Business context and reporting period
The supplied filing is Apollo Strategic Growth Capital, Inc.’s Form 10-K for the fiscal year ended December 31, 2020—not a filing by Global Business Travel Group, Inc. Apollo Strategic Growth Capital was a shell company/SPAC formed to pursue a business combination; it had not begun operations or generated revenue by year-end. It completed its IPO in October 2020 and held IPO proceeds in trust while searching for a target.
Financial results and liquidity
| Metric | 2020 | 2019 |
|---|---|---|
| Revenue | $0 | $0 |
| Net loss | $408,164 | $1,853 |
| Operating cash used | $2,441,248 | $0 |
| Trust investments at year-end | $816,985,533 | $0 |
| Cash outside trust at year-end | $257,872 | $0 |
2020 expenses were $583,283, partly offset by $175,533 of trust investment income. The company reported total assets of $818.4 million, total liabilities of $30.8 million, and shareholders’ equity of $5.0 million. Liabilities included a $1.5 million sponsor note, $373,517 due to related parties, $383,167 of accounts payable and accrued expenses, and $28.6 million of deferred underwriting commissions. Class A shares subject to possible redemption were classified as temporary equity at $782.5 million. Profit margins are not applicable because the company had no revenue.
Material changes versus the prior comparable period
Compared with 2019, when the company reported only $1,853 of general and administrative expense and net loss, 2020 included its IPO, establishment of the trust account, and substantial public-company and transaction-search costs. Operating cash use and reported loss increased accordingly. The filing provides no operating-company performance comparison because the company had no operations in either period.
Outlook, risks and unusual items
- Management intended to use trust funds, cash, shares, debt, or a combination to complete a business combination. No target or third-party financing commitment was disclosed, and no financial guidance was provided.
- The company generally had 24 months from the October 6, 2020 IPO closing to complete a business combination, with a possible extension to 27 months if it signed a qualifying agreement within the initial period. If it fails, public shares are to be redeemed from the trust, subject to creditor claims; warrants may expire worthless.
- Only approximately $258,000 was available outside the trust at year-end. The audited financial statement notes say the company lacked sufficient liquidity for anticipated obligations over the following year, while management expected sponsor funding to cover working-capital needs. The sponsor was not obligated to provide further funds.
- COVID-19, competition for targets, potential redemptions, dilution, financing availability, conflicts of interest involving Apollo and its affiliates, and claims against trust assets were identified as risks. The sponsor’s trust indemnity may be difficult to collect; its ability to pay was not verified.
- A further $800,000 sponsor note was borrowed in February 2021, after year-end. The auditor issued an unqualified opinion on the financial statements. Management reported effective disclosure controls; the filing did not include an auditor attestation on internal control over financial reporting.
Important facts for investors to verify
- Confirm the issuer identity: this document names Apollo Strategic Growth Capital, not Global Business Travel Group, Inc.
- Verify the applicable business-combination deadline. The filing describes a 24-month period and conditional 27-month extension, but one financial-statement note also refers to October 22, 2022; the filing text does not clearly reconcile that date with the stated October 6, 2022 deadline.
- Review current trust assets, cash available outside the trust, sponsor-note terms and repayment, and any subsequent financing or business-combination disclosures.
- Assess redemption and dilution mechanics, including the deferred underwriting commission and the Class B shares’ anti-dilution provision.
- Evaluate whether trust-account creditor protections and the sponsor indemnity provide meaningful recovery in practice.