Sec Form 13G Filing - Apollo Management Holdings GP LLC filing for PROJECT ENERGY REIMAGINED ACQ. (PEGR) - 2021-11-12

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

(Amendment No.      )*

 

Under the Securities Exchange Act of 1934

 

Project Energy Reimagined Acquisition Corp.
(Name of Issuer)
 
Class A ordinary share, par value $0.0001 per share
(Title of Class of Securities)
 
G72556122**
(CUSIP Number)
 
November 2, 2021
(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.

 

** Reflects the CUSIP number for the Issuers Units, each consisting of one share of Class A ordinary share and one-half of one redeemable warrant (the Units).

 

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. G72556122    

 

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

 

81,015 shares

 

7

sole dispositive power

 

0 shares

 

8

shared dispositive power

 

81,015 shares

 

9

aggregate amount beneficially owned by each reporting person

 

81,015 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

 

 

  2 

 

 

CUSIP No. G72556122    

 

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

 

81,015 shares

 

7

sole dispositive power

 

0 shares

 

8

shared dispositive power

 

81,015 shares

 

9

aggregate amount beneficially owned by each reporting person

 

81,015 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

 

 

  3 

 

 

CUSIP No. G72556122    

 

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

 

201,473 shares

 

7

sole dispositive power

 

0 shares

 

8

shared dispositive power

 

201,473 shares

 

9

aggregate amount beneficially owned by each reporting person

 

201,473 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)

 

0.8%

 

12

type of reporting person (See Instructions)

 

OO

 

 

  4 

 

 

CUSIP No. G72556122    

 

1

Name of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

Apollo PPF Credit Strategies 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

 

201,473 shares

 

7

sole dispositive power

 

0 shares

 

8

shared dispositive power

 

201,473 shares

 

9

aggregate amount beneficially owned by each reporting person

 

201,473 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)

 

0.8%

 

12

type of reporting person (See Instructions)

 

OO

 

 

  5 

 

 

 

CUSIP No. G72556122    

 

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

 

1,587,218 shares

 

7

sole dispositive power

 

0 shares

 

8

shared dispositive power

 

1,587,218 shares

 

9

aggregate amount beneficially owned by each reporting person

 

1,587,218 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)

 

6.3%

 

12

type of reporting person (See Instructions)

 

CO

 

 

  6 

 

 

CUSIP No. G72556122    

 

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

 

1,587,218 shares

 

7

sole dispositive power

 

0 shares

 

8

shared dispositive power

 

1,587,218 shares

 

9

aggregate amount beneficially owned by each reporting person

 

1,587,218 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)

 

6.3%

 

12

type of reporting person (See Instructions)

 

OO

 

 

  7 

 

 

CUSIP No. G72556122    

 

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

 

1,587,218 shares

 

7

sole dispositive power

 

0 shares

 

8

shared dispositive power

 

1,587,218 shares

 

9

aggregate amount beneficially owned by each reporting person

 

1,587,218 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)

 

6.3%

 

12

type of reporting person (See Instructions)

 

PN

 

 

  8 

 

 

CUSIP No. G72556122    

 

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

 

1,587,218 shares

 

7

sole dispositive power

 

0 shares

 

8

shared dispositive power

 

1,587,218 shares

 

9

aggregate amount beneficially owned by each reporting person

 

1,587,218 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)

 

6.3%

 

12

type of reporting person (See Instructions)

 

OO

 

 

  9 

 

 

CUSIP No. G72556122    

 

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

 

1,587,218 shares

 

7

sole dispositive power

 

0 shares

 

8

shared dispositive power

 

1,587,218 shares

 

9

aggregate amount beneficially owned by each reporting person

 

1,587,218 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)

 

6.3%

 

12

type of reporting person (See Instructions)

 

OO

 

 

  10 

 

 

 

CUSIP No. G72556122  

 

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

 

110,294 shares

 
7

sole dispositive power

 

0 shares

 
8

shared dispositive power

 

110,294 shares

 

9

aggregate amount beneficially owned by each reporting person

 

110,294 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)

 

0.4%

 
12

type of reporting person (See Instructions)

 

PN

 

 

  11 

 

 

CUSIP No. G72556122  

 

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

 

110,294 shares

 
7

sole dispositive power

 

0 shares

 
8

shared dispositive power

 

110,294 shares

 

9

aggregate amount beneficially owned by each reporting person

 

110,294 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)

 

0.4%

 

12

type of reporting person (See Instructions)

 

OO

 

  

  12 

 

 

CUSIP No. G72556122  

 

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

 

495,000 shares

 
7

sole dispositive power

 

0 shares

 
8

shared dispositive power

 

495,000 shares

 

9

aggregate amount beneficially owned by each reporting person

 

495,000 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)

 

