Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
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
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 |
|
1,003,869
shares |
7 |
sole
dispositive power |
|
0
shares |
8 |
shared
dispositive power |
|
1,003,869
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
|
1,003,869
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) |
|
0.9% |
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 |
|
1,003,869
shares |
7 |
sole
dispositive power |
|
0
shares |
8 |
shared
dispositive power |
|
1,003,869
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
|
1,003,869
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) |
|
0.9% |
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 |
|
773,458
shares |
7 |
sole
dispositive power |
|
0
shares |
8 |
shared
dispositive power |
|
773,458
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
|
773,458
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) |
|
0.7% |
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 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 |
|
5,690,827
shares |
7 |
sole
dispositive power |
|
0
shares |
8 |
shared
dispositive power |
|
5,690,827
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
|
5,690,827
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) |
|
5.3% |
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 |
|
5,690,827
shares |
7 |
sole
dispositive power |
|
0
shares |
8 |
shared
dispositive power |
|
5,690,827
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
|
5,690,827
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) |
|
5.3% |
12 |
type
of reporting person (See Instructions) |
|
OO |
|
|
|
|
|
1 |
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
|
Apollo
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 |
|
5,690,827
shares |
7 |
sole
dispositive power |
|
0
shares |
8 |
shared
dispositive power |
|
5,690,827
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
|
5,690,827
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) |
|
5.3% |
12 |
type
of reporting person (See Instructions) |
|
PN |
|
|
|
|
|
1 |
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
|
Apollo
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 |
|
5,690,827
shares |
7 |
sole
dispositive power |
|
0
shares |
8 |
shared
dispositive power |
|
5,690,827
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
|
5,690,827
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) |
|
5.3% |
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 |
|
5,690,827
shares |
7 |
sole
dispositive power |
|
0
shares |
8 |
shared
dispositive power |
|
5,690,827
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
|
5,690,827
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) |
|
5.3% |
12 |
type
of reporting person (See Instructions) |
|
OO |
|
|
|
|
|
1 |
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
|
Apollo
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 |
|
2,362,879
shares |
7 |
sole
dispositive power |
|
0
shares |
8 |
shared
dispositive power |
|
2,362,879
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
|
2,362,879
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) |
|
2.2% |
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 |
|
2,362,879
shares |
7 |
sole
dispositive power |
|
0
shares |
8 |
shared
dispositive power |
|
2,362,879
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
|
2,362,879
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) |
|
2.2% |
12 |
type
of reporting person (See Instructions) |
|
OO |
|
|
|
|
|
1 |
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
|
Apollo
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 |
|
1,200,000
shares |
7 |
sole
dispositive power |
|
0
shares |
8 |
shared
dispositive power |
|
1,200,000
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
|
1,200,000
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) |
|
1.1% |
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 |
|
1,200,000
shares |
7 |
sole
dispositive power |
|
0
shares |
8 |
shared
dispositive power |
|
1,200,000
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
|
1,200,000
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) |
|
1.1% |
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 |
|
1,200,000
shares |
7 |
sole
dispositive power |
|
0
shares |
8 |
shared
dispositive power |
|
1,200,000
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
|
1,200,000
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) |
|
1.1% |
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 |
|
10,991,033
shares |
7 |
sole
dispositive power |
|
0
shares |
8 |
shared
dispositive power |
|
10,991,033
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
|
10,991,033
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) |
|
10.2% |
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 |
|
10,991,033
shares |
7 |
sole
dispositive power |
|
0
shares |
8 |
shared
dispositive power |
|
10,991,033
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
|
10,991,033
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) |
|
10.2% |
12 |
type
of reporting person (See Instructions) |
|
OO |
|
|
|
|
|
1 |
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
|
Apollo
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 |
|
10,991,033
shares |
7 |
sole
dispositive power |
|
0
shares |
8 |
shared
dispositive power |
|
10,991,033
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
|
10,991,033
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) |
|
10.2% |
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 |
|
10,991,033
shares |
7 |
sole
dispositive power |
|
0
shares |
8 |
shared
dispositive power |
|
10,991,033
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
|
10,991,033
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) |
|
10.2% |
12 |
type
of reporting person (See Instructions) |
|
OO |
|
|
|
|
|
Item 1. |
(a) |
Name of Issuer |
Bowlero Corp.
| (b) | Address of Issuer’s Principal
Executive Offices |
7313 Bell Creek Road
Mechanicsville, Virginia 23111
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 Capital Management, L.P. (“Capital Management”);
(xv) Apollo Capital Management GP, LLC (“Capital Management GP”); (xvi) Apollo Management Holdings, L.P. (“Management
Holdings”); and (xvii) Apollo Management Holdings GP, LLC (“Management Holdings GP”). The foregoing are collectively
referred to herein as the “Reporting Persons.”
Atlas, PPF Credit Strategies, Credit
Strategies, A-N Credit and SPAC Fund I each hold 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.
Capital Management serves as the sole
member of Atlas Management, A-N Credit Management, SPAC Management I GP, and as the sole member and manager of ST Management
Holdings. 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, 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, 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 common stock,
par value $0.0001 per share (the “Common Stock”).
