SUMMARY

This summary highlights selected information included in this document and does not contain all of the information that may be important to you. You should read this entire document and its annexes and the other documents to which APSG and GBT refer before you decide how to vote with respect to the Shareholder Proposals. Each item in this summary includes a page reference directing you to a more complete description of that item.

Information About the Parties to the Business Combination (page 105)

Apollo Strategic Growth Capital

APSG is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. APSG has neither engaged in any operations nor generated any revenue to date. Based on current business activities, APSG is a “shell company” as defined under the Exchange Act because we have no operations and nominal assets consisting almost entirely of cash.

In October 2008, APSG was formed by Holdings and in August 2020, Holdings transferred its ownership in APSG to the Sponsor. As of                   , 2022, the Sponsor owned 20,345,250 of the 20,420,250 Acquiror Cayman Class B Ordinary Shares outstanding.

On October 6, 2020, APSG consummated the IPO of 75,000,000 Acquiror Cayman Units and in connection therewith granted the underwriters an over-allotment option to purchase an additional 11,250,000 Over-Allotment Units. The Acquiror Cayman Units sold in the IPO were sold at an offering price of $10.00 per Acquiror Cayman Unit, generating total gross proceeds of $750 million. Each Acquiror Cayman Unit consists of one Acquiror Cayman Class A Ordinary Share, and one-third of an Acquiror Cayman Public Warrant. Each whole Acquiror Cayman Public Warrant entitles the holder thereof to purchase one Acquiror Cayman Class A Ordinary Share at a price of $11.50 per share, subject to certain adjustments.

Simultaneous with the consummation of the IPO, APSG consummated the private placement of an aggregate of 11,333,334 Acquiror Cayman Private Placement Warrants, each exercisable to purchase one Acquiror Cayman Class A Ordinary Share for $11.50 per share, to the Sponsor at a price of $1.50 per Acquiror Cayman Private Placement Warrant, generating total proceeds of $17 million. Of the gross proceeds received from the IPO and the Acquiror Cayman Private Placement Warrants, $750 million was placed in the Trust Account. Each whole Acquiror Cayman Private Placement Warrant entitles the holder thereof to purchase one Acquiror Cayman Class A Ordinary Share at a price of $11.50 per share, subject to certain adjustments.

On November 10, 2020, APSG consummated the sale of 6,681,000 Over-Allotment Units pursuant to the underwriters’ partial exercise of their over-allotment option. Such Over-Allotment Units were sold at $10.00 per unit, generating gross proceeds of $66,810,000. Substantially concurrently with the closing of the sale of 6,681,000 Over-Allotment Units, APSG consummated the private sale of an additional 890,800 Acquiror Cayman Private Placement Warrants at a purchase price of $1.50 per warrant to the Sponsor, generating gross proceeds of $1,336,200. Following the closing of the over-allotment option and sale of additional Acquiror Cayman Private Placement Warrants, a total of $816,810,000, including approximately $28,588,350 of underwriters’ deferred discount, was held in the Trust Account.

APSG’s executive offices are located at 9 West 57th Street, 43rd Floor, New York, NY 10019. APSG’s telephone number is (212) 515-3200. APSG’s corporate website address is https://apollostrategicgrowthcapital.com. APSG’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus. For additional information, see “Information about APSG.”

GBT JerseyCo Limited

GBT is the world’s leading platform serving travel for business purposes that is purchased and fulfilled through a company-sponsored and managed channel measured by 2019 total price paid by travelers for air, hotel, rail, car rental and cruise bookings, including taxes and other charges applied by suppliers at point of sale, less cancellations and refunds according to Travel Weekly (“2021 Power List,” June 2021, Travel Weekly). GBT provides a full suite of differentiated, technology-enabled solutions to business travelers and corporate clients, suppliers of travel content (such as airlines, hotels, ground transportation and aggregators) and third party travel agencies.

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GBT is at the center of the global B2B travel ecosystem, managing the end-to-end logistics of corporate travel and providing an important link between businesses, their employees, travel suppliers and other industry participants. GBT services its clients in the following ways:

As of November 2021, GBT served more than 19,000 corporate clients and more than 250 Network Partners.

In June 2014, American Express established a joint venture comprising the GBT operations, the JV, with a predecessor of Juweel, which represents a group of institutional investors led by an affiliate of Certares. Following the formation of the JV in 2014, GBT has evolved from a leading TMC into a complete B2B travel platform, becoming one of the leading marketplaces in travel for corporate clients and travel suppliers according to Travel Weekly (“2021 Power List,” June 2021, Travel Weekly). Before June 2014, GBT’s operations were owned by American Express and primarily consisted of providing business travel solutions for corporate clients.

GBT’s principal executive office is located at 666 3rd Avenue, 4th Floor, New York, New York 10017. GBT’s telephone number is (212) 679-1600. For additional information, see “Business of GBT.”

Proposals to be Put to Acquiror Cayman Shareholders at the Special Meeting

Proposal No. 1 — The Domestication Proposal — to consider and vote upon a proposal to approve the Domestication;

Proposal No. 2 — The Amendment Proposal — to consider and vote upon a proposal to approve by special resolution under Cayman Islands law, assuming the Business Combination Proposal and the Domestication Proposal are approved and adopted, the Acquiror Delaware Certificate, which, if approved, would take effect substantially concurrently with the effectiveness of the Domestication;

Proposal Nos. 2A through 2K — The Unbundling Precatory Proposals — to approve, on a non-binding advisory basis, certain governance provisions in the Acquiror Delaware Certificate, which are being presented separately in accordance with the SEC guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions, as eleven sub-proposals;

Proposal No. 2A — to increase the authorized share capital from 361,000,000 shares consisting of 300,000,000 Acquiror Class A Ordinary Shares, 60,000,000 Acquiror Class B Ordinary Shares, and 1,000,000 undesignated preferred shares, par value $0.00005 per share, to authorized capital stock of shares, consisting of (i) 3,000,000,000 shares of Domesticated Acquiror Class A Common Stock, (ii) 3,000,000,000 shares of Domesticated Acquiror Class B Common Stock, (iii) 20,420,250 shares of Domesticated Acquiror Class X Common Stock and (iv) 10,000,000 shares of Preferred Stock;

