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.
- Peter Lynch
What is insider trading>>
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G
(Amendment No. )*
| Under the Securities Exchange Act of 1934 |
Aequi Acquisition Corp. |
| (Name of Issuer) |
|
Class A common stock, par value $0.0001 per share |
| (Title of Class of Securities) |
|
00775W201 |
| (CUSIP Number) |
| December 31, 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) |
| ¨ | Rule 13d-1(c) |
| x | 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).
SEC 1745 (3-06)
| CUSIP No. 00775W201 |
| 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 | |||
| 19,112 shares | ||||
| 7 | sole dispositive power | |||
| 0 shares | ||||
| 8 | shared dispositive power | |||
| 19,112 shares | ||||
| 9 | aggregate amount beneficially owned by each reporting person | |||
| 19,112 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 | ||||
Page 2 of 26
| CUSIP No. 00775W201 |
| 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 | |||
| 19,112 shares | ||||
| 7 | sole dispositive power | |||
| 0 shares | ||||
| 8 | shared dispositive power | |||
| 19,112 shares | ||||
| 9 | aggregate amount beneficially owned by each reporting person | |||
| 19,112 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 | ||||
Page 3 of 26
| CUSIP No. 00775W201 |
| 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 | |||
| 28,292 shares | ||||
| 7 | sole dispositive power | |||
| 0 shares | ||||
| 8 | shared dispositive power | |||
| 28,292 shares | ||||
| 9 | aggregate amount beneficially owned by each reporting person | |||
| 28,292 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 | ||||
Page 4 of 26
| CUSIP No. 00775W201 |
| 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 | |||
| 264,457 shares | ||||
| 7 | sole dispositive power | |||
| 0 shares | ||||
| 8 | shared dispositive power | |||
| 264,457 shares | ||||
| 9 | aggregate amount beneficially owned by each reporting person | |||
| 264,457 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) | |||
| 7.4% | ||||
| 12 | type of reporting person (See Instructions) | |||
| CO | ||||
Page 5 of 26
| CUSIP No. 00775W201 |
| 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 | |||
| 264,457 shares | ||||
| 7 | sole dispositive power | |||
| 0 shares | ||||
| 8 | shared dispositive power | |||
| 264,457 shares | ||||
| 9 | aggregate amount beneficially owned by each reporting person | |||
| 264,457 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) | |||
| 7.4% | ||||
| 12 | type of reporting person (See Instructions) | |||
| OO | ||||
Page 6 of 26
| CUSIP No. 00775W201 |
| 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 | |||
| 264,457 shares | ||||
| 7 | sole dispositive power | |||
| 0 shares | ||||
| 8 | shared dispositive power | |||
| 264,457 shares | ||||
| 9 | aggregate amount beneficially owned by each reporting person | |||
| 264,457 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) | |||
| 7.4% | ||||
| 12 | type of reporting person (See Instructions) | |||
| PN | ||||
Page 7 of 26
| CUSIP No. 00775W201 |
| 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 | |||
| 264,457 shares | ||||
| 7 | sole dispositive power | |||
| 0 shares | ||||
| 8 | shared dispositive power | |||
| 264,457 shares | ||||
| 9 | aggregate amount beneficially owned by each reporting person | |||
| 264,457 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) | |||
| 7.4% | ||||
| 12 | type of reporting person (See Instructions) | |||
| OO | ||||
Page 8 of 26
| CUSIP No. 00775W201 |
| 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 | |||
| 264,457 shares | ||||
| 7 | sole dispositive power | |||
| 0 shares | ||||
| 8 | shared dispositive power | |||
| 264,457 shares | ||||
| 9 | aggregate amount beneficially owned by each reporting person | |||
| 264,457 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) | |||
| 7.4% | ||||
| 12 | type of reporting person (See Instructions) | |||
| OO | ||||
Page 9 of 26
| CUSIP No. 00775W201 |
| 1 | Name
