|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
SCHEDULE
13G
(Amendment No. 2)*
|
Under
the Securities Exchange Act of 1934 |
|
Aequi Acquisition Corp.
|
|
(Name
of Issuer) |
|
|
|
Class A common stock, par value $0.0001 per share
|
|
(Title
of Class of Securities) |
|
|
|
00775W201
|
|
(CUSIP
Number) |
|
|
|
December 31,
2021 |
|
(Date
of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
| ¨ |
Rule 13d-1(b) |
| x |
Rule 13d-1(c) |
| ¨ |
Rule 13d-1(d) |
* The remainder
of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior
cover page.
The information required in the remainder of this cover
page shall not be deemed to be “filed” for the purpose of
Section 18 of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however,
see the Notes).
|
1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Apollo Atlas Master Fund, LLC |
|
2 |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(See Instructions)
|
(a)
¨
(b)
¨
|
|
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
SOLE VOTING POWER
0 shares
|
|
6 |
SHARED VOTING POWER
54,630 shares
|
|
7 |
SOLE DISPOSITIVE
POWER
0 shares
|
|
8 |
SHARED DISPOSITIVE
POWER
54,630 shares
|
|
9 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,630 shares
|
|
10 |
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See
Instructions)
|
x |
|
11 |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
0.2%
|
|
12 |
TYPE OF REPORTING PERSON
(See Instructions)
OO
|
|
1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Apollo Atlas Management, LLC |
|
2 |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(See Instructions)
|
(a)
¨
(b)
¨
|
|
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
SOLE VOTING POWER
0 shares
|
|
6 |
SHARED VOTING POWER
54,630 shares
|
|
7 |
SOLE DISPOSITIVE
POWER
0 shares
|
|
8 |
SHARED DISPOSITIVE
POWER
54,630 shares
|
|
9 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,630 shares
|
|
10 |
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See
Instructions)
|
x |
|
11 |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
0.2%
|
|
12 |
TYPE OF REPORTING PERSON
(See Instructions)
OO
|
|
1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Apollo PPF Credit Strategies,
LLC |
|
2 |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(See Instructions)
|
(a)
¨
(b)
¨
|
|
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
SOLE VOTING POWER
0 shares
|
|
6 |
SHARED VOTING POWER
107,831 shares
|
|
7 |
SOLE DISPOSITIVE
POWER
0 shares
|
|
8 |
SHARED DISPOSITIVE
POWER
107,831 shares
|
|
9 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
107,831 shares
|
|
10 |
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See
Instructions)
|
x |
|
11 |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
0.5%
|
|
12 |
TYPE OF REPORTING PERSON
(See Instructions)
OO
|
|
1 |
NAME OF REPORTING
PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Apollo Credit Strategies Master Fund
Ltd.
|
|
2 |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(See Instructions)
|
(a)
¨
(b)
¨
|
|
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
SOLE VOTING POWER
0 shares
|
|
6 |
SHARED VOTING POWER
836,813 shares
|
|
7 |
SOLE DISPOSITIVE
POWER
0 shares
|
|
8 |
SHARED DISPOSITIVE
POWER
836,813 shares
|
|
9 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
836,813 shares
|
|
10 |
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See
Instructions)
|
x |
|
11 |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
3.6%
|
|
12 |
TYPE OF REPORTING PERSON
(See Instructions)
CO
|
|
1 |
NAME OF REPORTING
PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Apollo ST Fund
Management LLC
|
|
2 |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(See Instructions)
|
(a)
¨
(b)
¨
|
|
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
SOLE VOTING POWER
0 shares
|
|
6 |
SHARED VOTING POWER
836,813 shares
|
|
7 |
SOLE DISPOSITIVE
POWER
0 shares
|
|
8 |
SHARED DISPOSITIVE
POWER
836,813 shares
|
|
9 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
836,813 shares
|
|
10 |
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See
Instructions)
|
x |
|
11 |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
3.6%
|
|
12 |
TYPE OF REPORTING PERSON
(See Instructions)
OO
|
|
1 |
Name of
Reporting PersonS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Apollo ST Operating LP
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See
