Certain factors may have a material adverse effect on our business, financial condition, and results of operations.
−Removed: You should consider carefully the risks and uncertainties described below, in addition to other information contained in this Annual Report, including our 
−Removed: consolidated financial statements and related notes.
+Added: You should consider carefully the risks and uncertainties described below, in addition to other information contained in this Annual Report, including 
+Added: our consolidated
+Added:  financial statements and related notes.
The risks and uncertainties described below are not the only ones we face.
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In that event, the trading price of our common stock could decline, and you could lose part or all of your investment.
−Removed: Explanatory Note
−Removed: Since the filing of the Apex 10-K, we consummated the Business Combination (as previously described in this Annual Report) on July 1, 2021.
−Removed: As a result, because we are no longer a blank check company and there have been material changes to our business, operations, legal structure, and financial condition because of the consummation of the Business Combination, there are corresponding material changes to the risk factors affecting our Company as compared with those previously disclosed in Part I, Item 1A of the Apex 10-K.
Risks Related to Our Business
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Should Microsoft or these other providers acquire competitors that heavily overlap with our capabilities, or develop competing features, we may lose customer acquisition momentum and fail to secure renewals or growth targets.
−Removed: The significant majority of our customers choose to integrate their products and services with, or as an enhancement of, third-party solutions such as infrastructure, platforms or applications, in particular from Microsoft, Inc.
−Removed: (“Microsoft”).
+Added: The significant majority of our customers choose to integrate their products and services with, or as an enhancement of, third-party solutions such as infrastructure, platforms or applications, in particular from Microsoft.
The functionality and popularity of our products and services depend largely on our ability to integrate our platform with third-party solutions, in particular Microsoft’s Azure, SharePoint, and Office 365.
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Any of these developments would negatively impact our business.
−Removed: Microsoft, as well as other cloud platform providers like Salesforce, may furthermore introduce functionality that competes with our products and services, as a result of an acquisition, or their own development.
+Added: Microsoft and other cloud platform providers may furthermore introduce functionality that competes with our products and services, as a result of an acquisition, or their own development.
Additionally, we rely heavily on our early access to preview Microsoft technology, which enables our product strategy and development teams to anticipate future opportunities as well as validate our current direction.
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If this was to happen, there could be an increased risk of product incompatibility.
−Removed: Any failure of our products and services to operate effectively with solutions could reduce the demand for our products and services, resulting in customer dissatisfaction and harm to our business.
+Added: Any failure of our products and services to operate effectively with solutions could result in customer dissatisfaction and harm to our business, and could reduce the demand for our products and services.
If we are unable to respond to these changes or failures in a cost-effective manner, our products and services may become less marketable, less competitive, or obsolete, and the results of our operations may be negatively impacted.
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If our relationships with our strategic technology partners, such as Microsoft, are disrupted or if the co-sell and co-market program was ended for any reason, we may receive less revenue and incur costs to form other revenue-generating strategic technology partnerships.
−Removed: If Microsoft were to acquire a competitor of ours, it could harm our relationship with our customers, our reputation and brand, and our business and results of operations.
−Removed: We have a history of operating losses and may not be able to generate sufficient revenue to achieve and sustain profitability.
−Removed: We have a history of incurring operating losses.
−Removed: While we have experienced significant revenue growth over recent years, we may not be able to sustain or increase our growth or achieve profitability in the future.
−Removed: We intend to continue to invest in sales and marketing efforts, research and development, and expansion into new geographies.
−Removed: While our revenue has grown in recent years, if our revenue declines or fails to grow at a rate faster than these increases in its operating expenses, it will not be able to achieve and maintain profitability in future periods.
−Removed: As a result, we may generate losses in future periods.
−Removed: We cannot assure investors that we will achieve profitability in the future or that, if it does become profitable, we will be able to sustain profitability.
−Removed: Additionally, we may encounter unforeseen operating expenses, difficulties, complications, delays, and other unknown factors that may result in losses in future periods.
−Removed: If these losses exceed our expectations or our revenue growth expectations are not met in future periods, our financial performance will be harmed.
We have experienced strong growth in recent periods, and our recent growth rates may not be indicative of our future growth.
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Attract new customers and retain and increase sales to existing customers;
−Removed: Maintain and expand our relationships with our partners, including effectively managing existing channel partnerships and expand to new ones;
+Added: Maintain and expand our relationships with our partners, including effectively managing existing channel partnerships and cultivating new ones;
Successfully implement our products and services, increase our existing customers’ use of our products and services, and provide our customers with excellent customer support and the ability of our partners to do the same;
−Removed: Increase the number of our partners;
Develop our existing products and services and introduce new products or new functionality to our products and services;
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Improve our key business applications and processes to support our business needs;
−Removed: Enhance information and communication systems to ensure that our employees and offices around the world are well-coordinated and can effectively communicate with each other and our growing customer base, particularly in light of the COVID-19 pandemic or the military conflict between Russia and the Ukraine and the long-term effects thereof;
Enhance our internal controls to ensure timely and accurate reporting of all of our operations and financial results;
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We may not accomplish any of these objectives and, as a result, it is difficult for us to forecast our future revenue or revenue growth.
−Removed: If our assumptions are incorrect or change in reaction to changes in our market, or if we are unable to maintain consistent revenue or revenue growth, our stock price could be volatile, and it may be difficult to achieve and maintain profitability.
+Added: If our assumptions are incorrect or change in reaction to changes in our market, or if we are unable to maintain consistent revenue or revenue growth, we may not be able to maintain similar growth rates in the future.
You should not rely on our revenue for any prior periods as any indication of our future revenue or revenue growth.
−Removed: We may not be able to sustain such revenue growth rates in the future.
Furthermore, these activities will require significant investments and allocation of valuable management and employee resources, and our growth will continue to place significant demands on our management and our operational and financial infrastructure.
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Moreover, if we do not effectively manage the growth of our business and operations, the quality of our software could suffer, which could negatively affect the AvePoint brand, results of operations and overall business.
−Removed: Our quarterly and annual operating results may be harmed due to seasonality and a variety of other factors, which could make our future results difficult to predict.
−Removed: Our revenue and other results of operations have fluctuated from quarter to quarter in the past and can continue to fluctuate in the future.
−Removed: Our revenue depends in part on the conversion of enterprises that have installed an evaluation license for our software into paying customers.
−Removed: In this regard, most of our sales are typically made during the last three weeks of every quarter.
−Removed: We may fail to meet market expectations for that quarter if we are unable to close the number of transactions that we expect during this short period and closings are deferred to a subsequent quarter.
−Removed: In addition, our sales cycle from initial contact to delivery of and payment for the software license generally becomes longer and less predictable with respect to large transactions and often involves multiple meetings or consultations at a substantial cost and time commitment to us.
−Removed: Although we try to minimize the potential impact of large transactions on our quarterly results of operations, the closing of a large transaction in a particular quarter may make it more difficult for us to meet market expectations in subsequent quarters and our failure to close a large transaction may adversely impact our revenue in a particular quarter.
−Removed: Furthermore, we base our current and future expense levels on our revenue forecasts and operating plans, and our expenses are relatively fixed in the short term.
−Removed: Accordingly, we will likely not be able to reduce our costs sufficiently to compensate for an unexpected shortfall in revenue and even a relatively small decrease in revenue could disproportionately impact our financial results for such quarter.
−Removed: The variability and unpredictability of these and other factors could result in us failing to meet or exceed financial expectations for a given period and could adversely impact our share price.
−Removed: There are also significant seasonal factors that may cause financial statement fluctuations in some quarters compared with others.
−Removed: We believe this variability is largely due to our customers’
−Removed: budgetary and spending patterns, as many customers spend the unused portions of their discretionary budgets prior to fiscal year ends.
−Removed: Historically, the fourth quarter has been typically the quarter with the largest bookings, which impacts revenue, unbilled revenue, deferred revenue, accounts receivable and amortized commissions in future periods.
Our future revenue and operating results will be harmed if we are unable to acquire new customers, expand sales to our existing customers, or develop new functionality for our products and services that achieves market acceptance.
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(1) offer compelling products and services, (2) execute our sales and marketing strategy, (3) attract, effectively train and retain new sales, marketing, professional services, and support personnel in the markets we pursue, (4) develop or expand relationships with partners, IT consultants, systems integrators resellers and other third parties, strengthening our network, (5) expand into new geographies, including internationally, and market segments, (6) efficiently onboard new customers on to our product offerings, and (7) provide additional paid services that fulfill the needs and complement the capabilities of our customers and their partners.
−Removed: Our future success also depends, in part, on our ability to sell additional products, more functionality and/or adjacent services to our current customers, and the success rate of such endeavors is difficult to predict, especially during the ongoing COVID-19 pandemic and with regard to any new products or lines of business that we may introduce from time to time.
+Added: Our future success also depends, in part, on our ability to sell additional products, more functionality and/or adjacent services to our current customers, and the success rate of such endeavors is difficult to predict and, especially with regard to any new products or lines of business that we may introduce from time to time.
Our ability to increase sales to existing customers depends on several factors, including their experience with implementing and using our products and services, their ability to integrate our products and services with other technologies, and our pricing model.
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Our ability to predict the rate of customer renewals and the impact these renewals will have on our revenue or operating results is limited.
−Removed: Our ability to maintain or increase revenue also depends in part on our ability to retain existing customers, in particular that our customers renew their subscriptions with us on the same or more favorable terms.
−Removed: Our customers have no obligation to renew their contracts for AvePoint products after the expiration of either the initial or renewed subscription period, and in the normal course of business, some customers have elected not to renew.
+Added: Our ability to maintain or increase revenue depends in part on our ability to retain existing customers, in particular that our customers renew their subscriptions with us on the same or more favorable terms.
+Added: Our customers have no obligation to renew their contracts for AvePoint products after the expiration of either the initial or renewed subscription period, and in the normal course of business, some customers elect not to renew.
Our customers may renew for fewer elements of our products, for shorter renewal terms or on different pricing terms, including lower-cost offerings of our products.
Our customers’
−Removed: renewal rates may decline or fluctuate as a result of a number of factors, including their level of satisfaction with our pricing or our products and their ability to continue their operations and spending levels, mix of customer base, decreases in the number of users at the customers, competition, pricing increases or changes and deteriorating general economic conditions, including as a result of the COVID-19 pandemic or the military conflict between Russia and Ukraine.
+Added: renewal rates may decline or fluctuate as a result of a number of factors, including their level of satisfaction with our pricing or our products and their ability to continue their operations and spending levels, mix of customer base, decreases in the number of users at our customers, competition, pricing increases or changes, and deteriorating general economic conditions, including as a result of the COVID-19 pandemic or the military conflict between Russia and Ukraine.
If our customers do not renew their subscriptions for our products on similar pricing terms, our revenue may decline and our business could suffer.
In addition, over time the average term of our contracts could change based on renewal rates or for other reasons.
−Removed: Further, acquisitions of our customers have continued, and may continue, to lead to cancellation of our contracts with such customers or by the acquiring companies, thereby reducing the number of our existing and potential customers.
−Removed: We recognize revenue from SaaS subscriptions to our products over the terms of these subscriptions.
−Removed: Consequently, increases or decreases in new sales may not be immediately reflected in our results of operations and may be difficult to discern.
−Removed: We recognize revenue from software as a service (“SaaS”) subscriptions to our products ratably over the terms of these subscriptions.
−Removed: As a result, a portion of the revenue we report in each quarter is derived from the recognition of deferred revenue relating to SaaS subscriptions entered into during previous quarters.
