AvePoint, Inc. 10-K

Item 8. Financial Statements AND SUPPLEMENTARY DATA     Index to Financial Statements   Page Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 )   71 Report of Predecessor Independent Registered Public Accounting Firm (PCAOB ID No. 173 )   72 Consolidated Balance Sheets   73 Consolidated Statements of Operations   74 Consolidated Statements of Comprehensive Loss   75 Consolidated Statements of Mezzanine Equity and Stockholders’ Equity (Deficiency )   76 Consolidated Statements of Cash Flows   78 Notes to Consolidated Financial Statements   79       70 Table of Contents     REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   To the shareholders and the Board of Directors of AvePoint, Inc.   Opinion on the Financial Statements   We have audited the accompanying consolidated balance sheet of AvePoint, Inc. and subsidiaries (the " Company ") as of December 31, 2021, the related consolidated statements of operations, comprehensive loss, mezzanine equity and stockholders’ equity, and cash flows, for the year then ended, and the related notes (collectively referred to as the " financial statements "). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.   Basis for Opinion   These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (" PCAOB ") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.   We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.   Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.   /s/ DELOITTE & TOUCHE LLP   We have served as the Company's auditor since 2021. New York, New York March 31, 2022   71 Table of Contents     REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   Shareholders and the Board of Directors of AvePoint, Inc. Jersey City, New Jersey   Opinion on the Financial Statements   We have audited the accompanying consolidated balance sheets of AvePoint, Inc. (the " Company ") as of December 31, 2020, the related consolidated statements of operations, comprehensive loss, mezzanine equity and stockholders’ deficiency, and cash flows for each of the two years in the period ended December 31, 2020, and the related notes (collectively referred to as the " financial statements "). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.   Basis for Opinion   These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (" PCAOB ") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.   We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.   Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.   /s/  Crowe LLP   We served as the Company's auditor from 2017 to 2021.   New York, New York March 10, 2021, except for the number of shares and per share amounts, as to which the date is March 31, 2022   72 Table of Contents         AvePoint, Inc. and Subsidiaries Consolidated Balance Sheets (In thousands, except par value)         December 31,     December 31,       2021     2020   Assets                 Current assets:                 Cash and cash equivalents   $ 268,217     $ 69,112   Short-term investments     2,411       992   Accounts receivable, net of allowance of $ 838 and $ 1,767 as of December 31, 2021 and December 31, 2020, respectively     55,067       48,250   Prepaid expenses and other current assets     8,461       2,343   Total current assets     334,156       120,697   Property and equipment, net     3,922       2,663   Deferred contract costs     38,926       31,943   Long-term unbilled receivables     6,268       5,499   Other assets     5,466       8,252   Total assets   $ 388,738     $ 169,054   Liabilities, mezzanine equity, and stockholders’ deficiency                 Current liabilities:                 Accounts payable   $ 1,824     $ 774   Accrued expenses and other liabilities     35,062       26,245   Current portion of deferred revenue     74,294       65,203   Total current liabilities     111,180       92,222   Long-term portion of deferred revenue     8,038       9,485   Share-based awards classified as liabilities     —       43,502   Earn-out shares liabilities     10,012       —   Other non-current liabilities     3,943       3,658   Total liabilities     133,173       148,867   Commitments and contingencies (Note 10)                     Mezzanine equity                 Redeemable convertible preferred stock, $ 0.0001 par value; 94,695 shares authorized, 42,001 shares issued and outstanding with aggregate liquidation preference of $ 403,361 at December 31, 2020     —       183,390   Redemption value of common shares     —       25,074   Share-based awards classified as mezzanine equity     —       1,489   Redeemable noncontrolling interest     5,210       3,061   Total mezzanine equity     5,210       213,014   Stockholders’ equity (deficiency)                 Common stock, $ 0.0001 par value; 1,000,000 and 243,360 shares authorized, 181,822 and 100,068 shares issued and outstanding, at December 31, 2021 and December 31, 2020, respectively     18       12   Additional paid-in capital     625,056       105,159   Treasury stock     ( 1,739 )     —   Accumulated other comprehensive income     2,317       1,791   Accumulated deficit     ( 375,297 )     ( 299,789 ) Total stockholders’ equity (deficiency)     250,355       ( 192,827 ) Total liabilities, mezzanine equity, and stockholders’ equity (deficiency)   $ 388,738     $ 169,054   See accompanying notes.   73 Table of Contents     AvePoint, Inc. and Subsidiaries Consolidated Statements of Operations (In thousands, except per share amounts)       For the Year Ended       December 31,       2021     2020     2019   Revenue:                         SaaS   $ 85,580     $ 52,074     $ 27,744   Term license and support     50,970       38,949       26,985   Services     31,919       34,140       26,662   Maintenance     21,022       23,462       29,122   Perpetual license     2,418       2,908       5,586   Total revenue     191,909       151,533       116,099   Cost of revenue:                         SaaS     19,039       11,050       7,500   Term license and support     950       1,930       1,897   Services     30,726       26,089       24,727   Maintenance     1,949       1,221       2,275   Total cost of revenue     52,664       40,290       36,399   Gross profit     139,245       111,243       79,700   Operating expenses:                         Sales and marketing     100,512       76,545       61,901   General and administrative     59,221       36,872       24,614   Research and development     31,765       12,204       11,148   Depreciation and amortization     1,238       1,059       1,049   Total operating expenses     192,736       126,680       98,712   Loss from operations     ( 53,491 )     ( 15,437 )     ( 19,012 ) Change in earn-out shares liabilities and warrant liabilities     21,233       —       —   Interest income, net     102       41       56   Other expense, net     ( 632 )     ( 511 )     ( 604 ) Loss before income taxes     ( 32,788 )     ( 15,907 )     ( 19,560 ) Income tax expense     457       1,062       614   Net loss   $ ( 33,245 )   $ ( 16,969 )   $ ( 20,174 ) Net loss attributable to and accretion of redeemable noncontrolling interest     ( 1,974 )     ( 27 )     —   Net loss attributable to AvePoint, Inc.   $ ( 35,219 )   $ ( 16,996 )   $ ( 20,174 ) Deemed dividends on preferred stock     ( 32,928 )     ( 34,446 )     ( 107,469 ) Net loss available to common shareholders   $ ( 68,147 )   $ ( 51,442 )   $ ( 127,643 ) Loss per share:                         Basic   $ ( 0.48 )   $ ( 0.57 )   $ ( 1.72 ) Diluted   $ ( 0.48 )   $ ( 0.57 )   $ ( 1.72 ) Shares used in computing loss per share:                         Basic     141,596       89,638       74,006   Diluted     141,596       89,638       74,006       See accompanying notes.   74 Table of Contents       AvePoint, Inc. and Subsidiaries Consolidated Statements of Comprehensive Loss (In thousands)         For the Year Ended       December 31,       2021     2020     2019   Net loss   $ ( 33,245 )   $ ( 16,969 )   $ ( 20,174 ) Other comprehensive income net of taxes                         Foreign currency translation adjustments     463       217       347   Total other comprehensive income     463       217       347   Total comprehensive loss   $ ( 32,782 )   $ ( 16,752 )   $ ( 19,827 ) Comprehensive income attributable to redeemable noncontrolling interests     ( 1,911 )     ( 27 )     —   Total comprehensive loss attributable to AvePoint, Inc   $ ( 34,693 )   $ ( 16,779 )   $ ( 19,827 )   See accompanying notes.   75 Table of Contents     AvePoint, Inc. and Subsidiaries Consolidated Statements of Mezzanine Equity and Stockholders’ Equity (Deficiency) For the Year Ended December 31, 2021, 2020 and 2019 (In thousands, except share amounts)                       Redeemable     Share     Redeemable     Total                                             Accumulated     Total       Convertible     Common     Based     noncontrolling     mezzanine                     Additional                     Other     Stockholders’       Preferred Stock (1)     Shares     Awards     interest     equity     Common Stock (1)     Paid-In     Treasury     Accumulated     Comprehensive     Equity       Shares     Amount     Amount     Amount     Amount     Amount     Shares     Amount     Capital     Stock     Deficit     Income     (Deficiency)   Balance, December 31, 2020     42,000,592     $ 183,390     $ 25,074     $ 1,489     $ 3,061     $ 213,014       100,068,469     $ 12     $ 105,159     $ —     $ ( 299,789 )   $ 1,791     $ ( 192,827 ) Reclassification of share-based awards to mezzanine equity     —       —       —       206       —       206       —       —       ( 206 )     —       —       —       ( 206 ) Reclassification of common shares to mezzanine equity     —       —       6,872       —       —       6,872       —       —       —       —       —       —       —   Remeasurement of redemption value of common shares     —       —       7,361       —       —       7,361       —       —       —       —       ( 7,361 )     —       ( 7,361 ) Proceeds from exercise of options     —       —       —       —       —       —       5,141,331       —       8,242       —       —       —       8,242   Common stock issued upon vesting of restricted stock units     —       —       —       —       —       —       170,852       —       —       —       —       —       —   Stock-based compensation expense     —       —       —       —       —       —       —       —       46,475       —       —       —       46,475   Remeasurement of redemption value of convertible preferred stock     —       32,928       —       —       —       32,928       —       —       —       —       ( 32,928 )     —       ( 32,928 ) Issuance of redeemable noncontrolling interest in EduTech     —       —       —       —       238       238       —       —       515       —       —       —       515   Conversion of convertible preferred stock     ( 42,000,592 )     ( 216,318 )     —       —       —       ( 216,318 )     28,500,592       3       85,390       —       —       —       85,393   Reclassification of redeemable common shares from mezzanine to permanent equity     —       —       ( 39,307 )     —       —       ( 39,307 )     —       —       39,307       —       —       —       39,307   Reclassification of share-based awards from liabilities and mezzanine equity to permanent equity     —       —       —       ( 1,695 )     —       ( 1,695 )     —       —       41,152       —       —       —       41,152   Merger and recapitalization, net of transaction costs     —       —       —       —       —       —       47,940,523       3       299,736       —       —       —       299,739   Reclassification of earn-out RSUs to earn-out shares     —       —       —       —       —       —       —       —       ( 714 )     —       —       —       ( 714 ) Reclassification of Apex shares purchased prior to the Business Combination     —       —       —       —       —       —       —       —       —       ( 1,739 )     —       —       ( 1,739 ) Comprehensive income (loss):                                                                                                         Net loss     —       —       —       —       —       —       —       —       —       —       ( 33,245 )     —       ( 33,245 ) Net income attributable to and accretion of redeemable noncontrolling interest     —       —       —       —       1,974       1,974       —       —       —       —       ( 1,974 )     —       ( 1,974 ) Foreign currency translation adjustment     —       —       —       —       ( 63 )     ( 63 )     —       —       —       —       —       526       526   Balance, December 31, 2021     —     $ —     $ —     $ —     $ 5,210     $ 5,210       181,821,767     $ 18     $ 625,056     $ ( 1,739 )   $ ( 375,297 )   $ 2,317     $ 250,355         76 Table of Contents                       Redeemable     Share     Redeemable     Total                                     Accumulated     Total       Convertible     Common     Based     noncontrolling     mezzanine                     Additional             Other     Stockholders’       Preferred Stock (1)     Shares     Awards     interest     equity     Common Stock (1)     Paid-In     Accumulated     Comprehensive     Equity       Shares     Amount     Amount     Amount     Amount     Amount     Shares     Amount     Capital     Deficit     Income     (Deficiency)   Balance, December 31, 2019     51,091,344     $ 182,656     $ 10,684     $ 1,291     $ —     $ 194,631       84,331,573     $ 10     $ 33,691     $ ( 233,957 )   $ 1,574     $ ( 198,682 ) Reclassification of share-based awards to mezzanine equity     —       —       —       198       —       198       —       —       ( 198 )     —       —       ( 198 ) Remeasurement of redemption value of common shares     —       —       14,390       —       —       14,390       —       —       —       ( 14,390 )     —       ( 14,390 ) Proceeds from exercise of options     —       —       —       —       —       —       759,293       —       612       —       —       612   Stock-based compensation expense     —       —       —       —       —       —       —       —       3,277       —       —       3,277   Proceeds from the issuance of common stock, net of issuance costs     —       —       —       —       —       —       11,979,055       1       56,260       —       —       56,261   Settlement of restricted stock issued in exchange for non-recourse promissory note     —       —       —       —       —       —       2,607,432       1       4,639       —       —       4,640   Issuance of common shares in exchange for issuance cost     —       —       —       —       —       —       391,115       —       2,407       —       —       2,407   Remeasurement of redemption value of convertible preferred stock     —       32,976       —       —       —       32,976       —       —             ( 32,976 )     —       ( 32,976 ) Redemption of Series B convertible preferred stock     ( 9,090,752 )     ( 32,242 )     —       —       —       ( 32,242 )     —       —       —       ( 1,470 )     —       ( 1,470 ) Issuance of redeemable noncontrolling interest in EduTech     —       —       —       —       3,034       3,034       —       —       4,471       —       —       4,471   Comprehensive loss:                                                                                                 Net loss     —       —       —       —       —       —       —       —       —       ( 16,969 )     —       ( 16,969 ) Net income attributable to noncontrolling interest     —       —       —       —       27       27       —       —       —       ( 27 )     —       ( 27 ) Foreign currency translation adjustment     —       —       —       —       —       —       —       —       —       —       217       217   Balance, December 31, 2020     42,000,592     $ 183,390     $ 25,074     $ 1,489     $ 3,061     $ 213,014       100,068,469     $ 12     $ 105,159     $ ( 299,789 )   $ 1,791     $ ( 192,827 )                         Redeemable     Share     Redeemable     Total                                     Accumulated     Total       Convertible     Common     Based     noncontrolling     mezzanine                     Additional             Other     Stockholders’       Preferred Stock (1)     Shares     Awards     interest     equity     Common Stock (1)     Paid-In     Accumulated     Comprehensive     Equity       Shares     Amount     Amount     Amount     Amount     Amount     Shares     Amount     Capital     Deficit     Income     (Deficiency)   Balance, December 31, 2018     58,529,461     $ 108,958     $ —     $ 774     $ —     $ 109,732       73,838,841     $ 9     $ 10,244     $ ( 154,289 )   $ 1,227     $ ( 142,809 ) Reclassification of share-based awards to mezzanine equity     —       —       —       517       —       517       —       —       ( 517 )     —       —       ( 517 ) Remeasurement of redemption value of common shares     —       —       10,684       —       —       10,684       —       —       ( 10,684 )     —       —       ( 10,684 ) Cumulative effect of accounting change     —       —       —       —       —       —       —       —       —       47,975       —       47,975   Proceeds from exercise of options     —       —       —       —       —       —       451,955       —       88       —       —       88   Stock-based compensation expense     —       —       —       —       —       —       —       —       3,094       —       —       3,094   Options reclassified from permanent equity to liability     —       —       —       —       —       —       —       —       ( 2,203 )     —       —       ( 2,203 ) Proceeds from the issuance of common stock, net of issuance costs     —       —       —       —       —       —       10,040,777       1       33,669       —       —       33,670   Proceeds from the issuance of Series C convertible preferred stock, net of issuance costs     42,000,593       145,230       —       —       —       145,230       —       —       —       —       —       —   Redemption of Series A convertible preferred stock     ( 5,834,851 )     ( 9,258 )     —       —       —       ( 9,258 )     —       —       —       ( 8,030 )     —       ( 8,030 ) Redemption of Series B convertible preferred stock     ( 43,603,859 )     ( 80,695 )     —       —       —       ( 80,695 )     —       —       —       ( 81,018 )     —       ( 81,018 ) Deemed dividend on extinguishment of Series B convertible preferred stock     —       15,408       —       —       —       15,408       —       —       —       ( 15,408 )     —       ( 15,408 ) Remeasurement of redemption value of convertible preferred stock     —       3,013       —       —       —       3,013       —       —       —       ( 3,013 )     —       ( 3,013 ) Comprehensive loss:                                                                                                 Net loss     —       —       —       —       —       —       —       —       —       ( 20,174 )     —       ( 20,174 ) Foreign currency translation adjustment     —       —       —       —       —       —       —       —       —       —       347       347   Balance, December 31, 2019     51,091,344     $ 182,656     $ 10,684     $ 1,291     $ —     $ 194,631       84,331,573     $ 10     $ 33,691     $ ( 233,957 )   $ 1,574     $ ( 198,682 )   (1) As part of the Business Combination (as disclosed in "Note 3 — Business Combination" ), all per share information has been retroactively adjusted using an exchange ratio of 8.69144 per share.   