UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended June 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-40018

APOLLO STRATEGIC GROWTH CAPITAL II

(Exact Name of Registrant as Specified in Its Charter)


Cayman Islands		98-0598286
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

9 West 57th Street, 42nd Floor New York, NY (Address of principal executive offices)		10019 (Zip Code)

(212) 515-3200

(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.00025 par value, and one-fifth of one warrant	APGB.U	New York Stock Exchange
Class A ordinary shares	APGB	New York Stock Exchange
Warrants	APGB WS	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of August 14, 2023, there were 17,910,118 Class A ordinary shares, par value $0.00025 per share, and 17,250,000 Class B ordinary shares, par value $0.0000625 per share, issued and outstanding.

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TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION			1

	Item 1. Financial Statements.		1
		Condensed Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022	1
		Condensed Statements of Operations (Unaudited) for the three and six months ended June 30, 2023 and 2022	2
		Condensed Statements of Changes in Shareholders’ Deficit (Unaudited) for the three and six months ended June 30, 2023 and 2022	3
		Condensed Statements of Cash Flows (Unaudited) for the six months ended June 30, 2023 and 2022	4
		Notes to Condensed Financial Statements (Unaudited)	5
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		19
	Item 3. Quantitative and Qualitative Disclosures About Market Risk.		23
	Item 4. Controls and Procedures.		24

PART II - OTHER INFORMATION			25

	Item 1. Legal Proceedings.		25
	Item 1A. Risk Factors.		25
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		26
	Item 3. Defaults Upon Senior Securities.		26
	Item 4. Mine Safety Disclosures.		26
	Item 5. Other Information.		27
	Item 6. Exhibits		27

PART III SIGNATURES			28

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

APOLLO STRATEGIC GROWTH CAPITAL II

(formerly known as APH I (Sub I), Ltd.)

CONDENSED BALANCE SHEETS


	June 30,		December 31,
	2023		2022
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	210,210	$	332,764
Prepaid expenses		506,837		93,094
Total current assets		717,047		425,858
Investments held in Trust Account		186,253,180		700,204,118
Total assets	$	186,970,227	$	700,629,976
LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	7,320,859	$	5,226,608
Notes payable - Sponsor		5,000,000		5,000,000
Total current liabilities		12,320,859		10,226,608
Derivative warrant liability		2,904,000		3,388,000
Deferred underwriting compensation		24,150,000		24,150,000
Total liabilities		39,374,859		37,764,608
Commitments and contingencies (Note 6)
Temporary equity:
Class A ordinary shares subject to possible redemption (17,910,118 and 69,000,000 shares at $10.39 and $10.15 per share redemption value as of June 30, 2023 and December 31, 2022, respectively)		186,153,179		700,104,117
Shareholders’ deficit:
Preferred shares, $0.00025 par value; 1,000,000 shares authorized, none issued and outstanding as of June 30, 2023 and December 31, 2022		—		—
Class A ordinary shares, $0.00025 par value; 180,000,000 shares authorized, none issued and outstanding (excluding 17,910,118 and 69,000,000 shares subject to possible redemption) as of June 30, 2023 and December 31, 2022		—		—
Class B ordinary shares, $0.0000625 par value; 46,000,000 shares authorized, 17,250,000 shares issued and outstanding as of June 30, 2023 and December 31, 2022		1,078		1,078
Additional paid-in capital		—		—
Accumulated deficit		(38,558,889)		(37,239,827)
Total shareholders’ deficit		(38,557,811)		(37,238,749)
Total liabilities, temporary equity and shareholders’ deficit	$	186,970,227	$	700,629,976

See accompanying notes to unaudited condensed financial statements.

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APOLLO STRATEGIC GROWTH CAPITAL II

(formerly known as APH I (Sub I), Ltd.)

