DEF 14A 1 tm2135372-18_def14a.htm DEF 14A tm2135372-18_def14a - none - 195.9069902s
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant   ☒
Filed by a Party other than the Registrant   ☐
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to Section 240.14a-12
APOLLO STRATEGIC GROWTH CAPITAL
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF
APOLLO STRATEGIC GROWTH CAPITAL
PROSPECTUS FOR 102,101,250 SHARES OF DOMESTICATED ACQUIROR CLASS A COMMON STOCK, 39,451,134 SHARES OF DOMESTICATED ACQUIROR CLASS A COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANTS, 36,581,618 SHARES OF DOMESTICATED ACQUIROR CLASS A COMMON STOCK ISSUABLE UPON EXERCISE OF OPTIONS AND 39,451,134 DOMESTICATED ACQUIROR WARRANTS TO PURCHASE DOMESTICATED ACQUIROR CLASS A COMMON STOCK, IN EACH CASE, OF APOLLO STRATEGIC GROWTH CAPITAL
(AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE AND RENAMING AS GLOBAL BUSINESS TRAVEL GROUP, INC. IN CONNECTION WITH THE DOMESTICATION)
The board of directors (the “APSG Board”) of Apollo Strategic Growth Capital, a blank check company incorporated as a Cayman Islands exempted company (“APSG”), has unanimously approved (i) the domestication of APSG as a Delaware corporation (the “Domestication”) and (ii) the Business Combination Agreement, dated as of December 2, 2021 (as the same has been or may be amended, modified, supplemented or waived from time to time, the “Business Combination Agreement”), by and between APSG and GBT JerseyCo Limited, a company limited by shares incorporated under the laws of Jersey (“GBT”), a copy of which is attached to this proxy statement/prospectus as Annex C. In connection with the transactions contemplated by the Business Combination Agreement (the “Business Combination”), APSG will be renamed “Global Business Travel Group, Inc.” and is referred to herein as “PubCo.”
Following the Closing, PubCo will be organized in a structure commonly referred to as an umbrella partnership-C corporation (“Up-C structure”), with two classes of common stock: Domesticated Acquiror Class A Common Stock (with voting and economic rights) and Domesticated Acquiror Class B Common Stock (with voting rights but only nominal economic entitlements). Upon the Closing, PubCo will own all of the voting interests in GBT, APSG's current shareholders will own Domesticated Acquiror Class A Common Stock in PubCo, and GBT's current owners of GBT Ordinary Shares will own Domesticated Acquiror Class B Common Stock in PubCo and economic rights directly in GBT in the form of OpCo B Ordinary Shares. Immediately following the Closing, assuming no redemptions, our public shareholders (“Public Shareholders”) are expected to own approximately 15% of the voting power of PubCo and approximately 15% of the economic interests in PubCo and GBT on a combined basis; our Sponsor and the other Insiders are expected to own approximately 4% of the voting power of PubCo and approximately 4% of the economic interests in PubCo and GBT on a combined basis; and the Continuing JerseyCo Owners are expected to own approximately 74% of the voting power of PubCo and approximately 74% of the economic interests in PubCo and GBT on a combined basis. As a result, the Continuing JerseyCo Owners will hold a majority of the voting power of PubCo's capital stock and will be able to control matters submitted to PubCo's stockholders for approval, including the election of directors. Because PubCo will be deemed to be “controlled” by American Express Company under the Bank Holding Company Act of 1956, PubCo will be subject to supervision, examination and regulation by the Federal Reserve, which could adversely affect PubCo’s future growth and its business, results of operations and financial condition. See “Security Ownership of Certain Beneficial Owners and Management” and “Risk Factors.”
As described in this proxy statement/prospectus, APSG’s shareholders are being asked to consider and vote upon (among other things) the Business Combination, the Domestication and the other proposals set forth herein.
This proxy statement/prospectus covers 102,101,250 shares of Domesticated Acquiror Class A Common Stock, 39,451,134 shares of Domesticated Acquiror Class A Common Stock issuable upon exercise of warrants, 36,581,618 shares of Domesticated Acquiror Class A Common Stock issuable upon exercise of options and 39,451,134 Domesticated Acquiror Warrants to purchase Domesticated Acquiror Class A Common Stock.
APSG’s units, public shares and public warrants are currently listed on the New York Stock Exchange (“NYSE”) under the symbols “APSG.U”, “APSG” and “APSG.WS”, respectively. APSG intends to apply for listing, to be effective at the time of the Business Combination, of the Domesticated Acquiror Class A Common Stock and Domesticated Acquiror Warrants on the NYSE under the proposed symbols “GBTG” and “GBTG.WS,” respectively.
This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Special Meeting. We urge you to carefully read this entire document, including the annexes. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 60 of this proxy statement/prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the transactions described in this proxy statement/prospectus, passed upon the fairness of the Business Combination Agreement or the transactions contemplated thereby, or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.
This proxy statement/prospectus is dated May 5, 2022, and is first being mailed to APSG’s shareholders
on or about May 6, 2022.

 
APOLLO STRATEGIC GROWTH CAPITAL
A Cayman Islands Exempted Company
9 West 57th Street, 43rd Floor
New York, New York 10019
NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON MAY 25, 2022
TO THE SHAREHOLDERS OF APOLLO STRATEGIC GROWTH CAPITAL:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders (the “Special Meeting”) of Apollo Strategic Growth Capital, a Cayman Islands exempted company (“APSG”), will be held at 9:00 a.m., Eastern Time, on May 25, 2022. For the purposes of APSG’s Existing Organizational Documents, the physical place of the meeting will be at the offices of Walkers (190 Elgin Avenue, George Town, Grand Cayman KY1-9001, Cayman Islands). In light of the COVID-19 pandemic and to support the well-being of APSG’s shareholders, directors and officers, APSG encourages you to use remote methods of attending the Special Meeting or to attend via proxy. You may attend the Special Meeting and vote your shares electronically during the Special Meeting via live webcast by visiting https://www.cstproxy.com/apsg/2022. You will need the meeting control number that is printed on your proxy card to enter the Special Meeting. You may also attend the meeting telephonically by dialing (800) 450-7155 (within the U.S. and Canada) and (857) 999-9155 (outside the U.S. and Canada) and Conference ID: 3040979#. You are cordially invited to attend the Special Meeting, which will be held for the following purposes:
Proposal No. 1 — The Domestication Proposal — to consider and vote upon a proposal to approve by special resolution under Cayman Islands law, assuming the Business Combination Proposal is approved and adopted, the change of APSG’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and such proposal, the “Domestication Proposal”);
Proposal No. 2 — The Amendment Proposal — to consider and vote upon a proposal to approve by special resolution under Cayman Islands law, assuming the Business Combination Proposal and the Domestication Proposal are approved and adopted, the Acquiror Delaware Certificate, which, if approved, would take effect substantially concurrently with the Closing;
Proposal Nos. 2A through 2K — The Unbundling Precatory Proposals — to approve, on a non-binding advisory basis, certain governance provisions in the Acquiror Delaware Certificate, which are being presented separately in accordance with United States Securities and Exchange Commission (the “SEC”) guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions, as eleven sub-proposals;
Proposal No. 2A — to increase the authorized share capital from 361,000,000 shares consisting of 300,000,000 Acquiror Class A Ordinary Shares, 60,000,000 Acquiror Class B Ordinary Shares, and 1,000,000 undesignated preferred shares, par value $0.00005 per share, to authorized capital stock of shares, consisting of (i) 3,000,000,000 shares of Domesticated Acquiror Class A Common Stock, (ii) 3,000,000,000 shares of Domesticated Acquiror Class B Common Stock, (iii) 20,420,250 shares of Domesticated Acquiror Class X Common Stock, and (iv) 6,010,000,000 shares of preferred stock, par value $0.00001 per share (the “Preferred Stock”), (a) 3,000,000,000 shares of which will be designated as Class A-1 Preferred Stock, par value $0.00001 per share (“Class A-1 Preferred Stock”) pursuant to the Certificate of Designations for the Class A-1 Preferred Stock, (b) 3,000,000,000 shares of which will be designated as Class B-1 Preferred Stock, par value $0.00001 per share (“Class B-1 Preferred Stock”) pursuant to the Certificate of Designations for the Class B-1 Preferred Stock and (c) 10,000,000 shares of which will be undesignated Preferred Stock;
Proposal No. 2B — to provide that the Acquiror Delaware Certificate may be amended, altered or repealed by the affirmative vote of the holders of at least 6623% of all the then outstanding shares of stock
 

 
entitled to vote, voting together as a single class in addition to any other vote required by the Acquiror Delaware Certificate or otherwise required by law;
Proposal No. 2C — to provide that (i) each holder of record of Domesticated Acquiror Class A Common Stock, Domesticated Acquiror Class B Common Stock and Domesticated Acquiror Class X Common Stock (solely prior to the automatic conversion thereof to shares of Domesticated Acquiror Class A Common Stock upon the Closing) will be entitled to vote on the election or removal of directors, voting together as a single class, (ii) any vacancy on the board of directors shall be filled by the affirmative vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director, or by the stockholders at a special meeting of the stockholders called by or at the direction of the board of directors for such purpose and (iii) any or all of the directors (other than the directors elected by the holders of any series of Preferred Stock, voting separately as a series or together with one or more other such series, as the case may be) may be removed only for cause and only upon the affirmative vote of the holders of at least 6623% in voting power of all the then outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class;
Proposal No. 2D — to elect not to be governed by Section 203 of the DGCL;
Proposal No. 2E — to provide that the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction, another state or federal court located within the State of Delaware, shall be the exclusive forum for certain actions and claims;
Proposal No. 2F — to provide that each holder of record of Domesticated Acquiror Class A Common Stock, Domesticated Acquiror Class B Common Stock and Domesticated Acquiror Class X Common Stock (solely prior to the automatic conversion thereof to shares of Domesticated Acquiror Class A Common Stock upon the Closing) be entitled to one vote per share on all matters which stockholders generally are entitled to vote;
Proposal No. 2G — to provide that subject to applicable law and the rights of any holders of outstanding Preferred Stock, (i) each holder of Domesticated Acquiror Class A Common Stock, Domesticated Acquiror Class X Common Stock (solely prior to the automatic conversion thereof to shares of Domesticated Acquiror Class A Common Stock upon the Closing) and Class A-1 Preferred Stock shall be entitled to receive, ratably with the other participating shares, such dividends and other distributions as may from time to time be declared by the PubCo Board, except that, in the event of any liquidation, dissolution or winding up of PubCo, holders of Class A-1 Preferred Stock shall be entitled to receive a distribution from the remaining assets of PubCo, before any payment shall be made to the holders of Domesticated Acquiror Common Stock by reason of their ownership thereof, in an amount per share of Class A-1 Preferred Stock equal to the greater of (a) the par value of Class A-1 Preferred Stock plus $0.0001 per share of Class A-1 Preferred Stock and (b) the distribution to “Participating Shares” contemplated by Section 5.3(c)(i) of the Certificate of Incorporation, (ii) holders of Domesticated Acquiror Class B Common Stock or Class B-1 Preferred Stock shall not be entitled to receive dividends or other distributions, except that, in the case of a liquidation, dissolution or winding up of PubCo, (a) holders of Domesticated Acquiror Class B Common Stock shall have the right to receive their ratable share of PubCo’s remaining assets, up to the par value of such shares of Domesticated Acquiror Class B Common Stock and (b) holders of Class B-1 Preferred Stock shall be entitled to receive a distribution from the remaining assets of PubCo, before any payment shall be made to the holders of Domesticated Acquiror Common Stock by reason of their ownership thereof, up to the par value of Class B-1 Preferred Stock plus $0.0001 per share of Class B-1 Preferred Stock, and (iii) dividends may be declared on any one class of common stock payable in additional shares of such class if and only if, substantially concurrently therewith, like dividends are declared on each other class of common stock payable in additional shares of such other class at the same rate per share; provided, however, that in the event that any such dividend or distribution results in the holders of Class A-1 Preferred Stock or Class B-1 Preferred Stock receiving voting securities, such holders shall receive, in lieu of such voting securities, non-voting securities that are otherwise entitled to the same rights, privileges and qualifications as such voting securities;
Proposal No. 2H — to eliminate various provisions in the Existing Organizational Documents applicable only to blank check companies, including the provisions requiring that APSG have net tangible assets of at least $5,000,001 immediately prior to, or upon such consummation of, a business combination;
 

 
Proposal No. 2I — to restrict holders of Domesticated Acquiror Class B Common Stock from transferring their shares of Domesticated Acquiror Class B Common Stock unless such holder also transfers an equal number of Opco B Ordinary Shares in accordance with the GBT Amended & Restated M&A;
Proposal No. 2J — to allow PubCo, subject to the terms of the Business Combination Agreement, the Acquiror Delaware Certificate and the Acquiror Delaware Bylaws, to take all such actions as are contemplated by the Business Combination Agreement to cause the issuance of its equity securities as called for by the Egencia Equity Contribution Agreement and in accordance with the Acquiror Delaware Certificate, including any issuances, redemptions and cancellations and/or adjustments for no consideration;
Proposal No. 2K — to require PubCo to issue, reserve for issuance, cancel and/or redeem certain of its equity securities in accordance with the terms of the Exchange Agreement;
Proposals No. 2A through 2K are referred to herein as the “Unbundling Precatory Proposals”;
Proposal No. 3 — The Business Combination Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law and adopt, assuming the Domestication Proposal and Amendment Proposal are approved, the Business Combination Agreement (as amended from time to time, the “Business Combination Agreement”), dated as of December 2, 2021, by and between APSG and GBT JerseyCo Limited, a company limited by shares incorporated under the laws of Jersey (“GBT”), and the transactions contemplated thereby, including any future exchanges under the Exchange Agreement (the “Business Combination Proposal”). Upon consummation of the transactions contemplated by the Business Combination Agreement, including the Domestication, PubCo will own all of the voting shares of GBT;
Proposal No. 4 — The Issuance Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law, assuming the Domestication Proposal, the Amendment Proposal and the Business Combination Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of the New York Stock Exchange (the “NYSE”), the issuance of Domesticated Acquiror Class A Common Stock to the PIPE Investors (as defined below) pursuant to the PIPE Subscription Agreements (as defined below) (the “Issuance Proposal”);
Proposal No. 5 — The Equity Incentive Plan Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law, assuming the Domestication Proposal, the Amendment Proposal, the Business Combination Proposal and the Issuance Proposal are approved and adopted, the Global Business Travel Group, Inc. 2022 Equity Incentive Plan (the “2022 Plan”), a copy of which is attached to this proxy statement/prospectus as Annex E (the “Equity Incentive Plan Proposal”);
Proposal No. 6 — The ESPP Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law, assuming the Domestication Proposal, the Amendment Proposal, the Business Combination Proposal, the Issuance Proposal, and the Equity Incentive Plan Proposal are approved and adopted, the Global Business Travel Group, Inc. Employee Stock Purchase Plan (the “ESPP”), a copy of which is attached to this proxy statement/prospectus as Annex F (the “ESPP Proposal” and, collectively with the Business Combination Proposal, the Domestication Proposal, the Amendment Proposal (excluding the Unbundling Precatory Proposals), the Issuance Proposal and the Equity Incentive Plan Proposal, the “Condition Precedent Proposals”); and
Proposal No. 7 — The Adjournment Proposal — if put to the meeting, to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the proxies held at the time of the Special Meeting, any of the Condition Precedent Proposals would not be duly approved and adopted by our shareholders or we determine that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived (the “Adjournment Proposal”).
Notwithstanding the order in which the proposals are set out herein, the APSG Board may put the above proposals in such order as it may determine at the meeting.
Only holders of record of the Acquiror Cayman Class A Ordinary Shares and Acquiror Cayman Class B Ordinary Shares (collectively, the “Acquiror Cayman Shares” or “ordinary shares”) at the close of
 

 
business on March 1, 2022 are entitled to notice of and to vote and have their votes counted at the Special Meeting and any adjournment of the Special Meeting.
The resolutions to be voted upon in person or by proxy at the Special Meeting relating to the above proposals are set forth in the proxy statement/prospectus sections entitled “The Domestication Proposal,” “The Amendment Proposal,” “The Unbundling Precatory Proposals,” “The Business Combination Proposal,” “The Issuance Proposal,” “The Equity Incentive Plan Proposal,” “The ESPP Proposal” and “The Adjournment Proposal,” respectively. We refer to these proposals collectively as the “Shareholder Proposals.”
APSG will provide you with the proxy statement/prospectus and a proxy card in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournment of the Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read when available the proxy statement/prospectus, including the annexes, carefully. Please pay particular attention to the section entitled “Risk Factors.”
After careful consideration, the APSG Board has determined that each of the Shareholder Proposals are in the best interests of APSG and the APSG Shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.
The existence of financial and personal interests of APSG’s directors may result in a conflict of interest on the part of one or more of the directors between what he, she or they may believe is in the best interests of APSG and the APSG Shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the Shareholder Proposals. See the section entitledThe Business Combination Proposal — Interests of APSG’s Directors and Officers in the Business Combinationin the proxy statement/prospectus for a further discussion.
Under the Business Combination Agreement, the approval of each of the Condition Precedent Proposals is a condition to the consummation of the Business Combination. The adoption of each Condition Precedent Proposal is conditioned on the approval of all of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned on the approval of any other proposal. If APSG’s shareholders do not approve each of the Condition Precedent Proposals, the Business Combination may not be consummated.
Pursuant to APSG’s Existing Organizational Documents, a Public Shareholder may request that APSG redeem all or a portion of its public shares (which would become shares of Domesticated Acquiror Class A Common Stock in the Domestication) for cash if the Business Combination is consummated. For the purposes of APSG’s Existing Organizational Documents and the Cayman Islands Companies Act, the exercise of redemption rights shall be treated as an election to have such public shares repurchased for cash and references in the proxy statement/prospectus relating to the Business Combination shall be interpreted accordingly. You will be entitled to receive cash for any public shares to be redeemed only if you:
(i)
(a) hold public shares or (b) hold units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and
(ii)
prior to 5:00 p.m., Eastern Time, on May 23, 2022, (a) submit a written request to Continental Transfer & Trust Company, APSG’s transfer agent (the “Transfer Agent”), that APSG redeem your public shares for cash and (b) deliver your public shares to the Transfer Agent, physically or electronically through Depository Trust Company (“DTC”).
Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm, bank, trust company or other nominee, holders must notify their nominee that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the Transfer Agent, directly and instruct it to do so. Public Shareholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the public shares will not be redeemed for cash. If a Public Shareholder properly exercises its right to redeem its public shares and timely delivers its shares to the Transfer Agent, we will redeem each public share for a per share price, payable in
 

 
cash, equal to the aggregate amount then on deposit in the trust account established in connection with APSG’s initial public offering (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination, including interest not previously released to APSG to pay its tax obligations, divided by the number of then issued and outstanding public shares. For illustrative purposes, as of March 31, 2022, there was $817,678,426 on deposit in the Trust Account, which would have amounted to approximately $10.01 per public share. If a Public Shareholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. See “The Special Meeting — Redemption Rights” in the proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares without the prior consent of APSG. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash as APSG does not expect to consent to such redemptions.
On December 2, 2021, APSG entered into a Business Combination Agreement by and between APSG and GBT, pursuant to which, among other things and subject to the terms and conditions contained in the Business Combination Agreement, APSG will acquire a minority interest in GBT, and the Continuing JerseyCo Owners will, in the aggregate, own a majority voting interest in PubCo. GBT will, following the Closing, serve as PubCo’s operating company in an Up-C structure.
In connection with entering into the Business Combination Agreement, APSG entered into subscription agreements (as amended from time to time, the “PIPE Subscription Agreements”), each dated as of December 2, 2021, with certain strategic and institutional investors, including communications platform company Zoom Video Communications, Inc., global travel technology company Sabre GLBL Inc., the Sponsor, funds managed by the private equity group of Ares Management Corporation, and investment advisor HG Vora Capital Management, LLC (collectively, the “PIPE Investors”), pursuant to which, among other things, the PIPE Investors party thereto agreed to purchase an aggregate of 33.5 million shares of Domesticated Acquiror Class A Common Stock (the “PIPE Securities”) immediately prior to the Closing for an aggregate cash purchase price of $335 million, or $10.00 per share (the “PIPE Investment”). Of the 33.5 million shares of PIPE Securities to be issued pursuant to the PIPE Subscription Agreements, the Sponsor has agreed to purchase 2.0 million shares of PIPE Securities on the same terms and conditions of the other PIPE Investors at a price of $10.00 per share. The PIPE Subscription Agreements contain customary representations, warranties, covenants and agreements of APSG and the PIPE Investors and are subject to customary closing conditions and termination rights.
All APSG Shareholders are cordially invited to attend the Special Meeting. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible. If you are a shareholder of record holding Acquiror Cayman Shares, you may also cast your vote in person at the Special Meeting. If your shares are held in an account at a brokerage firm, bank, trust company or other nominee, you must instruct your nominee on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, obtain a proxy from your nominee. If you do not vote or do not instruct your nominee how to vote, your failure to vote will have no effect on the vote count for the proposals to be voted on at the Special Meeting.
Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the proxy card accompanying the proxy statement/ prospectus as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.
If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali LLC (“Morrow Sodali”), APSG’s proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400.
 

 
Thank you for your participation. We look forward to your continued support.
May 5, 2022
By Order of the Board of Directors of Apollo Strategic Growth Capital,
/s/ Scott Kleinman
Scott Kleinman
Chairman
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU HOLD ACQUIROR CAYMAN CLASS A ORDINARY SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (II) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (III) DELIVER YOUR PUBLIC SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE SPECIAL MEETING — REDEMPTION RIGHTS” IN THE PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.
This notice was mailed by APSG on May 6, 2022.
 

 
TABLE OF CONTENTS
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F-1
Annex A
Annex B
Annex C
Annex D
Annex E
Annex F
Annex G
Annex H
Annex I
Annex J
Annex K
Annex L
Annex M
Annex N
Annex O
Annex P
Annex Q
Annex R
Annex S
 
ii

 
ADDITIONAL INFORMATION
If you have questions about the Business Combination or the Special Meeting, or if you need to obtain copies of the enclosed proxy statement/prospectus or proxy card, you may contact APSG’s proxy solicitor listed below. You will not be charged for any of the documents you request.
Morrow Sodali LLC
333 Ludlow Street
5th Floor, South Tower Stamford, CT 06902
Shareholders may call toll free: (800) 662-5200
Banks and Brokers may call collect: (203) 658-9400
Email: APSG.info@investor.morrowsodali.com
In order for you to receive timely delivery of the documents in advance of the Special Meeting to be held on May 25, 2022, you must request the information no later than five business days prior to the date of the Special Meeting, by May 18, 2022.
This proxy statement/prospectus incorporates important business and financial information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at http://www.sec.gov.
TRADEMARKS, TRADE NAMES AND SERVICE MARKS
This document contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this proxy statement/prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
MARKET, INDUSTRY AND OTHER DATA
Market, industry and other data used in this proxy statement/prospectus have been obtained from independent industry sources and publications, including the following:

Global Business Travel Association (“GBTA BTI Outlook Annual Global Report & Forecast: Prospects for Global Business Travel 2020-2024,” January 2021, Global Business Travel Association);

World Travel & Tourism Council (“Travel & Tourism: Economic Impact 2021,” April 2021, World Travel & Tourism Council);

Travel Weekly (“2021 Power List,” June 2021, Travel Weekly; “2020 Power List,” January 2020, Travel Weekly);

Business Travel News (“2020 Corporate Travel 100,” October 2020, Business Travel News);

Skift Research (“The Travel Industry Turned Upside Down,” September 2020, Skift Research in Partnership With McKinsey & Company);

The American Lawyer (“The 2021 Am Law 100: Ranked by Gross Revenue,” April 2021, The American Lawyer); and

Fortune 500® (“Fortune 500,” 2021, FORTUNE and “100 Best Companies to Work For,” 2021, FORTUNE).
Market and industry data, statistics and forecasts used throughout this proxy statement/prospectus are based on publicly available information, industry publications and surveys, reports by market research firms and GBT’s estimates based on GBT’s management’s knowledge of, and experience in, the travel industry and customer segments in which GBT competes. Third-party industry publications and forecasts generally state that the information contained therein has been obtained from sources generally believed to be reliable. In addition, certain information contained in this document, including information relating to the
 
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proportion of new opportunities GBT pursues, represents GBT’s management estimates. While GBT believes its internal estimates to be reasonable, and neither GBT nor APSG are aware of any misstatements regarding the industry data presented herein, they have not been verified by any independent sources. Such data involve risks and uncertainties and are subject to change based on various factors, including those discussed under the captions “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements” and “GBT’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
SELECTED DEFINITIONS
When used in this proxy statement/prospectus, unless otherwise stated or the context otherwise requires:

“2020 Executive LTIP” refers to the 2020 Executive Long-Term Cash Incentive Award Plan.

