EXHIBIT 3.1

Apollo Strategic Growth Capital ii

(the "Company")

Sanjay Patel, the acting Chairman at the Extraordinary General Meeting of the Company held on 5 May 2023 (the "Meeting"), hereby certifies that this is a true extract of the minutes of the Meeting:

“the date that is the later of (i) 24 months after such closing date of the Offering and (ii) if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within 24 months from the closing of the Offering but has not completed the initial Business Combination within such 24 month period, the date that is 27 months after such closing date of the Offering.”

“February 12, 2024, or such earlier date as determined by the Directors in their sole and absolute discretion.”

“Redemption Limitation” has the meaning ascribed to it in Article 21.”;

“; provided, however, that the Company will only redeem Offering Shares so long as (after such redemption), the net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (or any successor rule)), of the Company, or of any entity that succeeds the Company as a public company, will be at least $5,000,001 either immediately prior to or upon consummation of the initial Business Combination or any greater net tangible asset or cash requirement which may be contained in the agreement relating to the initial Business Combination (such limitation hereinafter called the "Redemption Limitation")”;

“if the Redemption Limitation is not exceeded.”

and replacing them with the words:

“with the sanction of an Ordinary Resolution.”; and

“The Company’s ability to provide such opportunity is subject to the Redemption Limitation.”

Capitalised terms have the same meaning as defined in the minutes of the Meeting. Paragraph numbers of the extract do not correspond with those in the minutes of the Meeting.

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