What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-26 compared with 2025-02-28 · 328 added, 282 removed, 1129 unchanged (35% of the section changed)

3 unchanged sentences

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Income (Loss)

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Mezzanine Equity and Stockholders’ Equity

5 unchanged sentences

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

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").

and subsidiaries (the " Company ") as of December 31, 2025 and December 31, 2024, the related consolidated statements of income (loss), comprehensive income (loss), mezzanine equity and stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2025, 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, 2025 and December 31, 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

44 unchanged sentences

$ 481,060 $ 290,735

Short-term investments

Accounts receivable, net

13 unchanged sentences

$ 789,181 $ 519,055

Liabilities, mezzanine equity, and stockholders’ equity

Liabilities and stockholders’ equity

Current liabilities:

9 unchanged sentences

Long-term portion of deferred revenue

Earn-out shares liabilities

Other liabilities

2 unchanged sentences

Commitments and contingencies (Note 12)

Mezzanine equity

Redeemable noncontrolling interest

Total mezzanine equity

Stockholders’ equity

9 unchanged sentences

478,699 270,948

Total liabilities, mezzanine equity, and stockholders’ equity

Total liabilities and stockholders’ equity

$ 789,181 $ 519,055

2 unchanged sentences

and Subsidiaries

Consolidated Statements of Operations

Consolidated Statements of Income (Loss)

(In thousands, except per share amounts)

26 unchanged sentences

33,035 7,166 ( 15,351 )

Other (expense) income, net

Other income (expense), net

7,466 ( 31,565 ) ( 3,263 )

Loss before income taxes

Income (loss) before income taxes

40,501 ( 24,399 ) ( 18,614 )

1 unchanged sentence

5,381 4,743 2,887

Net income (loss)

$ 35,120 $ ( 29,142 ) $ ( 21,501 )

Net (loss) income attributable to noncontrolling interest

Net income (loss) attributable to noncontrolling interest

321 ( 52 ) 224

Net loss available to common stockholders

Net income (loss) available to common stockholders

$ 34,799 $ ( 29,090 ) $ ( 21,725 )

Basic and diluted loss per share

Net income (loss) per share:

$ 0.17 $ ( 0.16 ) $ ( 0.12 )

Basic and diluted shares used in computing loss per share

$ 0.15 $ ( 0.16 ) $ ( 0.12 )

Weighted average shares outstanding:

207,587 183,721 182,257

229,293 183,721 182,257

See accompanying notes.

1 unchanged sentence

and Subsidiaries

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

For the Year Ended

Net income (loss)

$ 35,120 $ ( 29,142 ) $ ( 21,501 )

Other comprehensive (loss) income net of taxes

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

Other comprehensive income (loss) net of taxes

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

12 ( 106 ) 100

1 unchanged sentence

7,853 ( 2,608 ) 1,104

Total other comprehensive (loss) income

Total other comprehensive income (loss)

7,865 ( 2,714 ) 1,204

Total comprehensive loss

Total comprehensive income (loss)

$ 42,985 $ ( 31,856 ) $ ( 20,297 )

Comprehensive (loss) income attributable to noncontrolling interest

Comprehensive income (loss) attributable to noncontrolling interest

432 ( 144 ) 238

Total comprehensive loss available to common stockholders

Total comprehensive income (loss) available to common stockholders

$ 42,553 $ ( 31,712 ) $ ( 20,535 )

5 unchanged sentences

(In thousands, except share amounts)

Noncontrolling

Comprehensive

9 unchanged sentences

— — 39,315 — — — 39,315

Accretion of redeemable noncontrolling interest

( 99 ) ( 99 ) — — — 99 — — 99

Redemption of noncontrolling interest

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

Reclassification of earn-out RSUs to earn-out shares

Repurchase of noncontrolling interest

— — ( 9,958 ) — 36 ( 2,226 ) ( 12,148 )

Purchase of public warrants

Reclassification of warrant liabilities

— — 1,452 — — — 1,452

1 unchanged sentence

14,625,054 2 168,187 — — — 168,189

Company earn-out shares issuance

Redemption of warrants

— — ( 2 ) — — — ( 2 )

1 unchanged sentence

( 3,409,119 ) — ( 15,320 ) ( 34,429 ) — — ( 49,749 )

Comprehensive (loss) income:

Net (loss) income

Comprehensive income:

— — — 34,799 — 321 35,120

Unrealized loss on available-for-sale securities

Unrealized gain on available-for-sale securities

— — — — 12 — 12

9 unchanged sentences

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

Company earn-out shares issuance

— — 2,964,658 — 53,871 — — — 53,871

Repurchase and retirement of common stock

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

Comprehensive (loss) income:

1 unchanged sentence

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

Unrealized gain on available-for-sale securities

Unrealized loss on available-for-sale securities

— — — — — — ( 106 ) — ( 106 )

11 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

2 unchanged sentences

$ 6,038 $ 6,038 184,652,402 $ 18 $ 667,881 — $ — $ ( 460,496 ) $ 3,196 $ 8,207 $ 218,806

(1) Formerly AvePoint EduTech Pte.

See accompanying notes.