“2022 Plan” refers to the Global Business Travel Group, Inc. 2022 Equity Incentive Plan attached to this proxy statement/prospectus as Annex E.

“Acceptable Subscription Agreement” refers to any a subscription agreement entered into by APSG for the sale of Domesticated Acquiror Class A Common Stock or warrants exercisable for such stock at a purchase price or at an exercise price, as applicable, payable to APSG equal to or greater than $10.00 per share, entered into with the prior written consent of GBT (not to be unreasonably withheld, conditioned or delayed) with a party whose business is evaluating, making and managing investments in and acquiring businesses and is not a strategic operator of a business that competes, directly or indirectly, with GBT, or operates in the same or similar business as GBT.

“ACM” refers to Apollo Capital Management, L.P.

“Acquiror Cayman Class A Ordinary Share” refers to Class A ordinary shares, par value $0.00005 per share, of APSG prior to the Domestication and consummation of the Business Combination.

“Acquiror Cayman Class B Ordinary Shares” refers to the Class B ordinary shares of APSG prior to the Domestication and consummation of the Business Combination.

“Acquiror Cayman Private Placement Warrant” refers to a warrant to purchase one Acquiror Cayman Class A Ordinary Share at an exercise price of $11.50 issued to the Sponsor.

“Acquiror Cayman Public Warrant” refers to a warrant to purchase one Acquiror Cayman Class A Ordinary Share at an exercise price of $11.50 that was included in the units sold as part of the IPO.

“Acquiror Cayman Shareholders” refers to the holders of Acquiror Cayman Shares prior to Domestication and the consummation of the Business Combination.

“Acquiror Cayman Shares” refers to all Acquiror Cayman Class A Ordinary Shares and Acquiror Cayman Class B Ordinary Shares.

“Acquiror Cayman Unit” refers to the units consisting each of one Acquiror Cayman Class A Ordinary Share and one-third of one Public Warrant sold in the IPO prior to the Domestication and consummation of the Business Combination.

“Acquiror Cayman Warrants” refers to the Acquiror Cayman Public Warrants and the Acquiror Cayman Private Placement Warrants.

“Acquiror Class B Common Stock Distribution Agreement” refers to the agreement substantially in the form attached to this proxy statement/prospectus as Annex M pursuant to which GBT will distribute to the Continuing JerseyCo Owners the shares of Domesticated Acquiror Class B Common Stock that GBT acquired in connection with the Domesticated Acquiror Class B Common Stock Subscription Agreement.

“Acquiror Delaware Bylaws” refers to the Bylaws of PubCo substantially in the form attached to this proxy statement/prospectus as Annex B adopted in connection with the Domestication.

“Acquiror Delaware Certificate” refers to the Certificate of Incorporation to be adopted in connection with the Domestication, and the Certificate of Designations for the Class A-1 Preferred Stock and
 
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the Certificate of Designations for the Class B-1 Preferred Stock substantially in the forms attached to this proxy statement/prospectus as Annex A-1 and Annex A-2, respectively, to be adopted substantially concurrently with the Closing.

“Acquiror Intervening Event” refers to any change, effect, event, occurrence, development, condition or fact that (A) materially and adversely affects (i) the business, financial condition or continuing operations of GBT and its subsidiaries, taken as a whole or (ii) the economic merits to the Acquiror Cayman Shareholders proceeding with the Business Combination and Related Transactions, including, for the avoidance of doubt, after taking into account any Acquiror Share Redemptions, (B) was not known and was not reasonably foreseeable to the APSG Board as of the date of the signing of the Business Combination Agreement (or the consequences of which were not known reasonably foreseeable to the APSG Board as of such date) and (C) becomes known to the APSG Board thereafter; subject to certain carveouts set forth in the Business Combination Agreement.

“Acquiror Option” refers to an option relating to shares of Domesticated Acquiror Class A Common Stock upon substantially the same terms and conditions as are in effect with respect to the GBT MIP Option immediately prior to the Closing from which such Acquiror Option was converted in connection with the Business Combination.

“Acquiror Share Redemption” refers to the election of an eligible (as determined in accordance with the Existing Organizational Documents) holder of Acquiror Cayman Class A Ordinary Shares to redeem all or a portion of the Acquiror Cayman Class A Ordinary Shares held by such holder at a per-share price, payable in cash, calculated as of two business days prior to the consummation of the Business Combination, including interest not previously released to APSG to pay its tax obligations, divided by the number of then issued and outstanding public shares (as determined in accordance with the Existing Organizational Documents) in connection with the Shareholder Proposals.

“Acquiror Share Redemption Amount” refers to the aggregate amount payable with respect to all Acquiror Share Redemptions.

“Acquiror Subscribed Ordinary Shares Purchase Price” refers to the amount APSG will pay to GBT pursuant to the Acquiror Subscribed Ordinary Shares Subscription Agreement for subscriptions of OpCo A Ordinary Shares and the OpCo Z Ordinary Share, which equals the sum of (a) the amount of cash available in the Trust Account following the Special Meeting, after deducting the Acquiror Share Redemption Amount and the amount required to satisfy the certain transaction expenses (solely to the extent such expenses remain unpaid as of the Closing), plus the amount of APSG’s cash on hand (outside of the Trust Account) immediately prior to the Closing, plus (b) the PIPE Investment Amount, plus (c) the amount of cash actually drawn under any debt financing obtained by APSG (excluding any loans (including loans from Sponsor as permitted under the Business Combination Agreement) or other indebtedness or APSG transaction expenses repaid at or prior to the Closing in connection with the transactions contemplated by the Business Combination Agreement) prior to or at the Closing plus (d) the Domesticated Acquiror Class B Common Stock Purchase Price.

“Acquiror Subscribed Ordinary Shares Subscription Agreement” refers to the agreement substantially in the form attached to this proxy statement/prospectus as Annex L pursuant to which GBT will issue and sell to APSG, and APSG will subscribe for and purchase from GBT, a number of OpCo A Ordinary Shares and an OpCo Z Ordinary Share.

“Adjournment Proposal” refers to the shareholder proposal to be considered at the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Special Meeting.

“Adjusted EBITDA” refers to net income (loss) before interest, income taxes, depreciation and amortization (or EBITDA) and as further adjusted to exclude costs that GBT’s management believes are non-core to the underlying business of GBT, consisting of restructuring costs, integration costs, costs related to mergers and acquisitions, separation costs, non-cash equity-based compensation, certain corporate costs, foreign currency gains (losses), non-service components of net periodic pension benefit (cost) and gains (losses) on disposal of businesses.
 
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“Adjusted Operating Expenses” refers to total operating expenses excluding depreciation and amortization and costs that management of GBT believes are non-core to the underlying business of GBT, consisting of restructuring costs, integration costs, costs related to mergers and acquisitions, separation costs, non-cash equity-based compensation and certain corporate costs.

“Aggregate Consideration” refers to the (i) Acquiror Subscribed Ordinary Shares Purchase Price, (ii) the equity issued by APSG in connection with the Domesticated Acquiror Class B Common Stock Subscription Agreement, and (iii) the equity issued by APSG as consideration in respect of GBT MIP Shares and GBT MIP Options.

“Aggregate GBT-Side Post-Closing Equity Count” refers to the quotient obtained by dividing (i) the Pre-Money Equity Value plus the aggregate exercise price of all outstanding GBT Legacy MIP Options by (ii) $10.00.

“Agreement End Date” refers to August 2, 2022.

“AGS” refers to Apollo Global Securities, LLC.

“Akin” refers to Akin Gump Strauss Hauer & Feld LLP.

“Amended & Restated GBT MIP” refers to the GBT JerseyCo Limited Amended and Restated Management Incentive Plan.

“Amendment Proposal” refers to the approval of the Acquiror Delaware Certificate.

“American Express” refers to American Express Company and its consolidated subsidiaries.

“Amex Exit Condition” refers to any of the following events described in the New Shareholders Agreement, upon the occurrence of which, permits American Express to take, or require PubCo to take (in American Express’s sole discretion), certain actions to terminate its deemed “control” of PubCo under the BHC Act: (i) Amex HoldCo. determines that it is not permitted under the BHC Act to hold all or any portion of its shares of PubCo or GBT, (ii) Amex HoldCo. identifies a material violation of applicable law by PubCo, and PubCo fails to remediate such violation within 30 days after Amex HoldCo. notifies PubCo of such violation, (iii) Amex HoldCo. determines that an action or event has occurred that poses a significant risk that PubCo and its affiliates will materially violate PubCo’s compliance protocols, (iv) PubCo materially breaches the compliance and regulatory provisions of the New Shareholders Agreement and fails to cure such breach within 30 days after Amex HoldCo. notifies PubCo of such breach, and (v) Amex HoldCo. becomes subject to regulatory or supervisory restrictions that limit its ability to engage in activities generally permitted for financial holding companies under the BHC Act, and, in response, PubCo elects to require Amex HoldCo. to divest or otherwise restructure its investment in PubCo, such that American Express no longer “controls” PubCo under the BHC Act.

“Amex/GBT Term Sheet” refers to the term sheet between Amex HoldCo. and GBT reflecting the terms of certain operating agreements between Amex HoldCo. and GBT attached to GBT’s disclosure letter.

“Amex HoldCo.” refers to American Express Travel Holdings Netherlands Coöperatief U.A., a 50% owner of GBT Voting Ordinary Shares and GBT Preferred Shares prior to the Business Combination.

“Apollo” refers to Apollo Global Management, Inc., a Delaware corporation.

“Apollo Group” refers to Apollo and one or more security holders or affiliates of, and/or portfolio companies of investment funds affiliated or associated with Apollo.

“April Note” refers to the promissory note, dated April 1, 2022, by and between the Sponsor and APSG.

“APSG” refers to Apollo Strategic Growth Capital, a blank check company incorporated as a Cayman Islands exempted company.

“APSG Audit Committee” refers to the audit committee of the APSG Board.

“APSG Board” refers to the board of directors of APSG prior to the Domestication and consummation of the Business Combination.
 
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“APSG Founders” refers to the holders of Acquiror Cayman Class B Ordinary Shares, including the Sponsor, prior to the IPO of APSG.

“APSG Shareholders” refers to the holders of Acquiror Cayman Class A Ordinary Shares and holders of Acquiror Cayman Class B Ordinary Shares.

“ARC” refers to the Airlines Reporting Corporation.

“Athene” refers to Athene Holding Limited.

“August Note” refers to the promissory note, dated August 11, 2020, by and between the Sponsor and APSG.

“B2B travel” refers to travel for business purposes that is purchased and fulfilled through a company-sponsored and managed channel.

“B2C” refers to channels or platforms used by consumers to book and fulfill travel, including directly with suppliers or through intermediaries such as online travel agencies. B2C may include business travelers who purchase travel outside of a company-sponsored and managed channel, or whose companies does not have such a channel.

“BHC Act” refers to the Bank Holding Company Act of 1956.

“Brexit” refers to the U.K.’s withdrawal from the EU.

“BTN” refers to Business Travel News.

“Business Combination” refers to the transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” refers to the Business Combination Agreement, dated as of December 2, 2021 (as the same has been or may be further amended, modified, supplemented or waived from time to time in accordance with its terms), by and between APSG and GBT, substantially in the form attached hereto at Annex C.

“Business Combination Proposal” refers to the shareholder proposal to be considered at the Special Meeting to approve the Business Combination.

“CAGR” refers to a compound annual growth rate.

“Cayman Islands Companies Act” refers to the Cayman Islands Companies Act (2021 Revision) of the Cayman Islands as the same may be amended from time to time.

“CCPA” refers to the California Consumer Privacy Act.

“Certares” refers to Certares Management LLC.

“Certificate of Incorporation” refers to the Certificate of Incorporation of PubCo, substantially in the form attached to this proxy statement/prospectus as Annex A, to be adopted in connection with the Domestication.

“CJEU” refers to the Court of Justice of the European Union.

“Cleary” refers to Cleary Gottlieb Steen & Hamilton LLP.

“Closing” refers to the closing of the Business Combination.

“Closing Date” refers to the date and time on which the Closing actually occurs, which will not occur on a date on which the Cayman National Bank or the financial institutions in Jersey are closed, and must occur after the Domestication.

“Code” refers to the U.S. Internal Revenue Code of 1986, as amended.

“Code of Conduct” refers to the Code of Business Conduct and Ethics the PubCo Board will adopt.

“Company,” “our,” “we” or “us” refers, prior to the Business Combination, to APSG or GBT, as the context suggests, and, following the Business Combination, to PubCo.

“Completion Window” refers to the 24 months from the closing of APSG’s initial public offering or 27 months from the closing of APSG’s initial public offering upon execution a letter of intent,
 
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agreement in principle or definitive agreement for the Business Combination within 24 months from the closing of the IPO.

“Compliance Term Sheet” refers to the term sheet setting forth the post-Closing terms with respect to Amex HoldCo.’s oversight of certain legal compliance functions of GBT’s business.

“Condition Precedent Proposals” refers to, collectively, (i) the Domestication Proposal, (ii) the Amendment Proposal (except for the Unbundling Precatory Proposals), (iii) the Business Combination Proposal, (iv) the Issuance Proposal, (v) the Equity Incentive Plan Proposal and (vi) the ESPP Proposal.

“Continuing JerseyCo Owners” refers to those existing shareholders of GBT who will hold OpCo B Ordinary Shares after the Business Combination, which, for the avoidance of doubt, is currently intended to include Amex HoldCo., Juweel and Expedia.

“CPRA” refers to the California Privacy Rights Act.

“Credit Suisse” refers to Credit Suisse Securities (USA) LLC.

“DER” refers to DER Business Travel.

“Derivative Equity Securities” refers to, collectively, (a) Acquiror Options that were issued on account of New GBT MIP Options, (b) shares of Domesticated Acquiror Class A Common Stock that were issued on account of GBT MIP Shares and (c) any shares of, or other derivative securities relating to, Domesticated Acquiror Class A Common Stock and corresponding OpCo A Ordinary Shares issued on account of (x) the exercise of Acquiror Options that were issued on account of GBT Legacy MIP Options (but excluding the Acquiror Options that were issued on account of New GBT MIP Options), and (y) an exchange under the Exchange Agreement occurring between the Closing and the date the Egencia Post-Closing Equity Adjustment is finally determined.

“DeSPAC Transaction” refers to the series of transactions occurring pursuant to Sections 2.1 of the Business Combination Agreement following the Domestication, excluding those transactions contemplated by each of the PIPE Investments and the adoption of the Amended and Restated GBT M&A.

“DGCL” refers to the Delaware General Corporation Law, as amended.

“dollars” or “$” refers to U.S. dollars.

“Domesticated Acquiror Class A Common Stock” refers to the Class A common stock of PubCo after the consummation of the Business Combination.

“Domesticated Acquiror Class A Stock” refers to (a) if no shares of Class A-1 Preferred Stock or Class B-1 Preferred Stock have been issued pursuant to and in accordance with the New Shareholders Agreement, Domesticated Acquiror Class A Common Stock, and (b) if any shares of Class A-1 Preferred Stock or Class B-1 Preferred Stock have been so issued, (i) Domesticated Acquiror Class A Common Stock or Class A-1 Preferred Stock and (ii) where the context requires, Domesticated Acquiror Class A Common Stock and Class A-1 Preferred Stock, collectively.

“Domesticated Acquiror Class B Common Stock” refers to the Class B common stock of PubCo after the consummation of the Business Combination.

“Domesticated Acquiror Class B Common Stock Purchase Price” refers to the amount which equals the product of (a) $0.0001 per share and (b) the aggregate number of shares of Domesticated Acquiror Class B Common Stock to be subscribed for by GBT at Closing.

“Domesticated Acquiror Class B Common Stock Subscription Agreement” refers to the agreement substantially in the form attached to this proxy statement/prospectus as Annex K pursuant to which APSG will issue and sell to GBT, and GBT will subscribe for and purchase from APSG, a number of shares of Domesticated Acquiror Class B Common Stock.

“Domesticated Acquiror Class B Stock” refers to (a) if no shares of Class A-1 Preferred Stock or Class B-1 Preferred Stock have been issued pursuant to and in accordance with the New Shareholders Agreement, Domesticated Acquiror Class B Common Stock, and (b) if any shares of Class A-1
 
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Preferred Stock or Class B-1 Preferred Stock have been so issued, (i) Domesticated Acquiror Class B Common Stock or Class B-1 Preferred Stock and (ii) where the context requires, Domesticated Acquiror Class B Common Stock and Class B-1 Preferred Stock, collectively.

“Domesticated Acquiror Class X Common Stock” refers to, Class X common stock of PubCo following PubCo’s Domestication, which will be automatically converted into shares of Domesticated Acquiror Class A Common Stock upon consummation of the Business Combination.

“Domesticated Acquiror Common Stock” refers to, from and following the Domestication, Domesticated Acquiror Class A Common Stock, Domesticated Acquiror Class B Common Stock and Domesticated Acquiror Class X Common Stock (prior to the automatic conversion of such Domesticated Acquiror Class X Common Stock into shares of Domesticated Acquiror Class A Common Stock upon Closing).

“Domesticated Acquiror Warrant” refers to a warrant with right to acquire one share of Domesticated Acquiror Class A Common Stock.

“Domestication” refers to the continuation of APSG by way of domestication of APSG as a Delaware corporation, with the Acquiror Cayman Shares becoming shares of common stock of PubCo under the applicable provisions of the Cayman Islands Companies Act and the DGCL; the term includes all matters and necessary or ancillary changes in order to effect such Domestication, including the adoption of the Certificate of Incorporation consistent with the DGCL and changing the name and registered office of APSG.

“Domestication Proposal” refers to the shareholder proposal to be considered at the Special Meeting to approve the Domestication.

“DOT” refers to the U.S. Department of Transportation.

“EBITDA” refers to net (loss) income before interest income, interest expense, benefit from (provision for) income taxes and depreciation and amortization.

“Egencia” refers to the business acquired in the Egencia Acquisition.

“Egencia Acquisition” refers to GBT’s acquisition of the Egencia business from Expedia pursuant to the Egencia Equity Contribution Agreement.

“Egencia Equity Contribution Agreement” refers to the Equity and Contribution Agreement, dated as of August 11, 2021, by and among Expedia, Inc., GBT and Juweel Investors Limited, in connection with the Egencia Acquisition.

“Egencia Post-Closing Equity Adjustment” refers to any post-closing equity adjustment under the Egencia Equity Contribution Agreement.

“Equity Commitment Letters” refers to the equity commitment letters entered into by Juweel and Amex HoldCo. with GBT, each dated as of August 25, 2020, and each as amended on January 20, 2021.

“Equity Incentive Plan Proposal” refers to the shareholder proposal to be considered at the Special Meeting to approve the 2022 Plan.

“ESPP” refers to the employee stock purchase plan substantially in the form to this proxy statement/prospectus as Annex F (with such changes that may be agreed in writing by APSG and GBT).

“ESPP Proposal” refers to the shareholder proposal to be considered at the Special Meeting to approve the ESPP.

“Evercore” refers to Evercore Group L.L.C.

“Exchange Act” refers to the Securities Exchange Act of 1934, as amended.

“Exchange Agreement” refers to exchange agreement, to be entered into on the Closing Date, by and among PubCo, GBT and each holder of OpCo B Ordinary Shares from time to time party thereto, substantially in the form attached to this proxy statement/prospectus as Annex I.
 
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“Exchange Committee” refers to a committee of the PubCo Board comprised solely of independent directors not nominated by a Continuing JerseyCo Owner that are disinterested with respect to any particular Exchange. The Exchange Committee may be (and the term “Exchange Committee” shall be construed to include) either (a) a standalone committee of the PubCo Board or (b) the Audit and Finance Committee of the PubCo Board or another committee of the PubCo Board that meets the requirements specified in this definition, for so long as the PubCo Board has delegated the functions of the Exchange Committee to the Audit and Finance Committee or such other committee, as applicable; provided that, if (i) the Exchange Committee is a standalone committee of the PubCo Board, no nominee of a Continuing JerseyCo Owner may be a member of the Exchange Committee, and (ii) the PubCo Board has delegated the functions of the Exchange Committee to the Audit and Finance Committee and the members of the Audit and Finance Committee include one or more nominees of a Continuing JerseyCo Owner, then each such nominee of must recuse himself or herself from any and all business of such committee concerning an Exchange.

“Existing Organizational Documents” refers to the current Amended and Restated Memorandum and Articles of Association of APSG under the Cayman Islands Companies Act substantially in the form attached to this proxy statement/prospectus as Annex Q.

“Existing Shareholders Agreement” refers to the Second Amended & Restated Shareholders Agreement, dated as of November 1, 2021, by and among GBT, Juweel and Amex HoldCo.

“Expedia” refers to EG Corporate Travel Holdings LLC, a Delaware limited liability company.

“FATCA” refers to the Foreign Account Tax Compliance Act.

“FCPA” refers to the U.S. Foreign Corrupt Practices Act.

“February Note” refers to the promissory note, dated February 22, 2021, by and between the Sponsor and APSG.

“Federal Reserve” refers to the Federal Reserve System.

“First Earnout Achievement Date” refers to the date that, if at any time during the five years following the Closing Date, the VWAP of the Domesticated Acquiror Class A Common Stock is greater than or equal to $12.50 for any 20 trading days within a period of 30 consecutive trading days trading days.

“Founder Shares” refers to the 20,420,250 Acquiror Cayman Class B Ordinary Shares held in the aggregate by the APSG Founders.

“Free Cash Flow” refers to net cash (used in) from operating activities, less cash used for additions to property and equipment.

“Fully Diluted GBT Equity Amount” refers to the sum of: (i) the number of issued and outstanding GBT Ordinary Shares (after giving effect to the redemption and cancellation of the GBT Preferred Shares and GBT Profit Shares in accordance with the terms of the Business Combination Agreement), plus (ii) the number of issued and outstanding GBT MIP Shares (excluding any GBT MIP Shares that are redeemed and cancelled for cash consideration pursuant to the Business Combination Agreement) (if any), plus (iii) the number of issued and outstanding GBT Legacy MIP Options.

“GAAP” refers to United States generally accepted accounting principles, consistently applied.

“GBT” refers to GBT JerseyCo Limited.

“GBTA” refers to the Global Business Travel Association.

“GBT Amended and Restated M&A” refers to the Fourth Amended & Restated Memorandum of Association of GBT and the Third Amended & Restated GBT Articles of Association substantially in the forms attached to this proxy statement/prospectus as Annex G and Annex H, respectively existing as of and following the Closing.

“GBT Board” refers to the board of directors of GBT.

“GBT Capital Stock” refers to, prior to the Closing, the GBT Ordinary Shares, the GBT Preferred Shares, the GBT MIP Shares and the GBT Profit Shares, and following the Closing, the OpCo A Ordinary Shares, OpCo B Ordinary Shares, OpCo C Ordinary Shares and the OpCo Z Ordinary Share.
 
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“GBT DCP” refers to the GBT US LLC Deferred Compensation Plan.

“GBT Debt Financing” refers to any senior secured debt financing that GBT or any of its subsidiaries may obtain or seek to obtain.

“GBT Debt Financing Sources” refers to the financial institutions and institutional investors that at any time have committed to provide or arrange or otherwise have entered into agreements in connection with all or any part of any GBT Debt Financing, in each case, solely in their respective capacities as lenders, agents, and/or arrangers under any GBT Debt Financing and not in any other capacity.

“GBT Existing M&A” refers to the GBT’s memorandum of association and articles of association (as amended by special resolution and in effect immediately prior to the Closing).

“GBT Holders Support Agreement” refers to that certain support agreement, dated as of the date of the signing of the Business Combination Agreement, by and among APSG, and certain holders of GBT Capital Stock, as amended or modified from time to time.

