|
Cayman Islands
|
| |
6770
|
| |
98-0598290
|
|
|
(State or other jurisdiction
of incorporation or organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(I.R.S. Employer
Identification Number) |
|
|
Gregory A. Ezring, Esq.
Raphael M. Russo, Esq. Brian M. Janson, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019 (212) 373-3000 |
| |
Joel L. Rubinstein, Esq.
F. Holt Goddard, Esq. Daniel E. Nussen, Esq. White & Case LLP 1221 Avenue of the Americas New York, NY 10020 (212) 819-8200 |
|
| Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ | |
| Non-accelerated filer | | | ☒ | | |
Smaller reporting company
|
| | ☒ | |
| | | | | | |
Emerging growth company
|
| | ☒ | |
| | ||||||||||||||||
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, $0.00005 par value, and one-third of one warrant(2)
|
| | |
86,250,000 Units
|
| | |
$10.00
|
| | |
$862,500,000
|
| | |
$111,952.50
|
|
Class A ordinary shares included as part of the units(3)
|
| | |
86,250,000 Shares
|
| | |
—
|
| | |
—
|
| | |
—(4)
|
|
Warrants included as part of the units(3)
|
| | |
28,750,000 Warrants
|
| | |
—
|
| | |
—
|
| | |
—(4)
|
|
Total
|
| | | | | | | | | | |
$862,500,000
|
| | |
$111,952.50
|
|
| | |
Per Unit
|
| |
Total
|
| ||||||
Public offering price
|
| | | $ | 10.00 | | | | | $ | 750,000,000 | | |
Underwriting discounts and commissions(1)
|
| | | $ | 0.55 | | | | | $ | 41,250,000 | | |
Proceeds, before expenses, to Apollo Strategic Growth Capital
|
| | | $ | 9.45 | | | | | $ | 708,750,000 | | |
| Apollo Global Securities | | |
Deutsche Bank Securities
|
|
| | | | | 1 | | | |
| | | | | 30 | | | |
| | | | | 64 | | | |
| | | | | 65 | | | |
| | | | | 68 | | | |
| | | | | 68 | | | |
| | | | | 70 | | | |
| | | | | 71 | | | |
| | | | | 77 | | | |
| | | | | 104 | | | |
| | | | | 113 | | | |
| | | | | 116 | | | |
| | | | | 119 | | | |
| | | | | 141 | | | |
| | | | | 154 | | | |
| | | | | 162 | | | |
| | | | | 162 | | | |
| | | | | 162 | | | |
| | | | | F-1 | | |
| | |
As of June 30, 2020
|
| |||
Balance Sheet Data: | | | |||||
Working capital deficit
|
| | | $ | — | | |
Total assets
|
| | | $ | — | | |
Total liabilities
|
| | | $ | — | | |
Value of ordinary shares subject to possible redemption.
|
| | | $ | — | | |
Total shareholder’s equity
|
| | | $ | — | | |
| | |
Without Over-
Allotment Option |
| |
Over-Allotment
Option Fully Exercised |
| ||||||
Gross proceeds | | | | | | | | | | | | | |
Gross proceeds from units offered to public(1)
|
| | | $ | 750,000,000 | | | | | $ | 862,500,000 | | |
Gross proceeds from private placement warrants offered in the private placement
|
| | | | 17,000,000 | | | | | | 19,250,000 | | |
Total gross proceeds
|
| | | $ | 767,000,000 | | | | | $ | 881,750,000 | | |
Offering expenses(2) | | | | | | | | | | | | | |
Underwriting discounts and commissions (2.0% of gross proceeds from units offered to public, excluding deferred portion)(3)
|
| | | $ | 15,000,000 | | | | | $ | 17,250,000 | | |
Legal fees and expenses
|
| | | | 500,000 | | | | | | 500,000 | | |
Printing and engraving expenses
|
| | | | 35,000 | | | | | | 35,000 | | |
Accounting fees and expenses
|
| | | | 35,000 | | | | | | 35,000 | | |
SEC/FINRA Expenses
|
| | | | 322,270 | | | | | | 322,270 | | |
Travel and road show
|
| | | | 20,000 | | | | | | 20,000 | | |
NYSE listing and filing fees
|
| | | | 85,000 | | | | | | 85,000 | | |
Director and Officer liability insurance premiums
|
| | | | 200,000 | | | | | | 200,000 | | |
Miscellaneous
|
| | | | 2,730 | | | | | | 2,730 | | |
Total offering expenses (excluding underwriting discounts and commissions)
|
| | | $ | 1,200,000 | | | | | $ | 1,200,000 | | |
Proceeds after offering expenses
|
| | | $ | 750,800,000 | | | | | $ | 863,300,000 | | |
Held in trust account(3)
|
| | | $ | 750,000,000 | | | | | $ | 862,500,000 | | |
% of public offering size
|
| | | | 100% | | | | | | 100% | | |
Not held in trust account
|
| | | $ | 800,000 | | | | | $ | 800,000 | | |
| | |
Amount
|
| |
% of Total
|
| ||||||
Legal, accounting, due diligence, travel and other expenses in connection with any business combination(5)
|
| | | | 225,000 | | | | | | 28.1% | | |
Legal and accounting fees related to regulatory reporting obligations
|
| | | | 175,000 | | | | | | 21.9% | | |
Payment for office space, administrative and support services
|
| | | | 200,000 | | | | | | 25.0% | | |
Reserve for liquidation expenses
|
| | | | 100,000 | | | | | | 12.5% | | |
NYSE continued listing fees
|
| | | | 85,000 | | | | | | 10.6% | | |
Working capital to cover miscellaneous expenses (including taxes net of anticipated interest income)
|
| | | | 15,000 | | | | | | 1.9% | | |
Total
|
| | | $ | 800,000 | | | | | | 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
|
| | | | 0.00 | | | | | | 0.00 | | |
Increase attributable to public shareholders
|
| | | | 9.77 | | | | | | 9.80 | | |
Decrease attributable to public shares subject to redemption
|
| | | | (10.00) | | | | | | (10.00) | | |
