What changed in this filing

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Item 1. Business

2022-03-31 compared with 2021-03-09 · 643 added, 1072 removed, 0 unchanged (100% of the section changed)

are a blank check company formed on April 5, 2019 as a Delaware corporation for the purpose of effecting a merger, capital

stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Throughout this Report we will refer to this as our “initial business combination.”

While our efforts to identify

a target business have spanned many industries and regions worldwide, we have focused our search for prospects within the software

and internet technology industries.

Our ability to locate a potential target is and has been subject to the uncertainties discussed

elsewhere in this Report.

Public Offering

September 19, 2019, the Company consummated the initial public offering of 35,000,000 units.

In addition to one share of our public

shares, each unit also consists of one-half of one 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.

The units were sold at an offering price

of $10.00 per unit, generating gross proceeds of $350,000,000.

The Company had granted Cantor, the representative of the several

underwriters in the initial public offering, a 45-day option to purchase up to 4,575,000 additional units to cover over-allotments.

On September 19, 2019, Cantor partially exercised the option and purchased an additional 4,500,000 units at $10.00 per unit and

forfeited the option to exercise the remaining 75,000 units.

Simultaneously

with the closing of the initial public offering, the Company consummated the sale of 810,000 placement units at a price of $10.00

per placement unit in a private placement to the sponsor and Cantor, generating gross proceeds of $8,100,000.

The sponsor purchased

657,500 placement units and Cantor purchased 152,500 placement units.

Each placement unit consists of one placement share and

one-half of one placement warrant.

Each whole placement warrant is exercisable to purchase one public share at a price of $11.50

The proceeds from the placement units were added to the proceeds from the initial public offering held in the trust

total of $350,000,000 from the net proceeds of the sale of the units in the initial public offering and the sale of the placement

units was placed in the trust account.

units, public shares and public warrants are each traded on the Nasdaq Capital Market under the symbols “APXTU,”

“APXT”

and “APXTW,”

respectively.

Our units commenced public trading on September 17, 2019, and our public shares and public

warrants commenced separate public trading on November 5, 2019.

Business Combination

November 23, 2020, we entered into the Business Combination Agreement with the Merger Subs and AvePoint, pursuant to which 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,”

together with the First Merger, the “Mergers”, and together with the other transactions related thereto,

the “Proposed Transactions”), with Merger Sub 2 surviving the Second Merger as a wholly-owned subsidiary of the Company

(“Surviving Company”).

Upon the consummation

of the Mergers, the aggregate consideration to be paid to AvePoint equityholders will be (i) an amount in cash of approximately

$262 million (the “Aggregate Cash Consideration”) and (ii) 143,261,093 shares of our public shares (such aggregate

amount, the “Aggregate Stock Consideration”).

The Aggregate Cash Consideration may be subject to downward adjustment

based on the Cash Election (as defined below) and any cutback due to redemptions by stockholders of Apex and any such adjustment

shall be offset by an equivalent increase in the Aggregate Stock Consideration based on a value of $10.00 per public share.

AvePoint’s

stockholders who hold shares of Series C Preferred Stock, par value $0.001 (“AvePoint Preferred Stock”) and certain

named executives (the “Named Executives”) will receive an aggregate amount of $135 million and $35 million in cash,

(subject to deduction for certain expenses) respectively, from the Aggregate Cash Consideration and will receive the balance of

their consideration in public shares from the Aggregate Stock Consideration.

All 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

public shares from the Aggregate Stock Consideration.

Each outstanding option to purchase AvePoint Common Stock (“AvePoint

Options”) other than certain options held by the Named Executives will be converted into or replaced with an option to purchase

public shares from the Aggregate Stock Consideration based on the exchange ratio set forth in the Business Combination Agreement.

The holders of AvePoint Preferred Stock, AvePoint Common Stock and AvePoint Options may be entitled to receive up to an additional

3,000,000 public shares contingent upon the achievement of certain milestones set forth in the Business Combination Agreement (the

“Contingent Consideration”).

obligations of AvePoint and Apex to consummate the Proposed Transactions, including the Mergers, are subject to the satisfaction

or waiver (where permissible) at or prior to the Closing (as defined below) of various conditions, including, among other things:

(i) the accuracy of the representations and warranties of Apex and AvePoint, respectively;

(ii) the performance by Apex and AvePoint,

respectively, of its covenants and agreements;

(iii) the absence of any material adverse effect that is continuing with respect

to Apex or AvePoint, respectively, between the date of the Business Combination Agreement and the date of the Closing, (iv) the

approval of AvePoint’s and Apex’s stockholders;

(v) the effectiveness of the AvePoint Registration Statement and the

submission by Apex of the supplemental listing application to the Nasdaq Stock Market;

(vi) the receipt of requisite government

approvals, including approval related to the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended;

(vii) the consummation

by Apex of the Private Placements (as defined below);

(viii) Apex having at least $5,000,001 of net tangible assets following

the exercise of redemption rights provided in accordance with the organizational documents of Apex;

and (ix) as a condition to

AvePoint’s obligations, the total cash and cash equivalents of Apex at the Effective Time, after giving effect to the Merger

and the Private Placements, being no less than $300 million.

Simultaneously

with the execution of the Business Combination Agreement on November 23, 2020, the Named Executives entered into the Named Executive

Equity Agreements (the “Named Executive Equity Agreements”) pursuant to which the Named Executives will contribute

shares of AvePoint Common Stock to Apex immediately prior to the Effective Time in exchange for a portion of the Aggregate Cash

Consideration.

connection with the closing of the AvePoint Business Combination (the “Closing”), certain key stockholders of AvePoint

(the “Key AvePoint Stockholders”) will enter into agreements (the “Lock-Up Agreements”) providing that

they will not, subject to certain exceptions, sell or transfer any public shares or securities convertible into or exercisable

for public shares held by them immediately after the effective time of the First Merger (the “Effective Time”) until

180 days after the Closing (the “Lock-Up Period”).

Simultaneously

with the execution of the Business Combination Agreement on November 23, 2020, each of the sponsor, Jeff Epstein and Brad Koenig

entered into the Insider Letter Agreement (the “Insider Letter Agreement”) providing that such parties will not, subject

to certain exceptions, sell or transfer certain public shares held by the Sponsor on behalf of Jeff Epstein and Brad Koenig immediately

prior to the Effective Time (“Apex Founder Lock-Up Shares”) until 12 months after the Closing and will not sell or

transfer 50% of the Apex Founder Lock-Up Shares until 24 months after the Closing.

Simultaneously

with the execution of the Business Combination Agreement on November 23, 2020, the Key AvePoint Stockholders entered into the

Stockholder Support Agreement (the “Stockholder Support Agreement”) pursuant to which the Key AvePoint Stockholders

agreed to vote all of their shares of AvePoint Common Stock and AvePoint Preferred Stock in favor of the approval and adoption

of the Business Combination Agreement and the Proposed Transactions.

Simultaneously

with the execution of the Business Combination Agreement on November 23, 2020, the sponsor entered into the Sponsor Support Agreement

(the “Sponsor Support Agreement”) pursuant to which the sponsor agreed to vote all of public shares in favor of the

approval of the Business Combination Agreement and the Proposed Transactions and certain other proposals for approval by the stockholders

of Apex as set forth in the Business Combination Agreement.

to the Sponsor Support Agreement, the sponsor agreed to deposit 2,916,700 public shares (“Sponsor Earn-Out Shares”)

into escrow and that such shares will be subject to the vesting upon the occurrence, any time prior to or as of the seventh anniversary

of the Closing, of either:

(i), the closing price of public shares is greater than or equal to $15.00 (as adjusted for share splits,

share capitalization, reorganizations, recapitalizations and the like) over any 20 trading days within any 30 trading day period;

or (ii) Apex consummates a change of control transaction.

Simultaneously

with the execution of the Business Combination Agreement 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 public shares (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.

connection with the Closing, that certain registration rights agreement dated September 16, 2019 will be amended and restated

and Apex, certain persons and entities holding securities of Apex prior to the Closing (the “Initial Holders”) and

certain persons and entities receiving public shares pursuant to the AvePoint Business Combination (the “New Holders”

and together with the Initial Holders, the “Reg Rights Holders”) shall enter into an amended and restated registration

rights agreement at the Closing (the “Registration Rights Agreement”).

Pursuant to the Registration Rights Agreement,

Apex will agree that, within 15 business days after the Closing, Apex will file with the SEC (at Apex’s sole cost and expense)

a registration statement registering the resale of certain securities held by or issuable to the Reg Rights Holders (the “Resale

Registration Statement”), and Apex shall use reasonable best efforts to have the Resale Registration Statement declared

effective as soon as practicable after the filing thereof.

In certain circumstances, the New Holders can demand up to two underwritten

offerings, and all of the Reg Rights Holders will be entitled to piggyback registration rights.

than as specifically discussed, this Report does not assume the closing of the AvePoint Business Combination.

purpose is to complete a business combination with a leading software or internet company, like AvePoint, that is valued between

$650 million and $2 billion.

We seek to effectively employ our management team’s industry skills and experience as well

as their extensive personal network to add substantial value to any acquired company.

These benefits include the following:

growing successful software and internet companies :

Our management team has demonstrated consistent prowess in building,

investing, nurturing and leading software and internet companies.

We believe they can spot unique ideas or disruptive business

models and grow them from local sensation to global ubiquity.

We believe we can also recruit top talent and use that intellectual

capital to great competitive advantage;

Ability to mentor

and support exceptional executives :

Our Co-Chief Executive Officers, directors and advisors have served on more than 30

public and 100 private boards of directors in North America, Europe and Asia, both within and outside the software and internet

They have overseen more than 200 acquisitions, taken companies public, thrived amid complex governance dilemmas and

enhanced their companies’

global growth;

Maximizing the

value of becoming a publicly traded entity :

As a public entity, we believe we offer a wide range of advantages to stakeholders.

These include but are not limited to:

working with management and shareholders who aspire to have their company become a public

entity and generate substantial wealth creation;

transitioning from a private to a public entity may include broader access

to debt and equity providers;

provision of liquidity for employees and potential acquisitions;

and expansion of branding in

the marketplace.

intent has been to seek potential target companies globally.

We have used a broad and global network of professional contacts

that has been developed by our management team and advisors over many years.

This network encompasses private equity firms, venture

capitalists and entrepreneurs.

maturity and judgment skills accumulated by our management team and advisors has guided our acquisition process.

When candidate

companies are being evaluated, we use the following, non-exclusive criteria listed below for determining opportunities.

have targeted entities whose enterprise value is between $650 million and $2 billion.

These companies have an international

following, and we believe offer long-term risk-adjusted return potential;

software industry and internet sector are domains in which we have an accomplished track record and “pattern recognition”

Our management team and advisors’

multifaceted expertise in assessing a target’s technology and their

potential for disruption have been key in evaluating business transaction candidates swiftly and adequately;

Management’s

We have sought companies with proven and accomplished management teams which are eager to march forward together

with and benefit from our management team’s expertise.

We have devoted significant resources to analyzing and reaching

alignment among a target’s management and its stakeholders, a paramount element to successful execution of any business

Operational maturity :

We have targeted companies that have the requisite compliance, financial controls and reporting processes in place and are

ready for the regulatory constraints of a public entity;

have invested in software or internet companies that are on what we believe to be a promising growth path, driven by a sustainable

competitive advantage, resulting in strong unit economics;

Strategic Initiatives :

We have sought management teams with the interest and ability to execute on strategic opportunities, including acquisitions

of companies that enhances shareholder value;

being public :

We are committed to working with management and shareholders who aspire to have their company become a public

entity and generate substantial wealth creation.

The benefits of transitioning from a private to a public entity may include

a broader access to debt and equity providers, liquidity for employees and potential acquisitions, and expanded branding in

the marketplace;

Reputation and

market acceptance :

We have sought companies with a sizable market share in their segment and the opportunity to achieve

market leadership.

They should also have defensible proprietary technology and intellectual property rights;

Appropriate valuations :

We are rigorous, disciplined, and valuation-centric investors, with a keen understanding of market value.

We expect to enter

into a business combination only if it pairs significant upside potential with limited downside risks.

criteria are not intended to be exhaustive.

Any evaluation relating to the merits of a particular initial business combination

may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our

management team may deem relevant.

In the event that we decide to enter into our initial business combination with a target business,

such as AvePoint, that does not meet the above criteria and guidelines, we will disclose that the target business does not meet

the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this

Report, would be in the form of proxy solicitation materials or tender offer documents that we would file with the U.S.

and Exchange Commission.

may need to obtain additional financing either to complete our initial business combination or because we become obligated to

redeem a significant number of our public shares upon completion of our initial business combination.

We intend to acquire a company

with an enterprise value significantly above the net proceeds of our initial public offering and the sale of the placement units.

Depending on the size of the transaction or the number of public shares we become obligated to redeem, we may potentially utilize

several additional financing sources, including but not limited to the issuance of additional securities to the sellers of a target

business, debt issued by banks or other lenders or the owners of the target, a private placement to raise additional funds, or

a combination of the foregoing.

If we are unable to complete our initial business combination because we do not have sufficient

funds available to us, we will be forced to cease operations and liquidate the trust account.

In addition, following our initial

business combination, if cash on hand is insufficient to meet our obligations or our working capital needs, we may need to obtain

additional financing.

Search for Business Combination Opportunities

rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of

the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest

earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination.

Our board of directors will make the determination as to the fair market value of our initial business combination.

of directors is not able to independently determine the fair market value of our initial business combination, we will obtain

an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions

with respect to the satisfaction of such criteria.

