1
|
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
|
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
|
17,175,000 shares
|
7
|
sole
dispositive power
|
0 shares
|
8
|
shared
dispositive power
|
17,175,000 shares
|
9
|
aggregate
amount beneficially owned by each reporting person
|
17,175,000 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)
|
19.9%
|
12
|
type
of reporting person (See Instructions)
|
OO
|
1
|
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
|
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
|
17,175,000 shares
|
7
|
sole
dispositive power
|
0 shares
|
8
|
shared
dispositive power
|
17,175,000 shares
|
9
|
aggregate
amount beneficially owned by each reporting person
|
17,175,000 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)
|
19.9%
|
12
|
type
of reporting person (See Instructions)
|
OO
|
1
|
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
|
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
|
17,175,000 shares
|
7
|
sole
dispositive power
|
0 shares
|
8
|
shared
dispositive power
|
17,175,000 shares
|
9
|
aggregate
amount beneficially owned by each reporting person
|
17,175,000 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)
|
19.9%
|
12
|
type
of reporting person (See Instructions)
|
OO
|
1
|
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
|
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
|
17,175,000 shares
|
7
|
sole
dispositive power
|
0 shares
|
8
|
shared
dispositive power
|
17,175,000 shares
|
9
|
aggregate
amount beneficially owned by each reporting person
|
17,175,000 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)
|
19.9%
|
12
|
type
of reporting person (See Instructions)
|
CO
|
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.
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”)
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.
Beneficial
ownership information is reported as of the date of filing of this Schedule 13G.
(a) Amount
beneficially owned:
APSG Sponsor II
|
|
|
17,175,000
|
|
Holdings GP
|
|
|
17,175,000
|
|
Principal Holdings III
|
|
|
17,175,000
|
|
Principal Holdings III GP
|
|
|
17,175,000
|
|
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.
APSG Sponsor II
|
|
|
19.9
|
%
|
Holdings GP
|
|
|
19.9
|
%
|
Principal Holdings III
|
|
|
19.9
|
%
|
Principal Holdings III GP
|
|
|
19.9
|
%
|
The percentages
are based on 69,000,000 shares of Common Stock outstanding as of December 6, 2021, as disclosed in the Issuer’s Quarterly Report
on Form 10-Q/A filed on December 6, 2021.
|
(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
|
|
|
17,175,000
|
|
Holdings GP
|
|
|
17,175,000
|
|
Principal Holdings III
|
|
|
17,175,000
|
|
Principal Holdings III GP
|
|
|
17,175,000
|
|
|
(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
|
|
|
17,175,000
|
|
Holdings GP
|
|
|
17,175,000
|
|
Principal Holdings III
|
|
|
17,175,000
|
|
Principal Holdings III GP
|
|
|
17,175,000
|
|
|
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: ¨
|
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.
Not
applicable.
[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
14, 2022
|
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
|
EXHIBIT 1
JOINT FILING AGREEMENT
Apollo
Strategic Growth Capital II
In accordance with
Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among
them to the joint filing on behalf of them of the Statement on Schedule 13G and any and all further amendments thereto, with respect
to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement
may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed
to constitute one and the same Agreement.
IN WITNESS WHEREOF,
the undersigned hereby execute this Agreement as of February 14, 2022.
|
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
|