2.0%

 
12

type of reporting person (See Instructions)

 

PN

 

 

  13 

 

 

CUSIP No. G72556122  

 

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

 

495,000 shares

 
7

sole dispositive power

 

0 shares

 
8

shared dispositive power

 

495,000 shares

 

9

aggregate amount beneficially owned by each reporting person

 

495,000 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)

 

2.0%

 

12

type of reporting person (See Instructions)

 

PN

 

 

  

  14 

 

 

CUSIP No. G72556122  

 

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

 

495,000 shares

 
7

sole dispositive power

 

0 shares

 
8

shared dispositive power

 

495,000 shares

 

9

aggregate amount beneficially owned by each reporting person

 

495,000 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)

 

2.0%

 
12

type of reporting person (See Instructions)

 

OO

 

 

  15 

 

  

 

 

CUSIP No. G72556122    

 

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

 

2,475,000 shares

 

7

sole dispositive power

 

0 shares

 

8

shared dispositive power

 

2,475,000 shares

 

9

aggregate amount beneficially owned by each reporting person

 

2,475,000 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)

 

9.9%

 

12

type of reporting person (See Instructions)

 

PN

 

 

  16 

 

 

CUSIP No. G72556122    

 

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

 

2,475,000 shares

 

7

sole dispositive power

 

0 shares

 

8

shared dispositive power

 

2,475,000 shares

 

9

aggregate amount beneficially owned by each reporting person

 

2,475,000 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)

 

9.9%

 

12

type of reporting person (See Instructions)

 

OO

 

 

  17 

 

 

CUSIP No. G72556122    

 

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

 

2,475,000 shares

 

7

sole dispositive power

 

0 shares

 

8

shared dispositive power

 

2,475,000 shares

 

9

aggregate amount beneficially owned by each reporting person

 

2,475,000 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)

 

9.9%

 

12

type of reporting person (See Instructions)

 

PN

 

 

  18 

 

 

CUSIP No. G72556122    

 

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

 

2,475,000 shares

 

7

sole dispositive power

 

0 shares

 

8

shared dispositive power

 

2,475,000 shares

 

9

aggregate amount beneficially owned by each reporting person

 

2,475,000 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)

 

9.9%

 

12

type of reporting person (See Instructions)

 

OO

 

 

  19 

 

 

Item 1.(a) Name of Issuer
    
   Project Energy Reimagined Acquisition Corp.

  

(b)Address of Issuer’s Principal Executive Offices
   
  3 Lagoon Drive, Suite 170
  Redwood City, CA 94065

  

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 PPF Credit Strategies Management, LLC (“PPF Management”); (v) Apollo Credit Strategies Master Fund Ltd. (“Credit Strategies”); (vi) Apollo ST Fund Management LLC (“ST Management”); (vii) Apollo ST Operating LP (“ST Operating”); (viii) Apollo ST Capital LLC (“ST Capital”); (ix) ST Management Holdings, LLC (“ST Management Holdings”); (x) Apollo A-N Credit Fund (Delaware), L.P. (“A-N Credit”); (xi) Apollo A-N Credit Management, LLC (“A-N Credit Management”); (xii) Apollo SPAC Fund I, L.P. (“SPAC Fund I”); (xiii) Apollo SPAC Management I, L.P. (“SPAC Management I”); (xiv) Apollo SPAC Management I GP, LLC (“SPAC Management I GP”); (xv) Apollo Capital Management, L.P. (“Capital Management”); (xvi) Apollo Capital Management GP, LLC (“Capital Management GP”); (xvii) Apollo Management Holdings, L.P. (“Management Holdings”); and (xviii) 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. PPF Management 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, PPF 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, PPF 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.

 

  20 

 

 

(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 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 ordinary share, par value $0.0001 per share (the “Common Stock”).

 

(e)CUSIP Number

 

G72556122 (Reflects the CUSIP number for the Issuer’s Units, each consisting of one share of Class A ordinary share and one-half of one redeemable warrant.)

 

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.

 

Beneficial ownership information is reported as of the date of filing of this Schedule 13G. 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 October 28, 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 (1) share of Common Stock.