−Removed: Consequently, a decline in new or renewed SaaS subscriptions in any single quarter may have a small impact on the revenue that we recognize for such quarter.
−Removed: However, such a decline will negatively affect our revenue in future quarters.
−Removed: Accordingly, the effect of significant downturns in sales and potential changes in our pricing policies or rate of customer expansion or retention may not be fully reflected in our results of operations until future periods.
−Removed: In addition, a significant portion of our costs are expensed as incurred, while revenue is recognized over the term of the SaaS subscription.
−Removed: As a result, growth in the number of new customers and hosts has continued, and can continue, to result in our recognition of higher costs and lower revenue in the earlier periods of our SaaS subscriptions.
−Removed: Finally, our SaaS subscription-based revenue model also makes it difficult for us to rapidly increase our revenue through additional sales in any period, as revenue from new customers or existing customers that increase their use of our products or upgrade to higher-priced products or product tiers must be recognized over the applicable SaaS subscription term.
−Removed: Our sales cycle with MM and large enterprise customers can be long and unpredictable, and our sales efforts require considerable time and expense.
−Removed: The timing of our sales with our MM and large enterprise customers and related revenue recognition is difficult to predict because of the length and unpredictability of the sales cycle for these customers.
−Removed: MM and large enterprise customers, particularly those in highly regulated industries and those requiring customized offerings, may have a lengthy sales cycle for the evaluation and implementation of our products and services.
−Removed: If these customers maintain work-from-home arrangements for a significant period of time, it may cause a lengthening of these sales cycles.
−Removed: This may cause a delay between increasing operating expenses for such sales efforts and, upon successful sales, the generation of corresponding revenue.
−Removed: We are often required to spend significant time and resources to better educate our potential MM and large enterprise customers and familiarize them with our products and services.
−Removed: The length of our sales cycle for these customers, from initial evaluation to contract execution, is generally three to nine months but can vary substantially.
−Removed: On occasion, some customers will negotiate their contracts to include financial terms that negatively affect our revenue, such as a trial period, delayed payment or a number of months on a promotional basis.
−Removed: As the purchase and launch of our products and services can be dependent upon customer initiatives, infrequently, our sales cycle can extend to up to twelve months.
−Removed: As a result, much of our revenue is generated from the recognition of contract liabilities from contracts entered into during previous periods.
−Removed: Customers often view a subscription to our products and services as a strategic decision with significant investment.
−Removed: As a result, customers frequently require considerable time to evaluate, test, and qualify our products and services prior to entering into or expanding a subscription.
−Removed: During the sales cycle, we expend significant time and money on sales and marketing and contract negotiation activities, which may not result in a sale.
−Removed: Additional factors that may influence the length and variability of our sales cycle include:
−Removed: The effectiveness of our sales force as we hire and train our new salespeople to sell to MM and large enterprise customers;
−Removed: The discretionary nature of purchasing and budget cycles and decisions;
−Removed: The obstacles placed by customers’ procurement process;
−Removed: Economic conditions and other factors impacting customer budgets;
−Removed: Customers’ integration complexity;
−Removed: Customers’ familiarity with the types of products and services we offer, in particular SaaS solutions;
−Removed: Customers’ evaluation of competing products during the purchasing process;
−Removed: Evolving customer demands.
−Removed: Given these factors, it is difficult to predict whether and when a sale will be completed, and when revenue from a sale will be recognized.
−Removed: Consequently, a shortfall in demand for our products and services or a decline in new or renewed contracts in a given period may not significantly reduce our revenue for such period but could negatively affect our revenue in future periods.
−Removed: We face competition from established as well as emerging companies offering solutions and related applications.
−Removed: We may lack sufficient financial or other resources to maintain or improve our competitive position, which may harm our ability to add new customers, retain existing customers, and grow our business.
−Removed: While there are some companies that offer certain features similar to those embedded in our products, as well as others with whom we compete in certain tactical use cases, we believe that we do not currently compete with a company that offers the same breadth of functionalities that we offer in a single integrated solution.
−Removed: Nevertheless, we do compete against a select group of software vendors that provide standalone solutions similar to those found in our comprehensive software suite in the specific markets in which we operate.
−Removed: We also face direct competition with respect to certain of our products, specifically Backup and Recovery as well as Migration Services to Office 365.
−Removed: In the future, as customer requirements evolve and new technologies are introduced, we may experience increased competition if established or emerging companies develop solutions that address the data management, migration and protection market.
−Removed: Furthermore, because we operate in a relatively new and evolving area, we anticipate that competition will increase based on customer demand for these types of products.
−Removed: This could harm our ability to increase sales, maintain or increase renewals, and maintain our prices.
−Removed: We face competition from other legacy backup or security vendors that may offer related solutions and services.
−Removed: Our competitors include larger companies that have acquired solution and/or service providers in recent years.
−Removed: We also compete with custom software internally developed and services internally provided within companies that are potential customers.
−Removed: In addition, We face competition from niche companies that offer point products that attempt to address certain of the problems that our products and services solve.
−Removed: Merger and acquisition activity in the technology industry could increase the likelihood that we will compete with other large technology companies.
−Removed: Some of our existing competitors have, and our potential competitors could have, substantial competitive advantages such as greater name recognition, longer operating histories, larger sales and marketing budgets and resources, greater customer support resources, lower labor and development costs, larger and more mature intellectual property portfolios, and substantially greater financial, technical and other resources.
−Removed: Some of our larger competitors also have substantially broader product lines and market focus and may therefore in some cases be less susceptible to downturns in a particular market.
−Removed: Conditions in our market could change rapidly and significantly as a result of technological advancements, partnering by our competitors, or continuing market consolidation.
−Removed: New start-up companies that innovate and large companies that are making significant investments in research and development may invent similar or superior products and technologies that compete with our products and services.
−Removed: In addition, some of our competitors may enter into new alliances with each other or may establish or strengthen cooperative relationships with agency partners, technology, application, software and service providers in complementary categories, or other parties.
−Removed: Furthermore, new technological developments, up to massive and disruptive changes in areas that are covered by our products and services could reduce customer needs for our products and services.
−Removed: Any such consolidation, acquisition, alliance or cooperative relationship could lead to pricing pressure, a loss of market share, or a smaller addressable share of the market.
−Removed: It could also result in a competitor with greater financial, technical, marketing, service, and other resources, all of which could harm our ability to compete.
−Removed: In addition, our current or prospective partners may establish cooperative relationships with any future competitors.
−Removed: These relationships may allow future competitors to rapidly gain significant market share.
−Removed: These developments could also limit our ability to obtain revenue from existing and new customers.
−Removed: If we experience competitive pressures in our market or if the prices we charge for our products and services are unacceptable to our customers, it will need to reduce or change our pricing model to remain competitive and our operating results could be harmed.
−Removed: Some of our larger competitors use broader product offerings to compete, including by selling at zero or negative margins or by bundling their product with other solutions.
−Removed: Potential customers may prefer to purchase from their existing suppliers rather than a new supplier regardless of product performance or features.
−Removed: Also, potential customers may be more willing to incrementally add solutions to their existing infrastructure from competitors than to replace their existing infrastructure with our products and services.
−Removed: These competitive pressures in our market, or our failure to compete effectively, may result in price reductions, fewer orders, reduced revenue and gross margins, increased net losses, and loss of market share.
−Removed: Any failure to meet and address these factors could harm our business, results of operations, and financial condition.
−Removed: Our ability to compete successfully in our market will also depend on a number of factors, including ease and speed of product deployment and use, the quality and reliability of our customer service and support, total cost of ownership, return on investment and brand recognition.
−Removed: Any failure by us to successfully address current or future competition in any one of these or other areas may reduce the demand for our products and harm our business, results of operations and financial condition.
−Removed: Furthermore, we price our products and services based on different factors, such as order volume, number of users, data volume and feature functionality of the specific offerings.
−Removed: As the market for our products and services matures, or as new or existing competitors introduce new products and services that compete with us or if those competitors reduce their prices, we may experience pricing pressure and be unable to renew our agreements with existing customers or attract new customers at prices that are consistent with our current pricing model and operating budget.
−Removed: We also must determine the appropriate price to enable us to compete effectively internationally.
−Removed: MM and large enterprise customers may demand substantial price discounts as part of the negotiation of sales contracts.
−Removed: Pricing decisions may also impact the mix of adoption among our licensing and subscription models, and negatively impact our overall revenue.
−Removed: If we are, for any reason, required to reduce our prices or otherwise change our pricing model, our revenue, gross margin, profitability, operating results, financial position and cash flow may be harmed.
+Added: Further, acquisitions of our customers may lead to the cancellation of our contracts with such customers or by the acquiring companies, thereby reducing the number of our existing and potential customers.
If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards, and changing customer needs or preferences, our products and services may become less competitive.
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Our business would be harmed if we fail to maintain or expand partner relationships.
−Removed: We leverage the sales and referral resources of resale and referral partners through a variety of programs and rely on distribution partners especially for our SMB market acquisition.
+Added: We leverage the sales and referral resources of resale and referral partners through a variety of programs, and we rely on distribution partners especially for our SMB market acquisition.
We expect that sales to partners will account for a substantial portion of our revenue for the foreseeable future.
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Negative conditions in the global economy or individual markets, including changes in gross domestic product growth, financial and credit market fluctuations, political turmoil, natural catastrophes, warfare and terrorist attacks on the United States, Europe, Australia, the Asia Pacific region or elsewhere, could cause a decrease in business investments, including spending on IT and negatively affect our business.
−Removed: Continuing uncertainty in the global economy, particularly in Europe, which accounts for a significant portion of our revenue, makes it extremely difficult for us and our customers to forecast and plan future business activities accurately, and could cause our customers to reevaluate decisions to purchase our products and services or to delay their purchasing decisions, which could lengthen our sales cycles.
+Added: Continuing uncertainty in the global economy makes it extremely difficult for us and our customers to forecast and plan future business activities accurately, and could cause our customers to reevaluate decisions to purchase our products and services or to delay their purchasing decisions, which could lengthen our sales cycles.
To the extent our products and services are perceived by our existing and potential customers as costly, or too difficult to launch or migrate to, it would negatively affect our growth.
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If the economic conditions of the general economy or markets in which we operate worsen from present levels, our business, results of operations and financial condition could be harmed.
−Removed: The estimates of market opportunity and forecasts of market growth included in our recent filings with the SEC (including this Report) may prove to be inaccurate.
−Removed: Even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.
−Removed: The market for SaaS offerings, which includes some of our most relevant products and services is relatively new and will experience changes over time.
−Removed: Customer demands for our products and services, customer retention and expansion rates, the size and growth rate of the market, the entry of competitive products, or the success of existing competitive products are difficult to predict and based on assumptions and estimates that may be inaccurate.
−Removed: In order for us to market and sell our products and services, we must successfully demonstrate to enterprise IT and business personnel the potential value of our offerings and persuade them to devote a portion of their budgets to the different products and services that we offer to manage, migrate and protect their data.
−Removed: We cannot provide any assurance that enterprises will recognize the need for our products and services or, if they do, that they will decide that they need a solution that offers the range of functionalities that we offer.
−Removed: Software solutions focused on managing, migrating and protecting data may not yet be viewed as a necessity by enterprises or enterprises may determine that the stock functionality by existing technology providers may be sufficient, and accordingly, our sales effort is and will be focused in large part on explaining the need for, and value offered by, our offerings.
