What changed in this filing

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Item 9A. Controls and Procedures

2025-02-28 compared with 2024-02-29 · 20 added, 105 removed, 162 unchanged (44% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer (in his capacity as “ Principal Executive Officer ”) and our Chief Financial Officer (in his capacity as “ Principal Financial and Accounting Officer ”), we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e)) under the Exchange Act, as of the end of the period covered by this Annual Report.

Based upon that evaluation, our Principal Executive Officer and Principal Financial and Accounting Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2023, due to the material weakness described below.

Notwithstanding such material weakness in internal control over financial reporting, our Principal Executive Officer and Principal Financial and Accounting Officer have concluded that our audited consolidated financial statements included in this Annual Report present fairly, in all material respects, our financial position, results of operations, and cash flows for the periods presented in conformity with U.S.

generally accepted accounting principles (“ GAAP ”).

Under the supervision and with the participation of our management, including our Chief Executive Officer (in his capacity as “ Principal Executive Officer ”) and our Chief Financial Officer (in his capacity as “ Principal Financial and Accounting Officer ”), we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Exchange Act, as of the end of the period covered by this Annual Report.

Based upon that evaluation, our Principal Executive Officer and Principal Financial and Accounting Officer concluded that our disclosure controls and procedures were effective as of December 31, 2024.

Previously Disclosed Material Weaknesses

During fiscal years 2021 and 2022, with the oversight of the Audit Committee of the Board of Directors, the Company began in 2021 implementing a remediation plan (the “ Remediation Plan ”), to address the material weaknesses identified in 2021 and remained as of December 31, 2022.

The Remediation Plan coincided with and is incorporated into our overarching Sarbanes-Oxley Act of 2002 compliance implementation plan, include, but are not limited to:

the hiring of personnel with technical accounting and financial reporting experience to further enhance our ability to accurately and expediently respond to increased accounting and financial complexities, and to aid in further identification and oversight with respect to disclosure control activities in response;

the engagement of external consultants in the assistance of the evaluation of complex accounting matters; and

the establishment of formalized internal controls to review and maintain segregation of duties between appropriate control operators.

As a result of the above remediation efforts, we consider the following previously disclosed material weaknesses to be remediated as of December 31, 2023:

the identification, review and accounting for nonroutine transactions and/or complex accounting transactions;

segregation of duties with respect to the processing of financial transactions.

Despite the progress discussed above, during 2022 and 2023 we were unable to remediate all of the material weaknesses that were identified in the prior year as our initial design of certain controls, particularly around ensuring accuracy and completeness of the information used in a control, upon testing were determined insufficient.

Newly designed controls required additional time to demonstrate operating effectiveness.

While we believe that our efforts have improved our internal control over financial reporting and resulted in the remediation of certain of the material weaknesses identified as of December 31, 2022, remediation of the material weakness identified as of December 31, 2023 will require further validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles.

In fiscal year 2023, the Company identified a material weakness in our design of controls, particularly around ensuring accuracy and completeness of the information used in our controls.

During fiscal year 2024, with the oversight of the Audit Committee of the Board of Directors, the Company implemented a remediation plan (the “ Remediation Plan ”), to address the material weakness identified in 2023.

The Remediation Plan consisted of, but was not limited to

enhancing the design of controls that address the accuracy and completeness of reports being utilized in the execution of internal controls;

establishing additional training related to addressing the accuracy and completeness of data used in controls and the level of documentation required to evidence control activities

We have implemented documented policies and procedures for, and have tested the design, implementation, and operating effectiveness of, the newly designed and enhanced controls.

Based upon that testing, our Principal Executive Officer and Principal Financial and Accounting Officer concluded that our previously disclosed material weakness has been remediated as of December 31, 2024.

Management ’ s Report on Internal Control over Financial Reporting

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Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “ COSO framework ”).

Based on management’s assessment, our principal executive officer and principal financial and accounting officer concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2023, due to the material weakness described below.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The Company has identified deficiencies in a principle associated with the control activities component of the COSO framework.

These control deficiencies constitute a material weakness in the aggregate, related to selecting and developing control activities that contribute to the mitigation of risks and support the achievement of objectives.

Specifically, the Company did not design and implement control activities to address the accuracy and completeness of certain information that is relevant for control owners to perform their control activities over financial accounting, reporting and disclosures.

The Company’s independent registered public accounting firm, Deloitte & Touche LLP, who audited the consolidated financial statements included in this Annual Report on Form 10-K issued an adverse opinion on the effectiveness of the Company's internal control over financial reporting.

Deloitte & Touche LLP’s report appears on page 109 of this Annual Report on Form 10-K.

