ADSs.
“Depositary” means The Bank of New York Mellon, as depositary bank under the Deposit Agreement.
“Event” means any event, state of facts, development, change, circumstance, occurrence or effect.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Exchange Ratio” means the quotient obtained by dividing (A) the result of dividing (x) $300,000,000 by (y) the amount equal to, without duplication, (a) the aggregate number of JEPLAN Common Shares (i) that are issued and outstanding immediately prior to the Share Exchange Effective Time and (ii) that are issuable upon the exercise or settlement of all JEPLAN Options, warrants, convertible notes and other equity securities of JEPLAN that are issued and outstanding immediately prior to the Share Exchange Effective Time, after subtracting (b) the JEPLAN Common Shares held JEPLAN or any of its subsidiaries as treasury shares; by (B) $10.00.
“Extension Option” means APAC’s option, if requested by the Sponsor and upon deposit of an additional $0.10 per Public Share (a total of $1,725,000) into the Trust Account, to extend the available time to consummate its initial business combination for up to two times by an additional three months each time.
“Extraordinary General Meeting” means the Extraordinary General Meeting of APAC with respect to the Proposals.
“Founder Shares” mean the Class B ordinary shares of APAC, par value $0.0001 per share.
“GAAP” means generally accepted accounting principles as in effect in the United States from time to time.
“Governmental Authority” means the government of any nation, province, state, city, locality or other political subdivision of any thereof, any entity exercising executive, legislative, judicial, regulatory, taxing or administrative functions of, or pertaining to, any government, regulation or compliance, or any arbitrator, mediator or arbitral body, any self-regulated organization, stock exchange, or quasi-governmental authority, and any company, businesses, enterprise, or other entities owned or controlled by the above Governmental Authorities.
“IASB” means the International Accounting Standards Board.
“IFRS” means the International Financial Reporting Standards, as issued by the IFRS Foundation and adopted by the IASB.
“Initial Shareholders” mean holders of Founder Shares, which include (i) AP Sponsor LLC, with such limited liability company member interests being beneficially owned by Richard Lee Folsom, (ii) Shankar Krishnamoorthy, (iii) Henrik Baek Jorgensen and (iv) Helena Anderson.
“Initial Shareholder Lock-Up Agreement” means that certain shareholder lock-up agreement, entered concurrently with the execution and delivery of the Business Combination Agreement, by and among JEPLAN, PubCo, APAC, and certain JEPLAN Shareholders, as may be amended, modified, or supplemented from time to time.
 
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“Initial Shareholder Support Agreement” means the shareholder support agreement, entered concurrently with the execution and delivery of the Business Combination Agreement, by and among APAC, PubCo, JEPLAN and certain JEPLAN Shareholders, as may be amended, modified, or supplemented from time to time.
“Intellectual Property” means all intellectual property, industrial property and proprietary rights in any and all jurisdictions worldwide, including rights in: (a) Patents, (b) Trademarks, (c) copyrights and copyrightable works, (d) Trade Secrets, (e) Software, (f) “moral” rights, rights of publicity or privacy, data base or data collection rights and other similar intellectual property rights, (g) registrations, applications, and renewals for any of the foregoing in (a)-(f), and (h) all rights in the foregoing.
“Interim Period” means the period from the date of the Business Combination Agreement through the earlier of the Closing or valid termination of the Business Combination Agreement.
“IPO” means APAC’s initial public offering of SPAC Units, consummated on December 21, 2021.
“JEPLAN Common Shares” means JEPLAN’s common shares, no par value per share, representing the entire share capital of JEPLAN.
“JEPLAN Disclosure Schedule” means the disclosure schedule delivered by JEPLAN in connection with the Business Combination Agreement.
“JEPLAN Option” means each outstanding and unexercised option to purchase JEPLAN Common Shares granted pursuant to certain option allocation agreements.
“JEPLAN Shareholder Approval” means (i) the approval by the shareholders meeting of JEPLAN pursuant to the terms and subject to the conditions of the articles of incorporation of JEPLAN in effect and applicable Laws and (ii) the separate consent from one major shareholder of JEPLAN which has approval rights on the Business Combination, with respect to the Pre-Merger Reorganization and the other Transactions.
“JEPLAN Shareholders” means the holders of JEPLAN Common Shares.
“Law” means any federal, national, state, county, municipal, provincial, local, foreign or multinational, statute, constitution, common law, ordinance, code, decree, order, judgment, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority.
“Merger” means the merging of Merger Sub with and into APAC pursuant to the Cayman Islands Companies Act, with APAC surviving the Merger as a wholly-owned subsidiary of PubCo.
“Merger Consideration” means, collectively, all ADSs issued by PubCo to holders of Public Shares in connection with the Merger and all PubCo Common Shares issued to certain holders of Public Shares issued as a result of the SPAC Class B Conversion in connection with the Merger.
“Merger Effective Time” means the date to be specified by the Plan of Merger when the Merger shall become effective in accordance with sections 233 and 234 of the Cayman Islands Companies Act.
“Merger Proposal” means the proposal by special resolution to approve and confirm the Plan of Merger.
“Merger Sub” means 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.
“Minimum Cash Condition” means the amount of cash available in the Trust Account following the Extraordinary General Meeting (after deducting (i) the aggregate amount payable to APAC’s shareholders exercising their redemption rights, (ii) all out-of-pocket fees and expenses paid or payable by APAC, Sponsor or their respective affiliates in connection with the Business Combination or otherwise in connection with any ordinary course business activities and operations of APAC and (iii) all out-of-pocket fees and expenses paid or payable by the Company or its affiliates in connection with the Business Combination), plus cash proceeds from any PIPE Investment that have been funded to, or that will be funded in connection with the closing of the Merger, in the aggregate equaling no less than $30,000,000.
 
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“Net Tangible Assets Condition” means the condition to each party’s obligation to consummate the Business Combination that, to the extent that the NTA Proposal has not been passed, after deducting the aggregate amount payable with respect to all Public Shares in respect of which the eligible holder has validly exercised (and not validly revoked, withdrawn or lost) his, her or its redemption rights, APAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act).
“NTA Amendment” means the proposed amendment to remove from the SPAC Articles the requirements that APAC shall have at least $5,000,001 of net tangible assets pursuant to Articles 49.2, 49.4, 49.5 and 49.8 of the SPAC Articles.
“NTA Proposal” means the proposal by special resolution to approve and authorize the NTA Amendment.
“NYSE” means the New York Stock Exchange.
“PCAOB” means the Public Company Accounting Oversight Board and any division or subdivision thereof.
“PFIC” means passive foreign investment company.
“PIPE” or “PIPE Investment” means purchases of PubCo Common Shares or ADSs on the Closing Date and immediately prior to the Closing by one or more investors.
“Plan of Merger” means the Plan of Merger in the form attached hereto as Annex B.
“Pre-Merger Contribution” means the series of transactions prescribed in Section 3.3(c) of the Business Combination Agreement.
“Pre-Merger Reorganization” means (i) a series of transactions (including the Share Exchange) prescribed in the Pre-Merger Reorganization Schedule and (ii) the Pre-Merger Contribution.
“Pre-Merger Reorganization Schedule” means Section 2.1 of the disclosure letter delivered to APAC by the Company on the date of the Business Combination Agreement.
“Private Placement Warrants” means the warrants to purchase Public Shares purchased in a private placement in connection with the IPO.
“Proposals” means the Business Combination Proposal, the Merger Proposal, the NTA Proposal and, if presented, the Adjournment Proposal.
“PubCo” means JEPLAN Holdings, Inc., a Japanese corporation (kabushiki kaisha) incorporated under the laws of Japan, and its consolidated subsidiaries after giving effect to the Business Combination.
“PubCo Board” means the board of directors of PubCo.
“PubCo Common Shares” means the common shares of PubCo, no par value per share.
“PubCo Exchange Options” means the options exercisable for PubCo Common Shares issued to the equityholders of JEPLAN in connection with the Share Exchange.
“PubCo Exchange Shares” means the PubCo Common Shares issued to the equityholders of JEPLAN in connection with the Share Exchange.
“PubCo Organizational Documents” means the Articles of Incorporation of PubCo as amended, modified, or supplemented from time to time.
“PubCo Warrant” means a warrant (i.e., a stock acquisition right) to purchase one PubCo Common Share that may be deposited with the ADS Depositary for an ADS.
“PubCo Warrant Agreement” means the Amended and Restated Warrant Agreement to be entered into by PubCo and its warrant agent Computershare and effective at the Merger Effective Time, substantially in the form of Exhibit 10.6 to APAC’s Current Report on Form 8-K filed with the SEC on June 16, 2023.
 
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“Public Share” means APAC’s Class A ordinary share, par value $0.0001 per share.
“Public Shareholders” means the holders of Public Shares that were originally issued as part of the SPAC Units sold in the IPO.
“Public Warrant” means a SPAC Warrant issued as part of a SPAC Unit in the IPO.
“Redemption Rights” means the redemption rights provided for in Articles 8 and 49 of the SPAC Articles.
“Registration Rights Agreement” means that certain registration rights agreement to be entered into by and among PubCo, the Initial Shareholders and certain JEPLAN Shareholders at Closing, substantially in the form of Exhibit 10.4 to APAC’s Current Report on Form 8-K filed with the SEC on June 16, 2023.
“SEC” means the U.S. Securities and Exchange Commission.
“Securities Act” means the Securities Act of 1933, as amended.
“Share Exchange” means the statutory share for share exchange (kabushiki-koukan) of PubCo and JEPLAN.
“Share Exchange Agreement” means the share exchange agreement to be entered into by and between the Company and PubCo pursuant to the Japan Act regarding the Share Exchange.
“Share Exchange Effective Time” means such date and time where the Share Exchange becomes effective as provided in the Share Exchange Agreement, or such other date and time mutually agreed in writing by JEPLAN and SPAC.
“Shareholder Lock-Up Agreement” means each of the Initial Shareholder Lock-Up Agreement and the Additional Shareholder Lock-Up Agreements.
“Shareholder Support Agreement” means each of the Initial Shareholder Support Agreement and the Additional Shareholder Support Agreements.
“SPAC” or “APAC” means AP Acquisition Corp, a Cayman Islands exempted company limited by shares.
“SPAC Acquisition Proposal” means (a) any, direct or indirect, acquisition, merger, domestication, reorganization, business combination, “initial business combination” under APAC’s IPO prospectus or similar transaction, in one transaction or a series of transactions, involving APAC or involving all or a material portion of the assets, equity securities or businesses of APAC (whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, purchase of assets, tender offer or otherwise) or (b) any equity or similar investment in APAC or any of its controlled affiliates; in each case, other than the Transactions.
“SPAC Articles” means the Amended and Restated Memorandum and Articles of Association of APAC, as amended, modified, or supplemented from time to time.
“SPAC Class B Conversion” means the automatic conversion of each Founder Share into one Public Share, in accordance with the terms of the SPAC Articles.
“SPAC Disclosure Schedule” means the disclosure schedule delivered by APAC in connection with the Business Combination Agreement.
“SPAC Material Adverse Effect” means any Event that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (i) the business, assets and liabilities, results of operations or financial condition of APAC or (ii) the ability of APAC to consummate the Transactions; provided, however, that in no event would any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “SPAC Material Adverse Effect”: (a) any change in applicable Laws or GAAP or any interpretation thereof following the date of the Business Combination Agreement; (b) any change in interest rates or economic, political, business, or financial market conditions generally; (c) the taking or refraining from taking of any action
 
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expressly required to be taken or refrained from being taken under the Business Combination Agreement; (d) any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions, or similar occurrences), epidemic or pandemic, acts of nature, or change in climate; (e) any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national, or international political conditions, riots, or insurrections; (f) any Events that are cured by APAC prior to the Closing; (g) the announcement of the Business Combination Agreement and the Transactions, including any termination of, reduction in or similar adverse impact (but in each case only to the extent attributable to such announcement or consummation) on APAC’s relationships, contractual or otherwise, with any Governmental Authority, third parties, or other person; (h) the number of APAC shareholders who exercise their Redemption Right, the number of shares held by such APAC shareholders who do wish to exercise dissenter rights or the failure to obtain the SPAC Shareholders’ Approval or (i) any change in the trading price or volume of the SPAC Units, Public Shares, or Public Warrants (provided that the underlying causes of such changes referred to in (i) may be considered in determining whether there is a SPAC Material Adverse Effect, except to the extent such cause is within the scope of any other exception within this definition); provided, however, that in the case of each of (b), (d) and (e), any such Event to the extent it disproportionately affects APAC relative to other special purpose acquisition companies shall not be excluded from the determination of whether there has been, or would reasonably be expected to have, a SPAC Material Adverse Effect. Notwithstanding the foregoing, with respect to APAC, the number of APAC shareholders who exercise their Redemption Right or the failure to obtain the SPAC Shareholders’ Approval shall not be deemed to be a SPAC Material Adverse Effect.
“SPAC ordinary shares” means either the Public Shares or the Founder Shares.
“SPAC Shareholders’ Approval” means the vote of APAC shareholders required to approve the Transaction Proposals, as determined in accordance with applicable Laws and the SPAC Articles.
“SPAC Transaction Expenses” means any out-of-pocket fees and expenses paid or payable by APAC, Sponsor or their respective affiliates (whether or not billed or accrued for) (a) as a result of or in connection with the negotiation, documentation and consummation of the Transactions or (b) otherwise in connection with any business activities and operations of APAC consistent with its final prospectus, dated as of December 16, 2021 and filed with the SEC on December 20, 2021 (Registration No. 333-261440), including (i) the Extension Expenses, (ii) all fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants, and other advisors and service providers, (iii) any loan made to APAC by any of the Sponsor, an affiliate of the Sponsor, or any of APAC’s officers or directors, and evidenced by one or more promissory notes, for the purpose of financing costs incurred in connection with a Business Combination, (iv) all amounts payable by APAC pursuant to the Letter Agreement and (v) any and all filing fees to Governmental Authorities in connection with the Transactions, provided that APAC shall only be responsible for 50% of all printer fees, costs and expenses in connection with the preparation of Transactions-related filings to be made by SPAC or PubCo with the SEC.
“SPAC Unit” means a unit comprising one Public Share and one half of one Public Warrant.
“SPAC Unit Separation” means the detachment of each SPAC Unit issued and outstanding immediately prior to the Merger Effective Time and the holder thereof shall be deemed to hold one Public Share and one-half of one Public Warrant in accordance with the terms of the applicable SPAC Unit.
“SPAC Warrant Agreement” means that certain warrant agreement, dated as of December 16, 2021, by and between SPAC and Continental, as amended, modified or supplemented from time to time.
“SPAC Warrants” means warrants to purchase Public Shares as contemplated under the SPAC Warrant Agreement, with each warrant exercisable for the number of Public Shares at an exercise price per Public Share of $11.50.
“Sponsor” means AP Sponsor LLC, a Cayman Islands limited liability company.
“Sponsor Subscription Agreement” means the Subscription Agreement dated as of September 8, 2023, by and among PubCo, APAC and the Sponsor.
 
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“Sponsor Support Agreement” means the sponsor support agreement and deed, entered concurrently with the execution and delivery of the Business Combination Agreement, by and among APAC, PubCo, JEPLAN, the Initial Shareholders and certain other officers and directors of APAC, as amended and restated on September 8, 2023 and as may be further amended, supplemented and/or restated from time to time.
“Subscription Agreement” means a subscription agreement executed by an investor in a PIPE.
“Transactions” means the transactions contemplated by the Transaction Documents, including the Share Exchange and the Merger.
“Transaction Documents” means, collectively, the Business Combination Agreement, the Share Exchange Agreement, any Subscription Agreements, the Sponsor Support Agreement, the Shareholder Support Agreements, the Shareholder Lock-Up Agreements, the Registration Rights Agreement, the Warrant Assumption Agreement, the PubCo Warrant Agreement (including the exhibits thereto), the Plan of Merger and such other documents as may be required in accordance with the applicable provisions of the Cayman Islands Company Act or by any other applicable Laws to make the Business Combination effective and any other agreements, documents or certificates entered into or delivered pursuant thereto.
“Transaction Proposal” or “Proposal” means each proposal presented at the Extraordinary General Meeting in connection with the consummation of the Transactions.
“Trust Account” means the trust account that holds a portion of the proceeds of the IPO and the simultaneous sale of the Private Placement Warrants.
“Trust Agreement” means that certain Investment Management Trust Agreement, dated as of December 16, 2021, by and between APAC and Continental.
“Warrant Assumption Agreement” means the Warrant Assignment and Assumption Agreement to be entered into by and among PubCo, APAC, Computershare and Continental and effective at the Merger Effective Time, substantially in the form of Exhibit 10.5 to APAC’s Current Report on Form 8-K filed with the SEC on June 16, 2023.
 
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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE EXTRAORDINARY GENERAL MEETING
The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the Extraordinary General Meeting and the proposals to be presented at the Extraordinary General Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that may be important to APAC shareholders. Shareholders are urged to read carefully this entire proxy statement/prospectus, including the annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the Extraordinary General Meeting, which will be held virtually, at [    ]. For the purposes of the SPAC Articles, the physical location of the Extraordinary General Meeting shall be the offices of [    ] located at [    ].
Q:
Why am I receiving this proxy statement/prospectus?
A:
APAC has entered into the Business Combination Agreement with PubCo, Merger Sub and JEPLAN, which provides for the Business Combination in which, among other transactions, Merger Sub will merge with and into APAC, with APAC surviving such merger and becoming a direct wholly-owned subsidiary of PubCo, and JEPLAN will become a direct, wholly owned subsidiary of PubCo. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. As a result of the Business Combination, APAC’s shareholders and JEPLAN Shareholders who receive PubCo Common Shares in the Business Combination will become PubCo shareholders. Please see “The Business Combination” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.
APAC shareholders are being asked to consider and vote upon a proposal by ordinary resolution to approve and adopt the Business Combination Agreement and approve the Transactions contemplated thereby, among other proposals. You are receiving this proxy statement/prospectus because you hold SPAC ordinary shares as of the record date for the Extraordinary General Meeting.
The Public Shares, Public Warrants and SPAC Units are currently listed on the NYSE under the symbols “APCA,” “APCA.WS” and “APCA.U,” respectively. PubCo intends to apply to list the ADSs and PubCo Series 1 Warrants on the NYSE in connection with the Closing under the symbols “JPL” and “JPL WS,” respectively. All outstanding SPAC Units will be separated into their component securities immediately prior to the Closing. Accordingly, PubCo will not have units outstanding following the consummation of the Business Combination.
This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Extraordinary General Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety. This document also constitutes a prospectus of PubCo with respect to the PubCo Common Shares underlying the ADSs and the PubCo Warrants issuable in the Merger.
Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its annexes.
Q:
When and where is the Extraordinary General Meeting?
A:
The Extraordinary General Meeting will be held virtually, at [         ]. For the purposes of the SPAC Articles, the physical location of the Extraordinary General Meeting shall be [         ].
Q:
How can I attend the Extraordinary General Meeting virtually?
APAC is pleased to conduct the Extraordinary General Meeting virtually via the Internet through a live webcast and online shareholder tools. APAC believes a virtual format facilitates shareholder attendance and participation by leveraging technology to allow APAC to communicate more effectively and efficiently with its shareholders. This format empowers shareholders around the world to participate at no cost. APAC will use the virtual format to enhance shareholder access and participation and protect shareholder rights.
 
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Meeting Admission
If you plan to attend the Extraordinary General Meeting virtually, please be aware of what you will need to gain admission, as described below. If you do not comply with the procedures described here for attending the Extraordinary General Meeting virtually, you will not be able to participate in the Extraordinary General Meeting. Shareholders may participate in the Extraordinary General Meeting per the below instructions:
AP Acquisition Corp Virtual Shareholder Extraordinary General Meeting Information:
Meeting Date: [        ], 2024
Meeting Time:
Extraordinary General Meeting webpage (information, webcast, and replay): [       ]
Telephone access (listen-only): [       ]
Within the U.S. and Canada: [       ] (toll-free)
Outside of the U.S. and Canada: [       ] (standard rates apply)
Passcode for telephone access:
[       ]#
To attend virtually and participate in the Extraordinary General Meeting, shareholders of record must use their control number on their Notice of Internet Availability or proxy card to log into [      ]. Beneficial shareholders who do not have a control number may gain access to the meeting by logging into their brokerage firm’s website and selecting the shareholder communications mailbox to link through to the Extraordinary General Meeting. Instructions should also be provided on the voting instruction card provided by their broker, bank or other nominee.
APAC encourages you to access the meeting prior to the start time. Please allow ample time for online check-in, which will begin at [          ]. APAC will have technicians ready to assist if you have difficulties accessing the virtual meeting during the check-in time or during the Extraordinary General Meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or course of the Extraordinary General Meeting, please call [       ].
Voting Before or During the Meeting
Whether you are a shareholder of record or a beneficial shareholder, you may direct how your shares are voted without participating in the Extraordinary General Meeting. APAC encourages shareholders to vote well before the Extraordinary General Meeting, even if they plan to attend the virtual meeting, by completing proxies online or by telephone, or, if they received printed copies of these materials, by mailing their proxy cards. Shareholders can vote via the Internet in advance of or during the meeting. Shareholders who attend the virtual Extraordinary General Meeting should follow the instructions at [       ] to vote or submit questions during the meeting.
Voting online during the meeting will replace any previous votes, and the online polls will close at approximately [       ] on [       ], 2024.
Revoking Your Proxy or Changing Your Vote
Shareholders of record may revoke their proxy at any time before the electronic polls close by submitting a later-dated vote during the Extraordinary General Meeting via the Internet, by telephone, by mail, or by delivering instructions to APAC before the Extraordinary General Meeting commences. Beneficial shareholders may revoke any prior voting instructions by contacting the broker, bank or other nominee that holds their shares or by voting online during the meeting.
Q:
What are the specific proposals on which I am being asked to vote at the Extraordinary General Meeting?
A:
APAC shareholders are being asked to approve the following proposals at the Extraordinary General Meeting:

Business Combination Proposal — a proposal by ordinary resolution to adopt the Business Combination Agreement and approve the transactions contemplated thereby (Proposal No. 1);
 
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Merger Proposal — a proposal by special resolution to approve the Merger and authorize, approve and confirm the Plan of Merger (Proposal No. 2);

NTA Proposal — a proposal by special resolution to approve and authorize the NTA Amendment, which, if approved, shall become effective immediately prior to the consummation of the proposed Business Combination, to remove from the SPAC Articles the requirements that APAC shall have at least $5,000,001 of net tangible assets pursuant to Articles 49.2, 49.4, 49.5 and 49.8 of the SPAC Articles (Proposal No. 3); and

