If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box:
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
SCHEDULE 13D
(1) |
Name of Reporting Person
Juweel Investors (SPC) Ltd |
(2) |
Check the Appropriate Box if a Member of a Group
(a) ¨ (b) x |
(3) |
SEC Use Only |
(4) |
Source of Funds
OO |
(5) |
Check box if Disclosure of Legal Proceeding Is Required Pursuant to
Items 2(d) or 2(e)
¨ |
(6) |
Citizenship or Place of Organization
Cayman Islands |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With |
(7) |
Sole Voting Power
162,388,084 |
(8) |
Shared Voting Power
0 |
(9) |
Sole Dispositive Power
162,388,084 |
(10) |
Shared Dispositive Power
0 |
(11) |
Aggregate Amount Beneficially Owned by Each Reporting Person
162,388,084 |
(12) |
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares
¨ |
(13) |
Percent of Class Represented by Amount in Row (11)
74.04% (1) |
(14) |
Type of Reporting Person (See Instructions)
OO |
(1) Based on 56,945,033 shares of Class A Common Stock issued and outstanding as of May 27, 2022, and assuming that the Reporting Person (as defined in Item 2 below) exchanges all of the B Ordinary Shares (with automatic cancellation of the shares of Class B Common Stock) held directly or indirectly by it for shares of Class A Common Stock on a one-for-one basis, but no other stockholder exchanges its B Ordinary Shares. |
SCHEDULE 13D
CUSIP No. 37890B 100
Item 1. Security and Issuer
This statement on Schedule 13D (this “Statement”)
relates to the Reporting Person’s (as defined in Item 2 below) beneficial ownership interest in the Class A common stock, par
value $0.0001 per share (the “Class A Common Stock”), of Global Business Travel Group, Inc., a Delaware corporation
(the “Issuer”). The address of the principal executive offices of the Issuer is 666 3rd Avenue, 4th Floor, New York,
NY 10172.
Item 2. Identity and Background
| (a) | This Statement is being filed by Juweel Investors (SPC) Ltd (“Juweel”) with
respect to securities held of record by Juweel (the “Reporting Person”). |
| (b) | The address of the principal office and principal business of the Reporting Person is 350 Madison Avenue, 8th Floor, New York, New
York 10017. |
| (c) | Juweel is a holding company formed for the sole purpose of making an investment in the Issuer
(or a predecessor thereto). |
| (d) | During the last five years, neither the Reporting Person nor, to the best of its knowledge, any of the executive officers or directors
of the Reporting Person, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the past five years, neither the Reporting Person nor, to the best of its knowledge, any of the executive officers or directors
of the Reporting Person, were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Juweel is an exempted segregated portfolio company with limited liability incorporated under the laws of the Cayman Islands. |
Item 3. Source and Amount of Funds or Other Consideration
The responses to Items 2, 4, 5 and 6 of this Schedule 13D are incorporated
into this Item 3 by reference.
On May 27, 2022, in connection with the consummation of the transactions
contemplated by the business combination agreement dated December 2, 2021 between Apollo Strategic Growth Capital (“Apollo”)
and GBT JerseyCo Limited (“JerseyCo”) (the “Business Combination Agreement”), Juweel received 162,388,084
B Ordinary Shares of JerseyCo (the “B Ordinary Shares”) and an equal number of shares of Class B Common Stock of the
Issuer (the “Class B Common Stock”). Juweel also entered into an exchange agreement dated May 27, 2022 (the “Exchange
Agreement”) with the Issuer, JerseyCo, American Express Travel Holdings Netherlands Coöperatief U.A. (“Amex HoldCo.”)
and EG Corporate Travel Holdings LLC (“Expedia”) giving it the right, on the terms and subject to the conditions of
the Exchange Agreement, to exchange its B Ordinary Shares for an equal number of shares of Class A Common Stock of the Issuer (the “Class
A Common Stock”) on a one-for-one basis (with automatic cancellation of an equal number of shares of Class B Common Stock),
subject to the conditions described in Item 6.