5 unchanged sentences

Operating activities

Net income (loss)

$ 35,120 $ ( 29,142 ) $ ( 21,501 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization

7 unchanged sentences

( 2,240 ) 498 ( 864 )

Allowance for credit loss on notes receivable

468 ( 67 ) 1,068

8 unchanged sentences

( 11,266 ) ( 8,482 ) ( 7,687 )

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

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

3,383 22,443 6,882

Operating lease liabilities

( 8,636 ) ( 6,397 ) ( 6,273 )

Deferred revenue

40,126 29,436 26,867

Net cash provided by (used in) operating activities

Net cash provided by operating activities

85,257 88,894 34,694

4 unchanged sentences

( 167 ) ( 1,819 ) ( 3,497 )

Cash paid in business combinations and asset acquisitions, net of cash acquired

Cash paid in business combinations, net of cash acquired

( 14,893 ) — —

12 unchanged sentences

Proceeds from warrant exercises

168,189 17,182 —

Proceeds from stock option exercises

17,709 11,033 5,569

Repurchase of noncontrolling interest

( 12,148 ) — —

Funds held on behalf of others

Funds released on behalf of others

( 6,065 ) — —

Redemption of redeemable noncontrolling interest

3 unchanged sentences

Company earn-out shares settled in cash

Repayments of finance leases

Other financing activities

( 9 ) ( 6 ) ( 200 )

Payments of debt issuance costs

Net cash used in financing activities

Net cash provided by (used in) financing activities

123,991 ( 15,537 ) ( 33,667 )

10 unchanged sentences

$ 6,831 $ 6,882 $ 6,112

Contingent considerations in business combination

$ — $ — $ 5,635

Common stock issued in business combination

$ — $ — $ 1,517

Loan to certain acquiree shareholders

$ — $ — $ 235

Company earn-out shares issuance

$ — $ 53,871 $ —

Unpaid purchase consideration transferred in connection with the business combination

$ 5,499 $ — $ —

See accompanying notes.

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Nature of Business and Organization

AvePoint, Inc., incorporated as a New Jersey corporation on July 24, 2001 (“ Legacy AvePoint ”), was redomiciled as a Delaware corporation in 2006, and changed its name to “AvePoint Operations, Inc.” in June 2021.

On July 1, 2021, Legacy AvePoint and certain members of Apex Technology Acquisition Corporation (“ Apex ”) consummated the transactions contemplated by a business combination agreement (the “ Apex Business Combination ”) and a number of qualified institutional buyers and accredited investors consummated their respective purchases of shares as contemplated by related subscription agreements, with Apex being renamed “AvePoint, Inc.” On July 2, 2021, shares of common stock were officially listed under the ticker “AVPT” on the Nasdaq Global Select Market.

Subsequent to the consummation of the Apex Business Combination, on July 26, 2021, Legacy AvePoint’s successor by merger AvePoint US LLC merged with and into AvePoint, Inc.

with AvePoint, Inc.

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

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 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.

AvePoint, Inc., (hereinafter referred to as “ AvePoint , ” the “ Company , ” “ we , ” “ us , ” or “ our ” ) is a global provider of modern data protection, enabling organizations to secure, govern, and operationalize data at scale across major cloud ecosystems.

Customers rely on the AvePoint Confidence Platform to reduce risk, improve operational efficiency, and accelerate digital transformation as they adopt cloud collaboration and artificial intelligence (“ AI ”)-driven advanced tools and workflows.

Summary of Significant Accounting Policies

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Recently Adopted Accounting Guidance

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

When we consummate a business combination, the assets acquired, and the liabilities assumed are recognized separately from goodwill at their acquisition date fair values.

Goodwill as of the acquisition date is measured as the excess of the fair value of consideration transferred over the acquisition date fair value of the net identifiable assets acquired.

While best estimates and assumptions are used to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement.

As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill as we obtain new information about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date.

Upon the earlier of the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, any subsequent adjustments are recorded in the consolidated statements of operations.

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

AvePoint, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (continued)

In the year ended December 31, 2025, the Company adopted the accounting standards update that requires companies to provide disaggregated disclosures about the effective tax rate reconciliation as well as additional information on income taxes paid (refer to “ Note 10 – Income Taxes ”).

Use of Estimates

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We base our estimates and assumptions on historical experience and on various other assumptions that we believe are reasonable under the circumstances.

The amounts of assets and liabilities reported in our consolidated balance sheets and the amounts of revenue and expenses reported for each of its periods presented are affected by estimates and assumptions, which are used for, but not limited to, the accounting for determination of standalone selling price for revenue recognition, allowance for doubtful accounts, deferred contract costs, valuation of goodwill and other intangible assets, income taxes and related reserves, stock-based compensation, purchase price in a business combination, and earn-out liabilities.

The amounts of assets and liabilities reported in our consolidated balance sheets and the amounts of revenue and expenses reported for each of its periods presented are affected by estimates and assumptions, which are used for, but not limited to, the accounting for determination of standalone selling price for revenue recognition, allowance for credit losses, deferred contract costs, valuation of goodwill and other intangible assets, income taxes and related reserves, stock-based compensation, purchase price in a business combination, and earn-out liabilities.

Actual results and outcomes may differ from management’s estimates and assumptions due to risks and uncertainties.

AvePoint, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Comparative Data

Certain amounts from prior periods have been reclassed to conform to the current period presentation, including:

The reclassification of short-term investments to be included in prepaid expenses and other current assets on the consolidated balance sheets as of December 31, 2024;

• The reclassification of operating lease liabilities from accounts payable, accrued expenses and other current liabilities and other liabilities on the consolidated statements of cash flows for the years ended December 31, 2024 and 2023;

• The reclassification of repayments of finance leases, payments of debt issuance costs, and redemption of warrants to be included in other financing activities on the consolidated statements of cash flows for the years ended December 31, 2024 and 2023;

• The reclassification of indirect taxes, current operating lease liabilities, income taxes payable, cloud service fees, professional service fees and accrued partner expenses to be included in other on Note 8 to the consolidated financial statements for the year ended December 31, 2024.

Foreign Currency

3 unchanged sentences

Revenue and expenses are translated using average rates prevailing during the period.

Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other (expense) income, net in the Company’s consolidated statements of operations.

Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other income (expense), net in the Company’s consolidated statements of income (loss) .

Cash and Cash Equivalents

The Company maintains cash with several high credit-quality financial institutions.

The Company considers all investments available with original maturities of three months or less to be cash equivalents.

The Company maintains cash and cash equivalents with several high credit-quality financial institutions.

The Company considers its investments with original maturities of three months or less to be cash equivalents.

These investments are not subject to significant market risk.

5 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 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

Short-term investments consist mainly of certificates of deposit held by financial institutions which have an initial maturity of greater than three months but less than or equal to one year at period end.

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 income (expense), net in the accompanying consolidated statements of income (loss) .

Prepaid Expenses and Other Current Assets

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We evaluate long-lived assets, which include leasehold improvements and equipment subject to depreciation and amortization, for impairment whenever events or changes in business circumstances indicate that the carrying value of an asset may not be recoverable.

An impairment loss will be recognized when the aggregate of estimated undiscounted future cash flows expected to result from the use and the eventual disposition of the long-lived assets less than its carrying amount.

Impairment, if any, is determined based on the fair value of the long-lived asset.

There were no impairment charges recognized during the years ended December 31, 2025 , 2024 and 2023, respectively.

Business Combination

When we consummate a business combination, the assets acquired and the liabilities assumed are recognized separately from goodwill at their acquisition date fair values.

Goodwill as of the acquisition date is measured as the excess of the fair value of consideration transferred over the acquisition date fair value of the net identifiable assets acquired.

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

Goodwill represents the excess of the fair value of consideration transferred over the fair value of net identifiable assets acquired.

8 unchanged sentences

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 three years to ten years.

Intangible assets are amortized on a straight-line basis over their useful lives, 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.

2 unchanged sentences

Notes to Consolidated Financial Statements (continued)

Software Development Costs

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.

Costs to develop or obtain internal-use software 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.

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.

Internally developed software costs and implementation costs incurred in hosting arrangements required to be capitalized as defined by the accounting guidance are not material to our consolidated financial statements.

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

7 unchanged sentences

We generally use the base, non-cancelable, lease term when determining the lease assets and liabilities.

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.

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 income (loss).

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

2 unchanged sentences

Deferred Contract Costs

We defer sales commissions that are considered to be incremental and recoverable costs of obtaining or renewing SaaS, term license and support, service, perpetual license and maintenance contracts.

We defer sales commissions that are considered to be incremental and recoverable costs of obtaining or renewing SaaS, term license and support, service, and maintenance contracts.

The initial commissions are amortized over the anticipated period of asset benefit.

5 unchanged sentences

No impairment was recorded for the years ended December 31, 2025 , 2024 and 2023.

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.

Software Development Costs

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.

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.

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

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

Internally developed software costs required to be capitalized as defined by the accounting guidance are not material to our consolidated financial statements.

Amortization of deferred contract costs of $ 22.7 million, $ 20.9 million and $ 19.0 million for the years ended December 31, 2025 , 2024 and 2023, respectively, is included as a component of sales and marketing expenses in our consolidated statements of income (loss).

AvePoint, Inc.

13 unchanged sentences

Services revenue from managed services is recognized ratably on a straight-line basis over the contract term.

■ Maintenance revenue includes revenue from sales of perpetual license and related post-contract support.

■ Maintenance revenue includes revenue from sales of legacy perpetual licenses and related post-contract support.

Perpetual license revenue is recognized upfront upon delivery of the licensed product and/or the utility that enables the customer to access authorization keys, provided that an enforceable contract has been received.

2 unchanged sentences

In rare cases when the software and the related when-and-if available updates are critical to the combined utility of the software, the Company has determined this to be one performance obligation and revenue is recognized ratably over the license term.

Term license and perpetual license revenue recognized at point in time was $ 27.3 million, $ 31.4 million and $ 40.0 million for the years ended December 31, 2024 , 2023 and 2022, respectively.

Term license revenue recognized at point in time was $ 26.5 million, $ 27.3 million and $ 31.4 million for the years ended December 31, 2025 , 2024 and 2023, respectively.

The remaining revenue amount is recognized over time.

12 unchanged sentences

therefore, the Company’s products and services are generally not combined.

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

We allocate the transaction price for each contract to each performance obligation based on the relative standalone selling price for each performance obligation within each contract.

AvePoint, Inc.

36 unchanged sentences

135,089 200,956 71,257

( 1 ) Accounts receivable is inclusive of accounts receivable, net of allowance for doubtful accounts, current unbilled receivables and long-term unbilled receivables.

( 1 ) Accounts receivable is inclusive of accounts receivable, net of allowance for credit losses, current unbilled receivables and long-term unbilled receivables.

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

31 unchanged sentences

The weight we give to any particular item is, in part, dependent upon the degree to which it can be objectively verified.

Valuation allowances recorded against deferred tax assets increased by a net $ 3.3 million.

For additional information regarding our income taxes, refer to “ Note 10 - Income Taxes ”.

3 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 (loss) income 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 income (loss) and comprehensive loss and is captured within the net income (loss) in the consolidated statements of mezzanine equity and stockholders’ equity.

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

Redeemable noncontrolling interest is measured at the higher of its redeemable value and net income (loss) allocated to the redeemable noncontrolling interest, and is included in mezzanine equity on the consolidated balance sheets.

At each reporting period, we increase the carrying amount of the redeemable noncontrolling interest by periodic accretions using the interest method so that the carrying amount will equal the redemption amount on the date that the put option becomes exercisable.

These adjustments are recorded as net income attributable to noncontrolling interest on the consolidated statements of operations.

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

These adjustments are recorded as net income attributable to noncontrolling interest on the consolidated statements of income (loss).

