What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-11-29 compared with 2021-06-21 · 27 added, 258 removed, 7 unchanged (98% of the section changed)

Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.

Market Information.

Our Units, Class A ordinary shares and

warrants are traded on the NYSE under the symbols “APSG.U”, “APSG”

and “APSG WS”, respectively.

Although there are a larger number of beneficial

owners, at March 25, 2021, there was 1 holder of record of our Units, 1 holder of record of our separately traded Class A ordinary shares

and 1 holder of record of our separately traded warrants.

have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion

of our initial business combination.

The payment of cash dividends in the future will be dependent upon our revenues and earnings,

if any, capital requirements and general financial condition subsequent to completion of our initial business combination.

payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors

at such time.

In addition, our board of directors is not currently contemplating and does not anticipate declaring any other stock

dividends in the foreseeable future.

Further, if we incur any indebtedness in connection with our business combination, our ability

to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

Securities Authorized for Issuance Under Equity Compensation

Our Units, Class A ordinary shares and warrants are traded on the NYSE under the symbols “APSG.U”, “APSG” and “APSG WS”, respectively.

Although there are a larger number of beneficial owners, at March 25, 2021, there was 1 holder of record of our Units, 1 holder of record of our separately traded Class A ordinary shares and 1 holder of record of our separately traded warrants.

We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination.

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination.

The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time.

In addition, our board of directors is not currently contemplating and does not anticipate declaring any other stock dividends in the foreseeable future.

Further, if we incur any indebtedness in connection with our business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

Securities Authorized for Issuance Under Equity Compensation Plans

Recent Sales of Unregistered Securities;

Use of Proceeds

from Registered Offerings

On October 6, 2020, we consummated the

Initial Public Offering of 75,000,000 Units.

The Units sold in the Initial Public Offering were sold at an offering price of $10.00

per Unit, generating total gross proceeds of $750,000,000.

Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and

Goldman Sachs & Co.

Use of Proceeds from Registered Offerings

On October 6, 2020, we consummated the Initial Public Offering of 75,000,000 Units.

The Units sold in the Initial Public Offering were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $750,000,000.

Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Goldman Sachs & Co.

LLC acted as joint bookrunners of the offering.

The securities in the offering were registered

under the Securities Act on a registration statement on Form S-1 (No.

The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No.

333- 248847).

The registration statement was declared effective

on October 1, 2020.

Simultaneous with the consummation of the Initial

Public Offering, we consummated the private placement of an aggregate of 11,333,334 Private Placement Warrants to our sponsor at

a price of $1.50 per Private Placement Warrant, generating total proceeds of $17,000,000.

was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The Private Placement Warrants are identical

to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are not transferable,

assignable or salable until after the completion of an initial business combination, subject to certain limited exceptions.

We paid a total of $15,000,000 in underwriting

discounts and commissions and $800,880 for other costs and expenses related to the Initial Public Offering.

In addition, the underwriters

agreed to defer up to $26,250,000 (or $30,187,500 if the underwriters’

over-allotment option is exercised in full) in underwriting

discounts and commissions.

On November 10, 2020,

we consummated the sale of 6,681,000 Over-Allotment Units pursuant to the underwriters’

partial exercise of their over-allotment

The registration statement was declared effective on October 1, 2020.

Simultaneous with the consummation of the Initial Public Offering, we consummated the private placement of an aggregate of 11,333,334 Private Placement Warrants to our sponsor at a price of $1.50 per Private Placement Warrant, generating total proceeds of $17,000,000.

The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The Private Placement Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are not transferable, assignable or salable until after the completion of an initial business combination, subject to certain limited exceptions.

We paid a total of $15,000,000 in underwriting discounts and commissions and $800,880 for other costs and expenses related to the Initial Public Offering.

In addition, the underwriters agreed to defer up to $26,250,000 (or $30,187,500 if the underwriters’ over-allotment option is exercised in full) in underwriting discounts and commissions.

On November 10, 2020, we consummated the sale of 6,681,000 Over-Allotment Units pursuant to the underwriters’ partial exercise of their over-allotment option.

Such Over-Allotment Units were sold at $10.00 per Unit, generating gross proceeds of $66,810,000.

Substantially concurrently

with the closing of the sale of 6,681,000 Over-Allotment Units, the Company consummated the private sale of an additional 890,800

Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant to our sponsor, generating gross proceeds

of $1,336,200.

The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities

Of the gross proceeds

received from the Initial Public Offering, the partial exercise of the over-allotment option and the sale of the Private Placement

Warrants, $816,810,000 was placed in the trust account established in connection with the Initial Public Offering.

The Company incurred approximately $47,216,264

of offering costs in connection with the Initial Public Offering, including $16,336,200 of underwriting fees, $28,588,350 of deferred

underwriting fees and $800,877 of other costs.

In addition, $2,344,508 of costs were allocated to the Public Warrants and Private Warrants and were included in the statement of operations

as a component of other income/(expense).

There has been no material change in the planned use of proceeds from the Initial

Public Offering as described in our final prospectus dated October 1, 2020, which was filed with the SEC.