“GBT Legacy MIP Option” refers to a legacy option to purchase GBT MIP Shares granted under the GBT MIP.

“GBT MIP” refers to the GBT JerseyCo Limited Management Incentive Plan (and any predecessor plan).

“GBT MIP Option” refers to an option to purchase GBT MIP Shares granted under the GBT MIP or the Amended & Restated GBT MIP.

“GBT MIP Shares” refers to the MIP Shares (as such term is defined in GBT’s Existing M&A) of €0.00001 each of GBT, issuable in respect of GBT MIP Options.

“GBT New Ordinary Shares” refers to the equity interests of GBT prior to the Closing as provided in the GBT Existing M&A, of which one will be issued to each of Amex HoldCo. and Juweel in consideration for nominal value and thereafter converted into and redesignated as an OpCo B Ordinary Share.

“GBT Non-Voting Ordinary Shares” refers to non-voting ordinary shares of €0.00001 each of GBT, prior to the Business Combination.

“GBT Ordinary Shares” refers to GBT Voting Ordinary Shares and GBT Non-Voting Ordinary Shares.

“GBT Preferred Shares” refers to the preferred shares of €0.00001 each of GBT, prior to the Business Combination.

“GBT Profit Shares” refers to the profit shares of €0.00001 each of GBT, prior to the Business Combination.

“GBT Supply MarketPlace” refers to GBT’s proprietary capability to source, distribute and manage travel and travel-related content to travelers, clients and Network Partners, through both GBT and third party technology, as well as GBT’s supplier content and management processes and expertise.

“GBT UK” refers to GBT Travel Services UK Limited.

“GBT Voting Ordinary Shares” refers to voting ordinary shares of €0.00001 each of GBT, prior to the Business Combination.

“GDPR” refers to the European General Data Protection Regulation.

“GDS” refers to the three major Global Distribution Systems (Amadeus, Sabre and Travelport inclusive of their constituent GDS) used by GBT as a source for air and other travel content. Global Distribution Systems are common technology infrastructure used by airlines and some other travel suppliers to distribute their content to Points of Sale (“POS”).

“Gibson Dunn” refers to Gibson, Dunn & Crutcher LLP.

“Goldman Sachs” refers to Goldman Sachs & Co. LLC.

“Holdings” refers to Apollo Principal Holdings III, L.P.
 
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“Houlihan Lokey” refers to Houlihan Lokey Capital, Inc., a financial advisor to APSG with respect to the Business Combination.

“HRG” refers to Hogg Robinson Group Limited, GBT’s subsidiary.

“HRG Pension Scheme” refers to the defined benefit scheme for certain of associates and retirees of GBT and its affiliates in the UK.

“HSR Act” refers to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“IATA” refers to the International Air Transport Association.

“Insiders” refers to the members of the APSG Board and management that are party to the Sponsor Support Agreement and the Sponsor Side Letter.

“Interim Period” refers to the period from the date of the Business Combination Agreement and through the earlier of the Closing or valid termination of the Business Combination Agreement.

“IPO” refers to APSG’s initial public offering of the Acquiror Cayman Units, Acquiror Cayman Class A Ordinary Shares and Acquiror Cayman Public Warrants, pursuant to the IPO registration statement and completed on October 6, 2020.

“IRS” refers to the U.S. Internal Revenue Service.

“IT” refers to information technology.

“JOBS Act” refers to the Jumpstart Our Business Startups Act of 2012.

“June Note” refers to the promissory note, dated June 18, 2021, by and between the Sponsor and APSG.

“Juweel” refers to Juweel Investors (SPC) Limited, an exempted segregated portfolio company with limited liability incorporated under the laws of the Cayman Islands, successor-in-interest to Juweel Investors Limited, a company incorporated as an exempted company with limited liability under the laws of the Cayman Islands.

“JV” refers to a joint venture comprising the GBT operations established by American Express in June 2014 with a predecessor of Juweel, which represents a group of institutional investors led by an affiliate of Certares.

“Kirkland” refers to Kirkland & Ellis LLP.

“KPMG” refers to KPMG LLP.

“Letter of Intent” refers to that certain letter agreement, dated as of July 30, 2021 by and among GBT, APSG and the Sponsor.

“LIBOR” refers to the London Interbank Offered Rate.

“Minimum Available Acquiror Cash Condition” refers to the condition to GBT’s obligation to consummate the Business Combination that there is a minimum of $300 million in cash (the “Minimum Available Cash Amount”) available to APSG from the following sources: (i) the amount of cash available in the Trust Account following the Special Meeting, after deducting the Acquiror Share Redemption Amount, plus (ii) the amount of APSG’s cash on hand (outside of the Trust Account) immediately prior to the Closing, plus (iii) PIPE Investment Amount.

“Modification in Recommendation” refers to any withdrawal, amendment, qualification or modification of the APSG Board’s recommendation to the shareholders of APSG that they approve each of the Shareholder Proposals.

“Modification in Recommendation Notice” refers to a written notice delivered by APSG to GBT advising GBT that the APSG Board proposes to make a Modification in Recommendation, with the material facts underlying the reasons for the APSG Board’s determination that an Acquiror Intervening Event has occurred.

“Modification in Recommendation Notice Period” refers to the period from the delivery of the Modification in Recommendation Notice until 5:00 p.m., New York City time, on the fifth (5th) business day thereafter.
 
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“Morgan Lewis” refers to Morgan, Lewis and Bockius, LLP.

“Morgan Stanley” refers to Morgan Stanley & Co. LLC

“Neo” refers to the Neo Online Booking Tool and Expense platform.

“Net Debt (Cash)” refers to total debt outstanding consisting of current and non-current portion of long-term debt (defined as debt (excluding lease liabilities) with original contractual maturity dates of one year or greater), net of unamortized debt discount and unamortized debt issuance costs, minus cash and cash equivalents.

“Network Partners” refers to third party travel management companies (“TMCs”) and independent advisors that are clients of GBT Partner Solutions who, through GBT Partner Solutions, can access GBT’s technology platform and content.

“New GBT MIP Options” refers to the GBT MIP Options granted on December 2, 2021 under the Amended & Restated GBT MIP.

“New Shareholders Agreement” refers to the Shareholders Agreement, to be entered into between PubCo, GBT, Amex HoldCo., Juweel and Expedia, substantially in the form attached to this proxy statement/prospectus as Annex D, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms.

“Newly Issued Equity Securities” refers to shares of Domesticated Acquiror Class A Common Stock and corresponding OpCo A Ordinary Shares issued on account of (x) the exercise of Acquiror Options that were issued on account of GBT Legacy MIP Options (but excluding the Acquiror Options that were issued on account of New GBT MIP Options), and (y) an exchange under the Exchange Agreement occurring between the Closing and the date the Egencia Post-Closing Equity Adjustment is finally determined.

“NSIA” means the National Security and Investment Act 2021 (United Kingdom).

“NYSE” refers to the New York Stock Exchange.

“OBTs” refer to online booking tools.

“October Note” refers to the promissory note, dated October 20, 2020, by and between the Sponsor and APSG.

“OFAC” refers to the U. S. Treasury Department’s Office of Foreign Assets Control.

“OpCo A Ordinary Shares” refers to equity interests of GBT following the Closing, designated as “A Ordinary Shares” in the GBT Amended and Restated M&A.

“OpCo B Ordinary Shares” refers to equity interests of GBT following the Closing, designated as “B Ordinary Shares” in the GBT Amended and Restated M&A.

“OpCo C Ordinary Shares” or “earnout shares” refers to equity interests of GBT following the Closing, designated as “C Ordinary Shares” in the GBT Amended and Restated M&A.

“OpCo Z Ordinary Share” refers to equity interests of GBT following the Closing, designated as the “Z Ordinary Share” in the GBT Amended and Restated M&A.

“Ovation” refers to Ovation Travel, LLC, GBT’s subsidiary, and includes the Ovation, Ovation Vacations and Lawyers Travel brands.

“Over-Allotment Units” refers to an additional 11,250,000 Acquiror Cayman Units purchased by the underwriters in connection with the exercise of the over-allotment option.

“Paul Weiss” refers to Paul, Weiss, Rifkind, Wharton & Garrison LLP.

“PCAOB” refers to the Public Company Accounting Oversight Board.

“PCI DSS” refers to the Payment Card Industry Data Security Standards.

“Per Share Converted Amount” refers to the quotient obtained by dividing the Aggregate GBT-Side Post-Closing Equity Count by the Fully Diluted GBT Equity Amount.
 
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“Per Share Earnout Amount” refers to the quotient obtained by dividing 15,000,000 by the Fully Diluted GBT Equity Amount.

“PFIC” refers to a “passive foreign investment company” as defined under the Code.

“PIPE Investment” or “PIPE” refers to the private placement pursuant to which PIPE Investors have committed to make a private investment in the aggregate amount of $335 million in public equity in the form of Domesticated Acquiror Class A Common Stock on the terms and conditions set forth in the PIPE Subscription Agreements.

“PIPE Investment Amount” refers to the aggregate gross purchase price received by APSG prior to or substantially concurrently with the Closing for the PIPE Securities.

“PIPE Investors” refers to the investors that have signed PIPE Subscription Agreements.

“PIPE Securities” refers to the shares of Domesticated Acquiror Class A Common Stock sold to the PIPE Investors pursuant to the PIPE Subscription Agreements.

“PIPE Subscription Agreements” refers to the subscription agreements, dated as of December 2, 2021, by and between APSG and the PIPE Investors, substantially in the form attached to this proxy statement/prospectus as Annex N, pursuant to which APSG has agreed to sell and issue an aggregate of 33.5 million shares of PIPE Securities to the PIPE Investors immediately before or substantially concurrently with the consummation of the Business Combination for an aggregate cash purchase price of $335 million, or $10.00 per share, as the same may be amended, modified, supplemented or waived from time to time in accordance with their terms.

“Placement Agent Engagement Letter” refers to that certain Co-Placement Agent Engagement Letter, dated as of October 6, 2021, by and among the Company and the Placement Agents.

“Placement Agents” refers to Morgan Stanley, AGS, Evercore and Credit Suisse.

“Pre-Money Equity Value” refers to an amount equal to (i) $4,027,000,000 plus (ii) the lesser of (x) $164,000,000 and (y) the aggregate amount of cash that would be payable by GBT if GBT elected to redeem and cancel all of the GBT Preferred Shares for cash minus (iii) the aggregate amount of cash actually elected to be paid by GBT upon the redemption and cancellation of GBT Preferred Shares. For the avoidance of doubt, if the amount in clause (iii) is greater than the amount in clause (ii), then the Pre-Money Equity Value will be an amount less than the amount in clause (i).

“Proposed Organizational Documents” refers to the Acquiror Delaware Bylaws and Acquiror Delaware Certificate.

“PubCo” refers to Global Business Travel Group, Inc.

“PubCo Board” refers to the board of directors of PubCo.

“Public Shareholders” refers to the holders of the public shares or public warrants that were sold in the IPO.

“public shares” refers to the Acquiror Cayman Class A Ordinary Shares of APSG issued in the IPO.

“public warrants” refers to the Acquiror Cayman Public Warrants issued in the IPO.

“PwC” refers to PricewaterhouseCoopers International Limited.

“Quorum” refers to the required number of Acquiror Cayman Shareholders required to hold a shareholder meeting for APSG, which will consist of one or more Acquiror Cayman Shareholders holding at least a majority of the paid-up voting share capital of APSG present in person or by proxy and entitled to vote at a meeting.

“Record Date” refers to March 1, 2022, the date for determining which of the Acquiror Cayman Shareholders are entitled to receive notice of and to vote at the Special Meeting.

“Redemption Rights” refer to the rights of the holders of Acquiror Cayman Class A Ordinary Shares to demand redemption of their Acquiror Cayman Class A Ordinary Shares for cash in accordance with the procedures set forth in the Existing Organizational Documents and this proxy statement/prospectus.
 
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“Refinancing & Incremental Tranche B-3 Facilities Proposal” refers to the up to $1 billion of proposed new senior secured term loan facilities for certain subsidiaries of GBT, a portion of which was proposed to be used to refinance certain of the then existing term loan facilities under the Senior Secured Credit Agreement.

“Registration Rights Agreement” refers to the Amended and Restated Registration Rights Agreement to be entered into between PubCo, the Sponsor and the Continuing JerseyCo Owners, substantially in the form attached to this proxy statement/prospectus as Annex J, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms.

“Related Transaction Documents” refers to the agreements contemplating the Related Transactions.

“Related Transactions” refers to the other transactions entered into as contemplated by the Business Combination Agreement to effectuate the Business Combination.

“Rule 144” refers to Rule 144 under the Securities Act.

“S&P” refers to the rating agency, Standard & Poor.

“Sarbanes-Oxley Act” refers to the Sarbanes-Oxley Act of 2002.

“SEC” refers to the U.S. Securities and Exchange Commission.

“Second Earnout Achievement Date” refers to the date that, if at any time during the five years following the Closing Date, the VWAP of the Domesticated Acquiror Class A Common Stock is greater than or equal to $15.00 for any 20 trading days within a period of 30 consecutive trading days trading days.

“Second Lien Facility Proposal” refers to a proposed $400 million second lien term loan facility.

“Securities Act” refers to the Securities Act of 1933, as amended.

“Senior Secured Credit Agreement” refers to that certain senior secured credit agreement, dated as of August 13, 2018, by and among GBT Group Services B.V., as borrower, GBT III B.V., as the original parent guarantor, the other loan parties from time to time party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent, and the lenders and letter of credit issuers from time to time party thereto, as amended from time to time.

“Senior Secured Initial Term Loans” refers to the $250 million initial senior secured term loan facility that was obtained under the Senior Secured Credit Agreement on August 13, 2018.

“Senior Secured New Tranche B-3 Term Loan Facilities” refers to the $1,000 million new tranche B-3 senior secured term loan facilities that were established under the Senior Secured Credit Agreement on December 16, 2021.

“Senior Secured Prior Tranche B-1 Term Loans” refers to the $400 million tranche B-1 senior secured incremental term loan facility that was obtained under the Senior Secured Credit Agreement on September 4, 2020, which facility was subsequently refinanced and repaid in full on December 16, 2021.

“Senior Secured Prior Tranche B-2 Term Loan Facility” refers to the $200 million tranche B-2 senior secured delayed draw incremental term loan facility that was established under the Senior Secured Credit Agreement on January 20, 2021, which facility was subsequently refinanced and repaid in full, and the remaining unused commitments thereunder terminated, on December 16, 2021.

“Senior Secured Revolving Credit Facility” refers to the $50 million senior secured revolving credit facility under the Senior Secured Credit Agreement.

“September Note” refers to the promissory note, dated September 14, 2021, by and between the Sponsor and APSG.

“Shareholder Proposals” refers to, collectively, (i) the Domestication Proposal, (ii) the Amendment Proposal, (iii) the Unbundling Precatory Proposals, (iv) the Business Combination Proposal, (v) the Issuance Proposal, (vi) the Equity Incentive Plan Proposal, (vii) the ESPP Proposal and (viii) the Adjournment Proposal.
 
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“SME” or “SME clients” refer to clients GBT considers small-to-medium-sized enterprises, which GBT generally defines as having an expected annual spend on air travel of less than $20 million. This criterion can vary by country and client needs.

“SPAC” refers to a special purpose acquisition company.

“Special Meeting” refers to the extraordinary general meeting of APSG to be held on May 25, 2022 at 9:00 a.m., Eastern Time, to vote on matters relating to the Business Combination. The Special Meeting will take place via live webcast at https://www.cstproxy.com/apsg/2022 and telephonically by dialing (800) 450-7155 (within the U.S. and Canada) and (857) 999-9155 (outside the U.S. and Canada), conference ID: 3040979#. For the purposes of APSG’s Existing Organizational Documents, the physical place of meeting will be the offices of Walkers (190 Elgin Avenue, George Town, Grand Cayman KY1-9001, Cayman Islands).

“Sponsor” refers to APSG Sponsor, L.P., a Cayman Islands exempted limited partnership.

“Sponsor Shares” refers to the shares of Domesticated Acquiror Class A Common Stock issued at the Closing upon conversion of the shares of Domesticated Acquiror Class X Common Stock held by Sponsor as of immediately prior to such conversion.

“Sponsor Side Letter” refers to the letter agreement, dated as of December 2, 2021, by and among the Sponsor, the Insiders, APSG and GBT, attached to this proxy statement/prospectus as Annex P, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms.

“Sponsor Side Letter Vesting Period” refers to the five years following the Closing.

“Sponsor Support Agreement” refers to the support agreement, dated as of December 2, 2021, by and among the Sponsor, the Insiders and GBT, substantially in the form attached to this proxy statement/prospectus as Annex O, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms.

“Syndication Transfer” refers to a transfer or agreement to transfer (which may be effectuated as a forfeiture to APSG and reissuance by APSG) of Acquiror Cayman Class B Ordinary Shares by Sponsor to an equity investor.

“TCJA” refers to the Tax Cuts and Jobs Act.

“TLS” refers to American Express’ Travel and Lifestyle Services division.

“TLSOA” refers to the Travel and Lifestyle Services Operating Agreement with American Express.

“Total Transaction Value” or “TTV” refers to the sum of the total price paid by travelers for air, hotel, rail, car rental and cruise bookings, including taxes and other charges applied by suppliers at point of sale, less cancellations and refunds.

“TPN” refers to GBT’s Travel Partner Network, through which GBT services clients globally. All TPNs are Network Partners.

“Transaction (Decline) Growth” refers to year-over-year decline or growth as a percentage of the total number of transactions, including air, hotel, car rental, rail or other travel-related transactions, recorded at the time of booking, calculated on a gross basis to include cancellations, refunds and exchanges.

“Transfer Agent” refers to Continental Stock Transfer & Trust Company.

“Treasury Regulations” refers to the regulations promulgated under the Code by the United States Department of the Treasury (whether in final, proposed or temporary form), as the same may be amended from time to time.

“Trust Account” refers to the trust account of APSG, which holds the net proceeds from the IPO and certain of the proceeds from the sale of the Acquiror Cayman Private Placement Warrants, together with interest earned thereon, less amounts released to pay taxes.

“Trust Agreement” refers to the Investment Management Trust Agreement, dated as of October 1, 2020, between APSG and Trustee.
 
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“Trustee” refers to Continental Stock Transfer & Trust Company.

“UK Data Protection Act” refers to the Data Protection Act the UK implemented, effective in May 2018 and statutorily amended in 2019.

“UK GDPR” refers to the UK-only adaption of the GDPR, which took effect on January 1, 2021.

“Up-C structure” refers to the organizational structure commonly referred to as an umbrella partnership-C corporation.

“UW Lock-up Release Date” refers to the 180th day following the Closing Date.

“VWAP” refers to dollar volume-weighted average price.

“Walkers” refers to Walkers (Cayman) LLP.

“Warrant Agreement” refers to that certain Warrant Agreement, dated as of October 1, 2020, by and between APSG and Continental Stock Transfer & Trust Company.

“WTTC” refers to the World Travel & Tourism Council.
The unaudited pro forma condensed combined financial information of PubCo presented in this proxy statement/prospectus has been derived by applying the pro forma adjustments described in “Unaudited Pro Forma Condensed Combined Financial Information” to the historical consolidated financial statements of GBT included elsewhere in this proxy statement/prospectus. These pro forma adjustments give effect to the Business Combination, the Egencia Acquisition and the other related adjustments described in “Unaudited Pro Forma Condensed Combined Financial Information” as if they had occurred on January 1, 2021, in the case of the unaudited pro forma condensed combined statements of operations, and as if the Business Combination and other related adjustments had occurred on December 31, 2021, in the case of the unaudited pro forma condensed combined balance sheet. The unaudited pro forma condensed combined financial information has been prepared using, and should be read in conjunction with, the historical financial statements of APSG, GBT and Egencia and related notes thereto included elsewhere in this proxy statement/prospectus. See “Unaudited Pro Forma Condensed Combined Financial Information” for a complete description of the adjustments and assumptions underlying the unaudited pro forma condensed combined financial information included in this proxy statement/prospectus.
All financial statements presented in this proxy statement/prospectus have been prepared in accordance with generally accepted accounting principles in GAAP and, unless otherwise noted, are presented in U.S. dollars.
Certain monetary amounts, percentages and other figures included elsewhere in this proxy statement/prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.
This proxy statement/prospectus contains “non-GAAP financial measures” that are financial measures that either exclude or include amounts that are not excluded or included in the most directly comparable measures calculated and presented in accordance with GAAP. Specifically, GBT uses “EBITDA,” “Adjusted EBITDA,” “Adjusted Operating Expenses,” “Free Cash Flow” and “Net Debt (Cash)” as non-GAAP financial measures. For a discussion on GBT’s use of non-GAAP financial measures and a reconciliation to the most directly comparable GAAP measures, see “GBT’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Operating and Financial Metrics — Non-GAAP Financial Measures.”
 
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements made in this proxy statement/prospectus are “forward looking statements.” Statements regarding the potential combination and expectations regarding the combined business are “forward looking statements.” In addition, words such as “estimates,” “projected,” “expects,” “estimated,” “anticipates,” “suggests,” “projects,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “would,” “should,” “could,” “future,” “propose,” “target,” “goal,” “objective,” “outlook” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of the parties, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include:

our ability to complete the Business Combination, or, if we do not consummate the Business Combination, any other initial business combination;

the inability to complete the transactions contemplated by the proposed Business Combination due to the failure to satisfy any conditions to closing, including the failure to obtain certain approval of the APSG Shareholders, or the approval by the stockholders of GBT’s entry into new investment advisory agreements with their respective investment adviser on substantially similar economic terms;

the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement, including the failure to satisfy any of the conditions to closing in the Business Combination Agreement;

the projected financial information, anticipated growth rate and market opportunity of PubCo;

GBT’s ability to maintain its existing relationships with customers and suppliers and to compete with existing and new competitors in existing and new markets and offerings;

various conflicts of interest that could arise among us, our funds, affiliates, investors and partner managers;

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the Business Combination;

our directors and officers potentially having conflicts of interest with our business or in approving the Business Combination, as a result of which they would receive compensation;

intense competition and competitive pressures from other companies in the industry in which the combined company will operate;

factors relating to the business, operations and financial performance of GBT, including market conditions and global and economic factors beyond GBT’s control;

the impact of COVID-19 and related changes in base interest rates and significant market volatility on our business, the travel industry, travel trends and the global economy generally;

costs related to the Business Combination;

the sufficiency of GBT’s cash, cash equivalents and investments to meet its liquidity needs;

the global travel industry;

political, social and macroeconomic conditions (including the widespread adoption of teleconference and virtual meeting technologies which could reduce the number of in person business meetings and demand for travel and GBT’s services);

the effect of legal, tax and regulatory changes; and

other factors detailed under the section entitled “Risk Factors.”
 
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The forward-looking statements contained in this proxy statement/prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in this proxy statement/prospectus. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Before you grant your proxy or instruct how your vote should be cast or vote on the Shareholder Proposals to be put to the Special Meeting, you should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect APSG, GBT, or, following the consummation of the Business Combination, PubCo.
 
