Sec Form 13G Filing - Apollo Management Holdings GP LLC filing for BLUE WHALE ACQUISITION CORP I (BWC) - 2021-08-16

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

(Amendment No. )*

 

Under the Securities Exchange Act of 1934
 

 

Blue Whale Acquisition Corp I

(Name of Issuer)
 

Class A ordinary share, par value $0.0001 per share

(Title of Class of Securities)
 

G1330M111**

(CUSIP Number)
 
August 6, 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.

 

** Reflects the CUSIP number for the Issuers Units, each consisting of one share of Class A ordinary share and one-fourth of one redeemable warrant (the Units).

 

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).

 

 

 

 

 

 

CUSIP No. G1330M111    

 

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
35,045 shares
7  sole dispositive power
0 shares
8  shared dispositive power
35,045 shares

9  aggregate amount beneficially owned by each reporting person
35,045 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
           

2

 

 

CUSIP No. G1330M111    

 

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

 
35,045 shares
7 

sole dispositive power

 
0 shares
8 

shared dispositive power

 
35,045 shares

 

9 

aggregate amount beneficially owned by each reporting person

 

35,045 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

 

3

 

 

CUSIP No. G1330M111    

 

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

 
89,341 shares
7 

sole dispositive power

 
0 shares
8 

shared dispositive power

 
89,341 shares

 

9 

aggregate amount beneficially owned by each reporting person

 

89,341 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

  

4

 

 

 

CUSIP No. G1330M111    

 

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

 
855,093 shares
7 

sole dispositive power

 
0 shares
8 

shared dispositive power

 
855,093 shares

9 

aggregate amount beneficially owned by each reporting person

 

855,093 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)

 

4.3%
12 

type of reporting person (See Instructions)

 

CO

 

5

 

 

CUSIP No. G1330M111    

 

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

 

855,093 shares
7 

sole dispositive power

 

0 shares
8 

shared dispositive power

 

855,093 shares

9 

aggregate amount beneficially owned by each reporting person

 

855,093 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)

 

4.3%
12 

type of reporting person (See Instructions)

 

OO

 

6

 

 

CUSIP No. G1330M111    

 

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

 

855,093 shares
7 

sole dispositive power

 

0 shares
8 

shared dispositive power

 

855,093 shares

9 

aggregate amount beneficially owned by each reporting person

 

855,093 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)

 

4.3%
12 

type of reporting person (See Instructions)

 

PN

 

7

 

 

CUSIP No. G1330M111    

 

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

 

855,093 shares
7 

sole dispositive power

 

0 shares
8 

shared dispositive power

 

855,093 shares

9 

aggregate amount beneficially owned by each reporting person

 

855,093 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)

 

4.3%
12 

type of reporting person (See Instructions)

 

OO

 

8

 

 

  CUSIP No. G1330M111  

 

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
855,093 shares
7  sole dispositive power
0 shares
8  shared dispositive power
855,093 shares

9  aggregate amount beneficially owned by each reporting person
855,093 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)
4.3%
12  type of reporting person (See Instructions)
OO

 

9

 

 

  CUSIP No. G1330M111  

 

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
66,974 shares
7  sole dispositive power
0 shares
8  shared dispositive power
66,974 shares

9  aggregate amount beneficially owned by each reporting person
66,974 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)
0.3%
12  type of reporting person (See Instructions)
PN

 

10

 

 

  CUSIP No. G1330M111  

 

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
66,974 shares
7  sole dispositive power
0 shares
8  shared dispositive power
66,974 shares

9  aggregate amount beneficially owned by each reporting person
66,974 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)
0.3%
12  type of reporting person (See Instructions)
OO

 

11

 

 

  CUSIP No. G1330M111  

 

1  Name of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).		  
Apollo SPAC Fund I, 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  
Cayman Islands  

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5  sole voting power
0 shares
6  shared voting power
855,093 shares
7  sole dispositive power
0 shares
8  shared dispositive power
855,093 shares

9  aggregate amount beneficially owned by each reporting person
855,093 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)
4.3%
12  type of reporting person (See Instructions)
PN

 

12

 

 

 

CUSIP No. G1330M111    

 

1  Name of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).		  
Apollo SPAC Management I, 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
855,093 shares
7  sole dispositive power
0 shares
8  shared dispositive power
855,093 shares

9  aggregate amount beneficially owned by each reporting person
855,093 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)
4.3%
12  type of reporting person (See Instructions)
PN

 

13

 

 

CUSIP No. G1330M111    

 

