| ITEM 1(a). | NAME OF ISSUER: APOLLO STRATEGIC GROWTH CAPITAL II |
| ITEM 1(b). | ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 9 West 57th Street, 43rd Floor, New York, NY 10019 |
| ITEM 2(a). | NAME OF PERSON FILING: The Bank of Nova Scotia |
| ITEM 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: 40 Temperance Street, Toronto, Ontario, M5H 0B4 |
| ITEM 2(c). | CITIZENSHIP: Canada |
| ITEM 2(d). | TITLE OF CLASS OF SECURITIES: Class A ordinary share, $0.00025 par value |
| ITEM 2(e). | CUSIP NUMBER: G0412A102 |
| ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A: |
(a) [ ] | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c); |
(b) [ ] | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
(c) [ ] | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
(d) [ ] | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
(e) [ ] | An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); |
(f) [ ] | An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); |
(g) [ ] | A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); |
(h) [ ] | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
(i) [ ] | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
(j) [X] | A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J); |
(k) [ ] | Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution: g |
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| ITEM 4. | OWNERSHIP |
|
| (a) Amount beneficially owned: |
| 3,550,794 |
| (b) Percent of class: |
| 5.1% |
| (c) Number of shares as to which the person has: |
| (i) sole power to vote or to direct the vote: |
| 3,550,794 |
| (ii) shared power to vote or to direct the vote: |
| 0 |
| (iii) sole power to dispose or direct the disposition of: |
| 3,550,794 |
| (iv) shared power to dispose or to direct the disposition of: |
| 0 |
| 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: The Reporting Person and one or more of the Reporting Persons subsidiaries (please see Item 7 below), has received shares of this issuer as collateral from its clients in connection with certain underlying transactions. These clients receive any dividends paid by such shares and such shares are returned to the clients upon the completion of the underlying transactions.
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| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: Scotia Capital Inc. - 3(j)+3(a)
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| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: n/a |
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP: n/a |
| ITEM 10. | CERTIFICATION: By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to insert particular category of institutional investor is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D. |