Instructions) |
(a) ¨
(b) ¨
|
|
3 |
SEC USE
ONLY
|
|
4 |
CITIZENship or place
of organization
Delaware
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power
0 shares
|
|
6 |
shared
voting power
836,813 shares
|
|
7 |
sole
dispositive power
0 shares
|
|
8 |
shared
dispositive power
836,813 shares
|
|
9 |
aggregate
amount beneficially owned by each reporting person
836,813 shares
|
|
10 |
check box if the aggregate amount in row (9) excludes certain
shares (See
Instructions)
|
x |
|
11 |
percent of
class represented by amount in row (9)
3.6%
|
|
12 |
type of
reporting person (See
Instructions)
PN
|
|
1 |
Name of
Reporting PersonS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Apollo ST Capital LLC
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See
Instructions) |
(a) ¨
(b) ¨
|
|
3 |
SEC USE
ONLY
|
|
4 |
CITIZENship or place
of organization
Delaware
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power
0 shares
|
|
6 |
shared
voting power
836,813 shares
|
|
7 |
sole
dispositive power
0 shares
|
|
8 |
shared
dispositive power
836,813 shares
|
|
9 |
aggregate
amount beneficially owned by each reporting person
836,813 shares
|
|
10 |
check box if the aggregate amount in row (9) excludes certain
shares (See
Instructions)
|
x |
|
11 |
percent of
class represented by amount in row (9)
3.6%
|
|
12 |
type of
reporting person (See
Instructions)
OO
|
|
1 |
Name of
Reporting PersonS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
ST Management Holdings,
LLC
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See
Instructions) |
(a) ¨
(b) ¨
|
|
3 |
SEC USE
ONLY
|
|
4 |
CITIZENship or place
of organization
Delaware
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power
0 shares
|
|
6 |
shared
voting power
836,813 shares
|
|
7 |
sole
dispositive power
0 shares
|
|
8 |
shared
dispositive power
836,813 shares
|
|
9 |
aggregate
amount beneficially owned by each reporting person
836,813 shares
|
|
10 |
check box if the aggregate amount in row (9) excludes certain
shares (See
Instructions)
|
x |
|
11 |
percent of
class represented by amount in row (9)
3.6%
|
|
12 |
type of
reporting person (See
Instructions)
OO
|
|
1 |
Name of
Reporting PersonS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Apollo A-N Credit Fund (Delaware),
L.P.
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See
Instructions) |
(a) ¨
(b) ¨
|
|
3 |
SEC USE
ONLY
|
|
4 |
CITIZENship or place
of organization
Delaware
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power
0 shares
|
|
6 |
shared
voting power
83,127 shares
|
|
7 |
sole
dispositive power
0 shares
|
|
8 |
shared
dispositive power
83,127 shares
|
|
9 |
aggregate
amount beneficially owned by each reporting person
83,127 shares
|
|
10 |
check box if the aggregate amount in row (9) excludes certain
shares (See
Instructions)
|
x |
|
11 |
percent of
class represented by amount in row (9)
0.4%
|
|
12 |
type of
reporting person (See
Instructions)
PN
|
|
1 |
Name of
Reporting PersonS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Apollo A-N Credit Management,
LLC
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See
Instructions) |
(a) ¨
(b) ¨
|
|
3 |
SEC USE
ONLY
|
|
4 |
CITIZENship or place
of organization
Delaware
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power
0 shares
|
|
6 |
shared
voting power
83,127 shares
|
|
7 |
sole
dispositive power
0 shares
|
|
8 |
shared
dispositive power
83,127 shares
|
|
9 |
aggregate
amount beneficially owned by each reporting person
83,127 shares
|
|
10 |
check box if the aggregate amount in row (9) excludes certain
shares (See
Instructions)
|
x |
|
11 |
percent of
class represented by amount in row (9)
0.4%
|
|
12 |
type of
reporting person (See
Instructions)
OO
|
|
1 |
Name of
Reporting PersonS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Apollo Credit Management, LLC
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See
Instructions) |
(a) ¨
(b) ¨
|
|
3 |
SEC USE
ONLY
|
|
4 |
CITIZENship or place
of organization
Delaware
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power
0 shares
|
|
6 |
shared
voting power
17,984 shares
|
|
7 |
sole
dispositive power
0 shares
|
|
8 |
shared
dispositive power
17,984 shares
|
|
9 |
aggregate
amount beneficially owned by each reporting person
17,984 shares
|
|
10 |
