(Amendment No. 1)*
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
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).
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 |
|
99,661
shares |
|
7 |
sole
dispositive power |
|
0
shares |
|
8 |
shared
dispositive power |
|
99,661
shares |
|
9 |
aggregate
amount beneficially owned by each reporting person |
99,661
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) |
0.3% |
12 |
type
of reporting person (See Instructions) |
OO |
|
|
|
|
|
|
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 |
|
99,661
shares |
|
7 |
sole
dispositive power |
|
0
shares |
|
8 |
shared
dispositive power |
|
99,661
shares |
|
9 |
aggregate
amount beneficially owned by each reporting person |
99,661
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) |
0.3% |
12 |
type
of reporting person (See Instructions) |
OO |
|
|
|
|
|
|
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 |
|
187,243
shares |
|
7 |
sole
dispositive power |
|
0
shares |
|
8 |
shared
dispositive power |
|
187,243
shares |
|
9 |
aggregate
amount beneficially owned by each reporting person |
187,243
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) |
0.5% |
12 |
type
of reporting person (See Instructions) |
OO |
|
|
|
|
|
|
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 |
|
2,183,096
shares |
|
7 |
sole
dispositive power |
|
0
shares |
|
8 |
shared
dispositive power |
|
2,183,096
shares |
|
9 |
aggregate
amount beneficially owned by each reporting person |
2,183,096
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) |
6.4% |
12 |
type
of reporting person (See Instructions) |
CO |
|
|
|
|
|
|
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 |
|
2,183,096
shares |
|
7 |
sole
dispositive power |
|
0
shares |
|
8 |
shared
dispositive power |
|
2,183,096
shares |
|
9 |
aggregate
amount beneficially owned by each reporting person |
2,183,096
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) |
6.4% |
12 |
type
of reporting person (See Instructions) |
OO |
|
|
|
|
|
|
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 |
|
2,183,096
shares |
|
7 |
sole
dispositive power |
|
0
shares |
|
8 |
shared
dispositive power |
|
2,183,096
shares |
|
9 |
aggregate
amount beneficially owned by each reporting person |
2,183,096
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) |
6.4% |
12 |
type
of reporting person (See Instructions) |
PN |
|
|
|
|
|
|
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 |
|
2,183,096
shares |
|
7 |
sole
dispositive power |
|
0
shares |
|
8 |
shared
dispositive power |
|
2,183,096
shares |
|
9 |
aggregate
amount beneficially owned by each reporting person |
2,183,096
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) |
6.4% |
12 |
type
of reporting person (See Instructions) |
OO |
|
|
|
|
|
|
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 |
|
2,183,096
shares |
|
7 |
sole
dispositive power |
|
0
shares |
|
8 |
shared
dispositive power |
|
2,183,096
shares |
|
9 |
aggregate
amount beneficially owned by each reporting person |
2,183,096
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) |
6.4% |
12 |
type
of reporting person (See Instructions) |
OO |
|
|
|
|
|
|
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 |
|
0
shares |
|
7 |
sole
dispositive power |
|
0
shares |
|
8 |
shared
dispositive power |
|
0
shares |
|
9 |
aggregate
amount beneficially owned by each reporting person |
0 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) |
0.0% |
12 |
type
of reporting person (See Instructions) |
PN |
|
|
|
|
|
|
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 |
|
0 shares |
|
7 |
sole
dispositive power |
|
0
shares |
|
8 |
shared
dispositive power |
|
0 shares |
|
9 |
aggregate
amount beneficially owned by each reporting person |
0 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) |
0.0% |
12 |
type
of reporting person (See Instructions) |
OO |
|
|
|
|
|
|
1 |
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
Apollo SPAC Fund I, 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 |
Cayman Islands |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
|
0
shares |
|
6 |
shared
voting power |
|
500,000 shares |
|
7 |
sole
dispositive power |
|
0
shares |
|
8 |
shared
dispositive power |
|
500,000 shares |
|
9 |
aggregate
amount beneficially owned by each reporting person |
500,000 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) |
1.5% |
12 |
type
of reporting person (See Instructions) |
PN |
|
|
|
|
|
|
1 |
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
