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:

 

Exhibit No.    Description
     
1.1*   Amendment No. 1 to the Business Combination Agreement and Plan of Reorganization, dated December 30, 2020.

 

* 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.

 

 

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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

 

  APEX TECHNOLOGY ACQUISITION CORPORATION
     
  By: /s/ Jeff Epstein
  Name: Jeff Epstein
  Title: Co-Chief Executive Officer

 

 

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