1  Name of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).		  
Apollo SPAC Management I 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
855,093 shares
7  sole dispositive power
0 shares
8  shared dispositive power
855,093 shares

9  aggregate amount beneficially owned by each reporting person
855,093 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)
4.3%
12  type of reporting person (See Instructions)
OO

 

14

 

 

CUSIP No. G1330M111    

 

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
16,644 shares
7  sole dispositive power
0 shares
8  shared dispositive power
16,644 shares

9  aggregate amount beneficially owned by each reporting person
16,644 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

 

15

 

 

CUSIP No. G1330M111    

 

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
16,664 shares
7  sole dispositive power
0 shares
8  shared dispositive power
16,664 shares

9  aggregate amount beneficially owned by each reporting person
16,664 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

 

16

 

 

 

CUSIP No. G1330M111    

 

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

 

18,978 shares
7 

sole dispositive power

 
0 shares
8 

shared dispositive power

 

18,978 shares

9 

aggregate amount beneficially owned by each reporting person

 

18,978 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

 

 

17

 

 

CUSIP No. G1330M111    

 

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

 

2,000,000 shares
7 

sole dispositive power

 
0 shares
8 

shared dispositive power

 

2,000,000 shares

9 

aggregate amount beneficially owned by each reporting person

 

2,000,000 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)

 

10.0%
12 

type of reporting person (See Instructions)

 

PN

 

 

18

 

 

CUSIP No. G1330M111    

 

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

 

2,000,000 shares
7 

sole dispositive power

 
0 shares
8 

shared dispositive power

 

2,000,000 shares

9 

aggregate amount beneficially owned by each reporting person

 

2,000,000 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)

 

10.0%
12 

type of reporting person (See Instructions)

 

OO

 

 

19

 

 

CUSIP No. G1330M111    

 

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

 

2,000,000 shares
7 

sole dispositive power

 
0 shares
8 

shared dispositive power

 

2,000,000 shares

9 

aggregate amount beneficially owned by each reporting person

 

2,000,000 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)

 

10.0%
12 

type of reporting person (See Instructions)

 

PN

 

 

20

 

 

 

CUSIP No. G1330M111  

 

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< br> OWNED BY EACH
REPORTING PERSON
WITH:		 5  sole voting power
0 shares
6  shared voting power
2,000,000 shares
7  sole dispositive power
0 shares
8  shared dispositive power
2,000,000 shares

9  aggregate amount beneficially owned by each reporting person
2,000,000 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)
10.0%
12  type of reporting person (See Instructions)
OO

  

21

 

 

Item 1.(a)Name of Issuer

 

Blue Whale Acquisition Corp I

 

(b)Address of Issuer’s Principal Executive Offices

 

PO Box 1093, Boundary Hall, Cricket Square

Grand Caymans, Cayman Islands KY1-1102

 

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 SPAC Fund I, L.P. (“SPAC Fund I”); (xii) Apollo SPAC Management I, L.P. (“SPAC Management I”); (xiii) Apollo SPAC Management I GP, LLC (“SPAC Management I GP”); (xiv) Apollo Credit Management, LLC (“ACM LLC”); (xv) Apollo Capital Credit Management, LLC (“ACCM LLC”); (xvi) Apollo SA Management, LLC (“SA Management”); (xvii) Apollo Capital Management, L.P. (“Capital Management”); (xviii) Apollo Capital Management GP, LLC (“Capital Management GP”); (xix) Apollo Management Holdings, L.P. (“Management Holdings”); (xx) Apollo Management Holdings GP, LLC (“Management Holdings GP”). The foregoing are collectively referred to herein as the “Reporting Persons.”

 

SPAC Fund I, Atlas, PPF Credit Strategies, Credit Strategies and A-N Credit each holds 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. SPAC Management I serves as the investment manager for SPAC Fund I. The general partner of SPAC Management I is SPAC Management I GP.

 

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 SPAC Management I GP, ACCM LLC, and SA Management, the sole member and manager of ST Management Holdings, and provides investment management services for K2 Apollo Credit Master Fund Ltd. (“K2 Apollo”).

 

22

 

 

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 principal office of each of Atlas, PPF Credit Strategies, A-N Credit, and SPAC Fund I is One Manhattanville Road, Suite 201, Purchase, New York 10577. 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 principal office of each of Atlas Management, ST Management, ST Operating, ST Capital, ST Management Holdings, A-N Credit Management, SPAC Management I, SPAC Management I GP, 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.

