UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): February 9, 2021

 

Apollo Strategic Growth Capital II

(Exact name of registrant as specified in its charter)

 

Cayman Islands	001-40018	98-0598286
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

 

9 West 57th Street, 43rd Floor New York, NY 10019	10019
(Address of principal executive offices)	(Zip Code)

 

(212) 515-3200
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.00025 par value, and one-fifth of one warrant		APGB.U		New York Stock Exchange
Class A ordinary share		APGB		New York Stock Exchange
Warrants included as part of the units		APGB WS		New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 1.01

Entry into a Material Definitive Agreement.

 

On February 9, 2021, Apollo Strategic Growth Capital II (the “Company”) consummated its initial public offering (the “IPO”) of 69,000,000 units (the “Units”), including the issuance of 9,000,000 Units as a result of the underwriters’ full exercise of their over-allotment option. Each Unit consists of one share of the Company’s Class A ordinary share, par value $0.00025 per share (the “Class A Ordinary Share”), and one-fifth of one warrant of the Company (the “Warrants”), each whole warrant entitling the holder thereof to purchase one whole Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as provided in the Company’s registration statement on Form S-1, initially filed with the Securities and Exchange Commission (the “Commission”) on January 6, 2021 (File No. 333-251920) and subsequently amended, and the registration statement on Form S-1 MEF, filed with the Commission on February 9, 2021 (File No. 333-252923) (collectively, the “Registration Statement”). The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $690,000,000.

 

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement:

 

•	An Underwriting Agreement, dated February 9, 2021, among the Company and Deutsche Bank Securities Inc., as representative of the underwriters.

 

•	A Warrant Agreement, dated February 9, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

 

•	A Letter Agreement, dated February 9, 2021, among the Company, its officers and directors and the Sponsor.

 

•	An Investment Management Trust Agreement, dated February 9, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee.

 

•	A Registration Rights Agreement, dated February 9, 2021, among the Company, the Sponsor and certain other security holders named therein.

 

•	A Private Placement Warrants Purchase Agreement, dated February 8, 2021, between the Company and the Sponsor.

 

•	An Indemnification Agreement, dated February 9, 2021, between the Company and Scott Kleinman.

 

•	An Indemnification Agreement, dated February 9, 2021, between the Company and Sanjay Patel.

 

•	An Indemnification Agreement, dated February 9, 2021, between the Company and James Crossen.

 

•	An Indemnification Agreement, dated February 9, 2021, between the Company and Angela Sun.

 

•	An Indemnification Agreement, dated February 9, 2021, between the Company and Melvin Parker.

 

•	An Indemnification Agreement, dated February 9, 2021, between the Company and Nathaniel Lipman.

 

•	An Administrative Services Agreement, dated February 9, 2021, between the Company and the Sponsor.

 

Item 3.02

Unregistered Sales of Equity Securities.

 

Simultaneously with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 10,400,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant, to the Company’s sponsor, APSG Sponsor II, L.P. (the “Sponsor”), generating gross proceeds to the Company of $15.6 million. The Private Placement Warrants are identical to the warrants sold as part of the Units in the IPO, except that the Sponsor has agreed not to transfer, assign or sell any of the Private Placement Warrants (except to certain permitted transferees) until 30 days after the completion of the Company’s initial business combination. The Private Placement Warrants are also not redeemable by the Company so long as they are held by the Sponsor or its permitted transferees.

 

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On February 12, 2021, in connection with the IPO, the Company adopted the Fourth Amended and Restated Memorandum and Articles of Association, which both restates and amends the provisions of the amended and restated memorandum and articles of association of the Company. A copy of the Fourth Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto and incorporated herein by reference.

 

Item 8.01

Other Events.

 

A total of $690,000,000 was placed in a U.S.-based trust account with Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to pay its taxes, the proceeds from the IPO will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to modify the substance or timing of its obligation to redeem 100% of its public shares if the Company does not complete its initial business combination within 24 months from the closing of the IPO (or 27 months from the closing of the IPO if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of the IPO), and (iii) the redemption of all of the Company’s public shares if it is unable to complete its business combination within 24 months (or 27 months upon the satisfaction of the conditions set forth in (ii)) from the closing of the IPO, subject to applicable law.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

The following exhibits are filed with this Form 8-K:

 

EXHIBIT INDEX

 

Exhibit No.		Description
1.1		Underwriting Agreement, dated February 9, 2021, among the Company and Deutsche Bank Securities Inc., as representative of the underwriters.
3.1		Fourth Amended and Restated Memorandum and Articles of Association of Apollo Strategic Growth Capital II.
4.1		Warrant Agreement, dated February 9, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.
10.1		Letter Agreement, dated February 9, 2021, among the Company, its officers and directors and the Sponsor.
10.2		Investment Management Trust Agreement, dated February 9, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee.
10.3		Registration Rights Agreement, dated February 9, 2021, among the Company, the Sponsor and certain other security holders named therein.
10.4		Private Placement Warrants Purchase Agreement, dated February 8, 2021, between the Company and the Sponsor.

 

 

10.5		Indemnification Agreement, dated February 9, 2021, between the Company and Scott Kleinman.
10.6		Indemnification Agreement, dated February 9, 2021, between the Company and Sanjay Patel.
10.7		Indemnification Agreement, dated February 9, 2021, between the Company and James Crossen.
10.8		Indemnification Agreement, dated February 9, 2021, between the Company and Angela Sun.
10.9		Indemnification Agreement, dated February 9, 2021, between the Company and Melvin Parker.
10.10		Indemnification Agreement, dated February 9, 2021, between the Company and Nathaniel Lipman.
10.11		Administrative Services Agreement, dated February 9, 2021, between the Company and the Sponsor.

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	Apollo Strategic Growth Capital II
Date: February 12, 2021	By:	/s/ James Crossen
		Name:	James Crossen
		Title:	Chief Financial Officer and Secretary