☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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AvePoint, Inc.
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(Exact name of registrant as specified in its charter)
|
Delaware
|
83-4461709
|
|
(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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525 Washington Blvd,
Suite 1400
Jersey City, NJ 07310
|
(Address of Principal Executive Offices, including zip code)
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(201)
793-1111
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(Registrant’s telephone number, including area code)
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(Former name, former address and former fiscal year, if changed since last report)
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Title of each class
|
Trading
Symbol(s)
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Name of each exchange
on which registered
|
||
Class A Common Stock, par value $0.0001 per share
|
AVPT
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The NASDAQ Stock Market LLC
|
||
Warrants, each exercisable for one share Class A Common Stock for $11.50 per share
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AVPTW
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The NASDAQ Stock Market LLC
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☐ | Large accelerated filer | ☐ | Accelerated filer | |||
☒ |
Non-accelerated
filer
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☒ | Smaller reporting company | |||
☒ | Emerging growth company |
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Page
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PART 1 – FINANCIAL INFORMATION
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1
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1
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2
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3
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4
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5
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20
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25
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25
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PART II – OTHER INFORMATION
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26
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26
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26
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26
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26
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26
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26
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27
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June 30,
2021
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December 31,
2020 |
|||||||
(unaudited)
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||||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash and cash equivalents
|
$ | 205,729 | $ | 197,628 | ||||
Prepaid expenses and other current assets
|
57,833 | 74,642 | ||||||
Prepaid income taxes
|
292,818 | 477,437 | ||||||
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|
|
|
|||||
Total Current Assets
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556,380 | 749,707 | ||||||
Investments held in Trust Account
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351,737,387 | 351,858,320 | ||||||
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|||||
Total Assets
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$
|
352,293,767
|
|
$
|
352,608,027
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|||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable and accrued expenses
|
$ | 10,088,709 | $ | 4,408,489 | ||||
Franchise tax payable
|
20,000 | 81,255 | ||||||
Convertible promissory note – related party
|
300,000 | — | ||||||
|
|
|
|
|||||
Total Current Liabilities
|
10,408,709 | 4,489,744 | ||||||
Warrant liabilities
|
61,192,900 | 77,419,100 | ||||||
Deferred underwriting commissions
|
13,150,000 | 13,150,000 | ||||||
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|
|||||
Total Liabilities
|
|
84,751,609
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|
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95,058,844
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|||||
Commitments and contingencies
|
||||||||
Class A, $0.0001 par value, common stock subject to possible redemption, 26,254,215 and 25,254,918 shares at June 30, 2021 and December 31, 2020 (at $10.00 per share), respectively
|
262,542,154 | 252,549,180 | ||||||
Stockholders’ Equity
|
||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
— | — | ||||||
Class A common stock, $0.0001 par value; 100,000,000 shares authorized 9,555,785 and 10,555,082 issued and outstanding (excluding
26,254,
