What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-03-09 compared with 2020-03-27 · 1126 added, 1077 removed, 425 unchanged (84% of the section changed)

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls are

procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under

the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the

SEC’s rules and forms.

Disclosure controls are also designed with the objective of ensuring that such information is accumulated

and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow

timely decisions regarding required disclosure.

Our management evaluated, with the participation of our current chief executive

officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and

procedures as of December 31, 2019, pursuant to Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our Certifying

Officers concluded that, as of December 31, 2019, our disclosure controls and procedures were effective.

We do not expect that

our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures,

no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure

controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there are

resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all

disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we

have detected all our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also

is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will

succeed in achieving its stated goals under all potential future conditions.

Management’s Report on Internal

Controls Over Financial Reporting

This Annual Report on

Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an

attestation report of our independent registered public accounting firm due to a transition period established by rules of the

SEC for newly public companies.

Changes in Internal Control over Financial Reporting

There were no changes

in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act)

during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

of Disclosure Controls and Procedures

controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports

filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified

in the SEC’s rules and forms.

Disclosure controls are also designed with the objective of ensuring that such information

is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate

to allow timely decisions regarding required disclosure.

Our management evaluated, with the participation of our current chief

executive officer and chief financial officer (our “Certifying Officer”), the effectiveness of our disclosure controls

and procedures as of December 31, 2020, pursuant to Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our

Certifying Officer concluded that, as of December 31, 2020, our disclosure controls and procedures were effective.

do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls

and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives

of the disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the

fact that there are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent

limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute

assurance that we have detected all our control deficiencies and instances of fraud, if any.

The design of disclosure controls

and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance

that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s

Report on Internal Controls over Financial Reporting

required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for

establishing and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting

is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated

financial statements for external reporting purposes in accordance with GAAP.

Our internal control over financial reporting includes

those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our

consolidated financial statements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk

that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures

may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting at December 31, 2020.

In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway

Commission (COSO) in Internal Control —

Integrated Framework (2013).

Based on our assessments and those criteria, management

determined that we maintained effective internal control over financial reporting as of December 31, 2020.

Annual Report on Form 10-K does not include an attestation report of internal controls from our independent registered public

accounting firm due to our status as an emerging growth company under the JOBS Act.

in Internal Control over Financial Reporting

the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has

materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

Directors, Executive Officers and Corporate Governance.

Directors and Executive Officers

As of the date of this report, our directors

and officers are as follows:

Co-Chief Executive Officer, Chief Financial

Officer and Secretary

Co-Chief Executive Officer and Director

Jeff Epstein , our Co-Chief Executive

Officer, Chief Financial Officer and Secretary since inception, has since 2011 been an operating partner with Bessemer Venture

Partners, a venture capital firm, where he primarily works with chief executive and financial officers to create substantial operational

improvements.

From 2008 to 2011, Mr.

Epstein was executive vice president and chief financial officer of Oracle Corporation (NYSE:ORCL),

a global technology company.

Prior to joining Oracle, he served as chief financial officer of several public and private companies,

including DoubleClick (sold to Google), King World Productions (sold to CBS) and Nielsen’s Media Measurement and Information

Earlier in his career, he was an investment banker at The First Boston Corporation.

Epstein leads the CFO Advisory

Board at Bessemer where more than 100 portfolio company CFOs meet in person and online to help each other improve their effectiveness.

Epstein specializes in marketplaces and B2B software companies and co-teaches the Lean Launchpad class at Stanford University’s

Graduate School of Engineering.

Within the last five years he has served on the boards of directors of Kaiser Permanente, a non-profit

healthcare company, Booking Holdings (NASDAQ:BKNG), an online provider of travel services, Twilio (NYSE:TWLO), a cloud communications

platform, Shutterstock (NYSE:SSTK), a stock photography and stock footage provider, and several private companies.

and Executive Officers

of the date of this Report, our directors and executive officers are as follows:

Executive Officer, Chief Financial Officer and Secretary

Executive Officer and Director

experience of our directors and executive officers are as follows:

Epstein , our Co-Chief Executive Officer, Chief Financial Officer and

Secretary since inception, has since 2011 been an operating partner with Bessemer Venture Partners, a venture capital firm, where

he primarily works with chief executive and financial officers to create substantial operational improvements.

From 2008 to 2011,

Epstein was executive vice president and chief financial officer of Oracle Corporation (NYSE:ORCL), a global technology company.

Prior to joining Oracle, he served as chief financial officer of several public and private companies, including DoubleClick (sold

to Google), King World Productions (sold to CBS) and Nielsen’s Media Measurement and Information Group.

Earlier in his career,

he was an investment banker at The First Boston Corporation.

Epstein leads the CFO Advisory Board at Bessemer where more

than 100 portfolio company CFOs meet in person and online to help each other improve their effectiveness.

Epstein specializes

in marketplaces and B2B software companies and co-teaches the Lean Launchpad class at Stanford University’s Graduate School

of Engineering.

Within the last five years he has served on the boards of directors Booking Holdings, an online travel company,

Twilio, a cloud communications platform, Poshmark, an online marketplace, and Shutterstock, an online creative platform.

holds an MBA from the Stanford University Graduate School of Business, and a BA from Yale College.

Brad Koenig , our Co-Chief Executive

Officer and a Director since inception, co-founded and served as chief executive officer of FoodyDirect.com, an online specialty

food marketplace, from 2011 until 2018 when the company was acquired by Goldbelly, Inc.

Koenig has served as an independent

director for Theragenics Corporation, a private medical device company serving the surgical products and prostate cancer treatment

markets, since 2013 and as a director of Hercules Capital, a business development company focused on venture lending, where he

serves on the Audit and Nominating and Corporate Governance Committees, since 2017.

From 2009 to 2011, he was an advisor at Oak

Hill Capital Management, a private equity firm.

Koenig , our Co-Chief Executive Officer and a Director since inception, co-founded and served as chief executive officer of

FoodyDirect.com, an online specialty food marketplace, from 2011 until 2018 when the company was acquired by Goldbelly, Inc.

Koenig has served as an independent director for Theragenics Corporation, a private medical device company serving the surgical

products and prostate cancer treatment markets, since 2013 and as a director of Hercules Capital, a business development company

focused on venture lending, where he serves on the Audit and Nominating and Corporate Governance Committees, since 2017.

2009 to 2011, he was an advisor at Oak Hill Capital Management, a private equity firm.

Previously, Mr.

Koenig worked for over twenty years at Goldman Sachs.

was the Head of Global Technology Investment Banking at Goldman Sachs from 1990 to 2005, and the Co-Head of Global Technology,

Media and Telecommunications from 2002 to 2005.

Koenig worked for over

twenty years at Goldman Sachs.

Koenig was the Head of Global Technology Investment Banking at Goldman Sachs from 1990 to 2005,

and the Co-Head of Global Technology, Media and Telecommunications from 2002 to 2005.

He started at Goldman Sachs in 1984.

Koenig holds a B.A degree in Economics

from Dartmouth College and M.B.A.

Koenig holds a B.A degree in Economics from Dartmouth College and M.B.A.

from Harvard Business School.

2 unchanged sentences

Koenig is well qualified to serve as a Director.

David Chao, one of our directors

as of the effective date of the registration statement of which this prospectus forms part, has since 1996 been a co-founder and

general partner of the venture capital firm DCM.

At DCM, he guides portfolio companies in formulating corporate and product marketing

strategies, developing strong management teams and implementing domestic and international partnerships.

He is also responsible

for DCM’s investments in numerous public and private technology-related companies in the US, China and Japan.

since 2000 been the chairman of the board of 51job (NASDAQ:

JOBS), a human resources advertisement and outsourcing company in

Chao also serves on the Advisory Board of Legend Capital in China.

Chao was previously a co-founder of Japan Communications

(TYO:9424), a provider of mobile data and voice communications services in Japan.

Previously, he worked as a management consultant

at McKinsey & Company in San Francisco, in marketing and product management at Apple Computer (NASDAQ:AAPL) and as an account

executive for Recruit Co., Ltd., a Japanese provider of integrated human resources services.

Chao , one of our directors since September 2019, has since 1996 been a co-founder and general partner of the venture capital

At DCM, he guides portfolio companies in formulating corporate and product marketing strategies, developing strong management

teams and implementing domestic and international partnerships.

He is also responsible for DCM’s investments in numerous

public and private technology-related companies in the US, China and Japan.

Chao has since 2000 been the chairman of the board

of 51job (Nasdaq:

JOBS), a human resources advertisement and outsourcing company in China.

Chao also serves on the Advisory

Board of Legend Capital in China.

Chao was previously a co-founder of Japan Communications Inc.

(TYO:9424), a provider of

mobile data and voice communications services in Japan.

Previously, he worked as a management consultant at McKinsey & Company

in San Francisco, in marketing and product management at Apple Computer (Nasdaq:AAPL) and as an account executive for Recruit

Co., Ltd., a Japanese provider of integrated human resources services.

Chao holds a B.A.

with high honors

in East Asian Studies from Brown University, and an M.B.A from Stanford University.

Due to his extensive investment, technology

and venture capital experience, we believe Mr.

with high honors in East Asian Studies

from Brown University, and an M.B.A from Stanford University.

Due to his extensive investment, technology and venture capital

experience, we believe Mr.

Chao is well qualified to serve as a Director.

Peter Bell, one of our directors

as of the effective date of the registration statement of which this prospectus forms part, has since 2018 been general partner

of Amity Ventures, a venture capital and private equity fund.

Bell has spent three decades starting, building, and investing

in technology businesses.

His thematic areas of focus include Machine Learning, Big Data, Cybersecurity, Internet of Things, Autonomous

Logistics, Data Analytics, Cloud Computing, Personal/Mobile Commerce, FinTech, and Enterprise Software.

Over the last five years

he has served on the boards of several private technology companies including, most recently, Bromium, which focuses on virtual

hardware seeking to reduce or eliminate endpoint computer threats like viruses, malware, and adware, LevelUp, an ordering, payments

and loyalty experiences provider for restaurants, Turbonomic, an enterprise software company, WePay, an integrated payments provider

affiliated with Chase bank, Qumulo, Inc., a hybrid cloud storage provider, GameClosure, a maker of messenger games and HTML 5

apps, and ENJOY, a provider of same day technology delivery and setup services.

Bell began his career at Price Waterhouse

In 1986, he joined, EMC Corporation (now Dell EMC) an enterprise data company, and helped lead EMC initiatives in Silicon

Bell co-founded StorageNetworks, a pioneer in cloud computing.

He led the company as its chief executive

and completed an IPO in 2000.

After stepping down in 2003, he formed his own investment firm, Stowe Capital, focusing on early

stage investments in enterprise software, data center infrastructure, and consumer internet companies, where to this day he is

managing director.

Bell joined Highland Capital Partners, a global venture capital firm, where he led investments

in early and growth stage technology companies, eventually becoming the managing general partner of the firm.

He stepped down

from his day-to-day responsibilities at Highland in 2016 and continued to serve as a senior advisor to the firm through 2018.

Bell , one of our directors since September 2019, has since 2018 been general partner of Amity Ventures, a venture capital

and private equity fund.

Bell has spent three decades starting, building, and investing in technology businesses.

areas of focus include Machine Learning, Big Data, Cybersecurity, Internet of Things, Autonomous Logistics, Data Analytics, Cloud

Computing, Personal/Mobile Commerce, FinTech, and Enterprise Software.

Over the last five years he has served on the boards of

several private technology companies including, most recently, Bromium, which focuses on virtual hardware seeking to reduce or

eliminate endpoint computer threats like viruses, malware, and adware, LevelUp, an ordering, payments and loyalty experiences

provider for restaurants, Turbonomic, an enterprise software company, WePay, an integrated payments provider affiliated with Chase

bank, Qumulo, Inc., a hybrid cloud storage provider, GameClosure, a maker of messenger games and HTML 5 apps, and ENJOY, a provider

of same day technology delivery and setup services.

Bell began his career at Price Waterhouse in Boston.

In 1986, he joined,

EMC Corporation (now Dell EMC) an enterprise data company, and helped lead EMC initiatives in Silicon Valley.

co-founded StorageNetworks, a pioneer in cloud computing.

He led the company as its chief executive and completed an IPO in 2000.

After stepping down in 2003, he formed his own investment firm, Stowe Capital, focusing on early stage investments in enterprise

software, data center infrastructure, and consumer internet companies, where to this day he is managing director.

Bell joined Highland Capital Partners, a global venture capital firm, where he led investments in early and growth stage technology

companies, eventually becoming the managing general partner of the firm.

He stepped down from his day-to-day responsibilities

at Highland in 2016 and continued to serve as a senior advisor to the firm through 2018.

Bell holds a B.S.

in Management from Boston College, an M.B.A.

from the Harvard Business School, and an Honorary Doctorate

from Babson College.

