Apollo Strategic Growth Capital

An amendment to the 2022 Equity Incentive Plan asks holders to expand the share pool, and the PSU design allows payouts up to 187.5% of target - so the dilution scales faster than performance does. The targets themselves are the useful disclosure: $530 million of Adjusted EBITDA and $150 million of free cash flow are what management must deliver, giving outside holders a concrete benchmark the company has committed to in writing.

A reader modelling this as a deal registration would double-count: no new money comes in and no target is acquired, and the whole effect is to retire warrants struck at $11.50 for stock. GBTG reserves the right to amend the offer, including increasing or — if the offer's conditions are not satisfied — decreasing the 0.275 ratio. The underlying combination is already closed: the Business Combination Agreement with APSG was dated December 2, 2021, and the $323.5 million PIPE, 32,350,000 shares at $10.00, funded at that closing. The securities trade on the NYSE as GBTG and GBTG.WS.

The alternative to tendering is stated in the same document: under the Warrant Agreement GBTG may call the public warrants for redemption in whole, on not less than 30 days' notice, at $0.01 per warrant, if the Class A common stock closes at or above $18.00. The warrants are otherwise exercisable at $11.50. GBTG reserves the right to amend the offer, including decreasing the 0.275 ratio if the offer's conditions are not satisfied. The underlying combination closed under the December 2, 2021 agreement with APSG, with a $323.5 million PIPE of 32,350,000 shares at $10.00.

Public shareholders end up with a small minority of a company someone else controls. Assuming no redemptions, public shareholders are expected to hold approximately 15% of both voting power and economics, the sponsor and insiders approximately 4%, and the Continuing JerseyCo Owners approximately 74% — a majority that lets them control matters submitted to stockholders. The Up-C splits the two apart, Class B carrying votes but nominal economics. PubCo will also be deemed controlled by American Express Company under the Bank Holding Company Act of 1956.

Three amendments in, the prospectus still covers only APSG's own securities. Every one of the four registered classes is Domesticated Acquiror stock or warrants — the shares APSG's holders already own, converted, plus option shares — and none is stock issuable to the holders of GBT JerseyCo Limited. The Business Combination Agreement is dated December 2, 2021, so shareholders are being asked to approve an agreement more than four months old, at an extraordinary general meeting held while APSG is still a Cayman Islands exempted company.

The registration statement now carries a file number where the original had none, and the Business Combination Agreement is dated December 2, 2021, so the vote sought here is on an agreement roughly three months old. APSG will deregister under the Cayman Islands Companies Act (2021 Revision) and domesticate under Section 388 of the DGCL, continuing as Global Business Travel Group, Inc.; because that vote happens while APSG is still Cayman, it is an extraordinary general meeting rather than a special meeting of stockholders.

Much of what is offered is derivative rather than delivered: the 39,451,134 warrant shares and the 36,663,742 option shares only arrive if someone pays an exercise price, while the 102,101,250 Class A shares are what passes at closing. There is also no calculation of registration fee on the cover of this filing, the fee disclosure having moved to a separate filing-fee exhibit, so the front of the document states share counts and no aggregate offering price at all.

Not one registered security is consideration to GBT. The 102,101,250-share line is 81,681,000 Class A ordinary shares from its IPO plus 20,420,250 Class B shares that convert to Class X and then to Class A; the 39,451,134 warrant shares and the identical warrant line are 27,227,000 public and 12,224,134 private placement warrants; and the 36,663,742 option shares are options expected to be outstanding at closing, priced at $7.850. The headline aggregate is the SPAC's own capital re-registering in the Domestication, priced at $9.865, the NYSE average on December 16, 2021.

What changed: 8-K of Global Business Travel Group, Inc. Item 2.02 (results of operations and financial condition): on August 4, 2026 the Company issued a press release announcing its financial results for the quarter ended June 30, 2026, attached as Exhibit 99.1 and incorporated solely for purposes of the Item 2.02 disclosure. The Current Report and its exhibit are furnished and shall not be deemed filed for Section 18 purposes nor incorporated by reference unless expressly stated. Exhibit 104 is the cover page Inline XBRL. Why it matters: Routine quarterly earnings furnishing by a post-combination operating company. The report itself states no result; the figures live only in Exhibit 99.1.