Pro forma net tangible book value after this offering and the sale of the private
placement warrants |
| | | $ | 0.23 | | | | | $ | 0.20 | | |
Dilution to public shareholders and sale of the private placement warrants
|
| | | $ | 9.77 | | | | | $ | 9.80 | | |
| | |
Shares Purchased
|
| |
Total Consideration
|
| |
Average
|
| |||||||||||||||||||||
| | |
Number
|
| |
Percentage
|
| |
Amount
|
| |
Percentage
|
| |
Price Per Share
|
| |||||||||||||||
Initial Shareholders(1)
|
| | | | 18,750,000 | | | | | | 20.0% | | | | | $ | — | | | | | | —% | | | | | $ | 0.000 | | |
Public Shareholders
|
| | | | 75,000,000 | | | | | | 80.0% | | | | | | 750,000,000 | | | | | | 100.0% | | | | | $ | 10.000 | | |
| | | | | 93,750,000 | | | | | | 100.0% | | | | | $ | 750,000,000 | | | | | | 100.0% | | | | | | | | |
| Numerator: | | | | | | | |
|
Net tangible book value (deficit) before this offering
|
| | | $ | — | | |
|
Proceeds from this offering and the sale of the private placement warrants, net of expenses(1)
|
| | | | 750,800,000 | | |
|
Offering costs excluded from net tangible book value before this offering
|
| | | | — | | |
|
Less: deferred underwriters’ commissions payable
|
| | | | (26,250,000) | | |
|
Less: amount of Class A ordinary shares subject to redemption to maintain net tangible
assets of $5,000,001(2) |
| | | | (719,549,990) | | |
| | | | | $ | 5,000,010 | | |
| Denominator: | | | | | | | |
|
Shares of Class B ordinary shares outstanding prior to this offering
|
| | | | 21,562,500 | | |
|
Shares forfeited if over-allotment is not exercised
|
| | | | (2,812,500) | | |
|
Shares of Class A ordinary shares included in the units offered
|
| | | | 75,000,000 | | |
|
Shares of 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
|
| | | | (71,954,999) | | |
| | | | | | 21,795,001 | | |
| | |
June 30, 2020
|
| |||||||||
| | |
Actual
|
| |
As Adjusted(1)
|
| ||||||
Deferred underwriting discounts and commissions
|
| | | $ | — | | | | | $ | 26,250,000 | | |
Class A ordinary shares, subject to redemption, $0.00005 par value per share, 0 and 71,954,999 shares subject to possible redemption, actual and adjusted, respectively(2)
|
| | | | — | | | | | | 719,549,990 | | |
Shareholders’ equity: | | | | | | | | | | | | | |
Preferred stock, $0.00005 par value per share, 1,000,000 shares authorized; none
issued or outstanding, actual and as adjusted |
| | | | — | | | | | | — | | |
Class A ordinary shares, $0.00005 par value per share, 300,000,000 shares authorized; no shares issued and outstanding (actual); 300,000,000 shares authorized; 3,045,001 shares issued and outstanding (excluding 71,954,999 shares subject to redemption) (as adjusted)
|
| | | | — | | | | | | 152 | | |
Class B ordinary shares, $0.00005 par value, 60,000,000 shares authorized; 21,562,500 shares issued and outstanding (actual); 60,000,000 shares authorized; 18,750,000 issued and outstanding (as adjusted)(3)
|
| | | | 1,078 | | | | | | 938 | | |
Additional paid-in capital
|
| | | | 30,824 | | | | | | 5,030,822 | | |
Accumulated deficit
|
| | | | (31,902) | | | | | | (31,902) | | |
Total shareholders’ equity
|
| | | $ | — | | | | | $ | 5,000,010 | | |
Total capitalization
|
| | | $ | — | | | | | $ | 750,800,000 | | |
| | |
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. 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 | | | 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 no limit to the prices that our sponsor, directors, officers, advisors or their affiliates may pay in these transactions. | | | If we are unable to completed 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 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. | |
| | |
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 |
|
| | | 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. | | | | | | | |
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 interest on the funds held in the trust account). | | | 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. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
Escrow of offering proceeds
|
| | The rules of the NYSE 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. $750,000,000 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 $637,875,000 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
|
| | $750,000,000 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. | |
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 | | | 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
|
|
| | | connection with our initial business combination. | | | | |
Trading of securities issued
|
| |
The units will begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units 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, which is anticipated to take place three business days from the date of this prospectus. 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.
Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination.