Due to his extensive operational, investing

and board in the technology industry, we believe Mr.

in Management from

Boston College, an M.B.A.

from the Harvard Business School, and an Honorary Doctorate from Babson College.

Due to his extensive

operational, investing and board in the technology industry, we believe Mr.

Bell is well qualified to serve as a Director.

Donna Wells, one of our directors as

of the effective date of the registration statement of which this prospectus forms part, is a serial entrepreneur, an experienced

public and private company board director and an innovator in the financial services, FinTech and cloud software industries.

2017, she has been the founder and chief executive officer at Valencia Ventures, LLC, a provider of strategic consulting advice

that assists founding teams in capital raising activities.

Wells , one of our directors since September 2019, is a serial entrepreneur, an experienced public and private company board

director and an innovator in the financial services, FinTech and cloud software industries.

Since 2017, she has been the founder

and chief executive officer at Valencia Ventures, LLC, a provider of strategic consulting advice that assists founding teams in

capital raising activities.

From 2010 to 2017, Ms.

Wells was chief executive officer of Mindflash

Technologies Inc., a private enterprise software company which she grew from product launch to market leadership, and which was

named a Top 50 Small Company to Work for by Fortune Magazine in 2016.

Before leading Mindflash, she was the founding chief marketing

officer for Mint.com, a personal finance platform, from 2007 to 2009, during which time she was instrumental from launch to the

company’s acquisition by Intuit, Inc.

Wells was chief executive officer of Mindflash Technologies Inc., a private

enterprise software company which she grew from product launch to market leadership, and which was named a Top 50 Small Company

to Work for by Fortune Magazine in 2016.

Before leading Mindflash, she was the founding chief marketing officer for Mint.com,

a personal finance platform, from 2007 to 2009, during which time she was instrumental from launch to the company’s acquisition

by Intuit, Inc.

(Nasdaq:INTU).

Prior to Mint, Ms.

Wells had a 20-year career in strategic B2C, B2B

and product marketing with The American Express Company (NYSE:AXP) and The Charles Schwab Corporation (NYSE:SCHW) and led marketing

for two Fortune 500 companies, Intuit, Inc.

Wells had a 20-year career in strategic B2C, B2B and product marketing with

The American Express Company (NYSE:AXP) and The Charles Schwab Corporation (NYSE:SCHW) and led marketing for two Fortune 500 companies,

(Nasdaq:INTU) and Expedia Group (Nasdaq:EXPE).

She was appointed by the Center

for Entrepreneurship at the Stanford University Graduate School of Business, as a Lecturer in Management in September 2019.

Wells has served on the Board of Directors of Mitek Systems, Inc.

MITK), a software company providing digital

identity verification, since November 2019 following two years as a board advisor to the company.

She has served

as a director at Betterment, an online investment company, since 2018 and at Happy Money, a private financial services company,

She was previously a director at Boston Private Financial Holdings, Inc.

BPFH), a bank holding company, from

2014 to 2018.

She was appointed by the Center for Entrepreneurship at the Stanford

University Graduate School of Business, as a Lecturer in Management in September 2019.

Wells has served on the Board of Directors

of Mitek Systems, Inc.

MITK), a software company providing digital identity verification, since November 2019 following

two years as a board advisor to the company.

She has served as a director at Betterment, an online investment company, since 2018

and at Happy Money, a private financial services company, since 2017.

She was previously a director at Boston Private Financial

Holdings, Inc.

BPFH), a bank holding company, from 2014 to 2018.

She holds an M.B.A.

from Stanford University and a B.S.

in Economics from The Wharton School at the University of

Pennsylvania.

Due to her extensive financial industry,

investment and technology experience, we believe Ms.

in Economics from The Wharton School at the University of Pennsylvania.

Due to her extensive financial industry, investment and

technology experience, we believe Ms.

Wells is well qualified to serve as a Director.

Number and Terms of Office of Officers and Directors

We have 4 directors.

Our board of directors

is divided into three classes with only one class of directors being elected in each year and each class (except for those directors

appointed prior to our first annual meeting of stockholders) serving a three-year term.

In accordance with NASDAQ corporate governance

requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing

and Terms of Office of Officers and Directors

have four directors.

Our board of directors is divided into three classes with only one class of directors being elected in each

year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year

The term of office of the first class of directors, consisting of Mr.

Wells, will expire at our first

annual meeting of stockholders.

The term of office of the second class of directors, consisting of Mr.

Bell, will expire at the

second annual meeting of stockholders.

The term of office of the third class of directors, consisting of Mr.

Koenig, will expire

at the third annual meeting of stockholders.

Our officers are appointed by the board

of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

Our board of directors

is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate.

Our bylaws provide that our officers

may consist of a Chairman of the Board, one or more Chief Executive Officers, Chief Financial Officer, President, Vice Presidents,

Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the board of directors.

Director Independence

NASDAQ listing standards require that a

majority of our board of directors be independent.

An “independent director”

is defined generally as a person other

than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion

of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying

out the responsibilities of a director.

Our board of directors has determined that Messrs.

Chao and Bell and Ms.

Wells are “independent

directors”

as defined in the NASDAQ listing standards and applicable SEC rules.

Our independent directors will have regularly

scheduled meetings at which only independent directors are present.

Officer and Director Compensation

None of our officers has received any cash

compensation for services rendered to us.

Commencing on the date of this prospectus, we have agreed to pay an affiliate of our

sponsor a total of $15,000 per month for office space, utilities and secretarial and administrative support.

Upon completion of

our initial business combination or our liquidation, we will cease paying these monthly fees.

Other than as set forth elsewhere

in this prospectus, no compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in

respect of any payment of a loan, will be paid by us to our sponsor, officers, directors or advisors or any affiliate of our sponsor,

officers, directors or advisors, prior to, or in connection with any services rendered in order to effectuate, the consummation

of our initial business combination (regardless of the type of transaction that it is).

However, these individuals will be reimbursed

for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses

and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments

that were made to our sponsor, officers or directors, advisors or our or their affiliates.

Any such payments prior to an initial

business combination will be made using funds held outside the trust account.

Other than quarterly audit committee review of such

payments, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and

executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial business

After the completion of our initial business

combination, directors or members of our management team who remain with us may be paid consulting or management fees from the

combined company.

All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials

or proxy solicitation materials furnished to our stockholders in connection with a proposed initial business combination.

not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because

the directors of the post-combination business will be responsible for determining officer and director compensation.

Any compensation

to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation

committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any action to

ensure that members of our management team maintain their positions with us after the consummation of our initial business combination,

although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to

remain with us after our initial business combination.

The existence or terms of any such employment or consulting arrangements

to retain their positions with us may influence our management’s motivation in identifying or selecting a target business

but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination

will be a determining factor in our decision to proceed with any potential business combination.

We are not party to any agreements

with our officers and directors that provide for benefits upon termination of employment.

Committees of the Board of Directors

Our board of directors has two standing

an audit committee and a compensation committee.

Subject to phase-in rules and a limited exception, NASDAQ rules and

Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors,

and NASDAQ rules require that the compensation committee of a listed company be comprised solely of independent directors.

Audit Committee

We have established an audit committee

Wells, expired at the 2020 annual meeting,

our first annual meeting of stockholders.

Wells were re-elected to serve until the 2023 annual meeting of

stockholders or until their successors are elected and qualified.

The term of office of the second class of directors, consisting

Bell, will expire at the second annual meeting of stockholders.

The term of office of the third class of directors, consisting

Koenig, will expire at the third annual meeting of stockholders.

officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific

terms of office.

Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate.

Our bylaws provide that our officers may consist of a Chairman of the Board, one or more Chief Executive Officers, Chief Financial

Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by

the board of directors.

of the Board of Directors

board of directors has two standing committees:

an audit committee and a compensation committee.

Subject to phase-in rules and

a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised

solely of independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely

of independent directors.

Consequently, each of the standing committees of the board of directors is comprised entirely of independent

have established an audit committee of the board of directors.

Chao and Bell and Ms.

Wells serve as members of our audit committee, and Mr.

the audit committee.

Under the NASDAQ listing standards and applicable SEC rules, we are required to have at least three members

of the audit committee, all of whom must be independent.

Wells serve as members of our

audit committee, and Mr.

Chao chairs the audit committee.

Under the Nasdaq listing standards and applicable SEC rules, we are

required to have at least three members of the audit committee, all of whom must be independent.

Each of Messrs.

Chao and Bell and Ms.

Wells meet the independent director

standard under NASDAQ listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

Each member of the audit committee is financially

literate and our board of directors has determined that Mr.

Chao qualifies as an “audit committee financial expert”

Chao and Bell

Wells meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange

member of the audit committee is financially literate and our board of directors has determined that Mr.

Chao qualifies as an

“audit committee financial expert”

as defined in applicable SEC rules.

We have adopted an audit committee charter,

which will detail the principal functions of the audit committee, including:

● the appointment, compensation, retention,

replacement, and oversight of the work of the independent registered public accounting

have adopted an audit committee charter, which details the purpose and principal functions of the audit committee, including:

appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting

firm engaged by us;

● pre-approving all audit and permitted

non-audit services to be provided by the independent registered public accounting firm

engaged by us, and establishing pre-approval policies and procedures;

● setting clear hiring policies for employees

or former employees of the independent registered public accounting firm, including but

pre-approving

all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by

us, and establishing pre-approval policies and procedures;

clear hiring policies for employees or former employees of the independent registered public accounting firm, including but

not limited to, as required by applicable laws and regulations;

● setting clear policies for audit partner

rotation in compliance with applicable laws and regulations;

● obtaining and reviewing a report, at

least annually, from the independent registered public accounting firm describing (i)

the independent registered public accounting firm’s internal quality-control procedures,

(ii) any material issues raised by the most recent internal quality-control review, or

peer review, of the audit firm, or by any inquiry or investigation by governmental or

professional authorities within the preceding five years respecting one or more independent

audits carried out by the firm and any steps taken to deal with such issues and (iii)

all relationships between the independent registered public accounting firm and us to

assess the independent registered public accounting firm’s independence;

● reviewing and approving any related

party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated

by the SEC prior to us entering into such transaction;

● reviewing with management, the independent

registered public accounting firm, and our legal advisors, as appropriate, any legal,

regulatory or compliance matters, including any correspondence with regulators or government

agencies and any employee complaints or published reports that raise material issues

regarding our financial statements or accounting policies and any significant changes

in accounting standards or rules promulgated by the Financial Accounting Standards Board,

the SEC or other regulatory authorities.

Compensation Committee

We have established a compensation committee

of the board of directors.

Chao and Bell serve as members of our compensation committee.

Under the NASDAQ listing standards

and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent.

Chao and Bell are independent and Mr.

Bell chairs the compensation committee.

We have adopted a compensation committee

charter, which will detail the principal functions of the compensation committee, including:

● reviewing and approving on an annual

basis the corporate goals and objectives relevant to our Co-Chief Executive Officers’

compensation, if any is paid by us, evaluating our Co-Chief Executive Officers’

performance in light of such goals and objectives and determining and approving the remuneration

(if any) of our Co-Chief Executive Officers based on such evaluation;

● reviewing and approving on an annual

basis the compensation, if any is paid by us, of all of our other officers;

● reviewing on an annual basis our executive

compensation policies and plans;

● implementing and administering our incentive

compensation equity-based remuneration plans;

● assisting management in complying with

our proxy statement and annual report disclosure requirements;

● approving all special perquisites, special

cash payments and other special compensation and benefit arrangements for our officers

and employees;

● if required, producing a report on executive

compensation to be included in our annual proxy statement;

● reviewing, evaluating and recommending

changes, if appropriate, to the remuneration for directors.

Notwithstanding the foregoing, as indicated

above, other than the payment to an affiliate of our sponsor of $15,000 per month, for up to 24 months, for office space, utilities

and secretarial and administrative support and reimbursement of expenses, no compensation of any kind, including finders, consulting

or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates,

prior to, or for any services they render in order to effectuate the consummation of an initial business combination.

it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible

for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business

The charter also provides that the compensation

committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser

and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before

engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee

will consider the independence of each such adviser, including the factors required by NASDAQ and the SEC.

Director Nominations

We do not have a standing nominating committee

though we intend to form a corporate governance and nominating committee as and when required to do so by law or NASDAQ rules.

In accordance with Rule 5605 of the NASDAQ rules, a majority of the independent directors may recommend a director nominee for

selection by the board of directors.

The board of directors believes that the independent directors can satisfactorily carry out

the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee.

The directors who will participate in the consideration and recommendation of director nominees are Messrs.

Chao and Bell and

In accordance with Rule 5605 of the NASDAQ rules, all such directors are independent.

As there is no standing nominating

committee, we do not have a nominating committee charter in place.