The Issuer’s Class A Common Stock and Class B Common Stock will
vote together as a single class on all matters submitted to a vote of stockholders, except as otherwise required by applicable law. Both
the Class A Common Stock and the Class B Common Stock carry one vote per share on all matters on which stockholders are generally entitled
to vote.
Item 4. Purpose of Transaction
The responses to Items 2, 3, 5 and 6 of this Schedule 13D are incorporated
into this Item 4 by reference.
The Reporting Person beneficially owns Class A Common Stock for investment
purposes. Subject to the agreements described herein, the Reporting Person intends to review on a continuing basis its investment in the
Issuer and may from time to time increase or decrease its investment in the Issuer depending upon the price and availability of the Issuer’s
securities, subsequent developments affecting the Issuer, the Issuer’s business and prospects, other investment and business opportunities
available to the Reporting Person, general stock market and economic conditions, tax considerations and other factors.
Item 5. Interest in Securities of the Issuer
The responses to Items 2, 3, 4 and 6 of this Schedule 13D are incorporated
into this Item 5 by reference.
(a) and (b) The following table sets forth the aggregate number and
percentage of the Class A Common Stock beneficially owned by the Reporting Person. The aggregate number and percentage of the Class A
Common Stock beneficially owned by the Reporting Person is calculated in accordance with Rule 13d-3.
Reporting Person |
|
Number of
Shares With Dispositive Power |
|
Percentage of Class
A Common Stock
Outstanding(1) |
Juweel Investors (SPC) Ltd |
|
162,388,084 |
|
74.04% |
| (1) | Based
on 56,945,033 shares of Class A Common Stock issued and outstanding as of May 27, 2022, and assuming that the Reporting
Person exchanges all of the B Ordinary Shares (with automatic cancellation of the shares of Class B Common Stock) held directly
or indirectly by it for shares of Class A Common Stock on a one-for-one basis, but no other stockholder exchanges its B Ordinary
Shares. |
On May 27, 2022, Juweel entered into a shareholders agreement with
the Issuer, JerseyCo, Amex HoldCo. and Expedia (the “Shareholders Agreement”). By virtue of the Shareholders Agreement
and the obligations and rights thereunder, the Reporting Person may be deemed to be in a “group” with Amex HoldCo. and Expedia
for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This filing
shall not be deemed an admission that such persons constitute a “group” for purposes of Section 13(d) of the Exchange Act
and the Reporting Person expressly disclaims such group membership.
(c) Except as set forth in this Item 5, the Reporting Person has not
effected any transaction in shares of Class A Common Stock during the past sixty (60) days.
(d) To the best knowledge of the Reporting Person, no person other
than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale
of, the securities beneficially owned by the Reporting Person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
The responses to Items 2, 3, 4 and 5 of this Schedule 13D are incorporated
into this Item 6 by reference.
Pursuant to the Exchange Agreement described above, Juweel may exchange
its B Ordinary Shares (with automatic cancellation of an equal number of shares of Class B Common Stock) for shares of Class A Common
Stock on a one-for-one basis, subject to certain conditions and customary adjustments for stock splits, stock, dividends, reclassifications
and other similar transactions or, in certain limited transactions, at the option of the a committee of independent directors of the Issuer
(the “Exchange Committee”), for cash.
The Issuer, acting through the Exchange Committee, may limit or restrict
such exchanges if the Exchange Committee determines that such limitations or restrictions are necessary to avoid a violation of applicable
law or JerseyCo being classified as a “publicly traded partnership” taxable as a corporation for U.S. federal income tax purposes.
In the event of certain tender offers, changes of control or similar transactions with respect to shares of Class A Common Stock, the
Exchange Agreement entitles each of Juweel, Amex HoldCo. and Expedia to exchange its B Ordinary Shares in order to participate in such
tender offers, changes of control or similar transactions.