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Proposal No. 2B — to provide that the Acquiror Delaware Certificate may be amended, altered or repealed by the affirmative vote of the holders of at least 66⅔% of all the then outstanding shares of stock entitled to vote, voting together as a single class in addition to any other vote required by the Acquiror Delaware Certificate or otherwise required by law;

Proposal No. 2C — to provide that (i) each holder of record of Domesticated Acquiror Class A Common Stock, Domesticated Acquiror Class B Common Stock and Domesticated Acquiror Class X Common Stock (solely prior to the automatic conversion thereof to shares of Domesticated Acquiror Class A Common Stock upon the Closing) will be entitled to vote on the election or removal of directors, voting together as a single class, (ii) any vacancy on the board of directors shall be filled by the affirmative vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director, or by the stockholders at a special meeting of the stockholders called by or at the direction of the board of directors for such purpose and (iii) any or all of the directors (other than the directors elected by the holders of any series of Preferred Stock, voting separately as a series or together with one or more other such series, as the case may be) may be removed only for cause and only upon the affirmative vote of the holders of at least 66⅔% in voting power of all the then outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class;

Proposal No. 2D —to elect not to be governed by Section 203 of the DGCL;

Proposal No. 2E — to provide that the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction, another state or federal court located within the State of Delaware, shall be the exclusive forum for certain actions and claims;

Proposal No. 2F — to provide that each holder of record of Domesticated Acquiror Class A Common Stock, Domesticated Acquiror Class B Common Stock and Domesticated Acquiror Class X Common Stock (solely prior to the automatic conversion thereof to shares of Domesticated Acquiror Class A Common Stock upon the Closing) be entitled to one vote per share on all matters which stockholders generally are entitled to vote;

Proposal No. 2G — to provide that subject to applicable law and the rights of any holders of outstanding Preferred Stock, (i) each holder of Domesticated Acquiror Class A Common Stock and Domesticated Acquiror Class X Common Stock (solely prior to the automatic conversion thereof to shares of Domesticated Acquiror Class A Common Stock upon the Closing) shall be entitled to receive, ratably with the other participating shares, such dividends and other distributions as may from time to time be declared by the PubCo Board, (ii) holders of Domesticated Acquiror Class B Common Stock shall not be entitled to receive dividends or other distributions, except that, in the case of a liquidation, dissolution or winding up of PubCo, holders of Domesticated Acquiror Class B Common Stock shall have the right to receive their ratable share of PubCo’s remaining assets, up to the par value of such shares of Domesticated Acquiror Class B Common Stock and (iii) dividends may be declared on any one class of common stock payable in additional shares of such class if and only if, substantially concurrently therewith, like dividends are declared on each other class of common stock payable in additional shares of such other class at the same rate per share;

Proposal No. 2H — to eliminate various provisions in the Existing Organizational Documents applicable only to blank check companies, including the provisions requiring that APSG have net tangible assets of at least $5,000,001 immediately prior to, or upon such consummation of, a business combination;

Proposal No. 2I — to restrict holders of Domesticated Acquiror Class B Common Stock from transferring their shares of Domesticated Acquiror Class B Common Stock unless such holder also transfers an equal number of Opco B Ordinary Shares in accordance with the GBT Amended & Restated M&A;

Proposal No. 2J — to allow PubCo, subject to the terms of the Business Combination Agreement, the Acquiror Delaware Certificate and the Acquiror Delaware Bylaws, to take all such actions as are contemplated by the Business Combination Agreement to cause the issuance of its equity securities as called for by the Egencia Equity Contribution Agreement and in accordance with the Acquiror Delaware Certificate, including any issuances, redemptions and cancellations and/or adjustments for no consideration;

Proposal No. 2K — to require PubCo to issue, reserve for issuance, cancel and/or redeem certain of its equity securities in accordance with the terms of the Exchange Agreement;

Proposal No. 3 — The Business Combination Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law and adopt, assuming the Domestication Proposal and Amendment Proposal are approved, the

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Business Combination Agreement and the transactions contemplated thereby, including any future exchanges under the Exchange Agreement;

Proposal No. 4 — The Issuance Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law, assuming the Domestication Proposal, the Amendment Proposal and the Business Combination Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of the NYSE, the issuance of Domesticated Acquiror Class A Common Stock to the PIPE Investors pursuant to the PIPE Subscription Agreements;

Proposal No. 5 —The Equity Incentive Plan Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law, assuming the Domestication Proposal, the Amendment Proposal, the Business Combination Proposal and the Issuance Proposal are approved and adopted, the 2022 Plan;

Proposal No. 6 — The ESPP Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law, assuming the Domestication Proposal, the Amendment Proposal, the Business Combination Proposal, the Issuance Proposal and the Equity Incentive Plan Proposal are approved and adopted, the ESPP; and

Proposal No. 7 — The Adjournment Proposal — if put to the meeting, to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the proxies held at the time of the Special Meeting, any of the Condition Precedent Proposals would not be duly approved and adopted by the APSG Shareholders or we determine that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived.

Notwithstanding the order in which the proposals are set out herein, the APSG Board may put the above proposals in such order as it may determine at the meeting.

Combined Business Summary

In connection with the Closing:

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Simplified Pre-Business Combination Structure of GBT

The following simplified diagram illustrates the ownership of GBT immediately prior to giving effect to the transactions contemplated by the Business Combination Agreement:

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Simplified Post-Business Combination PubCo Structure

The simplified diagram below depicts our organizational structure immediately following the Business Combination.

It is anticipated that, immediately upon completion of the Business Combination, the combined voting power of PubCo will be as shown below. See “Security Ownership of Certain Beneficial Owners and Management” for additional information.