Adjournment Proposal — a proposal by ordinary resolution to approve, if presented, the adjournment of the Extraordinary General Meeting to a later date or dates to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for a vote or if the Minimum Cash Condition in the Business Combination Agreement would not be satisfied due to redemptions of Public Shares (Proposal No. 4).
Q:
What will happen in the Business Combination?
A:
Pursuant to the Business Combination Agreement, PubCo and the Company shall, on the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the Japan Act and other applicable laws, implement and consummate (i) the Share Exchange, whereby (a) PubCo will acquire from JEPLAN Shareholders each JEPLAN Common Share issued and outstanding immediately prior to the Share Exchange Effective Time in consideration of such fraction of a PubCo Common Share that is equal to the Exchange Ratio (as defined in the accompanying proxy statement/prospectus), provided that each JEPLAN Shareholder may elect to receive, in lieu of PubCo Common Shares, ADSs, each representing one PubCo Common Share and (b) each unexercised option to purchase JEPLAN Common Shares issued and outstanding immediately prior to the Share Exchange Effective Time shall be exchanged for an option to purchase such fraction of PubCo Common Shares that is equal to the Exchange Ratio, (ii) the allotment and issuance to the Merger Sub, prior to the Share Exchange Effective Time, a number of PubCo Common Shares equal to the aggregate number of ADSs to be issued to holders of APAC’s ordinary shares pursuant to the Business Combination Agreement and a number of warrants of PubCo equal to the aggregate number of PubCo Warrants to be distributed to holders of APAC’s warrants pursuant to the Business Combination Agreement, and (iii) certain other pre-merger transactions. At the Share Exchange Effective Time, JEPLAN Shareholders immediately before the Share Exchange Effective Time shall become holders of the PubCo Common Shares, and JEPLAN shall become a direct, wholly-owned subsidiary of PubCo.
Immediately following the Pre-Merger Reorganization, Merger Sub will merge with and into APAC, with APAC being the surviving entity and becoming a wholly-owned subsidiary of PubCo, upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the applicable provisions of the Cayman Islands Companies Act. Immediately prior to the Merger Effective Time, each Founder Share shall be automatically converted into one Public Share. At the Merger Effective Time, (i) each SPAC Unit issued and outstanding immediately prior to the Merger Effective Time will be automatically detached and the holder thereof will be deemed to hold one Public Share and one-half of one Public Warrant; (ii) each Public Share issued and outstanding immediately prior to the Merger Effective Time, including Public Shares held as a result of the separation of SPAC Units or the conversion of Founder Shares and excluding treasury shares of APAC, if any, Public Shares in respect of which an eligible holder has validly exercised its redemption rights and Public Shares for which the holder has validly exercised its dissenter’s rights, shall automatically be cancelled and cease to exist in exchange for the right to receive one ADS, and each APAC shareholder shall cease to have any other rights in and to their shares of APAC, except as expressly provided in the Business Combination Agreement; (iii) each Public Warrant outstanding immediately prior to the Merger Effective Time, including Public Warrants held as a result of the separation of SPAC Units, shall automatically cease to exist in exchange for a PubCo Series 1 Warrant; (iv) each Private Placement Warrant outstanding immediately prior to the Merger Effective Time shall automatically cease to exist in exchange for a PubCo Series 2 Warrant; and (v) all shares of Merger Sub issued and outstanding immediately prior to the Merger Effective Time shall automatically be converted into one validly issued, fully paid and non-assessable ordinary share of APAC as the surviving entity, which ordinary share shall constitute the only
 
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issued and outstanding share in the capital of APAC. Subject to the Japan Act, each PubCo Series 1 Warrant and each PubCo Series 2 Warrant shall continue to have and be subject to substantially the same terms and conditions as were applicable to Public Warrants and Private Placement Warrants immediately prior to the Merger Effective Time (including any repurchase rights and cashless exercise provisions), respectively.
Please see the section entitled “The Business Combination” for additional information.
Q:
Are the proposals conditioned on one another?
A:
The closing of the Business Combination is conditioned upon the approval of the Business Combination Proposal and the Merger Proposal, which are cross-conditioned on each other. The NTA Proposal is conditioned upon the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that, in the event that any of the Business Combination Proposal or the Merger Proposal does not receive the requisite vote for approval, APAC will not consummate the Business Combination. Pursuant to Article 49.7 of the SPAC Articles, if APAC does not consummate the Business Combination and fails to complete an initial business combination by the Business Combination Deadline, APAC shall: (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to a pro-rata portion of the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to APAC (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of Public Shares then in issue, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (c) as promptly as reasonably possible following such redemption, subject to the approval of APAC’s remaining shareholders and the directors of APAC, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable Law.
Q:
What conditions must be satisfied to complete the Business Combination?
A:
There are a number of closing conditions in the Business Combination Agreement, including the approval by APAC shareholders of the Business Combination Proposal and the Merger Proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, please see the section entitled “The Business Combination.”
Q:
Why is APAC proposing the Business Combination?
A:
APAC is a Cayman Islands exempted company incorporated on April 22, 2021, as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. While APAC may pursue a business combination with a private or public target in any business, industry or geographic location, it has focused on opportunities to capitalize on the extensive networks and experience of its management team to identify, acquire and operate a business in the de-carbonization / renewable energy sectors, with a particular focus in Japanese / Asian (excluding China) and European markets. In the prospectus for the IPO dated December 16, 2021, APAC identified the following general criteria and guidelines that are believed to be critical to evaluating prospective companies within its targeted sub-sectors:

companies in the energy transition sector with a potential high impact on de-carbonization and sustainability;

ability to be a globally competitive business with the opportunity to expand in high-growth Asian and global markets;

opportunities for growth, organically or through add-on acquisitions, in a short to medium term time horizon;

the quality, track record, capabilities and entrepreneurial drive of the company’s management, dynamic corporate culture and demonstrated leadership in target markets; and
 
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ability and readiness to benefit from access to the public market.
As disclosed in APAC’s prospectus, these criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may or may not be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors, criteria and guidelines that APAC’s management may deem relevant. Based on its due diligence investigations of JEPLAN and the industry in which it operates, including the financial and other information provided by JEPLAN in the course of negotiations, APAC believes that JEPLAN’s business meets APAC’s investment criteria listed above.
The APAC Board considered this wide variety of factors in connection with its evaluation of the Business Combination, including its review of the results of the due diligence conducted by APAC’s management and APAC’s advisors, and concluded that a business combination with JEPLAN would be in the best interests of APAC and its shareholders. Please see the section entitled “The Business Combination — APAC’s Board of Directors’ Reasons for the Approval of the Business Combination” for additional information.
Q:
Why is APAC providing shareholders with the opportunity to vote on the Business Combination?
A:
Under the SPAC Articles, APAC must provide all holders of Public Shares with the opportunity to have their Public Shares redeemed in connection with its initial business combination either in conjunction with a tender offer or in conjunction with a shareholder vote on its business combination. For business and other reasons, APAC has elected to provide its shareholders with the opportunity to have their Public Shares redeemed in connection with a shareholder vote rather than a tender offer. Therefore, APAC is seeking to obtain the approval of its shareholders for the Business Combination Proposal to allow its Public Shareholders to effectuate redemptions of their Public Shares in connection with the Closing. The approval of the Business Combination is required under the SPAC Articles, and the Merger requires the approval of APAC shareholders under the SPAC Articles and the Cayman Islands Companies Act. In addition, such approvals are also conditions to the Closing under the Business Combination Agreement.
Q:
What is JEPLAN?
A:
JEPLAN is a joint stock company incorporated in 2007 under the Japan Act, with its headquarters and registered office at 12-2 Ogimachi, Kawasaki-ku, Kawasaki-shi, Kanagawa, Japan. JEPLAN utilizes its commercialized proprietary polyethylene terephthalate (“PET”) chemical recycling technology to produce recycled PET (“r-PET”) resin and Bis(2-Hydroxyethyl) terephthalate (“r-BHET”) resin from waste food packaging, plastic PET bottles, and waste polyester fiber, which can then be used for the manufacture and distribution of r-PET products, including PET bottles, textiles, and other plastic-based materials and products. JEPLAN’s aim is to realize a “circular economy” in which waste products are collected, recycled, and distributed back into the market for continued use. JEPLAN believes that listing on the NYSE through the Business Combination with APAC will enable JEPLAN to access capital from a wider base of global investors, enhance its corporate brand and attract additional talent to drive its further growth, which it believes will result in global expansion of its business and enable it to achieve its goals. Deloitte Tohmatsu Consulting, LLC (“Deloitte”) was commissioned by Japan’s Ministry of the Environment to conduct a Life Cycle Assessment as part of a “Report on the Results of Evaluation and Verification Work on the Carbon Dioxide Reduction Effects of Chemical Recycling and Decarbonized Society System” published in 2020. The Life Cycle Assessment was performed on data gathered in 2015 with respect to the PRT Plant, which preceded JEPLAN’s acquisition of the PRT Plant, and certain design information regarding the KHP Plant, as the KHP Plant was not yet built. The assessment found that the PRT Plant’s and the KHP Plant’s chemical recycling of discarded PET into new PET products may achieve a 45% and 28% reduction, respectively, in greenhouse gas (“GHG”) emissions as compared to the incineration of discarded PET and subsequent production of virgin PET products. Based on this finding and more recent management data from 2019 and 2020 regarding the PRT Plant’s and KHP Plant’s chemical recycling processes, respectively, including with respect to updated sourcing of electricity, management believes it is reasonable to expect that GHG reductions of 47% and 49% may be achievable at the PRT Plant and KHP Plant, respectively.
 
15

 
In support of this conclusion, management observed that, the Life Cycle Assessment concluded that 25% of the PRT Plant’s GHG emissions and 45% of the KHP Plant’s GHG emissions were due to electricity usage at each of the plants. After the publication of the Life Cycle Assessment, JEPLAN changed the power supply source at both plants to a source that did not emit as much GHG, resulting in an additional 2% decrease in GHG emissions at the PRT Plant and a 21% further decrease in GHG emissions at the KHP Plant.
Q:
What revenues and profits/losses has JEPLAN generated in the last two years?
A:
For the six months ended June 30, 2023 and 2022 and the fiscal years ended December 31, 2022 and 2021, JEPLAN had revenues of ¥3,206,421 thousand, ¥3,002,455 thousand, ¥6,324,223 thousand and ¥2,520,587 thousand, and net losses of ¥1,325,805 thousand, ¥685,106 thousand, ¥2,041,760 thousand and ¥1,299,040 thousand, respectively. For additional information, please see the sections entitled “Selected Historical Financial Data of JEPLAN” and “JEPLAN Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Q:
How has the announcement of the Business Combination affected the trading price of the Public Shares?
A:
On June 16, 2023, the last trading date before the public announcement of the Business Combination, the Public Shares closed at $10.72 per share. On January 23, 2024, the Public Shares closed at $11.19 per share.
Q:
Following the Business Combination, will APAC’s securities continue to trade on a stock exchange?
A:
No. APAC anticipates that, following the consummation of the Business Combination, the SPAC Units, Public Shares and the Public Warrants will be delisted from the NYSE and APAC will be deregistered under the Exchange Act. Upon the Closing, the ADSs and PubCo Series 1 Warrants will be listed on the NYSE under the symbols “JPL” and “JPL WS,” respectively.
Q:
Is the Business Combination the first step in a “going private” transaction?
A:
No. APAC does not intend for the Business Combination to be the first step in a “going private” transaction. One of the primary purposes of the Business Combination is to provide a platform for JEPLAN to access the U.S. public markets. Accordingly, holders of Public Shares that elect not to redeem their shares will have such shares exchanged on a one-for-one basis for PubCo Common Shares underlying the ADSs.
Q:
What will the management of PubCo be following the Business Combination?
A:
Following the Business Combination, the PubCo Board is expected to comprise six members, including Michihiko Iwamoto, Masaki Takao, Masayuki Fujii, Tsubasa Kurose, Akikazu Ida and Keiichi Suzuki. PubCo’s executive management team will be led by the current management of JEPLAN. See the sections entitled “Management of JEPLAN” and “Management of PubCo After the Business Combination” for more information.
Q:
What will APAC shareholders receive in the Business Combination?
A:
At the Merger Effective Time, each Public Share issued and outstanding immediately prior to the Merger Effective Time, including Public Shares held as a result of the separation of SPAC Units or the conversion of Founder Shares and excluding treasury shares of APAC, if any, Public Shares in respect of which an eligible holder has validly exercised its redemption rights and Public Shares for which the holder has validly exercised its dissenter’s rights, shall automatically be cancelled and cease to exist in exchange for the right to receive one ADS, and each APAC shareholder shall cease to have any other rights in and to their shares of APAC, except as expressly provided in the Business Combination Agreement. As of the Merger Effective Time, each APAC shareholder shall cease to have any other rights in and to such Public Shares, except as expressly provided herein.
 
16

 
Q:
What will SPAC Warrant holders receive in the Business Combination?
A:
At the Merger Effective Time, each Public Warrant outstanding immediately prior to the Merger Effective Time, including Public Warrants held as a result of the separation of SPAC Units, shall automatically cease to exist in exchange for a PubCo Series 1 Warrant; and each Private Placement Warrant outstanding immediately prior to the Merger Effective Time shall automatically cease to exist in exchange for a PubCo Series 2 Warrant. Subject to the Japan Act, each PubCo Series 1 Warrant and each PubCo Series 2 Warrant shall continue to have and be subject to substantially the same terms and conditions as were applicable to Public Warrants and Private Placement Warrants immediately prior to the Merger Effective Time (including any repurchase rights and cashless exercise provisions).
Q:
What are the risks for holders of Public Warrants following the Business Combination?
A:
Following the consummation of the Business Combination, PubCo has the ability to redeem outstanding PubCo Series 1 Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of PubCo Common Shares (as represented by ADSs) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations, and the like) for any 20 trading days within a 30-trading-day period ending on the third trading day prior to the date it sends the notice of such redemption to the warrant holders. If and when the warrants become redeemable by PubCo, it may not exercise its redemption right if the issuance of the PubCo Common Shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or if it is unable to effect such registration or qualification. PubCo will use its commercially reasonable efforts to register or qualify such PubCo Common Shares under the blue sky laws of the state of such residence in those states in which the warrants were offered by it in this offering.
Redemption of the warrants could force you (i) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants, or (iii) to accept the nominal redemption price that, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants.
For context regarding the thresholds above, historical trading prices for Public Shares have varied between a low of approximately $9.86 per share on February 7, 2022 to a high of approximately $11.29 per share on January 12, 2024, but have not approached the $18.00 per share threshold for redemption (which, as described above, would be required for 20 trading days within a 30 trading-day period after they become exercisable and prior to their expiration, at which point the public warrants would become redeemable). PubCo has no obligation to notify holders of the warrants that they have become eligible for redemption.
However, pursuant to the PubCo Warrant Agreement, in the event PubCo decides to redeem the warrants, a notice of redemption shall be mailed by PubCo by first class mail, postage prepaid, not less than 30 days prior to the date fixed for redemption to the registered holders of the warrants to be redeemed at their last addresses as they appear on the warrant register. Any notice mailed in such manner shall be conclusively presumed to have been duly given. In addition, beneficial owners of the warrants will be notified of such redemption by PubCo’s posting of the redemption notice to DTC.
In addition, the PubCo Warrant Agreement provides that, subject to applicable law, (i) any action, proceeding or claim against PubCo arising out of or relating in any way to the agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York and (ii) PubCo irrevocably submits to such jurisdiction, which will be the exclusive forum for any such action, proceeding or claim. PubCo will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. If any action, the subject matter of which is within the scope of the forum provisions of the PubCo Warrant Agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder will be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any
 
17

 
action brought in any such court to enforce the forum provisions (an “enforcement action”) and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder. This exclusive forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with PubCo and may result in increased costs to bring a claim, which may further limit warrant holders’ ability to bring a claim and discourage such lawsuits. Notwithstanding the foregoing, these provisions of the PubCo Warrant Agreement do not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.
Q:
What will unitholders receive in the Business Combination?
A:
In connection with the consummation of the Business Combination and at the Merger Effective Time, the SPAC Units will automatically separate into their component parts, and holders of SPAC Units will have the right to receive one PubCo Common Share for each Public Share represented by ADS and one PubCo Warrant for each Public Warrant.
Q:
What equity stake will the current shareholders of APAC and JEPLAN hold in PubCo after the Closing?
A:
The following table presents the anticipated share ownership of various shareholders of PubCo upon the Closing without and after giving effect to the additional dilution that may be caused by the exercise of PubCo Warrants issued in exchange for Public Warrants and Private Placement Warrants at the Merger Effective Time or any issuance upon the exercise of the PubCo Exchange Options under the following redemption scenarios, and based on the following additional assumptions: (i) no additional equity securities of APAC, JEPLAN, or PubCo will be issued at or prior to the Closing (except in connection with the subscription and purchase by the Sponsor of 500,000 ADSs pursuant to the Sponsor Subscription Agreement), and (ii) there are no dissenting shareholders of APAC. If the actual facts are different than these assumptions, the ownership percentages in PubCo will be different. Certain figures included in this table have been rounded for ease of presentation and, as a result, percentages may not sum to 100%.
On July 7, 2023, APAC entered into a deed of non-redemption (the “Deed”) with Tokyo Century Corporation, a Japanese corporation incorporated under the laws of Japan and an unaffiliated strategic partner of the Sponsor (“Tokyo Century”). As of the date of this proxy statement/prospectus, Tokyo Century holds 500,000 Public Shares, representing approximately 4.4% of the total outstanding Public Shares and approximately 3.2% of the total outstanding SPAC ordinary shares. Pursuant to the Deed, Tokyo Century irrevocably and unconditionally agreed that it will not elect to redeem, tender or submit for redemption or otherwise exercise its right to redeem Public Shares held by it under the SPAC Articles in connection with the Proposals or in connection with any other meeting of APAC shareholders or any other event which would enable Tokyo Century to exercise its Redemption Rights at any time prior to the Closing with respect to 500,000 Public Shares (the “NRA Subject Shares”), subject to the terms and conditions set forth in the Deed. In addition, the Deed imposes certain transfer restrictions on the NRA Subject Shares prior to the earliest to occur of (i) the termination of the Business Combination Agreement in accordance with its terms, (ii) the mutual written consent of APAC and Tokyo Century and (iii) the Merger Effective Time.
No Redemption Scenario:   This scenario assumes that none of APAC’s existing Public Shareholders exercise their redemption rights in connection with the Business Combination with respect to their Public Shares (the “No Redemption Scenario”).
Interim Redemption Scenario:   This scenario assumes that 5,651,267 Public Shares (representing approximately 50% of the total Public Shares outstanding) are redeemed in connection with the Business Combination for an aggregate redemption payment of ¥9,301 million based on an assumed redemption price of ¥1,645.88 per share (the “Interim Redemption Scenario”).
Maximum Redemption Scenario:   This scenario assumes that 7,604,586 Public Shares (representing approximately 67.28% of the total Public Shares outstanding) are redeemed in connection with the Business Combination for an aggregate redemption payment of ¥12,516 million based on an assumed redemption price of ¥1,645.88 per share. The number of shares redeemed reflects the maximum number
 
18

 
of the Public Shares that can be redeemed, having taken into account the 500,000 NRA Subject Shares, while still allowing for the Minimum Cash Condition to be met, assuming that the NTA Proposal is approved or, to the extent the NTA Proposal is not approved, the Net Tangible Assets Condition is waived (the “Maximum Redemption Scenario”). The Minimum Cash Condition takes into account the sum of (a) the amount of cash available in the Trust Account following the Extraordinary General Meeting (after deducting (i) the amount required to satisfy the SPAC Shareholder Redemption Amount, (ii) the amount of all Company Transaction Expenses and (iii) the amount of all SPAC Transaction Expenses) and (b) the aggregate amount of Permitted Equity Financing Proceeds that have been funded to, or that will be funded in connection with the Closing, and assumes that the amount of all Company Transaction Expenses and all SPAC Transaction expenses is equal to ¥2,372 million. If APAC’s Public Shareholders redeem more than 7,604,586 Public Shares and no additional funds are raised by APAC or PubCo through other permitted financing (except in connection with the subscription and purchase by the Sponsor of 500,000 ADSs pursuant to the Sponsor Subscription Agreement), then we expect that the Minimum Cash Condition will not be satisfied and the Business Combination will not be consummated unless the Minimum Cash Condition is waived.
In addition, the table does not take into account the Deferred Discount in each redemption scenario because Credit Suisse, the sole underwriter of the IPO, has waived the Deferred Discount provided that the Merger is consummated.
No Redemption
Interim Redemption
Maximum Redemption
Shareholders of PubCo Post Business Combination
Number
of PubCo
Common
Shares
% of
Total
Number
of PubCo
Common
Shares
% of
Total
Number
of PubCo
Common
Shares
% of
Total
Public Shareholders
11,302,534 17.2% 5,651,267 9.4% 3,697,948 6.3%
Sponsor(1) 3,878,000 5.9% 3,878,000 6.5% 3,878,000 6.7%
Other Initial Shareholders(2)
90,000 0.1% 90,000 0.1% 90,000 0.2%
JEPLAN Shareholders(3)
30,000,000 45.7% 30,000,000 49.9% 30,000,000 51.6%
Potential Sources of Dilution(4)
Sponsor Earn-in shares(1)
844,500 1.3% 844,500 1.4% 844,500 1.5%
PubCo Warrants Issued in Exchange for Public Warrants(5)
8,625,000 13.1% 8,625,000 14.4% 8,625,000 14.8%
PubCo Warrants Issued in Exchange for Private Placement Warrants(6)
10,625,000 16.2% 10,625,000 17.7% 10,625,000 18.3%
PubCo Exchange Options(3)
345,751 0.5% 345,751 0.6% 345,751 0.6%
Total Fully Diluted Shares Outstanding
65,710,785 100% 60,059,518 100% 58,106,199 100%
(1)
Includes 500,000 PubCo Common Shares represented by the ADSs to be purchased by Sponsor at Closing pursuant to the Sponsor Subscription Agreement. Excludes 844,500 Earn-In Shares subject to vesting provisions and included under potentially dilutive shares. See the section of this proxy statement/prospectus entitled “Summary of the Proxy Statement/Prospectus — The Business Combination — Other Agreements Related to the Business Combination Agreement — Sponsor Support Agreement” for additional information.
(2)
Includes Shankar Krishnamoorthy, Henrik Bæk Jorgensen and Helena Anderson.
(3)
Assumes an estimated Exchange Ratio of approximately 285.74. Includes PubCo Common Shares to be issued in exchange for outstanding Series E common shares. See the section entitled “JEPLAN Management’s Discussion and Analysis of Financial Condition and Results of Operations — Subsequent Events — Series E Financing” for more information.
(4)
The Percentage of Total with respect to each additional dilution source set forth below, including with respect to Total Fully Diluted Shares Outstanding, includes the full amount of shares issuable with respect to the applicable additional dilution source in both the numerator and denominator.
(5)
All Public Warrants will be converted into PubCo Warrants notwithstanding redemptions of Public Shares. Based on the closing price of $0.03 per Public Warrant on the NYSE on January 18, 2024, the
 
