Business Context and Reporting Period
This Form 8-K is filed by Apex Technology Acquisition Corporation (a Special Purpose Acquisition Company or SPAC), not Avepoint, Inc. The report date is May 12, 2021, covering an event that occurred on May 6, 2021. The filing addresses a non-reliance on previously issued financial statements due to new SEC staff guidance regarding the accounting treatment of warrants.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures for the current period. It explicitly states that the prior accounting treatment of warrants as equity rather than liabilities did not have any effect on the Company's previously reported operating expenses, cash flows, or cash balances.
Material Changes Versus Prior Period
- Accounting Reclassification: The Company concluded that its outstanding warrants must be reclassified from components of equity to derivative liabilities.
- Non-Reliance Declaration: Investors are advised not to rely on audited financial statements for the years ended December 31, 2020 and 2019, and quarterly reports for periods ending between March 31, 2020, and September 30, 2020.
- Restatement: The Company will restate historical financial results for the "Non-Reliance Periods" to reflect this change in accounting treatment.
Guidance, Outlook, and Risks
Management Commentary: The decision to restate was made by the Audit Committee following consultation with management and the independent registered public accounting firm, triggered by the SEC Staff Statement on April 12, 2021, regarding SPAC warrant accounting.
Risks and Contingencies: The primary risk identified is the potential misstatement of equity and liabilities in prior filings. The filing notes that while the balance sheet classification changes, the impact on operating expenses and cash flow is nil.
Important Facts for Investor Verification
- Verify the upcoming restated financial statements to understand the impact on the balance sheet (specifically the reclassification of warrants to liabilities).
- Confirm that the filing entity is Apex Technology Acquisition Corporation (APXT), not Avepoint, Inc.
- Note that while the balance sheet will change, the filing asserts no impact on previously reported cash flows or operating expenses.
- Review the specific terms of the warrants (exercise price $11.50) to understand the liability valuation methodology in future filings.