The board of directors will also consider

director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to

stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders).

Our stockholders

that wish to nominate a director for election to our board of directors should follow the procedures set forth in our bylaws.

We have not formally established any specific,

minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and

evaluating nominees for director, the board of directors considers educational background, diversity of professional experience,

knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests

of our stockholders.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves,

or in the past year has served, as a member of the compensation committee of any entity that has one or more officers serving

on our board of directors.

Code of Ethics

We have filed a copy of our form of Code

of Ethics, our audit committee charter, and our compensation committee charter as exhibits to the registration statement filed

in connection with our initial public offering.

You will be able to review these documents by accessing our public filings at

the SEC’s web site at www.sec.gov.

In addition, a copy of the Code of Ethics will be provided without charge upon request

We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires

our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities

to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our common

clear policies for audit partner rotation in compliance with applicable laws and regulations;

and reviewing a report, at least annually, from the independent registered public accounting

firm describing (i) the independent registered public accounting firm’s internal

quality-control procedures, (ii) any material issues raised by the most recent internal

quality-control review, or peer review, of the audit firm, or by any inquiry or investigation

by governmental or professional authorities within the preceding five years respecting

one or more independent audits carried out by the firm and any steps taken to deal with

such issues and (iii) all relationships between the independent registered public accounting

firm and us to assess the independent registered public accounting firm’s independence;

and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by

the SEC prior to us entering into such transaction;

with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory

or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or

published reports that raise material issues regarding our financial statements or accounting policies and any significant

changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory

do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when

required to do so by law or Nasdaq rules.

In accordance with Rule 5605 of the Nasdaq rules, a majority of the independent directors

may recommend a director nominee for selection by the board of directors.

The board of directors believes that the independent

directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation

of a standing nominating committee.

The directors who will participate in the consideration and recommendation of director nominees

Chao and Bell and Ms.

In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent.

As there is no standing nominating committee, we do not have a nominating committee charter in place.

have been no material changes to the procedures by which security holders may recommend nominees to the board of directors.

board of directors will also consider director candidates recommended for nomination by our stockholders during such times as

they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special

meeting of stockholders).

Our stockholders that wish to nominate a director for election to the board of directors should follow

the procedures set forth in our bylaws.

have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors

In general, in identifying and evaluating nominees for director, the board of directors considers educational background,

diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and

the ability to represent the best interests of our stockholders.

have filed a copy of our form of Code of Ethics applicable to our directors, officers and employees, our audit committee charter,

and our compensation committee charter as exhibits to the Registration Statement filed in connection with our initial public offering.

You will be able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov .

In addition, a copy of the Code of Ethics will be provided without charge upon request from us.

We intend to disclose any amendments

to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

with Section 16(a) of the Exchange Act

16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered

class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our common

stock and other equity securities.

6 unchanged sentences

Executive Compensation.

Executive Officer and Director Compensation

None of our officers has received any cash

compensation for services rendered to us.

We pay our sponsor a total of $15,000 per month for office space, utilities and

secretarial and administrative support.

Upon completion of our initial business combination or our liquidation, we will cease

paying these monthly fees.

No compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies

in respect of any payment of a loan, will be paid by us to our sponsor, officers and directors, or any affiliate of our sponsor

or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business

combination (regardless of the type of transaction that it is).

However, these individuals are reimbursed for any out-of-pocket

expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due

diligence on suitable business combinations.

Any such payments prior to an initial business combination will be made using funds

held outside the trust account.

Other than audit committee review of such payments, we do not expect to have any additional controls

in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred

in connection with identifying and consummating an initial business combination.

After the completion of our initial business

combination, directors or members of our management team who remain with us may be paid consulting or management fees from the

combined company.

All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials

or proxy solicitation materials furnished to our stockholders in connection with a proposed initial business combination.

not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because

the directors of the post-combination business will be responsible for determining officer and director compensation.

Any compensation

to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation

committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any action to

ensure that members of our management team maintain their positions with us after the consummation of our initial business combination,

although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to

remain with us after our initial business combination.

The existence or terms of any such employment or consulting arrangements

to retain their positions with us may influence our management’s motivation in identifying or selecting a target business

but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination

will be a determining factor in our decision to proceed with any potential business combination.

We are not party to any agreements

with our officers and directors that provide for benefits upon termination of employment.

Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth information

regarding the beneficial ownership of our common stock as of March 26, 2020 based on information obtained from the persons

named below, with respect to the beneficial ownership of shares of our common stock, by:

each person known

by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

each of our executive

officers and directors that beneficially owns shares of our common stock;

all our executive

officers and directors as a group.

Unless otherwise indicated, we believe that

all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned

Class A Common

Class B Common

Discussion and Analysis

of our officers has received any cash compensation for services rendered to us.

We pay our sponsor a total of $15,000 per

month for office space, utilities and secretarial and administrative support.

Upon completion of our initial business combination

or our liquidation, we will cease paying these monthly fees.

No compensation of any kind, including any finder’s fee, reimbursement,

consulting fee or monies in respect of any payment of a loan, will be paid by us to our sponsor, officers and directors, or any

affiliate of our sponsor or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation

of our initial business combination (regardless of the type of transaction that it is).

However, these individuals are reimbursed

for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses

and performing due diligence on suitable business combinations.

Any such payments prior to an initial business combination will

be made using funds held outside the trust account.

Other than audit committee review of such payments, we do not expect to have

any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket

expenses incurred in connection with identifying and consummating an initial business combination.

the completion of our initial business combination, directors or members of our management team who remain with us may be paid

consulting or management fees from the combined company.

All of these fees will be fully disclosed to stockholders, to the extent

then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed

initial business combination.

We have not established any limit on the amount of such fees that may be paid by the combined company

to our directors or members of management.

It is unlikely the amount of such compensation will be known at the time of the proposed

initial business combination, because the directors of the post-combination business will be responsible for determining officer

and director compensation.

Any compensation to be paid to our officers will be determined, or recommended to the board of directors

for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent

directors on our board of directors.

do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation

of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment

or consulting arrangements to remain with us after our initial business combination.

The existence or terms of any such employment

or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or

selecting a target business but we do not believe that the ability of our management to remain with us after the consummation

of our initial business combination will be a determining factor in our decision to proceed with any potential business combination.

We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

following table sets forth information regarding the beneficial ownership of our common stock as of March 8, 2021 based on information

obtained from the persons named below, with respect to the beneficial ownership of shares of our common stock, by:

person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

of our executive officers and directors that beneficially owns shares of our common stock;

our executive officers and directors as a group.

otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all

shares of common stock beneficially owned by them.

Name and Address of Beneficial Owner (1)

Apex Technology

Sponsor LLC (2)

Apex Technology Sponsor LLC (2)

Jeff Epstein (3) (5)

4 unchanged sentences

All executive officers and directors as group (5 individuals)

Siu Min Wong (4)

MMCAP International

Polar Asset Management

Partners Inc.

UBS O’Connor

HCG Investment Management

* less than 1%

(1) Unless otherwise noted, the business address

for each of the following entities or individuals is c/o Apex Technology Sponsor LLC,

533 Airport Blvd., Suite 400, Burlingame, CA 94010.

(2) Each of our officers, directors, director nominees

and advisors is or will be, directly or indirectly, a member of our sponsor.

three managing members of our sponsor, Brad Koenig, Alex Vieux and Steven Fletcher.

manager has one vote, and the approval of two of the three managing members is required

to approve an action of our sponsor.

HGC Investment Management Inc.

Unless otherwise

noted, the business address for each of the following entities or individuals is c/o Apex Technology Sponsor LLC, 533 Airport

Blvd., Suite 400, Burlingame, CA 94010.

Each of our officers,

directors, director nominees and advisors is or will be, directly or indirectly, a member of our sponsor.

There are three

managing members of our sponsor, Brad Koenig, Alex Vieux and Steven Fletcher.

Each manager has one vote, and the approval

of two of the three managing members is required to approve an action of our sponsor.

Under the so-called “rule of three”,

if voting and dispositive decisions regarding an entity’s securities are made by

three or more individuals, and a voting or dispositive decision requires the approval

of a majority of those individuals, then none of the individuals is deemed a beneficial

owner of the entity’s securities.

Based upon the foregoing, no individual managing

member of our sponsor exercises voting or dispositive control over any of the securities

held by our sponsor, even those in which he directly holds a pecuniary interest.

none of them will be deemed to have or share beneficial ownership of such shares.

if voting and dispositive decisions regarding an entity’s securities are made by three or more individuals, and a voting

or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a

beneficial owner of the entity’s securities.

Based upon the foregoing, no individual managing member of our sponsor

exercises voting or dispositive control over any of the securities held by our sponsor, even those in which he directly holds

a pecuniary interest.

Accordingly, none of them will be deemed to have or share beneficial ownership of such shares.

of our officers and directors is a member of our sponsor.

(3) Does not include any shares held by our sponsor.

Does not include

any shares held by our sponsor.

This individual is a member of our sponsor as described in footnote (2).

(4) According to Schedule 13G filed with the SEC

on September 19, 2019, as amended on December 31, 2019, by Linden Capital L.P.

(“LCLP”),

Linden GP LLC (“LGP”), Linden Advisors LP (“LALP”), and Siu Min

Wong (“Wong”), the business address of LCLP is 31 Victoria Street, Hamilton

HM10, Bermuda.

The business address for each of LGP, LALP, and Wong is 590 Madison Avenue,

15 th Floor, New York, NY 10022.

LGP is the general partner of LCLP and, in

such capacity, may be deemed to beneficially own the shares held by LCLP.

investment manager of LCLP and trading advisor or investment advisor for the LCLP separately

managed accounts (the “Managed Accounts”).

Wong is the principal owner and

controlling person of LALP and LGP.

In such capacities, LALP and Wong may each be deemed

to beneficially own the shares held by each of LCLP and the Managed Accounts.

(5) According to Schedule 13G filed with the SEC

on December 5, 2019, as amended on February 5, 2020, by MMCAP International Inc.

and MM Asset Management Inc.

(the “MMCAP Reporting Persons”), the address

for MMCAP International Inc.

Box 259 George Town Financial Centre Grand Cayman,

Cayman Islands KY1-1208.

The address for MM Asset Management, Inc.

is 66 Wellington Street

West, Suite 2707 Toronto, Ontario M5K 1H6 Canada.

The MMCAP Reporting Persons have shares

voting and dispositive power with respect to all of these shares.

(6) According to Schedule 13G filed with the SEC

on February 11, 2020 by Polar Asset Management Partners Inc.

(“PAMP”), which

serves as the investment advisor to Polar Multi-Strategy Master Fund ("PMSMF")

and certain managed accounts (together with PAMP and PMSMF, the "Polar Vehicles")

with respect to the shares directly held by the Polar Vehicles, the address for PAMP

is 401 Bay Street, Suite 1900, PO Box 19, Toronto, Ontario M5H 2Y4, Canada.

(7) According to Schedule 13G filed with the SEC

on February 13, 2020 by UBS O’Connor LLC (“UBS”), which serves as the

investment manager to (i) Nineteen77 Global Multi-Strategy Alpha Master Limited (“GLEA”)

and (ii) Nineteen77 Global Merger Arbitrage Master Limited (“OGMA”), the

address for UBS is One North Wacker Drive, 32 nd Floor, Chicago, Illinois 60606.

In such capacity, the UBS exercises voting and investment power over the shares held

for the account of GLEA and OGMA.

UBS is a registered investment adviser under Section

203 of the Investment Advisers Act of 1940, as amended.

As a result, UBS may be deemed

to have beneficial ownership of the shares held for the account of GLEA and OGMA.

(8) According to Schedule 13G filed with the SEC

on February 5, 2020 by HGC Investment Management Inc.

(“HCG”), which serves

as the investment manager to HGC Arbitrage Fund LP (the "Fund"), the address

for HCG is 366 Adelaide, Suite 601, Toronto, Ontario M5V 1R9, Canada.

HCG is an investment

fund manager, portfolio manager and exempt market dealer registered with the Ontario

According to Schedule

13G filed with the SEC on February 14, 2020 by HGC Investment Management Inc.

(“HCG”), which serves as the investment

manager to HGC Arbitrage Fund LP (the “Fund”), the address for HCG is 366 Adelaide, Suite 601, Toronto, Ontario

M5V 1R9, Canada.

HCG is an investment fund manager, portfolio manager and exempt market dealer registered with the Ontario

Securities Commission.

As a result, HCG may be deemed to have beneficial ownership with

respect to the shares held by HCG on behalf of the Fund.

The table above does

not include the shares of common stock underlying the placement warrants or forward purchase securities held or to be held by

our sponsor because these securities are not exercisable within 60 days of this report.

Changes in Control

Not applicable.