Substantially concurrently with the closing of the sale of 6,681,000 Over-Allotment Units, the Company consummated the private sale of an additional 890,800 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant to our sponsor, generating gross proceeds of $1,336,200.

The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Of the gross proceeds received from the Initial Public Offering, the partial exercise of the over-allotment option and the sale of the Private Placement Warrants, $816,810,000 was placed in the trust account established in connection with the Initial Public Offering.

The Company incurred approximately $47,216,264 of offering costs in connection with the Initial Public Offering, including $16,336,200 of underwriting fees, $28,588,350 of deferred underwriting fees and $800,877 of other costs.

In addition, $2,344,508 of costs were allocated to the Public Warrants and Private Warrants and were included in the statement of operations as a component of other income/(expense).

There has been no material change in the planned use of proceeds from the Initial Public Offering as described in our final prospectus dated October 1, 2020, which was filed with the SEC.

Selected Financial Data.

Not required.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Special Note Regarding Forward-Looking Statements

All statements other than statements

of historical fact included in this annual report including, without limitation, statements under “Management’s Discussion

and Analysis of Financial Condition and Results of Operations”

regarding the Company’s financial position, business

strategy and the plans and objectives of management for future operations, are forward-looking statements.

When used in this annual

report, words such as “anticipate,”

“believe,”

“estimate,”

“expect,”

“intend”

and similar expressions, as they relate to us or the Company’s management, identify forward-looking statements.

Such forward-looking

statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the

Company’s management.

Actual results could differ materially from those contemplated by the forward-looking statements as

a result of certain factors detailed in our filings with the SEC.

The following discussion and analysis

of our financial condition and results of operations should be read in conjunction with the financial statements and the notes

thereto contained elsewhere in this annual report.

Certain information contained in the discussion and analysis set forth below

includes forward-looking statements that involve risks and uncertainties.

We are a blank check company formed for

the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business

combination with one or more businesses, which we refer to throughout this annual report as our initial business combination.

intend to effectuate our business combination using cash from the proceeds of the Initial Public Offering and the sale of the Private

Placement Warrants, our capital stock, debt or a combination of cash, stock and debt.

The issuance of additional ordinary shares

in connection with a business combination to the owners of the target or other investors:

may significantly dilute the equity interest of investors, which dilution would increase if the anti-dilution provisions in

the Class B ordinary shares resulted in the issuance of Class A shares on a greater than one-to-one basis upon conversion of the

Class B ordinary shares;

may subordinate the rights of holders of our ordinary shares if preferred shares are issued with rights senior to those afforded

our ordinary shares;

could cause a change in control if a substantial number of ordinary shares are issued, which may affect, among other things,

our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present

officers and directors;

may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of

a person seeking to obtain control of us;

may adversely affect prevailing market prices for our Class A ordinary shares and/or warrants.

Similarly, if we issue debt securities

or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:

default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay

our debt obligations;

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we

breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation

of that covenant;

our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain

such financing while the debt security is outstanding;

our inability to pay dividends on our ordinary shares;

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available

for dividends on our ordinary shares if declared, our ability to pay expenses, make capital expenditures and acquisitions and fund

other general corporate purposes;

limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in

government regulation;

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements,

and execution of our strategy;

other purposes and other disadvantages compared to our competitors who have less debt.

We expect to continue to incur significant

costs in the pursuit of our initial business combination.

We cannot assure you that our plans to raise capital or to complete our

initial business combination will be successful.

Results of Operations

We have neither engaged in any operations

nor generated any revenues to date.

Our only activities since inception have been organizational activities and those necessary

to prepare for the Initial Public Offering and, after our Initial Public Offering, identifying a target company for our business

We do not expect to generate any operating revenues until after completion of our initial business combination.

will generate non-operating income in the form of interest income on cash and cash equivalents on marketable securities held in

the trust account.

We are incurring expenses as a result of being a public company (for legal, financial reporting, accounting

and auditing compliance), as well as expenses for due diligence on prospective business combination candidates.

For the year ended December 31, 2020,

we had a net loss of $19,641,760, which consists of operating costs of $583,283, interest expense of $414, warrant related expenses of $2,344,508 and a change in fair value of the derivative

warrant liabilities of $16,889,088 offset by interest income on marketable securities held in the trust account of $175,533.

Liquidity and Capital Resources

On October 6, 2020, we consummated the

Initial Public Offering of 75,000,000 Units, and in connection therewith granted the underwriters an over-allotment option to purchase

an additional 11,250,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $750,000,000.

Simultaneously with

the closing of the Initial Public Offering, we consummated the sale 11,333,334 Private Placement Warrants, at $1.50 per Private

Placement Warrant, to our sponsor, generating gross proceeds of $17,000,000.

Upon closing of the Initial Public Offering on October 6,

2020, the proceeds of the Initial Public Offering of $750,000,000 were held in cash and subsequently invested in U.S.