of Reporting PersonS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||
| Apollo 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 | |||
| 4,844 shares | ||||
| 7 | sole dispositive power | |||
| 0 shares | ||||
| 8 | shared dispositive power | |||
| 4,844 shares | ||||
| 9 | aggregate amount beneficially owned by each reporting person | |||
| 4,844 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 | ||||
Page 10 of 26
| CUSIP No. 00775W201 |
| 1 | Name
of Reporting PersonS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||
| Apollo Capital 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 | |||
| 4,844 shares | ||||
| 7 | sole dispositive power | |||
| 0 shares | ||||
| 8 | shared dispositive power | |||
| 4,844 shares | ||||
| 9 | aggregate amount beneficially owned by each reporting person | |||
| 4,844 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 | ||||
Page 11 of 26
| CUSIP No. 00775W201 |
| 1 | Name
of Reporting PersonS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||
| Apollo SA 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 | |||
| 8,115 shares | ||||
| 7 | sole dispositive power | |||
| 0 shares | ||||
| 8 | shared dispositive power | |||
| 8,115 shares | ||||
| 9 | aggregate amount beneficially owned by each reporting person | |||
| 8,115 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) | |||
| 0.2% | ||||
| 12 | type of reporting person (See Instructions) | |||
| OO | ||||
Page 12 of 26
| CUSIP No. 00775W201 |
| 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 | |||
| 348,552 shares | ||||
| 7 | sole dispositive power | |||
| 0 shares | ||||
| 8 | shared dispositive power | |||
| 348,552 shares | ||||
| 9 | aggregate amount beneficially owned by each reporting person | |||
| 348,552 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) | |||
| 9.7% | ||||
| 12 | type of reporting person (See Instructions) | |||
| PN | ||||
Page 13 of 26
| CUSIP No. 00775W201 |
| 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 | |||
| 348,552 shares | ||||
| 7 | sole dispositive power | |||
| 0 shares | ||||
| 8 | shared dispositive power | |||
| 348,552 shares | ||||
| 9 | aggregate amount beneficially owned by each reporting person | |||
| 348,552 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) | |||
| 9.7% | ||||
| 12 | type of reporting person (See Instructions) | |||
| OO | ||||
Page 14 of 26
| CUSIP No. 00775W201 |
| 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 | |||
| 348,552 shares | ||||
| 7 | sole dispositive power | |||
| 0 shares | ||||
| 8 | shared dispositive power | |||
| 348,552 shares | ||||
| 9 | aggregate amount beneficially owned by each reporting person | |||
| 348,552 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) | |||
| 9.7% | ||||
| 12 | type of reporting person (See Instructions) | |||
| PN | ||||
Page 15 of 26
| CUSIP No. 00775W201 |
| 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 | |||
| 348,552 shares | ||||
| 7 | sole dispositive power | |||
| 0 shares | ||||
| 8 | shared dispositive power | |||
| 348,552 shares | ||||
| 9 | aggregate amount beneficially owned by each reporting person | |||
| 348,552 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) | |||
| 9.7% | ||||
| 12 | type of reporting person (See Instructions) | |||
| OO | ||||
Page 16 of 26
| Item 1. | (a) | Name of Issuer |
Aequi Acquisition Corp.
| (b) | Address of Issuer’s Principal Executive Offices |
500 West Putnam Avenue, Suite 400
Greenwich, CT 06830
| 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 Credit Management, LLC (“ACM LLC”); (x) Apollo Capital Credit Management, LLC (“ACCM LLC”); (xi) Apollo SA Management, LLC (“SA Management”); (xii) Apollo Capital Management, L.P. (“Capital Management”); (xiii) Apollo Capital Management GP, LLC (“Capital Management GP”); (xiv) Apollo Management Holdings, L.P. (“Management Holdings”); and (xv) Apollo Management Holdings GP, LLC (“Management Holdings GP”). The foregoing are collectively referred to herein as the “Reporting Persons.”
