Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
** The reporting persons are filing this Amendment No. 2 to Schedule
13G solely to correct the percentage ownership reported in Item 4 and in the cover pages and the inadvertently checked box in Item
5 included in Amendment No. 1 to this Schedule 13G (the “Amendment No. 1”). There has been no change to the number
of securities owned by the reporting persons reported in Amendment No. 1.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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 |
1,500,000
shares |
7 |
sole
dispositive power |
0
shares |
8 |
shared
dispositive power |
1,500,000
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
1,500,000
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) |
5.8% |
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 |
1,500,000
shares |
7 |
sole
dispositive power |
0
shares |
8 |
shared
dispositive power |
1,500,000
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
1,500,000
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) |
5.8% |
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 |
1,500,000
shares |
7 |
sole
dispositive power |
0
shares |
8 |
shared
dispositive power |
1,500,000
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
1,500,000
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) |
5.8% |
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 |
1,500,000
shares |
7 |
sole
dispositive power |
0
shares |
8 |
shared
dispositive power |
1,500,000
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
1,500,000
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) |
5.8% |
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 |
1,500,000
shares |
7 |
sole
dispositive power |
0
shares |
8 |
shared
dispositive power |
1,500,000
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
1,500,000
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) |
5.8% |
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 |
1,500,000
shares |
7 |
sole
dispositive power |
0
shares |
8 |
shared
dispositive power |
1,500,000
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
1,500,000
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) |
5.8% |
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 |
1,500,000
shares |
7 |
sole
dispositive power |
0
shares |
8 |
shared
dispositive power |
1,500,000
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
1,500,000
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) |
5.8% |
12 |
type
of reporting person (See Instructions) |
OO |
|
|
|
|
|
Item 1. | (a) |
Name of Issuer |
Investcorp India Acquisition
Corp
| (b) | Address of Issuer’s Principal
Executive Offices |
Century Yard, Cricket Square
Elgin Avenue, PO Box 1111
George Town, Grand Cayman, Cayman Islands KY1-1102
Item 2. | (a) |
Name of Person Filing |
This
statement is filed by (i) Apollo SPAC Fund I, L.P. (“SPAC Fund I”); (ii) Apollo SPAC Management I, L.P.
(“SPAC Management I”); (iii) Apollo SPAC Management I GP, LLC (“SPAC Management I GP”); (iv) Apollo
Capital Management, L.P. (“Capital Management”); (v) Apollo Capital Management GP, LLC (“Capital Management GP”);
(vi) Apollo Management Holdings, L.P. (“Management Holdings”); and (vii) Apollo Management Holdings GP, LLC (“Management
Holdings GP”). The foregoing are collectively referred to herein as the “Reporting Persons.”
SPAC Fund I holds securities of the
Issuer.
SPAC Management I serves as the investment
manager for SPAC Fund I. The general partner of SPAC Management I is SPAC Management I GP.
Capital Management serves as the sole
member of SPAC Management I GP. 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 SPAC Fund I
is One Manhattanville Road, Suite 201, Purchase, New York 10577. The principal office of each of SPAC Management I, SPAC Management
I GP, Capital Management, Capital Management GP, Management Holdings, and Management Holdings GP is 9 W. 57th Street, 43rd
Floor, New York, New York 10019.
SPAC Fund I is a Cayman Islands exempted
limited partnership. SPAC Management I GP, Capital Management GP, and Management Holdings GP are each a Delaware limited liability company.
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 “Ordinary Shares”).
G49219101
| 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 December 31, 2022. The Ordinary Shares reported herein are held in the form of units (the “Units”). Each Unit
consists of one Ordinary Share and one-half of one redeemable warrant. Each whole redeemable warrant entitles the holder thereof to purchase
one Ordinary Share 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 May 10, 2022 (the “Prospectus”).
Each warrant will become exercisable commencing on the date that is 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 Ordinary Share.
| (a) | Amount beneficially owned: |
SPAC
Fund I |
1,500,000
|
SPAC
Management I |
1,500,000
|
SPAC
Management I GP |
1,500,000
|
Capital
Management |
1,500,000
|
Capital
Management GP |
1,500,000
|
Management
Holdings |
1,500,000
|
Management
Holdings GP |
1,500,000
|
SPAC Management I, SPAC Management
I GP, 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 Ordinary Shares 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.
SPAC
Fund I |
5.8% |
SPAC
Management I |
5.8% |
SPAC
Management I GP |
5.8% |
Capital
Management |
5.8% |
Capital
Management GP |
5.8% |
Management
Holdings |
5.8% |
Management
Holdings GP |
5.8% |
The percentages are based on 25,875,000
Class A Ordinary Shares outstanding as of April 17, 2023, as disclosed in the Issuer’s Annual Report on Form 10-K
filed on April 17, 2023.
| (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: |
SPAC
Fund I |
1,500,000 |
SPAC
Management I |
1,500,000 |
SPAC
Management I GP |
1,500,000 |
Capital
Management |
1,500,000 |
Capital
Management GP |
1,500,000 |
Management
Holdings |
1,500,000 |
Management
Holdings GP |
1,500,000 |
| (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: |
SPAC
Fund I |
1,500,000 |
SPAC
Management I |
1,500,000 |
SPAC
Management I GP |
1,500,000 |
Capital
Management |
1,500,000 |
Capital
Management GP |
1,500,000 |
Management
Holdings |
1,500,000 |
Management
Holdings GP |
1,500,000 |
| 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, other than activities solely in connection with a nomination under §
240.14a-11.
[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: April 25, 2023
| 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/
William Kuesel |
| | |
Name: |
William
Kuesel |
| | |
Title: |
Vice
President |
| APOLLO SPAC MANAGEMENT I, L.P. |
| |
| By: | Apollo SPAC Management I GP, LLC, |
| | its general partner |
| | |
| | By: |
/s/
William Kuesel |
|
| Name: | William
Kuesel |
|
| Title: | Vice
President |
| APOLLO SPAC
MANAGEMENT I GP, LLC |
| |
| By: | /s/
William Kuesel |
| Name: | William Kuesel |
| Title: | Vice President |
| APOLLO CAPITAL MANAGEMENT, L.P. |
| |
| By: | Apollo Capital Management GP, LLC, |
| | its general partner |
| | |
| | By: |
/s/
William Kuesel |
|
| Name: | William
Kuesel |
|
| Title: | Vice
President |
| APOLLO CAPITAL MANAGEMENT GP, LLC |
| | |
| By: | /s/ William Kuesel |
| Name: | William Kuesel |
| Title: | Vice President |
| APOLLO MANAGEMENT
HOLDINGS, L.P. |
| |
| By: | Apollo Management Holdings GP, LLC, |
| | its general partner |
| | |
| | By: |
/s/
William Kuesel |
|
| Name: | William
Kuesel |
|
| Title: | Vice
President |
| APOLLO MANAGEMENT
HOLDINGS GP, LLC |
| | |
| By: | /s/ William Kuesel |
| Name: | William Kuesel |
| Title: | Vice President |