| Cayman Islands | | | 6770 | | | 98-0598286 | |
| (State or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification Number) | |
| Brian M. Janson, Esq. Gregory A. Ezring, Esq. Raphael M. Russo, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019 (212) 373-3000 | | | Joel L. Rubinstein, Esq. Daniel E. Nussen, Esq. White & Case LLP 1221 Avenue of the Americas New York, NY 10020 (212) 819-8200 | |
| Large accelerated filer ☐ | | | Accelerated filer ☐ | |
| Non-accelerated filer ☒ | | | Smaller reporting company ☒ | |
| | | | Emerging growth company ☒ | |
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Title of Each Class of Security Being Registered | | Amount Being Registered | | Proposed Maximum Offering Price per Security(1) | | Proposed Maximum Aggregate Offering Price(1) | | Amount of Registration Fee | | | Amount Being Registered | | Proposed Maximum Offering Price per Security(1) | | Proposed Maximum Aggregate Offering Price(1) | | Amount of Registration Fee | | ||||||||||||||||||||||||||
Units, each consisting of one Class A ordinary share, $0.00025 par value, and one-fourth of one warrant (2) | | 46,000,000 Units | | | $ | 10.00 | | | | $ | 460,000,000 | | | | $ | 50,186.00 | | | ||||||||||||||||||||||||||
Units, each consisting of one Class A ordinary share, $0.00025 par value, and one-fifth of one warrant (2) | | 57,500,000 Units | | | $ | 10.00 | | | | $ | 575,000,000 | | | | $ | 62,732.50 | | | ||||||||||||||||||||||||||
Class A ordinary shares included as part of the units(3) | | 46,000,000 Shares | | | | — | | | | | — | | | | | —(4) | | | | 57,500,000 Shares | | | | — | | | | | — | | | | | —(4) | | | ||||||||
Warrants included as part of the units(3) | | 11,500,000 Warrants | | | | — | | | | | — | | | | | —(4) | | | | 11,500,000 Warrants | | | | — | | | | | — | | | | | —(4) | | | ||||||||
Total | | | | | | | | | | $ | 460,000,000 | | | | $ | 50,186.00 | | | | | | | | | | | | $ | 575,000,000 | | | | $ | 62,732.50(5) | | |
| | Per Unit | | Total | | | Per Unit | | Total | | ||||||||||||||||
Public offering price | | | $ | 10.00 | | | | $ | 400,000,000 | | | | | $ | 10.00 | | | | $ | 500,000,000 | | | ||||
Underwriting discounts and commissions(1) | | | $ | 0.55 | | | | $ | 22,000,000 | | | | | $ | 0.55 | | | | $ | 27,500,000 | | | ||||
Proceeds, before expenses, to Apollo Strategic Growth Capital II | | | $ | 9.45 | | | | $ | 378,000,000 | | | | | $ | 9.45 | | | | $ | 472,500,000 | | |
| Deutsche Bank Securities | | | Barclays | | | Credit Suisse | |
| Apollo Global Securities | | | | | | RBC Capital Markets | |
| Siebert Williams Shank | | | | | | Academy Securities | |
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| | | | | F-1 | | |
Balance Sheet Data: | | | As of December 31, 2020 | | |||
Working capital deficit | | | | $ | (446,482) | | |
Total assets | | | | $ | 449,890 | | |
Total liabilities | | | | $ | 448,186 | | |
Value of ordinary shares subject to possible redemption | | | | $ | — | | |
Total shareholder’s equity | | | | $ | 1,704 | | |
| | Without Over- Allotment Option | | Over-Allotment Option Fully Exercised | | | Without Over- Allotment Option | | Over-Allotment Option Fully Exercised | | ||||||||||||||||
Gross proceeds | | | | | | | | | | | | | | | | | | | | | | | ||||
Gross proceeds from units offered to public(1) | | | $ | 400,000,000 | | | | $ | 460,000,000 | | | | | $ | 500,000,000 | | | | $ | 575,000,000 | | | ||||
Gross proceeds from private placement warrants offered in the private placement | | | | 9,800,000 | | | | | 11,000,000 | | | | | | 11,800,000 | | | | | 13,300,000 | | | ||||
Total gross proceeds | | | $ | 409,800,000 | | | | $ | 471,000,000 | | | | | $ | 511,800,000 | | | | $ | 588,300,000 | | | ||||
Offering expenses(2) | | | | | | | | | | | | | | | | | | | | | | | ||||
Underwriting discounts and commissions (2.0% of gross proceeds from units offered to public, excluding deferred portion) (3) | | | $ | 8,000,000 | | | | $ | 9,200,000 | | | | | $ | 10,000,000 | | | | $ | 11,500,000 | | | ||||
Legal fees and expenses | | | | 400,000 | | | | | 400,000 | | | | | | 400,000 | | | | | 400,000 | | | ||||
Printing and engraving expenses | | | | 35,000 | | | | | 35,000 | | | | | | 35,000 | | | | | 35,000 | | | ||||
Accounting fees and expenses | | | | 40,000 | | | | | 40,000 | | | | | | 40,000 | | | | | 40,000 | | | ||||
SEC/FINRA Expenses | | | | 119,686 | | | | | 119,686 | | | | | | 149,483 | | | | | 149,483 | | | ||||