 

(a)Amount beneficially owned:

 

Atlas 81,015
Atlas Management 81,015
PPF Credit Strategies 201,473
PPF Management 201,473
Credit Strategies 1,587,218
ST Management 1,587,218
ST Operating 1,587,218
ST Capital 1,587,218
ST Management Holdings 1,587,218
A-N Credit 110,294
A-N Credit Management 110,294
SPAC Fund I 495,000
SPAC Management I 495,000
SPAC Management I GP 495,000
Capital Management 2,475,000
Capital Management GP 2,475,000
Management Holdings 2,475,000
Management Holdings GP 2,475,000

 

  21 

 

 

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, PPF 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, Joshua Harris 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 0.3%
Atlas Management 0.3%
PPF Credit Strategies 0.8%
PPF Management 0.8%
Credit Strategies 6.3%
ST Management 6.3%
ST Operating 6.3%
ST Capital 6.3%
ST Management Holdings 6.3%
A-N Credit 0.4%
A-N Credit Management 0.4%
SPAC Fund I 0.8%
SPAC Management I 0.8%
SPAC Management I GP 0.8%
Capital Management 9.9%
Capital Management GP 9.9%
Management Holdings 9.9%
Management Holdings GP 9.9%

 

The percentages are based on 25,000,000 shares of Common Stock outstanding as of November 2, 2021, as disclosed in the Issuer’s Current Report on Form 8-K filed on November 2, 2021.

 

  22 

 

 

(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 81,015
Atlas Management 81,015
PPF Credit Strategies 201,473
PPF Management 201,473
Credit Strategies 1,587,218
ST Management 1,587,218
ST Operating 1,587,218
ST Capital 1,587,218
ST Management Holdings 1,587,218
A-N Credit 110,294
A-N Credit Management 110,294
SPAC Fund I 495,000
SPAC Management I 495,000
SPAC Management I GP 495,000
Capital Management 2,475,000
Capital Management GP 2,475,000
Management Holdings 2,475,000
Management Holdings GP 2,475,000

 

(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 81,015
Atlas Management 81,015
PPF Credit Strategies 201,473
PPF Management 201,473
Credit Strategies 1,587,218
ST Management 1,587,218
ST Operating 1,587,218
ST Capital 1,587,218
ST Management Holdings 1,587,218
A-N Credit 110,294
A-N Credit Management 110,294
SPAC Fund I 495,000
SPAC Management I 495,000
SPAC Management I GP 495,000
Capital Management 2,475,000
Capital Management GP 2,475,000
Management Holdings 2,475,000
Management Holdings GP 2,475,000

 

  23 

 

 

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.

 

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.]

 

  24 

 

 

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: November 12, 2021

 

  APOLLO ATLAS MASTER FUND, LLC
   
  By: Apollo Atlas Management, LLC,
    its investment manager
   
    By: /s/ Joseph D. Glatt
    Name: Joseph D. Glatt
    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/ Joseph D. Glatt
      Name: Joseph D. Glatt
      Title: Vice President

 

  Apollo PPF Credit Strategies, LLC
   
  By: Apollo PPF Credit Strategies Management, LLC,
    its investment manager
   
    By: /s/ Joseph D. Glatt
    Name: Joseph D. Glatt
    Title: Vice President

 

  Apollo PPF Credit Strategies MANAGEMENT, LLC
   
  By: /s/ Joseph D. Glatt
  Name: Joseph D. Glatt
  Title: Vice President

 

  25 

 

 

 

  APOLLO CREDIT STRATEGIES MASTER FUND LTD.
   
  By: Apollo ST Fund Management LLC,
    its investment manager
   
    By: /s/ Joseph D. Glatt
    Name: Joseph D. Glatt
    Title: Vice President

 

  APOLLO ST FUND MANAGEMENT LLC
   
  By: /s/ Joseph D. Glatt
  Name: Joseph D. Glatt
  Title: Vice President

 

  APOLLO ST OPERATING LP
   
  By: Apollo ST Capital LLC,
    its general partner
   
    By: /s/ Joseph D. Glatt
    Name: Joseph D. Glatt
    Title: Vice President

 

  APOLLO ST CAPITAL LLC
   
  By: /s/ Joseph D. Glatt
  Name: Joseph D. Glatt
  Title: Vice President
   
  ST MANAGEMENT HOLDINGS, LLC
   
  By: /s/ Joseph D. Glatt
  Name: Joseph D. Glatt
  Title: Vice President

 

  APOLLO A-N CREDIT FUND (DELAWARE), L.P.
   
  By: Apollo A-N Credit Management, LLC,
    its investment manager
   
    By: /s/ Joseph D. Glatt
    Name: Joseph D. Glatt
    Title: Vice President

 

  26 

 

 

  APOLLO A-N CREDIT MANAGEMENT, LLC
   
  By: /s/ Joseph D. Glatt
  Name: Joseph D. Glatt
  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/ Joseph D. Glatt
      Name: Joseph D. Glatt
      Title: Vice President

 

  APOLLO SPAC MANAGEMENT I, L.P.
   
  By: Apollo SPAC Management I GP, LLC,
    its general partner
   
    By: /s/ Joseph D. Glatt
    Name: Joseph D. Glatt
    Title: Vice President

 

  APOLLO SPAC MANAGEMENT I GP, LLC
   
  By: /s/ Joseph D. Glatt
  Name: Joseph D. Glatt
  Title: Vice President

 

  APOLLO CAPITAL MANAGEMENT, L.P.
   