Upon expiration of the underlying put option, the redeemable noncontrolling interest is reclassified to equity on the consolidated statements of mezzanine equity and stockholders’ equity.

Treasury Stock Retirement

7 unchanged sentences

Recently issued accounting pronouncements not yet effective

In December 2023, the FASB issued ASU No.

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.

The amendment in this ASU is effective on a prospective basis for annual periods beginning after December 15, 2024.

Early adoption is also permitted.

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.

8 unchanged sentences

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

In July 2025, the FASB issued ASU No.

2025 - 05, “Financial Instruments - Credit Losses (Topic 326 ):

Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ ASU 2025 - 05 ”).

ASU 2025 - 05 introduces a practical expedient to calculating current expected credit loss by assuming that the current conditions as of the balance sheet date will not change for the remaining life of the asset.

This expedient can only be applied to current accounts receivable and current contract assets.

ASU 2025 - 05 is effective on a prospective basis in annual reporting periods beginning after December 15, 2025 , and interim periods within those annual periods.

Early adoption is also permitted.

We are currently evaluating the impact from the adoption of ASU 2025 - 05 on our consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU No.

2025 - 06, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350 - 40 ):

Targeted Improvements to the Accounting for Internal-Use Software” (“ ASU 2025 - 06 ”).

ASU 2025 - 06 modernizes the capitalization criteria for internal-use software, eliminating references to project stages and instead requiring that projects meet completion probability criteria before costs can be capitalized.

ASU 2025 - 06 is effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods.

The amendments in this ASU may be applied using a prospective, retrospective, or modified transition approach.

Early adoption is also permitted.

We are currently evaluating the impact ASU 2025 - 06 will have on our consolidated financial statements and related disclosures.

AvePoint, Inc.

2 unchanged sentences

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.

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.

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

As a result, these financial statements represent the continuation of Legacy AvePoint and the historical stockholders’ deficiency.

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

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.

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

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

We assumed public and private placement warrants from Apex.

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

Ydentic Acquisition

On January 29, 2025 , the Company consummated its acquisition of 80 % of the outstanding shares of Ydentic Holding B.V., which owns 100 % of the outstanding equity interests of Ydentic B.V.

(together, “ Ydentic ”).

The acquisition was made pursuant to the Share Purchase Agreement, by and among the Company and the former Ydentic shareholders.

The Company completed the acquisition of Ydentic to further expand its SaaS solutions for providing robust, simple, centralized multi-tenant management for managed service providers (“ MSPs ”) that utilize Microsoft solutions.

The estimated fair value of the transaction consideration is approximately $ 20.4 million, consisting of $ 14.9 million in cash paid at closing and a $ 5.5 million unconditional purchase obligation with variability in the timing and amount of settlement.

The acquisition-related costs incurred by the Company totaled $ 1.3 million, of which $ 0.5 million was incurred during the year ended December 31, 2025 .

These costs are recognized as an expense in the general and administrative item in the consolidated statements of income (loss).

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

The Company established a deferred tax liability with an offset to goodwill in connection with the accounting for the opening balance sheet of the Ydentic 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 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, net

Intangible assets, net

Operating lease right-of-use assets

Accounts payable

Accrued expenses and other current liabilities

Current portion of deferred revenue

Long-term operating lease liabilities

Other 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 acquisition.

The following table summarizes the purchase price allocated to the intangible assets acquired:

Weighted Average Life

(in thousands)

Technology and software

Customer related assets

Fair value of intangible assets acquired

The estimated fair values of identifiable intangible assets were determined using the multiperiod excess earnings method and distributor method.

The multiperiod excess earnings method is a method of estimating the value of the primary income-generating intangible asset within a group of assets, by calculating the cash flow attributable to that asset after deducting contributory asset charges.

The distributor method is a form of the multiperiod excess earnings method that relies upon market-based distributor data to value customer relationship intangible assets.

Some of the significant assumptions inherent in the development of such asset valuations include revenues, contributory asset charges, discount rate and useful life.

The fair value of intangible assets is based on publicly available benchmarking information as well as assumptions in our valuation procedures.

Mandatorily Redeemable Noncontrolling Interest

As part of the acquisition, the Company agreed to purchase the remaining 20 % of the outstanding shares of Ydentic.

The unconditional purchase obligation is a liability-classified mandatorily redeemable noncontrolling interest with subsequent measurement at its estimated redemption value.

The liability was initially recognized as a level 3 investment at fair value of $ 5.5 million.

The Company estimated the fair value of the mandatorily redeemable noncontrolling interest using a Monte Carlo simulation model, with the significant input of risk-free rate at 4.27 %.

The model incorporated multiple random iterations, simulating various potential future price paths over the contractual life of the noncontrolling interest shares, based on appropriate probability distributions.

Subsequent to the initial measurement, mandatorily redeemable noncontrolling interests are measured at the higher of the initial recorded liability and the amount of cash that would be paid under the conditions specified in the applicable agreement, assuming settlement occurred as of the reporting date.

Any change in the estimated redemption amount compared to the prior reporting date is recognized as interest expense (income) in the consolidated statements of income (loss).

As of December 31, 2025 , the liability was $ 6.2 million, $ 1.9 million is included in accrued expenses and other current liabilities and $ 4.3 million is included in other liabilities within the consolidated balance sheets.

Under the agreement, the Company has a minimum obligation to purchase one - third of the outstanding shares of Ydentic on an annual basis.

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

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

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, 2025 and 2024 is presented below:

13 unchanged sentences

$ 19,801 $ ( 7,749 ) $ 12,052 $ 14,053 $ ( 5,164 ) $ 8,889

Amortization expense for intangible assets was $ 3.2 million, $ 2.5 million, and $ 2.1 million for the years ended December 31, 2025, 2024 and 2023, respectively.