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PubCo Warrants to be issued in exchange for Public Warrants will have an aggregate market value of approximately $258,750. For more information on related risks, see “— Q: What are the risks for holders of Public Warrants following the Business Combination?
(6)
Based on the closing price of $0.03 per Public Warrant on the NYSE on January 18, 2024, the PubCo Warrants to be issued in exchange for Private Placement Warrants will have an aggregate market value of approximately $318,750.
The table below represents the pro forma ownership information assuming vesting of the Sponsor’s Earn-In Shares.
No Redemption
Interim Redemption
Maximum Redemption
Shareholders of PubCo Post Business Combination
Number
of PubCo
Common
Shares
% of
Total
Number
of PubCo
Common
Shares
% of
Total
Number
of PubCo
Common
Shares
% of
Total
Public Shareholders
11,302,534 17.2% 5,651,267 9.4% 3,697,948 6.3%
Sponsor(1) 4,722,500 7.2% 4,722,500 7.9% 4,722,500 8.2%
Other Initial Shareholders(2)
90,000 0.1% 90,000 0.1% 90,000 0.2%
JEPLAN Shareholders(3)
30,000,000 45.7% 30,000,000 49.9% 30,000,000 51.6%
Potential Sources of Dilution(4)
PubCo Warrants Issued in Exchange for Public Warrants(5)
8,625,000 13.1% 8,625,000 14.4% 8,625,000 14.8%
PubCo Warrants Issued in Exchange for Private Placement Warrants(6)
10,625,000 16.2% 10,625,000 17.7% 10,625,000 18.3%
PubCo Exchange Options(3)
345,751 0.5% 345,751 0.6% 345,751 0.6%
Total Fully Diluted Shares Outstanding
65,710,785 100% 60,059,518 100% 58,106,199 100%
(1)
Includes 500,000 PubCo Common Shares represented by the ADSs to be purchased by Sponsor at Closing pursuant to the Sponsor Subscription Agreement. Assumes vesting of the Sponsor’s 844,500 Earn-In Shares. See the section of this proxy statement/prospectus entitled “Summary of the Proxy Statement/Prospectus — The Business Combination — Other Agreements Related to the Business Combination Agreement — Sponsor Support Agreement” for additional information.
(2)
Includes Shankar Krishnamoorthy, Henrik Bæk Jorgensen and Helena Anderson.
(3)
Assumes an estimated Exchange Ratio of approximately 285.74. Includes PubCo Common Shares to be issued in exchange for outstanding Series E common shares. See the section entitled “JEPLAN Management’s Discussion and Analysis of Financial Condition and Results of Operations — Subsequent Events — Series E Financing” for more information.
(4)
The Percentage of Total with respect to each additional dilution source set forth below, including with respect to Total Fully Diluted Shares Outstanding, includes the full amount of shares issuable with respect to the applicable additional dilution source in both the numerator and denominator.
(5)
All Public Warrants will be converted into PubCo Warrants notwithstanding redemptions of Public Shares. Based on the closing price of $0.03 per Public Warrant on the NYSE on January 18, 2024, the PubCo Warrants to be issued in exchange for Public Warrants will have an aggregate market value of approximately $258,750. For more information on related risks, see “— Q: What are the risks for holders of Public Warrants following the Business Combination?
(6)
Based on the closing price of $0.03 per Public Warrant on the NYSE on January 18, 2024, the PubCo Warrants to be issued in exchange for Private Placement Warrants will have an aggregate market value of approximately $318,750.
For more information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.
Based on the pro forma value of total equity of the combined company as of June 30, 2023 of ¥20,128,594,000 in the No Redemption Scenario (calculated as the sum of ¥19,886,742,000 total equity and ¥241,852,000 non-controlling interests), ¥10,827,297,000 in the Interim Redemption Scenario
 
20

 
(calculated as ¥19,886,742,000 total equity in the no redemption scenario, less ¥9,301,297,000 in equity assuming that 5,651,267 Public Shares, which represent approximately 50% of the total Public Shares outstanding, are redeemed in connection with the Business Combination for an aggregate redemption payment of ¥9,301 million based on an assumed redemption price of ¥1,645.88 per share, and adding ¥241,852,000 non-controlling interests), and ¥7,612,372,000 in the Maximum Redemption Scenario (calculated as the sum of ¥7,370,520,000 total equity and ¥241,852,000 non-controlling interests), the shares owned by non-redeeming Public Shareholders following the Business Combination would have the following per share value in the No Redemption Scenario, the Interim Redemption Scenario and the Maximum Redemption Scenario and assuming no and full exercise of outstanding options and warrants and Earn-in shares are unvested:
No Exercise of Warrants and Options
Full Exercise of Warrants and Options
No Redemption
Interim
Redemption
Maximum
Redemption
No Redemption
Interim
Redemption
Maximum
Redemption
Equity Value per Share (JPY)
445 273 202 310 183 133
For illustrative purposes, assuming the vesting of the Sponsor’s 844,500 Earn-In Shares and the pro forma value of total equity of the combined company as of June 30, 2023 as stated above (which might vary upon vesting of such Earn-In Shares), the shares owned by non-redeeming Public Shareholders following the Business Combination would have the following per share value in the No Redemption Scenario, the Interim Redemption Scenario and the Maximum Redemption Scenario and assuming no and full exercise of outstanding options and warrants:
No Exercise of Warrants and Options
Full Exercise of Warrants and Options
No Redemption
Interim
Redemption
Maximum
Redemption
No Redemption
Interim
Redemption
Maximum
Redemption
Equity Value per Share (JPY)
436 268 198 306 180 131
Q:
Will my rights as a shareholder of PubCo be different from my rights as a shareholder of APAC?
A:
Yes, there are certain material differences between your rights as a shareholder of APAC and your rights as a shareholder of PubCo. You are urged to read the sections entitled “Description of PubCo’s Securities” and “Comparison of Shareholder Rights.”
Q:
Will APAC obtain new financing in connection with the Business Combination?
A:
APAC and PubCo do not expect to enter into any debt financing in connection with the Business Combination, nor is PubCo expected to have any indebtedness following the completion of the Business Combination. The Business Combination Agreement permits APAC and PubCo to enter into Subscription Agreements with investors for the purchase for cash of PubCo Common Shares or ADSs from PubCo on the Closing Date and immediately prior to the Closing. Unless otherwise agreed by APAC and JEPLAN in writing, no such Subscription Agreement shall provide for a purchase price of PubCo Common Share or ADSs at a price less than $10.00 per PubCo Common Share or ADS (including any discounts, rebates, equity kickers or promote). Each of APAC, PubCo and JEPLAN shall use its commercially reasonable efforts to cooperate with each other in connection with the arrangement of PIPE Investment as may be reasonably requested by each other.
JEPLAN is currently conducting a Series E private placement of JEPLAN Common Shares to investors mainly in Japan for an aggregate amount of up to JPY1.6 billion, which is expected to be consummated through the first quarter of 2024.
Q:
Why its APAC proposing the Merger Proposal?
A:
As part of the Business Combination, Merger Sub will merge with and into APAC, with APAC continuing as the surviving company in such merger. Under the SPAC Articles and the Cayman Islands Companies Act, APAC must obtain the affirmative vote by special resolution of a majority of at least two-thirds of shareholders of APAC that are entitled to vote and who attend and vote at the
 
21

 
Extraordinary General Meeting to effect the Merger. Therefore, APAC is seeking to obtain the approval of its shareholders for the Merger Proposal. The approval of the Merger Proposal is also a condition to the Closing under the Business Combination Agreement. For additional information, please see the section entitled “Proposal No. 2 — The Merger Proposal.”
Q:
Why is APAC proposing the NTA Proposal?
A:
The adoption of the proposed NTA Amendment is being proposed in order to facilitate the consummation of the Business Combination, by permitting redemptions of Public Shares even if such redemptions would result in APAC having net tangible assets of less than $5,000,001 and the consummation of the Business Combination even if APAC does not have net tangible assets of at least $5,000,001 immediately prior to or upon the consummation of the Business Combination. APAC does not believe that the adoption of the NTA Amendment would result in PubCo Common Shares being deemed as “penny stocks” pursuant to Rule 3a51-1 under the Exchange Act. To the extent that the NTA Proposal has not been passed, APAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after deducting the aggregate amount payable with respect to all the Public Shares in respect of which an eligible holder thereof has validly exercised (and not validly revoked, withdrawn or lost) his, her or its redemption right. For additional information, please see the section entitled “Proposal No. 3 — The NTA Proposal.”
Q:
Why is APAC proposing the Adjournment Proposal?
A:
APAC is proposing the Adjournment Proposal to allow the APAC Board to, if necessary, adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for a vote or if the Minimum Cash Condition in the Business Combination Agreement would not be satisfied due to redemptions of Public Shares. Please see the section entitled “Proposal No. 4 — The Adjournment Proposal” for additional information.
Q:
What happens if I sell my Public Shares before the Extraordinary General Meeting?
A:
The record date for the Extraordinary General Meeting is earlier than the date that the Business Combination is expected to be completed. If you transfer your Public Shares after the record date, but before the Extraordinary General Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Extraordinary General Meeting. However, you will not be able to seek redemption of your Public Shares because you will no longer be able to deliver your share certificates (if any) and other redemption forms for cancellation upon consummation of the Business Combination and you will not be entitled to receive any ADSs or the underlying PubCo Common Shares following the Closing because only APAC’s shareholders on the date of the Closing will be entitled to receive ADSs in connection with the Closing. If you transfer your Public Shares prior to the record date, you will have no right to vote those shares at the Extraordinary General Meeting or redeem those shares for a pro rata portion of the proceeds held in the Trust Account.
Q:
What vote is required to approve the proposals to be presented at the Extraordinary General Meeting?
A:
The approval of each of the Business Combination Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the shareholders of APAC that are entitled to vote and who attend and vote at the Extraordinary General Meeting. Accordingly, an APAC shareholder who does not vote by proxy or in person (or virtually) at the Extraordinary General Meeting will not be counted towards the number of SPAC ordinary shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on such proposals. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum but will have no effect on any of the Proposals.
The approval of each of the Merger Proposal and the NTA Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of a majority of at least two-thirds of the shareholders of APAC that are entitled to vote and who attend and vote at the Extraordinary General
 
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Meeting. Accordingly, an APAC shareholder’s failure to vote by proxy or in person (including virtually) at the Extraordinary General Meeting will not be counted towards the number of SPAC ordinary shares required to validly establish a quorum and, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Merger Proposal or the NTA Proposal. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum but will have no effect on any of the Proposals, including the Merger Proposal and the NTA Proposal.
Currently, the Initial Shareholders, including the Sponsor and APAC’s independent directors, own 27.6% of APAC’s issued and outstanding SPAC ordinary shares, including all of the Founder Shares. The Sponsor and APAC’s directors and officers have agreed, for no consideration, to vote any SPAC ordinary shares owned by them in favor of the Business Combination (including any proposals recommended by the APAC Board in connection with such Business Combination).
Q:
What happens if the Business Combination Proposal is not approved?
A:
Pursuant to Section 49.7 of the SPAC Articles, if the Business Combination Proposal is not approved and APAC does not consummate a business combination by the Business Combination Deadline, APAC shall: (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to a pro-rata portion of the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to APAC (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of Public Shares then in issue, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (c) as promptly as reasonably possible following such redemption, subject to the approval of APAC’s remaining shareholders and the directors of APAC, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable Law.
Q:
How many votes do I have at the Extraordinary General Meeting?
A:
APAC shareholders are entitled to one vote on each proposal presented at the Extraordinary General Meeting for each SPAC ordinary share held of record as of [          ], 2024, the record date for the Extraordinary General Meeting. As of the close of business on the record date, there were 15,615,034 SPAC ordinary shares outstanding.
Q:
What constitutes a quorum at the Extraordinary General Meeting?
A:
The holders of at least one-third of the issued and outstanding SPAC ordinary shares entitled to vote as of the record date for the Extraordinary General Meeting must be present, in person (including virtually) or represented by proxy, at the Extraordinary General Meeting to constitute a quorum and to conduct business at the Extraordinary General Meeting. Abstentions and broker nonvotes will be counted as present for the purpose of determining a quorum but will have no effect on any of the Proposals. The Initial Shareholders, who currently own 27.6% of the issued and outstanding SPAC ordinary shares, will count towards this quorum. As of the record date for the Extraordinary General Meeting, holders of 5,205,012 SPAC ordinary shares would be required to achieve a quorum.
Q:
How will the Initial Shareholders and APAC’s other current directors and officers vote?
A:
Pursuant to the Sponsor Support Agreement and the Letter Agreement, as applicable, each of the Initial Shareholders and APAC’s other current directors and officers have agreed, for no consideration, to vote their Founder Shares and any other Public Shares acquired during or after the IPO in favor of the Business Combination (including any proposals recommended by the APAC Board in connection with such Business Combination). Currently, the Initial Shareholders and APAC’s other current directors and officers hold approximately 27.6% of the issued and outstanding SPAC ordinary shares.
Q:
Does the APAC Board, including the independent members thereof, recommend that APAC’s shareholders approve the Business Combination Proposal and the related Proposals?
A:
Yes. The APAC Board, including the independent members thereof, recommends that APAC shareholders vote “FOR” each of the proposals. When you consider the recommendation of the APAC
 
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Board in favor of each of the proposals, you should keep in mind that certain of APAC’s directors and officers have interests in the Business Combination that may conflict with your interests as an APAC shareholder. Please see the section entitled “The Business Combination — Interests of Certain Persons in the Business Combination.”
Q:
What interests do the Initial Shareholders and APAC’s other current directors and officers have in the Business Combination?
A:
The Initial Shareholders and APAC’s other directors and officers may have interests in the Business Combination that are different from, in addition to, or in conflict with, yours. These interests include:

the fact that the Sponsor (i) currently holds (a) 4,222,500 Founder Shares, which were acquired prior to the IPO for an aggregate purchase price of $24,640, or approximately $0.006 per share, and (b) 10,625,000 Private Placement Warrants, which were acquired concurrently with the closing of the IPO for an aggregate purchase price of $10,625,000, or $1.00 per warrant; and (ii) has entered into the Sponsor Subscription Agreement, pursuant to which the Sponsor has agreed to subscribe for and from PubCo 500,000 ADSs at a subscription price of $10.00 per ADS at a subscription price of $10.00 per ADS contingent upon and substantially concurrently with the Closing. Richard Lee Folsom, the Chairman and a director of APAC, is the sole manager of the Sponsor and has sole voting and dispositive power with respect to APAC’s securities held by and/or issuable to the Sponsor.
If APAC does not complete a business combination within the Business Combination Deadline, these Founder Shares will become worthless as the Sponsor has waived any redemption right and any right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of APAC as a result of any liquidation of APAC with respect to these shares, and the Private Placement Warrants also will become worthless because they will not be exercisable. If the Business Combination is consummated, PubCo will, at the Merger Effective Time, issue to the Sponsor the same number of PubCo Common Shares in exchange for its Founder Shares and the same number of PubCo Series 2 Warrants in exchange for its Private Placement Warrants. Immediately after Closing, after taking into account 500,000 PubCo Common Shares represented by the ADSs to be purchased by Sponsor at Closing pursuant to the Sponsor Subscription Agreement, assuming that no additional equity securities of APAC, JEPLAN, or PubCo will be issued at or prior to the Closing (except in connection with the subscription and purchase by the Sponsor of 500,000 ADSs pursuant to the Sponsor Subscription Agreement) and that there are no dissenting shareholders of APAC, and:

excluding 844,500 Earn-In Shares that are subject to vesting provisions, Sponsor is expected to hold (i) through its PubCo Common Shares, approximately 8.5%, 9.8% and 10.3% ownership interest in PubCo under the No Redemption Scenario, the Interim Redemption Scenario and the Maximum Redemption Scenario, respectively, without giving effect to the additional dilution that may be caused by the exercise of PubCo Warrants issued in exchange for Public Warrants and Private Placement Warrants at the Merger Effective Time or any issuance upon the exercise of the PubCo Exchange Options, and (ii) if the Private Placement Warrants are exercised, approximately 25.9%, 28.9% and 30.0% ownership interest in PubCo under the No Redemption Scenario, the Interim Redemption Scenario and the Maximum Redemption Scenario, respectively, without giving effect to the additional dilution that may be caused by the exercise of the PubCo Exchange Options. Excluding the 844,500 Earn-In Shares that are subject to vesting provisions, the Founder Shares held by the Sponsor have an aggregate market value of approximately $37,799,820 based on the closing price of Public Shares of $11.19 per share on the NYSE on January 23, 2024.

assuming the 844,500 Earn-In Shares fully vest, Sponsor is expected to hold (i) through its PubCo Common Shares, approximately 10.2%, 11.7% and 12.3% ownership interest in PubCo under the No Redemption Scenario, the Interim Redemption Scenario and the Maximum Redemption Scenario, respectively, without giving effect to the additional dilution that may be caused by the exercise of PubCo Warrants issued in exchange for Public Warrants and Private Placement Warrants at the Merger Effective Time or any issuance upon the exercise of the PubCo Exchange Options, and (ii) if the Private Placement Warrants are exercised, approximately 27.0%, 30.0% and 31.2% ownership interest in PubCo under the No Redemption Scenario, the Interim Redemption Scenario and the Maximum
 
24

 
Redemption Scenario, respectively, without giving effect to the additional dilution that may be caused by the exercise of the PubCo Exchange Options. Including the 844,500 Earn-In Shares as fully vested, the Founder Shares held by the Sponsor have an aggregate market value of approximately $47,249,775 based on the closing price of Public Shares of $11.19 per share on the NYSE on January 23, 2024.
The Private Placement Warrants have an aggregate market value of approximately $318,750, based on the closing price of the Public Warrants of $0.03 per warrant on the NYSE on January 18, 2024.
In addition, the terms of PubCo Series 2 Warrants are more favorable than the PubCo Series 1 Warrants issuable upon the conversion of the Public Warrants in that (i) PubCo Series 2 Warrants are not redeemable, while PubCo Series 1 Warrants may be redeemed by PubCo if the last sales price of the PubCo Common Share (as represented by ADS) equals or exceeds $18.00 per share (subject to adjustment) on each of the 20 trading days within any 30 trading day period on or after the date that is 30 days after Closing and ending on the third trading day prior to the date on which such redemption notice is given; and (ii) after PubCo Warrants become exercisable, PubCo Series 2 Warrants may be exchanged to PubCo Common Shares deposited in accordance with the Depositary Agreement for ADSs on a cashless basis at the holder’s option, while the ability of holders of PubCo Series 1 Warrants to exercise these warrants or otherwise receive PubCo Common Shares in exchange for these warrants is subject to additional conditions and limitations. Specifically, PubCo Series 1 Warrants may only be exchanged to PubCo Common Shares deposited in accordance with the Depositary Agreement for ADSs on a cashless basis in connection with the aforementioned redemption notice or when a registration statement covering the PubCo Common Shares deliverable upon the exercise or the redemption of the warrants for cash or a registration statement covering the PubCo ADSs is not effective under the Securities Act and current within 60 business days after Closing, and no PubCo Warrant may be exercised for cash unless (a) a registration statement covering the delivery of the PubCo Common Shares upon exercise and a registration statement covering the ADSs representing the PubCo Common Shares are effective under the Securities Act and (b) a prospectus thereunder relating to such PubCo Common Shares and ADSs is current. For a more detailed description, see “Description of PubCo’s Securities — Warrants.

the fact that Shankar Krishnamoorthy, Henrik Bæk Jørgensen and Helena Anderson, the independent directors of APAC, each holds 30,000 Founder Shares, which were purchased at a price of $120, or $0.004 per share, prior to the IPO. If APAC does not complete a business combination within the Business Combination Deadline, the Founder Shares will become worthless as these individuals have waived any redemption right and any right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of APAC as a result of any liquidation of APAC with respect to these shares. If the Business Combination is consummated, after taking into account 500,000 PubCo Common Shares represented by the ADSs to be purchased by Sponsor at Closing pursuant to the Sponsor Subscription Agreement, assuming that no additional equity securities of APAC, JEPLAN, or PubCo will be issued at or prior to the Closing (except in connection with the subscription and purchase by the Sponsor of 500,000 ADSs pursuant to the Sponsor Subscription Agreement) and that there are no dissenting shareholders of APAC and without giving effect to the additional dilution that may be caused by the exercise of PubCo Warrants issued in exchange for Public Warrants and Private Placement Warrants at the Merger Effective Time or any issuance upon the exercise of the PubCo Exchange Options, PubCo will, at the Merger Effective Time, issue to these individuals the same number of PubCo Common Shares in exchange for their Founder Shares, which are expected to represent:

excluding 844,500 Earn-In Shares that are subject to vesting provisions, an aggregate of approximately 0.2% ownership interest in PubCo under each of the No Redemption Scenario, the Interim Redemption Scenario and the Maximum Redemption Scenario.

assuming the 844,500 Earn-In Shares fully vest, an aggregate of approximately 0.2% ownership interest in PubCo under each of the No Redemption Scenario, the Interim Redemption Scenario and the Maximum Redemption Scenario.
These Founder Shares have an aggregate market value of approximately $1,007,100, based on the closing price of Public Shares of $11.19 per share on the NYSE on January 23, 2024.
 
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the fact that each of the non-interest bearing, unsecured and non-convertible promissory note issued by APAC to the Sponsor in the aggregate principal amount of $1,725,000 on June 16, 2023, the non-interest bearing, unsecured and non-convertible promissory note issued by APAC to the Sponsor in the aggregate principal amount of $160,000 on September 19, 2023, the non-interest bearing, unsecured and non-convertible promissory note issued by APAC to the Sponsor in the aggregate principal amount of $300,000 on November 3, 2023 and the non-interest bearing, unsecured and non-convertible promissory note issued by APAC to the Sponsor in the aggregate principal amount of $500,000 on January 12, 2024 (the latter three notes, the “Working Capital Notes”) mature upon the closing of a business combination by APAC and will not be repaid in the event that APAC is unable to complete a business combination, unless there are funds available outside the Trust Account to do so.

the fact that APAC issued a non-convertible promissory note (the “Extension Note”) in the principal amount of up to $1,800,000 to the Sponsor, pursuant to which, the Sponsor agreed to deposit into the Trust Account $200,000 each month (or a pro rata portion thereof if less than a month) until the earlier of (i) the date of the extraordinary general meeting held in connection with a shareholder vote to approve a business combination, and (ii) June 21, 2024 or such earlier date as determined by the APAC Board. The Extension Note bears no interest and is payable promptly after the date on which APAC consummates an initial business combination. As of January 24, 2024, the Trust Account has received $1,000,000 of such deposits from the Sponsor.

the fact that APAC’s Sponsor, officers and directors, and their respective affiliates, will not receive reimbursement for any out-of-pocket expenses incurred by them on APAC’s behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated. As of the date of this proxy statement/prospectus, less than $35,000 of out-of-pocket expenses, which were denominated in Japanese yen and Hong Kong dollars and converted into U.S. dollars at the exchange rate of ¥130.00 = $1.00 and HK$7.80 = $1.00, respectively, had been incurred by APAC’s Sponsor, officers and directors and their respective affiliates, incident to identifying, investigating and consummating a business combination. In addition to these out-of-pocket expenses, the aggregate dollar amount that APAC’s Sponsor, officers and directors have at risk depending on the completion of a business combination is $14,335,000 as of the date of this proxy statement/prospectus, consisting of $25,000 for the Founder Shares, $10,625,000 for the Private Placement Warrants and $1,725,000 for the promissory note, $960,000 for the Working Capital Notes and $1,000,000 under the Extension Note. In addition, pursuant to the Administrative Services Agreement entered into between APAC and the Sponsor contemporaneous to the IPO, APAC agreed to pay the Sponsor $10,000 per month for providing certain office space, secretarial and administrative services as may be required by APAC from time to time, commencing on the effective date of the registration statement for the IPO and continuing until the earlier of the Business Combination and APAC’s liquidation. An aggregate of $215,333 was due to the Sponsor under the Administrative Services Agreement as of September 30, 2023, and APAC expects that additional amounts will be accrued through Closing. Pursuant to the Administrative Services Agreement, the Sponsor has waived any right, title, interest or claim of any kind in or to any monies in the Trust Account and will not seek recourse against the Trust Account. As such, APAC expects that the amounts due to the Sponsor under the Administrative Services Agreement will be forgiven if a business combination is not consummated, except to the extent there are funds available to APAC outside of the Trust Account.

the fact that the Initial Shareholders, including the Sponsor, can benefit from the completion of a business combination and earn a positive rate of return on their investment, even if APAC’s Public Shareholders experience a negative rate of return on their investment, and may be incentivized to complete a business combination with a less favorable target company or on terms less favorable to Public Shareholders rather than liquidate.

the fact that if APAC is unable to complete a business combination within the Business Combination Deadline, the Sponsor will be liable under certain circumstances described herein to ensure that the proceeds in the Trust Account are not reduced to below the lesser of (i) $10.00 per Public Share and
(ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust
 
26

 
assets, in each case, net of interest that may be withdrawn to pay APAC’s tax obligations, by the claims of target businesses or claims of vendors or other entities that are owed money by APAC for services rendered or contracted for or for products sold to APAC. If APAC consummates a business combination, PubCo will be liable for all such claims instead.

