|
Cayman Islands
(State or other jurisdiction
of incorporation or organization) |
| |
6770
(Primary Standard Industrial
Classification Code Number) |
| |
98-1550677
(I.R.S. Employer
Identification Number) |
|
|
Brian M. Janson, Esq.
Catherine L. Goodall, Esq. Gregory A. Ezring, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019 (212) 373-3000 |
| |
Joel L. Rubinstein, Esq.
Daniel E. Nussen, Esq. White & Case LLP 1221 Avenue of the Americas New York, NY 10020 (212) 819-8200 |
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Large accelerated filer
☐
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| |
Accelerated filer
☐
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Non-accelerated filer
☒
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| |
Smaller reporting company
☒
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| | | |
Emerging growth company
☒
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Title of Each Class of Security Being Registered
|
| | |
Amount
Being Registered |
| | |
Proposed Maximum
Offering Price per Security(1) |
| | |
Proposed Maximum
Aggregate Offering Price(1) |
| | |
Amount of
Registration Fee |
|
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one public warrant(2)
|
| | |
40,250,000 Units
|
| | |
$10.00
|
| | |
$402,500,000
|
| | |
$37,312(5)
|
|
Class A ordinary shares included as part of the units(3)
|
| | |
40,250,000 Shares
|
| | |
—
|
| | |
—
|
| | |
—(4)
|
|
Warrants included as part of the units(3)
|
| | |
13,416,667 Warrants
|
| | |
—
|
| | |
—
|
| | |
—(4)
|
|
Total
|
| | | | | | | | | | |
$402,500,000
|
| | |
$37,312(5)
|
|
| | |
Per Unit
|
| |
Total
|
| ||||||
Public offering price
|
| | | $ | 10.00 | | | | | $ | 350,000,000 | | |
Underwriting discounts and commissions(1)
|
| | | $ | 0.55 | | | | | $ | 19,250,000 | | |
Proceeds, before expenses, to Apollo Strategic Growth Capital III
|
| | | $ | 9.45 | | | | | $ | 330,750,000 | | |
|
Siebert Williams Shank
|
| |
American Veterans Group
|
|
| | | | | 1 | | | |
| | | | | 35 | | | |
| | | | | 73 | | | |
| | | | | 74 | | | |
| | | | | 77 | | | |
| | | | | 78 | | | |
| | | | | 80 | | | |
| | | | | 81 | | | |
| | | | | 87 | | | |
| | | | | 116 | | | |
| | | | | 127 | | | |
| | | | | 130 | | | |
| | | | | 133 | | | |
| | | | | 153 | | | |
| | | | | 166 | | | |
| | | | | 174 | | | |
| | | | | 174 | | | |
| | | | | 174 | | | |
| | | | | F-1 | | |
Balance Sheet Data:
|
| |
September 30, 2021
|
| |||
Working capital deficit
|
| | | $ | (691,954) | | |
Total assets
|
| | | $ | 718,796 | | |
Total liabilities
|
| | | $ | 711,854 | | |
Value of ordinary shares subject to possible redemption.