As a result, HCG may be deemed to have beneficial ownership with respect to the shares held by HCG

on behalf of the Fund.

In connection with the Subscription Agreements, each of Brad Koenig and Jeff Epstein agreed to purchase

of 50,000 shares of Apex Common Stock.

These numbers are calculated without regard to Mr.

Koenig’s or Mr.

Epstein’s

membership interest in the Sponsor

table above does not include the shares of common stock underlying the placement warrants or forward purchase securities held

or to be held by our sponsor because these securities are not exercisable within 60 days of this Report.

Certain Relationships and Related Transactions, and Director Independence.

In June 2019, we issued an aggregate of

7,187,500 founder shares to our sponsor for an aggregate purchase price of $25,000 in cash, or approximately $0.004 per share.

In August and September 2019, we effected a 1.1 for 1 stock dividend and a 1.109091 for 1 stock dividend, respectively, for each

share of Class B common stock outstanding, resulting in our sponsor holding an aggregate of 8,768,750 founder shares.

of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the outstanding

shares upon completion of this offering (excluding the placement units and underlying securities).

Since the underwriters partially

exercised the over-allotment option, the sponsor forfeited 18,750 of its founder shares, which were canceled by the Company.

Simultaneously with the closing of our

initial public offering, our sponsor and Cantor purchased an aggregate of 810,000 placement units at a price of $10.00 per unit

(657,500 placement units by our sponsor and 152,500 placement units by Cantor), for an aggregate purchase price of $8,100,000.

There are no redemption rights or liquidating distributions from the trust account with respect to the founder shares, placement

shares or placement warrants, which will expire worthless if we do not consummate a business combination by September 19, 2021.

Commencing on September 16, 2019, we pay

First In Line Enterprises, Inc., an affiliate of members of our sponsor, a total of $15,000 per month for office space, utilities

and secretarial and administrative support.

Upon completion of our initial business combination or our liquidation, we will cease

paying these monthly fees.

Other than the foregoing, no compensation

of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will

be paid by us to our sponsor, officers, directors or advisors or any affiliate of our sponsor, officers, directors or advisors

prior to, or in connection with any services rendered in order to effectuate, the consummation of an initial business combination

(regardless of the type of transaction that it is).

However, these individuals will be reimbursed for any out-of-pocket expenses

incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence

on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were made to our sponsor,

officers, directors, advisors or our or their affiliates and will determine which expenses and the amount of expenses that will

be reimbursed.

There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection

with activities on our behalf.

Prior to the closing of our initial public

offering, our sponsor agreed to loan us up to $300,000 to be used for a portion of the expenses related to our initial public

offering pursuant to a promissory note (the “Note”).

The Note was non-interest bearing and payable on the

earlier of December 31, 2019 or the completion of the initial public offering.

The loan was fully repaid on September 19, 2019.

In addition, in order to finance transaction

costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our

officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete an initial business combination,

June 2019, we issued an aggregate of 7,187,500 founder shares to our sponsor for an aggregate purchase price of $25,000 in cash,

or approximately $0.004 per share.

In August and September 2019, we effected a 1.1 for 1 stock dividend and a 1.109091 for 1 stock

dividend, respectively, for each share of Class B common stock outstanding, resulting in our sponsor holding an aggregate of 8,768,750

founder shares.

The number of founder shares issued was determined based on the expectation that such founder shares would represent

20% of the outstanding shares upon completion of our initial public offering (excluding the placement units purchased by our sponsor

in a private placement that closed simultaneously with our initial public offering, and underlying securities).

Since the underwriters

partially exercised the over-allotment option, the sponsor forfeited 18,750 of its founder shares, which were canceled by the

Simultaneously

with the closing of our initial public offering, our sponsor and Cantor purchased an aggregate of 810,000 placement units at a

price of $10.00 per unit (657,500 placement units by our sponsor and 152,500 placement units by Cantor), for an aggregate purchase

price of $8,100,000.

There are no redemption rights or liquidating distributions from the trust account with respect to the founder

shares, placement shares or placement warrants, which will expire worthless if we do not consummate a business combination by

September 19, 2021.

on September 16, 2019, we pay First In Line Enterprises, Inc., an affiliate of members of our sponsor, a total of $15,000 per

month for office space, utilities and secretarial and administrative support.

Upon completion of our initial business combination

or our liquidation, we will cease paying these monthly fees.

than the foregoing, no compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in

respect of any payment of a loan, will be paid by us to our sponsor, officers, directors or advisors or any affiliate of our sponsor,

officers, directors or advisors prior to, or in connection with any services rendered in order to effectuate, the consummation

of an initial business combination (regardless of the type of transaction that it is).

However, these individuals will be reimbursed

for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses

and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments

that were made to our sponsor, officers, directors, advisors or our or their affiliates and will determine which expenses and

the amount of expenses that will be reimbursed.

There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred

by such persons in connection with activities on our behalf.

to the closing of our initial public offering, our sponsor agreed to loan us up to $300,000 to be used for a portion of the expenses

related to our initial public offering pursuant to a promissory note (the “Note”).

The Note was non-interest bearing

and payable on the earlier of December 31, 2019 or the completion of the initial public offering.

The loan was fully repaid on

September 19, 2019.

addition, in order to finance transaction costs in connection with an intended initial business combination, such as the AvePoint

Business Combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated

to, loan us funds as may be required.

If we complete an initial business combination, such as the AvePoint Business Combination,

we would repay such loaned amounts.

10 unchanged sentences

in our trust account.

After our initial business combination,

members of our management team who remain with us may be paid consulting, management or other fees from the combined company with

any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation

materials, as applicable, furnished to our stockholders.

It is unlikely the amount of such compensation will be known at the time

of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our initial business combination,

as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

The holders of the founder shares, placement

units, and units that may be issued upon conversion of working capital loans (and in each case holders of their component securities,

as applicable) will have registration rights to require us to register a sale of any of our securities held by them pursuant to

a registration rights agreement to be signed prior to or on the effective date of this offering.

These holders will be entitled

to make up to three demands, excluding short form registration demands, that we register such securities for sale under the Securities

In addition, these holders will have “piggy-back”

registration rights to include their securities in other registration

statements filed by us.

Related Party Policy

We have adopted

a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions

approved by our board of directors (or the appropriate committee of our board) or as disclosed in our public filings with the

Under our code of ethics, conflict of interest situations will include any financial transaction, arrangement or relationship

(including any indebtedness or guarantee of indebtedness) involving the company.

In addition, our

audit committee, pursuant to a written charter that we have adopted, is responsible for reviewing and approving related party

transactions to the extent that we enter into such transactions.

An affirmative vote of a majority of the members of the audit

committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction.

our initial business combination, members of our management team who remain with us may be paid consulting, management or other

fees from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in

the tender offer or proxy solicitation materials, as applicable, furnished to our stockholders.

It is unlikely the amount of such

compensation will be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting

held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business

to determine executive and director compensation.

holders of the founder shares, placement units, and units that may be issued upon conversion of working capital loans (and in

each case holders of their component securities, as applicable) have registration rights to require us to register a sale of any

of our securities held by them pursuant to a registration rights agreement that was signed on the effective date of the initial

public offering.

These holders are entitled to make up to three demands, excluding short form registration demands, that we register

such securities for sale under the Securities Act.

In addition, these holders have “piggy-back”

registration rights

to include their securities in other registration statements filed by us.

more information about the AvePoint Business Combination, the Business Combination Agreement and the other contemplated agreements

related to the AvePoint Business Combination, see “Item 1.

Business”.

have adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or

resolutions approved by our board of directors (or the appropriate committee of our board) or as disclosed in our public filings

with the SEC.

Under our code of ethics, conflict of interest situations will include any financial transaction, arrangement or

relationship (including any indebtedness or guarantee of indebtedness) involving the company.

addition, our audit committee, pursuant to a written charter that we have adopted, is responsible for reviewing and approving

related party transactions to the extent that we enter into such transactions.

An affirmative vote of a majority of the members

of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related party

A majority of the members of the entire audit committee will constitute a quorum.

Without a meeting, the unanimous written consent

of all of the members of the audit committee will be required to approve a related party transaction.

We also require each of

our directors and executive officers to complete a directors’

Without a meeting, the unanimous

written consent of all of the members of the audit committee will be required to approve a related party transaction.

require each of our directors and executive officers to complete a directors’

and officers’

questionnaire that elicits information

about related party transactions.

These procedures

are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict

of interest on the part of a director, employee or officer.

To further minimize

conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with

any of our sponsor, officers or directors unless we, or a committee of independent directors, have obtained an opinion from an

independent investment banking firm or another independent firm that commonly renders fairness opinions that our initial business

combination is fair to our company from a financial point of view.

Furthermore, no finder’s fees, reimbursements or cash

payments will be made to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to

or in connection with the completion of our initial business combination.

questionnaire that elicits

information about related party transactions.

procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents

a conflict of interest on the part of a director, employee or officer.

further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is

affiliated with any of our sponsor, officers or directors unless we, or a committee of independent directors, have obtained an

opinion from an independent investment banking firm or another independent firm that commonly renders fairness opinions that our

initial business combination is fair to our company from a financial point of view.

Furthermore, no finder’s fees, reimbursements

or cash payments will be made to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior

to or in connection with the completion of our initial business combination.

Our audit committee will review on a quarterly basis

all payments that were made to our sponsor, officers or directors, or our or their affiliates.

Director Independence

Nasdaq listing standards require that a

majority of our board of directors be independent.

listing standards require that a majority of our board of directors be independent.

An “independent director”

is defined generally as a person other

than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion

of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying

out the responsibilities of a director.

generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship

which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent

judgment in carrying out the responsibilities of a director.

Our board of directors has determined that Messrs.

Chao and Bell and Ms.

Wells are “independent

directors”

Chao and Bell

Wells are “independent directors”

as defined in the Nasdaq listing standards and applicable SEC rules.

Our independent directors have regularly

scheduled meetings at which only independent directors are present.

audit committee is composed solely of independent directors meeting Nasdaq’s additional requirements applicable to members

of the audit committee.

Our independent directors have regularly scheduled meetings at which only independent directors are present.

Principal Accountant Fees and Services.

The firm of WithumSmith+Brown, PC, or Withum,

acts as our independent registered public accounting firm.

The following is a summary of fees paid to Withum for services rendered.

During the period from

April 5, 2019 (inception) through December 31, 2019, fees for our independent registered public accounting firm were approximately

$57,680 for the services Withum performed in connection with our initial public offering and the audit of our December 31, 2019

financial statements included in this Annual Report on Form 10-K.

Audit-Related Fees.

During the period

from April 5, 2019 (inception) through December 31, 2019, our independent registered public accounting firm did not render assurance

and related services related to the performance of the audit or review of financial statements.

During the period from April

5, 2019 (inception) through December 31, 2019, our independent registered public accounting firm did not render services to us

for tax compliance, tax advice and tax planning.

All Other Fees .

During the period

from April 5, 2019 (inception) through December 31, 2019, there were no fees billed for products and services provided by our

independent registered public accounting firm other than those set forth above.

Pre-Approval Policy

Our audit committee was formed upon the consummation

of our initial public offering.

As a result, the audit committee did not pre-approve all of the foregoing services, although any

services rendered prior to the formation of our audit committee were approved by our board of directors.

Since the formation of

our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted

non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions

for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the

firm of WithumSmith+Brown, PC, or Withum, acts as our independent registered public accounting firm.

The following is a summary

of fees paid to Withum for services rendered.

For the year ended December 31, 2020 and for the period from April 5, 2019 (inception) through December 31, 2019, fees

for our independent registered public accounting firm were approximately $89,610 and $72,875, respectively, for the services Withum

performed in connection with our Initial Public Offering and the audit of our December 31, 2020 and 2019 consolidated financial

statements included in this Annual Report on Form 10-K.

Audit-Related

For the year ended December 31, 2020 and for the period from April 5, 2019 (inception) through December 31, 2019, our

independent registered public accounting firm did not render assurance and related services related to the performance of the

audit or review of consolidated financial statements.

For the year ended December 31, 2020 and for the period from April 5, 2019 (inception) through December 31, 2019, fees

from our independent registered public accounting firm were approximately $6,000 and $0, respectively, for tax compliance, tax

advice and tax planning.

For the year ended December 31, 2020 and for the period from April 5, 2019 (inception) through December 31, 2019,

there were no fees billed for products and services provided by our independent registered public accounting firm other than those

set forth above.

audit committee was formed upon the consummation of our Initial Public Offering.

As a result, the audit committee did not pre-approve

all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our

board of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will

pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees

and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved

by the audit committee prior to the completion of the audit).

