UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

SEC File Number: 001-40018
NOTIFICATION OF LATE FILING 

(Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D
  ☐ Form N-CEN ☐ Form N-CSR      
         
  For Period Ended: March 31, 2021    

 

  ☐ Transition Report on Form 10-K
  ☐ Transition Report on Form 20-F
  ☐ Transition Report on Form 11-K
  ☐ Transition Report on Form 10-Q
   
  For the Transition Period Ended:      
           

Read Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
 

 

PART I — REGISTRANT INFORMATION

 

Apollo Strategic Growth Capital II
Full Name of Registrant
 
 
Former Name if Applicable
 
9 West 57th Street, 43rd Floor
Address of Principal Executive Office (Street and Number)
 
New York, NY 10019
City, State and Zip Code

 

PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

(a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III — NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

   

 

 

The Registrant is unable to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 on a timely basis for the reasons described below.

 

Upon review of “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” promulgated by the U.S. Securities and Exchange Commission on April 12, 2021, the Registrant’s management further evaluated the accounting treatment for its outstanding warrants and concluded that the Registrant is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Registrant’s operating results for the current period and will revise its financial statements accordingly. The Registrant’s Form 10-Q will reflect the accounting for the Registrant’s warrants as a liability for the quarter ended March 31, 2021, and the Registrant will also update its audited balance sheet as of February 12, 2021, as reported in the Registrant’s Current Report on Form 8-K filed on February 18, 2021, in its Form 10-Q.

 

The Registrant is working diligently to complete its Form 10-Q as soon as possible; however, given the scope of the process for determining the appropriate treatment of the warrants in accordance with the SEC’s statement, the Registrant is unable to complete and file its Form 10-Q by the required due date of May 17, 2021 without unreasonable effort and expense. The Registrant anticipates that it will file its Form 10-Q within the five-day grace period provided by Exchange Act Rule 12b-25.

PART IV — OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification

 

 

James Crossen

 

(212)

 

515-3200

 

(Name)

 

(Area Code)

 

(Telephone Number)

 

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

   

Yes 

No 

 

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

   

Yes 

No 

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

   

 

 

Apollo Strategic Growth Capital II
(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date

05/17/2021

 

By

/s/ James Crossen

 
       

James Crossen

 
       

Chief Financial Officer

 

 

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

 

ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

 

   

 

 

 

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