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Immediately after the Domestication, PubCo’s common stock will consist of three classes: (i) Domesticated Acquiror Class A Common Stock, (ii) Domesticated Acquiror Class B Common Stock, and (iii) Domesticated Acquiror Class X Common Stock. Immediately after the Business Combination, the Domesticated Acquiror Class X Common Stock will automatically convert into Domesticated Acquiror Class A Common Stock and, following such conversion, the reissuance of shares of Domesticated Acquiror Class X Common Stock will be prohibited, and such shares will be retired and cancelled. Holders of Domesticated Acquiror Class A Common Stock are entitled to economic rights by way of dividends and distributions, subject to the discretion of PubCo Board. Holders of Domesticated Acquiror Class B Common Stock will have nominal economic rights at PubCo (limited to the right to receive par value in the event of a liquidation, dissolution or winding up of PubCo). Each holder of Domesticated Acquiror Common Stock will be entitled to one vote per share on matters on which stockholders generally are entitled to vote.

The Continuing JerseyCo Owners (or certain permitted transferees thereof) have the right, on the terms and subject to the conditions of the Exchange Agreement, to exchange their OpCo B Ordinary Shares (with automatic surrender for cancellation of an equal number of shares of Domesticated Acquiror Class B Common Stock) for shares of Domesticated Acquiror Class A Common Stock on a one-for-one basis, subject to customary adjustments for stock splits, dividends, reclassifications and other similar transactions or, in certain limited circumstances, at the option of the Exchange Committee, for cash (based on the VWAP of the shares of Domesticated Acquiror Class A Common Stock for the five trading day period ending on the trading day immediately preceding the applicable exchange date).

The PIPE Investment (page 164)

In connection the Business Combination Agreement, APSG entered into PIPE Subscription Agreements with the PIPE Investors, including the Sponsor, substantially in the form attached to this proxy statement/prospectus as Annex N, pursuant to which, among other things, the PIPE Investors agreed to purchase an aggregate of 33.5 million shares of PIPE Securities immediately prior to or substantially concurrently with the Closing at a cash purchase price of $10.00 per share, resulting in aggregate proceeds of $335 million. Of the 33.5 million shares of PIPE Securities to be issued pursuant to the PIPE Subscription Agreements, the Sponsor has agreed to purchase 2.0 million shares of PIPE Securities on the same terms and conditions of the other PIPE Investors at a price of $10.00 per share. The PIPE Subscription Agreements contain customary representations, warranties, covenants and agreements of APSG and the PIPE Investors and are subject to customary closing conditions and termination rights (including a termination right if the transactions contemplated by the PIPE Subscription Agreements have not been consummated within 10 months after the date thereof, other than as a result of breach by the terminating party). The PIPE Investments are expected to close immediately prior to the Closing. For additional information, see “Proposal No. 3 — The Business Combination Proposal — Related Agreements — PIPE Subscription Agreements.”

Consideration to be Received in the Business Combination (page 142)

The aggregate value of the consideration (prior to giving effect to the potential value of the OpCo C Ordinary Shares) to be paid to the holders of GBT Capital Stock and GBT MIP Options in the Business Combination is the Pre-Money Equity Value.

After the consummation of the Business Combination, PubCo and GBT will be organized in an Up-C structure, with GBT as the operating company and subsidiary of PubCo. PubCo will own all of the issued and outstanding voting equity in GBT in the form of OpCo A Ordinary Shares. While PubCo does not intend to do so, PubCo will have the right to sell, transfer or otherwise dispose of some or all of the OpCo A Ordinary Shares, subject to applicable law, including the fiduciary duties of PubCo directors under

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Delaware law and Section 271 of the DGCL, which requires the approval of holders of a majority of the outstanding stock of PubCo entitled to vote thereon in order for PubCo to sell, lease or exchange all or substantially all of its property and assets. PubCo will also be the sole owner of the OpCo Z Ordinary Share.

In accordance with the terms and subject to the conditions of the Business Combination Agreement:

Earnout (page 144)

In connection with the Closing, 15 million “earnout” shares will be issued to the holders of GBT Capital Stock and GBT Legacy MIP Options. Each earnout share will be in the form of an OpCo C Ordinary Share. The earnout shares are subject to earnout achievement milestones based on the dollar VWAP of the Domesticated Acquiror Class A Common Stock after the consummation of the Business Combination. For additional information, see “Proposal No. 3 — The Business Combination Proposal — The Business Combination Agreement — Earnout.”

APSG Special Meeting (page 113)

Date Time and Place of the Special Meeting

The Special Meeting will be held at                a.m., Eastern Time, on                 , 2022. For the purposes of APSG’s Existing Organizational Documents, the physical place of the meeting will be at the offices of Walkers (190 Elgin Avenue, George Town, Grand Cayman KY1-9001, Cayman Islands). In light of the COVID-19 pandemic and to support the well-being of APSG’s shareholders, directors and officers, APSG encourages you to use remote methods of attending the Special Meeting or to attend via proxy. You may attend the Special Meeting and vote your shares electronically during the Special Meeting via live webcast by visiting           . You will need the meeting control number that is printed on your proxy card to enter the Special Meeting. You may also attend the meeting telephonically by dialing                       . At the Special Meeting, the APSG Shareholders will be asked to approve the Domestication Proposal, the Amendment Proposal, the Unbundling Precatory Proposals, the Business Combination Proposal, the Issuance Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal (if necessary).

Voting Power; Record Date; Quorum

The APSG board of directors has fixed the close of business on             , 2022 as the Record Date for determining the holders of Acquiror Cayman Shares entitled to receive notice of and to vote at the Special Meeting. As of the record date, there were 81,681,000 Acquiror Cayman Class A Ordinary Shares and 20,420,250 Acquiror Cayman Class B Ordinary Shares outstanding and

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entitled to vote at the Special Meeting. Each APSG ordinary share entitles the holder to one vote at the Special Meeting on each proposal to be considered at the Special Meeting, except for the Domestication Proposal. With respect to the Domestication Proposal only, APSG’s Existing Organizational Documents provide that holders of Acquiror Cayman Class B Ordinary Shares will have 10 votes for every Acquiror Cayman Class B Ordinary Share and holders of Acquiror Cayman Class A Ordinary Shares will have one vote for every Acquiror Cayman Class A Ordinary Share. As of the Record Date, the Sponsor and APSG’s directors and officers and their affiliates owned and were entitled to vote 20,420,250 Acquiror Cayman Class B Ordinary Shares, representing approximately 20% of the Acquiror Cayman Shares outstanding on that date (but representing approximately 71% of the aggregate voting power of the Acquiror Cayman Shares with respect to the Domestication Proposal). APSG currently expects that the Sponsor and its directors and officers will vote their shares in favor of the Shareholder Proposals and, pursuant to the Sponsor Support Agreement, the Sponsor and the other Insiders have agreed to do so. As of the Record Date, GBT did not beneficially hold any Acquiror Cayman Shares.