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
REVENUE	$	—	$	—	$	—	$	—

EXPENSES
Administrative fee - related party		50,001		50,001		100,002		100,002
General and administrative		1,318,981		1,150,519		1,685,560		2,987,694
TOTAL EXPENSES		1,368,982		1,200,520		1,785,562		3,087,696

OTHER INCOME (EXPENSES)
Investment income from Trust Account		4,598,826		857,136		12,028,343		1,069,215
Interest expense		(8,750)		(4,099)		(17,500)		(5,134)
Change in fair value of derivative warrants		(484,000)		7,983,595		484,000		16,946,344
TOTAL OTHER INCOME (EXPENSES) - NET		4,106,076		8,836,632		12,494,843		18,010,425

Net income	$	2,737,094	$	7,636,112	$	10,709,281	$	14,922,729
Weighted average number of Class A ordinary shares outstanding, basic and diluted		37,560,073		69,000,000		53,193,186		69,000,000
Basic and diluted net income per Class A ordinary share	$	0.05	$	0.09	$	0.15	$	0.17
Weighted average number of Class B ordinary shares outstanding, basic and diluted		17,250,000		17,250,000		17,250,000		17,250,000
Basic and diluted net income per Class B ordinary share	$	0.05	$	0.09	$	0.15	$	0.17

See accompanying notes to unaudited condensed financial statements

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APOLLO STRATEGIC GROWTH CAPITAL II

(formerly known as APH I (Sub I), Ltd.)

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE MONTHS ENDED JUNE 30, 2023


	Class B			Additional				Total
	Ordinary Shares			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance as of March 31, 2023	17,250,000	$	1,078	$	—	$	(36,697,157)	$	(36,696,079)
Shareholder non-redemption agreements	—		—		(1,250,727)		—		(1,250,727)
Contribution by Sponsor	—		—		1,250,727		—		1,250,727
Accretion of Class A ordinary shares subject to possible redemption amount	—		—		—		(4,598,826)		(4,598,826)
Net income	—		—		—		2,737,094		2,737,094
Balance as of June 30, 2023	17,250,000	$	1,078	$	—	$	(38,558,889)	$	(38,557,811)

FOR THE THREE MONTHS ENDED JUNE 30, 2022


	Class B			Additional
	Ordinary Shares			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance as of March 31, 2022	17,250,000	$	1,078	$	—	$	(45,548,690)	$	(45,547,612)
Remeasurement adjustment of Class A ordinary shares to redemption value	—		—		—		(969,215)		(969,215)
Net income	—		—		—		7,636,112		7,636,112
Balance as of June 30, 2022	17,250,000	$	1,078	$	—	$	(38,881,793)	$	(38,880,715)

FOR THE SIX MONTHS ENDED JUNE 30, 2023


	Class B			Additional				Total
	Ordinary Shares			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance as of January 1, 2023	17,250,000	$	1,078	$	—	$	(37,239,827)	$	(37,238,749)
Shareholder non-redemption agreements	—		—		(1,250,727)		—		(1,250,727)
Contribution by Sponsor	—		—		1,250,727		—		1,250,727
Accretion of Class A ordinary shares subject to possible redemption amount	—		—		—		(12,028,343)		(12,028,343)
Net income	—		—		—		10,709,281		10,709,281
Balance as of June 30, 2023	17,250,000	$	1,078	$	—	$	(38,558,889)	$	(38,557,811)

FOR THE SIX MONTHS ENDED JUNE 30, 2022


	Class B			Additional
	Ordinary Shares			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance as of January 1, 2022	17,250,000	$	1,078	$	—	$	(52,835,307)	$	(52,834,229)
Remeasurement adjustment of Class A ordinary shares to redemption value	—		—		—		(969,215)		(969,215)
Net income	—		—		—		14,922,729		14,922,729
Balance as of June 30, 2022	17,250,000	$	1,078	$	—	$	(38,881,793)	$	(38,880,715)

See accompanying notes to unaudited condensed financial statements

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APOLLO STRATEGIC GROWTH CAPITAL II

(formerly known as APH I (Sub I), Ltd.)

