UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
| Apollo Strategic Growth Capital II | ||
| (Name of Issuer) | ||
| Class A ordinary shares, $0.00025 par value per share | ||
| (Title of Class of Securities) | ||
| G0412A102* | ||
| (CUSIP Number) | ||
| December 31, 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).
SEC 1745 (3-06)
| CUSIP No. G0412A102 |
| 1 | Name
of Reporting PersonS.
|
APSG Sponsor II, 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
|
| Cayman
Islands
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | sole voting power
|
0 shares
| ||
| 6 | shared voting power
| |
17,250,000 shares
| ||
| 7 | sole dispositive power
| |
0 shares
| ||
| 8 | shared dispositive power
| |
17,250,000 shares
|
| 9 | aggregate amount beneficially owned by each reporting person
| |
17,250,000 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)
| |
25.0%
| ||
| 12 | type of reporting person (See Instructions)
| |
PN
| ||
Page 2 of 9
| CUSIP No. G0412A102 |
| 1 | Name
of Reporting PersonS.
|
AP Caps II 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
|
| Cayman
Islands
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | sole voting power
|
0 shares
| ||
| 6 | shared voting power
| |
17,250,000 shares
| ||
| 7 | sole dispositive power
| |
0 shares
| ||
| 8 | shared dispositive power
| |
17,250,000 shares
|
| 9 | aggregate amount beneficially owned by each reporting person
| |
17,250,000 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)
| |
25.0%
| ||
| 12 | type of reporting person (See Instructions)
| |
OO
| ||
Page 3 of 9
| CUSIP No. G0412A102 |
| 1 | Name
of Reporting PersonS.
|
Apollo Principal Holdings III, 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
|
| Cayman
Islands
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | sole voting power
|
0 shares
| ||
| 6 | shared voting power
| |
17,250,000 shares
| ||
| 7 | sole dispositive power
| |
0 shares
| ||
| 8 | shared dispositive power
| |
17,250,000 shares
|
| 9 | aggregate amount beneficially owned by each reporting person
| |
17,250,000 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)
| |
25.0%
| ||
| 12 | type of reporting person (See Instructions)
| |
PN
| ||
Page 4 of 9
| CUSIP No. G0412A102 |
| 1 | Name
of Reporting PersonS.
|
Apollo Principal Holdings III GP, 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
| |
17,250,000 shares
| ||
| 7 | sole dispositive power
| |
0 shares
| ||
| 8 | shared dispositive power
| |
17,250,000 shares
|
| 9 | aggregate amount beneficially owned by each reporting person
| |
17,250,000 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)
| |
25.0%
| ||
| 12 | type of reporting person (See Instructions)
| |
CO
| ||
Page 5 of 9
| Item 1. | (a) | Name of Issuer |
Apollo Strategic Growth Capital II
| (b) | Address of Issuer’s Principal Executive Offices |
9 West 57th Street, 43rd Floor
New York, NY 10019
| Item 2. | (a) | Name of Person Filing |
This statement is filed by (i) APSG Sponsor II, L.P. (“APSG Sponsor II”); (ii) AP Caps II Holdings GP, LLC (“Holdings GP”); (iii) Apollo Principal Holdings III, L.P. (“Principal Holdings III”); and (iv) Apollo Principal Holdings III GP, Ltd. (“Principal Holdings III GP”). The foregoing are collectively referred to herein as the “Reporting Persons.”
APSG Sponsor II holds Class B ordinary shares, par value $0.0000625 per share, of the Issuer convertible into Class A ordinary shares.
Holdings GP is the general partner of APSG Sponsor II. Principal Holdings III is the managing member of Holdings GP. Principal Holdings III GP is the general partner of Principal Holdings III.
| (b) | Address of Principal Business Office or, if none, Residence |
The address of the principal business office of each of APSG Sponsor II, Holdings GP, Principal Holdings III and Principal Holdings III GP is c/o Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008.
| (c) | Citizenship |
APSG Sponsor II and Principal Holdings III are each exempted limited partnerships registered in the Cayman Islands. Holdings GP is an exempted company registered in the Cayman Islands with limited liability. Principal Holdings III GP is an exempted company registered in the Cayman Islands.
| (d) | Title of Class of Securities |
Class A ordinary shares, $0.00025 par value per share (the “Common Stock”)
| (e) | CUSIP Number |
G0412A102
| 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.
Page 6 of 9
| Item 4. | Ownership. |
Beneficial ownership information is reported as of the date of filing of this Schedule 13G.
| (a) | Amount beneficially owned: |
| APSG Sponsor II | 17,250,000 | |||
| Holdings GP | 17,250,000 | |||
| Principal Holdings III | 17,250,000 | |||
| Principal Holdings III GP | 17,250,000 |
Holdings GP, Principal Holdings III, and Principal Holdings III GP, and Messrs. Marc Rowan, Scott Kleinman and James Zelter, the directors of Principal Holdings III GP, each disclaim beneficial ownership of all shares of Common Stock included in this filing, 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: |
| APSG Sponsor II | 25.0 | % | ||
| Holdings GP | 25.0 | % | ||
| Principal Holdings III | 25.0 | % | ||
| Principal Holdings III GP | 25.0 | % |
The percentages are based on 69,000,000 shares of Common Stock outstanding as of November 14, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed on November 14, 2022.
| (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: |
| APSG Sponsor II | 17,250,000 | |||
| Holdings GP | 17,250,000 | |||
| Principal Holdings III | 17,250,000 | |||
| Principal Holdings III GP | 17,250,000 |
| (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: |
| APSG Sponsor II | 17,250,000 | |||
| Holdings GP | 17,250,000 | |||
| Principal Holdings III | 17,250,000 | |||
| Principal Holdings III GP | 17,250,000 |
| 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: ¨
Page 7 of 9
| 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.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
Not applicable.
[The remainder of this page is intentionally left blank.]
Page 8 of 9
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: February 13, 2023
| APSG SPONSOR II, L.P. | |||||
| By: | AP Caps II Holdings GP, LLC, its general partner | ||||
| By: | Apollo Principal Holdings III, L.P., its managing member | ||||
| By: | Apollo
Principal Holdings III GP, Ltd., its general partner | ||||
| By: | /s/ James Elworth | ||||
| Name: James Elworth | |||||
| Title: Vice President | |||||
| AP Caps II Holdings GP, LLC | ||||
| By: | Apollo Principal
Holdings III, L.P., its managing member | |||
| By: | Apollo Principal
Holdings III GP, Ltd., its general partner | |||
| By: | /s/ James Elworth | |||
| Name: James Elworth | ||||
| Title: Vice President | ||||
| Apollo Principal Holdings III, L.P. | ||||
| By: | Apollo Principal
Holdings III GP, Ltd., its general partner | |||
| By: | /s/ James Elworth | |||
| Name: | James Elworth | ||
| Title: | Vice President |
| APOLLO PRINCIPAL HOLDINGS III GP, LTD. | ||
| By: | /s/ James Elworth | |
| Name: | James Elworth | |
| Title: | Vice President |
Page 9 of 9