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): December 30,
2020 (December 22, 2020)
APEX
TECHNOLOGY ACQUISITION CORPORATION
(Exact
Name of Registrant as Specified in Charter)
|
Delaware |
|
001-39048 |
|
83-4461709 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
|
533
Airport Blvd, Suite 400
Burlingame,
California
|
|
94010 |
|
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (619)
736-6855
Not
Applicable
(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 (see General
Instruction A.2. below):
| ☒ |
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 |
| |
|
|
|
|
| Units,
each consisting of one share of Class A Common Stock and one-half
of one Redeemable Warrant |
|
APXTU |
|
The
NASDAQ Stock Market LLC |
| |
|
|
|
|
| Class
A Common Stock, par value $0.0001 per share |
|
APXT |
|
The
NASDAQ Stock Market LLC |
| |
|
|
|
|
| Warrants,
each exercisable for one share of Class A Common Stock for $11.50
per share |
|
APXTW |
|
The
NASDAQ Stock Market LLC |
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
1.01 Entry into a Material Definitive Agreement.
On
December 30, 2020, Apex Technology Acquisition Corp., a Delaware
corporation (the “Company”) entered into Amendment No. 1 to
the Business Combination Agreement and Plan of Reorganization (the
“Amendment”). The Amendment amends that certain Business
Combination Agreement and Plan of Reorganization (the “Business
Combination Agreement”), dated November 23, 2020, by and among
the Company, Athena Technology Merger Sub, Inc., a Delaware
corporation (“Merger Sub 1”), Athena Technology Merger Sub
2, LLC, a Delaware limited liability company (“Merger Sub
2”) and AvePoint, Inc., a Delaware corporation
(“AvePoint”). Under the Business Combination Agreement,
Merger Sub 1 will be merged with and into AvePoint (the “First
Merger”), with AvePoint surviving the First Merger as a wholly
owned subsidiary of the Company, and promptly following the First
Merger, AvePoint will be merged with and into Merger Sub 2 (the
“Second Merger”), with Merger Sub 2 surviving the Second
Merger as a wholly owned subsidiary of the Company. The Amendment
updates certain defined terms and a schedule to the Business
Combination Agreement.
The
foregoing description of the Amendment does not purport to be
complete and is qualified in its entirety by the terms and
conditions of the Amendment, a copy of which is attached hereto as
Exhibit 2.1, and the Business Combination Agreement, which is filed
as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed
with the Securities and Exchange Commission on November 23, 2020,
each of which is incorporated herein by reference.
Item
5.07 Submission of Matters to a Vote of Security
Holders.
On
December 22, 2020, the Company held its 2020 annual meeting of
stockholders (the “Meeting”). At the Meeting, stockholders
(i) re-elected two directors to serve as the Class I directors on
the Company’s board of directors (the “Board”) until the
2023 annual meeting of stockholders or until their successors are
duly elected and qualified and (ii) ratified the selection by the
audit committee of the Board of WithumSmith+Brown, PC
(“Withum”) to serve as the Company’s independent registered
public accounting firm for the year ending December 31,
2020.
Set
forth below are the final voting results for each of the
proposals:
Proposal No. 1 – Election of directors
David
Chao and Donna Wells were re-elected to serve as the Class I
directors. The voting results were as follows:
| |
|
For |
|
|
Against |
|
|
Abstain |
|
|
Broker Non-Votes |
| David Chao |
|
|
20,466,689 |
|
|
|
0 |
|
|
|
4,102,847 |
|
|
N/A |
| Donna Wells |
|
|
20,470,767 |
|
|
|
0 |
|
|
|
4,098,769 |
|
|
N/A |
Proposal No. 2 – Ratification of independent registered public
accounting firm
The
stockholders ratified the selection of Withum to serve as the
Company’s independent registered public accounting firm for the
year ending December 31, 2020. The voting results were as
follows:
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
| 24,522,969 |
|
20,747 |
|
|
25,820 |
|
N/A |
Important Information About the Business Combination and
Where to Find It
In connection with the proposed Business Combination,
Apex intends to file the Proxy with the SEC. Apex will mail a
definitive proxy statement and other relevant documents to its
stockholders. Apex’s stockholders and other interested persons are
advised to read, when available, the preliminary proxy statement
and any amendments thereto and the definitive proxy statement and
documents incorporated by reference therein filed in connection
with the Business Combination, as these materials will contain
important information about AvePoint, Apex and the Business
Combination. When available, the definitive proxy statement
and other relevant materials for the Business Combination will be
mailed to stockholders of AvePoint as of a record date to be
established for voting on the Business Combination. INVESTORS ARE
URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT
MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
COMPANY AND THE TRANSACTION. Stockholders will also be able to
obtain copies of the preliminary proxy statement, the definitive
proxy statement and other documents filed with the SEC that will be
incorporated by reference therein, without charge, once available,
at the SEC’s website at www.sec.gov, or by directing a request to:
Apex Technology Acquisition Corp., 533 Airport Blvd., Suite 400,
Burlingame, CA 94010, Attention: Secretary, (619) 736-6855.
Participants in the Solicitation
Apex and its directors and executive officers may be deemed
participants in the solicitation of proxies from Apex’s
stockholders with respect to the Business Combination. A list of
the names of those directors and executive officers and a
description of their interests in Apex is contained in Apex’s
annual report on Form 10-K for the fiscal year ended December 31,
2019, which was filed with the SEC on March 27, 2020 and is
available free of charge at the SEC’s website at www.sec.gov, or by
directing a request to Apex Technology Acquisition Corp., 533
Airport Blvd., Suite 400, Burlingame, CA 94010, Attention:
Secretary, (619) 736-6855. Additional information regarding the
interests of such participants will be contained in the Proxy.
AvePoint and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the
stockholders of Apex in connection with the Business Combination. A
list of the names of such directors and executive officers and
information regarding their interests in the Business Combination
will be included in the Proxy.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
The
following exhibit is being filed herewith:
* Certain exhibits and
schedules to this Exhibit have been omitted in accordance with
Regulation S-K Item 601(a)(5). The Company agrees to supplementally
furnish a copy of any omitted exhibit or schedule to the SEC upon
its request.
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:
December 30, 2020
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APEX
TECHNOLOGY ACQUISITION CORPORATION |
|
|
|
|
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By: |
/s/
Jeff Epstein |
| |
Name: |
Jeff Epstein |
| |
Title: |
Co-Chief
Executive Officer |
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