BACKGROUND
We are a blank check company incorporated as a Cayman Islands exempted company incorporated with limited liability for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.
Our executive offices are located at 9 West 57th Street, 42nd Floor, New York, NY 10019, and our telephone number is (212) 515-3200. Our corporate website address is https://apollostrategicgrowthcapitalii.com. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this Proxy Statement.
In October 2008, the Company was formed by Apollo Principal Holdings III, L.P. (“Holdings”) and in August 2020, Holdings transferred its ownership in the Company to our Sponsor. As of April 4, 2023, our Sponsor owned all of the 17,250,000 founder shares outstanding.
On February 12, 2021, we consummated our IPO of 69,000,000 units, including the issuance of 9,000,000 units as a result of the underwriters’ full exercise of their over-allotment option. The units sold in our IPO were sold at an offering price of $10.00 per unit, generating total gross proceeds of $690,000,000. Each unit consists of one of the Company’s public shares, and one-fifth of one public warrant. Each whole warrant entitles the holder thereof to purchase one public share at a price of $11.50 per share, subject to certain adjustments.
Simultaneous with the consummation of our IPO, we consummated the private placement of an aggregate of 10,400,000 warrants, each exercisable to purchase one of the Company’s public shares for $11.50 per share, subject to certain adjustments (“private placement warrants”), to our Sponsor at a price of $1.50 per private placement warrant, generating total proceeds of $15,600,000. Of the gross proceeds received from our IPO and the private placement warrants, $690,000,000 was placed in the Trust Account.
The proceeds held in the Trust Account may be invested by the trustee only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. As of April 4, 2023, funds held in the Trust Account totaled approximately $707,980,212.57, and were held in U.S. Treasury Bills with a maturity of 185 days or less and in money market funds which invest in U.S. Treasury securities. However, to mitigate the risk of being viewed as operating as an unregistered investment company (including pursuant to the subjective test of Section 3(a)(1)(A) of the Investment Company Act), we may instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government securities or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash until the earlier of consummation of our initial business combination or liquidation. As a result, following such liquidation, we will likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our public shareholders would receive upon any redemption of public shares or liquidation of the Company.
Our Sponsor, directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things, direct or indirect ownership of founder shares and warrants that may become exercisable in the future and advances that will not be repaid in the event of our winding up and the possibility of future compensatory arrangements. See the section entitled “The Extraordinary General Meeting — Interests of our Sponsor, Directors and Officers.”
On the record date of the Extraordinary General Meeting, there were 86,250,000 ordinary shares outstanding, of which 69,000,000 were public shares and 17,250,000 were founder shares. The founder shares carry voting rights in connection with the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Adjournment Proposal, and we have been informed by our Sponsor, which holds all of the 17,250,000 founder shares outstanding, that it intends to vote in favor of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and, if presented, the Adjournment Proposal.