Apollo SPAC Management I, 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 |
|
500,000 shares |
|
7 |
sole
dispositive power |
|
0
shares |
|
8 |
shared
dispositive power |
|
500,000 shares |
|
9 |
aggregate
amount beneficially owned by each reporting person |
500,000 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) |
1.5% |
12 |
type
of reporting person (See Instructions) |
PN |
|
|
|
|
|
|
1 |
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
Apollo SPAC Management I 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 |
|
500,000 shares |
|
7 |
sole
dispositive power |
|
0
shares |
|
8 |
shared
dispositive power |
|
500,000 shares |
|
9 |
aggregate
amount beneficially owned by each reporting person |
500,000 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) |
1.5% |
12 |
type
of reporting person (See Instructions) |
OO |
|
|
|
|
|
|
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 |
|
2,970,000 shares |
|
7 |
sole
dispositive power |
|
0
shares |
|
8 |
shared
dispositive power |
|
2,970,000 shares |
|
9 |
aggregate
amount beneficially owned by each reporting personY |
2,970,000 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) |
8.7% |
12 |
type
of reporting person (See Instructions) |
PN |
|
|
|
|
|
|
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 |
|
2,970,000
shares |
|
7 |
sole
dispositive power |
|
0
shares |
|
8 |
shared
dispositive power |
|
2,970,000
shares |
|
9 |
aggregate
amount beneficially owned by each reporting person |
2,970,000
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) |
8.7% |
12 |
type
of reporting person (See Instructions) |
OO |
|
|
|
|
|
|
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 |
|
2,970,000
shares |
|
7 |
sole
dispositive power |
|
0
shares |
|
8 |
shared
dispositive power |
|
2,970,000
shares |
|
9 |
aggregate
amount beneficially owned by each reporting person |
2,970,000
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) |
8.7% |
12 |
type
of reporting person (See Instructions) |
PN |
|
|
|
|
|
|
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 |
|
2,970,000
shares |
|
7 |
sole
dispositive power |
|
0
shares |
|
8 |
shared
dispositive power |
|
2,970,000
shares |
|
9 |
aggregate
amount beneficially owned by each reporting person |
2,970,000
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) |
8.7% |
12 |
type
of reporting person (See Instructions) |
OO |
|
|
|
|
|
|
Item 1. |
(a) |
Name of Issuer |
Hennessy
Capital Investment Corp. VI
| (b) | Address
of Issuer’s Principal Executive Offices |
3415 N.
Pines Way, Suite 204
Wilson, Wyoming 83014
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 SPAC Fund I, L.P. (“SPAC Fund I”); (xii) Apollo SPAC Management I, L.P. (“SPAC Management I”); (xiii)
Apollo SPAC Management I GP, LLC (“SPAC Management I GP”); (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.”
SPAC
Fund I, Atlas, PPF Credit Strategies, Credit Strategies and A-N Credit each holds securities of the Issuer.
Atlas Management serves as the investment manager of Atlas. Apollo
PPF Credit Strategies Management, LLC serves as the investment manager 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.
SPAC Management I serves as the investment manager for SPAC Fund I. The general partner of SPAC Management I is SPAC Management I GP.
Capital
Management serves as the sole member of Atlas Management, A-N Credit Management, SPAC Management I GP, and SA Management, and
as the sole member and manager of ST Management Holdings. 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.
| (b) | Address
of Principal Business Office or, if none, Residence |
The principal office
of each of Atlas, PPF Credit Strategies, A-N Credit, and SPAC Fund I 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, SPAC Management I, SPAC Management I GP, Capital Management, Capital Management GP, Management Holdings,
and Management Holdings GP is 9 W. 57th Street, 43rd Floor, New York, New York 10019.
Atlas and Credit
Strategies are each an exempted company incorporated in the Cayman Islands with limited liability. SPAC Fund I is a Cayman Islands exempted
limited partnership. Atlas Management, PPF Credit Strategies, ST Management, ST Capital, ST Management Holdings, A-N Credit Management,
SPAC Management I GP, Capital Management GP, and Management Holdings GP are each a Delaware limited liability company. ST Operating,
A-N Credit, SPAC Management I, Capital Management, and Management Holdings are each a Delaware limited partnership.
| (d) | Title of Class of Securities |
Class A common stock,
par value $0.0001 per share (the “Common Stock”).