Travel and road show | | | | 5,000 | | | | | 5,000 | | | | | | 5,000 | | | | | 5,000 | | | ||||
NYSE listing and filing fees | | | | 85,000 | | | | | 85,000 | | | | | | 85,000 | | | | | 85,000 | | | ||||
Director and Officer liability insurance premiums | | | | 285,000 | | | | | 285,000 | | | | | | 285,000 | | | | | 285,000 | | | ||||
Miscellaneous | | | | 30,314 | | | | | 30,314 | | | | | | 517 | | | | | 517 | | | ||||
Total offering expenses (excluding underwriting discounts and commissions) | | | $ | 1,000,000 | | | | $ | 1,000,000 | | | | | $ | 1,000,000 | | | | $ | 1,000,000 | | | ||||
Proceeds after offering expenses | | | $ | 400,800,000 | | | | $ | 460,800,000 | | | | | $ | 500,800,000 | | | | $ | 575,800,000 | | | ||||
Held in trust account(3) | | | $ | 400,000,000 | | | | $ | 460,000,000 | | | | | $ | 500,000,000 | | | | $ | 575,000,000 | | | ||||
% of public offering size | | | | 100% | | | | | 100% | | | | | | 100% | | | | | 100% | | | ||||
Not held in trust account | | | $ | 800,000 | | | | $ | 800,000 | | | | | $ | 800,000 | | | | $ | 800,000 | | |
| | | Amount | | | % of Total | | ||||||
Legal, accounting, due diligence, travel and other expenses in connection with any business combination(5) | | | | | 225,000 | | | | | | 28.1% | | |
Legal and accounting fees related to regulatory reporting obligations | | | | | 175,000 | | | | | | 21.9% | | |
Payment for office space, administrative and support services | | | | | 200,000 | | | | | | 25.0% | | |
Reserve for liquidation expenses | | | | | 100,000 | | | | | | 12.5% | | |
NYSE continued listing fees | | | | | 85,000 | | | | | | 10.6% | | |
Working capital to cover miscellaneous expenses (including taxes net of anticipated interest income) | | | | | 15,000 | | | | | | 1.9% | | |
Total | | | | $ | 800,000 | | | | | | 100.0% | | |
| | No exercise of over-allotment option | | Exercise of over-allotment option in full | | | No exercise of over-allotment option | | Exercise of over-allotment option in full | | ||||||||||||||||
Public offering price | | | $ | 10.00 | | | | $ | 10.00 | | | | | $ | 10.00 | | | | $ | 10.00 | | | ||||
Net tangible book value before this offering | | | | (0.04) | | | | | (0.04) | | | | | | (0.03) | | | | | (0.03) | | | ||||
Increase attributable to public shareholders | | | | 9.62 | | | | | 9.67 | | | | | | 9.69 | | | | | 9.73 | | | ||||
Decrease attributable to public shares subject to redemption | | | | (10.00) | | | | | (10.00) | | | | | | (10.00) | | | | | (10.00) | | | ||||
Pro forma net tangible book value after this offering and the sale of the private placement warrants | | | $ | 0.42 | | | | $ | 0.37 | | | | | $ | 0.34 | | | | $ | 0.30 | | | ||||
Dilution to public shareholders and sale of the private placement warrants | | | $ | 9.58 | | | | $ | 9.63 | | | | | $ | 9.66 | | | | $ | 9.70 | | |
| | Shares Purchased | | Total Consideration | | Average | | | Shares Purchased | | Total Consideration | | Average | | ||||||||||||||||||||||||||||||||||||||||||||||||
| | Number | | Percentage | | Amount | | Percentage | | Price Per Share | | | Number | | Percentage | | Amount | | Percentage | | Price Per Share | | ||||||||||||||||||||||||||||||||||||||||
Initial Shareholders(1) | | | | 10,000,000 | | | | | 20.0% | | | | $ | — | | | | | —% | | | | $ | 0.000 | | | | | | 12,500,000 | | | | | 20.0% | | | | $ | — | | | | | —% | | | | $ | 0.000 | | | ||||||||||
Public Shareholders | | | | 40,000,000 | | | | | 80.0% | | | | | 400,000,000 | | | | | 100.0% | | | | $ | 10.000 | | | | | | 50,000,000 | | | | | 80.0% | | | | | 500,000,000 | | | | | 100.0% | | | | $ | 10.000 | | | ||||||||||
| | | | 50,000,000 | | | | | 100.0% | | | | $ | 400,000,000 | | | | | 100.0% | | | | | | | | | | | 62,500,000 | | | | | 100.0% | | | | $ | 500,000,000 | | | | | 100.0% | | | | | | | |
| Numerator: | | | | | | | Numerator: | | | | | | | ||
| Net tangible book value (deficit) before this offering | | | $ | (446,482) | | | Net tangible book value (deficit) before this offering | | | $ | (446,482) | | | ||
| Proceeds from this offering and the sale of the private placement warrants, net of expenses(1) | | | | 400,800,000 | | | Proceeds from this offering and the sale of the private placement warrants, net of expenses(1) | | | | 500,800,000 | | | ||
| Offering costs excluded from net tangible book value before this offering | | | | 448,186 | | | Offering costs excluded from net tangible book value before this offering | | | | 448,186 | | | ||