What changed: Global Business Travel Group, Inc. reported second-quarter revenue of $870 million against $631 million a year earlier and six-month revenue of $1,710 million against $1,252 million, reflecting the CWT acquisition whose purchase price allocation the filing describes as preliminary. Operating income fell to $24 million for the quarter from $34 million and to $27 million for the half from $89 million, as restructuring and other exit charges rose to $85 million for the half from $16 million. Net income was $17 million for the quarter and $71 million for the half. Why it matters: Revenue grew 38% for the half through acquisition while operating income fell by more than two thirds, because integration is being paid for now: restructuring charges of $85 million, general and administrative up to $208 million from $137 million, and depreciation and amortisation up to $116 million. Long-term debt rose to $1,451 million from $1,360 million. Half-year net income of $71 million is flattered by a $40 million tax benefit and $37 million of fair-value movement on earnout derivatives, neither of which is operating cash.

What changed: 8-K of Global Business Travel Group, Inc. Item 5.07 (submission of matters to a vote): at the virtual special meeting on August 3, 2026, stockholders adopted the Agreement and Plan of Merger dated May 2, 2026 among the Company, Gaia Purchaser, Inc. and Gaia Merger Sub, Inc., under which Merger Sub merges into the Company, leaving it a wholly owned subsidiary of Parent. Proposal 1 passed 495,937,250 for, 74,615 against, 28,426 abstaining. Proposal 2, advisory merger-related compensation, passed 474,837,275 to 20,989,516. Proposal 3, adjournment, was moot. Why it matters: Of 522,373,443 Class A shares entitled to vote on the July 6, 2026 record date, 496,040,291 were present or represented, about 94.95%, and the merger carried with under 75,000 votes against. The advisory compensation proposal drew 21 million against, the only meaningful dissent recorded at the meeting. The vote clears the stockholder condition; the report states no closing date.

What changed: 8-K of Global Business Travel Group, Inc. Item 8.01 (other events): in connection with the May 2, 2026 Agreement and Plan of Merger with Gaia Purchaser, Inc. and Gaia Merger Sub, Inc., under which the Company is to be acquired by Long Lake Management Holdings Inc., the Company has received demand letters from purported stockholders alleging omissions in the July 6, 2026 definitive proxy statement, and on July 14 and July 16, 2026 two complaints were filed in the Supreme Court of New York, O'Toole and Lawrence, alleging the proxy omitted material information in violation of New York common law. Why it matters: The complaints seek injunctions against the stockholder vote and the merger's consummation, rescission if it closes, actual and punitive damages and fees. The Company denies violating any law or breaching any duty and says no supplemental disclosure was required, but is voluntarily supplementing the proxy solely to moot the claims and avoid delay, expressly disclaiming any admission of materiality. The special meeting is stated as August 3, 2026 at 10:00 a.m. Eastern.

What changed: DEFM14A by GLOBAL BUSINESS TRAVEL GROUP, INC. — the post-combination successor carried on SpacBrain's Apollo Strategic Growth Capital record. This is a going-private cash merger, not a de-SPAC: a special meeting on August 3, 2026 to adopt an Agreement and Plan of Merger dated May 2, 2026 with Gaia Purchaser, Inc. and Gaia Merger Sub, Inc., both formed by Long Lake Management Holdings Inc., under which Merger Sub merges into the Company and the Company survives as a wholly owned subsidiary of Parent. Why it matters: Holders of Class A common stock receive $9.50 in cash per share, without interest, unless they seek and perfect Delaware appraisal rights — no stock consideration, no exchange ratio, no trust and no redemption election. The merger is not subject to any financing condition: Long Lake committed by an equity commitment letter dated May 2, 2026 to capitalise Parent with up to $3,139,000,000, and Koch Equity Development LLC committed the same day to buy preferred equity from Gaia Purchaser Parent LLC. Voting agreements were signed with holders including American Express International, Inc.