What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-28 compared with 2024-02-29 · 365 added, 517 removed, 1046 unchanged (46% of the section changed)

9 unchanged sentences

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of AvePoint, Inc and its subsidiaries

To the stockholders and the Board of Directors of AvePoint, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of AvePoint, Inc.

and subsidiaries (the “ Company ” ) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, mezzanine equity and stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “ financial statements ” ).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting 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 and our report dated February 29, 2024, expressed an adverse opinion on the Company's internal control over financial reporting.

and subsidiaries (the "Company") as of December 31, 2024 and December 31, 2023, the related consolidated statements of operations, comprehensive loss, mezzanine equity and stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and December 31, 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

43 unchanged sentences

Short-term investments

Accounts receivable, net of allowance of $ 926 and $ 725 , respectively

Accounts receivable, net

87,365 85,877

6 unchanged sentences

Intangible assets, net

10,546 11,079

Operating lease right-of-use assets

3 unchanged sentences

16,575 13,595

$ 519,055 $ 442,582

Liabilities, mezzanine equity, and stockholders’ equity

23 unchanged sentences

779,007 667,881

Treasury stock

Accumulated other comprehensive income

12 unchanged sentences

For the Year Ended

$ 230,667 $ 160,961 $ 117,180

Term license and support

44,560 52,744 57,214

44,036 44,795 41,283

11,219 13,325 16,662

Total revenue

330,482 271,825 232,339

Cost of revenue:

41,544 35,924 27,313

Term license and support

1,584 1,946 2,006

38,757 38,807 36,037

Total cost of revenue

82,526 77,460 66,276

247,956 194,365 166,063

Operating expenses:

Sales and marketing

122,869 112,105 110,638

General and administrative

69,222 61,271 65,132

Research and development

48,699 36,340 31,359

Total operating expenses

Loss from operations

240,790 209,716 207,129

Income (loss) from operations

7,166 ( 15,351 ) ( 41,066 )

Other (expense) income, net

( 31,565 ) ( 3,263 ) 7,416

Loss before income taxes

( 24,399 ) ( 18,614 ) ( 33,650 )

Income tax expense

Net income attributable to noncontrolling interest

Net loss attributable to AvePoint, Inc.

Deemed dividends on preferred stock

4,743 2,887 5,038

$ ( 29,142 ) $ ( 21,501 ) $ ( 38,688 )

Net (loss) income attributable to noncontrolling interest

( 52 ) 224 2,942

Net loss available to common stockholders

$ ( 29,090 ) $ ( 21,725 ) $ ( 41,630 )

Basic and diluted loss per share

$ ( 0.16 ) $ ( 0.12 ) $ ( 0.23 )

Basic and diluted shares used in computing loss per share

183,721 182,257 181,957

See accompanying notes.

4 unchanged sentences

For the Year Ended

Other comprehensive income (loss) net of taxes

Unrealized gain on available-for-sale securities

$ ( 29,142 ) $ ( 21,501 ) $ ( 38,688 )

Other comprehensive (loss) income net of taxes

Unrealized (loss) gain on available-for-sale securities

( 106 ) 100 —

Foreign currency translation adjustments

Total other comprehensive income (loss)

( 2,608 ) 1,104 ( 250 )

Total other comprehensive (loss) income

( 2,714 ) 1,204 ( 250 )

Total comprehensive loss

Comprehensive income attributable to noncontrolling interest

Total comprehensive loss attributable to AvePoint, Inc.

$ ( 31,856 ) $ ( 20,297 ) $ ( 38,938 )

Comprehensive (loss) income attributable to noncontrolling interest

( 144 ) 238 3,003

Total comprehensive loss available to common stockholders

$ ( 31,712 ) $ ( 20,535 ) $ ( 41,941 )

See accompanying notes.

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Consolidated Statements of Mezzanine Equity and Stockholders’ Equity

For the Year Ended December 31, 2023, 2022 and 2021

For the Years Ended December 31, 2024, 2023 and 2022

(In thousands, except share amounts)

Noncontrolling

Treasury Stock

Comprehensive

11 unchanged sentences

( 99 ) ( 99 ) — — — 99 — — 99

Reclassification of redeemable noncontrolling interest in MaivenPoint Pte.

Redemption of noncontrolling interest

( 5,926 ) ( 5,926 ) — — 6,379 — 2 ( 6,381 ) —

1 unchanged sentence

— — — — ( 378 ) — — — ( 378 )

Repurchase of common stock

Purchase of public warrants

— — — — ( 3,828 ) — — — ( 3,828 )

Retirement of common stock

Proceeds from exercise of warrants

— — 1,494,127 — 17,182 — — — 17,182

Comprehensive income (loss):

Net income (loss)

Company earn-out shares issuance

— — 2,964,658 — 53,871 — — — 53,871

Unrealized gain on available-for-sale securities

Repurchase and retirement of common stock

— — ( 3,262,065 ) — ( 12,191 ) ( 20,862 ) — — ( 33,053 )

Comprehensive (loss) income:

Net (loss) income

(5 ) (5 ) — — — ( 29,189 ) — 52 ( 29,137 )

Unrealized loss on available-for-sale securities

— — — — — — ( 106 ) — ( 106 )

Foreign currency translation adjustments

5 unchanged sentences

Consolidated Statements of Mezzanine Equity and Stockholders’ Equity

For the Year Ended December 31, 2023, 2022 and 2021

For the Years Ended December 31, 2024, 2023 and 2022

(In thousands, except share amounts)

2 unchanged sentences

Comprehensive

Noncontrolling

Stockholders’

5 unchanged sentences

— — 3,253,130 — — — — — — — —

Common stock issued upon acquisition

— — 324,845 — 1,517 — — — — 1,517

Common stock issued for canceled officer awards

— — 3,592,504 1 (1 ) — — — — —

Stock-based compensation expense

— — — — 36,048 — — — — — 36,048

Issuance of redeemable noncontrolling interest in MaivenPoint Pte.

Accretion of redeemable noncontrolling interest

212 212 — — — — — ( 212 ) — — ( 212 )

Reclassification of redeemable noncontrolling interest in MaivenPoint Pte.

( 8,148 ) ( 8,148 ) — — — — — — — 8,148 8,148

Reclassification of earn-out RSUs to earn-out shares

2 unchanged sentences

— — ( 6,719,032 ) — — 6,719,032 ( 39,063 ) — — — ( 39,063 )

Comprehensive income (loss):

Retirement of common stock

— — — ( 1 ) ( 38,884 ) ( 10,908,782 ) 60,729 ( 21,844 ) — — —

Net income attributable to and accretion of redeemable noncontrolling interest

Comprehensive (loss) income:

Net (loss) income

(38 ) (38 ) — — — — — ( 21,513 ) — 50 ( 21,463 )

Unrealized gain on available-for-sale securities

— — — — — — — — 100 — 100

Foreign currency translation adjustments

5 unchanged sentences

Consolidated Statements of Mezzanine Equity and Stockholders’ Equity

For the Year Ended December 31, 2023, 2022 and 2021

For the Years Ended December 31, 2024, 2023 and 2022

(In thousands, except share amounts)

Noncontrolling

Preferred Stock

Treasury Stock

Comprehensive

2 unchanged sentences

$ 5,210 $ 5,210 181,821,767 $ 18 $ 625,056 143,564 $ ( 1,739 ) $ ( 375,297 ) $ 2,317 $ 250,355

Reclassification of share-based awards to mezzanine equity

— — — 206 — 206 — — ( 206 ) — — — ( 206 )

Reclassification of common shares to mezzanine equity

— — 6,872 — — 6,872 — — — — — — —

Remeasurement of redemption value of common shares

— — 7,361 — — 7,361 — — — — ( 7,361 ) — ( 7,361 )

Proceeds from exercise of options

2 unchanged sentences

— — 1,784,993 — — — — — — —

Stock-based compensation expense

— — — — — — — — 46,475 — — — 46,475

Remeasurement of redemption value of convertible preferred stock

— 32,928 — — — 32,928 — — — — ( 32,928 ) — ( 32,928 )

Issuance of redeemable noncontrolling interest in MaivenPoint Pte.

— — — — 238 238 — — 515 — — — 515

Conversion of convertible preferred stock

Common stock issued upon acquisition

— — 324,845 — 1,517 — — — — 1,517

Reclassification of redeemable common shares from mezzanine to permanent equity

Common stock issued for canceled officer awards

— — 3,592,504 1 ( 1 ) — — — — —

Reclassification of share-based awards from liabilities and mezzanine equity to permanent equity

Stock-based compensation expense

— — — — 37,210 — — — — 37,210

Merger and recapitalization, net of transaction costs

Issuance of redeemable noncontrolling interest in MaivenPoint Pte.

5,794 5,794 — — — — — — — —

1 unchanged sentence

— — — — ( 885 ) — — — — ( 885 )

Reclassification of Apex shares purchased prior to the Business Combination

Repurchase of common stock

— — ( 4,046,186 ) — — 4,046,186 ( 19,927 ) — — ( 19,927 )

36 unchanged sentences

( 8,482 ) ( 7,687 ) ( 9,596 )

Accounts payable, accrued expenses, operating lease liabilities and other liabilities

Accounts payable, accrued expenses and other current liabilities, operating lease liabilities and other liabilities

16,046 609 ( 2,553 )

14 unchanged sentences

( 3,044 ) ( 2,087 ) ( 3,853 )

Investment in notes

Issuance of notes receivables

( 1,750 ) ( 1,250 ) —

Other investing activities

Net cash used in investing activities

1 unchanged sentence

Financing activities

Proceeds from recapitalization of Apex shares, net of transaction fees of $ 49,990

Redemption of redeemable convertible preferred stock

— — ( 130,925 )

Redemption of Legacy AvePoint common stock

— — ( 106,169 )

Purchase of common stock

( 33,053 ) ( 39,036 ) ( 19,927 )

Payment of net cash settlement for management options

— — ( 7,530 )

Proceeds from warrant exercises

Proceeds from stock option exercises

11,033 5,569 2,818

Proceeds from sale of common shares of subsidiary

Redemption of redeemable noncontrolling interest

( 6,130 ) — —

Purchase of public warrants

( 3,991 ) — —

Company earn-out shares settled in cash

Repayments of finance leases

1 unchanged sentence

Payments of debt issuance costs

Payments of transaction fees by Legacy AvePoint

— — ( 2,998 )

Net cash (used in) provided by financing activities

Net cash used in financing activities

( 15,537 ) ( 33,667 ) ( 17,148 )

1 unchanged sentence

( 3,183 ) 595 ( 1,655 )

Net (decrease) increase in cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

67,573 ( 4,026 ) ( 41,029 )

12 unchanged sentences

$ — $ — $ 235

Company earn-out shares issuance

$ 53,871 $ — $ —

See accompanying notes.

8 unchanged sentences

(hereinafter referred to as “ AvePoint ”, the “ Company ”, “ we ”, “ us ”, or “ our ”) surviving.

Our principal corporate headquarters are located in Jersey City, New Jersey, and our principal operating headquarters are located in Richmond, Virginia.

Our principal executive headquarters is located in Jersey City, New Jersey, and our principal operating headquarters is located in Richmond, Virginia.

