UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
(Amendment No. 3)*
Under the Securities Exchange Act of 1934
Generation Asia I Acquisition Limited
(Name of Issuer)
Class A ordinary share, par value $0.0001 per share
(Title of Class of Securities)
G38258102
(CUSIP Number)
September 30, 2024
(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) |
| x | Rule 13d-1(c) |
| ¨ | 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).
| CUSIP No. G38258102 |
| 1 | NAME
OF REPORTING PERSONS.
Apollo Credit Strategies Master Fund Ltd. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (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
0 shares | |
| 6 | SHARED VOTING POWER
125,000 shares | ||
| 7 | SOLE DISPOSITIVE POWER
0 shares | ||
| 8 | SHARED DISPOSITIVE POWER
125,000 shares | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000 shares | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ (See Instructions) | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.5% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
CO | ||
Page 2 of 16
| CUSIP No. G38258102 |
| 1 | NAME
OF REPORTING PERSONS.
Apollo ST Fund Management LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨
(b) ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 shares | |
| 6 | SHARED VOTING POWER
125,000 shares | ||
| 7 | SOLE DISPOSITIVE POWER
0 shares | ||
| 8 | SHARED DISPOSITIVE POWER
125,000 shares | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000 shares | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ (See Instructions) | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.5% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO | ||
Page 3 of 16
| CUSIP No. G38258102 |
| 1 | NAME
OF REPORTING PERSONS.
Apollo ST Operating LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨
(b) ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 shares | |
| 6 | SHARED VOTING POWER
125,000 shares | ||
| 7 | SOLE DISPOSITIVE POWER
0 shares | ||
| 8 | SHARED DISPOSITIVE POWER
125,000 shares | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000 shares | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ (See Instructions) | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.5% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
PN | ||
Page 4 of 16
| CUSIP No. G38258102 |
| 1 | NAME
OF REPORTING PERSONS.
Apollo ST Capital LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨
(b) ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 shares | |
| 6 | SHARED VOTING POWER
125,000 shares | ||
| 7 | SOLE DISPOSITIVE POWER
0 shares | ||
| 8 | SHARED DISPOSITIVE POWER
125,000 shares | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000 shares | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ (See Instructions) | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.5% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO | ||
Page 5 of 16
| CUSIP No. G38258102 |
| 1 | NAME
OF REPORTING PERSONS.
ST Management Holdings, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (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
0 shares | |
| 6 | SHARED VOTING POWER
125,000 shares | ||
| 7 | SOLE DISPOSITIVE POWER
0 shares | ||
| 8 | SHARED DISPOSITIVE POWER
125,000 shares | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000 shares | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ (See Instructions) | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.5% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO | ||
Page 6 of 16
| CUSIP No. G38258102 |
| 1 | NAME
OF REPORTING PERSONS.
Apollo Capital Management, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨
(b) ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 shares | |
| 6 | SHARED VOTING POWER
125,000 shares | ||
| 7 | SOLE DISPOSITIVE POWER
0 shares | ||
| 8 | SHARED DISPOSITIVE POWER
125,000 shares | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000 shares | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ (See Instructions) | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.5% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
PN | ||
Page 7 of 16
| CUSIP No. G38258102 |
| 1 | NAME
OF REPORTING PERSONS.
Apollo Capital Management GP, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨
(b) ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 shares | |
| 6 | SHARED VOTING POWER
125,000 shares | ||
| 7 | SOLE DISPOSITIVE POWER
0 shares | ||
| 8 | SHARED DISPOSITIVE POWER
125,000 shares | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000 shares | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ (See Instructions) | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.5% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO | ||
Page 8 of 16
| CUSIP No. G38258102 |
| 1 | NAME
OF REPORTING PERSONS.