the fact that APAC’s officers and directors are not required to, and will not, commit their full time to APAC’s affairs, which may result in a conflict of interest in allocating their time between APAC’s operations and the proposed Business Combination and their other businesses and obligations. In addition, the Sponsor and APAC’s officers and directors may in the future participate in the formation of, or become an officer or director of, other blank check companies prior to the completion of the Business Combination and could therefore have conflicts of interest in determining whether to present business combination opportunities to other blank check companies with which they may become involved, subject to APAC’s officers’ and directors’ fiduciary duties under Cayman law. APAC does not believe that such waiver of the corporate opportunities doctrine had any material impact on the identification of companies that may be appropriate acquisition targets.

the fact that the Business Combination Agreement contemplates that the board of directors of PubCo shall consist of one director designated in writing by the Sponsor and reasonably acceptable to JEPLAN, and such individual may receive cash, fees and/or equity-based compensation from PubCo in connection with his or her directorship at PubCo.

the continued indemnification of current directors and officers of APAC and the continuation of directors’ and officers’ liability insurance after the Business Combination.
These interests may influence APAC’s directors in making their recommendation to vote in favor of each of the Proposals, subject to their fiduciary duties under Cayman Islands law. At each meeting of the APAC Board in connection with the Business Combination until the Business Combination was approved by the APAC Board on June 16, 2023, each director of APAC declared his/her interests (if any) in the Business Combination. The APAC Board considered all such interests, among other matters, when it determined to proceed with the Business Combination and recommended that APAC shareholders vote in favor of the Proposals. The APAC Board determined that the overall benefits expected to be received by APAC and its shareholders in the Business Combination outweighed any potential risk created by the conflicts stemming from these interests. In addition, the APAC Board determined that these interests could be adequately disclosed to its shareholders in this proxy statement/prospectus and that its shareholders could take them into consideration when deciding whether to vote in favor of the Proposals. Please also read the section entitled “The Business Combination — Interests of APAC’s Directors and Officers in the Business Combination.
Q:
Did the APAC Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?
A:
No. The APAC Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. In making this determination, the APAC Board took into account that Mr. Richard Folsom (as the Chairman and a Director of APAC) and Mr. Keiichi Suzuki (as the Chief Executive Officer and Director) of APAC have substantial experience in evaluating companies from a wide range of industries, and that Mr. Shankar Krishnamoorthy, Mr. Henrik Baek Jorgensen and Ms. Helena Anderson (each an Independent Director) of APAC are seasoned experts in the renewable energy sector. Specifically, (i) Mr. Folsom has devoted his time to the development of the private equity investment practice since Advantage Partners launched its first buyout fund in Japan in 1997, and he possesses an established track record in Japan and Asia with more than 100 investments and more than $5 billion of total funds deployed; (ii) Mr. Suzuki has over 29 years of experience in alternative investments including real estate, private equity, and infrastructure, especially in the renewable energy space at Mitsubishi Corporation, a leading Japanese trading and investment company; (iii) Mr. Krishnamoorthy has over 39 years of experience in the energy and renewable energy sector, including in structuring and negotiating complex contracts about joint ventures, mergers and acquisitions and financing in this sector; (iv) Mr. Jorgensen has over 14 years of experience in the renewable energy sector and ample experience in product management and engineering; and (v) Ms. Anderson has over 13 years of experience in the energy and infrastructure sector, and she is also
 
27

 
a leading expert on the Equator Principles and other standards related to mitigating environmental and social risk in lending. For more details regarding their relevant experience, please see the section entitled “Business of APAC and Certain Information about APAC — Directors and Executive Officers” in this proxy statement/prospectus. Accordingly, the APAC Board believes that based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination is fair from a financial perspective to its shareholders and is advisable for and in the best interests of its shareholders. The board of directors also determined, without seeking a valuation from a financial advisor, that JEPLAN’s fair market value was at least 80% of APAC’s net assets. Accordingly, investors will be relying on the judgment of the APAC Board as described above in valuing JEPLAN’s business and assuming the risk that the APAC Board may not have properly valued such business.
Q:
What happens if I vote against the Business Combination Proposal?
A:
If you vote against the Business Combination Proposal but the Business Combination Proposal still obtains the affirmative vote of a majority of the shareholders of APAC that are entitled to vote and who attend and vote at the Extraordinary General Meeting, then the Business Combination Proposal will be approved and, assuming the approval of the Merger Proposal and the satisfaction or waiver of the other conditions to Closing, the Business Combination will be consummated in accordance with the terms of the Business Combination Agreement. If you vote against the Business Combination Proposal and the Business Combination Proposal does not obtain the affirmative vote of a majority of the shareholders of APAC that are entitled to vote and who attend and vote at the Extraordinary General Meeting, then the Business Combination Proposal will fail and APAC will not consummate the Business Combination. If APAC does not consummate the Business Combination, it may continue to try to complete a business combination with a different target business until the Business Combination Deadline. Pursuant to Section 49.7 of the SPAC Articles, if APAC fails to complete an initial business combination by the Business Combination Deadline. APAC shall (a) cease all operations except for the purpose of winding up; (b) 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 a pro-rata portion of the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to APAC (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of Public Shares then in issue, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (c) as promptly as reasonably possible following such redemption, subject to the approval of APAC’s remaining shareholders and the directors of APAC, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable Law.
Q:
Do I have redemption rights?
A:
If you are a Public Shareholder, you may redeem all or a portion of your Public Shares in connection with the Business Combination at a per-share price, payable in cash, equal to a pro-rata portion of the aggregate amount then on deposit in the Trust Account and not previously released to APAC to pay its taxes, divided by the number of then outstanding Public Shares; provided that, if the NTA Proposal is not approved and the Net Tangible Assets Condition is not waived, APAC will not redeem any Public Shares issued in the IPO to the extent that such redemption would result in APAC having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001. A Public Shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a partnership, limited partnership or syndicate, or other group for the purposes of acquiring, holding or disposing of the Public Shares, will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Public Shares sold in the IPO in connection with any vote on a business combination. Holders of outstanding SPAC Warrants do not have redemption rights in connection with the Business Combination. The Initial Shareholders and APAC’s other current directors and officers have agreed, for no consideration, to waive their redemption rights with respect to any Public Shares they may hold in connection with the consummation of the Business Combination, and the Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account as of January 24, 2024, the estimated per-share redemption price
 
28

 
would have been approximately $11.16. This is greater than the $10.00 IPO price of the SPAC Units. Additionally, Public Shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the Trust Account including interest earned on the funds held in the Trust Account and not previously released to APAC to pay franchise and income taxes (less $100,000 of interest to pay dissolution expenses), in connection with the liquidation of the Trust Account, unless APAC completes an alternative business combination prior to the Business Combination Deadline.
Q:
Can the Initial Shareholders and other directors and officers of APAC redeem their SPAC ordinary shares in connection with the consummation of the Business Combination?
A:
No. The Initial Shareholders and APAC’s other current directors and officers have agreed, for no consideration, to waive their redemption rights with respect to their Founder Shares and any Public Shares they may hold in connection with the consummation of the Business Combination.
Q:
Is there a limit on the number of Public Shares I may redeem?
A:
Yes. A Public Shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a partnership, limited partnership or syndicate, or other group for the purposes of acquiring, holding or disposing of the Public Shares, will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares. Accordingly, all Public Shares in excess of the 15% threshold beneficially owned by a Public Shareholder or group will not be redeemed for cash. On the other hand, a Public Shareholder or group who holds less than 15% of the Public Shares may redeem all of the Public Shares held by him or her for cash.
Q:
Is there a limit on the total number of Public Shares that may be redeemed?
A:
Yes. The SPAC Articles provide that APAC may not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Other than this limitation, the SPAC Articles do not provide a specified maximum redemption threshold. The Business Combination Agreement provides that, to the extent that the NTA Proposal has not been passed, each party’s obligation to consummate the Business Combination is conditioned on APAC having at least $5,000,001 of net tangible assets following redemptions. If the NTA Proposal is not approved and the Net Tangible Assets Condition is not met or is not waived, then APAC may elect not to consummate the Business Combination.
Q:
Will how I vote affect my ability to exercise redemption rights?
A:
No. You may exercise your redemption rights whether you vote your Public Shares for or against, or whether you abstain from voting on, the Proposals. As a result, the Business Combination Agreement can be approved by shareholders who will redeem their shares and no longer remain shareholders, leaving shareholders who choose not to redeem their shares holding shares in a company with a potentially less-liquid trading market, fewer shareholders, potentially less cash and the potential inability to meet the listing standards of the NYSE.
Q:
How do I exercise my redemption rights?
A:
To exercise your redemption rights (i) if you hold SPAC Units, separate the underlying shares and warrants, and (ii) prior to [            ], Eastern Time on [       ], 2024 (two business days before the Extraordinary General Meeting), tender your shares physically or electronically and submit a request in writing that APAC redeem your Public Shares for cash to Continental at the following address:
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: spacredemptions@continentalstock.com
Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of his or any other person with whom he is acting in concert or as a partnership, limited partnership or syndicate, or
 
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other group for the purposes of acquiring, holding or disposing of the Public Shares, will be restricted from seeking redemption rights with respect to more than 15% of the Public Shares included in the SPAC Units, which is referred to herein as the “15% threshold.” Accordingly, all Public Shares in excess of the 15% threshold beneficially owned by a Public Shareholder or group will not be redeemed for cash.
APAC shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from Continental and time to effect delivery. It is APAC’s understanding that APAC shareholders should generally allot at least two weeks to obtain physical certificates from Continental. However, APAC does not have any control over this process and it may take longer than two weeks. APAC shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.
APAC shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” are required to either tender their certificates to Continental two business days prior to the vote on the proposal by ordinary resolution to approve the Business Combination at the Extraordinary General Meeting, or to deliver their share certificates (if any) and other redemption forms to Continental electronically using Depository Trust Company’s (“DTC”) Deposit/Withdrawal At Custodian (“DWAC”) system, at such shareholder’s option. The requirement for physical or electronic delivery prior to the Extraordinary General Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Business Combination is approved.
There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. Transfer agent will typically charge a tendering broker a fee, and it is in the broker’s discretion whether or not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders seeking to exercise redemption rights are required to tender their shares, as the need to deliver share certificates (if any) and other redemption forms is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.
Q:
What are the U.S. federal income tax consequences of exercising my redemption rights with respect to my Public Shares?
A:
The receipt of cash by a U.S. holder (as defined below) of SPAC ordinary shares in redemption of such shares will be a taxable transaction for U.S. federal income tax purposes. Please see the section entitled “Material U.S. Federal Income Tax Considerations — Material U.S. Federal Income Tax Considerations to U.S. Holders — Tax Consequences for U.S. Holders Exercising Redemption Rights — Redemption of SPAC ordinary shares” for additional information. U.S. holders of SPAC ordinary shares considering the exercise of their redemption rights should consult with, and rely solely upon, their own tax advisors with respect to the U.S. federal income tax consequences of exercising such redemption rights.
Q:
If I am a SPAC Warrant holder, can I exercise redemption rights with respect to my warrants?
A:
No. The holders of SPAC Warrants have no redemption rights with respect to their Public Warrants.
Q:
If I hold SPAC Warrants, what are the U.S. federal income tax consequences of my SPAC Warrants converting into PubCo Warrants?
A:
A U.S. holder (as defined below) that owns only SPAC Warrants but not SPAC ordinary shares and whose SPAC Warrants convert into PubCo Warrants should be treated as exchanging such SPAC Warrants for “new” warrants. If so treated, a U.S. holder generally should be required to recognize gain or loss in such deemed exchange in an amount equal to the difference between the fair market value of the PubCo Warrants held by it immediately following the Merger and the adjusted tax basis of the SPAC Warrant held by it immediately prior to the Merger. A U.S. holder’s tax basis in PubCo Warrants received in the Merger will equal the fair market value of such PubCo Warrants. A U.S. holder’s holding period in such U.S. holder’s PubCo Warrants should begin on the day after the Merger.
U.S. holders of SPAC Warrants are urged to consult with their tax advisors regarding the treatment of their SPAC Warrants in connection with the Merger.
 
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For an additional discussion of the U.S. federal income tax treatment of SPAC Warrants in connection with the Merger, including the treatment of a U.S. holder that owns SPAC ordinary shares in addition to SPAC Warrants, see the section entitled “Material U.S. Federal Income Tax Considerations — Material U.S. Federal Income Tax Considerations to U.S. Holders,” which qualifies the summary above in its entirety.
Q:
Do I have appraisal rights or dissenters’ rights if I object to the proposed Business Combination?
A:
With respect to the Merger, the Cayman Islands Companies Act provides for a right of dissenting from the Merger.
Dissenter or appraisal rights are not available to holders of ADSs or the underlying PubCo Common Shares in connection with the Business Combination.
Holders of SPAC Units and SPAC Warrants do not have appraisal rights in respect of their SPAC Units and SPAC Warrants in connection with the Business Combination under the Cayman Islands Companies Act.
Holders of Public Shares who comply with the applicable requirements of Section 238 of the Cayman Islands Companies Act have the right, under certain circumstances, to object to the Merger and exercise statutory appraisal (“dissenter”) rights, including rights to seek payment of the fair value of their Public Shares. These statutory appraisal rights are separate to the right of Public Shareholders to elect to have their shares redeemed for cash at the applicable redemption price in accordance with the SPAC Articles. It is possible that, if shareholders of APAC exercise their statutory dissenter rights, the fair value of the Public Shares determined under Section 238 of the Cayman Islands Companies Act could be more than, the same as, or less than what such shareholders would obtain if they exercise their redemption rights as described herein. However, it is APAC’s view that such fair market value would equal the amount that its shareholders would obtain if they exercise their redemption rights as described herein and in accordance with the SPAC Articles. Shareholders need not vote against any of the Proposals at the Extraordinary General Meeting in order to exercise their statutory dissenter rights under the Cayman Islands Companies Act.
Shareholders who do wish to exercise dissenter rights, if applicable (and the shares held by such shareholders, the “Dissenting Shares”), will be required to deliver notice to APAC prior to the Extraordinary General Meeting and follow the process prescribed in Section 238 of the Cayman Islands Companies Act. This is a separate process with different deadline requirements to the process that shareholders must follow if they wish to exercise their redemption rights in accordance with the SPAC Articles.
At the Merger Effective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 238 of the Cayman Islands Companies Act. Notwithstanding the foregoing, if any such holder shall have failed to perfect or prosecute or shall have otherwise waived, effectively withdrawn or lost its rights under Section 238 of the Cayman Islands Companies Act or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 238 of the Cayman Islands Companies Act, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares under Section 238 of the Cayman Islands Companies Act shall cease, and such Public Shares shall no longer be considered Dissenting Shares for purposes hereof, and such holder’s Public Shares shall thereupon be deemed to have been converted as of the Merger Effective Time into the right to receive one PubCo Common Share represented by an ADS.
Q:
What happens to the funds held in the Trust Account upon consummation of the Business Combination?
A:
If the Business Combination is consummated, the funds held in the Trust Account will be used to pay APAC shareholders who have properly exercised their redemption rights in accordance with the SPAC Articles and will then be used for general corporate purposes following the Business Combination. On February 14, 2023 and following up on earlier preliminary discussions between representatives of APAC and Credit Suisse beginning in December 2022 regarding Credit Suisse’s involvement in a potential PIPE investment in connection with the potential business combination transaction involving APAC
 
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and JEPLAN (the “Proposed Business Combination”), representatives of APAC contacted representatives of Credit Suisse and the parties discussed concerns around Credit Suisse’s ability to act as the placement agent for any potential PIPE investment due to Credit Suisse’s inability to commit an appropriate level of resources. Representatives of APAC further requested that, if Credit Suisse ultimately did not serve as placement agent for the potential PIPE investment, Credit Suisse should follow market practice and waive the Deferred Discount as well. Credit Suisse neither agreed nor objected to such request during this discussion. On February 17, 2023, representatives of Credit Suisse notified representatives of APAC about the waiver by Credit Suisse of its right to receive the Deferred Discount, without explanation as to why such waiver was being provided. Later that day, APAC sent Credit Suisse an initial draft of a letter agreement with respect to such waiver. Pursuant to a letter agreement, by and between Credit Suisse and APAC, dated as of April 12, 2023, contemplating the waiver by Credit Suisse of its right to receive the Deferred Discount (the “Credit Suisse Waiver Letter”), Credit Suisse, the sole underwriter of the IPO, waived the $6,037,500 Deferred Discount, provided that the Merger is consummated. As of the date of the Deferred Discount Waiver, Credit Suisse has performed all its obligations under the Underwriting Agreement to obtain the Deferred Discount and is therefore gratuitously waiving its right to receive the Deferred Discount.
Credit Suisse did not provide APAC its reasons for waiving the Deferred Discount, nor did it communicate to APAC that such waiver was the result of any dispute or disagreement between Credit Suisse and APAC with respect to the scope of Credit Suisse’s engagements, its ability to complete such engagements, or any matter relating to APAC’s or JEPLAN’s operations, prospects, policies, procedures or practices. APAC did not correspond with Credit Suisse about the reasons for its waiver of the Deferred Discount or otherwise seek out the reasons why Credit Suisse was waiving deferred fees despite having already completed its services. While APAC will not speculate as to Credit Suisse’s reasons or motivations for waiving the Deferred Discount, as such waiver was a unilateral act of Credit Suisse, APAC does not believe that such waiver was the result of any dispute or disagreement between Credit Suisse and APAC with respect to the scope of Credit Suisse’s engagements, its ability to complete such engagements, or any matter relating to APAC’s or JEPLAN’s operations, prospects, policies, procedures or practices. It is APAC’s understanding that other companies have received similar waivers from investment banks in connection with other business combination transactions involving special purpose acquisition companies. However, investors should be aware that a fee waiver for services already rendered is unusual. For more information on related risks, see “Risk Factors — Risks Related to APAC and the Business Combination — Credit Suisse, the sole underwriter of the IPO, was to be compensated, in part, on a deferred basis for already-rendered underwriting services in connection with the IPO, yet it waived such compensation without any consideration from APAC, provided that the Merger is consummated, and has affirmatively disclaimed any responsibility for any of the disclosure in the registration statement of which this proxy statement/prospectus forms a part. Such a fee waiver for services already rendered is unusual and may adversely affect market perception of the Business Combination, which could result in an increased number of Public Shareholders voting against the Business Combination or seeking to redeem their shares for cash.
Following the IPO APAC had no, and it does not currently have, any ongoing relationship with Credit Suisse, including any financial or merger-related advisory services conducted by Credit Suisse. Credit Suisse has not performed any additional services for APAC after the IPO for any contingent fees and is not expected to perform any additional services following the consummation of the Business Combination. Credit Suisse also had no role in the identification or evaluation of potential targets for the Business Combination. In addition, Credit Suisse was not involved in the preparation of any disclosure included in this proxy statement/prospectus, any analysis underlying disclosure included in this proxy statement/prospectus, or the related registration statement, and APAC is not aware of any disagreement with Credit Suisse regarding the disclosure herein. Further, Credit Suisse did not assist in the preparation or review of any materials for APAC in connection with the Business Combination and did not participate in any other aspect of the Business Combination.
As a result of the Deferred Discount Waiver, Credit Suisse claims no role in the Business Combination, has affirmatively disclaimed any responsibility for any of the disclosure in the registration statement of which this proxy statement/prospectus forms a part and will not be associated with the disclosure related to the Business Combination. Further, Credit Suisse did not assist in the preparation or review of
 
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any materials for APAC in connection with the Business Combination and did not participate in any other aspect of the Business Combination. As such, the Deferred Discount Waiver did not impact APAC’s evaluation of the Business Combination.
Q:
What happens if a substantial number of Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?
A:
Unlike some other blank check companies that require their public shareholders to vote against a business combination to exercise their redemption rights, the Public Shareholders may vote in favor of the Business Combination and exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are substantially reduced as a result of redemption by the Public Shareholders. If APAC’s Public Shareholders redeem more than 7,604,586 Public Shares and no additional funds are raised by APAC or PubCo through other permitted financing (except in connection with the subscription and purchase by the Sponsor of 500,000 ADSs pursuant to the Sponsor Subscription Agreement), then we expect that the Minimum Cash Condition will not be satisfied and the Business Combination will not be consummated unless the Minimum Cash Condition is waived.
The Initial Shareholders have agreed, for no consideration, to vote their Founder Shares, which represent approximately 27.6% of the issued and outstanding Public Shares, and any Public Shares acquired during or after the IPO in favor of the Business Combination Proposal. Also, with fewer Public Shares and Public Shareholders, the trading market for the ADSs may be less liquid than the market for Public Shares was prior to the Business Combination. PubCo may not be able to meet the listing standards for the NYSE. It is a condition to the consummation of the Business Combination that PubCo’s initial listing application with NYSE in connection with the Business Combination shall have been conditionally approved and the ADSs to be issued in connection with the Business Combination shall have been approved for listing on the NYSE, subject to official notice of issuance. APAC, PubCo, Merger Sub and JEPLAN have certain obligations under the Business Combination Agreement to use reasonable best efforts to consummate the Business Combination, including with respect to satisfying the NYSE listing condition. Unless waived in accordance with the Business Combination Agreement, if the NYSE listing condition in the Business Combination Agreement is not met, the Business Combination will not be consummated.
Q:
What happens if the Business Combination is not consummated?
A:
There are certain circumstances under which the Business Combination Agreement may be terminated. Please see the section entitled “The Business Combination Agreement” for information regarding the parties’ specific termination rights.
Pursuant to Article 49.7 of the SPAC Articles, APAC has exercised its option to extend the date by which APAC must complete a business combination from June 21, 2023 to September 21, 2023, and $1,725,000 was deposited into the Trust Account on June 21, 2023 following the issuance of a non-interest bearing, unsecured and non-convertible promissory note in the aggregate principal amount of $1,725,000 by APAC to the Sponsor dated June 16, 2023. The promissory note matures upon the closing of a business combination by APAC and will not be repaid in the event that APAC is unable to complete a business combination, unless there are funds available outside the Trust Account to do so. On August 29, 2023, APAC filed a definitive proxy statement, as supplemented on August 31, 2023, with the SEC, seeking shareholder approval to extend the date by which APAC must complete a business combination from September 21, 2023 to June 21, 2024 or such earlier date as determined by the APAC Board or such later time as its shareholders may approve in accordance with the SPAC Articles. APAC obtained the requisite shareholder approval at an extraordinary general meeting of its shareholders on September 15, 2023 and filed an amendment to the SPAC Articles to reflect the new Business Combination Deadline on September 20, 2023. In connection with the shareholder vote, holders of 5,947,466 Public Shares properly exercised their redemption right. There can be no assurance that APAC will be able to further extend the Business Combination Deadline to such later time as its shareholders may approve in accordance with the SPAC Articles. On September 19, 2023, APAC issued the Extension Note in the principal amount of up to $1,800,000 to the Sponsor, pursuant to which, the Sponsor agreed to deposit into the Trust Account $200,000 each month (or a pro rata portion thereof
 
33

 
if less than a month) until the earlier of (i) the date of the extraordinary general meeting held in connection with a shareholder vote to approve a business combination, and (ii) June 21, 2024 or such earlier date as determined by the APAC Board. The Extension Note bears no interest and is payable promptly after the date on which APAC consummates an initial business combination. As of January 24, 2024, the Trust Account has received $1,000,000 of such deposits from the Sponsor.
If APAC has not consummated an initial business combination by the Business Combination Deadline, then, pursuant to Section 49.7 of the SPAC Articles, APAC will (i) cease all operations except for the purpose of winding up; (ii) 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 a pro-rata portion of the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to APAC (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of Public Shares then in issue, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of APAC’s remaining shareholders and the APAC Board, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. In the event of such distribution, it is possible that the per-share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per SPAC Unit in the IPO. Please see the section entitled “Risk Factors — Risks Related to APAC and the Business Combination” for additional information. Holders of Founder Shares have waived any right to any liquidation distribution with respect to such shares.
In addition, there are no redemption rights and will be no liquidating distributions with respect to the SPAC Warrants, which will expire worthless if APAC fails to complete an initial business combination by the Business Combination Deadline.
Q:
When is the Business Combination expected to be completed?
A:
It is currently anticipated that the Business Combination will be consummated promptly following the Extraordinary General Meeting, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived.
For a description of the conditions to the completion of the Business Combination, see the section entitled “The Business Combination Agreement — Conditions to Closing the Business Combination.”
Q:
What do I need to do now?
A:
You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.
Q:
How do I vote?
A:
If you were a holder of record of SPAC ordinary shares on [       ], 2024, the record date for the Extraordinary General Meeting, you may vote with respect to the proposals in person (or virtually) at the Extraordinary General Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.
Voting by Mail.   By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Extraordinary General Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Extraordinary General Meeting so that your shares will be voted if you are unable to attend the Extraordinary General Meeting. If you receive more than one proxy
 
