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.