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

 

SCHEDULE 13G

(Amendment No. 1)*

 

Under the Securities Exchange Act of 1934

 

First Light Acquisition Group, Inc.

(Name of Issuer)
 

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)
 

320703101

(CUSIP Number)
 
September 16, 2022
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

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).

 

 

 

 

 

CUSIP No. 320703101  

 

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  
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)            ¨
11  percent of class represented by amount in row (9)
0.0%
12  type of reporting person (See Instructions)
OO
           

 

2

 

CUSIP No. 320703101  

  

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  
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)             ¨
11  percent of class represented by amount in row (9)
0.0%
12  type of reporting person (See Instructions)
OO
           

 

3

 

CUSIP No. 320703101  

  

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  
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)             ¨
11  percent of class represented by amount in row (9)
0.0%
12  type of reporting person (See Instructions)
OO
           

4

 

CUSIP No. 320703101  

 

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  
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)             ¨
11  percent of class represented by amount in row (9)
0.0%
12  type of reporting person (See Instructions)
CO
           

5

 

CUSIP No. 320703101  

 

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  
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)             ¨
11  percent of class represented by amount in row (9)
0.0%
12  type of reporting person (See Instructions)
OO
           

6

 

CUSIP No. 320703101  

 

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
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)             ¨
11 percent of class represented by amount in row (9)
0.0%
12 type of reporting person (See Instructions)
PN
           

7

 

CUSIP No. 320703101  

 

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
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)             ¨
11 percent of class represented by amount in row (9)
0.0%
12 type of reporting person (See Instructions)
OO
           

8

 

CUSIP No. 320703101  

 

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
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)             ¨
11 percent of class represented by amount in row (9)
0.0%
12 type of reporting person (See Instructions)
OO
           

9

 

CUSIP No. 320703101  

 

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)      ¨
11  percent of class represented by amount in row (9)
0.0%
12  type of reporting person (See Instructions)
PN
           

10

 

CUSIP No. 320703101  

 

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)       ¨
11  percent of class represented by amount in row (9)
0.0%
12  type of reporting person (See Instructions)
OO
           

11

 

CUSIP No. 320703101  

 

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
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)       ¨
11  percent of class represented by amount in row (9)
0.0%
12  type of reporting person (See Instructions)
PN
           

12

 

CUSIP No. 320703101  

  

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  
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)             ¨
11  percent of class represented by amount in row (9)
0.0%
12  type of reporting person (See Instructions)
PN
           

 

13

 

CUSIP No. 320703101  

 

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  
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)        ¨
11  percent of class represented by amount in row (9)
0.0%
12  type of reporting person (See Instructions)
OO
           

 

14

 

CUSIP No. 320703101  

 

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  
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)         ¨
11  percent of class represented by amount in row (9)
0.0%
12  type of reporting person (See Instructions)
PN
           

 

15

 

CUSIP No. 320703101  

  

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
 
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  
sole dispositive power  
0 shares  
shared dispositive power  
0 shares  
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)      ¨  
11  percent of class represented by amount in row (9)
0.0%
12  type of reporting person (See Instructions)
OO
           

 

16

 

CUSIP No. 320703101  

 

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
 
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)      ¨  
11  percent of class represented by amount in row (9)
0.0%
12  type of reporting person (See Instructions)
PN
           

 

17

 

CUSIP No. 320703101  

  

1 Name of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo Management Holdings GP, LLC
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)        ¨  
11  percent of class represented by amount in row (9)
0.0%
12  type of reporting person (See Instructions)
OO
           

 

18

 

Item 1. (a) Name of Issuer

 

First Light Acquisition Group, Inc.

 

(b)Address of Issuer’s Principal Executive Offices

 

11110 Sunset Hills Road #2278

Reston, VA 20190

 

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 held securities of the Issuer.

 

Atlas Management serves as the investment manager of Atlas. Credit Strategies is the sole member 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.