While we consider it unlikely that our board of directors will not be able

to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if

it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty

as to the value of a target’s assets or prospects.

anticipate structuring our initial business combination either (i) in such a way so that the post-transaction company in which

our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses,

or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests or assets of the

target business in order to meet certain objectives of the target management team or stockholders, or for other reasons.

we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding

voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required

to register as an investment company under the Investment Company Act.

Even if the post-transaction company owns or acquires 50%

or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively own

a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business

For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all

of the outstanding capital stock of a target.

In this case, we would acquire a 100% controlling interest in the target.

as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business

combination could own less than a majority of our outstanding shares subsequent to our initial business combination.

100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company,

the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq’s

80% fair market value test.

If the initial business combination involves more than one target business, the 80% fair market value

test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial

business combination for purposes of a tender offer or for seeking stockholder approval, as applicable.

Based on the valuation

analysis of our management and board of directors, we have determined that the fair market value of AvePoint was substantially

in excess of 80% of the funds in the trust account and that the 80% test was therefore satisfied.

Business Combination Process

are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers

or directors.

While AvePoint is not affiliated with our sponsor, officers or directors, in the event we do not consummate the

AvePoint Business Combination and seek to complete our initial business combination with a company that is affiliated with our

sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment

banking firm or another independent entity that commonly renders valuation opinions that our initial business combination is fair

to our company from a financial point of view.

of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if

the retention or resignation of any such officers and directors were to be included by a target business as a condition to any

agreement with respect to our initial business combination.

of our officers and directors presently have fiduciary or contractual obligations to other entities pursuant to which such officer

or director is or will be required to present a business combination opportunity.

Accordingly, if any of our officers or directors

becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary

or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to

We believe, however, that the fiduciary duties or contractual obligations of our officers or directors will not materially

affect our ability to complete our initial business combination.

Our amended and restated certificate of incorporation provides

that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly

offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are

legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director

or officer is permitted to refer that opportunity to us without violating another legal obligation.

officers have agreed not to become an officer or director of any other special purpose acquisition company with a class of securities

registered under the Exchange Act, until we have entered into a definitive agreement regarding our initial business combination,

such as the Business Combination Agreement, or we have liquidated the trust account.

Management Team

of our management team are not obligated to devote any specific number of hours to our matters but they devote as much of their

time as they, in the exercise of their respective business judgement, deem necessary to our affairs and intend to continue doing

so until we have completed our initial business combination.

The amount of time that any member of our management team devotes

in any time period may vary based on whether a target business has been selected for our initial business combination and the

current stage of the business combination process.

We do not have an employment agreement with any member of our management team.

believe our management team’s operating and transaction experience and relationships with companies provides us with a substantial

number of potential business combination targets.

Over the course of their careers, the members of our management team have developed

a broad network of contacts and corporate relationships in the software and internet technology industry.

This network has grown

through the activities of our management team sourcing, acquiring and financing businesses, our management team’s relationships

with sellers, financing sources and target management teams and the experience of our management team in executing transactions

under varying economic and financial market conditions.

as a Public Company

believe our structure makes us an attractive business combination partner to target businesses.

As a public company, we offer

a target business, like AvePoint, an alternative to the traditional initial public offering through a merger or other business

combination with us.

Following an initial business combination, such as the AvePoint Business Combination, we believe the target

business would have greater access to capital and additional means of creating management incentives that are better aligned with

stockholders’

interests than it would as a private company.

A target business can further benefit by augmenting its profile

among potential new customers and vendors and aid in attracting talented employees.

In a business combination transaction with

us, the owners of the target business may, for example, exchange their shares of stock in the target business for our shares of

Class A common stock (or shares of a new holding company) or for a combination of our shares of Class A common stock and cash,

allowing us to tailor the consideration to the specific needs of the sellers.

See “AvePoint Business Combination”

above for more information regarding such exchange in the AvePoint Business Combination.

there are various costs and obligations associated with being a public company, we believe target businesses, such as AvePoint,

will find this method a more expeditious and cost effective method to becoming a public company than the typical initial public

The typical initial public offering process takes a significantly longer period of time than the typical business combination

transaction process, and there are significant expenses in the initial public offering process, including underwriting discounts

and commissions, marketing and road show efforts that may not be present to the same extent in connection with an initial business

combination with us.

once a proposed initial business combination is completed, the target business will have effectively become public, whereas an

initial public offering is always subject to the underwriters’

ability to complete the offering, as well as general market

conditions, which could delay or prevent the offering from occurring or could have negative valuation consequences.

an initial business combination, such as the AvePoint Business Combination, we believe the target business would then have greater

access to capital and an additional means of providing management incentives consistent with stockholders’

interests and

the ability to use its shares as currency for acquisitions.

Being a public company can offer further benefits by augmenting a

company’s profile among potential new customers and vendors and aid in attracting talented employees.

we believe that our structure and our management team’s backgrounds make us an attractive business partner, some potential

target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek

stockholder approval of any proposed initial business combination, negatively.

are an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.

such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other

public companies that are not “emerging growth companies”

including, but not limited to, not being required to comply

with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced

disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the

requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute

payments not previously approved.

If some investors find our securities less attractive as a result, there may be a less active

trading market for our securities and the prices of our securities may be more volatile.

addition, Section 107 of the JOBS Act also provides that an “emerging growth company”

can take advantage of the extended

transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging growth company”

can delay the adoption of certain accounting standards until those standards

would otherwise apply to private companies.

We intend to take advantage of the benefits of this extended transition period.

will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following September 19, 2024,

(b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated

filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the

prior June 30 th , and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities

during the prior three-year period.

funds available in our trust account for an initial business combination in the amount of $338,708,320 (as of December 31, 2020),

after payment of $13,150,000 of deferred underwriting fees, before fees and expenses associated with our initial business combination,

we offer a target business, such as AvePoint, a variety of options such as creating a liquidity event for its owners, providing

capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt or leverage

Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination

of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration

to be paid to the target business to fit its needs and desires.

However, other than with regard to the Private Placements described

above, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.

Our Initial Business Combination

are not presently engaged in, and we will not engage in, any operations for an indefinite period of time.

We intend to effectuate

our initial business combination using cash from the proceeds of our initial public offering and the private placement of the

placement units, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to backstop

agreements we may enter into or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or

the owners of the target, or a combination of the foregoing.

We may seek to complete our initial business combination with a company

or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous

risks inherent in such companies and businesses.

our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust

account are used for payment of the consideration in connection with our initial business combination or used for redemptions

of our Class A common stock, we may apply the balance of the cash released to us from the trust account for general corporate

purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest

due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working

may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of

our initial business combination, and we may effectuate our initial business combination using the proceeds of such offering rather

than using the amounts held in the trust account.

In addition, we intend to target businesses larger than we could acquire with

the net proceeds of our initial public offering and the sale of the placement units, and may as a result be required to seek additional

financing to complete such proposed initial business combination.

Subject to compliance with applicable securities laws, we would

expect to complete such financing only simultaneously with the completion of our initial business combination.

In the case of

an initial business combination funded with assets other than the trust account assets, our proxy materials or tender offer documents

disclosing the initial business combination would disclose the terms of the financing and, only if required by law, we would seek

stockholder approval of such financing.

There are no prohibitions on our ability to raise funds privately, or through loans in

connection with our initial business combination.

At this time, we are not a party to any arrangement or understanding with any

third party with respect to raising any additional funds through the sale of securities or otherwise.

“AvePoint Business Combination”

above for more information regarding the financing of and agreements related to the

AvePoint Business Combination.

of Target Businesses

business candidates are brought to our attention from various unaffiliated sources, including investment bankers and investment

professionals.

Target businesses are brought to our attention by such unaffiliated sources as a result of being solicited by us

by calls or mailings.

These sources also introduce us to target businesses in which they think we may be interested on an unsolicited

basis, since many of these sources will have read our public filings and know what types of businesses we are targeting.

and directors, as well as our sponsor and their affiliates, also bring to our attention target business candidates that they become

aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as

attending trade shows or conventions.

In addition, we receive a number of proprietary deal flow opportunities that would not otherwise

necessarily be available to us as a result of the business relationships of our officers and directors and our sponsor and their

While we do not presently anticipate engaging the services of professional firms or other individuals that specialize

in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we

may pay a finder’s fee, consulting fee, advisory fee or other compensation to be determined in an arm’s length negotiation

based on the terms of the transaction.

We will engage a finder only to the extent our management determines that the use of a

finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis

with a potential transaction that our management determines is in our best interest to pursue.

Payment of finders’

is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust

In no event, however, will our sponsor or any of our existing officers, directors or advisors be paid any finder’s

fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation by the company prior to,

or in connection with any services rendered for any services they render in order to effectuate, the completion of our initial

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

None of our sponsor, executive officers, directors or

advisors, or any of their respective affiliates, will be allowed to receive any compensation, finder’s fees or consulting

fees from a prospective business combination target in connection with a contemplated initial business combination except as set

forth herein.

pay an affiliate of our sponsor a total of $15,000 per month for office space, utilities and secretarial and administrative support

and to reimburse our sponsor and our officers, directors and advisors for any out-of-pocket expenses related to identifying, investigating

and completing an initial business combination.

Some of our officers and directors may enter into employment or consulting agreements

with the post-transaction company following our initial business combination.

The presence or absence of any such fees or arrangements

will not be used as a criterion in our selection process of an initial business combination candidate.

are not prohibited from pursuing an initial business combination with a target that is affiliated with our sponsor, officers or

directors or making the initial business combination through a joint venture or other form of shared ownership with our sponsor,

officers or directors.

While AvePoint is not affiliated with our sponsor, officers or directors, in the event we do not consummate

the AvePoint Business Combination and we seek to complete our initial business combination with a target that is affiliated with

our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment

banking firm or another independent entity that commonly renders valuation opinions that such an initial business combination

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

We are not required to obtain such an opinion in any other context.

any of our officers or directors becomes aware of an initial business combination opportunity that falls within the line of business

of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such

business combination opportunity to such entity prior to presenting such business combination opportunity to us.

and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties

of a Target Business and Structuring of our Initial Business Combination

rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of

the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest

earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination.

The fair market value of our initial business combination will be determined by our board of directors based upon one or more

standards generally accepted by the financial community, such as discounted cash flow valuation, a valuation based on trading

multiples of comparable public businesses or a valuation based on the financial metrics of M&A transactions of comparable

If our board of directors is not able to independently determine the fair market value of our initial business combination,

we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation

opinions with respect to the satisfaction of such criteria.

While we consider it unlikely that our board of directors will not

be able to make an independent determination of the fair market value of our initial business combination, it may be unable to

do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty

as to the value of a target’s assets or prospects.

We do not intend to purchase multiple businesses in unrelated industries

in conjunction with our initial business combination.

Subject to this requirement, our management has virtually unrestricted flexibility

in identifying and selecting one or more prospective target businesses, although we are not permitted to effectuate our initial

business combination with another blank check company or a similar company with nominal operations.

any case, we will only complete an initial business combination in which we own or acquire 50% or more of the outstanding voting

securities of the target or otherwise acquire a controlling interest in the target sufficient for it not to be required to register

as an investment company under the Investment Company Act.

If we own or acquire less than 100% of the equity interests or assets

of a target business or businesses, the portion of such business or businesses that are owned or acquired by the post-transaction

company is what will be taken into account for purposes of Nasdaq’s 80% fair market value test.

the extent we effect our initial business combination with a company or business that may be financially unstable or in its early

stages of development or growth we may be affected by numerous risks inherent in such company or business.

Although our management

will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain

or assess all significant risk factors.

evaluating a prospective business target, such as AvePoint, we have conducted, and will continue to conduct a thorough due diligence

review, which encompasses, among other things, meetings with incumbent management and employees, document reviews, interviews

of customers and suppliers, inspection of facilities, as well as a review of financial and other information that will be made

available to us.

time required to select and evaluate a target business and to structure and complete our initial business combination, and the

costs associated with this process, are not currently ascertainable with any degree of certainty.

Any costs incurred with respect

to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately

completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.

of Business Diversification

an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend

entirely on the future performance of a single business.

Unlike other entities that have the resources to complete business combinations

with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations

and mitigate the risks of being in a single line of business.

In addition, we intend to focus our search for an initial business

combination in a single industry.

By completing our initial business combination with only a single entity, our lack of diversification

subject us to negative

economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular

industry in which we operate after our initial business combination, and

cause us to depend

on the marketing and sale of a single product or limited number of products or services.

Ability to Evaluate the Target’s Management Team

we have closely scrutinized the management of a prospective target business, including the management of AvePoint, when evaluating

the desirability of effecting our initial business combination with that business, and plan to continue to do so if the AvePoint

Business Combination is not consummated and we seek other business combination opportunities, our assessment of the target business’

management may not prove to be correct.

In addition, the future management may not have the necessary skills, qualifications or

abilities to manage a public company.

Furthermore, the future role of members of our management team, if any, in the target business

cannot presently be stated with any certainty.

The determination as to whether any of the members of our management team will

remain with the combined company will be made at the time of our initial business combination.

While it is possible that one or

more of our directors will remain associated in some capacity with us following our initial business combination, including the

AvePoint Business Combination in which Jeff Epstein will serve as a director and Brad Koenig will serve as an observer of the

combined company post-Closing, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our

initial business combination.

Moreover, we cannot assure you that members of our management team will have significant experience

or knowledge relating to the operations of the particular target business.

cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company.

The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our

initial business combination.

an initial business combination, we may seek to recruit additional managers to supplement the incumbent management of the target

We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will

have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

May Not Have the Ability to Approve Our Initial Business Combination

may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC.