See accompanying notes.   77 Table of Contents     AvePoint, Inc. and Subsidiaries Consolidated Statements of Cash Flows (In thousands)         For the Year Ended       December 31,       2021     2020     2019   Operating activities                         Net loss   $ ( 33,245 )   $ ( 16,969 )   $ ( 20,174 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities:                         Depreciation and amortization     1,238       1,059       1,049   Foreign currency remeasurement loss (gain)     1,308       ( 378 )     362   Provision for doubtful accounts     ( 740 )     690       296   Stock-based compensation     59,508       33,767       13,893   Loss (gain) on disposal of property and equipment     ( 15 )     80       7   Deferred income taxes     ( 175 )     ( 433 )     ( 1,610 ) Change in value of earn-out and warrant liabilities     ( 21,233 )     —       —   Changes in operating assets and liabilities:                         Accounts receivable and long-term unbilled receivables     ( 9,012 )     ( 8,946 )     ( 13,150 ) Prepaid expenses and other current assets     ( 5,914 )     1,204       156   Deferred contract costs and other assets     ( 8,121 )     ( 3,236 )     ( 5,023 ) Accounts payable, accrued expenses and other liabilities     10,626       971       7,778   Deferred revenue     10,805       11,311       14,365   Net cash provided by (used in) operating activities     5,030       19,120       ( 2,051 ) Investing activities                         Maturity (purchase) of short-term investments     ( 916 )     2,391       ( 398 ) Purchase of property and equipment     ( 2,461 )     ( 1,023 )     ( 1,083 ) Net cash provided by (used in) investing activities     ( 3,377 )     1,368       ( 1,481 ) Financing activities                         Proceeds from recapitalization of Apex shares     491,563       —       —   Redemption of redeemable convertible preferred stock     ( 130,925 )     ( 33,712 )     ( 179,000 ) Redemption of Legacy AvePoint common stock     ( 106,169 )     —       —   Purchase of treasury stock     ( 1,628 )     —       —   Payment of net cash settlement for management options     ( 7,530 )     —       —   Proceeds from stock option exercises     5,566       612       88   Proceeds from sale of common shares of subsidiary     753       7,505       —   Repayments of capital leases     ( 25 )     ( 49 )     ( 82 ) Payments of debt issuance costs     —       ( 300 )     —   Proceeds from issuance of Common stock, net of issuance costs     —       58,770       33,670   Collection of promissory note     —       284       —   Collection of non-recourse promissory note     —       4,639       —   Proceeds from issuance of Series C convertible preferred stock     —       —       150,000   Payments of transaction fees by Legacy AvePoint     ( 2,998 )     ( 2,089 )     —   Payments of transaction fees     ( 49,990 )     ( 101 )     ( 4,770 ) Net cash provided by (used in) financing activities     198,617       35,559       ( 94 ) Effect of exchange rates on cash     ( 1,165 )     903       ( 590 ) Net increase (decrease) in cash and cash equivalents     199,105       56,950       ( 4,216 ) Cash and cash equivalents at beginning of period     69,112       12,162       16,378   Cash and cash equivalents at end of period   $ 268,217     $ 69,112     $ 12,162   Supplemental disclosures of cash flow information                         Cash paid for:                         Interest   $ 13     $ —     $ —   Income taxes   $ 4,037     $ 1,068     $ 247   Non-cash investing and financing activities                         Issuance of common shares in exchange for issuance cost   $ —     $ 2,408     $ —   Property and equipment acquired under capital leases   $ —     $ 29     $ 57     See accompanying notes.   78 Table of Contents   AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements       1. Nature of Business and Organization   Apex Technology Acquisition Corporation (" Apex ") was a blank check company incorporated in Delaware on April 5, 2019. Apex was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. AvePoint, Inc. (“ Legacy AvePoint ”) was incorporated as a New Jersey corporation on July  24, 2001, was redomiciled as a Delaware corporation in 2006, and changed its name to "AvePoint Operations, Inc." in June  2021.   On November  23, 2020, Legacy AvePoint and the members of the Apex Group entered into the Business Combination Agreement. On July 1, 2021, Pursuant to the terms of the Business Combination Agreement, Merger Sub 1, a wholly owned subsidiary of Apex, merged with and into Legacy AvePoint, with Legacy AvePoint surviving the merger as a wholly-owned subsidiary of Apex. Promptly following the first merger, Legacy AvePoint merged with and into Merger Sub 2, with Merger Sub 2 as the surviving company and a wholly owned subsidiary of Apex, subsequently renamed “AvePoint US LLC.” Following the consummation of those merger activities, Apex was renamed “AvePoint, Inc.” On July 26, 2021,  AvePoint US LLC merged with and into AvePoint, Inc. with AvePoint, Inc. (hereinafter referred to as “ AvePoint ,” “ we ,” " us ," or “ our ”) surviving. See the sections of this Annual Report titled " Business — 2021 Consummation of the Business Combination ” (Part I, Item 1 of this Annual Report) and " Note 3 - Business Combination " (Part II, Item 8 of this Annual Report) for additional information.   We are a leading provider of enterprise collaboration and productivity software solutions. We develop, market, and sell our suite of software solutions and services, primarily in North America, Europe, Australia, and Asia. We provide our customers with high-performance infrastructure management, compliance, data governance, mobility and productivity, online services and software solutions consulting. We do this through our Confidence Platform, a SaaS platform that assists organizations who use M365 and more than a half dozen other cloud collaboration utilities. Our Confidence Platform, built on AOS, contains our suites of software solutions: our Control Suite, for data governance enabling collaboration services at scale, with automation and repeatable business templates; our Fidelity Suite for the preservation of data integrity as organizations undergo digital transformation projects to streamline the way they work from one collaboration system to the next; and our Resilience Suite to help organizations comply with data governance regulations, preserve business records for compliance, and ensure business continuity.   Our principal headquarters are located in Jersey City, New Jersey, with our operating headquarters in Richmond, Virginia and additional offices in North America, Europe, Asia, Australia and the Middle East.     2. Summary of Significant Accounting Policies   Basis of Presentation   The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and include the consolidated accounts of AvePoint, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.   Comparative Data  Certain amounts from prior periods which have been presented separately have been grouped to conform to the current period presentation, including:     •   The reclassification of prepaid rent to be included in prepaid expenses and other current assets on the consolidated balance sheets as of December 31, 2020;     •   The reclassification of accrued rent obligation to be included in accounts payable, accrued expenses and other liabilities on the consolidated statements of cash flows for the years ended December 31, 2020 and 2019;     •   The reclassification of equity issuance costs to be offset from proceeds from issuance of common stock on the consolidated statements of mezzanine equity and stockholders' equity (deficiency) for the year ended December 31, 2020;     •   The reclassification of equity issuance costs to be offset from proceeds from issuance of Series C preferred stock on the consolidated statements of mezzanine equity and stockholders' equity (deficiency) for the year ended December 31, 2019;     •   The reclassification of remeasurement of redemption value of Series B preferred stock to be offset from remeasurement of redemption value of Series C preferred stock and both included in the remeasurement of redemption value of convertible preferred stock on the consolidated statements of mezzanine equity and stockholders’ equity (deficiency) for the year ended December 31, 2019; and     •   The reclassification of current portion of capital lease and deferred rent into others on the Note 7 — accrued expenses and other liabilities in the notes to consolidated financial statements as of December 31, 2020.   Business Combination   The Business Combination was accounted for as a reverse recapitalization as Legacy AvePoint was determined to be the accounting acquirer under Financial Accounting Standards Board’s Accounting Standards Codification Topic 805, Business Combinations. This determination was primarily based on Legacy AvePoint comprising the ongoing operations of the combined entity, Legacy AvePoint’s senior management comprising the majority of the senior management of the combined company and the prior shareholders of Legacy AvePoint having a majority of the voting power of the combined entity. In connection with the Business Combination, the outstanding shares of Legacy AvePoint's preferred stock were redeemed for cash and shares of AvePoint’s Common Stock and the outstanding shares of Legacy AvePoint's common stock were converted into AvePoint's Common Stock, representing a recapitalization, and the net assets of the Company were acquired at historical cost, with no goodwill or intangible assets recorded. Operations and assets and liabilities of the Company prior to the Business Combination in these financial statements are those of Legacy AvePoint. As a result, these financial statements represent the continuation of Legacy AvePoint and the historical shareholders’ deficiency. Common stock, preferred stock and loss per share of Legacy AvePoint prior to the Business Combination have been retrospectively adjusted for the Business Combination using an exchange ratio of 8.69144. Options to purchase common stock of Legacy AvePoint were converted into options to purchase common stock of AvePoint, Inc. using an exchange ratio of 8.6914. The options, as converted, continue to be governed by Legacy AvePoint's existing stock option plan. The accumulated deficit of Legacy AvePoint has been carried forward after the Business Combination. Refer to "Note 3  — Business Combination" for additional information. All per share information in the consolidated balance sheets, consolidated statements of operations, consolidated statements of mezzanine equity and stockholders' equity (deficiency) and the notes to consolidated financial statements have been retroactively adjusted using an exchange ratio of 8.69144 per share.   Use of Estimates   The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. We base our estimates and assumptions on historical experience and on various other assumptions that we believe are reasonable under the circumstances. The amounts of assets and liabilities reported in our consolidated balance sheets and the amounts of revenue and expenses reported for each of its periods presented are affected by estimates and assumptions, which are used for, but not limited to, the accounting for revenue recognition, allowance for doubtful accounts, deferred contract costs, income taxes and related reserves, stock-based compensation, and earn-out liabilities. Actual results and outcomes may differ from management’s estimates and assumptions due to risks and uncertainties, including uncertainty in the current economic environment due to the outbreak of COVID- 19.   79 Table of Contents     AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued)   Foreign Currency   We have foreign operations where the functional currency has been determined to be the local currency, in accordance with FASB ASC 830, Foreign Currency Matters . Adjustments resulting from translating such foreign functional currency assets and liabilities into U.S. dollars, based on current exchange rates, are recorded as a separate component of stockholders’ deficiency under the caption, accumulated other comprehensive income. Revenue and expenses are translated using average rates prevailing during the period. Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other income (expense), net in the Company’s consolidated statements of operations. Transaction losses totaled $ 0.9  million, $ 0.6  million and $ 0.7 million for the years ended December 31, 2021 , 2020 and 2019 respectively.   Cash and Cash Equivalents   We maintain cash with several high credit-quality financial institutions. We consider all investments available with original maturities of three months or less to be cash equivalents and consist mainly of U.S. treasury bills and certificate of deposits. These investments are not subject to significant market risk. We maintain our cash and cash equivalents in bank accounts which, at times, exceed the federally insured limits. We have not experienced any losses in such accounts. We maintain cash balances used in operations at entities based in the People’s Republic of China, which imposes regulations that limit the ability to transfer cash out of the country. As of December 31, 2021  and December 31, 2020 , our cash balances at these entities were $ 9.3  million and $ 6.8  million, respectively. For purposes of the consolidated statements of cash flows, cash includes all amounts in the consolidated balance sheets captioned cash and cash equivalents.   Short-Term Investments   Short-term investments consist mainly certificate of deposits held by financial institutions which have an initial maturity of greater than three months but less than or equal to one year at period end.   Allowance for Doubtful Accounts   The Company evaluates the collectability of its accounts receivable based on a combination of factors. Where we are aware of circumstances that may impair a specific customer’s ability to meet its financial obligations, we record a specific allowance against amounts due. For all other customers, we recognize allowances for doubtful accounts based on the length of time the receivables are outstanding, the current business environment and its historical experience. Accounts are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded when received. As such, we present trade receivables at their net estimated realizable value through use of the allowance for doubtful accounts.   Property and Equipment   Property and equipment are stated at cost and depreciated on a straight-line basis over the shorter of their estimated useful lives or related contract terms beginning in the year the asset was placed into service.   Years Computer equipment and software   3.0   Leasehold improvements 5.0 - 11.0 Furniture and fixture   7.0   Office equipment   5.0   Buildings   39.5     Normal repair and maintenance costs are expensed as incurred. We write off depreciated assets that are no longer in service.   Leasehold improvements are amortized over the lesser of the lease term or the estimated useful life of the improvements and such amortization is included in depreciation and amortization expense.   We evaluate long-lived assets, which include leasehold improvements and equipment subject to amortization, for impairment whenever events or changes in business circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss will be recognized when the aggregate of estimated undiscounted future cash flows expected to result from the use and the eventual disposition of the long-lived assets less than its carrying amount. Impairment, if any, is determined based on the fair value of the long-lived asset.   There were no impairment charges recognized during the years ended years ended  December 31, 2021 , 2020 , and 2019 , respectively.   We evaluate the portion of depreciation and amortization expense attributable to cost of revenue based on organizational headcount directly attributable to the generation of revenue. Based on this evaluation, we have determined that depreciation and amortization attributable to cost of revenue is not material; therefore, the full expense has been recorded in operating expenses in the consolidated statements of operations.   Deferred Contract Costs   We defer sales commissions earned by its sales force that are considered to be incremental and recoverable costs of obtaining SaaS, term license and support, service, perpetual license and maintenance contracts. We have structured commissions plans such that the commission rate paid on renewal contracts are less than those paid on the initial contract; therefore, it is determined that the renewal commissions are not commensurate with the initial commission. We determine the estimated average customer relationship period and average renewal term utilizing a portfolio approach. Deferred costs are periodically reviewed for impairment.   