and
215
25,254,918
shares subject to possible redemption) at June 30, 2021 and December 31, 2020, respectively
|
956 | 1,056 | ||||||
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 8,750,000 shares issued and outstanding at June 30, 2021 and December 31, 2020
|
875 | 875 | ||||||
Additional
paid-in
capital
|
52,762,865 | 62,755,739 | ||||||
Accumulated deficit
|
(47,764,692 | ) | (57,757,667 | ) | ||||
|
|
|
|
|||||
Total Stockholders’ Equity
|
|
5,000,004
|
|
|
5,000,003
|
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|||||
Total Liabilities and Stockholders’ Equity
|
$
|
352,293,767
|
|
$
|
352,608,027
|
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|
|
|
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Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
General and administrative expenses
|
$ | 4,331,469 | $ | 213,837 | $ | 6,173,548 | $ | 408,120 | ||||||||
Franchise tax expense
|
50,000 | 50,000 | 100,000 | 100,000 | ||||||||||||
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|||||||||
Loss from operations
|
|
(4,381,469
|
)
|
|
(263,837
|
)
|
|
(6,273,548
|
)
|
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(508,120
|
)
|
||||
Other income (expense):
|
||||||||||||||||
Change in fair value of warrant liabilities
|
(13,945,650 | ) | (14,210,600 | ) | 16,226,200 | (9,916,600 | ) | |||||||||
Interest earned on investments held in Trust Account
|
8,482 | 131,366 | 40,323 | 1,583,780 | ||||||||||||
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|
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|||||||||
Total other income (expense), net
|
(13,937,168 | ) | (14,079,234 | ) | 16,266,523 | (8,332,820 | ) | |||||||||
Loss before provision for income taxes
|
(18,318,637
|
) |
(14,343,071
|
) |
9,992,975
|
(8,840,940
|
) | |||||||||
Provision for income taxes
|
— | (22,769 | ) | — | (415,215 | ) | ||||||||||
Net
income (
loss
)
|
$
|
(18,318,637
|
)
|
$
|
(14,365,840
|
)
|
$
|
9,992,975
|
|
$
|
(9,256,155
|
)
|
||||
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|||||||||
Weighted average shares outstanding of Class A redeemable common stock
|
35,000,000 | 35,000,000 | 35,000,000 | 35,000,000 | ||||||||||||
Basic and diluted income per share, Class A redeemable common stock
|
$
|
0.00
|
|
$
|
0.00
|
|
$
|
0.00
|
|
$
|
0.03
|
|
||||
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|||||||||
Basic
non-redeemable
common stock |
9,560,000 | 9,560,000 | 9,560,000 | 9,560,000 | ||||||||||||
Basic
income (loss) per share, Class A and Class B
|
$
|
(1.92
|
)
|
$
|
(1.51
|
)
|
$
|
1.05
|
$
|
(1.08
|
)
|
|||||
Diluted weighted average shares outstanding of Class A and Class B non-redeemable common stock
|
|
|
9,560,000
|
|
|
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9,560,000
|
|
|
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10,899,634
|
|
|
|
9,560,000
|
|
Diluted loss per share, Class A and Class B
|
|
$
|
(1.92
|
)
|
|
$
|
(1.51
|
)
|
|
$
|
(0.57
|
)
|
|
$
|
(1.08
|
)
|
Class A
Common Stock
|
Class B
Common Stock
|
Additional
Paid-in
Capital
|
Accumulated
Deficit
|
Total
Stockholders’
(Deficit)
Equity
|
||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance — January 1, 2021
|
10,555,082 | $ | 1,056 | 8,750,000 | $ | 875 | $ | 62,755,739 | $ | (57,757,667 | ) | $ | 5,000,003 | |||||||||||||||
Change in value of Class A common stock subject to possible redemption
|
(2,831,161 | ) | (284 | ) | — | — | (28,311,326 | ) | — | (28,311,610 | ) | |||||||||||||||||
Net income
|
— | — | — | — | — | 28,311,612 | 28,311612 | |||||||||||||||||||||
|
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|||||||||||||||
Balance — March 31, 2021 (unaudited)
|
7,723,921 | $ | 772 |
8,750,000
|
$ | 875 | $ | 34,444,413 | $ | (29,446,055 | ) | $ | 5,000,005 | |||||||||||||||
Change in value of Class A common stock subject to possible redemption
|
1,831,864 | 184 | — | — | 18,318,452 | — | 18,318,636 | |||||||||||||||||||||
Net loss
|
— | — | — | — | — | (18,318,637 | ) | (18,318,637 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance — June 30, 2021 (unaudited)
|
9,555,785 | $ | 956 | 8,750,000 | $ | 875 | $ | 52,762,865 | $ | 47,764,692 | $ | 5,000,004 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
Common Stock
|
|
|
Class B
Common Stock
|
|
|
Additional
Paid-in
Capital
|
|
|
Accumulated
Deficit
|
|
|
Total
Stockholders’
(Deficit)
Equity
|
|
|||||||||||||
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
||||||||||||||||
Balance — January 1, 2020
|
4,482,779 | $ | 448 | 8,750,000 | $ | 875 | $ | 2,033,317 | $ | 2,965,368 | $ | 5,000,008 | ||||||||||||||||
Change in value of Class A common stock subject to possible redemption
|
(510,969 | ) | (51 | ) | — | — | (5,109,639 | ) | — | (5,109,690 | ) | |||||||||||||||||
Net income
|
— | — | — | — | — | 5,109,685 | 5,109,685 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance — March 31, 2020 (unaudited)
|