Atlas, PPF Credit Strategies, and Credit Strategies each hold 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.
ACM LLC provides investment management services for and FASF Franklin K2 Alternative Strategies Fund (“FASF-Franklin K2”). ACCM LLC is the sole member of ACM LLC.
SA Management provides investment management services for Franklin Templeton Investment Funds - Franklin K2 Alternative Strategies Fund (“FTIF-Franklin K2”).
Capital Management serves as the sole member of Atlas Management, Apollo PPF Credit Strategies Manamgent, LLC, ACCM LLC, and SA Management, the sole member and manager of ST Management Holdings, and provides investment management services for K2 Apollo Credit Master Fund Ltd. (“K2 Apollo”). 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.
Page 17 of 26
| (b) | Address of Principal Business Office or, if none, Residence |
The address of the principal office of each of Atlas and PPF Credit Strategies is One Manhattanville Road, Suite 201, Purchase, New York 10577. The address of 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 address of the principal office of each of Atlas Management, ST Management, ST Operating, ST Capital, ST Management Holdings, ACM LLC, ACCM LLC, SA Management, Capital Management, Capital Management GP, Management Holdings, and Management Holdings GP is 9 W. 57th Street, 43rd Floor, New York, New York 10019.
| (c) | Citizenship |
Atlas and Credit Strategies are each exempted companies incorporated in the Cayman Islands with limited liability. Atlas Management, PPF Credit Strategies, ST Management, ST Capital, ST Management Holdings, , ACM LLC, ACCM LLC, SA Management, Capital Management GP, and Management Holdings GP are each Delaware limited liability companies. ST Operating, Capital Management, and Management Holdings are each Delaware limited partnerships.
| (d) | Title of Class of Securities |
Class A common stock, par value $0.0001 per share (the “Common Stock”).
| (e) | CUSIP Number |
00775W201
| 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, and includes warrants exercisable within 60 days from the date hereof. The Reporting Persons hold warrants exercisable for an aggregate of 35,413 shares of Common Stock.
| (a) | Amount beneficially owned: |
| Atlas | 19,112 | |||
| Atlas Management | 19,112 | |||
| PPF Credit Strategies | 28,292 | |||
| Credit Strategies | 264,457 | |||
| ST Management | 264,457 | |||
| ST Operating | 264,457 | |||
| ST Capital | 264,457 | |||
| ST Management Holdings | 264,457 | |||
| ACM LLC | 4,844 | |||
| ACCM LLC | 4,844 | |||
| SA Management | 8,115 | |||
| Capital Management | 348,552 | |||
| Capital Management GP | 348,552 | |||
| Management Holdings | 348,552 | |||
| Management Holdings GP | 348,552 |
Page 18 of 26
Atlas, PPF Credit Strategies, and Credit Strategies each disclaims beneficial ownership of all shares of the 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, ACM LLC, ACCM LLC, SA Management, Capital Management, Capital Management GP, Management Holdings and Management Holdings GP, and Messrs. Marc Rowan, Scott Kleinman and James Zelter, the managers, as well as executive officers, of Management Holdings GP, each disclaim 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 | 0.5 | % | ||
| Atlas Management | 0.5 | % | ||
| PPF Credit Strategies | 0.8 | % | ||
| Credit Strategies | 7.4 | % | ||
| ST Management | 7.4 | % | ||
| ST Operating | 7.4 | % | ||
| ST Capital | 7.4 | % | ||
| ST Management Holdings | 7.4 | % | ||
| ACM LLC | 0.1 | % | ||
| ACCM LLC | 0.1 | % | ||
| SA Management | 0.2 | % | ||
| Capital Management | 9.7 | % | ||
| Capital Management GP | 9.7 | % | ||
| Management Holdings | 9.7 | % | ||
| Management Holdings GP | 9.7 | % |
The percentages are based on 3,589,044 shares of Common Stock outstanding as of March 30, 2023, as disclosed in the Issuer’s Annual Report on Form 10-K filed on March 31, 2023.
