Business Context and Reporting Period
This Form 8-K was filed by Apollo Strategic Growth Capital, a Cayman Islands special purpose acquisition company, on May 28, 2021, concerning an event dated May 25, 2021. The request metadata identifies Global Business Travel Group, Inc., but that company is not the registrant named in the filing.
The filing relates to the delayed Quarterly Report on Form 10-Q for the period ended March 31, 2021.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, liquidity, or other operating and financial metrics. The March 31, 2021 unaudited condensed financial statements had not been filed as of the reporting date.
Material Changes Versus the Prior Comparable Period
- The New York Stock Exchange notified the company that it was not in compliance with the NYSE’s timely filing requirements under Section 802.01E of the NYSE Listed Company Manual.
- The noncompliance resulted from the company’s failure to timely file its Form 10-Q for the quarter ended March 31, 2021, including within the extended deadline available under Rule 12b-25.
- The company attributed preparation and review delays to changes in the accounting treatment of warrants issued in connection with its initial public offering.
Guidance, Outlook, Risks, and Unusual Items
- The company stated that it was working diligently to complete and file the Form 10-Q as soon as possible.
- Under NYSE rules, the company has six months from the Form 10-Q filing due date to submit the delinquent filing to the SEC. The filing does not provide the specific due date or resulting calendar deadline.
- The late filing creates a continued-listing compliance issue but does not state that the company’s securities had been suspended or delisted.
- Management’s statements about completing the Form 10-Q are forward-looking and subject to risks and uncertainties described in the company’s SEC filings.
- The principal unusual item is the accounting reassessment of the company’s IPO warrants, which delayed preparation and review of the quarterly financial statements.
Investor Verification Items
- Verify when the delayed Form 10-Q was ultimately filed and whether the NYSE compliance issue was resolved.
- Review the revised warrant accounting treatment and its effect on the company’s financial statements, liabilities, earnings, and equity.
- Confirm whether the NYSE imposed additional conditions, initiated suspension proceedings, or granted continued-listing relief.
- Reconcile the registrant in this filing, Apollo Strategic Growth Capital, with the referenced Global Business Travel Group, Inc. metadata.
- Review the attached May 28, 2021 press release and subsequent SEC filings for updated financial information and risk disclosures.