|
| | No trading of the units or the underlying Class A ordinary shares and 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. | |
Exercise of the warrants
|
| | The 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 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 | | | 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 | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | 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 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. | | | 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 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 | | | | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | |
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 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. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
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 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. | | | 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. | |
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% | | | 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
|
|
| | | 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 investment in us if they sell Excess Shares in open market transactions. | | | | |
Tendering stock 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* | | |
59
|
| | Chief Executive Officer and Director | |
James Crossen* | | |
47
|
| | Chief Financial Officer and Chief Accounting Officer | |
Scott Kleinman | | |
47
|
| | Executive Chairman of Board of Directors | |
Jennifer Fleiss | | |
37
|
| | Director | |
Mitch Garber | | |
56
|
| | Director | |
James H. Simmons III | | |
53
|
| | Director | |
| | |
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, L.P. (our sponsor)(3)
|
| | | | 21,487,500 | | | | | | 99.65% | | | | | | 18,675,000 | | | | | | 19.92% | | |
Sanjay Patel
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
James Crossen
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Scott Kleinman
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Jennifer Fleiss
|
| | | | 25,000 | | | | | | * | | | | | | 25,000 | | | | | | * | | |
Mitch Garber
|
| | | | 25,000 | | | | | | * | | | | | | 25,000 | | | | | | * | | |
James Simmons
|
| | | | 25,000 | | | | | | * | | | | | | 25,000 | | | | | | * | | |
All directors, director nominees and executive officers as a group (6 Individuals)
|
| | | | 75,000 | | | | | | * | | | | | | 75,000 | | | | | | * | | |
Redemption Date
(period to expiration of warrants) |
| |
Fair Market Value of Class A Ordinary Shares
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
|
≤$10.00
|
| |
$11.00
|
| |
$12.00
|
| |
$13.00
|
| |
$14.00
|
| |
$15.00
|
| |
$16.00
|
| |
$17.00
|
| |
≥$18.00
|
| |||||||||||||||||||||||||||||
60 months
|
| | | | 0.261 | | | | | | 0.281 | | | | | | 0.297 | | | | | | 0.311 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
57 months
|
| | | | 0.257 | | | | | | 0.277 | | | | | | 0.294 | | | | | | 0.310 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
54 months
|
| | | | 0.252 | | | | | | 0.272 | | | | | | 0.291 | | | | | | 0.307 | | | | | | 0.322 | | | | | | 0.335 | | | | | | 0.347 | | | | | | 0.357 | | | | | | 0.361 | | |
51 months
|
| | | | 0.246 | | | | | | 0.268 | | | | | | 0.287 | | | | | | 0.304 | | | | | | 0.320 | | | | | | 0.333 | | | | | | 0.346 | | | | | | 0.357 | | | | | | 0.361 | | |
48 months
|
| | | | 0.241 | | | | | | 0.263 | | | | | | 0.283 | | | | | | 0.301 | | | | | | 0.317 | | | | | | 0.332 | | | | | | 0.344 | | | | | | 0.356 | | | | | | 0.361 | | |
45 months
|
| | | | 0.235 | | | | | | 0.258 | | | | | | 0.279 | | | | | | 0.298 | | | | | | 0.315 | | | | | | 0.330 | | | | | | 0.343 | | | | | | 0.356 | | | | | | 0.361 | | |
42 months
|
| | | | 0.228 | | | | | | 0.252 | | | | | | 0.274 | | | | | | 0.294 | | | | | | 0.312 | | | | | | 0.328 | | | | | | 0.342 | | | | | | 0.355 | | | | | | 0.361 | | |
39 months
|
| | | | 0.221 | | | | | | 0.246 | | | | | | 0.269 | | | | | | 0.290 | | | | | | 0.309 | | | | | | 0.325 | | | | | | 0.340 | | | | | | 0.354 | | | | | | 0.361 | | |
36 months
|
| | | | 0.213 | | | | | | 0.239 | | | | | | 0.263 | | | | | | 0.285 | | | | | | 0.305 | | | | | | 0.323 | | | | | | 0.339 | | | | | | 0.353 | | | | | | 0.361 | | |
33 months
|
| | | | 0.205 | | | | | | 0.232 | | | | | | 0.257 | | | | | | 0.280 | | | | | | 0.301 | | | | | | 0.320 | | | | | | 0.337 | | | | | | 0.352 | | | | | | 0.361 | | |
30 months
|
| | | | 0.196 | | | | | | 0.224 | | | | | | 0.250 | | | | | | 0.274 | | | | | | 0.297 | | | | | | 0.316 | | | | | | 0.335 | | | | | | 0.351 | | | | | | 0.361 | | |
27 months
|
| | | | 0.185 | | | | | | 0.214 | | | | | | 0.242 | | | | | | 0.268 | | | | | | 0.291 | | | | | | 0.313 | | | | | | 0.332 | | | | | | 0.350 | | | | | | 0.361 | | |
24 months
|
| | | | 0.173 | | | | | | 0.204 | | | | | | 0.233 | | | | | | 0.260 | | | | | | 0.285 | | | | | | 0.308 | | | | | | 0.329 | | | | | | 0.348 | | | | | | 0.361 | | |
21 months
|
| | | | 0.161 | | | | | | 0.193 | | | | | | 0.223 | | | | | | 0.252 | | | | | | 0.279 | | | | | | 0.304 | | | | | | 0.326 | | | | | | 0.347 | | | | | | 0.361 | | |
18 months
|
| | | | 0.146 | | | | | | 0.179 | | | | | | 0.211 | | | | | | 0.242 | | | | | | 0.271 | | | | | | 0.298 | | | | | | 0.322 | | | | | | 0.345 | | | | | | 0.361 | | |
15 months
|
| | | | 0.130 | | | | | | 0.164 | | | | | | 0.197 | | | | | | 0.230 | | | | | | 0.262 | | | | | | 0.291 | | | | | | 0.317 | | | | | | 0.342 | | | | | | 0.361 | | |
12 months
|
| | | | 0.111 | | | | | | 0.146 | | | | | | 0.181 | | | | | | 0.216 | | | | | | 0.250 | | | | | | 0.282 | | | | | | 0.312 | | | | | | 0.339 | | | | | | 0.361 | | |
9 months
|
| | | | 0.090 | | | | | | 0.125 | | | | | | 0.162 | | | | | | 0.199 | | | | | | 0.237 | | | | | | 0.272 | | | | | | 0.305 | | | | | | 0.336 | | | | | | 0.361 | | |
6 months
|
| | | | 0.065 | | | | | | 0.099 | | | | | | 0.137 | | | | | | 0.178 | | | | | | 0.219 | | | | | | 0.259 | | | | | | 0.296 | | | | | | 0.331 | | | | | | 0.361 | | |
3 months
|
| | | | 0.034 | | | | | | 0.065 | | | | | | 0.104 | | | | | | 0.150 | | | | | | 0.197 | | | | | | 0.243 | | | | | | 0.286 | | | | | | 0.326 | | | | | | 0.361 | | |
0 months
|
| | | | — | | | | | | — | | | | | | 0.042 | | | | | | 0.115 | | | | | | 0.179 | | | | | | 0.233 | | | | | | 0.281 | | | | | | 0.323 | | | | | | 0.361 | | |
Underwriter
|
| |
Number of
Units |
| |||
Citigroup Global Markets Inc.
