|
1
|
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo Atlas Master Fund, LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
¨
(b)
¨
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENship
or place of organization
Cayman Islands
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
sole
voting power
0
shares
|
|
6
|
shared
voting power
34,996
shares
|
|
7
|
sole
dispositive power
0
shares
|
|
8
|
shared
dispositive power
34,996
shares
|
|
9
|
aggregate
amount beneficially owned by each reporting person
34,996
shares
|
|
10
|
check
box if the aggregate amount in row (9) excludes certain shares (See
Instructions)
|
x
|
|
11
|
percent
of class represented by amount in row (9)
0.2%
|
|
12
|
type
of reporting person (See
Instructions)
OO
|
|
1
|
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo Atlas Management, LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
¨
(b)
¨
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENship
or place of organization
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
sole
voting power
0
shares
|
|
6
|
shared
voting power
34,996
shares
|
|
7
|
sole
dispositive power
0
shares
|
|
8
|
shared
dispositive power
34,996
shares
|
|
9
|
aggregate
amount beneficially owned by each reporting person
34,996
shares
|
|
10
|
check
box if the aggregate amount in row (9) excludes certain shares (See
Instructions)
|
x
|
|
11
|
percent
of class represented by amount in row (9)
0.2%
|
|
12
|
type
of reporting person (See
Instructions)
OO
|
|
1
|
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo PPF Credit Strategies, LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
¨
(b)
¨
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENship
or place of organization
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
sole
voting power
0
shares
|
|
6
|
shared
voting power
89,217
shares
|
|
7
|
sole
dispositive power
0
shares
|
|
8
|
shared
dispositive power
89,217
shares
|
|
9
|
aggregate
amount beneficially owned by each reporting person
89,217
shares
|
|
10
|
check
box if the aggregate amount in row (9) excludes certain shares (See
Instructions)
|
x
|
|
11
|
percent
of class represented by amount in row (9)
0.4%
|
|
12
|
type
of reporting person (See
Instructions)
OO
|
|
1
|
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo Credit Strategies Master
Fund Ltd.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
¨
(b)
¨
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENship
or place of organization
Cayman Islands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
sole
voting power
0
shares
|
|
6
|
shared
voting power
853,906
shares
|
|
7
|
sole
dispositive power
0
shares
|
|
8
|
shared
dispositive power
853,906
shares
|
|
9
|
aggregate
amount beneficially owned by each reporting person
853,906
shares
|
|
10
|
check
box if the aggregate amount in row (9) excludes certain shares (See
Instructions)
|
x
|
|
11
|
percent
of class represented by amount in row (9)
3.7%
|
|
12
|
type
of reporting person (See
Instructions)
CO
|
|
1
|
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo ST Fund Management LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
¨
(b)
¨
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENship
or place of organization
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH:
|
5
|
sole
voting power
0
shares
|
|
6
|
shared
voting power
853,906
shares
|
|
7
|
sole
dispositive power
0
shares
|
|
8
|
shared
dispositive power
853,906
shares
|
|
9
|
aggregate
amount beneficially owned by each reporting person
853,906
shares
|
|
10
|
check
box if the aggregate amount in row (9) excludes certain shares (See
Instructions)
|
x
|
|
11
|
percent
of class represented by amount in row (9)
3.7%
|
|
12
|
type
of reporting person (See
Instructions)
OO
|
|
1
|
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo ST Operating LP
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
¨
(b)
¨
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENship
or place of organization
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
sole
voting power
0
shares
|
|
6
|
shared
voting power
853,906
shares
|
|
7
|
sole
dispositive power
0
shares
|
|
8
|
shared
dispositive power
853,906
shares
|
|
9
|
aggregate
amount beneficially owned by each reporting person
853,906
shares
|
|
10
|
check
box if the aggregate amount in row (9) excludes certain shares (See
Instructions)
|
x
|
|
11
|
percent
of class represented by amount in row (9)
3.7%
|
|
12
|
type
of reporting person (See
Instructions)
PN
|
|
1
|
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo ST Capital LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
¨
(b)
¨
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENship
or place of organization
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
