0001838337 false 0001838337 2021-12-03 2021-12-03 0001838337 APGB:UnitsEachConsistingOfOneMember 2021-12-03 2021-12-03 0001838337 APGB:ClassOrdinaryShareMember 2021-12-03 2021-12-03 0001838337 APGB:WarrantsIncludedAsPartOfUnitsMember 2021-12-03 2021-12-03 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): December 3, 2021

 

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, 43rd Floor

New York, NY 10019

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 communication 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 share   APGB   New York Stock Exchange
Warrants included as part of the units   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 x

 

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 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

 

(a)       Apollo Strategic Growth Capital II, a Cayman Islands exempted company (the “Company”), has followed Accounting Standards Codification Topic 480, “Distinguishing Liabilities from Equity,” (“ASC 480”) in accounting for its redeemable Class A ordinary shares, par value $0.00025 per share (the “Public Shares”). This included recording the Public Shares in permanent equity on its balance sheet. However, the Company maintained shareholders’ equity of at least $5,000,001 as the Company will not redeem Public Shares that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions.

 

In September 2021, the Company’s management re-evaluated its previously held view that classification of $5,000,001 in permanent equity was appropriate, and determined that the Public Shares should be reclassified to temporary equity on its balance sheet. In connection with the preparation of the financial statements as of and for the three and nine months ended September 30, 2021 that were included in the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 12, 2021 (the “Q3 Form 10-Q”), the Company concluded that it would change its accounting and reflect the full amount of all redeemable Public Shares in temporary equity. This was a change from the Company’s previous accounting practice whereby it maintained shareholders’ equity of at least $5,000,001 as the Company will not redeem Public Shares that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions. In connection with the change in presentation for the Public Shares subject to possible redemption, the Company also restated its earnings per share to allocate net income (loss) evenly to all Public Shares and Class B ordinary shares.

 

On December 3, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued (i) audited balance sheet as of February 12, 2021, as previously revised in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed on May 27, 2021 (the “Q1 Form 10-Q”), (ii) unaudited interim financial statements as of and for the three months ended March 31, 2021 included in Q1 Form 10-Q, (iii) unaudited interim financial statements as of and for the three and six months ended June 30, 2021 included in the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 12, 2021, and (iv) unaudited interim financial statements as of and for the three and nine months ended September 30, 2021 included in the Q3 Form 10-Q (collectively, the “Affected Periods”), in each case, should be restated to classify all of the Public Shares as temporary equity and should no longer be relied upon. As a result, the Company intends to restate its financial statements for the Affected Periods in a Form 10-Q/A (the “Q3 Form 10-Q/A”) for the unaudited condensed financial statements for the Affected Periods.

 

The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the Initial Public Offering.

 

Based on the circumstances described above, the Company’s management has concluded that a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness will be described in more detail in the Q3 Form 10-Q/A.

 

The Audit Committee and the Company’s management have discussed the matters disclosed in this Current Report on Form 8-K with WithumSmith+Brown, PC, the Company’s independent registered public accounting firm.

 

 

  2  

 

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: December 3, 2021    
By: /s/ James Crossen  
    Name: James Crossen  
    Title: Chief Financial Officer and Secretary  

 

 

  3  

Apollo Strategic Growth ... (NYSE:APGB)
Historical Stock Chart
Von Feb 2024 bis Mär 2024 Click Here for more Apollo Strategic Growth ... Charts.
Apollo Strategic Growth ... (NYSE:APGB)
Historical Stock Chart
Von Mär 2023 bis Mär 2024 Click Here for more Apollo Strategic Growth ... Charts.