|
| | | | | | |
Credit Suisse Securities (USA) LLC
|
| | | | | | |
Goldman Sachs & Co. LLC
|
| | | | | | |
Apollo Global Securities, LLC
|
| | | | | | |
Deutsche Bank Securities Inc.
|
| | |||||
Siebert Williams Shank
|
| | | | | | |
Total
|
| | | | 75,000,000 | | |
| | |
Paid by Apollo Strategic Growth Capital
|
| |||||||||
| | |
No Exercise
|
| |
Full Exercise
|
| ||||||
Per Unit(1)
|
| | | $ | 0.55 | | | | | $ | 0.55 | | |
Total(1) | | | | $ | 41,250,000 | | | | | $ | 47,437,500 | | |
| | |
Page
|
| |||
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | |
| | |
June 30,
2020 |
| |
December 31,
2019 |
| |
December 31,
2018 |
| |||||||||
| | |
(unaudited)
|
| |
(audited)
|
| |
(audited)
|
| |||||||||
ASSETS: | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | |
Prepaid expenses
|
| | | $ | — | | | | | $ | 1,854 | | | | | $ | — | | |
Deferred offering costs
|
| | | | — | | | | | | — | | | | | | | | |
Total Assets
|
| | | $ | — | | | | | $ | 1,854 | | | | | $ | — | | |
LIABILITIES AND SHAREHOLDER’S EQUITY | | | | | | | | | | | | | | | | | | | |
Current Liabilities – Accrued offering costs
|
| | | $ | — | | | | | $ | — | | | | | $ | | | |
Commitments and contingencies | | | | | | | | | | | | | | | | | | | |
Shareholder’s Equity: | | | | | | | | | | | | | | | | | | | |
Preferred shares, $0.00005 par value; 1,000,000 shares authorized;
none issued and outstanding |
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
Class A ordinary shares, $0.00005 par value, 300,000,000 shares authorized, none issued and outstanding
|
| | | | — | | | | | | — | | | | | | — | | |
Class B ordinary shares, $0.00005 par value, 60,000,000 shares authorized, 21,562,500 shares issued and outstanding(1)(2)
|
| | | | 1,078 | | | | | | 1,078 | | | | | | 1,078 | | |
Additional paid-in capital
|
| | | | 30,824 | | | | | | 30,824 | | | | | | 27,117 | | |
Accumulated deficit
|
| | | | (31,902) | | | | | | (30,048) | | | | | | (28,195) | | |
Total Shareholder’s Equity
|
| | | | — | | | | | | 1,854 | | | | | | — | | |
Total Liabilities and Shareholder’s Equity
|
| | | $ | — | | | | | $ | 1,854 | | | | | $ | — | | |
| | |
For the Six
Months Ended June 30, 2020 |
| |
For the Six
Months Ended June 30, 2019 |
| |
For the
Year Ended December 31, 2019 |
| |
For the
Year Ended December 31, 2018 |
| ||||||||||||
| | |
(unaudited)
|
| |
(unaudited)
|
| |
(audited)
|
| |
(audited)
|
| ||||||||||||
REVENUE | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
EXPENSES | | | | | | | | | | | | | | | | | | | | | | | | | |
Formation and operating costs
|
| | | | 1,854 | | | | | | 1,853 | | | | | | 1,853 | | | | | | 1,854 | | |
Net loss
|
| | | $ | (1,854) | | | | | $ | (1,853) | | | | | $ | (1,853) | | | | | $ | (1,854) | | |
Weighted average shares outstanding, basic and diluted(1)(2)
|
| | | | 18,750,000 | | | | | | 18,750,000 | | | | | | 18,750,000 | | | | | | 18,750,000 | | |
Basic and diluted net loss per ordinary share
|
| | | $ | (0.00) | | | | | $ | (0.00) | | | | | $ | (0.00) | | | | | $ | (0.00) | | |
| | |
Class B Ordinary
Shares(1)(2) |
| |
Additional
Paid in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholder’s Equity |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance – January 1, 2018
|
| | | | 21,562,500 | | | | | $ | 1,078 | | | | | $ | 25,263 | | | | | $ | (26,341) | | | | | $ | — | | |
Capital contributions
|
| | | | — | | | | | | — | | | | | | 1,854 | | | | | | — | | | | | | 1,854 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (1,854) | | | | | | (1,854) | | |
Balance – December 31, 2018 (audited)
|
| | | | 21,562,500 | | | | | $ | 1,078 | | | | | $ | 27,117 | | | | | $ | (28,195) | | | | | $ | — | | |
Capital contributions
|
| | | | — | | | | | | — | | | | | | 3,707 | | | | | | — | | | | | | 3,707 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (1,853) | | | | | | (1,853) | | |
Balance – December 31, 2019 (audited)
|
| | | | 21,562,500 | | | | | $ | 1,078 | | | | | $ | 30,824 | | | | | $ | (30,048) | | | | | $ | 1,854 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (1,854) | | | | | | (1,854) | | |
Balance – June 30, 2020 (unaudited)
|
| | | | 21,562,500 | | | | | $ | 1,078 | | | | | $ | 30,824 | | | | | $ | (31,902) | | | | | $ | — | | |
For the six months ended June 30, 2019 | | | | | | | |||||||||||||||||||||||||
Balance – December 31, 2018 (audited)
|
| | | | 21,562,500 | | | | | $ | 1,078 | | | | | $ | 27,117 | | | | | $ | (28,195) | | | | | $ | — | | |
Capital contributions . . . . . . . . . . . . . . . . . .