|
| | | $ | — | | |
Total shareholder’s equity
|
| | | $ | 6,942 | | |
|
Public shares
|
| | | | 35,000,000 | | |
|
Founder shares
|
| | | | 8,750,000 | | |
|
Total shares
|
| | | | 43,750,000 | | |
|
Total funds in trust available for initial business combination(1)
|
| | | $ | 350,000,000 | | |
|
Implied value per share
|
| | | $ | 8.00 | | |
|
Public shareholders’ investment per share(2)
|
| | | $ | 10.00 | | |
|
Sponsor’s investment per share(3)
|
| | | $ | 0.002 | | |
| | |
Without Over-
Allotment Option |
| |
Over-Allotment
Option Fully Exercised |
| ||||||
Gross proceeds | | | | | | | | | | | | | |
Gross proceeds from units offered to public(1)
|
| | | $ | 350,000,000 | | | | | $ | 402,500,000 | | |
Gross proceeds from private placement warrants offered in the private placement
|
| | | | 9,161,250 | | | | | | 10,211,250 | | |
Total gross proceeds
|
| | | $ | 359,161,250 | | | | | $ | 412,711,250 | | |
Offering expenses(2) | | | | | | | | | | | | | |
Underwriting discounts and commissions (2.0% of gross proceeds from units offered to public, excluding deferred portion)(3)
|
| | | $ | 7,000,000 | | | | | $ | 8,050,000 | | |
Legal fees and expenses
|
| | | | 400,000 | | | | | | 400,000 | | |
Printing and engraving expenses
|
| | | | 35,000 | | | | | | 35,000 | | |
Accounting fees and expenses
|
| | | | 40,000 | | | | | | 40,000 | | |
SEC/FINRA Expenses
|
| | | | 106,812 | | | | | | 106,812 | | |
Travel and road show
|
| | | | 5,000 | | | | | | 5,000 | | |
NYSE listing and filing fees
|
| | | | 85,000 | | | | | | 85,000 | | |
Director and Officer liability insurance premiums
|
| | | | 700,000 | | | | | | 700,000 | | |
Miscellaneous
|
| | | | 39,438 | | | | | | 39,438 | | |
Total offering expenses (excluding underwriting discounts and commissions)
|
| | | $ | 1,411,250 | | | | | $ | 1,411,250 | | |
Proceeds after offering expenses
|
| | | $ | 350,750,000 | | | | | $ | 403,250,000 | | |
Held in trust account(3)
|
| | | $ | 350,000,000 | | | | | $ | 402,500,000 | | |
% of public offering size
|
| | | | 100% | | | | | | 100% | | |
Not held in trust account
|
| | | $ | 750,000 | | | | | $ | 750,000 | | |
| | |
Amount
|
| |
% of Total
|
| ||||||
Legal, accounting, due diligence, travel and other expenses in connection with any business combination(5)
|
| | | | 200,000 | | | | | | 26.7% | | |
Legal and accounting fees related to regulatory reporting obligations
|
| | | | 150,000 | | | | | | 20.0% | | |
Payment for office space, administrative and support services
|
| | | | 200,000 | | | | | | 26.7% | | |
Reserve for liquidation expenses
|
| | | | 100,000 | | | | | | 13.3% | | |
NYSE continued listing fees
|
| | | | 85,000 | | | | | | 11.3% | | |
Working capital to cover miscellaneous expenses (including taxes net of anticipated interest income)
|
| | | | 15,000 | | | | | | 2.0% | | |
Total
|
| | | $ | 750,000 | | | | | | 100.0% | | |
| | |
No exercise of
over-allotment option |
| |
Exercise of
over-allotment option in full |
| ||||||
Public offering price
|
| | | $ | 10.00 | | | | | $ | 10.00 | | |
| | | | | | | | | | | | | |
Net tangible book value before this offering
|
| | | | (0.07) | | | | | | (0.07) | | |
Decrease attributable to public shareholders
|
| | | | (1.24) | | | | | | (1.25) | | |
Pro forma net tangible book value after this offering and the sale of the private
placement warrants |
| | | $ | (1.31) | | | | | $ | (1.32) | | |
Dilution to public shareholders and sale of the private placement warrants
|
| | | $ | 11.31 | | | | | $ | 11.32 | | |
| | |
Shares Purchased
|
| |
Total Consideration
|
| |
Average Price
Per Share |
| |||||||||||||||||||||
| | |
Number
|
| |
Percentage
|
| |
Amount
|
| |
Percentage
|
| ||||||||||||||||||
Initial Shareholders(1)
|
| | | | 8,750,000 | | | | | | 20.0% | | | | | $ | 21,396 | | | | | | —% | | | | | $ | 0.002 | | |
Public Shareholders
|
| | | | 35,000,000 | | | | | | 80.0% | | | | | | 350,000,000 | | | | | | 100.0% | | | | | $ | 10.000 | | |
| | | | | 43,750,000 | | | | | | 100.0% | | | | | $ | 350,000,000 | | | | | | 100.0% | | | | | | | | |
| Numerator: | | | | | | | |
|
Net tangible book value (deficit) before this offering
|
| | | $ | (691,954) | | |
|
Proceeds from this offering and the sale of the private placement warrants, net of expenses(1)
|
| | | | 350,750,000 | | |
|
Offering costs excluded from net tangible book value before this offering
|
| | | | 698,896 | | |
|
Less: deferred underwriters’ commissions payable
|
| | | | (12,250,000) | | |
|
Less: amount of Class A ordinary shares subject to redemption to maintain net tangible assets of $5,000,001(2)
|
| | | | (350,000,000) | | |
| | | | | $ | (11,493,058) | | |
| Denominator: | | | | | | | |
|
Class B ordinary shares outstanding prior to this offering
|
| | | | 10,062,500 | | |
|
Shares forfeited if over-allotment is not exercised
|
| | | | 1,312,500 | | |
|
Class A ordinary shares included in the units offered