A majority of the voting power of the issued and outstanding Acquiror Cayman Shares entitled to vote at the Special Meeting must be present, in person or virtually or represented by proxy, at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting.

Vote of Acquiror Cayman Shareholders

Approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. Approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least 66⅔% of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The approval of the Amendment Proposal requires a special resolution under Cayman Law, being the affirmative vote of the holders of at least 66⅔% of the ordinary shares (computed on the basis of the number of votes to which each such holder is entitled) who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The approval of each of the Unbundling Precatory Proposals requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. Approval of the Issuance Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal (if necessary) each requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.

The Business Combination is conditioned upon the approval of all of the Condition Precedent Proposals. The Business Combination is not conditioned on the Unbundling Precatory Proposals and the Adjournment Proposal. If the Business Combination Proposal is not approved, the other Shareholder Proposals (except the Adjournment Proposal) will not be presented to the shareholders for a vote.

Recommendation of the APSG Board (page 115)

The APSG Board has unanimously determined that the Business Combination Proposal is in the best interests of APSG and the APSG Shareholders, has unanimously approved the Business Combination Proposal, and unanimously recommends that shareholders vote “FOR” the Domestication Proposal, “FOR” the Amendment Proposal, “FOR” the Unbundling Precatory Proposals, “FOR” the Business Combination Proposal, “FOR” the Issuance Proposal, “FOR” the ESPP Proposal, “FOR” the Equity Incentive Plan Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the Special Meeting.

The APSG Board’s Reasons for Approval of the Business Combination (page 183)

On December 2, 2021, the APSG Board unanimously (i) approved the signing of the Business Combination Agreement and the transactions contemplated thereby and (ii) directed that the Business Combination Agreement, the transactions contemplated thereby and the other Shareholder Proposals be submitted to the APSG Shareholders for approval and adoption, and recommended that the APSG Shareholders approve and adopt the Business Combination Agreement, the transactions contemplated thereby and such other Shareholder Proposals. In the prospectus for the IPO, APSG identified certain criteria that APSG believed would be important in evaluating prospective target businesses, including, among other things, businesses that are leading companies that have exhibited positive top-line growth and/or are experiencing secular tailwinds, have defensible and established business models, with sustainable competitive advantages and multiple avenues for growth, and will offer attractive risk-adjusted returns for the APSG Shareholders. The APSG Board believes that GBT satisfies these criteria. The APSG Board also gave consideration to certain risks related to the Business Combination, including, without limitation, those which are described in this proxy statement/prospectus under the caption “Risk Factors.” In light of the complexity of the factors considered in connection with its evaluation of the Business Combination, the

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APSG Board considered these factors as a whole, and did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. In addition, individual members of the APSG Board may have given different weight to different factors. For more information, see “Proposal No. 3 — The Business Combination Proposal — The APSG Board’s Reasons for Approval of the Business Combination”.

Related Agreements (page 164)

This subsection describes certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement, but does not purport to describe all of the terms of each agreement. Each of the following summaries are qualified its entirety by reference to the complete text of the applicable document. You are urged to read carefully each of the below agreements in their entirety.

For additional information, see “Proposal No. 3 — The Business Combination Proposal — Related Agreements.”

PIPE Subscription Agreements

In connection with the Business Combination Agreement, APSG entered into the PIPE Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors agreed to, among other things, purchase, in the aggregate, 33.5 million shares of PIPE Securities at $10.00 per share for an aggregate commitment amount of $335 million. Of the 33.5 million shares of PIPE Securities to be issued pursuant to the PIPE Subscription Agreements, the Sponsor has agreed to purchase 2.0 million shares of PIPE Securities on the same terms and conditions of the other PIPE Investors at a price of $10.00 per share. For additional information, see “Proposal No. 3 — The Business Combination Proposal — Related Agreements — PIPE Subscription Agreement.”

Other Subscription and Distribution Agreements

In connection with the Business Combination, APSG and GBT will enter into the Domesticated Acquiror Class B Common Stock Subscription Agreement and the Acquiror Subscribed Ordinary Shares Subscription Agreement.

Pursuant to the Domesticated Acquiror Class B Common Stock Subscription Agreement, the Company will issue and sell to GBT, and GBT will subscribe for and purchase from the Company, a number of shares of Domesticated Acquiror Class B Common Stock in exchange for the Domesticated Acquiror Class B Common Stock Purchase Price. GBT will then transfer the Domesticated Acquiror Class B Common Stock to former holders of GBT Ordinary Shares. For additional information, see “Proposal No. 3 — The Business Combination Proposal — Related Agreements — Other Subscription Agreements.”

Pursuant to the Acquiror Subscribed Ordinary Shares Subscription Agreement, GBT will issue and sell to the Company, and the Company will subscribe for and purchase from GBT, a number of shares of OpCo A Ordinary Shares and the Opco Z Ordinary Share in exchange for a purchase price described in “Proposal No. 3 — The Business Combination Proposal — Related Agreements — Other Subscription Agreements.”

In addition, GBT and the Continuing JerseyCo Owners will enter into the Acquiror Class B Common Stock Distribution Agreement. Pursuant to the Acquiror Class B Common Stock Distribution Agreement, following the GBT Subscription, GBT will distribute to the Continuing JerseyCo Owners, and each Continuing JerseyCo Owner will accept from GBT, the shares of Domesticated Acquiror Class B Common Stock that GBT acquired in connection with the Domesticated Acquiror Class B Common Stock Subscription Agreement, in partial consideration for the redemption and cancellation of the GBT Ordinary Shares held by the Continuing JerseyCo Owners. For additional information, see “Proposal No. 3 — The Business Combination Proposal — Related Agreements — Other Subscription Agreements.”