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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE SPECIAL MEETING
The following are answers to certain questions that you may have regarding the Business Combination and the shareholder meeting. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to this proxy statement/prospectus.
Questions and Answers about the Business Combination
Q:
WHAT IS THE BUSINESS COMBINATION?
A:
On December 2, 2021, APSG entered into a Business Combination Agreement with GBT, pursuant to which, among other things and subject to the terms and conditions contained in the Business Combination Agreement, GBT will become a direct subsidiary of APSG, with APSG being renamed “Global Business Travel Group, Inc.” and conducting its business through GBT in an umbrella partnership-C corporation structure (which we refer to as an “Up-C structure”). Upon the Closing, the Continuing JerseyCo Owners will, in the aggregate, own a majority voting interest in PubCo and maintain a majority economic interest in GBT, and the existing shareholders of APSG will own a minority voting interest in PubCo and an indirect minority economic interest in the GBT business.
Pursuant to, and in accordance with the terms, and subject to the conditions, of the Business Combination Agreement, APSG will change its jurisdiction of incorporation from the Cayman Islands to the State of Delaware by effecting a deregistration under the Cayman Islands Companies Act (2021 Revision), as amended, and a domestication under Section 388 of the DGCL. Upon the effectiveness of the Domestication, (a) each issued and outstanding Acquiror Cayman Class A Ordinary Share will automatically convert into one share of Domesticated Acquiror Class A Common Stock; (b) each issued and outstanding Acquiror Cayman Class B Ordinary Share will automatically convert into one share of Domesticated Acquiror Class X Common Stock; (c) each issued and outstanding Acquiror Cayman Warrant will automatically convert into one Domesticated Acquiror Warrant; and (d) each issued and outstanding Acquiror Cayman Unit will separate automatically into one share of Domesticated Acquiror Class A Common Stock and one-third of one Domesticated Acquiror Warrant. In addition, pursuant to the Certificate of Incorporation of PubCo substantially in the form attached as Annex A, upon the Closing, each share of Domesticated Acquiror Class X Common Stock will automatically convert into one share of Domesticated Acquiror Class A Common Stock.
As a result of the foregoing conversions and in connection with the Closing, the Acquiror Cayman Shareholders will maintain their economic and voting rights in PubCo in the form of Domesticated Acquiror Class A Common Stock. The Continuing JerseyCo Owners, who currently hold GBT Ordinary Shares, GBT Preferred Shares and GBT Profit Shares, will receive voting rights in PubCo in the form of Domesticated Acquiror Class B Common Stock and will maintain their economic rights (but have only certain limited voting rights as described in the GBT Amended and Restated M&A) in GBT in the form of equity interests of GBT following the Closing designated as OpCo B Ordinary Shares and OpCo C Ordinary Shares. Pursuant to the Business Combination Agreement, at or prior to the Closing, each GBT Preferred Share will be redeemed and cancelled, and, in consideration therefor, the holders of GBT Preferred Shares will receive, at the option of GBT, in its sole discretion, (i) cash in accordance with the terms of GBT’s memorandum of association and articles of association as in effect immediately prior to the Closing or (ii) a number of GBT Voting Ordinary Shares equal to the amount of cash that such holders of GBT Preferred Shares would have received pursuant to clause (i) above divided by $10.00 or (iii) a combination of the consideration described in clause (i) and (ii). Further, each GBT Profit Share will be redeemed and cancelled, and, in consideration therefor, the holders of GBT Profit Shares will receive a number of GBT Voting Ordinary Shares equal to the number of GBT Voting Ordinary Shares that would be redeemed and cancelled in consideration for the issuance of OpCo B Ordinary Shares pursuant to the Business Combination Agreement in the amount required pursuant to and calculated in accordance with, the Existing Shareholders Agreement. Further, (a) any GBT MIP Shares will be redeemed and cancelled and, in consideration therefor, at the option of GBT (but subject to the prior written consent of APSG (not to be unreasonably withheld,
 
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conditioned or delayed)), the holders thereof will receive either (i) cash equal to the fair market value of such GBT MIP Shares (as determined by the GBT Board) or (ii) a number of shares of Domesticated Acquiror Class A Common Stock and OpCo C Ordinary Shares; and (b) each GBT MIP Option that is outstanding immediately prior to the Closing, whether vested or unvested, will be equitably converted based on a deemed $10.00 price per share of Domesticated Acquiror Class A Common Stock into an Acquiror Option in a manner determined by GBT in consultation with APSG and consistent with certain U.S. tax regulations.
In addition, in connection with the Closing, PubCo will acquire and hold all equity interests of GBT designated as OpCo A Ordinary Shares, which will have pro rata economic rights and all of the voting rights in GBT (subject to certain limited rights of the OpCo B Ordinary Shares described in the GBT Amended and Restated M&A), and one non-redeemable OpCo Z Ordinary Share, which will have no economic or voting rights in GBT, in exchange for a purchase price equal to the sum of (a) the amount of cash available in APSG’s trust account following the Special Meeting, after deducting the amount required to satisfy any redemptions by the Public Shareholders and the amount required to satisfy any unpaid transaction expenses, plus the amount of APSG’s cash on hand (outside of the trust account) immediately prior to the Closing, plus (b) the aggregate amount of the PIPE Investment, plus (c) the amount of cash actually drawn under any debt financing obtained by APSG (excluding any loans or other indebtedness or APSG transaction expenses repaid at or prior to the Closing in connection with the transactions contemplated by the Business Combination Agreement) prior to or at the Closing, plus (d) the Domesticated Acquiror Class B Common Stock Purchase Price.
The number of OpCo B Ordinary Shares (and corresponding shares of Domesticated Acquiror Class B Common Stock) and shares of Domesticated Acquiror Class A Common Stock (including those underlying the Acquiror Options) issued to the Continuing JerseyCo Owners and former holders of GBT MIP Shares and GBT MIP Options, as well as any Domesticated Acquiror Class A Common Stock issued upon the exercise of any Acquiror Options (as may be permitted by GBT or PubCo) or upon the exchange of any OpCo B Ordinary Shares pursuant to the Exchange Agreement, are subject to adjustment based on the finalization of the Egencia Post-Closing Equity Adjustment required under the Egencia Equity Contribution Agreement, if the final determination of the Egencia Closing Equity Adjustment has not occurred prior to the Closing; provided, that if GBT and Expedia agree to settle, and do in fact settle, any Egencia Post-Closing Equity Adjustment, in whole, for an amount in cash of $5 million or less, then no adjustments will be made.
Q:
WHY AM I RECEIVING THIS DOCUMENT?
A:
APSG is sending this proxy statement/prospectus to the APSG Shareholders to help them decide how to vote their Acquiror Cayman Shares with respect to the matters to be considered at the Special Meeting.
The Business Combination cannot be completed unless the APSG Shareholders approve the Domestication Proposal, the Amendment Proposal, the Business Combination Proposal, the Issuance Proposal, the Equity Incentive Plan Proposal and the ESPP Proposal set forth in this proxy statement/prospectus for their approval. Information about the Special Meeting, the Business Combination and the other business to be considered by shareholders at the Special Meeting is contained in this proxy statement/prospectus.
This document constitutes a proxy statement of APSG and a prospectus of APSG. It is a proxy statement because the APSG Board is soliciting proxies using this proxy statement/prospectus from the APSG Shareholders. It is a prospectus because APSG, in connection with the Business Combination, is offering shares of Domesticated Acquiror Class A Common Stock, shares of Domesticated Acquiror Class X Common Stock (which will automatically be converted into Domesticated Acquiror Class A Common Stock) and Domesticated Acquiror Warrants. See “Proposal No. 3 — The Business Combination Proposal — The Business Combination Agreement — Consideration to be Received in the Business Combination.
 
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Q:
WHAT WILL APSG SHAREHOLDERS OWN AS A RESULT OF THE BUSINESS COMBINATION?
A:
Following the completion of the Business Combination, subject to approval by the existing shareholders of APSG, the existing shareholders of APSG will own shares of Domesticated Acquiror Class A Common Stock and, if applicable, Domesticated Acquiror Warrants. For more information about what the existing shareholders of APSG will own following the Business Combination, see “Security Ownership of Certain Beneficial Owners and Management.”
Q:
WHAT WILL CONTINUING JERSEYCO OWNERS RECEIVE IN THE BUSINESS COMBINATION?
A:
Following completion of the Business Combination, subject to approval by the existing shareholders of APSG, each Continuing JerseyCo Owner will receive shares of Domesticated Acquiror Class B Common Stock, OpCo Class B Ordinary Shares, and OpCo C Ordinary Shares. For more information about what the Continuing JerseyCo Owners will own following the Business Combination, see “Security Ownership of Certain Beneficial Owners and Management.”
Q:
WHAT EQUITY STAKE WILL CURRENT APSG EQUITYHOLDERS AND GBT EQUITYHOLDERS HOLD IN PUBCO IMMEDIATELY AFTER THE CONSUMMATION OF THE BUSINESS COMBINATION?
A:
It is anticipated that, immediately upon completion of the Business Combination, the combined voting power of PubCo will be as shown below. See “Security Ownership of Certain Beneficial Owners and Management” for additional information.
Pro Forma Combined Share Ownership in Global Business Travel Group, Inc.
Assuming No Redemptions
Assuming Maximum Redemptions(1)
Shares
Percentage
Shares
Percentage
Continuing JerseyCo Owners(2):
Juweel
162,585,929 30.7% 162,585,929 36.2%
Amex HoldCo.
157,984,008 29.8% 157,984,008 35.2%
Expedia
73,843,190 13.9% 73,843,190 16.5%
Total
394,413,127 74.4% 394,413,127 87.9%
Public Shareholders(3)
81,681,000 15.4% 500,000 0.1%
PIPE Investors(4)
33,500,000 6.3% 33,500,000 7.5%
Sponsor and Insiders(5)
20,420,250 3.9% 20,420,250 4.5%
Total Shares of Domesticated Acquiror Common Stock(6)
530,014,377 100.0% 448,833,377 100.0%
(1)
Assumes that 81,181,000 Acquiror Cayman Class A Ordinary Shares are redeemed in connection with the Business Combination. In the event that Acquiror Cayman Class A Ordinary Shares are redeemed in connection with the Business Combination but the number of Acquiror Cayman Class A Ordinary Shares redeemed is less than 81,181,000, the ownership percentages set forth above will vary on approximately a proportional basis between the two scenarios.
(2)
Assumes that the GBT Preferred Shares will be redeemed and canceled, and, in consideration therefor, the holders of GBT Preferred Shares will receive cash (as determined in accordance with the Business Combination Agreement). Upon Closing, Continuing JerseyCo Owners will, in the aggregate, own 394,413,127 shares of Domesticated Acquiror Class B Common Stock and an equal amount of OpCo B Ordinary Shares. In addition, this assumes that holders of GBT Capital Stock and GBT Legacy MIP Options will, in the aggregate, receive an aggregate of 15 million OpCo C Ordinary Shares. For additional information, see “Proposal No. 3 — The Business Combination Proposal — The Business Combination Agreement — Earnout.”
 
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(3)
Excludes 27,227,000 shares of Domesticated Acquiror Class A Common Stock issuable upon the exercise of the 27,227,000 Domesticated Acquiror Warrants held by Public Shareholders.
(4)
Includes 2,000,000 PIPE Securities acquired by the Sponsor.
(5)
Excludes (i) 2,000,000 PIPE Securities acquired by the Sponsor and shown in note (4) above and (ii) 12,224,134 shares of Domesticated Acquiror Class A Common Stock issuable upon the exercise of the 12,224,134 Domesticated Acquiror Warrants held by the Sponsor. Of the 20,420,250 shares of Domesticated Acquiror Class A Common Stock reflected in the line item above, 6,713,932 will be subject to vesting restrictions pursuant to the Sponsor Side Letter.
(6)
In addition to the foregoing reflected in notes (1) through (5) above, excludes (i) 36,581,618 shares of Domesticated Acquiror Class A Common Stock that may be issued upon the exercise of 36,581,618 Acquiror Options to purchase Domesticated Acquiror Class A Common Stock that will be outstanding immediately following the Closing and (ii) 8,557 shares of Domesticated Acquiror Class A Common Stock received in connection with the conversion of currently existing Company MIP Shares. Assuming the Closing occurs on May 27, 2022, we expect approximately 23,218,146 Acquiror Options to be exercisable immediately after Closing (subject to any restrictions or limitations on exercise described in this proxy statement/registration statement) for 23,218,146 shares of Domesticated Acquiror Class A Common Stock.
Q:
WHEN WILL THE BUSINESS COMBINATION BE COMPLETED?
A:
The parties currently expect that the Business Combination will be completed in the first half of 2022. However, neither APSG nor GBT can assure you of when or if the Business Combination will be completed, and it is possible that factors outside of the control of the companies could result in the Business Combination being completed at a different time or not at all. See “Risk Factors — Risks Relating to the Business Combination and APSG — If the conditions to the Business Combination Agreement are not met, the Business Combination may not occur.” Before the Business Combination can be completed, APSG must obtain the approval of the APSG Shareholders for each of the Condition Precedent Proposals and APSG and GBT must obtain certain necessary regulatory approvals and satisfy certain other closing conditions. The outside date for consummation of the Business Combination is August 2, 2022. See “Proposal No. 3 — The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing of the Business Combination Agreement.”
Q:
WHAT HAPPENS IF THE BUSINESS COMBINATION IS NOT COMPLETED?
A:
If APSG does not complete the Business Combination for any reason, APSG would search for another target business with which to complete a business combination. If APSG does not complete the Business Combination or a business combination with another target business by October 6, 2022 (or by January 6, 2023 if APSG has executed a letter of intent, agreement in principle or definitive agreement for APSG’s initial business combination by October 6, 2022) (unless such date is extended in accordance with the Existing Organizational Documents), APSG must redeem 100% of the outstanding Acquiror Cayman Class A Ordinary Shares, at a per share price, payable in cash, equal to the amount then held in the Trust Account (less income taxes paid or payable, if any, and up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding Acquiror Cayman Class A Ordinary Shares. The Sponsor has no redemption rights in the event a business combination is not effected in the required time period and, accordingly, their Founder Shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to APSG’s outstanding warrants. Accordingly, such warrants will expire worthless.
Questions and Answers about the Special Meeting
Q:
WHAT AM I BEING ASKED TO VOTE ON AND WHY IS THIS APPROVAL NECESSARY?
A:
APSG Shareholders are being asked to vote on the following Shareholder Proposals:
1.
the Domestication Proposal;
2.
the Amendment Proposal;
 
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3.
the Unbundling Precatory Proposals;
4.
the Business Combination Proposal;
5.
the Issuance Proposal;
6.
the Equity Incentive Plan Proposal;
7.
the ESPP Proposal; and
9.
if put to the meeting, the Adjournment Proposal.
The Business Combination is conditioned upon the approval of the Domestication Proposal, the Amendment Proposal, the Issuance Proposal, the ESPP Proposal and the Equity Incentive Plan Proposal subject to the terms of the Business Combination Agreement. The Business Combination is not conditioned on the Unbundling Precatory Proposals or the Adjournment Proposal. If the Business Combination Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to the shareholders for a vote.
Notwithstanding the order in which the proposals are set out herein, the APSG Board may put the above proposals in such order as it may determine at the meeting.
Q:
WHY IS APSG PROPOSING THE BUSINESS COMBINATION?
A:
APSG was incorporated to effect a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities.
On October 6, 2020, APSG completed its IPO, generating gross proceeds of $750 million. On November 10, 2020, APSG consummated the closing of the over-allotment option and sale of additional units, generating additional gross proceeds to APSG of $66.8 million. Since APSG’s IPO, APSG’s activity has been limited to the evaluation of business combination candidates.
In the prospectus for the IPO, APSG identified certain criteria that APSG believed would be important in evaluating prospective target businesses, namely businesses that:

are leading companies that have exhibited positive top-line growth and/or are experiencing secular tailwinds;

have defensible and established business models, with sustainable competitive advantages and multiple avenues for growth;

can potentially benefit from having a public currency to accelerate growth trajectory;

can benefit from our management team and Apollo Global Management, Inc. and its affiliates’ operating expertise, industry network and financing experience;

are not reliant on financial leverage to generate returns;

are at the point in their lifecycle at which going public is a natural next step; and

will offer attractive risk-adjusted returns for the APSG Shareholders.
APSG believes that GBT satisfies these criteria.
GBT is the world’s leading B2B travel platform measured by 2019 TTV according to Travel Weekly (“2021 Power List,” June 2021, Travel Weekly). GBT provides a full suite of differentiated, technology-enabled solutions to business travelers and corporate clients, suppliers of travel content (such as airlines, hotels, ground transportation and aggregators) and third party travel agencies.
After considering the foregoing and the information set forth in “The Special Meeting — APSG Board’s Reasons for Approval of the Business Combination,” the APSG Board concluded that the potential benefits to APSG and the APSG Shareholders relating to the Business Combination outweighed the potentially negative factors relating to the Business Combination. Accordingly, the APSG Board determined that the Business Combination Agreement and the transactions contemplated thereby,
 
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including the Business Combination, were advisable, fair to, and in the best interests of APSG and the APSG Shareholders.
Q:
DID THE APSG BOARD OBTAIN A THIRD PARTY VALUATION OR FAIRNESS OPINION IN DETERMINING WHETHER OR NOT TO PROCEED WITH THE BUSINESS COMBINATION?
A:
Yes. Although APSG is not required to obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm that the transaction being contemplated is fair to APSG from a financial point of view unless APSG completes a business combination with an affiliated entity, the APSG Board received a fairness opinion, dated December 2, 2021, from Houlihan Lokey, as to the fairness, from a financial point of view, to APSG of the Aggregate Consideration to be issued and paid by APSG in the DeSPAC transaction pursuant to the Business Combination Agreement. This opinion is discussed in greater detail in the section entitled “The Special Meeting — The APSG Board’s Reasons for Approval of the Business Combination” and “Proposal No. 3 — The Business Combination Proposal — Opinion of the Financial Advisor to APSG.”
Q:
DO I HAVE REDEMPTION RIGHTS?
A:
If you are a holder of Acquiror Cayman Class A Ordinary Shares, you have the right to demand that APSG redeem such shares for a pro rata portion of the cash held in the Trust Account, which holds the proceeds of APSG’s IPO, calculated as of two business days prior to the consummation of the Business Combination including interest not previously released to APSG to pay its tax obligations, divided by the number of then issued and outstanding public shares, upon the closing of the Business Combination (such rights, “redemption rights”).
Notwithstanding the foregoing, a holder of Acquiror Cayman Class A Ordinary Shares, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” ​(as defined in Section 13 of the Exchange Act), will be restricted from seeking redemption with respect to more than 15% of the Acquiror Cayman Class A Ordinary Shares without APSG’s consent. Accordingly, all Acquiror Cayman Class A Ordinary Shares in excess of 15% held by a Public Shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group”, will not be redeemed as APSG does not expect to consent to such redemptions.
If passed, the Amendment Proposal would remove the requirement that APSG have at least $5,000,001 of net tangible assets after giving effect to the redemption of all such shares.
Q:
WILL HOW I VOTE AFFECT MY ABILITY TO EXERCISE REDEMPTION RIGHTS?
A:
No. You may exercise your redemption rights whether you vote your Acquiror Cayman Class A Ordinary Shares for or against, or whether you abstain from voting on, the Business Combination Proposal or any other Shareholder Proposal. As a result, the Business Combination Proposal can be approved by shareholders who will redeem their Acquiror Cayman Class A Ordinary Shares and no longer remain shareholders and the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are substantially reduced as a result of redemptions by Public Shareholders. Also, with fewer shares of Domesticated Acquiror Class A Common Stock and Public Shareholders, the trading market for Domesticated Acquiror Class A Common Stock may be less liquid than the market for Acquiror Cayman Class A Ordinary Shares prior to the Business Combination and PubCo may not be able to meet the listing standards of a national securities exchange. In addition, with fewer funds available from the Trust Account, the capital infusion from the Trust Account into PubCo’s businesses will be reduced.
Q:
HOW DO I EXERCISE MY REDEMPTION RIGHTS?
A:
If you are a holder of Acquiror Cayman Class A Ordinary Shares and wish to exercise your redemption rights, you must demand that APSG redeem your shares for cash no later than the second business day preceding the vote on the Business Combination Proposal by delivering your share certificates (if any) and other redemption forms to APSG’s Transfer Agent physically or electronically using Depository Trust Company’s DWAC (Deposit and Withdrawal at Custodian) system prior to the vote at the Special
 
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Meeting. Holders of units must elect to separate the underlying Acquiror Cayman Class A Ordinary Shares and public warrants prior to exercising redemption rights with respect to the Acquiror Cayman Class A Ordinary Shares. If holders hold their units in an account at a brokerage firm, bank, trust company or other nominee, holders must notify their nominee that they elect to separate the units into underlying Acquiror Cayman Class A Ordinary Shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental Transfer & Trust Company Trust, LLC, APSG’s Transfer Agent, directly and instruct them to do so. Any holder of Acquiror Cayman Class A Ordinary Shares will be entitled to demand that such holder’s shares be redeemed for a full pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was $817,678,426, or approximately $10.01 per Acquiror Cayman Class A Ordinary Share, as of March 31, 2022). Such amount, including interest earned on the funds held in the Trust Account and not previously released to APSG to pay its taxes, if any will be paid promptly upon consummation of the Business Combination. However, the proceeds deposited in the Trust Account could become subject to the claims of APSG’s creditors, if any, which could have priority over the claims of Public Shareholders, regardless of whether such Public Shareholders vote for or against the Business Combination Proposal. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any Shareholder Proposal will have no impact on the amount you will receive upon exercise of your redemption rights.
Any request for redemption made by a holder of Acquiror Cayman Class A Ordinary Shares may not be withdrawn once submitted to APSG unless the APSG Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part).
Any corrected or changed proxy card or written demand of redemption rights must be received by APSG’s Transfer Agent prior to the vote taken on the Business Combination Proposal at the Special Meeting. No demand for redemption will be honored unless the holder’s share certificates (if any) and other redemption forms have been delivered (either physically or electronically) to the Transfer Agent prior to the vote at the Special Meeting.
If a holder of Acquiror Cayman Class A Ordinary Shares properly makes a request for redemption and the certificates for the Acquiror Cayman Class A Ordinary Shares (if any) along with the redemption forms are delivered as described to APSG’s Transfer Agent as described herein, then, if the Business Combination is consummated, APSG will redeem these shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your Acquiror Cayman Class A Ordinary Shares for cash.
Q:
WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF EXERCISING MY REDEMPTION RIGHTS?
A:
We expect that a U.S. holder (as defined in “U.S. Federal Income Tax Considerations — U.S. Holders” below) that exercises its redemption rights to receive cash from the Trust Account in exchange for its public shares will generally be treated as selling such public shares resulting in the recognition of capital gain or capital loss. There may be certain circumstances, however, in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of common stock that a U.S. holder owns or is deemed to own (including through the ownership of warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “U.S. Federal Income Tax Considerations.
Additionally, because the Domestication will occur immediately prior to the redemption of U.S. holders that exercise redemption rights, U.S. holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the Code and the potential tax consequences of the rules applicable to a company treated as a PFIC, as a result of the Domestication. The tax consequences of exercising redemption rights are discussed more fully below under “U.S. Federal Income Tax Considerations — U.S. Holders — Effect to U.S. Holders of Acquiror Cayman Shares Exercising Redemption Rights.”
Q:
DO I HAVE APPRAISAL RIGHTS IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION AND THE PROPOSED DOMESTICATION?
 
