avpt20250610_8ka.htm
2025 Warrant Redemption Amendment true 0001777921 0001777921 2025-06-09 2025-06-09 0001777921 avpt:CommonStockParValue00001PerShareCustomMember 2025-06-09 2025-06-09 0001777921 avpt:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtAnExercisePriceOf1150PerShareCustomMember 2025-06-09 2025-06-09
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K/A
(Amendment No. 1)
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): June 9, 2025
 
AvePoint, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-39048
 
83-4461709
(State or other jurisdiction
 
(Commission File Number)
 
(IRS Employer Identification No.)
of incorporation)
 
 
 
 
 
525 Washington Blvd, Suite 1400
Jersey City, NJ
 
07310
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (201) 793-1111
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, par value $0.0001 per share
 
AVPT
 
Nasdaq Global Select Stock Market
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
 
AVPTW
 
Nasdaq Global Select Stock Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company
 
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 13(a) of the Exchange Act. ☐
 
 

 
Explanatory Note
 
This Amendment No. 1 on Form 8-K/A (“Amendment No. 1”) is an amendment to the Current Report on Form 8-K filed by AvePoint, Inc. (“AvePoint”) with the Securities and Exchange Commission (the “SEC”) on June 10, 2025 (the “Original Form 8-K”). At the close of business on June 11, 2025, AvePoint intends to deliver the Amended Notice of Redemption (as defined below) to update certain dates, including the Redemption Date (as defined in the Initial Notice of Redemption), included in the Initial Notice of Redemption (as defined below). AvePoint is amending the Original Form 8-K to file an updated Exhibit 99.1 that is attached hereto and described in Item 8.01 of this Amendment No. 1. This Amendment No. 1 should be read in conjunction with the Original Form 8-K.
 
Item 8.01         Other Events.
 
On June 9, 2025, AvePoint delivered a notice of redemption (the “Initial Notice of Redemption”) calling for the redemption of all of its outstanding public warrants to purchase shares of AvePoint’s Common Stock, par value $0.0001 per share, that were issued under the Warrant Agreement, dated September 16, 2019, by and between AvePoint’s predecessor company, Apex Technology Acquisition Corporation (“Apex”), and Continental Stock Transfer & Trust Company, as warrant agent, as part of the units sold in Apex’s initial public offering. At the close of business on June 11, 2025, AvePoint intends to deliver an amended notice of redemption (the “Amended Notice of Redemption”) in order to update certain dates, including the Redemption Date, included in the Initial Notice of Redemption. A copy of the Amended Notice of Redemption AvePoint intends to deliver is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
 
Neither this Amendment No. 1 nor the Amended Notice of Redemption attached hereto as Exhibit 99.1 constitutes an offer to sell or the solicitation of an offer to buy any securities of AvePoint, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.
 
Forward-Looking Statements
 
This Amendment No. 1 contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and other federal securities laws including statements regarding the future performance of and market opportunities for AvePoint. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Amendment No. 1, including but not limited to: changes in the competitive and regulated industries in which AvePoint operates, variations in operating performance across competitors, changes in laws and regulations affecting AvePoint’s business and changes in AvePoint’s ability to implement business plans, forecasts, and ability to identify and realize additional opportunities, and the risk of downturns in the market and the technology industry. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of AvePoint’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q. Copies of these and other documents filed by AvePoint from time to time are available on the SEC's website, www.sec.gov. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and AvePoint does not assume any obligation and does not intend to update or revise these forward-looking statements after the date of this Amendment No. 1, whether as a result of new information, future events, or otherwise, except as required by law. AvePoint does not give any assurance that it will achieve its expectations. Unless the context otherwise indicates, references in this Amendment No. 1 to the terms “AvePoint”, “the Company”, “we”, “our” and “us” refer to AvePoint, Inc. and its subsidiaries. 
 
Item 9.01         Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit No.
 
Description 
99.1
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 

 
 
 
SIGNATURES
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 Date: June 11, 2025
AvePoint, Inc.
   
 
By:
/s/ Brian Michael Brown
 
 
Brian Michael Brown
 
 
Chief Legal and Compliance Officer, and Secretary
 
 
 
 
 

 

Exhibit 99.1

 

June 11, 2025

 

AMENDED NOTICE OF REDEMPTION OF PUBLIC WARRANTS (CUSIP 053604112)

 

Dear Warrant Holder,

 

AvePoint, Inc. (the “Company”) previously gave notice on June 9, 2025, and hereby gives amended notice, that it is redeeming, at 5:00 p.m. New York City time on July 11, 2025 (the “Redemption Date”), all of the Company’s outstanding public warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), that were issued under the Warrant Agreement, dated September 16, 2019, by and between the Company’s predecessor company, Apex Technology Acquisition Corporation (“Apex”), and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”), as part of the units sold in Apex’s initial public offering for a redemption price of $0.01 per Warrant (the “Redemption Price”). Each Warrant entitles the holder thereof to purchase one share of Common Stock. Pursuant to the Warrant Agreement, a holder must exercise its Warrants only for a whole number of shares of Common Stock at a price of $11.50 per share. Any Warrants that remain unexercised at 5:00 p.m. New York City time on the Redemption Date will be void and no longer exercisable and their holders will have no rights with respect to those Warrants, except to receive the Redemption Price.

