Item 7.01. Regulation FD Disclosure.
On December 3, 2021,
Apollo Strategic Growth Capital (“APSG” or the “Company”)
announced that it had entered into a Business Combination Agreement on December 2, 2021 with GBT JerseyCo Limited, a company limited
by shares incorporated under the laws of Jersey (“GBT”), to form a
combined company that will be the world’s leading B2B travel platform.
Pursuant to the proposed
business combination (the “Business Combination”), among other things,
the Company, which currently holds approximately $817 million in cash in trust, will combine with GBT at an estimated $5.3 billion
pro forma market capitalization. Cash proceeds in connection with the Business Combination, which will be contributed to GBT, will
be funded through a combination of the Company’s cash in trust and a $335 million fully committed, common stock private
investment in public equity at $10.00 per share. The closing of the Business Combination is subject to the satisfaction of customary
closing conditions, including approval by APSG’s shareholders and certain regulatory approvals. A copy of the press release
announcing the transaction is furnished herewith as Exhibit 99.1 and incorporated by reference herein.
On December 3, 2021, APSG made
available a pre-recorded joint investor conference call and associated materials to discuss the proposed transaction. A transcript of
the pre-recorded conference call and the associated materials are furnished herewith as Exhibits 99.2 and 99.3, respectively, and incorporated
by reference herein.
The information set forth
in this Item 7.01 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall
not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as
amended or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Forward-Looking Statements
This communication contains
certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A
of the Securities Act and Section 21E of the Exchange Act, including certain financial forecasts and projections.
All statements other than statements of historical fact contained in this communication, including statements as to future results of
operations and financial position, planned products and services, business strategy and plans, objectives of management for future operations
of GBT, market size and growth opportunities, competitive position and technological and market trends, are forward-looking statements.
Some of these forward-looking statements can be identified by the use of forward-looking words, including “anticipate,” “expect,”
“suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,”
“predicts,” “projects,” “should,” “could,” “would,” “may,” “will,”
“continue,” “forecast” or other similar expressions. All forward-looking statements are based upon estimates and
forecasts and reflect the views, assumptions, expectations, and opinions of GBT and APSG as of the date of this communication, and may
include, without limitation, changes in general economic conditions as a result of COVID-19, all of which are accordingly subject to change.
Any such estimates, assumptions, expectations, forecasts, views or opinions set forth in this communication should be regarded as indicative,
preliminary and for illustrative purposes only and should not be relied upon as being necessarily indicative of future results.
The forward-looking statements
and financial forecasts and projections contained in this communication are subject to a number of factors, risks and uncertainties, some
of which are not currently known to GBT or APSG. You should carefully consider the risks and uncertainties described in the “Risk
Factors” section of APSG's final prospectus relating to its initial public offering and other filings with the Securities and Exchange
Commission (the “SEC”). These filings identify and address other important risks and uncertainties that could cause
actual events and results to differ materially from expected results contained in the forward-looking statements.
Most of these factors are outside
APSG’s and GBT’s control and are difficult to predict. Factors that may cause such differences include, but are not limited
to: (1) the outcome of any legal proceedings that may be instituted against APSG or GBT following the announcement of the transaction;
(2) the inability to complete the Business Combination, including due to the inability to concurrently close the Business Combination
and the PIPE or due to failure to obtain approval of the shareholders of APSG; (3) delays in obtaining, adverse conditions contained in,
or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete the Business Combination;
(4) the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the
Business Combination; (5) the inability to recognize the anticipated benefits of the Business Combination, which may be affected by, among
other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers
and suppliers and retain key employees; (6) costs related to the Business Combination; (7) changes in the applicable laws or regulations;
(8) the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors; (9) the
impact of the global COVID-19 pandemic; and (10) other risks and uncertainties described in APSG’s filings. APSG and GBT caution
that the foregoing list of factors is not exclusive and not to place undue reliance upon any forward-looking statements, including projections,
which speak only as of the date made. Neither APSG nor GBT undertakes or accepts any obligation to release publicly any updates or revisions
to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which
any such statement is based except as required by law.
No Offer or Solicitation
This communication is for informational
purposes only and does not constitute an offer to sell or purchase, or a solicitation of an offer to sell, buy or subscribe for, any securities
in any jurisdiction, or a solicitation of any proxy, vote, consent or approval relating to the Business Combination or otherwise in any
jurisdiction, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities laws of any such jurisdictions.
Additional Information and Where to Find It
In connection with the proposed
Business Combination, APSG intends to file a registration statement on Form S-4 with the SEC containing a preliminary prospectus and a
preliminary proxy statement, and after the registration statement is declared effective, APSG will mail a definitive proxy statement/prospectus
relating to the proposed Business Combination to its shareholders. This communication does not contain all the information that should
be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any other
decision in respect of the Business Combination. APSG’s shareholders and other interested persons are advised to read, when available,
the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and other documents
filed in connection with the proposed Business Combination, as these materials will contain important information about GBT, APSG and
the proposed Business Combination. When available, the definitive proxy statement/prospectus and other relevant materials for the
proposed Business Combination will be mailed to shareholders of APSG as of a record date to be established for voting on the proposed
Business Combination. Such shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive
proxy statement/prospectus and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov,
or by directing a request to Apollo Strategic Growth Capital, 9 West 57th Street, 43rd Floor, New York, NY 10019, Attention: James Crossen,
(212) 515-3200.
Participants in the Solicitation
APSG and its directors and executive
officers may be deemed to be participants in the solicitation of proxies from the shareholders of APSG with respect to the Business Combination.
Information regarding APSG’s directors and executive officers is contained in APSG’s Annual Report on Form 10-K/A for the
year ended December 31, 2020, which was filed with the SEC on November 29, 2021. Additional information regarding such participants will
be contained in the proxy statement/prospectus relating to the proposed Business Combination and other relevant documents filed with the
SEC when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.
GBT and its directors and executive
officers may also be deemed to be participants in the solicitation of proxies from APSG’s shareholders in connection with the Business
Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination
will be contained in the proxy statement/prospectus relating to the proposed Business Combination when available.