However, we will seek stockholder

approval if it is required by law or applicable stock exchange rule, or we may decide to seek stockholder approval for business

or other legal reasons.

Presented in the table below is a graphic explanation of the types of initial business combinations we

may consider and whether stockholder approval is currently required under Delaware law for each such transaction.

of Transaction

Stockholder Approval is Required

of stock of target not involving a merger with the company

of target into a subsidiary of the company

of the company with a target

Nasdaq’s listing rules, stockholder approval would be required for our initial business combination if, for example:

we issue shares

of Class A common stock that will be equal to or in excess of 20% of the number of shares of our Class A common stock then

any of our directors,

officers or substantial stockholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively

have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and

the present or potential issuance of common stock could result in an increase in outstanding common shares or voting power

of 5% or more;

the issuance or

potential issuance of common stock will result in our undergoing a change of control.

“AvePoint Business Combination”

above for more information regarding the requisite approvals needed in the AvePoint

Business Combination.

Purchases of our Securities

we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial

business combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors, officers, advisors or their

affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or

following the completion of our initial business combination.

There is no limit on the number of shares our initial stockholders,

directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law

and Nasdaq rules.

In connection with the Private Placements, each of Brad Koenig and Jeff Epstein agreed to purchase 50,000 shares

of Apex Common Stock.

There are currently no other commitments, plans or intentions by our initial stockholders, directors, officers,

advisors or their affiliates to engage in such transactions and have not formulated any terms or conditions for any such transactions.

If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic

information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the

Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act;

however, if the purchasers

determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such

Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers

are subject to such reporting requirements.

None of the funds held in the trust account will be used to purchase shares or public

warrants in such transactions prior to completion of our initial business combination.

purpose of any such purchases of shares could be to vote such shares in favor of the initial business combination and thereby

increase the likelihood of obtaining stockholder approval of the initial business combination or to satisfy a closing condition

in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial

business combination, where it appears that such requirement would otherwise not be met.

The purpose of any such purchases of

public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted

to the warrantholders for approval in connection with our initial business combination.

Any such purchases of our securities may

result in the completion of our initial business combination that may not otherwise have been possible.

In addition, if such purchases

are made, the public “float”

of our shares of Class A common stock or warrants may be reduced and the number of beneficial

holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading

of our securities on a national securities exchange.

sponsor, officers, directors and/or their affiliates anticipate that they may identify the stockholders with whom our sponsor,

officers, directors or their affiliates may pursue privately negotiated purchases by either the stockholders contacting us directly

or by our receipt of redemption requests submitted by stockholders following our mailing of proxy materials in connection with

our initial business combination.

To the extent that our sponsor, officers, directors, advisors or their affiliates enter into

a private purchase, they would identify and contact only potential selling stockholders who have expressed their election to redeem

their shares for a pro rata share of the trust account or vote against our initial business combination, whether or not such stockholder

has already submitted a proxy with respect to our initial business combination.

Our sponsor, officers, directors, advisors or

their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal

securities laws.

purchases by our sponsor, officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the

Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe

harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act.

Rule 10b-18 has certain technical

requirements that must be complied with in order for the safe harbor to be available to the purchaser.

Our sponsor, officers,

directors and/or their affiliates will not make purchases of common stock if the purchases would violate Section 9(a)(2) or Rule

10b-5 of the Exchange Act.

Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the

extent such purchases are subject to such reporting requirements.

“AvePoint Business Combination”

above for more information regarding such purchases in the AvePoint Business Combination.

Rights for Public Stockholders upon Completion of our Initial Business Combination

We will provide our

public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion

of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the

trust account as of two business days prior to the consummation of the initial business combination, such as the AvePoint Business

Combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes,

divided by the number of then outstanding public shares, subject to the limitations described herein.

The amount in the trust account

as of December 31, 2020 is approximately $10.05 per public share.

The per-share amount we will distribute to investors who properly

redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.

officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption

rights with respect to any founder shares and (along with Cantor) placement shares and any public shares held by them in connection

with the completion of our initial business combination.

of Conducting Redemptions

will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock

upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve

the initial business combination, as in the AvePoint Business Combination, or (ii) by means of a tender offer if the AvePoint

Business Combination is not consummated.

The decision as to whether we will seek stockholder approval of a proposed initial business

combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors

such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under

the law or stock exchange listing requirement.

Under Nasdaq rules, asset acquisitions and stock purchases would not typically

require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue

more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would require

stockholder approval.

If we structure an initial business combination with a target company in a manner that requires stockholder

approval, we will not have discretion as to whether to seek a stockholder vote to approve the proposed initial business combination.

We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval

is required by law or stock exchange listing requirements or we choose to seek stockholder approval for business or other legal

So long as we obtain and maintain a listing for our securities on Nasdaq, we are required to comply with such rules.

a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will,

pursuant to our amended and restated certificate of incorporation:

conduct the redemptions

pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and

file tender offer

documents with the SEC prior to completing our initial business combination which contain substantially the same financial

and other information about the initial business combination and the redemption rights as is required under Regulation 14A

of the Exchange Act, which regulates the solicitation of proxies.

the public announcement of our initial business combination, we or our sponsor will terminate any plan established in accordance

with Rule 10b5-1 to purchase shares of our Class A common stock in the open market if we elect to redeem our public shares through

a tender offer, to comply with Rule 14e-5 under the Exchange Act.

the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business

days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination

until the expiration of the tender offer period.

In addition, the tender offer will be conditioned on public stockholders not

tendering more than a specified number of public shares which are not purchased by our sponsor, which number will be based on

the requirement that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be

at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of

underwriters’

fees and commissions (so that we are not subject to the SEC’s “penny stock”

rules) or any

greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination.

If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete

the initial business combination.

however, stockholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain

stockholder approval for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation:

conduct the redemptions

in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation

of proxies, and not pursuant to the tender offer rules, and

file proxy materials

with the SEC.

the event that we seek stockholder approval of our initial business combination, we will distribute proxy materials and, in connection

therewith, provide our public stockholders with the redemption rights described above upon completion of the initial business

we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of

common stock voted are voted in favor of the initial business combination.

A quorum for such meeting will consist of the holders

present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power

of all outstanding shares of capital stock of the company entitled to vote at such meeting.

Our initial stockholders will count

toward this quorum and pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote their founder

shares and placement shares and any public shares purchased (including in open market and privately negotiated transactions) in

favor of our initial business combination.

For purposes of seeking approval of the majority of our outstanding shares of common

stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained.

result, in addition to our initial stockholders’

founder shares and placement shares, we would need only 12,720,001, or

36.3%, of the 35,000,000 public shares sold in our initial public offering to be voted in favor of an initial business combination

(assuming all outstanding shares are voted) in order to have our initial business combination approved.

We intend to give approximately

30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which

a vote shall be taken to approve our initial business combination.

These quorum and voting thresholds, and the voting agreements

of our initial stockholders, may make it more likely that we will consummate our initial business combination.

Each public stockholder

may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction.

amended and restated certificate of incorporation provides that we will only redeem our public shares so long as (after such redemption)

our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination

and after payment of underwriters’

fees and commissions (so that we are not subject to the SEC’s “penny stock”

rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business

For example, the proposed initial business combination may require:

(i) cash consideration to be paid to the target

or its equityholders, as is the case with the AvePoint Business Combination (ii) cash to be transferred to the target for working

capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the

terms of the proposed initial business combination.

In the event the aggregate cash consideration we would be required to pay

for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions

pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will

not complete the initial business combination or redeem any shares, and all shares of Class A common stock submitted for redemption

will be returned to the holders thereof.

“AvePoint Business Combination”

above for more information regarding the requisite approvals needed in the AvePoint

Business Combination.

on Redemption upon Completion of our Initial Business Combination if we Seek Stockholder Approval

Notwithstanding

the foregoing, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection

with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation

provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder

is acting in concert or as a “group”

(as defined under Section 13 of the Exchange Act), will be restricted from seeking

redemption rights with respect to more than an aggregate of 15% of the shares sold in our initial public offering, which we refer

to as the “Excess Shares.”

Such restriction shall also be applicable to our affiliates.

We believe this restriction

will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability

to exercise their redemption rights against a proposed initial business combination as a means to force us or our management to

purchase their shares at a significant premium to the then-current market price or on other undesirable terms.

Absent this provision,

a public stockholder holding an aggregate of 15% of the shares sold in our initial public offering could threaten to exercise

its redemption rights if such holder’s shares are not purchased by us or our management at a premium to the then-current

market price or on other undesirable terms.

By limiting our stockholders’

ability to redeem no more than 15% of the shares

sold in our initial public offering without our prior consent, we believe we will limit the ability of a small group of stockholders

to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with an

initial business combination with a target that requires as a closing condition that we have a minimum net worth or a certain

amount of cash.

However, we would not be restricting our stockholders’

ability to vote all of their shares (including Excess

Shares) for or against our initial business combination.

“AvePoint Business Combination”

above for more information regarding the requisite approvals needed in the AvePoint

Business Combination.

Stock Certificates in Connection with Redemption Rights

may require our public stockholders seeking to exercise their redemption rights (which requirement is applicable in the Business

Combination Agreement), whether they are record holders or hold their shares in “street name,”

to either tender their

certificates to our transfer agent up to two business days prior to the vote on the proposal to approve the initial business combination,

or to deliver their shares to the transfer agent electronically using the Depository Trust Company’s Deposit/Withdrawal

At Custodian (“DWAC”) System, at the holder’s option.

The proxy materials that we will furnish to holders of

our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders

to satisfy such delivery requirements.

Accordingly, a public stockholder would have up to two days prior to the vote on the initial

business combination to tender its shares if it wishes to seek to exercise its redemption rights.

Given the relatively short exercise

period, it is advisable for stockholders to use electronic delivery of their public shares.

is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering

them through the DWAC System.

The transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker

whether or not to pass this cost on to the redeeming holder.

However, this fee would be incurred regardless of whether or not

we require holders seeking to exercise redemption rights to tender their shares.

The need to deliver shares is a requirement of

exercising redemption rights regardless of the timing of when such delivery must be effectuated.

request to redeem such shares, once made, may be withdrawn at any time up to the date of the stockholder meeting.

if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides

prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return

the certificate (physically or electronically).

It is anticipated that the funds to be distributed to holders of our public shares

electing to redeem their shares will be distributed promptly after the completion of our initial business combination.

our initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise

their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account.

such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.

our proposed initial business combination is not completed, we may continue to try to complete an initial business combination

with a different target until September 19, 2021.

of Public Shares and Liquidation if no Initial Business Combination

amended and restated certificate of incorporation provides that we have until September 19, 2021 to complete our initial business

If we are unable to complete our initial business combination by September 19, 2021, we will:

(i) cease all operations

except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter,

redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account

including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to

$100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will

completely extinguish public stockholders’

rights as stockholders (including the right to receive further liquidating distributions,

if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval

of our remaining stockholders and our board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii)

above to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail

to complete our initial business combination by September 19, 2021.

sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights

to liquidating distributions from the trust account with respect to any founder shares and) along with Cantor) placement shares

held by them if we fail to complete our initial business combination by September 19, 2021.

However, if our sponsor, officers

or directors acquire public shares, they will be entitled to liquidating distributions from the trust account with respect to

such public shares if we fail to complete our initial business combination by September 19, 2021.

sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment

to our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption

in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business

combination by September 19, 2021 or (ii) with respect to any other provision relating to stockholders’

rights or pre-initial

business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of Class

A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on

deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us

to pay our taxes divided by the number of then outstanding public shares.

However, we will only redeem our public shares so long

as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation

of our initial business combination and after payment of underwriters’

fees and commissions (so that we are not subject

to the SEC’s “penny stock”

If this optional redemption right is exercised with respect to an excessive

number of public shares such that we cannot satisfy the net tangible asset requirement (described above), we would not proceed

with the amendment or the related redemption of our public shares at such time.

we do not consummate the AvePoint Business Combination or any other initial business combination by the deadline set forth in

our amended and restated certificate of incorporation, we expect that all costs and expenses associated with implementing our

plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $197,628

of proceeds held outside the trust account (as of December 31, 2020), although we cannot assure you that there will be sufficient

funds for such purpose.

We will depend on sufficient interest being earned on the proceeds held in the trust account to pay any

tax obligations we may owe.

However, if those funds are not sufficient to cover the costs and expenses associated with implementing

our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay taxes on interest

income earned on the trust account balance, we may request the trustee to release to us an additional amount of up to $100,000

of such accrued interest to pay those costs and expenses.

we were to expend all of the net proceeds of our initial public offering and the sale of the placement units, other than the proceeds

deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption

amount received by stockholders upon our dissolution would be approximately $10.00.

The proceeds deposited in the trust account

could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public stockholders.

We cannot assure you that the actual per-share redemption amount received by stockholders will not be substantially less than

Under Section 281(b) of the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or

make provision for payments to be made in full, as applicable, if there are sufficient assets.

These claims must be paid or provided

for before we make any distribution of our remaining assets to our stockholders.

While we intend to pay such amounts, if any,

we cannot assure you that we will have funds sufficient to pay or provide for all creditors’

we have sought and will continue to seek to have all vendors, service providers (other than our independent auditor), prospective

target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or

claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee

that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims

against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar

claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect

to a claim against our assets, including the funds held in the trust account.

If any third party refuses to execute an agreement

waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available

to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such

third party’s engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances

where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular

expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to

execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver.

Withum, our independent

registered public accounting firm, and Cantor, the underwriters of the offering, will not execute agreements with us waiving such

claims to the monies held in the trust account.

addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of,

or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for

Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services

rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent,

confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below

the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date

of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less

taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed

a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it

apply to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including

liabilities under the Securities Act.

