Item 1.01. Entry into a Material Definitive Agreement.
On
April 17, 2023, APSG Sponsor II, L.P. (the “Sponsor”), the sponsor of
Apollo Strategic Growth Capital II (the “Company”), and the Company,
entered into an agreement (the “Non-Redemption Agreement”) with an
unaffiliated third party in exchange for such third party agreeing not to redeem an aggregate of 650,413 Class A ordinary shares of
the Company, which number remains subject to change (the “Non-Redeemed
Shares”), at the extraordinary general meeting called by the Company (the “Extraordinary
General Meeting”) to approve, amongst other things, an extension of time for the Company to consummate an initial
business combination (the “Extension Amendment Proposal”) from May 12,
2023 to February 12, 2024, or such earlier date as determined by the board of directors of the Company in its sole and absolute
discretion (the “Extension”). In exchange for the foregoing commitment
not to redeem such shares, the Sponsor has agreed to transfer to such investor an aggregate of 162,603 Class B ordinary shares of
the Company held by the Sponsor immediately following consummation of an initial business combination if such investor continues to hold such
Non-Redeemed Shares through the Extraordinary General Meeting. The Non-Redemption Agreement is not expected to increase the
likelihood that the Extension Amendment Proposal is approved by shareholders but will increase the amount of funds that remain in
the Company’s trust account following the Extraordinary General Meeting.
The foregoing
summary of the Non-Redemption Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption
Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements
This
Current Report includes, and oral statements made from time to time by representatives of the Company may include, forward-looking
statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of
1934, as amended. We have based these forward-looking statements on our current expectations and projections about future events.
These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our
actual results, levels of activity, performance or achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as “may,” “should,” “could,” “would,”
“expect,” “plan,” “anticipate,” “believe,” “estimate,”
“continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to,
the Extension Amendment Proposal, possible business combinations and related matters, as well as all other statements other than
statements of historical fact included in the Company’s proxy statement filed with the Securities and Exchange Commission
(“SEC”) on April 7, 2023 (the “Definitive
Proxy Statement”).
The forward-looking
statements contained in this Current Report are based on our current expectations and beliefs concerning future developments and their
potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These
forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may
cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These
risks and uncertainties include, but are not limited to, those factors described under the heading “Item 1A. Risk Factors”
of our Annual Report on Form 10-K filed with the SEC on March 31, 2023, in this Current Report, the Definitive Proxy Statement and
in other reports the Company files with the SEC. Should one or more of these risks or uncertainties materialize, or should any of our
assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We
undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise,
except as may be required under applicable securities laws.
All such
forward-looking statements speak only as of the date of this Current Report. The Company expressly disclaims any obligation or undertaking
to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s
expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. All subsequent
written or oral forward-looking statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety
by this “Cautionary Note Regarding Forward-Looking Statements” section.
No Offer or Solicitation
This Current
Report shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities. This communication shall
also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities
in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Additional Information and
Where to Find It
The Company
urges investors, shareholders and other interested persons to read the Definitive Proxy Statement as well as other documents filed by
the Company with the SEC, because these documents will contain important information about the Company and the Extension Amendment Proposal.
Shareholders may obtain copies of the Definitive Proxy Statement, without charge, at the SEC’s website at www.sec.gov or
by directing a request to the Company’s proxy solicitor, Morrow Sodali LLC, at 333 Ludlow Street, 5th Floor, South Tower, Stamford,
Connecticut 06902, Toll-Free (800) 662-5200 or (203) 658-9400, Email: APGB.info@investor.morrowsodali.com.