Sponsor Support Agreement

In connection with the Business Combination Agreement, the Sponsor, the Insiders and GBT entered into the Sponsor Support Agreement, substantially in the form attached to this proxy statement/prospectus as Annex O. Pursuant to the Sponsor Support Agreement, the Sponsor and the Insiders agreed to, among other things, vote or cause to be voted, all of the Acquiror Cayman Class A Ordinary Shares and Acquiror Cayman Class B Ordinary Shares beneficially owned by the Sponsor or the Insiders, at the Special Meeting: (1) in favor of all the Shareholder Proposals, (2) against any competing transaction, (3) against any change in the business, management or board of directors of APSG that would reasonably be expected to adversely affect the ability of APSG to consummate the Business Combination or is otherwise inconsistent with any obligation of APSG under the Business Combination

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Agreement, and (4) against any other proposal, agreement or action that would reasonably be expected to (A) impede, frustrate, prevent or nullify, or materially delay or materially impair the ability of APSG to perform its obligations under, any provision of the Business Combination Agreement or the transaction documents, (B) result in any of the conditions to Closing not being satisfied or (C) result in a breach of any covenant, representation or warranty or other obligation or agreement of APSG under the Business Combination Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor or the Insiders contained in the Sponsor Support Agreement. For additional information, see “Proposal No. 3 — The Business Combination Proposal — Related Agreements — Sponsor Support Agreement.”

Sponsor Side Letter

In connection with the Business Combination Agreement, the Sponsor, the Insiders, APSG and GBT entered into the Sponsor Side Letter, a copy of which is attached to this proxy statement/prospectus as Annex P, which will, among other things, contain certain restrictions on the transfer by the Sponsor and the Insiders with respect to the Domesticated Acquiror Class A Common Stock issued to each of them at the Closing. The Sponsor and the Insiders will not be permitted to transfer their Domesticated Acquiror Class A Common Stock, subject to certain permitted exceptions, until the earlier to occur of (a) one year following the Closing and (b) the date which the VWAP of Domesticated Acquiror Class A Common Stock exceeds $12.00 per share for any 20 trading days within a period of 30 consecutive trading days.

Pursuant to the Sponsor Side Letter, 13,631,318 of the shares of Domesticated Acquiror Class A Common Stock issued to Sponsor at the Closing will immediately vest without restrictions and 6,713,932 of the Sponsor Shares will be deemed unvested subject to certain triggering events to occur within the Sponsor Side Letter Vesting Period. If, within the Sponsor Side Letter Vesting Period, the VWAP of Domesticated Acquiror Class A Common Stock is greater than or equal to $12.50 for any 20 trading days within a period of 30 consecutive trading days, 3,356,966 of the unvested Sponsor Shares will vest. If, within the Sponsor Side Letter Vesting Period, the VWAP of Domesticated Acquiror Class A Common Stock is greater than or equal to $15.00 for any 20 trading days within a period of 30 consecutive trading days the remaining 3,356,966 of the unvested Sponsor Shares will vest. To the extent that either of the aforementioned triggering events do not occur within the Sponsor Side Letter Vesting Period, such Sponsor Shares will be forfeited to and terminated by PubCo. For the avoidance of doubt, any Domesticated Acquiror Class A Common Stock purchased by the Sponsor in connection with the PIPE Investment will not be subject to the vesting or transfer restrictions described above. For additional information, see “Proposal No. 3 — The Business Combination Proposal — Related Agreements — Sponsor Side Letter.”

GBT Holders Support Agreement

In connection with the Business Combination Agreement, on December 2, 2021, the Continuing JerseyCo Owners and GBT entered into the Company Holders Support Agreement pursuant to which each of the Continuing JerseyCo Owners agreed to, among other things, during the pre-Closing period, execute, deliver or otherwise grant any action by written consent, special resolution or other approval, or vote or cause to be voted at any meeting of shareholders of GBT: (i) in favor of any such consent, resolution or other approval, as may be required under the organizational documents of GBT or applicable law or otherwise sought with respect to the Business Combination Agreement or the Business Combination and (ii) against any competing transaction and any other proposal, agreement or action that would reasonably be expected to (a) prevent or nullify, or materially delay or materially impair the ability of GBT to perform its obligations under, any provision of the Business Combination Agreement or the transaction documents, (b) result in any of the conditions to Closing not being satisfied or (c) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Continuing JerseyCo Owners contained in the Company Holders Support Agreement. Each of the Continuing JerseyCo Owners also agreed not to sell any of its GBT Capital Stock (other than to certain permitted transferees) during the pre-Closing period. Additionally, each Continuing JerseyCo Owner has agreed not to transfer, until the UW Lock-Up Release Date, any equity securities of PubCo or GBT (subject to certain permitted exceptions); provided, that if the final determination of the Egencia Post-Closing Equity Adjustment has not occurred prior to the expiration of the UW Lock-Up Release Date, then each Continuing JerseyCo Owner agrees to retain and not transfer at least 5% of each class of securities of each of PubCo and GBT (subject to certain permitted exceptions) that it receives in connection with the Closing until the completion of the implementation of the adjustments set forth in the Business Combination Agreement in connection with the Egencia Post-Closing Equity Adjustment. Amex HoldCo. has agreed to use, and to cause its affiliates to use, reasonable best efforts to enter into definitive agreements with GBT in respect of certain commercial arrangements. For additional information, see “Proposal No. 3 — The Business Combination Proposal — Related Agreements — GBT Holders Support Agreement.”

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Registration Rights Agreement

In connection with the Business Combination Agreement, PubCo, the Sponsor, the Insiders and the Continuing JerseyCo Owners will enter into the Registration Rights Agreement, substantially in the form attached to this proxy statement/prospectus as Annex J, pursuant to which, among other things, PubCo will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of Domesticated Acquiror Class A Common Stock and other equity securities of PubCo that are held by these parties from time to time. The Sponsor and the Insiders may collectively demand not more than one underwritten shelf takedown per fiscal quarter and each of the Continuing JerseyCo Owners may demand not more than one underwritten shelf takedown per fiscal quarter, and (ii) the stockholders party thereto are entitled to piggyback registration rights, in each case subject to certain limitations set forth in the Registration Rights Agreement. For additional information, see “Proposal No. 3 — The Business Combination Proposal — Related Agreements — Registration Rights Agreement.”