However, we have not asked our sponsor to reserve for such indemnification obligations,

nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that

our sponsor’s only assets are securities of our company.

Therefore, we cannot assure you that our sponsor would be able

to satisfy those obligations.

None of our officers or directors will indemnify us for claims by third parties including, without

limitation, claims by vendors and prospective target businesses.

the event that the proceeds in the trust account are reduced below (i) $10.00 per public share or (ii) such lesser amount per

public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the

trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that it

is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim,

our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations.

While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce

its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may

choose not to do so if, for example, the cost of such legal action is deemed by the independent directors to be too high relative

to the amount recoverable or if the independent directors determine that a favorable outcome is not likely.

We have not asked

our sponsor to reserve for such indemnification obligations and we cannot assure you that our sponsor would be able to satisfy

those obligations.

Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption

price will not be less than $10.00 per public share.

seek to reduce the possibility that our Sponsor has to indemnify the trust account due to claims of creditors by endeavoring to

have all vendors, service providers (other than our independent auditor), prospective target businesses or other entities with

which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in

the trust account.

Our Sponsor will also not be liable as to any claims under our indemnity of the underwriters of our initial

public offering against certain liabilities, including liabilities under the Securities Act.

We have access to up to approximately

$197,628 of the proceeds held outside the trust account (as of December 31, 2020) with which to pay any such potential claims

(including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately

In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient,

stockholders who received funds from our trust account could be liable for claims made by creditors.

the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received

by them in a dissolution.

The pro rata portion of our trust account distributed to our public stockholders upon the redemption

of our public shares in the event we do not complete our initial business combination by September 19, 2021 may be considered

a liquidating distribution under Delaware law.

Delaware law provides that if a corporation complies with certain procedures set

forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a

60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which

the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are

made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such

stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder

would be barred after the third anniversary of the dissolution.

if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in

the event we do not complete our initial business combination by September 19, 2021, is not considered a liquidating distribution

under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings

that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the

statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of

three years, as in the case of a liquidating distribution.

If we are unable to complete our initial business combination by September

19, 2021, we will:

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but

not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate

amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously

released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding

public shares, which redemption will completely extinguish public stockholders’

rights as stockholders (including the right

to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible

following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate,

subject in the case of clauses (ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors and

the requirements of other applicable law.

Accordingly, it is our intention to redeem our public shares as soon as reasonably possible

following September 19, 2021 and, therefore, we do not intend to comply with those procedures.

As such, our stockholders could

potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders

may extend well beyond the third anniversary of such date.

we are complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such

time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us

within the subsequent 10 years.

However, because we are a blank check company, rather than an operating company, and our operations

are limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors

(such as lawyers, investment bankers, and auditors) or prospective target businesses.

As described above, pursuant to the obligation

contained in our underwriting agreement, we have sought and will continue to seek to have all vendors, service providers (other

than our independent auditor), prospective target businesses or other entities with which we do business execute agreements with

us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account.

As a result of this

obligation, the claims that could be made against us are significantly limited and the likelihood that any claim that would result

in any liability extending to the trust account is remote.

Further, our sponsor may be liable only to the extent necessary to

ensure that the amounts in the trust account are not reduced below (i) $10.00 per public share or (ii) such lesser amount per

public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the

trust assets, in each case net of the amount of interest withdrawn to pay taxes and will not be liable as to any claims under

our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the

Securities Act.

In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not

be responsible to the extent of any liability for such third-party claims.

we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held

in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to

the claims of third parties with priority over the claims of our stockholders.

To the extent any bankruptcy claims deplete the

trust account, we cannot assure you we will be able to return $10.00 per share to our public stockholders.

Additionally, if we

file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions

received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential

transfer”

or a “fraudulent conveyance.”

As a result, a bankruptcy court could seek to recover some or all amounts

received by our stockholders.

Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors

and/or may have acted in bad faith, thereby exposing itself and our company to claims of punitive damages, by paying public stockholders

from the trust account prior to addressing the claims of creditors.

We cannot assure you that claims will not be brought against

us for these reasons.

public stockholders will be entitled to receive funds from the trust account only upon the earlier to occur of:

(i) the completion

of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a stockholder

vote to amend any provisions of our amended and restated certificate of incorporation (A) to modify the substance or timing of

our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares

if we do not complete our initial business combination by September 19, 2021 or (B) with respect to any other provision relating

to stockholders’

rights or pre-initial business combination activity, and (iii) the redemption of all of our public

shares if we are unable to complete our business combination by September 19, 2021, subject to applicable law.

In no other circumstances

will a stockholder have any right or interest of any kind to or in the trust account.

In the event we seek stockholder approval

in connection with our initial business combination, a stockholder’s voting in connection with the initial business combination

alone will not result in a stockholder’s redeeming its shares to us for an applicable pro rata share of the trust account.

Such stockholder must have also exercised its redemption rights as described above.

These provisions of our amended and restated

certificate of incorporation, like all provisions of our amended and restated certificate of incorporation, may be amended with

a stockholder vote.

identifying, evaluating and selecting a target business for our initial business combination, such as AvePoint, we have encountered,

and may continue to encounter intense competition from other entities having a business objective similar to ours, including other

blank check companies, private equity groups and leveraged buyout funds, and operating businesses seeking strategic business combinations.

Many of these entities are well established and have extensive experience identifying and effecting business combinations directly

or through affiliates.

Moreover, many of these competitors possess greater financial, technical, human and other resources than

Our ability to acquire larger target businesses is limited by our available financial resources.

This inherent limitation

gives others an advantage in pursuing the initial business combination of a target business.

Furthermore, our obligation to pay

cash in connection with our public stockholders who exercise their redemption rights may reduce the resources available to us

for our initial business combination and our outstanding warrants, and the future dilution they potentially represent, may not

be viewed favorably by certain target businesses.

Either of these factors may place us at a competitive disadvantage in successfully

negotiating an initial business combination.

executive offices are located at 533 Airport Blvd, Suite 400, Burlingame, CA 94010, and our telephone number is (619) 736-6855.

Our executive offices are provided to us by our sponsor.

We pay an affiliate of our sponsor a total of $15,000 per month for office

space, utilities and secretarial and administrative support.

We consider our current office space adequate for our current operations.

currently have two officers.

These individuals are not obligated to devote any specific number of hours to our matters but they

devote as much of their time as they deem necessary and intend to continue doing so, in the exercise of their respective business

judgement, to our affairs until we have completed our initial business combination.

The amount of time they devote in any time

period will vary based on whether a target business has been selected for our initial business combination and the stage of the

initial business combination process we are in.

We do not intend to have any full time employees prior to the completion of our

initial business combination, including the AvePoint Business Combination.

We do not have an employment agreement with any member

of our management team.

Reporting and Financial Information

units, public shares and public warrants are registered under the Exchange Act and have reporting obligations, including the requirement

that we file annual, quarterly and current reports with the SEC.

In accordance with the requirements of the Exchange Act, this

Report contains financial statements audited and reported on by our independent registered public accountants.

will provide stockholders with audited financial statements of the prospective target business, such as AvePoint, as part of the

tender offer materials or proxy solicitation materials sent to stockholders to assist them in assessing the target business.

all likelihood, these financial statements will need to be prepared in accordance with, or reconciled to, GAAP or IFRS, depending

on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of

These financial statement requirements may limit the pool of potential targets we may conduct an initial business combination

with because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with

federal proxy rules and complete our initial business combination within the prescribed time frame.

We cannot assure you that

any particular target business identified by us as a potential business combination candidate will have financial statements prepared

in accordance with GAAP or that the potential target business will be able to prepare its financial statements in accordance with

the requirements outlined above.

To the extent that these requirements cannot be met, we may not be able to acquire the proposed

target business.

While this may limit the pool of potential business combination candidates, we do not believe that this limitation

will be material.

are required to evaluate our internal control procedures for the fiscal year ending December 31, 2020 as required by the Sarbanes-Oxley

Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer an emerging growth

company, will we be required to have our internal control procedures audited.

A target company may not be in compliance with the

provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls.

The development of the internal controls of

any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such

business combination.

will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following September 19, 2024,

(b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated

filer, which means the market value of our shares of Class A common stock that are held by non-affiliates exceeds $700 million

as of the prior June 30 th , and (2) the date on which we have issued more than $1.0 billion in non-convertible

debt during the prior three-year period.

Our Mission Statement

Our mission at AvePoint, Inc.

AvePoint ,”

our ”) is to help organizations collaborate with confidence across the cloud.

Our goal is to be the catalyst of business transformation by empowering organizations with relevant technologies that are efficient, secure, and well governed.

We help transform data and collaboration so users can be more productive with the latest cloud services (like Microsoft 365 (" M365 ")), and drive efficiency in delivery and management of those services for service providers.

We do this through our Confidence Platform, a software-as-a-service (“

SaaS ”) platform that assists organizations who use M365 and more than a half dozen cloud collaboration platforms.

The Confidence Platform (built on “

AvePoint Online Services ”

or " AOS ") supports the collaboration of 8 million users across 7 continents with a scalable, secure, and intelligent architecture.

This scalable architecture manages more than 125 PB of content, spread across 14 global data centers, with a 99.9% uptime.

Our privacy and security policies are backed by industry certifications including ISO, SOC2 Type II, and FedRAMP moderate authorization.

The intelligence engine driving the Confidence Platform ensures continuing value for customers by using AI to maximize relevant data, providing insights, automating operations, and enabling our Control, Fidelity, and Resilience software suites.

Products in our Control Suite enable IT to deliver collaboration services at scale, with automation and repeatable business templates.

Business users are empowered with control over licenses, workspaces, and data owned by their departments.

Our Fidelity Suite preserves data integrity as organizations undergo digital transformation projects to streamline the way they work from one collaboration system to the next.

The Resilience Suite helps organizations comply with data governance regulations, preserve business records for compliance, and ensure business continuity.

Building on this Confidence Platform, we will be pursuing additional industry and role-based applications in fiscal year 2022 and beyond, including an application that support secure collaboration for companies undergoing mergers and acquisition activities.

We will enable our Control, Fidelity, and Resilience Suites to target highly sensitive data-room projects, enabling companies to work with third parties throughout the transitions in their business.

The framework established by the Confidence Platform will empower project owners with additional self-service controls, insights, and automation, while preserving compliance records.

With our solutions, organizations have the tools to enable rapid and sustainable adoption of critical applications like Microsoft Teams, which have recently been experiencing record growth in organizations large and small.

Systems like M365 can now pass security audits and give teams the control they need to have confidence in their cloud investment.

Security teams no longer block progress and pursuit of “work from anywhere”

With our solutions, they can have confidence in their ability to monitor, manage and govern the rapid adoption of new cloud services.

Finally, organizations can use solutions to save time and money, and can decommission home-grown or point solutions that fail to provide key insights and flexible automation that drive business outcomes.

The flexibility, automation, and insights of our solutions enable IT to meet business needs and deliver value.

We value quick, informed decision-making to meet and exceed customer expectations.

We subscribe to a growth mindset, which contributes to our entrepreneurial and learning spirit.

Drive and energy are contagious here;

we are not just going through the motions.

We do things that are impactful and as a result, amplify our customers’ success.

We are invested in the success of our colleagues, partners, customers, and community.

We do this by promoting global collaboration and taking pride in helping, sharing, mentoring, and coaching each other.

An Overview of Our Business

We are a Microsoft Gold Certified Partner in Collaboration and Content, Application Development, Cloud Platform, Cloud Productivity, Messaging, and Data Centers.

We are a top Independent Software Vendor (“

ISV ”) partner, ranking in the top 5 in Microsoft, Inc.’s (“

Microsoft ”) IP-Co-Sell program out of 3,000 participating partners.

Our main product platform is delivered as AOS.

Our primary solution is a SaaS platform that helps organizations invested in cloud-hosted collaboration systems by providing robust data management across our Control Suite, Fidelity Suite, and Resilience Suite of software products.

While our revenue and product lines, following the overall cloud market, are heavily centered on our continuing partnership with Microsoft today (as further discussed under the heading “

Our Continuing Partnership with Microsoft ”

(Part I, Item 1 of this Annual Report)), the software solutions we provide are built on proven best practices for management, governance, and compliance housed within our Confidence Platform and our Suites of underlying software.

Our SaaS platform focuses on data protection, governance, and compliance management extensions for M365, Dynamics 365, Salesforce, and Google Workspace.

Our software solutions for M365 services work with many workloads in M365, including Microsoft Teams, SharePoint Online, Exchange Online, OneDrive for Business, Project Online, Planner, Yammer and Public Folders.

Altogether, we offer more than 30 product SKUs.

We have already made investments to capture multi-cloud opportunities across Salesforce clouds.

We believe that our cloud agnostic approach, combined with projected overall growth in cloud usage, will lead to significant expansion of our market opportunities.

As of December 31, 2021, our SaaS platform supported more than 8 million cloud users.

We believe it is our job to deliver value for not just service administrators and owners, but also for service champions, end users, and those charged with ensuring a return on significant investments in the cloud.

Our software solutions within the Confidence Platform are most commonly deployed to provide:

Through our Fidelity Suite, migration from legacy on-premises (customer-managed) solutions to cloud services provided by M365 and other cloud service providers;

Through our Resilience Suite, data protection of critical cloud-based business assets to recover from data loss events (such as ransomware);

Through our Control Suite, policy guidance, monitoring, and enforcement for protecting regulated users and content as the organization moves from self-hosted systems to public cloud services;

Throughout the Confidence Platform, information governance support for records managers, security teams, and IT managers overseeing the adoption of the cloud collaboration platforms.

