AP Acquisition Corp *
LIQUIDATION – 6/17/24 – LINK
- The Company anticipates that the last day of trading in the Class A ordinary shares will be June 21, 2024.
- The per-share redemption price will be approximately $11.48
The below-announced combination was terminated on 6/17/24. It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.
PROPOSED BUSINESS COMBINATION: JEPLAN Holdings, Inc. [Terminated]
ENTERPRISE VALUE: $tbd million
ANTICIPATED SYMBOL: JPL
AP Acquisition Corp proposes to combine with JEPLAN Holdings, Inc.
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.
EXTENSION – 9/21/23 – LINK
- The SPAC approved the extension from September 21, 2023 to June 21, 2024.
- 5,947,466 shares were redeemed.
- $200K per month will be deposited into the trust account.
SUBSEQUENT EVENT – 7/12/23 – LINK
- The SPAC entered into a non-redemption agreement with Tokyo Century Corp. in exchange for them agreeing not to redeem an aggregate of 500,000 shares
EXTENSION – 6/16/23 – LINK
- The SPAC deposited $1,725,000 into the trust account to extend from June 21, 2023 to September 21, 2023.
TRANSACTION
- The combined company, which will be domiciled and headquartered in Japan, is expected to have an estimated equity value of approximately $480 million on a post-money basis.
- The business combination is expected to be completed in the third or fourth quarter of 2023.
SPAC FUNDING
- No additional funding was mentioned at this time.
LOCK-UP
- Company and Sponsor
- One year following the Closing of the business combination or if the share price equals or exceeds $12.00 for 20/30 trading days at least 150 days after Closing.
NOTABLE CONDITIONS TO CLOSING
- $30,000,000 (the “Minimum Cash Condition”).
NOTABLE CONDITIONS TO TERMINATION
- The current outside date is September 21, 2023 and can be extended based on extensions.
ADVISORS
- Company
- Greenberg Traurig, LLP is serving as U.S. legal counsel.
- Greenberg Traurig Tokyo Law Offices is serving as Japanese legal counsel.
- SPAC
- Kirkland & Ellis is serving as international legal counsel.
- Mori, Hamada & Matsumoto is serving as Japanese legal counsel.
- Maples and Calder (Cayman) LLP is serving as Cayman legal counsel.
MANAGEMENT & BOARD
Executive Officers
Richard Lee Folsom, 61
Chairman and Director
Mr. Folsom is an experienced investor with a track record of helping companies successfully build scale and generate value. At Advantage Partners, Mr. Folsom is responsible for the overall investment strategy as well as leading and managing the organization. He is involved in the sourcing, execution and management of Advantage Partners’ portfolio companies. After founding Advantage Partners, between 1992 and 1997, with his co-founder partner, Taisuke Sasanuma, he started and managed two new businesses: Meridian VAT Reclaim Japan, a EU Value-Added Tax (VAT) reclaim service for corporations (subsequently sold to PRGX, a NASDAQ listed company at the time), and Advantage Risk Management (subsequently went public in 2005 under TSE: 8769), an insurance brokerage and risk management business in Japan. In 1997, Mr. Folsom and Mr. Sasanuma established Japan’s very first buyout fund, and Mr. Folsom has since focused his time on the development of this private equity investment practice. In addition to the 1997 fund, subsequent funds were raised in 2000, 2003, 2006, 2008, 2012, 2015, 2016, 2018, 2019, and most recently in 2020. These 11 private equity funds raised include seven funds focused on Japan buyouts, which includes: investments in founder / owner successions, carve-outs from large corporate parents, public-to-private takeovers, and other special situations; one fund focused on pan-Asian buyouts; and three funds focused on private investments in public equity (PIPEs) in small, mid and large cap public companies in Japan. Through its funds, Advantage Partners has made more than 100 investments, deploying approximately $5 billion, of which they have successfully exited more than 60 as of October 2021. An important point to emphasize about Mr. Folsom and Advantage Partners’ investments is that a majority of the acquisitions have been sourced and accessed proprietarily or semi-proprietarily, rather than through auction processes. This is driven by Mr. Folsom and Advantage Partners’ broad network and reputation, and sellers prioritizing Advantage Partners’ value proposition of strategic and operational support. These investments span a range of industries and sectors, including some in sustainability and the Sustainable Development Goals (SDGs)-related sectors and companies. Examples of acquisitions include: Katitas, a leading company in Japan focused on refurbishing and repositioning affordable used single-family homes nationwide, in the form of a founder / owner succession acquisition, which Mr. Folsom and Advantage Partners grew dramatically and successfully listed in December 2017 (TSE: 8919, market cap of $2.7 billion as of October 8, 2021); Net Protections, a corporate carve-out and a leading buy-now-pay-later (BNPL) solutions provider to e-commerce retailers in Japan; and Nihon Kaisui, a corporate carve-out followed by two roll-up acquisitions to create one of the market leaders in Japan focused on production of salt from sea water using reverse osmosis membrane technology. Mr. Folsom has approximately 29 years’ commercial experience across investing, operations and management. Prior to founding Advantage Partners, Mr. Folsom was engaged in management consulting with Bain & Company, primarily in their Tokyo office, where he accumulated eight years of experience in developing and implementing strategies for both foreign and domestic corporations in the Japanese and Asian markets. He has over 35 years’ experience living in Asia. Mr. Folsom graduated from Brigham Young University with a Bachelor’s Degree in Japanese and Economics, and holds a Master of Business Administration Degree from The Wharton School of the University of Pennsylvania.