check box if the aggregate amount in row (9) excludes certain
shares (See
Instructions)
|
x |
|
11 |
percent of
class represented by amount in row (9)
0.1%
|
|
12 |
type of
reporting person (See
Instructions)
OO
|
|
1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Apollo Capital Credit Management, LLC |
|
2 |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(See Instructions)
|
(a)
¨
(b)
¨
|
|
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
SOLE VOTING POWER
0 shares
|
|
6 |
SHARED VOTING POWER
17,984 shares
|
|
7 |
SOLE DISPOSITIVE
POWER
0 shares
|
|
8 |
SHARED DISPOSITIVE
POWER
17,984 shares
|
|
9 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,984 shares
|
|
10 |
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See
Instructions)
|
x |
|
11 |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
0.1%
|
|
12 |
TYPE OF REPORTING PERSON
(See Instructions)
OO
|
|
1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Apollo SA Management, LLC |
|
2 |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(See Instructions)
|
(a)
¨
(b)
¨
|
|
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
SOLE VOTING POWER
0 shares
|
|
6 |
SHARED VOTING POWER
23,197 shares
|
|
7 |
SOLE DISPOSITIVE
POWER
0 shares
|
|
8 |
SHARED DISPOSITIVE
POWER
23,197 shares
|
|
9 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,197 shares
|
|
10 |
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See
Instructions)
|
x |
|
11 |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
0.1%
|
|
12 |
TYPE OF REPORTING PERSON
(See Instructions)
OO
|
|
1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Apollo Capital Management, L.P. |
|
2 |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(See Instructions)
|
(a)
¨
(b)
¨
|
|
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
SOLE VOTING POWER
0 shares
|
|
6 |
SHARED VOTING POWER
1,083,587 shares
|
|
7 |
SOLE DISPOSITIVE
POWER
0 shares
|
|
8 |
SHARED DISPOSITIVE
POWER
1,083,587 shares
|
|
9 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,083,587 shares
|
|
10 |
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See
Instructions)
|
¨ |
|
11 |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
4.7%
|
|
12 |
TYPE OF REPORTING PERSON
(See Instructions)
PN
|
|
1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Apollo Capital Management GP, LLC |
|
2 |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(See Instructions)
|
(a)
¨
(b)
¨
|
|
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
SOLE VOTING POWER
0 shares
|
|
6 |
SHARED VOTING POWER
1,083,587 shares
|
|
7 |
SOLE DISPOSITIVE
POWER
0 shares
|
|
8 |
SHARED DISPOSITIVE
POWER
1,083,587 shares
|
|
9 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,083,587 shares
|
|
10 |
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See
Instructions)
|
¨ |
|
11 |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
4.7%
|
|
12 |
TYPE OF REPORTING PERSON
(See Instructions)
OO
|
|
1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Apollo Management Holdings, L.P. |
|
2 |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(See Instructions)
|
(a)
¨
(b)
¨
|
|
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
SOLE VOTING POWER
0 shares
|
|
6 |
SHARED VOTING POWER
1,083,587 shares
|
|
7 |
SOLE DISPOSITIVE
POWER
0 shares
|
|
8 |
SHARED DISPOSITIVE
POWER
1,083,587 shares
|
|
9 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,083,587 shares
|
|
10 |
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See
Instructions)
|
¨ |
|
11 |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
4.7%
|
|
12 |
TYPE OF REPORTING PERSON
(See Instructions)
PN
|
|
1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Apollo Management Holdings GP, LLC |
|
2 |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(See Instructions)
|
(a)
¨
(b)
¨
|
|
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
SOLE VOTING POWER
0 shares
|
|
6 |
SHARED VOTING POWER
1,083,587 shares
|
|
7 |
SOLE DISPOSITIVE
POWER
0 shares
|
|
8 |
SHARED DISPOSITIVE
POWER
1,083,587 shares
|
|
9 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,083,587 shares
|
|
10 |
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See
Instructions)
|
¨ |
|
11 |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
4.7%
|
|
12 |
TYPE OF REPORTING PERSON
(See Instructions)
OO
|
|
Item 1. |
(a) |
Name of Issuer |
Aequi Acquisition Corp.