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A:
No. APSG Shareholders do not have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.
Q:
WHY IS APSG PROPOSING THE DOMESTICATION?
A:
The APSG Board believes that there are significant advantages to PubCo that will arise as a result of APSG’s changing of its domicile to Delaware, including (i) the prominence, predictability and flexibility of Delaware law, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors, each of the foregoing as discussed in greater detail in the section entitled “The Domestication Proposal — Reasons for the Domestication.” The APSG Board believes that any direct benefit that Delaware law provides to a corporation also indirectly benefits shareholders, who are the owners of the corporation. Additionally, the Domestication is a condition to consummating the Business Combination.
To effect the Domestication, APSG will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which APSG will be domesticated and continue as a Delaware corporation, at which time APSG will change its name to “Global Business Travel Group, Inc.”
The approval of the Domestication Proposal is a condition to the closing of the transactions contemplated by the Business Combination Agreement. The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least 6623% of the ordinary shares (computed on the basis of the number of votes to which each such holder is entitled) who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Special Meeting. Pursuant to APSG’s Existing Organizational Documents, with respect to any vote or votes to continue the Company in a jurisdiction outside the Cayman Islands, holders of Acquiror Cayman Class B Ordinary Shares will have 10 votes for every Acquiror Cayman Class B Ordinary Share and holders of Acquiror Cayman Class A Ordinary Shares will have one vote for every Acquiror Cayman Class A Ordinary Share. Accordingly, the Acquiror Cayman Class B Ordinary Shares held by the Sponsor and APSG’s officers and directors represent approximately 71% of the aggregate voting power of the Acquiror Cayman Shares with respect to the Domestication Proposal.
Q:
HOW WILL THE DOMESTICATION AFFECT MY SECURITIES?
A:
On the effective date of the Domestication, (a) each outstanding Acquiror Cayman Class A Ordinary Share will automatically convert into one share of Domesticated Acquiror Class A Common Stock, (b) each outstanding Acquiror Cayman Class B Ordinary Share will automatically convert into one share of Domesticated Acquiror Class X Common Stock and (c) the outstanding warrants to purchase Acquiror Cayman Class A Ordinary Shares will automatically become exercisable for shares of Domesticated Acquiror Class A Common Stock. At a moment in time after the effectiveness of the Domestication and before the closing of the Business Combination, each outstanding unit of APSG (each of which consists of one Acquiror Cayman Class A Ordinary Share and one-third of one warrant to purchase one Acquiror Cayman Class A Ordinary Share) will be separated into its component Domesticated Acquiror Class A Common Stock and warrant. Such warrants will become exercisable into shares of Domesticated Acquiror Class A Common Stock 30 days following the completion of the Business Combination. In addition, under the Acquiror Delaware Certificate, each share of Domesticated Acquiror Class X Common Stock will automatically convert into one share of Domesticated Acquiror Class A Common Stock at the effective time of the Business Combination.
Q:
WHAT HAPPENS TO THE FUNDS DEPOSITED IN THE TRUST ACCOUNT AFTER CONSUMMATION OF THE BUSINESS COMBINATION?
A:
After consummation of the Business Combination, the funds in the Trust Account will be used to pay holders of the Acquiror Cayman Class A Ordinary Shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination (including aggregate fees of
 
25

 
approximately $28.6 million as deferred underwriting commissions related to APSG’s IPO) and, together with the proceeds of the PIPE Investment, to redeem the GBT Preferred Shares and pay for PubCo’s working capital and general corporate purposes.
Q:
WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DOMESTICATION?
A:
As discussed more fully under “U.S. Federal Income Tax Considerations” below, it is the opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP that the Domestication should qualify as a reorganization within the meaning of Section 368(a)(l)(F) of the Code. However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) of the Code to a statutory conversion of a corporation holding only investment-type assets such as APSG, this result is not entirely clear. Assuming that the Domestication so qualifies, U.S. holders (as defined in “U.S. Federal Income Tax Considerations — U.S. Holders” below) of Acquiror Cayman Shares will be subject to Section 367(b) of the Code and, as a result:

A U.S. holder of Acquiror Cayman Shares whose Acquiror Cayman Shares have a fair market value of less than $50,000 at the time of the Domestication should not recognize any gain or loss and generally should not be required to include any part of APSG’s earnings in income;

A U.S. holder of Acquiror Cayman Shares whose Acquiror Cayman Shares have a fair market value of $50,000 or more on the date of the Domestication, but who at the time of the Domestication owns (actually and constructively) less than 10% of the total combined voting power of all classes of Acquiror Cayman Shares entitled to vote and less than 10% of the total value of all classes of Acquiror Cayman Shares will generally recognize gain (but not loss) as a result of the Domestication. As an alternative to recognizing gain, such U.S. holders may file an election to include in income as a deemed dividend the “all earnings and profits amount” ​(as defined in the Treasury Regulations under Section 367 of the Code) attributable to its Acquiror Cayman Shares provided certain other requirements are satisfied; and

A U.S. holder of Acquiror Cayman Shares who at the time of the Domestication owns (actually and constructively) 10% or more of the total combined voting power of all classes of Acquiror Cayman Shares or 10% of the total value of all classes of APSG shares entitled to vote will generally be required to include in income as a deemed dividend the “all earnings and profits amount” ​(as defined in the Treasury Regulations under Section 367 of the Code) attributable to its Acquiror Cayman Shares. APSG does not expect that APSG’s cumulative earnings and profits will be material at the time of Domestication.
As discussed further under “U.S. Federal Income Tax Considerations” below, APSG believes that it is likely classified as a PFIC for U.S. federal income tax purposes. In the event that APSG is considered a PFIC then, notwithstanding the foregoing U.S. federal income tax consequences of the Domestication, proposed Treasury Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form, generally would require a U.S. holder to recognize gain as a result of the Domestication. Any such gain would be taxed as ordinary income and an interest charge would apply based on a complex set of rules. However, it is difficult to predict whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code will be adopted. Importantly, however, U.S. holders that make or have made certain elections discussed further under “U.S. Federal Income Tax Considerations — U.S. Holders — PFIC Considerations” with respect to their Acquiror Cayman Shares are generally not subject to the same gain recognition rules under the currently proposed Treasury Regulations under Section 1291(f) of the Code. For a more complete discussion of the potential application of the PFIC rules to U.S. holders as a result of the Domestication, see “U.S. Federal Income Tax Considerations — U.S. Holders — PFIC Considerations.
Each U.S. holder of Acquiror Cayman Shares or warrants is urged to consult its own tax advisor concerning the application of the PFIC rules, including the proposed Treasury Regulations, to the exchange of Acquiror Cayman Shares and warrants for common stock and warrants pursuant to the Domestication.
Additionally, the Domestication may cause non-U.S. holders (as defined in “U.S. Federal Income Tax Considerations — Non-U.S. Holders” below) to become subject to U.S. federal income withholding taxes on any dividends in respect of such non-U.S. holder’s common stock (or warrants) subsequent to the Domestication.
 
26

 
The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are strongly urged to consult their tax advisor for a full description and understanding of the tax consequences of the Domestication, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “U.S. Federal Income Tax Considerations.
Q:
HOW DOES THE SPONSOR INTEND TO VOTE ON THE SHAREHOLDER PROPOSALS?
A:
The Sponsor owns of record and is entitled to vote an aggregate of approximately 20% of the outstanding Acquiror Cayman Shares. The Sponsor has agreed to vote any Founder Shares and any Acquiror Cayman Class A Ordinary Shares held by it as of the Record Date in favor of the Business Combination Proposal.
Q:
WHAT CONSTITUTES A QUORUM AT THE SPECIAL MEETING?
A:
The holders of a majority of the voting power of the issued and outstanding Acquiror Cayman Shares entitled to vote at the Special Meeting must be present, in person or virtually or represented by proxy, at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The holders of the Founder Shares, who currently own approximately 20% of the issued and outstanding shares of Acquiror Cayman Shares, will count towards this quorum. In the absence of a quorum, the chairman of the Special Meeting has power to adjourn the Special Meeting. As of the Record Date for the Special Meeting, 51,050,626 Acquiror Cayman Shares would be required to achieve a quorum.
Q:
WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE SPECIAL MEETING?
A:
The Domestication Proposal:   The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least 6623% of the ordinary shares (computed on the basis of the number of votes to which each such holder is entitled as described below and under the Existing Organizational Documents) who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Domestication Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, the Domestication Proposal will have no effect, even if approved by the Public Shareholders. Pursuant to APSG’s Existing Organizational Documents, with respect to any vote or votes to continue the Company in a jurisdiction outside the Cayman Islands, holders of Acquiror Cayman Class B Ordinary Shares will have 10 votes for every Acquiror Cayman Class B Ordinary Share and holders of Acquiror Cayman Class A Ordinary Shares will have one vote for every Acquiror Cayman Class A Ordinary Share. Accordingly, the Acquiror Cayman Class B Ordinary Shares held by the Sponsor and APSG’s officers and directors represent approximately 71% of the aggregate voting power of the Acquiror Cayman Shares with respect to the Domestication Proposal.
The Amendment Proposal:   The approval of the Amendment Proposal requires a special resolution under Cayman Law, being the affirmative vote of the holders of at least 6623% of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Amendment Proposal is conditioned on the approval of the Domestication Proposal, and, therefore, also conditioned on approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal or the Domestication Proposal is not approved, the Amendment Proposal will have no effect, even if approved by the Public Shareholders.
The Business Combination Proposal:   The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. APSG Shareholders must approve the Business Combination Proposal in order for the Business Combination (and consequently, the transactions contemplated by the Business Combination Agreement, including any future exchanges under the Exchange Agreement) to occur. If APSG Shareholders fail to approve the Business Combination Proposal, the Business Combination will not occur.
 
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The Unbundling Precatory Proposals:   The approval of any of the Unbundling Precatory Proposals is not required by Cayman Islands law or Delaware law, but, pursuant to SEC guidance, APSG is submitting these provisions to the APSG Shareholders separately for approval. Each Unbundling Precatory Proposal will be considered approved if passed by an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. However, the shareholder votes regarding these proposals are advisory votes, and are not binding on APSG or the APSG Board. Furthermore, the Business Combination is not conditioned on the approval of the Unbundling Precatory Proposals.
The Issuance Proposal:   The approval of the Issuance Proposal for purposes of complying with the applicable listing rules of the NYSE requires an ordinary resolution, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Issuance Proposal is conditioned on the approval of the Amendment Proposal, and, therefore, also conditioned on approval of the Business Combination Proposal and the Domestication Proposal. Therefore, if any of the Business Combination Proposal, the Domestication Proposal or the Amendment Proposal is not approved, the Issuance Proposal will have no effect, even if approved by the Public Shareholders.
The Equity Incentive Plan Proposal:   The approval of the Equity Incentive Plan Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Equity Incentive Plan Proposal is conditioned on the approval of the Domestication Proposal, the Amendment Proposal, the Business Combination Proposal and the Issuance Proposal. Therefore, if any of those proposals is not approved, the Equity Incentive Plan Proposal will have no effect, even if approved by the Public Shareholders.
The ESPP Proposal:   The approval of the ESPP Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The ESPP Proposal is conditioned on the approval of the Equity Incentive Plan Proposal and, therefore, also conditioned on the approval of the Domestication Proposal, the Amendment Proposal, the Business Combination Proposal and the Issuance Proposal. Therefore, if any of those proposals is not approved, the ESPP Proposal will have no effect, even if approved by the Public Shareholders.
The Adjournment Proposal:   The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Adjournment Proposal is not conditioned upon any other Shareholder Proposal.
Q:
DO ANY OF APSG’S DIRECTORS OR OFFICERS HAVE INTERESTS IN THE BUSINESS COMBINATION THAT MAY DIFFER FROM OR BE IN ADDITION TO THE INTERESTS OF APSG SHAREHOLDERS?
A:
APSG’s executive officers and certain non-employee directors may have interests in the Business Combination that may be different from, or in addition to, the interests of the APSG Shareholders generally. The APSG Board, including APSG’s independent directors, with their outside counsel, was aware of, reviewed and considered these interests to the extent such interests existed at the time, among other matters, in approving the Business Combination Agreement and in recommending that the Business Combination Agreement and the transactions contemplated thereby be approved by the shareholders of APSG. See “Proposal No. 3 — The Business Combination Proposal — Interests of APSG’s Directors and Officers in the Business Combination.”
For additional information regarding pre-existing relationships between certain of the parties to the Business Combination Agreement and certain of their affiliates, see “Risk Factors — Risks Relating to the Business Combination and APSG —  The APSG Founders have potential conflicts of interest in recommending that the APSG Shareholders vote in favor of approval of the Business Combination and the other proposals described in this proxy statement/prospectus.
 
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Q:
WHAT DO I NEED TO DO NOW?
A:
After carefully reading and considering the information contained in this proxy statement/prospectus, please submit your proxies as soon as possible so that your shares will be represented at the Special Meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by your broker, bank or other nominee if your shares are held in the name of your broker, bank or other nominee.
Q:
HOW DO I VOTE?
A:
If you are a shareholder of record of APSG as of the Record Date, you may submit your proxy before the Special Meeting in any of the following ways, if available:

use the toll-free number shown on your proxy card;

visit the website shown on your proxy card to vote via the Internet; or

complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.
If you are a shareholder of record of APSG as of the Record Date, you may also cast your vote at the Special Meeting.
If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. “Street name” shareholders who wish to vote at the Special Meeting will need to obtain a legal proxy form from their broker, bank or other nominee.
Q:
WHEN AND WHERE IS THE SPECIAL MEETING?
A:
The Special Meeting will be held on May 25, 2022, at 9:00 a.m. Eastern Time. For the purposes of APSG’s Existing Organizational Documents, the physical place of the meeting will be at the offices of Walkers (190 Elgin Avenue, George Town, Grand Cayman KY1-9001, Cayman Islands). In light of the COVID-19 pandemic and to support the well-being of APSG’s shareholders, directors and officers, APSG encourages you to use remote methods of attending the Special Meeting or to attend via proxy. You may attend the Special Meeting and vote your shares electronically during the Special Meeting via live webcast by visiting https://www.cstproxy.com/apsg/2022. You will need the meeting control number that is printed on your proxy card to enter the Special Meeting. You may also attend the meeting telephonically by dialing (800) 450-7155 (within the U.S. and Canada) and (857) 999-9155 (outside the U.S. and Canada), conference ID: 3040979#. All APSG Shareholders as of the Record Date, or their duly appointed proxies, may attend the Special Meeting.
Q:
IF MY SHARES ARE HELD IN “STREET NAME” BY A BROKER, BANK OR OTHER NOMINEE, WILL MY BROKER, BANK OR OTHER NOMINEE VOTE MY SHARES FOR ME?
A:
If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to APSG or by voting at the Special Meeting unless you provide a “legal proxy”, which you must obtain from your broker, bank or other nominee. In addition to such legal proxy, if you plan to attend the Special Meeting, but are not a shareholder of record because you hold your shares in “street name”, please have evidence of your beneficial ownership of your shares (e.g., a copy of a recent brokerage statement showing the shares) and valid photo identification with you at the Special Meeting.
Under the rules of the NYSE, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that the NYSE determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all of the Shareholder Proposals are “non-routine” matters. Broker non-votes occur when a broker or nominee is not instructed by the
 
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beneficial owner of shares to vote on a particular Shareholder Proposal for which the broker does not have discretionary voting power.
If you are an APSG shareholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Domestication Proposal, the Amendment Proposal, the Unbundling Precatory Proposals, the Business Combination Proposal, the Issuance Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal or the Adjournment Proposal. Such abstentions and broker non-votes will have no effect on the vote count for any of the Shareholder Proposals.
Q:
WHAT IF I ATTEND THE SPECIAL MEETING AND ABSTAIN OR DO NOT VOTE?
A:
For purposes of the Special Meeting, an abstention occurs when a shareholder attends the meeting and does not vote or returns a proxy with an “abstain” vote.
If you are an APSG shareholder that attends the Special Meeting and fails to vote on the Domestication Proposal, the Amendment Proposal, the Unbundling Precatory Proposals, the Business Combination Proposal, the Issuance Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal or the Adjournment Proposal, or if you respond to such proposals with an “abstain” vote, your failure to vote or “abstain” vote in each case will have no effect on the vote count for such Shareholder Proposals.
Q:
WHAT WILL HAPPEN IF I RETURN MY PROXY CARD WITHOUT INDICATING HOW TO VOTE?
A:
If you sign and return your proxy card without indicating how to vote on any particular Shareholder Proposal, the APSG shares represented by your proxy will be voted as recommended by the APSG board of directors with respect to that Shareholder Proposal.
Q:
MAY I CHANGE MY VOTE AFTER I HAVE DELIVERED MY PROXY OR VOTING INSTRUCTION CARD?
A:
Yes. You may change your vote at any time before your proxy is voted at the Special Meeting. You may do this in one of three ways:

filing a notice with the Secretary of APSG;

properly submitting a new, subsequently dated proxy card; or

by attending the Special Meeting and electing to vote your shares.
If you are a shareholder of record of APSG and you choose to send a written notice or to mail a new proxy, you must submit your notice of revocation or your new proxy to APSG, 9 West 57th Street, 43rd Floor, New York, NY 10019 and it must be received at any time before the vote is taken at the Special Meeting. Any proxy that you submitted may also be revoked by submitting a new proxy by mail, or online or by telephone, not later than 5:00 p.m. New York City time on May 23, 2022, or by voting at the Special Meeting. Simply attending the Special Meeting will not revoke your proxy. If you have instructed a broker, bank or other nominee to vote your shares of Acquiror Cayman Shares, you must follow the directions you receive from your broker, bank or other nominee in order to change or revoke your vote.
Q:
WHAT HAPPENS IF I FAIL TO TAKE ANY ACTION WITH RESPECT TO THE SPECIAL MEETING?
A:
If you fail to take any action with respect to the Special Meeting and the Business Combination is approved by shareholders and consummated, you will continue to be a shareholder of PubCo. Failure to take any action with respect to the Special Meeting will not affect your ability to exercise your redemption rights. If you fail to take any action with respect to the Special Meeting and the Business Combination is not approved, you will continue to be a shareholder of APSG while APSG searches for another target business with which to complete a business combination.
 
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Q:
WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?
A:
Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered under more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.
Q:
WHOM SHOULD I CONTACT IF I HAVE ANY QUESTIONS ABOUT THE PROXY MATERIALS, VOTING OR THE BUSINESS COMBINATION?
A:
If you have any questions about the proxy materials, need assistance submitting your proxy or voting your shares or need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact Morrow Sodali, the proxy solicitation agent for APSG, as set forth below:
Morrow Sodali LLC
333 Ludlow Street
5th Floor, South Tower
Stamford, CT 06902
Shareholders may call toll free: (800) 662-5200
Banks and Brokers may call collect: (203) 658-9400
Email: APSG.info@investor.morrowsodali.com
If you are a holder of public shares and you intend to seek redemption of your shares, you will need to deliver your public shares (either physically or electronically) to Continental Stock Transfer & Trust Company, APSG’s Transfer Agent, at the address below prior to 5:00 p.m., Eastern Time, on May 23, 2022. If you have questions regarding the certification of your position or delivery of your stock, please contact:
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
E-mail: mzimkind@continentalstock.com
 
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SUMMARY
This summary highlights selected information included in this document and does not contain all of the information that may be important to you. You should read this entire document and its annexes and the other documents to which APSG and GBT refer before you decide how to vote with respect to the Shareholder Proposals. Each item in this summary includes a page reference directing you to a more complete description of that item.
Information About the Parties to the Business Combination (page 114)
Apollo Strategic Growth Capital
APSG is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. APSG has neither engaged in any operations nor generated any revenue to date. Based on current business activities, APSG is a “shell company” as defined under the Exchange Act because we have no operations and nominal assets consisting almost entirely of cash.
In October 2008, APSG was formed by Holdings and in August 2020, Holdings transferred its ownership in APSG to the Sponsor. As of March 1, 2022, the Sponsor owned 20,345,250 of the 20,420,250 Acquiror Cayman Class B Ordinary Shares outstanding.
On October 6, 2020, APSG consummated the IPO of 75,000,000 Acquiror Cayman Units and in connection therewith granted the underwriters an over-allotment option to purchase an additional 11,250,000 Over-Allotment Units. The Acquiror Cayman Units sold in the IPO were sold at an offering price of $10.00 per Acquiror Cayman Unit, generating total gross proceeds of $750 million. Each Acquiror Cayman Unit consists of one Acquiror Cayman Class A Ordinary Share, and one-third of an Acquiror Cayman Public Warrant. Each whole Acquiror Cayman Public Warrant entitles the holder thereof to purchase one Acquiror Cayman Class A Ordinary Share at a price of $11.50 per share, subject to certain adjustments.
Simultaneous with the consummation of the IPO, APSG consummated the private placement of an aggregate of 11,333,334 Acquiror Cayman Private Placement Warrants, each exercisable to purchase one Acquiror Cayman Class A Ordinary Share for $11.50 per share, to the Sponsor at a price of $1.50 per Acquiror Cayman Private Placement Warrant, generating total proceeds of $17 million. Of the gross proceeds received from the IPO and the Acquiror Cayman Private Placement Warrants, $750 million was placed in the Trust Account. Each whole Acquiror Cayman Private Placement Warrant entitles the holder thereof to purchase one Acquiror Cayman Class A Ordinary Share at a price of $11.50 per share, subject to certain adjustments.
On November 10, 2020, APSG consummated the sale of 6,681,000 Over-Allotment Units pursuant to the underwriters’ partial exercise of their over-allotment option. Such Over-Allotment Units were sold at $10.00 per unit, generating gross proceeds of $66,810,000. Substantially concurrently with the closing of the sale of 6,681,000 Over-Allotment Units, APSG consummated the private sale of an additional 890,800 Acquiror Cayman Private Placement Warrants at a purchase price of $1.50 per warrant to the Sponsor, generating gross proceeds of $1,336,200. Following the closing of the over-allotment option and sale of additional Acquiror Cayman Private Placement Warrants, a total of $816,810,000, including approximately $28,588,350 of underwriters’ deferred discount, was held in the Trust Account.
APSG’s executive offices are located at 9 West 57th Street, 43rd Floor, New York, NY 10019. APSG’s telephone number is (212) 515-3200. APSG’s corporate website address is https://apollostrategicgrowthcapital.com. APSG’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus. For additional information, see “Information about APSG.”
GBT JerseyCo Limited
GBT is the world’s leading platform serving travel for business purposes that is purchased and fulfilled through a company-sponsored and managed channel measured by 2019 total price paid by travelers for air, hotel, rail, car rental and cruise bookings, including taxes and other charges applied by suppliers at point of
 
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sale, less cancellations and refunds according to Travel Weekly (“2021 Power List,” June 2021, Travel Weekly). GBT provides a full suite of differentiated, technology-enabled solutions to business travelers and corporate clients, suppliers of travel content (such as airlines, hotels, ground transportation and aggregators) and third party travel agencies.
GBT is at the center of the global B2B travel ecosystem, managing the end-to-end logistics of corporate travel and providing an important link between businesses, their employees, travel suppliers and other industry participants. GBT services its clients in the following ways:

GBT’s travel management solutions (delivered through the portfolio of GBT’s brands, which include American Express Global Business Travel, Ovation, Lawyers Travel and Egencia) provide GBT’s clients with extensive access to flights, hotel rooms, car rentals and other travel services, including exclusive negotiated content, supported by a full suite of services that allows them to design and operate an efficient travel program and solve complex travel requirements.

GBT Partner Solutions extends GBT’s platform to third party travel management companies and independent advisors, offering them access to GBT’s differentiated content and technology. Through GBT Partner Solutions, GBT aggregates business travel demand serviced by its Network Partners at low incremental cost, which GBT believes enhances the economics of GBT’s platform, generates increased return on investment (“ROI”) and expands GBT’s geographic and segment footprint.