10258P102
| 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 both Class A common stock and
Class B common stock, par value $0.0001 per share (the “Class B Common Stock”). Holders of Class B Common Stock may convert
their shares into shares of Class A common stock at any time at their option on a one-for-one basis.
| (a) | Amount beneficially
owned: |
Atlas | |
| 1,003,869 | |
Atlas Management | |
| 1,003,869 | |
PPF Credit Strategies | |
| 733,458 | |
Credit Strategies | |
| 5,690,827 | |
ST Management | |
| 5,690,827 | |
ST Operating | |
| 5,690,827 | |
ST Capital | |
| 5,690,827 | |
ST Management Holdings | |
| 5,690,827 | |
A-N Credit | |
| 2,362,879 | |
A-N Credit Management | |
| 2,362,879 | |
SPAC Fund I | |
| 10,991,033 | |
SPAC Management I | |
| 10,991,033 | |
SPAC Management I GP | |
| 10,991,033 | |
Capital Management | |
| 10,991,033 | |
Capital Management GP | |
| 10,991,033 | |
Management Holdings | |
| 10,991,033 | |
Management Holdings GP | |
| 10,991,033 | |
Atlas, PPF Credit Strategies, Credit
Strategies, A-N Credit, and SPAC Fund I each disclaim 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, 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 | |
| 0.9 | % |
Atlas Management | |
| 0.9 | % |
PPF Credit Strategies | |
| 0.7 | % |
Credit Strategies | |
| 5.3 | % |
ST Management | |
| 5.3 | % |
ST Operating | |
| 5.3 | % |
ST Capital | |
| 5.3 | % |
ST Management Holdings | |
| 5.3 | % |
A-N Credit | |
| 2.2 | % |
A-N Credit Management | |
| 2.2 | % |
SPAC Fund I | |
| 1.1 | % |
SPAC Management I | |
| 1.1 | % |
SPAC Management I GP | |
| 1.1 | % |
Capital Management | |
| 10.2 | % |
Capital Management GP | |
| 10.2 | % |
Management Holdings | |
| 10.2 | % |
Management Holdings GP | |
| 10.2 | % |
The percentages are based on 107,066,196
shares of Common Stock outstanding as of December 26, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed on
February 9, 2022.
| (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 | |
| 1,003,869 | |
Atlas Management | |
| 1,003,869 | |
PPF Credit Strategies | |
| 733,458 | |
Credit Strategies | |
| 5,690,827 | |
ST Management | |
| 5,690,827 | |
ST Operating | |
| 5,690,827 | |
ST Capital | |
| 5,690,827 | |
ST Management Holdings | |
| 5,690,827 | |
A-N Credit | |
| 2,362,879 | |
A-N Credit Management | |
| 2,362,879 | |
SPAC Fund I | |
| 10,991,033 | |
SPAC Management I | |
| 10,991,033 | |
SPAC Management I GP | |
| 10,991,033 | |
Capital Management | |
| 10,991,033 | |
Capital Management GP | |
| 10,991,033 | |
Management Holdings | |
| 10,991,033 | |
Management Holdings GP | |
| 10,991,033 | |
| (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 | |
| 1,003,869 | |
Atlas Management | |
| 1,003,869 | |
PPF Credit Strategies | |
| 733,458 | |
Credit Strategies | |
| 5,690,827 | |
ST Management | |
| 5,690,827 | |
ST Operating | |
| 5,690,827 | |
ST Capital | |
| 5,690,827 | |
ST Management Holdings | |
| 5,690,827 | |
A-N Credit | |
| 2,362,879 | |
A-N Credit Management | |
| 2,362,879 | |
SPAC Fund I | |
| 10,991,033 | |
SPAC Management I | |
| 10,991,033 | |
SPAC Management I GP | |
| 10,991,033 | |
Capital Management | |
| 10,991,033 | |
Capital Management GP | |
| 10,991,033 | |
Management Holdings | |
| 10,991,033 | |
Management Holdings GP | |
| 10,991,033 | |
| 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: March 23, 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 CAPITAL
MANAGEMENT, L.P. |
|
|
|
|
By: |
Apollo Capital Management
GP, LLC, |
|
|
its general partner |
|
|
By: |
/s/
Joseph D. Glatt |
|
|
Name: |
Joseph D. Glatt |
|
|
Title: |
Vice President |
|
APOLLO CAPITAL
MANAGEMENT GP, LLC |
|
|
|
|
By: |
/s/
Joseph D. Glatt |
|
Name: |
Joseph D. Glatt |
|
Title: |
Vice President |
|
APOLLO MANAGEMENT
HOLDINGS, L.P. |
|
|
|
|
By: |
Apollo Management
Holdings GP, LLC, |
|
|
its general
partner |
|
|
|
|
|
By: |
/s/
Joseph D. Glatt |
|
|
Name: |
Joseph D. Glatt |
|
|
Title: |
Vice President |
|
APOLLO MANAGEMENT
HOLDINGS GP, LLC |
|
|
|
|
By: |
/s/
Joseph D. Glatt |
|
Name: |
Joseph D. Glatt |
|
Title: |
Vice President |