sole
voting power
0
shares
|
|
6
|
shared
voting power
853,906
shares
|
|
7
|
sole
dispositive power
0
shares
|
|
8
|
shared
dispositive power
853,906
shares
|
|
9
|
aggregate
amount beneficially owned by each reporting person
853,906
shares
|
|
10
|
check
box if the aggregate amount in row (9) excludes certain shares (See
Instructions)
|
x
|
|
11
|
percent
of class represented by amount in row (9)
3.7%
|
|
12
|
type
of reporting person (See
Instructions)
OO
|
|
1
|
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
ST Management Holdings, LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
¨
(b)
¨
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENship
or place of organization
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
sole
voting power
0
shares
|
|
6
|
shared
voting power
853,906
shares
|
|
7
|
sole
dispositive power
0
shares
|
|
8
|
shared
dispositive power
853,906
shares
|
|
9
|
aggregate
amount beneficially owned by each reporting person
853,906
shares
|
|
10
|
check
box if the aggregate amount in row (9) excludes certain shares (See
Instructions)
|
x
|
|
11
|
percent
of class represented by amount in row (9)
3.7%
|
|
12
|
type
of reporting person (See
Instructions)
OO
|
|
1
|
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo A-N Credit Fund (Delaware),
L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
¨
(b)
¨
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENship
or place of organization
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
sole
voting power
0
shares
|
|
6
|
shared
voting power
66,881
shares
|
|
7
|
sole
dispositive power
0
shares
|
|
8
|
shared
dispositive power
66,881
shares
|
|
9
|
aggregate
amount beneficially owned by each reporting person
66,881
shares
|
|
10
|
check
box if the aggregate amount in row (9) excludes certain shares (See
Instructions)
|
x
|
|
11
|
percent
of class represented by amount in row (9)
0.3%
|
|
12
|
type
of reporting person (See
Instructions)
PN
|
|
1
|
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo A-N Credit Management, LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
¨
(b)
¨
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENship
or place of organization
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
sole
voting power
0
shares
|
|
6
|
shared
voting power
66,881
shares
|
|
7
|
sole
dispositive power
0
shares
|
|
8
|
shared
dispositive power
66,881
shares
|
|
9
|
aggregate
amount beneficially owned by each reporting person
66,881
shares
|
|
10
|
check
box if the aggregate amount in row (9) excludes certain shares (See
Instructions)
|
x
|
|
11
|
percent
of class represented by amount in row (9)
0.3%
|
|
12
|
type
of reporting person (See
Instructions)
OO
|
|
1
|
NAME
OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo SPAC Fund I, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
¨
(b)
¨
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0 shares
|
|
6
|
SHARED
VOTING POWER
853,906 shares
|
|
7
|
SOLE
DISPOSITIVE POWER
0 shares
|
|
8
|
SHARED
DISPOSITIVE POWER
853,906 shares
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
853,906 shares
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
x
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.7%
|
|
12
|
TYPE
OF REPORTING PERSON (See
Instructions)
PN
|
|
1
|
NAME
OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo SPAC Management I, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
¨
(b)
¨
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0 shares
|
|
6
|
SHARED
VOTING POWER
853,906 shares
|
|
7
|
SOLE
DISPOSITIVE POWER
0 shares
|
|
8
|
SHARED
DISPOSITIVE POWER
853,906 shares
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
853,906 shares
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
x
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.7%
|
|
12
|
TYPE
OF REPORTING PERSON (See
Instructions)
PN
|
|
1
|
NAME
OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo SPAC Management I GP, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
¨
(b)
¨
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0 shares
|
|
6
|
SHARED
VOTING POWER
853,906 shares
|
|
7
|
SOLE
DISPOSITIVE POWER
0 shares
|
|
8
|
SHARED
DISPOSITIVE POWER
853,906 shares
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
853,906 shares
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
x
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.7%
|
|
12
|
TYPE
OF REPORTING PERSON (See
Instructions)
OO
|
|
1
|
NAME
OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo Credit Management, LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
¨
(b)
¨
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0 shares
|
|
6
|
SHARED
VOTING POWER
16,621 shares
|
|
7
|
SOLE
DISPOSITIVE POWER
0 shares
|
|
8
|
SHARED
DISPOSITIVE POWER
16,621 shares