Apollo Management Holdings, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨
(b) ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 shares | |
| 6 | SHARED VOTING POWER
125,000 shares | ||
| 7 | SOLE DISPOSITIVE POWER
0 shares | ||
| 8 | SHARED DISPOSITIVE POWER
125,000 shares | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000 shares | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ (See Instructions) | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.5% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
PN | ||
Page 9 of 16
| CUSIP No. G38258102 |
| 1 | NAME
OF REPORTING PERSONS.
Apollo Management Holdings GP, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨
(b) ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 shares | |
| 6 | SHARED VOTING POWER
125,000 shares | ||
| 7 | SOLE DISPOSITIVE POWER
0 shares | ||
| 8 | SHARED DISPOSITIVE POWER
125,000 shares | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000 shares | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ (See Instructions) | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.5% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO | ||
Page 10 of 16
| Item 1. | Name of Issuer |
Generation Asia I Acquisition Limited
| (a) | Address of Issuer’s Principal Executive Offices |
Two Exchange Square, Suite 3102
8 Connaught Place, Central
Hong Kong, China
| Item 2. | Name of Person Filing |
This statement is filed by (i) Apollo Credit Strategies Master Fund Ltd. (“Credit Strategies”); (ii) Apollo ST Fund Management LLC (“ST Management”); (iii) Apollo ST Operating LP (“ST Operating”); (iv) Apollo ST Capital LLC (“ST Capital”); (v) ST Management Holdings, LLC (“ST Management Holdings”); (vi) Apollo Capital Management, L.P. (“Capital Management”); (vii) Apollo Capital Management GP, LLC (“Capital Management GP”); (viii) Apollo Management Holdings, L.P. (“Management Holdings”); and (ix) Apollo Management Holdings GP, LLC (“Management Holdings GP”). The foregoing are collectively referred to herein as the “Reporting Persons.”
Credit Strategies holds securities of the Issuer.
ST Management serves as the investment manager for Credit Strategies. ST Operating is the sole member of ST Management. The general partner of ST Operating is ST Capital. ST Management Holdings is the sole member of ST Capital.
Capital Management serves as the sole member and manager of ST Management Holdings. Capital Management GP serves as the general partner of Capital Management. Management Holdings serves as the sole member and manager of Capital Management GP, and Management Holdings GP serves as the general partner of Management Holdings.
| (a) | Address of Principal Business Office or, if none, Residence |
The principal office of Credit Strategies is c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008, Cayman Islands. The principal office of each of ST Management, ST Operating, ST Capital, ST Management Holdings, Capital Management, Capital Management GP, Management Holdings, and Management Holdings GP is 9 W. 57th Street, 41st Floor, New York, New York 10019.
| (b) | Citizenship |
Credit Strategies, and ST Management Holdings are exempted companies incorporated in the Cayman Islands with limited liability. ST Management, ST Capital, Capital Management GP, and Management Holdings GP are each a Delaware limited liability company. ST Operating, Capital Management, and Management Holdings are each a Delaware limited partnership.
| (c) | Title of Class of Securities |
Class A ordinary share, par value $0.0001 per share (the “Ordinary Share”).
| (d) | CINS Number |
G38258102
Page 11 of 16
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership. |
Beneficial ownership information is reported as of September 30, 2024. The Ordinary Shares reported herein include shares held in the form of Class B ordinary shares, par value $0.0001 per share (“Class B ordinary shares”). The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the Issuer’s initial business combination, or earlier at the option of the holder thereof, on a one-for-one basis, subject to adjustment, as described in more detail in the Issuer’s Current Report on Form 8-K filed on July 18, 2023.
| (a) | Amount beneficially owned: |
| Credit Strategies | 125,000 |
| ST Management | 125,000 |
| ST Operating | 125,000 |
| ST Capital | 125,000 |
| ST Management Holdings | 125,000 |
| Capital Management | 125,000 |
| Capital Management GP | 125,000 |
| Management Holdings | 125,000 |
| Management Holdings GP | 125,000 |
ST Management, ST Operating, ST Capital, ST Management Holdings, Capital Management, Capital Management GP, Management Holdings and Management Holdings GP, and Messrs. Scott Kleinman, James Zelter, and Marc Rowan, the managers, as well as executive officers, of Management Holdings GP, each disclaims beneficial ownership of all shares of Common Stock included in this report, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.
