Sec Form 13G Filing - Apollo Management Holdings GP LLC filing for GENERATION ASIA I ACQ LTD (GAQ) - 2024-02-13

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G
(Amendment No. 2)*

 

Under the Securities Exchange Act of 1934

 

Generation Asia I Acquisition Limited

(Name of Issuer)

 

Class A ordinary share, par value $0.0001 per share

(Title of Class of Securities)

 

G38258102

(CUSIP Number)

 

December 31, 2023

(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).

 

 

  

CUSIP No. G38258102

 

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
			0 shares
		7	sole dispositive power
			0 shares
		8	shared dispositive power
			0 shares
9	aggregate amount beneficially owned by each reporting person
	0 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)
	0.0%
12	type of reporting person (See Instructions)
	PN

  

  

CUSIP No. G38258102

 

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
			0 shares
		7	sole dispositive power
			0 shares
		8	shared dispositive power
			0 shares
9	aggregate amount beneficially owned by each reporting person
	0 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)
	9.0%
12	type of reporting person (See Instructions)
	PN

  

  

CUSIP No. G38258102

 

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
			0 shares
		7	sole dispositive power
			0 shares
		8	shared dispositive power
			0 shares
9	aggregate amount beneficially owned by each reporting person
	0 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)
	0.0%
12	type of reporting person (See Instructions)
	OO

  

  

CUSIP No. G38258102

 

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
			481,400 shares
		7	sole dispositive power
			0 shares
		8	shared dispositive power
			481,400 shares
9	aggregate amount beneficially owned by each reporting person
	481,400 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)
	6.2%
12	type of reporting person (See Instructions)
	CO

  

 

CUSIP No. G38258102

 

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
			481,400 shares
		7	sole dispositive power
			0 shares
		8	shared dispositive power
			481,400 shares
9	aggregate amount beneficially owned by each reporting person
	481,400 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)
	6.2%
12	type of reporting person (See Instructions)
	OO

  

 

CUSIP No. G38258102

 

< b>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
			481,400 shares
		7	sole dispositive power
			0 shares
		8	shared dispositive power
			481,400 shares
9	aggregate amount beneficially owned by each reporting person
	481,400 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)
	6.2%
12	type of reporting person (See Instructions)
	PN

  

 

 

CUSIP No. G38258102

 

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
			481,400 shares
		7	sole dispositive power
			0 shares
		8	shared dispositive power
			481,400 shares
9	aggregate amount beneficially owned by each reporting person
	481,400 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)
	6.2%
12	type of reporting person (See Instructions)
	OO

  

 

CUSIP No. G38258102

 

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
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	sole voting power
			0 shares
		6	shared voting power
			481,400 shares
		7	sole dispositive power
			0 shares
		8	shared dispositive power
			481,400 shares
9	aggregate amount beneficially owned by each reporting person
	481,400 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)
	6.2%
12	type of reporting person (See Instructions)
	OO

  

 

 

CUSIP No. G38258102

 

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
			481,400 shares
		7	sole dispositive power
			0 shares
		8	shared dispositive power
			481,400 shares
9	aggregate amount beneficially owned by each reporting person
	481,400 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)
	6.2%
12	type of reporting person (See Instructions)
	PN

  

 

 

CUSIP No. G38258102

 

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
			481,400 shares
		7	sole dispositive power
			0 shares
		8	shared dispositive power
			481,400 shares
9	aggregate amount beneficially owned by each reporting person
	481,400 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)
	6.2%
12	type of reporting person (See Instructions)
	OO

   

 

CUSIP No. G38258102

 

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
			481,400 shares
		7	sole dispositive power
			0 shares
		8	shared dispositive power
			481,400 shares
9	aggregate amount beneficially owned by each reporting person
	481,400 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)
	6.2%
12	type of reporting person (See Instructions)
	PN

    

 

CUSIP No. G38258102

 

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
			481,400 shares
		7	sole dispositive power
			0 shares
		8	shared dispositive power
			481,400 shares
9	aggregate amount beneficially owned by each reporting person
	481,400 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)
	6.2%
12	type of reporting person (See Instructions)
	OO

   

   

Item 1.

Name of Issuer

 

Generation Asia I Acquisition Limited

 

(a)

Address of Issuer’s Principal Executive Offices

 

Two Exchange Square, Suite 3102
8 Connaught Place, Central
Hong Kong, China

 

Item 2.

Name of Person Filing

 

This statement is filed by (i) Apollo SPAC Fund I, L.P. (“SPAC Fund I”); (ii) Apollo SPAC Management I, L.P. (“SPAC Management I”); (iii) Apollo SPAC Management I GP, LLC (“SPAC Management I GP”); (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 Capital Management, L.P. (“Capital Management”); (x) Apollo Capital Management GP, LLC (“Capital Management GP”); (xi) Apollo Management Holdings, L.P. (“Management Holdings”); and (xii) Apollo Management Holdings GP, LLC (“Management Holdings GP”). The foregoing are collectively referred to herein as the “Reporting Persons.”

 

Credit Strategies holds securities of the Issuer. SPAC Fund I held, but no longer holds, securities of the Issuer.