Pursuant to an Amended and Restated Registration Rights Agreement (the
“Registration Rights Agreement”) entered into by and among the Issuer and certain stockholders, including Amex HoldCo.,
certain stockholders can require the Issuer to register for resale under the Securities Act of 1933, as amended, their shares of Class
A Common Stock, whether currently owned or issued upon exchange of B Ordinary Shares. The Registration Rights Agreement also provides
for customary piggyback rights.
In addition, the Shareholders Agreement sets forth various restrictions,
limitations and other terms concerning the transfer of equity security securities of the Issuer by the parties thereto. Among other matters,
and subject to certain terms, conditions and exceptions, the Shareholders Agreement will prohibit Juweel, Amex HoldCo. and Expedia, severally
and not jointly, from effecting transfers of such equity securities to certain specified restricted persons, as well as transfers that
would violate applicable securities laws or cause the Issuer to be treated other than as a pass-through entity for U.S. federal income
tax purposes. The Shareholders Agreement also specifies the initial composition of the Issuer board of directors (the “Board”)
and requires the Issuer to take all necessary action within its control to cause the Board to have 11 directors, consisting of the Chief
Executive Officer of the Issuer, two nominees of Juweel, two Amex HoldCo. nominees, one Expedia nominee, one nominee of APSG Sponsor,
L.P. (the “Sponsor”), and, for so long as the director designated by the Sponsor is serving on the Board, four independent
nominees, nominated by the Board’s nominating and governance committee, and, following the conclusion of the Sponsor designee’s
service on the Board, five such independent nominees. If Juweel or Amex HoldCo. ceases to own at least 15% of the Issuer’s issued
shares, it will thereafter have the right (on a several basis) to nominate only one director, and if any of Juweel, Amex HoldCo. or Expedia
ceases to own at least 5% of the Issuer’s issued shares, it will thereafter have no right to nominate a director, except that Amex
HoldCo. will continue to have the right (on a several basis) to nominate a director for so long as the Issuer is deemed to be “controlled”
by American Express under the Bank Holding Company Act of 1956, as amended.
The Shareholders Agreement will also require (subject to certain specified
conditions and exceptions including those described below) the approval of each of Juweel, Amex HoldCo. and Expedia to take certain actions,
including:
| · | Other than in accordance with the Issuer’s Certificate
of Incorporation or pursuant to an issuer tender offer or share repurchase program that, in each case, was approved by the Board, the
redemption, cancellation or repayment of any equity securities of the Issuer or JerseyCo, other than on a pro rata basis from all shareholders; |
| · | Dividends or distributions, other than on a pro rata basis; |
| · | Other than in accordance with the Issuer’s Certificate
of Incorporation, any share exchanges, splits, combinations and similar actions with respect to one or more, but not all, classes or
series of the Issuer’s or JerseyCo’s shares; |
| · | Amendments to JerseyCo’s organizational documents that
relate specifically and solely to rights, priorities and privileges of the B Ordinary Shares or the C Ordinary Shares of JerseyCo (the
“C Ordinary Shares”), as applicable, or have a disproportionate adverse effect on such shares as compared to any other
class or series of shares, and do not require a separate class vote of the holders of such shares; or |
| · | Any agreement or commitment to do any of the foregoing. |
In general, the foregoing approval right of each of Juweel, Amex HoldCo.
and Expedia will terminate if such person ceases to own at least 10% of the Issuer’s common stock; however, an amendment to JerseyCo’s
organizational documents of the type described in the fourth bullet in the preceding sentence will require the approval of any such person
to which such amendment is materially adverse, regardless of such person’s percentage interest of the Issuer’s common stock.
