What changed in this filing

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Item 1A. Risk Factors

2022-03-31 compared with 2021-03-09 · 1034 added, 1609 removed, 2 unchanged (100% of the section changed)

Risk Factors.

should carefully consider all of the following risk factors and all of the other information contained in this Report, including

the financial statements.

If any of the following risks occur, our business, financial condition or results of operations may

be materially and adversely affected.

In that event, the trading price of our securities could decline, and you could lose all

or part of your investment.

The risk factors described below are not necessarily exhaustive and you are encouraged to perform

your own investigation with respect to us and our business.

For risks relating to AvePoint and the AvePoint Business Combination,

please see the AvePoint Registration Statement.

Related to Our Business and Corporate Structure

are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to

achieve our business objective.

are a blank check company with no operating results.

Because we lack an operating history, you have no basis upon which to evaluate

our ability to achieve our business objective of completing our initial business combination with one or more target businesses.

We may be unable to complete our initial business combination.

If we fail to complete our initial business combination, we will

never generate any operating revenues.

are risks related to the software and internet technology industries to which we may be subject.

combinations with companies with operations in the software and internet technology industries entail special considerations and

If we are successful in completing a business combination with a target business with operations in the software and internet

technology industries, we will be subject to, and possibly adversely affected by, the following risks, including but not limited

if we do not develop

successful new products or improve existing ones, our business will suffer;

we may invest in

new lines of business that could fail to attract or retain users or generate revenue;

we will face significant

competition and if we are not able to maintain or improve our market share, our business could suffer;

disruption or failure

of our networks, systems, platform or technology that frustrate or thwart our users’

ability to access our products

and services, may cause our users, advertisers, and partners to cut back on or stop using our products and services altogether,

which could seriously harm our business;

mobile malware,

viruses, hacking and phishing attacks, spamming, and improper or illegal use of our products could seriously harm our business

and reputation;

if we are unable

to successfully grow our user base and further monetize our products, our business will suffer;

if we are unable

to protect our intellectual property, the value of our brand and other intangible assets may be diminished, and our business

may be seriously harmed;

we may be subject

to regulatory investigations and proceedings in the future, which could cause us to incur substantial costs or require us

to change our business practices in a way that could seriously harm our business;

components used

in our products may fail as a result of a manufacturing, design, or other defect over which we have no control, and render

our devices inoperable.

of the foregoing could have an adverse impact on our operations following a business combination.

However, our efforts in identifying

prospective target businesses will not be limited to the software and internet technology industries.

Accordingly, if we acquire

a target business in another industry, these risks will likely not affect us and we will be subject to other risks attendant with

the specific industry in which we operate or target business which we acquire, none of which can be presently ascertained.

will not be entitled to protections normally afforded to investors of some other blank check companies.

the net proceeds of our initial public offering and the sale of the placement units are intended to be used to complete an initial

business combination with a target business that has not been identified, we may be deemed to be a “blank check”

under the United States securities laws.

However, because we have net tangible assets in excess of $5,000,000, we are exempt from

rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419.

Accordingly, investors are not afforded

the benefits or protections of those rules.

Among other things, this means that we have a longer period of time to complete our

business combination than do companies subject to Rule 419.

Moreover, if our initial public offering were subject to Rule 419,

that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds

in the trust account were released to us in connection with our completion of an initial business combination.

are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure

requirements available to emerging growth companies, this could make our securities less attractive to investors and may make

it more difficult to compare our performance with other public companies.

are an “emerging growth company”

within the meaning of the Securities Act, as modified by the JOBS Act, and we may

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 auditor 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 nonbinding advisory vote on executive compensation and

stockholder approval of any golden parachute payments not previously approved.

As a result, our stockholders may not have access

to certain information they may deem important.

We could be an emerging growth company for up to five years, although circumstances

could cause us to lose that status earlier, including if the market value of our Class A common stock held by non-affiliates exceeds

$700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following

We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions.

If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our

securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading

prices of our securities may be more volatile.

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 (that is, those that have not had a Securities Act registration statement declared

effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised

financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and

comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has

different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard

at the time private companies adopt the new or revised standard.

This may make comparison of our financial statements with another

public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended

transition period difficult or impossible because of the potential differences in accountant standards used.

we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance

requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.

we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

on the nature of our investments;

on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.

addition, we may have imposed upon us burdensome requirements, including:

as an investment company;

of a specific form of corporate structure;

record keeping, voting, proxy and disclosure requirements and other rules and regulations.

order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we

must ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our

activities do not include investing, reinvesting, owning, holding or trading “investment securities”

more than 40% of our total assets (exclusive of U.S.

government securities and cash items) on an unconsolidated basis.

will be to identify and complete an initial business combination and thereafter to operate the post-transaction business or assets

for the long term.

We do not plan to buy businesses or assets with a view to resale or profit from their resale.

We do not plan

to buy unrelated businesses or assets or to be a passive investor.

do not believe that our principal activities subject us to the Investment Company Act.

To this end, the proceeds held in the trust

account may only be invested in United States “government securities”

within the meaning of Section 2(a)(16) of the

Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7

promulgated under the Investment Company Act which invest only in direct U.S.

government treasury obligations.

Pursuant to the

trust agreement, the trustee is not permitted to invest in other securities or assets.

By restricting the investment of the proceeds

to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than

on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an

“investment company”

within the meaning of the Investment Company Act.

The trust account is intended as a holding

place for funds pending the earliest to occur of:

(i) the completion of our initial business combination;

(ii) the redemption

of any public shares properly submitted in connection with a stockholder vote to amend 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;

or (iii) absent an initial business combination by September 19, 2021, our return of the funds held in the trust account to our

public stockholders as part of our redemption of the public shares.

If we do not invest the proceeds as discussed above, we may

be deemed to be subject to the Investment Company Act.

If we were deemed to be subject to the Investment Company Act, compliance

with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder

our ability to complete an initial business combination or may result in our liquidation.

If we are unable to complete our initial

business combination, our public stockholders may receive only approximately $10.00 per share on the liquidation of our trust

account and our warrants will expire worthless.

in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our

ability to negotiate and complete our initial business combination and results of operations.

are subject to laws and regulations enacted by national, regional and local governments.

In particular, we are required to comply

with certain SEC and other legal requirements.

Compliance with, and monitoring of, applicable laws and regulations may be difficult,

time consuming and costly.

laws and regulations and their interpretation and application may also change from time to time and those changes could have a

material adverse effect on our business, investments and results of operations.

In addition, a failure to comply with applicable

laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to

negotiate and complete our initial business combination and results of operations.

initial stockholders may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you

do not support.

initial stockholders own shares representing approximately 21.5% of our issued and outstanding shares of common stock (including

the placement shares).

Accordingly, they may exert a substantial influence on actions requiring a stockholder vote, potentially

in a manner that you do not support, including amendments to our amended and restated certificate of incorporation and approval

of major corporate transactions.

If our initial stockholders purchase any additional shares of common stock in the aftermarket

or in privately negotiated transactions, this would increase their control.

Factors that would be considered in making such additional

purchases would include consideration of the current trading price of our Class A common stock.

In addition, our board of directors,

whose members were elected by our initial stockholders, is divided into three classes, each of which generally serves for a term

of three years with only one class of directors being elected in each year.

As a consequence of our “staggered”

of directors, not all directors will be considered for election at our annual meetings of stockholders prior to the consummation

of our initial business combination and our initial stockholders, because of their ownership position, will have considerable

influence regarding the outcome.

Accordingly, our initial stockholders will continue to exert control at least until the completion

of our initial business combination.

in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the

price investors might be willing to pay in the future for our Class A common stock and could entrench management.

amended and restated certificate of incorporation contains provisions that may discourage unsolicited takeover proposals that

stockholders may consider to be in their best interests.

These provisions include a staggered board of directors and the ability

of the board of directors to designate the terms of and issue new series of preferred shares, which may make the removal of management

more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices

for our securities.

are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control.

Together these

provisions may make the removal of management more difficult and may discourage transactions that otherwise could involve payment

of a premium over prevailing market prices for our securities.

amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought

in our name, actions against our directors, officers, other employees or stockholders for breach of fiduciary duty and other similar

actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder

bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, which may have the

effect of discouraging lawsuits against our directors, officers, other employees or stockholders.

amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought

in our name, actions against our directors, officers, other employees or stockholders for breach of fiduciary duty and other similar

actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder

bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel except any action

(A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to

the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court

of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum

other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) any

action arising under the Securities Act, as to which the Court of Chancery and the federal district court for the District of

Delaware shall have concurrent jurisdiction.

Any person or entity purchasing or otherwise acquiring any interest in shares of

our capital stock shall be deemed to have notice of and consented to the forum provisions in our amended and restated certificate

of incorporation.

This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum

that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders, which may discourage

lawsuits with respect to such claims, although our stockholders will not be deemed to have waived our compliance with federal

securities laws and the rules and regulations thereunder.

Alternatively, if a court were to find the choice of forum provision

contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur

additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results

and financial condition.

amended and restated certificate of incorporation provides that the exclusive forum provision will be applicable to the fullest

extent permitted by applicable law.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought

to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

As a result, the exclusive

forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim

for which the federal courts have exclusive jurisdiction.

Related to Our Initial Business Combination

the AvePoint Business Combination is not consummated, our public stockholders may not be afforded an opportunity to vote on our

proposed initial business combination, which means we may complete our initial business combination even if a majority of our

public stockholders do not support such a combination.

the AvePoint Business Combination is not consummated and we seek to enter into a business combination with other target companies,

we may choose not to hold a stockholder vote to approve our initial business combination unless the initial business combination

would require stockholder approval under applicable law or stock exchange listing requirements or if we decide to hold a stockholder

vote for business or other legal reasons.

Except as required by law, the decision as to whether we will seek stockholder approval

of a proposed initial business combination or will allow stockholders to sell their shares to us in 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 otherwise require us to seek stockholder approval.

Accordingly, we may complete our initial

business combination even if holders of a majority of our public shares do not approve of the initial business combination we

we seek stockholder approval of our initial business combination, after approval of our board, our initial stockholders have agreed

to vote in favor of such initial business combination, regardless of how our public stockholders vote.

to the letter agreement, our sponsor, officers and directors have agreed to vote their founder shares and placement shares, as

well as any public shares purchased after our initial public offering (including in open market and privately negotiated transactions),

in favor of our initial business combination.

As a 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.

Our initial stockholders own shares representing approximately 21.5% of our outstanding shares of common

Accordingly, if we seek stockholder approval of our initial business combination, after approval of our board, the agreement

by our initial stockholders to vote in favor of our initial business combination will increase the likelihood that we will receive

the requisite stockholder approval for such initial business combination.

only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise

of your right to redeem your shares from us for cash, unless we seek stockholder approval of the initial business combination.

the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of our

initial business combination.

Although we are seeking stockholder approval of the AvePoint Business Combination, if such transaction

is not consummated and we seek to enter into a business combination with other target companies, our Board of Directors may complete

such business combination without seeking stockholder approval.

Under such circumstances, public stockholders may not have the

right or opportunity to vote on the initial business combination, unless we seek such stockholder vote.

Accordingly, if we do

not seek stockholder approval, your only opportunity to affect the investment decision regarding a potential business combination

may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set

forth in our tender offer documents mailed to our public stockholders in which we describe our initial business combination.

ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential

business combination targets, which may make it difficult for us to enter into an initial business combination with a target.

may seek to enter into an initial business combination agreement with a prospective target that requires as a closing condition

that we have a minimum net worth or a certain amount of cash.

In particular, the Business Combination Agreement provides for an

aggregate cash consideration of $300 million in cash, including funds in the trust account and from any equity financing as a

closing condition for the AvePoint Business Combination, and we may have to satisfy a higher minimum cash closing condition if

the AvePoint Business Combination is not consummated and we seek to enter into a business combination with other target companies.

Under those circumstances, if too many public stockholders exercise their redemption rights, we would not be able to meet such

closing condition and, as a result, would not be able to proceed with the initial business combination.

Furthermore, 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.

Consequently, if accepting all properly

submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary

to satisfy a closing condition, each as described above, we would not proceed with such redemption and the related business combination

and may instead search for an alternate business combination.

Prospective targets will be aware of these risks and, thus, may

be reluctant to enter into an initial business combination with us.

ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us

to complete the most desirable business combination or optimize our capital structure.

the time we enter into an agreement for our initial business combination (including the Business Combination Agreement), we will

not know how many stockholders may exercise their redemption rights, and therefore will need to structure the transaction based

on our expectations as to the number of shares that will be submitted for redemption.

If our initial business combination agreement

requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount

of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for

third party financing.

In addition, if a larger number of shares are submitted for redemption than we initially expected, we may

need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing.

Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than

desirable levels.

Furthermore, this dilution would increase to the extent that the anti-dilution provision of the Class B common

stock result in the issuance of Class A shares on a greater than one-to-one basis upon conversion of the Class B common stock

at the time of our business combination.

The above considerations may limit our ability to complete the most desirable business

combination available to us or optimize our capital structure.

The amount of the deferred underwriting commissions payable to

the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination.

per-share amount we will distribute to stockholders who properly exercise their redemption rights will not be reduced by the deferred

underwriting commission and after such redemptions, the per-share value of shares held by non-redeeming stockholders will reflect

our obligation to pay the deferred underwriting commissions.

ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the

probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order

to redeem your stock.

our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price,

or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful

is increased.

If our initial business combination is unsuccessful, you would not receive your pro rata portion of the trust account

until we liquidate the trust account.

If you are in need of immediate liquidity, you could attempt to sell your stock in the open

however, at such time our stock may trade at a discount to the pro rata amount per share in the trust account.

situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption

until we liquidate or you are able to sell your stock in the open market.

requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses

leverage over us in negotiating an initial business combination and may decrease our ability to conduct due diligence on potential

business combination targets as we approach our dissolution deadline, which could undermine our ability to complete our initial

business combination on terms that would produce value for our stockholders.

potential target business with which we enter into negotiations concerning an initial business combination will be aware that

we must complete our initial business combination by September 19, 2021.

Consequently, such target business may obtain leverage

over us in negotiating an initial business combination, knowing that if we do not complete our initial business combination with

that particular target business, we may be unable to complete our initial business combination with any target business.

risk will increase as we get closer to the timeframe described above.

In addition, we may have limited time to conduct due diligence

and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all

operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public

stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire

amended and restated certificate of incorporation provides that we must complete our initial business combination by September

We may not be able to complete the AvePoint Business Combination or find another suitable target business and complete

our initial business combination by such date.

If we have not completed our initial business combination by such date, 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.

In such case, our public stockholders may only receive $10.00 per share, and our warrants will expire

In certain circumstances, our public stockholders may receive less than $10.00 per share on the redemption of their

we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors and their affiliates

may elect to purchase shares or warrants from public stockholders, which may influence a vote on a proposed initial business combination

and reduce the public “float”

of our Class A common stock.

we seek stockholder approval of our initial business combination (such as the AvePoint Business Combination) and we do not conduct

redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, officers,

advisors or their affiliates may purchase shares or public warrants or a combination thereof in privately negotiated transactions

or in the open market either prior to or following the completion of our initial business combination, although they are under

no obligation to do so.

However, they have no current commitments, plans or intentions to engage in such transactions and have

not formulated any terms or conditions for any such transactions.

None of the funds in the trust account will be used to purchase

shares or public warrants in such transactions.

a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares is

no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

In the event that our sponsor,

directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders

who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior

elections to redeem their shares.

The purpose of such purchases 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.

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 warrant holders 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.

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.

addition, if such purchases are made, the public “float”

of our Class A common stock or public warrants and the number

of beneficial holders of our securities may be reduced, possibly making it difficult to maintain the quotation, listing or trading

of our securities on a national securities exchange.

a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination,

or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial

business combination.

Despite our compliance with these rules, if a stockholder fails to receive our tender offer or proxy materials,

as applicable, such stockholder may not become aware of the opportunity to redeem its shares.

In addition, proxy materials or

tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business

combination will describe the various procedures that must be complied with in order to validly tender or redeem public shares.

For example, we may require our public stockholders seeking to exercise their redemption rights, whether they are record holders

or hold their shares in “street name,”

to either tender their certificates to our transfer agent prior to the date

set forth in the tender offer documents mailed to such holders, or up to two business days prior to the vote on the proposal to

approve the initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer

agent electronically.

In the event that a stockholder fails to comply with these or any other procedures, its shares may not be

we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer

rules, and if you or a “group”

of stockholders are deemed to hold 15% or more of our Class A common stock, you will

lose the ability to redeem all such shares in excess of 15% of our Class A common stock.

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 an aggregate of 15% or more of the shares sold in our initial public offering without our prior consent,

which we refer to as the “Excess Shares.”

However, we would not be restricting our stockholders’

vote all of their shares (including Excess Shares) for or against our initial business combination.

Your inability to redeem the

Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a

material loss on your investment in us if you sell Excess Shares in open market transactions.

Additionally, you will not receive

redemption distributions with respect to the Excess Shares if we complete our initial business combination.

And as a result, you

will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your

stock in open market transactions, potentially at a loss.

of our limited resources and the significant competition for business combination opportunities, it may be more difficult for

us to complete our initial business combination.

If we are unable to complete our initial business combination, our public stockholders

may receive only approximately $10.00 per share on our redemption of our public shares, or less than such amount in certain circumstances,

and our warrants will expire worthless.

have encountered and expect to continue to encounter intense competition from other entities having a business objective similar

to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other

entities competing for the types of businesses we intend to acquire.

Many of these individuals and entities are well-established

and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or

providing services to various industries.

Many of these competitors possess greater technical, human and other resources or more

industry knowledge than we do, and our financial resources are relatively limited when contrasted with those of many of these

While we believe there are numerous target businesses we could potentially acquire with the net proceeds of our initial

public offering and the sale of the placement units, our ability to compete with respect to the acquisition of certain target

businesses that are sizable is limited by our available financial resources.

This inherent competitive limitation gives others

an advantage in pursuing the acquisition of certain target businesses.

Furthermore, because we are obligated to pay cash for the

shares of Class A common stock which our public stockholders redeem in connection with our initial business combination, target

companies will be aware that this may reduce the resources available to us for our initial business combination.

This may place

us at a competitive disadvantage in successfully negotiating an initial business combination.

If we are unable to complete our

initial business combination, our public stockholders may receive only approximately $10.00 per share on the liquidation of our

trust account and our warrants will expire worthless.

In certain circumstances, our public stockholders may receive less than

$10.00 per share upon our liquidation.

the net proceeds of our initial public offering and the sale of the placement units not being held in the trust account are insufficient

to allow us to operate until September 19, 2021, we may be unable to complete our initial business combination, in which case

our public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants

will expire worthless.

funds available to us outside of the trust account may not be sufficient to allow us to operate until September 19, 2021, assuming

that our initial business combination is not completed during that time.

We believe that the funds available to us outside of

the trust account as of December 31, 2020 of $197,628 are sufficient to allow us to operate until September 19, 2021;

we cannot assure you that our estimate is accurate.

If we are unable to complete our initial business combination, our public

stockholders may receive only approximately $10.00 per share on the liquidation of our trust account and our warrants will expire

In certain circumstances, our public stockholders may receive less than $10.00 per share upon our liquidation.

the net proceeds of our initial public offering and the sale of the placement units not being held in the trust account are insufficient,

it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination

and we will depend on loans from our sponsor or management team to fund our search for an initial business combination, to pay

our taxes and to complete our initial business combination.

If we are unable to obtain these loans, we may be unable to complete

our initial business combination.

the net proceeds of our initial public offering and the sale of the placement units, only approximately $197,628 (as of December

31, 2020) will be available to us outside the trust account to fund our working capital requirements.

If we are required to seek

additional capital, we would need to borrow funds from our sponsor, management team or other third parties to operate in addition

to the $0 loans outstanding as of December 31, 2020 or may be forced to liquidate.

None of our sponsor, members of our management

team nor any of their affiliates is under any obligation to advance additional funds to us in such circumstances.

Any such additional

advances would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial

business combination.

Up to $1,500,000 of such loans may be convertible into units, at a price of $10.00 per unit at the option

of the lender, upon consummation of our initial business combination.

The units would be identical to the placement units.

to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an

affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any

and all rights to seek access to funds in our trust account.

If we are unable to obtain these loans, we may be unable to complete

our initial business combination.

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.

Consequently, our public stockholders

may only receive approximately $10.00 per share on our redemption of our public shares, and our warrants will expire worthless.

In certain circumstances, our public stockholders may receive less than $10.00 per share on the redemption of their shares.

to the completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and

impairment or other charges that could have a significant negative effect on our financial condition, results of operations and

our stock price, which could cause you to lose some or all of your investment.

if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will

surface all material issues that may be present inside a particular target business, that it would be possible to uncover all

material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our

control will not later arise.

As a result of these factors, we may be forced to later write-down or write-off assets, restructure

our operations, or incur impairment or other charges that could result in our reporting losses.

Even if our due diligence successfully

identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with

our preliminary risk analysis.

Although these charges may be non-cash items and not have an immediate impact on our liquidity,

the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities.

addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of

assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing to partially finance the initial

business combination.

Accordingly, any stockholders who choose to remain stockholders following the initial business combination

could suffer a reduction in the value of their shares.

Such stockholders are unlikely to have a remedy for such reduction in value

unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of

care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that

the proxy solicitation or tender offer materials, as applicable, relating to the initial business combination constituted an actionable

material misstatement or omission.

grant of registration rights to our initial stockholders, as well as sellers and investors in connection with our initial business

combination, may make it more difficult to complete our initial business combination, and the future exercise of such rights may

adversely affect the market price of our Class A common stock.

to an agreement entered into concurrently with the issuance and sale of the securities in our initial public offering, our initial

stockholders and their permitted transferees can demand that we register the placement warrants, the shares of Class A common

stock issuable upon exercise of the placement warrants, the shares of Class A common stock issuable upon conversion of the

founder shares, the shares of Class A common stock included in the placement units and holders of unit that may be issued upon

conversion of working capital loans may demand that we register such Class A common stock, warrants or the Class A common stock

issuable upon exercise of such units and warrants.

In connection with the closing of the AvePoint Business Combination, that agreement

will be amended and restated, and the combined company, our sponsor, Cantor and certain stockholders of the combined company will

enter into an amended and restated registration rights agreement (the “Registration Rights Agreement”), pursuant to

which the combined company will agree that, within 15 business days after the closing of the AvePoint Business Combination, the

combined company will be required to file a resale registration statement, which registers for resale certain securities of the

combined company held by our sponsor, the subscribers in the Private Placements and holders of our warrants.

The combined company

will be required to use commercially reasonable efforts to have such resale registration statement declared effective as soon

as practicable after the filing thereof.

Additionally, each of (i) certain entities affiliated with Sixth Street and (ii) the

other Key Company Stockholders (as defined in the AvePoint Business Combination Agreement), may demand registration of their registrable

securities by the combined company up to twice a year.

Each such group of demanding holders may request to sell all or any portion

of their registrable securities in an underwritten offering as long as the total offering price is expected to exceed, in the

aggregate, $10 million.

Parties subject to the Registration Rights Agreement will be entitled to unlimited piggyback registration

will bear the cost of registering these securities.

