SC 13G 1 tm2038122d1_sc13g.htm SC 13G

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

(Amendment No. )*

 

Under the Securities Exchange Act of 1934

 

Aequi Acquisition Corp.

(Name of Issuer)
 

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)
 

00775W201

(CUSIP Number)
 
November 24, 2020
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)
xRule 13d-1(c)
¨Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

Pages 1 of 26 

 

 

CUSIP No. 00775W201  

 

1

NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

Apollo Atlas Master Fund, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

 

(b) ¨

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

99,371 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

99,371 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

99,371 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) x

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.4%

12

TYPE OF REPORTING PERSON (See Instructions)

OO

 

Pages 2 of 26 

 

 

CUSIP No. 00775W201  

 

1

NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

Apollo Atlas Management, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

 

(b) ¨

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

99,371 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

99,371 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

99,371 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) x

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.4%

12

TYPE OF REPORTING PERSON (See Instructions)

OO

 

Pages 3 of 26 

 

 

CUSIP No. 00775W201  

  

1

NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

Apollo PPF Credit Strategies, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

 

(b) ¨

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

196,136 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

196,136 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

196,136 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) x

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.9%

12

TYPE OF REPORTING PERSON (See Instructions)

OO

 

Pages 4 of 26 

 

 

CUSIP No. 00775W201  

 

1

NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

Apollo Credit Strategies Master Fund Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

 

(b) ¨

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

1,325,960 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

1,325,960 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,325,960 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) x

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.8%

12

TYPE OF REPORTING PERSON (See Instructions)

CO

 

Pages 5 of 26 

 

 

CUSIP No. 00775W201  

 

1

NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

Apollo ST Fund Management LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

 

(b) ¨

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

1,325,960 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

1,325,960 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,325,960 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) x

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.8%

12

TYPE OF REPORTING PERSON (See Instructions)

OO

 

Pages 6 of 26 

 

 

CUSIP No. 00775W201  

  

1

NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

Apollo ST Operating LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

 

(b) ¨

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

1,325,960 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

1,325,960 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,325,960 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) x

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.8%

12

TYPE OF REPORTING PERSON (See Instructions)

PN

 

Pages 7 of 26 

 

 

CUSIP No. 00775W201  

 

1

NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

Apollo ST Capital LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

 

(b) ¨

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

1,325,960 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

1,325,960 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,325,960 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) x

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.8%

12

TYPE OF REPORTING PERSON (See Instructions)

OO

 

Pages 8 of 26 

 

 

CUSIP No. 00775W201  

 

1

NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

ST Management Holdings, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

 

(b) ¨

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

1,325,960 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

1,325,960 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,325,960 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) x

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.8%

12

TYPE OF REPORTING PERSON (See Instructions)

OO

 

Pages 9 of 26 

 

 

CUSIP No. 00775W201  

 

1

NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

Apollo A-N Credit Fund (Delaware), L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

 

(b) ¨

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

151,204 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

151,204 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

151,204 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) x

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.6%

12

TYPE OF REPORTING PERSON (See Instructions)

PN

 

Pages 10 of 26 

 

 

CUSIP No. 00775W201  

 

1

NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

Apollo A-N Credit Management, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

 

(b) ¨

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

151,204 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

151,204 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

151,204 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) x

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.6%

12

TYPE OF REPORTING PERSON (See Instructions)

OO

 

Pages 11 of 26 

 

 

CUSIP No. 00775W201  

 

1

NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

Apollo Credit Management, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

 

(b) ¨

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

32,713 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

32,713 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

32,713 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) x

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.1%

12

TYPE OF REPORTING PERSON (See Instructions)

OO

 

Pages 12 of 26 

 

 

CUSIP No. 00775W201  

 

1

NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

Apollo Capital Credit Management, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

 

(b) ¨

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

32,713 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

32,713 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

32,713 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) x

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.1%

12

TYPE OF REPORTING PERSON (See Instructions)

OO

 

Pages 13 of 26 

 

 

CUSIP No. 00775W201  

 

1

NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

Apollo SA Management, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

 

