Business Context and Reporting Period
This Form 8-K was filed by Apex Technology Acquisition Corporation (the "Company") on March 8, 2021. The filing reports the entry into Amendment No. 2 to the Business Combination Agreement and Plan of Reorganization with AvePoint, Inc. The transaction involves a two-step merger where AvePoint will become a wholly owned subsidiary of the Company. The filing serves as a current report of this material definitive agreement and directs investors to upcoming proxy statements for detailed transaction information.
Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity for either Apex Technology Acquisition Corporation or AvePoint, Inc. This document is a legal notice of an agreement amendment rather than a financial performance report.
Material Changes
The primary material change reported is the execution of Amendment No. 2 to the Business Combination Agreement originally dated November 23, 2020, and previously amended on December 30, 2020. The Second Amendment updates certain defined terms within the agreement. No other material changes to financial status or operations are disclosed in this specific filing.
Guidance, Outlook, and Risks
- Outlook: The Company intends to file a proxy statement with the SEC regarding the proposed business combination. Stockholders will be mailed a definitive proxy statement containing important information about the transaction.
- Management Commentary: Management urges investors to read the definitive proxy statement and other relevant materials carefully when they become available, as these documents will contain critical details about the Company and the transaction.
- Risks and Contingencies: The filing notes that the description of the Second Amendment is not complete and is qualified in its entirety by the terms of the attached exhibit. The transaction is contingent upon the approval of stockholders and the filing of the proxy statement.
Key Facts for Investor Verification
- Verify the specific terms updated in Amendment No. 2 by reviewing Exhibit 2.1 attached to this filing.
- Monitor the SEC website (www.sec.gov) for the preliminary and definitive proxy statements regarding the Apex-AvePoint business combination.
- Confirm the record date for voting on the business combination once established by the Company.
- Review the Company's Form 10-K for the fiscal year ended December 31, 2019, for details on directors and executive officers deemed participants in the proxy solicitation.