The foregoing approval rights do not apply to actions that the Issuer or JerseyCo undertake to effect an exchange pursuant to the Exchange
Agreement, actions that they are otherwise authorized to undertake pursuant to the Exchange Agreement or actions they undertake to effect
certain equity adjustments in connection with the Issuer’s acquisition of the Egencia business from Expedia, as specified in the
Shareholders Agreement.
In connection with the Business Combination Agreement, on December
2, 2021, Apollo and certain stockholders, including Juweel, entered into a company holders support agreement (the “Company Holders
Support Agreement”), pursuant to which Juweel has agreed not to transfer, until the 180th day following the consummation of
the transactions contemplated by the Business Combination Agreement, any equity securities of the Issuer or JerseyCo (subject to certain
permitted exceptions).
Pursuant to the Business Combination Agreement, if at any time during
the five years following the consummation of the transactions contemplated by the Business Combination Agreement, the dollar volume-weighted
average price of the Class A Common Stock is, for any 20 trading days within a period of 30 consecutive trading days, greater than or
equal to (i)$12.50, then one-half of the number of C Ordinary Shares held by Juweel shall automatically and without further action on
the part of any person be converted and re-designated into an equal number of B Ordinary Shares; or (ii) $15.00, then the remaining C
Ordinary Shares held by Juweel shall automatically and without further action on the part of any person be converted and re-designated
into an equal number of B Ordinary Shares.
The foregoing summaries do not purport to be complete, and are qualified
in their entirety by reference to the Business Combination Agreement, Exchange Agreement, the Registration Rights Agreement, the Shareholders
Agreement and the Company Holders Support Agreement, filed herewith as Exhibits 1, 2, 3, 4 and 5, respectively, and incorporated herein
by reference.
Other than the matters disclosed in this Schedule 13D, the Reporting
Person is not party to any contracts, arrangements, understandings, or relationships with respect to any securities of the Issuer, including
but not limited to the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts
or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
Exhibit |
|
Description |
|
|
1. |
|
Business Combination Agreement, dated as of December 2, 2021, by and between Apollo Strategic Growth Capital and GBT JerseyCo Limited (incorporated by reference to Exhibit 2.1 of APSG’s Registration Statement on Form S-4 (Reg. No. 333-261820), filed with the SEC on December 21, 2021). |
|
|
2. |
|
Form of Exchange Agreement, by and among Global Business Travel Group, Inc., GBT JerseyCo Limited and equityholders of GBT JerseyCo Limited (incorporated by reference to Exhibit 10.7 of APSG’s Registration Statement on Form S-4 (Reg. No. 333-261820), filed with the SEC on December 21, 2021). |
|
|
3. |
|
Form of Amended & Restated Registration Rights Agreement entered into by and among Global Business Travel Group, Inc., APSG Sponsor, L.P. and the other parties thereto (incorporated by reference to Exhibit 10.10 of APSG’s Registration Statement on Form S-4 (Reg. No. 333-261820), filed with the SEC on December 21, 2021). |
|
|
|
4. |
|
Form of Shareholders Agreement by and among by and among Global
Business Travel Group, Inc., GBT JerseyCo Limited, American Express Travel Holdings Netherlands Coöperatief U.A., Juweel Investors
(SPC) Limited and EG Corporate Travel Holdings LLC (incorporated by reference to Exhibit 10.4 of APSG’s Registration Statement
on Form S-4 (Reg. No. 333-261820), filed with the SEC on December 21, 2021). |
|
|
|
5. |
|
Company Holders Support Agreement, dated as of December 2, 2021, by and among Apollo Strategic Growth Capital and the parties set forth on Schedule I thereto (incorporated by reference to Exhibit 10.4 to Apollo Strategic Growth Capital’s Current Report on Form 8-K, filed with the SEC on December 8, 2021). |
SIGNATURES
After reasonable inquiry and to the best of the undersigned’s
knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 6, 2022
|
/s/ Tom LaMacchia |
|
Tom LaMacchia |
|
Authorized Signatory, Juweel Investors (SPC) Ltd |