|
(b) |
Address of Issuer’s Principal Executive
Offices |
500 West Putnam Avenue,
Suite 400
Greenwich, CT 06830
| Item 2. |
(a) |
Name of Person Filing |
This
statement is filed by (i) Apollo Atlas Master Fund, LLC (“Atlas”);
(ii) Apollo Atlas Management, LLC (“Atlas Management”);
(iii) Apollo PPF Credit Strategies, LLC (“PPF Credit
Strategies”); (iv) Apollo Credit Strategies Master Fund Ltd.
(“Credit Strategies”); (v) Apollo ST Fund Management LLC (“ST
Management”); (vi) Apollo ST Operating LP (“ST Operating”);
(vii) Apollo ST Capital LLC (“ST Capital”); (viii) ST
Management Holdings, LLC (“ST Management Holdings”);
(ix) Apollo A-N Credit Fund (Delaware), L.P. (“A-N Credit”);
(x) Apollo A-N Credit Management, LLC (“A-N Credit
Management”); (xi) Apollo Credit Management, LLC (“ACM LLC”);
(xii) Apollo Capital Credit Management, LLC (“ACCM LLC”);
(xiii) Apollo SA Management, LLC (“SA Management”);
(xiv) Apollo Capital Management, L.P. (“Capital Management”);
(xv) Apollo Capital Management GP, LLC (“Capital Management
GP”); (xvi) Apollo Management Holdings, L.P. (“Management
Holdings”); and (xvii) Apollo Management Holdings GP, LLC
(“Management Holdings GP”). The foregoing are collectively referred
to herein as the “Reporting Persons.”
Atlas, PPF Credit Strategies, Credit
Strategies, and A-N Credit, each hold securities of the
Issuer.
Atlas
Management serves as the investment manager of Atlas.
Credit Strategies is the sole member
of PPF Credit Strategies. ST Management serves as the
investment manager for Credit Strategies. ST Operating is the
sole member of ST Management. The general partner of
ST Operating is ST Capital. ST Management Holdings is the sole
member of ST Capital.
A-N Credit Management serves as
the investment manager for A-N Credit.
ACM LLC provides investment
management services for Franklin K2 Long Short Credit Fund
(“Franklin K2”) and FASF Franklin K2 Alternative Strategies Fund
(“FASF-Franklin K2”). ACCM LLC is the sole member of ACM
LLC.
SA Management provides investment
management services for Franklin Templeton Investment Funds -
Franklin K2 Alternative Strategies Fund (“FTIF-Franklin
K2”).
Capital
Management serves as the sole member of Atlas Management, A-N Credit Management,
ACCM LLC, and SA Management, the sole member and manager of ST
Management Holdings, and provides investment management services
for K2 Apollo Liquid Credit Master Fund Ltd. (“K2 Apollo”). Capital
Management GP serves as the general partner of Capital Management.