|
| | | | 35,000,000 | | |
|
Class A ordinary shares included in placement units offered
|
| | | | — | | |
|
Less: Class A ordinary shares subject to redemption to maintain net tangible assets of $5,000,001
|
| | | | (35,000,000) | | |
| | | | | | 8,750,000 | | |
| | |
September 30, 2021
|
| |||||||||
| | |
Actual
|
| |
As Adjusted(1)
|
| ||||||
Deferred underwriting discounts and commissions
|
| | | $ | — | | | | | $ | 12,250,000 | | |
Class A ordinary shares, subject to redemption, $0.0001 par value per
share, 0 and 35,000,000 shares subject to possible redemption, actual and adjusted, respectively(2) |
| | | | — | | | | | | 350,000,000 | | |
Shareholders’ equity: | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value per share, 1,000,000 shares authorized; none issued or outstanding, actual and as adjusted
|
| | | | — | | | | | | — | | |
Class A ordinary shares, $0.0001 par value per share, 800,000,000 shares authorized; no shares issued and outstanding (actual and as adjusted); (excluding 35,000,000 shares subject to redemption) (as adjusted)
|
| | | | — | | | | | | — | | |
Class B ordinary shares, $0.0001 par value, 199,000,000 shares authorized; 10,062,500 shares issued and outstanding (actual); 199,000,000 shares authorized; 10,000,000 issued and outstanding (as adjusted)(3)
|
| | | | 1,006 | | | | | | 875 | | |
Additional paid-in capital
|
| | | | 20,390 | | | | | | — | | |
Accumulated deficit
|
| | | | (14,454) | | | | | | (11,493,933) | | |
Total shareholders’ equity (deficit)
|
| | | $ | 6,942 | | | | | $ | (11,493,933) | | |
Total capitalization
|
| | | $ | 6,942 | | | | | $ | 350,756,942 | | |
| | | |
Redemptions in Connection
with our Initial Business Combination |
| |
Other Permitted Purchases
of Public Shares by us or our Affiliates |
| |
Redemptions if we fail
to Complete an Initial Business Combination |
|
|
Calculation of redemption price
|
| | Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. | | | If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market prior to or following completion of our initial business combination. There is | | | If we are unable to complete our business combination within the completion window, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per public share | |
| | | |
Redemptions in Connection
with our Initial Business Combination |
| |
Other Permitted Purchases
of Public Shares by us or our Affiliates |
| |
Redemptions if we fail
to Complete an Initial Business Combination |
|
| | | | In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per public share), including interest earned on the funds held in the trust account and not previously released to us to make permitted withdrawals, divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place, if all of the redemptions would cause our net tangible assets to be less than $5,000,001 and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination. | | | no limit to the prices that our sponsor, directors, officers, advisors or their affiliates may pay in these transactions. | | | including interest earned on the funds held in the trust account and not previously released to us to make permitted withdrawals (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares. | |
|
Impact to remaining shareholders
|
| | The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting commissions and interest withdrawn to make permitted withdrawals payable (to the extent not paid from amounts accrued as | | | If the permitted purchases described above are made there would be no impact to our remaining shareholders because the purchase price would not be paid by us. | | | The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial shareholders, who will be our only remaining shareholders after such redemptions. | |
| | | |
Redemptions in Connection
with our Initial Business Combination |
| |
Other Permitted Purchases
of Public Shares by us or our Affiliates |
| |
Redemptions if we fail
to Complete an Initial Business Combination |
|
| | | | interest on the funds held in the trust account). | | | | | | | |
| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
|
Escrow of offering proceeds
|
| | The NYSE rules provide that at least 90% of the gross proceeds from this offering and the private placement be deposited in a U.S.-based trust account. $350,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee. | | | Approximately $297,675,000 of the offering proceeds would be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account. | |
|
Investment of net proceeds
|
| | $350,000,000 of the net offering proceeds and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury obligations 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. | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. | |
|
Receipt of interest on escrowed funds
|