Digital transformation is not merely a nice-to-have as businesses look to modernize their IT infrastructure;

it is a strategic and tactical imperative in the new normal of COVID-19 and remote, anytime/anywhere, work connectivity.

Additionally, the COVID-19 pandemic has dramatically accelerated the need for organizations to shift operations to the cloud.

We are uniquely positioned to provide, and indeed have been providing throughout 2021, both guidance and proprietary technology to migrate customers to the cloud, efficiently and securely.

Collaboration enables organizations to pursue and achieve their business needs.

Our work, the product of collaboration, is considered valuable to the organization, and therefore must be protected and well managed.

That job often falls to IT teams who are constantly asked to do more with less resources.

Businesses push to support employees with modern tools for collaboration such as hosted sites, cloud file sharing, persistent chat, and multiple lines of business apps.

The urgency of digital transformation has accelerated as a result of the continued impacts of a newly developed “work-from-anywhere”

mentality across our national and international business cultures, initially in response to the demands exacerbated by the COVID-19 pandemic in 2020 (and continuing throughout 2021) and now as work-from-anywhere has become more of the norm.

We have demonstrated the ability to support our customers in making this shift, particularly in supporting the growing needs of our customers to:

Facilitate complex migrations from legacy tools and collaboration platforms, particularly for our customer organizations that have empowered business users to purchase their own cloud file systems.

Standardize how the business works together in moving unique business processes and files to a new platform like M365.

Respond to new security laws like the General Data Protection Regulation (“

GDPR ”), which went into effect in the European Union in 2018, and the California Consumer Protection Act (the “

CCPA ”), and the Virginia Consumer Data Protection Act (the “

VCDPA ”), which went into effect on March 2, 2021, and simplify IT teams’ ability to maintain oversight on a diversifying line of products they support.

Increase compliance knowledge, protocols, processes, and procedures to help mitigate the risks of non-compliance (which can become increasingly expensive with new fines and damages to company reputation and goodwill).

Support IT teams in their quest to optimize internal controls with automation and third-party vendors to help support their efforts.

2021 Consummation of the Business Combination

On July 1, 2021, we consummated the Business Combination (as defined below) by and among the members of the Apex Group and Legacy AvePoint (each as defined below) and, on July 2, 2021, shares of our Common Stock were officially listed under the ticker “AVPT”

on the Nasdaq Global Select Market.

A brief summary of the steps leading to the consummation of the Business Combination follows, beginning with the formation of Apex in April of 2019, continuing through the Apex IPO in September of 2019, the entry into the Business Combination Agreement with Legacy AvePoint in November of 2020 and the subsequent consummation of the Business Combination and related transactions related thereto follows.

Apex Technology Acquisition Corporation IPO

On April 5, 2019, Apex Technology Acquisition Corporation (“

Apex ”) was formed as a blank check special purpose acquisition company (a “

SPAC ”) incorporated in Delaware. Apex was created 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. 

On September 19, 2019, Apex consummated its initial public offering (“

Apex IPO ”) of 35,000,000 units (“

Units ”

and, with respect to the Class A common stock included in the Units offered, the “

Public Shares ”), which included the partial exercise by Cantor (as defined below) of its option to purchase an additional 4,500,000 Units.

In addition to one Public Share, each Unit also consisted of one-half of one public warrant (a “

Public Warrant ”), which, upon detachment, would equate to 17,500,000 Public Warrants.

Each whole Public Warrant entitled the holder to purchase one share of Apex’s Class A common stock at a price of $11.50 per share, subject to adjustment.

The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $350,000,000.

Apex had granted Cantor Fitzgerald & Co.

Cantor ”), the representative of the several underwriters in the Apex IPO, a 45-day option to purchase up to 4,575,000 additional Units to cover over-allotments.

On September 19, 2019, Cantor partially exercised the option and purchased an additional 4,500,000 Units at $10.00 per Unit and forfeited the option to exercise the remaining 75,000 Units.

Simultaneously with the closing of the Apex IPO, Apex consummated the sale of 810,000 placement units (the “

Placement Units ”

and, with respect to the Class A common stock included in the Placement Units offered, the “

Placement Shares ”)) at a price of $10.00 per Placement Unit in a private placement to Apex Technology Sponsor LLC, a Delaware limited liability company (the “

Sponsor ”) and Cantor, generating gross proceeds of $8,100,000.

The Sponsor purchased 657,500 Placement Units and Cantor purchased 152,500 Placement Units.

Each Placement Unit consisted of one Placement Share and one-half of one placement warrant (each such warrant, a “

Private Warrant ”

and collectively with the Public Warrants, the “

Warrants ”).

Each whole Private Warrant is exercisable to purchase one Public Share at a price of $11.50 per share.

The proceeds from the Placement Units were added to the proceeds from the Apex IPO held in the trust account to be used for consideration payable in connection with the Business Combination and payment of fees, costs, and expenses associated therewith.

Apex and Legacy AvePoint Business Combination

AvePoint, Inc. (“

Legacy AvePoint ”) was incorporated as a New Jersey corporation on July 24, 2001, was redomiciled as a Delaware corporation in 2006, and changed its name to “AvePoint Operations, Inc.”

in June 2021. On November 23, 2020, Apex, along with Athena Technology Merger Sub, Inc., a Delaware corporation (“

Merger Sub 1 ”), and Athena Technology Merger Sub 2, LLC, a Delaware limited liability company (“

Merger Sub 2 ,”

and collectively with Merger Sub 1 and Apex referred to herein as the “

Apex Group ”), and Legacy AvePoint entered into a Business Combination Agreement dated as of November 23, 2020 (as amended on December 30, 2020, March 8, 2021, and May 18, 2021, the “

Business Combination Agreement ”).

Simultaneously with the execution of the Business Combination Agreement on November 23, 2020, Apex entered into separate subscription agreements (collectively, the “

Subscription Agreements ”) with a number of qualified institutional buyers and accredited investors (collectively, the “

PIPE Investors ”), pursuant to which the PIPE Investors agreed to purchase an aggregate of 14,000,000 Public Shares (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 ”).

See the section titled “

Market for Registrant ’

s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities - Unregistered Sales of Equity Securities ”

(Part I, Item 5 of this Annual Report) for further details on the Private Placements.

On July 1, 2021 (the “

Closing Date ”), the parties to the Business Combination Agreement consummated the transactions contemplated thereby (the " Business Combination ") and the PIPE Investors consummated their respective purchases of PIPE Shares as contemplated by the Subscription Agreements, with Apex being renamed “AvePoint, Inc.”

AvePoint ,”

our ”). Subsequent to the consummation of the Business Combination, on July 26, 2021, Legacy AvePoint’s successor by merger (“

AvePoint US LLC ”) merged with and into AvePoint, Inc.

with AvePoint, Inc.

Subsequent to the consummation of the Business Combination, the Public Shares were detached from the Public Units and the Placement Shares were detached from the Private Units, and the Public Shares (now renamed “Common Stock”

of AvePoint, Inc.

and listed on the Nasdaq as “AVPT”), the Placement Shares, the Public Warrants (now listed on the Nasdaq as “AVPTW”), the Private Warrants, the PIPE Shares, and other Common Stock held by certain selling securityholders were registered for sale or resale, as applicable, pursuant to a Registration Statement on Form S-1 which was declared effective on August 9, 2021.

See the section titled “

Market for Registrant ’

s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities ”

(Part I, Item 5 of this Annual Report) for further details on this portion of the Business Combination transactions.

2021 Highlights

Global Partner Program

In July of 2021, we launched a new global program designed to meet the unique needs of different types of partners, including our managed service partners (“

MSPs ”), value added resellers (“

VARs ”), cloud consultants, and DevOps partners.

The program equips our partners with the technology and resources required to create sizable revenue opportunities in the collaboration security market.

The program features a two-tiered system of authorized and invested partners, with the higher level providing additional support, resources, and discounts for top partners who build their businesses around our technology.

It also includes a partner advisory council to help shape future program developments and a community champions program to help spotlight important partner voices in our thought leadership materials.

AvePoint EduTech

In the fourth quarter of 2021, we were awarded a 37 million Singapore Dollar contract from Temasek Polytechnic to deploy an integrated SaaS training management platform for career professionals.

The platform will be made available via our subsidiary, AvePoint EduTech Pte.

to six institutions of higher learning in Singapore as part of the government’s drive to build relevant future skills through continuing education and training.

The platform is in development now, with a goal to be fully deployed by 2023.

Within EduTech's SaaS training management platform, learners, educators, and administrators alike will have a comprehensive digital learning experience that includes a streamlined admissions and enrollment process, personalized course scheduling features, and secure assessment delivery.

In addition, the platform will organize learner profiles to equip them with their graduation status, certifications, and recommend new course offerings as they embrace continuous professional learning in their careers.

The Forrester New Wave ™

SaaS Application Data Protection, Q4 2021 Report

We were recognized as a Leader with the highest current offering score in the Forrester New Wave™:

SaaS Application Data Protection, Q4 2021 report.  In Forrester’s evaluation of the emerging market for SaaS application data protection, we and our AvePoint Cloud Backup solution are identified as one of the most significant providers in the category.

We were evaluated against nine other vendors and were scored against 10 criteria for SaaS application data protection.

We were the only vendor to earn a “differentiated” rating in all three criteria of Google Workspace, Salesforce, and M365 — the highest possible score.

AvePoint also received a differentiated rating in the security and privacy;

storage options;

planned enhancements;

and innovation roadmap criteria.

FedRAMP Authority to Operate

Our software solutions are backed by industry certifications including ISO, SOC2 Type II, and, on March 31, 2021, our AOS for U.S.

government cloud platform received authority to operate (“

ATO ”) under the Federal Risk and Authorization Management Program (“

FedRAMP ”).

As a result, in addition to the business we do across the public sector globally, our Cloud Services are a FedRAMP (Moderate) Authorized SaaS solution for use across all U.S.

government agencies.

Our ATO was sponsored by the U.S.

Department of Energy.

FedRAMP is a government-wide program that promotes the adoption of secure cloud services by providing a standardized approach to security assessment, authorization, and continuous monitoring for cloud products and services.

As a FedRAMP (Moderate) Authorized SaaS solution provider, we provide Federal agencies the ability to use our cloud deployments and services models at low, moderate, and high risk impact levels.

FedRAMP ATO validates the security and operational processes for many aspects of our application and SaaS service delivery including software development and lifecycle processes, vulnerability assessments and remediation, access controls and role separation, auditing, logging and reporting. 

Channels Highlights

We have continued to expand the distribution and sale channels (“

Channels, ”

and each, a " Channel ") for our products through third parties.

Channels utilize MSPs to sell our products to end users through online marketplaces and our distribution partner network.

This Channels activity differs from our traditional business, in that contracts are monthly, and the typical end customer spends less than $100 a month on the product due to small license counts required.

Our ability to grow our Channel business is predicated upon our ability to attract and retain a number of MSPs.

We continually evaluate prospective and existing partners’

abilities to attract new customers to our platform.

In 2021, we added new partners and expanded existing partner relationships to enhance the utility of our platform, while creating new opportunities to expand our revenue share provided by our Channel business.

Our Strategies

Business Strategies

Our strategy is focused on the cloud:

we support cloud and hybrid cloud customers and partners as they transition to and mature their cloud deployments.

We have expanded beyond our original SharePoint infrastructure management business into a global infrastructure, data, and SaaS management software company.

We have made significant investments into cloud storage and cloud-based computing products to support our growing SaaS business since 2013 (the year we released our first SaaS product, DocAve Online) and since that time have added Governance Automation, Compliance Guardian, and Records platforms to extend availability of our solutions to other key stakeholders involved in securing organizational collaboration.

More recently, we have developed the Confidence Platform series of solutions in support of our SaaS strategy that assists organizations who use M365 and more than a half dozen other cloud and multi-cloud collaboration platforms.

We expect to continue to invest in sales and marketing teams to expand our market reach and accelerate customer acquisition.

Our Customer Success Team (“

CS Team

”) aims to reduce churn and delight customers.

Our product and development teams will continue to work to gain expertise on core platforms, like M365, SharePoint, and Salesforce, to ensure support for the latest features and releases in near-real-time.

In addition, we expect that our continued investment in research and development will broaden our expertise on key cloud platforms, to deliver depth and breadth for our customers.

Growth Strategies

In 2021, the size of the M365 market was approximately 300 million licensed users.

We believe that this number could grow to 500 million, if Microsoft continues its approximately 20% growth rate that it has reported in recent disclosures and earnings calls.

We believe this presents a massive addressable market to pursue, leading with our SaaS data management solutions for M365.

Specifically, we are relying on the following growth drivers to help increase market share

Continue Aggressive Product Development .

 We continue to seek to introduce adjacent products to extend our current cloud data management story, to expand within accounts, and thereby increase each customer’s lifetime value potential.

Focusing on the customer experience will ensure our technology drives value, not just to the business but to individual users.

We also intend to continue to invest in multi-cloud development beyond Microsoft services.

Increase Customer Retention and Lifetime Value with Customer Success .

We have expanded our customer success program to decrease churn, decrease time to value, increase customer satisfaction, and set up successful land and expand opportunities.

As of December 31, 2021 and December 31, 2020 our trailing twelve-month dollar-based net retention rate was approximately 110% and 107%, respectively, and we seek to increase this metric.

To drive results, we will continue to hire additional customer success staff, as well as invest in technology to automate customer engagement, follow-up, and identification of at-risk accounts that should be prioritized for action.

Furthermore, we will invest in technology to provide additional customer telemetry to enhance our understanding of how our customers use our solutions.