| Less: deferred underwriters’ commissions payable | | | | (14,000,000) | | | Less: deferred underwriters’ commissions payable | | | | (17,500,000) | | | ||
| Less: amount of Class A ordinary shares subject to redemption to maintain net tangible assets of $5,000,001(2) | | | | (381,801,700) | | | Less: amount of Class A ordinary shares subject to redemption to maintain net tangible assets of $5,000,001(2) | | | | (478,301,700) | | | ||
| | | | $ | 5,000,004 | | | | | | $ | 5,000,004 | | | ||
| Denominator: | | | | | | | Denominator: | | | | | | | ||
| Shares of Class B ordinary shares outstanding prior to this offering | | | | 11,500,000 | | | Shares of Class B ordinary shares outstanding prior to this offering | | | | 14,375,000 | | | ||
| Shares forfeited if over-allotment is not exercised | | | | (1,500,000) | | | Shares forfeited if over-allotment is not exercised | | | | (1,875,000) | | | ||
| Shares of Class A ordinary shares included in the units offered | | | | 40,000,000 | | | Shares of Class A ordinary shares included in the units offered | | | | 50,000,000 | | | ||
| Shares of Class A ordinary shares included in placement units offered | | | | — | | | Shares of Class A ordinary shares included in placement units offered | | | | — | | | ||
| Less: Class A ordinary shares subject to redemption to maintain net tangible assets of $5,000,001 | | | | (38,180,170) | | | Less: Class A ordinary shares subject to redemption to maintain net tangible assets of $5,000,001 | | | | (47,830,170) | | | ||
| | | | | 11,819,830 | | | | | | | 14,669,830 | | |
| | December 31, 2020 | | | December 31, 2020 | | ||||||||||||||||||||
| | Actual | | As Adjusted(1) | | | Actual | | As Adjusted(1) | | ||||||||||||||||
Note Payable to related party | | | $ | 50,186 | | | | | — | | | |||||||||||||||
Deferred underwriting discounts and commissions | | | $ | — | | | | $ | 14,000,000 | | | | | $ | — | | | | $ | 17,500,000 | | | ||||
Class A ordinary shares, subject to redemption, $0.00025 par value per share, 0 and 38,180,170 shares subject to possible redemption, actual and adjusted, respectively (2) | | | | — | | | | | 381,801,700 | | | |||||||||||||||
Class A ordinary shares, subject to redemption, $0.00025 par value per share, 0 and 47,830,170 shares subject to possible redemption, actual and adjusted, respectively (2) | | | | — | | | | | 478,301,700 | | | |||||||||||||||
Shareholders’ equity: | | | | | | | | | | | | | | | | | | | | | | | ||||
Preferred stock, $0.00025 par value per share, 1,000,000 shares authorized; none issued or outstanding, actual and as adjusted | | | | — | | | | | — | | | | | | — | | | | | — | | | ||||
Class A ordinary shares, $0.00025 par value per share, 180,000,000 shares authorized; no shares issued and outstanding (actual); 180,000,000 shares authorized; 1,819,830 shares issued and outstanding (excluding 38,180,170 shares subject to redemption) (as adjusted) | | | | — | | | | | 455 | | | |||||||||||||||
Class B ordinary shares, $0.00025 par value, 11,500,000 shares authorized; 11,500,000 shares issued and outstanding (actual); 11,500,000 shares authorized; 10,000,000 issued and outstanding (as adjusted) (3) | | | | 2,875 | | | | | 2,500 | | | |||||||||||||||
Class A ordinary shares, $0.00025 par value per share, 180,000,000 shares authorized; no shares issued and outstanding (actual); 180,000,000 shares authorized; 2,169,830 shares issued and outstanding (excluding 47,830,170 shares subject to redemption) (as adjusted) | | | | — | | | | | 542 | | | |||||||||||||||
Class B ordinary shares, $0.000125 par value, 23,000,000 shares authorized; 14,375,000 shares issued and outstanding (actual); 23,000,000 shares authorized; 12,500,000 issued and outstanding (as adjusted) (3) | | | | 1,797 | | | | | 1,563 | | | |||||||||||||||
Additional paid-in capital | | | | 30,732 | | | | | 5,028,952 | | | | | | 31,810 | | | | | 5,029,802 | | | ||||
Accumulated deficit | | | | (31,903) | | | | | (31,903) | | | | | | (31,903) | | | | | (31,903) | | | ||||
Total shareholders’ equity | | | $ | 1,704 | | | | $ | 5,000,004 | | | | | $ | 1,704 | | | | $ | 5,000,004 | | | ||||
Total capitalization | | | $ | 1,704 | | | | $ | 400,801,704 | | | | | $ | 51,890 | | | | $ | 500,801,704 | | |
| | | Redemptions in Connection with our Initial Business Combination | | | Other Permitted Purchases of Public Shares by us or our Affiliates | | | Redemptions if we fail to Complete an Initial Business Combination | |