Amortization of deferred contract costs of $ 9.5  million, $ 10.5  million and $ 7.7 million for the years ended December 31, 2021 , 2020 and 2019 respectively, is included as a component of sales and marketing expenses in our consolidated statements of operations. Deferred contract costs recognized as a contract asset on our balance sheet was $ 38.9 million and $ 31.9 million at December 31, 2021  and December 31, 2020 , respectively.   Software Development Costs   Costs incurred in the development of new software products and enhancements to existing software products to be accounted for under software revenue recognition guidance are accounted for in accordance with ASC 985 - 20, Costs of Software to be Sold, Leased, or Marketed, or ASC 985 - 20. These costs, consisting primarily of salaries and related payroll costs, are expensed as incurred until technological feasibility has been established. After technological feasibility is established, costs are capitalized in accordance with ASC 985 - 20. Company’s primary on-premises product is DocAve which is within the scope of subtopic 985 - 20. DocAve has been on the market since 2002. Typically, the economic life of software produced is less than 5 years. As such, any costs subject to capitalization under ASC 985 - 20 would be fully amortized at this time. As a result, no internally generated software development costs have been capitalized as of December 31, 2021 or December 31, 2020.   We account for costs to develop or obtain internal-use software and implementation costs incurred in hosting arrangements in accordance with ASC 350 - 40, Internal-Use Software, or ASC 350 - 40. We also account for costs of significant upgrades and enhancements resulting in additional functionality under ASC 350 - 40. These costs are primarily software purchased for internal-use, purchased software licenses, implementation costs, and development costs related to our hosted product, which is accessed by customers on a subscription basis. Costs incurred for maintenance, training, and minor modifications or enhancements are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life, which is generally three years. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. Internally developed software costs required to be capitalized as defined by the accounting guidance are not material to our consolidated financial statements.   Revenue Recognition   We derive revenue from four primary sources: SaaS, term license and support, services, and maintenance.   The following table presents our revenue by source:       For the Year Ended       December 31,       2021     2020     2019       (in thousands)   Revenue:                         SaaS     $ 85,580       $ 52,074       $ 27,744   Term license and support     50,970       38,949       26,985   Services     31,919       34,140       26,662   Maintenance     21,022       23,462       29,122   Perpetual license     2,418       2,908       5,586   Total revenue     $ 191,909       $ 151,533       $ 116,099     Term license and perpetual license revenue recognized at point in time was $ 39.7  million, $ 32.4  million and $ 26.3 million for the years ended  December 31, 2021, 2020, and 2019, respectively. The remaining revenue amount is recognized over time.   Our sources of revenue mainly include:     •   SaaS and term license and support revenue includes revenue from sale of SaaS and term license and support, versions of our software and related customer support. SaaS revenue is recognized ratably over the term of the of the contract. Term License revenue includes distinct on-premises license and support performance obligations. The license is generally recognized upfront at the point in time when the software is made available to the customer to download and use, and the support is recognized ratably over the term of the of the contract.     •   Perpetual license revenue is recognized up front upon delivery of the licensed product and/or the utility that enables the customer to access authorization keys, provided that an enforceable contract has been received. Typically, our perpetual licenses are sold with post-contract support (PCS), which includes unspecified technical enhancements and customer support. Revenue from PCS is classified as maintenance revenue and is recognized ratably over the term of the contract, which is typically one year, as we satisfy the PCS performance obligation.     •   Services revenue includes revenue derived primarily from the implementation of software, training, consulting, and migrations. We also offer license customization and managed services. Services revenue from implementation, training, consulting, migration, and license customization is recognized by applying a measure of progress, such as labor hours to determine the percentage of completion of each contract. Services revenue from managed services is recognized ratably on a straight line basis over the contract term.   ASC 606 is a single standard for revenue recognition that applies to all of our SaaS, term license and support, services, perpetual license and maintenance arrangements and generally requires revenue to be recognized upon the transfer of control of promised goods or services provided to its customers, reflecting the amount of consideration it expects to receive for those goods or services. Pursuant to ASC 606, revenue are recognized upon the application of the following steps:     •   identification of the contract, or contracts, with a customer;     •   identification of the performance obligations in the contract;     •   determination of the transaction price;     •   allocation of the transaction price to the performance obligations in the contract; and     •   recognition of revenue when, or as, the contractual performance obligations are satisfied.   The timing of revenue recognition may differ from the timing of invoicing to our customers. We record an unbilled receivable when revenue is recognized prior to invoicing. Current unbilled receivable is included in accounts receivable, net in the consolidated balance sheets. We record deferred revenue in the consolidated balance sheets when cash is collected or invoiced before revenue is earned. Our standard payment terms are generally net 30 days. Invoices for SaaS, term license and support and maintenance are generally issued annually in advance or when the license is made available for customer use. Invoices for license contracts are generally issued when the license is available for the customer for download. Services are generally invoiced in advance or as the services are performed.   Total deferred revenue as of December 31, 2020  was $ 74.7  million, of which $ 62.1  million was recognized as revenues for the year ended December 31, 2021 .   80 Table of Contents     AvePoint, Inc. and Subsidiaries Notes to Consolidated Finan cial Statements (continued)   The opening and closing balances of the Company’s accounts receivable, net, deferred revenue and deferred contract costs are as follows:       Accounts             Deferred       receivable,     Deferred     contract       net (1)     revenue     costs       (in thousands)   Opening (January 1, 2020)   $ 43,619     $ 60,600     $ 28,351   Closing (December 31, 2020)     53,749       74,688       31,943   Increase/(decrease)     10,130       14,088       3,592                             Opening (January 1, 2021)   $ 53,749     $ 74,688     $ 31,943   Closing (December 31, 2021)     61,335       82,332       38,926   Increase/(decrease)     7,586       7,644       6,983     ( 1 ) Accounts receivable, net is inclusive of accounts receivable, net of allowance for doubtful accounts, current unbilled receivables and long-term unbilled receivables.   Our revenue arrangements generally include standard warranty or service level provisions that its arrangements will perform and operate in all material respects as defined in the respective agreements, the financial impacts of which have historically been and are expected to continue to be insignificant. Our arrangements generally do not include a general right of return relative to the delivered products or services. We recognize revenue net of any taxes collected from customers, which are subsequently remitted to governmental authorities.   Many of our contracts include multiple performance obligations. Judgment is required in determining whether each performance obligation is distinct. Our products and services generally do not require a significant amount of integration or interdependency; therefore, the Company’s products and services are generally not combined. We allocate the transaction price for each contract to each performance obligation based on the relative standalone selling price (“ SSP ”) for each performance obligation within each contract.   We use judgment in determining the SSP for products and services. For substantially all performance obligations except term licenses, we are able to establish the SSP based on the observable prices of products or services sold separately in comparable circumstances to similar customers. We typically establish an SSP range for our products and services which is reassessed on a periodic basis or when facts and circumstances change. Term license are sold only as a bundled arrangement that includes the rights to a term license and support.   In determining the SSP of license and support in a term license arrangement we applied observable inputs using the value relationship between support and term license, the value relationship between support and perpetual licenses, the average economic life of our products, software renewals rates and the price of the bundled arrangement  in relation to the perpetual licensing approach. Using a combination of the relative fair value method or the residual value method the SSP of the performance obligations in an arrangement was allocated to each performance obligation within a sales arrangement. As of December 31, 2021 , transaction price allocated to remaining performance obligations, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods, was $ 201.1  million, of which $ 147.1  million is related to SaaS and term license and support revenue. We expect to recognize approximately 76 %  of the total transaction price allocated to remaining performance obligations over the next twelve months and the remainder thereafter. We utilize indirect sales channels which utilize Channel Partners. These deals are executed in one of two ways:     1. Channel Partner as Customer   In the first form of these arrangements, the Channel Partner purchases the products from us at a discounted price and resells the products to end users at a price determined by the Channel Partner. In this scenario, the Channel Partner is the entity that has contracted with us and therefore is determined to be our customer. We recognize revenue when control of the goods and/or services are transferred to the customer. In this first form of the sales transaction, revenue recognition occurs upon transfer to the Channel Partner (acting as reseller) or as directed by the Channel Partner's (acting as reseller's) to its customer.     2. End User as Customer   In the second form, we bill the end user and the Channel Partner receives a commission. Upon analysis of deals executed through the second form of these channels, we determined that the end user represents our customer due to the fact that the end user purchased goods and/or services that are outputs of our ordinary activities. Consequently, Channel Partners utilized in deals executed through this second model are deemed to be agents of the transaction. In this second form of these arrangements, we recognize revenue upon transfer of the goods and/or services to the end user.   Stock-Based Compensation   Stock-based compensation represents the cost related to stock-based awards granted to employees. To date, we have issued both stock options and restricted stock units (" RSUs '). With respect to equity-classified awards, the Company measures stock-based compensation cost at the grant date based on the estimated fair value of the award and recognizes the cost as expense ratably (net of estimated forfeitures) over the requisite service period. With respect to liability-classified awards, the Company measures stock-based compensation cost at the grant date and at each reporting period based on the estimated fair value of the award. Stock-based compensation cost is recognized ratably over the requisite service period, net of actual forfeitures in the period.   We estimate the fair value of stock options using a Black-Scholes valuation model. The Black-Scholes model requires highly subjective assumptions in order to derive the inputs necessary to the calculate the fair value of stock options. To estimate the expected term of stock options, the Company considered contractual terms of the options, including the vesting and expiration periods, as well as historical option exercise data and current market conditions to determine an estimated expected term. The Company’s historical experience is too limited to be able to reasonably estimate expected term. Expected volatility is based on historical volatility of a group of peer entities. Dividend yields are based upon historical dividend yields. Risk-free interest rates are based on the implied yields currently available on U.S. Treasury zero coupon issues with a remaining term equal to the expected term.   Income Taxes   Deferred tax assets and liabilities are recognized for the future tax consequences attributable to difference between financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled.   We recognize liabilities for uncertain tax positions taken or expected to be taken in income tax returns. Accrued interest and penalties related to unrecognized tax benefits are recognized as part of the provision for income taxes. Judgment is required in determining the provision for income taxes, deferred tax assets and liabilities and unrecognize tax benefits. In determining the need for a valuation allowance, the historical and projected financial performance of the operation that is recording a net deferred tax asset is considered along with any other pertinent information.    We file income tax returns in the U.S. federal, various states and foreign jurisdictions. The tax years 2017 through 2020  are open and subject to audit by US federal, state and local authorities. The tax years 2011 through 2020  are open and subject to audit by foreign tax jurisdictions.   81 Table of Contents     AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued)     Redeemable Noncontrolling Interest   At December 31, 2021 and 2020, we owned approximately 76.09 % and 77.78 %, respectively, and AEPL PTE. LTD. (“ AEPL ”) owned 23.91 % and 22.22 %, respectively, of AvePoint EduTech Pte. Ltd.. (“ EduTech ”). As part of AEPL’s investment in EduTech, we granted AEPL a put option which allows AEPL to cause us to repurchase AEPL’s shares in EduTech at any time between December  24, 2022 and December  24, 2023 at a price equal to AEPL’s initial investment. Consequently, we record redeemable noncontrolling interest as mezzanine equity in our consolidated balance sheets. At each reporting period, we increase the carrying amount of the redeemable noncontrolling interest by periodic accretions using the interest method so that the carrying amount will equal the redemption amount on the date that the put option becomes exercisable, and adjustments to the value are recorded as net income attributable to and accretion of redeemable noncontrolling interest on consolidated statements of mezzanine equity and stockholders' equity (deficiency).   Emerging Growth Company   We are considered an emerging growth company. 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. We 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.   Recent Accounting Pronouncements   In August 2020, the FASB issued ASU 2020 - 06, “Debt — Debt with Conversion and Other Options (Subtopic 470 - 20 ) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815 — 40 )” (“ASU 2020 - 06” ). ASU 2020 - 06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The amendments in this ASU are effective for entities eligible to be smaller reporting companies for fiscal years beginning after December 15, 2023. We are currently evaluating the impact ASU 2020 - 06 will have on our consolidated financial statements.   In December 2019, the FASB issued ASU 2019 - 12, Income Taxes (ASC 740 ): Simplifying the Accounting for Income Taxes (ASU 2019 - 12 ), which is intended to simplify various areas related to the accounting for income taxes and improve consistent application of ASC 740. The amendments in this ASU are effective for EGC entities, which elected to take advantage of the extended transition period, for fiscal years beginning after December 15, 2021. Early adoption of the amendments is permitted, including adoption in any interim period for public business entities for periods for which financial statements have not yet been issued and all other entities for periods for which financial statements have not yet been made available for issuance. We are currently evaluating the impact of its pending adoption of ASU 2019 - 12 on our consolidated financial statements.   In February 2016, the FASB issued ASU 2016 - 02, Leases (ASC 842 ) and subsequently issued amendments to the initial guidance: ASU 2017 - 13, ASU 2018 - 10, ASU 2018 - 11, ASU 2018 - 20, ASU 2019 - 01, ASU 2019 - 10, ASU 2020 - 02,  ASU 2020 - 05 and ASU 2021 - 05  (collectively, ASC 842 ). ASC 842 requires companies to generally recognize on the balance sheet operating and financing lease liabilities and corresponding right-of-use assets. ASC 842 is effective for EGC entities, which elected to take advantage of the extended transition period, for fiscal years beginning after December 15, 2021. ASC 842 must be adopted using a modified retrospective method and its early adoption is permitted. The Company is currently evaluating the impact of adoption of this ASU on its consolidated financial statements. While the Company generally expects the financial records to be impacted by the requirements highlighted above, the Company cannot reasonably estimate the impact that adoption of the ASUs referenced in this announcement is expected to have on the financial statements at this time.   