Exhibits, Financial Statement Schedules.

following documents are filed as part of this Form 10-K:

(1) Financial

Report of Independent Registered Public Accounting

The following documents

are filed as part of this Form 10-K:

Financial Statements:

of Independent Registered Public Accounting Firm

Balance Sheet

2 unchanged sentences

Statement of Cash Flows

Notes to Financial Statements

(2) Financial

Statement Schedules:

We hereby file as part of this Report the

exhibits listed in the attached Exhibit Index..

Copies of such materials can be obtained on the SEC website at www.sec.gov.

to Consolidated Financial Statements

Financial Statement

financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the

required information is presented in the financial statements and notes thereto in this Item 15 of Part IV below.

hereby file as part of this Report the exhibits listed in the attached Exhibit Index.

Exhibits which are incorporated herein by

reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580,

Washington, D.C.

Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street,

N.E., Washington, D.C.

20549, at prescribed rates or on the SEC website at www.sec.gov.

Form 10-K Summary.

Not applicable.

EXHIBIT INDEX

Certificate of Incorporation.

Amended and Restated Certificate of Incorporation.

Specimen Unit Certificate.

Specimen Class A Common Stock Certificate.

Specimen Warrant Certificate.

Warrant Agreement, dated September 16, 2019, between Continental Stock Transfer & Trust Company and the Company.

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as Amended.*

Promissory Note, dated June 25, 2019, Issued to Apex Technology Sponsor LLC.

Letter Agreement, dated September 16, 2019, by and among the Company, its officers, its directors and Apex Technology Sponsor LLC.

Investment Management Trust Account Agreement, dated September 16, 2019, by and between Continental Stock Transfer & Trust Company and the Company.

Registration Rights Agreement, dated September 16, 2019, by and between the Company and Apex Technology Sponsor LLC.

Administrative Support Agreement, dated September 16, 2019, by and between the Company and First In Line Enterprises, Inc.

Unit Subscription Agreement, dated September 16, 2019, by and between the Company and Apex Technology Sponsor LLC.

Unit Subscription Agreement, dated September 16, 2019, by and between the Company and Cantor Fitzgerald & Co..

Securities Subscription Agreement, dated June 25, 2019, between the Company and Apex Technology Sponsor LLC.

Combination Agreement, dated November 23, 2020, by and among the Company, AvePoint, Merger Sub 1 and Merger Sub 2.

1 to the Business Combination Agreement, (6)

of Incorporation.

and Restated Certificate of Incorporation.

Unit Certificate.

Class A Common Stock Certificate.

Warrant Certificate.

Agreement, dated September 16, 2019, by and between the Company and Continental, as warrant agent.

of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as Amended.

Note, dated June 25, 2019, issued to the sponsor.

Agreement, dated September 16, 2019, by and among the Company, its officers, its directors and the sponsor.

Management Trust Account Agreement, dated September 16, 2019, by and between the Company and Continental, as trustee.

Rights Agreement, dated September 16, 2019, by and among the Company, the sponsor and Cantor.

Administrative

Support Agreement, dated September 16, 2019, by and between the Company and First In Line Enterprises, Inc.

Subscription Agreement, dated September 16, 2019, by and between the Company and the sponsor.

Subscription Agreement, dated September 16, 2019, by and between the Company and Cantor.

Subscription Agreement, dated June 25, 2019, between the Company and the sponsor.

Form of Indemnity Agreement.

Underwriting Agreement, dated September 16, 2019, between the Company and Cantor Fitzgerald & Co.

Code of Ethics.

Agreement, dated September 16, 2019, between the Company and Cantor, as representatives of the several underwriters.

of Named Executive Equity Agreement, by and among the Company, AvePoint and the named executive therein.

of Registration Rights Agreement by and among the Company, the sponsor, Cantor and certain former stockholders of AvePoint.

of Lock-Up Agreement.

Letter Agreement, dated November 23, 2020, by and among the Company, its officers and directors, and the sponsor.

Support Agreement, dated November 23, 2020, by and among the Company and the persons set forth therein.

Support Agreement, dated November 23, 2020, by and among the Company, the sponsor and AvePoint.

Agreement, dated November 23, 2020, by and among the Company and the investor named therein.

Certification of the Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).*

Certification of the Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

XBRL Instance Document*

XBRL Taxonomy Extension Schema*

XBRL Taxonomy Calculation Linkbase*

XBRL Taxonomy Label Linkbase*

XBRL Definition Linkbase Document*

* Filed herewith

** Furnished herewith

(1) Incorporated

by reference to the Company’s Form 8-K, filed with the Commission on September 20, 2019.

(2) Incorporated

by reference to the Company’s Form S-1, filed with the Commission on August 15, 2019.

(3) Incorporated

by reference to the Company’s Form S-1/A, filed with the Commission on August 30, 2019.

Instance Document*

XBRL Taxonomy Extension

XBRL Taxonomy Calculation

XBRL Taxonomy Label

XBRL Definition

Linkbase Document*

XBRL Definition

Linkbase Document*

Incorporated by

reference to the Company’s Form 8-K, filed with the SEC on September 20, 2019.

Incorporated by

reference to the Company’s Form S-1, filed with the SEC on August 15, 2019.

Incorporated by

reference to the Company’s Form S-1/A, filed with the SEC on August 30, 2019.

Incorporated by

reference to the Company’s Form 10-K, filed with the SEC on March 27, 2020.

Incorporated by

reference to the Company’s Form 8-K, filed with the SEC on November 23, 2020.

Incorporated by

reference to the Company’s Form 8-K, filed with the SEC on December 30, 2020.

to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

TECHNOLOGY ACQUISITION CORPORATION

TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Balance Sheet

Statement of Operations

Statement of Changes in Stockholders’

Statement of Cash Flows

Notes to Financial Statement

Executive Officer, Chief Financial Officer and Secretary

( Principal Executive

Officer and Principal Financial and Accounting Officer )

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.

Executive Officer, Chief Financial Officer and Secretary

Executive Officer and Principal

Financial and Accounting Officer )

Executive Officer and Director

March 8, 2021

TECHNOLOGY ACQUISITION CORPORATION AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

Independent Registered Public Accounting Firm

Financial Statements:

Balance Sheets

Statements of Operations

Statements of Changes in Stockholders’

Statements of Cash Flows

to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Stockholders and the Board of Directors of

Technology Acquisition Corporation

To the Stockholders and the Board of Directors

Apex Technology Acquisition Corporation

and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying balance

sheet of Apex Technology Acquisition Corporation (the “Company”) as of December 31, 2019, and the related

statements of operations, changes in stockholders’

equity and cash flows, for the period from April 5, 2019 (inception)

to December 31, 2019, and the related notes (collectively referred to as the “financial statements”).

opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of

December 31, 2019, and the results of its operations and its cash flows for the period from April 5, 2019 (inception) to

December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated

balance sheets of Apex Technology Acquisition Corporation and Subsidiaries (the “Company”) as of December 31, 2020

and 2019, the related consolidated statements of operations, changes in stockholders’

equity and cash flows for the year

ended December 31, 2020, and for the period from April 5, 2019 (inception) through December 31, 2019, and the related notes (collectively

referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present

fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2020 and 2019, and the

consolidated results of their operations and their cash flows for the year ended December 31, 2020, and for the period from April

5, 2019 (inception) through December 31, 2019, in conformity with accounting principles generally accepted in the United States

Going Concern

The accompanying consolidated financial

statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the consolidated

financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs and complete a business combination

by September 19, 2021, then the Company will cease all operations except for the purpose of liquidating.

The liquidity condition

and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue

as a going concern.

Management's plans in regard to these matters are also described in Note 1.

The consolidated financial statements

do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company's financial statements based on

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with

These consolidated financial statements

are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company's consolidated

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight

Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with

the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether

the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have,

nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required

to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the

effectiveness of the entity's internal control over financial reporting.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether

the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required

to have, nor were we engaged to perform, an audit of their internal control over financial reporting.

As part of our audits we

are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures

to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures

in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable

basis for our opinion.

/s/ WithumSmith+Brown, PC

We have served as the Company's auditor

Our audits included performing procedures

to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing

procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and

disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

that our audits provide a reasonable basis for our opinion.

WithumSmith+Brown, PC

have served as the Company’s auditor since 2019.

York, New York

TECHNOLOGY ACQUISITION CORPORATION

March 8, 2021

TECHNOLOGY ACQUISITION CORPORATION AND SUBSIDIARIES

BALANCE SHEETS

Current Assets

Prepaid expenses and other current assets

Total Current Assets

Cash and marketable securities held in Trust Account

and marketable securities held in Trust Account

$ 352,608,027

LIABILITIES AND STOCKHOLDERS’

$ 352,987,612

AND STOCKHOLDERS’

payable and accrued expenses

taxes payable

Current Liabilities

Accounts payable and accrued expenses

Franchise tax payable

Income taxes payable

Total Current Liabilities

Deferred underwriting commissions

Total Liabilities

Class A, $0.0001 par value, common stock subject to possible redemption, 33,421,936 shares at $10.00 per share

underwriting commissions

and Contingencies

A common stock subject to possible redemption, 32,996,828 and 33,421,936 shares as of December 31, 2020 and 2019 (at

$10.00 per share), respectively

Stockholders’

Preferred stock, $0.0001 par value;

1,000,000 shares authorized;

none issued and outstanding

Class A common stock, $0.0001 par value;

stock, $0.0001 par value;

1,000,000 shares authorized, none issued and outstanding

common stock, $0.0001 par value;

100,000,000 shares authorized;

2,388,064 issued and outstanding (excluding 33,421,936 shares subject to possible redemption)

Class B common stock, $0.0001 par value;

2,813,172 and 2,388,064 shares issued and outstanding (excluding

32,996,828 and 33,421,936 subject to possible redemption) as of December 31, 2020 and 2019, respectively

common stock, $0.0001 par value;

10,000,000 shares authorized;

8,750,000 shares issued and outstanding

Additional paid-in capital

Retained earnings

Total Stockholders’

Total Liabilities and Stockholders’

8,750,000 shares issued and outstanding as of December 31,

2020 and 2019

paid-in capital

deficit) Retained earnings

Stockholders’

Liabilities and Stockholders’

$ 352,608,027

accompanying notes are an integral part of the financial statements.

TECHNOLOGY ACQUISITION CORPORATION

OF OPERATIONS

THE PERIOD FROM APRIL 5, 2019 (INCEPTION) THROUGH DECEMBER 31, 2019

General and administrative expenses

Franchise tax expense

Loss from operations

Other income:

Interest earned on marketable securities held in Trust Account

$ 352,987,612

accompanying notes are an integral part of the consolidated financial statements .

TECHNOLOGY ACQUISITION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

the Period from

(Inception) Through

and administrative expenses

from operations

earned on marketable securities held in Trust Account

income before provision for income taxes

Provision for income taxes

Weighted average shares outstanding of Class A redeemable common stock

Basic and diluted income per share, Class A

Weighted average shares outstanding of Class A and Class B non-redeemable common stock

Basic and diluted net loss per share, Class A and Class

B non-redeemable common stock

accompanying notes are an integral part of the financial statements.

TECHNOLOGY ACQUISITION CORPORATION

OF CHANGES IN STOCKHOLDERS’

THE PERIOD FROM APRIL 5, 2019 (INCEPTION) THROUGH DECEMBER 31, 2019

Class A Common Stock

Class B Common Stock

for income taxes

(loss) income

$ (4,251,085 )

average shares outstanding of Class A redeemable common stock

and diluted net income per share, Class A redeemable common stock

average shares outstanding of Class A and Class B non-redeemable common stock

and diluted net loss per share, Class A and Class B non-redeemable common stock

accompanying notes are an integral part of the consolidated financial statements .

TECHNOLOGY ACQUISITION CORPORATION SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’

Earnings (Accumulated

Stockholders’

Balance –

April 5, 2019 (inception)

Issuance of Class B common stock to Sponsor

Forfeiture of Class B common stock

Sale of 35,000,000 Units, net of underwriting discount and offering expenses

Sale of 810,000 Private Placement Units

Common stock subject to possible redemption

5, 2019 (inception)

of Class B common stock to Sponsor

of Class B common stock

of 35,000,000 Units, net of underwriting discount and offering costs

of 810,000 Private Placement Units

A common stock subject to possible redemption

(33,421,936 )

2 unchanged sentences

Balance –

December 31, 2019

accompanying notes are an integral part of the financial statements.

TECHNOLOGY ACQUISITION CORPORATION

OF CASH FLOWS

THE PERIOD FROM APRIL 5, 2019 (INCEPTION) THROUGH DECEMBER 31, 2019

Cash Flows from Operating Activities:

Adjustments to reconcile net income to net cash used in operating activities:

Interest earned on marketable securities held in Trust Account

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

Accounts payable and accrued expenses

Franchise tax payable

Income taxes payable

Net cash used in operating activities

Cash Flows from Investing Activities:

Investment of cash into Trust Account

in value of Class A common stock subject to possible redemption

Balance –

$ (3,350,275 )

Net cash used in investing activities

accompanying notes are an integral part of the consolidated financial statements .