Calculation of redemption price | | | Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per public share), including interest earned on the funds held in the trust account and not previously released to us to make permitted withdrawals, divided by the number of then | | | If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market prior to or following completion of our initial business combination. There is no limit to the prices that our sponsor, directors, officers, advisors or their affiliates may pay in these transactions. | | | If we are unable to completed our business combination within the completion window, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per public share including interest earned on the funds held in the trust account and not previously released to us to make permitted withdrawals (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares. | |
| | | Redemptions in Connection with our Initial Business Combination | | | Other Permitted Purchases of Public Shares by us or our Affiliates | | | Redemptions if we fail to Complete an Initial Business Combination | |
| | | outstanding public shares, subject to the limitation that no redemptions will take place, if all of the redemptions would cause our net tangible assets to be less than $5,000,001 and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination. | | | | | | | |
Impact to remaining shareholders | | | The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting commissions and interest withdrawn to make permitted withdrawals payable (to the extent not paid from amounts accrued as interest on the funds held in the trust account). | | | If the permitted purchases described above are made there would be no impact to our remaining shareholders because the purchase price would not be paid by us. | | | The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial shareholders, who will be our only remaining shareholders after such redemptions. | |
| | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
Escrow of offering proceeds | | | The rules of the NYSE provide that at least 90% of the gross proceeds from this offering and the private placement be deposited in a U.S.-based trust account. | | | Approximately | |
| | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | | |||
| | | account at Citibank NA, NY with Continental Stock Transfer & Trust Company acting as trustee. | | | interests in the account. | | |||
Investment of net proceeds | | | $ | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. | | |||
Receipt of interest on escrowed funds | | | Interest on proceeds from the trust account to be paid to shareholders is reduced by (i) any permitted withdrawals, and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | | | Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. | | |||
Limitation on fair value or net assets of target business | | | The NYSE rules require that our initial business combination must occur be with one or more target businesses that together have a fair market value equal to at least 80% of the net assets in the trust account (excluding the amount of any deferred underwriting commissions held in trust and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. | | |||
Trading of securities issued | | | The units will begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless the representative informs us of its decision to allow earlier separate | | | No trading of the units or the underlying Class A ordinary shares and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. | |
| | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. | | | | |
Exercise of the warrants | | | The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering. | | | The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. | |
Election to remain an investor | | | We will provide our public shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to make permitted withdrawals, subject to the limitations described herein. We may not be required by law to hold a shareholder vote. If we are not required by law and do not otherwise decide to hold a shareholder vote, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a shareholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the | |
| | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. | | | escrow account must be returned to all of the investors and none of the securities are issued. | |