Management Holdings serves as the sole member and manager of
Capital Management GP, and Management Holdings GP serves as the
general partner of Management Holdings.
|
(b) |
Address of Principal Business Office or, if
none, Residence |
The address of the principal office
of each of Atlas, PPF Credit Strategies and A-N Credit is One
Manhattanville Road, Suite 201, Purchase, New York 10577. The
address of the principal office of Credit Strategies is c/o Walkers
Corporate Limited, Cayman Corporate Centre, 27 Hospital Road,
George Town, Grand Cayman, KY-9008, Cayman Islands. The address of
the principal office of each of Atlas Management, ST Management, ST
Operating, ST Capital, ST Management Holdings, A-N Credit
Management, ACM LLC, ACCM LLC, SA Management, Capital Management,
Capital Management GP, Management Holdings, and Management Holdings
GP is 9 W. 57th Street, 43rd Floor, New York,
New York 10019.
Atlas and Credit Strategies are each
exempted companies incorporated in the Cayman Islands with limited
liability. Atlas Management, PPF Credit Strategies, ST Management,
ST Capital, ST Management Holdings, A-N Credit Management, ACM
LLC, ACCM LLC, SA Management, Capital Management GP, and Management
Holdings GP are each Delaware limited liability companies. ST
Operating, A-N Credit, Capital Management, and Management Holdings
are each Delaware limited partnerships.
|
(d) |
Title of Class of
Securities |
Class A common stock, par value
$0.0001 per share (the “Common Stock”).
00775W201
|
Item 3. |
If this statement is filed pursuant to
Rule 13d-1(b), or 13d-2(b) or (c), check whether the
person filing is a: |
Not applicable.
Beneficial ownership information is
reported as of the date of filing of this Schedule 13G, and
includes warrants exercisable within 60 days from the date hereof.
The Reporting Persons hold warrants exercisable for an aggregate of
38,356 shares of Common Stock.
|
|
(a) |
Amount beneficially owned: |
|
Atlas |
|
|
54,630 |
|
|
Atlas Management |
|
|
54,630 |
|
|
PPF Credit Strategies |
|
|
107,831 |
|
|
Credit Strategies |
|
|
836,813 |
|
|
ST Management |
|
|
836,813 |
|
|
ST Operating |
|
|
836,813 |
|
|
ST Capital |
|
|
836,813 |
|
|
ST Management Holdings |
|
|
836,813 |
|
|
A-N Credit |
|
|
83,127 |
|
|
A-N Credit
Management |
|
|
83,127 |
|
|
ACM LLC |
|
|
17,984 |
|
|
ACCM LLC |
|
|
17,984 |
|
|
SA Management |
|
|
23,197 |
|
|
Capital Management |
|
|
1,083,587 |
|
|
Capital Management GP |
|
|
1,083,587 |
|
|
Management Holdings |
|
|
1,083,587 |
|
|
Management Holdings GP |
|
|
1,083,587 |
|
Atlas, PPF Credit Strategies, Credit
Strategies, and A-N Credit each disclaims beneficial ownership of
all shares of the Common Stock included in this report other than
the shares of Common Stock held of record by such Reporting Person,
and the filing of this report shall not be construed as an
admission that any such person or entity is the beneficial owner of
any such securities for purposes of Section 13(d) or
13(g) of the Securities Exchange Act of 1934, as amended, or
for any other purpose. Atlas Management, ST Management, ST
Operating, ST Capital, ST Management Holdings, A-N Credit
Management, ACM LLC, ACCM LLC, SA Management, Capital Management,
Capital Management GP, Management Holdings and Management
Holdings GP, and Messrs. Marc Rowan, Scott Kleinman and
James Zelter, the managers, as well as executive officers, of
Management Holdings GP, each disclaim beneficial ownership of
all shares of Common Stock included in this report, and the filing
of this report shall not be construed as an admission that any such
person or entity is the beneficial owner of any such securities for
purposes of Section 13(d) or 13(g) of the Securities
Exchange Act of 1934, as amended, or for any other
purpose.