−Removed: The addressable market depends on a number of factors, including businesses’
−Removed: desire to differentiate themselves through our products and services, partnership opportunities, changes in the competitive landscape, technological changes, data security or privacy concerns, customer budgetary constraints, changes in business practices, changes in the regulatory environment, and changes in economic conditions.
−Removed: Our estimates and forecasts relating to the size and expected growth of our market may prove to be inaccurate and our ability to produce accurate estimates and forecasts may be impacted by the economic uncertainty associated with the COVID-19 pandemic or the military conflict between Russia and Ukraine.
−Removed: Even if the market in which we compete meets the size estimates and growth forecasted in this Report, our business could fail to grow at similar rates, if at all.
−Removed: If we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service and customer satisfaction or adequately address competitive challenges.
−Removed: We may continue to experience rapid growth and organizational change, which may continue to place significant demands on our management and our operational and financial resources.
−Removed: We have also experienced growth in the number of customers, the average revenue size per customer, and the amount of data that the used hosting infrastructure supports.
−Removed: Our success will depend in part on our ability to manage this growth effectively.
−Removed: We will require significant investment expenditure and valuable management resources to grow without undermining our culture of agility, passion and teamwork, which has been central to our growth so far.
−Removed: If we fail to manage our anticipated growth and change in a manner that preserves our corporate culture, it could negatively affect our reputation and ability to retain and attract customers and employees.
−Removed: We intend to expand our international operations in the future, including in additional countries where we have not previously had a presence, and we intend to make direct and substantial investments to continue our expansion efforts.
−Removed: Our expansion will continue to place a significant strain on our managerial, administrative, financial, and other resources.
−Removed: If we are unable to manage our growth successfully, our business and results of operations could suffer.
−Removed: It is important that we maintain a high level of customer service and satisfaction as we expand our business.
−Removed: As our customer base continues to grow, we will need to expand our account management, customer service, solutions professionals and other personnel.
−Removed: Failure to manage growth could result in difficulty or delays in launching our products and services, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new features, or other operational difficulties.
−Removed: Any of these could adversely impact our business performance and results of operations.
Failure to effectively develop and expand our marketing and sales capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our products and services.
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If any third-party facility’s arrangement is terminated, or our service lapses, we could experience interruptions in our platform, latency, as well as delays and additional expenses in arranging new facilities and services.
−Removed: A significant portion of our operating cost is from our third-party data hosting and transmission services.
+Added: A significant portion of our operating costs are from our third-party data hosting and transmission services.
If the costs for such services increase due to vendor consolidation, regulation, contract renegotiation or otherwise, we may not be able to increase the fees for our products and services to cover the changes.
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Seasonal or singular events may significantly increase the traffic on our own and the used third-party’s servers and the usage volume of our products.
−Removed: Despite precautions taken at the used data centers, spikes in usage volume, a natural disaster, an act of terrorism, vandalism or sabotage, closure of a facility without adequate notice, or other unanticipated problems (such as the COVID-19 pandemic or the military conflict between Russia and Ukraine) could result in lengthy interruptions or performance degradation of our platform.
+Added: Despite precautions taken at the used data centers, spikes in usage volume, a natural disaster, an act of terrorism, vandalism or sabotage, closure of a facility without adequate notice, or other unanticipated problems (such as the military conflict between Russia and Ukraine) could result in lengthy interruptions or performance degradation of our platform.
Our own and third party data centers may also be subject to national or local administrative actions, changes in government regulations, including, for example, the impact of global economic and other sanctions like those levied in response to the Russia-Ukraine crisis, changes to legal or permitting requirements and litigation to stop, limit or delay operations.
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If we incur such losses or liabilities, we might be unable to recover significant amounts from our third-party providers (even if they were primarily or solely responsible) because of restrictive liability and indemnification terms.
−Removed: Interruptions or performance problems associated with our website or support website may harm our business.
−Removed: Our continued growth depends in part on the ability of our existing and potential customers to quickly access our website and support website.
−Removed: Access to our support website is also imperative to our daily operations and interaction with customers, as it allows customers to download our software, fixes and patches, as well as open and respond to support tickets and register license keys for evaluation or production purposes.
−Removed: We have experienced, and may in the future experience, website disruptions, outages and other performance problems due to a variety of factors, including natural disasters, infrastructure changes, human or software errors, capacity constraints due to an overwhelming number of users accessing our website simultaneously and denial of service or fraud or security attacks.
−Removed: In some instances, we may not be able to identify the cause or causes of these website performance problems within an acceptable period of time.
−Removed: It may become increasingly difficult to maintain and improve the performance of our websites, especially during peak usage times and as our software becomes more complex and user traffic increases.
−Removed: If our websites are unavailable or if our users are unable to download our software, patches or fixes within a reasonable amount of time, or at all, we may suffer reputational harm and our business would be negatively affected.
If there are interruptions or performance problems associated with our technology or infrastructure, our existing customers may experience service outages, and our new customers may experience delays in using our products and services.
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Issuing a significant amount of service credits would negatively impact our financial position.
−Removed: e depend on services from various third parties to maintain our infrastructure and any disruptions to these services, including from causes outside our control, would significantly impact our products and services.
+Added: We depend on services from various third parties to maintain our infrastructure and any disruptions to these services, including from causes outside our control, would significantly impact our products and services.
In the future, these services may not be available to us on commercially reasonable terms, or at all.
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and/or services’
−Removed: functionality until we develops equivalent technology or, if equivalent technology is available from another party, we identify, obtains and integrates it into our infrastructure.
+Added: functionality until we develop equivalent technology or, if equivalent technology is available from another party, we identify, obtain and integrate it into our infrastructure.
If we do not accurately predict our infrastructure capacity requirements, our customers could experience service shortfalls.
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If we fail to maintain or grow our brand recognition, our ability to expand our customer base will be impaired and our financial condition may suffer.
−Removed: We believe enhancing the “AvePoint”
−Removed: brand and maintaining our reputation in the information technology industry will be critical for the continued acceptance of our existing and future products and services, attracting new customers to our products and services, and retaining existing customers.
+Added: We believe enhancing the AvePoint brand and maintaining our reputation in the information technology industry will be critical for the continued acceptance of our existing and future products and services, attracting new customers to our products and services, and retaining existing customers.
The importance of brand recognition will increase as competition in our market increases.
14 unchanged sentences
High-quality support will continue to be important for the renewal and expansion of agreements with our existing customers.
−Removed: The importance of high-quality support will increase as we expand our business and pursue new customers, particularly MM and large enterprise customers.
+Added: The importance of high-quality support will increase as we expand our business and pursue new customers.
If we do not help our customers quickly resolve issues and provide effective ongoing support, our ability to sell new products and services to existing and new customers could suffer and our reputation with existing or potential customers could be harmed.
7 unchanged sentences
If customers have difficulty accessing and using our products and services (including on mobile devices) or if our products and services cannot connect a broadening range of applications, data and devices, then customer growth and retention may be harmed and our business and operating results could be harmed.
−Removed: We are continuing our plan for further geographic expansion, which will create a variety of operational challenges.
−Removed: A significant component of our growth strategy involves the further expansion of our operations and customer base internationally.
−Removed: We currently have locations in the United States, Australia, China, France, Germany, Japan, the Netherlands, the Philippines, Singapore, South Africa, Sweden, Switzerland, the United Kingdom and Vietnam.
−Removed: We intend to continue to adapt and develop strategies to address international markets, but such efforts may not be successful.
−Removed: In addition, the COVID-19 pandemic and related stay-at-home, business closure, and other restrictive orders and travel restrictions may pose additional challenges for international expansion and may impact our ability to launch in new locations and further expand geographically.
−Removed: We expect that our international activities will continue to grow over the foreseeable future as we continue to pursue opportunities in existing and new international markets.
−Removed: This will require significant management attention and financial resources.
−Removed: We may face difficulties, including:
−Removed: (1) costs associated with developing software and providing support in many languages, (2) varying seasonality patterns, (3) potential adverse movement of currency exchange rates, (4) longer payment cycles and difficulties in collecting accounts receivable, (5) tariffs and trade barriers, (6) a variety of regulatory or contractual limitations on our ability to operate, (7) adverse tax events, (8) reduced protection of intellectual property rights, (9) a geographically and culturally diverse workforce and customer base, and (10) travel restrictions associated with the COVID-19 pandemic.
−Removed: Failure to overcome any of these difficulties could negatively affect the results of operations.
+Added: Being a global company may create a variety of operational challenges.
Our international operations will involve a variety of risks, including:
16 unchanged sentences
Political instability or terrorist activities;
−Removed: Risks related to global health epidemics, such as the COVID-19 pandemic, including restrictions on our and our customers’ ability to travel, disruptions in customers’ ability to distribute products, and temporary closures of customers’ facilities;
Exposure to liabilities under anti-corruption and anti-money laundering laws, including the U.S.
−Removed: Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.S.
+Added: Foreign Corrupt Practices Act of 1977, as amended (the “
+Added: FCPA ”), the U.S.
domestic bribery statute contained in 18 U.S.C.
19 unchanged sentences
We conduct a significant number of transactions and hold cash in currencies other than the U.S.
−Removed: Changes in the values of major foreign currencies, particularly the Euro, Japanese Yen, British Pound, Singapore Dollar and Chinese Yuan, relative to the U.S.
−Removed: Dollar, will significantly affect our total assets, revenue, operating results and cash flows, which will be reported in U.S.
−Removed: In particular, the economic uncertainties relating to Brexit, and European sovereign and other debt obligations may cause the value of the British Pound and Euro to fluctuate relative to the U.S.
−Removed: Fluctuations in foreign currency rates, including the strengthening of the U.S.
−Removed: Dollar against the Euro and most other major international currencies, could harm our revenue growth in terms of the amounts that will be reported in U.S.
−Removed: Dollars after converting our foreign currency results into U.S.
−Removed: In addition, reported assets will generally be negatively impacted when the dollar strengthens relative to other currencies as a portion of our cash and bank deposits, among other assets, will be held in foreign currencies and reported in U.S.
−Removed: We will incur expenses for employee compensation and other operating expenses at our non-U.S.
−Removed: locations in local currencies.
−Removed: The weakening of the U.S.
−Removed: dollar against such currencies would cause the U.S.
−Removed: dollar equivalent of such expenses to increase, which could have a negative impact on our reported results of operations.
−Removed: If we are not able to successfully hedge against the risks associated with currency fluctuations, our operating results could be harmed.
−Removed: Changes in subjective assumptions, estimates and judgments by management related to complex accounting matters or changes in accounting principles generally accepted in the United States could significantly affect our financial condition and results of operations.
−Removed: GAAP and related pronouncements, implementation guidelines, and interpretations apply to a wide range of matters that will be relevant to our business, including revenue recognition, stock-based compensation, deferred commissions and business combinations.
−Removed: These matters are complex and will involve subjective assumptions, estimates, and judgments by management.
−Removed: Changes in GAAP, these accounting pronouncements or their interpretation or changes in underlying assumptions, estimates, or judgments by management, the Financial Accounting Standards Board (“FASB”), the SEC and others could significantly change our reported or expected financial performance, which could impact the market price for our Common Stock.
+Added: Changes in the values of major foreign currencies relative to the U.S.
+Added: Dollar may significantly affect our total assets, revenue, operating results and cash flows, which are reported in U.S.
We may acquire or invest in companies, which may divert management ’
31 unchanged sentences
In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct the problem.
−Removed: Our ability to timely raise capital in the future may be limited, or may be unavailable on acceptable terms, if at all.
−Removed: The failure to raise capital when needed could harm our business, operating results and financial condition.