|
| | | | — | | | | | | — | | | | | | 1,853 | | | | | | — | | | | | | 1,853 | | |
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | | — | | | | | | — | | | | | | — | | | | | | (1,853) | | | | | | (1,853) | | |
Balance – June 30, 2019 (unaudited)
|
| | | | 21,562,500 | | | | | $ | 1,078 | | | | | $ | 28,970 | | | | | $ | (30,048) | | | | | $ | — | | |
| | |
For the Six
Months Ended June 30, 2020 |
| |
For the Six
Months Ended June 30, 2019 |
| |
For the
Year Ended December 31, 2019 |
| |
For the
Year Ended December 31, 2018 |
| ||||||||||||
| | |
(unaudited)
|
| |
(unaudited)
|
| |
(audited)
|
| |
(audited)
|
| ||||||||||||
Cash Flows From Operating Activities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss
|
| | | $ | (1,854) | | | | | $ | (1,853) | | | | | $ | (1,853) | | | | | $ | (1,854) | | |
Adjustments to reconcile net loss to net cash provided by operating activities
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Formation and organization costs paid by related
parties |
| | | | — | | | | | | 1,853 | | | | | | 3,707 | | | | | | 1,854 | | |
Changes in operating assets and liabilities
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Prepaid expenses
|
| | | | 1,854 | | | | | | — | | | | | | — | | | | | | — | | |
Net Cash Provided By Operating Activities
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net change in cash
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Cash – Beginning of period
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Cash – End of period
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Supplemental Schedule of Non-Cash Financing Activities:
|
| | | | | | | | | | | | | | | | | | | | |||||
Operating costs paid by related party which were charged to additional paid-in capital
|
| | | $ | — | | | | | $ | 1,853 | | | | | $ | 3,707 | | | | | $ | 1,854 | | |
| Apollo Global Securities | | |
Deutsche Bank Securities
|
|
|
SEC expenses
|
| | | $ | 149,270 | | |
|
FINRA expenses
|
| | | | 173,000 | | |
|
Accounting fees and expenses
|
| | | | 35,000 | | |
|
Printing and engraving expenses
|
| | | | 35,000 | | |
|
Travel and road show expenses
|
| | | | 20,000 | | |
|
Directors’ & Officers’ liability insurance premiums(1)
|
| | | | 200,000 | | |
|
Legal fees and expenses
|
| | | | 500,000 | | |
|
NYSE listing and filing fees
|
| | | | 85,000 | | |
|
Miscellaneous
|
| | | | 2,730 | | |
|
Total
|
| | | $ | 1,200,000 | | |
Exhibit
Number |
| |
Description
|
|
1.1
|
| | Form of Underwriting Agreement.** | |
3.1
|
| | Memorandum and Articles of Association of the Registrant.** | |
3.2
|
| | Form of Amended and Restated Articles of Association of the Registrant.** | |
4.1
|
| | Specimen Unit Certificate.** | |
4.2
|
| | Specimen Class A Ordinary Share Certificate.** | |
4.3
|
| | Specimen Warrant Certificate.** | |
4.4
|
| | Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.** | |
| | Form of Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP, counsel to the Registrant.* | | |
| | Form of Opinion of Walkers, Cayman Islands counsel to the Registrant.* | | |
| | Promissory Note, dated August 11, 2020, by and between Apollo Strategic Growth Capital as the maker and APSG Sponsor L.P. as the payee.* | | |
10.2
|
| | Form of Letter Agreement among the Registrant and its officers and directors and sponsor.** | |
10.3
|
| | Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.** | |
10.4
|
| | Form of Registration Rights Agreement among the Registrant and certain securityholders.** | |
10.5
|
| |
Form of Private Placement Warrants Purchase Agreement between the Registrant and sponsor.**
|
|
10.6
|
| | Form of Indemnification Agreement.** | |
10.7
|
| | Form of Administrative Services Agreement between the Registrant and sponsor.** | |
| | Consent of WithumSmith+Brown, PC.* | | |
| | Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1).* | | |
| | Consent of Walkers (included in Exhibit 5.2).* | | |
| | Power of Attorney (included on signature page of this Registration Statement).* | |
|
Name
|
| |
Position
|
| |
Date
|
|
|
/s/ Sanjay Patel
Sanjay Patel
|
| |
Chief Executive Officer and Director
(Principal Executive Officer) |
| |
September 16, 2020
|
|
|
/s/ James Crossen
James Crossen
|
| |
Chief Financial Officer and Chief Accounting Officer
(Principal Financial and Accounting Officer) |
| |
September 16, 2020
|
|
|
/s/ Scott Kleinman
Scott Kleinman
|
| |
Director
|
| |
September 16, 2020
|
|
|
/s/ Jennifer Fleiss
Jennifer Fleiss
|
| |
Director
|
| |
September 16, 2020
|
|
|
/s/ Mitch Garber
Mitch Garber
|
| |
Director
|
| |
September 16, 2020
|
|
|
/s/ James H. Simmons III
James H. Simmons III
|
| |
Director
|
| |
September 16, 2020
|
|
Exhibit 5.1
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
September [ ], 2020
Apollo Strategic Growth Capital
9 West 57th Street, 43rd Floor
New York, NY 10019
Registration Statement on Form S-1
(Registration No. 333-[ ])
Ladies and Gentlemen:
We have acted as special counsel to Apollo Strategic Growth Capital, a Cayman Islands exempted company incorporated with limited liability (the “Company”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of the Company, filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder (the “Rules”). You have asked us to furnish our opinion as to the legality of the securities being registered under the Registration Statement. The Registration Statement relates to the registration under the Act of (i) up to [ ] units (the “Units”) of the Company that may be offered by the Company (including Units issuable by the Company upon exercise of the underwriters’ over-allotment option), each such unit consisting of one Class A ordinary share of the Company, par value $0.00005 per share (the “Class A Shares”), and [ ] of one warrant of the Company (each whole warrant, a “Warrant”) to purchase a Class A Share and (ii) all Class A Shares and all Warrants issued as part of the Units as specified in the Registration Statement.