| (b) | Percent of class: |
| Credit Strategies | 2.5% |
| ST Management | 2.5% |
| ST Operating | 2.5% |
| ST Capital | 2.5% |
| ST Management Holdings | 2.5% |
| Capital Management | 2.5% |
| Capital Management GP | 2.5% |
| Management Holdings | 2.5% |
| Management Holdings GP | 2.5% |
The percentages are based on 4,794,855 Ordinary Shares outstanding as of August 13, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q on August 13, 2024. The percentages also take into account the conversion of 125,000 Class B ordinary shares held by the Reporting Persons.
Page 12 of 16
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: |
0 for all Reporting Persons
| (ii) | Shared power to vote or to direct the vote: |
| Credit Strategies | 125,000 |
| ST Management | 125,000 |
| ST Operating | 125,000 |
| ST Capital | 125,000 |
| ST Management Holdings | 125,000 |
| Capital Management | 125,000 |
| Capital Management GP | 125,000 |
| Management Holdings | 125,000 |
| Management Holdings GP | 125,000 |
| (iii) | Sole power to dispose or to direct the disposition of: |
0 for all Reporting Persons
| (iv) | Shared power to dispose or to direct the disposition of: |
| Credit Strategies | 125,000 |
| ST Management | 125,000 |
| ST Operating | 125,000 |
| ST Capital | 125,000 |
| ST Management Holdings | 125,000 |
| Capital Management | 125,000 |
| Capital Management GP | 125,000 |
| Management Holdings | 125,000 |
| Management Holdings GP | 125,000 |
| 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: x
| 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. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
Page 13 of 16
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
[The remainder of this page is intentionally left blank.]
Page 14 of 16
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.
Date: November 14, 2024
| APOLLO CREDIT STRATEGIES MASTER FUND LTD. | |||
| By: | Apollo ST Fund Management LLC, | ||
| its investment manager | |||
| By: | /s/ William Kuesel | ||
| Name: | William Kuesel | ||
| Title: | Vice President | ||
| APOLLO ST FUND MANAGEMENT LLC | ||
| By: | /s/ William Kuesel | |
| Name: | William Kuesel | |
| Title: | Vice President | |
| APOLLO ST OPERATING LP | |||
| By: | Apollo ST Capital LLC, | ||
| its general partner | |||
| By: | /s/ William Kuesel | ||
| Name: | William Kuesel | ||
| Title: | Vice President | ||
| APOLLO ST CAPITAL LLC | |||
| By: | /s/ William Kuesel | ||
| Name: | William Kuesel | ||
| Title: | Vice President | ||
| ST MANAGEMENT HOLDINGS, LLC | ||
| By: | /s/ William Kuesel | |
| Name: | William Kuesel | |
| Title: | Vice President | |
Page 15 of 16
| APOLLO CAPITAL MANAGEMENT, L.P. | |||
| By: | Apollo Capital Management GP, LLC, | ||
| its general partner | |||
| By: | /s/ William Kuesel | ||
| Name: | William Kuesel | ||
| Title: | Vice President | ||
| APOLLO CAPITAL MANAGEMENT GP, LLC | |||
| By: | /s/ William Kuesel | ||
| Name: | William Kuesel | ||
| Title: | Vice President | ||
| APOLLO MANAGEMENT HOLDINGS, L.P. | |||
| By: | Apollo Management Holdings GP, LLC, | ||
| its general partner | |||
| By: | /s/ William Kuesel | ||
| Name: | William Kuesel | ||
| Title: | Vice President | ||
| APOLLO MANAGEMENT HOLDINGS GP, LLC | ||
| By: | /s/ William Kuesel | |
| Name: | William Kuesel | |
| Title: | Vice President | |
Page 16 of 16