Amended Statement of Ownership (sc 13g/a)
30 September 2022 - 8:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
AP
Acquisition Corp |
(Name of
Issuer) |
|
Class A
ordinary shares, par value of $0.0001 per share |
(Title
of Class of Securities) |
|
G04058106
|
(CUSIP
Number) |
|
September 30,
2022 |
(Date of
Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
¨ | Rule 13d-1(b) |
| |
¨ | Rule 13d-1(c) |
| |
x | Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following pages)
CUSIP NO.: G04058106
(1) |
NAME OF REPORTING PERSONS |
|
AP Sponsor LLC |
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
|
(a) |
¨ |
|
|
|
|
|
|
|
|
(b) |
¨ |
|
(3) |
SEC USE ONLY |
(4) |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
(5) |
SOLE VOTING POWER |
|
4,222,500(1) |
(6) |
SHARED VOTING POWER |
|
0 |
(7) |
SOLE DISPOSITIVE POWER |
|
4,222,500(1) |
(8) |
SHARED DISPOSITIVE POWER |
|
0 |
(9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
4,222,500(1) |
(10) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
|
¨ |
|
(11) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
19.7%(2) |
(12) |
TYPE OF REPORTING PERSON |
|
OO |
(1) Represents 4,222,500 Class A ordinary shares acquirable
in respect of the Issuer’s 4,222,500 Class B ordinary shares, par value $0.0001 per share, convertible one-for-one into the
Issuer’s Class A ordinary shares, as more fully described under the heading “Description of Securities – Founder
Shares” in the Issuer’s prospectus filed pursuant to Rule 424(b)(4) (File No. 333-261440).
(2) Based on (i) 17,250,000 Class A ordinary shares
issued and outstanding as of August 12 , 2022, as reported on the Issuer’s Form 10-Q filed on August 15, 2022, and
(ii) 4,222,500 Class A ordinary shares issuable upon conversion of the 4,222,500 Class B ordinary shares beneficially
owned by one or more of the Reporting Persons.
CUSIP NO.: G04058106
(1) |
NAME OF REPORTING PERSONS |
|
Advantage
Partners (H.K.) Limited |
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
|
(a) |
¨ |
|
|
|
|
|
|
|
|
(b) |
¨ |
|
(3) |
SEC USE ONLY |
(4) |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
Hong
Kong SAR, People’s Republic of China |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
(5) |
SOLE VOTING POWER |
|
0(3) |
(6) |
SHARED VOTING POWER |
|
0 |
(7) |
SOLE DISPOSITIVE POWER |
|
0(3) |
(8) |
SHARED DISPOSITIVE POWER |
|
0 |
(9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
0(3) |
(10) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
|
¨ |
|
(11) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
0%(3) |
(12) |
TYPE OF REPORTING PERSON |
|
CO |
(3) On September 30, 2022, Advantage Partners (H.K.) Limited
transferred all of its interest in AP Sponsor LLC (the “Sponsor”) to Advantage Partners Pte. Ltd. Advantage Partners Pte.
Ltd., the sole member of the Sponsor, does not exercise voting or dispositive power with respect to the securities of the Issuer held
by the Sponsor and is not considered a beneficial owner of such securities.
CUSIP NO.: G04058106
(1) |
NAME OF REPORTING PERSONS |
|
Richard
Lee Folsom |
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
|
(a) |
¨ |
|
|
|
|
|
|
|
|
(b) |
¨ |
|
(3) |
SEC USE ONLY |
(4) |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
United
States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
(5) |
SOLE VOTING POWER |
|
4,222,500(1) |
(6) |
SHARED VOTING POWER |
|
0 |
(7) |
SOLE DISPOSITIVE POWER |
|
4,222,500(1) |
(8) |
SHARED DISPOSITIVE POWER |
|
0 |
(9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
4,222,500(1) |
(10) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
|
¨ |
|
(11) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
19.7%(2) |
(12) |
TYPE OF REPORTING PERSON |
|
IN |
(1) Represents 4,222,500 Class A ordinary shares acquirable
in respect of the Issuer’s 4,222,500 Class B ordinary shares, par value $0.0001 per share, convertible one-for-one into the
Issuer’s Class A ordinary shares, as more fully described under the heading “Description of Securities – Founder
Shares” in the Issuer’s prospectus filed pursuant to Rule 424(b)(4) (File No. 333-261440).
(2) Based on (i) 17,250,000 Class A ordinary shares
issued and outstanding as of August 12 , 2022, as reported on the Issuer’s Form 10-Q filed on August 15, 2022, and
(ii) 4,222,500 Class A ordinary shares issuable upon conversion of the 4,222,500 Class B ordinary shares beneficially
owned by one or more of the Reporting Persons.
CUSIP NO.: G04058106
Item 1(a). | Name of Issuer: |
AP Acquisition Corp (the “Issuer”).
Item 1(b). | Address of Issuer’s Principal Executive Offices: |
10 Collyer Quay, #37-00 Ocean Financial Center
Singapore.
Item 2(a). | Name of Person Filing: |
| (i) | AP Sponsor LLC; |
| (ii) | Advantage Partners (H.K.) Limited; and |
| (iii) | Richard Lee Folsom (collectively, the “Reporting Persons”). |
Item 2(b). | Address of Principal Business Office or, if None, Residence: |
10 Collyer Quay, #37-00 Ocean Financial Center
Singapore.
Item 2(c). | Citizenship or Place of Organization: |
See responses to Item 4 on each cover page.
Item 2(d). | Title of Class of Securities: |
Class A ordinary shares, par value of $0.0001 per share.
G04058106.
Item 3. | Statement Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c): |
Not applicable.
The responses to Items 5-11 of the cover pages of this
Schedule 13G/A are incorporated herein by reference.
The Sponsor is the record holder of the securities reported
herein. Richard Lee Folsom is the sole manager of the Sponsor and has sole voting and dispositive power with respect to the securities
of the Issuer held by the Sponsor. As such, Mr. Folsom may be deemed to have or share beneficial ownership of the shares held directly
by the Sponsor. This Statement shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of any of the
reported securities.
Item 5. | Ownership of Five Percent or Less of a Class: |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following ¨.
Item 6. | Ownership of More than Five Percent on Behalf of Another
Person: |
Not Applicable.
Item 7. | Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company or Control Person: |
Not Applicable.
CUSIP NO.: G04058106
Item 8. | Identification and Classification of Members of the Group: |
Not Applicable.
Item 9. | Notice of Dissolution of Group: |
Not Applicable.
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: September 30, 2022
AP Sponsor LLC |
By: |
/s/ Richard Lee Folsom |
|
Name: |
Richard Lee Folsom |
|
Title: |
Manager |
|
|
|
|
Advantage Partners (H.K.) Limited |
By: |
/s/ Richard Lee Folsom |
|
Name: |
Richard Lee Folsom |
|
Title: |
Representative Partner |
|
|
|
|
|
|
/s/ Richard Lee Folsom |
|
Name: |
Richard Lee Folsom |
[Signature Page to Schedule 13G]
AP Acquisition (NYSE:APCA)
Historical Stock Chart
From Nov 2024 to Dec 2024
AP Acquisition (NYSE:APCA)
Historical Stock Chart
From Dec 2023 to Dec 2024