(b) ¨

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

51,227 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

51,227 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

51,227 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) x

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.2%

12

TYPE OF REPORTING PERSON (See Instructions)

OO

 

Pages 14 of 26 

 

 

CUSIP No. 00775W201  

 

1

NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

Apollo Capital Management, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

 

(b) ¨

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

1,980,000 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

1,980,000 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSONY

1,980,000 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.6%

12

TYPE OF REPORTING PERSON (See Instructions)

PN

 

Pages 15 of 26 

 

 

CUSIP No. 00775W201  

 

1

NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

Apollo Capital Management GP, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

 

(b) ¨

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

1,980,000 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

1,980,000 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,980,000 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.6%

12

TYPE OF REPORTING PERSON (See Instructions)

OO

 

Pages 16 of 26 

 

 

CUSIP No. 00775W201  

 

1

NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

Apollo Management Holdings, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

 

(b) ¨

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

1,980,000 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

1,980,000 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,980,000 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.6%

12

TYPE OF REPORTING PERSON (See Instructions)

PN

 

Pages 17 of 26 

 

 

CUSIP No. 00775W201  

 

1

NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

Apollo Management Holdings GP, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

 

(b) ¨

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

1,980,000 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

1,980,000 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,980,000 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.6%

12

TYPE OF REPORTING PERSON (See Instructions)

OO

 

Pages 18 of 26 

 

 

Item 1.(a) Name of Issuer

Aequi Acquisition Corp.

 

(b)Address of Issuer’s Principal Executive Offices

500 West Putnam Avenue, Suite 400

Greenwich, CT 06830

 

Item 2.(a) Name of Person Filing

This statement is filed by (i) Apollo Atlas Master Fund, LLC (“Atlas”); (ii) Apollo Atlas Management, LLC (“Atlas Management”); (iii) Apollo PPF Credit Strategies, LLC (“PPF Credit Strategies”); (iv) Apollo Credit Strategies Master Fund Ltd. (“Credit Strategies”); (v) Apollo ST Fund Management LLC (“ST Management”); (vi) Apollo ST Operating LP (“ST Operating”); (vii) Apollo ST Capital LLC (“ST Capital”); (viii) ST Management Holdings, LLC (“ST Management Holdings”); (ix) Apollo A-N Credit Fund (Delaware), L.P. (“A-N Credit”); (x) Apollo A-N Credit Management, LLC (“A-N Credit Management”); (xi) Apollo Credit Management, LLC (“ACM LLC”); (xii) Apollo Capital Credit Management, LLC (“ACCM LLC”); (xiii) Apollo SA Management, LLC (“SA Management”); (xiv) Apollo Capital Management, L.P. (“Capital Management”); (xv) Apollo Capital Management GP, LLC (“Capital Management GP”); (xvi) Apollo Management Holdings, L.P. (“Management Holdings”); and (xvii) Apollo Management Holdings GP, LLC (“Management Holdings GP”). The foregoing are collectively referred to herein as the “Reporting Persons.”

 

Atlas, PPF Credit Strategies, Credit Strategies, and A-N Credit, each hold securities of the Issuer.

 

Atlas Management serves as the investment manager of Atlas. Credit Strategies is the sole member of PPF Credit Strategies. ST Management serves as the investment manager for Credit Strategies. ST Operating is the sole member of ST Management. The general partner of ST Operating is ST Capital. ST Management Holdings is the sole member of ST Capital.

 

A-N Credit Management serves as the investment manager for A-N Credit.

 

ACM LLC provides investment management services for Franklin K2 Long Short Credit Fund (“Franklin K2”) and FASF Franklin K2 Alternative Strategies Fund (“FASF-Franklin K2”). ACCM LLC is the sole member of ACM LLC.

 

SA Management provides investment management services for Franklin Templeton Investment Funds - Franklin K2 Alternative Strategies Fund (“FTIF-Franklin K2”) and Franklin Templeton Investment Funds - Franklin K2 Long Short Credit Fund (“FTIF Franklin K2 Long Short”).