In January 2016, the FASB issued ASU 2016 - 13, “Financial Instruments — Credit Losses on Financial Instruments,” which replaces incurred loss methodology to estimate credit losses on financial instruments with a methodology that reflects expected credit losses. This amendment affects entities holding financial assets that are not accounted for at fair value through net income including trade receivables. Subsequently FASB issued ASU 2020 - 02 which deferred the adoption date. The amendments in this ASU are effective for EGC entities, which elected to take advantage of the extended transition period, for fiscal years beginning after December 15, 2022. Early application of the amendments is permitted. The Company is currently evaluating the impact of adoption of this ASU on its consolidated financial statements. While we generally expect the financial records to be impacted by the requirements highlighted above, we cannot reasonably estimate the impact that adoption of the ASUs referenced in this announcement is expected to have on the financial statements at this time.   82 Table of Contents     AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued)       3.  Business Combination   On November  23, 2020, Legacy AvePoint and the members of the Apex Group entered into the Business Combination Agreement. The Business Combination by and among Legacy AvePoint and the members of the Apex Group was effected on July 1, 2021 by the merger of Athena Technology Merger Sub, Inc. (" Merger Sub 1 ") with and into Legacy AvePoint (the “ First Merger ”), with Legacy AvePoint surviving the First Merger as a wholly-owned subsidiary of Apex, and promptly following the First Merger, Legacy AvePoint was merged with and into Athena Technology Merger Sub 2, LLC (" Merger Sub 2 ") (the “ Second Merger ”), with Merger Sub 2 surviving the Second Merger (the “ Surviving Entity ”) as a wholly-owned subsidiary of Apex (the Second Merger together with the First Merger, the “ Mergers ”). Following the consummation of the Mergers, the Surviving Entity changed its name to AvePoint US, LLC and Apex changed its name to AvePoint, Inc. (hereinafter referred to as “ AvePoint ,” the " Company ," “ we ,” " us ," or “ our ”). On July 26, 2021, AvePoint US, LLC was merged with and into AvePoint, with AvePoint surviving.   The following transactions occurred in connection with the Business Combination which impacted our mezzanine equity and permanent equity accounts:   ● Shares of Legacy AvePoint common stock were cancelled and converted into 103,831,523 shares of our Common Stock, par value $ 0.0001 per share. ● $ 106.2 million was paid to holders of Legacy AvePoint common stock in exchange for 10,602,105 shares of Common Stock (as converted).  ● Shares of Apex Class A common stock were cancelled and converted into 34,982,628 shares of our Common Stock. ● Shares of Apex Class B common stock were cancelled and converted into 9,560,000 shares of our Common Stock. ● Apex entered into subscription agreements with certain investors, whereby 14,000,000 shares of our Common Stock at $ 10.00  per share (“ PIPE Shares ”) for an aggregate purchase price of $ 140.0 million. ● A portion of Legacy AvePoint preferred stock was cancelled and converted into 28,500,592 shares of our Common Stock. The remaining preferred stock was redeemed for $ 130.9 million. ● Options to purchase Legacy AvePoint common stock (other than certain options held by certain executives and options issued to certain employees in the People's Republic of China) were cancelled and converted into an option to purchase our Common Stock with the same terms and conditions (including vesting and exercisability terms) applicable to the corresponding former Legacy AvePoint options. ● Options to purchase Legacy AvePoint common stock issued to employees in the People's Republic of China were cancelled and converted into an option to purchase our Common Stock with the same terms and conditions with the exception of fully vested options which will incur an additional month of vesting following the Business Combination to comply with local regulations. ● Legacy AvePoint Officer Awards, as defined in  "Note 13 — Stock-Based Compensation,"  were cancelled. Refer to  "Note 13 — Stock-Based Compensation" for more information. ● Put options on Legacy AvePoint Modified Options and Modified Common Stock, as defined in  "Note 13 — Stock-Based Compensation" , were cancelled. Refer to  "Note 13 — Stock-Based Compensation" for more information. ● We entered into earn-out agreements to issue additional shares if certain share price milestones are achieved. Refer to  "Note 11 — Company Earn-Out and Warrant Liabilities" for more information. ● We assumed public and private placement warrants from Apex. Refer to  "Note 11 — Company Earn-Out and Warrant Liabilities" for more information.   As of the Closing Date and following the completion of the Business Combination, we are authorized to issue up to 1,000,000,000 shares of Common Stock at a par value of $ 0.0001 per share and up to 20,000,000 shares of preferred stock, the rights, preferences and privileges of which may be designated from time to time by our Board.   As of the Closing Date and following the completion of the Business Combination, we had the following outstanding securities:   ● 180,272,638 shares of Common Stock; and ● 17,905,000 warrants, each exercisable for one share of Common Stock at a price of $ 11.50 per share (the “ Warrants ”).   As a result of the Business Combination, we received net cash consideration of $ 204.5 million. Legacy AvePoint and Apex incurred costs that are considered direct and incremental costs associated with the transaction. These costs amounted to $ 56.2  million and were treated as a reduction of additional paid-in capital.   Cash flows provided to or paid by Legacy AvePoint or Apex in connection with the Business Combination are included in our consolidated statements of cash flows as financing activities. Our purchase of shares of Apex common stock prior to the Business Combination is included in our consolidated statements of cash flows as a financing cash outflow. The shares purchased are recorded as treasury stock.     4. Concentration of Credit Risk   The Company deposits its cash with financial institutions and, at times, such balances may exceed federally insured limits. No customer accounted for more than 10% of revenue for the years ended December 31, 2021 ,  2020  and 2019, and no  customer made up more than 10% of accounts receivable as of December 31, 2021 and 2020.     83 Table of Contents     AvePoint, Inc. and Subsidiaries Notes to Consolidated Fin ancial Statements (continued)       5. Accounts Receivable, Net   Accounts receivable, net, consists of the following components:       December 31,     December 31,       2021     2020       (in thousands)   Trade receivables   $ 38,819     $ 33,521   Current unbilled receivables     17,086       16,496   Allowance for doubtful accounts     ( 838 )     ( 1,767 )     $ 55,067     $ 48,250       6. Property and Equipment, Net   Property and equipment, net, consists of the following:       December 31,     December 31,       2021     2020       (in thousands)   Computer equipment   $ 5,777     $ 4,030   Leasehold improvements     2,769       2,633   Furniture and fixtures     1,102       887   Building     786       766   Office equipment     394       384   Software     378       245         11,206       8,945   Less accumulated depreciation and amortization     ( 7,284 )     ( 6,282 )     $ 3,922     $ 2,663     Accumulated depreciation and amortization includes the amortization expense relating to assets acquired under capital leases. Depreciation and amortization expense was $ 1.2  million, $ 1.1  million and $ 1.0  million for the years ended December 31, 2021 , 2020 and 2019, respectively.   84 Table of Contents   AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued)           7. Accrued Expenses and Other Liabilities   Accrued expenses and other liabilities consists of the following components:       December 31,     December 31,       2021     2020       (in thousands)   Accrued compensation   $ 22,740     $ 16,738   Indirect taxes     3,945       2,571   Cloud service fees     1,314       994   Professional service fees     1,033       500   Accrued partner expenses     903       1,253   Income taxes payable     1,197       1,713   Other     3,930       2,476       $ 35,062     $ 26,245       8. Line of Credit   On April 7 2020, Legacy AvePoint entered into a loan and security agreement (the “ Loan Agreement ”) with HSBC Ventures Bank USA Inc. (“ HSBC ”), a commercial bank.   On July 1, 2021, Legacy AvePoint effected an assignment of its existing rights and obligations under the Loan Agreement to AvePoint US, LLC (which, at the time of the assignment, was a wholly-owned subsidiary of ours) through entry into a limited consent and first amendment to the Loan Agreement (the “ First Amendment ,” and the Loan Agreement as amended thereby, the “ First Amended Loan Agreement ”) and an assignment and assumption agreement (the “ First Assignment and Assumption Agreement ”). In addition, our Board approved the entry into a pledge agreement (the “ Pledge Agreement ”) and limited guaranty (the “ Limited Guaranty ”) in favor of HSBC, pursuant to which we pledged 100 % of the AvePoint US, LLC equity held by us (the “ Pledged Equity ”) as collateral in support of the borrower’s obligations under the Amended Loan Agreement and further provided a payment guarantee to HSBC on behalf of AvePoint US, LLC equal to the value of the Pledged Equity and capped at the amount actually borrowed under the First Amended Loan Agreement.   On July 26, 2021, we effected a merger with AvePoint US, LLC, following the consummation of which we were the surviving entity (the “ Rollup Merger ”). In connection therewith, on July 23, 2021, we entered into that certain second assignment and assumption agreement (the “ Second Assignment and Assumption Agreement ”) by and among us, AvePoint US, LLC, and HSBC, pursuant to which we would assume AvePoint US, LLC’s obligations as borrower under the First Amended Loan Agreement as of the effective time of the Rollup Merger (the “ Assumption ”). We, the guarantors party to the Loan Agreement (the “ Guarantors ”), and HSBC also entered into that certain limited consent, dated as of July 23, 2021 ( the “ Limited Consent ”), whereby HSBC consented to the Rollup Merger, the entry into the Second Assignment and Assumption Agreement, and the Assumption, and all other actions taken by or necessary or permissible to be taken by us, AvePoint US, LLC, or the Guarantors related thereto, whether occurring prior to, on, or after the effective time of the Rollup Merger.   On October 31, 2021, we entered into that certain Second Amendment (the " Second Amendment ") to the First Amended Loan Agreement. The First Amended Loan Agreement as amended by the Second Amendment (the " Second Amended Loan Agreement ") provides for, among other things, completion of the Post-Closing Amendments (as defined in the Limited Consent) and the removal of "Holdings" (as defined in the First Amended Loan Agreement) as a limited guarantor of the Borrower's (as defined in the First Amended Loan Agreement) obligations under the First Amended Loan Agreement and the de facto termination of the Pledge Agreement and Limited Guaranty.   The Second Amended Loan Agreement’s substantive economic terms were not amended from the original Loan Agreement, the substantive economic terms of which are described as follows: a revolving line of credit of up to $ 30.0 million, with an additional $ 20.0 million accordion feature for additional capital we may draw at our request. Borrowings under the line bear interest at a rate equal to LIBOR plus 3.5 %. The line carries an unused fee of 0.5 % per year. The proceeds of borrowings under the Second Amended Loan Agreement will be used for general corporate purposes.   We, on a consolidated basis with our subsidiaries, are required to maintain a specified adjusted quick ratio, tested by HSBC each quarter. Pursuant to the Second Amended Loan Agreement, we pledged, assigned, and granted HSBC a security interest in all shares of our subsidiaries, future proceeds, and certain assets as security for our obligations under the Second Amended Loan Agreement. Our line of credit under the Second Amended Loan Agreement will mature on April 7, 2023.   To date, we are in compliance with all covenants under the Second Amended Loan Agreement. We have not at any time, including as of and for the fiscal year ending December 31, 2021, borrowed under the Second Amended Loan Agreement. The descriptions of the Loan Agreement, the First Amendment, the Second Amendment, the First Amended Loan Agreement, the Second Amended Loan Agreement, the First Assignment and Assumption Agreement, the Second Assignment and Assumption Agreement, the Limited Consent, the Pledge Agreement, and the Limited Guaranty, are qualified in their entirety by the full text of the forms of such agreements, copies of which are attached hereto as Exhibits and are incorporated herein by reference.   Under the Loan Agreement, the Company is required to maintain a specified adjusted quick ratio and a minimum annual recurring revenue tested by the Bank each quarter. The Company pledged, assigned and granted the Bank a security interest in all shares, future proceeds and assets (except for excluded assets, including material intellectual property) as a security for the performance of the loan and security agreement obligations. As of December 31, 2021 , the Company is in compliance with all covenants under the line and had no borrowings outstanding under the line of credit.   9. Income Taxes   Pretax loss resulting from domestic and foreign operations is as follows:       Year Ended December 31,       2021     2020     2019       (in thousands)   Domestic   $ ( 23,583 )   $ ( 19,107 )   $ ( 13,320 ) Foreign     ( 9,205 )     3,200       ( 6,240 ) Pretax loss from continuing operations   $ ( 32,788 )   $ ( 15,907 )   $ ( 19,560 )   The components of the provision (benefit) for income taxes consists of the following:       Year Ended December 31,       2021     2020     2019       (in thousands)   Current income tax expense:                         Federal   $ 467     $ —     $ —   State and local     ( 881 )     411       80   Foreign     1,117       1,096       1,813   Total current income tax expense     703       1,507       1,893   Deferred income tax expense (benefit):                         Federal     89       ( 175 )     —   State and local     ( 12 )     ( 843 )     —   Foreign     ( 323 )     573       ( 1,279 ) Total deferred income tax expense (benefit)     ( 246 )     ( 445 )     ( 1,279 ) Total income tax expense   $ 457     $ 1,062     $ 614     The reconciliation of the amounts at the U.S. federal statutory income tax rate to the company’s effective income tax rate is as follows:       Year Ended December 31,       2021     2020     2019       (in thousands)   U.S. federal statutory tax rate   $ ( 6,886 )   $ ( 3,340 )   $ ( 4,108 ) State and local income taxes, net     ( 962 )     ( 519 )     80   Stock-based compensation     10,865       6,770       2,748   Fair Value of Earnout Liability     ( 3,946 )     —       —   Transaction Costs     ( 2,209 )     —       —   Change in valuation allowance     3,085       ( 3,216 )     1,516   Foreign operations     440       1,575       ( 375 ) Return-to-Provision Adjustments     ( 196 )     ( 538 )     497   Permanent differences     334       65       157   Other, net     ( 68 )     265       99   Total   $ 457     $ 1,062     $ 614     The Company’s effective tax rate differed from the U.S. federal statutory rate primarily due to mix of pre-tax income (loss) results by jurisdictions taxed at different rates than 21 %, stock-based compensation, transaction costs, Section 162 limitation, and changes in valuation allowance in certain foreign jurisdictions.   