 

The Warrants are listed on Nasdaq under the symbol “AVPTW.” On June 6, 2025, the last sales price of the Warrants was $7.89 per Warrant and the last sales price of the Common Stock was $19.56 per share.

 

TERMS OF REDEMPTION; CESSATION OF RIGHTS

 

The rights of the Warrant holders to exercise their Warrants will terminate immediately prior to 5:00 p.m. New York City time on the Redemption Date. At 5:00 p.m. New York City time on the Redemption Date and thereafter, holders of unexercised Warrants will have no rights with respect to those Warrants, except to receive, upon surrender of their Warrant certificates, the Redemption Price. We encourage you to consult with your broker, financial advisor and/or tax advisor to consider whether or not to exercise your Warrants. Note that the act of exercising is VOLUNTARY, meaning holders must instruct their broker to submit the Warrants for exercise.

 

The Company is exercising this right to redeem the Warrants pursuant to Section 6 of the Warrant Agreement. Pursuant to Section 6.1 of the Warrant Agreement, the Company has the right to redeem all of the outstanding Warrants if the last sales price of the Common Stock equals or exceeds $18.00 per share on each of 20 trading days within any 30-day trading period ending on the third business day prior to the date on which a notice of redemption is given. The last sales price of the Common Stock has been at least $18.00 per share on each of 20 trading days within the 30-day trading period ending on June 6, 2025 (which is the third business day prior to the date of this redemption notice).

 

EXERCISE PROCEDURE

 

Warrant holders have until 5:00 p.m. New York City time on the Redemption Date to exercise their Warrants to purchase Common Stock. Warrants may only be exercised for cash. Each Warrant entitles the holder thereof to purchase one share of Common Stock. Pursuant to the Warrant Agreement, a holder must exercise its Warrants only for a whole number of shares of Common Stock at a price of $11.50 per share.

 

Those who hold their Warrants in street name should immediately contact their broker to determine their brokers procedure for exercising their Warrants since the process to exercise is VOLUNTARY.

 

Persons who are holders of record of their Warrants may exercise their Warrants by sending:

 

1. The Warrant certificate; and

 

2. A fully and properly completed “Election to Purchase” (a form of which is attached hereto as Annex A), duly executed and indicating, among of things, the number of Warrants being exercised,

 

to:

 

Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department

Email: [email protected]

 

 

The method of delivery of the Warrants is at the option and risk of the holder, but if mail is used, registered mail properly insured is suggested.

 

The Warrant certificate and the fully and properly completed Election to Purchase must be received by Continental Stock Transfer & Trust Company prior to 5:00 p.m. New York City time on July 11, 2025. Warrants which are received on or after such time will not be exercised, but will be redeemed.

 

For holders of Warrants who hold their warrants in “street name,” provided that a Notice of Guaranteed Delivery is received by Continental Stock Transfer & Trust Company prior to 5:00 p.m. New York City time on July 11, 2025, broker-dealers shall have two business days to deliver the Warrant to Continental Stock Transfer & Trust Company.

 

Any Warrant received which is received without the Election to Purchase or the Notice of Guaranteed Delivery having been duly executed and fully and properly completed will be deemed to have been delivered for redemption (at $0.01 per Warrant), and not for exercise.

 

PROSPECTUS

 

A prospectus covering the Common Stock issuable upon the exercise of the Warrants (and the supplements thereto) is included in a registration statement filed with, and declared effective by, the Securities and Exchange Commission (Registration No. 333-258109) (the “SEC”). The SEC also maintains an Internet website that contains a copy of this prospectus. The address of this site is www.sec.gov. Alternatively, to obtain a copy of the prospectus (and the supplements thereto), please visit our investor relations website at investors.avepoint.com.

 

REDEMPTION PROCEDURE

 

Payment of the Redemption Price will be made by the Company upon presentation and surrender of the Warrant for payment after 5:00 p.m. New York City time on the Redemption Date. Those who hold their shares in “street name” should contact their broker to determine their broker’s procedure for redeeming their Warrants. Persons who are holders of record of their Warrants may redeem their Warrants by delivering their certificates representing their Warrants to:

 

Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department

Email: [email protected]

 

*********************************

 

 

Any questions you may have about redemption and exercising your Warrants may be directed to Continental Stock Transfer & Trust Company at its address and email address set forth above.

 

Sincerely,

 
   
/s/ Brian Michael Brown  

Brian Michael Brown

 

Chief Legal and Compliance Officer

 

 

 

 

 

Annex A

 

ELECTION TO PURCHASE

 

To Be Executed by the Registered Holder in Order to Exercise Warrants

 

The undersigned Registered Holder irrevocably elects to exercise Warrants represented by this Warrant Certificate, and to purchase the shares of Common Stock issuable upon the exercise of such Warrants, and requests that Certificates for such shares shall be issued in the name of

 

 

 

(PLEASE TYPE OR PRINT NAME AND ADDRESS)

 

(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

 

and be delivered to

 
 

(PLEASE PRINT OR TYPE NAME AND ADDRESS)

 

and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the name of, and delivered to, the Registered Holder at the address stated below:

 

 

Dated:

     
     

(SIGNATURE)

       
     

(ADDRESS)

       
     

(TAX IDENTIFICATION NUMBER)