|
Atlas |
|
|
0.2 |
% |
|
Atlas Management |
|
|
0.2 |
% |
|
PPF Credit Strategies |
|
|
0.5 |
% |
|
Credit Strategies |
|
|
3.6 |
% |
|
ST Management |
|
|
3.6 |
% |
|
ST Operating |
|
|
3.6 |
% |
|
ST Capital |
|
|
3.6 |
% |
|
ST Management Holdings |
|
|
3.6 |
% |
|
A-N Credit |
|
|
0.4 |
% |
|
A-N Credit
Management |
|
|
0.4 |
% |
|
ACM LLC |
|
|
0.1 |
% |
|
ACCM LLC |
|
|
0.1 |
% |
|
SA Management |
|
|
0.1 |
% |
|
Capital Management |
|
|
4.7 |
% |
|
Capital Management GP |
|
|
4.7 |
% |
|
Management Holdings |
|
|
4.7 |
% |
|
Management Holdings GP |
|
|
4.7 |
% |
The percentages are based on
23,000,000 shares of Common Stock outstanding as of
December 2, 2021, as disclosed in the Issuer’s Quarterly
Report on Form 10-Q filed on that same date.
|
|
(c) |
Number of shares as to which the person
has: |
|
|
(i) |
Sole power to vote or to direct the
vote: |
0 for all Reporting
Persons.
|
|
(ii) |
Shared power to vote or to direct the
vote: |
|
Atlas |
|
|
54,630 |
|
|
Atlas Management |
|
|
54,630 |
|
|
PPF Credit Strategies |
|
|
107,831 |
|
|
Credit Strategies |
|
|
836,813 |
|
|
ST Management |
|
|
836,813 |
|
|
ST Operating |
|
|
836,813 |
|
|
ST Capital |
|
|
836,813 |
|
|
ST Management Holdings |
|
|
836,813 |
|
|
A-N Credit |
|
|
83,127 |
|
|
A-N Credit
Management |
|
|
83,127 |
|
|
ACM LLC |
|
|
17,984 |
|
|
ACCM LLC |
|
|
17,984 |
|
|
SA Management |
|
|
23,197 |
|
|
Capital Management |
|
|
1,083,587 |
|
|
Capital Management GP |
|
|
1,083,587 |
|
|
Management Holdings |
|
|
1,083,587 |
|
|
Management Holdings GP |
|
|
1,083,587 |
|
|
|
(iii) |
Sole power to dispose or to direct the
disposition of: |
0 for all Reporting
Persons.
| |
(iv) |
Shared
power to dispose or to direct the disposition of: |
|
Atlas |
|
|
54,630 |
|
|
Atlas Management |
|
|
54,630 |
|
|
PPF Credit Strategies |
|
|
107,831 |
|
|
Credit Strategies |
|
|
836,813 |
|
|
ST Management |
|
|
836,813 |
|
|
ST Operating |
|
|
836,813 |
|
|
ST Capital |
|
|
836,813 |
|
|
ST Management Holdings |
|
|
836,813 |
|
|
A-N Credit |
|
|
83,127 |
|
|
A-N Credit
Management |
|
|
83,127 |
|
|
ACM LLC |
|
|
17,984 |
|
|
ACCM LLC |
|
|
17,984 |
|
|
SA Management |
|
|
23,197 |
|
|
Capital Management |
|
|
1,083,587 |
|
|
Capital Management GP |
|
|
1,083,587 |
|
|
Management Holdings |
|
|
1,083,587 |
|
|
Management Holdings GP |
|
|
1,083,587 |
|
|
Item 5. |
Ownership of Five Percent or Less of a
Class. |
If this statement is being filed to
report the fact that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five percent of the
class of securities, check the following: x
|
Item 6. |
Ownership of More than Five Percent on Behalf
of Another Person. |
Not applicable.
|
Item 7. |
Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company. |
Not applicable.
|
Item 8. |
Identification and Classification of Members
of the Group. |
Not applicable.
|
Item 9. |
Notice of Dissolution of
Group. |
Not applicable.
By signing below, I certify
that, to the best of my knowledge and belief, the securities
referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any
transaction having that purpose or effect.
[The remainder of this page is
intentionally left blank.]