Deferred income taxes are provided for the tax effect of temporary differences between the financial reporting basis and the tax basis of assets and liabilities. Significant components of the Company’s deferred tax assets and (liabilities) are as follows:       December 31,     December 31,       2021     2020       (in thousands)   Deferred tax assets:                 Net operating loss carryforwards   $ 10,716     $ 6,814   Deferred Revenue     5,315       4,886   Compensation and benefits     4,384       1,792   Foreign tax credits     720       720   Fair Value of Earn-out Liability     181       —   Other     1,047       1,066   Total deferred tax assets     22,363       15,278   Deferred tax liabilities:                 Property and equipment     ( 132 )     ( 140 ) Amortization     ( 214 )     —   Commissions     ( 7,918 )     ( 5,285 ) Prepaid Subscription     ( 822 )     ( 580 ) Unbilled Receivable     ( 2,183 )     ( 1,632 ) Total deferred tax liability     ( 11,269 )     ( 7,637 ) Total Net Deferred Tax Assets     11,094       7,641   Valuation allowance     ( 8,356 )     ( 5,530 ) Net deferred tax asset   $ 2,738     $ 2,111     As of December  31, 2021, the Company had net operating loss (“NOL”) carryforwards for U.S. federal income tax of $ 6.6 million, and state and local income tax of $ 14.7 million, which may offset future taxable income. The state NOL carryforwards begin to expire in 2031. The Company also has foreign NOL carryforwards of approximately $ 35.6 million, which will expire beginning 2031 and NOL carryforward periods vary from 6 years to indefinite period. The Company has $ 0.7 million of foreign tax credit carryforwards available that expire in 2022 and 2023. Under the provisions of the Internal Revenue Code, the U.S. NOL carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. NOL and tax credit carryforwards may become subject to an annual limitation in the event of a 50% cumulative change in the ownership interest of significant stockholders over a three -year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code, as well as similar state tax provisions. This could limit the amount of NOLs that the Company can utilize annually to offset future taxable income or tax liabilities. The amount of the annual limitation, if any, will be determined based on the value of the Company immediately prior to the ownership change. The Company may have experienced an ownership change prior to December  31, 2021, however, the Company does not believe its NOL carryforwards would be limited under IRC Section  382. The Company could experience an ownership change in the future which could limit the utilization of certain NOL carryforwards. ASC  740 - 10 - 30 - 5  requires that a valuation allowance be established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. In making this assessment, management considered all available positive and negative evidence, including the level of historical taxable income, future reversals of existing temporary differences, tax planning strategies, and projected future taxable income. On the basis of this evaluation, a valuation allowance of $ 8.4 million and $ 5.5 million was recorded as of December  31, 2021 and December  31, 2020, respectively, against certain jurisdiction’s net deferred tax assets for which it is more likely than not that the tax benefit will not be realized. The valuation allowance was increased by $ 2.9  million for the year ended December 31, 2021, primarily due to full valuation allowances being established for Canada, Singapore, and the United Kingdom in the current year.  For the year ended December  31, 2020 the valuation allowance decreased by $ 4.6 million primarily due to the utilization of NOL carryforwards in various jurisdictions. For the year ended December  31, 2021, the Company released valuation allowance in net deferred tax assets in Switzerland. The Company determined that there is sufficient positive evidence to conclude that it is more likely than not that the deferred tax assets are realizable.   The Tax Cuts and Jobs Act of 2017 (the “ Act ”) subjects a U.S. shareholder to tax on global intangible low-taxed income (“ GILTI ”) earned by certain foreign subsidiaries. The Company has elected to account for GILTI as a period expense in the year the tax is incurred. As a result of the Act and the current U.S taxation of deemed repatriated earnings, the additional taxes might be payable upon repatriation of foreign earnings. As of December  31, 2021, the Company did not provide any foreign withholding taxes related to its foreign subsidiaries’ undistributed earnings, as such earnings have been retained and are intended to be indefinitely reinvested to fund ongoing operations of the foreign subsidiaries. It is not practicable to estimate the amount of taxes that would be payable upon remittance of these earnings, because such tax, if any, is dependent upon circumstances existing if and when remittance occur.   A reconciliation of the beginning and ending amounts of unrecognized tax benefits, excluding interest and penalties is as follows:       December 31,     December 31,       2021     2020       (in thousands)   Beginning balance   $ 5,369     $ 5,230   Additions based on tax positions related to the current year     —       —   Additions for tax positions of prior years     —       139   Reduction for tax positions of prior years     ( 4,281 )     —   Reduction for settlements     —       —   Expiration of applicable statute of limitations     —       —   Ending balance   $ 1,088     $ 5,369     The Company recognizes accrued interest and penalties related to unrecognized tax benefits as part of the provision for income taxes. As of December  31, 2021, and December  31, 2020, the Company had $ 1.3  million and $ 1.2 million, respectively, of accrued interest and penalties associated with unrecognized tax benefits. These amounts were included in other non-current liabilities in their respective years. As of December  31, 2021 and December  31, 2020, the total amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate was not material.   As of December  31, 2021, the unrecognized tax benefits were reduced by approximately $ 4.0  million as a result of filing amended tax returns.   The Company files income tax returns in the U.S. federal jurisdiction, various state and foreign jurisdictions. The tax years 2017 through 2020 generally remain open for examination for federal, state and local tax purposes. The tax years 2011 through 2020 are open and subject to audit by foreign jurisdictions. To the extent utilized in future years’ tax returns, net operating loss carryforwards on December  31, 2021 and December  31, 2020 will remain subject to examination until the respective tax year is closed.   85 Table of Contents   AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued)       10. Commitments and Contingencies   Operating Leases   The Company is obligated under various non-cancelable operating leases for office space. The initial terms of the leases expire on various dates through 2030.   During the years ended December 31, 2021 , 2020 and 2019,  total rent expense for facilities amounted to $ 6.4  million, $ 5.6 million and $ 5.4 million, respectively. As of December 31, 2021 , letters of credit have been issued in the amount of $ 0.5 million, as security for operating leases. The letters of credit are secured by certificates of deposit.   The future minimum rental payments for all long-term non-cancelable property leases are as follows:   Year Ending December 31:             (in thousands)   2022   $ 5,680   2023     3,808   2024     2,428   2025     1,840   2026     1,438   Thereafter     2,960       $ 18,154     Purchase Commitments   The Company has outstanding unconditional purchase commitments to procure licenses to use IT software from suppliers. These agreements are negotiated in consideration of the volume of transactions with select suppliers and the associated required transaction volumes are expected to be met through the normal course of business.   In June 2017, the Company signed an unconditional purchase commitment in the amount of $ 8.0 million payable based upon consumption from June 2017 to June 2020. No payments were made for the fiscal year ended 2018. For the fiscal year ended December  31, 2019 the Company made payments in the amount of $ 5.5 million under this agreement. The remainder of the commitment was paid in the fiscal year ended December 31, 2020 .   In April 2019, the Company signed an unconditional purchase commitment related to the use of Microsoft Office 365 in the amount of $ 2.1 million payable in three equal installments during 2019, 2020, and 2021. In May 2020, the Company signed an unconditional purchased commitment in the amount of $ 22.0 million to purchase IT solutions over a three -year term. Under this agreement, payments are made upon consumption of the IT solutions and any remaining obligations due at the end of the three -year term in May 2023. Given the Company’s history of procuring similar products, it is expected that cash payments to the supplier will occur in 2021 and 2022 with any remaining amounts coming due in 2023. During the year ended December  31, 2019, the Company paid $ 0.7 million under the 2019 agreement. During the year ended December 31, 2020, the Company paid $ 0.7 million related to the 2019 agreement and $ 3.1 million under the 2020 agreement for a total of $ 3.8 million. During the year ended December 31, 2021 , the Company paid the remaining $ 0.7 million related to the 2019 agreement and $ 12.1  million related to the 2020 agreement.   The Company is obligated to make the following future minimum payments under the non-cancelable terms of these contracts as of December 31, 2021 :   Years ending December 31,             (in thousands)   2022   $ 6,813   2023     —   2024     —   2025     —   2026     —   Thereafter     —       $ 6,813     Legal Proceedings   In the normal course of its business, the Company may be involved in various claims, negotiations and legal actions. Except for such claims that arise in the normal course of business, as of  December 31, 2021, the Company was  not a party to any other litigation for which a material claim is reasonably possible, probable or estimable.   Guarantees   In the normal course of business, we are seldomly required to enter into service agreements that require contingency agreements with customers in highly regulated sectors. These agreements are secured by certificates of deposits. As of December 31, 2021, letters of credit have been issued in the amount of $ 0.9 million, as security for the agreements. These agreements have not had a material effect on our results of operations, financial position or cash flow.     86 Table of Contents   AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued)       11. Company Earn-Out and Warrant Liabilities   Company Earn-Out   As a result of the Business Combination, the holders of Legacy AvePoint Preferred Stock, Legacy AvePoint common stock and Legacy AvePoint Options shall be issued additional shares of AvePoint's Common Stock, as follows:   • 1,000,000 shares of AvePoint's Common Stock, in the aggregate, if at any time from and after the Business Combination through the seventh anniversary thereof (a) AvePoint's stock price is greater than or equal to $12.50 over any 20 Trading Days within any 30 trading day period or (b) the Company consummates a subsequent transaction, which results in the stockholders of the Company having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $12.50 per share; • 1,000,000 shares of AvePoint's Common Stock, in the aggregate, if at any time from and after the Business Combination through the seventh anniversary thereof (a) AvePoint's stock price is greater than or equal to $15.00 over any 20 Trading Days within any 30 trading day period or (b) the Company consummates a subsequent transaction, which results in the stockholders of the Company having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $15.00 per share; • 1,000,000 shares of AvePoint's Common Stock, in the aggregate, if at any time from and after the Business Combination through the seventh anniversary thereof (a) AvePoint's stock price is greater than or equal to $17.50 over any 20 Trading Days within any 30 trading day period or (b) the Company consummates a subsequent transaction, which results in the stockholders of the Company having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $17.50 per share.   The rights described above are hereafter referred to as the "Company Earn-Out Shares". To the extent that any portion of the Company Earn-Out Shares that would otherwise be issued to a holder of options that remain unvested at the date of the milestones described above, then in lieu of issuing the applicable Company Earn-Out Shares, the Company shall instead issue an award of restricted stock units of the Company for a number of shares of AvePoint's Common Stock equal to such portion of the Company Earn-Out Shares issuable with respect to the unvested options (the “Company Earn-Out RSUs”). In evaluation of the Company Earn-Out Shares and Company Earn-Out RSUs, management determined that the Company Earn-Out Shares represent derivatives to be marked to market at each reporting period, while the Company Earn-Out RSUs represent equity under ASC 718. Refer to  "Note 13  — Stock-Based Compensation" for more information regarding the Company Earn-Out RSUs.   In order to capture the market conditions associated with the Company Earn-Out Shares, the Company applied an approach that incorporated a Monte Carlo simulation, which involved random iterations that took different future price paths over the Sponsor Earn-Out Shares’ contractual life based on the appropriate probability distributions. The fair value was determined by taking the average of the fair values under each Monte Carlo simulation trial. The Monte Carlo model requires highly subjective assumptions including the expected volatility of the price of our common stock, and the expected term of the earn-out shares. Significant increases or decreases to these inputs in isolation could result in a significantly higher or lower liability. Under this approach, the fair value of the Company Earn-Out Shares on July 1, 2021 was determined to be $ 29.6  million. The fair value was remeasured as of December 31, 2021  and was determined to be $ 10.0 million, and included in the earn-out shares liabilities in the consolidated balance sheets. As a result, approximately $ 20.3 million was recognized and included as gain on earn-out and warrant liabilities in the consolidated statements of operations. We estimated the earn-out shares fair value using a Monte Carlo model with the following significant unobservable assumptions:           July 1,     December 31,          2021     2021   Term (in years)     7.00       6.50   Volatility     40.00 %     40.00 %   Warrants to Acquire Common Stock   On July 1, 2021, as part of the Business Combination, the Company effectively granted 405,000 private placement warrants with a 5 -year term and strike price of $ 11.50 per share. Management has determined that the private placements warrants are to be classified as liabilities to be marked to market at each reporting period.   The private placement warrants are held by only two parties and any transfer of the warrants to a party other than a current holder of the warrants would cause the warrants to be converted into public warrants. Consequently, the fair value of the private placement warrants is equivalent to the quoted price of the publicly traded warrants .  Under this approach, the fair value of the private placement warrants on July 1, 2021 was determined to be $ 1.4  million. The fair value was remeasured as of December 31, 2021  and was determined to be $ 0.5  million, and included in the other non-current liabilities in the consolidated balance sheets. As a result, $ 0.9  million was recognized and included as gain on earn-out and warrant liabilities in the consolidated statements of operations.   87 Table of Contents     AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued)       12. Mezzanine Equity and Stockholders ’ Equity (Deficiency)   Prior to the Business Combination, the Company had  two classes of capital stock: common stock and preferred stock. Following the Business Combination, the Company has one class of capital stock: Common Stock. The following summarizes the terms of the Company’s capital stock.   Common Stock   Pursuant to the Company's restated Articles of Incorporation, the Company is authorized to issue up to 1,000,000,000  shares of common stock at $ 0.0001 par value. There were 181,821,767 and 100,068,469  shares issued and outstanding at December 31, 2021  and December 31, 2020 , respectively. Each share of Common Stock is entitled to one vote. The holders of Common Stock are also entitled to receive dividends whenever funds are legally available and when declared by the Board of Directors. The Company’s Board of Directors has not declared Common Stock dividends since inception.   On July 1, 2021, as part of the Business Combination, all outstanding shares of Legacy AvePoint common stock was converted into Common Stock of AvePoint, Inc. using an exchange ratio of 8.69144 per share and options to purchase common stock of Legacy AvePoint were converted into options to purchase Common Stock of AvePoint, Inc. using an exchange ratio of 8.6914.  All per share information has been retroactively adjusted for this exchange ratio.   Sponsor Earn-Out Shares   On July 1, 2021, as a result of the Business Combination, the Company modified the terms of 2,916,700  shares of Common Stock (“ Sponsor Earn-Out Shares ”) then held by Apex’s sponsor, such that such shares will be subject to the following vesting provisions:   • 100% of the Sponsor Earn-Out Shares shall vest and be released if at any time through the seventh anniversary of the Business Combination, AvePoint's stock price is greater than or equal to $15.00 (as adjusted for share splits, share capitalization, reorganizations, recapitalizations and the like) over any 20 trading days within any 30 trading day period; and • 100% of the remaining Sponsor Earn-Out Shares that have not previously vested shall vest and be released if at any time through the seventh anniversary of the Business Combination, the Company consummates a subsequent transaction.   The Sponsor Earn-Out Shares are currently outstanding and receive all benefits of regular shares with the exception of the fact that the shares are held in escrow and restricted from transfer until the vesting conditions described above are met. Consequently, the shares are classified as equity. No Sponsor Earn-Out Shares have vested as of  December 31, 2021 .   Public Warrants to Acquire Common Stock   On July 1, 2021, as part of the Business Combination, the Company issued 17,500,000 public warrants with an exercise price of $ 11.50 . Each warrant entitles the registered holder to purchase one share of AvePoint's Common Stock and the warrants are exercisable from the date of issuance through the fifth anniversary of the Business Combination. The public warrants are equity classified and its fair value, based on the publicly traded warrants, was $ 59.3 million on July 1, 2021 and included in the additional paid-in capital on the consolidated balance sheets. At  December 31, 2021 , all 17,500,000 warrants remain outstanding.    Convertible Contingently Redeemable Preferred Stock   On July 1, 2021, as part of the Business Combination, the outstanding preferred stock of the Company was redeemed for cash in part and converted into AvePoint's Common Stock in part in connection with the Business Combination with the Apex Group as described in "Note 3  — Business Combination".  