- AP Acquisition Corp (APCA) to merge with JEPLAN (Private) in a transaction valuing the pro forma entity at *$293 million in Enterprise Value ($480 million equity value) assuming zero redemptions.
- APCA public shareholders will receive *17.25 million PubCo American Depositary Shares (ADS) and *8.625 million PubCo Series 1 Warrants (on a one-for-one basis).
- Sponsors will receive *4.31 million PubCo ADS and *10.63 million PubCo Series 2 Warrants (on a one-for-one basis).
- JEPLAN shareholders will receive an equity consideration of $300 million at $10.0 per share.
- Minimum net cash condition of $30.0 million.
- No termination fees.
- Business combination transaction is targeted to close in the third or fourth quarter of 2023.
- SPAC Details:
- Unit Structure: 1 Class A Ordinary Share + 0.50 Redeemable Warran
- Public Shares Outstanding: 17,250,000 shares
- Private Shares Outstanding: 4,312,500 shares
- Estimated Trust Value/Share: $10.66
- Current Liquidation Date: September 21, 2023
- Outside Liquidation Date: December 21, 2023
- Name of Target: JEPLAN
- Target Description: 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. According to a 2019 Life Cycle Assessment survey by Japan’s Ministry of the Environment, the production of r-PET products from chemical recycling may achieve a 45% reduction in greenhouse gases compared to the production of virgin PET products.
- Announced Date: June 16, 2023
- Expected Close: “Third or fourth quarter of 2023”
- Press Release: https://www.sec.gov/Archives/edgar/data/1862993/000110465923071887/tm2318720d1_ex99-1.htm
- Transaction Terms:
| Redemption Rate | 0% |
| Share Price | $10.0 per share |
| Enterprise Value | *$296 million |
| Market Cap Value | $480 million |
- SPAC Public Shareholders Receive:
- *17.25 million PubCo ADS (1 for 1)
- *8.625 million PubCo Series 1 Warrant (1 for 1)
- SPAC Sponsors Receive:
- *4,312,500 PubCo ADS (1 for 1)
- *10.625 million PubCo Series 2 Warrant (1 for 1)
- Target Shareholders Receive (~62.5%):
- Equity consideration of $300 million at $10.0 per share (30.0 million PubCo shares)
- PIPE / Financing:
- Parties will use their commercially reasonable efforts to raise PIPE by issuing PubCo Shares or PubCo ADSs at $10.0
- Redemption Protections:
- Nil
- Support Agreement:
- Standard voting support
- Lock-up:
- SPAC Sponsors:
- PubCo Shares: 1-year post-closing
- Early Release: If the price equals or exceeds $12.00 per share after 150 days post-closing
- PubCo Warrants: 30 days post-closing
- PubCo Shares: 1-year post-closing
- Key Target Shareholders:
- PubCo Shares: 1-year post-closing
- Early Release: If the price equals or exceeds $12.00 per share after 150 days post-closing
- PubCo Shares: 1-year post-closing
- SPAC Sponsors:
- Closing Conditions:
- Termination date: Not Provided
- Minimum net cash condition of $30.0 million
- Cash includes:
| Cash in Trust | |
| Less: | Redemptions |
| Less: | SPAC Transaction expenses |
| Less: | Target Transaction expenses |
| Add: | Permitted Equity Financing Proceeds |
- Other customary closing conditions
- Termination:
- No termination fees
- Other standard termination clauses
- Advisors:
- SPAC International Legal Advisor: Kirkland & Ellis
- Target US Legal Advisor: Greenberg Traurig, LLP
- SPAC Japanese Legal counsel Advisor: Mori, Hamada & Matsumoto
- Target Japanese Legal Advisor: Greenberg Traurig Tokyo Law Offices
- SPAC Cayman Legal Advisor: Maples and Calder (Cayman) LLP
- Financials:
- No financials provided
- Comparables
- No valuations provided
- Equity Incentive Plan
- No information provided
*Denotes estimated figures by CPC
#Estimated as on Jun 21, 2023 (Date of depositing extension funds to extend to September 3, 2023)