We have additional offices across North America, Europe, Asia, Australia and the Middle East.

AvePoint generates revenue by providing a cloud-native data management software platform that organizations rely on to manage and protect critical data, optimize IT operations, achieve meaningful cost savings, and efficiently secure the digital workplace;

as well as providing customized business solutions, technical support, and services.

AvePoint generates revenue by providing customers a cloud-native data management software platform, enabling them to prepare, secure, and optimize their critical data.

The AvePoint Confidence Platform unifies data security, governance, and business continuity into a seamless, resilient experience, addressing the most pressing challenges in today’s complex digital landscape.

Summary of Significant Accounting Policies

3 unchanged sentences

All intercompany transactions and balances have been eliminated in consolidation.

AvePoint, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Recently Adopted Accounting Guidance

In January 2016, the Financial Accounting Standards Board ( “ FASB ” ) issued Accounting Standard Update ( “ ASU ” ) 2016 - 13, Financial Instruments — Credit Losses on Financial Instruments which replaces incurred loss methodology to estimate credit losses on financial instruments with a methodology that reflects expected credit losses.

This amendment affects entities holding financial assets that are not accounted for at fair value through net income including trade receivables.

Subsequently FASB issued ASU 2020 - 02 which deferred the adoption date.

The amendments in this ASU are effective for Emerging Growth Company entities, which elected to take advantage of the extended transition period, for fiscal years beginning after December 15, 2022.

Early application of the amendments is permitted.

The Company adopted the standard on January 1, 2023.

The adoption of the standard did not have a material impact on its consolidated financial statements.

In August 2020, the FASB issued ASU 2020 - 06, “ Debt — Debt with Conversion and Other Options (Subtopic 470 - 20 ) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815 — 40 ) ” ( “ ASU 2020 - 06 ”).

ASU 2020 - 06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity.

The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in GAAP.

The Company adopted the standard on January 1, 2023.

The adoption of the standard did not have a material impact on its consolidated financial statements.

Comparative Data

Certain amounts from prior periods that were presented separately have now been grouped to conform to the current period presentation, including:

■ The reclassification of perpetual license revenue to be included in maintenance revenue on the consolidated statements of operations for the years ended December 31, 2022 and 2021.

■ The reclassification of gain (loss) on earn-out and warrant liabilities to be included in other (expense) income, net on the consolidated statements of operations for the years ended December 31, 2022 and 2021.

■ The reclassification of interest income (expense), net to be included in other (expense) income, net on the consolidated statements of operations for the years ended December 31, 2022 and 2021.

The reclassification of depreciation and amortization to be included in cost of revenue, sales and marketing, general and administrative and research and development on the consolidated statements of operations for the years ended December 31, 2022 and 2021.

AvePoint, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (continued)

In the year ended December 31, 2024, the Company adopted the accounting standards update that requires companies to provide disclosures of significant segment expenses and other segment items (refer to “ Note 18 – Segment Information ”).

Disclosures about a reportable segment's profit or loss and assets that are currently required annually will also have to be provided in interim periods.

In addition, companies with a single reportable segment are required to provide all the disclosures required by Segment Reporting (ASC 280 ) .

Business Combination

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Acquisition-related costs were immaterial and were expensed as incurred.

Pro forma historical results of operations related to the business combinations closed in 2022 have not been presented because they are not material to our consolidated financial statements, either individually or in aggregate.

AvePoint, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Use of Estimates

4 unchanged sentences

Foreign Currency

The Company has foreign operations where the functional currency has been determined to be the local currency, in accordance with FASB ASC 830, Foreign Currency Matters .

The Company has foreign operations where the functional currency has been determined to be the local currency.

Adjustments resulting from translating such foreign functional currency assets and liabilities into U.S.

12 unchanged sentences

treasury bills, we classify these investments as available-for-sale.

We carry these securities at fair value, and report the unrealized gains and losses, net of taxes, as a component of stockholders’ equity, except for any unrealized losses determined to be related to credit losses, which we record within non-operating income, net in the accompanying consolidated statements of operations.

AvePoint, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (continued)

We carry these securities at fair value, and report the unrealized gains and losses, net of taxes, as a component of stockholders’ equity, except for the interest income from amortization of the discount arising at acquisition, and any unrealized losses determined to be related to credit losses, which we record within other (expense) income, net in the accompanying consolidated statements of operations.

Short-Term Investments

2 unchanged sentences

The prepaid expenses balances as of December 31, 2024 and 2023 were $ 7.2 million and $ 7.6 million, respectively.

AvePoint, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Property and Equipment

19 unchanged sentences

otherwise, any excess of the goodwill carrying amount over the implied fair value is recognized as an impairment loss, and the carrying value of goodwill is written down to fair value.

AvePoint, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Intangible Assets, net

1 unchanged sentence

Typical customer related assets include order backlogs and customer relationships.

Intangible assets that have finite useful lives are amortized over their useful lives on a straight-line basis, which range from one year to ten years.

Intangible assets that have finite useful lives are amortized over their useful lives on a straight-line basis, which range from three years to ten years.

We evaluate the recoverability of intangible assets periodically by considering events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired.

The Company adopted ASC 842, Leases , on January 1, 2022, using the modified retrospective approach and has elected not to restate comparative periods and record a cumulative-effect adjustment as of the effective date.

ASC 842 requires companies to generally recognize on the balance sheet operating and finance lease liabilities and corresponding right-of-use (“ ROU ”) assets.

The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which allowed the Company to carry forward its historical assessments of whether a contract contains a lease, lease classification and initial direct costs.

The Company elected not to use hindsight in determining the lease term.

The Company made the following other transition considerations and elections under ASC 842 :

(i) not to separate non-lease components for all classes of underlying assets, including under Leases (“ ASC 840 ”) for the purpose of transition measurement;

(ii) apply accounting similar to ASC 840 for operating lease with term of 12 months or less at the commencement date;

(iii) consider remaining lease term as of the date of initial application in determining the incremental borrowing rate to be used to discount minimum rental payments for operating leases in transition.

AvePoint, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Leases are classified as either operating or finance leases based on certain criteria.

This classification determines the timing and presentation of expenses on the income statement, as well as the presentation of the related cash flows and balance sheet.

Operating leases are recorded on the balance sheet beginning January 1, 2022, as operating lease right-of-use assets, accrued expenses and other liabilities, and long-term operating lease liabilities.

The Company currently has no material finance leases.

ROU assets and related liabilities are recorded at lease commencement based on the present value of the lease payments over the expected lease term.

Right-of-use (“ ROU ”) assets and related liabilities are recorded at lease commencement based on the present value of the lease payments over the expected lease term.

Lease payments include future increases unless the increases are based on changes in an index or rate.

4 unchanged sentences

Operating lease expense is recognized on a straight-line basis over the lease term and is allocated within operating expenses in the consolidated statements of operations.

AvePoint, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Our lease agreements generally contain lease and non-lease components.

Non-lease components primarily include payments for maintenance and utilities.

We elected to combine fixed payments for non-lease components, for all classes of underlying assets, with our lease payments and account for them together as a single lease component which increases the amount of our lease assets and liabilities.

Deferred Contract Costs

8 unchanged sentences

Amortization of deferred contract costs of $ 20.9 million, $ 19.0 million and $ 13.4 million for the years ended December 31, 2024 , 2023 and 2022, respectively, is included as a component of sales and marketing expenses in our consolidated statements of operations.

Deferred contract costs recognized as a contract asset on our balance sheet was $ 54.7 million and $ 48.6 million as of December 31, 2023 and 2022 , respectively.

Software Development Costs

Costs incurred in the development of new software products and enhancements to existing software products to be accounted for under software revenue recognition guidance are accounted for in accordance with ASC 985 - 20, Costs of Software to be Sold, Leased, or Marketed, or ASC 985 - 20.

Costs are incurred in the development of new software products and enhancements to existing software products.

These costs, consisting primarily of salaries and related payroll costs, are expensed as incurred until technological feasibility has been established.

After technological feasibility is established, costs are capitalized in accordance with ASC 985 - 20.

The Company’s primary on-premises product is DocAve, which is within the scope of subtopic 985 - 20.

DocAve has been available for sale since 2002.

Typically, the economic life of software produced is less than five years.

As such, any costs subject to capitalization under ASC 985 - 20 would be fully amortized at this time.

As a result, no internally generated software development costs have been capitalized as of December 31, 2023 and 2022 .

We account for costs to develop or obtain internal-use software and implementation costs incurred in hosting arrangements in accordance with ASC 350 - 40, Internal-Use Software, or ASC 350 - 40.

We also account for costs of significant upgrades and enhancements resulting in additional functionality under ASC 350 - 40.

After technological feasibility is established, costs are capitalized.

Costs to develop or obtain internal-use software and implementation costs incurred in hosting arrangements and costs of significant upgrades and enhancements resulting in additional functionality are capitalized in the intangible assets, net within the consolidated balance sheets.

These costs are primarily software purchased for internal use, purchased software licenses, implementation costs, and development costs related to our hosted product, which is accessed by customers on a subscription basis.

Costs incurred for maintenance, training, and minor modifications or enhancements are expensed as incurred.

Internal-use software is amortized on a straight-line basis over its estimated useful life, which is generally three years.

The capitalized expenses are amortized on a straight-line basis over its estimated useful life, which is generally three years.

Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.

7 unchanged sentences

Our sources of revenue mainly include:

SaaS and term license and support revenue includes revenue from the sale of SaaS and term license and support, versions of our software and related customer support.

SaaS and term license and support revenue includes revenue from the sale of SaaS and term license and support, product offerings of our software and related customer support.

SaaS revenue is recognized ratably over the term of the contract.

12 unchanged sentences

The remaining revenue amount is recognized over time.

AvePoint, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (continued)

ASC 606, Revenue from Contracts with Customers, is a single standard for revenue recognition that applies to all of our SaaS, term license and support, services, perpetual license and maintenance arrangements and generally requires revenue to be recognized upon the transfer of control of promised goods or services provided to its customers, reflecting the amount of consideration it expects to receive for those goods or services.

Pursuant to ASC 606, revenue is recognized upon the application of the following steps:

Our revenue is recognized upon the transfer of control of promised goods or services provided to its customers, reflecting the amount of consideration it expects to receive for those goods or services.

Revenue is recognized upon the application of the following steps:

identification of the contract, or contracts, with a customer;

10 unchanged sentences

We allocate the transaction price for each contract to each performance obligation based on the relative standalone selling price (“ SSP ”) for each performance obligation within each contract.

AvePoint, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (continued)

We use judgment in determining the SSP for products and services.

4 unchanged sentences

Using a combination of the relative fair value method or the residual value method, the SSP of the performance obligations in an arrangement is allocated to each performance obligation within a sales arrangement.

AvePoint, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (continued)

We utilize indirect sales channels which leverage Channel Partners.

29 unchanged sentences

Long-term unbilled receivables are included in other assets on the consolidated balance sheets.

As of December 31, 2023 and 2022, the allowance for doubtful accounts was not material.

AvePoint, Inc.

6 unchanged sentences

Stock-based compensation represents the cost related to stock-based awards granted to employees.

To date, we have issued both stock options and restricted stock units (“ RSUs ”).

To date, we have issued both stock options and restricted stock units.

With respect to equity-classified awards, the Company measured stock-based compensation cost at the grant date based on the estimated fair value of the award and recognizes the cost as expense ratably over the requisite service period.

3 unchanged sentences

The Black-Scholes model requires highly subjective assumptions in order to derive the inputs necessary to calculate the fair value of stock options.

To estimate the expected term of stock options, the Company considered contractual terms of the options, including the vesting and expiration periods, as well as historical option exercise data and current market conditions to determine an estimated expected term.

The Company’s historical experience is too limited to be able to reasonably estimate expected term.

Expected volatility is based on historical volatility of a group of peer entities.

The Company calculates the expected term using the “simplified” method, which is the simple average of the vesting period and the contractual term.

The simplified method is applied as the Company does not have sufficient historical data to provide a reasonable basis for an estimate of the expected term.

Expected volatility is based on historical and implied volatility of a group of peer entities over a similar expected term.

Dividend yields are based upon historical dividend yields.

7 unchanged sentences

In determining the need for a valuation allowance, the historical and projected financial performance of the operation that is recording a net deferred tax asset is considered along with any other pertinent information.

The Financial Accounting Standards Board Staff Q&A, Topic 740 No.

5, Accounting for Global Intangible Low-Taxed Income (“ GILTI ”), states that an entity can make an accounting policy election to either recognize deferred taxes for temporary differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI in the year the tax is incurred.

We have elected to recognize the tax on GILTI as a period expense in the period the tax is incurred.

We recognized the tax expense related to Global Intangible Low-Taxed Income (“ GILTI ”) as a period expense in the period the tax is incurred.

Our valuation allowances are primarily the result of uncertainties regarding the future realization of tax attributes recorded in various jurisdictions.

9 unchanged sentences

Noncontrolling Interest

Noncontrolling Interest is recognized as equity in the Company's consolidated balance sheets, is reflected in net income attributable to noncontrolling interest in the consolidated statements of operations and comprehensive loss and is captured within the net income (loss) in the consolidated statements of mezzanine equity and stockholders’ equity.

Noncontrolling Interest is recognized as equity in the Company's consolidated balance sheets, is reflected in net income attributable to noncontrolling interest in the consolidated statements of operations and comprehensive loss and is captured within the net (loss) income in the consolidated statements of mezzanine equity and stockholders’ equity.

Noncontrolling interests represent ownership interests in the Company's subsidiaries held by third parties.

3 unchanged sentences

Upon expiration of the underlying put option, the redeemable noncontrolling interest is reclassified to equity on the consolidated balance sheets.

As of December 31, 2023 and 2022, the Company controlled and owned 73.82 % of MaivenPoint Pte.

(“ MaivenPoint ”).

(“ AEPL ”), an unaffiliated investor

As part of AEPL’s investment in MaivenPoint, the Company granted AEPL a put option which allows AEPL to cause the Company to repurchase AEPL’s shares in MaivenPoint at any time between December 24, 2022, and December 24, 2023, at a price equal to AEPL’s initial investment of approximately $ 8.3 million.

Consequently, the Company records redeemable noncontrolling interest as mezzanine equity in its consolidated balance sheets.

On December 24, 2023, the put option expired.

As of December 31, 2023 and 2022, AEPL owned 23.20 % of MaivenPoint.

I-Access Solutions Pte.

(“ I- A ccess ”)

On February 18, 2022, ( the “ I-Access Closing Date ”), MaivenPoint consummated its acquisition of all of the ordinary shares of I-Access, a Singapore limited company.

As a result, I-Access became a wholly owned subsidiary of MaivenPoint.

The acquisition was made pursuant to a share purchase agreement, dated as of January 31, 2022, ( the “ Share Purchase Agreemen t”), by and among MaivenPoint and the former I-Access shareholders.

As part of the transaction price, MaivenPoint granted I-Access a put option which allows I-Access to cause MaivenPoint to repurchase its shares on February 18, 2024, at a price equal to approximately $ 5.9 million.

Consequently, the Company records redeemable noncontrolling interest as mezzanine equity in its consolidated balance sheets.

As of December 31, 2023 and 2022, former I-Access shareholders owned 2.98 % of MaivenPoint and such shares were included in redeemable noncontrolling interest on the Company’s consolidated balance sheets.

Treasury Stock Retirement

5 unchanged sentences

Any further excess of the repurchase price is allocated to accumulated deficit.

AvePoint, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Recent Accounting Pronouncements

Recently issued accounting pronouncements not yet effective

In November 2023, the FASB issued ASU 2023 - 07, “Improvements to Reportable Segment Disclosures (Topic 280 )” (“ ASU 2023 - 07 ”).

ASU 2023 - 07 is intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

The amendment in this ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements.

Early adoption is also permitted.

We are currently evaluating the impact ASU 2023 - 08 will have on our consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU No.

2023 - 09, “Improvements to Income Tax Disclosures (Topic 740 )” (“ ASU 2023 - 09 ”).

2023 - 09, “Improvements to Income Tax Disclosures (ASC 740 )” (“ ASU 2023 - 09 ”).

ASU 2023 - 09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid.

2 unchanged sentences

We are currently evaluating the impact ASU 2023 - 09 will have on our consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU No.

2024 - 03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (ASC 220 - 40 ):

Disaggregation of Income Statement Expenses” (“ ASU 2024 - 03 ”), and in January 2025, the FASB issued ASU No.

2025 - 01, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (ASC 220 - 40 ):

Clarifying the Effective Date” (“ ASU 2025 - 01 ”).

ASU 2024 - 03 requires public entities to disclose additional information about specific expense categories in the notes to the financial statements.

ASU 2024 - 03, as clarified by ASU 2025 - 01, is effective in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.

The amendments in this ASU may be applied either prospectively or retrospectively.

Early adoption is also permitted.

We are currently evaluating the impact ASU 2024 - 03 will have on our consolidated financial statements and related disclosures.

AvePoint, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Business Combination

Apex Technology Acquisition Corporation

The Apex Business Combination was accounted for as a reverse recapitalization as Legacy AvePoint was determined to be the accounting acquirer under ASC 805, Business Combination .

The Apex Business Combination was accounted for as a reverse recapitalization as Legacy AvePoint was determined to be the accounting acquirer.

This determination was primarily based on Legacy AvePoint comprising the ongoing operations of the combined entity, Legacy AvePoint’s senior management comprising the majority of the senior management of the combined company and the prior stockholders of Legacy AvePoint having a majority of the voting power of the combined entity.

In connection with the Apex Business Combination, the outstanding shares of Legacy AvePoint’s preferred stock were redeemed for cash and shares of AvePoint’s common stock and the outstanding shares of Legacy AvePoint’s common stock were converted into AvePoint’s common stock, representing a recapitalization, and the net assets of the Company were acquired at historical cost, with no goodwill or intangible assets recorded.

Operations and assets and liabilities of the Company prior to the Apex Business Combination in these financial statements are those of Legacy AvePoint.

1 unchanged sentence

The accumulated deficit of Legacy AvePoint has been carried forward after the Apex Business Combination.

AvePoint, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (continued)

The following transactions occurred in connection with the Apex Business Combination which impacted our mezzanine equity and permanent equity accounts:

Shares of Legacy AvePoint common stock were cancelled and converted into 103,831,523 shares of our common stock, par value $ 0.0001 per share.

$ 106.2 million was paid to holders of Legacy AvePoint common stock in exchange for 10,602,105 shares of common stock (as converted).

Shares of Apex Class A common stock were cancelled and converted into 34,982,628 shares of our common stock.

Shares of Apex Class B common stock were cancelled and converted into 9,560,000 shares of our common stock.

Apex entered into subscription agreements with certain investors, whereby 14,000,000 shares of our common stock were sold at $ 10.00 per share for an aggregate purchase price of $ 140.0 million.

A portion of Legacy AvePoint preferred stock was cancelled and converted into 28,500,592 shares of our common stock.

The remaining preferred stock was redeemed for $ 130.9 million.

Options to purchase Legacy AvePoint common stock (other than certain options held by certain executives and options issued to certain international employees) were cancelled and converted into an option to purchase our common stock with the same terms and conditions (including vesting and exercisability terms) applicable to the corresponding former Legacy AvePoint options.

Options to purchase Legacy AvePoint common stock issued to certain international employees were cancelled and converted into an option to purchase our common stock with the same terms and conditions with the exception of fully vested options which incurred an additional month of vesting following the Apex Business Combination to comply with local regulations.

The following transactions occurred in connection with the Apex Business Combination which impacted our mezzanine equity and permanent equity accounts for the years ended December 31, 2024, 2023 and 2022:

Legacy AvePoint Officer Awards, as defined in “ Note 16 — Stock-Based Compensation ,” were cancelled.

Refer to “ Note 16 — Stock-Based Compensation ” for more information.

Put options on Legacy AvePoint Modified Options and Modified Common Stock, as defined in “Note 15 — Stock-Based Compensation”, were cancelled.

Refer to “Note 15 — Stock-Based Compensation” for more information.

We entered into earn-out agreements to issue additional shares if certain share price milestones are achieved.

2 unchanged sentences

Refer to “ Note 13 — Company Earn-Out and Warrant Liabilities ” for more information.

As a result of the Apex Business Combination, we received net cash consideration of $ 204.5 million.

Legacy AvePoint and Apex incurred costs that are considered direct and incremental costs associated with the transaction.

These costs amounted to $ 56.2 million and were treated as a reduction of additional paid-in capital.

Cash flows provided to or paid by Legacy AvePoint or Apex in connection with the Apex Business Combination are included in our consolidated statements of cash flows as financing activities.

Our purchase of shares of Apex common stock prior to the Apex Business Combination is included in our consolidated statements of cash flows as a financing cash outflow.

The shares purchased are recorded as treasury stock.

AvePoint, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (continued)

I-Access Acquisition

On the I-Access Closing Date, MaivenPoint consummated its acquisition of all of the ordinary shares of I-Access.

As a result, I-Access became a wholly-owned subsidiary of MaivenPoint.

The acquisition was made pursuant to the Share Purchase Agreement, by and among MaivenPoint and the former I-Access shareholders.

The Company, through its subsidiary MaivenPoint, completed the acquisition of I-Access to further expand its SaaS solutions for corporate learning and development.

The fair value of the transaction consideration totaled approximately $ 7.1 million, consisting of:

$ 1.5 million in cash, and contingent consideration measured at a fair value of $ 5.6 million on the I-Access Closing date.

The above-mentioned contingent consideration consists of:

(i) 2.98 % of MaivenPoint common shares (of those, 292,440 shares were issued on the I-Access Closing Date and 30,252 shares were held in escrow pending distribution pursuant to the Adjustment for Guaranteed Minimum Revenue (as defined below));

(ii) a put option which allows sellers to cause MaivenPoint to repurchase the shares of MaivenPoint for approximately $ 5.9 million, upon 24 months from Acquisition Close Date or the occurrence of certain triggering events which are in the control of the Company;

(iii) earnout in MaivenPoint shares held in escrow at a fair value equal to revenue surplus above the agreed guaranteed minimum revenue amount, of up to approximately $ 0.7 million, or the return of MaivenPoint shares at a fair value equal to the revenue shortfall below the agreed guaranteed minimum revenue amount, of up to approximately $ 0.7 million (together, the “ Adjustment for Guaranteed Minimum Revenue ”).

In the event of a revenue shortfall, all shares held in escrow would have been returned to MaivenPoint.

On April 15, 2022 , the Company implemented a management changeover.

As a result, pursuant to the terms of the Share Purchase Agreement, the Adjustment for Guaranteed Minimum Revenue was cancelled and the 292,440 MaivenPoint shares issued as consideration on the I-Access Closing Date, the 30,252 MaivenPoint shares held in escrow, the put option on MaivenPoint shares and the earnout in MaivenPoint shares were no longer contingent and were reclassified to mezzanine equity and included in redeemable noncontrolling interest.

The acquisition-related costs totaled $ 0.3 million and are recognized as an expense within general and administrative in the consolidated statements of operations.

Prior to being reclassified to mezzanine equity, the contingent consideration was liability classified and was measured at fair value on the I-Access Closing Date and remeasured on the date the Adjustment for Guaranteed Minimum Revenue was cancelled.

The fair value of the contingent consideration was estimated using a combination of multiple valuation methods, including discounted cash flows method, guideline public company method, and the Black-Scholes option-pricing model with the following weighted-average assumptions as of February 18, 2022, and April 15, 2022:

February 18, 2022

April 15, 2022

Expected life (in years)

Expected volatility

Risk-free rate

1.23 % 1.83 %

The contingent consideration fair value estimated on the I-Access Closing Date and the date the Adjustment for Guaranteed Minimum Revenue was cancelled was $ 5.6 million and $ 5.8 million, respectively.

During the year ended December 31, 2022, the change in the fair value of $ 0.2 million is included within general and administrative on the consolidated statements of operations.

The financial results of I-Access have been included in our consolidated financial statements since the date of the acquisition.

The I-Access business is reported within our reportable segment.

In accordance with ASC 805 - 740, the Company established a deferred tax liability with an offset to goodwill in connection with the accounting for the opening balance sheet of the I-Access acquisition as a result of book-to-tax differences primarily related to the technology and software intangibles and customer related assets.

AvePoint, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (continued)

The following table summarizes the final fair value of assets acquired and liabilities assumed as of the acquisition date:

Purchase Consideration Allocation

(in thousands)

Accounts receivable, net

Prepaid expenses and other current assets

Property and equipment

Technology and software

Customer related assets

Accrued expenses and other liabilities

Current portion of deferred revenue

Other non-current liabilities

Total purchase consideration

The goodwill, which is generally not tax-deductible, is attributed to intangible assets that do not qualify for separate recognition, including the assembled workforce of the acquired business and the synergies expected to arise as a result of the acquisitions.

Intangible assets primarily relate to acquired technology and software and customer related assets.

The acquired definite-lived intangible assets are being amortized over an estimated useful life of:

(i) 10 years for technology and software on a straight-line basis;

and (ii) 1 to 10 years for customer related assets on a straight-line basis.

The estimated fair values of identifiable intangible assets were determined using the relief from royalty method which is based on the premise that the only value that a purchaser of the assets receives is the exemption from paying a royalty for its use over its remaining useful life.

Some of the significant assumptions inherent in the development of such asset valuations include revenues, royalty rate, contributory asset charges, discount rate, useful life, as well as other factors.

Essential Acquisition

On August 25, 2022 , the Company acquired all of the issued and outstanding equity interest in Essential Co.

Ltd., a South Korea-based software solutions provider that will advance the Company’s ability to enable organizations to accelerate data-driven digital transformation, for a total valuation of $ 3.0 million with most of the value allocated to goodwill.

The resulting goodwill is not deductible for income tax purposes.

tyGraph Companies Acquisition

On September 12, 2022 , the Company consummated its acquisition of all of the outstanding shares of tyGraph Incorporated (“ tyGraph US ”), and AvePoint Ontario Ltd.

(“ AvePoint Ontario ”, a wholly-owned subsidiary of AvePoint) consummated its acquisition of all of the outstanding shares of tyGraph Ltd.

(“ tyGraph Canada ” and, collectively with tyGraph US, the “ tyGraph Companies ”).

On September 12, 2022 , tyGraph Canada was merged with and into AvePoint Ontario, with AvePoint Ontario surviving.

As a result, the tyGraph Companies became wholly-owned subsidiaries of AvePoint.

The acquisition was made pursuant to a share purchase agreement, by and among AvePoint, AvePoint Ontario and the former tyGraph Companies shareholders.

The Company completed the acquisition of the tyGraph Companies to further expand its SaaS solutions for providing robust analytics capabilities that enable organizations to uncover workplace engagement.

The fair value of the transaction consideration totaled approximately $ 15.3 million, consisting of:

$ 13.8 million in cash, and 324,845 of shares in the Company measured at a fair value of $ 1.5 million on the closing date.

The above-mentioned cash consideration consisted of:

(i) the cash purchase price of $ 13.5 million;

(ii) the entire outstanding principal and interest of the loans made to certain tyGraph Companies shareholders which was approximately $ 0.2 million;

(iii) unpaid transaction costs incurred by the tyGraph Companies as of the open of business on the closing date which was approximately $ 0.1 million.

AvePoint, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (continued)

The acquisition-related costs incurred by the Company totaled $ 0.4 million and are recognized as an expense within general and administrative in the consolidated statements of operations.

The financial results of the tyGraph Companies have been included in our consolidated financial statements since the date of the acquisition.

The tyGraph Companies businesses are reported within our reportable segment.

In accordance with ASC 805 - 740 , the Company established a deferred tax liability with an offset to goodwill in connection with the accounting for the opening balance sheet of the tyGraph Companies acquisition as a result of book-to-tax differences primarily related to the technology and software intangibles and customer related assets.

The following table summarizes the final fair value of assets acquired and liabilities assumed as of the acquisition date:

Purchase Consideration Allocation

(in thousands)

Accounts receivable, net

Prepaid expenses and other current assets

Property and equipment

Customer related assets

Technology and software

Accounts payable

Accrued expenses and other liabilities

Current portion of deferred revenue

Other non-current liabilities

Total purchase consideration

Intangible assets primarily relate to acquired technology and software and customer related assets.

The acquired definite-lived intangible assets are being amortized over an estimated useful life of:

(i) 6 years for technology and software on a straight-line basis;

and (ii) 10 years for customer related assets on a straight-line basis.

AvePoint, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (continued)

The changes in the carrying amounts of goodwill were as follows:

(in thousands)

Balance as of December 31, 2022

Beginning balance

$ 19,156 $ 18,904

Effect of foreign currency translation

Balance as of December 31, 2023

( 1,441 ) 252

Ending balance

$ 17,715 $ 19,156

During the years ended December 31, 2024, 2023 and 2022, goodwill was not impaired.

AvePoint, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Intangible Assets, net

Intangible assets consist of acquired intangible assets and internally-developed software.

Amortization expense for intangible assets was $ 2.1 million and $ 1.4 million for the years ended December 31, 2023 and 2022 , respectively.

There was no amortization expense for intangible assets for the year ended December 31, 2021.

Amortization expense for intangible assets was $ 2.5 million, $ 2.1 million, and $ 1.4 million for the years ended December 31, 2024 , 2023 , and 2022, respectively.

A summary of the balances of the Company’s intangible assets as of December 31, 2024 and 2023 is presented below:

5 unchanged sentences

Net Carrying Amount

December 31, 2024 December 31, 2023

(in thousands)

5 unchanged sentences

$ 14,053 $ ( 5,164 ) $ 8,889 $ 13,365 $ ( 2,819 ) $ 10,546

AvePoint, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (continued)

As of December 31, 2024 , estimated future amortization expense for the intangible assets reflected above was as follows:

9 unchanged sentences

20,205 26,295

Allowance for doubtful accounts

Allowance for credit losses

( 847 ) ( 926 )

$ 87,365 $ 85,877

Long-term unbilled receivables were $ 8.2 million and $ 6.9 million as of December 31, 2023 and 2022 , respectively, and were included in other assets on the consolidated balance sheets.

Long-term unbilled receivables were $ 8.3 million and $ 8.2 million as of December 31, 2024 and 2023 , respectively, and were included in other assets within the consolidated balance sheets.

AvePoint, Inc.

14 unchanged sentences

Depreciation and amortization expense was $ 2.9 million, $ 2.6 million and $ 2.1 million for the years ended December 31, 2024 , 2023 and 2022, respectively.

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consists of the following components:

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consists of the following components:

(in thousands)

1 unchanged sentence

$ 39,532 $ 27,820

Current operating lease liabilities

Indirect taxes

Current operating lease liabilities

Income taxes payable

Cloud service fees

1 unchanged sentence

Accrued partner expenses

Income taxes payable

$ 76,135 $ 53,766

AvePoint, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Line of Credit

1 unchanged sentence

The line bears interest at a rate equal to term SOFR plus 3.0 % to 3.3 % depending on the Consolidated Total Leverage Ratio (as defined in the Loan Agreement).

The line carries an unused fee ranging from 0.50 % to 0.55 % depending on the Consolidated Total Leverage Ratio.

The line carries an unused fee at a rate equal to 0.5 %.

The line will mature on November 3, 2026.

We are required to maintain a minimum Consolidated Fixed Charge Coverage Ratio (as defined in the Loan Agreement) as well as a maximum Consolidated Total Leverage Ratio, tested by the bank each quarter.

The Company is required to maintain a minimum Consolidated Fixed Charge Coverage Ratio (as defined in the Loan Agreement) as well as a maximum Consolidated Total Leverage Ratio, tested by HSBC each quarter.

The Company pledged, assigned and granted the bank a security interest in all shares of its subsidiaries, future proceeds and assets (except for excluded assets, including material intellectual property) as security for the performance of the loan and security agreement obligations.

1 unchanged sentence

The Company has not at any time, including as of December 31, 2024 , and for the fiscal year ended December 31, 2024 , borrowed under the Loan Agreement.

AvePoint, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Pretax loss resulting from domestic and foreign operations is as follows:

18 unchanged sentences

397 ( 871 ) 2,361

( 871 ) 2,361 ( 323 )

Total deferred income tax expense (benefit)

2 unchanged sentences

$ 4,743 $ 2,887 $ 5,038

AvePoint, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (continued)

The reconciliation of the amounts at the U.S.

9 unchanged sentences

Executive compensation limitation

Fair value of earnout liability

1,812 449 3,566

Fair value of earn-out liability

7,828 2,165 ( 828 )

GILTI inclusion, net

3,903 1,940 —

Foreign-derived intangible income deduction

1 unchanged sentence

Transaction costs

— 125 ( 2,209 )

Change in valuation allowance

1 unchanged sentence

Deferred rate change

( 119 ) 2,076 —

Foreign rate differential

6 unchanged sentences

$ 4,743 $ 2,887 $ 5,038

AvePoint, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (continued)

The Company’s effective tax rate differed from the U.S.

9 unchanged sentences

Research and development expenses

18,010 11,086

Lease liability

Foreign tax credits

Fair value of earnout liability

Fair value of earn-out liability

Total Deferred Tax Assets

8 unchanged sentences

( 11,833 ) ( 11,543 )

( 11,543 ) ( 8,384 )

Prepaid subscription

( 1,569 ) ( 836 )

Unbilled receivable

2 unchanged sentences

( 1,925 ) ( 2,290 )

Total Deferred Tax Liability

Total Deferred Tax Liabilities

( 15,974 ) ( 18,410 )

1 unchanged sentence

$ ( 2,020 ) $ ( 1,661 )

As of December 31, 2024 , the Company had net operating loss (“ NOL ”) carryforwards for state and local income tax of $ 31.3 million, which may offset future taxable income.

The state NOL carryforwards begin to expire in 2026 .

The Company also has foreign NOL carryforwards of approximately $ 25.8 million, which will expire beginning 2029 and NOL carryforward periods vary from 5 years to indefinite.

AvePoint, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements (continued)

Deferred tax assets are included within the consolidated balance sheets as follows:

(in thousands)

Deferred Tax Assets, net

$ 1,738 $ 488

Deferred Tax Liabilities

( 3,399 ) ( 2,945 )

Net Deferred Tax Liabilities

$ ( 1,661 ) $ ( 2,457 )

As of December 31, 2023 , the Company had net operating loss (“ NOL ”) carryforwards for state and local income tax of $ 14.5 million, which may offset future taxable income.

The state NOL carryforwards begin to expire in 2026 .

The Company also has foreign NOL carryforwards of approximately $ 41.2 million, which will expire beginning 2024 and NOL carryforward periods vary from 6 years to indefinite period.

Under the provisions of the Internal Revenue Code, the U.S.

5 unchanged sentences

The Company could experience an ownership change in the future which could limit the utilization of certain NOL carryforwards.

ASC 740 - 10 - 30 - 5 requires that a valuation allowance be established when it is more likely than not that all or a portion of a deferred tax asset will not be realized.

A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will not be realized.

In making this assessment, management considered all available positive and negative evidence, including the level of historical taxable income, future reversals of existing temporary differences, tax planning strategies, and projected future taxable income.

2 unchanged sentences

It is not practicable to estimate the amount of taxes that would be payable upon remittance of these earnings, because such tax, if any, is dependent upon circumstances existing if and when remittance occurs.

AvePoint, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (continued)

A reconciliation of the beginning and ending amounts of unrecognized tax benefits, excluding interest and penalties is as follows:

4 unchanged sentences

Reduction for tax positions of prior years

— ( 12 ) ( 4,281 )

Reduction for settlements

Expiration of applicable statute of limitations

( 14 ) ( 7 ) —

Ending balance

2 unchanged sentences

As of December 31, 2024 and 2023 , the Company had $ 0.2 million and $ 0.2 million, respectively, of accrued interest and penalties associated with unrecognized tax benefits.

These amounts were included in other non-current liabilities in their respective years.

As of December 31, 2023, and December 31, 2022, the total amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate was not material.

These amounts were included in other liabilities in their respective years.

As of December 31, 2024 and 2023 , the total amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate was not material.

The Company files income tax returns in the U.S.

2 unchanged sentences

The tax years 2014 through 2023 are open and subject to audit by foreign jurisdictions.

AvePoint, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (continued)

The Company is obligated under various non-cancelable operating leases primarily for office space.

1 unchanged sentence

We determine if an arrangement is a lease at inception.

The components of the Company’s operating lease expense are reflected in the consolidated statements of operations as follows:

The components of the Company’s operating lease expenses are reflected in the consolidated statements of operations as follows:

Year Ended December 31,

3 unchanged sentences

Short-term lease expenses (1)

1,271 777 1,760

Variable lease cost not included in the lease liability (2)

3 unchanged sentences

( 2 ) Variable lease cost includes common area maintenance, property taxes, and fluctuations in rent due to a change in an index or rate.

Our lease agreements generally contain lease and non-lease components.

Non-lease components primarily include payments for maintenance and utilities.

During the year ended December 31, 2023 , ROU assets obtained in exchange for new operating lease liabilities amounted to $ 4.3 million.

AvePoint, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (continued)

During the year ended December 31, 2024 and 2023, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $ 8.7 million and $ 4.3 million, respectively.

Other information related to operating leases is as follows:

5 unchanged sentences

As of December 31, 2024 and 2023, our operating leases had weighted average remaining lease terms of 3.3 years and 3.8 years, respectively, and weighted average discount rates of 5.2 % and 5.6 %, respectively.

AvePoint, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (continued)

The maturity schedule of the operating lease liabilities as of December 31, 2024 , is as follows:

4 unchanged sentences

Present value of future lease payments (1)

( 1 ) Includes the current portion of operating lease liabilities of $ 5.3 million, which is reflected in accrued expenses and other liabilities in the consolidated balance sheets.

( 1 ) Includes the current portion of operating lease liabilities of $ 6.6 million, which is reflected in accrued expenses and other current liabilities in the consolidated balance sheets.

As of December 31, 2024, letters of credit have been issued in the amount of $ 1.0 million as security for operating leases.

The letters of credit are secured by certificates of deposit.

During the year ended December 31, 2021, total rent expenses amounted to $ 6.4 million.

The future minimum rental payments under ASC 840 for all long-term non-cancelable property leases as of December 31, 2021, were as follows:

Year Ending December 31:

(in thousands)

AvePoint, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (continued)

The letters of credit are secured by certificates of deposit and a line of credit.

The certificates of deposit are included in cash and cash equivalents and short-term investments within the consolidated balance sheets.

Commitments and Contingencies

Purchase Commitments

The Company has outstanding unconditional purchase commitments to procure licenses to use IT software from suppliers.

These agreements are negotiated in consideration of the volume of transactions with select suppliers and the associated required transaction volumes are expected to be met through the normal course of business.

In July 2022, the Company signed an unconditional purchase commitment related to the use of Microsoft Office 365 in the amount of $ 6.1 million payable in three installments during 2022, 2023, and 2024.

During the year ended December 31, 2022, the Company paid $ 1.9 million related to the July 2022 agreement.

During the year ended December 31, 2023 , the Company paid $ 2.0 million related to the July 2022 agreement.

In December 2022, the Company signed an unconditional purchase commitment in the amount of $ 96.0 million to purchase IT solutions over a three -year term.

Under this agreement, payments are made upon access to the service and any remaining obligations due at the end of the three -year term in December 2025.

Under this agreement, payments are made upon access to the service.

Any remaining obligations are due at the end of the three -year term in December 2025 as specified in the agreement.

Given the Company’s history of procuring similar products, it is expected that cash payments to the supplier will occur in 2023 through 2025 with any remaining amounts coming due in 2025.

During the year ended December 31, 2023 , the Company paid $ 21.7 million related to the December 2022 agreement.

During the years ended December 31, 2024 and 2023, the Company paid $ 28.3 million and $ 21.7 million, respectively, related to the December 2022 agreement.

In December 2024, the Company signed an unconditional purchase commitment in the amount of $ 15.0 million to purchase additional IT solutions over a five -year term.

Under this agreement, payments are made upon access to the service.

The agreement specified four minimum commitment periods.

The minimum commitment payments are due at the end of each minimum commitment period.

In February 2024, the Company has an outstanding commitment to contribute $ 50.0 million to the growth equity fund.

Refer to “ Note 15 - Growth Equity Fund ” for more information.

AvePoint, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (continued)

The Company is obligated to make the following future minimum payments under the non-cancelable terms of these contracts as of

5 unchanged sentences

Except for such claims that arise in the normal course of business, as of December 31, 2024 , the Company was not a party to any other litigation for which a material claim is reasonably possible, probable or estimable.

Indemnification

The Company has entered into indemnification agreements with its executive officers and directors.

These agreements, among other things, require AvePoint to indemnify its directors and executive officers to the fullest extent permitted by Delaware law, specifically the Delaware General Corporation Law (as the same exists or may hereafter be amended) for certain expenses, including attorneys’ fees, judgments, fines, and settlement amounts incurred by a director or officer in any action or proceeding arising out of their services as one of the Company’s directors or officers or any other company or enterprise to which the person provides services at the Company’s request.

As part of the business combination with Apex, we assumed certain indemnification obligations for Apex Technology Sponsor LLC and Jeff Epstein, Brad Koenig, David Chao, Peter Bell, Donna Wells, and Alex Vieux (the “ Indemnitees ” or “ Defendants ”).

On February 2, 2024, Drulias and Farzad (as purported Apex stockholders, the “ Plaintiffs ”) filed a class action complaint against the Indemnities in Delaware Court of Chancery, captioned Dean William Drulias, et.al.

Apex Technology Sponsor LLC, et.al., C.A.

2024 - 0094 -LWW.

Plaintiffs asserted breach of fiduciary duty and unjust enrichment claims against the Defendants.

The complaint alleged that Defendants made false and misleading disclosures in the June 2, 2021 proxy statement of Apex impacting its stockholders’ vote to approve a merger between Apex and us and also affecting stockholders’ redemption rights prior to the merger.

Plaintiffs sought unspecified damages, rescission or rescissory damages, and disgorgement of unjust enrichment.

We were not a named defendant in the complaint but had indemnification obligations to the Defendants under indemnification agreements executed during the merger.

Also, in accordance with the business combination agreement, the Defendants obtained insurance policies to cover post-closing liability, with Apex securing a policy with a limit of $ 10 million and the sponsors obtaining a policy with a $ 3 million limit.

The parties participated in a mediation in October 2024 and agreed to settlement terms.

Pursuant to a signed letter of intent and a forthcoming settlement agreement, releasing us and the Defendants and settling the class action, we will contribute $ 1.4 million toward the full settlement amount of $ 14.4 million.

The remaining $ 13 million will be paid pursuant to the two aforementioned insurance policies covering the Defendants and sponsor.

As of December 31, 2024, an estimated accrual of $ 1.4 million was included in the accrued expenses and other current liabilities within the consolidated balance sheets.

AvePoint, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements (continued)

In the normal course of business, customers in certain geographies or in highly regulated sectors occasionally require contingency agreements, which are secured by certificates of deposit.

In the normal course of business, customers in certain geographies or in highly regulated sectors occasionally require contingency agreements, which are secured by certificates of deposit and a line of credit.

The certificates of deposit are included in other assets within the consolidated balance sheets.

As of December 31, 2024 , letters of credit have been issued in the amount of $ 4.4 million, as security for the agreements.

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Certain holders of common stock and certain holders of options shall be issued additional shares of AvePoint’s common stock, as follows:

■ 1,000,000 shares of AvePoint’s common stock, in the aggregate, if at any time from July 1, 2021 through July 1, 2028 ( a) AvePoint’s stock price is greater than or equal to $12.50 over any 20 Trading Days within any 30 -day trading period or (b) the Company consummates a subsequent transaction, which results in the stockholders of the Company having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $12.50 per share;

■ 1,000,000 shares of AvePoint’s common stock, in the aggregate, if at any time from July 1, 2021 through July 1, 2028 ( a) AvePoint’s stock price is greater than or equal to $15.00 over any 20 Trading Days within any 30 -day trading period or (b) the Company consummates a subsequent transaction, which results in the stockholders of the Company having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $15.00 per share;

■ 1,000,000 shares of AvePoint’s common stock, in the aggregate, if at any time from July 1, 2021 through July 1, 2028 ( a) AvePoint’s stock price is greater than or equal to $17.50 over any 20 Trading Days within any 30 -day trading period or (b) the Company consummates a subsequent transaction, which results in the stockholders of the Company having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $17.50 per share.

■ 1,000,000 shares of AvePoint’s common stock, in the aggregate, if at any time from July 1, 2021 through July 1, 2028 ( a) AvePoint’s stock price is greater than or equal to $12.50 over any 20 Trading Days within any 30 trading day period or (b) the Company consummates a subsequent transaction, which results in the stockholders of the Company having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $12.50 per share;

■ 1,000,000 shares of AvePoint’s common stock, in the aggregate, if at any time from July 1, 2021 through July 1, 2028 ( a) AvePoint’s stock price is greater than or equal to $15.00 over any 20 Trading Days within any 30 trading day period or (b) the Company consummates a subsequent transaction, which results in the stockholders of the Company having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $15.00 per share;

■ 1,000,000 shares of AvePoint’s common stock, in the aggregate, if at any time from July 1, 2021 through July 1, 2028 ( a) AvePoint’s stock price is greater than or equal to $17.50 over any 20 Trading Days within any 30 trading day period or (b) the Company consummates a subsequent transaction, which results in the stockholders of the Company having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $17.50 per share.

The rights described above are hereafter referred to as the “ Company Earn-Out Shares ”.

To the extent that any portion of the Company Earn-Out Shares that would otherwise be issued to a holder of options that remain unvested at the date of the milestones described above, then in lieu of issuing the applicable Company Earn-Out Shares, the Company shall instead issue an award of RSUs of the Company for a number of shares of AvePoint’s common stock equal to such portion of the Company Earn-Out Shares issuable with respect to the unvested options (the “ Company Earn-Out RSUs ”).

In evaluation of the Company Earn-Out Shares and Company Earn-Out RSUs, management determined that the Company Earn-Out Shares represent derivatives to be marked to market at each reporting period, while the Company Earn-Out RSUs represent equity under ASC 718.

To the extent that any portion of the Company Earn-Out Shares that would otherwise be issued to a holder of options that remain unvested at the date of the milestones described above, then in lieu of issuing the applicable Company Earn-Out Shares, the Company shall instead issue an award of restricted stock units of the Company for a number of shares of AvePoint’s common stock equal to such portion of the Company Earn-Out Shares issuable with respect to the unvested options (the “ Company Earn-Out RSUs ”).

Refer to “ Note 16 — Stock-Based Compensation ” for more information regarding the Company Earn-Out RSUs.

AvePoint, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (continued)

In order to capture the market conditions associated with the Company Earn-Out Shares, the Company applied an approach that incorporated a Monte Carlo simulation, which involved random iterations that took different future price paths over the Sponsor Earn-Out Shares’ contractual life based on the appropriate probability distributions.

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Under this approach, the fair value of the Company Earn-Out Shares on July 1, 2021, was determined to be $ 29.6 million.

The fair value was remeasured as of December 31, 2023 and 2022 , and was determined to be $ 18.3 million and $ 6.6 million, respectively, and included in the earn-out shares’ liabilities in the consolidated balance sheets.

As a result, $ 11.1 million loss, $ 4.3 million gain and $ 20.3 million gain was recognized during the years ended December 31, 2023 , 2022 and 2021, respectively, and included as other (expense) income, net in the consolidated statements of operations.

The fair value was remeasured as of December 31, 2023 , and was determined to be $ 18.3 million, and included in the earn-out shares’ liabilities in the consolidated balance sheets.

As a result, an $ 11.1 million increase and a $ 4.3 million decrease in liability were recognized during the years ended December 31, 2023 and 2022, respectively, and included as other (expense) income, net in the consolidated statements of operations.

AvePoint, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (continued)

In December 2024, the required provisions were met, leading to the issuance of 2,964,658 Company Earn-Out Shares and a payment of $ 0.6 million to certain holders of common stock and options.

The Company Earn-Out Shares liability was measured at fair value using the Company’s stock quoted price on the date each milestone was achieved.

The cumulative fair value of the shares issued and cash used for settlement amounted to $ 54.5 million, which was included in the earn-out shares’ liabilities in the consolidated balance sheets.

This resulted in a $ 35.8 million increase in liability recognized during the year ended December 31, 2024, recorded as other (expense) income, net in the consolidated statements of operations.

Upon settlement, the Company Earn-out Shares settled in shares was reclassified from earn-out shares liabilities to equity, increasing the common stock amount and additional paid-in capital in the consolidated balance sheets by $ 0.0 million and $ 53.9 million, respectively.

As of December 31, 2024, there were no remaining earn-out shares liabilities.

We estimated the earn-out shares fair value using a Monte Carlo model with the following significant unobservable assumptions:

December 3 1, December 31, July 1,

2023 2022 2021

December 3 1, December 31,

Term (in years) 4.50 5.50

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Private Warrants to Acquire Common Stock

On July 1, 2021, the Company granted 405,000 private placement warrants with a 5 -year term and strike price of $ 11.50 per share.

On July 1, 2021, the Company granted 405,000 private placement warrants with a 5 -year term and exercise price of $ 11.50 .

Management has determined that the private placements warrants are to be classified as liabilities to be marked to market at each reporting period.

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Under this approach, the fair value of the private placement warrants on July 1, 2021, was determined to be $ 1.4 million.

The fair value was remeasured as of December 31, 2023 and 2022 , and was determined to be $ 0.5 million and $ 0.2 million, respectively, and included in the other non-current liabilities in the consolidated balance sheets.

As a result, $ 0.3 million loss, $ 0.2 million gain, and $ 0.9 million gain was recognized during the years ended December 31, 2023 , 2022 and 2021, respectively, and included as other (expense) income, net in the consolidated statements of operations.

The fair value was remeasured as of December 31, 2024 and 2023 , and was determined to be $ 1.9 million and $ 0.5 million, respectively, and included in the other liabilities in the consolidated balance sheets.

As a result, $ 1.5 million loss, $ 0.3 million loss, and $ 0.2 million gain was recognized during the years ended December 31, 2024 , 2023 and 2022, respectively, and included as other (expense) income, net in the consolidated statements of operations.

As of December 31, 2024, 328,750 private placement warrants remained outstanding.

Mezzanine Equity and Stockholders ’ Equity

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Pursuant to the Company’s restated Articles of Incorporation, the Company is authorized to issue up to 1,000,000,000 shares of common stock at $ 0.0001 par value.

There were 184,652,402 and 185,277,588 shares issued and outstanding, including treasury shares, if any, as of December 31, 2023 and 2022 , respectively.

There were 194,070,512 and 184,652,402 shares issued and outstanding as of December 31, 2024 and 2023 , respectively.

Each share of common stock is entitled to one vote.

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The Company’s Board of Directors has not declared common stock dividends since inception.

During the year ended December 31, 2024, the Company repurchased and retired 3,262,065 shares.

The shares were returned to the status of authorized but unissued shares.

As a result, common stock amount, additional paid-in capital, and accumulated deficit in the consolidated balance sheet were reduced by $ 0.0 million, $ 12.2 million, and $ 20.9 million, respectively.

During the year ended December 31, 2023, the Company repurchased 6,719,032 shares and retired 10,908,782 shares.

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■ 100% of the remaining Sponsor Earn-Out Shares that have not previously vested shall vest and be released if at any time through July 1, 2028, the Company consummates a subsequent transaction.

The Sponsor Earn-Out Shares are currently outstanding and receive all benefits of regular shares with the exception of the fact that the shares are held in escrow and restricted from transfer until the vesting conditions described above are met.

The Sponsor Earn-Out Shares are currently outstanding and receive treatment as outstanding common shares except that they were held in escrow and restricted from transfer until the vesting conditions described above were met.

Consequently, the shares are classified as equity.

No Sponsor Earn-Out Shares have vested as of December 31, 2023 .

In December 2024, the vesting conditions were satisfied and the shares were released from escrow.

Public Warrants to Acquire Common Stock

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Each warrant entitles the registered holder to purchase one share of AvePoint’s common stock and the warrants are exercisable from the date of issuance through July 1, 2026.

The public warrants are equity classified and its fair value, based on the publicly traded warrants, was $ 59.3 million on July 1, 2021, and included in the additional paid-in capital on the consolidated balance sheets.

As of December 31, 2023 and 2022, all 17,500,000 warrants remain outstanding.

The public warrants are equity classified and their fair value, based on the publicly traded warrants, was $ 59.3 million on July 1, 2021, and included in the additional paid-in capital on the consolidated balance sheets.

On August 27, 2024, the Company announced the commencement of an offer to purchase all of its outstanding public warrants at a price of $ 2.50 per warrant in cash, with an expiration date of September 26, 2024 ( the “ Offer ”).

On September 26, 2024, the Company announced that 1,596,314 warrants had been validly tendered and purchased, representing approximately 9.1 % of the outstanding warrants, for a total amount of $ 4.0 million.

During the year ended December 31, 2024, 1,494,127 warrants were exercised, with a total cash received of $ 17.2 million.

As of December 31, 2024, 14,485,809 warrants remained outstanding.

Subsequent to December 31, 2024, and through February 21, 2025, holders of the Company’s outstanding warrants exercised a total of 7,595,099 warrants, resulting in the issuance of 7,595,099 shares of common stock.

The Company received aggregate cash proceeds of approximately $ 87.3 million from these exercises.

Redeemable Noncontrolling Interest

(“ AEPL ”), an unaffiliated investor

As part of AEPL’s investment in MaivenPoint Pte.

(“ MaivenPoint ”), the Company granted AEPL a put option which grants AEPL the right to require the Company to repurchase AEPL’s investment in MaivenPoint at any time between December 24, 2022, and December 24, 2023, at a price equal to AEPL’s initial investment of approximately $ 8.3 million.

The Company recorded AEPL’s investment in MaivenPoint as redeemable noncontrolling interest as mezzanine equity in its consolidated balance sheets.

On December 24, 2023, the put option expired.

The redeemable noncontrolling interest owned by AEPL was reclassified to permanent equity and is presented in the stockholders’ equity section of the consolidated balance sheets for the year ended December 31, 2023.

AvePoint, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements (continued)

Redeemable Noncontrolling Interest

On December 24, 2020, AEPL, an unaffiliated entity, acquired a redeemable noncontrolling interest in MaivenPoint through the contribution of $ 7.5 million.

As of December 31, 2020, AvePoint owned a 77.78 % interest in MaivenPoint and AEPL owned a 22.22 % interest in MaivenPoint.

On February 11, 2021, AEPL acquired additional redeemable noncontrolling interest in MaivenPoint through the contribution of $ 0.8 million.

At the transaction closing date, AvePoint owned a 76.09 % interest in MaivenPoint and AEPL owned a 23.91 % interest in MaivenPoint.

As part of AEPL’s initial and subsequent investment in MaivenPoint, the Company granted AEPL a put option which allows AEPL to cause the Company to repurchase AEPL’s shares in MaivenPoint at any time between December 24, 2022, and December 24, 2023, at a price equal to AEPL’s initial and subsequent investment amounts.

On February 18, 2022, MaivenPoint consummated the acquisition of 100 % of the equity in I-Access for an aggregate purchase price of approximately $ 7.1 million.

The negotiated transaction consideration includes MaivenPoint issuing shares and rights for shares which both also subject to a guaranteed minimum revenue provision (the “ GMR ”), and granting the former I-Access shareholders a put option which allows sellers to cause MaivenPoint to repurchase the shares of MaivenPoint for approximately $ 5.9 million, upon 24 months from Acquisition Close Date or the occurrence of certain triggering events which are in the control of the Company.

Under the GMR the former I-Access shareholders may have earned additional shares or return shares base on a revenue surplus and shortfall outcome.

On April 15, 2022, the Company implemented a management changeover.

As a result, pursuant to the terms of the Share Purchase Agreement, the GMR was cancelled and the 292,440 MaivenPoint shares issued as consideration on the I-Access Closing Date, the 30,252 MaivenPoint shares held in escrow, and the put option on MaivenPoint shares were no longer contingent, reclassified to mezzanine equity and included in redeemable noncontrolling interest.

From the date the GMR was cancelled to December 31, 2023, AvePoint owned a 73.82 % interest in MaivenPoint, AEPL owned a 23.20 % interest in MaivenPoint and the former I-Access shareholders owned a 2.98 % interest in MaivenPoint.

On December 24, 2023, the put option granted to AEPL expired.

The redeemable noncontrolling interest owned by AEPL was reclassified to equity and is presented in the Stockholders’ equity section of the consolidated balance sheets for the year ended December 31, 2023.

During February 2024, certain of the former I-Access shareholders submitted notices of exercise of the put option of approximately $ 5.5 million.

The roll forward of the balance of the redeemable noncontrolling interest is as follows:

Redeemable Noncontrolling Interest

Year Ended December 31,

(in thousands)

Beginning balance

$ 14,007 $ 5,210 $ 3,061

Issuance of redeemable noncontrolling interest

Reclassification of redeemable noncontrolling interest

( 8,148 ) — —

Net loss attributable to redeemable noncontrolling interest

( 38 ) ( 401 ) ( 847 )

Other comprehensive income (loss) attributable to redeemable noncontrolling interest

Adjustment to present redemption value

212 3,343 2,821

Ending balance

$ 6,038 $ 14,007 $ 5,210

I-Access Solutions Pte.

(“ I-Access ”)

On February 18, 2022, ( the “ I-Access Closing Date ”), MaivenPoint consummated its acquisition of all of the ordinary shares of I-Access, a Singapore limited company.

As a result, I-Access became a wholly owned subsidiary of MaivenPoint.

The acquisition was made pursuant to a share purchase agreement, dated as of January 31, 2022, ( the “ Share Purchase Agreement ”), by and among MaivenPoint and the former I-Access shareholders (the “ Former Shareholders ”).

The Company recorded I-Access investment in MaivenPoint as redeemable noncontrolling interest as mezzanine equity in its consolidated balance sheets.

During the year ended December 31, 2024, the Former Shareholders exercised the put option of approximately $ 6.1 million.

As a result of the exercise, AvePoint’s ownership in MaivenPoint was 76.1 %, with the remaining ownership interest held by AEPL as of December 31, 2024.

Due to the exercise of the put option, the Company adjusted the carrying amount of the noncontrolling interest by multiplying the adjusted net assets of MaivenPoint AEPL’s new ownership percentage, resulting in a reduction to noncontrolling interest and increase in additional paid-in capital of $ 6.4 million, respectively, within the consolidated balance sheets.

There were no put options held by MaivenPoint’s remaining noncontrolling interest shareholders, and therefore, there was no redeemable noncontrolling interest in MaivenPoint as of December 31, 2024.

As of December 31, 2024 and 2023, AvePoint owned 76.1 % and 73.8 %, respectively, interest in MaivenPoint.

Growth Equity Fund

On February 28, 2024, the Company and Lumens Capital Partners Ltd.

(“ LCP ”) established A3V JV Co.

(the “ Venture ”), with each owning an equal share of the Venture.

In addition, the Company entered into a separate agreement with LCP to form A3 Ventures Fund 1, L.P.

(the “ Fund ”).

The Fund is a Cayman Islands-exempted limited partnership, aimed at investing in companies in the growth equity phase and mature cashflow generating businesses with strong growth potential.

The Fund looks to invest in companies situated in enterprise software markets aligning with the professional expertise and geographical presence of both the Company and LCP.

The Venture wholly owns A3V GP Co., which serves as the general partner of the Fund.

As a limited partner, the Company committed to contribute $ 50.0 million to the Fund, to be called as needed, for portfolio investments, fees, and expenses of the Fund.

The Company also participates in Fund establishment costs and an annual management fee equal to 2.0 % of the total commitment.

Any future repayment obligations will be triggered upon the receipt by LCP of profit allocations related to the Fund.

As of December 31, 2024, no portion of the Company’s $ 50.0 million commitment has been called or was callable, and the operations of the Fund and the Venture have not materially impacted the Company’s financial position, financial performance, or cash flows.

As of December 31, 2024, $ 2.4 million of management fee and establishment costs were included in accrued expenses and other current liabilities in the consolidated balance sheets.

During the year ended December 31, 2024 , $ 2.4 million of management fee and establishment costs were included in general and administrative in the consolidated statements of operations.

AvePoint, Inc.

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Stock Options

The compensation costs for stock option awards are accounted for in accordance with ASC 718, Compensation-Stock Compensation .

The compensation costs for stock option awards are recognized using the straight-line attribution method over the requite service period and are accounted for forfeitures as they occur.

Stock options vest over a four -year service period and expire on the tenth anniversary of the date of award.

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In exchange for the cancellation of the Officer Awards, the Company agreed to deliver to the holders of the Officer Awards a fixed amount of shares equal to the amount of shares the holders would have received if the Officer Awards were exercised on the date of the Apex Business Combination in a net share settlement scenario.

The cancelled Officer Awards were treated as modification of the original awards under ASC 718;

The cancelled Officer Awards were treated as modification of the original awards;

however, no incremental value exists as a result of the modification.

1 unchanged sentence

As a result, the Company issued 3,592,504 shares in July 2022.

AvePoint, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (continued)

The Company’s stock option awards granted to certain international employees (the “ Legacy International Options ”) contained a performance condition that stated that the awards are only exercisable if the Company’s common shares are publicly traded.

When the exercise contingency was resolved upon completion of the Apex Business Combination, the Legacy International Options were cancelled and replaced with new awards with substantially the same terms and conditions (the “ International Options ”).

Prior to the Apex Business Combination, no compensation expense related to the Legacy International Options was recognized, as the exercise contingency was not deemed probable until the occurrence of the Apex Business Combination.

Had the exercise contingency been deemed probable, the Legacy International Options would have been classified as liabilities.

After the Apex Business Combination vested International Options can be exercised utilizing broker-assisted settlements;

therefore, the International Options are classified as equity.

As a result of this change in classification, the Company calculated the fair value of the awards on July 1, 2021, for purposes of compensation expense.

In accordance with ASC 718, all previously unrecognized compensation since the grant date was immediately recognized upon resolution of the exercise contingency.

As a result, in 2021 the Company recognized a one -time charge of $ 24.3 million in previously unrecognized compensation costs.

In 2020, the Company granted certain executives stock option awards that contain both service and performance vesting conditions (the “ Time and Performance Based Options ”).

The Time and Performance Based Options were granted in three tranches (the “ Time-Based Options ,” the “ Performance-Based 1 Options ,” and the “ Performance-Based II Options ”).

The Time-Based Option vests over a four -year period, subject to the grantee’s continuous service with the Company.

The Performance-Based I Option vests contingent upon the Company meeting certain performance goals.

These goals were considered met in 2021.

The Performance-Based II Option vests contingent upon the grantee achieving certain goals.

These goals were considered met on January 1, 2021.

Both the Performance-Based I Option and Performance-Based II Option are subject to the grantee’s continuous service to the company.

The weighted-average grant date fair value of options granted in the years ended December 31, 2024 , 2023 and 2022 was $ 4.26 , $ 2.49 and $ 2.71 , respectively.

The Company calculates the expected term using the “simplified” method, which is the simple average of the vesting period and the contractual term.

The simplified method is applied as the Company does not have sufficient historical data to provide a reasonable basis for an estimate of the expected term.

Expected volatility is based on historical and implied volatility of a group of peer entities over a similar expected term.

Dividend yields are based upon historical dividend yields.

Risk-free interest rates are based on the implied yields currently available on U.S.

Treasury zero coupon issues with a remaining term equal to the expected term.

The Company estimated the grant date fair value of these stock options using the Black-Scholes option-pricing model with the following weighted-average assumptions:

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Restricted Stock Units

In addition to Stock Options granted under the 2021 Plan, 6,752,588 RSUs were granted under the 2021 Plan in 2023.

The compensation costs for stock option awards are accounted for in accordance with ASC 718, Compensation-Stock Compensation.

RSUs vest over a four -year service period from the grant date and are measured at the fair market value of the underlying stock at the grant date.

Under the terms of the 2021 Plan, we have issued stock unit awards with a continuous employment condition only (“ Time-Based RSUs ”), and restricted stock unit awards with a continuous employment condition that are also contingent on the Company meeting certain performance goals (“ PSUs ”, and together “ RSUs ”).

Both types of RSU awards vest over a four -year period from the grant date.

The compensation costs for RSUs are recognized using the straight-line attribution method over the requite service period and are accounted for forfeitures as they occur.

RSUs are measured at the fair market value of the underlying stock at the grant date.

AvePoint, Inc.

2 unchanged sentences

A summary of the Company’s RSU activity during the year ended December 31, 2024 is as follows:

Unvested Restricted Stock Units

Unvested PSUs

Unvested Time-Based RSUs

Number of Shares

Weighted-Average Grant-Date Fair Value

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Company Earn-Out RSUs

The compensation costs for Company Earn-Out RSUs are accounted for in accordance with ASC 718, Compensation-Stock Compensation .

The compensation costs for Company Earn-Out RSUs are recognized using the straight-line attribution method over the requite service period and are accounted for forfeitures as they occur.

In order to capture the market conditions associated with the Company Earn-Out RSUs, the Company applied an approach that incorporated a Monte Carlo simulation, which involved random iterations that took different future price paths over the Sponsor Earn-Out RSUs’ contractual life based on the appropriate probability distributions.

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If the contingent milestones of the Earn-Out RSUs are not met by the seventh anniversary of the Apex Business Combination, the holders of the underlying stock options will not receive the Earn-Out RSUs.

As of December 31, 2024, all Company Earn-Out RSUs are fully vested.

For the years ended December 31, 2024 , 2023 and 2022, the Company recorded stock-based compensation expense of $ 0.3 million, $ 0.9 million and $ 0.9 million, respectively, related to these Earn-Out RSUs.