Acquire and Expand SMB and MM Market Share through Channel .

We believe that building strategic relationships and Channel cultivation will enable us to penetrate those markets in which we previously lacked presence and those in which we have a presence that can expanded.

We continue to invest heavily in our global distribution network with organizations that are deeply embedded and trusted among MSPs and their small- and medium-sized business (“

SMB ”) customers.

SMB is our fastest revenue and seat acquisition growth segment, scaled up in selling through our distribution network and partners.

Given our position as a SaaS data management provider with enterprise-quality data management capabilities, including security, delegated administration, and global support, we expect significant growth in our Channel business. 

The mid-market (“

MM ”) segment is covered by our inside sales organization, which today is the highest performing organization with short sales cycles, averaging one to three months, predictable deal volumes, high sales quota achievement, and scalable new hire ramp up times.

We plan to continue to expand our MM customer segment by expanding our inside sales organization, aided by our business development tele-sales teams, and scaled up by selling with Channel partners.

Sell Premium Value-Added Services Plus Products in the Large Enterprise Segment .

We plan to offer expert services in the enterprise segment, where we have a strong footprint today, to deepen our large enterprise relationships, grow customer opportunities, ensure successful roll-out, and identify further expansion opportunities within accounts.

This segment comprised approximately 66% and 67% of our overall sales as of December 31, 2021 and December 31, 2020, respectively.

Pursue Insights .

We will continue technology innovation by expanding our current product telemetry capabilities (vital in our current ability to auto-identify active versus inactive customer engagements), adopting new approaches to data gathering, automated decisioning, and delivery of business applications which can create personalized, contextualized, dynamic experiences for individual customers.

These data-driven experiences can inspire deep emotional connections to products and the brand, which in turn can drive loyalty and business growth.

Acquisition Strategies

We expect to make acquisitions and/or enter into joint ventures and strategic alliances as part of our long-term business strategy.

This may include acquiring other complementary products, technologies, and/or businesses that allow us to reduce the time or costs required to develop new technologies, incorporate enhanced functionality into and complement our existing product offerings, augment our engineering workforce, improve our internal business and operating systems, and enhance our technological capabilities.

In 2022, as an initial step in executing on this strategy, we consummated the acquisition of all of the outstanding equity in I-Access Solutions Pte.

Ltd., a Singapore-based software company established as a leading provider of SaaS solutions for corporate learning and development.

Note 18 - Subsequent Events ”

 (Part II, Item 8 of this Annual Report) within the consolidated financial statements of this Annual Report for more information regarding the acquisition.

Material Changes to a Previously Disclosed Business Strategy

Since the filing of our Amended and Restated Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on May 13, 2021 (the “

Apex 10-K ”), we have consummated the Business Combination (as described in this Annual Report) on July 1, 2021.

As a result, because we are no longer a blank check company and there have been material changes to our business, operations, legal structure, and financial condition because of the consummation of the Business Combination, there are corresponding material changes to our business, product, and growth strategies described in this Part I, Item 1 of this Annual Report as compared with those previously disclosed in Part I, Item 1 of the Apex 10-K and any pre-Business Combination disclosures made in quarterly reports, earnings conference calls, and other investor communications regarding business strategy.

SaaS Solutions

Our SaaS and data management features across our Control Suite, Fidelity Suite, and Resilience Suite include Data Protection as a Service, Information Security and Compliance, Migration, Records Management and Archiving, Governance, Reporting, Risk Assessment, and Data Analytics.

We also provide training, installation, configuration, AvePoint Client Services, and Technical Account Management (“

TAM ”)

in support of our SaaS and data management solutions.

We take a cloud-first approach to partner and customer acquisition, as our SaaS platform began to overtake on-premises in terms of platform popularity with the introduction of M365 and advanced collaborative services such as Microsoft Teams.

Our SaaS platform offers backup, insights, records management, governance, compliance, and productivity extensions for M365.

We continue to build integrated business applications into AOS to better support business users and industry-specific challenges in finance, education, and more.

In addition, we have expanded our Confidence Platform series of software solutions beyond the M365 environment into other public cloud spaces, including Salesforce and Google.

In 2021, for example, we announced the launch of our Salesforce Cloud Backup for MSPs across 36 countries and via 58 distributor app marketplaces.

Recent Product Innovation

MyHub for M365 :

Simplifying the M365 experience to drive adoption and productivity.

MyHub offers persona-driven experiences to help drive end user adoption and collaboration across all M365 services, helping organizations get the most from their investment in the service.

The latest MyHub release proved critical in helping align M365 services with the way users and groups work together, especially when they are spread out and work was previously isolated in one service.

AOS for M365, Dynamics 365, Salesforce, and Google Workspace .

AOS offers a single pane of glass for IT teams to configure and manage their AvePoint Cloud services.

Delegated administration enables security trimmed, role-based access to specific functions or cloud collaboration scopes. Sub-group administrators, records managers, or other key business stakeholders only get access to what they need to do their jobs.

Shared services offer insights that can be consumed across AvePoint services.

Policies & Insights (“PI”) for M365:

PI secures collaboration across internal and external users and highlights and proactively prevents oversharing of sensitive content for collaborative workspaces.

It enforces security and access controls to keep workspaces secure.

Released in the midst of the global COVID-19 pandemic, PI’s zero configuration model and rapid value framework helped address immediate concerns our customers were facing in COVID-19, as they transitioned to remote work but were still challenged to keep their corporate IP and collaboration secure.

Over-privileged users and over-exposed sensitive information is revealed in near real-time, helping IT teams focus their resources to deliver the most impact.

Then, our automation helps keep IT teams one step ahead of security issues, as it reverts unauthorized changes or access in real time.

Multi-Cloud Support for Data Protection .

Business continuity of an expanding set of business-critical assets establishes trust in the cloud as customers grow their footprint.

We help ensure organizations can easily meet their data retention requirements, in their sovereignty of choice, with ease.

Delegated access controls are designed to ensure administrators, power users, MSPs, or end users can only access the content they own during recovery.

Migration and Hybrid Integration Platform to Enable Digital Transformation .

Our technology builds in best practices, enabling a three-phased approach for migration, to analyze, migrate and monitor progress throughout a customer’s transformation.

We enable fast migration of cloud or on-premises mail, files, and collaboration data using Microsoft’s High Speed Migration APIs where available.

Alternatively, if an organization’s transformation is happening over an extended period, hybrid integration enables platform co-existence. When it is time to move, organizations can bring what they need and leave what they do not with automated filters and granular scope selection.

We help analyze an organization’s data to help our teams know the difference, and transform the organization’s data, permissions, and more.

On-Premises Products

Our long-standing on-premises product is the DocAve Software Platform, which gives enterprise systems administrators the tools to migrate, manage, and govern SharePoint deployments from individual items to entire data farms.

Our additional on-premises products, Governance Automation and Compliance Guardian, deliver SharePoint-as-a-Service, helping organizations build in governance and controls to common IT requests, and data classification, audit, and protection (“

DCAP ”).

Compliance Guardian is often deployed in hybrid and multi-cloud environments to support DCAP requirements.

Our on-premises platform features include Data Backup, Archiving, Disaster Recovery, Migration, Records Management, Auditing/Reporting, Governance, Risk Assessment, and Data Analytics.

We also provide training, installation, configuration, AvePoint Client Services, TAM, and AvePoint Partner Services in support of our on-premises products.

Our Continuing Partnership with Microsoft

We are a Microsoft Gold Certified Partner in Application Development, Collaboration and Content, Cloud Platform, Cloud Productivity, Messaging, and Data Center.

We are a top Independent Software Vendor (ISV) partner, ranking in the top 5 in Microsoft’s IP-Co-Sell program out of 3,000 participating partners.

The vast majority of our customers choose to integrate their products and services with, or as an enhancement of, third-party solutions such as infrastructure, platforms or applications, in particular from Microsoft.

The functionality and popularity of our products and services depend largely on our ability to integrate our platform with third-party solutions, in particular Microsoft’s Azure, SharePoint, and Office 365.

We typically receive significant advance notice of new product releases from Microsoft.

Our early access to technology adoption programs provides us with a significant advantage.

Several members of our staff have been designated as Microsoft Most Valued Professionals and Regional Directors by Microsoft.

We rely on professional memberships and experience to aid in developing customer solutions, including the consultation of former records managers and members of the International Association of Privacy Professionals on staff.

Our Technology

Our technology is designed to be scalable, resilient, and secure.

We built our software solutions on cloud computing:

a highly dynamic platform that makes sure businesses do not need to worry about how many users can fit on a single hardware application without causing major slowdowns during peak hours.

As we grow and add customers, or as customers grow and add users, our platform leverages the cloud to dynamically add more computing power.

Resources can be freely allocated to and from other compute resources by the software, enabling maximum utilization and helping to prevent service outages.

Our multi-cloud instance computing also reduces the downtime associated with releasing new versions of the software, allowing for real-time updates and continuous integration of new solutions to the cloud service platform.

Furthermore, multi-instance model/architecture provides us the ability to tailor/design our application requirements in various business models, helping to ensure security, streamline the development cycle, and ensure the efficient and high-quality utilization of resources.

We focus on building platform-based SaaS that allows us to quickly expand and add products to a common set of features.

Essential tools for monitoring and managing our software.

as well as the ability to scale migration, backup, and protection services while maintaining a single pane of glass, has been an essential tenet of our platform since our inception.

We offer different flavors of the Cloud Services platform, commercial cloud, sovereign cloud, and FedRAMP cloud.

This provides us with a unique opportunity to adhere to the ever-changing regulatory environment of many industries.

Technology Differentiators

Cloud First, Hybrid Enabled .

 We support customers wherever they are on their cloud journey.

Even if customers are committed to a fully on-premises or hybrid (partly on-premises, partly in cloud) deployment, they have the same robust migration, management, and protection solutions available to our cloud customers through our Confidence Platform and the related Suites of software products.

Depth of Expertise .

 Our team has deep experience in the Microsoft technology stack, allowing us to offer a range of solutions, and the most comprehensive support for the M365 cloud.

Our developers have been working with Microsoft technology since 2001 and were among the first to offer SaaS solutions for M365.

Our SaaS solutions have offered multi-cloud backup since 2014.

Breadth of Technology and Cloud Support .

 We meet customers where they are (whether spread across clouds, or still on-premises or private clouds).

New Technology Adoption .

 Our SaaS solutions, built on latest technologies, optimize deployments.

Our cloud leverages the latest cloud-services from Microsoft Azure to deploy, secure, and scale to meet customer demand, leveraging Virtual Machine Scale Sets, Azure Kubernetes Service, Machine Learning, and other technologies.

Built to Scale .

 The AvePoint Cloud is spread across 12 global data centers, supporting more than nine million cloud users.

Our multi-tenant architecture is designed to allow customers to get the latest technology enhancements as they are available.

Our service can scale to new regions without needing additional local resources.

 We are ISO 27001:2013 certified and our AOS for the U.S.

government cloud platform received an ATO under FedRAMP on March 31, 2021.

Our products support role-based access controls, delegated administration, and have undergone numerous rigorous security certifications intended to give our customers peace of mind.

As a FedRAMP (Moderate) Authorized SaaS solution provider, we provide federal agencies the ability to use our cloud deployments and services models at low, moderate, and high risk impact levels.

Insights Everywhere .

 Our prioritized insights help our customers know where to focus.

We make suggestions based on best practices, including Microsoft recommendations.

Our insights drive efficiency and take the guesswork out of prioritization.

Automation Everywhere .

 We allow customers to “set it and forget it”, or to keep human review in their process.

When we find what is wrong, for example external users that have been added to internal or confidential workspaces, we can fix it automatically by removing the permissions.

Even backups will run automatically with a few simple clicks.

Our Customers and Customer Success

Customer Base

We provide our products through a multifaceted approach that gives customers the flexibility to adopt products that fit the needs of their teams and organizations at any stage of operations maturity or size.

As of December 31, 2021, we had a global customer base with over 24,000 deployments of all sizes in more than 84 countries across a broad variety of industries, including those in the graphic below, and we host more than nine million cloud users.

Our customer base is well diversified to offset concentration of credit risk, with no single customer accounting for more than 10% of revenue or billings, respectively, for the year ended December 31, 2021, and no customer accounting for more than 10% of accounts receivable for the year ended December 31, 2021.

Market Segments

We classify our customers in three segments based on whether they have annual revenue of more or less than $2.5 billion and whether they have user seats of less than 1,000, between 1,000 and 5,000, or more than 5,000.

SMB Segment :

Our SMB segment is defined as companies with fewer than 1,000 user seats with less than $2.5 billion in annual revenue.

We define the MM segment as companies with greater than 1,000 user seats and up to 5,000 user seats, with an annual revenue of $2.5 billion or less.

Enterprise Segment :

Our enterprise segment is defined as companies with greater than 5,000 user seats or greater than $2.5 billion in annual revenue.

Customer Success

We are committed to the success of our customers.

This means delivering performance improvements that enable our customers to drive their cloud migration, data protection, policy guidance and monitoring, information governance, and enhanced privacy endeavors.

The key to delivering recurring value is rapid implementation with a focus on continuous improvement throughout our relationship.

Our CS Team is a global customer service organization that assists our customers by expanding their ability to operate in real-time via cross functional workflows in sales, engineering, IT, security, customer support, executive leadership, and across their entire employee base.

The CS Team is directly responsible for client after-sales care.

Our CS Team employs a proactive relationship-focused client management approach designed to ensure that our valued customers get the care they need to rapidly deploy, and receive value from, their technology investment in us.

The CS Team is responsible for securing our client base’s contracts renewal and maintenance of annual recurring revenue through ensuring increased adoption and continuous utilization of our software.