The registration and availability of such a significant number of securities

for trading in the public market may have an adverse effect on the market price of our Class A common stock.

we are neither limited to evaluating a target business in a particular industry sector, you will be unable to ascertain the merits

or risks of any particular target business’s operations.

will seek to complete an initial business combination with companies in the technology industry but may also pursue other business

combination opportunities, except that we are not, under our amended and restated certificate of incorporation, permitted to effectuate

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

Because we have

not yet selected or approached any specific target business with respect to a business combination, there is no basis to evaluate

the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity,

financial condition or prospects.

To the extent we complete our initial business combination, we may be affected by numerous risks

inherent in the business operations with which we combine.

For example, if we combine with a financially unstable business or

an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations

of a financially unstable or a development stage entity.

Although our officers and directors will endeavor to evaluate the risks

inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant

risk factors or that we will have adequate time to complete due diligence.

Furthermore, some of these risks may be outside of

our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.

We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct

investment, if such opportunity were available, in a business combination target.

Accordingly, any stockholders who choose to

remain stockholders following our initial business combination could suffer a reduction in the value of their securities.

stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction

was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able

to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable,

relating to the business combination contained an actionable material misstatement or material omission.

the AvePoint Business Combination is not consummated, we may seek business combination opportunities in industries or sectors

which may or may not be outside of our management’s area of expertise.

of the date of this Report, we have been focusing on business combination opportunities with software and internet technology

Even if the AvePoint Business Combination is not consummated, we intend to continue to focus on identifying business

combination opportunities with software and internet technology companies.

However, we will consider an initial business combination

outside of our management’s area of expertise if an initial business combination candidate is presented to us and we determine

that such candidate offers an attractive business combination opportunity for our company or we are unable to identify a suitable

candidate in this sector after having expanded a reasonable amount of time and effort in an attempt to do so.

Although our management

will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will

adequately ascertain or assess all of the significant risk factors, especially risks in connection with target businesses in industries

outside of our management’s area of expertise.

We also cannot assure you that an investment in our securities will not ultimately

prove to be less favorable to investors than a direct investment, if an opportunity were available, in an initial business combination

the event we elect to pursue a business combination outside of the areas of our management’s expertise, our management’s

expertise may not be directly applicable to its evaluation or operation, and the information contained herein regarding the areas

of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire.

our management may not be able to adequately ascertain or assess all of the significant risk factors.

Accordingly, any stockholders

who choose to remain stockholders following our initial business combination could suffer a reduction in the value of their shares.

Such stockholders are unlikely to have a remedy for such reduction in value.

we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses,

we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result,

the target business with which we enter into our initial business combination may not have attributes entirely consistent with

our general criteria and guidelines.

we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target

business, such as AvePoint, with which we enter into our initial business combination will not have all of these attributes.

we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination

may not be as successful as a combination with a business that does meet all of our general criteria and guidelines.

if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater

number of stockholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition

with a target business that requires us to have a minimum net worth or a certain amount of cash.

In addition, if stockholder approval

of the transaction is required by law, or we decide to obtain stockholder approval for business or other legal reasons, it may

be more difficult for us to attain stockholder approval of our initial business combination if the target business does not meet

our general criteria and guidelines.

If we are unable to complete our initial business combination, our public stockholders may

receive only approximately $10.00 per share on the liquidation of our trust account and our warrants will expire worthless.

certain circumstances, our public stockholders may receive less than $10.00 per share on the redemption of their shares.

may seek business combination opportunities with a financially unstable business or an entity lacking an established record of

revenue, cash flow or earnings, which could subject us to volatile revenues, cash flows or earnings or difficulty in retaining

key personnel.

the extent we complete our initial business combination with a financially unstable business or an entity lacking an established

record of revenues or earnings, we may be affected by numerous risks inherent in the operations of the business with which we

These risks include volatile revenues or earnings and difficulties in obtaining and retaining key personnel.

our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may not be able to

properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete due diligence.

Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that

those risks will adversely impact a target business.

are not required to obtain a fairness opinion and consequently, you may have no assurance from an independent source that the

price we are paying for the business is fair to our company from a financial point of view.

we complete our initial business combination with an affiliated entity or our board cannot independently determine the fair market

value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm

or another independent entity that commonly renders valuation opinions that the price we are paying is fair to our company from

a financial point of view.

If no opinion is obtained, our stockholders will be relying on the judgment of our board of directors,

who will determine fair market value based on standards generally accepted by the financial community.

Such standards used will

be disclosed in our proxy materials or tender offer documents, as applicable, related to our initial business combination.

may issue additional common stock or preferred stock to complete our initial business combination or under an employee incentive

plan after completion of our initial business combination.

We may also issue shares of Class A common stock upon the conversion

of the Class B common stock at a ratio greater than one-to-one at the time of our initial business combination as a result of

the anti-dilution provisions contained in our amended and restated certificate of incorporation.

Any such issuances would dilute

the interest of our stockholders and likely present other risks.

amended and restated certificate of incorporation authorizes the issuance of up to 100,000,000 shares of Class A common stock,

par value $0.0001 per share, 10,000,000 shares of Class B common stock, par value $0.0001 per share, and 1,000,000 shares of preferred

stock, par value $0.0001 per share.

As of December 31, 2020, there are 46,285,000 and 1,250,000 authorized but unissued shares

of Class A common stock and Class B common stock, respectively, available for issuance, which amount takes into account the shares

of Class A common stock reserved for issuance upon exercise of outstanding warrants but not the shares of Class A common stock

issuable upon conversion of Class B common stock.

There are currently no shares of preferred stock issued and outstanding.

of Class B common stock are convertible into shares of our Class A common stock initially at a one-for-one ratio but subject

to adjustment as set forth herein, including in certain circumstances in which we issue Class A common stock or equity-linked

securities related to our initial business combination.

may issue a substantial number of additional shares of common or preferred stock to complete our initial business combination

or under an employee incentive plan after completion of our initial business combination (although our amended and restated certificate

of incorporation provides that we may not issue securities that can vote with common stockholders on matters related to our pre-initial

business combination activity).

We may also issue shares of Class A common stock upon conversion of the Class B common stock at

a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained

in our amended and restated certificate of incorporation.

However, our amended and restated certificate of incorporation provides,

among other things, that prior to our initial business combination, we may not issue additional shares of capital stock that would

entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination.

provisions of our amended and restated certificate of incorporation, like all provisions of our amended and restated certificate

of incorporation, may be amended with the approval of our stockholders.

However, our executive officers, directors and director

nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to 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, unless we provide our public stockholders with the opportunity to redeem their shares of 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 (which interest shall be net of taxes payable), divided by the number of then outstanding public shares.

issuance of additional shares of common or preferred stock:

significantly dilute the equity interest of investors;

subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common

cause a change of control if a substantial number of shares of our common stock are issued, which may affect, among other

things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of

our present officers and directors;

adversely affect prevailing market prices for our units, Class A common stock and/or warrants.

could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent

attempts to locate and acquire or merge with another business.

If we are unable to complete our initial business combination,

our public stockholders may receive only approximately $10.00 per share, or less than such amount in certain circumstances, on

the liquidation of our trust account and our warrants will expire worthless.

anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements,

disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants,

attorneys, consultants and others.

If we decide not to complete a specific initial business combination, the costs incurred up

to that point for the proposed transaction likely would not be recoverable.

Furthermore, if we reach an agreement relating to

a specific target business, we may fail to complete our initial business combination for any number of reasons including those

beyond our control.

Any such event will result in a loss to us of the related costs incurred which could materially adversely

affect subsequent attempts to locate and acquire or merge with another business.

If we are unable to complete our initial business

combination, our public stockholders may receive only approximately $10.00 per share on the liquidation of our trust account and

our warrants will expire worthless.

In certain circumstances, our public stockholders may receive less than $10.00 per share on

the redemption of their shares.

ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon

the efforts of our key personnel, some of whom may join us following our initial business combination.

The loss of key personnel

could negatively impact the operations and profitability of our post-combination business.

ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel.

our key personnel in the target business, however, may not presently be ascertained.

Although some of our key personnel may remain

with the target business in senior management positions, directorships, or advisory roles following our initial business combination,

it is likely that some or all of the management of the target business will remain in place.

While we intend to closely scrutinize

any individuals we employ after our initial business combination, we cannot assure you that our assessment of these individuals

will prove to be correct.

These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC,

which could cause us to have to expend time and resources helping them become familiar with such requirements.

In addition, the

officers and directors of an initial business combination candidate may resign upon completion of our initial business combination.

The departure of an initial business combination target’s key personnel could negatively impact the operations and profitability

of our post-combination business.

The role of an initial business combination candidate’s key personnel upon the completion

of our initial business combination cannot be ascertained at this time.

Although we contemplate that certain members of an initial

business combination candidate’s management team will remain associated with the initial business combination candidate

following our initial business combination, it is possible that members of the management of an initial business combination candidate

will not wish to remain in place.

The loss of key personnel could negatively impact the operations and profitability of our post-combination

key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business

These agreements may provide for them to receive compensation following our initial business combination and as a

result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.

key personnel may be able to remain with the company after the completion of our initial business combination only if they are

able to negotiate employment or consulting agreements in connection with the initial business combination.

Such negotiations would

take place simultaneously with the negotiation of the initial business combination and could provide for such individuals to receive

compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the

initial business combination.

The personal and financial interests of such individuals may influence their motivation in identifying

and selecting a target business.

However, we believe the ability of such individuals to remain with us after the completion of

our initial business combination will not be the determining factor in our decision as to whether or not we will proceed with

any potential business combination.

There is no certainty, however, that any of our key personnel will remain with us after the

completion of our initial business combination.

We cannot assure you that any of our key personnel will remain in senior management

or advisory positions with us.

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

time of our initial business combination.

may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial

business combination with a target business whose management may not have the skills, qualifications or abilities to manage a

public company, which could, in turn, negatively impact the value of our stockholders’

investment in us.

evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess

the target business’s management may be limited due to a lack of time, resources or information.

Our assessment of the capabilities

of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications

or abilities we suspected.

Should the target’s management not possess the skills, qualifications or abilities necessary

to manage a public company, the operations and profitability of the post-combination business may be negatively impacted.

any stockholders who choose to remain stockholders following the initial business combination could suffer a reduction in the

value of their shares.

Such stockholders are unlikely to have a remedy for such reduction in value.

officers and directors allocate their time to other businesses thereby causing conflicts of interest in their determination as

to how much time to devote to our affairs.

This conflict of interest could have a negative impact on our ability to complete our

initial business combination.

officers and directors are not required to, and do not, commit their full time to our affairs, which may result in a conflict

of interest in allocating their time between our operations and our search for an initial business combination and their other

We do not intend to have any full-time employees prior to the completion of our initial business combination.

of our officers is engaged in other business endeavors for which he may be entitled to substantial compensation and our officers

are not obligated to contribute any specific number of hours per week to our affairs.

Our independent directors may also serve

as officers or board members for other entities.

If our officers’

and directors’

other business affairs require them

to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability

to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination.

of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business

activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their

time and determining to which entity a particular business opportunity should be presented.

we consummate our initial business combination, we will continue to engage in the business of identifying and combining with one

or more businesses.

Our sponsor and officers and directors are, and may in the future become, affiliated with entities (such as

operating companies or investment vehicles) that are engaged in a similar business, although they may not become an officer or

director of, any other special purpose acquisition companies with a class of securities registered under the Exchange Act until

we have entered into a definitive agreement regarding our initial business combination or we have liquidated the trust account.

officers and directors also may become aware of business opportunities which may be appropriate for presentation to us and the

other entities to which they owe certain fiduciary or contractual duties.

they may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation

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, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with

our interests.

have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct

or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which

we are a party or have an interest.

In fact, we may enter into an initial business combination with a target business that is

affiliated with our sponsor, our directors or officers, although we do not intend to do so.

We do not have a policy that expressly

prohibits any such persons from engaging for their own account in business activities of the types conducted by us.

such persons or entities may have a conflict between their interests and ours.

may engage in an initial business combination with one or more target businesses that have relationships with entities that may

be affiliated with our sponsor, officers, directors or existing holders which may raise potential conflicts of interest.

light of the involvement of our sponsor, officers and directors with other entities, we may decide to acquire one or more businesses

affiliated with our sponsor, officers or directors.

Our directors also serve as officers and board members for other entities.

Such entities may compete with us for business combination opportunities.

Despite our agreement to obtain an opinion from an independent

investment banking firm that is a member of FINRA or another independent entity that commonly renders valuation opinions, regarding

the fairness to our stockholders from a financial point of view of an initial business combination with one or more businesses

affiliated with our officers, directors or existing holders, potential conflicts of interest still may exist and, as a result,

the terms of the initial business combination may not be as advantageous to our public stockholders as they would be absent any

conflicts of interest.

our sponsor, officers and directors will lose their entire investment in us if our initial business combination is not completed,

a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial

business combination.

June 2019, our sponsor purchased an aggregate of 7,187,500 founder shares for an aggregate purchase price of $25,000, or approximately

$0.004 per share.

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

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

Because the underwriters of our initial public offering did not exercise their over-allotment option in full, 18,750 of such shares

were forfeited in September 2019.

The founder shares will be worthless if we do not complete an initial business combination.

sponsor and Cantor purchased an aggregate of 810,000 placement units at a price of $10.00 per unit (657,500 placement units by

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

Each placement unit consists

of one share of Class A common stock and one-half of one warrant.

Each whole warrant is exercisable to purchase one whole share

of common stock at $11.50 per share.

These securities will also be worthless if we do not complete an initial business combination.

Holders of founder shares have agreed (A) to vote any shares owned by them in favor of any proposed initial business combination

and (B) not to redeem any founder shares in connection with a stockholder vote to approve a proposed initial business combination.

In addition, we may obtain loans from our sponsor, affiliates of our sponsor or an officer or director.

personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target

business combination, completing an initial business combination and influencing the operation of the business following the initial

business combination.

may issue notes or other debt securities, or otherwise incur substantial debt, to complete an initial business combination, which

may adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders’

we have no commitments as of the date of this Report to issue any notes or other debt securities, or to otherwise incur outstanding

debt, we may choose to incur substantial debt to complete our initial business combination.

We have agreed that we will not incur

any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to

the monies held in the trust account.

As such, no issuance of debt will affect the per-share amount available for redemption from

the trust account.

Nevertheless, the incurrence of debt could have a variety of negative effects, including:

and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our

debt obligations;

of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain

covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain

such financing while the debt security is outstanding;

inability to pay dividends on our common stock;

a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for

dividends on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund

other general corporate purposes;

on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government

on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and

execution of our strategy;

disadvantages compared to our competitors who have less debt.

may only be able to complete one business combination with the proceeds of our initial public offering, the sale of the placement

units, which will cause us to be solely dependent on a single business which may have a limited number of services and limited

operating activities.

This lack of diversification may negatively impact our operating results and profitability.

the net proceeds from our initial public offering and the sale of the placement units, $351,809,163 is available to complete our

initial business combination and pay related fees and expenses (which includes up to $13,150,000 for the payment of deferred underwriting

commissions).

In addition, in connection with the AvePoint Business Combination, we entered into subscription agreements with

certain accredited investors, pursuant to which we have agreed to issue and sell to such investors an aggregate of 14,000,000

shares of our common stock at a price of $10.00 per share in a private placement transaction.

may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or

within a short period of time.

However, we may not be able to effectuate our initial business combination with more than one target

business because of various factors, including the existence of complex accounting issues and the requirement that we prepare

and file pro forma financial statements with the SEC that present operating results and the financial condition of several target

businesses as if they had been operated on a combined basis.

By completing our initial business combination with only a single

entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments.

would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike

other entities which may have the resources to complete several business combinations in different industries or different areas

of a single industry.

In addition, we intend to focus our search for an initial business combination in a single industry.

the prospects for our success may be:

dependent upon the performance of a single business, property or asset, or

upon the development or market acceptance of a single or limited number of products, processes or services.

lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a

substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.

may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to

complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations

and profitability.

we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers

to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which

may make it more difficult for us, and delay our ability, to complete our initial business combination.

We do not, however, intend

to purchase multiple businesses in unrelated industries in conjunction with our initial business combination.

With multiple business

combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations

and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation

of the operations and services or products of the acquired companies in a single operating business.

If we are unable to adequately

address these risks, it could negatively impact our profitability and results of operations.

may attempt to complete our initial business combination with a private company about which little information is available, which

may result in an initial business combination with a company that is not as profitable as we suspected, if at all.

pursuing our initial business combination strategy, we may seek to effectuate our initial business combination with a privately

held company.

Very little public information generally exists about private companies, and we could be required to make our decision

on whether to pursue a potential initial business combination on the basis of limited information, which may result in an initial

business combination with a company that is not as profitable as we suspected, if at all.

management may not be able to maintain control of a target business after our initial business combination.

may structure an initial business combination so that the post-transaction company in which our public stockholders own shares

will own less than 100% of the equity interests or assets of a target business, but we will only complete such 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 us not to be required to register as an investment company under the Investment

We will not consider any transaction that does not meet such criteria.

Even if the post-transaction company owns

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 business combination company, depending on valuations ascribed to the target and us in the

initial business combination.

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

of Class A common stock in exchange for all of the outstanding capital stock of a target.

In this case, we would acquire a 100%

interest in the target.

However, as a result of the issuance of a substantial number of new shares of common stock, our stockholders

immediately prior to such transaction could own less than a majority of our outstanding shares of common stock subsequent to such

In addition, other minority stockholders may subsequently combine their holdings resulting in a single person or

group obtaining a larger share of the company’s stock than we initially acquired.

Accordingly, this may make it more likely

that our management will not be able to maintain our control of the target business.

We cannot provide assurance that, upon loss

of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate

such business.

do not have a specified maximum redemption threshold.

The absence of such a redemption threshold may make it possible for us to

complete an initial business combination with which a substantial majority of our stockholders do not agree.

amended and restated certificate of incorporation does not provide a specified maximum redemption threshold, except 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

(such 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.

As a result, we may be able to complete

our initial business combination even if a substantial majority of our public stockholders do not agree with the transaction and

have redeemed their shares or, if we seek stockholder approval of our initial business combination and do not conduct redemptions

in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated

agreements to sell their shares to our sponsor, officers, directors, advisors or their affiliates.

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, all

shares of Class A common stock submitted for redemption will be returned to the holders thereof, and we instead may search for

an alternate business combination.

order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions

of their charters and other governing instruments, including their warrant agreements.

We cannot assure you that we will not seek

to amend our amended and restated certificate of incorporation or governing instruments in a manner that will make it easier for

us to complete our initial business combination that our stockholders may not support.

order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions

of their charters and modified governing instruments, including their warrant agreements.

For example, blank check companies have

amended the definition of business combination, increased redemption thresholds and extended the time to consummate an initial

business combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged

for cash and/or other securities.

Amending our amended and restated certificate of incorporation will require the approval of

holders of 65% of our common stock, and amending our warrant agreement will require a vote of holders of at least a majority of

the public warrants (which may include public warrants acquired by our sponsor or its affiliates in our initial public offering

or thereafter in the open market).

In addition, our amended and restated certificate of incorporation requires us to provide our

public stockholders with the opportunity to redeem their public shares for cash if we propose an amendment to 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.

provisions of our amended and restated certificate of incorporation that relate to our pre-business combination activity (and

corresponding provisions of the agreement governing the release of funds from our trust account), including an amendment to permit

us to withdraw funds from the trust account such that the per share amount investors will receive upon any redemption or liquidation

is substantially reduced or eliminated, may be amended with the approval of holders of 65% of our common stock, which is a lower

amendment threshold than that of some other blank check companies.

It may be easier for us, therefore, to amend our amended and

restated certificate of incorporation and the trust agreement to facilitate the completion of an initial business combination

that some of our stockholders may not support.

amended and restated certificate of incorporation provides that any of its provisions related to pre-initial business combination

activity (including the requirement to deposit proceeds of our initial public offering and the private placement of warrants into

the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders

as described herein and including to permit us to withdraw funds from the trust account such that the per share amount investors

will receive upon any redemption or liquidation is substantially reduced or eliminated) may be amended if approved by holders

of 65% of our common stock entitled to vote thereon, and corresponding provisions of the trust agreement governing the release

of funds from our trust account may be amended if approved by holders of 65% of our common stock entitled to vote thereon.

all other instances, our amended and restated certificate of incorporation may be amended by holders of a majority of our outstanding

common stock entitled to vote thereon, subject to applicable provisions of the DGCL or applicable stock exchange rules.

not issue additional securities that can vote on amendments to our amended and restated certificate of incorporation.

stockholders, who will collectively beneficially own approximately 21.5% of our common stock, will participate in any vote to

amend our amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote in any

manner they choose.

As a result, we may be able to amend the provisions of our amended and restated certificate of incorporation

which govern our pre-initial business combination behavior more easily than some other blank check companies, and this may increase

our ability to complete an initial business combination with which you do not agree.

Our stockholders may pursue remedies against

us for any breach of our amended and restated certificate of incorporation.

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, net of taxes payable, divided by the number of then outstanding public shares.

These agreements

are contained in a letter agreement that we have entered into with our sponsor, officers and directors.

Our stockholders are not

parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against

our sponsor, officers or directors for any breach of these agreements.

As a result, in the event of a breach, our stockholders

would need to pursue a stockholder derivative action, subject to applicable law.

may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth

of a target business, which could compel us to restructure or abandon a particular business combination.

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.

As a result, we may be required to seek additional financing to complete such proposed initial business combination.

We cannot assure you that such financing will be available on acceptable terms, if at all.

To the extent that additional financing

proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure

the transaction or abandon that particular business combination and seek an alternative target business candidate.

amount of additional financing we may be required to obtain could increase as a result of future growth capital needs for any

particular transaction, the depletion of the available net proceeds in search of a target business, the obligation to repurchase

for cash a significant number of shares from stockholders who elect redemption in connection with our initial business combination

and/or the terms of negotiated transactions to purchase shares in connection with our initial business combination.

unable to complete our initial business combination, our public stockholders may receive only approximately $10.00 per share plus

any pro rata interest earned on the funds held in the trust account and not previously released to us to pay our taxes on the

liquidation of our trust account and our warrants will expire worthless.

In addition, even if we do not need additional financing

to complete our initial business combination, we may require such financing to fund the operations or growth of the target business.

The failure to secure additional financing could have a material adverse effect on the continued development or growth of the

target business.

None of our officers, directors or stockholders is required to provide any financing to us in connection with

or after our initial business combination.

If we are unable to complete our initial business combination, our public stockholders

may only receive approximately $10.00 per share on the liquidation of our trust account, and our warrants will expire worthless.

sponsor paid an aggregate of $25,000 for the founder shares, or approximately $0.003 per founder share.

As a result of this low

initial price, our sponsor, its affiliates and our management team and advisors stand to make a substantial profit even if an

initial business combination subsequently declines in value or is unprofitable for our public stockholders.

a result of the low acquisition cost of our founder shares, our sponsor, its affiliates and our management team and advisors could

make a substantial profit even if we select and consummate an initial business combination with an acquisition target that subsequently

declines in value or is unprofitable for our public stockholders.