| | Interest on proceeds from the trust account to be paid to shareholders is reduced by (i) any permitted withdrawals, and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | | | Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. | |
| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
|
Limitation on fair value or net assets of target business
|
| |
The NYSE rules require that our initial business combination must occur be with one or more target businesses that together have a fair market value equal to at least 80% of the net assets in the trust account (excluding the amount of any deferred underwriting commissions held in trust and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in
connection with our initial business combination. |
| | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. | |
| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
|
Trading of securities issued
|
| | The units will begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and public warrants will begin separate trading on the 52nd day following the date of this prospectus unless the representative informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option. | | | No trading of the units or the underlying Class A ordinary shares and public warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. | |
| | | | Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. | | | | |
|
Exercise of the public warrants
|
| | The public warrants cannot be exercised until the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering. | | | The public warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. | |
|
Election to remain an investor
|
| | We will provide our public shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to make permitted withdrawals, subject to | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a | |
| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | | the limitations described herein. We may not be required by law to hold a shareholder vote. If we are not required by law and do not otherwise decide to hold a shareholder vote, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. | | | shareholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued. | |
| | | | If, however, we hold a shareholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the tender offer rules. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a shareholder vote, a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. If we seek shareholder approval, we will complete our initial business combination only if a majority of the outstanding ordinary shares voted are voted in favor of the business combination. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. A | | | | |
| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | | quorum for such meeting will consist of the holders present in person or by proxy of our outstanding ordinary shares representing a majority of the voting power of all of our outstanding ordinary shares entitled to vote at such meeting. | | | | |
|
Business combination deadline
|
| | If we are unable to complete an initial business combination within the completion window, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to make permitted withdrawals (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. | | | If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors. | |
|
Release of funds
|
| | Except with respect to interest earned on the funds held in the trust account that may be released to us to make permitted withdrawals, the proceeds from this offering held in the trust account will not be released from the trust account until the earliest | | | The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. | |
| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | | of (i) the completion of our initial business combination (including the release of funds to pay any amounts due to any public shareholders who properly exercise their redemption rights in connection therewith), (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association that would affect the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window and (iii) the redemption of our public shares if we are unable to complete our initial business combination within the completion window, subject to applicable law. | | | | |
|
Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold a shareholder vote
|
| | If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares (more than an aggregate of 15% of the shares sold in this offering). Our public shareholders’ inability to redeem Excess Shares will reduce their influence over our ability to complete our initial business combination and they could suffer a material loss on their | | | Most blank check companies provide no restrictions on the ability of shareholders to redeem shares based on the number of shares held by such shareholders in connection with an initial business combination. | |
| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | | investment in us if they sell Excess Shares in open market transactions. | | | | |
|
Tendering share certificates in connection with a tender offer or redemption rights
|
| | We may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders or up to two business days prior to the initially scheduled vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. | | | In order to perfect redemption rights in connection with their business combinations, holders could vote against a proposed business combination and check a box on the proxy card indicating such holders were seeking to exercise their redemption rights. After the business combination was approved, the company would contact such shareholders to arrange for them to deliver their certificate to verify ownership. | |
Name
|
| |
Age
|
| |
Position
|
|
Sanjay Patel* | | |
60
|
| | Chief Executive Officer and Executive Chairman of Board of Directors | |
James Crossen* | | |
48
|
| | Chief Financial Officer and Chief Accounting Officer | |
Brooke Sorensen | | |
40
|
| | Director Nominee | |
Henrique De Castro | | |
56
|
| | Director Nominee | |
Laurie Ann Goldman | | |
58
|
| | Director Nominee | |
Steven LeBlanc | | |
64
|
| | Director Nominee | |
Name of Individual
|
| |
Entity Name
|
| |
Entity’s Business
|
| |
Affiliation
|
|
Sanjay Patel | | | Apollo Global Management, Inc. | | | Investment | | | Chairman International and Senior Partner of Private Equity | |
| | | Tegra Apparel | | | Clothing | | | Director | |
| | | APSG I | | | Special purpose acquisition company | | | Chief Executive Officer and Director | |
| | | APSG II | | | Special purpose acquisition company | | | Chief Executive Officer and Director | |
James Crossen | | | Apollo Global Management, Inc. | | | Investment | | | Chief Financial Officer for Private Equity and Real Assets | |
| | | APSG I | | | Special purpose acquisition company | | | Chief Financial Officer | |
| | | APSG II | | | Special purpose acquisition company | | | Chief Financial Officer | |
| | | Spartan III | | | Special purpose acquisition company | | | Chief Financial Officer | |
| | | Acropolis | | | Special purpose acquisition company | | | Chief Financial Officer | |
| | | Delphi | | | Special purpose acquisition company | | | Chief Financial Officer | |
Brooke Sorensen | | | Apollo Global Management, Inc. | | | Investment | | | Managing Director | |
Henrique De Castro | | | Santander S.A | | | Finance | | | Director | |
| | | Finserv, Inc. | | | Finance | | | Director | |
Name of Individual
|
| |
Entity Name
|
| |
Entity’s Business
|
| |
Affiliation
|
|
Laurie Ann Goldman | | | Joe & the Juice | | | Food and Drinks | | | Director | |
| | | 101 Studios | | | Entertainment | | | Director | |
| | | ClubCorp | | | Golf | | | Director | |
| | | Newlight Technologies | | | Plastics | | | Director | |
| | | Terminex | | | Pest Control | | | Director | |
| | | GUESS? | | | Retail | | | Director | |
Steven LeBlanc | | | CapRidge Partners | | | Investment | | | Founder Partner and Senior Advisor | |
| | | Blue Sage Capital | | | Investment | | | Advisory Board Member | |
| | | Capital Creek Partners, LLC | | | Investment | | | Advisory Board Member | |
| | | SineCera Capital | | | Investment | | | Advisory Board Member | |
| | | Monday Properties | | | Real estate | | | Advisory Board Member | |
| | | The Barvin Group | | | Real estate | | | Advisory Board Member | |
| | | Michael Stores, Inc. | | | Retail | | | Board Member | |
| | | 35 South Capital | | | Real Estate/Investment | | | Chairman | |
| | | East Avenue Ventures | | | Real Estate/Investment | | | Partner | |
| | |
Before Offering
|
| |
After Offering
|
| ||||||||||||||||||
Name and Address of Beneficial Owner(1)
|
| |
Number of
Shares Beneficially Owned(2) |
| |
Approximate
Percentage of Outstanding Ordinary Shares |
| |
Number of
Shares Beneficially Owned(2) |
| |
Approximate
Percentage of Outstanding Ordinary Shares |
| ||||||||||||
APSG Sponsor III, L.P. (our sponsor)(3)
|
| | | | 9,987,500 | | | | | | 99.25% | | | | | | 8,675,000 | | | | | | 19.82% | | |
Sanjay Patel
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
James Crossen
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Brooke Sorensen
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Henrique De Castro
|
| | | | 25,000 | | | | | | * | | | | | | 25,000 | | | | | | * | | |
Laurie Ann Goldman
|
| | | | 25,000 | | | | | | * | | | | | | 25,000 | | | | | | * | | |
Steven LeBlanc
|
| | | | 25,000 | | | | | | * | | | | | | 25,000 | | | | | | * | | |
All directors, director nominees and executive officers as a group (6 Individuals)
|
| | | | 75,000 | | | | | | *% | | | | | | 75 | | | | | | *% | | |
Underwriter
|
| |
Number of
Units |
| |||
Credit Suisse Securities (USA) LLC
|
| | | | | | |
Apollo Global Securities, LLC
|
| | | | | | |
BofA Securities, Inc.