Keiichi Suzuki, 52
Chief Executive Officer and Director
During his tenure at Mitsubishi Corporation, a leading Japanese trading company, Mr. Suzuki gained over 29 years of experience in alternative investments including real estate, private equity, and infrastructure, especially in the renewable energy space. Since 2009, Mr. Suzuki initiated and developed renewable energy businesses in Europe and Middle East for Mitsubishi Corporation creating a large renewable independent power producer (IPP) business. From 2015 to 2020, Mr. Suzuki was the Chief Executive Officer of Diamond Generating Europe Limited (“DGE”), a wholly owned subsidiary of Mitsubishi Corporation and a strategic IPP platform headquartered in London, which develops, constructs, finances, and operates renewables and other generation assets in Europe and the Middle East. During his tenure, Mr. Suzuki grew the company’s gross power generation capacity to 5GW. Diamond Generating Europe was awarded major projects in Europe and the Middle East including Scottish Moray East Off-shore Wind Farm Project (950MW), Dutch Borssele III & IV Offshore Wind Project (731.5MW), and Qatar Facility D independent water and power project (IWPP)(2,520MW for power and 136.5 million gallon of drinking water per day) in which Diamond Generating Europe was assigned as the lead developer and Mr. Suzuki managed the entire process, coordinating engineering, procurement, and construction contracts with partners such as Samsung C&T and Hitachi Zosen. DGE also acquired major equipment suppliers, Siemens AG and Acciona Agua. In the two off-shore wind projects, Diamond Generating Europe took the role of co-developer together with ENGIE SA and EDP Renováveis in Scottish Moray East Off-shore Wind Farm Project, and with Royal Dutch Shell, Eneco, and Van Oord in Dutch Borssele III & IV Offshore Wind Project. Both projects were awarded by the procuring governments successfully. Diamond Generating Europe also acquired Dutch Luchterduinen Wind Farm (129MW) and Belgium Norther Offshore Wind Farm (370MW) under their development phase, and successfully financed and constructed their successful operations. Besides offshore wind farms, DGE acquired French solar assets (111MW) and developed onshore wind assets (72MW) from/with EDF Renewables respectively, and acquired Italian solar assets (48MW) from Italian Developer Solar Ventures jointly with The Innovation Network Corporation of Japan as co-investor, which was successfully divested to Sonnedix in 2016. Apart from his experience as the Chief Executive Officer of Diamond Generating Europe, Mr. Suzuki was involved in a number of renewable energy projects in Japan and across EMEA, and held various roles including PV Development Team Leader (2010-2012) and Acting General Manager & Qatar FD Project Task Force Leader (2013-2015). Prior to joining Advantage Partners, Mr. Suzuki most recently served as General Manager of Merchant Banking Department in Asset Finance Division of Mitsubishi Corporation. In this role, Mr. Suzuki was responsible for managing a total capital of approximately $1 billion in net asset value for Mitsubishi Corporation. He oversaw multiple private equity funds including Marunouchi Capital (Japan/Buyout), Marunouchi Infrastructure (Japan/Infrastructure), Asian Industrial Growth Fund (Southeast Asia/Growth Capital), OneRock Capital (North America/Buyout), Geodesic Capital (United States/Venture Capital), and Tata Opportunity Fund (India/Growth Capital). Mr. Suzuki started his career from the Urban Development Department of Mitsubishi Corporation in 1992. Mr. Suzuki graduated from The University of Tokyo and has a Bachelor’s Degree in Urban Engineering, and holds a Master of Business Administration Degree from the Massachusetts Institute of Technology Sloan School of Management. He is also a First Class Architect licensed by the Ministry of Land, Infrastructure, Transport and Tourism of Japan.