Exchange Agreement

At the Closing, PubCo, GBT and the Continuing JerseyCo Owners will enter into the Exchange Agreement, giving the Continuing JerseyCo Owners (or certain of their permitted transferees) the right, on the terms and subject to the conditions of the Exchange Agreement, to exchange their OpCo B Ordinary Shares (with automatic surrender for cancellation of an equal number of shares of Domesticated Acquiror Class B Common Stock) for shares of Domesticated Acquiror Class A Common Stock on a one-for-one basis, subject to customary adjustments for stock splits, dividends, reclassifications and other similar transactions or, in certain limited circumstances, at the option of the Exchange Committee, for cash (based on the VWAP of the shares of Domesticated Acquiror Class A Common Stock for the five trading day period ending on the trading day immediately preceding the applicable exchange date). In addition, to preserve the contemplated Up-C structure, the Exchange Agreement provides that PubCo and GBT will take (or, in some cases, forbear from taking) various actions, as necessary to maintain a one-to-one ratio between the number of issued and outstanding (x) Domesticated Acquiror Class A Common Stock (and equivalents) and the OpCo A Ordinary Shares and (y) Domesticated Acquiror Class B Common Stock and the OpCo B Ordinary Shares. For example, the Exchange Agreement provides that, if PubCo issues or sells additional shares of Domesticated Acquiror Class A Common Stock, PubCo will contribute the net proceeds of such issuance and sale to GBT, and GBT will issue to PubCo an equal number of OpCo A Ordinary Shares. Similarly, the Exchange Agreement provides that neither PubCo nor GBT may effect any subdivision or combination of any of its equity securities unless the other effects an identical subdivision or combination of the corresponding class of its equity securities. For additional information, see “Proposal No. 3 — The Business Combination Proposal — Related Agreements — Exchange Agreement.”

GBT Amended and Restated M&A and New Shareholders Agreement

In connection with the Business Combination, GBT will adopt the Fourth Amended & Restated Memorandum of Association of GBT and the Third Amended & Restated Articles of Association of GBT substantially in the forms attached as Annex G and Annex H, respectively. The GBT Amended and Restated M&A will, among other things, modify GBT’s capital structure by reorganizing the different classes of shares currently held by the shareholders of GBT into new OpCo B Ordinary Shares and authorizing new OpCo A Ordinary Shares (which will be issued to PubCo), OpCo C Ordinary Shares (which will be issued to the Continuing JerseyCo Owners and certain other persons as described below) and the OpCo Z Ordinary Share (which will be issued to PubCo). OpCo A Ordinary Shares will be substantially the same as OpCo B Ordinary Shares, except that only OpCo A Ordinary Shares, all of which will be held by PubCo, have the right to vote on matters on which members of GBT generally are entitled to vote, including in the election of the GBT Board. By contrast, OpCo B Ordinary Shares and OpCo C Ordinary Shares will have the right to vote only on specific matters as to which they are entitled to vote as a separate class under Jersey law. Pursuant to the New Shareholders Agreement, however, the Continuing JerseyCo Owners will appoint PubCo as their attorney-in-fact to, among other things, execute (x) written resolutions in their capacities as holders of OpCo B Ordinary Shares and OpCo C Ordinary Shares, as applicable, and (y) instruments appointing PubCo as their proxy to vote such shares, in each case on all such matters as to which a vote or written resolution of the holders of such shares is required by law, other than matters that relate specifically and solely to the rights, priorities and privileges of the OpCo B Ordinary Shares or the OpCo C Ordinary Shares, as applicable, or matters that have a disproportionate adverse effect on the OpCo B Ordinary Shares or the OpCo C Ordinary Shares, as applicable, as compared to any other class or series. The GBT Amended and Restated M&A will contain corollary provisions giving effect to these arrangements. The OpCo Z Ordinary Share will not have the right to vote and is non-redeemable by GBT under the GBT Amended and Restated M&A. Upon certain triggering events based on the VWAP of Domesticated Acquiror Class A Common Stock, OpCo C Ordinary Shares issued to equityholders of GBT on account of their pre-Closing ownership of GBT MIP Options or GBT MIP Shares will be redeemed and cancelled automatically for no consideration (concurrently with the issuance to such persons of shares of Domesticated Acquiror Class A Common Stock) and OpCo C Ordinary Shares issued to other Continuing JerseyCo Owners will convert automatically into OpCo B Ordinary Shares. Through PubCo’s control of all the OpCo A Ordinary Shares of GBT, PubCo will have the power to elect the GBT Board, who will in turn

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have the power and authority to manage the business and affairs of GBT. For additional information, see “Proposal No. 3 — The Business Combination Proposal — Related Agreements — GBT Amended and Restated M&A” and “Proposal No. 3 — The Business Combination Proposal — Related Agreements —New Shareholders Agreement.”

In addition, PubCo will enter into the New Shareholders Agreement with GBT and the Continuing JerseyCo Owners. The New Shareholders Agreement will set forth certain agreements with respect to, among other matters, transfers of equity securities of PubCo and GBT, the governance of PubCo and GBT, tax distributions that GBT will make to PubCo and the Continuing JerseyCo Owners and certain information rights of the Continuing JerseyCo Owners, all as further described in “Proposal No. 3 — The Business Combination Proposal — Related Agreements — New Shareholders Agreement.”

Pursuant to the New Shareholders Agreement, GBT is expected to make pro rata cash distributions, which we refer to as “tax distributions,” to the holders of GBT Capital Stock, including PubCo, in amounts intended to be sufficient to enable PubCo to satisfy its liabilities for taxes, as reasonably determined by the PubCo Board. In addition to tax expenses, PubCo will incur other expenses incidental to its functions as a public company, which could be significant. We expect GBT to make distributions or, in the case of certain expenses, payments in an amount sufficient to allow PubCo to pay its taxes and other expenses. However, GBT’s ability to make such distributions may be subject to various limitations and restrictions. For additional information, see “Proposal No. 3 — The Business Combination Proposal — Related Agreements — New Shareholders Agreement.”