 

Capital Management serves as the sole member of Atlas Management, A-N Credit Management, ACCM LLC, and SA Management, the sole member and manager of ST Management Holdings, and provides investment management services for K2 Apollo Liquid Credit Master Fund Ltd (“K2 Apollo”). Capital Management GP serves as the general partner of Capital Management. Management Holdings serves as the sole member and manager of Capital Management GP, and Management Holdings GP serves as the general partner of Management Holdings.

 

Pages 19 of 26 

 

 

(b)Address of Principal Business Office or, if none, Residence

The principal office of Atlas, PPF Credit Strategies and A-N Credit is One Manhattanville Road, Suite 201, Purchase, New York 10577. The principal office of Credit Strategies is c/o Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman, KY-9008, Cayman Islands. The principal office of each of Atlas Management, ST Management, ST Operating, ST Capital, ST Management Holdings, A-N Credit Management, ACM LLC, ACCM LLC, SA Management, Capital Management, Capital Management GP, Management Holdings, and Management Holdings GP is 9 W. 57th Street, 43rd Floor, New York, New York 10019.

 

(c)Citizenship

Atlas and Credit Strategies are each exempted companies incorporated in the Cayman Islands with limited liability. Atlas Management, PPF Credit Strategies, ST Management, ST Capital, ST Management Holdings, A-N Credit Management, ACM LLC, ACCM LLC, SA Management, Capital Management GP, and Management Holdings GP are each Delaware limited liability companies. ST Operating, A-N Credit, Capital Management, and Management Holdings are each Delaware limited partnerships.

 

(d)Title of Class of Securities

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

 

(e)CUSIP Number

00775W201

 

Item 3.If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

 

Item 4.Ownership.

 

Beneficial ownership information is reported as of the date of filing of this Schedule 13G.

 

(a)Amount beneficially owned:

 

Atlas   99,371 
Atlas Management   99,371 
PPF Credit Strategies   196,136 
Credit Strategies   1,325,960 
ST Management   1,325,960 
ST Operating   1,325,960 
ST Capital   1,325,960 
ST Management Holdings   1,325,960 
A-N Credit   151,204 
A-N Credit Management   151,204 
ACM LLC   32,713 
ACCM LLC   32,713 
SA Management   51,227 
Capital Management   1,980,000 
Capital Management GP   1,980,000 
Management Holdings   1,980,000 
Management Holdings GP   1,980,000 

 

Pages 20 of 26 

 

 

Atlas, PPF Credit Strategies, Credit Strategies, and A-N Credit each disclaims beneficial ownership of all shares of the Common Stock included in this report other than the shares of Common Stock held of record by such Reporting Person, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose. Atlas Management, ST Management, ST Operating, ST Capital, ST Management Holdings, A-N Credit Management, ACM LLC, ACCM LLC, SA Management, Capital Management, Capital Management GP, Management Holdings and Management Holdings GP, and Messrs. Leon Black, Joshua Harris and Marc Rowan, the managers, as well as executive officers, of Management Holdings GP, each disclaim beneficial ownership of all shares of Common Stock included in this report, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

 

(b)Percent of class:

 

Atlas   0.4%
Atlas Management   0.4%
PPF Credit Strategies   0.9%
Credit Strategies   5.8%
ST Management   5.8%
ST Operating   5.8%
ST Capital   5.8%
ST Management Holdings   5.8%
A-N Credit   6.6%
A-N Credit Management   6.6%
ACM LLC   0.1%
ACCM LLC   0.1%
SA Management   0.2%
Capital Management   8.6%
Capital Management GP   8.6%
Management Holdings   8.6%
Management Holdings GP   8.6%

 

The percentages are based on 23,000,000 shares of Common Stock outstanding as of December 2, 2020, as disclosed in the Issuer’s Current Report on Form 8-K filed on that same date.

