APGB Apollo Strategic Growth Capital II

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): November 10, 2023

 

Apollo Strategic Growth Capital II
(Exact name of registrant as specified in its charter)

 

Cayman Islands	001-40018	98-0598286
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

 

9 West 57th Street, 42nd Floor New York, NY	10019
(Address of principal executive offices)	(Zip Code)

 

(212) 515-3200
(Registrant’s telephone number, including area code)

 

Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.00025 par value, and one-fifth of one warrant		APGB.U		New York Stock Exchange
Class A ordinary shares		APGB		New York Stock Exchange
Warrants		APGB WS		New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Item 8.01

Other Events.

On November 10, 2023, the board of directors of Apollo Strategic Growth Capital II (the “Company”) determined to liquidate and dissolve the Company in accordance with the provisions of the Company’s fourth amended and restated memorandum and articles of association, as amended. Accordingly, on November 10, 2023, the Company issued a press release announcing it will redeem all of its outstanding Class A ordinary shares, par value $0.00025, effective as of November 28, 2023. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description
99.1		Press Release, dated November 10, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	APOLLO STRATEGIC GROWTH CAPITAL II
Date: November 13, 2023
	By:	/s/ James Crossen
		Name:	James Crossen
		Title:	Chief Financial Officer

 

 

 

 

 

EXHIBIT 99.1

 

Apollo Strategic Growth Capital II Will Redeem Its Public Shares and Will Not Consummate an Initial Business Combination

 

NEW YORK, November 10, 2023 – Apollo Strategic Growth Capital II (NYSE: APGB) (the “Company”), a publicly-traded special purpose acquisition company, today announced that it will liquidate and dissolve the Company in accordance with the provisions of the Company’s fourth amended and restated memorandum and articles of association, as amended (the “Amended and Restated Memorandum and Articles of Association”). Accordingly, the Company will redeem all of its outstanding Class A ordinary shares, par value $0.00025 (the “public shares”), effective as of November 28, 2023.

 

As stated in the Amended and Restated Memorandum and Articles of Association, if the Company is unable to complete an initial business combination by February 12, 2024, or such earlier date as determined by the Company’s board of directors in its sole and absolute discretion, the Company 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 thereafter subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the trust account, including interest not previously released to the Company to pay its tax obligations (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of the public 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 the Company’s remaining shareholders and board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under the Companies Act (as amended) of the Cayman Islands to provide for claims of creditors and other requirements of applicable law.

 

The per-share redemption price for the public shares will be approximately $10.58 (the “Redemption Amount”). The balance of the trust account as of November 10, 2023 was approximately $189,530,913.39, which includes approximately $10,429,733.39 in interest income. In accordance with the terms of the related trust agreement, the Company expects to retain up to $100,000 of the interest income from the trust account to pay dissolution expenses. Accordingly, there is expected to be a total of $189,430,913.39 available for redemption of the 17,910,118 public shares outstanding, which results in a redemption price of approximately $10.58 per share.

 

The last day that the Company’s securities will trade on the New York Stock Exchange (“NYSE”) will be November 27, 2023. As of November 28, 2023, the public shares will be deemed cancelled and will represent only the right to receive the Redemption Amount.

 

Beneficial owners of public shares held in “street name” will not need to take any action in order to receive the Redemption Amount.

 

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

 

The Company’s sponsor has waived its redemption rights with respect to the outstanding founder shares and the shares underlying the private placement warrants. After November 28, 2023, the Company shall cease all operations except for those required to wind up the Company’s business.

 

The Company expects that NYSE will file a Form 25 with the United States Securities and Exchange Commission (the “Commission”) to delist its securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

 

About Apollo Strategic Growth Capital II

 

The Company is a special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. It was formed to pursue an initial business combination target in any business or industry.

Forward-Looking Statements

 

This press release may include, 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 of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to the Company or its management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Commission. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2022, filed with the Commission on April 5, 2023 and the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, filed with the Commission on August 14, 2023. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

Contacts:

 

Apollo Strategic Growth Capital II

 

For investors please contact:

info@apollostrategicgrowthcapitalii.com

 

For media inquiries please contact:

communications@apollo.com

 

 

v3.23.3

Cover	Nov. 10, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 10, 2023
Entity File Number	001-40018
Entity Registrant Name	Apollo Strategic Growth Capital II
Entity Central Index Key	0001838337
Entity Tax Identification Number	98-0598286
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	9 West 57th Street
Entity Address, Address Line Two	42nd Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	212
Local Phone Number	515-3200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one Class A ordinary share, $0.00025 par value, and one-fifth of one warrant
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, $0.00025 par value, and one-fifth of one warrant
Trading Symbol	APGB.U
Security Exchange Name	NYSE
Class A ordinary shares
Title of 12(b) Security	Class A ordinary shares
Trading Symbol	APGB
Security Exchange Name	NYSE
Warrants
Title of 12(b) Security	Warrants
Trading Symbol	APGB WS
Security Exchange Name	NYSE

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