GBT’s proprietary capability to source, distribute and manage travel and travel-related content provides travel suppliers with efficient access to business travel clients serviced by GBT’s brands and Network Partners. GBT believes this access allows travel suppliers to benefit from premium demand (which GBT generally views as demand that is differentially valuable and profitable to suppliers) without incurring the costs associated with directly marketing to, and servicing, the complex needs of GBT’s corporate clients. GBT’s travel supplier relationships generate efficiencies and cost savings that can be passed on to its corporate clients.
As of February 2022, GBT served approximately 19,000 corporate clients and more than 250 Network Partners.
In June 2014, American Express established a joint venture comprising the GBT operations, the JV, with a predecessor of Juweel, which represents a group of institutional investors led by an affiliate of Certares. Following the formation of the JV in 2014, GBT has evolved from a leading TMC into a complete B2B travel platform, becoming one of the leading marketplaces in travel for corporate clients and travel suppliers according to Travel Weekly (“2021 Power List,” June 2021, Travel Weekly). Before June 2014, GBT’s operations were owned by American Express and primarily consisted of providing business travel solutions for corporate clients.
GBT’s principal executive office is located at 666 3rd Avenue, 4th Floor, New York, New York 10017. GBT’s telephone number is (212) 679-1600. For additional information, see “Business of GBT.”
Proposals to be Put to Acquiror Cayman Shareholders at the Special Meeting (page 116)
Proposal No. 1 — The Domestication Proposal — to consider and vote upon a proposal to approve the Domestication;
Proposal No. 2 — The Amendment Proposal — to consider and vote upon a proposal to approve by special resolution under Cayman Islands law, assuming the Business Combination Proposal and the Domestication Proposal are approved and adopted, the Acquiror Delaware Certificate, which, if approved, would take effect substantially concurrently with the Closing;
Proposal Nos. 2A through 2K — The Unbundling Precatory Proposals — to approve, on a non-binding advisory basis, certain governance provisions in the Acquiror Delaware Certificate, which are being presented separately in accordance with the SEC guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions, as eleven sub-proposals;
Proposal No. 2A — to increase the authorized share capital from 361,000,000 shares consisting of 300,000,000 Acquiror Class A Ordinary Shares, 60,000,000 Acquiror Class B Ordinary Shares, and
 
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1,000,000 undesignated preferred shares, par value $0.00005 per share, to authorized capital stock of shares, consisting of (i) 3,000,000,000 shares of Domesticated Acquiror Class A Common Stock, (ii) 3,000,000,000 shares of Domesticated Acquiror Class B Common Stock, (iii) 20,420,250 shares of Domesticated Acquiror Class X Common Stock, and (iv) 6,010,000,000 shares of Preferred Stock, (a) 3,000,000,000 shares of which will be designated as Class A-1 Preferred Stock pursuant to the Certificate of Designations for the Class A-1 Preferred Stock, (b) 3,000,000,000 shares of which will be designated as Class B-1 Preferred Stock pursuant to the Certificate of Designations for the Class B-1 Preferred Stock and (c) 10,000,000 shares of which will be undesignated Preferred Stock;
Proposal No. 2B — to provide that the Acquiror Delaware Certificate may be amended, altered or repealed by the affirmative vote of the holders of at least 6623% of all the then outstanding shares of stock entitled to vote, voting together as a single class in addition to any other vote required by the Acquiror Delaware Certificate or otherwise required by law;
Proposal No. 2C — to provide that (i) each holder of record of Domesticated Acquiror Class A Common Stock, Domesticated Acquiror Class B Common Stock and Domesticated Acquiror Class X Common Stock (solely prior to the automatic conversion thereof to shares of Domesticated Acquiror Class A Common Stock upon the Closing) will be entitled to vote on the election or removal of directors, voting together as a single class, (ii) any vacancy on the board of directors shall be filled by the affirmative vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director, or by the stockholders at a special meeting of the stockholders called by or at the direction of the board of directors for such purpose and (iii) any or all of the directors (other than the directors elected by the holders of any series of Preferred Stock, voting separately as a series or together with one or more other such series, as the case may be) may be removed only for cause and only upon the affirmative vote of the holders of at least 6623% in voting power of all the then outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class;
Proposal No. 2D — to elect not to be governed by Section 203 of the DGCL;
Proposal No. 2E — to provide that the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction, another state or federal court located within the State of Delaware, shall be the exclusive forum for certain actions and claims;
Proposal No. 2F — to provide that each holder of record of Domesticated Acquiror Class A Common Stock, Domesticated Acquiror Class B Common Stock and Domesticated Acquiror Class X Common Stock (solely prior to the automatic conversion thereof to shares of Domesticated Acquiror Class A Common Stock upon the Closing) be entitled to one vote per share on all matters which stockholders generally are entitled to vote;
Proposal No. 2G — to provide that subject to applicable law and the rights of any holders of outstanding Preferred Stock, (i) each holder of Domesticated Acquiror Class A Common Stock, Domesticated Acquiror Class X Common Stock (solely prior to the automatic conversion thereof to shares of Domesticated Acquiror Class A Common Stock upon the Closing) and Class A-1 Preferred Stock shall be entitled to receive, ratably with the other participating shares, such dividends and other distributions as may from time to time be declared by the PubCo Board, except that, in the event of any liquidation, dissolution or winding up of PubCo, holders of Class A-1 Preferred Stock shall be entitled to receive a distribution from the remaining assets of PubCo, before any payment shall be made to the holders of Domesticated Acquiror Common Stock by reason of their ownership thereof, in an amount per share of Class A-1 Preferred Stock equal to the greater of (a) the par value of Class A-1 Preferred Stock plus $0.0001 per share of Class A-1 Preferred Stock and (b) the distribution to “Participating Shares” contemplated by Section 5.3(c)(i) of the Certificate of Incorporation, (ii) holders of Domesticated Acquiror Class B Common Stock or Class B-1 Preferred Stock shall not be entitled to receive dividends or other distributions, except that, in the case of a liquidation, dissolution or winding up of PubCo, (a) holders of Domesticated Acquiror Class B Common Stock shall have the right to receive their ratable share of PubCo’s remaining assets, up to the par value of such shares of Domesticated Acquiror Class B Common Stock and (b) holders of Class B-1 Preferred Stock shall be entitled to receive a distribution from the remaining assets of PubCo, before any payment shall be made to the holders of Domesticated Acquiror Common Stock by reason of their ownership thereof, up to the par value of Class B-1 Preferred Stock plus $0.0001 per share of Class B-1 Preferred Stock, and
 
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(iii) dividends may be declared on any one class of common stock payable in additional shares of such class if and only if, substantially concurrently therewith, like dividends are declared on each other class of common stock payable in additional shares of such other class at the same rate per share; provided, however, that in the event that any such dividend or distribution results in the holders of Class A-1 Preferred Stock or Class B-1 Preferred Stock receiving voting securities, such holders shall receive, in lieu of such voting securities, non-voting securities that are otherwise entitled to the same rights, privileges and qualifications as such voting securities;
Proposal No. 2H — to eliminate various provisions in the Existing Organizational Documents applicable only to blank check companies, including the provisions requiring that APSG have net tangible assets of at least $5,000,001 immediately prior to, or upon such consummation of, a business combination;
Proposal No. 2I — to restrict holders of Domesticated Acquiror Class B Common Stock from transferring their shares of Domesticated Acquiror Class B Common Stock unless such holder also transfers an equal number of Opco B Ordinary Shares in accordance with the GBT Amended & Restated M&A;
Proposal No. 2J — to allow PubCo, subject to the terms of the Business Combination Agreement, the Acquiror Delaware Certificate and the Acquiror Delaware Bylaws, to take all such actions as are contemplated by the Business Combination Agreement to cause the issuance of its equity securities as called for by the Egencia Equity Contribution Agreement and in accordance with the Acquiror Delaware Certificate, including any issuances, redemptions and cancellations and/or adjustments for no consideration;
Proposal No. 2K — to require PubCo to issue, reserve for issuance, cancel and/or redeem certain of its equity securities in accordance with the terms of the Exchange Agreement;
Proposal No. 3 — The Business Combination Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law and adopt, assuming the Domestication Proposal and Amendment Proposal are approved, the Business Combination Agreement and the transactions contemplated thereby, including any future exchanges under the Exchange Agreement;
Proposal No. 4 — The Issuance Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law, assuming the Domestication Proposal, the Amendment Proposal and the Business Combination Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of the NYSE, the issuance of Domesticated Acquiror Class A Common Stock to the PIPE Investors pursuant to the PIPE Subscription Agreements;
Proposal No. 5 — The Equity Incentive Plan Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law, assuming the Domestication Proposal, the Amendment Proposal, the Business Combination Proposal and the Issuance Proposal are approved and adopted, the 2022 Plan;
Proposal No. 6 — The ESPP Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law, assuming the Domestication Proposal, the Amendment Proposal, the Business Combination Proposal, the Issuance Proposal and the Equity Incentive Plan Proposal are approved and adopted, the ESPP; and
Proposal No. 7 — The Adjournment Proposal — if put to the meeting, to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the proxies held at the time of the Special Meeting, any of the Condition Precedent Proposals would not be duly approved and adopted by the APSG Shareholders or we determine that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived.
Notwithstanding the order in which the proposals are set out herein, the APSG Board may put the above proposals in such order as it may determine at the meeting.
Combined Business Summary
In connection with the Closing:
 
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APSG will change its name to “Global Business Travel Group, Inc.”;

GBT will become a direct subsidiary of PubCo and PubCo will conduct its business through GBT in an Up-C structure;

As of immediately after the Closing, PubCo will own (i) all OpCo A Ordinary Shares and (ii) the only issued and outstanding OpCo Z Ordinary Share;

The Continuing JerseyCo Owners, who will continue to hold the OpCo B Ordinary Shares, will receive voting shares in PubCo with only nominal economic entitlements and maintain their existing economic rights in GBT;

The holders of Domesticated Acquiror Class A Common Stock will have economic and voting rights in PubCo; and

The holders of GBT Ordinary Shares, GBT MIP Shares granted pursuant to the GBT MIP and GBT Legacy MIP Options granted under the GBT MIP will have certain rights upon achievement of the earnout as set forth in the Business Combination Agreement.
Simplified Pre-Business Combination Structure of GBT
The following simplified diagram illustrates the relative ownership of voting power and economic interests in GBT immediately prior to giving effect to the transactions contemplated by the Business Combination Agreement:
[MISSING IMAGE: tm2135372d3_fc-businesbw.jpg]
(1)
Juweel owns 18,000,000 GBT Ordinary Shares, 750,000 GBT Preferred Shares and 800,000 GBT Profit Shares.
(2)
Amex HoldCo. owns 18,000,000 GBT Ordinary Shares and 750,000 GBT Preferred Shares.
(3)
Expedia owns 8,413,972 GBT Non-Voting Ordinary Shares. Prior to the Closing, and as contemplated by the Egencia Acquisition, Expedia will become a direct equityholder in GBT.
(4)
The above diagram does not reflect ownership of GBT Preferred Shares, GBT Profit Shares, GBT MIP Options and GBT MIP Shares.
 
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Simplified Post-Business Combination PubCo Structure
The simplified diagram below depicts our organizational structure immediately following the Business Combination. The percentages shown reflect the voting power in PubCo and economic interests in PubCo and GBT on a combined basis, in each case assuming no redemptions (or assuming maximum redemptions). See the footnotes to the Pro Forma Combined Share Ownership in Global Business Travel Group, Inc. table below for the additional assumptions used in calculating such percentages.
[MISSING IMAGE: tm2135372d13-fc_structbw.jpg]
It is anticipated that, immediately upon completion of the Business Combination, the combined voting power of PubCo and combined economic interests in PubCo and GBT will be as shown below. See “Security Ownership of Certain Beneficial Owners and Management” for additional information.
 
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Pro Forma Combined Share Ownership in Global Business Travel Group, Inc.
Assuming No Redemptions
Assuming Maximum
Redemptions(1)
Shares
Percentage
Shares
Percentage
Continuing JerseyCo Owners(2):
Juweel
162,585,929 30.7% 162,585,929 36.2%
Amex HoldCo.
157,984,008 29.8% 157,984,008 35.2%
Expedia
73,843,190 13.9% 73,843,190 16.5%
Total
394,413,127 74.4% 394,413,127 87.9%
Public Shareholders(3)
81,681,000 15.4% 500,000 0.1%
PIPE Investors(4)
33,500,000 6.3% 33,500,000 7.5%
Sponsor and Insiders(5)
20,420,250 3.9% 20,420,250 4.5%
Total Shares of Domesticated Acquiror Common Stock(6)
530,014,377 100.0% 448,833,377 100.0%
(1)
Assumes that 81,181,000 Acquiror Cayman Class A Ordinary Shares are redeemed in connection with the Business Combination. In the event that Acquiror Cayman Class A Ordinary Shares are redeemed in connection with the Business Combination but the number of Acquiror Cayman Class A Ordinary Shares redeemed is less than 81,181,000, the ownership percentages set forth above will vary on approximately a proportional basis between the two scenarios.
(2)
Assumes that the GBT Preferred Shares will be redeemed and canceled, and, in consideration therefor, the holders of GBT Preferred Shares will receive cash (as determined in accordance with the Business Combination Agreement). Upon Closing, Continuing JerseyCo Owners will, in the aggregate, own 394,413,127 shares of Domesticated Acquiror Class B Common Stock and an equal amount of OpCo B Ordinary Shares. In addition, this assumes that holders of GBT Capital Stock and GBT Legacy MIP Options will, in the aggregate, receive an aggregate of 15 million OpCo C Ordinary Shares. For additional information, see “Proposal No. 3 — The Business Combination Proposal — The Business Combination Agreement — Earnout.”
(3)
Excludes 27,227,000 shares of Domesticated Acquiror Class A Common Stock issuable upon the exercise of the 27,227,000 Domesticated Acquiror Warrants held by Public Shareholders.
(4)
Includes 2,000,000 PIPE Securities acquired by the Sponsor.
(5)
Excludes (i) 2,000,000 PIPE Securities acquired by the Sponsor and shown in note (4) above and (ii) 12,224,134 shares of Domesticated Acquiror Class A Common Stock issuable upon the exercise of the 12,224,134 Domesticated Acquiror Warrants held by the Sponsor. Of the 20,420,250 shares of Domesticated Acquiror Class A Common Stock reflected in the line item above, 6,713,932 will be subject to vesting restrictions pursuant to the Sponsor Side Letter.
(6)
In addition to the foregoing reflected in notes (1) through (5) above, excludes (i) 36,581,618 shares of Domesticated Acquiror Class A Common Stock that may be issued upon the exercise of 36,581,618 Acquiror Options to purchase Domesticated Acquiror Class A Common Stock that will be outstanding immediately following the Closing and (ii) 8,557 shares of Domesticated Acquiror Class A Common Stock received in connection with the conversion of currently existing Company MIP Shares. Assuming the Closing occurs on May 27, 2022, we expect approximately 23,218,146 Acquiror Options to be exercisable immediately after Closing (subject to any restrictions or limitations on exercise described in this proxy statement/registration statement) for 23,218,146 shares of Domesticated Acquiror Class A Common Stock.
Immediately after the Domestication, PubCo’s common stock will consist of three classes: (i) Domesticated Acquiror Class A Common Stock, (ii) Domesticated Acquiror Class B Common Stock, and (iii) Domesticated Acquiror Class X Common Stock. Immediately after the Business Combination, the Domesticated Acquiror Class X Common Stock will automatically convert into Domesticated Acquiror
 
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Class A Common Stock and, following such conversion, the reissuance of shares of Domesticated Acquiror Class X Common Stock will be prohibited, and such shares will be retired and cancelled. Holders of Domesticated Acquiror Class A Common Stock are entitled to economic rights by way of dividends and distributions, subject to the discretion of PubCo Board. Holders of Domesticated Acquiror Class B Common Stock will have nominal economic rights at PubCo (limited to the right to receive par value in the event of a liquidation, dissolution or winding up of PubCo). Each holder of Domesticated Acquiror Common Stock will be entitled to one vote per share on matters on which stockholders generally are entitled to vote.
The Continuing JerseyCo Owners (or certain permitted transferees thereof) have the right, on the terms and subject to the conditions of the Exchange Agreement, to exchange their OpCo B Ordinary Shares (with automatic surrender for cancellation of an equal number of shares of Domesticated Acquiror Class B Stock) for shares of Domesticated Acquiror Class A Stock on a one-for-one basis, subject to customary adjustments for stock splits, dividends, reclassifications and other similar transactions or, in certain limited circumstances, at the option of the Exchange Committee, for cash (based on the VWAP of the shares of Domesticated Acquiror Class A Common Stock for the five trading day period ending on the trading day immediately preceding the applicable exchange date).
The PIPE Investment (page 170)
In connection the Business Combination Agreement, APSG entered into PIPE Subscription Agreements with the PIPE Investors, including the Sponsor, substantially in the form attached to this proxy statement/prospectus as Annex N, pursuant to which, among other things, the PIPE Investors agreed to purchase an aggregate of 33.5 million shares of PIPE Securities immediately prior to or substantially concurrently with the Closing at a cash purchase price of $10.00 per share, resulting in aggregate proceeds of $335 million. Of the 33.5 million shares of PIPE Securities to be issued pursuant to the PIPE Subscription Agreements, the Sponsor has agreed to purchase 2.0 million shares of PIPE Securities on the same terms and conditions of the other PIPE Investors at a price of $10.00 per share. The PIPE Subscription Agreements contain customary representations, warranties, covenants and agreements of APSG and the PIPE Investors and are subject to customary closing conditions and termination rights (including a termination right if the transactions contemplated by the PIPE Subscription Agreements have not been consummated within 10 months after the date thereof, other than as a result of breach by the terminating party). The PIPE Investments are expected to close immediately prior to the Closing. For additional information, see “Proposal No. 3 — The Business Combination Proposal — Related Agreements — PIPE Subscription Agreements.”
Consideration to be Received in the Business Combination (page 148)
The aggregate value of the consideration (prior to giving effect to the potential value of the OpCo C Ordinary Shares) to be paid to the holders of GBT Capital Stock and GBT MIP Options in the Business Combination will equal a number of equity interests in PubCo based on a $10.00 price per share with an aggregate value of (i) $4,027,000,000 plus (ii) the lesser of (x) $164,000,000 and (y) the aggregate amount of cash that would be payable by GBT if GBT elected to redeem and cancel all of the GBT Preferred Shares for cash minus (iii) the aggregate amount of cash actually elected to be paid by GBT upon the redemption and cancellation of GBT Preferred Shares (the “Pre-Money Equity Value”). For the avoidance of doubt, if the amount in clause (iii) is greater than the amount in clause (ii), then the aggregate value of the consideration will be an amount less than the amount in clause (i).
After the consummation of the Business Combination, PubCo and GBT will be organized in an Up-C structure, with GBT as the operating company and subsidiary of PubCo. PubCo will own all of the issued and outstanding voting equity in GBT in the form of OpCo A Ordinary Shares. While PubCo does not intend to do so, PubCo will have the right to sell, transfer or otherwise dispose of some or all of the OpCo A Ordinary Shares, subject to applicable law, including the fiduciary duties of PubCo directors under Delaware law and Section 271 of the DGCL, which requires the approval of holders of a majority of the outstanding stock of PubCo entitled to vote thereon in order for PubCo to sell, lease or exchange all or substantially all of its property and assets. PubCo will also be the sole owner of the OpCo Z Ordinary Share.
In accordance with the terms and subject to the conditions of the Business Combination Agreement:
 
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APSG will pay the Acquiror Share Redemption Amount to holders of Acquiror Cayman Class A Ordinary Shares who validly exercise the Acquiror Share Redemption. The redemption amount, per share, calculated as of two business days prior to the consummation of the Business Combination, including interest not previously released to APSG to pay its tax obligations, divided by the number of then issued and outstanding public shares (as determined in accordance with APSG’s Existing Organizational Documents substantially in the form attached to this proxy statement/prospectus as Annex Q).

GBT will, pursuant to the Domesticated Acquiror Class B Common Stock Subscription Agreement, substantially in the form attached to this proxy statement/prospectus Annex K, pay the Company an amount equal to the product of (i) $0.0001 per share and (ii) the aggregate number of shares of Domesticated Acquiror Class B Common Stock to be subscribed for by GBT at the Closing.

GBT will, pursuant to the Acquiror Subscribed Ordinary Shares Subscription Agreement, substantially in the form attached to this proxy statement/prospectus Annex L, issue and sell to the Company, and the Company will subscribe for and purchase from GBT, a number of OpCo A Ordinary Shares and the OpCo Z Ordinary Share in exchange for the Acquiror Subscribed Ordinary Shares Purchase Price.

The holders of GBT Capital Stock and GBT Legacy MIP Options will also have rights to potential additional equity by way of earnout shares upon certain triggering events. Up to an aggregate of 15 million OpCo C Ordinary Shares may be earned upon achievement of certain triggering events and will be issued by GBT to holders of GBT Capital Stock and GBT Legacy MIP Options in accordance with the Business Combination Agreement. Upon the achievement of such triggering events, PubCo will also be required to issue equity to such holders as described below.
Earnout (page 150)
In connection with the Closing, 15 million “earnout” shares will be issued to the holders of GBT Capital Stock and GBT Legacy MIP Options. Each earnout share will be in the form of an OpCo C Ordinary Share. The earnout shares are subject to earnout achievement milestones based on the dollar VWAP of the Domesticated Acquiror Class A Common Stock after the consummation of the Business Combination. For additional information, see “Proposal No. 3 — The Business Combination Proposal — The Business Combination Agreement — Earnout.”
APSG Special Meeting (page 116)
Date Time and Place of the Special Meeting
The Special Meeting will be held at 9:00 a.m., Eastern Time, on May 25, 2022. For the purposes of APSG’s Existing Organizational Documents, the physical place of the meeting will be at the offices of Walkers (190 Elgin Avenue, George Town, Grand Cayman KY1-9001, Cayman Islands). In light of the COVID-19 pandemic and to support the well-being of APSG’s shareholders, directors and officers, APSG encourages you to use remote methods of attending the Special Meeting or to attend via proxy. You may attend the Special Meeting and vote your shares electronically during the Special Meeting via live webcast by visiting https://www.cstproxy.com/ apsg/2022. You will need the meeting control number that is printed on your proxy card to enter the Special Meeting. You may also attend the meeting telephonically by dialing (800) 450-7155 (within the U.S. and Canada) and (857) 999-9155 (outside the U.S. and Canada), conference ID: 3040979#. At the Special Meeting, the APSG Shareholders will be asked to approve the Domestication Proposal, the Amendment Proposal, the Unbundling Precatory Proposals, the Business Combination Proposal, the Issuance Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal (if necessary).
Voting Power; Record Date; Quorum
The APSG board of directors has fixed the close of business on March 1, 2022 as the Record Date for determining the holders of Acquiror Cayman Shares entitled to receive notice of and to vote at the Special Meeting. As of the Record Date, there were 81,681,000 Acquiror Cayman Class A Ordinary Shares and
 
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20,420,250 Acquiror Cayman Class B Ordinary Shares outstanding and entitled to vote at the Special Meeting. Each APSG ordinary share entitles the holder to one vote at the Special Meeting on each proposal to be considered at the Special Meeting, except for the Domestication Proposal. With respect to the Domestication Proposal only, APSG’s Existing Organizational Documents provide that holders of Acquiror Cayman Class B Ordinary Shares will have 10 votes for every Acquiror Cayman Class B Ordinary Share and holders of Acquiror Cayman Class A Ordinary Shares will have one vote for every Acquiror Cayman Class A Ordinary Share. As of the Record Date, the Sponsor and APSG’s directors and officers and their affiliates owned and were entitled to vote 20,420,250 Acquiror Cayman Class B Ordinary Shares, representing approximately 20% of the Acquiror Cayman Shares outstanding on that date (but representing approximately 71% of the aggregate voting power of the Acquiror Cayman Shares with respect to the Domestication Proposal). APSG currently expects that the Sponsor and its directors and officers will vote their shares in favor of the Shareholder Proposals and, pursuant to the Sponsor Support Agreement, the Sponsor and the other Insiders have agreed to do so. As of the Record Date, GBT did not beneficially hold any Acquiror Cayman Shares.
A majority of the voting power of the issued and outstanding Acquiror Cayman Shares entitled to vote at the Special Meeting must be present, in person or virtually or represented by proxy, at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting.
Vote of Acquiror Cayman Shareholders
Approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. Approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least 6623% of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The approval of the Amendment Proposal requires a special resolution under Cayman Law, being the affirmative vote of the holders of at least 6623% of the ordinary shares (computed on the basis of the number of votes to which each such holder is entitled) who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The approval of each of the Unbundling Precatory Proposals requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. Approval of the Issuance Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal (if necessary) each requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.
The Business Combination is conditioned upon the approval of all of the Condition Precedent Proposals. The Business Combination is not conditioned on the Unbundling Precatory Proposals and the Adjournment Proposal. If the Business Combination Proposal is not approved, the other Shareholder Proposals (except the Adjournment Proposal) will not be presented to the shareholders for a vote.
Recommendation of the APSG Board (page 118)
The APSG Board has unanimously determined that the Business Combination Proposal is in the best interests of APSG and the APSG Shareholders, has unanimously approved the Business Combination Proposal, and unanimously recommends that shareholders vote “FOR” the Domestication Proposal, “FOR” the Amendment Proposal, “FOR” the Unbundling Precatory Proposals, “FOR” the Business Combination Proposal, “FOR” the Issuance Proposal, “FOR” the ESPP Proposal, “FOR” the Equity Incentive Plan Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the Special Meeting.
The APSG Board’s Reasons for Approval of the Business Combination (page 193)
On December 2, 2021, the APSG Board unanimously (i) approved the signing of the Business Combination Agreement and the transactions contemplated thereby and (ii) directed that the Business Combination Agreement, the transactions contemplated thereby and the other Shareholder Proposals be submitted to the APSG Shareholders for approval and adoption, and recommended that the APSG Shareholders approve and adopt the Business Combination Agreement, the transactions contemplated
 
