AvePoint, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our Chief Executive Officer (in his capacity as “ Principal Executive Officer ”) and our Chief Financial Officer (in his capacity as “ Principal Financial and Accounting Officer ”), we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e)) under the Exchange Act, as of the end of the period covered by this Annual Report. Based upon that evaluation, our Principal Executive Officer and Principal Financial and Accounting Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2023, due to the material weakness described below. Notwithstanding such material weakness in internal control over financial reporting, our Principal Executive Officer and Principal Financial and Accounting Officer have concluded that our audited consolidated financial statements included in this Annual Report present fairly, in all material respects, our financial position, results of operations, and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles (“ GAAP ”). Previously Disclosed Material Weaknesses During fiscal years 2021 and 2022, with the oversight of the Audit Committee of the Board of Directors, the Company began in 2021 implementing a remediation plan (the “ Remediation Plan ”), to address the material weaknesses identified in 2021 and remained as of December 31, 2022. The Remediation Plan coincided with and is incorporated into our overarching Sarbanes-Oxley Act of 2002 compliance implementation plan, include, but are not limited to: ■ the hiring of personnel with technical accounting and financial reporting experience to further enhance our ability to accurately and expediently respond to increased accounting and financial complexities, and to aid in further identification and oversight with respect to disclosure control activities in response; ■ the engagement of external consultants in the assistance of the evaluation of complex accounting matters; and ■ the establishment of formalized internal controls to review and maintain segregation of duties between appropriate control operators. As a result of the above remediation efforts, we consider the following previously disclosed material weaknesses to be remediated as of December 31, 2023: ■ the identification, review and accounting for nonroutine transactions and/or complex accounting transactions; and ■ segregation of duties with respect to the processing of financial transactions. 106 Table of Contents PART II Items 9A Despite the progress discussed above, during 2022 and 2023 we were unable to remediate all of the material weaknesses that were identified in the prior year as our initial design of certain controls, particularly around ensuring accuracy and completeness of the information used in a control, upon testing were determined insufficient. Newly designed controls required additional time to demonstrate operating effectiveness. While we believe that our efforts have improved our internal control over financial reporting and resulted in the remediation of certain of the material weaknesses identified as of December 31, 2022, remediation of the material weakness identified as of December 31, 2023 will require further validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles. Management ’ s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our system of internal control was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with GAAP. Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “ COSO framework ”). Based on management’s assessment, our principal executive officer and principal financial and accounting officer concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2023, due to the material weakness described below. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. The Company has identified deficiencies in a principle associated with the control activities component of the COSO framework. These control deficiencies constitute a material weakness in the aggregate, related to selecting and developing control activities that contribute to the mitigation of risks and support the achievement of objectives. Specifically, the Company did not design and implement control activities to address the accuracy and completeness of certain information that is relevant for control owners to perform their control activities over financial accounting, reporting and disclosures. The Company’s independent registered public accounting firm, Deloitte & Touche LLP, who audited the consolidated financial statements included in this Annual Report on Form 10-K issued an adverse opinion