FD Regulation Disclosure, Financial Statements and Supporting Documents (Form 8-K)

Article 7.01. FD Regulation Disclosure.

At December 3, 2021, Apollo Strategic Growth Capital (“APSG” or the “Company”) announced that it had entered into a business combination agreement on December 2, 2021 with GBT JerseyCo Limited, a limited liability company incorporated under the laws of Jersey (“GBT”), to form a combined company which will be the world’s leading B2B travel platform.

Pursuant to the proposed business combination (the “Business Combination”), among others, the Company, which currently holds approximately $ 817 million in cash in trust, will combine with GBT at a $ 5.3 billion pro forma market capitalization. The cash proceeds related to the business combination, which will be contributed to GBT, will be funded by a combination of the Company’s cash in trust and a $ 335 million private investment fully engaged in ordinary shares in public shares at $ 10.00 per share. The closing of the Business Combination is subject to the satisfaction of customary closing conditions, including the approval of APSG shareholders and certain regulatory approvals. A copy of the press release announcing the transaction is attached hereto as Exhibit 99.1 and incorporated by reference herein.

At December 3, 2021, APSG has made available a pre-recorded conference call with the Joint Investors and associated documents to discuss the proposed transaction. A transcript of the pre-recorded conference call and associated documents are provided attached as Exhibits 99.2 and 99.3, respectively, and incorporated by reference herein.

The information set out in this Section 7.01 of this current report on Form 8-K will not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the requirements of this section, and shall not be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended or the Exchange Act, except as is expressly stipulated by specific reference in this deposit.


Forward-Looking Statements


This communication contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, section 27A of the Securities Act and section 21E of the Exchange Act, including certain financial forecasts and projections. All statements other than statements of historical fact contained in this communication, including statements regarding future results of operations and financial condition, expected products and services, business strategy and plans, management objectives for operations GBT’s futures, market size and growth opportunities, competitive position, and technology and market trends, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “anticipate”, “expect”, “suggest”, “plan”, “believe”, “intend”, “estimate” , “Target,” “predict”, “projects”, “should”, “could”, “could”, “could”, “will”, “continue”, “foresee” or other similar expressions. forward-looking statements are based on estimates and forecasts and reflect the views, assumptions, expectations and opinions of GBT and APSG as of the date of this communication, and may include, without limitation, changes in the conditions general economic conditions due to COVID-19, which are therefore all subject to change. Any such estimates, assumptions, expectations, forecasts, views or opinions set forth in this communication should be considered indicative, preliminary and for illustrative purposes. only and should not be considered to have been born necessarily indicative of future results.

The forward-looking statements and financial forecasts and projections contained in this communication are subject to a number of factors, risks and uncertainties, some of which are not currently known to GBT or the APSG. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of APSG’s final prospectus regarding its initial public offering and other filings with the APSG. Security and Trade Commission (the second “). These filings identify and address other significant risks and uncertainties that could cause actual events and results to differ materially from the expected results contained in forward-looking statements.


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Most of these factors are beyond the control of APSG and GBT and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the outcome of any legal proceedings that may be brought against APSG or GBT following the announcement of the transaction; (2) the inability to complete the Business Combination, in particular due to the inability to simultaneously close the Business Combination and the PIPE or due to the failure to obtain APSG shareholder approval; (3) delays in obtaining, adverse conditions contained in, or failure to obtain the necessary regulatory approvals or full regulatory reviews required to complete the Business Combination; (4) the risk that the Business Combination will disrupt current plans and operations following the announcement and completion of the Business Combination; (5) the inability to recognize the anticipated benefits of the business combination, which may be affected, among other things, by competition, the combined ability of the business to grow and manage its growth profitably, to maintain relationships with customers and suppliers and to retain key employees; (6) costs related to the Business Combination; (7) changes in applicable laws or regulations; (8) the possibility that the merged company will be affected by other economic, commercial and / or competitive factors; (9) the impact of the global COVID-19 pandemic; and (10) other risks and uncertainties described in documents filed by APSG. The APSG and GBT caution that the above list of factors is not exclusive and should not place undue reliance on forward-looking statements, including projections, which speak only as of the date they are posted. Neither APSG nor GBT undertake or accept any obligation to issue any updates or revisions to forward-looking statements to reflect any change in their expectations or any change in the events, conditions or circumstances upon which such statement is based. , unless required by law. .


No Offer or Solicitation


This communication is for information purposes only and does not constitute an offer to sell or buy, or a solicitation of an offer to sell, buy or subscribe for securities in any jurisdiction whatsoever, or a solicitation of proxy, vote, consent or approval. relating to the business combination or otherwise in any jurisdiction, nor will there be any sale of securities in any jurisdiction in which the offering, solicitation or sale would be illegal prior to registration or qualification under the securities laws of those jurisdictions.

Additional information and where to find it

In connection with the proposed business combination, APSG intends to file a registration statement on Form S-4 with the SECOND containing a preliminary prospectus and preliminary proxy circular, and after the registration statement becomes effective, APSG will mail a proxy circular / final prospectus relating to the proposed business combination to its shareholders. This communication does not contain all of the information that should be taken into account regarding the proposed Business Combination and is not intended to form the basis of an investment decision or any other decision regarding the Business Combination. APSG shareholders and other interested parties are advised to read, when available, the Proxy Circular / Preliminary Prospectus and its amendments as well as the Proxy Circular / Final Prospectus and others. documents filed in connection with the proposed business combination, as these documents will contain important information. on GBT, APSG and the proposed business combination. When available, the proxy circular / final prospectus and other documents relevant to the proposed business combination will be mailed to APSG shareholders on a record date to be established for voting on. the proposed business combination. These shareholders will also be able to obtain copies of the Proxy Circular / Preliminary Prospectus, Proxy Circular / Final Prospectus and other documents filed with the SECOND, free of charge, once available, at DRY
www.sec.gov, or by sending a request to Apollo Strategic Growth Capital, 9 West 57th Street, 43rd floor, New York, New York State 10019, Attention: James crossen, (212) 515-3200.

Participants in the call for tenders

APSG and its directors and officers may be considered participants in the solicitation of proxies from APSG shareholders with respect to the business combination. Information concerning the directors and officers of the APSG is contained in the annual report of the APSG on form 10-K / A for the financial year ended.
December 31, 2020, which was deposited with the SECOND to November 29, 2021. Additional information with respect to such participants will be contained in the Proxy Circular / Prospectus relating to the proposed business combination and other relevant documents filed with the SECOND when they become available. Free copies of these documents can be obtained as described in the previous paragraph.


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GBT and its directors and officers may also be considered as participants in the solicitation of proxies from APSG shareholders in connection with the Business Combination. A list of the names of such directors and officers and information regarding their interests in the business combination will be set out in the management proxy circular / prospectus relating to the proposed business combination when available.

Item 9.01 Financial statements and supporting documents.



(d) Exhibits.



Exhibit
  No.                                      Description
  99.1       Press Release, dated December 3, 2021.
  99.2       Transcript of Pre-Recorded Conference Call Released on December 3, 2021.
  99.3       Investor Presentation, dated December 3, 2021.
104        Cover Page Interactive Data File (embedded within the Inline XBRL document).




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