Board of Directors
Shankar Krishnamoorthy, 61
Independent Director Nominee
Mr. Krishnamoorthy is a results-oriented executive and hands-on leader with proven track record in the energy sector. Mr. Krishnamoorthy has over 38 years of experience in the energy and renewable energy sector, specifically in the following: opening and growing new markets and products; sustaining profitable growth of businesses in competitive environments; construction, operation and management of large assets; structuring and negotiating of complex contracts including joint ventures, mergers and acquisitions, long term offtake, equipment purchases, service agreements, and financing; stakeholder management; and portfolio management. Mr. Krishnamoorthy is currently the Executive Vice President and Chief Strategy Officer at SAS Ÿnsect, a French food manufacturer that transforms insects into premium, high-value ingredients for pets, fish, plants, and human beings. He is also a Member of the Board at Caruna, a Finnish company that distributes electricity and maintains, repairs and builds a weatherproof electricity network. Mr. Krishnamoorthy holds substantial experience and expertise in the energy space, especially in the field of energy transition. Throughout his career, he has mainly worked for two organizations?—?ENGIE SA (“ENGIE”) as well as its subsidiaries and affiliates, and Bharat Heavy Electricals Limited. ENGIE is a global company based in France offering thermal energy, hydropower, solar energy, onshore and offshore wind power, facility management and heat generation services, with over EUR56 billion in revenues in 2020, over 172,000 employees, and approximately 101GW of total electricity generation capacities, of which 31GW are renewables as of April 2021 on a consolidated basis. According to its 2021 integrated report, as of April 2021, the company is ranked No.1 in power distribution in Europe, No. 2 in natural gas transmission in Europe, No.1 in urban cooling networks globally, and No. 3 in urban heating networks globally. Bharat Heavy Electricals Limited is one of the largest Indian engineering and manufacturing companies. From January 2017 to May 2021, Mr. Krishnamoorthy served as a member of the Executive Committee of ENGIE SA and supervised multiple functions ranging from strategy, business development oversight, research, innovation, corporate venture capital, procurement, engineering and construction. In addition, Mr. Krishnamoorthy most recently served as the Chief Executive Officer of Tractebel Engineering SA, a subsidiary of ENGIE based in Belgium with a company mission of “Engineering a carbon-neutral future.” It provides life-cycle consultancy and engineering services to power, nuclear, gas, industry, and infrastructure customers. As the CEO, from 2020 to 2021, Mr. Krishnamoorthy managed a total of 5,000 employees, led projects of all sizes and complexities throughout the full life-cycle of a customer: strategy phase, pre-investment phase, implementation phase, operation phase, and decommissioning phase. Apart from his recent experience in France and Belgium, Mr. Krishnamoorthy has also established an extensive global network through approximately 15 years’ experience in Thailand, U.A.E., and the U.K. after he moved to Thailand in 2002. He spent approximately three years in the U.K. acting in leadership roles including the Chairman of Solairedirect SA, a subsidiary of ENGIE; seven years in U.A.E. during which he mostly served as the CEO and President of ENGIE’s South Asia, Middle East and Africa Head Quarter; and five years in Thailand as the Head of Business Development at ENGIE’s Asia Pacific Head Quarter. Before 2002, Mr. Krishnamoorthy worked for three separate companies, mainly in the field of engineering. From 1997 to 2001, he worked for Tractebel Energy South Asia Pvt. Ltd., a subsidiary of ENGIE, as the Head of Business Development, Chief Executive Officer, and Director. In 1997, as the Head of Marketing and Sales, Mr. Krishnamoorthy also worked for Crompton Greaves Limited (currently CG Power and Industrial Solutions Limited), an Indian company engaged in the design and manufacture of power conversion equipment products. Previously, from 1982 to 1997, he worked at Bharat Heavy Electricals Limited as a Sales Manager, Project Manager, and Commissioning Engineer.
Henrik Baek Jorgensen, 60
Independent Director Nominee
Mr. Jorgensen is an experienced leader with a high drive and superior stakeholder management skills with an ability to build bridges between entities with technical expertise on the one hand and those with commercial know-how on the other, especially in the renewable energy space. Mr. Jorgensen has over 13 years of experience in the renewable energy sector, with a particular strength in offshore wind power generation. With the ability to build up high-performance teams, understand both technical and commercial concepts, and manage stakeholders within the value chain, Mr. Jorgensen has established a successful track record throughout his career. Since January 2021, Mr. Jorgensen has served as a Vice President of Offshore Product Strategy at Vestas Wind Systems A/S, where he is responsible for structuring offshore market roadmap and go-to-market strategies including the technical aspects of bids involving next-generation offshore wind turbines. Prior to his current role, from February 2014 to January 2021, Mr. Jorgensen served as a Vice President of Product Management at MHI Vestas Offshore Wind A/S, where he was responsible for structuring product roadmap, go-to-market strategies, and technical sales support. A part of his success during the time is installing the world’s largest offshore wind turbine at the time and the subsequent upgrades to the market in cooperation with Mitsubishi Corporation. Mr. Jorgensen’s experience in the energy sector goes beyond offshore wind power generation: from 2011 to 2014, he worked as a Senior Product Manager of Smart Grid Solutions at Kamstrup A/S, a world leading manufacturer of system solutions for smart energy and water metering headquartered in Denmark. Prior to this role, Mr. Jorgensen worked for Vestas Wind Systems A/S from 2008 to 2011, where he served as a Senior Product Manager of the 2 MW Platform team. Apart from his experience in the renewable energy sector, Mr. Jorgensen also has ample experience in product management and engineering. From 2000 to 2008, Mr. Jorgensen worked at CCI Europe A/S (currently renamed Stibo DX), a leading developer and a provider of enterprise CMS and digital asset management solutions for media companies and enterprises worldwide. During his tenure, Mr. Jorgensen served as a Product Manager of the System Architecture team. Prior to 2000, Mr. Jorgensen also held various positions as an engineer, project manager, and CAD manager at Sabroe Refrigeration A/S and Tetra Pak Hoyer A/S.
