UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Securities registered pursuant to Section 12(b) of the Act: None
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.02. Unregistered Sale of Equity Securities
On August 6, 2025, Apollo Origination II (UL) Capital Trust (the “Company”) issued unregistered common shares of beneficial interest in the Company, par value $0.001 (the “Shares”), to certain investors pursuant to capital drawdown notices issued by the Company and sent to each of such investors. The offer and sale of the Shares was exempt from the registration provisions of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act, Regulation D thereunder, and/or Regulation S thereunder. The following table details the amount of Shares sold and consideration therefor:
| Date of Unregistered Sale |
Amount of Shares | Consideration | ||||||
| August 6, 2025 |
570,342 | $ | 15,000,000 | |||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| APOLLO ORIGINATION II (UL) CAPITAL TRUST | ||||||
| Date: August 8, 2025 | ||||||
| By: | /s/ Kristin M. Hester | |||||
| Name: | Kristin M. Hester | |||||
| Title: | Chief Legal Officer and Secretary | |||||
Document and Entity Information |
Aug. 06, 2025 |
|---|---|
| Cover [Abstract] | |
| Entity Address, State or Province | NY |
| Amendment Flag | false |
| Entity Central Index Key | 0002052153 |
| Document Type | 8-K |
| Document Period End Date | Aug. 06, 2025 |
| Entity Registrant Name | Apollo Origination II (UL) Capital Trust |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 000-56723 |
| Entity Tax Identification Number | 36-6481177 |
| Entity Address, Address Line One | 9 West 57th Street |
| Entity Address, City or Town | New York |
| Entity Address, Postal Zip Code | 10019 |
| City Area Code | (212) |
| Local Phone Number | 515-3450 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | true |
| Entity Ex Transition Period | false |