on the effectiveness of the Company's internal control over financial reporting. Deloitte & Touche LLP’s report appears on page 109 of this Annual Report on Form 10-K. 107 Table of Contents PART II Items 9A 2024 Remediation Plan Our management has been and continues to be committed to remediating this material weakness and has identified and implemented several steps to enhance our internal controls over financial reporting. We have implemented a remediation plan (the “ 2024 Remediation Plan ”), which includes actions not limited to: ■ enhance the design of controls that address the accuracy and completeness of reports being utilized in the execution of internal controls; and ■ establishing additional training related to address the accuracy and completeness of data used controls and the level of documentation required to evidence control activities. We have implemented documented policies and procedures for, and are in the process of testing the implementation and operating effectiveness of, the newly designed controls. The material weakness in our internal control over financial reporting will not be considered remediated until the newly designed controls operate for a sufficient period of time. In addition, we may discover additional material weaknesses that require additional time and resources to remediate, and we may decide to take additional measures to address the material weaknesses or modify the remediation steps described above. Changes in Internal Control Over Financial Reporting Other than described above, there have been no changes in our internal control over financial reporting during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 108 Table of Contents PART II Items 9A Report of Independent Registered Public Accounting Firm To the shareholders and the Board of Directors of AvePoint, Inc and its subsidiaries Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of AvePoint, Inc. and subsidiaries (the “ Company ”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, because of the effect of the material weakness identified below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 29, 2024, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Material Weakness A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management's assessment: The Company has identified deficiencies in a principle associated with the control activities component of the COSO Framework. These control deficiencies constitute a material weakness in the aggregate related to selecting and developing control activities that contribute to the mitigation of risks and support the achievement of objectives. Specifically, the Company did not design and implement control activities to address the accuracy and completeness of certain information that is relevant for control owners to perform their control activities over financial accounting, reporting and disclosures. This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended December 31, 2023, of the Company, and this report does not affect our report on such financial statements. /s/ Deloitte & Touche LLP New York, New York February 29, 2024 109 Table of Contents PART II Items 9A ITEM 9B. OTHER INFORMATION On December 8, 2023 , James Caci , Chief Financial Officer of the Company, entered into a Rule 10b5 - 1 trading arrangement (the “ Caci 10b5 - 1 Plan ”). The Caci 10b5 - 1 Plan is intended to satisfy the affirmative defense of Rule 10b5 - 1 (c). The Caci 10b5 - 1 Plan provides for the sale of up to 110,215 shares of the Company’s common stock from time to time between March 20, 2024 and December 8, 2025. Due to the pricing conditions set forth in the Caci 10b5 - 1 Plan, the number of shares actually sold under the plan may be less than the maximum number of shares that can be sold. The Caci 10b5 - 1 Plan will expire on December 8, 2025, or earlier if all shares under the plan are sold prior to that date. Growth Equity Fund The Company formed AvePoint Ventures, LLC (“ APV ”), a wholly owned subsidiary, for the sole purpose of investing in A3 Ventures Fund 1, L.P., a Cayman Islands exempted limited partnership (the “ A3V Fund ”) formed and managed by Lumens Capital Partners, Ltd., a Singapore-based private fund adviser (collectively with its affiliates, “ LCP ”). On February 28, 2024 the Company entered into an agreement with APV and A3V Fund. APV shall serve as the cornerstone investor for the A3V Fund, which will focus its investments in companies (a) in the growth equity phase (i.e., “Series B” equity offerings and onwards) as well as mature