As of December 31, 2025 , estimated future amortization expense for the intangible assets reflected above was as follows:

34 unchanged sentences

$ 36,938 $ 39,532

Indirect taxes

Current operating lease liabilities

Income taxes payable

Cloud service fees

Professional service fees

Accrued partner expenses

47,253 36,603

$ 84,191 $ 76,135

Line of Credit

The Company maintains a loan and security agreement (the “ Loan Agreement ”) with HSBC Bank USA, National Association (“ HSBC ”) , as lender, for a revolving line of credit of up to $ 30.0 million, with an accordion feature that provides up to $ 20.0 million of additional borrowing capacity the Company may draw upon at its request.

Of the $30.0 million line of credit, a sublimit of approximately $ 9.3 million is designated to facilitate the issuance of bank guarantees, including letters of credit.

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).

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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.

As of December 31, 2025 , the Company is compliant with all covenants under the line and had no borrowings outstanding under the line of credit.

3 unchanged sentences

Notes to Consolidated Financial Statements (continued)

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

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

Year Ended December 31,

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64,992 39,189 12,784

Pretax loss from continuing operations

Pretax income (loss) from continuing operations

$ 40,501 $ ( 24,399 ) $ ( 18,614 )

On July 4th, 2025, the One Big Beautiful Bill Act (the “ OBBBA ”) was enacted in the United States, which extended and modified certain provisions of the 2017 Tax Cuts and Jobs Act (the “ TCJA ”).

The OBBBA makes permanent keys elements of the TCJA, including 100 percent bonus depreciation and domestic research cost expensing.

The Company continues to evaluate the impact of the OBBBA’s provisions that take effect in future years.

The components of the provision (benefit) for income taxes consists of the following:

8 unchanged sentences

7,915 4,346 3,758

Deferred income tax expense (benefit):

State and local

Deferred income tax (benefit) expense:

( 2,534 ) 397 ( 871 )

Total deferred income tax expense (benefit)

Total deferred income tax (benefit) expense

( 2,534 ) 397 ( 871 )

1 unchanged sentence

$ 5,381 $ 4,743 $ 2,887

The reconciliation of the amounts at the U.S.

federal statutory income tax rate to the company’s effective income tax rate is as follows:

The effective income tax rate for the year ended December 31, 2025 differs from the statutory federal income tax rates as follows:

Year Ended December 31,

(in thousands, except percentages)

Federal Statutory Tax Rate

$ 8,505 21.0 %

State and Local Income Taxes, Net of Federal Income Tax Effect

Foreign Tax Effects

Valuation Allowance

( 2,518 ) ( 6.2 )%

Effect of Rates Different than Statutory

( 9 ) ( 0.1 )%

United Kingdom

Valuation Allowance

( 776 ) ( 1.9 )%

( 358 ) ( 0.9 )%

Effect of Rates Different than Statutory

( 5,381 ) ( 13.3 )%

Singapore Tax Credit

( 621 ) ( 1.5 )%

Return To Provision

( 1,068 ) ( 2.6 )%

( 60 ) ( 0.1 )%

Other foreign jurisdictions

( 948 ) ( 2.3 )%

Effect of Cross-Boarder Tax Laws

Global intangible low-tax income

Changes in Valuation Allowances

Nontaxable or Nondeductible items

Share based compensation

( 5,224 ) ( 12.9 )%

Executive compensation limitation

Changes in Unrecognized Tax Benefits

( 150 ) ( 0.4 )%

Other Adjustments

Return To Provision

Effective Tax Rate

$ 5,381 13.3 %

During the year ended December 31, 2025, state taxes in District of Columbia and New York City comprised greater than 50% of the tax effect in this category.

For the years ended December 31, 2024 and 2023, the effective income tax rate differs from the statutory federal income tax rates as follows:

Year Ended December 31,

(in thousands)

6 unchanged sentences

Executive compensation limitation

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

— ( 1,534 ) —

Transaction costs

Change in valuation allowance

3,866 1,794 12,844

Deferred rate change

3 unchanged sentences

Return-to-provision adjustments

2,095 274 ( 1,029 )

Permanent differences

$ 4,743 $ 2,887

( 141 ) 42 ( 193 )

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

AvePoint, Inc.

2 unchanged sentences

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

federal statutory rate primarily due to mix of pre-tax income (loss) results by jurisdictions taxed at different rates than 21 %, a permanent item recorded for the executive compensation limitation, and changes in valuation allowance in certain foreign jurisdictions.

federal statutory rate primarily due to mix of pre-tax income (loss) results by jurisdictions taxed at different rates than 21 %, a permanent item recorded for stock-based compensation, and changes in valuation allowance in the U.S.

and certain foreign jurisdictions.

Deferred income taxes are provided for the tax effect of temporary differences between the financial reporting basis and the tax basis of assets and liabilities.

9 unchanged sentences

Lease liability

Fair value of earn-out liability

Total Deferred Tax Assets

8 unchanged sentences

( 13,167 ) ( 11,833 )

Prepaid subscription

Unbilled receivable

6 unchanged sentences

$ ( 800 ) $ ( 2,020 )

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.

As of December 31, 2025 , the Company had net operating loss (“ NOL ”) carryforwards for state and local income tax of approximately $ 49.0 million, which may offset future taxable income.

The state NOL carryforwards expire beginning in 2026 .

The Company also has foreign NOL carryforwards of approximately $ 19.6 million, which will expire beginning in 2030 NOL carryforward periods vary from five years to indefinite.

Cash paid for income taxes, net of refunds, were as follows:

Year Ended December 31,

(in thousands)

Foreign Subtotal

US State and Local

State Subtotal

Total cash paid for income taxes, net of refunds

AvePoint, Inc.

11 unchanged sentences

On the basis of this evaluation, a valuation allowance of $ 27.9 million and $ 25.8 million was recorded as of December 31, 2025 and 2024 , respectively, against certain jurisdictions’ net deferred tax assets for which it is more likely than not that the tax benefit will not be realized.

The amount of the valuation allowance, however, could be reduced in the near term.

The exact timing will be based on the level of profitability that we are able to achieve and our visibility into future results.

Such a release would increase our effective tax rate in subsequent periods but would not affect cash paid for income taxes.

As of December 31, 2025, the Company did not provide any foreign withholding taxes related to its foreign subsidiaries’ undistributed earnings, as such earnings have been retained and are intended to be indefinitely reinvested to fund ongoing operations of the foreign subsidiaries.

4 unchanged sentences

$ 120 $ 134 $ 141

Additions based on tax positions related to the current year

Reduction for tax positions of prior years

Reduction for settlements

Expiration of applicable statute of limitations

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We determine if an arrangement is a lease at inception.

The components of the Company’s operating lease expenses 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 income (loss) as follows:

Year Ended December 31,

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As of December 31, 2025 , 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 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.

The letters of credit are secured by a sublimit of our line of credit (refer to “ Note 9 – Line of credit ” for further details) .

Commitments and Contingencies

1 unchanged sentence

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 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.

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 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.

2 unchanged sentences

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.

In February 2024, the Company committed to contribute $ 50.0 million to the Fund.

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

In December 2025, the Company entered into a five ‑year agreement under which the Company committed to consume $ 340.0 million of eligible IT services from December 1, 2025 through November 30, 2030.

The agreement includes a Year 1 minimum consumption milestone of $ 50.0 million, for which the vendor may invoice the Company for any shortfall as a prepayment that will be applied against future consumption.

AvePoint, Inc.

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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 ”).

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

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 executive officer in any action or proceeding arising out of their services as one of the Company’s directors or executive 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 Technology Acquisition Corporation (“ 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.

7 unchanged sentences

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.

Pursuant to a fully executed settlement agreement, releasing us and the Defendants and settling the class action, we contributed $ 1.4 million in the second quarter toward the full settlement amount of $ 14.4 million.

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

As of December 31, 2025 and 2024, an estimated accrual of $ 0.0 million and $ 1.4 million, respectively, 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 and a line of credit.

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

In the normal course of business, customers in certain geographies or in highly regulated sectors occasionally require contingency agreements for the completion of service projects, the completion of which are secured by a sublimit of our line of credit (refer to “ Note 9 — Line of credit ” for further details).

As of December 31, 2025 , letters of credit have been issued in the amount of $ 5.4 million, as security for the agreements.

15 unchanged sentences

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 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.

3 unchanged sentences

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.

The cumulative fair value of the shares issued and cash used for settlement amounted to $ 54.5 million.

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

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.

During the year ended December 31, 2023, an $ 11.1 million increase in liability was recognized and included as other income (expense), net in the consolidated statements of income (loss).

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

December 3 1, December 31,

December 3 1,

Term (in years) 4.5

2 unchanged sentences

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.

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

The private placement warrants are non-transferable and any transfer to an unrelated party would cause the warrants to be converted into public warrants.

1 unchanged sentence

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, 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.

On April 10, 2025 ( the “ Private Warrants Transfer Date ”), the private placement warrants were transferred to an unrelated party and converted into public warrants.

As a result, the public warrants were reclassified from other liabilities to additional paid-in capital in the consolidated balance sheets.

Following the reclassification, there were no remaining private placement warrants.

The fair value was remeasured as of the Private Warrants Transfer Date and December 31, 2024, and was determined to be $ 1.5 million and $ 1.9 million, respectively, and included in other liabilities in the consolidated balance sheets.

During the years ended December 31, 2025 , 2024 and 2023, a $ 0.4 million decrease, a $ 1.5 million increase, and a $ 0.3 million increase in liability was recognized, respectively, and included as other income (expense), net in the consolidated statements of income (loss).

Mezzanine Equity and Stockholders ’ Equity

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As a result, common stock amount, additional paid-in capital, and accumulated deficit in the consolidated balance sheet were reduced by $ 0.0 million, $ 15.3 million, and $ 34.4 million, respectively.

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

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.

4 unchanged sentences

Share Repurchase Program

On March 17, 2022, the Company announced that its Board of Directors authorized a new share repurchase program (the “ Share Repurchase Program ”) for the Company to buy back shares of its common stock.

On March 17, 2022, the Company announced that its Board of Directors authorized a three -year share repurchase program (the “ Share Repurchase Program ”), which was renewed for an additional three years on February 25, 2025.

Under the Share Repurchase Program, the Company has the authority to buy up to $ 150 million of common stock via acquisitions in the open market or privately negotiated transactions.

The Share Repurchase Program will remain open for a period of three years from the date of authorization and may be suspended or discontinued at any time.

The Share Repurchase Program may be suspended or discontinued at any time.

The Company is not obligated to make purchases of, nor is it obligated to acquire any particular amount of, common stock under the Share Repurchase Program.

1 unchanged sentence

Sponsor Earn-Out Shares

On July 1, 2021 the Company modified the terms of 2,916,700 shares of common stock (“ Sponsor Earn-Out Shares ”) then held by Apex’s sponsor, such that such shares will be subject to the following vesting provisions:

On July 1, 2021 the Company modified the terms of 2,916,700 shares of common stock (“ Sponsor Earn-Out Shares ”) then held by certain shareholders, such that such shares will be subject to the following vesting provisions:

■ 100% of the Sponsor Earn-Out Shares shall vest and be released if at any time through July 1, 2028, AvePoint’s stock price is greater than or equal to $15.00 (as adjusted for share splits, share capitalization, reorganizations, recapitalizations and the like) over any 20 trading days within any 30 -day trading period;

■ 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 treatment as outstanding common shares except that they were held in escrow and restricted from transfer until the vesting conditions described above were met.

