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Apollo Strategic Growth Capital II

9 West 57th Street, 42nd Floor

New York, New York 10019

July 27, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, NE

Washington, DC 20549

Attention: Babette Cooper, Wilson Lee

    RE:
    Apollo Strategic Growth Capital II

    Form 10-K/A for the Fiscal Year Ended December 31, 2022

    Filed April 5, 2023

    File No. 001-40018

Ladies and Gentlemen:

This letter sets forth the response of Apollo
Strategic Growth Capital II (the “Company”) to the comment of the staff of the Division of Corporation Finance, Office of
Real Estate & Construction (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set
forth in your letter, dated July 13, 2023, with respect to the Company’s Form 10-K/A for the Fiscal Year Ended December 31, 2022,
filed on April 5, 2023, File No. 001-40018 (the “Form 10-K”).

Set forth below is the disclosure the Company
intends to include in its future filings in response to the Staff’s comment. For your convenience, the Staff’s comment is
reprinted in bold below, followed by the Company’s response thereto.

Form 10-K/A for the Fiscal Year Ended December 31, 2022

1. With a view toward disclosure, please tell us whether
                                            your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so,
                                            please revise your disclosure in future filings to include disclosure that addresses how
                                            this fact could impact your ability to complete your initial business combination. For instance,
                                            discuss the risk to investors that you may not be able to complete an initial business combination
                                            with a U.S. target company should the transaction be subject to review by a U.S. government
                                            entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately
                                            prohibited. Disclose that as a result, the pool of potential targets with which you could
                                            complete an initial business combination may be limited. Further, disclose that the time
                                            necessary for government review of the transaction or a decision to prohibit the transaction
                                            could prevent you from completing an initial business combination and require you to liquidate.
                                            Disclose the consequences of liquidation to investors, such as the losses of the

    Securities and Exchange Commission
 July 27, 2023 Page 2

investment
opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. Please
include an example of your intended disclosure in your response.

Response: The Company respectfully advises
the Staff that the Company’s sponsor is not a “foreign person” (as such term is defined in 31 C.F.R. Part 800) and is
not “controlled” (as such term is defined in 31 C.F.R. Part 800) by and does not have substantial ties to, any “foreign
person” such that the Company’s initial business combination would automatically be subject to CFIUS review.

However, in light of the Staff’s comment
and in case we may identify a target that would qualify as a “U.S. business,” the Company will include the risk factor set
forth below in its future filings to disclose the risks related to potential review of the Company’s initial business combination
by a U.S. government entity, including CFIUS, and the impact that such a review may have on the Company’s ability to complete an
initial business combination and potential consequences of such a review to the Company’s investors.

* * * * *

Under certain circumstances, the Company’s
initial business combination may be subject to review by a U.S. government entity, including the Committee on Foreign Investment in the
United States (“CFIUS”), which could impact the Company’s ability to complete its initial business combination and require
the Company to liquidate.

Under certain circumstances, the Company’s
initial business combination may be subject to review by a U.S. government entity, including CFIUS. For example, investments that involve
the acquisition of, or investment in, a U.S. business by a non-U.S. investor may be subject to U.S. laws that regulate foreign investments
in U.S. businesses and access by foreign persons to technology developed and produced in the United States. These laws include Section
721 of the Defense Production Act of 1950, as amended by the Foreign Investment Risk Review Modernization Act of 2018, and the regulations
at 31 C.F.R. Parts 800 and 802, as amended, administered by CFIUS.

Whether CFIUS has jurisdiction to review
an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, including the
level of beneficial ownership interest and the nature of any information or governance rights involved. For example, investments that
result in “control” of a “U.S. business” by a “foreign person” (in each case, as such terms are defined
in 31 C.F.R. Part 800) are subject to CFIUS jurisdiction. Significant CFIUS reform legislation, which was fully implemented through regulations
that became effective in 2020, expanded the scope of CFIUS’s jurisdiction to investments that do not result in control of a U.S.
business by a foreign person, but afford certain foreign investors certain information or governance rights in a U.S. business that has
a nexus to “critical technologies,” “covered investment critical infrastructure” and/or “sensitive personal
data” (in each case, as such terms are defined in 31 C.F.R. Part 800).

We may identify a target that would qualify as a “U.S.
business.” Our sponsor is not a “foreign person,” and our sponsor is not “controlled” by and does not have
substantial ties to any “foreign persons,” such that our sponsor’s involvement in the Company’s initial business

    Securities and Exchange Commission
 July 27, 2023 Page 3

combination may automatically be a “covered
transaction.” However, it is possible that our initial business combination becomes subject to regulatory review, including a potential
mandatory or voluntary review by CFIUS, and restrictions, limitations or conditions could be imposed on the initial business combination.
The risk of review by a U.S. government entity, including CFIUS, could limit the pool of potential targets with which we can complete
an initial business transaction.

CFIUS or another U.S. government entity could
choose to review the Company’s initial business combination, even if a filing with CFIUS or another U.S. government entity is or
was not required at the time of such transaction. Any review and approval of an investment or transaction by CFIUS or another U.S. government
entity may have outsized impacts on transaction certainty, timing, feasibility and cost, among other things. CFIUS policies and agency
practices are rapidly evolving, and in the event that CFIUS reviews the Company’s initial business combination, the time necessary
for the U.S. government to review the transaction may prevent the Company from completion its initial business combination. CFIUS could
also seek to prohibit the contemplated initial business combination or CFIUS could also order us to divest all or a portion of a target
company if we had proceeded without first obtaining CFIUS clearance.

If CFIUS or another U.S. government entity
elects to review the Company’s initial business combination, the time necessary to complete such review or a decision to prohibit
the initial business combination could prevent us from completing an initial business combination prior to February 12, 2024. In such
a case, we would be required to cease all operations except for the purpose of winding up and as a result, our shareholders will lose
their potential investment in any target company and any price appreciation of our Class A ordinary shares as a result of our initial
business combination with a target company. Furthermore, there will be no redemption rights or liquidating distributions with respect
to our warrants, which will expire worthless in the event of our winding up.

* * * * *

Please contact Brian M. Janson of Paul, Weiss,
Rifkind, Wharton & Garrison LLP at (212) 373-3588 with any questions or further comments regarding the responses to the Staff’s
comments.

    Sincerely,

    Apollo Strategic Growth Capital II

    By:
    /s/ James Crossen

    Name:
    James Crossen

    Title:
    Chief Financial Officer

cc:    Brian M. Janson