Thus, such parties may have more of an economic incentive for

us to enter into an initial business combination with a riskier, weaker-performing or financially unstable business, or an entity

lacking an established record of revenues or earnings, than would be the case if such parties had paid the full offering price

for their founder shares.

many other similarly structured blank check companies, our initial stockholders will receive additional shares of Class A common

stock if we issue shares to consummate an initial business combination.

founder shares will automatically convert into Class A common stock at the time of our initial business combination, on a one-for-one

basis, subject to adjustment as provided herein.

In the case that additional shares of Class A common stock, or equity-linked

securities convertible or exercisable for Class A common stock, are issued or deemed issued in excess of the amounts offered in

our initial public offering and related to the closing of the initial business combination, the ratio at which founder shares

shall convert into Class A common stock will be adjusted so that the number of Class A common stock issuable upon conversion of

all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of all outstanding shares of

common stock upon completion of the initial business combination, excluding the placement shares and any shares or equity-linked

securities issued, or to be issued, to any seller in the business combination and any private placement-equivalent warrants issued

to our sponsor or its affiliates upon conversion of loans made to us.

This is different from most other similarly structured blank

check companies in which the initial stockholder will only be issued an aggregate of 20% of the total number of shares to be outstanding

prior to the initial business combination.

Additionally, the aforementioned adjustment will not take into account any shares of

Class A common stock redeemed in connection with the business combination.

Accordingly, the holders of the founder shares could

receive additional shares of Class A common stock even if the additional shares of Class A common stock, or equity-linked securities

convertible or exercisable for Class A common stock, are issued or deemed issued solely to replace those shares that were redeemed

in connection with the business combination.

The foregoing may make it more difficult and expensive for us to consummate an initial

business combination.

warrants and founder shares may have an adverse effect on the market price of our Class A common stock and make it more difficult

to effectuate our initial business combination.

issued warrants to purchase 17,500,000 shares of our Class A common stock as part of the units offered in our initial public offering

and, simultaneously with the closing of our initial public offering, we issued an aggregate of 405,000 placement warrants.

initial stockholders currently own an aggregate of 8,750,000 founder shares.

The founder shares are convertible into shares of

Class A common stock on a one-for-one basis, subject to adjustment as set forth herein.

In addition, if our sponsor makes any

working capital loans, up to $1,500,000 of such loans may be convertible into units, at a price of $10.00 per unit at the option

of the lender, upon consummation of our initial business combination.

The units would be identical to the placement units.

the extent we issue shares of Class A common stock to effectuate an initial business combination, the potential for the issuance

of a substantial number of additional shares of Class A common stock upon exercise of these warrants and conversion rights could

make us a less attractive business combination vehicle to a target business.

Any such issuance will increase the number of issued

and outstanding shares of our Class A common stock and reduce the value of the shares of Class A common stock issued to complete

the initial business combination.

Therefore, our warrants and founder shares may make it more difficult to effectuate an initial

business combination or increase the cost of acquiring the target business.

placement warrants included in the placement units are identical to the warrants sold as part of the units in our initial public

offering except that, so long as they are held by our sponsor or its permitted transferees, (i) they will not be redeemable by

us, (ii) they (including the Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited

exceptions, be transferred, assigned or sold by our sponsor until 30 days after the completion of our initial business combination

and (iii) they may be exercised by the holders on a cashless basis.

each unit contains one-half of one redeemable warrant and only a whole warrant may be exercised, the units may be worth less than

units of other blank check companies.

unit contains one-half of one redeemable warrant.

No fractional warrants will be issued upon separation of the units and only

whole warrants will trade.

Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole

This is different from other offerings similar to ours whose units include one share of common stock and one warrant

to purchase one whole share.

We have established the components of the units in this way in order to reduce the dilutive effect

of the warrants upon completion of an initial business combination since the warrants will be exercisable in the aggregate for

one half of the number of shares compared to units that each contain a warrant to purchase one whole share, thus making us, we

believe, a more attractive merger partner for target businesses.

Nevertheless, this unit structure may cause our units to be worth

less than if they included a warrant to purchase one whole share.

provision of our warrant agreement may make it more difficult for use to consummate an initial business combination.

most blank check companies, if

issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with

the closing of our initial business combination at a Newly Issued Price of less than $9.20 per share;

aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available

for the funding of our initial business combination on the date of the consummation of our initial business combination (net

of redemptions), and

Market Value is below $9.20 per share,

the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued

Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher

of the Market Value and the Newly Issued Price.

This may make it more difficult for us to consummate an initial business combination

with a target business.

we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous

initial business combination with some prospective target businesses.

federal proxy rules require that a proxy statement with respect to a vote on an initial business combination meeting certain financial

significance tests include historical and/or pro forma financial statement disclosure in periodic reports.

We will include the

same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the

tender offer rules.

These financial statements may be required to be prepared in accordance with, or be reconciled to, GAAP, or

international financial reporting standards as issued by the IFRS, depending on the circumstances and the historical financial

statements may be required to be audited in accordance with the standards of the PCAOB.

These financial statements may also be

required to be prepared in accordance with GAAP in connection with our current report on Form 8-K announcing the closing of our

initial business combination within four business days following such closing.

These financial statement requirements may limit

the pool of potential target businesses we may acquire because some targets may be unable to provide such financial 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.

obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require

substantial financial and management resources, and increase the time and costs of completing an initial business combination.

404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with this Report.

Since we are not deemed to be a large accelerated filer or an accelerated filer based on such evaluation, will we not be required

to comply with the independent registered public accounting firm attestation requirement on our internal control over financial

Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent

registered public accounting firm attestation requirement on our internal control over financial reporting.

The fact that we are

a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared

to other public companies because a target company with which we seek to complete our initial business combination may not be

in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls.

The development of the

internal control 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.

we effect our initial business combination with a company with operations or opportunities outside of the United States, we would

be subject to a variety of additional risks that may negatively impact our operations.

we effect our initial business combination with a company with operations or opportunities outside of the United States, we would

be subject to any special considerations or risks associated with companies operating in an international setting, including any

of the following:

costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal

requirements of overseas markets;

and regulations regarding currency redemption;

corporate withholding taxes on individuals;

governing the manner in which future business combinations may be effected;

and trade barriers;

related to customs and import/export matters;

payment cycles and challenges in collecting accounts receivable;

issues, including but not limited to tax law changes and variations in tax laws as compared to the United States;

fluctuations and exchange controls;

of inflation;

and language differences;

strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars;

deterioration

of political relations with the United States;

appropriations of assets.

may not be able to adequately address these additional risks.

If we were unable to do so, our operations might suffer, which may

adversely impact our results of operations and financial condition.

search for a business combination, and any target business with which we ultimately consummate a business combination, may be

materially adversely affected by the recent coronavirus (COVID-19) outbreak.

December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread

throughout other parts of the world, including the United States.

On January 30, 2020, the World Health Organization declared

the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.”

31, 2020, U.S.

Health and Human Services Secretary Alex M.

Azar II declared a public health emergency for the United States to

healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized

the outbreak as a “pandemic.”

COVID-19 has resulted in a widespread health crisis that has adversely affected the

economies and financial markets worldwide.

The business of any potential target business with which we consummate a business combination

could be materially and adversely affected.

Furthermore, we may be unable to complete a business combination if continued concerns

relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target company’s

personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner.

to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain

and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain

COVID-19 or treat its impact, among others.

If the disruptions posed by COVID-19 or other matters of global concern continue for

an extended period of time, our ability to consummate a business combination, or the operations of a target business with which

we ultimately consummate a business combination, may be materially adversely affected.

the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there

may be more competition for attractive targets.

This could increase the cost of our initial business combination and could even

result in our inability to find a target or to consummate an initial business combination.

recent years, the number of special purpose acquisition companies that have been formed has increased substantially.

Many potential

targets for special purpose acquisition companies have already entered into an initial business combination, and there are still

many special purpose acquisition companies seeking targets for their initial business combination, as well as many such companies

currently in registration.

As a result, at times, fewer attractive targets may be available, and it may require more time, more

effort and more resources to identify a suitable target and to consummate an initial business combination.

addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with

available targets, the competition for available targets with attractive fundamentals or business models may increase, which could

cause targets companies to demand improved financial terms.

Attractive deals could also become scarcer for other reasons, such

as economic or industry sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close

business combinations or operate targets post-business combination.

This could increase the cost of, delay or otherwise complicate

or frustrate our ability to find and consummate an initial business combination, and may result in our inability to consummate

an initial business combination on terms favorable to our investors altogether.

Related to Our Trust Account

securities in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the

value of the assets held in trust such that the per-share redemption amount received by public stockholders may be less than $10.00

proceeds held in the Trust Account are invested only in U.S.

government treasury obligations with a maturity of 180 days or less

or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct

government treasury obligations.

While short-term U.S.

government treasury obligations currently yield a positive rate of

interest, they have briefly yielded negative interest rates in recent years.

Central banks in Europe and Japan pursued interest

rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that

it may in the future adopt similar policies in the United States.

In the event that we are unable to complete our initial business

combination or make certain amendments to our Amended and Restated Certificate of Incorporation, our public stockholders are entitled

to receive their pro-rata share of the proceeds held in the Trust Account, plus any interest income not released to us, net of

taxes payable.

Negative interest rates could impact the per-share redemption amount that may be received by public stockholders.

will not have any rights or interests in funds from the trust account, except under certain limited circumstances.

your investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss.

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

(i) our completion

of an initial business combination, and then only in connection with those shares of Class A common stock that such stockholder

properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly submitted

in connection with a stockholder vote to amend 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 from the closing of our initial public offering

or (B) with respect to any other provision relating to stockholders’

rights or pre-initial business combination activity

and (iii) the redemption of our public shares if we are unable to complete an initial business combination by September 19, 2021,

subject to applicable law and as further described herein.

In no other circumstances will a public stockholder have any right

or interest of any kind in the trust account.

Holders of warrants will not have any right to the proceeds held in the trust account

with respect to the warrants.

Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants,

potentially at a loss.

third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount

received by stockholders may be less than $10.00 per share.

placing of funds in the trust account may not protect those funds from third-party claims against us.

Although we seek to have

all vendors, service providers, prospective target businesses and 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, such parties may not execute such agreements, or even if they execute such agreements they may not

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 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.

Withum, our independent registered public accounting firm, and the underwriters of the offering, will not execute agreements with

us waiving such claims to the monies held in the trust account.

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.

In 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

Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed

timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required

to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following

Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.00 per share

initially held in the trust account, due to claims of such creditors.

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.

directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of

funds in the trust account available for distribution to our public stockholders.

the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per share and (ii) the actual amount

per 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, in each case net of the interest which may be withdrawn to pay taxes, and our sponsor

asserts that it is unable to satisfy its 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.

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 and subject to their fiduciary

duties may choose not to do so in any particular instance 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.

If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the

trust account available for distribution to our public stockholders may be reduced below $10.00 per share.

after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary

bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and

our board may be exposed to claims of punitive damages.

after we distribute the proceeds in the trust account to our public stockholders, 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 all amounts received by our stockholders.

In addition, our board of directors

may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself

and us to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors.

before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary

bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over

the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with

our liquidation may be reduced.

before distributing the proceeds in the trust account to our public stockholders, 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, the per-share amount that would otherwise

be received by our stockholders in connection with our liquidation may be reduced.

Related to Our Common Stock and the Securities Market

may delist our securities from trading on its exchange, which could limit investors’

ability to make transactions in our

securities and subject us to additional trading restrictions.

securities are currently listed on Nasdaq.

However, we cannot assure you that our securities will continue to be, listed on Nasdaq

in the future or prior to our initial business combination.

In order to continue listing our securities on Nasdaq prior to our

initial business combination, we must maintain certain financial, distribution and stock price levels.

Generally, we must maintain

a minimum amount in stockholders’

equity (generally $2,500,000) and a minimum number of holders of our securities (generally

300 round-lot holders with at least 50% of such round lot holders holding securities with a market value of at least $2,500).

Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq’s

initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue

to maintain the listing of our securities on Nasdaq.

For instance, our stock price would generally be required to be at least

$4.00 per share, our stockholders’

equity would generally be required to be at least $5.0 million and we would be required

to have a minimum of 300 round lot holders (with at least 50% of such round lot holders holding securities with a market value

of at least $2,500) of our securities.

We cannot assure you that we will be able to meet those initial listing requirements at

Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities

exchange, we expect our securities could be quoted on an over-the-counter market.

If this were to occur, we could face significant

material adverse consequences, including:

Certain factors may have a material adverse effect on our business, financial condition, and results of operations.

You should consider carefully the risks and uncertainties described below, in addition to other information contained in this Annual Report, including our 

consolidated financial statements and related notes.

The risks and uncertainties described below are not the only ones we face.

Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business.

If any of the following risks actually occurs, our business, financial condition, results of operations, and future prospects could be materially and adversely affected.

In that event, the trading price of our Common Stock could decline, and you could lose part or all of your investment.

Explanatory Note

Since the filing of the Apex 10-K, we consummated the Business Combination (as previously 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 the risk factors affecting our Company as compared with those previously disclosed in Part I, Item 1A of the Apex 10-K.

Risks Related to Our Business

Our success depends on our technology partners.

In particular, our technical advantages are highly dependent on our partnership with Microsoft and other major software providers.

Should Microsoft or these other providers acquire competitors that heavily overlap with our capabilities, or develop competing features, we may lose customer acquisition momentum and fail to secure renewals or growth targets.

The significant 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, Inc.

(“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 are dependent on technology partner solutions for several major categories of our offerings, including data management, migration, governance, protection and backup.

As a result, our customers’

satisfaction with our products are highly dependent on their perception of, and satisfaction with, our third-party providers and their respective offerings.

We will continue to depend on various third-party relationships to sustain and grow our business.

Third-party providers may change the features of their solutions, alter their governing terms, or end the solutions’

availability altogether.

They may restrict our ability to add, customize or integrate systems, functionality and customer experiences.

Any such changes could limit or terminate our ability to use these third-party solutions and provide our customers with the full range of our products and services.

Our business would be negatively impacted if we fail to retain these relationships for any reason, including due to third parties’

failure to support or secure their technology or integrations;

errors, bugs, or defects in their technology;

or changes in our products and services.

Any such failure, as well as a prolonged disruption, a cybersecurity event or any other negative event affecting our third-party providers and leading to customer dissatisfaction, could harm our relationship with our customers, our reputation and brand, our revenue, our business, and our results of operations.

Strategic technology partners and third parties may not be successful in building integrations, co-marketing our products and services to provide significant volume and quality of lead referrals, or continue to work with us as their respective products evolve.

Identifying, negotiating and documenting relationships with additional strategic technology partners require significant resources.

Integrating third-party technology can be complex, costly and time-consuming.

Third parties may be unwilling to build integrations.

We may be required to devote additional resources to develop integrations for our own products.

Strategic technology partners or providers of solutions with which we have integrations may decide to compete with us or enter into arrangements with our competitors, resulting in such partners or providers withdrawing support for our integrations.

Our agreements with our partners are generally non-exclusive, meaning our partners may offer products from several different companies to their customers.

Specifically, Microsoft and other major platform providers could end partnerships, cease marketing our offerings, with limited or no notice and with little or no penalty, or decide to purchase strong competition, or incorporate our capabilities into native solutions.

Any of these developments would negatively impact our business.

Microsoft, as well as other cloud platform providers like Salesforce, may furthermore introduce functionality that competes with our products and services, as a result of an acquisition, or their own development.

Additionally, we rely heavily on our early access to preview Microsoft technology, which enables our product strategy and development teams to anticipate future opportunities as well as validate our current direction.

While Microsoft introduces competitive features as a premium option, some customers will choose a simpler first-party solution to their problem, even at a greater cost to them.

Microsoft and other cloud providers may also choose to make it difficult for third party providers like us to continue making the necessary application programming interface (“

API ”) calls to provide their solutions, as illustrated by an increase in API “throttling”

in recent years or API quotas provided by Salesforce.

Although we typically receive significant advance notice of new product releases from Microsoft, Microsoft does not always preview our technology with us or other partners and, as a result, it is possible that we may not receive advance notice of changes in features and functionality of new technologies with which our products will need to interoperate.

If this was to happen, there could be an increased risk of product incompatibility.

Any failure of our products and services to operate effectively with solutions could reduce the demand for our products and services, resulting in customer dissatisfaction and harm to our business.

If we are unable to respond to these changes or failures in a cost-effective manner, our products and services may become less marketable, less competitive, or obsolete, and the results of our operations may be negatively impacted.

We have a strategic technology partnership with Microsoft for the collaboration to co-sell and co-market our products and services to new customers.

If our relationships with our strategic technology partners, such as Microsoft, are disrupted or if the co-sell and co-market program was ended for any reason, we may receive less revenue and incur costs to form other revenue-generating strategic technology partnerships.

If Microsoft were to acquire a competitor of ours, it could harm our relationship with our customers, our reputation and brand, and our business and results of operations.

We have a history of operating losses and may not be able to generate sufficient revenue to achieve and sustain profitability.

We have a history of incurring operating losses.

While we have experienced significant revenue growth over recent years, we may not be able to sustain or increase our growth or achieve profitability in the future.

We intend to continue to invest in sales and marketing efforts, research and development, and expansion into new geographies.

While our revenue has grown in recent years, if our revenue declines or fails to grow at a rate faster than these increases in its operating expenses, it will not be able to achieve and maintain profitability in future periods.

As a result, we may generate losses in future periods.

We cannot assure investors that we will achieve profitability in the future or that, if it does become profitable, we will be able to sustain profitability.

Additionally, we may encounter unforeseen operating expenses, difficulties, complications, delays, and other unknown factors that may result in losses in future periods.

If these losses exceed our expectations or our revenue growth expectations are not met in future periods, our financial performance will be harmed.

We have experienced strong growth in recent periods, and our recent growth rates may not be indicative of our future growth.

We have experienced strong growth in recent periods.

In future periods, we may not be able to sustain revenue growth consistent with recent history, or at all.

we believe our revenue growth and our ability to manage such growth depend on several factors, including, but not limited to, our ability to do the following:

Effectively recruit, integrate, train and motivate a large number of new employees, including our sales force, technical solutions professionals, customer success managers and engineers, while retaining existing employees, maintaining the beneficial aspects of our corporate culture and effectively executing our business plan;

Attract new customers and retain and increase sales to existing customers;

Maintain and expand our relationships with our partners, including effectively managing existing channel partnerships and expand to new ones;

Successfully implement our products and services, increase our existing customers’ use of our products and services, and provide our customers with excellent customer support and the ability of our partners to do the same;

Increase the number of our partners;

Develop our existing products and services and introduce new products or new functionality to our products and services;

Expand into new market segments and internationally;

Earn revenue share and customer referrals from our partner ecosystem;

Improve our key business applications and processes to support our business needs;

Enhance information and communication systems to ensure that our employees and offices around the world are well-coordinated and can effectively communicate with each other and our growing customer base, particularly in light of the COVID-19 pandemic or the military conflict between Russia and the Ukraine and the long-term effects thereof;

Enhance our internal controls to ensure timely and accurate reporting of all of our operations and financial results;

Protect and further develop our strategic assets, including our intellectual property rights;

Make sound business decisions considering the scrutiny associated with operating as a public company.

We may not accomplish any of these objectives and, as a result, it is difficult for us to forecast our future revenue or revenue growth.

If our assumptions are incorrect or change in reaction to changes in our market, or if we are unable to maintain consistent revenue or revenue growth, our stock price could be volatile, and it may be difficult to achieve and maintain profitability.

You should not rely on our revenue for any prior periods as any indication of our future revenue or revenue growth.

We may not be able to sustain such revenue growth rates in the future.

Furthermore, these activities will require significant investments and allocation of valuable management and employee resources, and our growth will continue to place significant demands on our management and our operational and financial infrastructure.

There are no guarantees we will be able to grow our business in an efficient or timely manner, or at all.

Moreover, if we do not effectively manage the growth of our business and operations, the quality of our software could suffer, which could negatively affect the AvePoint brand, results of operations and overall business.

Our quarterly and annual operating results may be harmed due to seasonality and a variety of other factors, which could make our future results difficult to predict.

Our revenue and other results of operations have fluctuated from quarter to quarter in the past and can continue to fluctuate in the future.

Our revenue depends in part on the conversion of enterprises that have installed an evaluation license for our software into paying customers.

In this regard, most of our sales are typically made during the last three weeks of every quarter.

We may fail to meet market expectations for that quarter if we are unable to close the number of transactions that we expect during this short period and closings are deferred to a subsequent quarter.

In addition, our sales cycle from initial contact to delivery of and payment for the software license generally becomes longer and less predictable with respect to large transactions and often involves multiple meetings or consultations at a substantial cost and time commitment to us.

Although we try to minimize the potential impact of large transactions on our quarterly results of operations, the closing of a large transaction in a particular quarter may make it more difficult for us to meet market expectations in subsequent quarters and our failure to close a large transaction may adversely impact our revenue in a particular quarter.

Furthermore, we base our current and future expense levels on our revenue forecasts and operating plans, and our expenses are relatively fixed in the short term.

Accordingly, we will likely not be able to reduce our costs sufficiently to compensate for an unexpected shortfall in revenue and even a relatively small decrease in revenue could disproportionately impact our financial results for such quarter.

The variability and unpredictability of these and other factors could result in us failing to meet or exceed financial expectations for a given period and could adversely impact our share price.

There are also significant seasonal factors that may cause financial statement fluctuations in some quarters compared with others.

We believe this variability is largely due to our customers’

budgetary and spending patterns, as many customers spend the unused portions of their discretionary budgets prior to fiscal year ends.

Historically, the fourth quarter has been typically the quarter with the largest bookings, which impacts revenue, unbilled revenue, deferred revenue, accounts receivable and amortized commissions in future periods.

Our future revenue and operating results will be harmed if we are unable to acquire new customers, expand sales to our existing customers, or develop new functionality for our products and services that achieves market acceptance.

To continue to grow our business, it is important that we continue to acquire new customers to purchase and use our products and services.

Our success in adding new customers depends on numerous factors, including our ability to:

(1) offer compelling products and services, (2) execute our sales and marketing strategy, (3) attract, effectively train and retain new sales, marketing, professional services, and support personnel in the markets we pursue, (4) develop or expand relationships with partners, IT consultants, systems integrators resellers and other third parties, strengthening our network, (5) expand into new geographies, including internationally, and market segments, (6) efficiently onboard new customers on to our product offerings, and (7) provide additional paid services that fulfill the needs and complement the capabilities of our customers and their partners.

Our future success also depends, in part, on our ability to sell additional products, more functionality and/or adjacent services to our current customers, and the success rate of such endeavors is difficult to predict, especially during the ongoing COVID-19 pandemic and with regard to any new products or lines of business that we may introduce from time to time.

Our ability to increase sales to existing customers depends on several factors, including their experience with implementing and using our products and services, their ability to integrate our products and services with other technologies, and our pricing model.

Sales to existing customers may require increasingly costly marketing and sales efforts that are targeted at senior management, and if these efforts are not successful, our business and operating results may suffer.

In addition, as an increasing amount of our business may move to our cloud-based products and services and the use of consumption-based pricing models may represent a greater share of our revenue, our revenue may be less predictable or more variable than our historical revenue from perpetual or time period-based subscription pricing models.