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 14, 2022
| |
APOLLO ATLAS MASTER FUND, LLC |
| |
By: |
Apollo Atlas Management, LLC, |
| |
|
its investment manager |
|
|
|
Name: |
Joseph D. Glatt |
| |
|
Title: |
Vice President |
| |
APOLLO ATLAS MANAGEMENT, LLC |
| |
By: |
Apollo Capital Management, L.P., |
| |
|
its sole member |
| |
|
By: |
Apollo Capital Management GP, LLC, |
| |
|
|
its general partner |
|
|
|
|
Name: |
Joseph D. Glatt |
| |
|
|
Title: |
Vice President |
| |
APOLLO PPF CREDIT STRATEGIES,
LLC |
| |
By: |
Apollo PPF Credit Strategies Management,
LLC, |
| |
|
its investment manager |
|
|
|
Name: |
Joseph D. Glatt |
| |
|
Title: |
Vice President |
| |
APOLLO CREDIT STRATEGIES MASTER FUND
LTD. |
| |
By: |
Apollo ST Fund Management LLC, |
| |
|
its investment manager |
|
|
|
Name: |
Joseph D. Glatt |
| |
|
Title: |
Vice President |
|
|
APOLLO ST FUND MANAGEMENT LLC |
|
|
Name: |
Joseph D.
Glatt |
| |
Title: |
Vice President |
| |
By: |
Apollo ST Capital LLC, |
| |
|
its general partner |
|
|
|
Name: |
Joseph D. Glatt |
| |
|
Title: |
Vice President |
| |
APOLLO ST CAPITAL
LLC |
| |
|
|
|
By: |
/s/ Joseph D. Glatt |
|
|
Name: |
Joseph D.
Glatt |
| |
Title: |
Vice President |
| |
ST MANAGEMENT
HOLDINGS, LLC |
| |
|
|
|
By: |
/s/ Joseph D. Glatt |
|
|
Name: |
Joseph D.
Glatt |
| |
Title: |
Vice President |
| |
APOLLO A-N CREDIT FUND (DELAWARE),
L.P. |
| |
By: |
Apollo A-N Credit Management, LLC, |
| |
|
its investment manager |
|
|
|
Name: |
Joseph D. Glatt |
| |
|
Title: |
Vice President |
|
|
APOLLO A-N CREDIT MANAGEMENT, LLC |
|
|
Name: |
Joseph D. Glatt |
| |
Title: |
Vice President |
| |
APOLLO CREDIT MANAGEMENT, LLC |
| |
By: |
Apollo Capital Credit Management, LLC, |
| |
|
its sole member |
|
|
|
Name: |
Joseph D. Glatt |
| |
|
Title: |
Vice President |
|
|
APOLLO CAPITAL CREDIT MANAGEMENT, LLC |
|
|
Name: |
Joseph D.
Glatt |
| |
Title: |
Vice President |
| |
APOLLO SA MANAGEMENT, LLC |
| |
By: |
Apollo Capital Management, L.P., |
| |
|
its sole member |
| |
|
By: |
Apollo Capital Management GP, LLC, |
| |
|
|
its general partner |
|
|
|
|
Name: |
Joseph D. Glatt |
| |
|
|
Title: |
Vice President |
| |
APOLLO CAPITAL MANAGEMENT, L.P. |
| |
By: |
Apollo Capital Management GP, LLC, |
| |
|
its general partner |
|
|
|
Name: |
Joseph D. Glatt |
| |
|
Title: |
Vice President |
| |
APOLLO CAPITAL MANAGEMENT GP,
LLC |
|
|
Name: |
Joseph D. Glatt |
| |
Title: |
Vice President |
| |
APOLLO MANAGEMENT HOLDINGS, L.P. |
| |
By: |
Apollo Management Holdings GP, LLC, |
| |
|
its general partner |
|
|
|
Name: |
Joseph D. Glatt |
| |
|
Title: |
Vice President |
| |
APOLLO MANAGEMENT HOLDINGS GP,
LLC |
|
|
Name: |
Joseph
D. Glatt |
| |
Title: |
Vice
President |
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