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card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by       Eastern time on [     ], 2024.
Voting in Person at the Meeting.   If you attend the Extraordinary General Meeting and plan to vote in person, you will be provided with a ballot at the Extraordinary General Meeting. If your shares are registered directly in your name, you are considered the shareholder of record and you have the right to vote in person at the Extraordinary General Meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares, or if you wish to attend the Extraordinary General Meeting and vote in person, you will need to bring to the Extraordinary General Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares. For additional information, please see the section entitled “The Extraordinary General Meeting” elsewhere in this proxy statement/prospectus.
Q:
What will happen if I abstain from voting or fail to vote at the Extraordinary General Meeting?
A:
At the Extraordinary General Meeting, a properly executed proxy marked “ABSTAIN” with respect to a particular proposal will be counted as present for purposes of determining whether a quorum is present. For purposes of approval, abstentions and broker nonvotes will be counted as present for the purpose of determining a quorum but will have no effect on any of the Proposals.
Q:
What will happen if I sign and return my proxy card without indicating how I wish to vote?
A:
Signed and dated proxies received by APAC without an indication of how the shareholder intends to vote on a proposal will be voted “FOR” each proposal presented to the shareholders.
The proxyholders may use their discretion to vote on any other matters that properly come before the Extraordinary General Meeting.
Q:
If I am not going to attend the Extraordinary General Meeting in person, should I return my proxy card instead?
A:
Yes. Whether or not you plan to attend the Extraordinary General Meeting, please read the enclosed proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.
Q:
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
A:
No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. APAC believes that all of the proposals to be presented to the shareholders at this Extraordinary General Meeting will be considered non-discretionary and, therefore, your broker, bank or nominee cannot vote your shares without your instruction on any of the Proposals to be presented at the Extraordinary General Meeting. If you do not provide instructions with your proxy card, your broker, bank or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares. This indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.” Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum but will have no effect on any of the Proposals. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.
Q:
May I change my vote after I have mailed my signed proxy card?
A:
Yes. You may change your vote by delivering a later-dated proxy so that it is received prior to the Extraordinary General Meeting, or you may attend the Extraordinary General Meeting in person (or
 
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virtually) and vote. You also may revoke your proxy by sending a notice of revocation to Morrow Sodali LLC (“Morrow”) at the address listed below, which notice must be received by Morrow prior to the Extraordinary General Meeting.
Q:
What should I do if I receive more than one set of voting materials?
A:
You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive to cast your vote with respect to all of your shares.
Q:
Who will solicit and pay the cost of soliciting proxies for the Extraordinary General Meeting?
A:
APAC will pay the cost of soliciting proxies for the Extraordinary General Meeting. APAC has engaged Morrow to assist in the solicitation of proxies for the Extraordinary General Meeting. APAC has agreed to pay Morrow $30,000 its customary fee, plus associated disbursements and will indemnify Morrow and its affiliates against certain losses, damages, expenses, liabilities and claims. APAC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Public Shares for their expenses in forwarding soliciting materials to beneficial owners of Public Shares and in obtaining voting instructions from those owners. The directors, officers and employees of APAC may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
Q:
Who can help answer my questions?
A:
If you have questions about the proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact:
AP Acquisition Corp
10 Collyer Quay,
#37-00 Ocean Financial Center
Singapore
Telephone: +65 6808 6510
You may also contact the proxy solicitor for APAC at:
Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, Connecticut 06902
Telephone: (800) 662-5200 (banks and brokers call collect at (203) 658-9400)
Email: APCA.info@investor.morrowsodali.com
To obtain timely delivery, APAC shareholders must request the materials no later than            , 2024, or five business days prior to the Extraordinary General Meeting.
You may also obtain additional information about APAC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”
If you intend to seek redemption of your Public Shares, you will need to tender your shares physically or electronically and submit a request in writing that APAC redeem your Public Shares for cash to Continental at the following address. If you have questions regarding the certification of your position or delivery of your share certificates (if any) and other redemption forms, please contact Continental at the following address.
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: spacredemptions@continentalstock.com
 
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the Business Combination and the proposals to be considered at the Extraordinary General Meeting, you should read this entire proxy statement/prospectus carefully, including the annexes. See also the section entitled “Where You Can Find More Information.” Certain figures included in this section have been rounded for ease of presentation, and as a result, percentages may not sum to 100%.
Parties to the Business Combination
APAC
APAC is a Cayman Islands exempted company incorporated as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more business entities on April 22, 2021.
The SPAC Units, Public Shares and Public Warrants trade on the NYSE under the symbols “APCA.U,” “APCA” and “APCA.WS,” respectively. At the Closing, each SPAC Unit will automatically separate into its component parts, and the Public Shares and the SPAC Warrants will be converted into PubCo Common Shares and PubCo Warrants, respectively.
The mailing address of APAC’s principal executive office is 10 Collyer Quay, #37-00 Ocean Financial Center, Singapore, and its telephone number is +65 6808 6510.
JEPLAN, Inc.
JEPLAN is a Japanese corporation (kabushiki kaisha) incorporated in 2007 under the Japan Act and domiciled in Japan, with its principal executive and registered office at 12-2 Ogimachi, Kawasaki-ku, Kawasaki-shi, Kanagawa, Japan.
JEPLAN uses recycling services intended to promote a “circular economy.” JEPLAN, through its subsidiaries, recycles polyethylene terephthalate (PET) using chemical recycling technology to produce and sell recycled polyester and plastic raw materials to third-party businesses and end users, and also to license its recycling technology to third-party businesses. JEPLAN’s principal business activities involve: (1) the processing and sale of r-PET and r-BHET, (2) a collaboration with France’s Axens Group (“Axens”) and IFP Energies nouvelles (“IFPEN”) through a Joint Development Cooperation and Commercialization Agreement, dated June 30, 2020, as amended to date (the “Axens Agreement”), which contemplates the potential initiation through Axens of licensing arrangements of our jointly-developed REWIND® PET technology, (3) the marketing and sale of our used clothing collection services, and (4) the sale of our consulting and marketing services. Although JEPLAN still considers its consulting and marketing services to be an important business activity, JEPLAN has materially reduced its focus on these services. Substantially all of JEPLAN’s revenues for fiscal years 2022 and 2021 are attributable to its resin sales and recycling activities. To date, JEPLAN has not received any revenues from licensing arrangements arising out of Axens Agreement or with other collaboration partners.
JEPLAN expects REWIND® PET, once fully validated, to accommodate a more diverse set of recycling needs — and, therefore, offer a broader potential licensing market — than JEPLAN’s existing chemical recycling technology, in part due to the enhanced ability of REWIND® PET in removing impurities from raw materials. Axens has been retained, pursuant to the Axens Agreement, as the exclusive licensor of REWIND® PET and JEPLAN’s proprietary chemical recycling technology on behalf of JEPLAN and IFPEN and is expected to exploit its extensive relationships with various chemical companies to explore potential licensing arrangements. Pursuant to the Axens Agreement, each of Axens and IFPEN, on the one hand, and JEPLAN, on the other, share the licensing revenue after taking into account an upfront fee and a contracting fee. No licenses have been marketed or sold to date, but the parties intend to market and sell licenses once REWIND® PET is fully validated, although agreements may be obtained earlier in select cases where appropriate. In furtherance of JEPLAN’s ongoing efforts to validate REWIND® PET, JEPLAN has constructed a REWIND® PET semi-industrial unit as part of an expansion of its KHP Plant to
 
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demonstrate to potential licensees how REWIND® PET can be integrated into potential licensees’ own recycling facilities and to ensure that the process and logistics chain comply with such potential licensees’ safety, quality, and cost standards. Upon validation and in connection with certain licenses of REWIND® PET, JEPLAN intends to establish wide-scale industrial projects by taking part in the manufacturing process through formation of joint ventures with licensees. JEPLAN intends to establish such joint ventures with respect to its proprietary technology, as well.
JEPLAN continues to produce r-PET resin and r-BHET at its PRT Plant and, to a lesser extent, its KHP Plant, using its existing proprietary technology. In 2022, the PRT Plant was in operation for 6,792 hours by seven skilled operators working two rotating shifts and produced approximately 19,000 metric tons of r-PET and r-BHET in the aggregate (comprised of approximately 95% r-PET resin and 5% r-BHET), of which 97.5% was able to be utilized and sold as final product. JEPLAN derives substantially all its revenues from sales of its r-PET resin to two customers of PRT, Nishino Kinryo Co., Ltd. and Toyota Tsusho Corporation (“Toyota Tsusho”), which together accounted for approximately 66.7% and 61.9% of JEPLAN’s revenues for the years ended December 31, 2022 and 2021, respectively. The revenues derived from Toyota Tsusho depend entirely on JEPLAN and PRT’s negotiations with Asahi Softdrinks Co., Ltd. (“Asahi”) and Suntory Beverage & Food Limited, as end users. See “Business of JEPLAN and Certain Information About JEPLAN — Key Customers” for more information.
Asahi has the right to purchase the entire resin output of the PRT Plant at certain preferential prices through 2026. Resin purchases are effected on Asahi’s behalf through purchase orders from Toyota Tsusho to PRT. PRT may only sell resin to a third party in any given year for the balance of output not committed to Asahi. However, Asahi benefits from “most favored nation” rights in the event pricing and volume terms agreed with a third party are more favorable. Asahi’s aforementioned rights expire at the end of 2026. See “JEPLAN Management’s Discussion and Analysis of Financial Condition and Results of Operations —  Liquidity and Capital Resources — Credit Facilities and Loans — Bank Loans to JEPLAN” for more information on these rights. Accordingly, JEPLAN’s resin sales revenue may be adversely impacted if Asahi decides to purchase an increasing share of the PRT Plant’s total output at substantially lower prices than what JEPLAN could otherwise obtain from a third-party purchaser. Sales revenue may also be limited if JEPLAN is unable to find a buyer for the remaining available resin. For information on related risks, see “Risk Factors — Risks Related to JEPLAN — Risks Related to JEPLAN’s Business and Financial Condition — JEPLAN is dependent on, and derives substantially all of its revenue from, sales of its r-PET resin to two customers, which resin is distributed to three main end users.”
In August 2023, an equipment malfunction occurred at the PRT Plant during the melt polymerization process start-up preparation work, which related to an unexpected noise present during agitation and rotation of one of the polymerization tanks. Production of r-PET was halted on August 3, 2023 to allow for an initial investigation of the issue. The investigation found that, although an abnormal noise could be heard, the agitator shaft was secure and no abnormality was found pursuant to the applicable metrics observed. Based on these results, management decided to initiate a test operation of the plant on August 17, 2023. For two weeks, the plant was able to maintain steady-state daily production of 68 metric tons of r-PET resin with no negative effect on quality. Accordingly, management determined that the risk of another halt in production was minimal and decided to continue production at the PRT Plant full time. No further pause in production has occurred to date, but the occurrence of the abnormal noise has not been resolved. JEPLAN believes that, although stable production of r-PET can currently continue at the PRT Plant, (i) additional repairs or part replacements may be required in the future, which management intends to address during a previously scheduled pause in production for routine refurbishment purposes during June 2024, at an estimated cost of ¥20 million, and (ii) there may be future production stoppages due to equipment-related issues. However, the costs, extent, and timing of such remediation are currently uncertain as the assessment and remediation efforts are continuing. Any such further delays could have a material adverse effect on JEPLAN’s revenues, business, financial condition, and results of operations. JEPLAN expects that the initial halt in production at the PRT Plant will adversely affect Consolidated Revenue, Consolidated Gross Profit, and Consolidated EBITDA for the fiscal year ended December 31, 2023.
JEPLAN incurred a net loss of ¥1,325,805 thousand and ¥2,041,760 thousand for the six months ended June 30, 2023 and the year ended December 31, 2022, respectively, and an accumulated deficit of ¥7,070,289 thousand and ¥5,773,589 thousand from its inception through June 30, 2023 and December 31,
 
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2022, respectively. JEPLAN expects to continue to incur operating and net losses each quarter until at least the time that (i) it successfully launches its licensing business and generates substantial revenue, (ii) PRT has remained party to resin purchase agreements, certain of which include purchase volume commitments, for at least the next two years, and/or (iii) we become more cost-competitive by (A) diversifying the raw materials, or feedstock, used in production by collaborating with mechanical recyclers and increasing the ratios of residuals used, as well as by converting raw materials to film and sheets derived from non-PET bottles and (B) improving our efficiency in collecting raw materials, including with respect to monoethylene glycol (MEG) (recovered from the prior recycling of PET and is currently purchased from private suppliers), by implementing, among other things, advanced sorting, washing, distillation, and crystallization processes, which serve to more efficiently remove contaminants from MEG. For more information on JEPLAN’s diversification of its raw materials, see “JEPLAN Management’s Discussion and Analysis of Financial Condition and Results of Operation — Trend Information — Raw Materials.
For more information about JEPLAN, see the sections entitled “Business of JEPLAN and Certain Information about JEPLAN” and “JEPLAN Management’s Discussion and Analysis of Financial Condition and Results of Operation.”
PubCo
JEPLAN Holdings, Inc. was incorporated under the Japan Act on May 29, 2023 as a Japanese corporation (kabushiki kaisha), having its executive and registered office at 12-2 Ogimachi, Kawasaki-ku, Kawasaki-shi, Kanagawa, Japan. PubCo owns no material assets and does not operate any business. Prior to the consummation of the Business Combination, the sole representative director of PubCo is Masaki Takao and the sole shareholder of PubCo is JEPLAN.
PubCo expects to apply to list its ADSs and PubCo Series 1 Warrants on the NYSE under the symbols “JPL” and “JPL WS,” respectively.
PubCo qualifies as an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which means that it can take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies.
Upon the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, PubCo will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Even after PubCo no longer qualifies as an emerging growth company, as long as PubCo continues to qualify as a foreign private issuer under the Exchange Act, PubCo will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act;

the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events.
In addition, PubCo will not be required to file annual reports and financial statements with the SEC as promptly as U.S. domestic companies whose securities are registered under the Exchange Act, and is not required to comply with Regulation FD, which restricts the selective disclosure of material information.
As a foreign private issuer, PubCo will be permitted to follow home country corporate governance practices instead of certain corporate governance practices required by the NYSE for U.S. domestic issuers.
Merger Sub
JEPLAN MS, Inc. is an exempted company limited by shares incorporated under the laws of the Cayman Islands with registration number 400484 and a direct wholly-owned subsidiary of PubCo. Merger
 
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Sub was formed solely in contemplation of the Business Combination, has not commenced any operations, has only nominal assets and has no liabilities or contingent liabilities, nor any outstanding commitments other than in connection with the Business Combination.
The mailing address of Merger Sub’s principal executive office is Mourant Nominees (Cayman) Limited, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108, Cayman Islands.
The Business Combination
The Business Combination Agreement and Merger Consideration
Under the Business Combination Agreement, PubCo, APAC, Merger Sub and JEPLAN intend to effect a business combination transaction whereby (a) PubCo and JEPLAN will, on the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the Japan Act and other applicable Laws, implement and consummate the Pre-Merger Reorganization and (b) following the Pre-Merger Reorganization and at the Merger Effective Time, Merger Sub will merge with and into APAC with APAC being the surviving entity and becoming a wholly-owned subsidiary of PubCo.
On the Closing Date, immediately prior to the Merger Effective Time, the SPAC Class B Conversion shall be effected and pursuant to such conversion each Founder Share shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each former holder of Founder Shares shall thereafter cease to have any rights with respect to such securities.
At the Merger Effective Time, each SPAC Unit issued and outstanding immediately prior to the Merger Effective Time shall be automatically detached and the holder thereof shall be deemed to hold one Public Share and one-half of one Public Warrant in accordance with the terms of the applicable SPAC Unit.
Immediately following the SPAC Class B Conversion and the SPAC Unit Separation in accordance with the terms of the Business Combination Agreement, (i) each Public Share issued and outstanding immediately prior to the Merger Effective Time, including Public Shares held as a result of the SPAC Unit Separation or the SPAC Class B Conversion and excluding treasury shares of APAC, if any, Public Shares in respect of which an eligible holder has validly exercised its redemption rights and Public Shares for which the holder has validly exercised its dissenter’s rights, shall automatically be cancelled and cease to exist in exchange for the right to receive one ADS, and each APAC shareholder shall cease to have any other rights in and to their shares of APAC, except as expressly provided in the Business Combination Agreement; (ii) each Public Warrant outstanding immediately prior to the Merger Effective Time, including Public Warrants held as a result of the separation of SPAC Unit Separation, shall automatically cease to exist in exchange for a PubCo Series 1 Warrant; (iii) each Private Placement Warrant outstanding immediately prior to the Merger Effective Time shall automatically cease to exist in exchange for a PubCo Series 2 Warrant. Subject to the Japan Act, each PubCo Series 1 Warrant and each PubCo Series 2 Warrant shall continue to have and be subject to substantially the same terms and conditions as were applicable to Public Warrants and Private Placement Warrants immediately prior to the Merger Effective Time (including any repurchase rights and cashless exercise provisions), respectively; and (iv) all shares of Merger Sub issued and outstanding immediately prior to the Merger Effective Time shall automatically be converted into one validly issued, fully paid and non-assessable ordinary share of APAC as the surviving entity, which ordinary share shall constitute the only issued and outstanding share in the capital of the surviving entity.
As of January 24, 2024, the Price per Share, as defined in the Business Combination Agreement, with respect to the Share Exchange between JEPLAN Shareholders and PubCo as part of the Business Combination is equal to $2,857.40.
For more information, see the section entitled “The Business Combination Agreement — The Structure of the Business Combination and Consideration to be received in the Business Combination.”
Closing and Conditions to the Closing
The Closing shall take place remotely by conference call and exchange of documents and signatures in accordance with the Business Combination Agreement on the first date on which all conditions set forth in the Business Combination Agreement that are required thereunder to be satisfied on or prior to the Closing
 
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shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), or at such other time or in such other manner as shall be agreed upon by APAC and JEPLAN in writing.
Conditions to the Obligations of Each Party
Under the Business Combination Agreement, the obligations of the parties thereto to consummate the Transactions, including the Merger, are conditioned on the satisfaction or waiver (where legally permissible) of the following conditions at or prior to the Closing:
(a)
each of the SPAC Shareholders’ Approval and the JEPLAN Shareholder Approval shall have been obtained;
(b)
the proxy statement/prospectus and the Form F-6 shall each have become effective under the Securities Act and no stop order suspending the effectiveness of the proxy statement/prospectus or the Form F-6 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn;
(c)
(i) PubCo’s initial listing application with NYSE in connection with the Transactions shall have been conditionally approved and, immediately following the Closing, PubCo shall satisfy any applicable initial and continuing listing requirements of NYSE and PubCo shall not have received any notice of non-compliance therewith, and (ii) the ADSs to be issued in connection with the Transactions shall have been approved for listing on the NYSE, subject to official notice of issuance;
(d)
to the extent that the NTA Proposal has not been passed, after deducting the APAC shareholder redemption amount, APAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act); and
(e)
no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) or governmental order that is then in effect and which has the effect of making the Closing illegal or which otherwise prevents or prohibits consummation of the Closing (any of the foregoing, a “restraint”), other than any such restraint that is immaterial.
All of these closing conditions, with the exception of the closing conditions described in the foregoing paragraph (c) and paragraph (d) (to the extent that the NTA Proposal has been passed), cannot be waived as they represent legal requirements that must be satisfied in order to close the Business Combination. JEPLAN, APAC, PubCo and Merger Sub must unanimously consent to any waiver of the closing conditions described in paragraph (c) and paragraph (d) (to the extent that the NTA Proposal has been passed).
Conditions to the Obligations of APAC
The obligations of APAC to consummate the Transactions, including the Merger, are subject to the satisfaction or waiver of the following additional conditions at or prior to the Closing:
(a)
the representations and warranties contained in Section 4.1 (Organization, Good Standing and Qualification), Section 4.2 (Subsidiaries), Section 4.3 (Capitalization of the Company), Section 4.4 (Capitalization of Subsidiaries), Section 4.5 (Authorization), Section 4.18 (Brokers), Section 6.1 (Organization, Good Standing, Corporate Power and Qualification), Section 6.2 (Capitalization and Voting Rights), Section 6.4 (Authorization), Section 6.8 (Brokers) and Section 6.10 (Business Activities) of the Business Combination Agreement (collectively, the “Specified Company Representations”) that are (i) qualified by materiality, “material” or “Company Material Adverse Effect” or any similar limitation, shall be true and correct in all respects, and (ii) not qualified by materiality, “material” or “Company Material Adverse Effect” or any similar limitation, shall be true and correct in all material respects, in the case of each of the foregoing clauses (i) and (ii), as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be so true and correct on and as of such earlier date). Each of the representations and warranties of JEPLAN or the Acquisition Entities contained in Article IV and Article VI of the Business Combination Agreement (other than the
 
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Specified Company Representations), shall be true and correct (without giving any effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth therein) in all respects as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be so true and correct on and as of such earlier date), except, in any case, where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect;
(b)
each of the covenants of JEPLAN and the Acquisition Entities to be performed as of or prior to the Closing Date shall have been performed in all material respects;
(c)
since the date of the Business Combination Agreement, no Company Material Adverse Effect shall have occurred which is continuing and uncured;
(d)
the Pre-Merger Reorganization shall have been consummated pursuant to the terms and conditions of the Business Combination Agreement (including the Pre-Merger Reorganization Schedule); and
(e)
JEPLAN shall have delivered to APAC a certificate, signed by an authorized officer of JEPLAN and dated as of the Closing Date, certifying that certain conditions set forth in the Business Combination Agreement have been fulfilled.
APAC has the right to waive any of these closing conditions.
Conditions to the Obligations of JEPLAN and the Acquisition Entities
The obligations of JEPLAN and the Acquisition Entities to consummate the Transactions, including the Merger, are subject to the satisfaction or waiver of the following additional conditions at or prior to the Closing:
(a)
the representations and warranties contained in Section 5.1 (Organization, Good Standing, Corporate Power and Qualification), Section 5.2 (Capitalization and Voting Rights), Section 5.3 (Corporate Structure; Subsidiaries), Section 5.4 (Authorization), Section 5.10 (Brokers) and Section 5.15 (Business Activities) of the Business Combination Agreement (collectively, the “Specified SPAC Representations”) that are (i) qualified by materiality, “material” or “SPAC Material Adverse Effect” or any similar limitation, shall be true and correct in all respects, and (ii) not qualified by materiality, “material” or “SPAC Material Adverse Effect” or any similar limitation, shall be true and correct in all material respects, in the case of each of the foregoing clauses (i) and (ii), as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be so true and correct on and as of such earlier date). Each of the representations and warranties of SPAC contained in Article V of the Business Combination Agreement (other than the Specified SPAC Representations), shall be true and correct (without giving any effect to any limitation as to “materiality” or “SPAC Material Adverse Effect” or any similar limitation set forth therein) in all respects as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be so true and correct on and as of such earlier date), except, in any case, where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a SPAC Material Adverse Effect;
(b)
each of the covenants of APAC to be performed as of or prior to the Closing Date shall have been performed in all material respects;
(c)
since the date of the Business Combination Agreement, no SPAC Material Adverse Effect shall have occurred which is continuing and uncured;
(d)
APAC shall deliver or cause to be delivered to JEPLAN a certificate signed by an authorized officer of APAC, dated as of the Closing Date, certifying that certain conditions specified in the Business Combination Agreement have been fulfilled; and
 