| | | If, however, we hold a shareholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the tender offer rules. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a shareholder vote, a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. If we seek shareholder approval, we will complete our initial business combination only if a majority of the outstanding ordinary shares voted are voted in favor of the business combination. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. A quorum for such meeting will consist of the holders present in person or by proxy of our outstanding ordinary shares representing a majority of the voting power of all of our outstanding ordinary shares entitled to vote at such meeting. | | | | |
Business combination deadline | | | If we are unable to complete an initial business combination within the completion window, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days | | | If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors. | |
| | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to make permitted withdrawals (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. | | | | |
Release of funds | | | Except with respect to interest earned on the funds held in the trust account that may be released to us to make permitted withdrawals, the proceeds from this offering held in the trust account will not be released from the trust account until the earliest of (i) the completion of our initial business combination (including the release of funds to pay any amounts due to any public shareholders who properly exercise their redemption rights in connection therewith), (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association that would affect the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within the completion | | | The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. | |
| | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | window and (iii) the redemption of our public shares if we are unable to complete our initial business combination within the completion window, subject to applicable law. | | | | |
Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold a shareholder vote | | | If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” | | | Most blank check companies provide no restrictions on the ability of shareholders to redeem shares based on the number of shares held by such shareholders in connection with an initial business combination. | |
Tendering | | | We may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders or up to two business days prior to the initially scheduled vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. | | | In order to perfect redemption rights in connection with their business combinations, holders could vote against a proposed business combination and check a box on the proxy card indicating such holders were seeking to exercise their redemption rights. After the business combination was approved, the company would contact such shareholders to arrange for them to deliver their certificate to verify ownership. | |
Name | | | Age | | | Position | |
Sanjay Patel* | | | | | Chief Executive Officer and Director | | |
James Crossen* | | | 47 | | | Chief Financial Officer and Chief Accounting Officer | |
Scott Kleinman | | | | | Executive Chairman of Board of Directors | | |
Angela Sun | | | 46 | | | Director | |
Melvin Parker | | | 53 | | | Director | |
Nathaniel Lipman | | | 56 | | | Director | |
| | Before Offering | | After Offering | | | Before Offering | | After Offering | | ||||||||||||||||||||||||||||||||||||||||
Name and Address of Beneficial Owner(1) | | Number of Shares Beneficially Owned(2) | | Approximate Percentage of Outstanding Ordinary Shares | | Number of Shares Beneficially Owned(2) | | Approximate Percentage of Outstanding Ordinary Shares | | | Number of Shares Beneficially Owned(2) | | Approximate Percentage of Outstanding Ordinary Shares | | Number of Shares Beneficially Owned(2) | | Approximate Percentage of Outstanding Ordinary Shares | | ||||||||||||||||||||||||||||||||
APSG Sponsor II, L.P. (our sponsor)(3) | | | | 11,500,000 | | | | | 100% | | | | | 10,000,000 | | | | | 20% | | | | | | 14,300,000 | | | | | 99.48% | | | | | 12,425,000 | | | | | 19.88% | | | ||||||||
Sanjay Patel | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||
James Crossen | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||
Scott Kleinman | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||
Angela Sun | | | | — | | | | | — | | | | | — | | | | | — | | | | | | 25,000 | | | | | * | | | | | 25,000 | | | | | * | | | ||||||||