Helena Anderson, 42
Independent Director Nominee
Ms. Anderson co-founded Ikigai, a leading international, technology-neutral “energy transition platform” with a purpose of bridging the gap between investors, suppliers, and energy intensive industries through its strategic advisory, development and bankability accelerator services. Since then she has advised investors, fund managers, developers and technology companies in the energy transition and decarbonization sectors in the U.K., Europe and Africa. In her current role as the COO of several Ikigai group companies, Ms. Anderson advises on market entry and corporate growth strategies, energy transition stakeholder engagement, project structuring, investment and development. Ms. Anderson has over 12 years of experience in energy (including energy efficiency, solar, wind, tidal stream, geothermal, biomass, energy from waste, biomethane, hydrogen, energy storage, district heating, charging infrastructure, micro grids) and infrastructure (water, telecommunications, airports, roads and ports). She also helped to design, and is a leading expert on, the Equator Principles and other standards related to mitigating environmental and social risk in lending. Since the founding of Ikigai, Ms. Anderson has built a successful track record advising on industrial zone and city decarbonization, clean tech growth capital, energy transition project optimization, co-development and financing focused on attracting institutional investment into the energy transition. She has advised enterprises, core infrastructure owners, local governments and universities on their net zero investment strategies, including a regional growth board on the hydrogen ecosystem roadmap and investment plan for the Thames Estuary in the South East of England. Having established a clean tech accelerator, she has advised on the commercialization and scaling up of, and investment into, a wide variety of start-ups, ranging from an EV charging predictive data software platform to a containerized carbon capture technology to the development of Europe’s first lithium processing facility. She has advised on renewable energy and decarbonization project development for multiple energy and infrastructure funds, municipal and regional authorities, water companies and airports, including, during 2021 alone, one of the largest airport solar schemes in Europe at Glasgow Airport, the gateway to COP26; a £1bn industrial decarbonization project portfolio for the North West of England and a district heat network in Manchester. In regard to institutional investment in the energy transition, Ms. Anderson supported European and Japanese investors on their investments into biomethane production and retailing in the U.K. and international funds on optimization of existing energy generation for a Net Zero economy incorporating onsite generation, battery storage, hydrogen production and carbon capture and reutilization. Prior to founding Ikigai, Ms. Anderson made significant contribution to the public sector, spending two years at the U.K. Department for International Trade, where she was the Head of Energy Capital Investment. During her tenure, Ms. Anderson led the capital investment team focusing on the energy transition and energy systems, advising on the structuring of bankable energy transactions and facilitating introductions to, and negotiations with, international equity and debt capital (from trading houses, industrials, sovereign wealth funds and institutional investors). There she sourced from, or designed with, the private sector, local authorities and other U.K. Government Departments while conducting high level due diligence in a number of energy platforms and projects, delivering a large amount of investment returns to the U.K. through 2016 to 2017. Ms. Anderson started her career as a lawyer in January 2004 as an Associate at Mallesons Stephen Jaques, a leading law firm in Australia, where she worked as a project finance specialist until December 2006. She joined Herbert Smith Freehills in January 2007, where she built up her expertise in project financing until December 2015. At Herbert Smith Freehills, Ms. Anderson was instrumental in developing the firm’s top-tier renewable energy finance practice. During her tenure, Ms. Anderson also served as a general counsel of East Anglia Offshore Wind Limited, the joint venture of ScottishPower Renewables and Vattenfall developing a 7,200MW offshore wind project off the coast of the U.K. Ms. Anderson graduated from the University of Melbourne in Australia with a Bachelor of Laws (Honours) Degree, a Bachelor of Commerce (Accounting and Finance), and a Diploma of Modern Languages (Japanese). She was previously a director of the regulated board of the largest private social housing and regeneration developer and operator in the UK, Places for People Plc until 2021 and is currently a commissioner on the Cheshire and Warrington Sustainable and Inclusive Growth Commission for the North West of England.