TECHNOLOGY ACQUISITION CORPORATION SUBSIDIARIES

STATEMENTS OF CASH FLOWS

Flows from Operating Activities:

(loss) income

$ (4,251,085 )

Cash Flows from Financing Activities

Proceeds from issuance of Class B common stock to Sponsor

Proceeds from sale of Units, net of underwriting discounts paid

Proceeds from sale of Private Units

Proceeds from promissory note –

to reconcile net (loss) income to net cash used in operating activities:

earned on marketable securities held in Trust Account

in operating assets and liabilities:

payable and accrued expenses

taxes payable

cash used in operating activities

Flows from Investing Activities:

of cash into Trust Account

(350,000,000 )

withdrawn from Trust Account for franchise and income taxes

cash provided by (used in) investing activities

(350,000,000 )

Flows from Financing Activities:

from issuance of Class B common stock to Sponsor

from sale of Units, net of underwriting discounts paid

from sale of Private Units

from promissory note –

related party

Repayment of promissory note –

of promissory note –

related party

Payment of offering costs

Net cash provided by financing activities

Net Change in Cash

of offering costs

cash provided by financing activities

Change in Cash

Beginning of period

End of period

Non-Cash investing and financing activities:

Initial classification of common stock subject to possible redemption

investing and financing activities:

classification of Class A common stock subject to possible redemption

$ 333,314,490

Change in value of common stock subject to possible redemption

Deferred underwriting fee payable

accompanying notes are an integral part of the financial statements.

APEX TECHNOLOGY ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

in value of Class A common stock subject to possible redemption

$ (4,251,080 )

underwriting fee payable

accompanying notes are an integral part of the consolidated financial statements .

TECHNOLOGY ACQUISITION CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2020

2 unchanged sentences

The Company was

formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar

business combination with one or more businesses (the “Business Combination”).

formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or

similar business combination with one or more businesses (the “Business Combination”).

the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company

2 unchanged sentences

emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth

Company has two subsidiaries, Athena Technology Merger Sub, Inc., a wholly-owned subsidiary of the Company incorporated in Delaware

on October 13, 2020 (“Merger Sub 1”) and Athena Technology Merger Sub 2, LLC, a wholly -owned subsidiary of the Company

incorporated in Delaware on November 2, 2020 (“Merger Sub 2”).

of December 31, 2020, the Company had not commenced any operations.

All activity for the period from April 5, 2019 (inception)

through December 31, 2019 relates to the Company’s formation, its initial public offering (the “Initial Public Offering”),

which is described below, and identifying a target company for a Business Combination.

The Company will not generate any operating

revenues until after the completion of its initial Business Combination, at the earliest.

The Company generates non-operating

income in the form of interest income from the proceeds derived from the Initial Public Offering.

All activity through December 31, 2020 relates to the Company’s

formation, its initial public offering (the “Initial Public Offering”), which is described below, identifying a target

company for a Business Combination and activities in connection with the proposed acquisition of AvePoint, Inc., a Delaware corporation

(“AvePoint”) (see Note 6).

The Company will not generate any operating revenues until after the completion of its

initial Business Combination, at the earliest.

The Company generates non-operating income in the form of interest income from

the proceeds derived from the Initial Public Offering.

registration statement for the Company’s Initial Public Offering was declared effective on September 16, 2019.

1 unchanged sentence

and, with respect to the

Class A common stock included in the Units offered, the “Public Shares”), which includes the partial exercise by the

Class A common stock included in the Units offered, the “Public Shares”), which included the partial exercise by the

underwriters of the over-allotment option to purchase an additional 4,500,000 Units, at $10.00 per Unit, generating gross proceeds

8 unchanged sentences

of other offering costs.

In addition, at December 31, 2019, $994,810 of cash is held outside of the Trust Account and is available

for working capital purposes.

the closing of the Initial Public Offering on September 19, 2019, an amount of $350,000,000 ($10.00 per Unit) from the net proceeds

19 unchanged sentences

as an investment company under the Investment Company Act.

APEX TECHNOLOGY ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

TECHNOLOGY ACQUISITION CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2020

Company will provide its holders (the “public stockholders”) of the outstanding shares of Class A common stock included

Company will provide its holders of the outstanding shares of Class A common stock (the “public stockholders”) included

in the public units (“Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon

59 unchanged sentences

to complete a Business Combination within the Combination Period.

However, if the Sponsor acquires Public Shares after the

Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company

fails to complete a Business Combination within the Combination Period.

The underwriters have agreed to waive their rights to

their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business

However, if the Sponsor acquires Public Shares after the Initial

Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails

to complete a Business Combination within the Combination Period.

The underwriters have agreed to waive their rights to their

deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business

Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the

2 unchanged sentences

that the per share value of the assets remaining available for distribution will be less than $10.00 per share.

APEX TECHNOLOGY ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

TECHNOLOGY ACQUISITION CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2020

16 unchanged sentences

interest or claim of any kind in or to monies held in the Trust Account.

connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s

Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue

as a Going Concern,”

the Company has until September 19, 2021 to consummate a Business Combination.

It is uncertain that

the Company will be able to consummate a Business Combination by this time.

If a Business Combination is not consummated by this

date, there will be a mandatory liquidation and subsequent dissolution of the Company.

Management has determined that the mandatory

liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the

Company’s ability to continue as a going concern.

No adjustments have been made to the carrying amounts of assets or liabilities

should the Company be required to liquidate after September 19, 2021.

Management plans to continue efforts to close a business combination

within the prescribed time frame.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States

of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

accompanying consolidated financial statements are presented in U.S.

dollars and have been prepared in accordance with

accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and pursuant to the

accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).

of Consolidation

accompanying consolidated financial statements include the accounts of the Company and its majority owned subsidiary where the

Company has the ability to exercise control.

All significant intercompany balances and transactions have been eliminated in consolidation.

Activities in relation to the noncontrolling interest are not considered to be significant and are, therefore, not presented in

the accompanying consolidated financial statements.

Growth Company

17 unchanged sentences

This may make comparison of the Company’s

financial statements with another public company which is neither an emerging growth company nor an emerging growth company which

has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting

standards used.

preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect

the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

statements and the reported amounts of revenues and expenses during the reporting period.

estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect

of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered

in formulating its estimate, could change in the near term due to one or more future events.

Accordingly, the actual results could

differ significantly from the Company’s estimates.

APEX TECHNOLOGY ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth

company which has opted out of using the extended transition period difficult or impossible because of the potential differences

in accounting standards used.

TECHNOLOGY ACQUISITION CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2020

preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and

assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at

the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting

estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the

effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements,

which management considered in formulating its estimate, could change in the near term due to one or more future events.

Accordingly, the actual results could differ significantly from the Company’s estimates.

and Cash Equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents as of December 31, 2019.

The Company did not have any cash equivalents as of December 31, 2020 and 2019.

A Common Stock Subject to Possible Redemption

Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification

(“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

Common stock subject to mandatory redemption

is classified as a liability instrument and is measured at fair value.

Conditionally redeemable common stock (including common

stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence

of uncertain events not solely within the Company’s control) is classified as temporary equity.

At all other times, common

stock is classified as stockholders’

The Company’s common stock features certain redemption rights that are

considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

Accordingly, at

December 31, 2019, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’

equity section of the Company’s balance sheet.

Company accounts for its common stock subject to possible redemption in accordance with the guidance in the Financial Accounting

Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing

Liabilities from Equity.”

Common stock subject to mandatory redemption is classified as a liability instrument and is measured

at fair value.

Conditionally redeemable common stock (including common stock that features redemption rights that are either within

the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s

control) is classified as temporary equity.

At all other times, common stock is classified as stockholders’

Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s

control and subject to occurrence of uncertain future events.

Accordingly, at December 31, 2020 and 2019, Class A common stock

subject to possible redemption is presented as temporary equity, outside of the stockholders’

equity section of the Company’s

consolidated balance sheets.

costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly

3 unchanged sentences

Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.”

tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial

statements carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities

are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are

expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized

in income in the period that included the enactment date.

Valuation allowances are established, when necessary, to reduce deferred

tax assets to the amount expected to be realized.

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences

between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the

years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and

liabilities of a change in tax rates is recognized in income in the period that included the enactment date.

allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of

5 unchanged sentences

There were no unrecognized tax benefits and no amounts accrued for

interest and penalties as of December 31, 2019.

The Company is currently not aware of any issues under review that could result

in significant payments, accruals or material deviation from its position.

The Company is subject to income tax examinations by

major taxing authorities since inception.

interest and penalties as of December 31, 2020 and 2019.

The Company is currently not aware of any issues under review that could

result in significant payments, accruals or material deviation from its position.

The Company is subject to income tax examinations

by major taxing authorities since inception.

Company may be subject to potential examination by foreign taxing authorities in the area of income taxes.

These potential examinations

may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance

with foreign tax laws.

The Company’s management does not expect that the total amount of unrecognized tax benefits will

materially change over the next twelve months.

TECHNOLOGY ACQUISITION CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2020

Income (Loss) Per Common Share

4 unchanged sentences

of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company’s statement of operations

includes a presentation of income (loss) per share for common shares subject to redemption in a manner similar to the two-class

method of income per share.

Net income per common share, basic and diluted for Class A redeemable common stock is calculated

by dividing the interest income earned on the Trust Account of $1,809,163 (net of applicable franchise and income taxes of approximately

$613,000 for the period from April 5, 2019 (inception) through December 31, 2019), by the weighted average number of Class A

redeemable common stock since issuance of 35,000,000 shares.

Net loss per common share, basic and diluted for Class A and Class B

non-redeemable common stock is calculated by dividing the net income (loss), less income attributable to Class A redeemable

common stock, by the weighted average number of Class A and Class B non-redeemable common stock outstanding for the period.

Class A and Class B non-redeemable common stock includes the Founder Shares and the Placement Units as these shares do not have

any redemption features and do not participate in the income earned on the Trust Account.

APEX TECHNOLOGY ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

Company’s statements of operations includes a presentation of income (loss) per share for common shares subject to redemption

in a manner similar to the two-class method of income (loss) per share.

Net income per common share, basic and diluted, for Class A

redeemable common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number

of Class A redeemable common stock for the periods of 35,000,000 shares.

Net loss per common share, basic and diluted, for

Class A and Class B non-redeemable common stock is calculated by dividing the net income (loss), less income attributable

to Class A redeemable common stock, by the weighted average number of Class A and Class B non-redeemable common stock

outstanding for the periods.

Class A and Class B non-redeemable common stock includes the Founder Shares and the Placement Units

as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

following table reflects the calculation of basic and diluted net income (loss) per share for common shares (in dollars, except

per share amounts):

Class A Common Stock

Earnings allocable to Redeemable Class A Common Stock

Tax and Franchise Tax

Weighted Average Redeemable Class A Common Stock

Class A Common Stock, Basic and Diluted

Earnings/Basic

and Diluted Redeemable Class A Common Stock

Non-Redeemable

Class A and B Common Stock

Net Income minus Redeemable Net Earnings

(Loss) Income

$ (4,251,085 )

Earnings applicable to Redeemable Class A Common Stock

Non-Redeemable

$ (5,309,612 )

Weighted Average Non-Redeemable Class A and B Common Stock

A and B Non-Redeemable Common Stock, Basic and Diluted (1)

and Diluted Non-Redeemable Class A and B Common Stock

As of December 31, 2020 and 2019, basic and diluted shares are the same as there are no securities that are dilutive to the Company’s

common stockholders.

The weighted average

non-redeemable common stock for the year ended December 31, 2020 and the period from April 6, 2019 (inception) through December

31, 2019, includes the effect of 810,000 Private Units, which were issued in conjunction with the initial public offering

on September 19, 2019.

TECHNOLOGY ACQUISITION CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2020

1 unchanged sentence

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,

which, at times, may exceed the Federal Depository Insurance Coverage of $250,000.

At December 31, 2019, the Company has not experienced

losses on this account and management believes the Company is not exposed to significant risks on such account.

instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial

institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000.

31, 2020 and 2019, the Company has not experienced losses on this account and management believes the Company is not exposed

to significant risks on such account.

Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair

Value Measurements and Disclosures,”

approximates the carrying amounts represented in the accompanying balance sheet, primarily

Value Measurement,”

approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily

due to their short-term nature.

Accounting Pronouncements

does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would

have a material effect on the Company’s financial statements.

Accounting Standards

does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material

effect on the Company’s consolidated financial statements.

INITIAL PUBLIC OFFERING

1 unchanged sentence

its option to purchase an additional 4,500,000 Units, at a price of $10.00 per Unit.

