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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
10-K/A
Amendment No. 1
 
 
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
OR
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
     
to
     
Commission File Number:
814-01424
 
 
APOLLO DEBT SOLUTIONS BDC
(Exact name of Registrant as specified in its charter)
 
 
 
Delaware
 
86-1950548
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
9 West 57th Street
New York, New York
 
10019
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (212)
515-3450
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading
symbol(s)
 
Name of each exchange
on which registered
None
 
None
 
None
Securities registered pursuant to Section 12(g) of the Act:
Class S Common shares of beneficial interest, par value $0.01
Class D Common shares of beneficial interest, par value $0.01
Class I Common shares of beneficial interest, par value $0.01
 
 
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule
12b-2
of the Exchange Act.
 
Large accelerated filer      Smaller reporting company  
Accelerated filer      Emerging growth company  
Non-accelerated
filer
      
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. 
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. 
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to
§240.10D-1(b). ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act). Yes ☐ No 
As of December 31, 2023, there was no established public market for the Registrant’s common shares of beneficial interest (“Common Shares”).
The number of shares of the Registrant’s Common Shares, $0.01 par value per share, outstanding as of March 14, 2024 was 41,725,534 Class S common shares, 468,050 Class D common shares and 156,827,711 Class I common shares. Common shares outstanding exclude March 1, 2024 subscriptions since the issuance price is not yet finalized at this time.
 
 
 

EXPLANATORY NOTE
Apollo Debt Solutions BDC (the “Company”, “we”, “us” or “our”) is filing this Amendment No. 1 (the “Amendment”) to our Annual Report on Form
10-K
for the fiscal year ended December 31, 2023, which was filed with the Securities and Exchange Commission (the “SEC”) on March 14, 2024 (the “Form
10-K”).
The Company inadvertently omitted certain information from the certifications of its chief executive officer and its chief financial officer that were included with the Form
10-K.
The Company is filing this Amendment solely to include the revised certifications of the Company’s chief executive officer and chief financial officer.
Except as described above, this Amendment does not modify or update disclosure in, or exhibits to, the Form
10-K.
Furthermore, this Amendment does not change any previously reported financial results, nor does it reflect events occurring after the filing date of the Form
10-K.
This Amendment should be read in conjunction with the Form
10-K
and with our filings
with
the SEC subsequent to the Form
10-K.

PART IV
Item 15. Exhibits, Financial Statement Schedules
The following exhibits are filed as part of this Amendment.
 
Exhibit
Number
  
Description
31.1    Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2    Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted to Section 302 of the Sarbanes-Oxley Act of 2002.*
 
*
Filed herewith.

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on December 5, 2024.
 
APOLLO DEBT SOLUTIONS BDC
By:  
/s/ Earl Hunt
Name:   Earl Hunt
Title:   Chairperson, Chief Executive Officer and Trustee
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated on December 5, 2024.
 
Signature
  
Title
  
Date
/s/ Earl Hunt
   Chairperson, Chief Executive Officer and Trustee    December 5, 2024
Earl Hunt      
/s/ Eric Rosenberg
   Chief Financial Officer    December 5, 2024
Eric Rosenberg      
/s/ Kristin Hester
   Chief Legal Officer and Secretary    December 5, 2024
Kristin Hester      
/s/ Meredith Coffey
   Trustee    December 5, 2024
Meredith Coffey      
/s/ Christine Gallagher
   Trustee    December 5, 2024
Christine Gallagher      
/s/ Michael Porter
   Trustee    December 5, 2024
Michael Porter      
/s/ Carl J. Rickertsen
   Trustee    December 5, 2024
Carl J. Rickertsen