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,621 shares
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
x
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
|
|
12
|
TYPE
OF REPORTING PERSON (See
Instructions)
OO
|
|
1
|
NAME
OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo SPAC Management I GP, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
¨
(b)
¨
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0 shares
|
|
6
|
SHARED
VOTING POWER
16,664 shares
|
|
7
|
SOLE
DISPOSITIVE POWER
0 shares
|
|
8
|
SHARED
DISPOSITIVE POWER
16,664 shares
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,664 shares
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
x
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
|
|
12
|
TYPE
OF REPORTING PERSON (See
Instructions)
OO
|
|
1
|
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo SA Management, LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
¨
(b)
¨
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENship
or place of organization
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
sole
voting power
0
shares
|
|
6
|
shared
voting power
18,952
shares
|
|
7
|
sole
dispositive power
0
shares
|
|
8
|
shared
dispositive power
18,952
shares
|
|
9
|
aggregate
amount beneficially owned by each reporting person
18,952
shares
|
|
10
|
check
box if the aggregate amount in row (9) excludes certain shares (See
Instructions)
|
x
|
|
11
|
percent
of class represented by amount in row (9)
0.1%
|
|
12
|
type
of reporting person (See
Instructions)
OO
|
|
1
|
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo Capital Management, L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
¨
(b)
¨
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENship
or place of organization
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
sole
voting power
0
shares
|
|
6
|
shared
voting power
1,997,225
shares
|
|
7
|
sole
dispositive power
0
shares
|
|
8
|
shared
dispositive power
1,997,225
shares
|
|
9
|
aggregate
amount beneficially owned by each reporting personY
1,997,225
shares
|
|
10
|
check
box if the aggregate amount in row (9) excludes certain shares (See
Instructions)
|
¨
|
|
11
|
percent
of class represented by amount in row (9)
8.7%
|
|
12
|
type
of reporting person (See
Instructions)
PN
|
|
1
|
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo Capital Management GP, LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
¨
(b)
¨
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENship
or place of organization
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
sole
voting power
0
shares
|
|
6
|
shared
voting power
1,997,225
shares
|
|
7
|
sole
dispositive power
0
shares
|
|
8
|
shared
dispositive power
1,997,225
shares
|
|
9
|
aggregate
amount beneficially owned by each reporting person
1,997,225
shares
|
|
10
|
check
box if the aggregate amount in row (9) excludes certain shares (See
Instructions)
|
¨
|
|
11
|
percent
of class represented by amount in row (9)
8.7%
|
|
12
|
type
of reporting person (See
Instructions)
OO
|
|
1
|
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo Management Holdings, L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
¨
(b)
¨
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENship
or place of organization
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
sole
voting power
0
shares
|
|
6
|
shared
voting power
1,997,225
shares
|
|
7
|
sole
dispositive power
0
shares
|
|
8
|
shared
dispositive power
1,997,225
shares
|
|
9
|
aggregate
amount beneficially owned by each reporting person
1,997,225
shares
|
|
10
|
check
box if the aggregate amount in row (9) excludes certain shares (See
Instructions)
|
¨
|
|
11
|
percent
of class represented by amount in row (9)
8.7%
|
|
12
|
type
of reporting person (See
Instructions)
PN
|
|
1
|
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo Management Holdings GP, LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
¨
(b)
¨
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENship
or place of organization
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
sole
voting power
0
shares
|
|
6
|
shared
voting power
1,997,225
shares
|
|
7
|
sole
dispositive power
0
shares
|
|
8
|
shared
dispositive power
1,997,225
shares
|
|
9
|
aggregate
amount beneficially owned by each reporting person
1,997,225
shares
|
|
10
|
check
box if the aggregate amount in row (9) excludes certain shares (See
Instructions)
|
¨
|
|
11
|
percent
of class represented by amount in row (9)
8.7%
|
|
12
|
type
of reporting person (See
Instructions)
OO
|
|
Item 1.
|
(a)
|
Name of Issuer
|
Blue Whale Acquisition Corp
I
|
|
(b)
|
Address of Issuer’s Principal Executive Offices
|
PO Box 1093, Boundary Hall, Cricket Square
Grand Caymans, Cayman Islands KY1-1102
|
Item 2.
