Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
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).
1 |
NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo
Atlas Master Fund, 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
5,763 shares |
7 |
SOLE DISPOSITIVE POWER
0 shares |
8 |
SHARED DISPOSITIVE POWER
5,763 shares |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,763 shares
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
x |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% (rounded)
|
12 |
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
|
|
|
|
|
|
1 |
NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo
Atlas 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
5,763 shares |
7 |
SOLE DISPOSITIVE POWER
0 shares |
8 |
SHARED DISPOSITIVE POWER
5,763 shares |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,763 shares
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
x |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% (rounded)
|
12 |
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
|
|
|
|
|
|
1 |
NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo
PPF Credit Strategies, 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
5,286 shares |
7 |
SOLE DISPOSITIVE POWER
0 shares |
8 |
SHARED DISPOSITIVE POWER
5,286 shares |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,286 shares
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
x |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% (rounded)
|
12 |
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
|
|
|
|
|
|
1 |
NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
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
50,477 shares |
7 |
SOLE DISPOSITIVE POWER
0 shares |
8 |
SHARED DISPOSITIVE POWER
50,477 shares |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,477 shares
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
x |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
|
12 |
TYPE OF REPORTING PERSON (See Instructions)
CO
|
|
|
|
|
|
|
|
1 |
NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
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
50,477 shares |
7 |
SOLE DISPOSITIVE POWER
0 shares |
8 |
SHARED DISPOSITIVE POWER
50,477 shares |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,477 shares
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
x |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
|
12 |
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
|
|
|
|
|
|
1 |
NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
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
50,477 shares |
7 |
SOLE DISPOSITIVE POWER
0 shares |
8 |
SHARED DISPOSITIVE POWER
50,477 shares |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,477 shares
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
x |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
|
12 |
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
|
|
|
1 |
NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
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
50,477 shares |
7 |
SOLE DISPOSITIVE POWER
0 shares |
8 |
SHARED DISPOSITIVE POWER
50,477 shares |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,477 shares
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
x |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
|
12 |
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
|
|
|
|
|
|
1 |
NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
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
Delaware |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH: |
5 |
SOLE VOTING POWER
0 shares |
6 |
SHARED VOTING POWER
50,477 shares |
7 |
SOLE DISPOSITIVE POWER
0 shares |
8 |
SHARED DISPOSITIVE POWER
50,477 shares |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,477 shares
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
x |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
|
12 |
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
|
|
|
|
|
|
1 |
NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo A-N Credit Fund (Delaware), 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
0 shares |
7 |
SOLE DISPOSITIVE POWER
0 shares |
8 |
SHARED DISPOSITIVE POWER
0 shares |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
x |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
12 |
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
|
|
|
1 |
NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo A-N Credit 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
0 shares |
7 |
SOLE DISPOSITIVE POWER
0 shares |
8 |
SHARED DISPOSITIVE POWER
0 shares |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
x |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
12 |
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
|
|
|
|
|
|
1 |
NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo SPAC Fund I, 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
458,456 shares |
7 |
SOLE DISPOSITIVE POWER
0 shares |
8 |
SHARED DISPOSITIVE POWER
458,456 shares |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
458,456 shares
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
x |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.0%
|
12 |
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
|
|
|
1 |
NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo SPAC Management I, 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
458,456 shares |
7 |
SOLE DISPOSITIVE POWER
0 shares |
8 |
SHARED DISPOSITIVE POWER
458,456 shares |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
458,456 shares
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
x |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.0%
|
12 |
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
|
|
|
1 |
NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
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
519,982 shares |
7 |
SOLE DISPOSITIVE POWER
0 shares |
8 |
SHARED DISPOSITIVE POWER
519,982 shares |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
519,982 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)
3.4%
|
12 |
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
|
|
|
1 |
NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
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
519,982 shares |
7 |
SOLE DISPOSITIVE POWER
0 shares |
8 |
SHARED DISPOSITIVE POWER
519,982 shares |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
519,982 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)
3.4%
|
12 |
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
|
|
|
|
|
|
1 |
NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
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
519,982 shares |
7 |
SOLE DISPOSITIVE POWER
0 shares |
8 |
SHARED DISPOSITIVE POWER
519,982 shares |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
519,982 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)
3.4%
|
12 |
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
|
|
|
1 |
NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
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
519,982 shares |
7 |
SOLE DISPOSITIVE POWER
0 shares |
8 |
SHARED DISPOSITIVE POWER
519,982 shares |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
519,982 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)
3.4%
|
12 |
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
|
|
|
|
|
|
Item 1. | (a) |
Name of Issuer |
Coliseum Acquisition Corp.