At December 31, 2021  and December 31, 2020 , the Company was authorized to issue up to 42,000,592 shares of Series C convertible preferred stock (the “ Series C Preferred Stock ” or “ Preferred Stock ”) at $ 0.0001 par value, respectively. The Company had 0 and 42,000,592  shares issued and outstanding as of December 31, 2021  and December 31, 2020 , respectively. The Series C Preferred Stock liquidation preference was $ 403.4 million as of  December 31, 2020 . In addition to the Series C Preferred Stock, at December 31, 2021 , the Company was authorized to issue up to 20,000,000 of “blank check” preferred stock, the rights, preferences and privileges of which may be designated from time to time by the Company's Board of Directors. Although authorized for issuance, no  shares of preferred stock were issued and outstanding at December 31, 2021 .   No dividends were declared related to the Preferred Stock in the years ended December 31, 2021  and 2020 .   88 Table of Contents     AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued)   Redeemable Noncontrolling Interest   On December 24, 2020, AEPL Pte. Ltd. (" AEPL "), an unaffiliated entity, acquired a redeemable noncontrolling interest in EduTech through the contribution of 10.0 million Singapore Dollars, which represents an investment of approximately $ 7.5 million. As of December 31, 2020 , we owned an approximate 77.78 % interest in EduTech and AEPL owned an approximate 22.22 % interest in EduTech. On February 11, 2021, AEPL contributed an additional 1.0 million Singapore Dollars, which represents an additional investment of $ 0.8 million. At the transaction closing date, we owned an approximate  76.09 % interest in EduTech and AEPL owned an approximate 23.91 % interest in EduTech. As part of AEPL’s initial and subsequent investment in EduTech, we granted AEPL a put option which allows AEPL to cause us to repurchase AEPL’s shares in EduTech at any time between December 24, 2022 and December 24, 2023 at a price equal to AEPL’s initial and subsequent investment amounts. At each reporting period, we increase the carrying amount of the redeemable noncontrolling interest by periodic accretions using the interest method so that the carrying amount will equal the redemption amount on the date that the put option becomes exercisable. These adjustments are recorded as net income attributable to and accretion of redeemable noncontrolling interest on the consolidated statements of mezzanine equity and stockholders' equity (deficiency). The rollforward of the balance of the redeemable noncontrolling interest is as follows:       Redeemable       noncontrolling       interest       (in thousands)   Beginning balance (December 31, 2020)   $ 3,061   Issuance of redeemable noncontrolling interest in EduTech     238   Net income (loss) attributable to redeemable noncontrolling interest     ( 847 ) Other comprehensive income (loss) attributable to redeemable noncontrolling interest     ( 63 ) Adjustment to present redemption value as of December 31, 2021     2,821   Ending balance (December 31, 2021)   $ 5,210         13. Stock-Based Compensation   The Company maintains an equity incentive plan established in 2006, the 2006 Equity Incentive Plan (the “ 2006 Plan ”). Under the 2006 Plan, the Company may grant incentive stock options, non-qualified stock options and restricted stock to eligible recipients under the Plan which include employees, directors and consultants. To date, the Company has issued only stock options and restricted stock. On January  1, 2016, the Company adopted the 2016 Equity Incentive Plan (the “ 2016 Plan ”), which replaced, on a go forward basis, the 2006 Plan. All ungranted equity reserved for issuance and not subject to outstanding awards under the 2006 Plan were assumed by the 2016 Plan and no additional equity was to be granted under the 2006 Plan. On May 27, 2021, the Company’s board of directors approved the 2021  Equity Incentive Plan (the “ 2021  Plan ”), which was later approved by the Company’s shareholders on June 30, 2021. On a going forward basis, all equity awards granted by the Company will be made pursuant to the 2021 Plan and no  additional equity will be granted under the 2016 Plan, or, for the avoidance of doubt, the 2006 Plan. As of December 31, 2021 , 43,238,067 common shares remained for future issuance under the Plans. All outstanding stock awards granted under the 2006 Plan and 2016  Plan will remain subject to the terms and conditions of the  2006 Plan and 2016 Plan, respectively, and the provisions of any award agreements made thereunder.   The Company records stock-based compensation in cost of revenue, sales and marketing, general and administrative and research and development. Stock-based compensation was included in the following line items:       Year Ended December 31,       2021     2020     2019       (in thousands)   Cost of revenue   $ 3,477     $ 592     $ 415   Sales and marketing     15,906       19,973       8,166   General and administrative     24,063       12,916       5,034   Research and development     16,062       286       278   Total stock-based compensation   $ 59,508     $ 33,767     $ 13,893     Stock Options   The compensation costs for stock option awards are accounted for in accordance with ASC 718, Compensation-Stock Compensation . Stock options vest over a four -year period and expire on the tenth anniversary of the date of award. Certain of the Company’s stock option awards (the “ Officer Awards ”) included a provision that required the Company to redeem the vested portion of options at fair value in cash upon a separation of service initiated by the Company or upon death or disability of the holder. The Company determined that the redemption feature required the Officer Awards to be classified in mezzanine equity prior to the Business Combination. For share-based payment arrangements with employees, the amount presented in mezzanine equity at each balance sheet date was based on the redemption provisions of the instrument and adjusted for the proportion of consideration received in the form of employee services. The shares underlying the Officer Awards were puttable to the Company upon certain conditions, such as death or disability of the Officer Awards recipients, which the Company determined was  not probable; therefore, the Company reclassified the grant-date intrinsic value to mezzanine equity as the awards vested. The Officer Awards were cancelled concurrent with the Business Combination. In exchange for the cancellation of the Officer Awards, the Company agreed to deliver to the holders of the Officer Awards a fixed amount of shares equal to the amount of shares the holders would have received if the Officer Awards were exercised on the date of the Business Combination in a net share settlement scenario. As a result, the Company will issue 3,592,504  shares. The shares issuable on July 1, 2022 in exchange for the cancelled Officer Awards is treated as modification of the original awards under ASC 718; however, no incremental value exists as a result of the modification. As a result of the cancellation of the original Officer Awards, the $ 1.7  million mezzanine balance was reclassified to permanent equity on July 1, 2021 and the Company recognized $ 3.5  million in previously unrecognized compensation costs.   89 Table of Contents   AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued)     The Company’s stock option awards granted to certain international employees (the "Legacy International options") contained a performance condition that stated that the awards are only exercisable if the Company’s common shares are publicly traded. When the exercise contingency was resolved upon completion of the Business Combination, the Legacy International Options were cancelled and replaced with new awards with substantially the same terms and conditions (the " International Options "). Prior to the Business Combination, no compensation expense related to the Legacy International Options was recognized, as the exercise contingency was not deemed probable until the occurrence of the Business Combination. Had the exercise contingency been deemed probable, the Legacy International Options would have been classified as liabilities. After the Business Combination vested International Options can be exercised utilizing broker-assisted settlements; therefore, the International Options are classified as equity. As a result of this change in classification, the Company calculated the fair value of the awards on July 1, 2021 for purposes of compensation expense. In the period the exercise contingency is resolved ASC 718 the immediate recognition of all previously unrecognized compensation since the original grant date. As a result, the Company recognized a one -time charge of $ 24.3  million in previously unrecognized compensation costs.    In 2020, the Company granted certain executives stock option awards that contain both service and performance vesting conditions (the “ Time and Performance Based Options ”). The Time and Performance Based Options were granted in three tranches (the " Time-Based Options ," the " Performance-Based 1 Options ," and the " Performance-Based II Options "). The Time-Based Option vests 25  percent one year after the grant date and, thereafter, in 12 successive equal quarterly installments measured from the first anniversary, subject to the grantee’s continuous service with the Company. The Performance-Based I Option vests contingent upon the Company meeting certain performance goals. These goals were considered met in 2021.  The Performance-Based II Option vests contingent upon the grantee achieving certain goals. These goals were considered met on January 1, 2021. Both the Performance-Based I Option and Performance-Based II Option are subject to the grantee’s continuous service to the company.    On September 1, 2021, the Company granted 5,611,658  options under the  2021 Plan. The weighted-average grant date fair value of options granted in the years ended December 31, 2021, 2020 and 2019 was $ 4.09 per share, $ 1.63 per share, and $ 0.68 per share, respectively. The Company estimated the grant date fair value of these stock options and the International Options using a Black-Scholes option-pricing model with the following weighted-average assumptions:           July 1,     September 1,          2021     2021   Expected term (in years)     2.77       6.11   Expected volatility     43.25 %     43.31 % Risk-free rate     0.37 %     0.94 % Dividend yield     —       —     To estimate the expected term of stock options, the Company considered the vesting term, contractual expiration period, and market conditions. Expected volatility is based on historical volatility of a group of peer entities. Dividend yields are based upon historical dividend yields. Risk-free interest rates are based on the implied yields currently available on U.S. Treasury zero coupon issues with a remaining term equal to the expected term. Based on these inputs, the grant-date fair value of the September 2021 granted options was determined to be $ 23.0 million.        Shares     Weighted-Average Exercise Price     Weighted-Average Remaining Contractual Life     Aggregate Intrinsic Value       (Aggregate Intrinsic Value figure presented in thousands)   Balance, January 1, 2019     23,326,692       0.96       6.12       —   Options granted     5,333,452       1.52       —       —   Options exercised     ( 451,953 )     0.19       —       —   Options forfeited or expired     ( 2,501,900 )     0.70       —       —   Balance, December 31, 2019     24,926,640       1.13       6.42       —   Options granted     11,537,242       3.91       —       —   Options exercised     ( 707,888 )     0.77       —       —   Options forfeited or expired     ( 898,926 )     1.32       —       —   Balance, December 31, 2020     34,857,068       2.05       6.89       —   Options granted     5,611,658       9.64       —       —   Options exercised     ( 5,141,331 )     1.08       —       —   Options forfeited or expired     ( 4,847,078 )     0.44       —       —   Balance, December 31, 2021     30,480,317     $ 3.87       2.83     $ 92,600     At December 31, 2021, the following table summarizes information about outstanding and exercisable stock options:       Outstanding     Exercisable   Exercise Price   Stock Options     Weighted-Average Contractual Life     Weighted-Average Exercise Price     Stock Options     Weighted-Average Contractual Life     Weighted-Average Exercise Price   $ 0.03 - $ 1.34     6,634,833       4.69     $ 1.28       6,634,833       4.69     $ 1.28   $ 1.52 - $ 1.89     6,879,874       5.84       1.59       5,195,211       5.46       1.59   $ 3.90 - $ 9.64     16,965,610       8.96       5.80       3,545,801       8.61       3.90         30,480,317       7.33     $ 3.87       15,375,845       5.85     $ 1.99     As of December 31, 2021  and December 31, 2020 , there was $ 42.7  million and $18.4 million, respectively, in unrecognized compensation costs related to all non-vested awards.   At December 31, 2021 , the Company had 30,480,317  options outstanding and 15,375,845 options exercisable with intrinsic values of $ 92.6  million and $ 66.1  million, respectively. During the year ended December 31, 2021 , 5,141,331 options were exercised, with a total intrinsic value of $ 40.0  million.   Restricted Stock Units   In addition to Stock Options granted under the 2006 Plan, 2016 Plan and 2021 Plan, 5,445,542 Restricted Stock Units ("RSUs") were granted under the 2021 Plan on September 1, 2021. The compensation costs for stock option awards are accounted for in accordance with ASC 718, Compensation-Stock Compensation. RSUs vest over a four -year period and expire on the tenth anniversary of the date of award. The RSUs are measured at the fair market value of the underlying stock at the grant date. The weighted-average grant date fair value of RSUs granted in the year ended December 31, 2021 was $ 9.64 .   For the year ended December 31, 2021 , the Company recorded stock-based compensation expense of $ 6.2  million related to the RSUs granted under the 2021 Plan. As of December 31, 2021 , there was $ 45.2  million in unrecognized compensation costs specific to the non-vested RSUs under the 2021 Plan.   Company Earn-Out RSUs   The compensation costs for Company Earn-Out RSUs are accounted for in accordance with ASC 718, Compensation-Stock Compensation . In order to capture the market conditions associated with the Company Earn-Out RSUs, the Company applied an approach that incorporated a Monte Carlo simulation, which involved random iterations that took different future price paths over the Sponsor Earn-Out RSUs’ contractual life based on the appropriate probability distributions. The fair value was determined by taking the average of the fair values under each Monte Carlo simulation trial. Under this approach, the grant-date fair value of the Company Earn-Out RSUs on July 1, 2021 was determined to be $ 2.5  million. The stock options underlying the Earn-Out RSUs vest over a four -year period and expire on the tenth anniversary of the date of award. If the contingent milestones of the Earn-Out RSUs are not met by the seventh anniversary of the Business Combination, the holders of the underlying stock options will not receive the Earn-Out RSUs. For the year ended December 31, 2021 , the Company recorded stock-based compensation expense of $ 0.4  million related to these Earn-Out RSUs.   Put and Call Options   On December  26, 2019, the Company granted put options, to certain of the Company’s management, to request a redemption of 3,113,170 shares of Common Stock (“Modified Common Stock”) or 5,148,777 shares underlying options to acquire Common Stock (Modified Options, collectively, “Eligible Shares”) during the period from March  25, 2025 to April, 2025 ( the “Settlement Period”) or, if earlier, the 30 day period following a Qualifying Termination for a redemption price per share equal to the fair market value, as determined by the AvePoint’s Board of Directors; provided, that if a redemption request is delivered following a Qualifying Termination, the Company shall pay the redemption price during the Settlement Period unless the holders of Series C Preferred Stock consent to the payment of the redemption price by the Company within the 30 day period following the Qualifying Termination. In addition, the Company has a right to purchase all or any portion of the Eligible Shares at any time for a purchase price per share equal to the fair market value.   90 Table of Contents   AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued)     Mezzanine equity classification is required if stock awards that would otherwise qualify for equity classification are subject to contingent redemption features that are not solely within the control of the issuer. The Company remeasures the Modified Common Stock at each balance sheet date based on the fair value of the Company’s shares and such remeasurements are reflected as an adjustment of the value in mezzanine equity. As of December 31, 2021  and December 31, 2020 , the mezzanine equity balance related to the Modified Common Stock was $ 0  and $ 25.1 million, respectively. In 2019, the Company recorded a one -time stock-based compensation expense of $ 0.5 million, related to Modified Common Stock. These costs have been recorded in operating expenses in the consolidated statements of operations.   The fair values of Modified Options were estimated using a Black-Scholes option-pricing model with the following weighted-average assumptions at July 1, 2021 and December 31, 2020 :       July 1       2021   Expected term (in years)     4.10   Expected volatility     34.44 % Risk-free rate     0.79 % Dividend yield     —     At December 31, 2021  and December 31, 2020 , the liability balance related to Modified Options was $ 0  and $ 36.8 million, respectively. For the years ended December 31, 2021 and 2020, the Company recorded stock-based compensation expenses of $ 11.8 million and $ 29.6 million, respectively, related to these options. These costs have been recorded in costs of revenue and operating expenses in the consolidated statements of operations.   