In connection with the furnishing of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):
1. the Registration Statement;
2. the form of the Underwriting Agreement (the “Underwriting Agreement”), included as Exhibit 1.1 to the Registration Statement;
3. the Specimen Unit Certificate, included as Exhibit 4.1 to the Registration Statement;
4. the Specimen Class A Share Certificate, included as Exhibit 4.2 to the Registration Statement;
5. the Specimen Warrant Certificate, included as Exhibit 4.3 to the Registration Statement; and
6. the form of the Warrant Agreement by and between Continental Stock Transfer & Trust Company (the “Warrant Agent”) and the Company, included as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”).
In addition, we have examined such other certificates, agreements and documents that we deemed relevant and necessary as a basis for the opinions expressed below. We have also relied upon the factual matters contained in the representations and warranties of the Company made in the Documents and upon certificates of public officials and the officers of the Company.
In our examination of the documents referred to above, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of all the latter documents and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete. We have also assumed, without independent investigation, (i) that the Company is validly existing and in good standing under the laws of its jurisdiction of organization, (ii) that the Company has all necessary corporate power to execute, deliver and perform its obligations under the Units, the Warrants and the Warrant Agreement, (iii) that the execution, delivery and performance of the Units, the Warrants and the Warrant Agreement have been duly authorized by all necessary corporate action and do not violate the Company’s organizational documents or the laws of its jurisdiction of organization and (iv) the due execution and delivery of the Units, the Warrants and the Warrant Agreement by the Company.
Based upon the above, and subject to the stated assumptions, exceptions and qualifications, we are of the opinion that:
1. The Units, when duly issued, delivered and paid for as contemplated in the Registration Statement and in accordance with the terms of the Underwriting Agreement, and assuming the due authorization, execution and delivery thereof by Continental Stock Transfer & Trust Company, as transfer agent, will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except that the enforceability of the Units may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and possible judicial action giving effect to governmental actions relating to persons or transactions or foreign laws affecting creditors’ rights and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
2. The Warrants included in the Units, when the Units are duly issued, delivered and paid for as contemplated in the Registration Statement and in accordance with the terms of the Underwriting Agreement and the Warrant Agreement, and assuming the due authorization, execution and delivery of the Warrants by the Warrant Agent, will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except that (i) the enforceability of the Warrants may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and possible judicial action giving effect to governmental actions relating to persons or transactions or foreign laws affecting creditors’ rights and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and (ii) we express no opinion as to the validity, legally binding effect or enforceability of the second proviso in Section [4.4] of the Warrant Agreement or any related provision in the Warrants that requires or relates to adjustments to the conversion rate in an amount that a court would determine in the circumstances under applicable law to be commercially unreasonable or a penalty or forfeiture.
The opinions expressed above are limited to the laws of the State of New York. Our opinion is rendered only with respect to the laws, and the rules, regulations and orders under those laws, that are currently in effect.
We hereby consent to use of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” contained in the prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Act or the Rules.
Very truly yours, | |
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP |
Exhibit 5.2
[ ] September 2020 | |
Apollo Strategic Growth Capital c/o Walkers Corporate Limited Cayman Corporate Centre 27 Hospital Road George Town Grand Cayman KY1-9008 Cayman Islands |
Dear Sirs
APOLLO STRATEGIC GROWTH CAPITAL
We have been asked to provide this legal opinion to you with regard to the laws of the Cayman Islands in connection with the registration of an initial public offering by Apollo Strategic Growth Capital (the "Company"), of:
(i) | up to [ ] units (the "Units"), each Unit consisting of one share of Class A ordinary shares of the Company, par value US$0.00005 (each an "Ordinary Share" and together, the "Ordinary Shares"), and [ ] of one warrant to purchase one Ordinary Share (the "Warrants); |
(ii) | up to[ ] units (the "Over-Allotment Units"), which may be issued upon exercise of an option granted to the underwriters to cover over-allotments, if any; |
(iii) | all Ordinary Shares, and all Warrants issued as part of the Units and the Over-Allotment Units; and |
(iv) | all Ordinary Shares that may be issued upon exercise of the Warrants included in the Units and the Over-Allotment Units, |
in each case under the United States Securities Act of 1933, as amended (the "Securities Act") and pursuant to the terms of the Registration Statement (as defined in Schedule 1).
For the purposes of giving this opinion, we have examined and relied upon the originals or copies of the documents listed in Schedule 1.
We are Cayman Islands Attorneys at Law and express no opinion as to any laws other than the laws of the Cayman Islands in force and as interpreted at the date of this opinion.
Based upon the foregoing examinations and the assumptions and qualifications set out below and having regard to legal considerations which we consider relevant, and under the laws of the Cayman Islands, as at the date hereof, we give the following opinions in relation to the matters set out below.