 

SPAC Management I serves as the investment manager for SPAC Fund I. The general partner of SPAC Management I is SPAC Management I GP. 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.

 

Capital Management serves as the sole member of SPAC Management I GP and the sole member and manager of ST Management Holdings. 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.

 

(a)

Address of Principal Business Office or, if none, Residence

 

The principal office of SPAC Fund I is 100 West Putnam Avenue, Greenwich, Connecticut 06830. 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 SPAC Management I, SPAC Management I GP, ST Management, ST Operating, ST Capital, ST Management Holdings, Capital Management, Capital Management GP, Management Holdings, and Management Holdings GP is 9 W. 57^th Street, 43^rd Floor, New York, New York 10019.

 

(b)

Citizenship

 

SPAC Fund I is a Cayman Islands exempted limited partnership. Credit Strategies, and ST Management Holdings are exempted companies incorporated in the Cayman Islands with limited liability. SPAC Management I GP, ST Management, ST Capital, Capital Management GP, and Management Holdings GP are each a Delaware limited liability company. ST Operating, SPAC Management I, Capital Management, and Management Holdings are each a Delaware limited partnership.

 

 

(c)

Title of Class of Securities

 

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

 

(d)

CINS Number

 

G38258102

 

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 December 31, 2023. The Ordinary Shares reported herein include shares held in the form of Class B ordinary shares, par value $0.0001 per share (“Class B ordinary shares”). The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the Initial Business Combination, or earlier at the option of the holder thereof, on a one-for-one basis, subject to adjustment, as described in more detail in the Issuer’s Current Report on Form 8-K filed on July 18, 2023.

 

(a)

Amount beneficially owned:

 

SPAC Fund I	0
SPAC Management I	0
SPAC Management I GP	0
Credit Strategies	481,400
ST Management	481,400
ST Operating	481,400
ST Capital	481,400
ST Management Holdings	481,400
Capital Management	481,400
Capital Management GP	481,400
Management Holdings	481,400
Management Holdings GP	481,400

 

ST Management, ST Operating, ST Capital, ST Management Holdings, Capital Management, Capital Management GP, Management Holdings and Management Holdings GP, and Messrs. Scott Kleinman, James Zelter, 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 secu rities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

 

(b)

Percent of class:

 

SPAC Fund I	0%
SPAC Management I	0%
SPAC Management I GP	0%
Credit Strategies	6.2%
ST Management	6.2%
ST Operating	6.2%
ST Capital	6.2%
ST Management Holdings	6.2%
Capital Management	6.2%
Capital Management GP	6.2%
Management Holdings	6.2%
Management Holdings GP	6.2%

 

 

The percentages are based on 7,699,729 Ordinary Shares outstanding as of November 7, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed on November 9, 2023. The percentages also take into account the conversion of 125,000 Class B ordinary shares held by the Reporting Persons.

 

(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:

 

SPAC Fund I	0
SPAC Management I	0
SPAC Management I GP	0
Credit Strategies	481,400
ST Management	481,400
ST Operating	481,400
ST Capital	481,400
ST Management Holdings	481,400
Capital Management	481,400
Capital Management GP	481,400
Management Holdings	481,400
Management Holdings GP	481,400

 

(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:

 

SPAC Fund I	0
SPAC Management I	0
SPAC Management I GP	0
Credit Strategies	481,400
ST Management	481,400
ST Operating	481,400
ST Capital	481,400
ST Management Holdings	481,400
Capital Management	481,400
Capital Management GP	481,400
Management Holdings	481,400
Management Holdings GP	481,400

 

 

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, other than activities solely in connection with a nomination under § 240.14a-11.

 

[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 13, 2024

 

	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/ William Kuesel
		Name:	William Kuesel
		Title:	Vice President

 

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

 

	APOLLO SPAC MANAGEMENT I GP, LLC
	By:	/s/ William Kuesel
	Name:	William Kuesel
	Title:	Vice President

 

	APOLLO CREDIT STRATEGIES MASTER FUND LTD.
	By:	Apollo ST Fund Management LLC,
		its investment manager
		By:	/s/ William Kuesel
		Name:	William Kuesel
		Title:	Vice President

	APOLLO ST FUND MANAGEMENT LLC
	By:	/s/ William Kuesel
	Name:	William Kuesel
	Title:	Vice President

 

 

	APOLLO ST OPERATING LP
	By:	Apollo ST Capital LLC,
		its general partner
		By:	/s/ William Kuesel
		Name:	William Kuesel
		Title:	Vice President
	APOLLO ST CAPITAL LLC
	By:	/s/ William Kuesel
	Name:	William Kuesel
	Title:	Vice President

 

	ST MANAGEMENT HOLDINGS, LLC
	By:	/s/ William Kuesel
	Name:	William Kuesel
	Title:	Vice President

 

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

	APOLLO MANAGEMENT HOLDINGS, L.P.
	By:	Apollo Management Holdings GP, LLC,
		its general partner
		By:	/s/ William Kuesel
		Name:	William Kuesel
		Title:	Vice President

 

	APOLLO MANAGEMENT HOLDINGS GP, LLC
	By:	/s/ William Kuesel
	Name:	William Kuesel
	Title:	Vice President