Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
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
|