| Item 1. | |
| (a) | Name of issuer:
Grupo Aeromexico, S.A.B. de C.V. |
| (b) | Address of issuer's principal executive offices:
Avenida Paseo de la Reforma 243, 25th Floor Col. Renacimiento, Cuauhtemoc 06500 Mexico City, O5, 06500 |
| Item 2. | |
| (a) | Name of person filing:
This statement is filed by (i) AP Aguila Holdings, Ltd. ("AP Aguila"); (ii) Apollo Management IX, L.P. ("Management IX"); (iii) AIF IX Management, LLC ("AIF IX"); (iv) Apollo Management, L.P. ("Apollo Management"); (v) Apollo Management GP, LLC ("Management GP"); (vi) Apollo Management Holdings, L.P. ("Management Holdings LP"); and (vii) Apollo Management Holdings GP, LLC ("Management Holdings GP"). The foregoing are collectively referred to herein as the "Reporting Persons."
AP Aguila directly holds 24,285,302 American Depositary Shares of the Issuer ("ADSs"). Banco Actinver, Institucion de Banca Multiple, Grupo Financiero Actinver, a Mexican bank ("Banco Actinver F/5292 Trust") holds 3,219,715 ADSs on behalf of AP Aguila. Banco Actinver F/5292 Trust is the trustee under the trust agreement No. F/5292, among Banco Actinver F/5292 Trust, as trustee, Banco Nacional de Mexico, S.A, Banamex Fiduciary Division, acting as trustee of the trust agreement No. F/17937-8 and AP Aguila, as settlors and beneficiaries.
Management IX is the investment manager of AP Aguila. AIF IX is the general partner of Management IX. Apollo Management is the sole member of AIF IX. Management GP is the general partner of Apollo Management. Management Holdings LP is the sole member and manager of Management GP. Management Holdings GP is the general partner of Management Holdings LP. |
| (b) | Address or principal business office or, if none, residence:
The principal office of AP Aguila is 1 Soho Place, London W1D 3BG, United Kingdom. The principal office of each of Management IX, AIF IX, Apollo Management, Management GP, Management Holdings LP and Management Holdings GP is 9 W. 57th Street, 41st Floor, New York, New York 10019. |
| (c) | Citizenship:
AP Aguila is a United Kingdom private limited company. Management IX, Apollo Management, and Management Holdings LP are each a Delaware limited partnership. AIF IX, Management GP, and Management Holdings GP are each a Delaware limited liability company. |
| (d) | Title of class of securities:
American Depositary Shares, each representing 10 Common Shares, no par value |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-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. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Management Holdings GP 27,505,017
AP Aguila 27,505,017
Management IX 27,505,017
AIF IX 27,505,017
Apollo Management 27,505,017
Management GP 27,505,017
Management Holdings LP 27,505,017
The reporting persons beneficially own ADSs. Each ADS represents 10 common shares, no par value per share, of the Issuer (the "Common Shares").
The ADSs and underlying Common Shares held by AP Aguila are subject to certain voting limits established in the Mexican Foreign Investment Law and the Issuer's organizational documents. Banco Actinver F/5292 Trust votes the Common Shares in accordance with the terms of the trust agreement, subject to its responsibilities as trustee under the Mexican General Law of Credit Instruments and Transactions (Ley General de Titulos y Operaciones de Credito) and Regulation 1/2005 (Circular 1/2005) issued by the Mexican Central Bank.
Management IX, AIF IX, Apollo Management, Management GP, Management Holdings LP, Management Holdings GP, and Messrs. Marc Rowan, James Zelter and Scott Kleinman, the managers of Management Holdings GP each disclaim beneficial ownership of all American Depositary Shares included in this report, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| (b) | Percent of class:
Management Holdings GP 18.9%
AP Aguila 18.9%
Management IX 18.9%
AIF IX 18.9%
Apollo Management 18.9%
Management GP 18.9%
Management Holdings LP 18.9%
The percentages are based on 1,459,034,090 Common Shares, represented by 145,903,409 ADSs, outstanding as of April 15, 2026, as reported in the Issuer's Annual Report on Form 20-F filed on April 30, 2026. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
0 for all Reporting Persons
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| | (ii) Shared power to vote or to direct the vote:
Management Holdings GP 27,505,017
AP Aguila 27,505,017
Management IX 27,505,017
AIF IX 27,505,017
Apollo Management 27,505,017
Management GP 27,505,017
Management Holdings LP 27,505,017
|
| | (iii) Sole power to dispose or to direct the disposition of:
0 for all Reporting Persons
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| | (iv) Shared power to dispose or to direct the disposition of:
Management Holdings GP 27,505,017
AP Aguila 27,505,017
Management IX 27,505,017
AIF IX 27,505,017
Apollo Management 27,505,017
Management GP 27,505,017
Management Holdings LP 27,505,017
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)