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): May 5, 2023
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, 42nd Floor New York, NY |
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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications 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-commencement 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 | ||
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| Warrants | 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 ☒
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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 5, 2023, Apollo Strategic Growth Capital II (the “Company”) held an extraordinary general meeting of the Company’s shareholders (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, the Company’s shareholders approved amendments (the “Articles Amendment”) to the Company’s Fourth Amended and Restated Memorandum and Articles of Association (the “Articles”) to (i) extend the date by which the Company must consummate its initial business combination from May 12, 2023 to February 12, 2024, or such earlier date as determined by the Company’s board of directors in its sole and absolute discretion (the “Extension Amendment Proposal”), and (ii) eliminate the limitation that the Company shall not redeem its Class A ordinary shares included as part of the units sold in the Company’s initial public offering that was consummated on February 12, 2021 to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation Amendment Proposal”).
Under Cayman Islands law, the Articles Amendment took effect upon approval of the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal. Accordingly, the Company now has until February 12, 2024 to consummate its initial business combination. The foregoing description is qualified in its entirety by reference to the Articles Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description of Exhibits | |
| 3.1 | Amendment to the Fourth Amended and Restated Memorandum and Articles of Association | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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: May 10, 2023 | ||||
| By: | /s/ James Crossen | |||
| Name: | James Crossen | |||
| Title: | Chief Financial Officer | |||
EXHIBIT 3.1
Apollo Strategic Growth Capital ii
(the "Company")
| extract of the minutes of an extraordinary general meeting of the company held ON 5 may 2023 |
Sanjay Patel, the acting Chairman at the Extraordinary General Meeting of the Company held on 5 May 2023 (the "Meeting"), hereby certifies that this is a true extract of the minutes of the Meeting:
| 1.1 | PROPOSAL 1 – THE EXTENSION AMENDMENT PROPOSAL |
| 1.2 | As a special resolution THAT, effective immediately, the Fourth Amended and Restated Memorandum and Articles of Association of the Company be amended by: |
| (a) | amending Article 1 by deleting the following words from the definition of “Completion Window”: |
“the date that is the later of (i) 24 months after such closing date of the Offering and (ii) 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 Offering but has not completed the initial Business Combination within such 24 month period, the date that is 27 months after such closing date of the Offering.”
| (b) | and replacing them with the words: |
“February 12, 2024, or such earlier date as determined by the Directors in their sole and absolute discretion.”
| 1.3 | PROPOSAL 2 - THE REDEMPTION LIMITATION AMENDMENT PROPOSAL |
| 1.4 | As a special resolution THAT, effective immediately, the Fourth Amended and Restated Memorandum and Articles of Association of the Company be amended by: |
| (a) | amending Article 1 by deleting in its entirety the following sentence: |
“Redemption Limitation” has the meaning ascribed to it in Article 21.”;
| (b) | amending Article 21 by deleting the following words: |
“; provided, however, that the Company will only redeem Offering Shares so long as (after such redemption), the net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (or any successor rule)), of the Company, or of any entity that succeeds the Company as a public company, will be at least $5,000,001 either immediately prior to or upon consummation of the initial Business Combination or any greater net tangible asset or cash requirement which may be contained in the agreement relating to the initial Business Combination (such limitation hereinafter called the "Redemption Limitation")”;
| (c) | amending Article 26 by deleting the following words: |
| 1 |
“if the Redemption Limitation is not exceeded.”
and replacing them with the words:
“with the sanction of an Ordinary Resolution.”; and
| (d) | deleting in its entirety the following sentence of Article 30: |
“The Company’s ability to provide such opportunity is subject to the Redemption Limitation.”
| 2. | voting |
| 2.1 | The Resolutions were put to the meeting and each Resolution was carried. |
Capitalised terms have the same meaning as defined in the minutes of the Meeting. Paragraph numbers of the extract do not correspond with those in the minutes of the Meeting.
[remainder of page left intentionally blank]
| 2 |
| /s/ Sanjay Patel |
| Sanjay Patel, Chairman |
| 3 |