|
| | | | | | |
Goldman Sachs & Co. LLC
|
| | | | | | |
RBC Capital Markets, LLC
|
| | | | | | |
Siebert Williams Shank & Co., LLC
|
| | | | | | |
American Veterans Group
|
| | | | | | |
Total
|
| | | | 35,000,000 | | |
| | |
Paid by Apollo Strategic Growth Capital III
|
| |||||||||
| | |
No Exercise
|
| |
Full Exercise
|
| ||||||
Per Unit(1)
|
| | | $ | 0.55 | | | | | $ | 0.55 | | |
Total(1) | | | | $ | 19,250,000 | | | | | $ | 22,137,500 | | |
| | |
Page
|
| |||
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | |
| | |
September 30,
2021 |
| |
December 31,
2020 |
| ||||||
| | |
(unaudited)
|
| | | | | | | |||
ASSETS | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash
|
| | | $ | 19,900 | | | | | $ | — | | |
Due from Sponsor
|
| | | | — | | | | | | 19,900 | | |
Total current assets
|
| | | | 19,900 | | | | | | 19,900 | | |
Deferred offering costs
|
| | | | 698,896 | | | | | | 398,000 | | |
Total assets
|
| | | $ | 718,796 | | | | | $ | 417,900 | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable and accrued expenses
|
| | | $ | 12,958 | | | | | $ | 1,830 | | |
Accrued offering costs
|
| | | | 555,520 | | | | | | 398,000 | | |
Advances - related party
|
| | | | 143,376 | | | | | | — | | |
Total liabilities
|
| | | | 711,854 | | | | | | 399,830 | | |
Shareholders’ equity: | | | | | | | | | | | | | |
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued
and outstanding |
| | | | — | | | | | | — | | |
Class A ordinary shares, $0.0001 par value, 800,000,000 shares authorized, none issued and outstanding
|
| | | | — | | | | | | — | | |
Class B ordinary shares, $0.0001 par value, 199,000,000 shares authorized, 10,062,500 shares issued and outstanding(1)(2)
|
| | | | 1,006 | | | | | | 1,006 | | |
Additional paid-in capital
|
| | | | 20,390 | | | | | | 20,390 | | |
Accumulated deficit
|
| | | | (14,454) | | | | | | (3,326) | | |
Total shareholders’ equity
|
| | | | 6,942 | | | | | | 18,070 | | |
Total liabilities and shareholders’ equity
|
| | | $ | 718,796 | | | | | $ | 417,900 | | |
| | |
For the Three
Months Ended September 30, 2021 |
| |
For the Nine
Months Ended September 30, 2021 |
| |
Period From
July 30, 2020 (Inception) Through December 31, 2020 |
| |||||||||
| | |
(unaudited)
|
| |
(unaudited)
|
| |
(audited)
|
| |||||||||
Formation and operating costs
|
| | | | — | | | | | | 11,128 | | | | | | 3,326 | | |
Net loss
|
| | | $ | — | | | | | $ | (11,128) | | | | | $ | (3,326) | | |
Weighted average shares outstanding, basic and
|
| | | | | | | | | | | | | | | | | | |
diluted(1)(2)(3)
|
| | | | 8,750,000 | | | | | | 8,750,000 | | | | | | 8,750,000 | | |
Basic and diluted net loss per ordinary share
|
| | | $ | — | | | | | $ | (0.00) | | | | | $ | (0.00) | | |
| | |
Class B
Ordinary Shares(1)(2) |
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Shareholders’
Equity |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance as of July 30, 2020
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B ordinary shares to Sponsor
|
| | | | 10,062,500 | | | | | | 1,006 | | | | | | 18,894 | | | | | | — | | | | | | 19,900 | | |
Capital contributions
|
| | | | — | | | | | | — | | | | | | 1,496 | | | | | | — | | | | | | 1,496 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (3,326) | | | | | | (3,326) | | |
| | | | | 10,062,500 | | | | | | 1,006 | | | | | | 20,390 | | | | | | (3,326) | | | | | | 18,070 | | |
Balance as of December 31, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (11,128) | | | | | | (11,128) | | |
Balance as of September 30, 2021
|
| | | | 10,062,500 | | | | | $ | 1,006 | | | | | $ | 20,390 | | | | | $ | (14,454) | | | | | $ | 6,942 | | |
| | |
For the Nine
Months Ended September 30, 2021 |
| |