42600H108
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.
Beneficial ownership information is reported
as of December 31, 2022. The Common Stock reported herein are held in the form of units (the “Units”). Each Unit consists
of one share of Common Stock and one-third of one redeemable warrant. Each whole redeemable warrant entitles the holder thereof to purchase
one share of Common Stock upon the consummation of the Issuer’s initial business combination (“Initial Business Combination”),
as described in more detail in the Issuer’s Prospectus filed with the SEC on September 30, 2021 (the “Prospectus”).
Each warrant will become exercisable on the later of 30 days after the completion of the Issuer’s Initial Business Combination and
12 months from the effective date of the Prospectus, and will expire five years after the completion of the Issuer’s Initial Business
Combination or earlier upon redemption or liquidation. In accordance with Rule 13d-3(d)(1) regarding securities which represent a right
to acquire an underlying security, each Unit has been reported herein as representing the beneficial ownership of one (1) share of Common
Stock.
| (a) | Amount beneficially owned: |
Atlas |
99,661 |
Atlas Management |
99,661 |
PPF Credit Strategies |
187,243 |
Credit Strategies |
2,183,096 |
ST Management |
2,183,096 |
ST Operating |
2,183,096 |
ST Capital |
2,183,096 |
ST Management Holdings |
2,183,096 |
A-N Credit |
0 |
A-N Credit Management |
0 |
SPAC Fund I |
500,000 |
SPAC Management I |
500,000 |
SPAC Management I GP |
500,000 |
Capital Management |
2,970,000 |
Capital Management GP |
2,970,000 |
Management Holdings |
2,970,000 |
Management Holdings GP |
2,970,000 |
Atlas, PPF Credit Strategies, Credit
Strategies, A-N Credit, and SPAC Fund I each disclaims beneficial ownership of all shares of 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, SPAC Management I, SPAC Management I GP, Capital Management, Capital Management GP, Management Holdings
and Management Holdings GP, and Messrs. Scott Kleinman, James Zelter and Marc Rowan, the managers, as well as executive officers,
of Management Holdings GP, each disclaims 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.
Atlas |
0.3% |
Atlas Management |
0.3% |
PPF Credit Strategies |
0.5% |
Credit Strategies |
6.4% |
ST Management |
6.4% |
ST Operating |
6.4% |
ST Capital |
6.4% |
ST Management Holdings |
6.4% |
A-N Credit |
0.0% |
A-N Credit Management |
0.0% |
SPAC Fund I |
1.5% |
SPAC Management I |
1.5% |
SPAC Management I GP |
1.5% |
Capital Management |
8.7% |
Capital Management GP |
8.7% |
Management Holdings |
8.7% |
Management Holdings GP |
8.7% |
The percentages are based on 34,092,954
shares of Common Stock outstanding as of November 7, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed on November
8, 2022.
| (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 |
| (ii) | Shared power to vote or to direct the vote: |
Atlas |
99,661 |
Atlas Management |
99,661 |
PPF Credit Strategies |
187,243 |
Credit Strategies |
2,183,096 |
ST Management |
2,183,096 |
ST Operating |
2,183,096 |
ST Capital |
2,183,096 |
ST Management Holdings |
2,183,096 |
A-N Credit |
0 |
A-N Credit Management |
0 |
SPAC Fund I |
500,000 |
SPAC Management I |
500,000 |
SPAC Management I GP |
500,000 |
Capital Management |
2,970,000 |
Capital Management GP |
2,970,000 |
Management Holdings |
2,970,000 |
Management Holdings GP |
2,970,000 |
| (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 |
99,661 |
Atlas Management |
99,661 |
PPF Credit Strategies |
187,243 |
Credit Strategies |
2,183,096 |
ST Management |
2,183,096 |
ST Operating |
2,183,096 |
ST Capital |
2,183,096 |
ST Management Holdings |
2,183,096 |
A-N Credit |
0 |
A-N Credit Management |
0 |
SPAC Fund I |
500,000 |
SPAC Management I |
500,000 |
SPAC Management I GP |
500,000 |
Capital Management |
2,970,000 |
Capital Management GP |
2,970,000 |
Management Holdings |
2,970,000 |
Management Holdings GP |
2,970,000 |
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.