|
(a)
|
Name of Person Filing
|
This statement is
filed by (i) Apollo Atlas Master Fund, LLC (“Atlas”); (ii) Apollo Atlas Management, LLC (“Atlas Management”);
(iii) Apollo PPF Credit Strategies, LLC (“PPF Credit Strategies”); (iv) Apollo Credit Strategies Master Fund Ltd. (“Credit
Strategies”); (v) Apollo ST Fund Management LLC (“ST Management”); (vi) Apollo ST Operating LP (“ST Operating”);
(vii) Apollo ST Capital LLC (“ST Capital”); (viii) ST Management Holdings, LLC (“ST Management Holdings”); (ix)
Apollo A-N Credit Fund (Delaware), L.P. (“A-N Credit”); (x) Apollo A-N Credit Management, LLC (“A-N Credit Management”);
(xi) Apollo SPAC Fund I, L.P. (“SPAC Fund I”); (xii) Apollo SPAC Management I, L.P. (“SPAC Management I”); (xiii)
Apollo SPAC Management I GP, LLC (“SPAC Management I GP”); (xiv) Apollo Credit Management, LLC (“ACM LLC”); (xv)
Apollo Capital Credit Management, LLC (“ACCM LLC”); (xvi) Apollo SA Management, LLC (“SA Management”); (xvii)
Apollo Capital Management, L.P. (“Capital Management”); (xviii) Apollo Capital Management GP, LLC (“Capital Management
GP”); (xix) Apollo Management Holdings, L.P. (“Management Holdings”); (xx) Apollo Management Holdings GP, LLC (“Management
Holdings GP”). The foregoing are collectively referred to herein as the “Reporting Persons.”
SPAC Fund I, Atlas, PPF Credit Strategies,
Credit Strategies and A-N Credit each holds securities of the Issuer.
Atlas Management serves as the investment
manager of Atlas. Credit Strategies is the sole member of PPF Credit Strategies. ST Management serves as the investment manager for
Credit Strategies. ST Operating is the sole member of ST Management. The general partner of ST Operating is ST Capital. ST Management
Holdings is the sole member of ST Capital. A-N Credit Management serves as the investment manager for A-N Credit. SPAC Management
I serves as the investment manager for SPAC Fund I. The general partner of SPAC Management I is SPAC Management I GP.
ACM LLC provides investment management
services for Franklin K2 Long Short Credit Fund (“Franklin K2”) and FASF Franklin K2 Alternative Strategies Fund (“FASF-Franklin
K2”). ACCM LLC is the sole member of ACM LLC.
SA Management provides investment management
services for Franklin Templeton Investment Funds - Franklin K2 Alternative Strategies Fund (“FTIF-Franklin K2”).
Capital Management serves as the
sole member of Atlas Management, A-N Credit Management SPAC Management I GP, ACCM LLC, and SA Management, the sole member
and manager of ST Management Holdings, and provides investment management services for K2 Apollo Credit Master Fund Ltd. (“K2
Apollo”). Capital Management GP serves as the general partner of Capital Management. Management Holdings serves as the sole
member and manager of Capital Management GP, and Management Holdings GP serves as the general partner of Management Holdings.
|
|
(b)
|
Address of Principal Business Office or, if none, Residence
|
The principal office
of each of Atlas, PPF Credit Strategies, A-N Credit, and SPAC Fund I is One Manhattanville Road, Suite 201, Purchase, New York 10577.
The principal office of Credit Strategies is c/o Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand
Cayman, KY-9008, Cayman Islands. The principal office of each of Atlas Management, ST Management, ST Operating, ST Capital, ST Management
Holdings, A-N Credit Management, SPAC Management I, SPAC Management I GP, ACM LLC, ACCM LLC, SA Management, Capital Management, Capital
Management GP, Management Holdings, and Management Holdings GP is 9 W. 57th Street, 43rd Floor, New York, New York
10019.
Atlas and Credit Strategies
are each an exempted company incorporated in the Cayman Islands with limited liability. SPAC Fund I is a Cayman Islands exempted limited
partnership. Atlas Management, PPF Credit Strategies, ST Management, ST Capital, ST Management Holdings, A-N Credit Management, SPAC
Management I GP, ACM LLC, ACCM LLC, SA Management, Capital Management GP, and Management Holdings GP are each a Delaware limited liability
company. ST Operating, A-N Credit, SPAC Management I, Capital Management, and Management Holdings are each a Delaware limited partnership.
|
|
(d)
|
Title of Class of Securities
|
Class A ordinary share,
par value $0.0001 per share (the “Common Stock”).
G1330M111 (Reflects
the CUSIP number for the Issuers Units, each consisting of one share of Class A ordinary share and one-fourth of one redeemable warrant
(the Units).)
|
|
Item 3.
|
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person
filing is a:
|
Not applicable.