−Removed: Debt or equity issued to raise additional capital may reduce the value of our Common Stock.
−Removed: We cannot be certain when or if the operations of our business will generate sufficient cash to fund our ongoing operations or the growth of our business.
−Removed: We intend to make investments to support our current business and may require additional funds to respond to business challenges, including the need to develop new features or enhance our software, improve our operating infrastructure or acquire complementary businesses and technologies.
−Removed: Additional financing may not be available on favorable terms, if at all.
−Removed: If adequate funds are not available on acceptable terms, we may be unable to invest in future growth opportunities, which could harm our business, operating results and financial condition.
−Removed: If we incur debt, the debt holders could have rights senior to holders of our Common Stock to make claims on our assets.
−Removed: The terms of any debt could restrict our operations, including our ability to pay dividends on our Common Stock.
−Removed: If we issue additional equity securities, stockholders will experience dilution, and the new equity securities could have rights senior to those of our Common Stock.
−Removed: Because the decision to issue securities in the future offering will depend on numerous considerations, including factors beyond our control, we cannot predict or estimate the amount, timing or nature of any future issuances of debt or equity securities.
−Removed: As a result, stockholders will bear the risk of future issuances of debt or equity securities reducing the value of their Common Stock and diluting their interest.
Risks Related to Data Privacy and Cybersecurity
75 unchanged sentences
Such breaches and attacks on our counterparts within the industry and within our market may cause, among other things, interruptions to the provision of service, degradation of the user experience, the loss of user confidence and trust in our products, or result in financial harm to us.
−Removed: If we are not able to provide successful updates, enhancements and features to our technology to, among other things, keep up with emerging cyber threats and customer needs, our business could be adversely affected.
−Removed: Our industry is marked by rapid technological developments and demand for new and enhanced services and features to meet the evolving needs of our customers.
−Removed: In particular, cyber threats are becoming increasingly sophisticated and responsive to the new security measures designed to thwart them.
−Removed: If we fail to identify and respond to new and increasingly complex methods of attack and update our products to detect or prevent such threats, our business and reputation will suffer.
−Removed: The success of any new enhancements, features or services that we introduce depends on several factors, including the timely completion, introduction and market acceptance of such enhancements, features or services.
−Removed: We may not be successful in either developing these modifications and enhancements or in bringing them to market in a timely fashion.
−Removed: Furthermore, modifications to existing technologies will increase our research and development expenses.
−Removed: If we are unable to successfully enhance our existing services to meet customer requirements, increase adoption and usage of our services, or develop new services, enhancements, features and products, our business and operating results will be harmed.
−Removed: Our efforts to protect our company data or the information we receive, and to disable undesirable activities on our platform, may also be unsuccessful due to software bugs or other technical malfunctions;
−Removed: employee, contractor, or vendor error or malfeasance, including defects or vulnerabilities in our vendors' information technology systems or offerings;
−Removed: government surveillance;
−Removed: breaches of physical security of our facilities or technical infrastructure;
−Removed: or other threats that evolve.
−Removed: Evolving global internet laws, regulations and standards, privacy regulations, cross-border data transfer restrictions, and data localization requirements may limit the use and adoption of our services, expose us to liability, or otherwise harm our business.
−Removed: Federal, state, or foreign governmental bodies or agencies have in the past adopted, and may in the future adopt, laws and regulations affecting the use of the internet as a commercial medium.
−Removed: These laws and regulations could impact taxation, internet neutrality, tariffs, content, copyrights, distribution, electronic contracts and other communications, consumer protection, and the characteristics and quality of services.
−Removed: Legislators and regulators may make legal and regulatory changes or apply existing laws in ways that require us to incur substantial costs, expose us to unanticipated civil or criminal liability, or cause us to change our business practices.
−Removed: These laws and regulations and resulting increased costs could materially harm our business, results of operations, and financial condition.
−Removed: Further, we have historically collected and utilized, and we will continue to collect and utilize, demographic and other information, including personally identifiable information, from and about users (such as customers, potential customers and others) as they interact with us over the internet and otherwise provide us with information whether via our website or blogs or through email or other means.
−Removed: Users may provide personal information to us in many contexts, including through our direct telephonic or web-based support service, newsletter or webinar sign-up, product purchase, survey registration, or when accessing online support portals or using other community or social networking features.
−Removed: Because we expect to continue to collect and utilize this information, we are subject to laws and regulations regarding the collection, use and disclosure of personal information.
−Removed: Privacy and data information security have become a significant issue in the United States and in many other countries where we will have employees and operations and offer licenses to our products.
−Removed: The regulatory framework for privacy and personal information security issues worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future.
−Removed: federal and various state and foreign government bodies and agencies have adopted or are considering adopting laws and regulations limiting, or laws and regulations regarding, the collection, distribution, use, disclosure, storage and security of personal information.
−Removed: For example, California recently enacted the California Consumer Privacy Act (“
−Removed: CCPA ”), which went into effect on January 1, 2020, that requires, among other things, covered companies to provide new disclosures to California consumers and afford such consumers new abilities to opt-out of certain sales of personal information.
−Removed: The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that is expected to increase data breach litigation.
−Removed: The CCPA may increase our compliance costs and potential liability.
−Removed: Similar privacy legislation has been passed in Virginia:
−Removed: the Virginia Consumer Data Protection Act (the “
−Removed: VCDPA ”), which went into effect on March 2, 2021.
−Removed: Under the VCDPA, Virginia residents have the rights to access, correct, delete, know, and opt-out of the sale and processing for targeted advertising purposes of their personal information, similar to the CCPA. 
−Removed: However, the VCDPA departs from its California counterpart and aligns with the European Union’s General Data Protection Regulation (“
−Removed: GDPR ”) in a few key respects, including with respect to the adoption of data protection assessment requirements, and “controller”
−Removed: and “processor”
−Removed: terminology. 
−Removed: The VCDPA also departs from the CCPA by leaving enforcement entirely up to the Attorney General and not providing a private right of action for consumers.
−Removed: These differing regulations across U.S.
−Removed: states introduce significant complexity to our already complex regulatory compliance obligations, and could increase costs related to legal research, infrastructure improvements, operational development, and engagement of third party advisors, in addition to the aforementioned penalties for non-compliance or violation.
−Removed: Internationally, virtually every jurisdiction in which we operate has established its own data security and privacy legal framework with which we or our customers must comply.
−Removed: Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security of data that identifies or may be used to identify or locate an individual, such as names, email addresses and, in some jurisdictions, Internet Protocol addresses.
−Removed: These laws and regulations often are more restrictive than those in the United States and are rapidly evolving.
−Removed: For example, the European Union (the “
−Removed: EU ”) data protection regime, the GDPR became enforceable on May 25, 2018.
−Removed: Additionally, the United Kingdom enacted legislation in May 2018 that substantially implements the GDPR, but the United Kingdom’s exit from the EU (which formally occurred on January 31, 2020), commonly referred to as “Brexit”, has created uncertainty with regard to the regulation of data protection in the United Kingdom.
−Removed: In particular, it is unclear how data transfers to and from the United Kingdom will be regulated following Brexit.
−Removed: Complying with the GDPR or other laws, regulations or other obligations relating to privacy, data protection or information security may cause us to incur substantial operational costs or require us to modify our data handling practices.
−Removed: Non-compliance could result in proceedings against us by governmental entities or others, could result in substantial fines or other liability and may otherwise adversely impact our business, financial condition and operating results.
−Removed: Our failure to comply with these and additional laws or regulations could expose us to significant fines and penalties imposed by regulators, as well as legal claims by customers or other relevant stakeholders.
−Removed: Similarly, many of these laws require us to maintain an online privacy policy and terms of service that disclose our practices regarding the collection, processing, and disclosure of personal information.
−Removed: If these disclosures contain any information that a court or regulator finds to be inaccurate or inadequate, we could also be exposed to legal or regulatory liability.
−Removed: Any such proceedings or violations could force us to spend money in defense or settlement, result in the imposition of monetary liability or demanding injunctive relief, divert management’s time and attention, increase the costs of doing business, and harm our reputation.
−Removed: In addition to government regulation, privacy advocates and industry groups may propose new and different self-regulatory standards that either legally or contractually apply to us.
−Removed: We also expect that there will continue to be new proposed laws and regulations concerning privacy, data protection and information security, but cannot yet determine the impact such future laws, regulations and standards may have on our business.
−Removed: New laws, amendments to or re-interpretations of existing laws and regulations, industry standards, contractual obligations and other obligations may require us to incur additional costs and restrict our business operations.
−Removed: Because the interpretation and application of laws and other obligations relating to privacy and data protection are still uncertain, it is possible that these laws and other obligations may be interpreted and applied in a manner that is inconsistent with our existing data management practices or the features of our software.
−Removed: If so, in addition to the possibility of fines, lawsuits and other claims, we could be required to fundamentally change our business activities and practices or modify our software, which could harm our business.
−Removed: We may be unable to make such changes and modifications in a commercially reasonable manner or at all, and our ability to develop new features could be limited.
−Removed: Any inability to adequately address privacy concerns, even if unfounded, or comply with applicable privacy or data protection laws, regulations and policies, could result in additional cost and liability, damage our reputation, inhibit sales and harm our business.
−Removed: Because the interpretation and application of many privacy and data protection laws along with contractually imposed industry standards are uncertain, it is possible that these laws may be interpreted and applied in a manner that is inconsistent with our existing data management practices or the features of our products and platform capabilities.
−Removed: If so, in addition to the possibility of fines, lawsuits, and other claims and penalties, we could be required to fundamentally change our business activities and practices or modify our products and platform capabilities, which could have an adverse effect on our business.
−Removed: Any inability to adequately address privacy and security concerns, even if unfounded, or comply with applicable privacy and data security laws, regulations, and policies, could result in additional cost and liability to us, damage our reputation, inhibit sales, and adversely affect our business.
−Removed: Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations, and policies that are applicable to the businesses of our customers may limit the use and adoption of, and reduce the overall demand for, our products.
−Removed: Privacy and data security concerns, whether valid or not valid, may inhibit market adoption of our products, particularly in certain industries and foreign countries.
−Removed: If we are not able to adjust to changing laws, regulations, and standards related to the Internet, our business may be harmed.
−Removed: Finally, additional requirements to pass certifications and/or to comply with local laws, especially as they relate to data storage and processing, may drastically increase cost of cloud-based operations and shrink our margins.
−Removed: Legal and Regulatory Risks
−Removed: We may become subject to legal proceedings and litigation, including intellectual property disputes, which are costly and may subject us to significant liability and increased costs of doing business.
−Removed: Our business may suffer if it is alleged or determined that our technology infringes the intellectual property rights of others.
−Removed: The software industry is characterized by the existence of a large number of patents, copyrights, trademarks, trade secrets, and other intellectual and proprietary rights.
−Removed: Companies in the software industry are often required to defend against litigation claims based on allegations of infringement or other violations of intellectual property rights.
−Removed: Our technologies or contractual and legal defenses may not be able to withstand any third-party claims or rights against the use of our technologies.
−Removed: These lawsuits are time-consuming and expensive to resolve, and they divert management’s time and attention.
−Removed: Our future success will depend in part on not infringing the intellectual property rights of others.
−Removed: Many software companies have the capability to dedicate substantially greater resources to enforce their intellectual property rights and to defend claims that may be brought against them.
−Removed: Any claims or litigation could cause us to incur significant expenses and, whether or not successfully asserted, could require that we pay substantial damages, ongoing royalty or license payments, re-engineer all or a portion of our products and services, or comply with other unfavorable terms.