| (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 | 19,112 | |||
| Atlas Management | 19,112 | |||
| PPF Credit Strategies | 28,292 | |||
| Credit Strategies | 264,457 | |||
| ST Management | 264,457 | |||
| ST Operating | 264,457 | |||
| ST Capital | 264,457 | |||
| ST Management Holdings | 264,457 | |||
| ACM LLC | 4,844 | |||
| ACCM LLC | 4,844 | |||
| SA Management | 8,115 | |||
| Capital Management | 348,552 | |||
| Capital Management GP | 348,552 | |||
| Management Holdings | 348,552 | |||
| Management Holdings GP | 348,552 |
Page 19 of 26
| (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 | 19,112 | |||
| Atlas Management | 19,112 | |||
| PPF Credit Strategies | 28,292 | |||
| Credit Strategies | 264,457 | |||
| ST Management | 264,457 | |||
| ST Operating | 264,457 | |||
| ST Capital | 264,457 | |||
| ST Management Holdings | 264,457 | |||
| ACM LLC | 4,844 | |||
| ACCM LLC | 4,844 | |||
| SA Management | 8,115 | |||
| Capital Management | 348,552 | |||
| Capital Management GP | 348,552 | |||
| Management Holdings | 348,552 | |||
| Management Holdings GP | 348,552 |
| 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.]
Page 20 of 26
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: April 12, 2023
| APOLLO ATLAS MASTER FUND, LLC | ||||
| By: | Apollo Atlas Management, LLC, | |||
| its inves tment manager | ||||
| By: | /s/ William Kuesel | |||
| Name: William Kuesel | ||||
| Title: Vice President | ||||
| APOLLO ATLAS MANAGEMENT, LLC | ||||
| 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 | |||
Page 21 of 26
| 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/ Jessica Lomm | ||
| Name: | Jessica Lomm | ||
| Title: | Vice President | ||
| APOLLO ST CAPITAL LLC | ||
| By: | /s/ Jessica Lomm | |
| Name: | Jessica Lomm | |
| Title: | Vice President | |
| ST MANAGEMENT HOLDINGS, LLC | ||
| By: | /s/ Jessica Lomm | |
| Name: | Jessica Lomm | |
| Title: | Vice President | |
| APOLLO CREDIT MANAGEMENT, LLC | |||
| By: | /s/ William Kuesel | ||
| Name: | William Kuesel | ||
| Title: | Vice President | ||
| APOLLO CAPITAL CREDIT MANAGEMENT, LLC | ||
| By: | /s/ William Kuesel | |
| Name: | William Kuesel | |
| Title: | Vice President | |
Page 22 of 26
| APOLLO SA MANAGEMENT, 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 | |
Page 23 of 26
EXHIBIT 1
JOINT FILING AGREEMENT
Aequi 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 April 12, 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: | /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 | ||||
Page 24 of 26
| 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/ Jessica Lomm | ||
| Name: | Jessica Lomm | ||
| Title: | Vice President | ||
| APOLLO ST CAPITAL LLC | ||
| By: | /s/ Jessica Lomm | |
| Name: | Jessica Lomm | |
| Title: | Vice President | |
| ST MANAGEMENT HOLDINGS, LLC | ||
| By: | /s/ Jessica Lomm | |
| Name: | Jessica Lomm | |
| Title: | Vice President | |
| APOLLO CREDIT MANAGEMENT, LLC | |||
| By: | /s/ William Kuesel | ||
| Name: | William Kuesel | ||
| Title: | Vice President | ||
Page 25 of 26
| APOLLO CAPITAL CREDIT MANAGEMENT, LLC | ||
| By: | /s/ William Kuesel | |
| Name: | William Kuesel | |
| Title: | Vice President | |
| APOLLO SA MANAGEMENT, 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 | |
Page 26 of 26