 

(c)Citizenship

 

Atlas and Credit Strategies are each an exempted company incorporated in the Cayman Islands with limited liability. SPAC Fund I is a Cayman Islands exempted limited partnership. Atlas Management, PPF Credit Strategies, ST Management, ST Capital, ST Management Holdings, A-N Credit Management, SPAC Management I GP, ACM LLC, ACCM LLC, SA Management, Capital Management GP, and Management Holdings GP are each a Delaware limited liability company. ST Operating, A-N Credit, SPAC Management I, Capital Management, and Management Holdings are each a Delaware limited partnership.

 

(d)Title of Class of Securities

 

Class A ordinary share, par value $0.0001 per share (the “Common Stock”).

 

(e) CUSIP Number

 

G1330M111 (Reflects the CUSIP number for the Issuers Units, each consisting of one share of Class A ordinary share and one-fourth of one redeemable warrant (the Units).)

 

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.

 

Item 4.Ownership.

 

Beneficial ownership information is reported as of the date of filing of this Schedule 13G. The Common Stock reported herein are held in the form of units (the “Units”). Each Unit consists of one share of Common Stock and one-fourth of one redeemable warrant. Each whole redeemable warrant entitles the holder thereof to purchase one share of Common Stock upon the consummation of the Issuer’s initial business combination (“Initial Business Combination”), as described in more detail in the Issuer’s Prospectus filed with the SEC on August 4, 2021 (the “Prospectus”). Each warrant will become exercisable on the later of 30 days after the completion of the Issuer’s Initial Business Combination and 12 months from the effective date of the Prospectus, and will expire five years after the completion of the Issuer’s Initial Business Combination or earlier upon redemption or liquidation. In accordance with Rule 13d-3(d)(1) regarding securities which represent a right to acquire an underlying security, each Unit has been reported herein as representing the beneficial ownership of one (1) share of Common Stock.

 

23

 

 

(a)Amount beneficially owned:

 

Atlas   35,045 
Atlas Management   35,045 
PPF Credit Strategies   89,341 
Credit Strategies   855,093 
ST Management   855,093 
ST Operating   855,093 
ST Capital   855,093 
ST Management Holdings   855,093 
A-N Credit   66,974 
A-N Credit Management   66,974 
SPAC Fund I   855,093 
SPAC Management I   855,093 
SPAC Management I GP   855,093 
ACM LLC   16,644 
ACCM LLC   16,644 
SA Management   18,978 
Capital Management   2,000,000 
Capital Management GP   2,000,000 
Management Holdings   2,000,000 
Management Holdings GP   2,000,000 

 

Atlas, PPF Credit Strategies, Credit Strategies, A-N Credit, and SPAC Fund I each disclaims beneficial ownership of all shares of 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, SPAC Management I, SPAC Management I GP, ACM LLC, ACCM LLC, SA Management, Capital Management, Capital Management GP, Management Holdings and Management Holdings GP, and Messrs. Scott Kleinman, James Zelter, Joshua Harris and Marc Rowan, the managers, as well as executive officers, of Management Holdings GP, each disclaims 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.

 

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(b) Percent of class:

 

Atlas   0.2%
Atlas Management   0.2%
PPF Credit Strategies   0.4%
Credit Strategies   4.3%
ST Management   4.3%
ST Operating   4.3%
ST Capital   4.3%
ST Management Holdings   4.3%
A-N Credit   0.3%
A-N Credit Management   0.3%
SPAC Fund I   4.3%
SPAC Management I   4.3%
SPAC Management I GP   4.3%
ACM LLC   0.1%
ACCM LLC   0.1%
SA Management   0.1%
Capital Management   10.0%
Capital Management GP   10.0%
Management Holdings   10.0%
Management Holdings GP   10.0%

 

The percentages are based on 20,000,000 shares of Common Stock outstanding as of August 6, 2021, as disclosed in the Issuer’s Current Report on Form 8-K filed on August 6, 2021.

 

(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 35,045
Atlas Management 35,045
PPF Credit Strategies 89,341
Credit Strategies 855,093
ST Management 855,093
ST Operating 855,093
ST Capital 855,093
ST Management Holdings 855,093
A-N Credit 66,974
A-N Credit Management 66,974
SPAC Fund I 855,093
SPAC Management I 855,093
SPAC Management I GP 855,093
ACM LLC 16,644
ACCM LLC 16,644
SA Management 18,978
Capital Management 2,000,000
Capital Management GP 2,000,000
Management Holdings 2,000,000
Management Holdings GP 2,000,000

 

(iii)     Sole power to dispose or to direct the disposition of:

 

           0 for all Reporting Persons

 