Beneficial ownership information is
reported as of the date of filing of this Schedule 13G. The Common Stock reported herein are held in the form of units (the
“Units”). Each Unit consists of one share of Common Stock and one-fourth of one redeemable warrant. Each whole
redeemable warrant entitles the holder thereof to purchase one share of Common Stock upon the consummation of the Issuer’s
initial business combination (“Initial Business Combination”), as described in more detail in the Issuer’s
Prospectus filed with the SEC on August 4, 2021 (the “Prospectus”). Each warrant will become exercisable 30 days after
the completion of the Issuer’s Initial Business Combination, and will expire five years after the completion of the
Issuer’s Initial Business Combination or earlier upon redemption or liquidation. In accordance with Rule 13d-3(d)(1) regarding
securities which represent a right to acquire an underlying security, each Unit has been reported herein as representing the
beneficial ownership of one (1) share of Common Stock.
|
|
(a)
|
Amount beneficially owned:
|
|
Atlas
|
|
|
34,996
|
|
|
Atlas Management
|
|
|
34,996
|
|
|
PPF Credit Strategies
|
|
|
89,217
|
|
|
Credit Strategies
|
|
|
853,906
|
|
|
ST Management
|
|
|
853,906
|
|
|
ST Operating
|
|
|
853,906
|
|
|
ST Capital
|
|
|
853,906
|
|
|
ST Management Holdings
|
|
|
853,906
|
|
|
A-N Credit
|
|
|
66,881
|
|
|
A-N Credit Management
|
|
|
66,881
|
|
|
SPAC Fund I
|
|
|
853,906
|
|
|
SPAC Management I
|
|
|
853,906
|
|
|
SPAC Management I GP
|
|
|
853,906
|
|
|
ACM LLC
|
|
|
16,621
|
|
|
ACCM LLC
|
|
|
16,621
|
|
|
SA Management
|
|
|
18,952
|
|
|
Capital Management
|
|
|
1,997,225
|
|
|
Capital Management GP
|
|
|
1,997,225
|
|
|
Management Holdings
|
|
|
1,997,225
|
|
|
Management Holdings GP
|
|
|
1,997,225
|
|
Atlas, PPF Credit Strategies, Credit
Strategies, A-N Credit, and SPAC Fund I each disclaims beneficial ownership of all shares of Common Stock included in this report other
than the shares of Common Stock held of record by such Reporting Person, and the filing of this report shall not be construed as an admission
that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities
Exchange Act of 1934, as amended, or for any other purpose. Atlas Management, ST Management, ST Operating, ST Capital, ST Management Holdings,
A-N Credit Management, SPAC Management I, SPAC Management I GP, ACM LLC, ACCM LLC, SA Management, Capital Management, Capital Management GP,
Management Holdings and Management Holdings GP, and Messrs. Scott Kleinman, James Zelter and Marc Rowan, the managers, as well as
executive officers, of Management Holdings GP, each disclaims beneficial ownership of all shares of Common Stock included in this
report, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of
any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.
|
Atlas
|
|
|
0.2
|
%
|
|
Atlas Management
|
|
|
0.2
|
%
|
|
PPF Credit Strategies
|
|
|
0.4
|
%
|
|
Credit Strategies
|
|
|
3.7
|
%
|
|
ST Management
|
|
|
3.7
|
%
|
|
ST Operating
|
|
|
3.7
|
%
|
|
ST Capital
|
|
|
3.7
|
%
|
|
ST Management Holdings
|
|
|
3.7
|
%
|
|
A-N Credit
|
|
|
0.3
|
%
|
|
A-N Credit Management
|
|
|
0.3
|
%
|
|
SPAC Fund I
|
|
|
3.7
|
%
|
|
SPAC Management I
|
|
|
3.7
|
%
|
|
SPAC Management I GP
|
|
|
3.7
|
%
|
|
ACM LLC
|
|
|
0.1
|
%
|
|
ACCM LLC
|
|
|
0.1
|
%
|
|
SA Management
|
|
|
0.1
|
%
|
|
Capital Management
|
|
|
8.7
|
%
|
|
Capital Management GP
|
|
|
8.7
|
%
|
|
Management Holdings
|
|
|
8.7
|
%
|
|
Management Holdings GP
|
|
|
8.7
|
%
|
The percentages are based on 22,940,811
shares of Common Stock outstanding as of November 23, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed on
November 24, 2021.
