Business Context and Reporting Period
This Form 8-K reports the consummation of the Initial Public Offering (IPO) by Apex Technology Acquisition Corporation (not Avepoint, Inc., as indicated in the metadata). The report date is September 20, 2019, covering events occurring on September 16 and September 19, 2019. The company is a Delaware corporation and an emerging growth company.
Key Financial Metrics
- Units Sold: 35,000,000 Units in the IPO (including 4,500,000 from the over-allotment option).
- Offering Price: $10.00 per Unit.
- Gross Proceeds (IPO): $350,000,000.
- Private Placement: 810,000 Units sold to the Sponsor and underwriter at $10.00 per unit, generating $8,100,000.
- Total Gross Proceeds: $358,100,000.
- Trust Account Funding: $350,000,000 deposited into a trust account (comprising $341,900,000 from IPO proceeds including deferred underwriting discounts and $8,100,000 from private placement).
- Warrant Exercise Price: $11.50 per share.
Material Changes
The filing represents the company's transition from a private entity to a publicly traded company on The NASDAQ Stock Market LLC. There are no prior comparable periods for revenue or operating metrics as this is a Special Purpose Acquisition Company (SPAC) formation filing. The primary material change is the capitalization of the company and the establishment of a trust account to fund a future business combination.
Outlook, Risks, and Contingencies
- Business Combination Deadline: The company must complete an initial business combination within 24 months from the closing of the IPO (by September 2021).
- Redemption Rights: Public shareholders may redeem their shares if the company fails to complete a business combination within the 24-month period or if they vote against an amendment to the certificate of incorporation regarding redemption obligations.
- Trust Account Restrictions: Funds in the trust account generally cannot be released until the completion of a business combination, a redemption event, or the dissolution of the company. Interest earned may be used to pay taxes, with up to $100,000 reserved for dissolution expenses.
- Deferred Underwriting Discount: $13,150,000 of the underwriting discount is deferred and held in the trust account.
Investor Verification Checklist
- Verify the exact closing date of the IPO (September 19, 2019) versus the pricing date (September 16, 2019).
- Confirm the total amount held in the trust account ($350,000,000) and the specific terms regarding the release of funds.
- Review the Amended and Restated Certificate of Incorporation (Exhibit 3.1) for specific redemption thresholds and voting rights.
- Check the Underwriting Agreement (Exhibit 1.1) for details on the deferred underwriting discount and over-allotment terms.
- Confirm the identity of the Sponsor (Apex Technology Sponsor LLC) and the terms of the Private Placement Units.