Moreover, a consumption-based subscription pricing model may ultimately result in lower total cost to our customers over time, or may cause our customers to limit usage in order to stay within the limits of their existing subscriptions, reducing overall revenue or making it more difficult for us to compete in our markets.

Our ability to predict the rate of customer renewals and the impact these renewals will have on our revenue or operating results is limited.

Our ability to maintain or increase revenue also depends in part on our ability to retain existing customers, in particular that our customers renew their subscriptions with us on the same or more favorable terms.

Our customers have no obligation to renew their contracts for AvePoint products after the expiration of either the initial or renewed subscription period, and in the normal course of business, some customers have elected not to renew.

Our customers may renew for fewer elements of our products, for shorter renewal terms or on different pricing terms, including lower-cost offerings of our products.

Our customers’

renewal rates may decline or fluctuate as a result of a number of factors, including their level of satisfaction with our pricing or our products and their ability to continue their operations and spending levels, mix of customer base, decreases in the number of users at the customers, competition, pricing increases or changes and deteriorating general economic conditions, including as a result of the COVID-19 pandemic or the military conflict between Russia and Ukraine.

If our customers do not renew their subscriptions for our products on similar pricing terms, our revenue may decline and our business could suffer.

In addition, over time the average term of our contracts could change based on renewal rates or for other reasons.

Further, acquisitions of our customers have continued, and may continue, to lead to cancellation of our contracts with such customers or by the acquiring companies, thereby reducing the number of our existing and potential customers.

We recognize revenue from SaaS subscriptions to our products over the terms of these subscriptions.

Consequently, increases or decreases in new sales may not be immediately reflected in our results of operations and may be difficult to discern.

We recognize revenue from software as a service (“SaaS”) subscriptions to our products ratably over the terms of these subscriptions.

As a result, a portion of the revenue we report in each quarter is derived from the recognition of deferred revenue relating to SaaS subscriptions entered into during previous quarters.

Consequently, a decline in new or renewed SaaS subscriptions in any single quarter may have a small impact on the revenue that we recognize for such quarter.

However, such a decline will negatively affect our revenue in future quarters.

Accordingly, the effect of significant downturns in sales and potential changes in our pricing policies or rate of customer expansion or retention may not be fully reflected in our results of operations until future periods.

In addition, a significant portion of our costs are expensed as incurred, while revenue is recognized over the term of the SaaS subscription.

As a result, growth in the number of new customers and hosts has continued, and can continue, to result in our recognition of higher costs and lower revenue in the earlier periods of our SaaS subscriptions.

Finally, our SaaS subscription-based revenue model also makes it difficult for us to rapidly increase our revenue through additional sales in any period, as revenue from new customers or existing customers that increase their use of our products or upgrade to higher-priced products or product tiers must be recognized over the applicable SaaS subscription term.

Our sales cycle with MM and large enterprise customers can be long and unpredictable, and our sales efforts require considerable time and expense.

The timing of our sales with our MM and large enterprise customers and related revenue recognition is difficult to predict because of the length and unpredictability of the sales cycle for these customers.

MM and large enterprise customers, particularly those in highly regulated industries and those requiring customized offerings, may have a lengthy sales cycle for the evaluation and implementation of our products and services.

If these customers maintain work-from-home arrangements for a significant period of time, it may cause a lengthening of these sales cycles.

This may cause a delay between increasing operating expenses for such sales efforts and, upon successful sales, the generation of corresponding revenue.

We are often required to spend significant time and resources to better educate our potential MM and large enterprise customers and familiarize them with our products and services.

The length of our sales cycle for these customers, from initial evaluation to contract execution, is generally three to nine months but can vary substantially.

On occasion, some customers will negotiate their contracts to include financial terms that negatively affect our revenue, such as a trial period, delayed payment or a number of months on a promotional basis.

As the purchase and launch of our products and services can be dependent upon customer initiatives, infrequently, our sales cycle can extend to up to twelve months.

As a result, much of our revenue is generated from the recognition of contract liabilities from contracts entered into during previous periods.

Customers often view a subscription to our products and services as a strategic decision with significant investment.

As a result, customers frequently require considerable time to evaluate, test, and qualify our products and services prior to entering into or expanding a subscription.

During the sales cycle, we expend significant time and money on sales and marketing and contract negotiation activities, which may not result in a sale.

Additional factors that may influence the length and variability of our sales cycle include:

The effectiveness of our sales force as we hire and train our new salespeople to sell to MM and large enterprise customers;

The discretionary nature of purchasing and budget cycles and decisions;

The obstacles placed by customers’ procurement process;

Economic conditions and other factors impacting customer budgets;

Customers’ integration complexity;

Customers’ familiarity with the types of products and services we offer, in particular SaaS solutions;

Customers’ evaluation of competing products during the purchasing process;

Evolving customer demands.

Given these factors, it is difficult to predict whether and when a sale will be completed, and when revenue from a sale will be recognized.

Consequently, a shortfall in demand for our products and services or a decline in new or renewed contracts in a given period may not significantly reduce our revenue for such period but could negatively affect our revenue in future periods.

We face competition from established as well as emerging companies offering solutions and related applications.

We may lack sufficient financial or other resources to maintain or improve our competitive position, which may harm our ability to add new customers, retain existing customers, and grow our business.

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.

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 also face direct competition with respect to certain of our products, specifically Backup and Recovery as well as Migration Services to Office 365.

In the future, as customer requirements evolve and new technologies are introduced, we may experience increased competition if established or emerging companies develop solutions that address the data management, migration and protection market.

Furthermore, because we operate in a relatively new and evolving area, we anticipate that competition will increase based on customer demand for these types of products.

This could harm our ability to increase sales, maintain or increase renewals, and maintain our prices.

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 certain of the problems that our products and services solve.

Merger and acquisition activity in the technology industry could increase the likelihood that we will compete with other large technology companies.

Some of our existing competitors have, and our potential competitors could have, substantial competitive advantages such as greater name recognition, longer operating histories, larger sales and marketing budgets and resources, greater customer support resources, lower labor and development costs, larger and more mature intellectual property portfolios, and substantially greater financial, technical and other resources.

Some of our larger competitors also have substantially broader product lines and market focus and may therefore in some cases be less susceptible to downturns in a particular market.

Conditions in our market could change rapidly and significantly as a result of technological advancements, partnering by our competitors, or continuing market consolidation.

New start-up companies that innovate and large companies that are making significant investments in research and development may invent similar or superior products and technologies that compete with our products and services.

In addition, some of our competitors may enter into new alliances with each other or may establish or strengthen cooperative relationships with agency partners, technology, application, software and service providers in complementary categories, or other parties.

Furthermore, new technological developments, up to massive and disruptive changes in areas that are covered by our products and services could reduce customer needs for our products and services.

Any such consolidation, acquisition, alliance or cooperative relationship could lead to pricing pressure, a loss of market share, or a smaller addressable share of the market.

It could also result in a competitor with greater financial, technical, marketing, service, and other resources, all of which could harm our ability to compete.

In addition, our current or prospective partners may establish cooperative relationships with any future competitors.

These relationships may allow future competitors to rapidly gain significant market share.

These developments could also limit our ability to obtain revenue from existing and new customers.

If we experience competitive pressures in our market or if the prices we charge for our products and services are unacceptable to our customers, it will need to reduce or change our pricing model to remain competitive and our operating results could be harmed.

Some of our larger competitors use broader product offerings to compete, including by selling at zero or negative margins or by bundling their product with other solutions.

Potential customers may prefer to purchase from their existing suppliers rather than a new supplier regardless of product performance or features.

Also, potential customers may be more willing to incrementally add solutions to their existing infrastructure from competitors than to replace their existing infrastructure with our products and services.

These competitive pressures in our market, or our failure to compete effectively, may result in price reductions, fewer orders, reduced revenue and gross margins, increased net losses, and loss of market share.

Any failure to meet and address these factors could harm our business, results of operations, and financial condition.

Our ability to compete successfully in our market will also depend on a number of factors, including ease and speed of product deployment and use, the quality and reliability of our customer service and support, total cost of ownership, return on investment and brand recognition.

Any failure by us to successfully address current or future competition in any one of these or other areas may reduce the demand for our products and harm our business, results of operations and financial condition.

Furthermore, we price our products and services based on different factors, such as order volume, number of users, data volume and feature functionality of the specific offerings.

As the market for our products and services matures, or as new or existing competitors introduce new products and services that compete with us or if those competitors reduce their prices, we may experience pricing pressure and be unable to renew our agreements with existing customers or attract new customers at prices that are consistent with our current pricing model and operating budget.

We also must determine the appropriate price to enable us to compete effectively internationally.

MM and large enterprise customers may demand substantial price discounts as part of the negotiation of sales contracts.

Pricing decisions may also impact the mix of adoption among our licensing and subscription models, and negatively impact our overall revenue.

If we are, for any reason, required to reduce our prices or otherwise change our pricing model, our revenue, gross margin, profitability, operating results, financial position and cash flow may be harmed.

If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards, and changing customer needs or preferences, our products and services may become less competitive.

The market in which we operate is characterized by the exponential growth in data generated and managed by enterprises, rapid technological advances, changes in customer requirements, including customer requirements driven by changes to legal, regulatory and self-regulatory compliance mandates, frequent new product introductions and enhancements and evolving industry standards in computer hardware and software technology.

As a result, we must continually change and improve our products in response to changes in operating systems, application software, computer and communications hardware, networking software, data center architectures, programming tools and computer language technology.

Moreover, the technology in our products is especially complex because it needs to effectively identify and respond to a user’s data retention, security and governance needs, while minimizing the impact on database and file system performance.

If we are unable to develop and sell new technology, features, and functionality for our products and services that satisfy our customers and that keep pace with rapid technological and industry change, our revenue and operating results could be harmed.

If new technologies emerge that deliver competitive solutions at lower prices, more efficiently, more conveniently, or more securely, they could adversely impact our ability to compete.

Our products and services must also integrate with a variety of network, hardware, mobile, and software platforms and technologies.

We need to continuously modify and enhance our platform to adapt to changes and innovation in these technologies.

If businesses widely adopt new technologies in areas covered by our products and services, we would have to develop new functionality for our products and services to work with such new technologies.

This development effort may require significant engineering, marketing and sales resources, all of which would affect our business and operating results.

Any failure of our products and services to operate effectively with future technologies could reduce the demand for our products and services.

We cannot guarantee that it will be able to anticipate future market needs and opportunities, extend our technological expertise and develop new products or expand the functionality of our current products in a timely and cost-effective manner, or at all.

Even if we can anticipate, develop and introduce new products and expand the functionality of our current products, there can be no assurance that enhancements or new products will achieve widespread market acceptance.

If we fail to anticipate market requirements or stay abreast of technological changes, we may be unable to successfully introduce new products, expand the functionality of our current products or convince our existing and potential customers of the value of our products in light of new technologies.

Accordingly, our business, results of operations and financial condition could be harmed.

Our success with SMB customers depends in part on our resale and distribution partnerships.

Our business would be harmed if we fail to maintain or expand partner relationships.

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 ability to achieve revenue growth and expand our SMB acquisition in the future will depend in part on our success in maintaining successful relationships with our partners.

Our agreements with our partners are generally non-exclusive, meaning our partners may offer customers the products of several different companies.

If our partners do not effectively market and sell our software, choose to use greater efforts to market and sell their own products or those of others, or fail to meet the needs of our customers, our ability to grow our business, sell our software and maintain our reputation may be harmed.

Our contracts with our partners generally allow us to terminate our agreements for any reason.

The loss of a substantial number of our partners, the possible inability to replace them, the failure to recruit additional partners or the removal of our products and services from several major distribution partner’s resale platforms could harm our results of operations.

If we are unable to effectively utilize, maintain and expand these relationships, our revenue growth would slow, we would need to devote additional resources to the development, sales, and marketing of our products and services, and our financial results and future growth prospects would be harmed.

Unfavorable conditions in our industry or the global economy, or reductions in IT spending, could limit our ability to grow our business and negatively affect our results of operations.

Our results of operations may vary based on the impact of changes in our industry or the global economy on it or our customers.

The revenue growth and potential profitability of our business depend on our current and prospective customers’

ability and willingness to invest money in information technology services, which in turn is dependent upon their overall economic health.

Current or future economic uncertainties or downturns could harm our business and results of operations.

Negative conditions in the global economy or individual markets, including changes in gross domestic product growth, financial and credit market fluctuations, political turmoil, natural catastrophes, warfare and terrorist attacks on the United States, Europe, Australia, the Asia Pacific region or elsewhere, could cause a decrease in business investments, including spending on IT and negatively affect our business.

Continuing uncertainty in the global economy, particularly in Europe, which accounts for a significant portion of our revenue, makes it extremely difficult for us and our customers to forecast and plan future business activities accurately, and could cause our customers to reevaluate decisions to purchase our products and services or to delay their purchasing decisions, which could lengthen our sales cycles.

To the extent our products and services are perceived by our existing and potential customers as costly, or too difficult to launch or migrate to, it would negatively affect our growth.

Our revenue may be disproportionately affected by delays or reductions in general IT spending.

Competitors may respond to market conditions by lowering prices and attempting to lure away our customers.

In addition, consolidation in certain industries may result in reduced overall spending on our products and services.

We have a significant number of customers in the financial services, the public sector and the pharmaceutical and manufacturing industries.

A substantial downturn in any of these industries, or a reduction in public sector spending, may cause enterprises to react to worsening conditions by reducing their capital expenditures in general or by specifically reducing their spending on information technology.

Customers may delay or cancel information technology projects, choose to focus on in-house development efforts or seek to lower their costs by renegotiating maintenance and support agreements.

To the extent purchases of licenses for our software are perceived by our existing and potential customers to be discretionary, our revenue may be disproportionately affected by delays or reductions in general information technology spending.

We cannot predict the timing, strength, or duration of any economic slowdown, instability or recovery, generally or within any particular industry.

If the economic conditions of the general economy or markets in which we operate worsen from present levels, our business, results of operations and financial condition could be harmed.

The estimates of market opportunity and forecasts of market growth included in our recent filings with the SEC (including this Report) may prove to be inaccurate.

Even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.

The market for SaaS offerings, which includes some of our most relevant products and services is relatively new and will experience changes over time.

Customer demands for our products and services, customer retention and expansion rates, the size and growth rate of the market, the entry of competitive products, or the success of existing competitive products are difficult to predict and based on assumptions and estimates that may be inaccurate.

In order for us to market and sell our products and services, we must successfully demonstrate to enterprise IT and business personnel the potential value of our offerings and persuade them to devote a portion of their budgets to the different products and services that we offer to manage, migrate and protect their data.

We cannot provide any assurance that enterprises will recognize the need for our products and services or, if they do, that they will decide that they need a solution that offers the range of functionalities that we offer.

Software solutions focused on managing, migrating and protecting data may not yet be viewed as a necessity by enterprises or enterprises may determine that the stock functionality by existing technology providers may be sufficient, and accordingly, our sales effort is and will be focused in large part on explaining the need for, and value offered by, our offerings.

The addressable market depends on a number of factors, including businesses’

desire to differentiate themselves through our products and services, partnership opportunities, changes in the competitive landscape, technological changes, data security or privacy concerns, customer budgetary constraints, changes in business practices, changes in the regulatory environment, and changes in economic conditions.

Our estimates and forecasts relating to the size and expected growth of our market may prove to be inaccurate and our ability to produce accurate estimates and forecasts may be impacted by the economic uncertainty associated with the COVID-19 pandemic or the military conflict between Russia and Ukraine.

Even if the market in which we compete meets the size estimates and growth forecasted in this Report, our business could fail to grow at similar rates, if at all.

If we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service and customer satisfaction or adequately address competitive challenges.

We may continue to experience rapid growth and organizational change, which may continue to place significant demands on our management and our operational and financial resources.

We have also experienced growth in the number of customers, the average revenue size per customer, and the amount of data that the used hosting infrastructure supports.

Our success will depend in part on our ability to manage this growth effectively.

We will require significant investment expenditure and valuable management resources to grow without undermining our culture of agility, passion and teamwork, which has been central to our growth so far.

If we fail to manage our anticipated growth and change in a manner that preserves our corporate culture, it could negatively affect our reputation and ability to retain and attract customers and employees.

We intend to expand our international operations in the future, including in additional countries where we have not previously had a presence, and we intend to make direct and substantial investments to continue our expansion efforts.

Our expansion will continue to place a significant strain on our managerial, administrative, financial, and other resources.

If we are unable to manage our growth successfully, our business and results of operations could suffer.

It is important that we maintain a high level of customer service and satisfaction as we expand our business.

As our customer base continues to grow, we will need to expand our account management, customer service, solutions professionals and other personnel.

Failure to manage growth could result in difficulty or delays in launching our products and services, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new features, or other operational difficulties.

Any of these could adversely impact our business performance and results of operations.

Failure to effectively develop and expand our marketing and sales capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our products and services.

If we are not able to generate traffic to our website through digital marketing, our ability to attract new customers may be impaired.

Our ability to increase our customer base and achieve broader market acceptance of our products and services will depend on our ability to expand our marketing and sales operations.

We plan to continue expanding our sales force and strategic partners, both domestically and internationally.

We also have dedicated, and plans to further dedicate, significant resources to sales and marketing programs, including search engine and other online advertising.

The effectiveness of our online advertising may continue to vary due to competition for key search terms, changes in search engine use, and changes in search algorithms used by major search engines and other digital marketing platforms.

Another major investment is in marketing technology to better connect our systems and data among sales, product, and marketing, in order to create a more seamless user experience.

Our business and operating results will be harmed if our sales and marketing efforts do not generate a corresponding increase in revenue.

We may not achieve anticipated revenue growth from expanding our sales force if we are unable to hire, develop, and retain talented sales personnel, if our new sales personnel are unable to achieve desired productivity levels in a reasonable period of time, or if our sales and marketing programs are not effective.

If the cost of marketing our products and services over search engines or other digital marketing platforms increases, our business and operating results could be harmed.

Competitors also may bid on the search terms that we use to drive traffic to our website.

Such actions could increase our marketing costs and result in decreased traffic to our website.

Furthermore, search engines and digital marketing platforms may change their advertising policies from time to time.

If these policies delay or prevent us from advertising through these channels, it could result in reduced traffic to our website and subscriptions to our products and services.

New search engines and other digital marketing platforms may develop, particularly in certain jurisdictions, that reduce traffic on existing search engines and digital marketing platforms.

If we are not able to achieve prominence through advertising or otherwise, it may not achieve significant traffic to our website through these new platforms and our business and operating results could be harmed.

We depend on third-party data hosting and transmission services.

Increases in cost, interruptions in service, latency, or poor service from our third-party data center providers could impair the delivery of our platform.

This could result in customer dissatisfaction, damage to our reputation, loss of customers, limited growth, and reduction in revenue.

We currently serve the majority of our SaaS offerings from third-party data center hosting facilities in different geographical locations that are operated by Microsoft.

Our products and services, in particular SaaS offerings, are deployed to multiple data centers within these geographies, with additional geographies available for disaster recovery.

Our operations depend, in part, on our third-party providers’

protection of these facilities from natural disasters, power or telecommunications failures, criminal acts, or similar events.

If any third-party facility’s arrangement is terminated, or our service lapses, we could experience interruptions in our platform, latency, as well as delays and additional expenses in arranging new facilities and services.

A significant portion of our operating cost is from our third-party data hosting and transmission services.

If the costs for such services increase due to vendor consolidation, regulation, contract renegotiation or otherwise, we may not be able to increase the fees for our products and services to cover the changes.

As a result, our operating results may be significantly worse than forecasted.

Our failure to achieve or maintain sufficient and performant data transmission capacity could significantly reduce demand for our products and services.

Seasonal or singular events may significantly increase the traffic on our own and the used third-party’s servers and the usage volume of our products.

Despite precautions taken at the used data centers, spikes in usage volume, a natural disaster, an act of terrorism, vandalism or sabotage, closure of a facility without adequate notice, or other unanticipated problems (such as the COVID-19 pandemic or the military conflict between Russia and Ukraine) could result in lengthy interruptions or performance degradation of our platform.

Our own and third party data centers may also be subject to national or local administrative actions, changes in government regulations, including, for example, the impact of global economic and other sanctions like those levied in response to the Russia-Ukraine crisis, changes to legal or permitting requirements and litigation to stop, limit or delay operations.

Any damage to, or failure of, the systems of our third-party providers could result in interruptions to our products and services.

Even with current and planned disaster recovery arrangements, our business could be harmed.

If we experience damage or interruption, our insurance policies may not adequately compensate us for any losses that we may incur.

These factors in turn could further reduce our revenue, subject us to liability, cause us to issue credits, or cause customers to terminate their subscriptions, any of which could harm our business.

If we incur such losses or liabilities, we might be unable to recover significant amounts from our third-party providers (even if they were primarily or solely responsible) because of restrictive liability and indemnification terms.

Interruptions or performance problems associated with our website or support website may harm our business.

Our continued growth depends in part on the ability of our existing and potential customers to quickly access our website and support website.

Access to our support website is also imperative to our daily operations and interaction with customers, as it allows customers to download our software, fixes and patches, as well as open and respond to support tickets and register license keys for evaluation or production purposes.

We have experienced, and may in the future experience, website disruptions, outages and other performance problems due to a variety of factors, including natural disasters, infrastructure changes, human or software errors, capacity constraints due to an overwhelming number of users accessing our website simultaneously and denial of service or fraud or security attacks.

In some instances, we may not be able to identify the cause or causes of these website performance problems within an acceptable period of time.

It may become increasingly difficult to maintain and improve the performance of our websites, especially during peak usage times and as our software becomes more complex and user traffic increases.

If our websites are unavailable or if our users are unable to download our software, patches or fixes within a reasonable amount of time, or at all, we may suffer reputational harm and our business would be negatively affected.

If there are interruptions or performance problems associated with our technology or infrastructure, our existing customers may experience service outages, and our new customers may experience delays in using our products and services.

Our continued growth depends, in part, on the ability of our existing and potential customers to access our products and services 24 hours a day, seven days a week, without interruption or performance degradation.

We have experienced, and may in the future experience, disruptions, outages, and other performance problems with our infrastructure.

These can be due to a variety of factors, including infrastructure changes, introductions of new functionality, human or software errors, capacity constraints, denial-of-service attacks, or other security-related incidents, any of which may be recurring.

As we continue to add customers, expand geographically, and enhance our products’

and/or services’

functionality, the additional scale may increase complexity and our average uptime for future periods may decrease.

We may not be able to identify the cause or causes of these performance problems promptly.

If our products and services are unavailable or if our customers are unable to access our products and services within a reasonable amount of time, our business would be harmed.

Any outage of our products and services would impair the ability of our customers to engage in their own business operations, which would negatively impact our brand, reputation and customer satisfaction.

We provide service credits to our customers for downtime they experience using our SaaS products.

Any downtime or malfunction could require us to issue a significant amount of service credits to customers.

Issuing a significant amount of service credits would negatively impact our financial position.

e depend on services from various third parties to maintain our infrastructure and any disruptions to these services, including from causes outside our control, would significantly impact our products and services.

In the future, these services may not be available to us on commercially reasonable terms, or at all.

Loss of any of these services could decrease our products’

and/or services’

functionality until we develops equivalent technology or, if equivalent technology is available from another party, we identify, obtains and integrates it into our infrastructure.