Our CS Team is imbedded deep into customer organizations and are therefore able to identify cross-sell or expand opportunities.

This includes identifying at-risk clients, as well as proactively address support or other concerns before they become critical issues.

Our CS Team strategy is designed to align with the sales force segmentation described below, which includes tiered level coverage across our enterprise, MM, and SMB customer segments.

We divide our customer’s geographic areas into three primary regions:

(1) North America, (2) Europe, the Middle East, and Africa (“

EMEA ”), and (3) the Asia-Pacific region (“

APAC ”).

Revenue by geography is based upon the billing address of the customer.

No customer in any geography (when such geographies are measured in aggregate or individually) represented greater than 10% of our revenue for the year ended December 31, 2021.

Sales, Distribution, Partnerships, And Marketing

We utilize an exceedingly effective global go-to-market strategy that that allows us to efficiently sell to and serve the needs of organizations across our market segments and geographies.

By offering a wide range of products, solutions, services, and routes to the market, including through a direct sales force, through our Microsoft partnership, and indirectly via our other Channel sales partners (our “

Channel Partners ”), we can serve many types of organizations across the world.

The combination of our strong partner ecosystem (including with Microsoft) and our extensive enterprise and inside sales organizations, have created a differentiated and powerful go-to-market approach.

We believe this robust go-to-market structure can allow us to effectively and efficiently reach our entire addressable market, across all of our identified market segments and in all geographic regions throughout the world.

This also allows us to “land and expand”

within our customer base by beginning with a limited engagement at each customer and increasing that customer relationship over time.

Our sales force is organized by both customer size and vertical segmentation within designated geographies.

Our global sales teams focus on both new customer acquisition and up-selling and cross-selling additional products to our existing customers.

Our sales teams are organized by geography (North America, EMEA, and APAC) as well as by market segment (SMB, MM, or Enterprise).

SMB Sales Team :

The SMB Sales Team primarily engages this customer segmentation indirectly through distribution channels and partner networks.

This reinforces our strategy of low-touch, high volume, transactional business coverage of the SMB segment.

MM Sales Team :

The MM segment is covered by our inside sales team.

The MM sales team engages customers directly in majority of the cases, with some regional geographical teams, such as Germany, leveraging local partners to assist in reaching a wider audience with local-language support.

Enterprise Sales Team :

The enterprise sales team is primarily an outside sales organization which engages customers directly, with sales representatives spread regionally to cover their respective customer geographies.

The MM and enterprise sales teams are supported by our Business Development Representatives (“

BDR ”) team, an outbound tele-sales team for lead generation and opportunity qualification.

The BDR team is centrally consolidated into two call centers, one in each hemisphere, to ensure continuous coverage supporting our global sales teams and aims to respond to all inbound sales requests within two (2) business days.

Global Distribution Network

More than 100 global marketplaces carry our products, across distributors like Ingram Micro and Tech Data Corporation, to scale SMB market acquisition through MSPs.

Resale and Distribution Partnerships

We leverage the sales and referral resources of resale and referral partners through a variety of programs and rely on distribution partners especially for our SMB market acquisition.

We expect that sales to partners will account for a substantial portion of our revenue for the foreseeable future.

Our demonstrated ability to achieve revenue growth and expand our SMB acquisition has been achieved, in part, by our success in maintaining successful relationships with our partners.

Our global marketing organization consists of a centralized corporate team that focuses on brand building, awareness, thought leadership, capturing customer stories, communications, product marketing, marketing operations, digital marketing, and demand generation through campaigns that leverage our content, technical resources, expertise, and customer stories.

We rely on multiple marketing and sales automation tools to efficiently market to and automatically identify qualified individuals using product and industry specific criteria.

We have increased our investment in marketing through hiring, executing our go-to-market strategy globally, and building our brand awareness.

We plan to continue to invest heavily in our brand awareness via multi-platform campaigns. 

Research And Development

Product and Service Development

We seek to expand development of new offerings, drive improvements to our existing offerings, and enhance support of our existing customer deployments.

We leverage agile development methodologies and work with the latest technologies, resulting in a dynamic, state of the art, automated software development process that has allowed us to deliver high-quality products and services and adapt to market changes and new requirements quickly.

We have made significant investments in our SaaS platform, our Channel business, our global infrastructure and our sales and customer success organizations, which we believe will yield future operating leverage and profit margin expansion. 

We have research and development presence in the United States, China and Vietnam, which provide a strategic advantage allowing us to invest in increasing our product capabilities in an efficient manner.

Our research and development team, which consisted of over 900 employees as of December 31, 2021, is comprised of dedicated research employees, engineers, user experience experts, and project managers.

We believe delivering and expanding product functionality is critical to enhancing the success of existing customers while new product development further reinforces our breadth of solutions.

We expect to continue to make substantial investments in research and development.

We expect our research and development expenses to increase in absolute dollars and as a percentage of total revenue over time.

We continue to look for opportunities to seek quality development teams with efficient cost structures.

In addition, we believe we can achieve operating leverage in marketing by continuing to emphasize lower-cost inbound techniques and growth in customer referrals from our technology and agency partners.

We believe we will be able to run our business more efficiently as we continue to grow our revenue and gain further operating scale.

Intellectual Property

We rely on a combination of trade secrets, copyrights, and trademarks to establish and protect our intellectual property rights.

We also rely on contractual protections, such as license, assignment, and confidentiality agreements, and technical measures.

We pursue the registration of domain names, trademarks, and service marks in the United States and in various jurisdictions outside the United States.

We control access to and use of our proprietary technology and other confidential information through the use of internal and external controls, including contractual protections with employees, contractors, customers, and partners, and our software is protected by U.S.

and international intellectual property laws.

We require our employees, consultants, and other third parties to enter into confidentiality and proprietary rights agreements and control access to software, documentation, and other proprietary information.

Our policy is to require employees and independent contractors to sign agreements assigning to us any inventions, trade secrets, works of authorship, developments, and other processes generated by them on our behalf and agreeing to protect our confidential information.

In addition, we generally enter into confidentiality agreements with our vendors and customers.

Although we rely on intellectual property rights, including trade secrets, copyrights, and trademarks, as well as contractual protections to establish and protect our proprietary rights, we believe it is our team’s ability to execute –

by developing new products, and our efficiency at new market acquisition –

that will maintain our market leadership position.

Financial Information Regarding Operational Segments

We operate in one segment.

Our products and services are sold throughout the world, through direct and indirect sales channels.

Our chief operating decision maker (the “

CODM ”) is our Chief Executive Officer.

The CODM makes operating performance assessment and resource allocation decisions on a global basis.

The CODM does not receive discrete financial information about asset allocation, expense allocation, or profitability by product or geography.

Since we operate in one operating segment, all required financial segment information can be found in the consolidated financial statements of this Annual Report.

Note 15 - Segment Information ”

(Part II, Item 8 of this Annual Report) within the consolidated financial statements for information by geographic area.

While there are some companies that offer certain features similar to those embedded in our products, as well as others with whom we compete in certain tactical use cases, we believe that we do not currently compete with a company that offers the same breadth of functionalities that we offer in a single integrated solution.

Unlike traditional vendors focused on data management, we approach the full spectrum of adoption for the Microsoft cloud, from migration through protection of vital information.

While some vendors are interested in data governance, we believe in supporting user adoption as well giving us the advantage of protecting the full lifecycle of users in the cloud s a result, we can confidently state that we are the only full-suite data management SaaS solution provider focused on the M365 platform.

Nevertheless, we do compete against a select group of software vendors that provide standalone solutions similar to those found in our comprehensive software suite in the specific markets in which we operate.

We face competition from other legacy backup or security vendors that may offer related solutions and services.

Our competitors include larger companies that have acquired solution and/or service providers in recent years.

We also compete with custom software internally developed and services internally provided within companies that are potential customers.

In addition, we face competition from niche companies that offer point products that attempt to address select problems that our products and services solve.

We expect competition to increase as other established and emerging companies enter our market, as customer requirements evolve, and as new products and services and technologies are introduced.

However, our competitor’s solutions fail to meet the needs of many customers due to limitations in, or outright lack of success in, the principal competitive factors within our market:

breadth of product functionality;

depth of expertise;

vision for the market and product strategy;

pace of innovation and agility;

rigor and robustness of security protocols;

integration with third-party applications and data sources;

customer support;

time to value;

total cost of ownership.

We believe we compete favorably with our competitors on the basis of these factors.

Ultimately, our ability to remain competitive will be driven by our ongoing performance, our superior technology, the quality of our software solutions, and our continued excellence in the factors identified in the preceding list.

Our quarterly revenue fluctuates and does not necessarily grow sequentially when measuring any one fiscal quarter’s revenue against another (e.g.

comparing the fourth fiscal quarter of fiscal year 2020 against the first fiscal quarter of fiscal year 2021). Historically, our third and fourth quarters have been our highest revenue quarters, however those results are not necessarily indicative of future quarterly revenue or full year results. Higher third and fourth quarter revenue is driven primarily by increased sales resulting from our customers’

fiscal year ends. The ongoing COVID-19 pandemic may have an impact on consumer behaviors and customer activities that may result in temporary changes to and increased fluctuations in the quarterly revenue of our business.

Additionally, new product and service introductions (including the timing of those introductions) can significantly impact revenue.

Revenue can also be affected when consumers and customers anticipate a product introduction.

Our operating expenses have generally increased sequentially due to increases in personnel in connection with the expansion of our business.

Human Capital Resources

We have a well-established relationship with our employees, and have received accolades from multiple publications around the world designating us as a “best place to work”

Our key human capital objectives in managing our business includes attracting, developing, and retaining top talent while integrating diversity, equity, and inclusion principles and practices into our core operating practices.

As of December 31, 2021, we had 1,934 employees globally, inclusive of all subsidiaries.

A large percentage of our employees have technical and professional backgrounds and undergraduate and/or advanced degrees.

Our professional staff includes programmers, data scientists, computer scientists, electrical engineers, software specialists, hardware specialists, mechanical engineers, project managers, attorneys, and CPAs with approximately half of our workforce classified as developers.

None of our employees are represented by a labor union with respect to their employment.

We are not aware of any employment circumstances that are likely to disrupt work at any of our facilities.

See the section titled “

Risk Factors ”

(Part I, Item 1A of this Annual Report) for a discussion of the risks related to the loss of key personnel or our inability to attract and retain qualified personnel.

Attraction, Recruitment, and Hiring Efforts

Our human capital objectives include, identifying, recruiting, retaining, incentivizing and integrating our existing and new employees. 

We want to attract a pool of diverse and exceptional candidates and support their career growth once they become employees. We seek to hire based on talent rather than solely on educational pedigree, and have provided many job openings, including in our local communities, for capable workers from various backgrounds to learn valuable skills in critical operations such as business development, sales, customer support, and customer service.

We also emphasize in our evaluation and career development efforts internal mobility opportunities for employees to drive professional development, with approximately 35% of our U.S.

employees being promoted or changing roles in 2021.

Our goal is a long-term, upward-bound career for every employee, which we believe also drives our retention efforts.

Our talent acquisition team uses internal and external resources to recruit highly skilled and talented workers, and we encourage (and incentivize) employee referrals for open positions.

Competitive Pay, Benefits, and Financial Incentive Awards

We strive to provide a competitive suite of pay, comprehensive benefits, and services globally.

Our total rewards package includes an annual base salary, sales incentives, discretionary annual bonus, long-term incentives in the form of equity, 

paid time off, healthcare benefits, and other benefits for eligible employees.

The principal purpose of our cash incentive plans are to attract, retain and reward high performing employees for the achievement of key results that contribute to the growth of our business.

We award equity in the form of Stock Options and Restricted Stock Units (" RSUs ") to foster a stronger sense of ownership, better align the interests of employees with our stockholders, and to increase stockholder value and our overall success by motivating such individuals to perform to the best of their abilities and achieve our objectives.

Diversity, Inclusion, and Belonging

We strive to promote diversity, equity, and inclusion through our values and behaviors.

We believe that our ability to retain our workforce is dependent on our ability to foster an environment that is sustainably safe, respectful, fair and inclusive of everyone and promotes diversity, equity, and inclusion inside and outside of our business.

We know that we are stronger as a diverse community—and while inclusion, diversity, equality and allyship (I.D.E.A.) have always been in AvePoint’s DNA, we formalized our commitment by creating the I.D.E.A.

Committee in 2019.

The committee consists of colleagues from around the world focusing on initiatives that enhance our workplace, celebrate diverse experiences and perspectives, and encourage innovation and inclusion.

Through I.D.E.A., employee resources groups have emerged such as Black AvePoint Excellence, Women in Technology, and Queers and Allies.

These groups, in partnership with our People Team, drive internal and external initiatives including recruitment practices and education opportunities through trainings and guest speakers.

COVID-19 Response and Hybrid Work

We have prioritized employee safety and transparency during the pandemic and continue to do so, ensuring all employees are set up to work remotely and providing clarity on office closures and evolving guidelines, where possible.

To protect the health and well-being of our employees, suppliers, and customers, we have made substantial modifications to the way we function as an organization.

We quickly pivoted to remote-work and to virtual customer engagements and marketing activities.

AvePoint continues to closely monitor the COVID-19 situation and will move to a hybrid work model once it is safe to do so.

This hybrid work model will include two (2) days of in-person collaboration per week, while allowing employees flexibility to work remotely for the remaining days if they choose to do so.

This flexibility will continue to be a valuable tool to engage and retain talent.

Training and Development of Employees

We invest in a growth mindset, meaning we are consistently growing and developing our people in order to unleash their maximum potential.

Since 2016, as part of our commitment to people development, we assess new colleagues using Clifton StrengthsFinder.