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thereby and such other Shareholder Proposals. In the prospectus for the IPO, APSG identified certain criteria that APSG believed would be important in evaluating prospective target businesses, including, among other things, businesses that are leading companies that have exhibited positive top-line growth and/or are experiencing secular tailwinds, have defensible and established business models, with sustainable competitive advantages and multiple avenues for growth, and will offer attractive risk-adjusted returns for the APSG Shareholders. The APSG Board believes that GBT satisfies these criteria. The APSG Board also gave consideration to certain risks related to the Business Combination, including, without limitation, those which are described in this proxy statement/prospectus under the caption “Risk Factors.” In light of the complexity of the factors considered in connection with its evaluation of the Business Combination, the APSG Board considered these factors as a whole, and did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. In addition, individual members of the APSG Board may have given different weight to different factors. For more information, see “Proposal No. 3 — The Business Combination Proposal — The APSG Board’s Reasons for Approval of the Business Combination.”
Related Agreements (page 170)
This subsection describes certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement, but does not purport to describe all of the terms of each agreement. Each of the following summaries are qualified its entirety by reference to the complete text of the applicable document. You are urged to read carefully each of the below agreements in their entirety.
For additional information, see “Proposal No. 3 — The Business Combination Proposal — Related Agreements.”
PIPE Subscription Agreements
In connection with the Business Combination Agreement, APSG entered into the PIPE Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors agreed to, among other things, purchase, in the aggregate, 33.5 million shares of PIPE Securities at $10.00 per share for an aggregate commitment amount of $335 million. Of the 33.5 million shares of PIPE Securities to be issued pursuant to the PIPE Subscription Agreements, the Sponsor has agreed to purchase 2.0 million shares of PIPE Securities on the same terms and conditions of the other PIPE Investors at a price of $10.00 per share. For additional information, see “Proposal No. 3 — The Business Combination Proposal — Related Agreements — PIPE Subscription Agreement.”
Other Subscription and Distribution Agreements
In connection with the Business Combination, APSG and GBT will enter into the Domesticated Acquiror Class B Common Stock Subscription Agreement and the Acquiror Subscribed Ordinary Shares Subscription Agreement.
Pursuant to the Domesticated Acquiror Class B Common Stock Subscription Agreement, the Company will issue and sell to GBT, and GBT will subscribe for and purchase from the Company, a number of shares of Domesticated Acquiror Class B Common Stock in exchange for the Domesticated Acquiror Class B Common Stock Purchase Price. GBT will then transfer the Domesticated Acquiror Class B Common Stock to former holders of GBT Ordinary Shares. For additional information, see “Proposal No. 3 — The Business Combination Proposal — Related Agreements — Other Subscription Agreements.”
Pursuant to the Acquiror Subscribed Ordinary Shares Subscription Agreement, GBT will issue and sell to the Company, and the Company will subscribe for and purchase from GBT, a number of shares of OpCo A Ordinary Shares and the Opco Z Ordinary Share in exchange for a purchase price described in “Proposal No. 3 — The Business Combination Proposal — Related Agreements — Other Subscription Agreements.”
In addition, GBT and the Continuing JerseyCo Owners will enter into the Acquiror Class B Common Stock Distribution Agreement. Pursuant to the Acquiror Class B Common Stock Distribution Agreement, following the GBT Subscription, GBT will distribute to the Continuing JerseyCo Owners, and each Continuing JerseyCo Owner will accept from GBT, the shares of Domesticated Acquiror Class B Common
 
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Stock that GBT acquired in connection with the Domesticated Acquiror Class B Common Stock Subscription Agreement, in partial consideration for the redemption and cancellation of the GBT Ordinary Shares held by the Continuing JerseyCo Owners. For additional information, see “Proposal No. 3 — The Business Combination Proposal — Related Agreements — Other Subscription Agreements.”
Sponsor Support Agreement
In connection with the Business Combination Agreement, the Sponsor, the Insiders and GBT entered into the Sponsor Support Agreement, a copy of which is attached to this proxy statement/prospectus as Annex O. Pursuant to the Sponsor Support Agreement, the Sponsor and the Insiders agreed to, among other things, vote or cause to be voted, all of the Acquiror Cayman Class A Ordinary Shares and Acquiror Cayman Class B Ordinary Shares beneficially owned by the Sponsor or the Insiders, at the Special Meeting: (1) in favor of all the Shareholder Proposals, (2) against any competing transaction, (3) against any change in the business, management or board of directors of APSG that would reasonably be expected to adversely affect the ability of APSG to consummate the Business Combination or is otherwise inconsistent with any obligation of APSG under the Business Combination Agreement, and (4) against any other proposal, agreement or action that would reasonably be expected to (A) impede, frustrate, prevent or nullify, or materially delay or materially impair the ability of APSG to perform its obligations under, any provision of the Business Combination Agreement or the transaction documents, (B) result in any of the conditions to Closing not being satisfied or (C) result in a breach of any covenant, representation or warranty or other obligation or agreement of APSG under the Business Combination Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor or the Insiders contained in the Sponsor Support Agreement. For additional information, see “Proposal No. 3 — The Business Combination Proposal — Related Agreements — Sponsor Support Agreement.”
Sponsor Side Letter
In connection with the Business Combination Agreement, the Sponsor, the Insiders, APSG and GBT entered into the Sponsor Side Letter, a copy of which is attached to this proxy statement/prospectus as Annex P, which will, among other things, contain certain restrictions on the transfer by the Sponsor and the Insiders with respect to the Domesticated Acquiror Class A Common Stock issued to each of them at the Closing. The Sponsor and the Insiders will not be permitted to transfer their Domesticated Acquiror Class A Common Stock, subject to certain permitted exceptions, until the earlier to occur of (a) one year following the Closing and (b) the date which the VWAP of Domesticated Acquiror Class A Common Stock exceeds $12.00 per share for any 20 trading days within a period of 30 consecutive trading days.
Pursuant to the Sponsor Side Letter, 13,631,318 of the shares of Domesticated Acquiror Class A Common Stock issued to Sponsor at the Closing will immediately vest without restrictions and 6,713,932 of the Sponsor Shares will be deemed unvested subject to certain triggering events to occur within the Sponsor Side Letter Vesting Period. If, within the Sponsor Side Letter Vesting Period, the VWAP of Domesticated Acquiror Class A Common Stock is greater than or equal to $12.50 for any 20 trading days within a period of 30 consecutive trading days, 3,356,966 of the unvested Sponsor Shares will vest. If, within the Sponsor Side Letter Vesting Period, the VWAP of Domesticated Acquiror Class A Common Stock is greater than or equal to $15.00 for any 20 trading days within a period of 30 consecutive trading days the remaining 3,356,966 of the unvested Sponsor Shares will vest. To the extent that either of the aforementioned triggering events do not occur within the Sponsor Side Letter Vesting Period, such Sponsor Shares will be forfeited to and terminated by PubCo. For the avoidance of doubt, any Domesticated Acquiror Class A Common Stock purchased by the Sponsor in connection with the PIPE Investment will not be subject to the vesting or transfer restrictions described above. For additional information, see “Proposal No. 3 — The Business Combination Proposal — Related Agreements — Sponsor Side Letter.”
GBT Holders Support Agreement
In connection with the Business Combination Agreement, on December 2, 2021, the Continuing JerseyCo Owners and GBT entered into the Company Holders Support Agreement, a copy of which is attached to this proxy statement/prospectus as Annex S, pursuant to which each of the Continuing JerseyCo Owners agreed to, among other things, during the pre-Closing period, execute, deliver or otherwise grant
 
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any action by written consent, special resolution or other approval, or vote or cause to be voted at any meeting of shareholders of GBT: (i) in favor of any such consent, resolution or other approval, as may be required under the organizational documents of GBT or applicable law or otherwise sought with respect to the Business Combination Agreement or the Business Combination and (ii) against any competing transaction and any other proposal, agreement or action that would reasonably be expected to (a) prevent or nullify, or materially delay or materially impair the ability of GBT to perform its obligations under, any provision of the Business Combination Agreement or the transaction documents, (b) result in any of the conditions to Closing not being satisfied or (c) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Continuing JerseyCo Owners contained in the Company Holders Support Agreement. Each of the Continuing JerseyCo Owners also agreed not to sell any of its GBT Capital Stock (other than to certain permitted transferees) during the pre-Closing period. Additionally, each Continuing JerseyCo Owner has agreed not to transfer, until the UW Lock-Up Release Date, any equity securities of PubCo or GBT (subject to certain permitted exceptions); provided, that if the final determination of the Egencia Post-Closing Equity Adjustment has not occurred prior to the expiration of the UW Lock-Up Release Date, then each Continuing JerseyCo Owner agrees to retain and not transfer at least 5% of each class of securities of each of PubCo and GBT (subject to certain permitted exceptions) that it receives in connection with the Closing until the completion of the implementation of the adjustments set forth in the Business Combination Agreement in connection with the Egencia Post-Closing Equity Adjustment. Amex HoldCo. has agreed to use, and to cause its affiliates to use, reasonable best efforts to enter into definitive agreements with GBT in respect of certain commercial arrangements. For additional information, see “Proposal No. 3 — The Business Combination Proposal — Related Agreements — GBT Holders Support Agreement.”
Registration Rights Agreement
In connection with the Business Combination Agreement, PubCo, the Sponsor, the Insiders and the Continuing JerseyCo Owners will enter into the Registration Rights Agreement, substantially in the form attached to this proxy statement/prospectus as Annex J, pursuant to which, among other things, PubCo will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of Domesticated Acquiror Class A Common Stock and other equity securities of PubCo that are held by these parties from time to time. The Sponsor and the Insiders may collectively demand not more than one underwritten shelf takedown per fiscal quarter and each of the Continuing JerseyCo Owners may demand not more than one underwritten shelf takedown per fiscal quarter, and (ii) the stockholders party thereto are entitled to piggyback registration rights, in each case subject to certain limitations set forth in the Registration Rights Agreement. For additional information, see “Proposal No. 3 — The Business Combination Proposal — Related Agreements — Registration Rights Agreement.”
Exchange Agreement
At the Closing, PubCo, GBT and the Continuing JerseyCo Owners will enter into the Exchange Agreement, giving the Continuing JerseyCo Owners (or certain of their permitted transferees) the right, on the terms and subject to the conditions of the Exchange Agreement, to exchange their OpCo B Ordinary Shares (with automatic surrender for cancellation of an equal number of shares of Domesticated Acquiror Class B Stock) for shares of Domesticated Acquiror Class A Stock on a one-for-one basis, subject to customary adjustments for stock splits, dividends, reclassifications and other similar transactions or, in certain limited circumstances, at the option of the Exchange Committee, for cash (based on the VWAP of the shares of Domesticated Acquiror Class A Common Stock for the five trading day period ending on the trading day immediately preceding the applicable exchange date). In addition, to preserve the contemplated Up-C structure, the Exchange Agreement provides that PubCo and GBT will take (or, in some cases, forbear from taking) various actions, as necessary to maintain a one-to-one ratio between the number of issued and outstanding (x) Domesticated Acquiror Class A Stock (and equivalents) and the OpCo A Ordinary Shares, and (y) Domesticated Acquiror Class B Stock and the OpCo B Ordinary Shares. For example, the Exchange Agreement provides that, if PubCo issues or sells additional shares of Domesticated Acquiror Class A Common Stock, PubCo will contribute the net proceeds of such issuance and sale to GBT, and GBT will issue to PubCo an equal number of OpCo A Ordinary Shares. Similarly, the Exchange Agreement provides that neither PubCo nor GBT may effect any subdivision or combination of any of its equity securities unless the other effects an identical subdivision or combination of the corresponding class of its
 
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equity securities. For additional information, see “Proposal No. 3 — The Business Combination Proposal — Related Agreements — Exchange Agreement.”
GBT Amended and Restated M&A and New Shareholders Agreement
In connection with the Business Combination, GBT will adopt the Fourth Amended & Restated Memorandum of Association of GBT and the Third Amended & Restated Articles of Association of GBT substantially in the forms attached as Annex G and Annex H, respectively. The GBT Amended and Restated M&A will, among other things, modify GBT’s capital structure by reorganizing the different classes of shares currently held by the shareholders of GBT into new OpCo B Ordinary Shares and authorizing new OpCo A Ordinary Shares (which will be issued to PubCo), OpCo C Ordinary Shares (which will be issued to the Continuing JerseyCo Owners and certain other persons as described below) and the OpCo Z Ordinary Share (which will be issued to PubCo). OpCo A Ordinary Shares will be substantially the same as OpCo B Ordinary Shares, except that only OpCo A Ordinary Shares, all of which will be held by PubCo, have the right to vote on matters on which members of GBT generally are entitled to vote, including in the election of the GBT Board. By contrast, OpCo B Ordinary Shares and OpCo C Ordinary Shares will have the right to vote only on specific matters as to which they are entitled to vote as a separate class under Jersey law. Pursuant to the New Shareholders Agreement, however, the Continuing JerseyCo Owners will appoint PubCo as their attorney-in-fact to, among other things, execute (x) written resolutions in their capacities as holders of OpCo B Ordinary Shares and OpCo C Ordinary Shares, as applicable, and (y) instruments appointing PubCo as their proxy to vote such shares, in each case on all such matters as to which a vote or written resolution of the holders of such shares is required by law, other than matters that relate specifically and solely to the rights, priorities and privileges of the OpCo B Ordinary Shares or the OpCo C Ordinary Shares, as applicable, or matters that have a disproportionate adverse effect on the OpCo B Ordinary Shares or the OpCo C Ordinary Shares, as applicable, as compared to any other class or series. The GBT Amended and Restated M&A will contain corollary provisions giving effect to these arrangements. The OpCo Z Ordinary Share will not have the right to vote and is non-redeemable by GBT under the GBT Amended and Restated M&A. Upon certain triggering events based on the VWAP of Domesticated Acquiror Class A Common Stock, OpCo C Ordinary Shares issued to equityholders of GBT on account of their pre-Closing ownership of GBT Legacy MIP Options or GBT MIP Shares will be redeemed and cancelled automatically for no consideration (concurrently with the issuance to such persons of shares of Domesticated Acquiror Class A Common Stock) and OpCo C Ordinary Shares issued to other Continuing JerseyCo Owners will convert automatically into OpCo B Ordinary Shares. Through PubCo’s control of all the OpCo A Ordinary Shares of GBT, PubCo will have the power to elect the GBT Board, who will in turn have the power and authority to manage the business and affairs of GBT. For additional information, see “Proposal No. 3 — The Business Combination Proposal — Related Agreements — GBT Amended and Restated M&A” and “Proposal No. 3 — The Business Combination Proposal — Related Agreements — New Shareholders Agreement.”
In addition, PubCo will enter into the New Shareholders Agreement with GBT and the Continuing JerseyCo Owners. The New Shareholders Agreement will set forth certain agreements with respect to, among other matters, transfers of equity securities of PubCo and GBT, the governance of PubCo and GBT, tax distributions that GBT will make to PubCo and the Continuing JerseyCo Owners and certain information rights of the Continuing JerseyCo Owners.
The New Shareholders Agreement will also contain various provisions related to PubCo’s compliance with applicable laws, including the BHC Act. Because American Express is deemed to ‘‘control’’ PubCo under the BHC Act, PubCo is subject to supervision, examination and regulation by the Federal Reserve. Upon the occurrence of certain “Amex Exit Conditions” specified in the New Shareholders Agreement, which generally relate to PubCo’s failure to satisfy regulatory requirements arising from American Express’s deemed “control” of PubCo, or American Express’s determination that the BHC Act otherwise prohibits it from maintaining its investment in PubCo, American Express may take (or require PubCo to take) certain actions under the New Shareholders Agreement to terminate American Express’s deemed “control” of PubCo. In particular, American Express may elect (in its discretion) to transfer its shares of PubCo and GBT or exercise demand registration rights, in each case without regard to certain restrictions that would otherwise apply, or exchange all or a portion of its Domesticated Acquiror Class A Common Stock and Domesticated Acquiror Class B Common Stock, as applicable, for shares of Class A-1 Preferred Stock and Class B-1
 
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Preferred Stock, respectively, which are non-voting. For additional information concerning the New Shareholders Agreement, see “Proposal No. 3 — The Business Combination Proposal — Related Agreements — New Shareholders Agreement.”
Pursuant to the New Shareholders Agreement, GBT is expected to make pro rata cash distributions, which we refer to as “tax distributions,” to the holders of GBT Capital Stock, including PubCo, in amounts intended to be sufficient to enable PubCo to satisfy its liabilities for taxes, as reasonably determined by the PubCo Board. In addition to tax expenses, PubCo will incur other expenses incidental to its functions as a public company, which could be significant. The New Shareholders Agreement will require GBT to pay or reimburse (or cause one or more of its subsidiaries to pay or reimburse) such non-tax expenses (without making corresponding ratable distributions to GBT’s other shareholders). However, GBT’s ability to make such distributions and pay or reimburse such expenses may be subject to various limitations and restrictions. For additional information, see “Proposal No. 3 — The Business Combination Proposal — Related Agreements — New Shareholders Agreement.”
Satisfaction of the 80% Test (page 199)
It is a requirement under APSG’s Existing Organizational Documents that the business or assets acquired in its initial business combination have a fair market value equal to at least 80% of the assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into such business combination. In addition, the rules of the NYSE require that APSG’s initial business combination be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust). After consideration of the factors identified and discussed in the section of the proxy statement/prospectus captioned “The APSG Board’s Reasons for Approval of the Business Combination,” including the financial analysis of GBT conducted by APSG and its advisors generally used to approve the transaction, the APSG Board determined that GBT had a fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting commissions held in the Trust Account and taxes payable on the income earned on the Trust Account) at the time of execution of the Business Combination Agreement.
Certain Regulatory Approvals (page 169)
The parties will use reasonable best efforts to obtain as soon as practicable all material consents and approvals of third parties (including any governmental authority) with respect to the Business Combination. In addition, the parties agreed to comply promptly but in no event later than 10 business days after the date of the Business Combination Agreement with the notification and reporting of the HSR Act. Such notice was filed on December 16, 2021. Each party will promptly furnish the other party copies of any notices or written communications received by such party or any of its affiliates from any third party or governmental entity with respect to the transactions contemplated by the Business Combination Agreement.
APSG agreed to promptly, but in no event later than 10 business days after the date of the Business Combination Agreement, submit an informal briefing paper to the UK Investment Security Unit with respect to the Business Combination. Such notice was filed on December 17, 2021. APSG further agreed to promptly but in no event later than five business days after commencement of the mandatory notification regime under the NSIA (which commenced January 4, 2022) notify the U.K. Secretary of State pursuant to the NSIA. Such notification was made on January 11, 2022 and accepted on January 13, 2022. The U.K. Secretary of State confirmed on February 23, 2022 that he does not intend to take further action in relation to the transaction.
For additional information, see “Proposal No. 3 — The Business Combination Proposal — The Business Combination Agreement Certain Regulatory Approvals.
Conditions to Closing (page 154)
The Closing is subject to certain conditions, including, among other things, (A) the following, any one or more of which may be waived in writing by both of APSG and GBT: (i) the approval of the Business
 
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Combination and other matters by the APSG Shareholders; (ii) the expiration or termination of any applicable waiting period under the HSR Act (which waiting period expired on January 18, 2022), and receipt of certain additional regulatory approvals and, if required, approval of the U.K. Secretary of State under NSIA; (iii) the absence of any law or order that would prohibit or make illegal the transactions contemplated by the Business Combination Agreement; (iv) the approval of the listing of Domesticated Acquiror Class A Common Stock on the NYSE (subject to official notice of issuance); (v) the effectiveness of the Domestication; (vi) APSG's net tangible assets not being less than $5,000,001; and (vii) the effectiveness of this proxy statement/prospectus, (B) the following, any one or more of which may be waived in writing by GBT (subject, in the case of the following subclause (i), to the parenthetical therein): (i) the Minimum Available Acquiror Cash Condition (which cannot be waived without the prior written consent of APSG (such consent to not be unreasonably withheld, conditioned or delayed)); (ii) covenant and representation and warranty bring down conditions and receipt of a certificate from APSG certifying the satisfaction of such conditions; and (iii) the absence of a material adverse effect on APSG; and (C) the following, any one or more of which may be waived in writing by APSG: (i) covenant and representation and warranty bring down conditions and receipt of a certificate from GBT certifying the satisfaction of such conditions; and (ii) the absence of a material adverse effect on GBT. For additional information, see “Proposal No. 3 — The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing.”
Redemption Rights (page 121)
Public Shareholders may seek to redeem the public shares that they hold, regardless of whether they vote for the Business Combination, against the Business Combination or do not vote in relation to the Business Combination. Any Public Shareholder may request redemption of their public shares for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest, less income taxes payable, divided by the number of then issued and outstanding public shares. The per share amount APSG will distribute to Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters at Closing. If a holder properly seeks redemption as described in this section and the Business Combination is consummated, the holder will no longer own these shares following the Business Combination.
Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” ​(as defined in Section 13 of the Exchange Act) will be restricted from seeking redemption rights with respect to 15% or more of the Acquiror Cayman Class A Ordinary Shares without APSG’s consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash as APSG does not expect to consent to such redemptions.
The APSG Founders will not have redemption rights with respect to any ordinary shares owned by them, directly or indirectly.
You will be entitled to receive cash for any public shares to be redeemed only if you:
(i)
(a) hold public shares or (b) hold units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and
(ii)
prior to 5:00 p.m., Eastern Time, on May 23, 2022, (a) submit a written request to the Transfer Agent that APSG redeem your public shares for cash and (b) deliver your share certificates for your public shares (if any) to the Transfer Agent, physically or electronically through DTC.
An APSG shareholder may not withdraw a redemption request once submitted to APSG unless the APSG Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part). Furthermore, if a holder of a public share delivers its certificate (if any) and other redemption forms in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that APSG to permit the withdrawal of the redemption request and instruct its Transfer Agent to return the certificate (physically or
 
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electronically). The holder can make such request by contacting the Transfer Agent, at the address or email address listed in this proxy statement/prospectus.
If the Business Combination is not approved or completed for any reason, then the Public Shareholders who elected to exercise their redemption rights will not be entitled to redeem their shares. In such case, APSG will promptly return any shares previously delivered by Public Shareholders.
If a Public Shareholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own those public shares. In order for Public Shareholders to exercise their redemption rights in respect of the Business Combination, Public Shareholders must properly exercise their right to redeem the public shares that you will hold upon the Domestication no later than the close of the vote on the Business Combination Proposal and deliver their ordinary shares (either physically or electronically) to the Transfer Agent, prior to 5:00 p.m., Eastern Time on May 23, 2022. Therefore, the exercise of redemption rights occurs prior to the Domestication. For the purposes of APSG’s Existing Organizational Documents and Cayman Islands law, the exercise of redemption rights shall be treated as an election to have such public shares repurchased for cash and references in this proxy statement/prospectus shall be interpreted accordingly. Immediately following the Domestication and the consummation of the Business Combination, PubCo shall pay Public Shareholders who properly exercised their redemption rights in respect of their public shares.
Appraisal Rights (page 385)
APSG Shareholders do not have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.
Proxy Solicitation (page 116)
Proxies may be solicited by mail, telephone or in person. APSG has engaged Morrow Sodali to assist in the solicitation of proxies. If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Special Meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “The Special Meeting — Revoking Your Proxy.” For additional information, see “The Special Meeting.
Interests of APSG’s Directors and Officers in the Business Combination (page 202)
In considering the recommendation of the APSG Board to vote in favor of approval of the Shareholder Proposals, APSG Shareholders should keep in mind that the Sponsor and the officers and directors of APSG have financial and other interests in such proposals that are different from, or in addition to, those of the APSG Shareholders generally, which may result in a conflict of interest on the part of one or more of them between what they may believe is in the best interests of APSG and the APSG Shareholders and what they may believe is best for them. For additional information, see “Proposal No. 3 — The Business Combination Proposal — Interests of APSG’s Directors and Officers in the Business Combination.”
Interests of GBT’s Directors and Executive Officers in the Business Combination (page 204)
In considering the recommendation of the APSG Board with respect to the Business Combination, the APSG Shareholders should be aware that the directors and executive officers of GBT, both current and former, have certain interests in the Business Combination that may be different from, or in addition to, the interests of the APSG Shareholders generally. For additional information, see “Proposal No. 3 — The Business Combination Proposal — Interests of GBT Directors and Officers in the Business Combination.”
Post-Closing Management Positions
At the Closing Date, certain of GBT’s directors and executive officers will continue to serve as directors or executive officers, as applicable, of PubCo. See the section entitled “Management Following The Business Combination” for a further discussion of the PubCo Board and the executive officers of PubCo.
 