If we do not accurately predict our infrastructure capacity requirements, our customers could experience service shortfalls.

We may also be unable to address capacity constraints, upgrade our systems, and develop our technology and network architecture to accommodate actual and anticipated technology changes.

Any of the above circumstances or events may harm our reputation, cause customers to terminate their agreements with us, impair our ability to grow our customer base, subject us to financial liabilities, and otherwise harm our business, results of operations, and financial condition.

Risks Related to Our Operations and Financial Condition

Our operations will continue to increase in complexity as we grow, which will create management challenges.

Our business has experienced strong growth and is complex.

This growth is expected to continue, and our operations will be increasingly complex.

To manage this growth, we will make substantial investments to improve our operational, financial, and management controls as well as our reporting systems and procedures.

We may not be able to implement and scale improvements to our systems and processes in a timely or efficient manner or in a manner that does not negatively affect our operating results.

For example, we may not be able to effectively monitor certain extraordinary contract requirements or individually negotiated provisions as the number of customers continues to grow.

Our systems and processes may not prevent or detect all errors, omissions, or fraud.

We may have difficulty managing improvements to our systems, processes and controls or in connection with third-party software.

This could impair our ability to provide our products and services to our customers, causing us to lose customers, limiting products and services to less significant updates, or increasing technical support costs.

If we are unable to manage this complexity, our business, operations, operating results and financial condition may suffer.

As our customer base continues to grow, we will need to expand our services and other personnel and maintain and enhance our partnerships to provide a high level of customer service.

Extended stay-at-home, business closure, and other restrictive orders may impact our ability to identify, hire, and train new personnel.

We will also need to manage our sales processes as our sales personnel and partner network continue to grow and become more complex, and as we continue to expand into new geographies and market segments.

If we do not effectively manage this increasing complexity, the quality of our platform and customer service could suffer, and we may not be able to adequately address competitive challenges.

These factors could impair the ability to attract and retain customers and expand customers’

use of our products and services.

If we fail to maintain or grow our brand recognition, our ability to expand our customer base will be impaired and our financial condition may suffer.

We believe enhancing the “AvePoint”

brand and maintaining our reputation in the information technology industry will be critical for the continued acceptance of our existing and future products and services, attracting new customers to our products and services, and retaining existing customers.

The importance of brand recognition will increase as competition in our market increases.

Successfully maintaining our brand will depend largely on the effectiveness of our marketing efforts, the ability to provide high-quality, innovative, reliable and useful products and services to meet the needs of our customers at competitive prices, the ability to be responsive to customer concerns and provide high quality customer support, training and professional services, the ability to maintain our customers’

trust, the ability to continue to develop new functionality and products, and the ability to successfully differentiate our products and services.

Additionally, partners’

performance may affect the AvePoint brand and reputation if customers do not have a positive experience.

Brand promotion activities may not generate customer awareness or yield increased revenue.

Even if they do, any increased revenue may not offset the expenses incurred in building our brand.

Furthermore, independent industry analysts may provide reviews of our products and services, as well as other products available in the market, and perception of our products and services in the marketplace may be significantly influenced by these reviews.

If these reviews are negative, or less positive than reviews about other products available in the market, the AvePoint brand may be harmed.

Furthermore, negative publicity relating to events or activities attributed to employees, partners or others associated with any of these parties, may tarnish our reputation and reduce the value of our brand.

Damage to reputation and loss of brand equity may reduce demand for our products and harm our business, results of operations and financial condition.

Any attempts to rebuild our reputation and restore the value of our brand may be costly and time consuming, and such efforts may not ultimately be successful.

If we fail to successfully promote and maintain our brand, we may fail to attract enough new customers or retain existing customers to realize a sufficient return on our brand-building efforts, and our business could suffer.

If we fail to offer high quality support, our business and reputation could suffer.

Our customers have historically relied on our personnel for support related to our products, in particular SaaS products.

High-quality support will continue to be important for the renewal and expansion of agreements with our existing customers.

The importance of high-quality support will increase as we expand our business and pursue new customers, particularly MM and large enterprise customers.

If we do not help our customers quickly resolve issues and provide effective ongoing support, our ability to sell new products and services to existing and new customers could suffer and our reputation with existing or potential customers could be harmed.

If our products and services do not effectively interoperate with our customers ’

 existing or future IT infrastructures or do not operate as effectively when accessed through mobile devices, customers may not be satisfied, which could harm our business.

Our success will depend in part on the interoperability of our products and services with third-party operating systems, applications, data, web browsers and devices that hawse have not developed and does not control.

Due to the continuing rapid growth of the use of mobile devices in business operations, this also includes third-party mobile devices and mobile operating systems.

Any changes in such operating systems, applications, data, web browsers or devices that degrade the functionality of our products and services or give preferential treatment to competitive services could harm the adoption and usage of our products and services.

We may not be successful in adapting our products and services to operate effectively with these operating systems, applications, data or devices.

Effective mobile functionality is a part of our long-term development and growth strategy.

If customers have difficulty accessing and using our products and services (including on mobile devices) or if our products and services cannot connect a broadening range of applications, data and devices, then customer growth and retention may be harmed and our business and operating results could be harmed.

We are continuing our plan for further geographic expansion, which will create a variety of operational challenges.

A significant component of our growth strategy involves the further expansion of our operations and customer base internationally.

We currently have locations in the United States, Australia, China, France, Germany, Japan, the Netherlands, the Philippines, Singapore, South Africa, Sweden, Switzerland, the United Kingdom and Vietnam.

We intend to continue to adapt and develop strategies to address international markets, but such efforts may not be successful.

In addition, the COVID-19 pandemic and related stay-at-home, business closure, and other restrictive orders and travel restrictions may pose additional challenges for international expansion and may impact our ability to launch in new locations and further expand geographically.

We expect that our international activities will continue to grow over the foreseeable future as we continue to pursue opportunities in existing and new international markets.

This will require significant management attention and financial resources.

We may face difficulties, including:

(1) costs associated with developing software and providing support in many languages, (2) varying seasonality patterns, (3) potential adverse movement of currency exchange rates, (4) longer payment cycles and difficulties in collecting accounts receivable, (5) tariffs and trade barriers, (6) a variety of regulatory or contractual limitations on our ability to operate, (7) adverse tax events, (8) reduced protection of intellectual property rights, (9) a geographically and culturally diverse workforce and customer base, and (10) travel restrictions associated with the COVID-19 pandemic.

Failure to overcome any of these difficulties could negatively affect the results of operations.

Our international operations will involve a variety of risks, including:

Changes in a country’s or region’s political or economic conditions;

Economic uncertainty around the world and adverse effects arising from economic interdependencies across countries and regions;

The need to adapt and localize products and services for specific countries;

Greater difficulty in receiving payments from different geographies, including difficulties associated with currency fluctuations, transfer of funds, longer payment cycles and collecting accounts receivable, especially in emerging markets;

Potential changes in trade relations arising from policy initiatives implemented by the current administration or by a successor administration;

Compliance with foreign laws and regulations and the risks and costs of non-compliance with such laws and regulations;

Unexpected changes in laws, regulatory requirements, taxes, or trade laws;

More stringent regulations relating to privacy and data security and the unauthorized use of, or access to, commercial and personal information, particularly in Europe;

Differing labor regulations, especially in Europe, where labor laws are generally more advantageous to employees as compared to the United States, including deemed hourly wage and overtime regulations in these locations;

Challenges inherent in efficiently managing an increased number of employees over large geographic distances (including in a work-from-home environment), including the need to implement appropriate systems, policies, benefits, and compliance programs;

Difficulties in managing a business in new markets with diverse cultures, languages, customs, legal systems, alternative dispute systems, and regulatory systems;

Increased travel, real estate, infrastructure, and legal compliance costs associated with international operations;

Currency exchange rate fluctuations and the resulting effect on revenue and expenses, and the cost and risk of entering into hedging transactions if we elect to do so in the future;

Limitations on the ability to reinvest earnings from operations in one country to fund the capital needs of our operations in other countries;

Laws and business practices favoring local competitors or general preferences for local vendors;

limited or insufficient intellectual property protection or difficulties enforcing our intellectual property;

Political instability or terrorist activities;

Risks related to global health epidemics, such as the COVID-19 pandemic, including restrictions on our and our customers’ ability to travel, disruptions in customers’ ability to distribute products, and temporary closures of customers’ facilities;

Exposure to liabilities under anti-corruption and anti-money laundering laws, including the U.S.

Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.S.

domestic bribery statute contained in 18 U.S.C.

§ 201, the U.S.

Travel Act, the UK Bribery Act of 2010, the UK Proceeds of Crime Act 2002, and similar laws and regulations in other jurisdictions;

Compliance with laws and regulations for foreign operations, import and export control laws, tariffs, trade barriers, economic sanctions and other regulatory or contractual limitations on the ability to sell our software in certain foreign markets, and the risks and costs of non-compliance;

Heightened risks of unfair or corrupt business practices in certain geographies and of improper or fraudulent sales arrangements that may impact financial results and result in restatements of financial statements and irregularities in financial statements;

Adverse tax burdens and foreign exchange controls that could make it difficult to repatriate earnings and cash.

In addition, certain of our customer or resellers may operate in, or have dealings with, countries subject to sanctions or embargos imposed by the U.S.

government, foreign governments, or the United Nations or other international organizations.

In particular, on February 24, 2022, Russian troops began a full-scale invasion of Ukraine and, as of the date hereof, the countries remain in active armed conflict.

Around the same time, the U.S., the U.K., the E.U., and several other nations announced a broad array of new or expanded sanctions, export controls, and other measures against Russia, Russian-backed separatist regions in Ukraine, and certain banks, companies, government officials, and other individuals in Russia and Belarus, as well as a number of Russian Oligarchs.

or other countries could also institute broader sanctions on Russia and others supporting Russia’s economy or military efforts.

The ongoing conflict and the rapidly evolving measures in response could be expected to have a negative impact on the economy and business activity globally (including in the countries in which the Company invests), and therefore are expected to result in adverse consequences to the Russian economy and could have a material adverse effect on our business, financial condition, cash flows and results of operations.

The severity and duration of the conflict and its impact on global economic and market conditions are impossible to predict, and as a result, present material uncertainty and risk with respect to our operations, and our ability to achieve our objectives.

Similar risks will exist to the extent that any service providers, vendors or certain other parties have material operations or assets in Russia, Ukraine, Belarus, or the immediate surrounding areas.

Sanctions could also result in Russia taking counter measures or retaliatory actions which could adversely impact our business or the business of our partners, including, but not limited to, cyberattacks targeting private companies, individuals or other infrastructure upon which our business and the business of our partners may rely.

Any of these risks could harm our international operations, reduce our revenue from outside the United States or increase our operating costs, harming our business, results of operations and financial condition and growth prospects.

There can be no assurance that all of our employees, independent contractors and partners will comply with the formal policies we will implement, or applicable laws and regulations.

Violations of laws or key control policies by employees, independent contractors and partners could result in delays in revenue recognition, financial reporting misstatements, fines, penalties or the prohibition of the importation or exportation of our software and services and could harm our business and results of operations.

If we invest substantial time and resources to expand our international operations and is unable to do so successfully, our business and operating results will suffer.

We are exposed to fluctuations in currency exchange rates, which could negatively our revenue and earnings.

We conduct a significant number of transactions and hold cash in currencies other than the U.S.

Changes in the values of major foreign currencies, particularly the Euro, Japanese Yen, British Pound, Singapore Dollar and Chinese Yuan, relative to the U.S.

Dollar, will significantly affect our total assets, revenue, operating results and cash flows, which will be reported in U.S.

In particular, the economic uncertainties relating to Brexit, and European sovereign and other debt obligations may cause the value of the British Pound and Euro to fluctuate relative to the U.S.

Fluctuations in foreign currency rates, including the strengthening of the U.S.

Dollar against the Euro and most other major international currencies, could harm our revenue growth in terms of the amounts that will be reported in U.S.

Dollars after converting our foreign currency results into U.S.

In addition, reported assets will generally be negatively impacted when the dollar strengthens relative to other currencies as a portion of our cash and bank deposits, among other assets, will be held in foreign currencies and reported in U.S.

We will incur expenses for employee compensation and other operating expenses at our non-U.S.

locations in local currencies.

The weakening of the U.S.

dollar against such currencies would cause the U.S.

dollar equivalent of such expenses to increase, which could have a negative impact on our reported results of operations.

If we are not able to successfully hedge against the risks associated with currency fluctuations, our operating results could be harmed.

Changes in subjective assumptions, estimates and judgments by management related to complex accounting matters or changes in accounting principles generally accepted in the United States could significantly affect our financial condition and results of operations.

GAAP and related pronouncements, implementation guidelines, and interpretations apply to a wide range of matters that will be relevant to our business, including revenue recognition, stock-based compensation, deferred commissions and business combinations.

These matters are complex and will involve subjective assumptions, estimates, and judgments by management.

Changes in GAAP, these accounting pronouncements or their interpretation or changes in underlying assumptions, estimates, or judgments by management, the Financial Accounting Standards Board (“FASB”), the SEC and others could significantly change our reported or expected financial performance, which could impact the market price for our Common Stock.

We may acquire or invest in companies, which may divert management ’

s attention and result in additional dilution to stockholders.

We may be unable to integrate acquired businesses and technologies successfully or achieve the expected benefits of such acquisitions.

We may evaluate and consider potential strategic transactions, including acquisitions of, or investments in, businesses, technologies, services, products, and other assets in the future.

An acquisition, investment or business relationship may result in unforeseen operating difficulties and expenditures.

In particular, we may encounter difficulties assimilating or integrating the businesses, technologies, products, personnel, or operations of the acquired companies.

Key personnel of the acquired companies may choose not to work for us, their software may not be easily adapted, or we may have difficulty retaining the customers of any acquired business due to changes in ownership, management, or otherwise.

We may also experience difficulties integrating personnel of the acquired company into our business and culture.

Acquisitions may also disrupt our business, divert our resources and require significant management attention that would otherwise be available for development of our existing business.

The anticipated benefits of any acquisition, investment, or business relationship may not be realized or we may be exposed to unknown risks or liabilities.

We intend to continue investing in research and development, and to the extent such research and development investments do not translate into new products or material enhancements to our products, or if we do not use those investments efficiently, our business and results of operations would be harmed.

A key element of our strategy will be to invest significantly in our research and development efforts to develop new products and enhance our existing products to address additional applications and markets.

If we do not spend our research and development budget efficiently or effectively on compelling innovation and technologies, our business may be harmed and we may not realize the expected benefits of our strategy.

Moreover, research and development projects can be technically challenging and expensive.

The nature of these research and development cycles may cause us to experience delays between the time we incur expenses associated with research and development and the time we are able to offer compelling products and generate revenue, if any, from such investment.

Additionally, anticipated customer demand for a product or service being developed could decrease after the development cycle has commenced, and we would nonetheless be unable to avoid substantial costs associated with the development of any such product or service.

If we expend a significant amount of resources on research and development and our efforts do not lead to the successful introduction or improvement of products that are competitive in our current or future markets, it would harm our business and results of operations.

If our products and services fail to perform properly, or if we fail to develop enhancements to resolve performance issues, we could lose customers, become subject to performance or warranty claims, or incur significant costs.

Our operations will be dependent upon our ability to prevent system interruption.

The applications underlying our products and services are inherently complex and may contain material defects or errors, which may cause disruptions in availability or other performance problems.

Also, our software will be installed and used in a variety of computing environments with different operating system management software, and equipment and networking configurations, which may cause errors or failures of our software or other aspects of the computing environment into which it is deployed.

In addition, deployment of our software into computing environments may expose undetected errors, compatibility issues, failures or bugs in our software.

While we have not historically experienced any defects, errors, disruptions in service, cyber-attacks, or other performance problems with our software that materially influenced our sales performance, there is no assurance that such defects, problems or events will not occur in the future, whether in connection with the day-to-day operation, upgrades or otherwise.

Any of these occurrences could result in loss of customers, lost or delayed market acceptance and sales of our products and services, delays in payment by customers, injury to our reputation and brand, legal claims, including warranty and service claims, diversion of resources, including through increased service and warranty expenses or financial concessions, and increased insurance costs.

We may discover defects in our products and services that could result in data unavailability, unauthorized access, loss, corruption, or other harm to our customers’

Despite testing we may not be able to detect and correct defects or errors before release.

Consequently, we or our customers may discover defects or errors after our products and services have been deployed.

We expect to implement bug fixes and upgrades as part of our regularly scheduled system maintenance.

If we do not complete this maintenance according to schedule or if customers are otherwise dissatisfied with the frequency and/or duration of our maintenance services and related system outages, customers could terminate their contracts, delay or withhold payment, or cause us to issue credits, make refunds, or pay penalties.

The costs incurred or delays resulting from the correction of defects or errors in our software or other performance problems may be substantial and could harm our operating results.

Moreover, customers could incorrectly implement or inadvertently misuse our software, which could result in customer dissatisfaction and adversely impact the perceived utility of our products as well as our brand.

Any of these real or perceived errors, compatibility issues, failures or bugs in our software could result in negative publicity, reputational harm, loss of or delay in market acceptance, loss of competitive position or claims by customers for losses sustained by them.

In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct the problem.

Our ability to timely raise capital in the future may be limited, or may be unavailable on acceptable terms, if at all.

The failure to raise capital when needed could harm our business, operating results and financial condition.

Debt or equity issued to raise additional capital may reduce the value of our Common Stock.

We cannot be certain when or if the operations of our business will generate sufficient cash to fund our ongoing operations or the growth of our business.

We intend to make investments to support our current business and may require additional funds to respond to business challenges, including the need to develop new features or enhance our software, improve our operating infrastructure or acquire complementary businesses and technologies.

Additional financing may not be available on favorable terms, if at all.

If adequate funds are not available on acceptable terms, we may be unable to invest in future growth opportunities, which could harm our business, operating results and financial condition.

If we incur debt, the debt holders could have rights senior to holders of our Common Stock to make claims on our assets.

The terms of any debt could restrict our operations, including our ability to pay dividends on our Common Stock.

If we issue additional equity securities, stockholders will experience dilution, and the new equity securities could have rights senior to those of our Common Stock.

Because the decision to issue securities in the future offering will depend on numerous considerations, including factors beyond our control, we cannot predict or estimate the amount, timing or nature of any future issuances of debt or equity securities.

As a result, stockholders will bear the risk of future issuances of debt or equity securities reducing the value of their Common Stock and diluting their interest.

Risks Related to Data Privacy and Cybersecurity

To the extent our security measures are compromised, our products and services may be perceived as not being secure.

This may result in customers curtailing or ceasing their use of our products and services, our reputation being harmed, the incurrence of significant liabilities, and harm to our results of operations and growth prospects.

Our operations may, in some cases, involve the storage, transmission and other processing of customer data or information.

Cyberattacks and other malicious internet-based activity continue to increase, and cloud-based platform providers of services are expected to continue to be targeted.

Threats include traditional computer “hackers,”

malicious code (such as viruses and worms), phishing attacks, employee theft or misuse and denial-of-service attacks.

Sophisticated nation-states and nation-state supported actors now engage in such attacks, including advanced persistent threat intrusions.

The growth in state sponsored cyber activity, including the increased rate of cyberattacks arising from the Russia-Ukraine crisis and the risk that these cyberattacks could spread globally, showcases the increasing sophistication of cyber threats and could dramatically expand the global threat landscape.

While no single company can thwart a nation state attack, we work to implement and continuously improve security-aware software development, operational management, and threat-mitigation practices that are essential to the strong protection of services and data.

AvePoint has decades-long experience building enterprise software and running online services around the world.

We implement a robust defense-in-depth security strategy based on the principle of “assume breach.”

We work to continuously strengthen threat detection, response, and defense, conduct continuous security monitoring, and practice security incident response to validate and improve the security of our software and services.

Rigorous third-party audits verify that we adhere to strict security controls such as the ones contained in the ISO/IEC 27001 standard mandate.

We are audited once a year for ISO/IEC 27001 compliance by a third-party accredited certification body, which provides independent validation that security controls are in place and operating effectively.

We have security measures in place designed to protect us and our customers’

confidential and sensitive information and prevent data loss, but such measures cannot provide absolute security and may not be effective to prevent a security breach, including as a result of employee error, theft, misuse or malfeasance, third-party actions, unintentional events or deliberate attacks by cyber criminals, any of which may result in someone obtaining unauthorized access to our customers’

data, our data, our intellectual property and/or other confidential or sensitive business information.

Importantly, the scope of our internal information controls and security measures is limited to the scope of our information security management system (“

ISMS ”).

All of the legal entities (and each of their respective employees) within our global corporate structure are contractually bound to the ISMS, but failure by any of our subsidiaries or affiliates (or employees thereof) to abide by the terms and conditions imposed by our ISMS could result in increased vulnerabilities, decreased integrity of our assets, and ultimately, liability, loss of business, and loss of customer confidence.

The ISMS applies to the use of information, network resources, and electronic and computing devices to conduct business or interact with internal networks and business systems, whether owned or leased by us, our employees, or a third party.

All employees, contractors, consultants, as well as our affiliates and subsidiaries are responsible for exercising good judgment regarding appropriate use of information, electronic devices, and network resources in accordance with the ISMS, as well as local laws and regulation.

While we have policies and procedures to address global compliance with the ISMS, our employees and agents could violate these policies and applicable law, for which we may be ultimately held responsible.

We are taking further steps to assess globally managed departmental systems to ensure ISMS standards are maintained.

Based on the results of that analysis, if, as, and when necessary, we will subsequently implement a remediation plan that will include tools, training, and education to ensure (A) repeatable procedures are being implemented that protect the confidentiality, availability, and integrity of assets from threats and vulnerabilities in accordance with the ISMA standards and protocols, and (B) that vulnerability testing is being performed, measured, and documented across our global operations landscape. 

Outside of the ISMS and the internal security measures and data protections we have developed (and continue to improve), third parties may attempt to fraudulently induce employees, contractors or users to disclose information, including user names and passwords, to gain access to our customers’

data, our data or other confidential or sensitive information, and we may be the target of email scams that attempt to acquire personal information or our assets.

Because techniques used to sabotage or obtain unauthorized access to systems change frequently and generally are not recognized until successfully launched against a target, we may be unable to anticipate these techniques, react in a timely manner or implement adequate preventative measures.

We devote significant financial and personnel resources to implement and maintain security measures;

however, such resources may not be sufficient, and as cyber-security threats develop, evolve and grow more complex over time, it may be necessary to make significant further investments to protect our data and infrastructure.

If our security measures are compromised as a result of third-party action, employee or customer error, malfeasance, stolen or fraudulently obtained log-in credentials, or otherwise, our reputation and business could be damaged and we could incur significant liability.

As we rely on third-party and public-cloud infrastructure, it depends in part on third-party security measures to protect against unauthorized access, cyberattacks, and the mishandling of customer data.

A cybersecurity event could have significant costs, including regulatory enforcement actions, litigation, litigation indemnity obligations, remediation costs, network downtime, increases in insurance premiums, and reputational damage.

Many companies that provide cloud-based services have reported a significant increase in cyberattack activity since the beginning of the COVID-19 pandemic.