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(e)
the satisfaction of the Minimum Cash Condition.
JEPLAN has the right to waive any of these closing conditions.
Termination of the Business Combination Agreement
The Business Combination Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Share Exchange Effective Time, as follows:
(a)
by mutual written consent of JEPLAN and APAC;
(b)
by written notice from either JEPLAN or APAC to the other if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which has become final and non-appealable and has the effect of making consummation of the Transactions illegal or otherwise preventing or prohibiting consummation of the Transactions;
(c)
by written notice from either JEPLAN or APAC to the other if APAC shareholders’ approval of the Proposals has not been obtained by reason of the failure to obtain the required vote at the Extraordinary General Meeting or at any adjournment or postponement thereof taken in accordance with the Business Combination Agreement, provided that such termination right shall not be exercisable by APAC if APAC has materially breached any of its obligations with respect to certain covenants;
(d)
by written notice from APAC to JEPLAN if there is any breach of any representation, warranty, covenant or agreement on the part of JEPLAN or any Acquisition Entity set forth in the Business Combination Agreement, such that the conditions specified therein would not be satisfied at the relevant Closing Date (a “Terminating Company Breach”), except that, if such Terminating Company Breach is curable by JEPLAN or such Acquisition Entity, then, for a period of up to 30 days after receipt by JEPLAN of written notice from APAC of such breach (the “Company Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating Company Breach is not cured within the Company Cure Period, provided that such termination right shall not be exercisable by APAC if it is then in material breach of any of its representations, warranties, covenants or agreements set forth in the Business Combination Agreement;
(e)
by written notice from JEPLAN to APAC if there is any breach of any representation, warranty, covenant or agreement on the part of APAC set forth in the Business Combination Agreement, such that the conditions specified therein would not be satisfied at the relevant Closing Date (a “Terminating SPAC Breach”), except that if any such Terminating SPAC Breach is curable by APAC then, for a period of up to 30 days after receipt by APAC of written notice from JEPLAN of such breach (the “SPAC Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating SPAC Breach is not cured within the SPAC Cure Period, provided that such termination right shall not be exercisable by JEPLAN if it is then in material breach of any of its representations, warranties, covenants or agreements set forth in the Business Combination Agreement;
(f)
by written notice from APAC to JEPLAN if the required JEPLAN Shareholder Approval shall not have been obtained by reason of the failure to obtain the required vote at the JEPLAN Shareholder Meeting duly convened therefor or at any adjournment or postponement thereof taken in accordance with the Business Combination Agreement;
(g)
by written notice from APAC to JEPLAN if any shareholder of Merger Sub revokes, or seeks to revoke, the Merger Sub written resolution;
(h)
by written notice from either APAC or JEPLAN to the other, if the transactions contemplated by the Business Combination Agreement shall not have been consummated on or prior to the Business Combination Deadline, provided such termination right shall not be exercisable by any party whose breach of any provision of the Business Combination Agreement primarily caused or resulted in the failure of the Transactions to be consummated by such time; or
 
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(i)
by written notice from JEPLAN to SPAC, if, after the Extraordinary General Meeting and based upon the final amount of redemptions by the Public Shareholders in connection with the Merger, JEPLAN reasonably determines in good faith that the Minimum Cash Condition is unlikely to be satisfied by the Business Combination Deadline.
For more information, see the section entitled “The Business Combination Agreement — Termination of the Business Combination Agreement.”
Other Agreements Related to the Business Combination Agreement
Shareholder Support Agreements
Concurrently with the execution of the Business Combination Agreement, APAC, PubCo, JEPLAN and certain JEPLAN Shareholders entered into the Initial Shareholder Support Agreement. Following the execution of the Business Combination Agreement and on each of June 23, 2023 and September 7, 2023, APAC, PubCo, JEPLAN and certain major shareholders of JEPLAN entered into Additional Shareholder Support Agreements. Between July 6, 2023 and December 15, 2023, investors who participated in JEPLAN’s Series E financing also entered into an Additional Shareholder Support Agreement with APAC, PubCo and JEPLAN. Pursuant to each Shareholder Support Agreement, each relevant JEPLAN Shareholder has agreed to, among other things, (i) vote all JEPLAN Common Shares held by such shareholder as of the date of the Shareholder Support Agreement and JEPLAN Common Shares acquired by such person after the date, and during the term, of the Shareholder Support Agreement (collectively, the “Shareholder Subject Shares”) in favor of granting the JEPLAN Shareholder Approval or, if there are insufficient votes in favor of granting the JEPLAN Shareholders’ Approval at JEPLAN Shareholders’ meeting, in favor of the adjournment or postponement of such meeting of the shareholders of the Company to a later date; (ii) vote against all of its Shareholders Subject Shares (a) any business combination agreement, merger agreement or merger (other than the Business Combination Agreement, the Pre-Merger Reorganization and the Merger), scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by JEPLAN or any public offering of any equity securities of JEPLAN, any of its subsidiaries or any successor entity of JEPLAN or such subsidiary (other than any such transaction permitted under the Business Combination Agreement), (b) any Company Acquisition Proposal, and (c) any amendment of the Company Organizational Documents or other proposal or transaction involving JEPLAN or any of its subsidiaries, which amendment or other proposal or transaction would be reasonably likely to in any material respect impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by JEPLAN of, prevent or nullify any provision of the Business Combination Agreement or any other Transaction Document, the Pre-Merger Reorganization, the Merger, or any other Transaction, and (iii) not Transfer any Shareholder Subject Share until termination of the relevant Shareholder Support Agreement, subject to certain exceptions.
Each Shareholder Support Agreement also provides that each relevant JEPLAN Shareholder, from the date of such Shareholder Support Agreement and until the earlier of (x) termination of such Shareholder Support Agreement and (y) the termination of the investment agreement to which such JEPLAN Shareholder is a party, agrees that (i) such JEPLAN Shareholder shall not, nor shall such JEPLAN Shareholder agree to, amend, modify or vary the investment agreements listed in the JEPLAN Disclosure Schedule to which such shareholder is a party; and (ii) in accordance with the terms thereof, (a) the investment agreements, any rights of such JEPLAN Shareholder thereunder and any rights under any other agreement providing for redemption rights, put rights, purchase rights or other similar rights not generally available to the JEPLAN Shareholders shall be terminated effective as of the Share Exchange Effective Time and thereupon shall be of no further force or effect, without any further action on the part of any of the JEPLAN Shareholders or JEPLAN, (b) neither JEPLAN, such JEPLAN Shareholder, nor any of their respective affiliates or subsidiaries shall have any further rights, duties, liabilities or obligations thereunder and (c) such JEPLAN Shareholder and JEPLAN release in full any and all claims with respect thereto with effect on and from the Share Exchange Effective Time.
Sponsor Support Agreement
Concurrently with the execution of the Business Combination Agreement, the Sponsor, JEPLAN, APAC, PubCo and certain directors and officers of APAC listed thereto entered into the Sponsor Support
 
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Agreement, pursuant to which each of the Sponsor and APAC’s independent directors has agreed, for no consideration, to, among other things, (i) vote all of the Founder Shares held by such person as of the date of the Sponsor Support Agreement and any ordinary shares of APAC acquired by such person after the date of the Sponsor Support Agreement (collectively, the “Sponsor Party Subject Shares”) in favor of the Transactions contemplated by the Business Combination Agreement and related Transaction Documents and Transaction Proposals, (ii) vote against any Transactions, proposals or amendment of the organizational documents of APAC that would be reasonably likely to in any material respect, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by APAC of, prevent or nullify any provision of the Business Combination Agreement or any other related Transaction Document, the Merger or any other Transaction contemplated by the Business Combination Agreement and related Transaction Documents, or change the voting rights of any class of APAC’s share capital in any manner, (iii) not sell, transfer, tender, grant, pledge, assign or otherwise dispose of (including by gift, tender or exchange offer, merger or operation of law), encumber, hedge or utilize a derivative to transfer the economic interest in (collectively, “Transfer”), or enter into any contract, option or other arrangement with respect to the Transfer of, any Sponsor Party Subject Shares or warrants of APAC held by such person until termination of the Sponsor Support Agreement, subject to certain exceptions, (iv) waive or not otherwise perfect any anti-dilution or similar protection with respect to any Sponsor Party Subject Shares, (v) not exercise such person’s redemption rights with respect to any Sponsor Party Subject Shares in connection with the Business Combination, and (vi) not exercise any dissenters’ rights with respect to any share of APAC in connection with the Business Combination.
During the Interim Period, Sponsor will use its commercially reasonable efforts to (i) retain funds in the Trust Account and minimize and mitigate the redemption amount by the Public Shareholders in connection with their redemption right, including entering into non-redemption agreements with certain APAC shareholders and (ii) raise the PIPE Investment, including cooperating with APAC and JEPLAN as required and necessary in connection with the PIPE Investment; provided, however, that, in each case, Sponsor will be under no obligation to cancel or transfer any of its Sponsor shares or otherwise fund incentives in connection with such commercially reasonable efforts.
In addition, each of the Sponsor and the Initial Shareholders has also agreed, for no consideration, for the period commencing on the Merger Effective Time and ending on the earliest of (a) the date falling 12 months after the Closing Date; (b) the date on which the last reported sale price of the ADSs equals or exceeds $12.00 per ADS (as adjusted for share splits, share combinations, share dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the Closing Date; and (c) the date following the Closing Date on which PubCo completes a liquidation, merger, share exchange, or other similar Transaction that results in all shareholders of PubCo having the right to exchange their PubCo Common Shares (including PubCo Common Shares represented by ADSs) for cash, securities, or other property, not to Transfer the PubCo Common Shares (including PubCo Common Shares in the form of ADSs) or ADSs acquired by such person in connection with the Merger (and, with respect to the Sponsor, including the 500,000 ADSs acquired pursuant to the Sponsor Subscription Agreement), subject to certain exceptions. In addition, they have agreed, for no consideration, that, for the period commencing on the Merger Effective Time and ending on the date falling 30 days after the Closing, not to Transfer the PubCo Warrants acquired by each such person in connection with the Merger and any PubCo Common Shares (including any PubCo Common Shares represented by ADSs) received by them upon the exercise of these PubCo Warrants, subject to certain exceptions.
Finally, Sponsor has also agreed that, to the extent that at an amount equal to the sum of (i) the committed proceeds from the PIPE Investment (excluding the PIPE Investment of $5,000,000 to be funded by the Sponsor pursuant to the Sponsor Subscription Agreement), and (ii) the amount equal to the product of (x) the aggregate number of Public Shares with respect to which the respective holders thereof have entered into one or more contracts with APAC agreeing not to exercise their SPAC Shareholder Redemption Rights in connection with the Merger (excluding the 500,000 Public Shares that are subject to the deed of non-redemption dated as of July 7, 2023 by Tokyo Century in favor of APAC) and (y) $10.00 is less than $30,000,000 as of 11:59 p.m., New York time on December 15, 2023, then (a) immediately after the Merger Effective Time, twenty percent (20%) of the ADSs exchanged for the cancellation of the Founder Shares held of record by the Sponsor (the “Earn-In Shares”) immediately prior to the Merger Effective Time will become unvested ADSs and will vest if the VWAP of the ADSs is equal to or greater than $12.00
 
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per ADS for any twenty (20) trading days within any thirty (30) trading day period (the “Earn-In Event”) during the period commencing from the Merger Effective Time and ending on (and including) the fifth (5th) anniversary of the Closing Date (the “Earn-In Period”). If the Earn-In Event has not occurred as of the end of the Earn-In Period, all of the Earn-In Shares shall, at the end of the Earn-In Period, be automatically forfeited by Sponsor to PubCo for no consideration and the Sponsor shall surrender and shall promptly instruct the Depositary to transfer such Earn-In Shares to PubCo, upon which forfeiture PubCo shall surrender such Earn-In Shares to the Depositary and withdraw the PubCo Common Shares underlying these Earn-In Shares and cancel those PubCo Common Shares, subject to applicable laws.
All agreements in effect as of the Merger Effective Time between APAC (or any of its subsidiaries), on the one hand, and the Initial Shareholders or any of their respective affiliates (other than APAC or any of APAC’s subsidiaries), on the other hand (but excluding any Transaction Document and the Letter Agreement) (such agreements, collectively, the “Sponsor Affiliate Agreements”) will be terminated effective as of the Merger Effective Time, and thereupon shall be of no further force or effect, without any further action on the part of any party. On and from the Merger Effective Time, neither APAC, the Initial Shareholders, nor any of their respective affiliates or subsidiaries shall have any further rights, duties, liabilities or obligations under any of the Sponsor Affiliate Agreements, and each of APAC and the Initial Shareholders (for and on behalf of its affiliates and subsidiaries) releases in full any and all claims with respect thereto with effect on and from the Merger Effective Time. Additionally, each of APAC and the Initial Shareholders agrees that the transfer restrictions described in the preceding paragraph shall supersede and replace the Initial Shareholders’ obligations in respect of lock-up and transfer provisions in the Letter Agreement, which shall terminate and be of no further force or effect, in each case effective upon the Merger Effective Time.
Registration Rights Agreement
At Closing, PubCo, the Initial Shareholders and certain JEPLAN Shareholders (such JEPLAN Shareholders and the Initial Shareholders are collectively referred to as the “Holders”) will enter into the Registration Rights Agreement, pursuant to which, among other things, effective upon the Closing, PubCo will grant the Holders customary demand and piggyback registration rights. Pursuant to the Registration Rights Agreement, PubCo will undertake to, within 30 calendar days after the Closing Date, it will file with the SEC (at PubCo’s sole cost and expense) a registration statement registering the resale of the following securities held by the Holders and to use its reasonable best efforts to have the registration statement declared effective as soon as practicable after the initial filing thereof (a) PubCo Series 2 Warrants (including any PubCo Common Shares issuable upon the exercise of any such warrants); (b) any outstanding PubCo Common Shares or any other equity security (including PubCo Common Shares issued or issuable upon the exercise, exchange or conversion of any other equity security) of PubCo held by a Holder as of the date of the Registration Rights Agreement; (c) any PubCo equity securities (including the PubCo Common Shares issued or issuable upon the exercise, exchange or conversion of any such equity security) of PubCo issuable upon conversion of any working capital loans in an amount up to $1,500,000 made to PubCo by the Initial Shareholders, if applicable; and (d) any other equity security of PubCo issued or issuable with respect to any such PubCo Common Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization.
Shareholder Lock-Up Agreements
Concurrently with the execution of the Business Combination Agreement, APAC, PubCo, JEPLAN and certain JEPLAN Shareholders entered into the Initial Shareholder Lock-Up Agreement. Following the execution of the Business Combination Agreement and on June 23, 2023, APAC, PubCo, JEPLAN and a major shareholder of JEPLAN entered into an Additional Shareholder Lock-Up Agreement. Pursuant to each Shareholder Lock-Up Agreement, each relevant JEPLAN Shareholder has agreed to, among other things, not offer, contract to sell, or Transfer, or make a public announcement of any intention to effect such offer, contract to sell, or Transfer in, any PubCo Common Shares (including PubCo Common Shares represented by ADSs) or ADSs acquired by such person in connection with the Pre-Merger Reorganization and any PubCo Common Shares (including PubCo Common Shares represented by ADSs) that such person may acquire upon the exercise or settlement of any PubCo Options in connection with the Pre-Merger Reorganization, without the prior written consent of the board of directors of PubCo (subject to certain exceptions) during the period commencing on the Closing Date and ending on the earliest of: (i) the
 
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date falling 12 months or 6 months (as applicable) after the Closing Date, (ii) the date on which the last reported sale price of the ADSs equals or exceeds $12.00 per ADS (as adjusted for share splits, share combinations, share dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date, or (iii) the date following the Closing Date on which PubCo completes a liquidation, merger, share exchange, or other similar transaction that results in all of the shareholders of PubCo having the right to exchange their PubCo Common Shares (including PubCo Common Shares represented by ADSs) for cash, securities, or other property.
In addition, on September 7, 2023, APAC, PubCo, JEPLAN and another major shareholder of JEPLAN, JAFCO SV4 Investment Fund (“JAFCO”), entered into an Additional Shareholder Lock-Up Agreement, pursuant to which JAFCO has agreed to, among other things, not offer, contract to sell, or Transfer, or make a public announcement of any intention to effect such offer, contract to sell, or Transfer in, any PubCo Common Shares (including PubCo Common Shares represented by ADSs) or ADSs acquired by such person in connection with the Pre-Merger Reorganization and any PubCo Common Shares (including PubCo Common Shares represented by ADSs) that JAFCO may acquire upon the exercise of any PubCo Options in connection with the Pre-Merger Reorganization, without the prior written consent of the board of directors of PubCo (subject to certain exceptions), (i) with respect to 50% of JAFCO’s lock-up shares, the period commencing on the Closing Date and ending on the earliest of (x) the date falling 6 months after the Closing Date, (y) the date on which the last reported sale price of the ADSs equals or exceeds $12.00 per ADS (as adjusted for share splits, share combinations, share dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within a 30 trading day period commencing at least one 150 days after the Closing Date, and (z) the date following the Closing Date on which PubCo completes a liquidation, merger, share exchange, or other similar transaction that results in all shareholders of PubCo shareholders having the right to exchange their PubCo Common Shares (including PubCo Common Shares in the form of ADSs) for cash, securities, or other property; and (ii) with respect to the other 50% of JAFCO’s lock-up shares, the period commencing on the Closing Date and ending on the earliest of (x) the date falling 6 months after the Closing Date, (y) the date on which the last reported sale price of the PubCo ADSs equals or exceeds $12.00 per PubCo ADS (as adjusted for share splits, share combinations, share dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within a 30 trading day period commencing at least 60 Business Days after the Closing Date, and (z) the date following the Closing Date on which PubCo completes a liquidation, merger, share exchange, or other similar transaction that results in all shareholders of PubCo shareholders having the right to exchange their PubCo Common Shares (including PubCo Common Shares in the form of PubCo ADSs) for cash, securities, or other property.
Waiver and Consent
On September 7, 2023, APAC, JEPLAN, and JAFCO entered into a Waiver and Consent (the “Consent”) pursuant to which, among other things, each of JEPLAN and APAC agreed to waive the application to JAFCO of Section 5.2(a)(i) of its Shareholder Support Agreement, with effect from the date of the initial public filing by PubCo of this Proxy/Registration Statement on Form F-4 with the SEC through the earlier of (x) the consummation of the Pre-Merger Reorganization or (y) the termination of the Business Combination Agreement, and in so doing consent to the transfer by JAFCO of all or part of the JEPLAN Common Shares it holds (or acquires after the date of and during the term of the Consent), subject to the following terms and conditions: (i) JAFCO will resign, or cause its nominee to resign, with immediate effect from the position as an “Observer” to the JEPLAN Board (and any board of directors or advisory board of any affiliate or subsidiary of JEPLAN) and will forego any further right (other than rights available to all JEPLAN shareholders) to receive copies of any further information from JEPLAN regarding JEPLAN’s business, operations or financial affairs or to participate in any discussions, negotiations, or conversations with JEPLAN, any of its subsidiaries, and their respective management and boards of directors; (ii) prior to contacting any potential purchasers, JAFCO will consult with JEPLAN in good faith and provide JEPLAN with the names of any potential purchasers of the JEPLAN Common Shares it holds (or acquires after the date of and during the term of the Consent) that it wishes to solicit, directly or indirectly, or who have otherwise contacted JAFCO with respect to same; (iii) JEPLAN agrees to make its senior management reasonably available to any potential purchaser, if requested by JAFCO, to facilitate such potential purchaser’s due diligence investigation in connection with a potential acquisition of the JEPLAN Common Shares it holds (or acquires after the date of and during the term of the Consent), in whole or in part; (iv) in the event that JAFCO agrees to sell the JEPLAN Common Shares it holds (or acquires
 
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after the date of and during the term of the Consent) to a potential purchaser, JAFCO will promptly notify JEPLAN of the name of such potential purchaser and material terms of such purchase, including but not limited to the number of its JEPLAN Common Shares to be sold and the associated purchase price; (v) JAFCO will ensure that the definitive transaction documents and sales agreement executed by each of JAFCO and the potential purchaser will provide, among other things, (w) that the transfer and sale will be subject to applicable Japanese and U.S. laws and regulations; (x) confidentiality obligations and restrictions on trading consistent with the Confidentiality Agreement entered into by JAFCO and JEPLAN, dated June 7, 2023; (y) if the potential purchaser acquires 3% or more of the voting rights of JEPLAN’s outstanding share capital as of the date of the completion of such purchase, the potential purchaser will, concurrently with the execution and delivery of such definitive transaction documents and sales agreement, execute and deliver to JEPLAN a shareholder lock-up agreement in substantially the same form as the Shareholder Lock-Up Agreement entered into by JAFCO; and (z) that in the event the aggregate voting rights under all Shareholder Support Agreements entered into in conjunction with the Business Combination Agreement is less than 66-2/3% (whether as a result of JAFCO’s sale of all or part of the JEPLAN Common Shares it holds (or acquires after the date of and during the term of the Consent) or otherwise) at the time of the consummation of the such definitive transaction documents and sales agreement, the potential purchaser will execute and deliver, concurrently with the completion of such sale, to JEPLAN the Shareholder Support Agreement, and if the potential purchaser requires and seeks registration rights with respect to the JEPLAN Common Shares it holds, JEPLAN and APAC will take such actions so as to provide such rights as are consistent with the Registration Rights Agreement under the Business Combination Agreement; (vi) JAFCO acknowledges and agrees that it has had an opportunity to consult with such counsel as it has considered necessary and appropriate to inform it of the U.S. and Japanese legal restrictions, including applicable securities laws, imposed on JEPLAN and APAC with respect to the Business Combination, including with respect to any related public communication, and JAFCO further agrees that it will (x) offer and sell the JEPLAN Common Shares it holds (or acquires after the date of and during the term of the Consent), including any marketing and other activities related thereto, only in compliance with applicable Japanese and U.S. securities laws and (y) take no action that may obstruct, delay, or diminish the prospects for the successful consummation of the transactions and will conduct any marketing and other activities with respect to a potential sale of the JEPLAN Common Shares it holds (or acquires after the date of and during the term of the Consent) consistent therewith; (vii) JAFCO agrees not to make any public announcement with respect to the proposed or actual sale of the JEPLAN Common Shares it holds (or acquires after the date of and during the term of the Consent); (viii) JAFCO acknowledges that any sale or transfer of all or part of the JEPLAN Common Shares it holds (or acquires after the date of and during the term of the Consent) is subject to (x) prior consultation with JEPLAN and its Executive Chairman of any proposed sale or transfer and (y) the prior written approval of the JEPLAN Board; and (ix) the price at which the JEPLAN Common Shares it holds (or acquires after the date of and during the term of the Consent) may be sold will be negotiated between JAFCO and the potential purchasers.
Warrant Assumption Agreement
At Closing, PubCo, SPAC, Computershare and Continental and effective at the Merger Effective Time, pursuant to which Continental will be replaced by Computershare to serve as the warrant agent and PubCo will assume APAC’s obligations under the SPAC Warrant Agreement to give effect to the conversion of SPAC Warrants to PubCo Warrants at the Merger Effective Time.
PubCo Warrant Agreement
At Closing, PubCo and Computershare will enter into the PubCo Warrant Agreement to amend and restate the SPAC Warrant Agreement, which will provide, among other things, that from and after the Merger Effective Time, each outstanding PubCo Warrant exchanged from warrants of APAC at the closing of the Merger shall be exercisable for PubCo Common Shares represented by ADSs, subject to the terms and conditions of the PubCo Warrant Agreement. For a more detailed description of the terms of the PubCo Warrant Agreement, see the section entitled “Description of PubCo’s Securities.”
For more information, see the section entitled “Certain Agreements Related to the Business Combination.
 