|
|
(c)
|
Number of shares as to which the person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote:
|
0 for all Reporting Persons
|
|
(ii)
|
Shared power to vote or to direct the vote:
|
|
Atlas
|
|
|
34,996
|
|
|
Atlas Management
|
|
|
34,996
|
|
|
PPF Credit Strategies
|
|
|
89,217
|
|
|
Credit Strategies
|
|
|
853,906
|
|
|
ST Management
|
|
|
853,906
|
|
|
ST Operating
|
|
|
853,906
|
|
|
ST Capital
|
|
|
853,906
|
|
|
ST Management Holdings
|
|
|
853,906
|
|
|
A-N Credit
|
|
|
66,881
|
|
|
A-N Credit Management
|
|
|
66,881
|
|
|
SPAC Fund I
|
|
|
853,906
|
|
|
SPAC Management I
|
|
|
853,906
|
|
|
SPAC Management I GP
|
|
|
853,906
|
|
|
ACM LLC
|
|
|
16,621
|
|
|
ACCM LLC
|
|
|
16,621
|
|
|
SA Management
|
|
|
18,952
|
|
|
Capital Management
|
|
|
1,997,225
|
|
|
Capital Management GP
|
|
|
1,997,225
|
|
|
Management Holdings
|
|
|
1,997,225
|
|
|
Management Holdings GP
|
|
|
1,997,225
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
0 for all Reporting Persons
|
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
|
Atlas
|
|
|
34,996
|
|
|
Atlas Management
|
|
|
34,996
|
|
|
PPF Credit Strategies
|
|
|
89,217
|
|
|
Credit Strategies
|
|
|
853,906
|
|
|
ST Management
|
|
|
853,906
|
|
|
ST Operating
|
|
|
853,906
|
|
|
ST Capital
|
|
|
853,906
|
|
|
ST Management Holdings
|
|
|
853,906
|
|
|
A-N Credit
|
|
|
66,881
|
|
|
A-N Credit Management
|
|
|
66,881
|
|
|
SPAC Fund I
|
|
|
853,906
|
|
|
SPAC Management I
|
|
|
853,906
|
|
|
SPAC Management I GP
|
|
|
853,906
|
|
|
ACM LLC
|
|
|
16,621
|
|
|
ACCM LLC
|
|
|
16,621
|
|
|
SA Management
|
|
|
18,952
|
|
|
Capital Management
|
|
|
1,997,225
|
|
|
Capital Management GP
|
|
|
1,997,225
|
|
|
Management Holdings
|
|
|
1,997,225
|
|
|
Management Holdings GP
|
|
|
1,997,225
|
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
If this statement is
being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following: [ ]
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Not applicable.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by
the Parent Holding Company.
|
Not applicable.
|
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Not applicable.
|
|
Item 9.
|
Notice of Dissolution of Group.
|
Not applicable.
By signing below, I
certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or effect.
[The remainder of this
page is intentionally left blank.]
SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2022
|
|
APOLLO ATLAS MASTER FUND, LLC
|
|
|
|
|
|
By:
|
Apollo Atlas Management, LLC,
|
|
|
|
its investment manager
|
|
|
|
|
|
|
By:
|
/s/ Joseph D. Glatt
|
|
|
|
Name:
|
Joseph D. Glatt
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
APOLLO ATLAS MANAGEMENT, LLC
|
|
|
|
|
|
By:
|
Apollo Capital Management, L.P.,
|
|
|
|
its sole member
|
|
|
|
|
|
|
By:
|
Apollo Capital Management GP, LLC,
|
|
|
|
|
its general partner
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph D. Glatt
|
|
|
|
|
Name:
|
Joseph D. Glatt
|
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
Apollo PPF Credit Strategies, LLC
|
|
|
|
|
|
By:
|
Apollo PPF Credit Strategies Management, LLC,
|
|
|
|
its investment manager
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph D. Glatt
|
|
|
|
|
Name:
|
Joseph D. Glatt
|
|
|
|
|
Title:
|
Vice President
|
|
|
APOLLO CREDIT STRATEGIES MASTER FUND LTD.