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Opinion of the Financial Advisor to APSG (page 209)
On December 2, 2021, Houlihan Lokey, orally rendered its opinion to the APSG Board (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the APSG Board dated December 2, 2021), as to the fairness, from a financial point of view, to APSG of the Aggregate Consideration to be issued and paid by APSG in the DeSPAC Transaction pursuant to the Business Combination Agreement.
Houlihan Lokey’s opinion was directed to the APSG Board (in its capacity as such) and only addressed the fairness, from a financial point of view, to APSG of the Aggregate Consideration to be issued and paid by APSG in the DeSPAC Transaction pursuant to the Business Combination Agreement and did not address any other aspect or implication of the DeSPAC Transaction or any other agreement, arrangement or understanding. The summary of Houlihan Lokey’s opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex R to this proxy statement/prospectus and describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to the APSG Board, any security holder or any other person as to how to act or vote or make any election with respect to any matter relating to the DeSPAC Transaction or otherwise, including, without limitation, whether holders of Acquiror Cayman Class A Ordinary Shares should redeem their shares or whether any party should participate in the PIPE Investment.
Stock Exchange Listing
We expect to list the shares of Domesticated Acquiror Class A Common Stock and the Domesticated Acquiror Warrants on the NYSE under the proposed symbols “GBTG” and “GBTG.WS,” respectively.
Sources and Uses of Cash for the Business Combination (page 259)
The following tables summarize the estimated sources and uses of cash in connection with the Business Combination assuming (i) that none of the Acquiror Cayman Class A Ordinary Shares are redeemed in connection with the Business Combination (“No Redemptions”) and (ii) that 81,181,000 Acquiror Cayman Class A Ordinary Shares are redeemed in connection with the Business Combination (“Maximum Redemptions”):
Estimated Sources and Uses of Cash (No Redemptions)
(in millions)
Sources of Cash
Uses of Cash
Proceeds from Trust Account and Cash
$ 818
Cash to Balance Sheet
$ 898
PIPE Investment
335
Redemption of GBT Preferred Shares
168
Transaction Costs
87(a)
Total Sources
$ 1,153
Total Uses
$ 1,153
Estimated Sources and Uses of Cash (Maximum Redemptions)
(in millions)
Sources of Cash
Uses of Cash
Proceeds from Trust Account and Cash
$ 818
Cash to Balance Sheet
$ 86
PIPE Investment
335
Redemption of GBT Preferred Shares
168
Transaction Costs
87(a)
Shareholder Redemptions
812
 
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Sources of Cash
Uses of Cash
Total Sources
$ 1,153
Total Uses
$ 1,153
(a)
Includes approximately $22 million of buy- and sell-side financial advisory fees, approximately $29 million of deferred underwriting fees, approximately $20 million in legal, accounting and consulting fees, approximately $7 million to repay the October Note, February Note, June Note, September Note and April Note, approximately $3 million to reimburse the Sponsor of certain out-of-pocket expenses related to identifying, investigating and consummating an initial business combination and $7 million of placement fees in connection with the PIPE Investment.
U.S. Federal Income Tax Considerations (page 234)
For general information on the U.S. federal income tax considerations of the Domestication, an exercise of Redemption Rights and the Business Combination, see the section entitled “U.S. Federal Income Tax Considerations.”
Expected Accounting Treatment of the Business Combination (page 202)
The Business Combination will be accounted for as a reverse capitalization in accordance with GAAP. Under this method of accounting, APSG will be treated as the “acquired” company for accounting purposes and the Business Combination will be treated as the equivalent of GBT issuing stock for the net assets of APSG, accompanied by a recapitalization. The net assets of APSG will be stated at historical cost, with no goodwill or other intangible assets recorded.
GBT has been determined to be the accounting acquirer based on the evaluation of the following facts and circumstances:

Continuing JerseyCo Owners will have a relative majority of the voting rights in the combined entity;

7 of 11 directors on the PubCo Board will be current directors of the GBT Board;

GBT is significantly larger in relative size based on total assets and total revenue;

GBT’s senior management will comprise all of the senior management of PubCo and will be responsible for the day-to-day operations of PubCo; and

the intended strategy and operations of PubCo will continue GBT’s current strategy and operations.
The preponderance of evidence as described above indicates that GBT is the accounting acquirer in the Business Combination.
Comparison of Corporate Governance and Shareholder Rights (page 364)
Following the consummation of the Business Combination, the rights of Acquiror Cayman Shareholders who become holders of Domesticated Acquiror Common Stock in the Business Combination will no longer be governed by APSG’s Existing Organizational Documents and instead will be governed by the Acquiror Delaware Certificate and the Acquiror Delaware Bylaws of Global Business Travel Group, Inc. See “Comparison of Corporate Governance and Shareholder Rights” beginning on page 359.
Summary of Risk Factors (page 60)
In addition to the other information contained in this proxy statement/prospectus, the following risks have the potential to impact the business and operations of PubCo and GBT. An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described in this proxy statement/prospectus, together with the other information contained in this proxy statement/prospectus. These risk factors are not exhaustive and all investors are encouraged to perform their own investigation with respect to the business, financial condition and prospects of PubCo, GBT and the Business Combination. The occurrence of any of the following risks or additional risks and uncertainties not presently known to us or that we currently believe are immaterial could have a material adverse effect on our business, financial
 
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condition, results of operations and future growth prospects. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to, the following (See “Risk Factors”). Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us,” or “our” refer to the business of GBT and its subsidiaries prior to the consummation of the Business Combination, and PubCo and its subsidiaries, including GBT, following the consummation of the Business Combination.

The COVID-19 pandemic has had, and is expected to continue to have, an adverse impact on our business, including our financial results and prospects, and the travel suppliers on which our business relies;

The ongoing impact of the COVID-19 pandemic on our business and the impact on our results of operations is uncertain;

Our revenue is derived from the global travel industry, and a prolonged or substantial decrease in global travel, particularly air travel, could adversely affect us;

The widespread adoption of teleconference and virtual meeting technologies could reduce the number of in-person business meetings and demand for travel and our services, which could adversely affect our business, financial condition and results of operations;

The travel industry is highly competitive;

Consolidation in the travel industry may result in lost bookings and reduced revenue;

Our business and results of operations may be adversely affected by macroeconomic conditions;

Because we are deemed to be “controlled” by American Express under the BHC Act, we are and will be subject to supervision, examination and regulation by the Federal Reserve which could adversely affect our future growth and our business, results of operations and financial condition.

Our international business exposes us to geo-political and economic risks associated with doing business in foreign countries;

If we are unable to maintain existing, and establish new, arrangements with travel suppliers, or if our travel suppliers and partners reduce or eliminate the commission and other compensation they pay us, our business and results of operations would be negatively impacted;

Our business and results of operations could be adversely affected if one or more of our major travel suppliers suffers a deterioration in its financial condition or restructures its operations or, as a result of consolidation in the travel industry, loses bookings and revenue;

We may be unable to identify and consummate new acquisition opportunities, which would significantly impact our growth strategy;

We may not realize the intended benefits of the Egencia Acquisition;

Cybersecurity attacks or security breaches could adversely affect our ability to operate, could result in personal information and our proprietary information being lost, stolen, made inaccessible, improperly disclosed or misappropriated and may cause us to be held liable or subject to regulatory penalties and sanctions and to litigation (including class action litigation), which could have a material adverse effect on our reputation and business;

Upon consummation of the Business Combination, the rights of the holders of Domesticated Acquiror Common Stock arising under the DGCL will differ from and may be less favorable to the rights of Acquiror Cayman Shareholders arising under Cayman Islands law;

The Acquiror Delaware Certificate will not limit the ability of the Sponsor to compete with PubCo;

American Express’s right to reduce, restructure or terminate its investment in PubCo and GBT in the event of an Amex Exit Condition could adversely affect our business, results of operations and financial condition, depress the market price of the Domesticated Acquiror Class A Common Stock and potentially result in further concentration of the voting power in PubCo.
 
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Following the consummation of the Business Combination, PubCo will become a holding company, our principal asset will be an equity interest in GBT, and PubCo’s ability to pay taxes and expenses will depend on distributions made by its subsidiaries and may be otherwise limited by our structure and the terms of our existing and future indebtedness;

We are subject to risks that may prevent the consummation of the Business Combination, including the approval of each Condition Precedent Proposal, the failure to meet closing conditions and the failure of the sale of some or all of the PIPE Securities to close, as well as the resolution of legal actions seeking to enjoin the completion of the transaction, if applicable;

Some of APSG’s officers and directors may have conflicts of interest that may influence or have influenced them to support or approve the Business Combination without regard to your interests or in determining whether GBT is appropriate for APSG’s initial business combination;

The APSG Founders have potential conflicts of interest in recommending that the APSG Shareholders vote in favor of approval of the Business Combination and the other proposals described in this proxy statement/prospectus;

The Domestication may result in adverse tax consequences for holders of Acquiror Cayman Shares or Acquiror Cayman Warrants, including the Public Shareholders;

If third parties bring claims against APSG, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share;

You may only be able to exercise warrants on a “cashless basis” under certain circumstances, and if you do so, you will receive fewer Acquiror Cayman Class A Ordinary Shares or shares of Domesticated Acquiror Class A Common Stock, as applicable, from such exercise than if you were to exercise such warrants for cash;

The grant of registration rights to the Sponsor and the Continuing JerseyCo Owners and the future exercise of such rights may adversely affect the market price of Domesticated Acquiror Class A Common Stock;

APSG before the consummation of the Business Combination and PubCo after the consummation of the Business Combination may amend the terms of the Acquiror Cayman Public Warrants and Domesticated Acquiror Warrants, as applicable, in a manner that may be adverse to the holders of such warrants, with the approval of at least 50% of the then outstanding Acquiror Cayman Public Warrants or Domesticated Acquiror Warrants, as applicable. As a result, the exercise price of such warrants could be increased, the exercise period could be shortened and the number of Acquiror Cayman Class A Ordinary Shares or Domesticated Acquiror Class A Common Stock, as applicable, purchasable upon exercise of such warrants, could be decreased, all without approval of the holders of each Acquiror Cayman Public Warrant or Domesticated Acquiror Warrant, as applicable, affected;

The classification of the PubCo Board may have anti-takeover effects, including discouraging, delaying or preventing a change of control; and

We will incur significant increased costs as a result of the Business Combination and as a result of being a public company, and our management will be required to devote substantial time to new compliance initiatives.
 
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SELECTED HISTORICAL CONSOLIDATED AND COMBINED
FINANCIAL INFORMATION OF GBT
The following tables summarize certain historical consolidated financial data of GBT as of, and for the years ended on, the dates indicated. GBT is considered PubCo’s predecessor for accounting purposes, and its historical consolidated financial statements will be PubCo’s historical consolidated financial statements following the Business Combination. The selected historical financial data of APSG have not been presented because APSG has not engaged in any business or other activities except in connection with its formation and initial capitalization.
The selected historical consolidated statements of operations and statements of cash flows data for the years ended December 31, 2021, 2020 and 2019 and the selected historical consolidated balance sheets data as of December 31, 2021 and 2020 have been derived from the audited consolidated financial statements of GBT included elsewhere in this proxy statement/prospectus.
The selected historical consolidated financial data set forth below should be read together with our consolidated financial statements and accompanying notes included elsewhere in this proxy statement/prospectus and “GBT’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The selected historical consolidated financial information set forth below is not intended to replace our consolidated financial statements and accompanying notes and is qualified in its entirety by our consolidated financial statements and accompanying notes included elsewhere in this proxy statement/prospectus. Our historical financial information is not necessarily indicative of the results or financial position that may be expected for or as of any period or date in the future.
As explained elsewhere in this proxy statement/prospectus, the financial information contained in this section relates to GBT, prior to and without giving pro forma effect to the impact of the Business Combination and full year results of the Egencia Acquisition and, as a result, the results reflected in this section may not be indicative of the results of PubCo going forward. For additional information, see “Summary — Information About the Parties to the Business Combination — GBT JerseyCo Limited” and “Unaudited Pro Forma Condensed Combined Financial Information.
Selected Financial Information
Year Ended December 31,
($ in millions, except share and per share data)
2021
2020
2019
Consolidated Statements of Operations Data:
Revenue
$ 763 $ 793 $ 2,119
Costs and expenses:
Cost of revenue (excluding depreciation and amortization shown separately below)
477 529 880
Sales and marketing
201 199 286
Technology and content
264 277 339
General and administrative
213 181 255
Restructuring charges
14 206 12
Depreciation and amortization
154 148 141
Total operating expenses
1,323 1,540 1,913
Operating (loss) income
(560) (747) 206
Interest income
1 1 5
Interest expense
(53) (27) (15)
Loss on early extinguishment of debt
(49)
Other income (expense), net
8 14 (3)
(Loss) income before income taxes and share of (losses) earnings from equity method investments
(653) (759) 193
Benefit from (provision for) income taxes
186 145 (60)
Share of (losses) earnings in equity method investments
(8) (5) 5
 
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Year Ended December 31,
($ in millions, except share and per share data)
2021
2020
2019
Net (loss) income
(475) (619) 138
Net loss (income) attributable to non-controlling interests in subsidiaries
2 1 (4)
Net (loss) income attributable to GBT
(473) (618) 134
Preferred shares dividend
(10)
Net loss attributable to the shareholders of GBT’s ordinary shares
$ (483) $ (618) $ 134
(Loss) earnings per share attributable to the shareholders of GBT’s ordinary shares – Basic:
(Loss) income per share
$ (12.91) $ (17.18) $ 3.72
Weighted average number of shares outstanding
37,406,171 36,000,000 36,000,000
(Loss) earnings per share attributable to the shareholders of the GBT’s ordinary shares – Diluted:
(Loss) earnings per share
$ (12.91) $ (17.18) $ 3.61
Weighted average number of shares outstanding
37,406,171 36,000,000 37,102,120
As of December 31,
($ in millions)
2021
2020
Consolidated Balance Sheet Data:
Cash and cash equivalents
$ 516 $ 584
Working capital, excluding current portion of long-term debt(1)
334 306
Total assets
3,771 2,758
Total debt, net of unamortized debt discount and unamortized debt issuance costs(2)
1,023 624
Total liabilities
2,277 1,774
Preferred shares
160
Total shareholders’ equity
1,334 984
(1)
Working capital, excluding current portion of long-term debt, represents total current assets less total current liabilities (excluding current portion of long-term debt). See our consolidated financial statements included elsewhere in this proxy statement/prospectus for additional information regarding GBT’s total current assets and total current liabilities.
(2)
Total debt, net of unamortized debt discount and unamortized debt issuance costs, reflects current and non-current portions of the aggregate principal amount of senior secured term loans outstanding under the Senior Secured Credit Agreement, net of unamortized debt discount and unamortized debt issuance costs. Effective as of December 16, 2021, GBT amended the Senior Secured Credit Agreement to, among other things, establish the $1,000 million Senior Secured New Tranche B-3 Term Loan Facilities, $800 million of which was borrowed on such date and $200 million of which is available on a delayed-draw basis for a six-month period after the date of such initial borrowings, subject to certain customary borrowing conditions. For additional information, see “Business of GBT — Description of Certain Indebtedness — Senior Secured Credit Agreement — Term Loan Facilities.
Year Ended December 31,
($ in millions)
2021
2020
2019
Consolidated Statement of Cash Flows Data:
Net cash (used in) from operating activities
$ (512) $ (250) $ 227
Net cash used in investing activities
(27) (47) (87)
Net cash from (used in) financing activities
478 384 (65)
 
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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The summary unaudited pro forma condensed combined financial information of Global Business Travel Group, Inc. presented below has been derived by applying the pro forma adjustments described in “Unaudited Pro Forma Condensed Combined Financial Information” to the historical consolidated financial statements of GBT JerseyCo Limited included elsewhere in this proxy statement/prospectus. The Business Combination is expected to be accounted for as a reverse recapitalization in accordance with GAAP. Under the guidance in ASC Topic 805, APSG is expected to be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination is expected to be reflected as the equivalent of GBT issuing shares for the net assets of APSG, accompanied by a recapitalization whereby no goodwill or intangible assets are recorded. For financial reporting purposes, GBT will be presented as the predecessor to APSG.
The summary unaudited pro forma condensed combined statements of operations for the year ended December 31, 2021 combines the historical statements of operations of APSG, GBT, and Egencia on a pro forma basis as if the Business Combination, the Egencia Acquisition and related transactions had been consummated on January 1, 2021. The summary unaudited pro forma condensed combined balance sheet as of December 31, 2021 combines the historical balance sheets of APSG and GBT on a pro forma basis as if the Business Combination and related transactions had been consummated on December 31, 2021. The Egencia Acquisition closed on November 1, 2021 and, therefore, the consolidated balance sheet of GBT as of December 31, 2021 includes the impact of Egencia Acquisition.
The summary unaudited pro forma condensed combined balance sheet does not purport to represent, and is not necessarily indicative of, what the actual financial condition of the combined company would have been had the Business Combination and related transactions taken place on December 31, 2021, nor is it indicative of the financial condition of the combined company as of any future date. The unaudited pro forma condensed combined statements of operations do not purport to represent, and are not necessarily indicative of, what the actual results of operations of the combined company would have been had the Business Combination, the Egencia Acquisition and related transactions taken place on January 1, 2021, nor are they indicative of the results of operations of the combined company for any future period. The summary unaudited pro forma condensed combined financial information is based on and should be read in conjunction with the historical financial statements of APSG, GBT and Egencia, and related notes thereto included elsewhere in this proxy statement/prospectus, as well as the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of APSG” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of GBT.”
The unaudited pro forma combined financial information contained herein assumes that the Public Shareholders approve the Business Combination. APSG cannot predict how many of its Public Shareholders will exercise their right to redeem their Public Shares for cash. Therefore, the following tables present selected pro forma information after giving effect to the Business Combination, the Egencia Acquisition and related transactions presented under two scenarios:

Assuming No Redemptions:   This scenario assumes that no Public Shareholders of APSG exercise redemption rights with respect to their Public Shares for a pro rata share of the funds in the Trust Account.

Assuming Maximum Redemptions:   This scenario assumes that 81,181,000 of the Public Shares are redeemed for their pro rata share (approximately $10.00 per share) of the funds in the Trust Account. This scenario gives effect to APSG’s public share redemptions of 81,181,000 shares for aggregate redemption payments of $812 million. The Business Combination Agreement includes as a condition to closing the Business Combination that, at the closing, APSG will have a minimum of  $300 million in cash comprising (i) the amount of cash available in the Trust Account after deducting the Acquiror Share Redemption Amount, (ii) the amount of APSG’s cash on hand (outside of the Trust Account) immediately prior to the Closing, and (iii) the PIPE Investment Amount. The proceeds from the PIPE Investment are expected to satisfy the Minimum Available Cash Requirement.
The figures in the following tables are presented only as illustrative examples and are based on the scenarios described above, which may be different from the actual amount of redemptions in connection
 
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with the Business Combination. In the event that APSG’s Public Shares are redeemed in connection with the Business Combination but the number of shares redeemed is less than 81,181,000, the values set forth below will fall between the two scenarios.
The table below sets forth summary unaudited pro forma condensed combined statement of operations data for the year ended December 31, 2021:
Global Business Travel Group, Inc.
Pro Forma Combined
Year Ended December 31, 2021
($ in millions, except share and per share data)
Assuming No
Redemptions
Assuming
Maximum
Redemptions
Revenue
$ 889 $ 889
Costs and expenses:
Cost of revenue (excluding depreciation and amortization shown separately below)
608 608
Sales and marketing
294 294
Technology and content
321 321
General and administrative
255 255
Restructuring charges
23 23
Depreciation and amortization
196 196
Total operating expenses
1,697 1,697
Operating loss
(808) (808)
Interest income
1 1
Interest expense
(53) (53)
Loss on early extinguishment of debt
(49) (49)
Other expense, net
(1) (1)
Change in fair value of derivate warrants
19 19
Loss before income taxes and share of loss from equity method investments
(891) (891)
Benefit from income taxes
195 195
Share of losses from equity method investments
(8) (8)
Net loss
$ (704) $ (704)
Net loss attributable to noncontrolling interests in subsidiaries
(523) (618)
Net loss attributable to the Company’s ordinary shareholders
(181) (86)
Earnings per share attributable to the shareholders of the Company’s ordinary shares – Basic and Diluted:
Weighted average number of ordinary shares outstanding
Loss per share
Weighted average shares outstanding of Class A ordinary shares
530,014,377 448,833,377
Basic and diluted net loss per share, Class A
$ (0.34) $ (0.19)
 
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The table below sets forth summary unaudited pro forma condensed combined balance sheet data as of December 31, 2021:
Global Business Travel Group, Inc.
Pro forma Combined
As of December 31, 2021
($ in millions, except share and per share data)
Assuming No
Redemptions
Assuming
Maximum
Redemptions
Cash and cash equivalents
$ 1,421 $ 609
Working capital, excluding current portion of long-term debt
1,226 414
Total assets
4,826 4,266
Total debt, net of unamortized debt discount and unamortized debt issuance
costs(1)
1,023 1,023
Total liabilities
2,456 2,456
Total shareholders’ equity
2,370 1,810
(1)
Effective as of December 16, 2021, GBT amended the Senior Secured Credit Agreement to, among other things, establish the $1,000 million Senior Secured New Tranche B-3 Term Loan Facilities, $800 million of which was borrowed on such date and $200 million of which is available on a delayed-draw basis for a six-month period after the date of such initial borrowings, subject to certain customary borrowing conditions. For additional information, see “Business of GBT — Description of Certain Indebtedness — Senior Secured Credit Agreement — Term Loan Facilities.
 
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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER
SHARE FINANCIAL INFORMATION
The following table sets forth historical comparative share information for GBT and APSG and unaudited pro forma combined share information after giving effect to the Business Combination, assuming two redemption scenarios as follows:

Assuming No Redemptions:   This scenario assumes that no Public Shareholders of APSG exercise redemption rights with respect to their public shares for a pro rata share of the funds in the Trust Account.

Assuming Maximum Redemptions:   This scenario assumes that 81,181,000 of the public shares are redeemed for their pro rata share (approximately $10.00 per share) of the funds in the Trust Account. This scenario gives effect to APSG’s public share redemptions of 81,181,000 shares for aggregate redemption payments of $812 million. The Business Combination Agreement includes as a condition to closing the Business Combination that, at the closing, APSG will have a minimum of  $300 million in cash comprising (i) the amount of cash available in the Trust Account after deducting the Acquiror Share Redemption Amount, (ii) the amount of APSG’s cash on hand (outside of the Trust Account) immediately prior to the Closing, and (iii) the PIPE Investment Amount. The proceeds from the PIPE Investment are expected to satisfy the Minimum Available Cash Requirement.
The figures in the following tables are presented only as illustrative examples and are based on the scenarios described above, which may be different from the actual amount of redemptions in connection with the Business Combination. In the event that APSG’s public shares are redeemed in connection with the Business Combination but the number of shares redeemed is less than 81,181,000, the values set forth below will fall between the two scenarios.
The pro forma book value information reflects the Business Combination and the related transactions as if they occurred on December 31, 2021. The weighted average shares outstanding and pro forma net loss per share information reflects the Business Combination and Egencia Acquisition and related transactions as if they occurred on January 1, 2021. This information is only a summary and should be read together with the historical financial statements of APSG, GBT and Egencia and related notes thereto included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined per share information of Global Business Travel Group, Inc. is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined loss per share information below does not purport to represent the loss per share which would have occurred had the companies been combined during the periods presented, nor loss per share for any future date or period.
Historical
Pro Forma Combined
As of and for the year ended December 31, 2021
GBT
APSG
PubCo
(Assuming No
Redemptions)
PubCo
(Assuming
Maximum
Redemptions)
Book value per share ($) – Ordinary shares and Class A
shares
35.66 (1.20) 4.47 4.03
Book value per share ($) – Class B shares
(4.80)
Weighted average ordinary shares outstanding – basic and diluted
37,406,171
Weighted average shares outstanding of Class A common stock  – basic and diluted
81,618,000 530,014,377 448,833,377
Weighted average shares outstanding of Class B common stock  – basic and diluted
20,420,250
Net loss per ordinary share   – basic and diluted ($)
(12.91)
Net income (loss) per share of Class A common stock  – basic and diluted ($)
0.06 (0.34) (0.19)