25

 

 

(iv)     Shared power to dispose or to direct the disposition of:

 

855,093
Atlas 35,045
Atlas Management 35,045
PPF Credit Strategies 89,341
Credit Strategies 855,093
ST Management
ST Operating 855,093
ST Capital 855,093
ST Management Holdings 855,093
A-N Credit 66,974
A-N Credit Management 66,974
SPAC Fund I 855,093
SPAC Management I 855,093
SPAC Management I GP 855,093
ACM LLC 16,644
ACCM LLC 16,644
SA Management 18,978
Capital Management 2,000,000
Capital Management GP 2,000,000
Management Holdings 2,000,000
Management Holdings GP 2,000,000

 

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: [   ]

 

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.

 

Item 10.Certification.

 

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.]

 

26

 

 

 

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: August 16, 2021

 

  APOLLO ATLAS MASTER FUND, LLC
   
  By: Apollo Atlas Management, LLC,
    its investment manager
   
    By: /s/ Joseph D. Glatt
    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
   
    By: /s/ Joseph D. Glatt
    Name:Joseph D. Glatt
    Title:Vice President

 

  Apollo PPF Credit Strategies, LLC
   
  By: Apollo Credit Strategies Master Fund Ltd.,
    its sole member
   
    By: Apollo ST Fund Mana gement LLC,
      its investment manager

 

    By: /s/ Joseph D. Glatt
    Name:Joseph D. Glatt
    Title:Vice President

 

27

 

 

  APOLLO CREDIT STRATEGIES MASTER FUND LTD.
   
  By: Apollo ST Fund Management LLC,
    its investment manager

 

    By: /s/ Joseph D. Glatt
    Name:Joseph D. Glatt
    Title:Vice President

 

  APOLLO ST FUND MANAGEMENT LLC
   
  By: /s/ Joseph D. Glatt
  Name: Joseph D. Glatt
  Title: Vice President

 

  APOLLO ST OPERATING LP
   
  By: Apollo ST Capital LLC,
    its general partner

 

    By: /s/ Joseph D. Glatt
    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
   
    By: /s/ Joseph D. Glatt
    Name:Joseph D. Glatt
    Title:Vice President

 

28

 

 

  APOLLO A-N CREDIT MANAGEMENT, LLC
   
  By: /s/ Joseph D. Glatt
  Name: Joseph D. Glatt
  Title: Vice President
   
  APOLLO SPAC FUND I, L.P.
   
  By: Apollo SPAC Management I, L.P.,
    its investment manager
   
    By: Apollo SPAC Management I GP, LLC,
      its general partner

 

    By: /s/ Joseph D. Glatt
    Name:Joseph D. Glatt
    Title:Vice President

 

  APOLLO SPAC MANAGEMENT I, L.P.
   
  By: Apollo SPAC Management I GP, LLC,
    its general partner
   
    By: /s/ Joseph D. Glatt
    Name:Joseph D. Glatt
    Title:Vice President

 

  APOLLO SPAC MANAGEMENT I GP, LLC
   
  By: /s/ Joseph D. Glatt
  Name: Joseph D. Glatt
  Title: Vice President

 

  APOLLO CREDIT MANAGEMENT, LLC
   
  By: Apollo Capital Credit Management, LLC,
    its sole member
   
    By: /s/ Joseph D. Glatt
    Name:Joseph D. Glatt
    Title:Vice President

 

29

 

 

  APOLLO CAPITAL CREDIT MANAGEMENT, LLC
   
  By: /s/ Joseph D. Glatt
  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

 

    By: /s/ Joseph D. Glatt
    Name:Joseph D. Glatt
    Title:Vice President

 

  APOLLO CAPITAL MANAGEMENT, L.P.
   
  By: Apollo Capital Management GP, LLC,
    its general partner
   
    By: /s/ Joseph D. Glatt
    Name:Joseph D. Glatt
    Title:Vice President
   
  APOLLO CAPITAL MANAGEMENT GP, LLC
   
  By: /s/ Joseph D. Glatt
  Name: Joseph D. Glatt
  Title: Vice President

 

  APOLLO MANAGEMENT HOLDINGS, L.P.
   
  By: Apollo Management Holdings GP, LLC,
    its general partner

 

    By: /s/ Joseph D. Glatt
    Name: Joseph D. Glatt
    Title: Vice President

 

  APOLLO MANAGEMENT HOLDINGS GP, LLC
   
  By: /s/ Joseph D. Glatt
  Name: Joseph D. Glatt
  Title: Vice President

 

30