avpt20250609_8k.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
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. ☐
 

Item 8.01         Other Events.
 
On June 9, 2025, AvePoint, Inc. (“AvePoint”) delivered a notice of redemption (the “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. A copy of the Notice of Redemption delivered by AvePoint is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
 
Neither this Current Report on Form 8-K nor the 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.
 
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 10, 2025
AvePoint, Inc.
   
 
By:
/s/ Brian Michael Brown
 
 
Brian Michael Brown
 
 
Chief Legal and Compliance Officer, and Secretary
 
 
 
 
 

Exhibit 99.1

 

June 9, 2025

 

 

NOTICE OF REDEMPTION OF PUBLIC WARRANTS (CUSIP 053604112)

 

Dear Warrant Holder,

 

AvePoint, Inc. (the “Company”) hereby gives notice that it is redeeming, at 5:00 p.m. New York City time on July 9, 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 4, 2025, the last sales price of the Warrants was $7.80 per Warrant and the last sales price of the Common Stock was $19.24 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 4, 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 9, 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 9, 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 telephone number 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)