Each Unit consists of one share of

Class A common stock and one-half of one redeemable warrant (“Public Warrant”).

Each whole Public Warrant entitles

the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note

Each Unit consists of one share of Class

A common stock and one-half of one redeemable warrant (“Public Warrant”).

Each whole Public Warrant entitles the holder

to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

PRIVATE PLACEMENT

1 unchanged sentence

with the closing of the Initial Public Offering, the Sponsor and Cantor purchased an aggregate of 810,000 Placement Units at a

price of $10.00 per Placement Unit, for an aggregate purchase price of $8,100,000, of which the Sponsor purchased 657,500

Placement Units and Cantor purchased 152,500 Placement Units.

Each Placement Unit consists of one share of Class A common stock

(“Placement Share”) and one-half of one redeemable warrant (each, a “Placement Warrant”).

Each whole Placement

Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share.

The proceeds from the

Placement Units were added to the proceeds from the Initial Public Offering held in the Trust Account.

If the Company does not

complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement Units will be used

to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Placement Units and all underlying

securities will expire worthless.

APEX TECHNOLOGY ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2019

price of $10.00 per Placement Unit, for an aggregate purchase price of $8,100,000, of which the Sponsor purchased 657,500 Placement

Units and Cantor purchased 152,500 Placement Units.

Each Placement Unit consists of one share of Class A common stock (“Placement

Share”) and one-half of one redeemable warrant (each, a “Placement Warrant”).

Each whole Placement Warrant is

exercisable to purchase one share of Class A common stock at a price of $11.50 per share.

The proceeds from the Placement Units

were added to the proceeds from the Initial Public Offering held in the Trust Account.

If the Company does not complete a Business

Combination within the Combination Period, the proceeds from the sale of the Placement Units will be used to fund the redemption

of the Public Shares (subject to the requirements of applicable law), and the Placement Units and all underlying securities will

expire worthless.

RELATED PARTY TRANSACTIONS

During the period ended December 31, 2019,

the Sponsor purchased 7,187,500 shares (the “Founder Shares”) of the Company’s Class B common stock for

an aggregate price of $25,000.

The Founder Shares will automatically convert into Class A common stock upon consummation of a Business

Combination on a one-for-one basis, subject to certain adjustments, as described in Note 7.

On August 13, 2019 and September 16,

2019, the Company effected a 1.1 for 1 stock dividend and a 1.109091 for 1 stock dividend, respectively, for each share of Class

B common stock outstanding, resulting in an aggregate of 8,768,750 Founder Shares issued and outstanding.

The Founder Shares included an aggregate

of up to 1,143,750 shares subject to forfeiture to the extent that the underwriters’

over-allotment option was not exercised

in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding

shares after the Initial Public Offering (excluding Placement Shares underlying the Placement Units).

the period ended December 31, 2019, the Sponsor purchased 7,187,500 shares (the “Founder Shares”) of the Company’s

Class B common stock for an aggregate price of $25,000.

The Founder Shares will automatically convert into Class A common

stock upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note

On August 13, 2019 and September 16, 2019, the Company effected a 1.1 for 1 stock dividend and a 1.109091 for 1 stock dividend,

respectively, for each share of Class B common stock outstanding, resulting in an aggregate of 8,768,750 Founder Shares issued

and outstanding.

All share and per share amounts were retroactively restated.

Founder Shares included an aggregate of up to 1,143,750 shares subject to forfeiture to the extent that the underwriters’

over-allotment option was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the

Company’s issued and outstanding shares after the Initial Public Offering (excluding Placement Shares underlying the Placement

In connection with the underwriters’

partial exercise of the over-allotment option and the forfeiture of the remaining over-allotment option, 18,750 Founder Shares

were forfeited and 1,125,000 Founder Shares are no longer subject to forfeiture, resulting in an aggregate of 8,750,000 Founder

Shares issued and outstanding as of December 31, 2019.

partial exercise of the over-allotment option and the forfeiture of the remaining

over-allotment option, 18,750 Founder Shares were forfeited and 1,125,000 Founder Shares are no longer subject to forfeiture,

resulting in an aggregate of 8,750,000 Founder Shares issued and outstanding as of December 31, 2020 and 2019.

TECHNOLOGY ACQUISITION CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2020

Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier

5 unchanged sentences

of common stock for cash, securities or other property.

June 25, 2019, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial

Public Offering (the “Promissory Note”).

The Promissory Note was non-interest bearing and payable on the earlier of

December 31, 2019 or the completion of the Initial Public Offering.

Outstanding borrowings amounting to $275,000 under the Promissory

Note were repaid upon the consummation of the Initial Public Offering.

In addition, in order to finance transaction

costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s

officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust

Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust

Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements

exist with respect to such loans.

The Working Capital Loans would either be repaid upon consummation of a Business Combination,

without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into

units upon consummation of the Business Combination at a price of $10.00 per unit.

The units would be identical to the Placement

There are no borrowings outstanding as of December 31, 2019.

June 25, 2019, the Sponsor loaned the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering

(the “Promissory Note”).

The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2019

or the completion of the Initial Public Offering.

Outstanding borrowings amounting to $275,000 under the Promissory Note were

repaid upon the consummation of the Initial Public Offering.

addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the

Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may

be required (“Working Capital Loans”).

If the Company completes a Business Combination, the Company would repay the

Working Capital Loans out of the proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would

be repaid only out of funds held outside the Trust Account.

In the event that a Business Combination does not close, the Company

may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust

Account would be used to repay the Working Capital Loans.

Except for the foregoing, the terms of such Working Capital Loans, if

any, have not been determined and no written agreements exist with respect to such loans.

The Working Capital Loans would either

be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000

of such Working Capital Loans may be convertible into units upon consummation of the Business Combination at a price of $10.00

The units would be identical to the Placement Units.

There are no borrowings outstanding as of December 31, 2020 and

Administrative

1 unchanged sentence

Company entered into an agreement whereby, commencing on September 16, 2019 through the earlier of the Company’s consummation

of a Business Combination and its liquidation, the Company will pay an affiliate of the Sponsor a total of $15,000 per month

for office space, utilities and secretarial and administrative support.

For the period from April 5, 2019 (inception) through

December 31, 2019, the Company incurred and paid $50,500 in fees for these services.

APEX TECHNOLOGY ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2019

to a registration rights agreement entered into on September 16, 2019, the holders of the Founder Shares, Placement Units

(including securities contained therein) and units (including securities contained therein) that may be issued upon

conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Placement

Warrants and any shares of Class A common stock and warrants (and underlying Class A common stock) that may be issued upon

conversion of units issued upon conversion of the Working Capital Loans and Class A common stock issuable upon conversion of

the Founder Shares will be entitled to registration rights requiring the Company to register such securities for resale (in

the case of the Founder Shares, only after conversion to Class A common stock).

The holders of the majority of these

securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities.

of a Business Combination and its liquidation, the Company will pay an affiliate of the Sponsor a total of $15,000 per month for

office space, utilities and secretarial and administrative support.

For the year ended December 31, 2020 and for the period from

April 5, 2019 (inception) through December 31, 2019, the Company incurred and paid $180,000 and $50,500 in fees for these services,

respectively.

COMMITMENTS AND CONTINGENCIES

and Uncertainties

continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the

virus could have a negative effect on the Company’s financial position, results of its operations, search for a target

company, and/or closing of the AvePoint Business Combination, the specific impact is not readily determinable as of the date

of these consolidated financial statements.

The consolidated financial statements do not include any adjustments that might

result from the outcome of this uncertainty.

to a registration rights agreement entered into on September 16, 2019, the holders of the Founder Shares, Placement Units (including

securities contained therein) and units (including securities contained therein) that may be issued upon conversion of Working

Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Placement Warrants) and any shares of

Class A common stock and warrants (and underlying Class A common stock) that may be issued upon conversion of units issued upon

conversion of the Working Capital Loans and Class A common stock issuable upon conversion of the Founder Shares will be entitled

to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after

conversion to Class A common stock).

The holders of the majority of these securities are entitled to make up to three demands,

excluding short form demands, that the Company register such securities.

In addition, the holders have certain “piggy-back”

registration rights with respect to registration statements

filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such

securities pursuant to Rule 415 under the Securities Act.

Notwithstanding the foregoing, Cantor may not exercise its demand

and “piggyback”

registration rights after five (5) and seven (7) years after the effective date of the

registration statement and may not exercise its demand rights on more than one occasion.

The Company will bear the expenses

incurred in connection with the filing of any such registration statements.

registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights

to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

Notwithstanding the

foregoing, Cantor may not exercise its demand and “piggyback”

registration rights after five (5) and seven (7) years

after the effective date of the registration statement and may not exercise its demand rights on more than one occasion.

will bear the expenses incurred in connection with the filing of any such registration statements.

TECHNOLOGY ACQUISITION CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2020

Company granted the underwriters a 45-day option to purchase up to 4,575,000 additional Units to cover over-allotments, if any,

at the Initial Public Offering price less the underwriting discounts and commissions.

At September 19, 2019, the underwriters

On September 19, 2019, the underwriters

partially exercised their over-allotment option to purchase an additional 4,500,000 Units at $10.00 per Unit and forfeited the

6 unchanged sentences

subject to the terms of the underwriting agreement.

Combination Agreement

November 23, 2020, the Company entered into an Agreement and Plan of Merger (the “Business Combination Agreement”)

by and among the Company, Athena Technology Merger Sub, Inc., a Delaware corporation (“Merger Sub 1”), Athena Technology

Merger Sub 2, LLC, a Delaware limited liability company (“Merger Sub 2”), and AvePoint, relating to a proposed business

combination transaction between the Company and AvePoint.

The Business Combination Agreement was amended on December 30, 2020.

to the Business Combination Agreement, Merger Sub 1 will be merged with and into AvePoint (the “First Merger”), with

AvePoint surviving the First Merger as a wholly owned subsidiary of the Company, and promptly following the First Merger, AvePoint

will be merged with and into Merger Sub 2 (the “Second Merger”), with Merger Sub 2 surviving the Second Merger as

a wholly owned subsidiary of the Company.

to the terms of the Business Combination Agreement, at the effective time of the Merger:

aggregate consideration to be paid to AvePoint equity shareholders will be (i) an amount

in cash of approximately $262 million (the “Aggregate Cash Consideration”),

minus a deduction for the PIPE Fees and (ii) 143,261,093 shares of common stock of Apex,

par value $0.0001 (“Apex Common Stock”), which includes shares of Apex Common

Stock that may be issuable pursuant to the exercise of exchanged AvePoint stock options

(such aggregate amount, the “Aggregate Stock Consideration”).

The Aggregate

Stock Consideration will be increased by a number of shares of Apex Common Stock equal

to the aggregate exercise price of the Exchanged Options divided by $10.00;

AvePoint’s stockholders who hold shares of Series C Preferred Stock, par value $0.001 (“AvePoint Preferred Stock”) will receive an aggregate amount of $135 million (subject to deduction for Preferred PIPE Fees) from the Aggregate Cash Consideration and will receive the balance of their consideration in shares of Apex Common Stock from the Aggregate Stock Consideration;

holders of shares of common stock of AvePoint, par value $0.001 per share (“AvePoint

Common Stock”) other than the Named Executives will receive an aggregate amount

of between $75 million and approximately $92 million in cash (subject to deduction for

certain expenses) based on an election (“Cash Election”) from the balance

of the Aggregate Cash Consideration and will receive the remainder of their consideration

in shares of Apex Common Stock from the Aggregate Stock Consideration;

shares of AvePoint Common Stock and AvePoint Preferred Stock held in the treasury of

AvePoint or by Apex shall be canceled without any conversion thereof and no payment or

distribution shall be made with respect thereto;

share of common stock of Merger Sub 1 issued and outstanding immediately prior to the

Effective Time shall be converted into and exchanged for one validly issued, fully paid

and non-assessable share of common stock, par value $0.001 per share, of the Surviving

TECHNOLOGY ACQUISITION CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2020

Named Executive Cash-Settled Option that is outstanding immediately prior to the Effective

Time, shall be converted into the right to receive (A) an amount of cash equal to:

product of (1) the number of Named Executive Cash-Settled Options multiplied by (2) the

Per Share Amount, minus (y) the aggregate exercise price attributable to such Named Executive

Cash-Settled Options;

and (B) the contingent right to receive a number of shares Contingent

Consideration following the Closing in accordance with the Business Combination Agreement;

Named Executives will receive an aggregate amount of $35 million in cash (subject to

deduction for the Named Executive PIPE Fees (as defined in the Business Combination Agreement))

from the Aggregate Cash Consideration and will receive the balance of their transaction

consideration in shares of Apex Common Stock from the Aggregate Stock Consideration;

AvePoint Option that is outstanding immediately prior to the Effective Time, whether

vested or unvested (other than the Named Executive Cash-Settled Options and AvePoint

Options granted to Eligible individuals in the People’s Republic of China (“PRC

Options”)), shall be converted into (1) an option to purchase a number of shares

of Apex Common Stock (such option, an “Exchanged Option”) equal to the product

(rounded down to the nearest whole number) of (x) the number of shares of AvePoint Common

Stock subject to such AvePoint Option immediately prior to the Effective Time and (y)

the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent)

equal to (A) the exercise price per share of such AvePoint Option immediately prior to

the Effective Time divided by (B) the Exchange Ratio;

PRC Options will not be continued or assumed by AvePoint, Apex or the Merger Subs as

part of the Mergers.

