Remarks C06423-2021

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)
Sep 22, 2021
2. SEC Identification Number
A199806865
3. BIR Tax Identification No.
005-301-677
4. Exact name of issuer as specified in its charter
APOLLO GLOBAL CAPITAL, INC. (Formerly, YEHEY! CORPORATION)
5. Province, country or other jurisdiction of incorporation
Metro Manila
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Unit 504, Galleria Corporate Center, EDSA corner Ortigas Ave., Brgy. Ugong Norte,Quezon City Postal Code 1110 Postal Code 1110
8. Issuer's telephone number, including area code
(632) 8532 8654
9. Former name or former address, if changed since last report
N/A
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common 292,686,349,297
11. Indicate the item numbers reported herein
Item 2

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

Apollo Global Capital, Inc.APL

PSE Disclosure Form 5-1 - Substantial Acquisitions References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 and/or Section 5 of the Revised Disclosure Rules

Subject of the Disclosure

Acquisition by Apollo Global Capital, Inc. (“APL”) of Poet Blue Ocean Offshore Services Pte. Ltd. (“PBO”)
Background/Description of the Disclosure

In accordance with the “Use of Proceeds” relating to APL’s recently completed follow-on offering, APL has executed an Instrument of Transfer of Shares covering the acquisition by APL of 490,000 shares, representing 49% ownership, of PBO. The shares were acquired for a price per share of Php1,453.022 or an aggregate purchase price of Php711,980,780. PBO is a Singapore-registered company. It is the owner of MB Siphon I vessel, which will be used for the offshore mining activities of the Company’s subsidiary, JDVC Resources Corporation.
Date of Approval by Board of Directors Sep 20, 2021
Date of Approval by Stockholders N/A
Other Relevant Regulatory Agency, if applicable N/A
Date of Approval by Relevant Regulatory Agency N/A
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The transaction is consistent with the use of proceeds in the Company’s recently completed follow-on offering, where the Company committed to use the net proceeds from the offer primarily to buy a 49% stake in PBO, the owner of MB Siphon I vessel, which will be used for the offshore mining activities of the Company’s subsidiary, JDVC Resources Corporation.
Description of the transaction including the timetable for implementation and related regulatory requirements, if any

The transaction involves the acquisition by APL of 490,000 shares, representing 49% ownership, of PBO. The shares were acquired for a price per share of Php1,453.022 or an aggregate purchase price of Php711,980,780.

The Board of Directors of the Company approved the transaction on 20 September 2021 and the Instrument of Transfer was signed on the same date. The transfer will be recorded with the Accounting and Corporate Regulatory Authority of Singapore upon submission of the proper Instruments of Transfer in the required form (authenticated/apostilled).
Identities of the parties to the transaction
Name Nature of Business Nature of any material relationship with the Issuer, their directors/officers or any of their affiliates
Alex Bernard Ramirez Cruz-Herrera Businessman and Investor Alex Bernard Ramirez Cruz-Herrera is the brother of the Company’s director Bernadette Herrera-Dy
Mark Ulric Go Chan Businessman and investor N/A
Terms and conditions of the transaction
The nature and amount of consideration (e.g. price per share, the aggregate amount)

Cash payment in the total amount of Php711,980,780 at a price per share of Php1,453.022
Basis upon which the amount of consideration or value of the transaction was determined

The amount of consideration is based on the valuation of the MB Siphon I Vessel by Cuervo Appraisers, Inc. The total consideration for the purchase of 49% of the PBO constitutes 49% of the appraised value of the MB siphon vessel of Php1,453,022,000.
The number of shares to be acquired 490,000
Ratio/percentage to total outstanding capital stock 49
Terms of payment

Full payment in cash upon signing of the Instrument of Transfer
Conditions precedent to closing of the transaction, if any

None
Description of the company subject of the transaction
Nature and business

PBO is a special purpose vehicle, registered in Singapore on 21 April 2017, to own MB Siphon 1 (which is its only asset). Its principal activity based on its Singapore registration is “engineering design and consultancy services supporting mining, oil, and gas extraction and offshore exploration activities”.
Discussion of major projects and investments

The only investment of PBO is in the MB Siphon 1 vessel and its only project is the operation of such vessel.
List of subsidiaries and affiliates, with percentage holdings
Name % Ownership
N/A -

Capital structure

Authorized capital stock
Type of Security Amount Number of Shares
N/A - -
Subscribed Shares
Type of Security Amount Number of Shares
N/A - -
Paid-Up Capital
Amount 1,000,000 USD
Number of Shares 1,000,000
Issued Shares
Type of Security Amount Number of Shares
Ordinary Shares 1,000,000 USD 1,000,000
Outstanding Shares
Type of Security Amount Number of Shares
Ordinary Shares 1,000,000 USD 1,000,000
Par Value
Type of Security Amount
N/A -
Ownership Structure (including percentage holdings)
Name Number of Shares % Ownership
Poet Investment Holdings Pte. Ltd. 510,000 51
Mark Ulric Go Chan (prior to transfer to APL) 326,700 32.67
Alex Bernard Ramirez Cruz-Herrera (prior to transfer to APL) 163,300 16.33
Board of Directors
Name (Regular or Independent)
Alex Bernard Ramirez Cruz-Herrera Regular
Quah Peng Wah Regular
Quah Kian Beng Regular
Quah Kian Wah Alternate
Mark Ulric Go Chan Regular
Principal Officers
Name Position/Designation
Lim Lay Hoon (Lin Liyun) Secretary
Effect(s)/impact on the business, financial condition and operations of the Issuer

With its acquisition of a 49% stake in PBO, the Company will effectively have two sources of revenues – first, 90.47% royalties from its subsidiary, JDVC Resources Corporation, and second, 49% share of the charter fees to be earned by PBO.
Other Relevant Information

On the other information/documents required by the Exchange:

- See attached Certificate Confirming Incorporation of PBO

- See attached Constitution of PBO

- See attached Business Profile of PBO (which is similar to the General Information Sheet for Philippine companies)

- On the list of subsidiaries and affiliates, with percentage holdings, PBO does not have subsidiaries. It is 51% owned by POET Investment Holdings Pte. Ltd.

- On capital structure and organizational structure, see information disclosed above. It is noted that PBO, being a Singapore-registered company, does not have an authorized capital stock or subscribed capital stock. Further, its shares are no par value shares.

- On board of Directors, principal officers and major shareholders, see information disclosed above.

- See attached latest (2019) Audited Financial Statements (AFS) of PBO. The 2020 AFS has yet to be released.
Filed on behalf by:
Name Kristina Joyce Caro-Gañgan
Designation Corporate Secretary