Filed by Apollo Strategic Growth
Capital
Pursuant to Rule 425 under
the Securities Act of 1933, as amended,
and deemed filed pursuant to Rule 14a-12
under the
Securities Exchange Act of 1934,
as amended.
Subject Company: Apollo Strategic
Growth Capital
File No.: 001-39576
Date: January 6, 2022
Sanjay Patel, Chief Executive Officer and Director
of Apollo Strategic Growth Capital (“APSG”), provided the following quote to a reporter preparing a publication on corporate
travel, which is expected to be published on January 6, 2022:
“At Apollo, we’re big believers
in the recovery of best-in-class franchises across travel, hospitality, gaming and other COVID-impacted sectors. To that end, we’re
incredibly excited by Apollo Strategic Growth Capital’s pending combination with American Express Global Business Travel. It’s
a company with an incredible brand and strong management team that has attracted highly strategic investors including American Express,
Expedia, Zoom and Sabre. Throughout the pandemic, GBT continued to win new business while also pursuing an inorganic growth strategy that
included the acquisitions of Ovation and Egencia. We firmly believe it will continue to be a leader in an enduring corporate travel industry.”
Forward-Looking Statements
This communication contains certain “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and
Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained
in this communication, including market size and growth opportunities, are forward-looking statements. Some of these forward-looking statements
can be identified by the use of forward-looking words, including “anticipate,” “expect,” “suggests,”
“plan,” “believe,” “intend,” “estimates,” “targets,” “predicts,”
“projects,” “should,” “could,” “would,” “may,” “will,” “continue,”
“forecast” or other similar expressions. All forward-looking statements are based upon estimates and forecasts and reflect
the views, assumptions, expectations, and opinions of APSG as of the date of this communication, and may include, without limitation,
changes in general economic conditions as a result of COVID-19, all of which are accordingly subject to change. Any such estimates, assumptions,
expectations, forecasts, views or opinions set forth in this communication should be regarded as indicative, preliminary and for illustrative
purposes only and should not be relied upon as being necessarily indicative of future results.
The forward-looking statements contained in this
communication are subject to a number of factors, risks and uncertainties, some of which are not currently known to APSG and GBT JerseyCo
Limited (“GBT”). You should carefully consider the risks and uncertainties described in the “Risk Factors” section
of APSG’s registration statement on Form S-4 (file no. 333-261820), filed with the Securities and Exchange Commission (the
“SEC”) on December 21, 2021 (as amended from time to time, the “Registration Statement”). The Registration
Statement identifies and addresses other important risks and uncertainties that could cause actual events and results to differ materially
from expected results contained in the forward-looking statements.
Most of these factors are outside APSG’s
and GBT’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the
outcome of any legal proceedings that may be instituted against APSG or GBT following the announcement of the transaction; (2) the
inability to complete the proposed business combination between APSG and GBT (the “Business Combination”), including due to
the inability to concurrently close the Business Combination and the PIPE or due to failure to obtain approval of the shareholders of
APSG; (3) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete
regulatory reviews required to complete the Business Combination; (4) the risk that the Business Combination disrupts current plans
and operations as a result of the announcement and consummation of the Business Combination; (5) the inability to recognize the anticipated
benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to
grow and manage growth profitably, maintain relationships with customers and suppliers and retain key employees; (6) costs related
to the Business Combination; (7) changes in the applicable laws or regulations; (8) the possibility that the combined company
may be adversely affected by other economic, business, and/or competitive factors; (9) the impact of the global COVID-19 pandemic;
and (10) other risks and uncertainties described in the Registration Statement. APSG cautions that the foregoing list of factors
is not exclusive and not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither APSG
nor GBT undertakes or accepts any obligation to release publicly any updates or revisions to any forward-looking statements to reflect
any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, except as required
by law.
No Offer or Solicitation
This communication is for informational purposes
only and does not constitute an offer to sell or purchase, or a solicitation of an offer to sell, buy or subscribe for, any securities
in any jurisdiction, or a solicitation of any proxy, vote, consent or approval relating to the Business Combination or otherwise in any
jurisdiction, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities laws of any such jurisdictions.
Additional Information and Where to Find It
In connection with the proposed Business Combination,
APSG has filed with the SEC the Registration Statement, containing a preliminary prospectus and a preliminary proxy statement, and, after
the Registration Statement is declared effective, APSG will mail a definitive proxy statement/prospectus relating to the proposed Business
Combination to its shareholders. This communication does not contain all the information that should be considered concerning the proposed
Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business
Combination. APSG’s shareholders and other interested persons are advised to read the Registration Statement, including
the preliminary proxy statement/prospectus, and the amendments thereto, and, when available, the definitive proxy statement/prospectus
and other documents filed in connection with the proposed Business Combination, as these materials contain, or will contain, important
information about GBT, APSG and the proposed Business Combination. When available, the definitive proxy statement/prospectus
and other relevant materials for the proposed Business Combination will be mailed to shareholders of APSG as of a record date to be established
for voting on the proposed Business Combination. Such shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus,
the definitive proxy statement/prospectus and other documents filed with the SEC, without charge, when available, at the SEC’s website
at www.sec.gov, or by directing a request to Apollo Strategic Growth Capital, 9 West 57th Street, 43rd Floor, New York, NY 10019, Attention:
James Crossen, (212) 515-3200.
Participants in the Solicitation
APSG, GBT and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from the shareholders of APSG with respect to the Business Combination.
Information regarding APSG’s and GBT’s respective directors and executive officers is contained in the Registration Statement.
Free copies of the Registration Statement may be obtained as described in the preceding paragraph.
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