The cancelled PRC Options will be replaced and substituted for as

of the Effective Time with the award of a new stock option to purchase a number of shares

of Apex Common Stock pursuant to the 2021 Plan equal to the product (rounded down to

the nearest whole number) of (x) the number of shares of AvePoint Common Stock subject

to such PRC Option immediately prior to the Effective Time and (y) the Exchange Ratio,

at an exercise price (rounded up to the nearest whole cent) equal to (A) the exercise

price per share of such PRC Option prior to the Effective Time divided by (B) the Exchange

The replacement stock options will be credited with vesting to the same extent

as the existing PRC Options being replaced, and the new replacement awards will be subject

to same vesting schedule and exercisability provisions

Additionally,

On November 23, 2020, Apex entered into separate subscription agreements (collectively, the “Subscription Agreements”)

with a number of investors (collectively, the “PIPE Investors”), pursuant to which the PIPE Investors agreed to purchase

an aggregate of 14,000,000 shares of Apex Common Stock (the “PIPE Shares”), at a purchase price of $10.00 per share

for an aggregate purchase price of $140,000,000, in one or more private placement transactions (the “Private Placements”).

The closing of the Private Placements pursuant to the Subscription Agreements is contingent upon, among other customary closing

conditions, the concurrent consummation of the Proposed Transactions.

The purpose of the Private Placements is to raise additional

capital for use by the combined company following the Closing.

the Closing, in addition to the Aggregate Cash Consideration and Aggregate Stock Consideration, the holders of AvePoint Preferred

Stock, AvePoint Common Stock and AvePoint Options shall be issued additional shares of Apex Common Stock, as follows:

(a) 1,000,000

shares of Apex Common Stock, in the aggregate, if at any time from and after the Closing

through the seventh anniversary thereof (x) the Closing Price is greater than or equal

to $12.50 over any 20 Trading Days within any 30 Trading Day period or (y) Apex consummates

a Subsequent Transaction, which results in the stockholders of Apex having the right

to exchange their shares for cash, securities or other property having a value equaling

or exceeding $12.50 per share (the “First Milestone”) (such 1,000,000 shares

of Apex Common Stock, the “First Milestone Contingent Consideration”);

(b) 1,000,000

shares of Apex Common Stock, in the aggregate, if at any time from and after the Closing

through the seventh anniversary thereof (x) the Closing Price is greater than or equal

to $15.00 over any 20 Trading Days within any 30 Trading Day period or (y) Apex consummates

a Subsequent Transaction, which results in the stockholders of Apex having the right

to exchange their shares for cash, securities or other property having a value equaling

or exceeding $15.00 per share (the “Second Milestone”) (such 1,000,000 shares

of Apex Common Stock, the “Second Milestone Contingent Consideration”);

TECHNOLOGY ACQUISITION CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2020

shares of Apex Common Stock, in the aggregate, if at any time from and after the Closing

through the seventh anniversary thereof (x) the Closing Price is greater than or equal

to $17.50 over any 20 Trading Days within any 30 Trading Day period or (y) Apex consummates

a Subsequent Transaction, which results in the stockholders of Apex having the right

to exchange their shares for cash, securities or other property having a value equaling

or exceeding $17.50 per share (the “Third Milestone”) (such 1,000,000 shares

of Apex Common Stock, the “Third Milestone Contingent Consideration”

together with the First Milestone Contingent Consideration and the Second Milestone Contingent

Consideration, the “Contingent Consideration”).

For the avoidance of doubt,

the maximum amount of the Contingent Consideration is 3,000,000 shares of Apex Common

Stock, in the aggregate.

parties to the Business Combination Agreement have made customary representations, warranties and covenants, including, among

others, with respect to the conduct of the businesses of AvePoint and Apex during the period between execution of the Business

Combination Agreement and the consummation of the Business Combination

STOCKHOLDERS’

Stock —

The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001

per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s

The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share

with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s

board of directors.

At December 31, 2019, there were no shares of preferred stock issued or outstanding.

At December 31, 2020 and 2019, there were no shares of preferred stock issued or outstanding.

A Common Stock —

2 unchanged sentences

Holders of Class A common stock are entitled to one vote for each share.

At December 31, 2019, there were

2,388,064 shares of Class A common stock issued or outstanding, excluding 33,421,936 shares of common stock subject to possible

At December 31, 2020 and 2019,

there were 2,813,172 and 2,388,064 shares of Class A common stock issued and outstanding, excluding 32,996,828 and 33,421,936 shares

of Class A common stock subject to possible redemption, respectively.

B Common Stock —

The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of

$0.0001 per share.

Holders of Class B common stock are entitled to one vote for each share.

At December 31, 2019, there were 8,750,000

shares of Class B common stock issued and outstanding.

At December 31, 2020 and 2019, there

were 8,750,000 shares of Class B common stock issued and outstanding.

of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote

of stockholders except as required by law.

APEX TECHNOLOGY ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2019

shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination

25 unchanged sentences

of the warrants.

TECHNOLOGY ACQUISITION CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2020

Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination,

3 unchanged sentences

If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective

by the 60 th business day after the closing of a Business Combination, warrant holders may, until such time as there

is an effective registration statement and during any period when the Company will have failed to maintain an effective registration

statement, exercise warrants on a “cashless basis”

in accordance with Section 3(a)(9) of the Securities Act or another

Notwithstanding the foregoing, if a registration statement covering the Class A common stock issuable upon exercise

of the warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders

may, until such time as there is an effective registration statement and during any period when the Company shall have failed

to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section

3(a)(9) of the Securities Act, provided that such exemption is available.

If that exemption, or another exemption, is not available,

holders will not be able to exercise their warrants on a cashless basis.

The Public Warrants will expire five years after the

completion of a Business Combination or earlier upon redemption or liquidation.

by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective

registration statement and during any period when the Company will have failed to maintain an effective registration statement,

exercise warrants on a “cashless basis”

in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Notwithstanding the foregoing, if a registration statement covering the Class A common stock issuable upon exercise of the warrants

is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such

time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective

registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities

Act, provided that such exemption is available.

If that exemption, or another exemption, is not available, holders will not be

able to exercise their warrants on a cashless basis.

The Public Warrants will expire five years after the completion of a Business

Combination or earlier upon redemption or liquidation.

the warrants become exercisable, the Company may redeem the Public Warrants:

whole and not in part;

a price of $0.01 per warrant;

not less than 30 days’

in whole and not

at a price of $0.01

upon not less than

30 days’

prior written notice of redemption given after the warrants become exercisable;

and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for

any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business

days before the Company sends the notice of redemption to the warrant holders.

if, and only if,

the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading

days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before

the Company sends the notice of redemption to the warrant holders.

and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares

1 unchanged sentence

laws or the Company is unable to effect such registration or qualification.

APEX TECHNOLOGY ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2019

the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise

25 unchanged sentences

the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

TECHNOLOGY ACQUISITION CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2020

Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that

8 unchanged sentences

Company’s net deferred tax assets are as follows:

of December 31,

Organizational

costs/Startup expenses

deferred tax asset

Organizational costs/Startup expenses

Total deferred tax asset

Valuation allowance

Deferred tax asset, net of allowance

tax asset, net of allowance

income tax provision consists of the following:

Change in valuation allowance

Income tax provision

APEX TECHNOLOGY ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2019

of December 31, 2019, the Company did not have any U.S.

federal and state net operating loss carryovers available to offset future

taxable income.

of December 31,

in valuation allowance

tax provision

of December 31, 2020 and 2019, the Company did not have any U.S.

federal and state net operating loss carryovers available to

offset future taxable income.

assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion

8 unchanged sentences

a full valuation allowance.

For the period from April 5, 2019 (inception) through December 31, 2019, the change in the valuation

allowance was $61,973.

reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2019 is as follows:

Statutory federal income tax rate

State taxes, net of federal tax benefit

Change in valuation allowance

Income tax provision

For the year ended December 31, 2020 and for the period from April 5, 2019 (inception) through December

31, 2019, the change in the valuation allowance was $1,506,229 and $61,973, respectively.

reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows:

of December 31,

federal income tax rate

taxes, net of federal tax benefit

in valuation allowance

tax provision

TECHNOLOGY ACQUISITION CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2020

Company files income tax returns in the U.S.

federal jurisdiction in various state and local jurisdictions and is subject to examination

by the various taxing authorities.

by the various taxing authorities for 2019 and 2020.

FAIR VALUE MEASUREMENTS

Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value

at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company

would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an

orderly transaction between market participants at the measurement date.

In connection with measuring the fair value of its assets

and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and

to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable

inputs used in order to value the assets and liabilities:

Quoted prices in

active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions

for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs

other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities

and quoted prices for identical assets or liabilities in markets that are not active.

Unobservable inputs

based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

Company classifies its U.S.

3 unchanged sentences

to hold until maturity.

Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet

Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets

and adjusted for the amortization or accretion of premiums or discounts.

December 31, 2019, assets held in the Trust Account were comprised of $532 in cash, $94,650 in money market funds, which are invested

December 31, 2020, assets held in the Trust Account were comprised of $1,455 in cash and $175,325,383 in money market funds, which

are invested in U.S.

Treasury Securities and $176,531,482 in U.S.

Treasury Bills.

During the period ended December 31, 2019, the Company has

not withdrawn any interest income from the Trust Account to pay its franchise and income taxes.

At December 31, 2019, assets held in the Trust

Account were comprised of $532 in cash, $94,650 in money market funds, which are invested in U.S.

Treasury Securities, and $351,713,981

Treasury Bills.

the year ended December 31, 2020, the Company withdrew $1,621,881 of interest earned on the Trust Account to pay its franchise

and income taxes.

During the period ended December 31, 2019, the Company did not withdraw any interest income from the Trust Account

to pay its taxes.

following table presents information about the Company’s assets that are measured at fair value on a recurring basis at

December 31, 2019 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Marketable securities held in Trust Account –

December 31, 2020 and 2019 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such

Treasury Securities Money Market Fund

APEX TECHNOLOGY ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

$ 175,325,383

TECHNOLOGY ACQUISITION CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2020

fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company

would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an

orderly transaction between market participants at the measurement date.

In connection with measuring the fair value of its assets

and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and

to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable

inputs used in order to value the assets and liabilities:

prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which

transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing

inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or

liabilities and quoted prices for identical assets or liabilities in markets that are not active.

inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

gross holding losses and fair value of held-to-maturity securities at December 31, 2019 are as follows:

gross holding losses and fair value of held-to-maturity securities at December 31, 2020 and 2019 are as follows:

Held-To-Maturity

Amortized Cost

December 31, 2019

Treasury Securities (Mature on 1/19/2021)

1 unchanged sentence

$ 176,534,469

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred

after the balance sheet date up to the date that the financial statements were issued.

Management is currently evaluating the impact of the COVID-19 pandemic

on the industry and has concluded that the virus could have a negative effect on the Company’s financial position, results

of its operations and/or search for a target company, however, the specific impact is not readily determinable as of the date of

these financial statements.

The financial statements do not include any adjustments that might result from the outcome of

this uncertainty.

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by

the undersigned, thereunto duly authorized.

March 27, 2020

APEX TECHNOLOGY ACQUISITION CORPORATION

/s/ Jeff Epstein

Co-Chief Executive Officer, Chief Financial Officer and

( Principal Executive Officer and Principal Financial and

Accounting Officer )

Pursuant to the requirements

of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant

and in the capacities and on the dates indicated.

/s/ Jeff Epstein

Co-Chief Executive Officer, Chief Financial Officer and Secretary

March 27, 2020

(Principal Executive Officer and Principal Financial and Accounting Officer )

/s/ Brad Koenig

Co-Chief Executive Officer and Director

March 27, 2020

/s/ David Chao

March 27, 2020

/s/ Peter Bell

March 27, 2020

/s/ Donna Wells

March 27, 2020

December 31, 2019

Treasury Securities

(Mature on 3/19/2020)

$ 351,713,981

$ 351,995,625

9. SUBSEQUENT EVENTS

The Company evaluated

subsequent events and transactions that occurred after the balance sheet date up to, March 8, 2021, the date that the consolidated

financial statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required

adjustment or disclosure in the consolidated financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures