Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 25, 2024

AVEPOINT, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39048	83-4461709
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

525 Washington Boulevard Suite 1400

Jersey City, New Jersey 07310

(Address of Principal Executive Offices) (Zip Code)

(201) 793-1111

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	AVPT	The Nasdaq Global Select Market
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share	AVPTW	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On September 26, 2024, AvePoint, Inc. (“AvePoint” or the “Company”) announced the expiration and results of its offer to purchase (the “Offer”) all of its outstanding public warrants (the “Warrants”) to purchase shares of its common stock, par value $0.0001 per share, at a purchase price of $2.50 per Warrant in cash, without interest. AvePoint has been advised that, as of the expiration of the Offer, 1,596,314 Warrants had been validly tendered and not validly withdrawn, representing approximately 9.1% of the outstanding Warrants. The Company has accepted all validly tendered Warrants for purchase and expects to settle such purchase promptly.

In addition, AvePoint also announced the results of its consent solicitation (the “Consent Solicitation”) to amend the Warrant Agreement, dated September 16, 2019, by and between Apex Technology Acquisition Corporation and Continental Stock Transfer & Trust Company (the “Warrant Agreement”), to permit AvePoint to redeem each outstanding Warrant for $2.00 in cash, without interest (such amendment, the “Warrant Amendment”). Because the holders of less than 50.1% of the Warrants consented to the Warrant Amendment, which is the requisite consent threshold set by the Warrant Agreement, the Warrant Amendment was not approved.

A copy of the press release announcing the results of the Offer and Consent Solicitation is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description

99.1		Press Release, dated as of September 26, 2024, issued by AvePoint, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 26, 2024

AVEPOINT, INC.


By:	/s/ Brian Michael Brown
	Name:	Brian Michael Brown
	Title:	Chief Legal & Compliance Officer and Secretary

Exhibit 99.1

AvePoint Announces Expiration and Results of the Offer to Purchase and Consent Solicitation Relating to its Warrants

JERSEY CITY, NJ – SEPTEMBER 26, 2024 — AvePoint, Inc. (“AvePoint” or the “Company”) (Nasdaq: AVPT, AVPTW), the global leader in robust data management and data governance, today announced the expiration of its offer to purchase (the “Offer”) all of its outstanding Warrants (as defined below) at a purchase price of $2.50 per Warrant in cash, without interest.

AvePoint’s offer to purchase 17,576,241 publicly traded warrants which were publicly issued and sold as part of the units in the initial public offering of Apex Technology Acquisition Corporation (“Apex”) consummated on September 19, 2019, and which entitle such warrant holders to purchase one share of AvePoint’s common stock, par value $0.0001 per share, at an exercise price of $11.50, subject to certain adjustments (the “Warrants”), expired at 12:00 midnight, Eastern Time, at the end of the day on September 24, 2024 (the “Expiration Date”).

AvePoint has been advised that, as of the Expiration Date, 1,596,314 Warrants had been validly tendered and not validly withdrawn, representing approximately 9.1% of the outstanding Warrants. The Company has accepted all validly tendered Warrants for purchase and expects to settle such purchase promptly. Pursuant to the terms of the Offer, holders of Warrants that were validly tendered and not validly withdrawn prior to the Expiration Date will receive $2.50 for each Warrant tendered. The Company expects to pay an aggregate of approximately $4.0 million in cash to purchase the validly tendered Warrants.

AvePoint also solicited consents (the “Consent Solicitation”) to amend the Warrant Agreement, dated September 16, 2019, by and between Apex and Continental Stock Transfer & Trust Company (the “Warrant Agreement”), which governs all of the Warrants, to permit AvePoint to redeem each outstanding Warrant not tendered in the Offer for $2.00 in cash, without interest, which is approximately 20% less than the price applicable to the Offer (such amendment, the “Warrant Amendment”). Pursuant to the terms of the Warrant Agreement, the adoption of the Warrant Amendment required the consent of holders of at least 50.1% of the then outstanding Warrants.

As of the Expiration Date, parties representing holders of approximately 9.1% of the outstanding Warrants consented to the Warrant Amendment in the Consent Solicitation. Accordingly, because holders of less than 50.1% of the outstanding Warrants agreed to consent to the Warrant Amendment in the Consent Solicitation, the Warrant Amendment was not approved.

The Offer and Consent Solicitation were made pursuant to an Offer to Purchase, initially dated August 27, 2024 (the “Offer to Purchase”), and a combined Tender Offer Statement and Rule 13e-3 Transaction Statement on Schedule TO (the “Schedule TO”), initially dated August 27, 2024, each as amended and supplemented from time to time, and each of which have been filed with the U.S. Securities and Exchange Commission (“SEC”) and more fully set forth in the terms and conditions of the Offer and Consent Solicitation. AvePoint will file a final amendment to its Schedule TO to disclose the final results of the Offer.

The Company’s common stock and Warrants are listed on The Nasdaq Stock Market LLC under the symbols “AVPT” and “AVPTW,” respectively.

Evercore Group L.L.C. was the Dealer Manager for the Offer and Consent Solicitation. Sodali & Co. was the Information Agent for the Offer and Consent Solicitation, and Continental was the Warrant Agent for the Offer and Consent Solicitation.

Disclaimer

This announcement is for informational purposes only and shall not constitute an offer to purchase or a solicitation of an offer to sell the Warrants. The Offer and Consent Solicitation were made only through the Schedule TO and Offer to Purchase, and the complete terms and conditions of the Offer and Consent Solicitation are set forth in the Schedule TO and Offer to Purchase.

Press Release | 1

About AvePoint:

Securing the Future. AvePoint is a global leader in data management and data governance, and over 21,000 customers worldwide rely on our solutions to modernize the digital workplace across Microsoft, Google, Salesforce and other collaboration environments. AvePoint's global channel partner program includes over 3,500 managed service providers, value added resellers and systems integrators, with our solutions available in more than 100 cloud marketplaces. To learn more, visit www.avepoint.com.

Forward-Looking Statements:

This press release contains certain forward-looking statements that are subject to risks, uncertainties and other factors. All statements other than statements of historical fact are statements that could be deemed forward looking statements, including statements regarding the timing and amount of payments to purchase the validly tendered Warrants. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: changes in the competitive and regulated industries in which AvePoint operates, variations in operating performance across competitors, changes in laws and regulations affecting AvePoint’s business and changes in AvePoint’s ability to implement business plans, forecasts, and ability to identify and realize additional opportunities, and the risk of downturns in the market and the technology industry. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of AvePoint’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q. Copies of these and other documents filed by AvePoint from time to time are available on the SEC's website, www.sec.gov. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and AvePoint does not assume any obligation and does not intend to update or revise these forward-looking statements after the date of this release, whether as a result of new information, future events, or otherwise, except as required by law. AvePoint does not give any assurance that it will achieve its expectations. Unless the context otherwise indicates, references in this press release to the terms “AvePoint”, “the Company”, “we”, “our” and “us” refer to AvePoint, Inc. and its subsidiaries.

Investor Contact
AvePoint
Jamie Arestia
ir@avepoint.com
(551) 220-5654

Media Contact
AvePoint
Nicole Caci
pr@avepoint.com
(201) 201-8143

Press Release | 2

Document And Entity Information	Sep. 25, 2024
Document Information [Line Items]
Entity, Registrant Name	AVEPOINT, INC.
Document, Type	8-K
Document, Period End Date	Sep. 25, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-39048
Entity, Tax Identification Number	83-4461709
Entity, Address, Address Line One	525 Washington Boulevard Suite 1400
Entity, Address, City or Town	Jersey City
Entity, Address, State or Province	NJ
Entity, Address, Postal Zip Code	07310
City Area Code	201
Local Phone Number	793-1111
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001777921
CommonStockParValue00001PerShare Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	AVPT
Security Exchange Name	NASDAQ
WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtAnExercisePriceOf1150PerShare Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
Trading Symbol	AVPTW
Security Exchange Name	NASDAQ