The Sponsor Earn-Out Shares 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.

8 unchanged sentences

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.

The Company may call the public warrants for redemption as follows:

( 1 ) in whole and not in part;

( 2 ) at a price of $ 0.01 per warrant;

( 3 ) upon a minimum of 30 days prior written notice of redemption;

and ( 4 ) only if the last reported closing price of the common stock equals or exceeds $ 18.00 per share for any 20 trading days within a 30 trading day period ending on the 3rd trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

On June 6, 2025, the last sales price of the Company’s Common Stock was at least $ 18.00 per share on each of 20 trading days within a 30 -trading day period.

On July 16, 2025, the Company redeemed all 189,496 public warrants that remained outstanding as of July 11, 2025 ( the “ Redemption Date ”), at a redemption price of $ 0.01 per warrant.

During the year ended December 31, 2025, 14,625,054 warrants were exercised, with total cash proceeds of $ 168.2 million.

As of December 31, 2025, no warrants remained outstanding.

Redeemable Noncontrolling Interest

19 unchanged sentences

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.

On May 30, 2025, the Company repurchased all of the remaining outstanding interest of MaivenPoint from AEPL for an aggregate cash purchase price of $ 12.1 million.

Following the repurchase of the interest, the Company is the sole interest holder of MaivenPoint.

Growth Equity Fund

2 unchanged sentences

(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 ”).

In addition, the Company entered into a separate agreement with LCP to form 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.

4 unchanged sentences

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.

In September 2025, the Company decided to discontinue its participation in the Fund.

As a result, during the year ended December 31, 2025, the Company recorded a credit loss of $ 3.5 million, which was a non-cash investing activity, offset by a reduction of $ 0.8 million of accrued expenses.

Both were included in general and administrative in the consolidated statements of income (loss).

During the year ended December 31, 2025, the Company also recorded a $ 0.5 million interest loss included in other income (expense), net in the consolidated statements of income (loss).

As of December 31, 2025 , no portion of the Company’s $ 50.0 million commitment has been called or was callable.

As of December 31, 2025 and 2024 , an estimated payable of $ 1.6 million and $ 2.4 million, respectively, were included in accrued expenses and other current liabilities in the consolidated balance sheets.

AvePoint, Inc.

5 unchanged sentences

To date, the Company has issued only stock options, restricted stock and restricted stock units to employees, directors and consultants.

Stock-based compensation was included in the following line items in the consolidated statements of operations:

Stock-based compensation was included in the following line items in the consolidated statements of income (loss):

Year Ended December 31,

14 unchanged sentences

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

Certain of the Company’s stock option awards (the “ Officer Awards ”) included a provision that required the Company to redeem the vested portion of options at fair value in cash upon a separation of service initiated by the Company or upon death or disability of the holder.

The Company determined that the redemption feature required the Officer Awards to be classified in mezzanine equity prior to the Apex Business Combination.

For share-based payment arrangements with employees, the amount presented in mezzanine equity at each balance sheet date was based on the redemption provisions of the instrument and adjusted for the proportion of consideration received in the form of employee services.

The shares underlying the Officer Awards were puttable to the Company upon certain conditions, such as death or disability of the Officer Awards recipients, which the Company determined was not probable;

therefore, the Company reclassified the grant-date intrinsic value to mezzanine equity as the awards vested.

The Officer Awards were cancelled in 2021, concurrent with the Apex Business Combination.

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

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

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

As a result of the cancellation of the original Officer Awards, the $ 1.7 million mezzanine balance was reclassified to permanent equity on July 1, 2021, and the Company recognized $ 3.5 million in previously unrecognized compensation costs.

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

The weighted-average grant date fair value of options granted in the years ended December 31, 2025 , 2024 and 2023 was $ 8.34 , $ 4.26 and $ 2.49 , respectively.

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:

2024 2023 2022

Expected term (in years)

Expected volatility

55.6 % 55.9 % 59.2 %

Risk-free rate

4.1 % 4.1 % 3.6 %

Dividend yield

39 unchanged sentences

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.

The compensation costs for RSUs are recognized using the straight-line attribution method over the requisite 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.

25 unchanged sentences

The stock options underlying the Earn-Out RSUs vest over a four -year period and expire on the tenth anniversary of the date of award.

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

If the contingent milestones of the Earn-Out RSUs are not met by July 1, 2028, 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.

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

AvePoint, Inc.

9 unchanged sentences

Level 3 — Unobservable inputs for the asset or liability.

Year Ended December 31,

(in thousands)

6 unchanged sentences

— 189,012 — 189,012

Short term investments:

Prepaid expenses and other current assets

Certificates of deposit (1)

1 unchanged sentence

Certificates of deposit (1)

Notes receivables (2)

$ — $ 195,380 $ — $ 195,380

Accrued expenses and other current liabilities:

Mandatorily redeemable noncontrolling interest (2)

$ — $ — $ 1,839 $ 1,839

Other liabilities:

Warrant liabilities (3)

Mandatorily redeemable noncontrolling interest (2)

— — 3,704 3,704

3 unchanged sentences

Notes to Consolidated Financial Statements (continued)

Year Ended December 31,

(in thousands)

6 unchanged sentences

— 181,210 — 181,210

Short term investments:

Prepaid expenses and other current assets

Certificates of deposit (1)

— 3,721 — 3,721

Other assets:

Certificates of deposit (1)

Notes receivables (3)

1 unchanged sentence

$ — $ 187,106 $ 3,938 $ 191,044

Earn-out shares liabilities:

Earn-out shares (3)

$ — $ — $ 18,346 $ 18,346

Other liabilities:

1 unchanged sentence

$ — $ 1,861 $ — $ 1,861

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

( 2 ) The fair value of mandatorily redeemable noncontrolling interest is based on discounted redemption value using risk-free rates offered for similar financing with the same remaining maturities.

