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 |
37,440
shares |
7 |
sole
dispositive power |
0
shares |
8 |
shared
dispositive power |
37,440
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
37,440
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 |
|
|
|
|
|
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 |
37,440
shares |
7 |
sole
dispositive power |
0
shares |
8 |
shared
dispositive power |
37,440
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
37,440
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 |
|
|
|
|
|
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 |
71,460
shares |
7 |
sole
dispositive power |
0
shares |
8 |
shared
dispositive power |
71,460
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
71,460
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
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 |
779,340
shares |
7 |
sole
dispositive power |
0
shares |
8 |
shared
dispositive power |
779,340
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
779,340
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) |
3.1% |
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 |
779,340
shares |
7 |
sole
dispositive power |
0
shares |
8 |
shared
dispositive power |
779,340
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
779,340
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) |
3.1% |
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 |
779,340
shares |
7 |
sole
dispositive power |
0
shares |
8 |
shared
dispositive power |
779,340
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
779,340
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) |
3.1% |
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 |
779,340
shares |
7 |
sole
dispositive power |
0
shares |
8 |
shared
dispositive power |
779,340
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
779,340
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) |
3.1% |
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 |
779,340
shares |
7 |
sole
dispositive power |
0
shares |
8 |
shared
dispositive power |
779,340
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
779,340
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) |
3.1% |
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 |
1,440,000
shares |
7 |
sole
dispositive power |
0
shares |
8 |
shared
dispositive power |
1,440,000
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
1,440,000
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) |
5.8% |
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 |
1,440,000
shares |
7 |
sole
dispositive power |
0
shares |
8 |
shared
dispositive power |
1,440,000
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
1,440,000
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) |
5.8% |
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 |
1,440,000
shares |
7 |
sole
dispositive power |
0
shares |
8 |
shared
dispositive power |
1,440,000
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
1,440,000
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) |
5.8% |
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 |
2,328,240
shares |
7 |
sole
dispositive power |
0
shares |
8 |
shared
dispositive power |
2,328,240
shares |
9 |
aggregate
amount beneficially owned by each reporting persony |
2,328,240
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) |
9.3% |
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 |
2,328,240
shares |
7 |
sole
dispositive power |
0
shares |
8 |
shared
dispositive power |
2,328,240
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
2,328,240
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) |
9.3% |
12 |
type
of reporting person (See Instructions) |
OO |
|
|
|
|
|
1 |
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
Apollo
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 |
2,328,240
shares |
7 |
sole
dispositive power |
0
shares |
8 |
shared
dispositive power |
2,328,240
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
2,328,240
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) |
9.3% |
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 |
2,328,240
shares |
7 |
sole
dispositive power |
0
shares |
8 |
shared
dispositive power |
2,328,240
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
2,328,240
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) |
9.3% |
12 |
type
of reporting person (See Instructions) |
OO |
|
|
|
|
|
| Item 1. | (a) |
Name of Issuer |
Healthwell Acquisition Corp.
I
| (b) | Address of Issuer’s Principal Executive Offices |
1001 Green Bay Rd. #227
Winnetka, IL 60093
| 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”); (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, and Credit Strategies each holds securities of the Issuer. A-N Credit no longer 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 and SPAC Management I GP, 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”).
42227R109
| 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 Reporting Persons in the aggregate beneficially own 2,328,240
shares of Class B Common Stock, which are convertible into Class A Common Stock on a one-for-one basis.
| (a) | Amount beneficially owned: |
Atlas |
37,440 |
|
Atlas Management |
37,440 |
|
PPF Credit Strategies |
71,460 |
|
Credit Strategies |
779,340 |
|
ST Management |
779,340 |
|
ST Operating |
779,340 |
|
ST Capital |
779,340 |
|
ST Management Holdings |
779,340 |
|
A-N Credit |
0 |
|
A-N Credit Management |
0 |
|
SPAC Fund I |
1,440,000 |
|
SPAC Management I |
1,440,000 |
|
SPAC Management I GP |
1,440,000 |
|
Capital Management |
2,328,240 |
|
Capital Management GP |
2,328,240 |
|
Management Holdings |
2,328,240 |
|
Management Holdings GP |
2,328,240 |
|
Atlas, PPF Credit Strategies, Credit Strategies, 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. A-N Credit, 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.
(b) Percent of class:
Atlas |
0.1% |
|
Atlas Management |
0.1% |
|
PPF Credit Strategies |
0.3% |
|
Credit Strategies |
3.1% |
|
ST Management |
3.1% |
|
ST Operating |
3.1% |
|
ST Capital |
3.1% |
|
ST Management Holdings |
3.1% |
|
A-N Credit |
0.0% |
|
A-N Credit Management |
0.0% |
|
SPAC Fund I |
5.8% |
|
SPAC Management I |
5.8% |
|
SPAC Management I GP |
5.8% |
|
Capital Management |
9.3% |
|
Capital Management GP |
9.3% |
|
Management Holdings |
9.3% |
|
Management Holdings GP |
9.3% |
|
The percentages are based on 25,000,000 shares of Class A Common Stock outstanding as of November 10, 2022, as disclosed in the Issuer’s
Quarterly Report on Form 10-Q filed on November 10, 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 |
37,440 |
|
Atlas Management |
37,440 |
|
PPF Credit Strategies |
71,460 |
|
Credit Strategies |
779,340 |
|
ST Management |
779,340 |
|
ST Operating |
779,340 |
|
ST Capital |
779,340 |
|
ST Management Holdings |
779,340 |
|
A-N Credit |
0 |
|
A-N Credit Management |
0 |
|
SPAC Fund I |
1,440,000 |
|
SPAC Management I |
1,440,000 |
|
SPAC Management I GP |
1,440,000 |
|
Capital Management |
2,328,240 |
|
Capital Management GP |
2,328,240 |
|
Management Holdings |
2,328,240 |
|
Management Holdings GP |
2,328,240 |
|
| (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 |
37,440 |
|
Atlas Management |
37,440 |
|
PPF Credit Strategies |
71,460 |
|
Credit Strategies |
779,340 |
|
ST Management |
779,340 |
|
ST Operating |
779,340 |
|
ST Capital |
779,340 |
|
ST Management Holdings |
779,340 |
|
A-N Credit |
0 |
|
A-N Credit Management |
0 |
|
SPAC Fund I |
1,440,000 |
|
SPAC Management I |
1,440,000 |
|
SPAC Management I GP |
1,440,000 |
|
Capital Management |
2,328,240 |
|
Capital Management GP |
2,328,240 |
|
Management Holdings |
2,328,240 |
|
Management Holdings GP |
2,328,240 |
|
| 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 |
|
|
|
|
|
|
APOLLO ST OPERATING LP |
|
|
|
|
|
|
By: |
Apollo ST Capital LLC, |
|
|
its general partner |
|
|
|
|
|
|
|
By: |
/s/ William Kuesel |
|
|
Name: |
William Kuesel |
|
|
Title: |
Vice President |
|
|
|
|
|
|
APOLLO ST CAPITAL LLC |
|
|
|
|
|
|
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 |