|
|
|
|
|
|
By:
|
Apollo ST Fund Management LLC,
|
|
|
|
its investment manager
|
|
|
|
|
|
|
By:
|
/s/ Joseph D. Glatt
|
|
|
|
Name:
|
Joseph D. Glatt
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
APOLLO ST FUND MANAGEMENT LLC
|
|
|
|
|
|
By:
|
/s/ Joseph D. Glatt
|
|
|
Name:
|
Joseph D. Glatt
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
APOLLO ST OPERATING LP
|
|
|
|
|
|
By:
|
Apollo ST Capital LLC,
|
|
|
|
its general partner
|
|
|
|
|
|
|
By:
|
/s/ Joseph D. Glatt
|
|
|
|
Name:
|
Joseph D. Glatt
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
APOLLO ST CAPITAL LLC
|
|
|
|
|
|
By:
|
/s/ Joseph D. Glatt
|
|
|
Name:
|
Joseph D. Glatt
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
ST MANAGEMENT HOLDINGS, LLC
|
|
|
|
|
|
By:
|
/s/ Joseph D. Glatt
|
|
|
Name:
|
Joseph D. Glatt
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
APOLLO A-N CREDIT FUND (DELAWARE), L.P.
|
|
|
|
|
|
By:
|
Apollo A-N Credit Management, LLC,
|
|
|
|
its investment manager
|
|
|
|
|
|
|
By:
|
/s/ Joseph D. Glatt
|
|
|
|
Name:
|
Joseph D. Glatt
|
|
|
|
Title:
|
Vice President
|
|
|
APOLLO A-N CREDIT MANAGEMENT, LLC
|
|
|
|
|
|
By:
|
/s/ Joseph D. Glatt
|
|
|
Name:
|
Joseph D. Glatt
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
APOLLO SPAC FUND I, L.P.
|
|
|
|
|
|
By:
|
Apollo SPAC Management I, L.P.,
|
|
|
|
its investment manager
|
|
|
|
|
|
|
By:
|
Apollo SPAC Management I GP, LLC,
|
|
|
|
|
its general partner
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph D. Glatt
|
|
|
|
|
Name:
|
Joseph D. Glatt
|
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
APOLLO SPAC MANAGEMENT I, L.P.
|
|
|
|
|
|
By:
|
Apollo SPAC Management I GP, LLC,
|
|
|
|
its general partner
|
|
|
|
|
|
|
By:
|
/s/ Joseph D. Glatt
|
|
|
|
Name:
|
Joseph D. Glatt
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
APOLLO SPAC MANAGEMENT I GP, LLC
|
|
|
|
|
|
By:
|
/s/ Joseph D. Glatt
|
|
|
Name:
|
Joseph D. Glatt
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
APOLLO CREDIT MANAGEMENT, LLC
|
|
|
|
|
|
By:
|
Apollo Capital Credit Management, LLC,
|
|
|
|
its sole member
|
|
|
|
|
|
|
By:
|
/s/ Joseph D. Glatt
|
|
|
|
Name:
|
Joseph D. Glatt
|
|
|
|
Title:
|
Vice President
|
|
|
APOLLO CAPITAL CREDIT MANAGEMENT, LLC
|
|
|
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By:
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/s/ Joseph D. Glatt
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Name:
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Joseph D. Glatt
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Title:
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Vice President
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APOLLO SA MANAGEMENT, LLC
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By:
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Apollo Capital Management, L.P.,
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its sole member
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By:
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Apollo Capital Management GP, LLC,
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its general partner
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By:
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/s/ Joseph D. Glatt
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Name:
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Joseph D. Glatt
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Title:
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Vice President
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APOLLO CAPITAL MANAGEMENT, L.P.
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By:
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Apollo Capital Management GP, LLC,
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its general partner
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By:
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/s/ Joseph D. Glatt
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Name:
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Joseph D. Glatt
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Title:
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Vice President
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APOLLO CAPITAL MANAGEMENT GP, LLC
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By:
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/s/ Joseph D. Glatt
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Name:
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Joseph D. Glatt
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Title:
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Vice President
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APOLLO MANAGEMENT HOLDINGS, L.P.
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By:
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Apollo Management Holdings GP, LLC,
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its general partner
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By:
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/s/ Joseph D. Glatt
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Name:
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Joseph D. Glatt
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Title:
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Vice President
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APOLLO MANAGEMENT HOLDINGS GP, LLC
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|
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By:
|
/s/ Joseph D. Glatt
|
|
|
Name:
|
Joseph D. Glatt
|
|
|
Title:
|
Vice President
|