| (b) | Address of Issuer’s Principal Executive Offices |
80 Pine Street, Suite 3202
New York, NY, 10005
Item 2. | (a) |
Name of Person Filing |
This statement is filed by (i) Apollo Atlas Master Fund, LLC (“Atlas”); (ii) Apollo Atlas Management, LLC (“Atlas Management”);
(iii) Apollo PPF Credit Strategies, LLC (“PPF Credit Strategies”); (iv) Apollo Credit Strategies Master Fund Ltd. (“Credit
Strategies”); (v) Apollo ST Fund Management LLC (“ST Management”); (vi) Apollo ST Operating LP (“ST Operating”);
(vii) Apollo ST Capital LLC (“ST Capital”); (viii) ST Management Holdings, LLC (“ST Management Holdings”); (ix)
Apollo A-N Credit Fund (Delaware), L.P. (“A-N Credit”); (x) Apollo A-N Credit Management, LLC (“A-N Credit Management”);
(xi) Apollo SPAC Fund I, L.P. (“SPAC Fund I”); (xii) Apollo SPAC Management I, L.P. (“SPAC Management I”); (xiii)
Apollo SPAC Management I GP, LLC (“SPAC Management I GP”) (xiv) Apollo Capital Management, L.P. (“Capital Management”);
(xv) Apollo Capital Management GP, LLC (“Capital Management GP”); (xvi) Apollo Management Holdings, L.P. (“Management
Holdings”); (xvii) Apollo Management Holdings GP, LLC (“Management Holdings GP”). The foregoing are collectively referred
to herein as the “Reporting Persons.”
SPAC Fund I, Atlas, PPF Credit Strategies, and Credit Strategies each hold securities
of the Issuer, including Class B shares convertible into Common Stock. A-N Credit no longer holds securities of the Issuer.
Atlas
Management serves as the investment manager of Atlas. Apollo PPF Credit Strategies Management, LLC serves as the investment manager
of PPF Credit Strategies. 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. A-N
Credit Management serves as the investment manager for A-N Credit. SPAC Management I serves as the investment manager for SPAC Fund
I. The general partner of SPAC Management I is SPAC Management I GP.
Capital Management serves as the sole member of Atlas Management, A-N Credit Management and SPAC Management I GP, and 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.
| (b) | Address of Principal Business Office or, if none, Residence |
The principal office of each of Atlas, PPF Credit Strategies, A-N Credit, and SPAC Fund I is One Manhattanville Road, Suite 201, Purchase,
New York 10577. The principal office of Credit Strategies is c/o Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road,
George Town, Grand Cayman, KY-9008, Cayman Islands. The principal office of each of Atlas Management, ST Management, ST Operating, ST
Capital, ST Management Holdings, A-N Credit Management, SPAC Management I, SPAC Management I GP, Capital Management, Capital Management GP, Management Holdings, and Management Holdings
GP is 9 W. 57th Street, 43rd Floor, New York, New York 10019.
Atlas and Credit Strategies are
each an exempted company incorporated in the Cayman Islands with limited liability. SPAC Fund I is a Cayman Islands exempted limited
partnership. Atlas Management, PPF Credit Strategies, ST Management, ST Capital, ST Management Holdings, A-N Credit Management, SPAC
Management I GP, Capital Management GP, and Management Holdings GP are each a Delaware limited liability company. ST Operating, A-N
Credit, SPAC Management I, Capital Management, and Management Holdings are each a Delaware limited partnership
| (d) | Title of Class of Securities |
Class A ordinary share, par value $0.001 per share (the “Common Stock”).
(e) CUSIP
Number
G2263T123
| 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.
Beneficial ownership information of the Class A Common stock is reported as of December 31, 2022.