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Sponsor Subscription Agreement
The Business Combination Agreement permits APAC and PubCo to enter into Subscription Agreements with investors for the purchase for cash of PubCo Common Shares or ADSs from PubCo during the Interim Period. Unless otherwise agreed by APAC and JEPLAN in writing, no such Subscription Agreement shall provide for a purchase price of PubCo Common Share or ADSs at a price less than $10.00 per PubCo Common Share or ADS (including any discounts, rebates, equity kickers or promote).
On September 8, 2023, PubCo, APAC and the Sponsor entered into a Subscription Agreement (the “Sponsor Subscription Agreement”), pursuant to which, among other things, the Sponsor agreed to subscribe for and purchase from PubCo 500,000 ADSs (the “PIPE Shares”) at a subscription price of $10.00 per ADS, contingent upon and substantially concurrently with the Closing. The Sponsor Subscription Agreement also provides certain registration rights for the Sponsor, pursuant and subject to the terms and conditions of which, PubCo is required to file with the SEC, within forty-five (45) calendar days after the Closing Date, a registration statement covering the resale of the PubCo Common Shares underlying the PIPE Shares and to use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof. PubCo must also use commercially reasonable efforts to keep such registration statement or another shelf registration statement that includes the PubCo Common Shares underlying the PIPE Shares effective until the earliest of: (i) the second anniversary of the Closing Date; (ii) the date on which the Sponsor ceases to hold any PIPE Shares; and (iii) the first date on which the Sponsor is able to sell all of the PIPE Shares (or shares received in exchange therefor) under Rule 144 without the public information, volume or manner of sale limitations of such rule.
Additionally, pursuant to the Sponsor Subscription Agreement, the Sponsor, on behalf of itself and its affiliates, agreed to waive any claims that it may have at the Closing or in the future, as a result of, or arising out of, the Sponsor Subscription Agreement against the Trust Account and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of the Sponsor Subscription Agreement or any other agreement with APAC or its affiliates). Notwithstanding the foregoing, such waiver shall not affect any rights the Sponsor or its affiliates may have to receive distributions from the Trust Account in their capacities as Public Shareholders upon the redemption of their shares or the liquidation of APAC if it does not consummate a business combination prior to the Business Combination Deadline.
The Sponsor Subscription Agreement will terminate, and be of no further force and effect, upon the earliest to occur of (i) such date and time as the Business Combination Agreement is terminated in accordance with its terms without being consummated, (ii) the mutual written agreement of each of the parties thereto to terminate the Sponsor Subscription Agreement, and (iii) thirty (30) days after the Business Combination Deadline if the closing of the Sponsor’s subscription for the PIPE Shares has not occurred by such date, other than as a result of a breach of the Sponsor’s obligations under the Sponsor Subscription Agreement.
Interests of Certain Persons in the Business Combination
In considering the recommendation of the APAC Board’s to vote in favor of each of the Proposals, APAC’s shareholders should be aware that, aside from their interests as shareholders, the Sponsor and APAC’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of other shareholders and warrant holders generally. The directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to shareholders that they approve the Business Combination, subject to their fiduciary duties under Cayman Islands law. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

the fact that the Sponsor (i) currently holds (a) 4,222,500 Founder Shares, which were acquired prior to the IPO for an aggregate purchase price of $24,640, or approximately $0.006 per share, and (b) 10,625,000 Private Placement Warrants, which were acquired concurrently with the closing of the IPO for an aggregate purchase price of $10,625,000, or $1.00 per warrant; and (ii) has entered into the Sponsor Subscription Agreement, pursuant to which the Sponsor has agreed to subscribe for and from PubCo 500,000 ADSs at a subscription price of $10.00 per ADS at a subscription price of $10.00 per ADS contingent upon and substantially concurrently with the Closing. Richard Lee
 
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Folsom, the Chairman and a director of APAC, is the sole manager of the Sponsor and has sole voting and dispositive power with respect to APAC’s securities held by and/or issuable to the Sponsor.
If APAC does not complete a business combination within the Business Combination Deadline, these Founder Shares will become worthless as the Sponsor has waived any redemption right and any right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of APAC as a result of any liquidation of APAC with respect to these shares, and the Private Placement Warrants also will become worthless because they will not be exercisable. If the Business Combination is consummated, PubCo will, at the Merger Effective Time, issue to the Sponsor the same number of PubCo Common Shares in exchange for its Founder Shares and the same number of PubCo Series 2 Warrants in exchange for its Private Placement Warrants. Immediately after Closing, after taking into account 500,000 PubCo Common Shares represented by the ADSs to be purchased by Sponsor at Closing pursuant to the Sponsor Subscription Agreement, assuming that no additional equity securities of APAC, JEPLAN, or PubCo will be issued at or prior to the Closing (except in connection with the subscription and purchase by the Sponsor of 500,000 ADSs pursuant to the Sponsor Subscription Agreement) and that there are no dissenting shareholders of APAC, and:

excluding 844,500 Earn-In Shares that are subject to vesting provisions, Sponsor is expected to hold (i) through its PubCo Common Shares, approximately 8.5%, 9.8% and 10.3% ownership interest in PubCo under the No Redemption Scenario, the Interim Redemption Scenario and the Maximum Redemption Scenario, respectively, without giving effect to the additional dilution that may be caused by the exercise of PubCo Warrants issued in exchange for Public Warrants and Private Placement Warrants at the Merger Effective Time or any issuance upon the exercise of the PubCo Exchange Options, and (ii) if the Private Placement Warrants are exercised, approximately 25.9%, 28.9% and 30.0% ownership interest in PubCo under the No Redemption Scenario, the Interim Redemption Scenario and the Maximum Redemption Scenario, respectively, without giving effect to the additional dilution that may be caused by the exercise of the PubCo Exchange Options. Excluding the 844,500 Earn-In Shares that are subject to vesting provisions, the Founder Shares held by the Sponsor have an aggregate market value of approximately $37,799,820 based on the closing price of Public Shares of $11.19 per share on the NYSE on January 23, 2024.

assuming the 844,500 Earn-In Shares fully vest, Sponsor is expected to hold (i) through its PubCo Common Shares, approximately 10.2%, 11.7% and 12.3% ownership interest in PubCo under the No Redemption Scenario, the Interim Redemption Scenario and the Maximum Redemption Scenario, respectively, without giving effect to the additional dilution that may be caused by the exercise of PubCo Warrants issued in exchange for Public Warrants and Private Placement Warrants at the Merger Effective Time or any issuance upon the exercise of the PubCo Exchange Options, and (ii) if the Private Placement Warrants are exercised, approximately 27.0%, 30.0% and 31.2% ownership interest in PubCo under the No Redemption Scenario, the Interim Redemption Scenario and the Maximum Redemption Scenario, respectively, without giving effect to the additional dilution that may be caused by the exercise of the PubCo Exchange Options. Including the 844,500 Earn-In Shares as fully vested, the Founder Shares held by the Sponsor have an aggregate market value of approximately $47,249,775 based on the closing price of Public Shares of $11.19 per share on the NYSE on January 23, 2024.
The Private Placement Warrants have an aggregate market value of approximately $318,750, based on the closing price of the Public Warrants of $0.03 per warrant on the NYSE on January 18, 2024.

In addition, the terms of PubCo Series 2 Warrants are more favorable than the PubCo Series 1 Warrants issuable upon the conversion of the Public Warrants in that (i) PubCo Series 2 Warrants are not redeemable, while PubCo Series 1 Warrants may be redeemed by PubCo if the last sales price of the PubCo Common Share (as represented by ADS) equals or exceeds $18.00 per share (subject to adjustment) on each of the 20 trading days within any 30 trading day period on or after the date that is 30 days after Closing and ending on the third trading day prior to the date on which such redemption notice is given; and (ii) after PubCo Warrants become exercisable, PubCo Series 2 Warrants may be exchanged to PubCo Common Shares deposited in accordance with the Depositary Agreement for ADSs on a cashless basis at the holder’s option, while the ability of holders of
 
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PubCo Series 1 Warrants to exercise these warrants or otherwise receive PubCo Common Shares in exchange for these warrants is subject to additional conditions and limitations. Specifically, PubCo Series 1 Warrants may only be exchanged to PubCo Common Shares deposited in accordance with the Depositary Agreement for ADSs on a cashless basis in connection with the aforementioned redemption notice or when a registration statement covering the PubCo Common Shares deliverable upon the exercise or the redemption of the warrants for cash or a registration statement covering the PubCo ADSs is not effective under the Securities Act and current within 60 business days after Closing, and no PubCo Warrant may be exercised for cash unless (a) a registration statement covering the delivery of the PubCo Common Shares upon exercise and a registration statement covering the ADSs representing the PubCo Common Shares are effective under the Securities Act and (b) a prospectus thereunder relating to such PubCo Common Shares and ADSs is current. For a more detailed description, see “Description of PubCo’s Securities — Warrants.”

the fact that Shankar Krishnamoorthy, Henrik Bæk Jørgensen and Helena Anderson, the independent directors of APAC, each holds 30,000 Founder Shares, which were purchased at a price of $120, or $0.004 per share, prior to the IPO. If APAC does not complete a business combination within the Business Combination Deadline, the Founder Shares will become worthless as these individuals have waived any redemption right and any right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of APAC as a result of any liquidation of APAC with respect to these shares. If the Business Combination is consummated, after taking into account 500,000 PubCo Common Shares represented by the ADSs to be purchased by Sponsor at Closing pursuant to the Sponsor Subscription Agreement, assuming that no additional equity securities of APAC, JEPLAN, or PubCo will be issued at or prior to the Closing (except in connection with the subscription and purchase by the Sponsor of 500,000 ADSs pursuant to the Sponsor Subscription Agreement) and that there are no dissenting shareholders of APAC and without giving effect to the additional dilution that may be caused by the exercise of PubCo Warrants issued in exchange for Public Warrants and Private Placement Warrants at the Merger Effective Time or any issuance upon the exercise of the PubCo Exchange Options, PubCo will, at the Merger Effective Time, issue to these individuals the same number of PubCo Common Shares in exchange for their Founder Shares, which are expected to represent:

excluding 844,500 Earn-In Shares that are subject to vesting provisions, an aggregate of approximately 0.2% ownership interest in PubCo under each of the No Redemption Scenario, the Interim Redemption Scenario and the Maximum Redemption Scenario.

assuming the 844,500 Earn-In Shares fully vest, an aggregate of approximately 0.2% ownership interest in PubCo under each of the No Redemption Scenario, the Interim Redemption Scenario and the Maximum Redemption Scenario.
These Founder Shares have an aggregate market value of approximately $1,007,100, based on the closing price of Public Shares of $11.19 per share on the NYSE on January 23, 2024.

the fact that each of the non-interest bearing, unsecured and non-convertible promissory note issued by APAC to the Sponsor in the aggregate principal amount of $1,725,000 on June 16, 2023 and the non-interest bearing, unsecured and non-convertible Working Capital Notes issued by APAC to the Sponsor in the aggregate principal amount of $960,000 on September 19, 2023, November 3, 2023 and January 12, 2024 mature upon the closing of a business combination by APAC and will not be repaid in the event that APAC is unable to complete a business combination, unless there are funds available outside the Trust Account to do so.

the fact that APAC issued the Extension Note in the principal amount of up to $1,800,000 to the Sponsor, pursuant to which, the Sponsor agreed to deposit into the Trust Account $200,000 each month (or a pro rata portion thereof if less than a month) until the earlier of (i) the date of the extraordinary general meeting held in connection with a shareholder vote to approve a business combination, and (ii) June 21, 2024 or such earlier date as determined by the APAC Board. The Extension Note bears no interest and is payable promptly after the date on which APAC consummates an initial business combination. As of January 24, 2024, the Trust Account has received $1,000,000 of such deposits from the Sponsor.
 
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the fact that APAC’s Sponsor, officers and directors, and their respective affiliates, will not receive reimbursement for any out-of-pocket expenses incurred by them on APAC’s behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated. As of the date of this proxy statement/prospectus, less than $35,000 of out-of-pocket expenses, which were denominated in Japanese yen and Hong Kong dollars and converted into U.S. dollars at the exchange rate of ¥130.00 = $1.00 and HK$7.80 = $1.00, respectively, had been incurred by APAC’s Sponsor, officers and directors and their respective affiliates, incident to identifying, investigating and consummating a business combination. In addition to these out-of-pocket expenses, the aggregate dollar amount that APAC’s Sponsor, officers and directors have at risk depending on the completion of a business combination is $14,335,000 as of the date of this proxy statement/prospectus, consisting of $25,000 for the Founder Shares, $10,625,000 for the Private Placement Warrants and $1,725,000 for the promissory note, $960,000 for the Working Capital Notes and $1,000,000 under the Extension Note. In addition, pursuant to the Administrative Services Agreement entered into between APAC and the Sponsor contemporaneous to the IPO, APAC agreed to pay the Sponsor $10,000 per month for providing certain office space, secretarial and administrative services as may be required by APAC from time to time, commencing on the effective date of the registration statement for the IPO and continuing until the earlier of the Business Combination and APAC’s liquidation. An aggregate of $215,333 was due to the Sponsor under the Administrative Services Agreement as of September 30, 2023, and APAC expects that additional amounts will be accrued through Closing. Pursuant to the Administrative Services Agreement, the Sponsor has waived any right, title, interest or claim of any kind in or to any monies in the Trust Account and will not seek recourse against the Trust Account. As such, APAC expects that the amounts due to the Sponsor under the Administrative Services Agreement will be forgiven if a business combination is not consummated, except to the extent there are funds available to APAC outside of the Trust Account.

the fact that the Initial Shareholders, including the Sponsor, can benefit from the completion of a business combination and earn a positive rate of return on their investment, even if APAC’s Public Shareholders experience a negative rate of return on their investment, and may be incentivized to complete a business combination with a less favorable target company or on terms less favorable to Public Shareholders rather than liquidate.

the fact that if APAC is unable to complete a business combination within the Business Combination Deadline, the Sponsor will be liable under certain circumstances described herein to ensure that the proceeds in the Trust Account are not reduced to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case, net of interest that may be withdrawn to pay APAC’s tax obligations, by the claims of target businesses or claims of vendors or other entities that are owed money by APAC for services rendered or contracted for or for products sold to APAC. If APAC consummates a business combination, PubCo will be liable for all such claims instead.

the fact that APAC’s officers and directors are not required to, and will not, commit their full time to APAC’s affairs, which may result in a conflict of interest in allocating their time between APAC’s operations and the proposed Business Combination and their other businesses and obligations. In addition, the Sponsor and APAC’s officers and directors may in the future participate in the formation of, or become an officer or director of, other blank check companies prior to the completion of the Business Combination and could therefore have conflicts of interest in determining whether to present business combination opportunities to other blank check companies with which they may become involved, subject to APAC’s officers’ and directors’ fiduciary duties under Cayman law. APAC does not believe that such waiver of the corporate opportunities doctrine had any material impact on the identification of companies that may be appropriate acquisition targets.

the fact that the Business Combination Agreement contemplates that the board of directors of PubCo shall consist of one director designated in writing by the Sponsor and reasonably acceptable to JEPLAN, and such individual may receive cash, fees and/or equity-based compensation from PubCo in connection with his or her directorship at PubCo.
 
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the continued indemnification of current directors and officers of APAC and the continuation of directors’ and officers’ liability insurance after the Business Combination.
These interests may influence APAC’s directors in making their recommendation to vote in favor of each of the Proposals, subject to their fiduciary duties under Cayman Islands law. At each meeting of the APAC Board in connection with the Business Combination until the Business Combination was approved by the APAC Board on June 16, 2023, each director of APAC declared his/her interests (if any) in the Business Combination. The APAC Board considered all such interests, among other matters, when it determined to proceed with the Business Combination and recommended that APAC shareholders vote in favor of the Proposals. The APAC Board determined that the overall benefits expected to be received by APAC and its shareholders in the Business Combination outweighed any potential risk created by the conflicts stemming from these interests. In addition, the APAC Board determined that these interests could be adequately disclosed to its shareholders in this proxy statement/prospectus and that its shareholders could take them into consideration when deciding whether to vote in favor of the Proposals. You should also read the section entitled “The Business Combination — Interests of APAC’s Directors and Officers in the Business Combination.
Reasons for the Approval of the Business Combination
After careful consideration, the APAC Board recommends that APAC’s shareholders vote “FOR” each proposal being submitted to a vote of APAC’s shareholders at the Extraordinary General Meeting. For a description of APAC’s reasons for the approval of the Business Combination and the recommendation of the APAC Board, see the section entitled “The Business Combination — APAC’s Board of Directors’ Reasons for the Approval of the Business Combination.
Redemption Rights
Pursuant to the SPAC Articles, holders of Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the SPAC Articles. As of January 24, 2024, this would have amounted to approximately $11.16 per share. If a holder of Public Shares exercises its redemption rights, then such holder will be exchanging its Public Shares for cash and will not own ADSs or PubCo Common Shares following the Closing. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its share certificates (if any) and other redemption forms (either physically or electronically) to Continental in accordance with the procedures described herein. Notwithstanding the foregoing, a holder of the Public Shares, together with any affiliate of his or her or any other person with whom he or she is acting in concert or as a partnership, limited partnership or syndicate, or other group for the purposes of acquiring, holding or disposing of the Public Shares, will be restricted from seeking redemption rights with respect to more than 15% of the Public Shares included in the SPAC Units sold in the IPO in connection with any vote on a business combination. Accordingly, all Public Shares in excess of the aforementioned 15% threshold beneficially owned by a Public Shareholder or group will not be redeemed for cash.
APAC has no specified maximum redemption threshold under the SPAC Articles, other than the aforementioned 15% threshold. Each redemption of Public Shares by Public Shareholders will reduce the amount in the Trust Account. The Business Combination Agreement provides that, to the extent that the NTA Proposal has not been passed, each party’s obligation to consummate the Business Combination is conditioned on APAC having at least $5,000,001 of net tangible assets following redemptions. If the NTA Proposal is not approved and the Net Tangible Assets Condition is not met or is not waived, then APAC may elect not to consummate the Business Combination. APAC shareholders who wish to redeem their Public Shares for cash must refer to and follow the procedures set forth in the section entitled “The Extraordinary General Meeting — Redemption Rights” to properly redeem their Public Shares.
Impact of the Business Combination on PubCo’s Public Float
The following table presents the share ownership of various shareholders of PubCo upon the Closing, taking into account the subscription by the Sponsor of 500,000 ADSs at Closing pursuant to the Sponsor Subscription Agreement and without giving effect to the additional dilution that may be caused by the exercise
 
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of PubCo Warrants issued in exchange for Public Warrants and Private Placement Warrants at the Merger Effective Time or any issuance upon the exercise of the PubCo Exchange Options under the following redemption scenarios, and based on the following additional assumptions: (i) no additional equity securities of APAC, JEPLAN, or PubCo will be issued at or prior to the Closing (except in connection with the subscription and purchase by the Sponsor of 500,000 ADSs pursuant to the Sponsor Subscription Agreement), and (ii) there are no dissenting shareholders of APAC. If the actual facts are different than these assumptions, the ownership percentages in PubCo will be different. Certain figures included in this table have been rounded for ease of presentation and, as a result, percentages may not sum to 100%.
No Redemption Scenario:   This scenario assumes that none of APAC’s existing Public Shareholders exercise their redemption rights in connection with the Business Combination with respect to their Public Shares.
Interim Redemption Scenario:   This scenario assumes that 5,651,267 Public Shares (representing approximately 50% of the total Public Shares outstanding) are redeemed in connection with the Business Combination for an aggregate redemption payment of ¥9,301 million based on an assumed redemption price of ¥1,645.88 per share.
Maximum Redemption Scenario:   This scenario assumes that 7,604,586 Public Shares (representing approximately 67.3% of the total Public Shares outstanding) are redeemed in connection with the Business Combination for an aggregate redemption payment of ¥12,516 million based on an assumed redemption price of ¥1,645.88 per share. The number of shares redeemed reflects the maximum number of the Public Shares that can be redeemed, having taken into account the 500,000 NRA Subject Shares, while still allowing for the Minimum Cash Condition to be met, assuming that the NTA Proposal is approved or, to the extent the NTA Proposal is not approved, the Net Tangible Assets Condition is waived. The Minimum Cash Condition takes into account the sum of (a) the amount of cash available in the Trust Account following the Extraordinary General Meeting (after deducting (i) the amount required to satisfy the SPAC Shareholder Redemption Amount, (ii) the amount of all Company Transaction Expenses and (iii) the amount of all SPAC Transaction Expenses) and (b) the aggregate amount of Permitted Equity Financing Proceeds that have been funded to, or that will be funded in connection with the Closing, and assumes that the amount of all Company Transaction Expenses and all SPAC Transaction expenses is equal to ¥2,372 million. If APAC’s Public Shareholders redeem more than 7,604,586 Public Shares and no additional funds are raised by APAC or PubCo through other permitted financing (except in connection with the subscription and purchase by the Sponsor of 500,000 ADSs pursuant to the Sponsor Subscription Agreement), then we expect that the Minimum Cash Condition will not be satisfied and the Business Combination will not be consummated unless the Minimum Cash Condition is waived.
No Redemption
Interim Redemption
Maximum Redemption
Shareholders of PubCo Post Business Combination
Number
of PubCo
Ordinary
Shares
% of
Total
Number
of PubCo
Ordinary
Shares
% of
Total
Number
of PubCo
Ordinary
Shares
% of
Total
Public Shareholders
11,302,534 25.0% 5,651,267 14.3% 3,697,948 9.9%
Sponsor(1) 3,878,000 8.5% 3,878,000 9.8% 3,878,000 10.3%
Other Initial Shareholders(2)
90,000 0.2% 90,000 0.2% 90,000 0.2%
JEPLAN Shareholders(3)
30,000,000 66.3% 30,000,000 75.7% 30,000,000 79.6%
Total
45,270,534 100% 39,619,267 100% 37,665,948 100%
(1)
Includes 500,000 PubCo Common Shares represented by the ADSs to be purchased by Sponsor at Closing pursuant to the Sponsor Subscription Agreement. Excludes 844,500 shares that are now subject to vesting provisions under the Earn-In Shares. See the section of this proxy statement/prospectus entitled “Summary of the Proxy Statement/Prospectus — The Business Combination — Other Agreements Related to the Business Combination Agreement — Sponsor Support Agreement” for additional information.
(2)
Includes Shankar Krishnamoorthy, Henrik Bæk Jørgensen and Helena Anderson.
 