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the Six Months Ended
	June 30,
	2023		2022
Cash Flows From Operating Activities:
Net income	$	10,709,281	$	14,922,729
Adjustments to reconcile net income to net cash used in operating activities:
Investment income earned on investment held in Trust Account		(12,028,343)		(1,069,215)
Change in fair value of derivative warrant liabilities		(484,000)		(16,946,344)
Changes in operating assets and liabilities:
Prepaid expenses		(413,743)		313,032
Other assets		—		93,094
Accounts payable and accrued expenses		2,094,251		98,534
Net Cash Used In Operating Activities		(122,554)		(2,588,170)

Cash Flows From Investing Activities:
Cash withdrawn from Trust Account for redemptions		525,979,281		—
Net Cash Provided By Investing Activities		525,979,281		—

Cash Flows From Financing Activities:
Redemption of Class A ordinary shares		(525,979,281)		—
Proceeds from Sponsor note		—		2,000,000
Net Cash (Used In) Provided By Financing Activities		(525,979,281)		2,000,000

Net change in cash		(122,554)		(588,170)
Cash and cash equivalents at beginning of period		332,764		1,204,517
Cash and cash equivalents at end of period	$	210,210	$	616,347

Supplemental disclosure of non-cash financing activities:

See accompanying notes to unaudited condensed financial statements

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APOLLO STRATEGIC GROWTH CAPITAL II

(formerly known as APH I (Sub I), Ltd.)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

Organizational and General

Apollo Strategic Growth Capital II (formerly known as APH I (Sub I), Ltd.) (the “Company”) was initially incorporated in Cayman Islands on October 10, 2008 under the name of APH I (Sub I), Ltd. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). On December 23, 2020, the Company formally changed its name to Apollo Strategic Growth Capital II.

At June 30, 2023, the Company had not commenced any operations. All activity for the period from October 10, 2008 through June 30, 2023, relates to the Company’s formation and the initial public offering (the “Public Offering”) described below and search for a target company. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments from the net proceeds derived from the Public Offering.

Sponsor and Public Offering

On February 12, 2021, the Company consummated the Public Offering of 69,000,000 units (“Units” and, with respect to the Company’s Class A ordinary shares, $0.00025 par value per share included in the Units, the “Public Shares”), including the issuance of 9,000,000 Units as a result of the underwriters’ full exercise of their over-allotment option, generating gross proceeds of $690,000,000, which is described in Note 3.

The Company’s sponsor is APSG Sponsor II, L.P., a Cayman Islands limited partnership (the “Sponsor”). The Company intends to finance its Initial Business Combination with proceeds from the $690,000,000 Public Offering and the $15,600,000 private placement (see Note 4). Upon the closing of the Public Offering and the private placement, $690,000,000 was placed in a trust account (the “Trust Account”) (discussed below).

The Sponsor purchased an aggregate of 10,400,000 warrants (the “Private Placement Warrants” and together with the Public Warrants (as defined below) the “Warrants”) at a purchase price of $1.50 per warrant, or approximately $15,600,000 in the aggregate, in a private placement simultaneously with the closing of the Public Offering (the “Private Placement”).

The transaction costs amounted to $39,066,690, consisting of $13,800,000 of underwriting fees, $24,150,000 of deferred underwriting fees payable (which are held in the Trust Account with Continental Stock Transfer and Trust Company acting as trustee) and $1,116,690 of Public Offering costs that were charged to temporary equity upon completion of the Public Offering. In addition, $1,494,398 was allocated to the Public Warrants and Private Placement Warrants and were included in the condensed statements of operations as a component of other income/(expenses). Cash of $210,210 was held outside of the Trust Account on June 30, 2023, and is available for working capital purposes. As described in Note 6, the $24,150,000 deferred underwriting fee payable is contingent upon the consummation of an Initial Business Combination. The Company has until February 12, 2024 (or such earlier date as determined by the Company’s board of directors in its sole and absolute discretion) to complete its Initial Business Combination (the “Completion Window”).