2024 Remediation Plan

Our management has been and continues to be committed to remediating this material weakness and has identified and implemented several steps to enhance our internal controls over financial reporting.

We have implemented a remediation plan (the “ 2024 Remediation Plan ”), which includes actions not limited to:

enhance the design of controls that address the accuracy and completeness of reports being utilized in the execution of internal controls;

establishing additional training related to address the accuracy and completeness of data used controls and the level of documentation required to evidence control activities.

We have implemented documented policies and procedures for, and are in the process of testing the implementation and operating effectiveness of, the newly designed controls.

The material weakness in our internal control over financial reporting will not be considered remediated until the newly designed controls operate for a sufficient period of time.

In addition, we may discover additional material weaknesses that require additional time and resources to remediate, and we may decide to take additional measures to address the material weaknesses or modify the remediation steps described above.

Based on management’s assessment, our principal executive officer and principal financial and accounting officer concluded that our internal control over financial reporting was effective as of December 31, 2024 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S.

Our independent registered public accounting firm, Deloitte & Touch LLP, has issued an audit report with respect to our internal control over financial reporting, which appears in Part II, Item 9a in this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

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Report of Independent Registered Public Accounting Firm

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

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

Opinion on Internal Control over Financial Reporting

1 unchanged sentence

and subsidiaries (the "Company") 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 (COSO).

In our opinion, because of the effect of the material weakness identified below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), consolidated financial statements as of and for the year ended December 31, 2024 , of the Company and our report dated February 27, 2025, expressed an unqualified opinion on those financial statements.

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Material Weakness

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weakness has been identified and included in management's assessment:

The Company has identified deficiencies in a principle associated with the control activities component of the COSO Framework.

These control deficiencies constitute a material weakness in the aggregate related to selecting and developing control activities that contribute to the mitigation of risks and support the achievement of objectives.

This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended December 31, 2023, of the Company, and this report does not affect our report on such financial statements.

/s/ Deloitte & Touche LLP

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OTHER INFORMATION

On December 8, 2023 , James Caci , Chief Financial Officer of the Company, entered into a Rule 10b5 - 1 trading arrangement (the “ Caci 10b5 - 1 Plan ”).

The Caci 10b5 - 1 Plan is intended to satisfy the affirmative defense of Rule 10b5 - 1 (c).

The Caci 10b5 - 1 Plan provides for the sale of up to 110,215 shares of the Company’s common stock from time to time between March 20, 2024 and December 8, 2025.

Due to the pricing conditions set forth in the Caci 10b5 - 1 Plan, the number of shares actually sold under the plan may be less than the maximum number of shares that can be sold.

The Caci 10b5 - 1 Plan will expire on December 8, 2025, or earlier if all shares under the plan are sold prior to that date.

Growth Equity Fund

The Company formed AvePoint Ventures, LLC (“ APV ”), a wholly owned subsidiary, for the sole purpose of investing in A3 Ventures Fund 1, L.P., a Cayman Islands exempted limited partnership (the “ A3V Fund ”) formed and managed by Lumens Capital Partners, Ltd., a Singapore-based private fund adviser (collectively with its affiliates, “ LCP ”).

On February 28, 2024 the Company entered into an agreement with APV and A3V Fund.

APV shall serve as the cornerstone investor for the A3V Fund, which will focus its investments in companies (a) in the growth equity phase (i.e., “Series B” equity offerings and onwards) as well as mature cashflow generating businesses with strong growth potential;

and (b) located in established enterprise software markets that map to LCP’s and the Company’s professional expertise and geographical footprint – in particular, USA, England, France, Germany, Japan, South Korea, Singapore, and Australia.

The A3V Fund will seek primarily controlling stakes in such portfolio companies, whether through equity, debt, or hybrid investments.

LCP will manage the A3V Fund, and lead in the selection, monitoring and guidance of investments, seeking to enhance capital efficiency and business discipline through the scaling process until exit.

APV shall assist LCP in managing the portfolio companies, using its professional expertise, as well as its software development and technology resources and platforms.

In consideration for its participation in the A3V Fund as a cornerstone investor, APV will receive a portion of any performance allocations to be received by LCP in addition to any profits on its capital investments.

APV will be entitled to appoint a representative to the limited partner advisory committee and will have certain consent rights with respect to fundamental matters regarding LCP and the A3V Fund.

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

APV has committed US $50 million to the A3V Fund, which will be called as needed for portfolio investments and to pay fees and expenses of the A3V Fund.