(a) Amount
beneficially owned:
Atlas |
5,763 |
Atlas Management |
5,763 |
PPF Credit Strategies |
5,286 |
Credit Strategies |
50,477 |
ST Management |
50,477 |
ST Operating |
50,477 |
ST Capital |
50,477 |
ST Management Holdings |
50,477 |
A-N Credit |
0 |
A-N Credit Management |
0 |
SPAC Fund I |
458,456 |
SPAC Management I |
458,456 |
SPAC Management I GP |
458,456 |
Capital Management |
519,982 |
Capital Management GP |
519,982 |
Management Holdings |
519,982 |
Management Holdings GP |
519,982 |
Capital Management |
519,982 |
Atlas, PPF Credit Strategies, Credit Strategies, and A-N Credit each disclaims beneficial ownership of all shares of Common Stock included
in this report other than the shares of Common Stock held of record by such Reporting Person, 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. Atlas Management, ST Management, ST Operating,
ST Capital, ST Management Holdings, A-N Credit Management, 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:
Atlas | |
| 0.0 | % |
Atlas Management | |
| 0.0 | % |
PPF Credit Strategies | |
| 0.0 | % |
Credit Strategies | |
| 0.3 | % |
ST Management | |
| 0.3 | % |
ST Operating | |
| 0.3 | % |
ST Capital | |
| 0.3 | % |
ST Management Holdings | |
| 0.3 | % |
A-N Credit | |
| 0.0 | % |
A-N Credit Management | |
| 0.0 | % |
SPAC Fund I | |
| 3.0 | % |
SPAC Management I | |
| 3.0 | % |
SPAC Management I GP | |
| 3.0 | % |
Capital Management | |
| 3.4 | % |
Capital Management GP | |
| 3.4 | % |
Management Holdings | |
| 3.4 | % |
Management Holdings GP | |
| 3.4 | % |
The percentages are based on 15,000,000 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:
Atlas |
5,763 |
Atlas Management |
5,763 |
PPF Credit Strategies |
5,286 |
Credit Strategies |
50,477 |
ST Management |
50,477 |
ST Operating |
50,477 |
ST Capital |
50,477 |
ST Management Holdings |
50,477 |
A-N Credit |
0 |
A-N Credit Management |
0 |
SPAC Fund I |
458,456 |
SPAC Management I |
458,456 |
SPAC Management I GP |
458,456 |
Capital Management |
519,982 |
Capital Management GP |
519,982 |
Management Holdings |
519,982 |
Management Holdings GP |
519,982 |
(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:
Atlas |
5,763 |
Atlas Management |
5,763 |
PPF Credit Strategies |
5,286 |
Credit Strategies |
50,477 |
ST Management |
50,477 |
ST Operating |
50,477 |
ST Capital |
50,477 |
ST Management Holdings |
50,477 |
A-N Credit |
0 |
A-N Credit Management |
0 |
SPAC Fund I |
458,456 |
SPAC Management I |
458,456 |
SPAC Management I GP |
458,456 |
Capital Management
|
519,982 |
Management GP |
519,982 |
Management Holdings |
519,982 |
Management Holdings GP |
519,982 |
| 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.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
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.]
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
| APOLLO ATLAS MASTER FUND, LLC |
| | |
| By: | Apollo Atlas Management, LLC,
its investment manager |
| | |
| | By: |
/s/ William Kuesel |
| | Name: |
William Kuesel |
| | Title: |
Vice President |
| APOLLO ATLAS MANAGEMENT, LLC |
| | |
| By: | Apollo Capital Management, L.P.,
its sole member |
| | |
| | By: |
Apollo Capital Management GP, LLC, |
| | |
its general partner |
| | By: |
/s/ William Kuesel |
| | Name: |
William Kuesel |
| | Title: |
Vice President |
| APOLLO PPF Credit Strategies, LLC |
| | |
| By: | Apollo PPF Credit Strategies Management, LLC,
its investment manager |
| By: |
/s/ William Kuesel |
| Name: |
William Kuesel |
| Title: |
Vice President |
| 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 |
| APOLLO A-N CREDIT FUND (DELAWARE),
L.P. |
| | |
| By: | Apollo A-N Credit Management, LLC,
its investment manager |
| | |
| | By: |
/s/ William Kuesel |
| | Name: |
William Kuesel |
| | Title: |
Vice President |
| APOLLO A-N CREDIT MANAGEMENT, LLC |
| |
| By: |
/s/ William Kuesel |
| Name: |
William Kuesel |
| Title: |
Vice President |
| APOLLO SPAC FUND I, L.P. |
| | |
| By: | Apollo SPAC Management I, L.P.,
its investment manager |
| | |
| | By: |
Apollo SPAC Management I GP, LLC, |
| | |
its general partner |
|
| By: |
/s/ William Kuesel |
|
| Name: |
William Kuesel |
|
| Title: |
Vice President |
| APOLLO SPAC MANAGEMENT I, L.P. |
| | |
| By: | Apollo SPAC Management I GP, LLC,
its general partner |
| | |
| | By: |
/s/ William Kuesel |
| | Name: |
William Kuesel |
| | Title: |
Vice President |
| APOLLO SPAC MANAGEMENT I GP, LLC |
| |
| By: |
/s/ William Kuesel |
| Name: |
William Kuesel |
| Title: |
Vice President |
| 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 |