−Removed: If a third party is able to obtain an injunction preventing us from accessing third-party intellectual property rights, or if we cannot license or develop technology for any infringing aspect of our business, we would be forced to limit or stop sales of our products and services or cease business activities covered by such intellectual property.
−Removed: Any such development could prevent us from competing effectively.
−Removed: We may be contractually obligated to indemnify our customers for third party claims of different kinds, in particular for infringement of a third party’s intellectual property rights.
−Removed: Responding to such claims regardless of their merit, can be time-consuming and costly to defend in litigation, and can damage our reputation and brand.
−Removed: We also may be required to redesign our products and services, delay product releases, enter into costly settlement or license agreements, pay costly damage awards, or face a temporary or permanent injunction prohibiting us from marketing or selling our products and services.
−Removed: Requiring us to change one or more aspects of the way we deliver our products and services may harm our business.
−Removed: Although we carry general liability insurance and other insurance, our insurance may not cover potential claims of this type.
−Removed: Insurance may not be adequate to cover us for all liability that may be imposed.
−Removed: We may not be able to maintain our insurance coverage.
−Removed: We cannot predict the outcome of lawsuits and cannot assure you that the results of any of these actions will not harm our business, operating results or financial condition.
−Removed: Contractual indemnity provisions could expose us to substantial liability for intellectual property infringement, data protection, and other losses.
−Removed: Some of the agreements with customers and other third parties to be in effect include indemnification provisions under which we will be obligated to indemnify them for losses suffered or incurred as a result of claims of intellectual property infringement, data protection breaches, confidentiality breaches, breaches of IT security obligations, damages to property or persons, or other liabilities relating to or arising from our products, services or other contractual obligations.
−Removed: Some of these indemnity agreements provide for uncapped liability for which we would be responsible, and some indemnity provisions survive termination or expiration of the applicable agreement.
−Removed: Large indemnity payments could harm our business, results of operations and financial condition.
−Removed: Although we will attempt to contractually limit our liability with respect to such obligations in negotiations, such negotiations may be fruitless and we may, with or without liability limitations in place, still incur substantial liability related to them and may be required to cease use of certain functions of our products and services as a result of any such claims.
−Removed: Any dispute with a customer with respect to such obligations could harm our relationship with such customer, other existing customers, and potential customers.
−Removed: Such a dispute could harm our business and results of operations.
−Removed: We are subject to governmental export and import controls that could impair our ability to compete in international markets and subject us to liability if we violate the controls.
−Removed: Our products are and will be subject to U.S.
−Removed: export controls, including the Export Administration Regulations and economic sanctions administered by the U.S.
−Removed: Treasury Department’s Office of Foreign Assets Control.
−Removed: We incorporate encryption technology into our products.
−Removed: These encryption products and the underlying technology may be exported outside of the United States only with the required export authorizations, including by license, a license exception or other appropriate government authorizations.
−Removed: We previously obtained the required licenses to export our products outside of the United States.
−Removed: If the applicable U.S.
−Removed: legal requirements regarding the export of encryption technology were to change or if we change the encryption means in our products, we may need to apply for new licenses.
−Removed: There can be no assurance that we will be able to obtain the required licenses under such circumstances.
−Removed: Furthermore, various other countries regulate the import of certain encryption technology, including import permitting and licensing requirements, and have enacted laws that could limit the ability to distribute our products or could limit our customers’
−Removed: ability to implement our products in such countries
−Removed: Furthermore, our activities are and will be subject us to the U.S.
−Removed: economic sanctions laws and regulations that prohibit the shipment of certain products and services to countries, governments, and persons targeted by U.S.
−Removed: embargoes or sanctions.
−Removed: The current U.S.
−Removed: presidential administration may impose more stringent export and import controls, as has been the case recently in response to the current conflict between Russia and the Ukraine.
−Removed: Obtaining the necessary export license or other authorization for a particular sale may be time-consuming and may result in the delay or loss of sales opportunities even if the export license ultimately may be granted.
−Removed: While we will take precautions to prevent our products and services from being exported in violation of these laws, including obtaining authorizations for our products and services, performing geolocation IP blocking and screenings against U.S.
−Removed: and other lists of restricted and prohibited persons, we cannot guarantee that the precautions we intend to take will prevent violations of export control and sanctions laws.
−Removed: Violations of U.S.
−Removed: sanctions or export control laws can result in significant fines or penalties and possible incarceration for responsible employees and managers could be imposed for criminal violations of these laws.
−Removed: If our customers or partners fail to obtain appropriate import, export or re-export licenses or permits, we may also be harmed, through reputational harm as well as other negative consequences, including government investigations and penalties.
−Removed: We presently incorporate export control compliance requirements into our license and partner agreements;
−Removed: however, no assurance can be given that our licensees and partners will comply with such requirements.
−Removed: Various countries regulate the import and export of certain encryption and other technology, including import and export licensing requirements.
−Removed: Some countries have enacted laws that could limit the ability to distribute our products and services or could limit our customers’
−Removed: ability to implement our products and services in those countries.
−Removed: Changes in our products and services or future changes in export and import regulations may create delays in the introduction of our products and services in international markets, prevent our customers with international operations from deploying our products and services globally or, in some cases, prevent the export or import of our products and services to certain countries, governments, or persons altogether.
−Removed: Various governmental agencies have proposed additional regulation of encryption technology, including the escrow and government recovery of private encryption keys.
−Removed: Any change in export or import regulations, economic sanctions, or related legislation, or change in the countries, governments, persons, or technologies targeted by such regulations, could limit our ability to export or sell our products and services to existing or potential customers with international operations.
−Removed: Any decreased use of our products and services or limitation on our ability to export or sell products and services would harm our business, operating results, and prospects.
−Removed: We are subject to anti-corruption, anti-bribery, anti-money laundering, and similar laws, and non-compliance with such laws can subject us to criminal and/or civil liability and harm our business.
−Removed: We are subject to the FCPA, the U.S.
−Removed: domestic bribery statute contained in 18 U.S.C.
−Removed: 201, the U.S.
−Removed: Travel Act, the UK Bribery Act of 2010, the UK Proceeds of Crime Act 2002, and other anti-bribery and anti-money laundering laws in the countries in which it conducts activities.
−Removed: Anti-corruption and anti-bribery laws have been enforced aggressively in recent years.
−Removed: These laws are interpreted broadly to prohibit companies and their employees and third-party intermediaries from authorizing, promising, offering, or providing, directly or indirectly, improper payments or anything else of value to recipients in the public or private sector.
−Removed: As we seek to increase our international sales and business and sales to the private and public sector, we may engage with partners and third-party intermediaries to market our services and to obtain necessary permits, licenses, and other regulatory approvals.
−Removed: In addition, we or our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities in other countries, which also include countries known to experience corruption, particularly certain emerging countries in Africa, East Asia, Eastern Europe, South America and the Middle East.
−Removed: Activities in such countries create the risk of unauthorized payments or offers of payments by one of our employees, consultants, partners or third-party intermediaries that could be in violation of various anti-corruption laws, even though these parties may not be under our control.
−Removed: While we will have policies and controls intended to prevent these practices by our employees, consultants, partners and third-party intermediaries, existing safeguards and any future improvements may prove to be less than effective, and we could be held liable for corrupt or other illegal activities of such third-party intermediaries, our employees, representatives, contractors, partners, and agents, even if we do not explicitly authorize such activities.
−Removed: While we have policies and procedures to address compliance with such laws, our employees and agents could violate these policies and applicable law, for which we may be ultimately held responsible.
−Removed: As we seek to increase our international sales and business, our risks under these laws may increase.
−Removed: Noncompliance with anti-corruption, anti-bribery, or anti-money laundering laws could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension and/or debarment from contracting with certain persons, the loss of export privileges, reputational harm, adverse media coverage, and other collateral consequences.
−Removed: If any subpoenas or investigations are launched, or governmental or other sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, results of operations, and financial condition could be materially harmed.
−Removed: Responding to any action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees.
−Removed: Enforcement actions and sanctions could further harm our business, results of operations, and financial condition.
−Removed: Activities of our customers and partners could damage our brand, subject us to liability and harm our business and financial results.
−Removed: Our license terms prohibit our customers from using our products in breach of any applicable laws or regulations and, in particular, to use our SaaS products in any way that is unlawful, illegal, fraudulent or harmful or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity and our license terms permit it to terminate an agreement and the granted licenses for our products if we becomes aware of illegal use.
−Removed: Our customers or partners may nonetheless engage in prohibited or illegal activities or use our products in violation of applicable laws, which could subject it to liability.
−Removed: Furthermore, our brand may be negatively impacted by the actions of customers or partners that are deemed to be hostile, offensive, inappropriate, or illegal.
−Removed: We do not expect to proactively monitor or review the appropriateness of the content of stored by our customers or our partners’
−Removed: Safeguards may not be sufficient for us to avoid liability or avoid harm to the AvePoint brand.
−Removed: Hostile, offensive, inappropriate, or illegal use could harm our business and financial results.
−Removed: In many jurisdictions, laws relating to the liability of providers of online services for activities of our customers and other third parties are being tested by actions based on defamation, invasion of privacy, unfair competition, copyright and trademark infringement, and other theories.
−Removed: Any court ruling or other governmental regulation or action that imposes liability on customers of online services in connection with the activities of our own clients or other third parties could harm our business.
−Removed: We could also be subject to liability under applicable law, which may not be fully mitigated by our license terms.
−Removed: Any liability attributed to us could harm our brand, reputation, ability to expand our subscriber base, and financial results.
−Removed: We provide our products and services to businesses in highly regulated industries and to customers with elevated confidentiality, privacy or security requirements, including public sector customers, which will subject us to a number of challenges and risks.
−Removed: We have historically provided our products and services to customers in highly regulated industries such as pharmaceuticals, finance, insurance, healthcare and life sciences, and we may have customers in other highly regulated industries in the future.
−Removed: We expect that we will also provide our products and services to customers that have significantly higher than usual requirements for the confidentiality, protection of data or security of our infrastructure and operations, such as public sector customers in the defense, infrastructure management and other sectors.
−Removed: Providing products and services to such entities will subject us to a number of challenges and risks.
−Removed: Selling to such entities can be highly competitive, expensive, and time-consuming, often requiring significant upfront time and expense without any assurance that these efforts will generate a sale.
−Removed: Customers in highly- regulated industries or in the public sector may demand shorter subscription periods or other contract terms that differ from our standard arrangements, including terms that can lead those customers to obtain broader rights in our offerings than would be standard.
−Removed: Such entities may have statutory, contractual, or other legal rights to terminate contracts, conduct audits or execute other measures, with us or our partners due to a default or for other reasons.
−Removed: Any such measure may harm our reputation, business, results of operations and financial condition.
−Removed: Additionally, due to the heightened regulatory environment in which they operate or their elevated confidentiality, privacy or security requirements, potential customers in these industries and sectors may encounter additional difficulties when trying to move away from legacy products to products like those we provide, in particular to those in an SaaS format, which can negatively affect our business and results of operations.
−Removed: Examinations by relevant tax authorities may result in material changes in reserves for tax positions taken in previously filed tax returns or may impact the valuation of certain deferred income tax assets, such as NOL carryforwards.
−Removed: Based on the outcome of examinations by relevant tax authorities, or as a result of the expiration of statutes of limitations for specific jurisdictions, it is possible that the reserves for tax positions taken in previously filed tax returns will materially change from those recorded in our financial statements.