Satisfaction of the 80% Test (page 188)

It is a requirement under APSG’s Existing Organizational Documents that the business or assets acquired in its initial business combination have a fair market value equal to at least 80% of the assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into such business combination. In addition, the rules of the NYSE require that APSG’s initial business combination be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust). After consideration of the factors identified and discussed in the section of the proxy statement/prospectus captioned “APSG’s Board’s Reasons for Approval of the Business Combination,” including the financial analysis of GBT conducted by APSG and its advisors generally used to approve the transaction, the APSG Board determined that GBT had a fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting commissions held in the Trust Account and taxes payable on the income earned on the Trust Account) at the time of execution of the Business Combination Agreement.

Certain Regulatory Approvals (page 163)

The parties will use reasonable best efforts to obtain as soon as practicable all material consents and approvals of third parties (including any governmental authority) with respect to the Business Combination. In addition, the parties agreed to comply promptly but in no event later than 10 business days after the date of the Business Combination Agreement with the notification and reporting of the HSR Act. Such notice was filed on December 16, 2021. Each party will promptly furnish the other party copies of any notices or written communications received by such party or any of its affiliates from any third party or governmental entity with respect to the transactions contemplated by the Business Combination Agreement.

APSG agreed to promptly, but in no event later than 10 business days after the date of the Business Combination Agreement to submit an informal briefing paper to the UK Investment Security Unit with respect to the Business Combination. Such notice was filed on December 17, 2021. APSG further agreed to promptly but in no event later than five business days after commencement of the mandatory notification regime under the NSIA (which is expected to commence January 4, 2022) to notify the U.K. Secretary of State pursuant to the NSIA.

For additional information, see “Proposal No. 3 — The Business Combination Proposal — The Business Combination Agreement Certain Regulatory Approvals.”

Conditions to Closing (page 148)

The Closing is subject to certain conditions, including, among other things, (i) the approval of the Business Combination and other matters by the APSG Shareholders; (ii) the expiration or termination of any applicable waiting period under the HSR Act (which waiting period expired on January 18, 2022), and receipt of certain additional regulatory approvals and, if required, approval of the U.K. Secretary of State under NSIA; (iii) the Minimum Available Acquiror Cash Condition (which is only a condition in favor of

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GBT, but cannot be waived without the prior written consent of APSG (such consent to not be unreasonably withheld, conditioned or delayed)); (iv) covenant and representation and warranty bring down conditions and receipt of certificates from each party certifying the satisfaction of such conditions; (v) the absence of any law or order that would prohibit or make illegal the transactions contemplated by the Business Combination Agreement; (vi) the absence of a material adverse effect on the respective parties; (vii) the approval of the listing of Domesticated Acquiror Class A Common Stock on the NYSE; (viii) the effectiveness of the Domestication; (ix) APSG’s net tangible assets not being less than $5,000,001; and (x) the effectiveness of this proxy statement/prospectus. With certain exceptions, to the extent permitted by law, the conditions in the Business Combination Agreement may be waived by the parties thereto. For additional information, see “Proposal No. 3 — The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing.”

Redemption Rights (page 117)

Public Shareholders may seek to redeem the public shares that they hold, regardless of whether they vote for the Business Combination, against the Business Combination or do not vote in relation to the Business Combination. Any Public Shareholder may request redemption of their public shares for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest, less income taxes payable, divided by the number of then issued and outstanding public shares. The per share amount APSG will distribute to Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters at Closing. If a holder properly seeks redemption as described in this section and the Business Combination is consummated, the holder will no longer own these shares following the Business Combination.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act) will be restricted from seeking redemption rights with respect to 15% or more of the Acquiror Cayman Class A Ordinary Shares without APSG’s consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash as APSG does not expect to consent to such redemptions.

The APSG Founders will not have redemption rights with respect to any ordinary shares owned by them, directly or indirectly.

You will be entitled to receive cash for any public shares to be redeemed only if you:

An APSG shareholder may not withdraw a redemption request once submitted to APSG unless the APSG Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part). Furthermore, if a holder of a public share delivers its certificate (if any) and other redemption forms in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that APSG to permit the withdrawal of the redemption request and instruct its Transfer Agent to return the certificate (physically or electronically). The holder can make such request by contacting the Transfer Agent, at the address or email address listed in this proxy statement/prospectus.

If the Business Combination is not approved or completed for any reason, then the Public Shareholders who elected to exercise their redemption rights will not be entitled to redeem their shares. In such case, APSG will promptly return any shares previously delivered by Public Shareholders.

If a Public Shareholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own those public shares. In order for Public Shareholders to exercise their redemption rights in respect of the Business Combination, Public Shareholders must properly exercise their right to redeem the public shares that you will hold upon the Domestication no later than the close of the vote on the Business Combination Proposal and deliver their ordinary shares (either physically or electronically) to the Transfer Agent, prior to                a.m., Eastern Time on                , 2022. Therefore, the exercise of

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redemption rights occurs prior to the Domestication. For the purposes of APSG’s Existing Organizational Documents and Cayman Islands law, the exercise of redemption rights shall be treated as an election to have such public shares repurchased for cash and references in this proxy statement/prospectus shall be interpreted accordingly. Immediately following the Domestication and the consummation of the Business Combination, PubCo shall pay Public Shareholders who properly exercised their redemption rights in respect of their public shares.

Appraisal Rights (page 378)

APSG Shareholders do not have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.

Proxy Solicitation (page 113)

Proxies may be solicited by mail, telephone or in person. APSG has engaged Morrow Sodali to assist in the solicitation of proxies. If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Special Meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “The Special Meeting — Revoking Your Proxy.” For additional information, see “The Special Meeting.”