On November 10, 2020,

the Company consummated the sale of 6,681,000 Over-Allotment Units pursuant to the underwriters’

partial exercise of their

over-allotment option.

Such Over-Allotment Units were sold at $10.00 per Unit, generating gross proceeds of $66,810,000.

Substantially

concurrently with the closing of the sale of 6,681,000 Over-Allotment Units, the Company consummated the private sale of an additional

890,800 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant to our sponsor, generating gross

proceeds of $1,336,200.

Following the closing of the over-allotment option and sale of additional Private Placement Warrants (together,

the “Over-Allotment Closing”), a total of $816,810,000, including approximately $28,588,350 of underwriters’

deferred discount, was held in the trust account.

On October 20, 2020, our

sponsor executed a promissory note (the “

October Note ”) with a principal amount of $1,500,000.

Note bears interest at a rate of 0.14% per annum and is payable on the earlier of an initial business combination or the liquidation

of the Company.

On October 20, 2020, the Company borrowed $1,500,000 pursuant to the October Note and $1,500,000 remained outstanding

as of December 31, 2020.

On February 22, 2021, our sponsor executed

a promissory note (the “

February Note ”) with a principal amount of $800,000.

The February Note bears interest

at a rate of 0.12% per annum and is payable on the earlier of an initial business combination or the liquidation of the Company.

On February 22, 2021, the Company borrowed $800,000 pursuant to the February Note.

As of December 31, 2020, we had marketable

securities held in the trust account of $816,985,533 (including approximately $175,500 of interest income) consisting of U.S.

Bills with a maturity of 180 days or less.

Interest income on the balance in the trust account may be used by us to pay taxes.

Through December 31, 2020, we withdrew $0 of interest earned on the trust account.

For the year ended December 31, 2020, cash

used in operating activities was $2,441,248.

Net loss of $19,641,760 was offset primarily by transaction costs allocable to warrants of $2,344,508 and the change

in fair value of the derivative warrant liabilities of $16,889,088.

Changes in operating assets and liabilities used $1,885,158 of

cash from operating activities.

We intend to use substantially all of

the funds held in the trust account, including any amounts representing interest earned on the trust account (less taxes payable

and deferred underwriting commissions) to complete our initial business combination.

We may withdraw interest to make permitted

Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held

in the trust account.

To the extent that our capital shares or debt is used, in whole or in part, as consideration to complete

our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the

operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of December 31, 2020, we had cash

of $257,872 held outside the trust account.

We intend to use the funds held outside the trust account primarily identify and evaluate

target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar

locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements

of prospective target businesses and structure, negotiate and complete an initial business combination.

In order to fund working capital deficiencies

or finance transaction costs in connection an initial business combination, our initial shareholders or their affiliates may, but

are not obligated to, loan us funds, as may be required.

If we complete an initial business combination, we will repay such loaned

In the event that an initial business combination does not close, we may use a portion of the working capital held outside

the trust account to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment.

$1,500,000 of such loans may be convertible into warrants identical to the Private Placement Warrants at a price of $1.50 per warrant

at the option of the lender.

We do not believe we will need to raise

additional funds in order to meet the expenditures required for operating our business.

However, if our estimate of the costs of

identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than

the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business

Moreover, we may need to obtain additional financing either to complete our initial

business combination or because we become obligated to redeem a significant number of Class A ordinary shares included in the Units

upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection

with such initial business combination.

Subject to compliance with applicable securities laws, we would only complete such financing

simultaneously with the completion of our initial business combination.

If we are unable to complete our initial business combination

because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account.

In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing

in order to meet our obligations.

Off-balance Sheet Financing Arrangements

We have no obligations, assets or liabilities

that would be considered off-balance sheet arrangements as of December 31, 2020.

We do not participate in transactions that create

relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would

have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance

sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or

purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital

lease obligations, operating lease obligations, purchase obligations or long-term liabilities, other than an agreement to pay an

affiliate of our sponso r a monthly fee of $16,667, for office space, administrative and support

We began incurring these fees on October 2, 2020 and will continue to incur these fees monthly for up to 27 months until

the earlier of the completion of our initial business combination or our liquidation.

The underwriters are entitled to a deferred

underwriting commission of $28,588,350.

The deferred fee will be waived by the underwriters in the event that we do not complete

an initial business combination, subject to the terms of the underwriting agreement.

Recent Accounting Standards

In August 2020, the FASB issued

Accounting Standards Update ("ASU") No.

2020-06, Debt --Debt with Conversion and Other Options (Subtopic 470-20) and

Derivatives and Hedging --Contracts in Entity's Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in

an Entity's Own Equity ("ASU 2020-06"), which simplifies accounting for convertible instruments by removing major

separation models required under current GAAP.

The ASU also removes certain settlement conditions that are required for equity-linked

contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas.

The Company adopted ASU 2020-06 on January 1, 2021.

Adoption of the ASU did not impact the Company's financial position, results of operations

or cash flows.

Management does not believe

that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the

Company’s financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K/A

Item 5. Market for Registrant’s Common Equity