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Trust Account

The proceeds held in the Trust Account are invested only in U.S. government securities with a maturity of one hundred eighty (180) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and that invest only in direct U.S. government treasury obligations, as determined by the Company. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. At June 30, 2023 and December 31, 2022, the proceeds of the Public Offering of $186,153,179 and $700,204,118 were held in U.S. government securities, respectively, as specified above.

The Company’s fourth amended and restated memorandum and articles of association provides that, other than the withdrawal of interest to pay the Company’s tax obligations (the “Permitted Withdrawals”), and up to $100,000 of interest to pay dissolution expenses none of the funds held in the Trust Account will be released until the earliest of: (i) the completion of the Initial Business Combination; (ii) the redemption of any Public Shares sold in the Public Offering that have been properly tendered in connection with a shareholder vote to amend the Company’s fourth amended and restated memorandum and articles of association to affect the substance or timing of its obligation to redeem 100% of such Public Shares if it has not consummated an Initial Business Combination within the Completion Window; or (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within the Completion Window. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

Initial Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting discounts and commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination.

The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek shareholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to make Permitted Withdrawals or (ii) provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to make Permitted Withdrawals. The decision as to whether the Company will seek shareholder approval of the Initial Business Combination or will allow shareholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by law or under New York Stock Exchange (“NYSE”) rules. If the Company seeks shareholder approval, it will complete its Initial Business Combination only if a majority of the outstanding ordinary shares voted are voted in favor of the Initial Business Combination.

If the Company holds a shareholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a shareholder will have the right to redeem his, her or its Public Shares for an amount in cash equal to his, her or its pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to make Permitted Withdrawals. As a result, such Public Shares are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.”

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Pursuant to the Company’s fourth amended and restated memorandum and articles of association, if the Company is unable to complete the Initial Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to make Permitted Withdrawals (less up to $100,000 of such net interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors (the “Board”), dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below in Note 5) held by them if the Company fails to complete the Initial Business Combination within the Completion Window. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires Class A ordinary shares in or after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period.

In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of ordinary share, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein.

Extension and Redemptions

On May 5, 2023, at an extraordinary general meeting of the Company (the “Extraordinary General Meeting”), the Company’s shareholders approved amendments to the Company’s fourth amended and restated memorandum and articles of association to, among other things, extend the date by which the Company must (i) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, or if it fails to complete such business combination by such date, cease all operations except for the purpose of winding up, and subject to and in accordance with the Articles, redeem all of the Public Shares, from May 12, 2023 (which is 27 months from the closing date of the Company’s IPO) to February 12, 2024, or such earlier date as determined by the Company’s board of directors in its sole and absolute discretion (such date, the “Extended Date”), and (ii) eliminate the limitation that the Company shall not redeem its Public Shares to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001.

In connection with the Extraordinary General Meeting, shareholders of the Company holding an aggregate of 51,089,882 Public Shares exercised their right to redeem their Public Shares. Following such redemptions, 17,910,118 Public Shares remained outstanding. Following the withdrawals from the Trust Account in connection with redemptions, $184,387,800 remained in the Trust Account of the approximately $707,980,212 that was in the Trust Account at the close of business on April 4, 2023, the record date for the Extraordinary General Meeting.

During the six months ended June 30, 2023, the Sponsor and the Company, entered into agreements (the “Non-Redemption Agreements”) with several unaffiliated third parties in exchange for their agreement not to redeem an aggregate of 14,996,730 Public Shares (the “Non-Redeemed Shares”) at the Extraordinary General Meeting. In exchange for the foregoing commitment to hold the Non-Redeemed Shares through the Extraordinary General Meeting, the Sponsor agreed to transfer to such investors an aggregate of 2,999,346 Class B ordinary shares of the Company held by the Sponsor immediately following consummation of an Initial Business Combination. The Company estimated the fair value of the 2,999,346 Class B ordinary shares attributable to the non-redeeming shareholders to be $1.3 million, or $0.42 per share.