Period from
July 30, 2020 (inception) to December 31, 2020 |
| ||||||
| | |
(unaudited)
|
| | | | | | | |||
Cash Flows From Operating Activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (11,128) | | | | | $ | (3,326) | | |
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
| | | | | | | | | | | | |
Formation and operating costs paid by related parties
|
| | | | — | | | | | | 1,496 | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Accounts payable and accrued expenses
|
| | | | 11,128 | | | | | | 1,830 | | |
Net Cash Used In Operating Activities
|
| | | | — | | | | | | — | | |
Cash Flows From Financing Activities: | | | | | | | | | | | | | |
Receipt of due from Sponsor
|
| | | | 19,900 | | | | | | — | | |
Net Cash Provided By Financing Activities
|
| | | | 19,900 | | | | | | — | | |
Net change in cash
|
| | | | 19,900 | | | | | | — | | |
Cash at beginning of year
|
| | | | — | | | | | | — | | |
Cash at end of year
|
| | | $ | 19,900 | | | | | $ | — | | |
Supplemental disclosure of non-cash financing activities: | | | | | | | | | | | | | |
Operating costs paid by related party which were recorded as contributed capital and charged to additional paid-in capital
|
| | | $ | — | | | | | $ | 1,496 | | |
Deferred offering costs included in accrued offering costs
|
| | | $ | 157,520 | | | | | $ | 398,000 | | |
Deferred offering costs paid through Advances - Related Party
|
| | | $ | 143,376 | | | | | $ | — | | |
Due from Sponsor
|
| | | $ | — | | | | | $ | 19,900 | | |
|
Siebert Williams Shank
|
| |
American Veterans Group
|
|
|
SEC expenses
|
| | | $ | 37,312 | | |
|
FINRA expenses
|
| | | | 69,500 | | |
|
Accounting fees and expenses
|
| | | | 40,000 | | |
|
Printing and engraving expenses
|
| | | | 35,000 | | |
|
Travel and road show expenses
|
| | | | 5,000 | | |
|
Directors’ & Officers’ liability insurance premiums(1)
|
| | | | 700,000 | | |
|
Legal fees and expenses
|
| | | | 400,000 | | |
|
NYSE listing and filing fees
|
| | | | 85,000 | | |
|
Miscellaneous
|
| | | | 39,438 | | |
|
Total
|
| | | $ | 1,411,250 | | |
Exhibit
Number |
| |
Description
|
|
1.1 | | | | |
3.1 | | | | |
3.2 | | | Form of Second Amended and Restated Memorandum and Articles of Association of the Registrant.* | |
4.1 | | | | |
4.2 | | | | |
4.3 | | | | |
4.4 | | | Form of Public Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.* | |
4.5 | | | Form of Private Placement Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.* | |
5.1 | | | | |
5.2 | | | | |
10.1 | | | Amended and Restated Promissory Note, dated December 8, 2021, by and between Apollo Strategic Growth Capital III as the maker and APSG Sponsor III, L.P. as the payee.* | |
10.2 | | | | |
10.3 | | | Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.* | |
10.4 | | | | |
10.5 | | | | |
10.6 | | | | |
10.7 | | | | |
23.1 | | | | |
23.2 | | | | |
23.3 | | | | |
24 | | | | |
99.1 | | | | |
99.2 | | | | |
99.3 | | | | |
99.4 | | | |
|
Name
|
| |
Position
|
| |
Date
|
|
|
/s/ Sanjay Patel
Sanjay Patel
|
| |
Chief Executive Officer and Director (Principal Executive Officer)
|
| |
January 5, 2022
|
|
|
/s/ James Crossen
James Crossen
|
| |
Chief Financial Officer
(Principal Financial and Accounting Officer) |
| |
January 5, 2022
|
|
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in the Prospectus constituting a part of this Registration Statement on Amendment No. 2 to Form S-1 of our report dated December 14, 2021, relating to the financial statements of Apollo Strategic Growth Capital III, which is contained in that Prospectus. We also consent to the reference to our firm under the caption “Experts” in the Prospectus.
/s/ WithumSmith+Brown, PC | |
New York, New York | |
January 5, 2022 |