  By: Apollo Capital Management GP, LLC,
    its general partner
   
    By: /s/ Joseph D. Glatt
    Name: Joseph D. Glatt
    Title: Vice President

 

  27 

 

 

  APOLLO CAPITAL MANAGEMENT GP, LLC
   
  By: /s/ Joseph D. Glatt
  Name: Joseph D. Glatt
  Title: Vice President

 

  APOLLO MANAGEMENT HOLDINGS, L.P.
   
  By: Apollo Management Holdings GP, LLC,
    its general partner
   
    By: /s/ Joseph D. Glatt
    Name: Joseph D. Glatt
    Title: Vice President

 

  APOLLO MANAGEMENT HOLDINGS GP, LLC
   
  By: /s/ Joseph D. Glatt 
  Name: Joseph D. Glatt
  Title: Vice President

 

  28 

 

 

EXHIBIT 1

 

JOINT FILING AGREEMENT

PROJECT ENERGY REIMAGINED ACQUISITION CORP.

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13G and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing.  This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of November 12, 2021.

 

  APOLLO ATLAS MASTER FUND, LLC
   
  By: Apollo Atlas Management, LLC,
    its investment manager
   
    By: /s/ Joseph D. Glatt
    Name: Joseph D. Glatt
    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/ Joseph D. Glatt
      Name: Joseph D. Glatt
      Title: Vice President

 

  Apollo PPF Credit Strategies, LLC
   
  By: Apollo PPF Credit Strategies Management, LLC,
    its investment manager
   
    By: /s/ Joseph D. Glatt
    Name: Joseph D. Glatt
    Title: Vice President

 

  1 

 

 

  Apollo PPF Credit Strategies MANAGEMENT, LLC
   
  By: /s/ Joseph D. Glatt
  Name: Joseph D. Glatt
  Title: Vice President

 

  APOLLO CREDIT STRATEGIES MASTER FUND LTD.
   
  By: Apollo ST Fund Management LLC,
    its investment manager
   
    By: /s/ Joseph D. Glatt
    Name: Joseph D. Glatt
    Title: Vice President

 

  APOLLO ST FUND MANAGEMENT LLC
   
  By: /s/ Joseph D. Glatt
  Name: Joseph D. Glatt
  Title: Vice President

 

  APOLLO ST OPERATING LP
   
  By: Apollo ST Capital LLC,
    its general partner
   
    By: /s/ Joseph D. Glatt
    Name: Joseph D. Glatt
    Title: Vice President

 

  APOLLO ST CAPITAL LLC
   
  By: /s/ Joseph D. Glatt
  Name: Joseph D. Glatt
  Title: Vice President
   
  ST MANAGEMENT HOLDINGS, LLC
   
  By: /s/ Joseph D. Glatt
  Name: Joseph D. Glatt
  Title: Vice President

 

  2 

 

 

  APOLLO A-N CREDIT FUND (DELAWARE), L.P.
   
  By: Apollo A-N Credit Management, LLC,
    its investment manager
   
    By: /s/ Joseph D. Glatt
    Name: Joseph D. Glatt
    Title: Vice President

 

  APOLLO A-N CREDIT MANAGEMENT, LLC
   
  By: /s/ Joseph D. Glatt
  Name: Joseph D. Glatt
  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/ Joseph D. Glatt
      Name: Joseph D. Glatt
      Title: Vice President

 

  APOLLO SPAC MANAGEMENT I, L.P.
   
  By: Apollo SPAC Management I GP, LLC,
    its general partner
   
    By: /s/ Joseph D. Glatt
    Name: Joseph D. Glatt
    Title: Vice President

 

  APOLLO SPAC MANAGEMENT I GP, LLC
   
  By: /s/ Joseph D. Glatt
  Name: J oseph D. Glatt
  Title: Vice President

 

  APOLLO CAPITAL MANAGEMENT, L.P.
   
  By: Apollo Capital Management GP, LLC,
    its general partner
   
    By: /s/ Joseph D. Glatt
    Name: Joseph D. Glatt
    Title: Vice President

 

  3 

 

 

  APOLLO CAPITAL MANAGEMENT GP, LLC
   
  By: /s/ Joseph D. Glatt
  Name: Joseph D. Glatt
  Title: Vice President

 

  APOLLO MANAGEMENT HOLDINGS, L.P.
   
  By: Apollo Management Holdings GP, LLC,
    its general partner
   
    By: /s/ Joseph D. Glatt
    Name: Joseph D. Glatt
    Title: Vice President

 

  APOLLO MANAGEMENT HOLDINGS GP, LLC
   
  By: /s/ Joseph D. Glatt 
  Name: Joseph D. Glatt
  Title: Vice President

 

  4