−Removed: In addition, the outcome of examinations may impact the valuation of certain deferred income tax assets (such as NOL carryforwards) in future periods.
−Removed: It is not possible to estimate the impact of such changes, if any, to such reserves for uncertain tax positions.
−Removed: Changes in tax laws or regulations that are applied adversely to us or our customers could increase the cost of our products and services and adversely impact our business.
−Removed: New income, sales, use, or other tax laws, statutes, rules, regulations, or ordinances could be enacted at any time.
−Removed: Any new taxes could harm our domestic and international business operations and our business and financial performance.
−Removed: Existing tax laws, statutes, rules, regulations, or ordinances could be interpreted, changed, modified or applied adversely.
−Removed: These events could require us or customers using our products and services to pay additional tax amounts on a prospective or retroactive basis.
−Removed: They could require us or our customers to pay fines and/or penalties and interest for past amounts deemed to be due.
−Removed: If we raise our prices to offset the costs of these changes, existing and potential customers may elect not to continue to subscribe or elect to subscribe to our products and services in the future.
−Removed: Additionally, new, changed, modified, or newly interpreted or applied tax laws could increase our and our customers’
−Removed: compliance, operating and other costs, as well as the costs of our products and services.
−Removed: Any or all of these events could adversely impact our business and financial performance.
−Removed: Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations.
−Removed: Legislation enacted in 2017, informally titled the Tax Cuts and Jobs Act (the “
−Removed: TCJA ”), generally eliminates the ability to carry back any net operating losses (" NOLs ") to prior taxable years, while allowing NOLs generated in tax periods beginning after December 31, 2017, to be carried forward indefinitely.
−Removed: Under the TCJA, as modified by the Coronavirus Aid, Relief, and Economic Security Act (the “
−Removed: CARES Act ”), the amount of NOLs that we are permitted to deduct in any taxable year beginning after December 31, 2020, is limited to 80% of our taxable income in such year, where taxable income is determined without regard to the NOL deduction itself.
−Removed: It is uncertain if and to what extent various states will conform to the TCJA or the CARES Act.
−Removed: The changes in the carryforward/carryback periods as well as the limitation on use of NOLs in the taxable years beginning after December 31, 2020 may affect our ability to fully utilize available NOLs.
−Removed: In addition, at the state level, there may be periods during which the use of NOLs is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed.
−Removed: Changes in our provision for income taxes or adverse outcomes resulting from examination of our income tax returns could affect our results.
−Removed: We will be subject to income taxation in the United States and numerous other jurisdictions.
−Removed: Determining our provision for income taxes will require significant management judgment.
−Removed: In addition, the provision for income taxes could be negatively impacted by many factors, including, among other things, changes to our operating structure, changes in the amounts of earnings in jurisdictions with different statutory tax rates, changes in the valuation of deferred tax assets and liabilities and changes in tax laws.
−Removed: We are subject to ongoing tax examinations in various jurisdictions.
−Removed: Tax authorities may disagree with our intercompany charges, cross- jurisdictional transfer pricing or other matters and assess additional taxes.
−Removed: While we regularly evaluate the likely outcomes of these examinations to determine the adequacy of our provision for income taxes, there can be no assurance that the outcomes of such examinations will not have a material impact on our results of operations and cash flows.
−Removed: In addition, we may be audited in various jurisdictions, and such jurisdictions may assess additional taxes against us.
−Removed: The final determination of any tax audits or litigation could be materially different from historical tax provisions and accruals, which could harm our results of operations or cash flows in the period or periods for which a determination is made.
−Removed: Significant judgment is required to determine the recognition and measurement attributes prescribed in Accounting Standards Codification (“
−Removed: ASC ”) 740-10-25.
−Removed: In addition, ASC 740-10-25 applies to all income tax positions, which if settled unfavorably could adversely impact our provision for income taxes.
−Removed: Our international operations may subject us to potential adverse tax consequences.
−Removed: We have been expanding our international operations and personnel to better support our growth into international markets.
−Removed: Our corporate structure and associated transfer pricing policies contemplate future growth into the international markets, taking into account the functions, risks, and assets of the various entities involved in the intercompany transactions.
−Removed: After the Mergers, the amount of taxes we will pay in different jurisdictions may depend on:
−Removed: (1) the application of the tax laws of the various jurisdictions, including the United States, to our international business activities, (2) changes in tax rates, (3) new or revised tax laws or interpretations of existing tax laws and policies, and (4) our ability to operate our business in a manner consistent with our corporate structure and intercompany arrangements.
−Removed: Taxing authorities may challenge the transfer pricing methodologies of our intercompany arrangements or disagree with our determinations as to the income and expenses attributable to specific jurisdictions.
−Removed: If such a challenge or disagreement were to occur, and our position was not sustained, we could be required to pay additional taxes, interest, and penalties.
−Removed: This could result in one-time tax charges, higher effective tax rates, reduced cash flows, and lower overall profitability of our operations.
−Removed: Our financial statements could fail to reflect adequate reserves to cover such a contingency.
Risks Related to Intellectual Property
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Releasing the source code could substantially help competitors develop products that are similar to or better than ours and could help malevolent actors detect security weaknesses to develop and deploy attacks, including malware, against our products and systems.
−Removed: If we are unable to protect our intellectual property, the value of our brands and other intangible assets may be diminished, and our business may be adversely affected.
+Added: If we are unable to protect our intellectual property, the value of our brands and other intangible assets may be diminished, and our business may be adversely 
We rely and expect to continue to rely on a combination of confidentiality, assignment, and license agreements with our employees, consultants, and third parties with whom we have relationships, as well as trademark, copyright, patent, trade secret, and domain name protection laws, to protect our proprietary rights.
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Although we have generally taken measures to protect our proprietary rights, there can be no assurance that others will not offer products or concepts that are substantially similar to ours and compete with our business.
−Removed: We could incur substantial costs in protecting or defending our proprietary rights.
−Removed: Failure to adequately protect our rights could impair our competitive position, or cause us to lose valuable assets, experience reduced revenue, or incur costly litigation.
−Removed: Our success is dependent, in part, upon protecting our proprietary technology.
−Removed: We have historically relied on a combination of trade secret laws, contractual provisions, trademarks, service marks, and copyrights in an effort to establish and protect our proprietary rights.
−Removed: However, the steps we have taken, and the steps we intend to take, to protect our intellectual property may be inadequate.
−Removed: Any of our trademarks or other intellectual property rights may be challenged or circumvented by others or invalidated through administrative process or litigation.
−Removed: Others may independently develop similar products and services or adopt similar or identical brands for competing products and services.
−Removed: Legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights are uncertain.
−Removed: Despite our precautions, it may be possible for unauthorized third parties to copy our products and services and use information that we regards as proprietary to create products and services that compete with us.
−Removed: Some license provisions restricting unauthorized use, copy, transfer, and disclosure of our intellectual property may be unenforceable under the laws of jurisdictions outside the United States.
−Removed: To the extent we expand our international activities, our exposure to unauthorized copying and use of our platform and proprietary information may increase.
−Removed: Moreover, effective trademark, copyright, and trade secret protection may not be available or commercially feasible in every country in which it conducts business.
−Removed: Further, intellectual property law, including statutory and case law, particularly in the United States, is constantly developing.
−Removed: Changes in the law could make it harder for us to enforce our rights.
−Removed: We will continue to enter into confidentiality and invention assignment agreements with our employees and consultants and into confidentiality agreements with strategic and business partners, advisers and customers.
−Removed: However, we cannot be certain that we have entered into such agreements with all parties who may have or have had access to our confidential information, that the agreements that we entered into will be effective in controlling access to and distribution of our proprietary information or that they will provide an adequate remedy in the event of unauthorized disclosure of confidential information.
−Removed: These agreements also will not prevent our competitors or partners from independently developing technologies that are equivalent or superior to our products and services.
−Removed: In addition, former employees or contractors may start working for competitors and may use our confidential information there.
−Removed: We may be required to spend significant resources to monitor, protect, and enforce our intellectual property rights.
−Removed: Litigation may be necessary in the future to enforce our intellectual property rights and protect our trade secrets.
−Removed: Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming, and distracting to management.
−Removed: Such litigation could result in the impairment or loss of portions of our intellectual property.
−Removed: Enforcement of our intellectual property rights may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of our intellectual property.
−Removed: An adverse determination of any litigation proceedings could put our intellectual property at risk of being invalidated or interpreted narrowly.
−Removed: An adverse determination could risk the issuance or cancellation of pending trademark filings.
−Removed: Because of the substantial discovery required in connection with intellectual property litigation, our confidential or sensitive information could be compromised by disclosure in litigation.
−Removed: Litigation could result in public disclosure of results of hearings, motions, or other interim developments.
−Removed: If securities analysts or investors perceive these results to be negative, it could have a negative impact on the price of our Common Stock.
−Removed: Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of management’s attention and resources, could delay further sales or the implementation of our products and services, impair the functionality of our products and services, delay introductions of new functionality to our products and services, result in the substitution of inferior or more costly technologies into our products and services, or injure our reputation.
−Removed: We will not be able to protect our intellectual property if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property.
−Removed: Policing unauthorized use of our technologies, trade secrets, and intellectual property may be difficult, expensive, and time-consuming, particularly in foreign countries where the laws may not be as protective of intellectual property rights as those in the United States and where mechanisms for enforcement of intellectual property rights may be weak.
−Removed: If we fail to meaningfully protect our intellectual property and proprietary rights, our business, operating results, and financial condition could be harmed.
−Removed: Public Sector Risks
−Removed: Significant changes in the contracting or fiscal policies of the public sector, or our failure to comply with certain laws or regulations, could harm the business we do with the public sector.
−Removed: We have historically derived a portion of our revenue from governments and government-owned or - controlled entities (such as public health care bodies, educational institutions and utilities), which we refers to as the public sector in this Report, and the success and growth of our business will continue to depend in part on our successful procurement of public sector contracts.
−Removed: Factors that could impede the ability to maintain or increase the amount of revenue derived from public sector contracts include:
−Removed: Changes in public sector fiscal or contracting policies;
−Removed: Decreases in available public sector funding;
−Removed: Changes in public sector programs or applicable requirements;
−Removed: Adoption of new laws or regulations or changes to existing laws or regulations;
−Removed: Potential delays or changes in the public sector appropriations or other funding authorization processes;
−Removed: Delays in the payment of invoices by public sector payment offices.
−Removed: Furthermore, we must comply with laws and regulations relating to public sector contracting, which will affect how we and our channel partners do business in both the United States and abroad.
−Removed: These laws and regulations may impose added costs on our business, and failure to comply with these or other applicable regulations and requirements, including non-compliance in the past, could lead to claims for damages from channel partners, penalties, termination of contracts, and temporary suspension or permanent debarment from public sector contracting.
−Removed: Our sales to government entities are and will continue to be subject to a number of challenges and risks.
−Removed: We sell our products and services to U.S.
−Removed: federal and state and foreign governmental agency customers, often through resellers, and we may increase sales to government entities in the future.
−Removed: Sales to government entities are subject to a number of challenges and risks.
−Removed: Selling to government entities can be highly competitive, expensive and time consuming, often requiring significant upfront time and expense without any assurance that these efforts will generate a sale.
−Removed: Contracts and subcontracts with government agency customers are subject to procurement laws and regulations relating to the award, administration, and performance of those contracts.
−Removed: Government demand and payment for our products and services will be affected by public sector budgetary cycles and funding authorizations, with funding reductions or delays potentially diminishing public sector demand for our products and services.
