Apollo S3 Private Markets Fund
04/03/2025 | Press release | Distributed by Public on 04/03/2025 10:50
Post-Effective Amendment to Post-Effective Amendment by Investment Company (Form 486BXT)
1933 Act File No. 333-272231
1940 Act File No. 811-23878
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
REGISTRATION STATEMENT
UNDER
| SECURITIES ACT OF 1933 | ☐ | |||
| Pre-Effective Amendment | ☐ | |||
| Post-Effective Amendment No. 3 | ☒ |
and/or
REGISTRATION STATEMENT
UNDER
| INVESTMENT COMPANY ACT OF 1940 | ☐ | |||
| Amendment No. 6 | ☒ |
(Check appropriate box or boxes)
Apollo S3 Private Market Fund
(Exact Name of Registrant as Specified in Charter)
9 West 57th Street, 42nd Floor
New York, NY 10019
(Address of Principal Executive Offices)
212-515-3450
(Registrant's Telephone Number, including Area Code)
Kristin Hester
Apollo S3 Private Markets Fund
9 West 57th Street, 42nd Floor
New York, NY 10019
(Name and address of agent for service)
Copies of information to:
Ryan P. Brizek, Esq.
Simpson Thacher & Bartlett LLP
900 G Street, N.W.
Washington, D.C. 20001
April 3, 2025
| ☐ |
Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans. |
| ☒ |
Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 ("Securities Act"), other than securities offered in connection with a dividend reinvestment plan. |
| ☐ |
Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto. |
| ☐ |
Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act. |
| ☐ |
Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act. |
It is proposed that this filing will become effective (check appropriate box)
| ☐ |
when declared effective pursuant to Section 8(c) of the Securities Act |
The following boxes should only be included and completed if the registrant is making this filing in accordance with Rule 486 under the Securities Act.
| ☐ |
immediately upon filing pursuant to paragraph (b) |
| ☒ |
on April 11, 2025 pursuant to paragraph (b) |
| ☐ |
60 days after filing pursuant to paragraph (a) |
| ☐ |
on pursuant to paragraph (a) |
If appropriate, check the following box:
| ☒ |
This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
| ☐ |
This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ______. |
| ☐ |
This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ______. |
| ☐ |
This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ______. |
Check each box that appropriately characterizes the Registrant:
| ☒ |
Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 ("Investment Company Act")). |
| ☐ |
Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act). |
| ☐ |
Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act). |
| ☐ |
A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form). |
| ☐ |
Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act). |
| ☐ |
Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 ("Exchange Act"). |
| ☐ |
If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. |
| ☐ |
New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing). |
EXPLANATORY NOTE
This Post-Effective Amendment No. 3 to the Registrant's Registration Statement on Form N-2 is being filed pursuant to paragraph (b)(1)(iii) of Rule 486 of the Securities Act of 1933, as amended (the "1933 Act"), solely for the purpose of delaying, until April 11, 2025, the effectiveness of the registration statement for Apollo S3 Private Markets Fund, filed in Post-Effective Amendment No. 1 ("PEA No. 1") on January 29, 2025, pursuant to paragraph (a) of Rule 486 of the 1933 Act. Since no other changes are intended to be made to PEA No. 1 by means of this filing, Parts A, B and C of PEA No. 1 are incorporated herein by reference.
PART A - PROSPECTUS
The Prospectus for Apollo S3 Private Markets Fund is incorporated herein by reference to Part A of PEA No. 1.
PART B - STATEMENT OF ADDITIONAL INFORMATION
The Statement of Additional Information for Apollo S3 Private Markets Fund is incorporated herein by reference to Part B of PEA No. 1.
PART C - OTHER INFORMATION
The Part C for Apollo S3 Private Markets Fund is incorporated herein by reference to Part C of PEA No. 1.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that this post-effective amendment to its registration Statement meets all of the requirements for effectiveness under Rule 486(b) and has duly caused this post-effective amendment to its registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 3rd day of April, 2025.
APOLLO S3 PRIVATE MARKETS FUND
| By: |
/s/ Steve Lessar |
|
| Name: | Steve Lessar | |
| Title: | Trustee, Chief Executive Officer, President and Principal Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed below by the following persons in the capacities and on the dates.
|
Signature |
Title |
Date |
||
|
/s/ Steve Lessar Steve Lessar |
Chief Executive Officer, President, Trustee and Principal Executive Officer | April 3, 2025 | ||
|
/s/ Michael Rucker Michael Rucker |
Treasurer, Chief Financial Officer and Principal Financial Officer |
April 3, 2025 | ||
|
Meredith Coffey* Meredith Coffey |
Trustee |
April 3, 2025 | ||
|
Christine Gallagher* Christine Gallagher |
Trustee |
April 3, 2025 | ||
|
Michael Porter* Michael Porter |
Trustee |
April 3, 2025 | ||
|
Carl J. Rickertsen* Carl J. Rickertsen |
Trustee |
April 3, 2025 | ||
|
*By: |
/s/ Kristin Hester |
|
|
Kristin Hester |
||
|
As Agent or Attorney-in-Fact |