3 unchanged sentences
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, 2025.
−Removed: Previously Disclosed Material Weaknesses
−Removed: 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.
−Removed: 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.
−Removed: The Remediation Plan consisted of, but was not limited to
−Removed: enhancing the design of controls that address the accuracy and completeness of reports being utilized in the execution of internal controls;
−Removed: 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
−Removed: We have implemented documented policies and procedures for, and have tested the design, implementation, and operating effectiveness of, the newly designed and enhanced controls.
−Removed: 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
5 unchanged sentences
Changes in Internal Control over Financial Reporting
−Removed: Other than described above, there have been no changes in our internal control over financial reporting during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There have not been any changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Report of Independent Registered Public Accounting Firm
31 unchanged sentences
A list of our executive officers and biographical information appears in Part I, Item 1 of this Annual Report.
−Removed: Information about our directors may be found in our Proxy Statement to be filed in connection with our 2025 Annual Meeting of Stockholders (the “ Proxy Statement ”) within 120 days after the end of fiscal year ended December 31, 2024.
−Removed: The information required by this item is hereby incorporated by reference to the sections of the Proxy Statement under the captions “Corporate Governance,” “Election of Directors,” and “Named Executive Officers.”
+Added: All other information required by this item is hereby incorporated by reference to the sections of our Proxy Statement to be filed in connection with our 2026 Annual Meeting of Stockholders (the “ Proxy Statement ”) within 120 days after the end of fiscal year ended December 31, 2025 under the captions "Information About Nominees and Continuing Directors," "Board Committees," and "Delinquent Section 16 (a) Reports".
We have adopted the AvePoint, Inc.
−Removed: Code of Ethics and Business Conduct (the “ Code ”), a code of ethics that applies to our employees, officers, and directors (including our Principal Executive Officer and Principal Financial and Accounting Officer) and is a “Code of Ethics for Senior Financial Officers” as defined by applicable rules of the SEC.
−Removed: The Code is publicly available on our Investor Relations website at https://ir.avepoint.com/.
+Added: Code of Ethics and Business Conduct (the “ Code ”), a code of ethics that applies to our directors, officers, and employees (including our Principal Executive Officer and Principal Financial and Accounting Officer) and is a “Code of Ethics for Senior Financial Officers” as defined by applicable rules of the SEC.
+Added: We have also adopted the AvePoint, Inc.
+Added: Insider Trading Policy (the “ Insider Trading Policy ”) governing the purchase, sale and other dispositions of our securities by our directors, executive officers, and employees.
+Added: A copy of the Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report.
+Added: The Code and the Insider Trading Policy are publicly available on our Investor Relations website at https://ir.avepoint.com/.
Information contained on or accessible through this website is not a part of this Annual Report, and the inclusion of such website address in this Annual Report is an inactive textual reference only.
−Removed: If we make any substantive amendments to the Code or grant any waiver, including any implicit waiver, from a provision of the code to our Executive Officers or directors, we will disclose the nature of the amendment or waiver on our Investor Relations website or in a report on Form 8-K to the extent required by applicable rules and exchange requirements.
+Added: If we make any substantive amendments to the Code, or grant any waiver, including any implicit waiver, from a provision of the Code, that apply to our principal executive officer, principal financial officer, principal accounting officer or controller or any person performing similar functions, we intend to satisfy our disclosure obligations, if any, with respect to any such amendment or waiver by posting such information on our website set forth above rather than by filing a Current Report on Form 8 -K.
+Added: The additional information required by this item is hereby incorporated by reference to the sections of the Proxy Statement under the captions “Corporate Governance” and “Named Executive Officers.”
EXECUTIVE COMPENSATION
4 unchanged sentences
The information required by this item is hereby incorporated by reference to the sections of the Proxy Statement under the captions “Transactions with Related Persons” and “Board Leadership Structure.”
−Removed: PRINCIPAL ACCOUNTING FEES AND SERVICES
+Added: PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is hereby incorporated by reference to the section of the Proxy Statement under the caption “Independent Registered Public Accounting Firm.”
11 unchanged sentences
Specimen Common Stock Certificate.
−Removed: Specimen Warrant Certificate.
−Removed: August 30, 2019
Description of Capital Stock.
−Removed: March 31, 2023
−Removed: Warrant Agreement, dated September 16, 2019, by and between Continental Stock Transfer & Trust Company and Apex.
−Removed: September 20, 2019
Form of Indemnification Agreement.
9 unchanged sentences
Form of RSU Grant Package under AvePoint 2021 Equity Incentive Plan.
+Added: Form of PSU Grant Package under AvePoint.
AvePoint 2021 Employee Stock Purchase Plan.
7 unchanged sentences
Employment Agreement, dated February 25, 2025, by and between AvePoint and James Caci.
+Added: February 28, 2025
2022 Performance-Based Annual Incentive Plan .
75 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.