These risks, as well as the number and frequency of cybersecurity events globally, may also be heightened during times of geopolitical tension or instability between countries, including, for example, the ongoing military conflict between Russia and Ukraine, from which a number of recent cybersecurity events have been alleged to have originated.

We store confidential company information and sensitive data, including personal information of our customers and employees, which may in turn contain third-party personal or other confidential information.

If the security of this information is compromised or is otherwise accessed without authorization, our reputation may be harmed, and we may be exposed to liability and loss of business.

We may in some cases transmit or store personal and other confidential information of our partners, customers, and third parties (e.g.

if the customer uses our products to create backups of their information) on storage space owned or provided by us.

While we have in the past taken, and intend to take, steps to protect personal information and other confidential information that we have access to, including information we may obtain through our customer support services or customer usage of our products, we will not proactively monitor (or may not even be able to access) the content that our customers upload or process otherwise or the information provided to us through the use of our products and services.

Therefore, we will not control the substance of the content on our storage space owned or provided by us, which may include personal or other confidential information.

We will also use third-party service providers and sub-processors to help us deliver services to our customers.

Such service providers and sub-processors may store personal information and/or other confidential information.

Such information may be the target of unauthorized access or subject to security breaches as a result of third-party action, employee error, malfeasance or otherwise.

Many companies that provide these services have reported a significant increase in cyberattack activity since the beginning of the COVID-19 pandemic.

Any of these could result in the loss of information, litigation, indemnity obligations, damage to our reputation and other liability or harm our business, financial condition, and results of operations.

Because the techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures.

Even if such a data breach did not arise out of our action or inaction, or if it were to affect one or more of our competitors or customers’

competitors, rather than us, the resulting concern could negatively affect our customers and our business.

Concerns regarding data privacy and security may cause some customers to stop using our products and services and fail to renew their subscriptions.

In addition, failures to meet our customers’

expectations with respect to security and confidentiality of their data and information could damage our reputation and affect our ability to retain customers, attract new customers, and grow our business.

Our potential failure to comply with legal or contractual requirements around the security of personal information could lead to significant fines and penalties, as well as claims by customers, affected data subjects, or other stakeholders.

These proceedings or violations could force us to spend money in defense or settlement of these proceedings, result in the imposition of monetary liability or injunctive relief, divert management’s time and attention, increase our costs of doing business, and harm our reputation and the demand for our platform.

If credit card information is stored in our systems or transmitted, stored or otherwise processed via our products and services and our security measures fail to protect credit card information adequately, we could be liable to our partners, the payment card associations, our customers or affected credit card holders.

We could be subject to fines and face regulatory or other legal action, and our customers could end their relationships with us.

The limitations of liability in our contracts may not be enforceable or adequate or would otherwise protect us from any such liabilities or damages with respect to any particular claim.

Insurers could deny coverage as to any future claim.

We seek to cap the liability to which we are exposed in the event of losses or harm to our customers, including those resulting from security incidents, but we cannot be certain that we will obtain these caps or that these caps, if obtained, will be enforced in all instances.

The successful assertion of one or more large claims against us, or changes in insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could harm our business, financial condition, and results of operations.

Furthermore, the cybersecurity insurance we maintain may be inadequate or may not be available in the future on acceptable terms, or at all.

In addition, our policy may not cover our remediation expenses or any claim against us for loss of data or other indirect or consequential damages.

Defending any suit based on or related to any data loss or system disruption, regardless of its merit and available insurance coverage, could be costly and divert management’s attention.

We will also be subject to federal, state, and foreign laws regarding cybersecurity and the protection of data.

Many jurisdictions have enacted laws requiring companies to notify individuals of security breaches involving certain types of personal information.

Our agreements with certain customers and partners will require us to notify them of certain security incidents.

Some jurisdictions and customers require us to safeguard personal information or confidential information using specific measures.

If we fail to observe these requirements, our business, operating results, and financial condition could be harmed.

Successful cyberattacks or data breaches at other technology companies, service providers, retailers, and other participants within our industry, whether or not we are impacted, could lead to a general loss of customer confidence that could negatively affect us, including harming the market perception of the effectiveness of our security measures, which could result in reduced use of our products and services.

Our industry is prone to cyber-attacks by third parties seeking unauthorized access to our data or users' data or to disrupt our and our counterparts’

within the industry respective ability to provide service.

Our products and services (and those of our partners and competitors within the industry) involve the collection, storage, processing, and transmission of a large amount of data.

Any failure by those institutions and participants in our industry to prevent or mitigate security breaches and improper access to or disclosure of data or user data, including personal information, content, or payment information from users, or information from marketers, could result in the loss, modification, disclosure, destruction, or other misuse of such data, which could indirectly harm our business and reputation and diminish our competitive position within the market generally.

In addition, computer malware, viruses, social engineering (such as spear phishing attacks), scraping, and general hacking continue to be prevalent in our industry, and while we anticipate that such events may occur on our systems in the future, the impact on those within our industry has already adversely impacted the market’s perception of the effectiveness of our and our partners’

security measures and countermeasures.

Such breaches and attacks on our counterparts within the industry and within our market may cause, among other things, interruptions to the provision of service, degradation of the user experience, the loss of user confidence and trust in our products, or result in financial harm to us.

If we are not able to provide successful updates, enhancements and features to our technology to, among other things, keep up with emerging cyber threats and customer needs, our business could be adversely affected.

Our industry is marked by rapid technological developments and demand for new and enhanced services and features to meet the evolving needs of our customers.

In particular, cyber threats are becoming increasingly sophisticated and responsive to the new security measures designed to thwart them.

If we fail to identify and respond to new and increasingly complex methods of attack and update our products to detect or prevent such threats, our business and reputation will suffer.

The success of any new enhancements, features or services that we introduce depends on several factors, including the timely completion, introduction and market acceptance of such enhancements, features or services.

We may not be successful in either developing these modifications and enhancements or in bringing them to market in a timely fashion.

Furthermore, modifications to existing technologies will increase our research and development expenses.

If we are unable to successfully enhance our existing services to meet customer requirements, increase adoption and usage of our services, or develop new services, enhancements, features and products, our business and operating results will be harmed.

Our efforts to protect our company data or the information we receive, and to disable undesirable activities on our platform, may also be unsuccessful due to software bugs or other technical malfunctions;

employee, contractor, or vendor error or malfeasance, including defects or vulnerabilities in our vendors' information technology systems or offerings;

government surveillance;

breaches of physical security of our facilities or technical infrastructure;

or other threats that evolve.

Evolving global internet laws, regulations and standards, privacy regulations, cross-border data transfer restrictions, and data localization requirements may limit the use and adoption of our services, expose us to liability, or otherwise harm our business.

Federal, state, or foreign governmental bodies or agencies have in the past adopted, and may in the future adopt, laws and regulations affecting the use of the internet as a commercial medium.

These laws and regulations could impact taxation, internet neutrality, tariffs, content, copyrights, distribution, electronic contracts and other communications, consumer protection, and the characteristics and quality of services.

Legislators and regulators may make legal and regulatory changes or apply existing laws in ways that require us to incur substantial costs, expose us to unanticipated civil or criminal liability, or cause us to change our business practices.

These laws and regulations and resulting increased costs could materially harm our business, results of operations, and financial condition.

Further, we have historically collected and utilized, and we will continue to collect and utilize, demographic and other information, including personally identifiable information, from and about users (such as customers, potential customers and others) as they interact with us over the internet and otherwise provide us with information whether via our website or blogs or through email or other means.

Users may provide personal information to us in many contexts, including through our direct telephonic or web-based support service, newsletter or webinar sign-up, product purchase, survey registration, or when accessing online support portals or using other community or social networking features.

Because we expect to continue to collect and utilize this information, we are subject to laws and regulations regarding the collection, use and disclosure of personal information.

Privacy and data information security have become a significant issue in the United States and in many other countries where we will have employees and operations and offer licenses to our products.

The regulatory framework for privacy and personal information security issues worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future.

federal and various state and foreign government bodies and agencies have adopted or are considering adopting laws and regulations limiting, or laws and regulations regarding, the collection, distribution, use, disclosure, storage and security of personal information.

For example, California recently enacted the California Consumer Privacy Act (“

CCPA ”), which went into effect on January 1, 2020, that requires, among other things, covered companies to provide new disclosures to California consumers and afford such consumers new abilities to opt-out of certain sales of personal information.

The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that is expected to increase data breach litigation.

The CCPA may increase our compliance costs and potential liability.

Similar privacy legislation has been passed in Virginia:

the Virginia Consumer Data Protection Act (the “

VCDPA ”), which went into effect on March 2, 2021.

Under the VCDPA, Virginia residents have the rights to access, correct, delete, know, and opt-out of the sale and processing for targeted advertising purposes of their personal information, similar to the CCPA. 

However, the VCDPA departs from its California counterpart and aligns with the European Union’s General Data Protection Regulation (“

GDPR ”) in a few key respects, including with respect to the adoption of data protection assessment requirements, and “controller”

and “processor”

terminology. 

The VCDPA also departs from the CCPA by leaving enforcement entirely up to the Attorney General and not providing a private right of action for consumers.

These differing regulations across U.S.

states introduce significant complexity to our already complex regulatory compliance obligations, and could increase costs related to legal research, infrastructure improvements, operational development, and engagement of third party advisors, in addition to the aforementioned penalties for non-compliance or violation.

Internationally, virtually every jurisdiction in which we operate has established its own data security and privacy legal framework with which we or our customers must comply.

Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security of data that identifies or may be used to identify or locate an individual, such as names, email addresses and, in some jurisdictions, Internet Protocol addresses.

These laws and regulations often are more restrictive than those in the United States and are rapidly evolving.

For example, the European Union (the “

EU ”) data protection regime, the GDPR became enforceable on May 25, 2018.

Additionally, the United Kingdom enacted legislation in May 2018 that substantially implements the GDPR, but the United Kingdom’s exit from the EU (which formally occurred on January 31, 2020), commonly referred to as “Brexit”, has created uncertainty with regard to the regulation of data protection in the United Kingdom.

In particular, it is unclear how data transfers to and from the United Kingdom will be regulated following Brexit.

Complying with the GDPR or other laws, regulations or other obligations relating to privacy, data protection or information security may cause us to incur substantial operational costs or require us to modify our data handling practices.

Non-compliance could result in proceedings against us by governmental entities or others, could result in substantial fines or other liability and may otherwise adversely impact our business, financial condition and operating results.

Our failure to comply with these and additional laws or regulations could expose us to significant fines and penalties imposed by regulators, as well as legal claims by customers or other relevant stakeholders.

Similarly, many of these laws require us to maintain an online privacy policy and terms of service that disclose our practices regarding the collection, processing, and disclosure of personal information.

If these disclosures contain any information that a court or regulator finds to be inaccurate or inadequate, we could also be exposed to legal or regulatory liability.

Any such proceedings or violations could force us to spend money in defense or settlement, result in the imposition of monetary liability or demanding injunctive relief, divert management’s time and attention, increase the costs of doing business, and harm our reputation.

In addition to government regulation, privacy advocates and industry groups may propose new and different self-regulatory standards that either legally or contractually apply to us.

We also expect that there will continue to be new proposed laws and regulations concerning privacy, data protection and information security, but cannot yet determine the impact such future laws, regulations and standards may have on our business.

New laws, amendments to or re-interpretations of existing laws and regulations, industry standards, contractual obligations and other obligations may require us to incur additional costs and restrict our business operations.

Because the interpretation and application of laws and other obligations relating to privacy and data protection are still uncertain, it is possible that these laws and other obligations may be interpreted and applied in a manner that is inconsistent with our existing data management practices or the features of our software.

If so, in addition to the possibility of fines, lawsuits and other claims, we could be required to fundamentally change our business activities and practices or modify our software, which could harm our business.

We may be unable to make such changes and modifications in a commercially reasonable manner or at all, and our ability to develop new features could be limited.

Any inability to adequately address privacy concerns, even if unfounded, or comply with applicable privacy or data protection laws, regulations and policies, could result in additional cost and liability, damage our reputation, inhibit sales and harm our business.

Because the interpretation and application of many privacy and data protection laws along with contractually imposed industry standards are uncertain, it is possible that these laws may be interpreted and applied in a manner that is inconsistent with our existing data management practices or the features of our products and platform capabilities.

If so, in addition to the possibility of fines, lawsuits, and other claims and penalties, we could be required to fundamentally change our business activities and practices or modify our products and platform capabilities, which could have an adverse effect on our business.

Any inability to adequately address privacy and security concerns, even if unfounded, or comply with applicable privacy and data security laws, regulations, and policies, could result in additional cost and liability to us, damage our reputation, inhibit sales, and adversely affect our business.

Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations, and policies that are applicable to the businesses of our customers may limit the use and adoption of, and reduce the overall demand for, our products.

Privacy and data security concerns, whether valid or not valid, may inhibit market adoption of our products, particularly in certain industries and foreign countries.

If we are not able to adjust to changing laws, regulations, and standards related to the Internet, our business may be harmed.

Finally, additional requirements to pass certifications and/or to comply with local laws, especially as they relate to data storage and processing, may drastically increase cost of cloud-based operations and shrink our margins.

Legal and Regulatory Risks

We may become subject to legal proceedings and litigation, including intellectual property disputes, which are costly and may subject us to significant liability and increased costs of doing business.

Our business may suffer if it is alleged or determined that our technology infringes the intellectual property rights of others.

The software industry is characterized by the existence of a large number of patents, copyrights, trademarks, trade secrets, and other intellectual and proprietary rights.

Companies in the software industry are often required to defend against litigation claims based on allegations of infringement or other violations of intellectual property rights.

Our technologies or contractual and legal defenses may not be able to withstand any third-party claims or rights against the use of our technologies.

These lawsuits are time-consuming and expensive to resolve, and they divert management’s time and attention.

Our future success will depend in part on not infringing the intellectual property rights of others.

Many software companies have the capability to dedicate substantially greater resources to enforce their intellectual property rights and to defend claims that may be brought against them.

Any claims or litigation could cause us to incur significant expenses and, whether or not successfully asserted, could require that we pay substantial damages, ongoing royalty or license payments, re-engineer all or a portion of our products and services, or comply with other unfavorable terms.

If a third party is able to obtain an injunction preventing us from accessing third-party intellectual property rights, or if we cannot license or develop technology for any infringing aspect of our business, we would be forced to limit or stop sales of our products and services or cease business activities covered by such intellectual property.

Any such development could prevent us from competing effectively.

We may be contractually obligated to indemnify our customers for third party claims of different kinds, in particular for infringement of a third party’s intellectual property rights.

Responding to such claims regardless of their merit, can be time-consuming and costly to defend in litigation, and can damage our reputation and brand.

We also may be required to redesign our products and services, delay product releases, enter into costly settlement or license agreements, pay costly damage awards, or face a temporary or permanent injunction prohibiting us from marketing or selling our products and services.

Requiring us to change one or more aspects of the way we deliver our products and services may harm our business.

Although we carry general liability insurance and other insurance, our insurance may not cover potential claims of this type.

Insurance may not be adequate to cover us for all liability that may be imposed.

We may not be able to maintain our insurance coverage.

We cannot predict the outcome of lawsuits and cannot assure you that the results of any of these actions will not harm our business, operating results or financial condition.

Contractual indemnity provisions could expose us to substantial liability for intellectual property infringement, data protection, and other losses.

Some of the agreements with customers and other third parties to be in effect include indemnification provisions under which we will be obligated to indemnify them for losses suffered or incurred as a result of claims of intellectual property infringement, data protection breaches, confidentiality breaches, breaches of IT security obligations, damages to property or persons, or other liabilities relating to or arising from our products, services or other contractual obligations.

Some of these indemnity agreements provide for uncapped liability for which we would be responsible, and some indemnity provisions survive termination or expiration of the applicable agreement.

Large indemnity payments could harm our business, results of operations and financial condition.

Although we will attempt to contractually limit our liability with respect to such obligations in negotiations, such negotiations may be fruitless and we may, with or without liability limitations in place, still incur substantial liability related to them and may be required to cease use of certain functions of our products and services as a result of any such claims.

Any dispute with a customer with respect to such obligations could harm our relationship with such customer, other existing customers, and potential customers.

Such a dispute could harm our business and results of operations.

We are subject to governmental export and import controls that could impair our ability to compete in international markets and subject us to liability if we violate the controls.

Our products are and will be subject to U.S.

export controls, including the Export Administration Regulations and economic sanctions administered by the U.S.

Treasury Department’s Office of Foreign Assets Control.

We incorporate encryption technology into our products.

These encryption products and the underlying technology may be exported outside of the United States only with the required export authorizations, including by license, a license exception or other appropriate government authorizations.

We previously obtained the required licenses to export our products outside of the United States.

If the applicable U.S.

legal requirements regarding the export of encryption technology were to change or if we change the encryption means in our products, we may need to apply for new licenses.

There can be no assurance that we will be able to obtain the required licenses under such circumstances.

Furthermore, various other countries regulate the import of certain encryption technology, including import permitting and licensing requirements, and have enacted laws that could limit the ability to distribute our products or could limit our customers’

ability to implement our products in such countries

Furthermore, our activities are and will be subject us to the U.S.

economic sanctions laws and regulations that prohibit the shipment of certain products and services to countries, governments, and persons targeted by U.S.

embargoes or sanctions.

The current U.S.

presidential administration may impose more stringent export and import controls, as has been the case recently in response to the current conflict between Russia and the Ukraine.

Obtaining the necessary export license or other authorization for a particular sale may be time-consuming and may result in the delay or loss of sales opportunities even if the export license ultimately may be granted.

While we will take precautions to prevent our products and services from being exported in violation of these laws, including obtaining authorizations for our products and services, performing geolocation IP blocking and screenings against U.S.

and other lists of restricted and prohibited persons, we cannot guarantee that the precautions we intend to take will prevent violations of export control and sanctions laws.

Violations of U.S.

sanctions or export control laws can result in significant fines or penalties and possible incarceration for responsible employees and managers could be imposed for criminal violations of these laws.

If our customers or partners fail to obtain appropriate import, export or re-export licenses or permits, we may also be harmed, through reputational harm as well as other negative consequences, including government investigations and penalties.

We presently incorporate export control compliance requirements into our license and partner agreements;

however, no assurance can be given that our licensees and partners will comply with such requirements.

Various countries regulate the import and export of certain encryption and other technology, including import and export licensing requirements.

Some countries have enacted laws that could limit the ability to distribute our products and services or could limit our customers’

ability to implement our products and services in those countries.

Changes in our products and services or future changes in export and import regulations may create delays in the introduction of our products and services in international markets, prevent our customers with international operations from deploying our products and services globally or, in some cases, prevent the export or import of our products and services to certain countries, governments, or persons altogether.

Various governmental agencies have proposed additional regulation of encryption technology, including the escrow and government recovery of private encryption keys.

Any change in export or import regulations, economic sanctions, or related legislation, or change in the countries, governments, persons, or technologies targeted by such regulations, could limit our ability to export or sell our products and services to existing or potential customers with international operations.

Any decreased use of our products and services or limitation on our ability to export or sell products and services would harm our business, operating results, and prospects.

We are subject to anti-corruption, anti-bribery, anti-money laundering, and similar laws, and non-compliance with such laws can subject us to criminal and/or civil liability and harm our business.

We are subject to the FCPA, the U.S.

domestic bribery statute contained in 18 U.S.C.

201, the U.S.

Travel Act, the UK Bribery Act of 2010, the UK Proceeds of Crime Act 2002, and other anti-bribery and anti-money laundering laws in the countries in which it conducts activities.

Anti-corruption and anti-bribery laws have been enforced aggressively in recent years.

These laws are interpreted broadly to prohibit companies and their employees and third-party intermediaries from authorizing, promising, offering, or providing, directly or indirectly, improper payments or anything else of value to recipients in the public or private sector.

As we seek to increase our international sales and business and sales to the private and public sector, we may engage with partners and third-party intermediaries to market our services and to obtain necessary permits, licenses, and other regulatory approvals.

In addition, we or our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities in other countries, which also include countries known to experience corruption, particularly certain emerging countries in Africa, East Asia, Eastern Europe, South America and the Middle East.

Activities in such countries create the risk of unauthorized payments or offers of payments by one of our employees, consultants, partners or third-party intermediaries that could be in violation of various anti-corruption laws, even though these parties may not be under our control.

While we will have policies and controls intended to prevent these practices by our employees, consultants, partners and third-party intermediaries, existing safeguards and any future improvements may prove to be less than effective, and we could be held liable for corrupt or other illegal activities of such third-party intermediaries, our employees, representatives, contractors, partners, and agents, even if we do not explicitly authorize such activities.

While we have policies and procedures to address compliance with such laws, our employees and agents could violate these policies and applicable law, for which we may be ultimately held responsible.

As we seek to increase our international sales and business, our risks under these laws may increase.

Noncompliance with anti-corruption, anti-bribery, or anti-money laundering laws could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension and/or debarment from contracting with certain persons, the loss of export privileges, reputational harm, adverse media coverage, and other collateral consequences.

If any subpoenas or investigations are launched, or governmental or other sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, results of operations, and financial condition could be materially harmed.

Responding to any action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees.

Enforcement actions and sanctions could further harm our business, results of operations, and financial condition.

Activities of our customers and partners could damage our brand, subject us to liability and harm our business and financial results.

Our license terms prohibit our customers from using our products in breach of any applicable laws or regulations and, in particular, to use our SaaS products in any way that is unlawful, illegal, fraudulent or harmful or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity and our license terms permit it to terminate an agreement and the granted licenses for our products if we becomes aware of illegal use.

Our customers or partners may nonetheless engage in prohibited or illegal activities or use our products in violation of applicable laws, which could subject it to liability.

Furthermore, our brand may be negatively impacted by the actions of customers or partners that are deemed to be hostile, offensive, inappropriate, or illegal.

We do not expect to proactively monitor or review the appropriateness of the content of stored by our customers or our partners’

Safeguards may not be sufficient for us to avoid liability or avoid harm to the AvePoint brand.

Hostile, offensive, inappropriate, or illegal use could harm our business and financial results.

In many jurisdictions, laws relating to the liability of providers of online services for activities of our customers and other third parties are being tested by actions based on defamation, invasion of privacy, unfair competition, copyright and trademark infringement, and other theories.

Any court ruling or other governmental regulation or action that imposes liability on customers of online services in connection with the activities of our own clients or other third parties could harm our business.

We could also be subject to liability under applicable law, which may not be fully mitigated by our license terms.

Any liability attributed to us could harm our brand, reputation, ability to expand our subscriber base, and financial results.

We provide our products and services to businesses in highly regulated industries and to customers with elevated confidentiality, privacy or security requirements, including public sector customers, which will subject us to a number of challenges and risks.

We have historically provided our products and services to customers in highly regulated industries such as pharmaceuticals, finance, insurance, healthcare and life sciences, and we may have customers in other highly regulated industries in the future.

We expect that we will also provide our products and services to customers that have significantly higher than usual requirements for the confidentiality, protection of data or security of our infrastructure and operations, such as public sector customers in the defense, infrastructure management and other sectors.

Providing products and services to such entities will subject us to a number of challenges and risks.

Selling to such entities can be highly competitive, expensive, and time-consuming, often requiring significant upfront time and expense without any assurance that these efforts will generate a sale.