−Removed: We may be subject to audit or investigations relating to our sales to government entities, and any violations could result in various civil and criminal penalties and administrative sanctions, including termination of contracts, refunds of fees received, forfeiture of profits, suspension of payments, fines, and suspension or debarment from future government business.
−Removed: Government entities may have statutory, contractual or other legal rights to terminate contracts with distributors and resellers for convenience or due to a default.
−Removed: Any of these risks relating to our sales to governmental entities could adversely impact our future sales and operating results.
−Removed: Human Capital Risks
−Removed: We depend on the continued services of our founders, senior management team and skilled individual contributors, and the loss of one or more key employees or an inability to attract and retain highly skilled employees could harm our business.
−Removed: Our success and future performance has depended largely upon the continued services of our founders and other executive officers.
−Removed: We have relied on our leadership team to execute on our business plan, for research and development, marketing, sales, provision, maintenance and support of our products and services, and general and administrative functions, and on mission-critical individual contributors.
−Removed: From time to time, our executive management team and the groups of skilled individual contributors may change from the hiring or departure of executive officers or such contributors, which could disrupt our business.
−Removed: The employment agreements with our executive officers and other key personnel will not require them to continue to work for us for any specified period;
−Removed: therefore, they could terminate their employment at any time.
−Removed: The loss of one or more of our executive officers or key employees (including any limitation on the performance of their duties or short-term or long-term absences as a result of COVID-19) could significantly delay or prevent the achievement of our development and strategic objectives.
−Removed: We maintain insurance for our directors and executive officers;
−Removed: however, there is no assurance that the amount of any such insurance would likely be sufficient to compensate for the impact of losing their services.
−Removed: To execute our growth plan, we must attract and retain highly qualified personnel.
−Removed: Competition for these personnel is intense, especially for experienced software engineers and senior sales executives.
−Removed: If we are unable to attract such personnel in cities where our offices are located, we may need to hire in other locations, which may add to the complexity and costs of our business operations.
−Removed: We expect to continue to experience difficulty in hiring and retaining employees with appropriate qualifications.
−Removed: Many of the companies with which we will compete for experienced personnel have greater resources.
−Removed: If we hire employees from competitors or other companies, their former employers may attempt to assert that these employees or that we have breached our legal obligations, resulting in a diversion of management’s time and resources.
−Removed: In addition, job candidates and existing employees often consider the value of the stock awards they receive in connection with their employment.
−Removed: If the perceived value of stock awards declines, it may harm our ability to recruit and retain highly skilled employees.
−Removed: If we fail to attract new personnel or fail to retain and motivate our current personnel, our business and future growth prospects could be harmed, or customers may lose confidence in the knowledge and capability of our employees.
−Removed: If we are unable to maintain our corporate culture as it grows, it could lose the agility, innovation, teamwork, passion and focus on execution that we believe has contributed to our success, and our business may be harmed.
−Removed: Our customers have historically relied on our personnel for support related to our products, in particular SaaS products.
−Removed: High-quality support continues to be important for the renewal and expansion of agreements with our existing customers.
−Removed: The importance of high-quality support will increase as we expand our business and pursue new customers.
−Removed: If we do not help our customers quickly resolve issues and provide effective ongoing support, our ability to sell new products and services to existing and potential customers could suffer and our reputation with existing or potential customers could be harmed.
−Removed: The ability to attract, recruit, and retain highly qualified employees (such as pre-sales and post sales technical solutions professionals, customer success professionals or software engineers) is critical to our success and growth.
−Removed: Our future success and growth depend, in part, on our ability to continue to recruit and retain highly skilled personnel, particularly pre-sales and post-sales technical solutions professionals, customer success professionals or software engineers.
−Removed: Any of our employees may terminate their employment at any time and competition for highly skilled personnel is usually intense.
−Removed: Moreover, to some extent, when we hire personnel from certain companies, it may be subject to allegations that they have been improperly solicited or divulged proprietary or other confidential information.
−Removed: If we are unable to attract or retain qualified employees, our ability to innovate, introduce new products and compete would be adversely impacted, and our financial condition and results of operations may suffer.
−Removed: A failure to hire and integrate additional sales and marketing personnel or maintain their productivity could harm our results of operations and growth prospects.
−Removed: Our business requires intensive sales and marketing activities.
−Removed: Sales and marketing personnel are essential to attracting new customers and expanding sales to existing customers, both of which are key to our future growth.
−Removed: We face several challenges in successfully expanding our sales force.
−Removed: We must locate and hire a significant number of qualified individuals, and competition for such individuals is intense.
−Removed: In addition, as our expands into new markets with which it has less familiarity, we will need to recruit individuals who are multilingual or who have skills particular to a certain geography, and it may be difficult to find candidates with those qualifications.
−Removed: We plan to significantly increase our headcount in the short term, but may be unable to achieve our hiring or integration goals due to a number of factors, including, but not limited to, challenges in finding individuals with the correct background due to increased competition for such hires and increased attrition rates among new hires.
−Removed: We invest significant time and resources in training new members of our sales force and may be unable to achieve our target performance levels with new sales personnel as rapidly as we have done in the past due to larger numbers of hires or lack of experience training sales personnel to operate in new jurisdictions.
−Removed: Our failure to hire enough qualified individuals, or to integrate new sales force members within the time periods hawse have achieved historically, may materially impact our projected growth rate.
−Removed: Risks Related to Our Common Stock
−Removed: The market price of shares of our Common Stock may be volatile, which could cause the value of your investment to decline.
−Removed: Even if an active trading market develops, the market price of our Common Stock may be highly volatile and could be subject to wide fluctuations.
−Removed: Securities markets worldwide experience significant price and volume fluctuations.
−Removed: The securities markets have experienced significant volatility as a result of the COVID-19 pandemic.
−Removed: Market volatility, as well as general economic, market, or political conditions, could reduce the market price of shares of our Common Stock regardless of our operating performance.
−Removed: Our operating results could be below the expectations of public market analysts and investors due to a number of potential factors, including:
−Removed: (1) variations in quarterly operating results or dividends, if any, to stockholders, (2) additions or departures of key management personnel, (3) publication of research reports about our industry, (4) litigation and government investigations, (5) changes or proposed changes in laws or regulations or differing interpretations or enforcement of laws or regulations affecting our business, (6) adverse market reaction to any indebtedness incurred or securities issued in the future, (7) changes in market valuations of similar companies, (8) adverse publicity or speculation in the press or investment community, (9) announcements by competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures, or capital commitments and (10) the impact of the COVID-19 pandemic on our management, employees, partners, customers, and operating results.
−Removed: In response, the market price of shares of our Common Stock could decrease significantly.
−Removed: You may be unable to resell your shares of our Common Stock at or above your purchase price.
−Removed: Following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against such company.
−Removed: Such litigation, if instituted against us, could result in substantial costs and a diversion of management’s attention and resources
−Removed: A small number of stockholders have substantial control over us, which may limit other stockholders ’
−Removed:  ability to influence corporate matters and delay or prevent a third party from acquiring control over us.
−Removed: Our directors and executive officers and their respective affiliates beneficially own, in the aggregate, approximately 55% of our outstanding Common Stock.
−Removed: This significant concentration of ownership may have a negative impact on the trading price for our Common Stock because investors often perceive disadvantages in owning stock in companies with controlling stockholders.
−Removed: In addition, these stockholders will be able to exercise influence over all matters requiring stockholder approval, including the election of directors and approval of corporate transactions, such as a merger or other sale of us or our assets.
−Removed: This concentration of ownership could limit stockholders’
−Removed: ability to influence corporate matters and may have the effect of delaying or preventing a change in control, including a merger, consolidation or other business combination, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control, even if that change in control would benefit the other stockholders.
−Removed: There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq.
−Removed: If the Nasdaq delists our securities from trading on its exchange for failure to meet the listing standards, we and our stockholders could face significant negative consequences including:
−Removed: Limited availability of market quotations for our securities;
−Removed: A determination that our Common Stock is a “penny stock” which will require brokers trading in our Common Stock to adhere to more stringent rules,
−Removed: Possibly resulting in a reduced level of trading activity in the secondary trading market for shares of our Common Stock;
−Removed: A limited amount of analyst coverage;
−Removed: A decreased ability to issue additional securities or obtain additional financing in the future.
−Removed: If our operating and financial performance in any given period does not meet the guidance provided to the public or the expectations of investment analysts, the market price of our Common Stock may decline.
−Removed: We may, but are not obligated to, provide public guidance on our expected operating and financial results for future periods.
−Removed: Any such guidance will consist of forward-looking statements, subject to the risks and uncertainties described in this Report and in our other public filings and public statements.
−Removed: The ability to provide this public guidance, and the ability to accurately forecast our results of operations, may be impacted by the COVID-19 pandemic.
−Removed: Our actual results may not always be in line with or exceed any guidance we have provided, especially in times of economic uncertainty, such as the current global economic uncertainty being experienced as a result of the COVID-19 pandemic.
−Removed: If, in the future, our operating or financial results for a particular period do not meet any guidance provided or the expectations of investment analysts, or if we reduce our guidance for future periods, the market price of our Common Stock may decline as well.
−Removed: Even if we do issue public guidance, there can be no assurance that we will continue to do so in the future.
−Removed: We have incurred (and will continue to incur) significant increased expenses and administrative burdens as a public company, which could negatively impact our business, financial condition and results of operations.
−Removed: We face increased legal, accounting, administrative and other costs and expenses as a public company that we did not incur as a private company.
−Removed: The Sarbanes-Oxley Act of 2002 (“
−Removed: Sarbanes-Oxley ”), including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the PCAOB and the securities exchanges, impose additional reporting and other obligations on public companies.
−Removed: Compliance with public company requirements has, and will continue to, increase costs and make certain activities more time-consuming.
−Removed: A number of those requirements will require us to carry out activities in which we did not engage as a private company.
−Removed: For example, we have created new board committees and adopted new internal controls and disclosure controls and procedures.
−Removed: In addition, expenses associated with SEC reporting requirements have been and will continue to be incurred.
−Removed: Furthermore, if any issues in complying with those requirements are identified (for example, if we identify a material weakness or significant deficiency in the internal control over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues could harm our reputation or investor perceptions of us.
−Removed: It may also be more expensive to obtain director and officer liability insurance.
−Removed: Risks associated with our status as a public company may make it more difficult to attract and retain qualified persons to serve on our board of directors or as executive officers.
−Removed: The additional reporting and other obligations imposed by these rules and regulations will increase legal and financial compliance costs and the costs of related legal, accounting, and administrative activities.
−Removed: These increased costs will require the us to divert a significant amount of money that could otherwise be used to expand our business and achieve strategic objectives.
−Removed: Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs
Our management has identified material weaknesses in our internal control over financial reporting and we may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of our financial statements or cause us to fail to meet our periodic reporting obligations.
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In addition to our remediation efforts described under the heading “
−Removed: our management has identified material weaknesses in our internal control over financial reporting and we may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of our financial statements or cause us to fail to meet our periodic reporting obligations, ”
−Removed: we may need to undertake various costly and time-consuming actions, such as implementing new internal controls and procedures and hiring accounting or internal audit staff, which may adversely affect our business, financial condition and results of operations.
+Added: our management has identified material weaknesses in our internal control over financial reporting and we may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of our financial statements or cause us to fail to meet our periodic reporting obligations, ” we may need to undertake various costly and time-consuming actions, such as implementing new internal controls and procedures and hiring accounting or internal audit staff, which may adversely affect our business, financial condition and results of operations.
