AvePoint, Inc 10-K/A, filed Jun 13, 2023
AvePoint, Inc. (AVPT)
About this 10-K/A
AvePoint, Inc filed this 10-K/A on June 13, 2023, covering the fiscal year ended December 31, 2022.
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of each class
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Trading symbol
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Name of each exchange on which registered
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The
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The
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Large accelerated filer ☐
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| Non-accelerated filer ☐ | Smaller reporting company |
| Emerging growth company |
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the completeness and accuracy of financial accounting, reporting and disclosures;
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the identification, review and accounting for nonroutine transactions and/or complex accounting transactions; and
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segregation of duties with respect to the processing of financial transactions.
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the hiring of personnel with technical accounting and financial reporting experience to further enhance our ability to accurately and expediently respond to increased accounting and financial complexities and increased resource demand with respect thereto, and to aid in further identification and oversight with respect to disclosure control activities in response;
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the engagement of external consultants in the assistance of the evaluation of complex accounting matters;
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the establishment of formalized internal controls to review and maintain segregation of duties between appropriate control operators; and
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the implementation of improved accounting and financial reporting procedures to enhance the completeness and accuracy of our financial accounting, reporting, and disclosures.
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a.
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Financial Statements and Schedules
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b.
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Exhibits
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Incorporated by Reference
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Exhibit
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Description
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Schedule/
Form
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File No.
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Exhibit
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Filing Date
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Filed Herewith | ||||||
| 2.1 | Business Combination Agreement and Plan of Reorganization, dated November 23, 2020, by and among Apex, Merger Subs and AvePoint. | Form 8-K | 001-39048 | 2.1 | March 9, 2021 | |||||||
| 2.2 | Amendment No. 1 to Business Combination Agreement and Plan of Reorganization, dated December 30, 2020, by and among Apex, Merger Subs and AvePoint. | Form 8-K | 001-39048 | 2.1 | December 30, 2020 | |||||||
| 2.3 | Amendment No. 2 to Business Combination Agreement and Plan of Reorganization, dated March 8, 2021, by and among Apex, Merger Subs and AvePoint. | Form 8-K | 001-39048 | 2.1 | March 9, 2021 | |||||||
| 2.4 | Amendment No. 3 to Business Combination Agreement and Plan of Reorganization, dated May 18, 2021, by and among Apex, Merger Subs and AvePoint. | Form 10-Q | 001-39048 | 10.3 | May 19, 2021 | |||||||
| 2.5 | Agreement and Plan of Merger, dated as of July 23, 2021, by and between AvePoint, Inc. and AvePoint US, LLC | Form 8-K | 001-39048 | 2.1 | July 30, 2021 | |||||||
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3.1
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Form 8-K
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001-39048
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3.1
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July 7, 2021
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3.2
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Form 10-K
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001-39048
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3.2
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March 31, 2023
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4.1
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Form S-4/A
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333-252712
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4.4
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May 20, 2021
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4.2
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Form S-1
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333-233299
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4.3
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August 30, 2019
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| 4.3 | Description of Capital Stock | Form 10-K | 001-39048 | 4.3 | March 31, 2023 | |||||||
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10.1
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Form 8-K
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001-39048
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4.1
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September 20, 2019
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| 10.2 | Form of PIPE Subscription Agreement | Form 8-K | 001-39048 | 10.7 | November 23, 2020 | |||||||
| 10.3 | Form of Amendment No. 1 to PIPE Subscription Agreements | Form S-4 | 333-252712 | 10.15 | May 20, 2021 | |||||||
| 10.4 | Form of Lock-Up Agreement | Form 8-K | 001-39048 | 10.3 | November 23, 2020 | |||||||
| 10.5 | Amended and Restated Registration Rights Agreement, dated July 1, 2021, by and among AvePoint and certain stockholders of AvePoint. | Form 8-K | 001-39048 | 10.4 | July 7, 2021 | |||||||
| 10.6† | Form of Indemnification Agreement. | Form S-4 | 333-252712 | 10.29 | May 20, 2021 | |||||||
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10.7†
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Form 8-K
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001-39048
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10.6
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July 7, 2021
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10.8†
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Form 8-K
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001-39048
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10.7
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July 7, 2021
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10.9†
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Form 8-K
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001-39048
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10.8
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July 7, 2021
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10.10†
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Form S-4
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333-252712
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10.15
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February 4, 2021
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10.11†
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Form S-4
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333-252712
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10.16
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February 4, 2021
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10.12†
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Form S-4
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333-252712
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10.17
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February 4, 2021
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10.13†
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Form S-4
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333-252712
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10.18
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February 4, 2021
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10.14†
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Form 8-K
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001-39048
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10.13
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July 7, 2021
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10.15†
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Form 8-K
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001-39048
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10.14