( 3 ) 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 ”).

1 unchanged sentence

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.

As of December 31, 2024 , the LCP Notes Receivable in the amounts of $ 3.8 million was included in other assets within the consolidated balance sheets.

Fair value is 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.

( 4 ) 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, 2025 and 2024 , respectively.

Year Ended December 31,

(in thousands)

Amortized Cost

Gross Unrealized Losses

Gross Unrealized Gains

treasury bills

1 unchanged sentence

$ 189,007 $ 189,012 $ 5

Year Ended December 31,

(in thousands)

Amortized Cost

Gross Unrealized Gains

Gross Unrealized Losses

treasury bills

1 unchanged sentence

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

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

The contractual maturity of the available-for-sale securities held as of December 31, 2025 and 2024 was within one year.

AvePoint, Inc.

1 unchanged sentence

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.

Year Ended December 31,

(in thousands)

Opening balance

Total losses from the period

Included in other (expense) income, net

Reclass from earn-out RSUs

Purchases, issues, sales and settlements

Settlements in shares and cash

Closing balance

Segment Information

4 unchanged sentences

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

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

14 unchanged sentences

62,460 89,674 52,552

Net income (loss)

$ 35,120 $ ( 29,142 ) $ ( 21,501 )

31 unchanged sentences

Notes to Consolidated Financial Statements (continued)

Other (expense) income, net

Other (expense) income, net is disaggregated as follows:

Other Income (Expense), net

Other income (expense), net is disaggregated as follows:

Year Ended December 31,

(in thousands)

(Loss) gain on earn-out and warrant liabilities

$ ( 37,276 ) $ ( 11,454 ) $ 4,497

Interest income (expense), net

Gain (loss) on earn-out and warrant liabilities

$ 408 $ ( 37,276 ) $ ( 11,454 )

Interest income, net

Profits on securities (1)

8,395 9,241 8,895

Foreign currency exchange (loss) gain, net

Foreign currency exchange loss, net

( 6,172 ) ( 660 ) ( 778 )

266 ( 3,036 ) 48

Other (expense) income, net

Other income (expense), net

$ 7,466 $ ( 31,565 ) $ ( 3,263 )

1 unchanged sentence

treasury bills.

Loss Per Share

Basic loss per share available to the Company’s common shareholders (“ EPS ”) is computed by dividing net loss by the weighted average number of common shares outstanding for the period.

In computing diluted EPS, the Company adjusts the denominator, subject to anti-dilution requirements, to include the dilution from potential shares of common stock resulting from outstanding share-based payment awards, warrants, earn-outs and the conversion of convertible preferred shares.

Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing total net income (loss) by the weighted average number of common shares outstanding for the period.

In computing diluted net income (loss), the Company adjusts the denominator, subject to anti-dilution requirements, to include the dilution from potential shares of common stock resulting from outstanding share-based payment awards, warrants, and Company Earn-Outs.

The Company applies the two -class method in calculating loss per share.

1 unchanged sentence

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 until vested.

Year Ended December 31,

1 unchanged sentence

per share amounts)

Loss per share available to common stockholders, excluding sponsor earn-out stockholders

Net income (loss) per share available to common stockholders, excluding sponsor earn-out stockholders

Net income (loss)

$ 35,120 $ ( 29,142 ) $ ( 21,501 )

Net (loss) income attributable to noncontrolling interest

Net income (loss) attributable to noncontrolling interest

321 ( 52 ) 224

Total net loss available to common stockholders

Total net income (loss) available to common stockholders

$ 34,799 $ ( 29,090 ) $ ( 21,725 )

2 unchanged sentences

Effect of dilutive securities

Stock options

Weighted average diluted shares

229,293 183,721 182,257

Basic and diluted loss per share available to common stockholders, excluding sponsor earn-out stockholders

Basic net income (loss) per share available to common stockholders, excluding sponsor earn-out stockholders

$ 0.17 $ ( 0.16 ) $ ( 0.12 )

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.

Diluted net income (loss) per share available to common shareholders, excluding sponsor earn-out shareholders

$ 0.15 $ ( 0.16 ) $ ( 0.12 )

To arrive at net income (loss) available to common stockholders, during the years ended December 31, 2025, 2024, and 2023, the Company deducted net income attributable to the noncontrolling interest in MaivenPoint.

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.

As such, basic loss per share is equal to diluted loss per share for the periods presented.

The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported:

The following table includes the total potentially dilutive securities for the years ended December 31, 2025, 2024 and 2023, which have been excluded from the computation of diluted net income (loss) per share as their effect is anti-dilutive:

Year Ended December 31,

2 unchanged sentences

80 23,280 27,192

Restricted stock units

7 9,660 10,703

— 14,815 17,905

Company Earn-Outs

— 3,000 3,000

Total potentially dilutive securities

Earn-out shares

87 47,755 58,800

Related Party Transactions

The Company has entered into indemnification agreements with its Executive Officers and directors.

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

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.

may hereafter be amended) for certain expenses, including attorneys’ fees, judgments, fines, and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as

one of the Company’s directors or executive officers or any other company or enterprise to which the person provides services at the Company’s request.

Subsequent Events

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.

No material subsequent event occurred since the date of the most recent balance sheet period reported.

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