It gives managers insight into direct reports’

strengths and how to leverage collective teams.

By assessing people early in their journeys, we lay the foundation that uniqueness is celebrated and give employees the confidence to tap into their areas of natural talent.

Our Senior Leadership Team are the drivers of AvePoint’s growth mindset.

They developed our A.T.O.M program (AvePoint Talent Optimization and Management) as a place for future leaders of AvePoint to come together to innovate and help strengthen the core of our success and culture.

Employees are provided with training in leadership development, project management skills, and interpersonal skills development.

AvePoint employees are eligible for reimbursements towards continued learning such as tuition or certifications.

By offering our employees meaningful work and career development, we are well positioned to continue our growth through recruitment, development, and retention of the best talent in the industry.

Corporate Social Responsibility and Community Involvement

Connecting with our local communities and giving back in a meaningful way is a priority to AvePoint.

We do this at both a company-wide and individual employee level.

We proudly support our local communities around the world through three channels;

Technology, Community, and Education.

Over recent years we have committed to donating our software, through TechSoup, to not-for-profits to support their mission and help them focus more on what matters.

We donated our software and services to the City of Richmond to build the first ever 311 platform.

This cloud-based solution powered by AvePoint Citizen Services is geared towards citizen, business and visitor non-emergency requests.

With colleagues around the world, we are passionate about supporting their local communities.

One way that we do this is by donating to local organizations that contribute to the success and safety of their communities.

In 2020 when bush fires hit Australia we raised money for the local Red Cross chapter and matched all donations.

The same for the typhoons in the Philippines and Hurricane Harvey in Houston.

We support our community’s education through our long-standing relationship with Girls Who Code, whose objective is to close the gender gap in technology.

AvePoint sponsored ERGs are given the opportunity to identify education outreach opportunities of their own including a recent laptop drive for Boys & Girls Club and a fundraiser for NCFF to donate musical instruments to local youth groups.

We encourage our employees’

passion for community outreach by sponsoring volunteer days throughout the year where employees join their colleagues in volunteering their time to a local organization in need.

In addition, we sponsor a Corporate Donation Match program which matches our employees’

charitable donations.

COVID-19 Impacts

In March 2020, the World Health Organization declared the outbreak of COVID-19 to be a pandemic.

Throughout 2021, the COVID-19 pandemic continued to have widespread, rapidly evolving, and unpredictable impacts on global society, economies, financial markets, and business practices.

Federal and state governments have implemented measures in an effort to contain the virus, including social distancing, travel restrictions, border closures, limitations on public gatherings, work from home, supply chain logistical changes, and closure of non-essential businesses.

We believe that, despite the challenges presented by the COVID-19 pandemic, market volatility during the years 2020 and 2021 has caused organizations to accelerate their digital transformation priorities, as evidenced by increased cloud usage and demand for remote technology solutions among their and our customers.

This transformation requires advanced technology solutions and ample automation to support new organizational realities, all of which we are in a prime position to provide.

We remain focused on improving and investing in the products and services we offer to support our long-term growth while continuing to innovate and develop new products and services in response to customer needs, whether directly as a result of the COVID-19 pandemic or otherwise.

Although overall our business has not been adversely affected by the COVID-19 pandemic (and in fact our business enjoyed significant growth in 2021 driven by, among other things, our ability to provide multiple core services and products as solutions to pandemic-driven obstacles), the extent to which the COVID-19 pandemic impacts our business going forward is uncertain and will depend on numerous factors outside of our control including, without limitation:

the timing, extent, trajectory and duration of the pandemic, including the emergence of new variants of the disease;

the availability, distribution, adoption, and effectiveness of vaccines;

the imposition of protective public safety measures;

governmental, business, and individuals' actions in response to the pandemic;

possibility of recession or financial market instability;

and the impact of the pandemic on the global economy and demand for consumer products.

These factors may adversely impact consumer, business, and government spending on technology as well as customers' ability to pay for our products and services on an ongoing basis.

This uncertainty also affects management’s accounting estimates and assumptions, which could result in greater variability in a variety of areas that depend on these estimates and assumptions, including investments, receivables, and forward-looking guidance.

Refer to the section titled “

Risk Factors ”

(Part I, Item 1A of this Annual Report) for a discussion of these factors and other risks.

Geopolitical Tensions Involving Russia and the Ukraine

The current conflict in Ukraine has created general economic uncertainty.

We are monitoring the developments as they unfold in order to react accordingly.

While the impact of the conflict on our operational and financial performance will depend on future developments that cannot be predicted, we do not believe the impacts to be material at this time.

While we have only limited exposure to Russia and Ukraine via our customers and resellers, we are monitoring any broader economic impact from the current crisis.

Compliance with Material Government Regulations

We are subject to many U.S.

federal and state and foreign laws and regulations that involve matters central to our business, including laws and regulations that involve data privacy and data protection, intellectual property, advertising, marketing, health and safety, competition, consumer protection, taxation, anti-bribery, anti-money laundering and corruption, economic or other trade prohibitions or sanctions, environmental protection regulations, and securities law compliance.

Our business may also be affected by the adoption of any new or existing laws or regulations or changes in laws or regulations that adversely affect our business.

Many relevant laws and regulations are still evolving and may be interpreted, applied, created or amended in a manner that could harm our business, and new laws and regulations may be enacted, including in connection with the restriction or prohibition of certain content or business activities.

We are subject to certain U.S.

federal, state, local and foreign laws and regulations regarding data privacy and the collection, storage, sharing, use, processing, disclosure and protection of personal information and other data from users, employees or business partners, including the GDPR, CCPA, and VCDPA.

These laws expand the rights of individuals to control how their personal data is processed, collected, used and shared create new regulatory and operational requirements for processing personal data, increase requirements for security and confidentiality and provide for significant penalties for non-compliance.

There are also a number of legislative proposals recently enacted or pending before the U.S.

Congress, various state legislatures and foreign governments concerning content regulation and data protection that could affect us.

These and other laws and regulations that may be enacted, or new interpretation of existing laws and regulations, may require us to modify our data processing practices and policies and to incur substantial costs in order to comply.

In addition, we are subject to the U.S.

Foreign Corrupt Practices Act of 1977, as amended (the “

FCPA ”).

The FCPA prohibits corporations and individuals from engaging in improper activities to obtain or retain business or to influence a person working in an official capacity.

It prohibits, among other things, providing, directly or indirectly, anything of value to any foreign government official, or any political party or official thereof, or candidate for political influence to improperly influence such person.

Similar laws exist in other countries, such as the UK, that restrict improper payments to persons in the public or private sector.

Many countries have laws prohibiting these types of payments within the respective country.

Historically, technology companies have been the target of FCPA and other anti-corruption investigations and penalties.

We are further subject to U.S.

and foreign laws and regulations that restrict our activities in certain countries and with certain persons.

These include the economic sanctions regulations administered by the U.S.

Treasury Department’s Office of Foreign Assets Control and the export control laws administered by the U.S.

Commerce Department’s Bureau of Industry.

The foregoing description does not include an exhaustive list of the laws and regulations governing or impacting our business.

See the discussion contained in the “

Risk Factors ”

section (Part I, Item 1A of this Annual Report) for information regarding how actions by regulatory authorities or changes in legislation and regulation in the jurisdictions in which we operate may have a material adverse effect on our business.

Emerging Growth Company Status

We are an “emerging growth company,”

as defined in the Jumpstart Our Business Startups Act of 2012 (“

JOBS Act ”).

As an emerging growth company, we are exempt from certain requirements related to executive compensation, including the requirements to hold a nonbinding advisory vote on executive compensation and to provide information relating to the ratio of total compensation of our Executive Chairman and Chief Executive Officer to the median of the annual total compensation of all of our employees, each as required by the Investor Protection and Securities Reform Act of 2010, which is part of the Dodd-Frank Act.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable.

We will take advantage of the benefits of the extended transition period emerging growth company status permits.

During the extended transition period, it may be difficult or impossible to compare our financial results with the financial results of another public company that complies with public company effective dates for accounting standard updates because of the potential differences in accounting standards used.

We will remain an emerging growth company under the JOBS Act until the earliest of (a) December 31, 2024, (b) the last date of our fiscal year in which we have a total annual gross revenue of at least $1.07 billion, (c) the date on which we are deemed to be a “large accelerated filer”

under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or (d) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years.

The next determination date as to whether we have satisfied the criteria set forth in the foregoing (b), (c), and (d) is the last day of our second fiscal quarter in 2022.

Executive Officers

Executive Chairman and Director

Chief Executive Officer and Director

Brian Michael Brown

General Counsel, Chief Legal and Compliance Officer, Secretary, and Director

Chief Financial Officer

Xunkai Gong  was appointed as our Executive Chairman in July of 2021.

Prior to that, Mr.

Gong had served as Legacy AvePoint’s Chairman and Co-Chief Executive Officer alongside Dr.

Jiang since 2008.

Before that, Mr.

Gong had served as Legacy AvePoint’s Chief Executive Officer since Legacy AvePoint’s incorporation in 2001.

Mr. Gong holds a master’s degree in computer engineering from the University of the Chinese Academy of Sciences, a master’s degree in computer science from Southern University and Agricultural and Mechanical College at Baton Rouge, and a bachelor’s degree in electrical and electronics engineering from Dalian University of Technology.

Tianyi Jiang  was appointed as our Chief Executive Officer and a director in July of 2021.

Prior to that, Dr.

Jiang served as Legacy AvePoint’s Co-Chief Executive Officer alongside Mr.

Gong from 2008 to 2021 and as a director since 2005.

Jiang holds doctorate and master’s degrees in Data Mining from New York University in addition to a bachelor’s degree and master’s degree in Electrical and Computer Engineering from Cornell University.

Brian Michael Brown  was appointed as our General Counsel, Chief Legal and Compliance Officer, Secretary of the Board, and a director in July of 2021.

From 2004 until July of 2021, Mr.

Brown served as Legacy AvePoint’s General Counsel, Chief Operating Officer, and a director.

Mr. Brown holds a bachelor’s degree from the University of Michigan and a Juris Doctor from Michigan State University.

James Caci was appointed as our Chief Financial Officer in August of 2021.

From April 2020 to August of 2021, Mr.

Caci held the position of Chief Financial Officer at Brand Value Accelerator, LLC, an industry leading digital commerce services firm. From March 2016 to April 2020, Mr.

Caci served as the Chief Financial Officer of Nicopure Labs.

From 2010 to 2013, Mr.

Caci served as Chief Financial Officer of Legacy AvePoint.

Caci brings more than 25 years of experience leading the strategic finance operations at both public and privately held SaaS and IT service companies.

Caci holds a bachelor’s degree from Montclair State University and is a certified public accountant.

Additional information regarding our Executive Officers is set forth in the Proxy Statement, which was filed with the SEC on March 24, 2022.

Corporate Information

Our principal executive offices are located at 525 Washington Blvd, Suite 1400, Jersey City, NJ 07310, and our telephone number is (201) 793-1111.

Our principal operating offices are located at Riverfront Plaza, West Tower, 901 E Byrd St, Suite 900, Richmond, VA 23219 and our telephone number for that office is (804) 372-8080.

All  correspondence should be directed to our principal operating offices in Richmond, Virginia.

On April 5, 2019, Apex was formed as a blank check SPAC, incorporated in Delaware. Upon consummation of the Business Combination on July 1, 2021, Legacy AvePoint (at the time, renamed AvePoint US LLC) became a wholly owned subsidiary of Apex, and Apex was subsequently renamed “AvePoint, Inc.” On July 26, 2021, AvePoint US LLC merged with and into AvePoint, Inc.

with AvePoint, Inc.

surviving. 

“AvePoint,”

"AvePoint, Inc.©," and all other names, logos, and icons identifying AvePoint and/or AvePoint's products and services and our other registered and common law trade names, trademarks, and service marks are property of AvePoint, Inc.

This Annual Report contains additional trade names, trademarks, and service marks of others, which are the property of their respective owners.

Solely for convenience, trademarks and trade names referred to in this Annual Report may appear without the ® or ™ symbols.

Available Information

Our Internet address is https://www.avepoint.com/.

At our Investor Relations website, https://ir.avepoint.com/, we make available free of charge a variety of information for investors.

Our goal is to maintain the Investor Relations website as a portal through which investors can easily find or navigate to pertinent information about us, including:

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports, as soon as reasonably practicable after we electronically file that material with or furnish it to the SEC at www.sec.gov.

Announcements of investor conferences, speeches, presentations, and events at which our executives talk about our product, service, and competitive strategies.

Press releases on quarterly earnings, product and service announcements, legal developments, and national and international news.

Corporate governance information including our articles of incorporation, bylaws, governance guidelines, committee charters, code of ethics and business conduct, whistleblower “open door” policy for reporting accounting and legal allegations, global corporate social responsibility initiatives, and other governance-related policies.

Other news and announcements that we may post from time to time that investors might find useful or interesting, including with respect to our business strategies, financial results, and metrics for investors.

In addition to these channels, we use social media to communicate to the public.

It is possible that the information we post on social media could be deemed to be material to investors.

We encourage investors, the media, and others interested in AvePoint to review the information we post on the social media channels listed on our Investor Relations website.

The SEC maintains an internet site that contains reports, proxy and information statements and other information that we file electronically with the SEC.

The address of the SEC's website is www.sec.gov.

The information found on our main website or our Investor Relations website is not part of this or any other report we file with, or furnish to, the SEC, for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act except as shall be expressly set forth by specific reference in such filing, and you should not consider any information contained on, or that can be accessed through, our website as part of this Annual Report or in deciding whether to purchase our Common Stock.

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 1. Business