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1. | The Company is an exempted company duly incorporated with limited liability, validly existing under the laws of the Cayman Islands and in good standing with the Registrar of Companies in the Cayman Islands (the "Registrar"). |
2. | The Ordinary Shares, as contemplated by the Registration Statement, will have been duly authorised by all necessary corporate action of the Company, and upon the issue of the Ordinary Shares (by the entry of the name of the registered owner thereof in the Register of Members of the Company confirming that such Ordinary Shares have been issued credited as fully paid), delivery and payment therefore by the purchaser in accordance with the Memorandum and Articles of Association (as defined in Schedule 1) and in the manner contemplated by the Registration Statement and the Underwriting Agreement (as defined in Schedule 1), the Ordinary Shares will be validly created, legally issued, fully paid and non-assessable (meaning that no additional sums may be levied on the holder thereof by the Company). |
3. | The execution, delivery and performance of the Unit Certificate and the Warrant Documents will have been authorised by and on behalf of the Company and, once the Unit Certificate and the Warrant Documents have been executed and unconditionally delivered by the Company, such documents, will be duly executed and delivered on behalf of the Company and will constitute the legal, valid and binding obligations of the Company enforceable in accordance with their terms. |
The foregoing opinions are given based on the following assumptions.
1. | The originals of all documents examined in connection with this opinion are authentic. The signatures, initials and seals on the Documents are genuine and are those of a person or persons given power to execute the Documents under the Resolutions (as defined in Schedule 1). All documents purporting to be sealed have been so sealed. All copies are complete and conform to their originals. The Documents conform in every material respect to the latest drafts of the same produced to us and, where provided in successive drafts, have been marked up to indicate all changes to such Documents. |
2. | The Memorandum and Articles of Association will be the Memorandum and Articles of Association in effect on the issue of the Ordinary Shares. |
3. | We have relied upon the statements and representations of directors, officers and other representatives of the Company as to factual matters. |
4. | The Company will receive consideration in money or money’s worth for each Ordinary Share offered by the Company when issued at the agreed issue price as per the terms of the Registration Statement, such price in any event not being less than the stated par or nominal value of each Ordinary Share. |
5. | Each of the Documents will be duly authorised, executed and delivered by or on behalf of all relevant parties prior to the issue and sale of the Ordinary Shares and will be legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York and all other relevant laws (other than the laws of the Cayman Islands). |
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6. | The choice of New York law as the governing law of the Documents has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York as a matter of New York law and all other relevant laws (other than the laws of the Cayman Islands). |
7. | The power, authority and legal right of all parties under all relevant laws and regulations (other than the Company under the laws of the Cayman Islands) to enter into, execute and perform their respective obligations under the Documents. |
8. | All preconditions to the obligations of the parties to the Underwriting Agreement, the Unit Certificate and Warrant Documents will be satisfied or duly waived prior to the issue and sale of the Ordinary Shares and there will be no breach of the terms of the Underwriting Agreement, the Unit Certificate and Warrant Documents. |
The opinions expressed above are subject to the following qualifications:
1. | The term "enforceable" and its cognates as used in this opinion means that the obligations assumed by any party under the Documents are of a type which the courts of the Cayman Islands (the "Courts" and each a "Court") enforce. This does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms. In particular: |
(a) | enforcement of obligations and the priority of obligations may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium and other laws of general application relating to or affecting the rights of creditors or by prescription or lapse of time; |
(b) | enforcement may be limited by general principles of equity and, in particular, the availability of certain equitable remedies such as injunction or specific performance of an obligation may be limited where a Court considers damages to be an adequate remedy; |
(c) | claims may become barred under statutes of limitation or may be or become subject to defences of set-off, counterclaim, estoppel and similar defences; |
(d) | where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable in the Cayman Islands to the extent that performance would be illegal under the laws of, or contrary to the public policy of, that jurisdiction; |
(e) | a judgment of a Court may be required to be made in Cayman Islands dollars; |
(f) | to the extent that any provision of the Documents is adjudicated to be penal in nature, it will not be enforceable in the Courts; in particular, the enforceability of any provision of the Documents that is adjudicated to constitute a secondary obligation which imposes a detriment on the contract-breaker out of all proportion to any legitimate interest of the innocent party in the enforcement of the primary obligation may be limited; |
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(g) | to the extent that the performance of any obligation arising under the Documents would be fraudulent or contrary to public policy, it will not be enforceable in the Courts; |
(h) | in the case of an insolvent liquidation of the Company, its liabilities are required to be translated into the functional currency of the Company (being the currency of the primary economic environment in which it operated as at the commencement of the liquidation) at the exchange rates prevailing on the date of commencement of the voluntary liquidation or the day on which the winding up order is made (as the case may be); |
(i) | a Court will not necessarily award costs in litigation in accordance with contractual provisions in this regard; |
(j) | the effectiveness of terms in the Documents excusing any party from a liability or duty otherwise owed or indemnifying that party from the consequences of incurring such liability or breaching such duty shall be construed in accordance with, and shall be limited by, applicable law, including generally applicable rules and principles of common law and equity. |
2. | Our opinion as to good standing is based solely upon receipt of the Certificate of Good Standing issued by the Registrar. The Company shall be deemed to be in good standing under section 200A of the Companies Law (as amended) of the Cayman Islands (the "Companies Law") on the date of issue of the certificate if all fees and penalties under the Companies Law have been paid and the Registrar has no knowledge that the Company is in default under the Companies Law. |
This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein. This opinion is given solely for your benefit and the benefit of your legal advisers acting in that capacity in relation to this transaction and may not be relied upon by any other person, other than persons entitled to rely upon it pursuant to the provisions of the Securities Act, without our prior written consent.