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Going Concern Considerations, Liquidity and Capital Resources

As of June 30, 2023, the Company does not have sufficient liquidity to meet its future obligations. As of June 30, 2023, the Company had a working capital deficit of approximately $11.6 million, current liabilities of approximately $12.3 million and cash of $210,210. The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these unaudited condensed financial statements. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unsuccessful in consummating an Initial Business Combination, the mandatory liquidation and subsequent dissolution along with the liquidity concerns raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Management has determined that the Company has access to funds from the Sponsor that are sufficient to fund the working capital needs of the Company until a potential Initial Business Combination or up to the mandatory liquidation as stipulated in the Company’s fourth amended and restated memorandum and articles of association. The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern.

The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding the deferred underwriting commissions, to complete its Initial Business Combination. To the extent that capital stock or debt is used, in whole or in part, as consideration to complete the Initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue growth strategies. If an Initial Business Combination agreement requires the Company to use a portion of the cash in the Trust Account to pay the purchase price or requires the Company to have a minimum amount of cash at closing, the Company will need to reserve a portion of the cash in the Trust Account to meet such requirements or arrange for third-party financing.

The Company is required to complete an Initial Business Combination within the Completion Window. If the Company is unable to complete an Initial Business Combination within this Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, and subject to having lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account deposits (which interest shall be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish the public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Board dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The underwriters have agreed to waive their rights to their deferred underwriting commissions held in the Trust Account in the event the Company does not complete an Initial Business Combination within the Completion Window and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements of the Company are presented in conformity with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

Certain information and note disclosures normally included in the unaudited financial statements prepared in accordance with GAAP have been condensed. As such, except as disclosed herein, the information included in these unaudited condensed financial statements should be read in conjunction with the audited financial statements as of December 31, 2022 included in the Company’s Annual Report on Form 10-K/A filed with the SEC on April 5, 2023. In the opinion of the Company’s management, these unaudited condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the Company’s financial position as of June 30, 2023 and the Company’s results of operations and cash flows for the periods presented. The results of operations for the six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the full year ending December 31, 2023 or any future period.

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Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of June 30, 2023 and December 31, 2022, the Company had cash of $210,210 and $332,764, respectively. The Company had no cash equivalents as of June 30, 2023 and December 31, 2022.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

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Investments Held in Trust Account

The Company’s portfolio of investments held in the Trust Account is comprised of cash and money market funds, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in net gain from investment income held in the Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Offering Costs Associated with a Public Offering

The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Offering costs of $1,116,690 consist principally of costs incurred in connection with formation and preparation for the Public Offering. These costs, together with the underwriter discount of $37,950,000, were charged to temporary equity upon completion of the Public Offering. Of these costs, amounts allocated to the Public Warrants and Private Placement Warrants totaling $1,494,398 were included in the condensed statements of operations as a component of other income (expenses).

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2023 and December 31, 2022, respectively, 17,910,118 and 69,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets.

Effective with the closing of the Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit.

At June 30, 2023 and December 31, 2022, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table:


Class A ordinary shares subject to possible redemption – December 31, 2022	$	700,104,117
Accretion of carrying value to redemption value		7,429,517
Class A ordinary shares subject to possible redemption - March 31, 2023		707,533,634
Redemptions		(525,979,281)
Accretion of carrying value to redemption value		4,598,826
Class A ordinary shares subject to possible redemption - June 30, 2023	$	186,153,179

Income Taxes

ASC 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. There were no unrecognized tax benefits as of June 30, 2023 and December 31, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

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There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income per Ordinary Share

The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted income per share does not consider the effect of the Warrants issued in connection with the (i) Public Offering, and (ii) the Private Placement since the exercise of the Warrants is contingent upon the occurrence of future events. As of June 30, 2023 and December 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented.

The following table reflects the calculation of basic and diluted net income per ordinary share for the three and six months ended June 30, 2023 and 2022:

SEC Form 10-Q filed by Apollo Strategic Growth Capital II