During 2021 and 2020, 1,365,503 and 19,443 , respectively, December 31, 2021  options included in Modified Options were exercised and during 2020, 60,000 restricted shares issued in exchange for the nonrecourse promissory note described above were settled. As a result of exercises of the Modified Options and issuance of restricted shares, during 2021 and 2020, $ 15.4 million and $ 5.8 million, respectively, of the liability balance related to Modified Options was reclassified to liability-classified outstanding shares within the six months from the time of exercise. During 2021 and 2020, $ 6.9 million and $ 0 , respectively, of the liability balance for these outstanding shares was reclassified to mezzanine equity as a result of the completion of six months from the time of the exercise of 690,474  options. At July 1, 2021, the Business Combination date, and December 31, 2020 , the liability balance related to this Modified Common Stock was $ 49.7  and $ 6.7 million, respectively. For the year ended December 31, 2021 , the Company recorded stock-based compensation expense of $ 1.2 million and $ 0.9 million, respectively, related to this Modified Common Stock.    In connection with the Business Combination, the agreements creating the Modified Common Stock and Modified Options were terminated. As a result, the $ 39.3  million mezzanine balance and the $ 49.7  million liability balance were reclassified to permanent equity on July 1, 2021.     14. Financial Instruments   Fair value is defined by ASC 820, Fair Value Measurement (ASC 820 ) as the price that would be received upon selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a three -level fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:     • Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.     • Level 2 — Inputs other than quoted prices included within Level  1 that are observable for the asset or liability, either directly or indirectly.     • Level 3 — Unobservable inputs for the asset or liability.       Year Ended December 31, 2021       (in thousands)       Level 1     Level 2     Level 3     Total   Assets                                 Cash Equivalents:                                 U.S. treasury bills   $ —     $ 199,999     $ —     $ 199,999   Certificate of deposits     —       1,433       —       1,433   Short term investments:                                 Certificate of deposits     —       2,411       —       2,411   Other assets:                                 Certificate of deposits     —       285       —       285   Total   $ —     $ 204,128     $ —     $ 204,128   Liabilities                                 Earn-out liabilities (1)   $ —     $ —     $ 10,012     $ 10,012   Warrant liabilities (1)     —       458       —       458   Total   $ —     $ 458     $ 10,012     $ 10,470         Year Ended December 31, 2020       (in thousands)       Level 1     Level 2     Level 3     Total   Assets                                 Cash Equivalents:                                 Certificate of deposits   $ —     $ 919     $ —     $ 919   Short term investments:                                 Certificate of deposits     —       992       —       992   Other assets:                                 Certificate of deposits     —       800       —       800   Total   $ —     $ 2,711     $ —     $ 2,711       ( 1 ) As a result of the Business Combination on July 1, 2021, the Company recorded Company Earn-Out Shares and private placement warrants as liabilities that must be marked to market each reporting period. The Company measured the Company Earn-Out Shares at fair value determined at Level 3. The Company measured the private placement warrants at fair value determined at Level 1. Refer to "Note 11 — Company Earn-Out and Warrant Liabilities" for further details.   91 Table of Contents   AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued)       15. Segment information   The Company operates in one segment. Its products and services are sold throughout the world, through direct and indirect sales channels. The Company’s chief operating decision maker (the “ CODM ”) is the Chief Executive Officer. The CODM makes operating performance assessment and resource allocation decisions on a global basis. The CODM does not receive discrete financial information about asset allocation, expense allocation or profitability by product or geography.   Revenue by geography are based upon the billing address of the customer. All transfers between geographic regions have been eliminated from consolidated revenue. No customers represented greater than 10% of revenue for the years ended December 31, 2021 , 2020 and 2019.  The following table sets forth revenue by geographic area:       Year Ended December 31,       2021     2020     2019       (in thousands)   Revenue:                         United States   $ 83,034     $ 67,823     $ 48,614   EMEA     58,285       42,441       33,661   APAC     50,590       41,269       33,824   Total revenue   $ 191,909     $ 151,533     $ 116,099     The following table sets forth revenue generated from customers by country, based outside of the United States, and represent more than 10% of the total consolidated revenue:       Year Ended December 31,       2021     2020     2019       (in thousands)   Revenue:                         Germany   $ 23,574     $ 17,650     $ 15,094   Japan     23,360       17,331       16,619   Singapore     16,580       15,376       10,674   Other     45,361       33,353       25,098     The following table sets forth property and equipment, net held within the United States, China and foreign countries:       December 31,     December 31,       2021     2020       (in thousands)   Property and equipment, net:                 United States   $ 923     $ 976   China     2,376       1,219   Other     623       468   Total property and equipment, net   $ 3,922     $ 2,663       9 2 Table of Contents   AvePoint, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued)       16. Loss Per Share   Basic loss per share available to the Company's common shareholders (“ EPS ”) is computed by dividing net loss by the weighted average number of common shares outstanding for the period. In computing diluted EPS, the Company adjusts the denominator, subject to anti-dilution requirements, to include the dilution from potential shares of Common Stock resulting from outstanding share based payment awards, warrants, earn-outs and the conversion of convertible preferred shares. The Company applies the two -class method in calculating loss per share. the Company's Sponsor Earn-Out Shares described in " Note 12 — Mezzanine Equity and Stockholders’ Deficiency " are considered participating securities and have no contractual obligation to shares in the loss of the Company. As such, the weighted-average impact of these shares is excluded from the calculation of loss per share below. As losses were incurred during all periods presented, no earnings per share exists for the Sponsor Earn-Out Shares.       Year Ended December 31,       2021     2020     2019       (in thousands, except       per share amounts)   Loss per share available to common shareholders, excluding sponsor earn-out shareholders                         Numerator:                         Net loss   $ ( 33,245 )   $ ( 16,969 )   $ ( 20,174 ) Net income attributable to redeemable noncontrolling interest     ( 1,974 )     ( 27 )     —   Net loss attributable to AvePoint, Inc.   $ ( 35,219 )   $ ( 16,996 )   $ ( 20,174 ) Deemed dividends on preferred stock     ( 32,928 )     ( 34,446 )     ( 107,469 ) Total net loss available to common shareholders   $ ( 68,147 )   $ ( 51,442 )   $ ( 127,643 ) Denominator:                         Weighted average common shares outstanding     141,596       89,638       74,006   Effect of dilutive securities     —       —       —   Weighted average diluted shares     141,596       89,638       74,006                             Basic loss per share available to common shareholders, excluding sponsor earn-out shareholders   $ ( 0.48 )   $ ( 0.57 )   $ ( 1.72 ) Diluted loss per share available to common shareholders, excluding sponsor earn-out shareholders   $ ( 0.48 )   $ ( 0.57 )   $ ( 1.72 )   To arrive at net loss available to common shareholders, the Company deducted net income attributable to the redeemable noncontrolling interest in EduTech and deemed dividends, which related to the redemption, extinguishment, and remeasurement of preferred stock.   For the years ended December 31, 2021 ,  2020  and 2019, the Company's potentially dilutive securities were deemed to be anti-dilutive given the Company’s net loss position. As such, basic loss per share is equal to diluted loss per share for the periods presented.   The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted-average shares outstanding because such securities has an antidilutive impact due to losses reported:       Year Ended December 31,       2021     2020     2019       (in thousands)   Convertible preferred stock     —       42,001       51,091   Restricted stock     —       —       2,607   Stock options     30,480       34,857       24,927   Restricted stock units     5,167       —       —   Warrants     17,905       —       —   Company Earn-Outs     3,000       —       —   Total potentially dilutive securities     56,552       76,858       78,625       17. Related Party Transactions   The Company has entered into indemnification agreements with its executive officers and directors. These agreements, among other things, require AvePoint to indemnify its directors and executive officers to the fullest extent permitted by Delaware law, specifically the Delaware General Corporation Law (as the same exists or may hereafter be amended) for certain expenses, including attorneys’ fees, judgments, fines, and settlement amounts incurred by a director or officer in any action or proceeding arising out of their services as one of the Company’s directors or officers or any other company or enterprise to which the person provides services at the Company’s request.     18. Subsequent Events   The following material subsequent events occurred since the date of the most recent balance sheet period reported.   I-Access Solutions Pte. Ltd. Acquisition   On February 18, 2022 ( the “ Acquisition Close Date ”), EduTech consummated an acquisition of all of the ordinary shares of I-Access Solutions Pte. Ltd. (“ I-Access ”), a Singapore-based software company established as a leading provider of SaaS solutions for corporate learning and development. Transaction consideration totaled approximately $ 7.4 million, consisting of $ 1.5 million in cash and $ 5.9 million of issuance of ordinary shares of EduTech. Approximately 9.5 % of the equity consideration is being held in escrow, subject to I-Access achieving certain revenue targets for fiscal year 2022 and 2023. The $5.9  million equity consideration is subject to a put option which allows sellers to cause EduTech to repurchase the shares of EduTech for $5.9 million, upon 24 months from Acquisition Close Date or the occurrence of certain triggering events which are in the control of the Company.   The initial allocation of the purchase price is still being assessed by the Company. Significant, relevant information needed to complete the initial accounting is not available because the valuation of assets acquired and liabilities assumed is not complete. As a result, determining these values is not practicable, and we are unable to disclose these values or provide other related disclosures at this time.   Share Repurchase Program   On March 17, 2022,  the Company announced that its Board of Directors authorized a new share repurchase program (the “ Share Repurchase Program ”) for the Company to buy back shares of its Common Stock. Under the Share Repurchase Program, the Company has the authority to buy up to a maximum of $ 150 million of Common Stock shares via acquisitions in the open market or privately negotiated transactions. The Share Repurchase Program will remain open for a period of three years from the date of authorization. The Company is not obligated to make purchases of, nor is it obligated to acquire any particular amount of, Common Stock under the Share Purchase Program. The Share Repurchase Program may be suspended or discontinued at any time. As of the date of this Annual Report, the Company has purchased 135,000 shares at an average price of $ 5.49 under the Share Repurchase Program.       Stock Based Compensation    On March 21, 2022 we granted 4,159,532 RSUs and 689,406 options to employees in total fair value of $ 26.3 million.     93 Table of Contents     PART II Items 9 and 9A   ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE   None.      ITEM 9A. CONTROLS AND PROCEDURES   We maintain “disclosure controls and procedures,” as defined in Rule 13a–15(e) and Rule 15d–15(e) under the Exchange Act, that are designed to provide reasonable assurance that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer (in his capacity as principal executive officer) and our Chief Financial Officer (in his capacity as principal financial and accounting officer), as appropriate to allow timely decisions regarding required disclosure.   Evaluation of Disclosure Controls and Procedures   Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act, as of the end of the period covered by this Annual Report. Based upon that evaluation, our principal executive officer and principal financial and accounting officer concluded that our disclosure controls and procedures were not effective as of December 31, 2021 due to the material weaknesses described below. Notwithstanding such material weaknesses in internal control over financial reporting, our principal executive officer and principal financial and accounting officer have concluded that our audited Consolidated Financial Statements included in this Annual Report present fairly, in all material respects, our financial position, results of operations, and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles (“ GAAP ”).   Material Weaknesses in Internal Control over Financial Reporting   A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. Because the control deficiencies described below could have resulted in a material misstatement of our annual or interim financial statements, we determined that these deficiencies constitute material weaknesses.   Based upon the evaluation described above, our management identified the following material weaknesses in internal control over financial reporting in fiscal year 2020 which continued to exist in fiscal year 2021:     ■ the completeness and accuracy of financial accounting, reporting and disclosures;   ■ the identification, review and accounting for nonroutine transactions and/or complex accounting transactions; and   ■ segregation of duties with respect to the processing of financial transactions.   Remediation of Material Weaknesses   Our management has been and continues to be committed to remediating these material weaknesses and has identified and implemented several steps to enhance our internal controls over financial reporting. We have implemented a remediation plan (the " Remediation Plan "), the actions under which coincide with and are incorporated into our overarching Sarbanes-Oxley Act of 2002 (“ SOX ”) compliance implementation plan. The Remediation Plan actions include, but are not limited to:     ■ the hiring of personnel with technical accounting and financial reporting experience to further enhance our ability to accurately and expediently respond to increased accounting and financial complexities and increased resource demand with respect thereto, and to aid in further identification and oversight with respect to disclosure control activities in response;   ■ the engagement of external consultants in the assistance of the evaluation of complex accounting matters;   ■ the establishment of formalized internal controls to review and maintain segregation of duties between appropriate control operators; and   ■ the implementation of improved accounting and financial reporting procedures to enhance the completeness and accuracy of our financial accounting, reporting, and disclosures.   We are in the process of completing our remediation plan, and we are currently testing that the newly implemented controls are operating effectively. The remaining elements of our Remediation Plan can only be accomplished over time, and we can offer no assurance that these initiatives will remediate the identified material weaknesses.   94 Table of Contents   PART II Item 9A   We intend to complete the remaining portions of our Remediation Plan as promptly as possible. However, we cannot estimate how long it will take to correct any remaining material weaknesses that have not yet been remediated. Identified  material weaknesses will not be considered remediated until a sustained period of time has passed to allow our management to test the design and operational effectiveness of the corrective actions pursuant to the Remediation Plan. In addition, we may discover additional material weaknesses that require additional time and resources to remediate and we may decide to take additional measures to address the material weaknesses or modify the remediation steps described above. We will continue to perform additional analyses and other procedures to ensure that our consolidated financial statements are prepared in accordance with GAAP.   No Management Report on Internal Control Over Financial Reporting or an Attestation Report of our Independent Registered Accounting Firm   This Annual Report does not include (A) a report of management’s assessment regarding our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) (“ ICFR ”) or (B) an attestation report of our independent registered accounting firm, Deloitte & Touche LLP (PCAOB ID No. 34).     ■ With respect to the exclusion of management’s report on its assessment of our ICFR in this Annual Report, such exclusion is permissible when a reverse acquisition between an issuer and a private operating company has occured where the surviving issuer is not a "newly public company" as that term is used in Exchange Act Release No. 54942 (Dec. 15, 2006) and when it is not possible to conduct an assessment of the private operating company’s ICFR in the period between the consummation date of the reverse acquisition and the date of management’s assessment of ICFR required by Item 308(a) of Regulation S-K (see Section 215.02 of the SEC Division of Corporation Finance’s Regulation S-K Compliance & Disclosure Interpretations).   o We completed the Business Combination on July 1, 2021, pursuant to which we acquired Legacy AvePoint and its subsidiaries. Prior to the Business Combination, we were a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination involving one or more businesses.   o Previously existing internal controls are no longer applicable or comprehensive enough as of the assessment date as our operations prior to the Business Combination were insignificant compared to those of the consolidated entity post-Business Combination.   o In addition, the design of internal controls over financial reporting for the Company following the Business Combination has required and will continue to require significant time and resources from our management and other personnel. As a result, our management was unable, without incurring unreasonable effort or expense, to conduct an assessment of our internal control over financial reporting as of December 31, 2021.   ■ With respect to the exclusion of the attestation report of our independent registered accounting firm in this Annual Report, our independent registered public accounting firm will not be required to report on the effectiveness of our ICFR pursuant to Section 404 until we are no longer an “emerging growth company” as defined in the JOBS Act.   Changes in Internal Control Over Financial Reporting   Other than the Remediation Plan discussed above, there have been no changes in internal control over financial reporting during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.   Inherent Limitations on Effectiveness of Controls   Our management, including our principal executive officer and principal financial and accounting officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in any control system, misstatements due to error or fraud may occur and not be detected.   95 Table of Contents   PART II, PART III Items 9B, 9C, 10, 11, 12, 13, 14   ITEM 9B. OTHER INFORMATION   Share Repurchase Program    On March 17, 2022, we announced that our Board of Directors authorized a new share repurchase program (the " Share Repurchase Program ") for us to buy back shares of our Common Stock. Under the Share Repurchase Program, we have the authority to buy up to a maximum of $150 million of Common Stock shares via acquisitions in the open market or privately negotiated transactions. The Share Repurchase Program will remain open for a period of three years from the date of authorization. Purchases made pursuant to the Share Repurchase Program will be conducted in compliance with Exchange Act Rule 10b-18 (or pursuant to a plan implemented in response to Exchange Act Rule 10b5-1(c) for parties that frequently have access to material nonpublic information, such as our executive officers and directors) and all other applicable legal, regulatory, and internal policy requirements, including our Insider Trading Policy. The Company is not obligated to make purchases of, nor is it obligated to acquire any particular amount of, Common Stock under the Share Purchase Program. The Share Repurchase Program may be suspended or discontinued at any time. As of the date of this Annual Report, the Company has  made the following purchases under the Share Repurchase Program.   Period Total number of shares purchased (1) Average price paid per share Total number of shares purchased as part of the Share Repurchase Program Maximum number (or approximate dollar value) of shares that may yet be purchased under the Share Repurchase Program (2) March 17, 2022 - March 31, 2022 135,000 $5.4885 135,000 $149,256,352.50 (4)   (1) All shares reported herein were purchased pursuant to the publicly announced Share Repurchase Program. (2) The Share Repurchase Program authorizes us to purchase up to an aggregate of $150 million of our Common Stock until March 17, 2025 (three years from the date of authorization). (3) One purchase was made during this period on March 25, 2022. (4) The maximum remaining dollar value of shares that may yet be purchased under the Share Repurchase Program is reduced by the aggregate price paid for share purchases in addition to any fees, commissions, or other costs that may arise as a result of the purchase.   ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS   Not applicable.     PART III   ITEM   10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE   A list of our Executive Officers and biographical information appears in Part I, Item 1 of this Annual Report. Information about our directors may be found in our Proxy Statement for the 2022 Annual Meeting of Shareholders (the “ Proxy Statement ”) which was filed with the SEC on March 24, 2022. The information required by this item is hereby incorporated by reference to the sections of the Proxy Statement under the captions “Information Regarding the Board of Directors and Corporate Governance,” “Election of Directors,” and “Executive Officers.”   We have adopted the AvePoint, Inc. Code of Ethics and Business Conduct (the “ Code ”), a code of ethics that applies to our employees, officers, and directors (including our Principal Executive Officer and Principal Financial and Accounting Officer) and is a “Code of Ethics for Senior Financial Officers” as defined by applicable rules of the SEC. The Code is publicly available on our Investor Relations website at https://ir.avepoint.com/. Information contained on or accessible through this website is not a part of this Annual Report, and the inclusion of such website address in this Annual Report is an inactive textual reference only.  If we make any substantive amendments to the Code or grant any waiver, including any implicit waiver, from a provision of the code to our Executive Officers or directors, we will disclose the nature of the amendment or waiver on our Investor Relations website or in a report on Form 8-K to the extent required by applicable rules and exchange requirements.   ITEM   11. EXECUTIVE COMPENSATION   The information required by this item is hereby incorporated by reference to the sections of the Proxy Statement under the captions, “Executive Compensation” and “Director Compensation.”   ITEM   12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS   The information required by this item is hereby incorporated by reference to the sections of the Proxy Statement under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance under Equity Compensation Plans.”   ITEM   13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR   INDEPENDENCE   The information required by this item is hereby incorporated by reference to the sections of the Proxy Statement under the captions “Transactions with Related Persons” and “Independence of the Board of Directors.”   ITEM   14. PRINCIPAL ACCOUNTING FEES AND SERVICES   The information required by this item is hereby incorporated by reference to the section of the Proxy Statement under the caption “Ratification of Selection of Independent Auditors.”   96 Table of Contents     PART IV   ITEM 15.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES     a. Financial Statements and Schedules   Our Consolidated Financial Statements can be found under the heading “ Index to Financial Statements ” under Part II, Item 8 of this Annual Report. Financial statement schedules have been omitted because they are not required, not applicable, or the required information is included in the Consolidated Financial statements or notes thereto.     b. Exhibits   The following documents are filed as part of, furnished with, or incorporated by reference into, this Annual Report, in each case as indicated therein.   Exhibit   Index                                     Incorporated by Reference Exhibit Number   Description   Schedule/ Form   File No.   Exhibit   Filing Date   Filed Herewith 2.1   Business Combination Agreement and Plan of Reorganization, dated November  23, 2020, by and among Apex, Merger Subs and AvePoint.   Form 8-K   001-39048   2.1   March 9, 2021     2.2   Amendment No. 1 to Business Combination Agreement and Plan of Reorganization, dated December  30, 2020, by and among Apex, Merger Subs and AvePoint.   Form 8-K   001-39048   2.1   December 30, 2020     2.3   Amendment No. 2 to  Business Combination Agreement and Plan of Reorganization, dated March 8, 2021, by and among Apex, Merger Subs and AvePoint.   Form 8-K   001-39048   2.1   March 9, 2021     2.4   Amendment No. 3 to Business Combination Agreement and Plan of Reorganization, dated May  18, 2021, by and among Apex, Merger Subs and AvePoint.   Form 10-Q   001-39048   10.3   May 19, 2021     2.5   Agreement and Plan of Merger, dated as of July 23, 2021, by and between AvePoint, Inc. and AvePoint US, LLC   Form 8-K   001-39048   2.1   July 30, 2021     3.1   Amended and Restated Certificate of Incorporation of AvePoint, Inc.   Form 8-K   001-39048   3.1   July 7, 2021     3.2   Amended and Restated Bylaws of AvePoint, Inc.   Form 8-K   001-39048   3.2   July 7, 2021     4.1   Specimen Common Stock Certificate.   Form S-4/A   333-252712   4.4   May 20, 2021     4.2   Specimen Warrant Certificate.   Form S-1   333-233299   4.3   August 30, 2019     10.1   Warrant Agreement, dated September 16, 2019, by and between Continental Stock Transfer & Trust Company and Apex.   Form 8-K   001-39048   4.1   September 20, 2019     10.1   Form of PIPE Subscription Agreement   Form 8-K   001-39048   10.7   November 23, 2020     10.2   Form of Amendment No. 1 to PIPE Subscription Agreements   Form S-4   333-252712   10.15   May 20, 2021     10.3   Form of Lock-Up Agreement   Form 8-K   001-39048   10.3   November 23, 2020     10.4   Amended and  Restated Registration Rights Agreement, dated July 1, 2021, by and among AvePoint and certain stockholders of AvePoint.   Form 8-K   001-39048   10.4   July 7, 2021     10.5†   Form of Indemnification Agreement.   Form S-4   333-252712   10.29   May 20, 2021     10.6†   AvePoint 2006 Equity Incentive Plan.   Form 8-K   001-39048   10.6   July 7, 2021     10.7†   Form of Stock Option Grant Package under AvePoint 2006 Equity Incentive Plan.   Form 8-K   001-39048   10.7   July 7, 2021     10.8†   Form of RSU Grant Package under 2006 Equity Incentive Plan.   Form 8-K   001-39048   10.8   July 7, 2021     10.9†   AvePoint 2016 Equity Incentive Plan.   Form S-4   333-252712   10.15   February 4, 2021     10.10†   Form of Stock Option Grant Notice under AvePoint 2016 Equity Incentive Plan.   Form S-4   333-252712   10.16   February 4, 2021     10.11†   Form of Stock Option Agreement under 2016 Equity Incentive Plan.   Form S-4   333-252712   10.17   February 4, 2021     10.12†   AvePoint 2021 Equity Incentive Plan.   Form S-4   333-252712   10.18   February 4, 2021     10.13†   Form of Stock Option Grant Package under AvePoint 2021 Equity Incentive Plan.   Form 8-K   001-39048   10.13   July 7, 2021     10.14†   Form of RSU Grant Package under AvePoint 2021 Equity Incentive Plan.   Form 8-K   001-39048   10.14   July 7, 2021     10.15†   AvePoint 2021 Employee Stock Purchase Plan.   Form S-4   333-252712   10.19   February 4, 2021     10.16+   Loan and Security Agreement, dated April 7, 2020, by and between HSBC Ventures USA Inc. and AvePoint, Inc.   Form S-4   333-252712   10.24   February 4, 2021     10.17+   Limited Consent and First Amendment to Loan and Security Agreement, dated July 1, 2021, by and among AvePoint Operations Inc. (f/k/a AvePoint, Inc.), HSBC Ventures USA Inc. and AvePoint US, LLC.   Form 8-K   001-39048   10.21   July 7, 2021     10.18+   Assignment and Assumption Agreement, dated July 1, 2021, by and among AvePoint Operations, Inc. (f/k/a AvePoint, Inc.), HSBC Ventures USA Inc. and AvePoint US, LLC.   Form 8-K   001-39048   10.22   July 7, 2021     10.19+   Pledge Agreement, dated July 1, 2021, by and between AvePoint, Inc. and HSBC Ventures USA Inc.   Form 8-K   001-39048   10.23   July 7, 2021       97 Table of Contents   10.20+   Limited Guaranty, dated July 1, 2021, by and between AvePoint, Inc. and HSBC Ventures USA Inc.   Form 8-K   001-39048   10.24   July 7, 2021     10.21+   Assignment and Assumption Agreement, dated as of July  23, 2021, by and among AvePoint, Inc., AvePoint US, LLC, and HSBC Ventures USA Inc.   Form 8-K   001-39048   10.1   July 30, 2021     10.22+   Limited Consent and Waiver to Loan and Security Agreement, dated as of July  23, 2021, by and among AvePoint, Inc., AvePoint US, LLC, AvePoint Public Sector, Inc., AvePoint Holdings USA, LLC, and HSBC Ventures USA Inc.   Form 8-K   001-39048   10.2   July 30, 2021     10.23+   Second Amendment to Loan and Security Agreement, dated October 31, 2021, by and among AvePoint, Inc., AvePoint Public Sector, Inc., AvePoint Holdings USA, LLC, and HSBC Ventures USA Inc.   Form 8-K   001-39048   10.8   November 1, 2021     10.24+   Annex A to Second Amendment to Loan and Security Agreement, dated October 31, 2021, by and among AvePoint, Inc., AvePoint Public Sector, Inc., AvePoint Holdings USA, LLC, and HSBC Ventures USA Inc.   Form 8-K   001-39048   10.9   November 1, 2021     10.25†   Employment Agreement, dated January 1, 2021, by and between AvePoint and Xunkai Gong.   Form S-4   333-252712   10.21   February 4, 2021     10.26†   Employment Agreement, dated January 1, 2021, by and between AvePoint and Tianyi Jiang.   Form S-4   333-252712   10.22   February 4, 2021     10.27†   Employment Agreement, dated January 1, 2021, by and between AvePoint and Brian Brown.   Form S-4   333-252712   10.23   February 4, 202     10.28†   Employment Agreement, dated August 10, 2021, by and between AvePoint and James Caci.   Form 8-K   001-39048   10.1   August 16, 2021     21.1   List of Subsidiaries.   Form S-1/A   333-258109   21.1   August 5, 2021     23.1   Consent of Deloitte and Touche LLP, independent registered public accounting firm.                   X 23.2   Consent of Crowe LLP, independent registered public accounting firm.                   X 24.1   Power of Attorney (included in the signature page hereto).                     31.1   Certification of Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                   X 31.2   Certification of Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                   X 32.1**   Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                     32.2**   Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                     101.INS   Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.                   X 101.SCH   Inline XBRL Taxonomy Extension Schema Document.                   X 101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document.                   X 101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document.                   X 101.LAB   Inline XBRL Taxonomy Extension Labels Linkbase Document.                   X 101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document.                   X 104.1   Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit).                   X   ** Furnished herewith. Any exhibit furnished herewith (including the certifications furnished in Exhibit 32.1 and Exhibit 32.2 hereto) are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference. + Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601. We agree to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. † Indicates a management contract or compensatory plan, contract or arrangement. Certain portions of this Exhibit will be omitted because they are not material and would likely cause competitive harm to us if disclosed.   ITEM 16.   FORM 10-K SUMMARY   None.   98 Table of Contents   SIGNATURES   Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned; thereunto duly authorized, in Jersey City, New Jersey on this 31st day of March, 2022.     AVEPOINT, INC.     Date: March 31, 2022 /s/ Tianyi Jiang   Name: Tianyi Jiang   Title: Chief Executive Officer (Principal Executive Officer)   Date: March 31, 2022 /s/ James Caci   Name: James Caci   Title: Chief Financial Officer (Principal Financial and Accounting Officer)   99 Table of Contents   POWER OF ATTORNEY   KNOW ALL PERSONS BY THESE PRESENTS , that each person whose signature appears below constitutes and appoints Tianyi Jiang and Brian Michael Brown, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such individual in any and all capacities, to do any and all acts and things and to execute in his or her name (whether on behalf of AvePoint, Inc. (the " Company ") or as an officer or director of the Company, or otherwise) any and all instruments and to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.   Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Registrant and in the capacities indicated on this 31 st  day of March, 2022.   Signature   Title Date         /s/ Xunkai Gong   Executive Chairman and Director March 31, 2022 Xunkai Gong               /s/ Tianyi Jiang   Chief Executive Officer and Director March 31, 2022 Tianyi Jiang   ( Principal Executive Officer )           /s/ James Caci   Chief Financial Officer March 31, 2022 James Caci   ( Principal Financial and Accounting Officer )           /s/ Brian Michael Brown   General Counsel, Chief Legal and Compliance March 31, 2022 Brian Michael Brown   Officer, Secretary, and Director           /s/ Stephen CuUnjieng   Director March 31, 2022 Stephen CuUnjieng               /s/ Jeff Teper   Director March 31, 2022 Jeff Teper               /s/ John Ho   Director March 31, 2022 John Ho               /s/ Jeff Epstein   Director March 31, 2022 Jeff Epstein           100