 

19

 

(c)Citizenship

 

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”).

 

  (e) CUSIP Number

 

320703101

 

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.

 

Item 4.Ownership.

 

Unless indicated otherwise, the number of shares of Common Stock reported as beneficially owned in this Schedule 13G/A is as of the date hereof. As of September 16, 2022, the reporting persons beneficially owned an aggregate of 1,188,000 shares of Common Stock. On September 16, 2022, the Issuer filed its Current Report on Form 8-K reporting the results of a special meeting of stockholders, at which the Issuer’s stockholders elected to redeem 18,871,976 shares of Common Stock. 

 

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-half 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 13, 2021 (the “Prospectus”). Each warrant will become exercisable 30 days after the completion of the Issuer’s Initial Business Combination 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 share of Common Stock.

 

(a)       Amount beneficially owned:

 

Atlas   0 
Atlas Management   0 
PPF Credit Strategies   0 
Credit Strategies   0 
ST Management   0 
ST Operating   0 
ST Capital   0 
ST Management Holdings   0 
A-N Credit   0 
A-N Credit Management   0 
SPAC Fund I   0 
SPAC Management I   0 
SPAC Management I GP   0 
Capital Management   0 
Capital Management GP   0 
Management Holdings   0 
Management Holdings GP   0 

 

20

 

The Reporting Persons, 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 other than the shares of Common Stock held of record by such Reporting Persons, 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   0.0%
Atlas Management   0.0%
PPF Credit Strategies   0.0%
Credit Strategies   0.0%
ST Management   0.0%
ST Operating   0.0%
ST Capital   0.0%
ST Management Holdings   0.0%
A-N Credit   0.0%
A-N Credit Management   0.0%
SPAC Fund I   0.0%
SPAC Management I   0.0%
SPAC Management I GP   0.0%
Capital Management   0.0%
Capital Management GP   0.0%
Management Holdings   0.0%
Management Holdings GP   0.0%

 

The percentages are based on 4,128,024 shares of Common Stock outstanding as of September 13, 2022, as disclosed in the Issuer’s Current Report on Form 8-K filed on September 16, 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

 

21

  

(ii)Shared power to vote or to direct the vote:

 

Atlas   0 
Atlas Management   0 
PPF Credit Strategies   0 
Credit Strategies   0 
ST Management   0 
ST Operating   0 
ST Capital   0 
ST Management Holdings   0 
A-N Credit   0 
A-N Credit Management   0 
SPAC Fund I   0 
SPAC Management I   0 
SPAC Management I GP   0 
Capital Management   0 
Capital Management GP   0 
Management Holdings   0 
Management Holdings GP   0 

 

(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   0 
Atlas Management   0 
PPF Credit Strategies   0 
Credit Strategies   0 
ST Management   0 
ST Operating   0 
ST Capital   0 
ST Management Holdings   0 
A-N Credit   0 
A-N Credit Management   0 
SPAC Fund I   0 
SPAC Management I   0 
SPAC Management I GP   0 
Capital Management   0 
Capital Management GP   0 
Management Holdings   0 
Management Holdings GP   0 

 

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: x

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

22

 

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.

 

Item 10.Certification.

 

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.

 

[The remainder of this page is intentionally left blank.]

 

23

 

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: October 18, 2022

 

 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 Credit Strategies Master Fund Ltd.,
  its sole member
   
  By: Apollo ST Fund Management LLC,
    its investment manager

 

      By: /s/ William Kuesel
      Name: William Kuesel
      Title: Vice President

 

1

 

  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/ John Suydam
    Name: John Suydam
    Title: Vice President

 

  APOLLO ST CAPITAL LLC
   
  By: /s/ John Suydam
  Name: John Suydam
  Title: Vice President

 

  ST MANAGEMENT HOLDINGS, LLC
   
  By: /s/ John Suydam
  Name: John Suydam
  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

 

2

 

  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

 

3

 

  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

 

4