Interests of APSG’s Directors and Officers in the Business Combination (page 190)

In considering the recommendation of the APSG Board to vote in favor of approval of the Shareholder Proposals, APSG Shareholders should keep in mind that the Sponsor and the officers and directors of APSG have financial and other interests in such proposals that are different from, or in addition to, those of the APSG Shareholders generally, which may result in a conflict of interest on the part of one or more of them between what they may believe is in the best interests of APSG and the APSG Shareholders and what they may believe is best for them. For additional information, see “Proposal No. 3 — The Business Combination Proposal—Interests of APSG’s Directors and Officers in the Business Combination.”

Interests of GBT’s Directors and Executive Officers in the Business Combination (page 192)

In considering the recommendation of the APSG Board with respect to the Business Combination, the APSG Shareholders should be aware that the directors and executive officers of GBT have certain interests in the Business Combination that may be different from, or in addition to, the interests of the APSG Shareholders generally. For additional information, see “Proposal No. 3 — The Business Combination Proposal —Interests of GBT Directors and Officers in the Business Combination.”

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any security holder or any other person as to how to act or vote or make any election with respect to any matter relating to the DeSPAC Transaction or otherwise, including, without limitation, whether holders of Acquiror Cayman Class A Ordinary Shares should redeem their shares or whether any party should participate in the PIPE Investment.

Stock Exchange Listing

We expect to list the shares of Domesticated Acquiror Class A Common Stock and the Domesticated Acquiror Warrants on the NYSE under the proposed symbols “GBTG” and “GBTG.WS,” respectively.

Sources and Uses of Cash for the Business Combination (page 251)

The following tables summarize the estimated sources and uses of cash in connection with the Business Combination assuming (i) that none of the Acquiror Cayman Class A Ordinary Shares are redeemed in connection with the Business Combination (“No Redemptions”) and (ii) that 81,181,000 Acquiror Cayman Class A Ordinary Shares are redeemed in connection with the Business Combination (“Maximum Redemptions”):

U.S. Federal Income Tax Considerations (page 222)

For general information on the U.S. federal income tax considerations of the Domestication, an exercise of Redemption Rights and the Business Combination, see the section entitled “U.S. Federal Income Tax Considerations.”

Expected Accounting Treatment of the Business Combination (page 190)

The Business Combination will be accounted for as a reverse capitalization in accordance with GAAP. Under this method of accounting, APSG will be treated as the “acquired” company for accounting purposes and the Business Combination will be treated as the equivalent of GBT issuing stock for the net assets of APSG, accompanied by a recapitalization. The net assets of APSG will be stated at historical cost, with no goodwill or other intangible assets recorded.

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GBT has been determined to be the accounting acquirer based on the evaluation of the following facts and circumstances:

The preponderance of evidence as described above indicates that GBT is the accounting acquirer in the Business Combination.

Comparison of Corporate Governance and Shareholder Rights (page 359)

Following the consummation of the Business Combination, the rights of Acquiror Cayman Shareholders who become holders of Domesticated Acquiror Common Stock in the Business Combination will no longer be governed by APSG’s Existing Organizational Documents and instead will be governed by the Acquiror Delaware Certificate and the Acquiror Delaware Bylaws of Global Business Travel Group, Inc. See “Comparison of Corporate Governance and Shareholder Rights” beginning on page 359.

Summary of Risk Factors (page 61)

In addition to the other information contained in this proxy statement/prospectus, the following risks have the potential to impact the business and operations of PubCo and GBT. An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described in this proxy statement/prospectus, together with the other information contained in this proxy statement/prospectus. These risk factors are not exhaustive and all investors are encouraged to perform their own investigation with respect to the business, financial condition and prospects of PubCo, GBT and the Business Combination. The occurrence of any of the following risks or additional risks and uncertainties not presently known to us or that we currently believe are immaterial could have a material adverse effect on our business, financial condition, results of operations and future growth prospects. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to, the following (See “Risk Factors”). Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us,” or “our” refer to the business of GBT and its subsidiaries prior to the consummation of the Business Combination, and PubCo and its subsidiaries, including GBT, following the consummation of the Business Combination.

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Emerging Growth Company

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of the IPO, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

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SELECTED HISTORICAL CONSOLIDATED AND COMBINED

FINANCIAL INFORMATION OF GBT

The following tables summarize certain historical consolidated financial data of GBT as of, and for the periods ended on, the dates indicated. GBT is considered PubCo’s predecessor for accounting purposes, and its historical consolidated financial statements will be PubCo’s historical consolidated financial statements following the Business Combination. The selected historical financial data of APSG have not been presented because APSG has not engaged in any business or other activities except in connection with its formation and initial capitalization.

The selected historical consolidated statements of operations and statements of cash flows data for the years ended December 31, 2020, 2019 and 2018 and the selected historical consolidated balance sheets data as of December 31, 2020 and 2019 have been derived from the audited consolidated financial statements of GBT included elsewhere in this proxy statement/prospectus. The selected historical consolidated statements of operations and statements of cash flows data for the nine months ended September 30, 2021 and 2020 and the selected historical consolidated balance sheets data as of September 30, 2021 have been derived from the unaudited condensed consolidated financial statements of GBT included elsewhere in this proxy statement/prospectus. The unaudited condensed consolidated financial statements were prepared on a basis consistent with GBT’s annual audited consolidated financial statements. In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments, consisting only of normal and recurring adjustments, necessary for a fair statement of the results for those periods. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year or any future period.

The selected historical consolidated financial data set forth below should be read together with our consolidated financial statements and accompanying notes included elsewhere in this proxy statement/prospectus and “GBT’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The selected historical consolidated financial information set forth below is not intended to replace our consolidated financial statements and accompanying notes and is qualified in its entirety by our consolidated financial statements and accompanying notes included elsewhere in this proxy statement/prospectus. Our historical financial information is not necessarily indicative of the results or financial position that may be expected for or as of any period or date in the future.

As explained elsewhere in this proxy statement/prospectus, the financial information contained in this section relates to GBT, prior to and without giving pro forma effect to the impact of the Business Combination or Egencia Acquisition and, as a result, the results reflected in this section may not be indicative of the results of PubCo going forward. For additional information, see “Summary — Information About the Parties to the Business Combination — GBT JerseyCo Limited” and “Unaudited Pro Forma Condensed Combined Financial Information.”

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