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.
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, other than activities solely in connection with
a nomination under § 240.14a-11.
[The remainder of this
page is intentionally left blank.]
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: February 13, 2023
|
APOLLO ATLAS MASTER FUND, LLC |
| By: | Apollo Atlas Management, LLC, |
| | its investment manager |
|
By: |
/s/ William Kuesel |
|
Name: |
William Kuesel |
|
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/ William Kuesel |
|
Name: |
William Kuesel |
|
Title: |
Vice President |
|
Apollo
PPF Credit Strategies, LLC |
| By: | Apollo PPF Credit Strategies Management, LLC, |
| | its investment manager |
|
By: |
/s/ William Kuesel |
|
Name: |
William Kuesel |
|
Title: |
Vice President |
|
APOLLO CREDIT STRATEGIES MASTER FUND LTD. |
| By: | Apollo ST Fund Management LLC, |
| | its investment manager |
|
By: |
/s/ William Kuesel |
|
Name: |
William Kuesel |
|
Title: |
Vice President |
|
APOLLO ST FUND MANAGEMENT LLC |
|
By: |
/s/ William Kuesel |
|
Name: |
William Kuesel |
|
Title: |
Vice President |
| By: | Apollo ST Capital LLC, |
| | its general partner |
|
By: |
/s/ William Kuesel |
|
Name: |
William Kuesel |
|
Title: |
Vice President |
|
By: |
/s/ William Kuesel |
|
Name: |
William Kuesel |
|
Title: |
Vice President |
|
ST MANAGEMENT HOLDINGS, LLC |
|
By: |
/s/ William Kuesel |
|
Name: |
William Kuesel |
|
Title: |
Vice President |
|
APOLLO A-N CREDIT FUND (DELAWARE), L.P. |
| By: | Apollo A-N Credit Management, LLC, |
| | its investment manager |
|
By: |
/s/ William Kuesel |
|
Name: |
William Kuesel |
|
Title: |
Vice President |
|
APOLLO A-N CREDIT MANAGEMENT, LLC |
|
By: |
/s/ William Kuesel |
|
Name: |
William Kuesel |
|
Title: |
Vice President |
|
APOLLO SPAC FUND I, L.P. |
|
|
|
By: |
Apollo SPAC Management I, L.P., |
|
|
its investment manager |
|
|
By: |
Apollo SPAC Management I GP, LLC, |
|
|
|
its general partner |
|
|
|
By: |
/s/ William Kuesel |
|
|
|
Name: |
William Kuesel |
|
|
|
Title: |
Vice President |
|
|
|
APOLLO SPAC MANAGEMENT I, L.P. |
|
|
|
By: |
Apollo SPAC Management I GP, LLC, |
|
|
its general partner |
|
|
By: |
/s/ William Kuesel |
|
|
Name: |
William Kuesel |
|
|
Title: |
Vice President |
|
APOLLO SPAC MANAGEMENT I GP, LLC |
|
|
|
By: |
/s/ William Kuesel |
|
Name: |
William Kuesel |
|
Title: |
Vice President |
|
APOLLO CAPITAL MANAGEMENT, L.P. |
|
|
|
By: |
Apollo Capital Management GP, LLC, |
|
|
its general partner |
|
|
By: |
/s/ William Kuesel |
|
|
Name: |
William Kuesel |
|
|
Title: |
Vice President |
|
APOLLO CAPITAL MANAGEMENT GP, LLC |
|
|
|
By: |
/s/ William Kuesel |
|
Name: |
William Kuesel |
|
Title: |
Vice President |
|
APOLLO MANAGEMENT HOLDINGS, L.P. |
|
|
|
By: |
Apollo Management Holdings GP, LLC, |
|
|
its general partner |
|
|
|
|
By: |
/s/ William Kuesel |
|
|
Name: |
William Kuesel |
|
|
Title: |
Vice President |
|
|
|
APOLLO MANAGEMENT HOLDINGS GP, LLC |
|
|
|
By: |
/s/ William Kuesel |
|
Name: William Kuesel |
|
Title: Vice President |