PART II, PART III

Items 9C, 10, 11, 12, 13, 14

During the quarter ended December 31, 2024, no director or officer of the Company adopted or terminated a "Rule 10b5 - 1 trading arrangement" or "non-Rule 10b5 - 1 trading arrangement," as each term is defined in Item 408 (a) of Regulation S-k.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

Items 10, 11, 12, 13, 14

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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Filed Herewith

Business Combination Agreement and Plan of Reorganization, dated November 23, 2020, by and among Apex, Merger Subs and AvePoint.

March 9, 2021

Amendment No.

1 to Business Combination Agreement and Plan of Reorganization, dated December 30, 2020, by and among Apex, Merger Subs and AvePoint.

December 30, 2020

Amendment No.

2 to Business Combination Agreement and Plan of Reorganization, dated March 8, 2021, by and among Apex, Merger Subs and AvePoint.

March 9, 2021

Amendment No.

3 to Business Combination Agreement and Plan of Reorganization, dated May 18, 2021, by and among Apex, Merger Subs and AvePoint.

Agreement and Plan of Merger, dated as of July 23, 2021, by and between AvePoint, Inc.

and AvePoint US, LLC

July 30, 2021

Amended and Restated Certificate of Incorporation of AvePoint, Inc.

Third Amended and Restated Certificate of Incorporation of AvePoint, Inc.

Amended and Restated Bylaws of AvePoint, Inc.

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September 20, 2019

Form of PIPE Subscription Agreement

November 23, 2020

Form of Amendment No.

1 to PIPE Subscription Agreements

Form of Lock-Up Agreement

November 23, 2020

Amended and Restated Registration Rights Agreement, dated July 1, 2021, by and among AvePoint and certain stockholders of AvePoint.

Form of Indemnification Agreement.

AvePoint 2016 Equity Incentive Plan.

Form of Stock Option Grant Package under AvePoint 2006 Equity Incentive Plan.

Form of RSU Grant Package under 2006 Equity Incentive Plan.

AvePoint 2016 Equity Incentive Plan.

February 4, 2021

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AvePoint 2021 Equity Incentive Plan.

February 4, 2021

Form of Stock Option Grant Package under AvePoint 2021 Equity Incentive Plan.

2 unchanged sentences

February 4, 2021

Loan and Security Agreement, dated April 7, 2020, by and between HSBC Ventures USA Inc.

and AvePoint, Inc.

February 4, 2021

Limited Consent and First Amendment to Loan and Security Agreement, dated July 1, 2021, by and among AvePoint Operations Inc.

(f/k/a AvePoint, Inc.), HSBC Ventures USA Inc.

and AvePoint US, LLC.

Assignment and Assumption Agreement, dated July 1, 2021, by and among AvePoint Operations, Inc.

(f/k/a AvePoint, Inc.), HSBC Ventures USA Inc.

and AvePoint US, LLC.

Pledge Agreement, dated July 1, 2021, by and between AvePoint, Inc.

and HSBC Ventures USA Inc.

Limited Guaranty, dated July 1, 2021, by and between AvePoint, Inc.

and HSBC Ventures USA Inc.

Assignment and Assumption Agreement, dated as of July 23, 2021, by and among AvePoint, Inc., AvePoint US, LLC, and HSBC Ventures USA Inc.

July 30, 2021

Limited Consent and Waiver to Loan and Security Agreement, dated as of July 23, 2021, by and among AvePoint, Inc., AvePoint US, LLC, AvePoint Public Sector, Inc., AvePoint Holdings USA, LLC, and HSBC Ventures USA Inc.

July 30, 2021

Second Amendment to Loan and Security Agreement, dated October 31, 2021, by and among AvePoint, Inc., AvePoint Public Sector, Inc., AvePoint Holdings USA, LLC, and HSBC Ventures USA Inc.

November 1, 2021

Annex A to Second Amendment to Loan and Security Agreement, dated October 31, 2021, by and among AvePoint, Inc., AvePoint Public Sector, Inc., AvePoint Holdings USA, LLC, and HSBC Ventures USA Inc.

November 1, 2021

Employment Agreement, dated January 1, 2021, by and between AvePoint and Xunkai Gong.

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February 4, 2021

Employment Agreement, dated August 10, 2021, by and between AvePoint and James Caci.

August 16, 2021

Employment Agreement, dated February 25, 2025, by and between AvePoint and James Caci.

2022 Performance-Based Annual Incentive Plan

9 unchanged sentences

November 6, 2023

Insider Trading Policy

List of Subsidiaries.

8 unchanged sentences

Compensation Recovery Policy

February 29, 2024

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

52 unchanged sentences

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 9A. Controls and Procedures