2 unchanged sentences

Notes to Consolidated Financial Statements (continued)

Put and Call Options

On December 26, 2019, the Company granted put options to certain of the Company’s management, to request a redemption of 3,113,170 shares of common stock (“ Modified Common Stock ”) or 5,148,777 shares underlying options to acquire common stock (“ Modified Options ”, collectively, “ Eligible Shares ”) during the period from March 25, 2025, to April 26, 2025 ( the “ Settlement Period ”) or, if earlier, the 30 day period following a Qualifying Termination for a redemption price per share equal to the fair market value, as determined by AvePoint’s Board of Directors;

provided, that if a redemption request is delivered following a Qualifying Termination, the Company shall pay the redemption price during the Settlement Period unless the holders of Series C Preferred Stock consent to the payment of the redemption price by the Company within the 30 day period following the Qualifying Termination.

In addition, the Company has a right to purchase all or any portion of the Eligible Shares at any time for a purchase price per share equal to the fair market value.

Mezzanine equity classification is required if stock awards that would otherwise qualify for equity classification are subject to contingent redemption features that are not solely within the control of the issuer.

The Company remeasured the Modified Common Stock at each balance sheet date based on the fair value of the Company’s shares and such remeasurements are reflected as an adjustment of the value in mezzanine equity.

In 2019, the Company recorded a one -time stock-based compensation expense of $ 0.5 million, related to Modified Common Stock.

These costs have been recorded in operating expenses in the consolidated statements of operations.

In connection with the Apex Business Combination, the agreements creating the Modified Common Stock and Modified Options were terminated.

As a result, the $ 39.3 million mezzanine balance and the $ 49.7 million liability balance were reclassified to permanent equity on July 1, 2021.

The fair values of Modified Options were estimated using a Black-Scholes option-pricing model with the following weighted-average assumptions on July 1, 2021:

Expected term (in years)

Expected volatility

Risk-free rate

Dividend yield

For the year ended December 31, 2021, the Company recorded stock-based compensation expenses of $ 11.8 million, related to these options.

These costs have been recorded in costs of revenue and operating expenses in the consolidated statements of operations.

During 2021, 1,365,503 options included in Modified Options were exercised.

As a result of exercises of the Modified Options during 2021, $ 15.4 million of the liability balance related to Modified Options was reclassified to liability-classified outstanding shares within the six months from the time of exercise.

During 2021, $ 6.9 million of the liability balance for these outstanding shares was reclassified to mezzanine equity as a result of the completion of six months from the time of the exercise of 690,474 options.

As of July 1, 2021, the Apex Business Combination date, the liability balance related to this Modified Common Stock was $ 49.7 million.

For the year ended December 31, 2022 , the Company recorded stock-based compensation expense of $ 1.2 million, related to this Modified Common Stock.

AvePoint, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Fair Value Measurements

Fair value is defined by ASC 820, Fair Value Measurement (ASC 820 ) as the price that would be received upon selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

ASC 820 establishes a three -level fair value hierarchy that prioritizes the inputs used to measure fair value.

Fair value is the price that would be received upon selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Assets and liabilities recorded at fair value are measured and classified in accordance with a three -level fair value hierarchy that prioritizes the inputs used to measure fair value.

The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs.

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Certificates of deposit (1)

— 3,721 — 3,721

Other assets:

Certificates of deposit (1)

Notes receivables (2)

1 unchanged sentence

$ — $ 187,106 $ 3,938 $ 191,044

Earn-out shares liabilities:

Earn-out shares (2)

$ — $ — $ 18,346 $ 18,346

Other non-current liabilities:

Other liabilities:

Warrant liabilities (3)

$ — $ 1,861 $ — $ 1,861

AvePoint, Inc.

8 unchanged sentences

— 4,423 — 4,423

treasury bills

— 171,841 — 171,841

Short term investments:

2 unchanged sentences

Other assets:

Certificates of deposit (1)

Notes receivables (2)

— — 1,840 1,840

$ — $ 181,518 $ 1,840 $ 183,358

Earn-out shares liabilities:

1 unchanged sentence

$ — $ — $ 18,346 $ 18,346

Other non-current liabilities:

Other liabilities:

Warrant liabilities (3)

1 unchanged sentence

( 1 ) The majority of certificates of deposit are foreign deposits.

( 2 ) Refer to “ Note 13 - Company Earn-Out and Warrant Liabilities ” for further details.

( 3 ) Other assets include yielding loan notes to Lumens Capital Partners, Ltd.

(“ LCP ”) with a total commitment of up to $ 5.0 million and maturities of greater than twelve months.

See “ Note 21 - Subsequent Events ” for more information.

The notes bear interest at an annual rate equal to 8 %.

During the years ended December 31, 2023 and 2022, new notes receivables issued were $ 1.3 million and $ 0.5 million, respectively.

( 2 ) During 2023, the Company extended a credit facility to LCP with a total commitment of up to $ 5.0 million and maturities of greater than twelve months (the “ LCP Notes Receivable ”).

Refer to “ Note 15 - Growth Equity Fund ” for further details.

The LCP Notes Receivable bear interest at an annual rate equal to 8 %.

As of December 31, 2024 and 2023 , the LCP Notes Receivable in the amounts of $ 3.8 million and $ 1.8 million, respectively, were included in other assets within the consolidated balance sheets.

Fair values are based on discounted future cash flows using current interest rates offered for similar notes to third parties with similar credit ratings for the same remaining maturities.

AvePoint, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (continued)

The following table summarizes the Company’s available-for-sale securities measured at fair value as of December 31, 2023.

( 3 ) Refer to “ Note 13 - Company Earn-Out and Warrant Liabilities ” for further details.

The following table summarizes the Company’s available-for-sale securities measured at fair value as of December 31, 2024 and 2023 , respectively.

Year Ended December 31,

1 unchanged sentence

Amortized Cost

Gross unrealized gains

Gross Unrealized Losses

2 unchanged sentences

$ 181,217 $ 181,210 $ ( 7 )

Year Ended December 31,

(in thousands)

Amortized Cost

Gross Unrealized Gains

treasury bills

$ 171,815 $ 171,841 $ 26

The contractual maturity of the available-for-sale securities held as of December 31, 2024 was within one year.

AvePoint, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (continued)

The following table presents the reconciliation in Level 3 instruments which consisted of earn-out shares liabilities which were measured on a recurring basis for the year ended December 31, 2024.

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Opening balance

Total gains or losses from the period

Total losses from the period

Included in other (expense) income, net

Reclass from Earnout-RSU

Reclass from earn-out RSUs

Purchases, issues, sales and settlements

Settlements in shares and cash

Closing balance

AvePoint, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Segment information

The Company operates in one segment.

The Company manages its business activities on a consolidated basis and operates in a single operating segment.

Its products and services are sold throughout the world, through direct and indirect sales channels.

The Company’s chief operating decision maker (the “ CODM ”) is the Chief Executive Officer.

The CODM makes operating performance assessment and resource allocation decisions on a global basis.

The CODM does not receive discrete financial information about asset allocation, expense allocation or profitability by product or geography.

The CODM makes operating performance assessment and resource allocation decisions on a consolidated basis.

The CODM does not review assets in evaluating the results of the segment.

The accounting policies of the segment are the same as those described in “ Note 2 - Summary of Significant Accounting Policies ”.

The CODM assesses performance for the consolidated entity and decides how to allocate resources based on net income (loss) reported on the consolidated statements of operations.

The CODM uses net income (loss) to monitor budgeted versus actual results and to conduct competitive analysis by benchmarking against industry peers.

Additionally, net income (loss) serves as a basis for making strategic decisions, such as acquisitions and reinvestments into business, and establishing management compensation linked to segment performance.

The following table sets forth the information about the Company’s reported segment revenue, segment profit or loss, and significant segment expenses:

Year Ended December 31,

(in thousands)

$ 330,482 $ 271,825 $ 232,339

People expenses

185,686 163,138 154,387

Stock based compensation

39,059 36,048 37,218

Cloud and server hosting services expenses

32,496 29,188 22,574

Marketing expenses

12,709 12,400 12,746

Other segment items (1)

89,674 52,552 44,102

$ ( 29,142 ) $ ( 21,501 ) $ ( 38,688 )

( 1 ) The other segment items category includes professional services, rent, software maintenance, travel, depreciation and amortization, certain overhead expense, and mark-to-market of earn-out shares liabilities and warrant liabilities.

AvePoint, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Revenue by geography is based upon the billing address of the customer.

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41,765 35,775 30,625

22,547 21,348 23,360

The following table sets forth property and equipment, net held within the United States, China and foreign countries:

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( 660 ) ( 778 ) 112

( 3,036 ) 48 36

Other (expense) income, net

$ ( 31,565 ) $ ( 3,263 ) $ 7,416

( 1 ) Profits on securities consist of interest income from amortization of the discount arising at acquisition of U.S.

treasury bills.

Loss Per Share

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As such, the weighted-average impact of these shares is excluded from the calculation of loss per share below.

As losses were incurred during all periods presented, no earnings per share exists for the Sponsor Earn-Out Shares.

As losses were incurred during all periods presented, no earnings per share exists for the Sponsor Earn-Out Shares until vested.

Year Ended December 31,

3 unchanged sentences

$ ( 29,142 ) $ ( 21,501 ) $ ( 38,688 )

Net income attributable to noncontrolling interest

( 224 ) ( 2,942 ) ( 1,974 )

Net loss attributable to AvePoint, Inc.

$ ( 21,725 ) $ ( 41,630 ) $ ( 35,219 )

Deemed dividends on preferred stock

Net (loss) income attributable to noncontrolling interest

( 52 ) 224 2,942

8 unchanged sentences

$ ( 0.16 ) $ ( 0.12 ) $ ( 0.23 )

To arrive at net loss available to common stockholders, the Company deducted net income attributable to the noncontrolling interest in MaivenPoint and deemed dividends, which related to the redemption, extinguishment, and remeasurement of preferred stock.

AvePoint, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements (continued)

For the years ended December 31, 2024 , 2023 and 2022, the Company’s potentially dilutive securities were deemed to be anti-dilutive given the Company’s net loss position.

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Subsequent Events

The following material subsequent events occurred since the date of the most recent balance sheet period reported.

Growth Equity Fund

On February 28, 2024 the Company entered into an agreement with LCP to form the A3 Ventures Fund 1, L.P.

(the “ A3V Fund ”).

The A3V Fund will focus its investments in companies in the growth equity phase, as well as mature cashflow generating businesses with strong growth potential;

and located in established enterprise software markets that map to LCP’s and the Company’s professional expertise and geographical footprint.

The Company has committed $50.0 million to the A3V Fund, which will be called as needed for portfolio investments and to pay fees and expenses of the A3V Fund.

Other institutional investors and/or high net worth individuals will also be allowed to commit capital to the A3V Fund.

The following material subsequent event occurred since the date of the most recent balance sheet period reported.

Ydentic Holding B.V.

On January 29, 2025, the Company consummated an acquisition of Ydentic Holding B.V.

and its subsidiaries (“ Ydentic ”).

Ydentic is a Netherlands-based SaaS company specializing in centralized multi-tenant management for Microsoft managed services providers.

In exchange for 80 % of the ordinary shares, the Company paid approximately $ 15.4 million, and committed to purchase the remaining shares over the next three years.

Items 9 and 9A

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data