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(3)
Assuming an estimated Exchange Ratio of approximately 285.74. Includes PubCo Common Shares to be issued in exchange for outstanding Series E common shares. See the section entitled “JEPLAN Management’s Discussion and Analysis of Financial Condition and Results of Operations — Subsequent Events — Series E Financing” for more information.
The table below represents the pro forma ownership information assuming vesting of the Sponsor’s Earn-In Shares.
No Redemption
Interim Redemption
Maximum Redemption
Shareholders of PubCo Post Business Combination
Number of
PubCo
Ordinary
Shares
% of
Total
Number of
PubCo
Ordinary
Shares
% of
Total
Number of
PubCo
Ordinary
Shares
% of
Total
Public Shareholders
11,302,534 24.5% 5,651,267 14.0% 3,697,948 9.6%
Sponsor(1) 4,722,500 10.2% 4,722,500 11.7% 4,722,500 12.3%
Other Initial Shareholders(2)
90,000 0.2% 90,000 0.2% 90,000 0.2%
JEPLAN Shareholders(3)
30,000,000 65.1% 30,000,000 74.1% 30,000,000 77.9%
Total
46,115,034 100% 40,463,767 100% 38,510,448 100%
(1)
Includes 500,000 PubCo Common Shares represented by the ADSs to be purchased by Sponsor at Closing pursuant to the Sponsor Subscription Agreement. Assumes vesting of the Sponsor’s 844,500 Earn-In Shares. See the section of this proxy statement/prospectus entitled “Summary of the Proxy Statement/Prospectus — The Business Combination — Other Agreements Related to the Business Combination Agreement — Sponsor Support Agreement” for additional information.
(2)
Includes Shankar Krishnamoorthy, Henrik Bæk Jørgensen and Helena Anderson.
(3)
Assuming an estimated Exchange Ratio of approximately 285.74. Includes PubCo Common Shares to be issued in exchange for outstanding Series E common shares. See the section entitled “JEPLAN Management’s Discussion and Analysis of Financial Condition and Results of Operations — Subsequent Events — Series E Financing” for more information.
For more information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”
Organizational Structure
Prior to the Business Combination
The following diagram shows the current ownership structure of APAC (excluding the impact of the shares underlying the SPAC Warrants). For more information about the ownership interests of our Initial Shareholders, including the Sponsor, prior to the Business Combination, please see the section entitled “Security Ownership of Certain Beneficial Owners and Management.
[MISSING IMAGE: fc_organiz-bw.jpg]
 
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The following diagram shows the current structure of JEPLAN. For more information about the ownership interests of JEPLAN prior to the Business Combination, please see the section entitled “Security Ownership of Certain Beneficial Owners and Management.” The diagram below omits Sojitz Corporation, which holds 25% of the equity interests of PRT.
[MISSING IMAGE: fc_jeplan-bw.jpg]
The following diagram shows the pro forma ownership percentages (excluding the impact of the shares underlying the Public Warrants, Private Placement Warrants and PubCo Exchange Options) and structure of PubCo immediately following the consummation of the Business Combination. These relative percentages assume that (i) none of APAC’s existing Public Shareholders exercise their redemption or dissenter rights in connection with the Business Combination with respect to their Public Shares, (ii) no additional equity securities of APAC, JEPLAN, or PubCo are issued at or prior to Closing (except in connection with the subscription and purchase by the Sponsor of 500,000 ADSs pursuant to the Sponsor Subscription Agreement), and (iii) 844,500 shares that are now subject to vesting provisions as Earn-In Shares are excluded.
[MISSING IMAGE: fc_forma-bw.jpg]
 
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If 844,500 shares that are now subject to vesting provisions as Earn-In Shares are assumed to be vested, the pro forma ownership percentages (excluding the impact of the shares underlying the Public Warrants, Private Placement Warrants and PubCo Exchange Options) for JEPLAN Shareholders, Other Initial Shareholders, Sponsor, and Public Shareholders would be 65.1%, 0.2%, 10.2%, and 24.5%, respectively.
Board of Directors of PubCo Following the Business Combination
At the Merger Effective Time, the PubCo Board is expected to comprise six members, including Michihiko Iwamoto, Masaki Takao, Masayuki Fujii, Tsubasa Kurose, Akikazu Ida and Keiichi Suzuki.
Material Tax Consequences
For a detailed discussion of certain U.S. federal income tax consequences, Cayman Islands tax consequences and Japanese tax consequences of the Business Combination, see the sections entitled “Material U.S. Federal Income Tax Considerations,” “Material Cayman Islands Tax Considerations” and“Material Japanese Income Tax Considerations” in this proxy statement/prospectus.
Accounting Treatment
The Business Combination will be accounted for as a capital reorganization in accordance with IFRS. Under this method of accounting, APAC will be treated as the “acquired” company for financial reporting purposes, and JEPLAN will be the accounting “acquirer.” This determination was primarily based on the assumption that JEPLAN Shareholders will hold a majority of the voting power of PubCo, JEPLAN’s operations will substantially comprise the ongoing operations of PubCo, JEPLAN’s designees are expected to comprise a majority of the board of PubCo, and JEPLAN’s senior management will comprise the senior management of PubCo. However, APAC does not meet the definition of a “business” pursuant to IFRS 3 Business Combinations, and thus, for accounting purposes, the Business Combination will be accounted for as a capital reorganization. The net assets of APAC will be stated at historical cost, with no goodwill or other intangible assets recorded. The deemed costs of the shares issued by JEPLAN, which represents the fair value of the shares that JEPLAN would have had to issue for the ratio of ownership interest in PubCo to be the same as if the Business Combination had taken the legal form of JEPLAN acquiring shares of APAC, in excess of the net assets of APAC will be accounted for as stock-based compensation under IFRS 2 Share-Based Payment.
Other Shareholder Proposals
In addition to the Business Combination Proposal, APAC shareholders will be asked to vote on the Merger Proposal, the NTA Proposal and, if presented, the Adjournment Proposal. For more information about these proposals, see the sections entitled “Proposal No. 2 — The Merger Proposal,” “Proposal No. 3 — The NTA Proposal” and “Proposal No. 4 — The Adjournment Proposal.”
Appraisal or Dissenters’ Rights
With respect to the Merger, the Cayman Islands Companies Act provides for a right of dissenting APAC shareholders to be paid the fair value of their shares upon their dissenting to the merger set out in such law.
Dissenter or appraisal rights are not available to holders of PubCo Common Shares in connection with the Business Combination.
Holders of SPAC Units and SPAC Warrants do not have appraisal rights in respect to their SPAC Units and SPAC Warrants in connection with the Business Combination under the Cayman Islands Companies Act.
Holders of Public Shares who comply with the applicable requirements of Section 238 of the Cayman Islands Companies Act have the right, under certain circumstances, to object to the Merger and exercise statutory appraisal (“dissenter”) rights, including rights to seek payment of the fair value of their Public Shares. These statutory appraisal rights are separate to the right of Public Shareholders to elect to have their shares redeemed for cash at the applicable redemption price in accordance with the SPAC Articles. It is
 
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possible that, if shareholders of APAC exercise their statutory dissenter rights, the fair value of the Public Shares determined under Section 238 of the Cayman Islands Companies Act could be more than, the same as, or less than what such shareholders would obtain if they exercise their redemption rights as described herein and in accordance with the SPAC Articles. However, it is APAC’s view that such fair market value would equal the amount which shareholders of APAC would obtain if they exercise their redemption rights as described herein. Shareholders need not vote against any of the Proposals at the Extraordinary General Meeting in order to exercise their statutory dissenter rights under the Cayman Islands Companies Act.
Shareholders who do wish to exercise dissenter rights, if applicable (and the shares held by such shareholders, the “Dissenting Shares”), will be required to deliver notice to APAC prior to the Extraordinary General Meeting and follow the process prescribed in Section 238 of the Cayman Islands Companies Act. This is a separate process with different deadline requirements to the process which shareholders must follow if they wish to exercise their redemption rights in accordance with the SPAC Articles.
At the Merger Effective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to be paid the fair value of such Dissenting Shares in accordance with the provisions of Section 238 of the Cayman Islands Companies Act. Notwithstanding the foregoing, if any such holder shall have failed to perfect or prosecute or shall have otherwise waived, effectively withdrawn or lost his, her or its rights under Section 238 of the Cayman Islands Companies Act or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 238 of the Cayman Islands Companies Act, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares under Section 238 of the Cayman Islands Companies Act shall cease and such Public Shares shall no longer be considered Dissenting Shares for purposes hereof. With respect to such holder’s Public Shares, each Public Share held shall thereupon be automatically cancelled and cease to exist in exchange for the right to receive one PubCo Common Share represented by ADS.
All ADSs issued by PubCo to holders of Public Shares in connection with the Merger and all PubCo Common Shares issued to certain holders of Public Shares issued as a result of the SPAC Class B Conversion in connection with the Merger shall form the Merger Consideration.
Date, Time and Place of the Extraordinary General Meeting
The Extraordinary General Meeting will be held virtually, at [     ], at [      ], Eastern Time, on [      ], 2024. For the purposes of the SPAC Articles, the physical location of the Extraordinary General Meeting shall be [      ].
Record Date and Voting
You will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if you owned SPAC ordinary shares at the close of business on [      ], 2024, which is the record date for the Extraordinary General Meeting. You are entitled to one vote for each SPAC ordinary share that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 15,615,034 SPAC ordinary shares outstanding.
Currently, the Initial Shareholders own 27.6% of APAC’s issued and outstanding SPAC ordinary shares, including all of the Founder Shares, and the Initial Shareholders, along with the other directors and officers of APAC, have agreed, for no consideration, to vote any SPAC ordinary shares owned by them in favor of the Business Combination (including any proposals recommended by the APAC Board in connection with such Business Combination). APAC’s issued and outstanding warrants do not have voting rights at the Extraordinary General Meeting.
Proxy Solicitation
Proxies may be solicited by mail. APAC has engaged Morrow to assist in the solicitation of proxies. If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Extraordinary
 
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General Meeting. A shareholder may also change its vote by submitting a later-dated proxy as described in the section entitled “The Extraordinary General Meeting — Revocability of Proxies.”
Quorum and Vote Required for Proposals for the Extraordinary General Meeting
The holders of at least one third of the issued and outstanding SPAC ordinary shares entitled to vote as of the record date for the Extraordinary General Meeting must be present, in person (including virtually) or represented by proxy, at the Extraordinary General Meeting to constitute a quorum and to conduct business at the Extraordinary General Meeting.
The approval of each of the Business Combination Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the shareholders of APAC that are entitled to vote and who attend and vote at the Extraordinary General Meeting. Accordingly, an APAC shareholder’s failure to vote by proxy or in person (including virtually) at the Extraordinary General Meeting will not be counted towards the number of SPAC ordinary shares required to validly establish a quorum and, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on such proposals. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum but will have no effect on any of the Proposals. The Initial Shareholders and the other current directors and officers of APAC have agreed, for no consideration, to vote their Founder Shares and any Public Shares purchased by them during or after the IPO in favor of the Business Combination (including any proposals recommended by the APAC Board in connection with such Business Combination).
The approval of each of the Merger Proposal and the NTA Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of a majority of at least two-thirds of the shareholders of APAC that are entitled to vote and who attend and vote at the Extraordinary General Meeting. Accordingly, an APAC shareholder’s failure to vote by proxy or in person (including virtually) at the Extraordinary General Meeting will not be counted towards the number of SPAC ordinary shares required to validly establish a quorum and, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Merger Proposal or the NTA Proposal. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum but will have no effect on any of the Proposals, including the Merger Proposal and the NTA Proposal.
The closing of the Business Combination is conditioned upon the approval of the Business Combination Proposal and the Merger Proposal, which are cross-conditioned on each other. The NTA Proposal is conditioned upon the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.
Recommendation to APAC Shareholders
The APAC Board believes that each of the Business Combination Proposal, the Merger Proposal, the NTA Proposal and, if presented, the Adjournment Proposal, is in the best interests of APAC and its shareholders and recommends that its shareholders vote “FOR” each of the proposals to be presented at the Extraordinary General Meeting.
Summary Risk Factors
In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.” Some of the risks related to APAC and JEPLAN are summarized below:
APAC

The process of taking a company public by means of a business combination with a special purpose acquisition company is different from taking a company public through an IPO and may create risks for our unaffiliated investors.

Changes in SEC regulations or policies may adversely impact our ability to negotiate and complete the Business Combination.
 
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APAC may not be able to complete its initial business combination prior to the Business Combination Deadline, in which case APAC would cease all operations except for the purpose of winding up and APAC would redeem its Public Shares and liquidate, in which case the Public Shareholders may only receive their pro rata portion of the Trust Account, and its warrants will expire worthless.

The ability of the Public Shareholders to exercise redemption rights with respect to a large number of Public Shares could increase the probability that the Business Combination will be unsuccessful and that APAC’s shareholders will have to wait for liquidation in order to redeem their Public Shares.

Were APAC to be considered to be a “foreign person,” it might not be able to complete an initial business combination with a U.S. target company if such initial business combination is subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (“CFIUS”), or is ultimately prohibited.

If a shareholder fails to receive notice of APAC’s offer to redeem its Public Shares in connection with the Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

You will not have any rights or interests in the funds from the Trust Account except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your APAC securities, potentially at a loss.

Certain insiders may elect to purchase shares or warrants prior to the consummation of the Business Combination, which may influence the vote on the Business Combination.

If a shareholder or a “group” of shareholders are deemed to hold in excess of 15% of Public Shares, such shareholder or group will lose the ability to redeem all such shares in excess of 15% of Public Shares.

If, before distributing the proceeds in the Trust Account to the Public Shareholders, APAC files a voluntary liquidation petition or an involuntary liquidation petition is filed against APAC that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of APAC’s shareholders, and the per-share amount that would otherwise be received by APAC’s shareholders in connection with APAC’s liquidation may be reduced.

APAC’s shareholders may be held liable for claims by third parties against APAC to the extent of distributions received by them upon redemption of their shares.

APAC’s shareholders cannot be sure of the market value of the ADSs to be issued upon completion of the Business Combination.

The PubCo Common Shares underlying the ADSs to be received by APAC’s shareholders as a result of the Business Combination will have different rights from the Public Shares.

APAC’s Sponsor, officers and directors have agreed, for no consideration, to vote in favor of the Business Combination (including any proposals recommended by the APAC Board in connection with such Business Combination), regardless of how the Public Shareholders vote.

The exercise of discretion by APAC’s directors and officers in agreeing to changes to the terms of or waivers of closing conditions in the Business Combination Agreement may result in a conflict of interest when determining whether such changes to the terms of the Business Combination Agreement or waivers of conditions are appropriate and in the best interests of APAC securityholders.

The APAC Board did not obtain a fairness opinion in determining whether or not to proceed with the Business Combination and, as a result, the terms may not be fair from a financial point of view to the Public Shareholders.

The Sponsor and APAC’s executive officers and directors have potential conflicts of interest in recommending that shareholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in the Registration Statement of which this proxy statement/prospectus is a part.

Subsequent to the completion of the Business Combination, PubCo may be required to take write-downs or write-offs, or restructuring and impairment or other charges that could have a significant
 
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negative effect on PubCo’s financial condition, results of operations and share price, which could cause you to lose some or all of your investment.

Public Shareholders at the time of the Business Combination who purchased their SPAC Units in APAC’s IPO and do not exercise their redemption rights may pursue rescission rights and related claims.

APAC’s shareholders will have a reduced ownership and voting interest after the consummation of the Business Combination and will exercise less influence over management.

If APAC is deemed to be an investment company for purposes of the Investment Company Act of 1940, as amended, APAC may be forced to abandon its efforts to complete a business combination and instead be required to liquidate. To mitigate the risk of that result, APAC has instructed Continental to liquidate the securities held in the Trust Account and instead hold all funds in the Trust Account in a bank deposit account. If APAC only receives minimal interest, if any, on the funds held in the Trust Account, the dollar amount that its Public Shareholders would receive upon any redemption or liquidation of APAC will be reduced.

Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

APAC’s officers and directors may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.
JEPLAN

The development of new recycling technology is a complex, risky, and lengthy process involving significant financial, research and development, and other resources, which may be delayed due to various factors. Such delays can result in increased costs or the emergence of competing products, which may have a material adverse effect on JEPLAN’s business, financial condition, and results of operations.

JEPLAN has entered into a strategic partnership with Axens Group and relies upon it heavily for licenses of its jointly developed REWIND® PET technology.

JEPLAN’s receipt of cash in connection with licensing revenue of REWIND® PET technology might be delayed or might not occur.

JEPLAN’s proprietary technology and trade secrets may be inadvertently shared with a licensee under a license pursuant to the Axens Agreement.

There are risks related to JEPLAN’s planned expansion of its recycling operations.

JEPLAN is dependent on, and derives substantially all of its revenue from, sales of its r-PET resin to two customers, which are distributed to three main end users.

Raw materials needed for JEPLAN’s recycling process may be scarce or poorly collected.

JEPLAN may enter into joint venture arrangements that prove unsuccessful or strain or divert its resources.

We participate in a highly competitive market, and increased competition may adversely affect our business, financial condition and results of operations.

Our success is dependent on the work and expertise of our key personnel.

An operational malfunction or other disruption at our recycling facilities could have significant negative impacts on our business, financial condition, and results of operations.

JEPLAN may not be able to realize the benefits of business acquisitions and divestitures it enters into, including being unable to successfully and efficiently integrate acquisitions or execute on dispositions, which could have a material adverse effect on its business, financial condition, and results of operations.

PRT is currently in breach of a financial covenant under the Green Finance Organization Agreement, and if Green Finance Organization demands the redemption of the bonds issued thereunder, repayment obligations under the SMBC-PRT Loan Agreement would be triggered.
 
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We may not be able to comply with the financial covenants related to our bank borrowings, syndicated loans and/or revolving credit facility with the financial institutions and we may not be able to obtain extensions of the maturity of the outstanding loans.

JEPLAN’s independent registered public accounting firm has included an explanatory paragraph relating to JEPLAN’s ability to continue as a going concern in its report on JEPLAN’s audited consolidated financial statements included in this proxy statement/prospectus.

JEPLAN may have a deficiency of current cash flow, and may need to raise additional capital to achieve its goals; however, it may be unavailable to it or, even if capital is obtained, may cause dilution or place significant restrictions on its ability to operate its business.

If the REWIND® PET-related patent applications are approved and patents are granted, we will jointly own these patent rights with Axens and IFPEN, and after the expiration or termination of the Axens Agreement, our rights to license and earn revenue from these patents may be limited.

Security breaches, loss of data and other disruptions could compromise sensitive information related to our business, prevent us from accessing critical information or expose us to liability, which could adversely affect our business and our reputation.

We are subject to extensive regulation which may be modified or amended, or new regulations could be adopted, that adversely impact our ability to operate without increased costs, including significant changes to our processes and facilities.

JEPLAN is subject to environmental, health, and safety laws and regulations, which could increase its costs and restrict its operations in the future.

JEPLAN’s operations are subject to economic, political, and regulatory risks, including the risks of changing regulatory standards or changing interpretations of existing standards that could affect its financial condition and results of operation or require costly changes to its business.

Tax legislative or regulatory initiatives, new interpretations or developments concerning existing tax laws, or challenges to JEPLAN’s tax positions could adversely affect its results of operations and financial condition.

If JEPLAN fails to implement and maintain an effective system of internal controls, it may be unable to accurately or timely report its results of operations or prevent fraud, and investor confidence and the market price of its ADSs may be materially and adversely affected.
 
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SELECTED HISTORICAL FINANCIAL DATA OF APAC
The following tables summarize the relevant financial data for APAC’s business and should be read in conjunction with the section entitled “APAC Management’s Discussion and Analysis of Financial Condition and Results of Operations” and APAC’s audited financial statements as of and for the year ended December 31, 2022 and for the period from April 22, 2021 (inception) through December 31, 2021, and unaudited financial statements as of and for the nine months ended September 30, 2023, and the notes related thereto, which are included elsewhere in this proxy statement/prospectus.
The historical results presented below are not necessarily indicative of the results to be expected for any future period.
Nine Months
Ended September 30,
2023
Year Ended
December 31,
2022
Period From
April 22, 2021
(Inception) Through
December 31,
2021
(Unaudited)
Income Statement Data:
Loss from operations
$ (3,526,699) $ (958,205) $ (37,157)
Total other income (expense), net
$ 6,197,841 $ 2,184,637 $ (16,323)
Net income (loss)
$ 2,671,142 $ 1,226,432 $ (53,480)
Basic and diluted weighted average shares outstanding,
Class A ordinary shares subject to possible redemption
17,250,000 17,250,000 747,047
Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption
$ 0.12 $ 0.06 $ (0.01)
Basic and diluted weighted average shares outstanding, Class B ordinary shares
4,312,500 4,312,500 4,312,500
Basic and diluted net income (loss) per share, Class B ordinary shares
$ 0.12 $ 0.06 $ (0.01)
September 30,
2023
December 31,
2022
(Unaudited)
Balance Sheet Data:
Total current assets
$ 198,997 $ 457,263
Cash and investments held in Trust Account
$ 188,643,526 $ 180,237,929
Total assets
$ 188,842,523 $ 180,695,192
Total current liabilities
$ 5,607,980 $ 414,547
Total liabilities
$ 11,645,480 $ 6,452,047
Class A ordinary shares subject to possible redemption, 17, 250,000 (including 5,947,466 shares that have been redeemed) shares at $10.94 and $10.45 redemption value at September 30, 2023 and December 31, 2022, respectively
$ 188,643,526 $ 180,237,929
Total shareholders’ deficit
$ (11,446,483) $ (5,994,784)
Total liabilities, ordinary shares subject to possible redemption and shareholders’ deficit
$ 188,842,523 $ 180,695,192
 
63

 
Nine Months
Ended September 30,
2023
Year Ended
December 31
2022
Year Ended
December 31
2021
(Unaudited)
Cashflow Data:
Net cash used in operating activities
$ (332,324) $ (757,906) $ (26,888)
Net cash used in investing activities
$ (1,925,000) $ $ (177,675,000)
Net cash used in financing activities
$ 2,085,000 $ $ 178,774,023
 
64

 
SELECTED HISTORICAL FINANCIAL DATA OF JEPLAN
The information presented below is derived from JEPLAN’s unaudited consolidated financial statements included elsewhere in this proxy statement/prospectus as of and for the six months ended June 30, 2023 and 2022 and from JEPLAN’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus as of and for the fiscal years ended December 31, 2022 and 2021 (the “Consolidated Financial Statements”). The information presented below should be read alongside JEPLAN’s Consolidated Financial Statements and accompanying footnotes included elsewhere in this proxy statement/prospectus. You should read the following financial data together with “Risks Related to JEPLAN” and “JEPLAN Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
The following table highlights key measures of JEPLAN’s results of operations (in thousands of Japanese yen and U.S. dollars, except for per share amounts):
For the six months ended June 30,
2023($)
2023(¥)
2022(¥)
Consolidated Statements of Profit or Loss:
Revenues
22,194 3,206,421 3,002,455
Cost of sales
(20,163) (2,912,886) (2,781,435)
Gross profit
2,031 293,535 221,020
Selling, general and administrative expenses
(10,672) (1,541,851) (877,490)
Other operating income
403 58,265 47,222
Other operating expenses
(929) (134,255) (5,417)
Operating (loss)
(9,167) (1,324,306) (614,665)
Finance income
656 94,726 25
Finance expenses
(629) (90,919) (56,799)
(Loss)before tax
(9,140) (1,320,499) (671,439)
Income tax (expense) benefit
(37) (5,306) (13,667)
Loss for the period
(9,177) (1,325,805) (685,106)
Attributable to:
Owners of the Company
(8,976) (1,296,700) (656,570)
Non-controlling interests
(201) (29,105) (28,536)
Earnings (loss) per share
Basic and diluted loss per share attributed to owners of the
Company
(91.29) (13,188.84) (7,211.17)
For the Year ended December 31,
2022($)
2022(¥)
2021(¥)
Consolidated Statements of Profit or Loss:
Revenues
47,980 6,324,223 2,520,587
Cost of sales
(45,668) (6,019,447) (2,295,081)
Gross profit
2,312 304,776 225,506
Selling, general and administrative expenses
(17,565) (2,315,235) (1,536,778)
Other operating income
617 81,307 89,887
Other operating expenses
(262) (34,531) (6,321)
Operating (loss)
(14,898) (1,963,683) (1,227,706)
Finance income
0 57 77
Finance expenses
(850) (112,150) (98,349)
(Loss) before tax
(15,748) (2,075,776) (1,325,978)
Income tax (expense) benefit
258 34,016 26,938
Loss for the year
(15,490) (2,041,760) (1,299,040)
Attributable to:
Owners of the Company