Customers in highly- regulated industries or in the public sector may demand shorter subscription periods or other contract terms that differ from our standard arrangements, including terms that can lead those customers to obtain broader rights in our offerings than would be standard.

Such entities may have statutory, contractual, or other legal rights to terminate contracts, conduct audits or execute other measures, with us or our partners due to a default or for other reasons.

Any such measure may harm our reputation, business, results of operations and financial condition.

Additionally, due to the heightened regulatory environment in which they operate or their elevated confidentiality, privacy or security requirements, potential customers in these industries and sectors may encounter additional difficulties when trying to move away from legacy products to products like those we provide, in particular to those in an SaaS format, which can negatively affect our business and results of operations.

Examinations by relevant tax authorities may result in material changes in reserves for tax positions taken in previously filed tax returns or may impact the valuation of certain deferred income tax assets, such as NOL carryforwards.

Based on the outcome of examinations by relevant tax authorities, or as a result of the expiration of statutes of limitations for specific jurisdictions, it is possible that the reserves for tax positions taken in previously filed tax returns will materially change from those recorded in our financial statements.

In addition, the outcome of examinations may impact the valuation of certain deferred income tax assets (such as NOL carryforwards) in future periods.

It is not possible to estimate the impact of such changes, if any, to such reserves for uncertain tax positions.

Changes in tax laws or regulations that are applied adversely to us or our customers could increase the cost of our products and services and adversely impact our business.

New income, sales, use, or other tax laws, statutes, rules, regulations, or ordinances could be enacted at any time.

Any new taxes could harm our domestic and international business operations and our business and financial performance.

Existing tax laws, statutes, rules, regulations, or ordinances could be interpreted, changed, modified or applied adversely.

These events could require us or customers using our products and services to pay additional tax amounts on a prospective or retroactive basis.

They could require us or our customers to pay fines and/or penalties and interest for past amounts deemed to be due.

If we raise our prices to offset the costs of these changes, existing and potential customers may elect not to continue to subscribe or elect to subscribe to our products and services in the future.

Additionally, new, changed, modified, or newly interpreted or applied tax laws could increase our and our customers’

compliance, operating and other costs, as well as the costs of our products and services.

Any or all of these events could adversely impact our business and financial performance.

Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations.

Legislation enacted in 2017, informally titled the Tax Cuts and Jobs Act (the “

TCJA ”), generally eliminates the ability to carry back any net operating losses (" NOLs ") to prior taxable years, while allowing NOLs generated in tax periods beginning after December 31, 2017, to be carried forward indefinitely.

Under the TCJA, as modified by the Coronavirus Aid, Relief, and Economic Security Act (the “

CARES Act ”), the amount of NOLs that we are permitted to deduct in any taxable year beginning after December 31, 2020, is limited to 80% of our taxable income in such year, where taxable income is determined without regard to the NOL deduction itself.

It is uncertain if and to what extent various states will conform to the TCJA or the CARES Act.

The changes in the carryforward/carryback periods as well as the limitation on use of NOLs in the taxable years beginning after December 31, 2020 may affect our ability to fully utilize available NOLs.

In addition, at the state level, there may be periods during which the use of NOLs is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed.

Changes in our provision for income taxes or adverse outcomes resulting from examination of our income tax returns could affect our results.

We will be subject to income taxation in the United States and numerous other jurisdictions.

Determining our provision for income taxes will require significant management judgment.

In addition, the provision for income taxes could be negatively impacted by many factors, including, among other things, changes to our operating structure, changes in the amounts of earnings in jurisdictions with different statutory tax rates, changes in the valuation of deferred tax assets and liabilities and changes in tax laws.

We are subject to ongoing tax examinations in various jurisdictions.

Tax authorities may disagree with our intercompany charges, cross- jurisdictional transfer pricing or other matters and assess additional taxes.

While we regularly evaluate the likely outcomes of these examinations to determine the adequacy of our provision for income taxes, there can be no assurance that the outcomes of such examinations will not have a material impact on our results of operations and cash flows.

In addition, we may be audited in various jurisdictions, and such jurisdictions may assess additional taxes against us.

The final determination of any tax audits or litigation could be materially different from historical tax provisions and accruals, which could harm our results of operations or cash flows in the period or periods for which a determination is made.

Significant judgment is required to determine the recognition and measurement attributes prescribed in Accounting Standards Codification (“

ASC ”) 740-10-25.

In addition, ASC 740-10-25 applies to all income tax positions, which if settled unfavorably could adversely impact our provision for income taxes.

Our international operations may subject us to potential adverse tax consequences.

We have been expanding our international operations and personnel to better support our growth into international markets.

Our corporate structure and associated transfer pricing policies contemplate future growth into the international markets, taking into account the functions, risks, and assets of the various entities involved in the intercompany transactions.

After the Mergers, the amount of taxes we will pay in different jurisdictions may depend on:

(1) the application of the tax laws of the various jurisdictions, including the United States, to our international business activities, (2) changes in tax rates, (3) new or revised tax laws or interpretations of existing tax laws and policies, and (4) our ability to operate our business in a manner consistent with our corporate structure and intercompany arrangements.

Taxing authorities may challenge the transfer pricing methodologies of our intercompany arrangements or disagree with our determinations as to the income and expenses attributable to specific jurisdictions.

If such a challenge or disagreement were to occur, and our position was not sustained, we could be required to pay additional taxes, interest, and penalties.

This could result in one-time tax charges, higher effective tax rates, reduced cash flows, and lower overall profitability of our operations.

Our financial statements could fail to reflect adequate reserves to cover such a contingency.

Risks Related to Intellectual Property

We will rely on third-party proprietary and open source software for our products and services.

The inability to obtain third-party licenses for such software, obtain them on favorable terms, or adhere to the license terms for such software or any errors or failures caused by such software could harm our business, results of operations and financial condition.

Some of our offerings will include software or other intellectual property licensed from third parties.

It may be necessary in the future to renew licenses relating to various aspects of these applications or to seek new licenses for existing or new applications.

Necessary licenses may not be available on acceptable terms or under open source licenses permitting redistribution in commercial offerings, if at all.

The inability to obtain certain licenses or other rights or to obtain such licenses or rights on favorable terms could result in delays in product releases until equivalent technology can be identified, licensed or developed, if at all, and integrated into our products and services, which could harm our business, results of operations and financial condition.

Third parties may allege that additional licenses are required for our use of their software or intellectual property, which it may be unable to obtain on commercially reasonable terms or at all.

The inclusion in our offerings of software or other intellectual property licensed from third parties on a non-exclusive basis could limit our ability to differentiate our offerings from those of our competitors.

Failure to properly adhere to the license terms for software or other intellectual property might have negative effects, such as revocation of the license grant, penalties, added license fees or other liabilities.

To the extent that our products and services depend upon the successful operation of third-party software, any undetected errors or defects in such third-party software could impair the functionality of our products and services, delay new feature introductions, result in a failure of products and services, and injure our reputation.

A significant portion of our products will incorporate open source software, and we expect to incorporate open source software into other offerings or products in the future.

Such open source software is generally licensed by its authors or other third parties under open source licenses.

Little legal precedent governs the interpretation of these licenses;

therefore, the potential impact of these terms on our business is unknown and may result in unanticipated obligations regarding our technologies.

If a distributor of open source software were to allege that we had not complied with our license, we could be required to incur significant legal expenses.

In addition, if the license terms for the open source code change we may be forced to re-engineer our software or incur additional costs.

If we combine our proprietary software with open source software or utilizes open source software in a certain manner, under some open source licenses, we could be in breach of the license if we did not release the source code of our proprietary software.

Releasing the source code could substantially help competitors develop products that are similar to or better than ours and could help malevolent actors detect security weaknesses to develop and deploy attacks, including malware, against our products and systems.

If we are unable to protect our intellectual property, the value of our brands and other intangible assets may be diminished, and our business may be adversely affected.

We rely and expect to continue to rely on a combination of confidentiality, assignment, and license agreements with our employees, consultants, and third parties with whom we have relationships, as well as trademark, copyright, patent, trade secret, and domain name protection laws, to protect our proprietary rights.

Third parties may knowingly or unknowingly infringe our proprietary rights, third parties may challenge proprietary rights held by us, and pending and future trademark and patent applications may not be approved.

In addition, effective intellectual property protection may not be available in every country in which we operate or intend to operate our business.

In any or all of these cases, we may be required to expend significant time and expense in order to prevent infringement or to enforce our rights.

Although we have generally taken measures to protect our proprietary rights, there can be no assurance that others will not offer products or concepts that are substantially similar to ours and compete with our business.

We could incur substantial costs in protecting or defending our proprietary rights.

Failure to adequately protect our rights could impair our competitive position, or cause us to lose valuable assets, experience reduced revenue, or incur costly litigation.

Our success is dependent, in part, upon protecting our proprietary technology.

We have historically relied on a combination of trade secret laws, contractual provisions, trademarks, service marks, and copyrights in an effort to establish and protect our proprietary rights.

However, the steps we have taken, and the steps we intend to take, to protect our intellectual property may be inadequate.

Any of our trademarks or other intellectual property rights may be challenged or circumvented by others or invalidated through administrative process or litigation.

Others may independently develop similar products and services or adopt similar or identical brands for competing products and services.

Legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights are uncertain.

Despite our precautions, it may be possible for unauthorized third parties to copy our products and services and use information that we regards as proprietary to create products and services that compete with us.

Some license provisions restricting unauthorized use, copy, transfer, and disclosure of our intellectual property may be unenforceable under the laws of jurisdictions outside the United States.

To the extent we expand our international activities, our exposure to unauthorized copying and use of our platform and proprietary information may increase.

Moreover, effective trademark, copyright, and trade secret protection may not be available or commercially feasible in every country in which it conducts business.

Further, intellectual property law, including statutory and case law, particularly in the United States, is constantly developing.

Changes in the law could make it harder for us to enforce our rights.

We will continue to enter into confidentiality and invention assignment agreements with our employees and consultants and into confidentiality agreements with strategic and business partners, advisers and customers.

However, we cannot be certain that we have entered into such agreements with all parties who may have or have had access to our confidential information, that the agreements that we entered into will be effective in controlling access to and distribution of our proprietary information or that they will provide an adequate remedy in the event of unauthorized disclosure of confidential information.

These agreements also will not prevent our competitors or partners from independently developing technologies that are equivalent or superior to our products and services.

In addition, former employees or contractors may start working for competitors and may use our confidential information there.

We may be required to spend significant resources to monitor, protect, and enforce our intellectual property rights.

Litigation may be necessary in the future to enforce our intellectual property rights and protect our trade secrets.

Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming, and distracting to management.

Such litigation could result in the impairment or loss of portions of our intellectual property.

Enforcement of our intellectual property rights may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of our intellectual property.

An adverse determination of any litigation proceedings could put our intellectual property at risk of being invalidated or interpreted narrowly.

An adverse determination could risk the issuance or cancellation of pending trademark filings.

Because of the substantial discovery required in connection with intellectual property litigation, our confidential or sensitive information could be compromised by disclosure in litigation.

Litigation could result in public disclosure of results of hearings, motions, or other interim developments.

If securities analysts or investors perceive these results to be negative, it could have a negative impact on the price of our Common Stock.

Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of management’s attention and resources, could delay further sales or the implementation of our products and services, impair the functionality of our products and services, delay introductions of new functionality to our products and services, result in the substitution of inferior or more costly technologies into our products and services, or injure our reputation.

We will not be able to protect our intellectual property if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property.

Policing unauthorized use of our technologies, trade secrets, and intellectual property may be difficult, expensive, and time-consuming, particularly in foreign countries where the laws may not be as protective of intellectual property rights as those in the United States and where mechanisms for enforcement of intellectual property rights may be weak.

If we fail to meaningfully protect our intellectual property and proprietary rights, our business, operating results, and financial condition could be harmed.

Public Sector Risks

Significant changes in the contracting or fiscal policies of the public sector, or our failure to comply with certain laws or regulations, could harm the business we do with the public sector.

We have historically derived a portion of our revenue from governments and government-owned or - controlled entities (such as public health care bodies, educational institutions and utilities), which we refers to as the public sector in this Report, and the success and growth of our business will continue to depend in part on our successful procurement of public sector contracts.

Factors that could impede the ability to maintain or increase the amount of revenue derived from public sector contracts include:

Changes in public sector fiscal or contracting policies;

Decreases in available public sector funding;

Changes in public sector programs or applicable requirements;

Adoption of new laws or regulations or changes to existing laws or regulations;

Potential delays or changes in the public sector appropriations or other funding authorization processes;

Delays in the payment of invoices by public sector payment offices.

Furthermore, we must comply with laws and regulations relating to public sector contracting, which will affect how we and our channel partners do business in both the United States and abroad.

These laws and regulations may impose added costs on our business, and failure to comply with these or other applicable regulations and requirements, including non-compliance in the past, could lead to claims for damages from channel partners, penalties, termination of contracts, and temporary suspension or permanent debarment from public sector contracting.

Our sales to government entities are and will continue to be subject to a number of challenges and risks.

We sell our products and services to U.S.

federal and state and foreign governmental agency customers, often through resellers, and we may increase sales to government entities in the future.

Sales to government entities are subject to a number of challenges and risks.

Selling to government entities can be highly competitive, expensive and time consuming, often requiring significant upfront time and expense without any assurance that these efforts will generate a sale.

Contracts and subcontracts with government agency customers are subject to procurement laws and regulations relating to the award, administration, and performance of those contracts.

Government demand and payment for our products and services will be affected by public sector budgetary cycles and funding authorizations, with funding reductions or delays potentially diminishing public sector demand for our products and services.

We may be subject to audit or investigations relating to our sales to government entities, and any violations could result in various civil and criminal penalties and administrative sanctions, including termination of contracts, refunds of fees received, forfeiture of profits, suspension of payments, fines, and suspension or debarment from future government business.

Government entities may have statutory, contractual or other legal rights to terminate contracts with distributors and resellers for convenience or due to a default.

Any of these risks relating to our sales to governmental entities could adversely impact our future sales and operating results.

Human Capital Risks

We depend on the continued services of our founders, senior management team and skilled individual contributors, and the loss of one or more key employees or an inability to attract and retain highly skilled employees could harm our business.

Our success and future performance has depended largely upon the continued services of our founders and other executive officers.

We have relied on our leadership team to execute on our business plan, for research and development, marketing, sales, provision, maintenance and support of our products and services, and general and administrative functions, and on mission-critical individual contributors.

From time to time, our executive management team and the groups of skilled individual contributors may change from the hiring or departure of executive officers or such contributors, which could disrupt our business.

The employment agreements with our executive officers and other key personnel will not require them to continue to work for us for any specified period;

therefore, they could terminate their employment at any time.

The loss of one or more of our executive officers or key employees (including any limitation on the performance of their duties or short-term or long-term absences as a result of COVID-19) could significantly delay or prevent the achievement of our development and strategic objectives.

We maintain insurance for our directors and executive officers;

however, there is no assurance that the amount of any such insurance would likely be sufficient to compensate for the impact of losing their services.

To execute our growth plan, we must attract and retain highly qualified personnel.

Competition for these personnel is intense, especially for experienced software engineers and senior sales executives.

If we are unable to attract such personnel in cities where our offices are located, we may need to hire in other locations, which may add to the complexity and costs of our business operations.

We expect to continue to experience difficulty in hiring and retaining employees with appropriate qualifications.

Many of the companies with which we will compete for experienced personnel have greater resources.

If we hire employees from competitors or other companies, their former employers may attempt to assert that these employees or that we have breached our legal obligations, resulting in a diversion of management’s time and resources.

In addition, job candidates and existing employees often consider the value of the stock awards they receive in connection with their employment.

If the perceived value of stock awards declines, it may harm our ability to recruit and retain highly skilled employees.

If we fail to attract new personnel or fail to retain and motivate our current personnel, our business and future growth prospects could be harmed, or customers may lose confidence in the knowledge and capability of our employees.

If we are unable to maintain our corporate culture as it grows, it could lose the agility, innovation, teamwork, passion and focus on execution that we believe has contributed to our success, and our business may be harmed.

Our customers have historically relied on our personnel for support related to our products, in particular SaaS products.

High-quality support continues to be important for the renewal and expansion of agreements with our existing customers.

The importance of high-quality support will increase as we expand our business and pursue new customers.

If we do not help our customers quickly resolve issues and provide effective ongoing support, our ability to sell new products and services to existing and potential customers could suffer and our reputation with existing or potential customers could be harmed.

The ability to attract, recruit, and retain highly qualified employees (such as pre-sales and post sales technical solutions professionals, customer success professionals or software engineers) is critical to our success and growth.

Our future success and growth depend, in part, on our ability to continue to recruit and retain highly skilled personnel, particularly pre-sales and post-sales technical solutions professionals, customer success professionals or software engineers.

Any of our employees may terminate their employment at any time and competition for highly skilled personnel is usually intense.

Moreover, to some extent, when we hire personnel from certain companies, it may be subject to allegations that they have been improperly solicited or divulged proprietary or other confidential information.

If we are unable to attract or retain qualified employees, our ability to innovate, introduce new products and compete would be adversely impacted, and our financial condition and results of operations may suffer.

A failure to hire and integrate additional sales and marketing personnel or maintain their productivity could harm our results of operations and growth prospects.

Our business requires intensive sales and marketing activities.

Sales and marketing personnel are essential to attracting new customers and expanding sales to existing customers, both of which are key to our future growth.

We face several challenges in successfully expanding our sales force.

We must locate and hire a significant number of qualified individuals, and competition for such individuals is intense.

In addition, as our expands into new markets with which it has less familiarity, we will need to recruit individuals who are multilingual or who have skills particular to a certain geography, and it may be difficult to find candidates with those qualifications.

We plan to significantly increase our headcount in the short term, but may be unable to achieve our hiring or integration goals due to a number of factors, including, but not limited to, challenges in finding individuals with the correct background due to increased competition for such hires and increased attrition rates among new hires.

We invest significant time and resources in training new members of our sales force and may be unable to achieve our target performance levels with new sales personnel as rapidly as we have done in the past due to larger numbers of hires or lack of experience training sales personnel to operate in new jurisdictions.

Our failure to hire enough qualified individuals, or to integrate new sales force members within the time periods hawse have achieved historically, may materially impact our projected growth rate.

Risks Related to Our Common Stock

The market price of shares of our Common Stock may be volatile, which could cause the value of your investment to decline.

Even if an active trading market develops, the market price of our Common Stock may be highly volatile and could be subject to wide fluctuations.

Securities markets worldwide experience significant price and volume fluctuations.

The securities markets have experienced significant volatility as a result of the COVID-19 pandemic.

Market volatility, as well as general economic, market, or political conditions, could reduce the market price of shares of our Common Stock regardless of our operating performance.

Our operating results could be below the expectations of public market analysts and investors due to a number of potential factors, including:

(1) variations in quarterly operating results or dividends, if any, to stockholders, (2) additions or departures of key management personnel, (3) publication of research reports about our industry, (4) litigation and government investigations, (5) changes or proposed changes in laws or regulations or differing interpretations or enforcement of laws or regulations affecting our business, (6) adverse market reaction to any indebtedness incurred or securities issued in the future, (7) changes in market valuations of similar companies, (8) adverse publicity or speculation in the press or investment community, (9) announcements by competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures, or capital commitments and (10) the impact of the COVID-19 pandemic on our management, employees, partners, customers, and operating results.

In response, the market price of shares of our Common Stock could decrease significantly.

You may be unable to resell your shares of our Common Stock at or above your purchase price.

Following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against such company.

Such litigation, if instituted against us, could result in substantial costs and a diversion of management’s attention and resources

A small number of stockholders have substantial control over us, which may limit other stockholders ’

 ability to influence corporate matters and delay or prevent a third party from acquiring control over us.

Our directors and executive officers and their respective affiliates beneficially own, in the aggregate, approximately 55% of our outstanding Common Stock.

This significant concentration of ownership may have a negative impact on the trading price for our Common Stock because investors often perceive disadvantages in owning stock in companies with controlling stockholders.

In addition, these stockholders will be able to exercise influence over all matters requiring stockholder approval, including the election of directors and approval of corporate transactions, such as a merger or other sale of us or our assets.

This concentration of ownership could limit stockholders’

ability to influence corporate matters and may have the effect of delaying or preventing a change in control, including a merger, consolidation or other business combination, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control, even if that change in control would benefit the other stockholders.

There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq.

If the Nasdaq delists our securities from trading on its exchange for failure to meet the listing standards, we and our stockholders could face significant negative consequences including:

Limited availability of market quotations for our securities;

liquidity for our securities;

determination that our Class A common stock is a “penny stock”

which will require brokers trading in our Class

A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary

trading market for our securities;

limited amount of news and analyst coverage;

decreased ability to issue additional securities or obtain additional financing in the future.

National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating

the sale of certain securities, which are referred to as “covered securities.”

Because our units, our Class A common

stock and warrants are listed on Nasdaq, our units, Class A common stock and our warrants are covered securities.

states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies

if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale

of covered securities in a particular case.

While we are not aware of a state having used these powers to prohibit or restrict

the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view

blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities

of blank check companies in their states.

Further, if we were no longer listed on Nasdaq, our securities would not be covered

securities and we would be subject to regulation in each state in which we offer our securities, including in connection with

our initial business combination.

may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders

of at least a majority of the then outstanding public warrants.

As a result, the exercise price of your warrants could be increased,

the exercise period could be shortened and the number of shares of our Class A common stock purchasable upon exercise of a warrant

could be decreased, all without your approval.

warrants are issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant

agent, and us.

The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder

to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least a majority of the

then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants

(which may include public warrants acquired by our sponsor or its affiliates in our initial public offering or thereafter in the

open market).

Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least

a majority of the then outstanding public warrants approve of such amendment.

Although our ability to amend the terms of the public

warrants with the consent of at least a majority of the then outstanding public warrants is unlimited, examples of such amendments

could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or stock,

shorten the exercise period or decrease the number of shares of our Class A common stock purchasable upon exercise of a warrant.

may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants

have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a

price of $0.01 per warrant, provided that the last reported sales price of our Class A common stock equals or exceeds $18.00 per

share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days

within a 30 trading-day period commencing once the warrants become exercisable and ending on the third trading day prior to the

date on which we give proper notice of such redemption and provided certain other conditions are met.

If and when the warrants

become redeemable by us, we may not exercise our redemption right if the issuance of shares of common stock upon exercise of the

warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such

registration or qualification.

We will use our best efforts to register or qualify such shares of common stock under the blue

sky laws of the state of residence in those states in which the warrants were offered by us in our initial public offering.

of the outstanding warrants could force you (i) to exercise your warrants and pay the exercise price therefor at a time when it

may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might otherwise

wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called

for redemption, is likely to be substantially less than the market value of your warrants.

None of the placement warrants will

be redeemable by us so long as they are held by the sponsor or its permitted transferees.

stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption

of their shares.

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.

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.

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

September 19, 2021 in the event we do not complete our initial business combination and, therefore, we do not intend to comply

with the foregoing procedures.

we will not be 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 10 years following our dissolution.

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

and our operations will be 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.

If our plan of

distribution complies with Section 281(b) of the DGCL, 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 likely be barred after the third anniversary of the dissolution.

We cannot assure you

that we will properly assess all claims that may be potentially brought against us.