This opinion shall be construed in accordance with the laws of the Cayman Islands.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the headings "Legal Matters", "Risk Factors", "Shareholders' Suits" and "Enforcement of Civil Liabilities" in the prospectus included in the Registration Statement. In providing our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Securities and Exchange Commission thereunder.
Yours faithfully
Walkers
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Schedule 1
LIST OF DOCUMENTS EXAMINED
1. | The Certificate of Incorporation dated 10 October 2008 and a draft of the Amended and Restated Memorandum and Articles of Association of the Company to be in effect upon the consummation of the sale of the Ordinary Shares (the "Memorandum and Articles of Association"). |
2. | The Cayman Online Registry Information System (CORIS), the Cayman Islands' General Registry's online database, searched on [ ] 2020. |
3. | The Register of Writs and other Originating Process of the Grand Court kept at the Clerk of Court's Office, George Town, Grand Cayman (the "Court Register"), examined at 9.00am on [ ] 2020 (the "Search Time"). |
4. | A copy of a Certificate of Good Standing dated [ ] 2020 in respect of the Company issued by the Registrar (the "Certificate of Good Standing"). |
5. | A copy of executed written resolutions of the Directors of the Company approving the offering for sale of the Ordinary Shares dated September 11, 2020 (collectively, the "Resolutions"). |
6. | Copies of the following documents (the "Documents"): |
(a) | a draft of the Form S-1 Registration Statement to be filed by the Company with the United States Securities and Exchange Commission registering the Units, Ordinary Shares and Warrants under the Securities Act (as filed, the "Registration Statement"); |
(b) | a draft of the form of the warrant agreement and the warrant certificate constituting the Warrants (the "Warrant Documents"); |
(c) | a draft of the form of the unit certificate constituting the Units (the "Unit Certificate"); and |
(d) | the form of Underwriting Agreement (the "Underwriting Agreement") to be entered into between the Company and Citigroup Global Markets Inc. in its own capacity and as representative of the several underwriters listed in Schedule 1 thereto. |
Exhibit 10.1
THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
Principal Amount: $750,000 | Dated as of August 11, 2020 |
Apollo Strategic Growth Capital, a Cayman Islands exempted company, incorporated with limited liability (the “Maker”), promises to pay to the order of APSG Sponsor, L.P., a Cayman Islands limited partnership, or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of Seven Hundred Fifty Thousand Dollars ($750,000) or such lesser amount as shall have been advanced by Payee to Maker and shall remain unpaid under this Note on the Maturity Date (as defined below) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note. Maker and Payee are entering into this Note in connection with Maker’s formation and the proposed initial public offering of its securities (the “IPO”).
1. Principal. The entire unpaid principal balance of this Note shall be payable on the earlier of: (i) March 31, 2021, or (ii) the date on which Maker consummates an initial public offering of its securities (such earlier date, the “Maturity Date”). The principal balance may be prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2. Drawdown Requests. Maker and Payee agree that Maker may request, from time to time, up to Seven Hundred Fifty Thousand Dollars ($750,000) in draw downs under this Note to be used for costs and expenses related to Maker’s formation and IPO. Principal of this Note may be drawn down from time to time prior to the Maturity Date upon written request from Maker to Payee (each, a “Drawdown Request”), provided that each such Drawdown Request is duly authorized by the board of directors of Maker. Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than Ten Thousand Dollars ($10,000). Payee shall fund each Drawdown Request no later than three (3) business days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns outstanding under this Note at any time may not exceed Seven Hundred Fifty Thousand Dollars ($750,000). No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker.
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3. Interest. Interest shall accrue on the unpaid principal balance of this Note at a rate of 0.17% per annum.
4. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges, then to accrued interest thereon to the date of such payment and finally to the reduction of the unpaid principal balance of this Note.
5. Events of Default. The following shall constitute an event of default (“Event of Default”):
(a) Failure to Make Required Payments. Failure by Maker to pay the principal amount and accrued interest due pursuant to this Note within five (5) business days of the Maturity Date.
(b) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
(c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.
6. Remedies.
(a) Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid interest and principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence of an Event of Default specified in Sections 5(b) or 5(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
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7. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.
8. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.
9. Notices. All notices, statements or other documents which are required or contemplated by this Agreement shall be in writing and delivered (i) personally or sent by first class registered or certified mail, overnight courier service, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the day of receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
10. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
11. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
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12. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account to be established in which the proceeds of the IPO conducted by the Maker (including the deferred underwriters discounts and commissions) and the proceeds of the sale of the warrants issued in a private placement to occur on or prior to the consummation of the IPO are to be deposited, as described in greater detail in the registration statement and prospectus to be filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.
13. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker, Payee and APSG Sponsor, L.P.
14. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.
[Signature page follows]
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IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
APOLLO STRATEGIC GROWTH CAPITAL | ||
By: |
/s/ James R. Crossen |
|
Name: James R. Crossen | ||
Title: Sole Director |
Accepted and agreed this 11th day of August, 2020
APSG SPONSOR, L.P.
By: AP Caps II Holdings GP, LLC, its general partner
By: Apollo Principal Holdings III, L.P., its managing member
By: Apollo Principal Holdings III GP, Ltd, its general partner
By: |
/s/ Laurie D. Medley |
|
Name: | Laurie D. Medley | |
Title: | Vice President |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in this Registration Statement on Form S-1, of our report dated September 16, 2020, relating to the balance sheet of Apollo Strategic Growth Capital as of December 31, 2019 and 2018 and the related statements of operations, changes in shareholder’s equity and cash flows for the years ended December 31, 2019 and December 31, 2018, and to the reference to our Firm under the caption “Experts” in the Prospectus.
/s/ WithumSmith+Brown, PC | |
New York, New York | |
September 16, 2020 |