cashflow generating businesses with strong growth potential; and (b) located in established enterprise software markets that map to LCP’s and the Company’s professional expertise and geographical footprint – in particular, USA, England, France, Germany, Japan, South Korea, Singapore, and Australia. The A3V Fund will seek primarily controlling stakes in such portfolio companies, whether through equity, debt, or hybrid investments. LCP will manage the A3V Fund, and lead in the selection, monitoring and guidance of investments, seeking to enhance capital efficiency and business discipline through the scaling process until exit. APV shall assist LCP in managing the portfolio companies, using its professional expertise, as well as its software development and technology resources and platforms. In consideration for its participation in the A3V Fund as a cornerstone investor, APV will receive a portion of any performance allocations to be received by LCP in addition to any profits on its capital investments. APV will be entitled to appoint a representative to the limited partner advisory committee and will have certain consent rights with respect to fundamental matters regarding LCP and the A3V Fund. Other institutional investors and/or high net worth individuals will also be allowed to commit capital to the A3V Fund. APV has committed US $50 million to the A3V Fund, which will be called as needed for portfolio investments and to pay fees and expenses of the A3V Fund. 110 Table of Contents PART II, PART III Items 9C, 10, 11, 12, 13, 14 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE A list of our Executive Officers and biographical information appears in Part I, Item 1 of this Annual Report. Information about our directors may be found in our Proxy Statement to be filed in connection with our 2024 Annual Meeting of Stockholders (the “ Proxy Statement ”) within 120 days after the end of fiscal year ended December 31, 2023. The information required by this item is hereby incorporated by reference to the sections of the Proxy Statement under the captions “Corporate Governance,” “Election of Directors,” and “Named Executive Officers.” We have adopted the AvePoint, Inc. Code of Ethics and Business Conduct (the “ Code ”), a code of ethics that applies to our employees, officers, and directors (including our Principal Executive Officer and Principal Financial and Accounting Officer) and is a “Code of Ethics for Senior Financial Officers” as defined by applicable rules of the SEC. The Code is publicly available on our Investor Relations website at https://ir.avepoint.com/. Information contained on or accessible through this website is not a part of this Annual Report, and the inclusion of such website address in this Annual Report is an inactive textual reference only. If we make any substantive amendments to the Code or grant any waiver, including any implicit waiver, from a provision of the code to our Executive Officers or directors, we will disclose the nature of the amendment or waiver on our Investor Relations website or in a report on Form 8-K to the extent required by applicable rules and exchange requirements. ITEM 11. EXECUTIVE COMPENSATION The information required by this item is hereby incorporated by reference to the sections of the Proxy Statement under the captions, “Elements of Executive Compensation” and “Non-Employee Director Compensation.” ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this item is hereby incorporated by reference to the sections of the Proxy Statement under the captions “Security Ownership.” ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this item is hereby incorporated by reference to the sections of the Proxy Statement under the captions “Transactions with Related Persons” and “Board Leadership Structure.” ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by this item is hereby incorporated by reference to the section of the Proxy Statement under the caption “Independent Registered Public Accounting Firm.” 111 Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES a. Financial Statements and Schedules Our consolidated financial statements can be found in Part II, Item 8 of this Annual Report. Financial statement schedules have been omitted because they are not required, not applicable, or the required information is included in the consolidated financial statements or notes thereto. b. Exhibits The following documents are filed as part of, furnished with, or incorporated by reference into, this Annual Report, in each case as indicated