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 beyond the third anniversary of such date.

Furthermore, 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.

have not registered the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act or any

state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus

precluding such investor from being able to exercise its warrants except on a cashless basis.

If the issuance of the shares upon

exercise of warrants is not registered, qualified or exempt from registration or qualification, the holder of such warrant will

not be entitled to exercise such warrant and such warrant may have no value and expire worthless.

have not registered the shares of Class A common stock issuable upon exercise of the warrants issued in our initial public offering

under the Securities Act or any state securities laws at this time.

However, under the terms of the warrant agreement, we have

agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination,

we will use our best efforts to file with the SEC a registration statement for the registration under the Securities Act of the

shares of Class A common stock issuable upon exercise of the warrants and thereafter will use our best efforts to cause the same

to become effective within 60 business days following our initial business combination and to maintain a current prospectus relating

to the Class A common stock issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the

provisions of the warrant agreement.

We cannot assure you that we will be able to do so if, for example, any facts or events arise

which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements

contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.

If the shares issuable

upon exercise of the warrants issued in our initial public offering are not registered under the Securities Act, we will be required

to permit holders to exercise their warrants on a cashless basis.

However, no warrant will be exercisable for cash or on a cashless

basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of

the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an

exemption from registration is available.

Notwithstanding the foregoing, if a registration statement covering the Class A common

stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of our initial

business combination, warrant holders may, until such time as there is an effective registration statement and during any period

when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the

exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available.

If that exemption, or

another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

We will use our

best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants

in the event that we are unable to register or qualify the shares underlying the warrants issued in our initial public offering

under applicable state securities laws and there is no exemption available.

If the issuance of the shares upon exercise of the

warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant will not be

entitled to exercise such warrant and such warrant may have no value and expire worthless.

In such event, holders who acquired

their warrants as part of a purchase of units will have paid the full unit purchase price solely for the shares of Class A common

stock included in the units.

If and when the warrants become redeemable by us, we may not exercise our redemption right if the

issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable

state blue sky laws or we are unable to effect such registration or qualification.

We will use our best efforts to register or

qualify such shares of common stock under the blue sky laws of the state of residence in those states in which the warrants were

offered by us in our initial public offering.

However, there may be instances in which holders of our public warrants may be unable

to exercise such public warrants but holders of our placement warrants may be able to exercise such placement warrants.

you exercise your public warrants on a “cashless basis,”

you will receive fewer shares of Class A common stock from

such exercise than if you were to exercise such warrants for cash.

are circumstances in which the exercise of the public warrants may be required or permitted to be made on a cashless basis.

if a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective

by the 60 th business day after the closing of our initial business combination, warrant holders may, until such time

as there is an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the

Securities Act or another exemption.

Second, if a registration statement covering the Class A common stock issuable upon exercise

of the warrants is not effective within a specified period following the consummation of our initial business combination, warrant

holders may, until such time as there is an effective registration statement and during any period when we shall have failed to

maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section

3(a)(9) of the Securities Act, provided that such exemption is available;

if that exemption, or another exemption, is not available,

holders will not be able to exercise their warrants on a cashless basis.

Third, if we call the public warrants for redemption,

our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis.

event of an exercise on a cashless basis, a holder would pay the warrant exercise price by surrendering the warrants for that

number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of

Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the

“fair market value”

(as defined in the next sentence) by (y) the fair market value.

The “fair market value”

is the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior

to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the

holders of warrants, as applicable.

As a result, you would receive fewer shares of Class A common stock from such exercise than

if you were to exercise such warrants for cash.

market for our securities and a market for our securities may not develop, which would adversely affect the liquidity and price

of our securities.

price of our securities may vary significantly due to one or more potential business combinations and general market or economic

Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained.

You may be unable to sell your securities unless a market can be established and sustained.

may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.

have agreed to indemnify our officers and directors to the fullest extent permitted by law.

However, our officers and directors

have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek

recourse against the trust account for any reason whatsoever.

Accordingly, any indemnification provided will be able to be satisfied

by us only if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.

Our obligation to indemnify our officers and directors may discourage stockholders from bringing a lawsuit against our officers

or directors for breach of their fiduciary duty.

These provisions also may have the effect of reducing the likelihood of derivative

litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders.

Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage

awards against our officers and directors pursuant to these indemnification provisions.

performance by our management team and advisors may not be indicative of future performance of an investment in us.

performance by our management team and advisors is not a guarantee either (i) of success with respect to any business combination

we may consummate or (ii) that we will be able to locate a suitable candidate for our initial business combination.

not rely on the historical record of our management team’s or advisors’

performance as indicative of the future performance

of an investment in the company or the returns the company will, or is likely to, generate going forward.

Additionally, in the

course of their respective careers, members of our management team have been involved in businesses and deals that were unsuccessful.

Our officers and directors have not had experience with blank check companies or special purpose acquisition companies in the

are dependent upon our executive officers and directors and their departure, or any illness contracted as a result of COVID-19

or otherwise, could adversely affect our ability to operate.

operations are dependent upon a relatively small group of individuals and, in particular, our executive officers and directors.

We believe that our success depends on the continued service of our executive officers and directors, at least until we have completed

our initial business combination.

We do not have an employment agreement with, or key-man insurance on the life of, any of our

directors or executive officers.

The unexpected loss of the services of one or more of our directors or executive officers and/or

advisors including due to disease (such as COVID-19), disability or death, could have a detrimental effect on us.

occurrence of natural disasters may adversely affect our business, financial condition and results of operations following our

business combination.

occurrence of natural disasters, including hurricanes, floods, earthquakes, tornadoes, fires and pandemic disease may adversely

affect our business, financial condition or results of operations following our business combination.

The potential impact of

a natural disaster on our results of operations and financial position is speculative and would depend on numerous factors.

extent and severity of these natural disasters determines their effect on a given economy.

Although the long-term effect of diseases

such as the COVID-19 “coronavirus,”

H5N1 “avian flu,”

or H1N1, the “swine flu,”

cannot currently

be predicted, previous occurrences of avian flu and swine flu had an adverse effect on the economies of those countries in which

they were most prevalent.

An outbreak of a communicable disease in our market could adversely affect our business, financial condition

and results of operations, and timely reporting obligations under Regulation S-X and Regulation S-K following our business combination.

We cannot assure you that natural disasters will not occur in the future or that our business, financial condition and results

of operations will not be adversely affected.

incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial

depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those

of third parties with which we may deal.

Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure,

or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary

information and sensitive or confidential data.

As an early stage company without significant investments in data security protection,

we may not be sufficiently protected against such occurrences.

We may not have sufficient resources to adequately protect against,

or to investigate and remediate any vulnerability to, cyber incidents.

It is possible that any of these occurrences, or a combination

of them, could have adverse consequences on our business and lead to financial loss.

A determination that our Common Stock is a “penny stock” which will require brokers trading in our Common Stock to adhere to more stringent rules,

Possibly resulting in a reduced level of trading activity in the secondary trading market for shares of our Common Stock;

A limited amount of analyst coverage;

A decreased ability to issue additional securities or obtain additional financing in the future.

If our operating and financial performance in any given period does not meet the guidance provided to the public or the expectations of investment analysts, the market price of our Common Stock may decline.

We may, but are not obligated to, provide public guidance on our expected operating and financial results for future periods.

Any such guidance will consist of forward-looking statements, subject to the risks and uncertainties described in this Report and in our other public filings and public statements.

The ability to provide this public guidance, and the ability to accurately forecast our results of operations, may be impacted by the COVID-19 pandemic.

Our actual results may not always be in line with or exceed any guidance we have provided, especially in times of economic uncertainty, such as the current global economic uncertainty being experienced as a result of the COVID-19 pandemic.

If, in the future, our operating or financial results for a particular period do not meet any guidance provided or the expectations of investment analysts, or if we reduce our guidance for future periods, the market price of our Common Stock may decline as well.

Even if we do issue public guidance, there can be no assurance that we will continue to do so in the future.

We have incurred (and will continue to incur) significant increased expenses and administrative burdens as a public company, which could negatively impact our business, financial condition and results of operations.

We face increased legal, accounting, administrative and other costs and expenses as a public company that we did not incur as a private company.

The Sarbanes-Oxley Act of 2002 (“

Sarbanes-Oxley ”), including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the PCAOB and the securities exchanges, impose additional reporting and other obligations on public companies.

Compliance with public company requirements has, and will continue to, increase costs and make certain activities more time-consuming.

A number of those requirements will require us to carry out activities in which we did not engage as a private company.

For example, we have created new board committees and adopted new internal controls and disclosure controls and procedures.

In addition, expenses associated with SEC reporting requirements have been and will continue to be incurred.

Furthermore, if any issues in complying with those requirements are identified (for example, if we identify a material weakness or significant deficiency in the internal control over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues could harm our reputation or investor perceptions of us.

It may also be more expensive to obtain director and officer liability insurance.

Risks associated with our status as a public company may make it more difficult to attract and retain qualified persons to serve on our board of directors or as executive officers.

The additional reporting and other obligations imposed by these rules and regulations will increase legal and financial compliance costs and the costs of related legal, accounting, and administrative activities.

These increased costs will require the us to divert a significant amount of money that could otherwise be used to expand our business and achieve strategic objectives.

Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs

Our management has identified material weaknesses in our internal control over financial reporting and we may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of our financial statements or cause us to fail to meet our periodic reporting obligations.

As a public company, our management is required to maintain internal control over financial reporting and to report any material weaknesses in such internal control.

Prior to the consummation of the Business Combination, we were a private company with limited accounting and financial reporting personnel and other resources with which to address our internal controls and procedures.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

We determined that we had material weaknesses in internal control because we did not maintain effective controls related to:

(i) the completeness and accuracy of financial accounting, reporting and disclosures, (ii) the identification, review and accounting for nonroutine transactions and/or events and (iii) segregation of duties with respect to the processing of financial transactions.

With the oversight of senior management and our audit committee, we implemented actions under a remediation plan which include (A) the hiring of personnel with technical accounting and financial reporting experience to further bolster our ability to assess judgmental areas of accounting and provide an appropriate level of oversight of activities related to internal control over financial reporting and (B) the engagement of external consultants in the assistance of the evaluation of complex accounting matters.

We are implementing additional actions under a remediation plan which include, but are not limited to, (I) the implementation of improved accounting and financial reporting procedures and controls to improve the completeness and accuracy of our financial accounting, reporting and disclosures and (II) the establishment of formalized internal controls to review and maintain segregation of duties between control operators.

We have continued the implementation of this plan and believe the measures described above will remediate the material weaknesses identified and strengthen our internal control over financial reporting.

We are committed to continuing to improve our internal control processes and will continue to diligently and vigorously review our financial reporting controls and procedures.

While we continue to implement our plan to remediate the material weaknesses described above, we cannot predict the success of such plan or the outcome of our assessment of these plans at this time.

If our steps are insufficient to remediate the material weaknesses successfully and otherwise establish and maintain an effective system of internal control over financial reporting, the reliability of our financial reporting, investor confidence in us, and the value of our Common Stock could be materially and adversely affected.

We can give no assurance that the implementation of this plan will remediate these deficiencies in internal control or that additional material weaknesses or significant deficiencies in our internal control over financial reporting will not be identified in the future.

Our failure to implement and maintain effective internal control over financial reporting could result in errors in our financial statements that could result in a restatement of our financial statements, causing us to fail to meet our reporting obligations.

As a public company, we are obligated to develop and maintain proper and effective internal control over financial reporting in order to comply with Section 404 of the Sarbanes-Oxley Act.

We may not complete our analysis of our internal control over financial reporting in a timely manner, these internal controls may not be determined to be effective, and our independent registered public accounting firm may issue an adverse opinion, which may adversely affect investor confidence in us and, as a result, the value of our Common Stock.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.

We are in the very early stages of the costly and challenging process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404 of the Sarbanes-Oxley Act (“SOX”).

In addition to our remediation efforts described under the heading “

our management has identified material weaknesses in our internal control over financial reporting and we may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of our financial statements or cause us to fail to meet our periodic reporting obligations, ”

we may need to undertake various costly and time-consuming actions, such as implementing new internal controls and procedures and hiring accounting or internal audit staff, which may adversely affect our business, financial condition and results of operations.

We may not be able to complete our evaluation, testing and any required remediation in a timely manner.

If we are unable to assert that our internal control over financial reporting is effective, we could lose investor confidence in the accuracy and completeness of our financial reports, which would cause the price of our Common Stock to decline, and we may be subject to investigation or sanctions by the SEC.

We may be required, pursuant to Section 404 of SOX, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting as of December 31, 2022 at the time we file our next Annual Report on Form 10-K.

This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting, including the existing material weakness, if not remediated.

We are also required to disclose changes made in our internal control and procedures on a quarterly basis.

Additionally, the existence of any material weakness, including our existing material weaknesses identified by management previously, or significant deficiency requires management to devote significant time and incur significant expense to remediate any such material weaknesses or significant deficiencies and management may not be able to remediate any such material weaknesses or significant deficiencies in a timely manner.

The existence of any material weakness in our internal control over financial reporting could also result in errors in our financial statements that could require us to restate our financial statements, cause us to fail to meet our reporting obligations and cause shareholders to lose confidence in our reported financial information, all of which could materially and adversely affect our business and stock price.

We qualify as an “

emerging growth company.

 The reduced public company reporting requirements applicable to emerging growth companies may make our Common Stock less attractive to investors.

We qualify as an “emerging growth company”

under SEC rules.

As an emerging growth company, we will be permitted and plan to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies.

These provisions include but are not limited to:

(1) an exemption from compliance with the auditor attestation requirement in the assessment of internal control over financial reporting pursuant to Section 404 of SOX, (2) not being required to comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, (3) reduced disclosure obligations regarding executive compensation arrangements in periodic reports, registration statements, and proxy statements, and (4) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

As a result, the information we provide will be different than the information that is available with respect to other public companies that are not emerging growth companies.

If some investors find our Common Stock less attractive as a result, there may be a less active trading market for our Common Stock, and the market price of our Common Stock may be more volatile.

We will remain an emerging growth company until the earliest of:

(1) December 31, 2024, (2) the last day of the fiscal year in which we have gross revenue exceeding $1.07 billion, (3) the date on which we have, during the immediately preceding three-year period, issued more than $1.0 billion in non-convertible debt securities, and (4) the end of any fiscal year in which the market value of our Common Stock held by non-affiliates exceeds $700 million as of the end of the second quarter of that fiscal year.

Our management does not have extensive experience in operating a public company.

Our executive officers have limited experience in the management of a publicly traded company.

Our management team may not successfully or effectively manage our transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws.

Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities, which will result in less time being devoted to our management and growth.

We may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the United States.

The development and implementation of the standards and controls necessary for us to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected.

It is possible that we will be required to expand our employee base and hire additional employees to support our operations as a public company, which will increase our operating costs in future periods.

If securities or industry analysts do not publish research or reports about our business or publish negative reports, the market price of our Common Stock could decline.

The trading market for our Common Stock will be influenced by the research and reports that industry or securities analysts publish about us or our business.

If regular publication of research reports ceases, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume of our Common Stock to decline.

Moreover, if one or more of the analysts who cover us downgrade our Common Stock or if reporting results do not meet their expectations, the market price of our Common Stock could decline.

We have no current plans to pay cash dividends on our Common Stock;

as a result, stockholders may not receive any return on investment unless they sell their Common Stock for a price greater than the purchase price.

We have no current plans to pay dividends on our Common Stock.

Any future determination to pay dividends will be made at the discretion of our board of directors, subject to applicable laws.

It will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual, legal, tax and regulatory restrictions, general business conditions, and other factors that the board of directors may deem relevant.

In addition, the ability to pay cash dividends may be restricted by the terms of debt financing arrangements, as any future debt financing arrangement likely will contain terms restricting or limiting the amount of dividends that may be declared or paid on our Common Stock.

As a result, stockholders may not receive any return on an investment in our Common Stock unless they sell their shares for a price greater than that which they paid for them.

General Risk Factors

The COVID-19 pandemic could continue to disrupt the availability or performance of our products and services, require unfavorable changes to our existing products, negatively impact our global technical, sales, and distribution infrastructure, delay the introduction of future products, and adversely impact the global economy on a macro level, any one of which has the potential to harm our business, financial condition, and results of operations.

While we were able to deliver significant growth in 2020 and 2021 despite the COVID-19 pandemic, the measures attempting to contain and mitigate the effects of the COVID-19 pandemic, including stay-at-home, business closure, and other restrictive orders, and the resulting changes in businesses’

behaviors, have disrupted our normal operations and impacted our employees, suppliers, partners, and customers.

We expect these disruptions and impacts to continue for the foreseeable future.

In response to the COVID-19 pandemic, we took a number of actions that have impacted and continue to impact our business, including transitioning employees across all our offices (including our corporate headquarters) to remote work-from-home arrangements, imposing travel and related restrictions, and reducing operational expenditures significantly, including a reduction of approximately 10% of our global workforce during the first half of 2020.

Given the continued spread of COVID-19, the emergence of new variants, and the resulting personal, economic, and governmental reactions, we may have to take additional actions in the future that could harm our business, financial condition and results of operations.

While we have a distributed workforce and our employees are accustomed to working remotely or with other remote employees, our workforce has not historically been fully remote.

Prior to the COVID-19 pandemic, certain of our employees traveled frequently to establish and maintain relationships with our customers and partners.

We continue to monitor the situation and may adjust our current policies as more information and guidance become available.

Suspending travel and doing business in-person on a long-term basis could negatively impact our marketing efforts, our ability to enter into customer contracts in a timely manner, our international expansion efforts and our ability to recruit employees across the organization.

These changes could negatively impact our sales and marketing in particular, which could have longer-term effects on our sales pipeline, or create operational or other challenges as our workforce remains predominantly remote, any of which could harm our business.

In addition, our management team has spent, and will likely continue to spend, significant time, attention, and resources monitoring the COVID-19 pandemic and associated global economic uncertainty and seeking to manage its effects on our business and workforce.

The degree to which COVID-19 will affect our business and results of operations will depend on future developments that are highly uncertain and cannot currently be predicted.

These developments include, but are not limited to, the duration, extent and severity of the COVID-19 pandemic, the emergence of new variants of the disease, actions taken to contain the COVID-19 pandemic including through vaccinations, the impact of the COVID-19 pandemic and related restrictions on economic activity in domestic market and international trade, and the extent of the impact of these and other factors on our employees, suppliers, partners and customers.

The COVID-19 pandemic and related restrictions could limit our customers’

ability to continue to operate, such as by limiting their abilities to obtain inventory, generate sales, or make timely payments to us.

It could disrupt or delay the ability of employees to work because they become sick or are required to care for those who become sick, or for dependents for whom external care is not available.

It could cause delays or disruptions in services provided by key suppliers and vendors, increase the vulnerability of us and our partners and service providers to security breaches, denial of service attacks or other hacking or phishing attacks, or cause other unpredictable effects.

The COVID-19 pandemic also has caused heightened uncertainty in the global economy.

If economic conditions further deteriorate, consumers and business clients may not have the financial means to make purchases from our customers and may delay or reduce discretionary purchases, negatively impacting our customers and, as a consequence, the results of our operations.

Uncertainty from the pandemic may cause prospective or existing customers to defer investment in the areas covered by our products and services or to reduce the value or duration of contracts and may also require us to provide larger pricing discounts or extended payment terms.

Our SMB customers may be more susceptible to general economic conditions than larger businesses, which may have greater liquidity and access to capital.

Since the impact of COVID-19 is ongoing and because of our subscription-based business model, the effect of the COVID-19 pandemic and the related impact on the global economy may not be fully reflected in our results of operations until future periods.

Some of our customers have experienced, and may continue to experience, financial hardships that could result in delayed or even uncollectible payments in the future.

Further, to the extent there is a sustained general economic downturn and our software and services are perceived by our existing and potential customers as costly or too difficult to deploy or migrate to, our revenue may be disproportionately affected by delays or reductions in general information technology spending.

Competitors, many of whom are larger and more established than us, may respond to market conditions by lowering prices and attempting to lure away our customers.

We cannot predict the timing, strength, or duration of any economic slowdown, instability, or recovery, generally, or within any particular industry.

If the economic conditions of the general economy or markets in which we operate worsen from present levels, our business, results of operations and financial condition could be harmed.

Natural catastrophic events and man-made problems such as power disruptions, global pandemics, computer viruses, data security breaches, war, and terrorism may disrupt our business.

We rely heavily on our and third parties’, in particular Microsoft’s, network infrastructure and IT systems for our business operations.

An online attack, earthquake, fire, terrorist attack, armed conflicts (such as the current conflict between Russia and Ukraine), power loss, global pandemics, such as the COVID-19 pandemic, telecommunications failure, or other similar catastrophic event could cause system interruptions, delays in accessing our service, reputational harm, and loss of critical data or customer data.

Such events could prevent us from providing our products and services to our customers.

A catastrophic event that results in the destruction or disruption of our or third parties’

data centers, or our network infrastructure or IT systems, including any errors, defects, or failures in third-party hardware, could affect our ability to conduct normal business operations, and harm our operating results.

We may also incur significant costs for using alternative equipment or facilities or taking other actions in preparation for, or in reaction to, any such events.

Acts of war and other international conflicts, such as the Russia-Ukraine crisis, terrorism and other geo-political unrest or health issues, such as outbreak of pandemic or epidemic disease, such as COVID-19, or fear of such events, could cause disruptions in our or our customers’

businesses, national economies or the world economy as a whole.

In addition, computer malware, viruses and computer hacking, fraudulent use attempts and phishing attacks have become more prevalent in our industry, and our internal systems may be victimized by such attacks.

Although we maintain incident management and disaster response plans, in the event of a major disruption caused by a natural disaster or man-made problem, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in our development activities, lengthy interruptions in service, security breaches and incidents and loss of critical data.

Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability, security and availability of our platform to the satisfaction of our users may materially harm our reputation and our ability to retain existing customers and attract new customers.

Further, if a catastrophic event occurs in a region from which we derive a significant portion of our revenue, customers in such region may delay or forego purchases of our products, which may materially and adversely impact our results of operations for a particular period.

In addition, acts of terrorism could cause disruptions in our business or the business of partners, customers or the economy as a whole.

Given our historical concentration of sales at each quarter end, any disruption in the business of partners or customers that impacts sales at the end of each quarter could harm our quarterly results.

All of the aforementioned risks may be augmented if disaster recovery plans for the or our partners prove to be inadequate.

To the extent that any of the above results in delays or cancellations of customer orders, or the delay in the manufacture, deployment or shipment of products, our business, financial condition and results of operations would be harmed.

In addition, as computer malware, viruses, computer hacking, fraudulent use attempts, and phishing attacks have become more prevalent, we will face increased risk from such activities.

Such activities threaten the performance, reliability, security, and availability of our products and services.

Any computer malware, viruses, computer hacking, fraudulent use attempts, phishing attacks, or other data security breaches to our systems could, among other things, harm our reputation and our ability to retain existing customers and attract new customers.

Items 1B, 2, 3, and 4

UNRESOLVED STAFF COMMENTS

We have received no written comments regarding our periodic or current reports from the staff of the SEC that were issued 180 days or more preceding the end of our fiscal year 2021 that remain unresolved.

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 1A. Risk Factors