Melvin Parker | | | | — | | | | | — | | | | | — | | | | | — | | | | | | 25,000 | | | | | * | | | | | 25,000 | | | | | * | | | ||||||||
Nathaniel Lipman | | | | — | | | | | — | | | | | — | | | | | — | | | | | | 25,000 | | | | | * | | | | | 25,000 | | | | | * | | | ||||||||
All directors, director nominees and executive officers as a group (6 Individuals) | | | | — | | | | | —% | | | | | — | | | | | —% | | | | | | 75,000 | | | | | *% | | | | | 75,000 | | | | | *% | | |
| | | Fair Market Value of Class A Ordinary Shares | | |||||||||||||||||||||||||||||||||||||||||||||||||||
Redemption Date (period to expiration of warrants) | | | ≤$10.00 | | | $11.00 | | | $12.00 | | | $13.00 | | | $14.00 | | | $15.00 | | | $16.00 | | | $17.00 | | | ≥$18.00 | | |||||||||||||||||||||||||||
60 months | | | | | 0.261 | | | | | | 0.281 | | | | | | 0.297 | | | | | | 0.311 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
57 months | | | | | 0.257 | | | | | | 0.277 | | | | | | 0.294 | | | | | | 0.310 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
54 months | | | | | 0.252 | | | | | | 0.272 | | | | | | 0.291 | | | | | | 0.307 | | | | | | 0.322 | | | | | | 0.335 | | | | | | 0.347 | | | | | | 0.357 | | | | | | 0.361 | | |
51 months | | | | | 0.246 | | | | | | 0.268 | | | | | | 0.287 | | | | | | 0.304 | | | | | | 0.320 | | | | | | 0.333 | | | | | | 0.346 | | | | | | 0.357 | | | | | | 0.361 | | |
48 months | | | | | 0.241 | | | | | | 0.263 | | | | | | 0.283 | | | | | | 0.301 | | | | | | 0.317 | | | | | | 0.332 | | | | | | 0.344 | | | | | | 0.356 | | | | | | 0.361 | | |
45 months | | | | | 0.235 | | | | | | 0.258 | | | | | | 0.279 | | | | | | 0.298 | | | | | | 0.315 | | | | | | 0.330 | | | | | | 0.343 | | | | | | 0.356 | | | | | | 0.361 | | |
42 months | | | | | 0.228 | | | | | | 0.252 | | | | | | 0.274 | | | | | | 0.294 | | | | | | 0.312 | | | | | | 0.328 | | | | | | 0.342 | | | | | | 0.355 | | | | | | 0.361 | | |
39 months | | | | | 0.221 | | | | | | 0.246 | | | | | | 0.269 | | | | | | 0.290 | | | | | | 0.309 | | | | | | 0.325 | | | | | | 0.340 | | | | | | 0.354 | | | | | | 0.361 | | |
36 months | | | | | 0.213 | | | | | | 0.239 | | | | | | 0.263 | | | | | | 0.285 | | | | | | 0.305 | | | | | | 0.323 | | | | | | 0.339 | | | | | | 0.353 | | | | | | 0.361 | | |
33 months | | | | | 0.205 | | | | | | 0.232 | | | | | | 0.257 | | | | | | 0.280 | | | | | | 0.301 | | | | | | 0.320 | | | | | | 0.337 | | | | | | 0.352 | | | | | | 0.361 | | |
30 months | | | | | 0.196 | | | | | | 0.224 | | | | | | 0.250 | | | | | | 0.274 | | | | | | 0.297 | | | | | | 0.316 | | | | | | 0.335 | | | | | | 0.351 | | | | | | 0.361 | | |
27 months | | | | | 0.185 | | | | | | 0.214 | | | | | | 0.242 | | | | | | 0.268 | | | | | | 0.291 | | | | | | 0.313 | | | | | | 0.332 | | | | | | 0.350 | | | | | | 0.361 | | |
24 months | | | | | 0.173 | | | | | | 0.204 | | | | | | 0.233 | | | | | | 0.260 | | | | | | 0.285 | | | | | | 0.308 | | | | | | 0.329 | | | | | | 0.348 | | | | | | 0.361 | | |
21 months | | | | | 0.161 | | | | | | 0.193 | | | | | | 0.223 | | | | | | 0.252 | | | | | | 0.279 | | | | | | 0.304 | | | | | | 0.326 | | | | | | 0.347 | | | | | | 0.361 | | |
18 months | | | | | 0.146 | | | | | | 0.179 | | | | | | 0.211 | | | | | | 0.242 | | | | | | 0.271 | | | | | | 0.298 | | | | | | 0.322 | | | | | | 0.345 | | | | | | 0.361 | | |
15 months | | | | | 0.130 | | | | | | 0.164 | | | | | | 0.197 | | | | | | 0.230 | | | | | | 0.262 | | | | | | 0.291 | | | | | | 0.317 | | | | | | 0.342 | | | | | | 0.361 | | |
12 months | | | | | 0.111 | | | | | | 0.146 | | | | | | 0.181 | | | | | | 0.216 | | | | | | 0.250 | | | | | | 0.282 | | | | | | 0.312 | | | | | | 0.339 | | | | | | 0.361 | | |
9 months | | | | | 0.090 | | | | | | 0.125 | | | | | | 0.162 | | | | | | 0.199 | | | | | | 0.237 | | | | | | 0.272 | | | | | | 0.305 | | | | | | 0.336 | | | | | | 0.361 | | |
6 months | | | | | 0.065 | | | | | | 0.099 | | | | | | 0.137 | | | | | | 0.178 | | | | | | 0.219 | | | | | | 0.259 | | | | | | 0.296 | | | | | | 0.331 | | | | | | 0.361 | | |
3 months | | | | | 0.034 | | | | | | 0.065 | | | | | | 0.104 | | | | | | 0.150 | | | | | | 0.197 | | | | | | 0.243 | | | | | | 0.286 | | | | | | 0.326 | | | | | | 0.361 | | |
0 months | | | | | — | | | | | | — | | | | | | 0.042 | | | | | | 0.115 | | | | | | 0.179 | | | | | | 0.233 | | | | | | 0.281 | | | | | | 0.323 | | | | | | 0.361 | | |
Underwriter | | | Number of Units | | |||
Deutsche Bank Securities Inc. | | | | | | | |
Barclays Capital Inc. | | | | | | | |
Credit Suisse Securities (USA) LLC | | | | | | | |