therein. Exhibit Index Incorporated by Reference Exhibit Number Description Schedule/ Form File No. Exhibit Filing Date Filed Herewith 2.1 Business Combination Agreement and Plan of Reorganization, dated November 23, 2020, by and among Apex, Merger Subs and AvePoint. Form 8-K 001-39048 2.1 March 9, 2021 2.2 Amendment No. 1 to Business Combination Agreement and Plan of Reorganization, dated December 30, 2020, by and among Apex, Merger Subs and AvePoint. Form 8-K 001-39048 2.1 December 30, 2020 2.3 Amendment No. 2 to Business Combination Agreement and Plan of Reorganization, dated March 8, 2021, by and among Apex, Merger Subs and AvePoint. Form 8-K 001-39048 2.1 March 9, 2021 2.4 Amendment No. 3 to Business Combination Agreement and Plan of Reorganization, dated May 18, 2021, by and among Apex, Merger Subs and AvePoint. Form 10-Q 001-39048 10.3 May 19, 2021 2.5 Agreement and Plan of Merger, dated as of July 23, 2021, by and between AvePoint, Inc. and AvePoint US, LLC Form 8-K 001-39048 2.1 July 30, 2021 3.1 Amended and Restated Certificate of Incorporation of AvePoint, Inc. Form 8-K 001-39048 3.1 July 7, 2021 3.2 Amended and Restated Bylaws of AvePoint, Inc. Form 10-K 001-39048 3.2 March 31, 2023 4.1 Specimen Common Stock Certificate. Form S-4/A 333-252712 4.4 May 20, 2021 4.2 Specimen Warrant Certificate. Form S-1 333-233299 4.3 August 30, 2019 4.3 Description of Capital Stock Form 10-K 001-39048 4.3 March 31, 2023 112 Table of Contents 10.1 Warrant Agreement, dated September 16, 2019, by and between Continental Stock Transfer & Trust Company and Apex. Form 8-K 001-39048 4.1 September 20, 2019 10.1 Form of PIPE Subscription Agreement Form 8-K 001-39048 10.7 November 23, 2020 10.2 Form of Amendment No. 1 to PIPE Subscription Agreements Form S-4 333-252712 10.15 May 20, 2021 10.3 Form of Lock-Up Agreement Form 8-K 001-39048 10.3 November 23, 2020 10.4 Amended and Restated Registration Rights Agreement, dated July 1, 2021, by and among AvePoint and certain stockholders of AvePoint. Form 8-K 001-39048 10.4 July 7, 2021 10.5† Form of Indemnification Agreement. Form S-4 333-252712 10.29 May 20, 2021 10.6† AvePoint 2006 Equity Incentive Plan. Form 8-K 001-39048 10.6 July 7, 2021 10.7† Form of Stock Option Grant Package under AvePoint 2006 Equity Incentive Plan. Form 8-K 001-39048 10.7 July 7, 2021 10.8† Form of RSU Grant Package under 2006 Equity Incentive Plan. Form 8-K 001-39048 10.8 July 7, 2021 10.9† AvePoint 2016 Equity Incentive Plan. Form S-4 333-252712 10.15 February 4, 2021 10.10† Form of Stock Option Grant Notice under AvePoint 2016 Equity Incentive Plan. Form S-4 333-252712 10.16 February 4, 2021 10.11† Form of Stock Option Agreement under 2016 Equity Incentive Plan. Form S-4 333-252712 10.17 February 4, 2021 10.12† AvePoint 2021 Equity Incentive Plan. X 10.13† Form of Stock Option Grant Package under AvePoint 2021 Equity Incentive Plan. Form 8-K 001-39048 10.13 July 7, 2021 10.14† Form of RSU Grant Package under AvePoint 2021 Equity Incentive Plan. Form 8-K 001-39048 10.14 July 7, 2021 10.15† AvePoint 2021 Employee Stock Purchase Plan. Form S-4 333-252712 10.19 February 4, 2021 10.16+^ Loan and Security Agreement, dated April 7, 2020, by and between HSBC Ventures USA Inc. and AvePoint, Inc. Form S-4 333-252712 10.24 February 4, 2021 113 Table of Contents 10.17+^ Limited Consent and First Amendment to Loan and Security Agreement, dated July 1, 2021, by and among AvePoint Operations Inc. (f/k/a AvePoint, Inc.), HSBC Ventures USA Inc. and AvePoint US, LLC. Form 8-K 001-39048 10.21 July 7, 2021 10.18+^ Assignment and Assumption Agreement, dated July 1, 2021, by and among AvePoint Operations, Inc. (f/k/a AvePoint, Inc.), HSBC Ventures USA Inc. and AvePoint US, LLC. Form 8-K 001-39048 10.22 July 7, 2021 10.19+^ Pledge Agreement, dated July 1, 2021, by and between AvePoint, Inc. and HSBC Ventures USA Inc. Form 8-K 001-39048 10.23 July 7, 2021 10.20+^ Limited Guaranty, dated July 1, 2021, by and between AvePoint, Inc. and HSBC Ventures USA Inc. Form 8-K 001-39048 10.24 July 7, 2021 10.21+^ Assignment and Assumption Agreement, dated as of July 23, 2021, by and among AvePoint, Inc., AvePoint US, LLC, and HSBC Ventures USA Inc. Form 8-K 001-39048 10.1 July 30, 2021 10.22+^ Limited Consent and Waiver to Loan and Security Agreement, dated as of July 23, 2021, by and among AvePoint, Inc., AvePoint US, LLC, AvePoint Public Sector, Inc., AvePoint Holdings USA, LLC, and HSBC Ventures USA Inc. Form 8-K 001-39048 10.2 July 30, 2021 10.23+^ Second Amendment to Loan and Security Agreement, dated