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July 7, 2021
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10.16†
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Form S-4
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333-252712
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10.19
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February 4, 2021
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10.17+^
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Form S-4
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333-252712
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10.24
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February 4, 2021
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10.18+^
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Form 8-K
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001-39048
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10.21
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July 7, 2021
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10.19+^
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Form 8-K
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001-39048
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10.22
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July 7, 2021
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10.20+^
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Form 8-K
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001-39048
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10.23
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July 7, 2021
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10.21+^
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Form 8-K
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001-39048
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10.24
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July 7, 2021
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10.22+^
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Form 8-K
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001-39048
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10.1
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July 30, 2021
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10.23+^
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Form 8-K
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001-39048
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10.2
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July 30, 2021
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10.24+^
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Form 8-K
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001-39048
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10.8
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November 1, 2021
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10.25+^
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Form 8-K
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001-39048
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10.9
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November 1, 2021
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| 10.26† | Employment Agreement, dated January 1, 2021, by and between AvePoint and Xunkai Gong. | Form S-4 | 333-252712 | 10.21 | February 4, 2021 | |||||||
| 10.27† | Employment Agreement, dated January 1, 2021, by and between AvePoint and Tianyi Jiang. | Form S-4 | 333-252712 | 10.22 | February 4, 2021 | |||||||
| 10.28† | Employment Agreement, dated January 1, 2021, by and between AvePoint and Brian Brown. | Form S-4 | 333-252712 | 10.23 | February 4, 202 | |||||||
| 10.29† | Employment Agreement, dated August 10, 2021, by and between AvePoint and James Caci. | Form 8-K | 001-39048 | 10.1 | August 16, 2021 | |||||||
| 10.30 | 2022 Performance-Based Annual Incentive Plan | Form 10-K | 001-39048 | 10.29 | March 31, 2023 | |||||||
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21.1
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Form 10-K
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001-39048
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21.2
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March 31, 2023
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| 23.1 | Form 10-K | 001-39048 | 23.1 | March 31, 2023 | ||||||||
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24.1
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Form 10-K | 001-39048 | 24.1 | March 31, 2023 | ||||||||
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31.1
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Form 10-K | 001-39048 | 31.1 | March 31, 2023 | ||||||||
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31.2
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Form 10-K | 001-39048 | 31.2 | March 31, 2023 | ||||||||
| 31.3 | Certification of Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||||||||
| 31.4 | Certification of Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||||||||
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32.1**
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Form 10-K | 001-39048 | 32.1 | March 31, 2023 | ||||||||
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32.2**
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Form 10-K | 001-39048 | 32.2 | March 31, 2023 | ||||||||
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101
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Attached as Exhibit 101 to this report are the following documents formatted in iXBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 2021 and 2022, (ii) Consolidated Statements of Operations for the years ended December 31, 2021, 2022, (iii) Consolidated Statements of Comprehensive Loss for the years ended December 31, 2021 and 2022 (iv) Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2021 and 2022, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2022, and (vi) Notes to Consolidated Financial Statements for the year ended December 31, 2022.
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Form 10-K | 001-39048 | 101 | March 31, 2023 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101). | X |
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Furnished herewith. Any exhibit furnished herewith (including the certifications furnished in Exhibit 32.1 and Exhibit 32.2 hereto) are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference. |
| + | Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601. We agree to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
| † | Indicates a management contract or compensatory plan, contract or arrangement. |
| ^ | Certain portions of this Exhibit will be omitted because they are not material and would likely cause competitive harm to us if disclosed. |
| AVEPOINT, INC. | ||
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Date: June 13, 2023
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/s/ Tianyi Jiang
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Name:
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Tianyi Jiang
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Title:
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Chief Executive Officer
(Principal Executive Officer)
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Date: June 13, 2023
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/s/ James Caci
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Name:
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James Caci
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Title:
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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Exhibit 31.3
CERTIFICATIONS
I, Tianyi Jiang, certify that:
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I have reviewed this Amendment to the Annual Report on Form 10-K/A for the year ended December 31, 2022 of AvePoint, Inc.; |
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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[OMITTED} |
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4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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Date: June 13, 2023 |
By: |
/s/ Tianyi Jiang |
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Tianyi Jiang Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.4
CERTIFICATIONS
I, James Caci, certify that:
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I have reviewed this Amendment to the Annual Report on Form 10-K/A for the year ended December 31, 2022 of AvePoint, Inc.; |
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
[OMITTED] |
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4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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Date: June 13, 2023 |
By: |
/s/ James Caci |
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James Caci Chief Financial Officer (Principal Financial and Accounting Officer) |