Apollo Global Securities, LLC | | | | | | | |
RBC Capital Markets, LLC | | | | | | | |
Siebert Williams Shank & | | | | | | | |
Academy Securities, Inc. | | | | | | | |
Total | | | | | | |
| | Paid by Apollo Strategic Growth Capital II | | | Paid by Apollo Strategic Growth Capital II | | ||||||||||||||||||||
| | No Exercise | | Full Exercise | | | No Exercise | | Full Exercise | | ||||||||||||||||
Per Unit(1) | | | $ | 0.55 | | | | $ | 0.55 | | | | | $ | 0.55 | | | | $ | 0.55 | | | ||||
Total(1) | | | $ | 22,000,000 | | | | $ | 25,300,000 | | | | | $ | 27,500,000 | | | | $ | 31,625,000 | | |
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| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | |
| | December 31, 2020 | | December 31, 2019 | | | December 31, 2020 | | December 31, 2019 | | ||||||||||||||||
ASSETS | | | | | | | | | | | | | | | | | | | | | | | ||||
Current assets: | | | | | | | | | | | | | | | | | | | | | | | ||||
Prepaid expenses | | | $ | 1,704 | | | | $ | 1,854 | | | | | $ | 1,704 | | | | $ | 1,854 | | | ||||
Deferred offering costs | | | | 448,186 | | | | | — | | | | | | 448,186 | | | | | — | | | ||||
Total assets | | | $ | 449,890 | | | | $ | 1,854 | | | | | $ | 449,890 | | | | $ | 1,854 | | | ||||
LIABILITIES AND SHAREHOLDER’S EQUITY | | | | | | | | | | | | | | | | | | | | | | | ||||
Accrued offering costs | | | $ | 398,000 | | | | $ | — | | | | | $ | 398,000 | | | | $ | — | | | ||||
Due to related party | | | | 50,186 | | | | | — | | | | | | 50,186 | | | | | — | | | ||||
Total liabilities | | | | 448,186 | | | | | — | | | | | | 448,186 | | | | | — | | | ||||
Commitments and contingencies | | | | | | | | | | | | | | | | | | | | | | | ||||
Shareholder’s equity (deficit): | | | | | | | | | | | | | | | | | | | | | | | ||||
Preferred shares, $0.00025 par value per share; 1,000,000 shares authorized; none issued and outstanding | | | | — | | | | | — | | | | | | — | | | | | — | | | ||||
Class A ordinary shares, $0.00025 par value, 180,000,000 shares authorized, none issued and outstanding | | | | — | | | | | — | | | | | | — | | | | | — | | | ||||
Class B ordinary shares, $0.00025 par value, 11,500,000 shares authorized, 11,500,000 shares issued and outstanding (1)(2) | | | | 2,875 | | | | | 2,875 | | | |||||||||||||||
Class B ordinary shares, $0.000125 par value, 23,000,000 shares authorized, 14,375,000 shares issued and outstanding (1)(2) | | | | 1,797 | | | | | 1,797 | | | |||||||||||||||
Additional paid-in capital | | | | 30,732 | | | | | 29,028 | | | | | | 31,810 | | | | | 30,106 | | | ||||
Accumulated deficit | | | | (31,903) | | | | | (30,049) | | | | | | (31,903) | | | | | (30,049) | | | ||||
Total shareholder’s equity | | | | 1,704 | | | | | 1,854 | | | | | | 1,704 | | | | | 1,854 | | | ||||
Total liabilities and shareholder’s equity | | | $ | 449,890 | | | | $ | 1,854 | | | | | $ | 449,890 | | | | $ | 1,854 | | |
| | For the Years Ended December 31, | | | For the Years Ended December 31, | | ||||||||||||||||||||
| | 2020 | | 2019 | | | 2020 | | 2019 | | ||||||||||||||||
REVENUE | | | $ | — | | | | $ | — | | | | | $ | — | | | | $ | — | | | ||||
EXPENSES | | | | | | | | | | | | | | | | | | | | | | | ||||
Formation and operating costs | | | | 1,854 | | | | | 1,854 | | | | | | 1,854 | | | | | 1,854 | | | ||||
TOTAL EXPENSES | | | | 1,854 | | | | | 1,854 | | | | | | 1,854 | | | | | 1,854 | | | ||||
Net Loss | | | $ | (1,854) | | | | $ | (1,854) | | | | | $ | (1,854) | | | | $ | (1,854) | | | ||||
Weighted average shares outstanding, basic and diluted(1)(2) | | | | 10,000,000 | | | | | 10,000,000 | | | | | | 12,500,000 | | | | | 12.500,000 | | | ||||
Basic and diluted net loss per share | | | $ | (0.00) | | | | $ | (0.00) | | | | | $ | (0.00) | | | | $ | (0.00) | | |
| | Class B Ordinary Shares(1) (2) | | | Additional Paid-in Capital | | Accumulated Deficit | | Total Shareholder’s Equity | | | Class B Ordinary Shares(1) (2) | | | Additional Paid-in Capital | | Accumulated Deficit | | Total Shareholder’s Equity | | ||||||||||||||||||||||||||||||||||||||||||
| | Shares | | Amount | | | Shares | | Amount | | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of January 1, 2019 | | | | 11,500,000 | | | | $ | 2,875 | | | | $ | 25,320 | | | | $ | (28,195) | | | | $ | — | | | | | | 14,375,000 | | | | $ | 1,797 | | | | $ | 26,398 | | | | $ | (28,195) | | | | $ | — | | | ||||||||||
Capital contributions | | | | | | | | | | | | | | 3,708 | | | | | | | | | | 3,708 | | | | | | | | | | | | | | | | 3,708 | | | | | | | | | | 3,708 | | | ||||||||||