We may not be able to complete our evaluation, testing and any required remediation in a timely manner.
5 unchanged sentences
The existence of any material weakness in our internal control over financial reporting could also result in errors in our financial statements that could require us to restate our financial statements, cause us to fail to meet our reporting obligations and cause shareholders to lose confidence in our reported financial information, all of which could materially and adversely affect our business and stock price.
−Removed: We qualify as an “
−Removed: emerging growth company.
−Removed:  The reduced public company reporting requirements applicable to emerging growth companies may make our Common Stock less attractive to investors.
−Removed: We qualify as an “emerging growth company”
−Removed: under SEC rules.
−Removed: As an emerging growth company, we will be permitted and plan to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies.
−Removed: These provisions include but are not limited to:
−Removed: (1) an exemption from compliance with the auditor attestation requirement in the assessment of internal control over financial reporting pursuant to Section 404 of SOX, (2) not being required to comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, (3) reduced disclosure obligations regarding executive compensation arrangements in periodic reports, registration statements, and proxy statements, and (4) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
−Removed: As a result, the information we provide will be different than the information that is available with respect to other public companies that are not emerging growth companies.
−Removed: If some investors find our Common Stock less attractive as a result, there may be a less active trading market for our Common Stock, and the market price of our Common Stock may be more volatile.
−Removed: We will remain an emerging growth company until the earliest of:
−Removed: (1) December 31, 2024, (2) the last day of the fiscal year in which we have gross revenue exceeding $1.07 billion, (3) the date on which we have, during the immediately preceding three-year period, issued more than $1.0 billion in non-convertible debt securities, and (4) the end of any fiscal year in which the market value of our Common Stock held by non-affiliates exceeds $700 million as of the end of the second quarter of that fiscal year.
−Removed: Our management does not have extensive experience in operating a public company.
−Removed: Our executive officers have limited experience in the management of a publicly traded company.
−Removed: Our management team may not successfully or effectively manage our transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws.
−Removed: Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities, which will result in less time being devoted to our management and growth.
−Removed: We may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the United States.
−Removed: The development and implementation of the standards and controls necessary for us to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected.
−Removed: It is possible that we will be required to expand our employee base and hire additional employees to support our operations as a public company, which will increase our operating costs in future periods.
−Removed: If securities or industry analysts do not publish research or reports about our business or publish negative reports, the market price of our Common Stock could decline.
−Removed: The trading market for our Common Stock will be influenced by the research and reports that industry or securities analysts publish about us or our business.
−Removed: If regular publication of research reports ceases, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume of our Common Stock to decline.
−Removed: Moreover, if one or more of the analysts who cover us downgrade our Common Stock or if reporting results do not meet their expectations, the market price of our Common Stock could decline.
−Removed: We have no current plans to pay cash dividends on our Common Stock;
−Removed: as a result, stockholders may not receive any return on investment unless they sell their Common Stock for a price greater than the purchase price.
−Removed: We have no current plans to pay dividends on our Common Stock.
−Removed: Any future determination to pay dividends will be made at the discretion of our board of directors, subject to applicable laws.
−Removed: It will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual, legal, tax and regulatory restrictions, general business conditions, and other factors that the board of directors may deem relevant.
−Removed: In addition, the ability to pay cash dividends may be restricted by the terms of debt financing arrangements, as any future debt financing arrangement likely will contain terms restricting or limiting the amount of dividends that may be declared or paid on our Common Stock.
−Removed: As a result, stockholders may not receive any return on an investment in our Common Stock unless they sell their shares for a price greater than that which they paid for them.
−Removed: General Risk Factors
−Removed: The COVID-19 pandemic could continue to disrupt the availability or performance of our products and services, require unfavorable changes to our existing products, negatively impact our global technical, sales, and distribution infrastructure, delay the introduction of future products, and adversely impact the global economy on a macro level, any one of which has the potential to harm our business, financial condition, and results of operations.
−Removed: While we were able to deliver significant growth in 2020 and 2021 despite the COVID-19 pandemic, the measures attempting to contain and mitigate the effects of the COVID-19 pandemic, including stay-at-home, business closure, and other restrictive orders, and the resulting changes in businesses’
−Removed: behaviors, have disrupted our normal operations and impacted our employees, suppliers, partners, and customers.
−Removed: We expect these disruptions and impacts to continue for the foreseeable future.
−Removed: In response to the COVID-19 pandemic, we took a number of actions that have impacted and continue to impact our business, including transitioning employees across all our offices (including our corporate headquarters) to remote work-from-home arrangements, imposing travel and related restrictions, and reducing operational expenditures significantly, including a reduction of approximately 10% of our global workforce during the first half of 2020.
−Removed: Given the continued spread of COVID-19, the emergence of new variants, and the resulting personal, economic, and governmental reactions, we may have to take additional actions in the future that could harm our business, financial condition and results of operations.
−Removed: While we have a distributed workforce and our employees are accustomed to working remotely or with other remote employees, our workforce has not historically been fully remote.
−Removed: Prior to the COVID-19 pandemic, certain of our employees traveled frequently to establish and maintain relationships with our customers and partners.
−Removed: We continue to monitor the situation and may adjust our current policies as more information and guidance become available.
−Removed: Suspending travel and doing business in-person on a long-term basis could negatively impact our marketing efforts, our ability to enter into customer contracts in a timely manner, our international expansion efforts and our ability to recruit employees across the organization.
−Removed: These changes could negatively impact our sales and marketing in particular, which could have longer-term effects on our sales pipeline, or create operational or other challenges as our workforce remains predominantly remote, any of which could harm our business.
−Removed: In addition, our management team has spent, and will likely continue to spend, significant time, attention, and resources monitoring the COVID-19 pandemic and associated global economic uncertainty and seeking to manage its effects on our business and workforce.
−Removed: The degree to which COVID-19 will affect our business and results of operations will depend on future developments that are highly uncertain and cannot currently be predicted.
−Removed: These developments include, but are not limited to, the duration, extent and severity of the COVID-19 pandemic, the emergence of new variants of the disease, actions taken to contain the COVID-19 pandemic including through vaccinations, the impact of the COVID-19 pandemic and related restrictions on economic activity in domestic market and international trade, and the extent of the impact of these and other factors on our employees, suppliers, partners and customers.
−Removed: The COVID-19 pandemic and related restrictions could limit our customers’
−Removed: ability to continue to operate, such as by limiting their abilities to obtain inventory, generate sales, or make timely payments to us.
−Removed: It could disrupt or delay the ability of employees to work because they become sick or are required to care for those who become sick, or for dependents for whom external care is not available.
−Removed: It could cause delays or disruptions in services provided by key suppliers and vendors, increase the vulnerability of us and our partners and service providers to security breaches, denial of service attacks or other hacking or phishing attacks, or cause other unpredictable effects.
−Removed: The COVID-19 pandemic also has caused heightened uncertainty in the global economy.
−Removed: If economic conditions further deteriorate, consumers and business clients may not have the financial means to make purchases from our customers and may delay or reduce discretionary purchases, negatively impacting our customers and, as a consequence, the results of our operations.
−Removed: Uncertainty from the pandemic may cause prospective or existing customers to defer investment in the areas covered by our products and services or to reduce the value or duration of contracts and may also require us to provide larger pricing discounts or extended payment terms.
−Removed: Our SMB customers may be more susceptible to general economic conditions than larger businesses, which may have greater liquidity and access to capital.
−Removed: Since the impact of COVID-19 is ongoing and because of our subscription-based business model, the effect of the COVID-19 pandemic and the related impact on the global economy may not be fully reflected in our results of operations until future periods.
−Removed: Some of our customers have experienced, and may continue to experience, financial hardships that could result in delayed or even uncollectible payments in the future.
−Removed: Further, to the extent there is a sustained general economic downturn and our software and services are perceived by our existing and potential customers as costly or too difficult to deploy or migrate to, our revenue may be disproportionately affected by delays or reductions in general information technology spending.
−Removed: Competitors, many of whom are larger and more established than us, may respond to market conditions by lowering prices and attempting to lure away our customers.
−Removed: We cannot predict the timing, strength, or duration of any economic slowdown, instability, or recovery, generally, or within any particular industry.
−Removed: If the economic conditions of the general economy or markets in which we operate worsen from present levels, our business, results of operations and financial condition could be harmed.
−Removed: Natural catastrophic events and man-made problems such as power disruptions, global pandemics, computer viruses, data security breaches, war, and terrorism may disrupt our business.
−Removed: We rely heavily on our and third parties’, in particular Microsoft’s, network infrastructure and IT systems for our business operations.
−Removed: An online attack, earthquake, fire, terrorist attack, armed conflicts (such as the current conflict between Russia and Ukraine), power loss, global pandemics, such as the COVID-19 pandemic, telecommunications failure, or other similar catastrophic event could cause system interruptions, delays in accessing our service, reputational harm, and loss of critical data or customer data.
−Removed: Such events could prevent us from providing our products and services to our customers.
−Removed: A catastrophic event that results in the destruction or disruption of our or third parties’
−Removed: data centers, or our network infrastructure or IT systems, including any errors, defects, or failures in third-party hardware, could affect our ability to conduct normal business operations, and harm our operating results.
−Removed: We may also incur significant costs for using alternative equipment or facilities or taking other actions in preparation for, or in reaction to, any such events.
−Removed: Acts of war and other international conflicts, such as the Russia-Ukraine crisis, terrorism and other geo-political unrest or health issues, such as outbreak of pandemic or epidemic disease, such as COVID-19, or fear of such events, could cause disruptions in our or our customers’
−Removed: businesses, national economies or the world economy as a whole.
−Removed: In addition, computer malware, viruses and computer hacking, fraudulent use attempts and phishing attacks have become more prevalent in our industry, and our internal systems may be victimized by such attacks.
−Removed: Although we maintain incident management and disaster response plans, in the event of a major disruption caused by a natural disaster or man-made problem, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in our development activities, lengthy interruptions in service, security breaches and incidents and loss of critical data.
−Removed: Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability, security and availability of our platform to the satisfaction of our users may materially harm our reputation and our ability to retain existing customers and attract new customers.
−Removed: Further, if a catastrophic event occurs in a region from which we derive a significant portion of our revenue, customers in such region may delay or forego purchases of our products, which may materially and adversely impact our results of operations for a particular period.
−Removed: In addition, acts of terrorism could cause disruptions in our business or the business of partners, customers or the economy as a whole.
−Removed: Given our historical concentration of sales at each quarter end, any disruption in the business of partners or customers that impacts sales at the end of each quarter could harm our quarterly results.
−Removed: All of the aforementioned risks may be augmented if disaster recovery plans for the or our partners prove to be inadequate.
−Removed: To the extent that any of the above results in delays or cancellations of customer orders, or the delay in the manufacture, deployment or shipment of products, our business, financial condition and results of operations would be harmed.
−Removed: In addition, as computer malware, viruses, computer hacking, fraudulent use attempts, and phishing attacks have become more prevalent, we will face increased risk from such activities.
−Removed: Such activities threaten the performance, reliability, security, and availability of our products and services.
−Removed: Any computer malware, viruses, computer hacking, fraudulent use attempts, phishing attacks, or other data security breaches to our systems could, among other things, harm our reputation and our ability to retain existing customers and attract new customers.
Items 1B, 2, 3, and 4
UNRESOLVED STAFF COMMENTS
−Removed: We have received no written comments regarding our periodic or current reports from the staff of the SEC that were issued 180 days or more preceding the end of our fiscal year 2021 that remain unresolved.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.