October 31, 2021, by and among AvePoint, Inc., AvePoint Public Sector, Inc., AvePoint Holdings USA, LLC, and HSBC Ventures USA Inc. Form 8-K 001-39048 10.8 November 1, 2021 10.24+^ Annex A to Second Amendment to Loan and Security Agreement, dated October 31, 2021, by and among AvePoint, Inc., AvePoint Public Sector, Inc., AvePoint Holdings USA, LLC, and HSBC Ventures USA Inc. Form 8-K 001-39048 10.9 November 1, 2021 10.25† Employment Agreement, dated January 1, 2021, by and between AvePoint and Xunkai Gong. Form S-4 333-252712 10.21 February 4, 2021 10.26† Employment Agreement, dated January 1, 2021, by and between AvePoint and Tianyi Jiang. Form S-4 333-252712 10.22 February 4, 2021 10.27† Employment Agreement, dated January 1, 2021, by and between AvePoint and Brian Brown. Form S-4 333-252712 10.23 February 4, 2021 10.28† Employment Agreement, dated August 10, 2021, by and between AvePoint and James Caci. Form 8-K 001-39048 10.1 August 16, 2021 10.29 2022 Performance-Based Annual Incentive Plan Form 10-K 001-39048 10.29 March 31, 2023 10.30 Loan and Security Agreement, dated November 3, 2023, by and between AvePoint, Inc. and HSBC Bank USA, National Association . Form 8-K 001-39048 10.1 November 6, 2023 10.31 Pledge Agreement, dated November 3, 2023, by and between AvePoint, Inc. and HSBC Bank USA, National Association . Form 8-K 001-39048 10.2 November 6, 2023 10.32 Revolving Note, dated November 3, 2023, by and between AvePoint, Inc. and HSBC Bank USA, National Association . Form 8-K 001-39048 10.3 November 6, 2023 114 Table of Contents 21.1 List of Subsidiaries. X 23.1 Consent of Deloitte and Touche LLP, independent registered public accounting firm. X 24.1 Power of Attorney (included in the signature page hereto). 31.1 Certification of Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.2 Certification of Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 32.1** Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 32.2** Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 97.1 Compensation Recovery Policy . X 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. X 101.SCH Inline XBRL Taxonomy Extension Schema Document. X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. X 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document. X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. X 104.1 Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101). X ** Furnished herewith. Any exhibit furnished herewith (including the certifications furnished in Exhibit 32.1 and Exhibit 32.2 hereto) are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference. + Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601. We agree to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. † Indicates a management contract or compensatory plan, contract or arrangement. ^ Certain portions of this Exhibit will be omitted because they are not material and would likely cause competitive harm to us if disclosed. 115 Table of Contents ITEM 16. FORM 10-K SUMMARY None. 116 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned; thereunto duly authorized. AVEPOINT, INC. Date: February 29, 2024 /s/ Tianyi Jiang Name: Tianyi Jiang Title: Chief Executive Officer (Principal Executive Officer) Date: February 29, 2024 /s/ James Caci Name: James Caci Title: Chief Financial Officer (Principal Financial and Accounting Officer) 117 Table of Contents POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS , that each person whose signature appears below constitutes and appoints Tianyi Jiang and Brian Michael Brown, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such individual in any and all capacities, to do any and all acts and things and to execute in his or her name (whether on behalf of AvePoint, Inc. (the “ Company ”) or as an officer or director of the Company, or otherwise) any and all instruments and to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Xunkai Gong Executive Chairman and Director February 29, 2024 Xunkai Gong /s/ Tianyi Jiang Chief Executive Officer and Director February 29, 2024 Tianyi Jiang ( Principal Executive Officer ) /s/ James Caci Chief Financial Officer February 29, 2024 James Caci ( Principal Financial and Accounting Officer ) /s/ Brian Michael Brown Chief Legal and Compliance February 29, 2024 Brian Michael Brown Officer, Secretary, and Director /s/ Janet Schijns Director February 29, 2024 Janet Schijns /s/ Jeff Teper Director February 29, 2024 Jeff Teper /s/ John Ho Director February 29, 2024 John Ho /s/ Jeff Epstein Director February 29, 2024 Jeff Epstein 118