Net loss | | | | | | | | | | | | | | | | | | | (1,854) | | | | | (1,854) | | | | | | | | | | | | | | | | | | | | | (1,854) | | | | | (1,854) | | | ||||||||||
Balance as of December 31, 2019 | | | | 11,500,000 | | | | $ | 2,875 | | | | $ | 29,028 | | | | $ | (30,049) | | | | $ | 1,854 | | | | | | 14,375,000 | | | | $ | 1,797 | | | | $ | 30,106 | | | | $ | (30,049) | | | | $ | 1,854 | | | ||||||||||
Capital Contributions | | | | | | | | | | | | | | 1,704 | | | | | | | | | | 1,704 | | | | | | | | | | | | | | | | 1,704 | | | | | | | | | | 1,704 | | | ||||||||||
Net loss | | | | | | | | | | | | | | | | | | | (1,854) | | | | | (1,854) | | | | | | | | | | | | | | | | | | | | | (1,854) | | | | | (1,854) | | | ||||||||||
Balance as of December 31, 2020 | | | | 11,500,000 | | | | $ | 2,875 | | | | $ | 30,732 | | | | $ | (31,903) | | | | $ | 1,704 | | | | | | 14,375,000 | | | | $ | 1,797 | | | | $ | 31,810 | | | | $ | (31,903) | | | | $ | 1,704 | | |
| | For the Years Ended December 31, | | | For the Years Ended December 31, | | ||||||||||||||||||||
| | 2020 | | 2019 | | | 2020 | | 2019 | | ||||||||||||||||
Cash Flows From Operating Activities: | | | | | | | | | | | | | | | | | | | | | | | ||||
Net loss | | | $ | (1,854) | | | | $ | (1,854) | | | | | $ | (1,854) | | | | $ | (1,854) | | | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | | | | | | | | | | | ||||
Formation and operating costs paid by related parties | | | | 1,704 | | | | | 3,708 | | | | | | 1,704 | | | | | 3,708 | | | ||||
Changes in operating assets and liabilities: | | | | | | | | | | | | | | | | | | | | | | | ||||
Prepaid expenses | | | | 150 | | | | | (1,854) | | | | | | 150 | | | | | (1,854) | | | ||||
Net Cash Used In Operating Activities | | | | — | | | | | — | | | | | | — | | | | | — | | | ||||
Net change in cash | | | | — | | | | | — | | | | | | — | | | | | — | | | ||||
Cash at beginning of period | | | | — | | | | | — | | | | | | — | | | | | — | | | ||||
Cash at end of period | | | $ | — | | | | $ | — | | | | | $ | — | | | | $ | — | | | ||||
Supplemental disclosure of non-cash financing activities: | | | | | | | | | | | | | | | | | | | | | | | ||||
Operating costs paid by related party which were charged to additional paid-in capital | | | $ | 1,704 | | | | $ | 3,708 | | | |||||||||||||||
Operating costs paid by related party which were recorded as contributed capital and charged to additional paid-in capital | | | $ | 1,704 | | | | $ | 3,708 | | | |||||||||||||||
Deferred offering costs included in accrued offering costs | | | $ | 398,000 | | | | $ | — | | | | | $ | 398,000 | | | | $ | — | | | ||||
Deferred offering costs paid by related party | | | $ | 50,186 | | | | $ | — | | | | | $ | 50,186 | | | | $ | — | | |
| Deutsche Bank Securities | | | Barclays | | | Credit Suisse | |
| Apollo Global Securities | | | | | | RBC Capital Markets | |
| Siebert Williams Shank | | | | | | Academy Securities | |
| SEC expenses | | | $ | 50,186 | | | SEC expenses | | | $ | 62,733 | | | ||
| FINRA expenses | | | | 69,500 | | | FINRA expenses | | | | 86,750 | | | ||
| Accounting fees and expenses | | | | 40,000 | | | Accounting fees and expenses | | | | 40,000 | | | ||
| Printing and engraving expenses | | | | 35,000 | | | Printing and engraving expenses | | | | 35,000 | | | ||
| Travel and road show expenses | | | | 5,000 | | | Travel and road show expenses | | | | 5,000 | | | ||
| Directors’ & Officers’ liability insurance premiums(1) | | | | 285,000 | | | Directors’ & Officers’ liability insurance premiums(1) | | | | 285,000 | | | ||
| Legal fees and expenses | | | | 400,000 | | | Legal fees and expenses | | | | 400,000 | | | ||
| NYSE listing and filing fees | | | | 85,000 | | | NYSE listing and filing fees | | | | 85,000 | | | ||
| Miscellaneous | | | | 30,314 | | | Miscellaneous | | | | 517 | | | ||
| Total | | | $ | 1,000,000 | | | Total | | | $ | 1,000,000 | | |
| | | | | | | Apollo Strategic Growth Capital II | |
| | | | | ||||
| | | | By: | | | /s/ Name: Title: Chief | |
| Name | | | Position | | | Date | |
| /s/ Sanjay Patel Sanjay Patel | | | Chief Executive Officer and Director (Principal Executive Officer) | | | | |
| /s/ James Crossen James Crossen | | | Chief Financial Officer (Principal Financial and Accounting Officer) | | | | |
| Scott Kleinman | | | Director | | | | |
| Angela Sun | | | Director | | | | |
| Melvin Parker | | | Director | | | | |
| Nathaniel Lipman | | | Director | | | |