 

(c)Number of shares as to which the person has:

 

(i)Sole power to vote or to direct the vote:
0 for all Reporting Persons

 

Pages 21 of 26 

 

 

(ii)Shared power to vote or to direct the vote:

 

Atlas   99,371 
Atlas Management   99,371 
PPF Credit Strategies   196,136 
Credit Strategies   1,325,960 
ST Management   1,325,960 
ST Operating   1,325,960 
ST Capital   1,325,960 
ST Management Holdings   1,325,960 
A-N Credit   151,204 
A-N Credit Management   151,204 
ACM LLC   32,713 
ACCM LLC   32,713 
SA Management   51,227 
Capital Management   1,980,000 
Capital Management GP   1,980,000 
Management Holdings   1,980,000 
Management Holdings GP   1,980,000 

 

(iii)Sole power to dispose or to direct the disposition of:
0 for all Reporting Persons

 

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

 

Atlas   99,371 
Atlas Management   99,371 
PPF Credit Strategies   196,136 
Credit Strategies   1,325,960 
ST Management   1,325,960 
ST Operating   1,325,960 
ST Capital   1,325,960 
ST Management Holdings   1,325,960 
A-N Credit   151,204 
A-N Credit Management   151,204 
ACM LLC   32,713 
ACCM LLC   32,713 
SA Management   51,227 
Capital Management   1,980,000 
Capital Management GP   1,980,000 
Management Holdings   1,980,000 
Management Holdings GP   1,980,000 

 

Item 5.Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ]

 

Item 6.Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Pages 22 of 26 

 

 

Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

 

Item 8.Identification and Classification of Members of the Group.

Not applicable.

 

Item 9.Notice of Dissolution of Group.

Not applicable.

 

Item 10.Certification.

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

[The remainder of this page is intentionally left blank.]

 

Pages 23 of 26 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: December 11, 2020

 

  APOLLO ATLAS MASTER FUND, LLC
   
  By: Apollo Atlas Management, LLC,
    its investment manager
   
    By: /s/ Joseph D. Glatt
    Name: Joseph D. Glatt
    Title: Vice President
   
  APOLLO ATLAS MANAGEMENT, LLC
   
  By: Apollo Capital Management, L.P.,
    its sole member
   
    By: Apollo Capital Management GP, LLC,
      its general partner
   
      By: /s/ Joseph D. Glatt
      Name: Joseph D. Glatt
      Title: Vice President
   
  Apollo PPF Credit Strategies, LLC
   
  By: /s/ Joseph D. Glatt
  Name: Joseph D. Glatt
  Title: Vice President
   
   
  APOLLO CREDIT STRATEGIES MASTER FUND LTD.
   
  By: Apollo ST Fund Management LLC,
    its investment manager
   
    By: /s/ Joseph D. Glatt
    Name: Joseph D. Glatt
    Title: Vice President

 

Pages 24 of 26 

 

 

  APOLLO ST FUND MANAGEMENT LLC
   
  By: /s/ Joseph D. Glatt
  Name: Joseph D. Glatt
  Title: Vice President
   
  APOLLO ST OPERATING LP
   
  By: Apollo ST Capital LLC,
    its general partner
   
    By: /s/ Joseph D. Glatt
    Name: Joseph D. Glatt
    Title: Vice President
   
  APOLLO ST CAPITAL LLC
   
  By: /s/ Joseph D. Glatt
  Name: Joseph D. Glatt
  Title: Vice President
   
  ST MANAGEMENT HOLDINGS, LLC
   
  By: /s/ Joseph D. Glatt
  Name: Joseph D. Glatt
  Title: Vice President
   
  APOLLO A-N CREDIT FUND (DELAWARE), L.P.
   
  By: Apollo A-N Credit Management, LLC,
    its investment manager
   
    By: /s/ Joseph D. Glatt
    Name: Joseph D. Glatt
    Title: Vice President
   
  APOLLO A-N CREDIT MANAGEMENT, LLC
   
  By: /s/ Joseph D. Glatt
  Name: Joseph D. Glatt
  Title: Vice President
   
  APOLLO CREDIT MANAGEMENT, LLC
   
  By: Apollo Capital Credit Management, LLC,
    its sole member
   
    By: /s/ Joseph D. Glatt
    Name: Joseph D. Glatt
    Title: Vice President

 

Pages 25 of 26 

 

 

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

 

Pages 26 of 26