3,971,810 | $ | 397 | 8,750,000 | $ | 875 | $ | (3,076,322 | ) | $ | 8,075,053 | $ | 5,000,003 | |||||||||||||||
Change in value of Class A common stock subject to possible redemption
|
1,436,584 | 144 | — | — | 14,365,696 | — | 14,365,840 | |||||||||||||||||||||
Net loss
|
— | — | — | — | — | (14,365,840 | ) | (14,365,840 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance — June 30, 2020 (unaudited)
|
5,408,394 | $ | 541 | 8,750,000 | $ | 875 | $ | 11,289,374 | $ | (6,290,787 | ) | $ | 5,000,003 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
June 30,
|
||||||||
2021
|
2020
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net income (loss)
|
$ | 9,992,975 | $ | (9,256,155 | ) | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
||||||||
Change in fair value of warrant liabilities
|
(16,226,200 | ) | 9,916,600 | |||||
Interest earned on investments held in Trust Account
|
(40,324 | ) | (1,583,780 | ) | ||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses and other current assets
|
16,809 | 15,803 | ||||||
Prepaid income tax
|
184,619 | — | ||||||
Accounts payable and accrued expenses
|
5,680,220 | (139,785 | ) | |||||
Franchise tax payable
|
(61,255 | ) | (108,140 | ) | ||||
Income taxes payable
|
— | 562,014 | ||||||
|
|
|
|
|||||
Net cash used in operating activities
|
|
(453,156
|
)
|
|
(593,443
|
)
|
||
|
|
|
|
|||||
Cash Flows from Investing Activities:
|
||||||||
Cash withdrawn from Trust Account to pay franchise taxes
|
161,257 | 208,140 | ||||||
|
|
|
|
|||||
Net cash provided by investing activities
|
|
161,257
|
|
|
208,140
|
|
||
|
|
|
|
|||||
Cash Flows from Financing Activities
|
||||||||
Proceeds from convertible promissory note – related party
|
300,000 | — | ||||||
|
|
|
|
|||||
Net cash provided by financing activities
|
300,000 |
|
—
|
|
||||
|
|
|
|
|||||
Net Change in Cash and Cash Equivalents
|
|
8,101
|
|
|
(385,303
|
)
|
||
Cash and Cash Equivalents – Beginning of period
|
197,628 | 994,810 | ||||||
|
|
|
|
|||||
Cash and Cash Equivalents – End of period
|
$
|
205,729
|
|
$
|
609,507
|
|
||
|
|
|
|
|||||
Non-Cash
investing and financing activities:
|
||||||||
Change in value of common stock subject to possible redemption
|
$ | 9,992,974 | $ | (9,256,150 | ) | |||
|
|
|
|
Three Months Ended
June 30, |
Six Months Ended
June 30,
|
|||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
Redeemable Class A Common Stock
|
||||||||||||||||
Numerator: Earnings allocable to Redeemable Class A Common Stock
|
||||||||||||||||
Interest Income
|
$ | 8,482 | $ | 131,366 | $ | 40,323 | $ | 1,583,780 | ||||||||
Income Tax and Franchise Tax
|
(8,482 | ) | (72,769 | ) | (40,323 | ) | (515,215 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Earnings
|
$ | — | $ | 58,597 | $ | — | $ | 1,068,565 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: Weighted Average Redeemable Class A Common
Stock |
||||||||||||||||
Redeemable Class A Common Stock, Basic and Diluted
|
35,000,000 | 35,000,000 | 35,000,000 | 35,000,000 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings/Basic
|
$
|
0.00
|
|
$
|
0.00
|
|
$
|
0.00
|
|
$
|
0.03
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Redeemable
Class A and B Common Stock
|
||||||||||||||||
Numerator: Net Loss minus Redeemable Net Earnings
|
||||||||||||||||
Net
income (loss)
|
$ | (18,318,637 | ) | $ | (14,365,840 | ) | $ | 9,992,975 | $ | (9,256,155 | ) | |||||
Les: Net Earnings allocable to Redeemable Class A Common Stock
|
— | (58,597 | ) | — | (1,068,565 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Non-Redeemable
Net Loss
|
$ | (18,318,637 | ) | $ | (14,424,437 | ) | $ | 9,992,975 | $ | (10,324,720 | ) | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: Weighted Average
Non-Redeemable
Class A
and B Common Stock |
||||||||||||||||
Class A and B
Non-Redeemable
Common Stock, Basic
|
9,560,000 | 9,560,000 | 9,560,000 | 9,560,000 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (Loss)/Basic
Non-Redeemable
Class A and B
Common Stock |
$
|
(1.92
|
)
|
$
|
(1.51
|
)
|
$
|
1.05
|
|
$
|
(1.08
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A and B Non-Redeemable Common Stock, Diluted
|
|
|
9,560,000
|
|
|
|
9,560,000
|
|
|
|
10,899,634
|
|
|
|
9,560,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss/Diluted Non-Redeemable Class A and B Common
Stock |
|
$
|
(1.92
|
)
|
|
$
|
(1.51
|
)
|
|
$
|
(0.57
|
)
|
|
$
|
(1.08
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
1,000,000 shares of Apex Common Stock, in the aggregate, if at any time from and after the Closing through the seventh anniversary thereof (x) the Closing Price is greater than or equal to $12.50 over any 20 Trading Days within any 30 Trading Day period or (y) Apex consummates a Subsequent Transaction, which results in the stockholders of Apex having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $12.50 per share (the “First Milestone”) (such 1,000,000 shares of Apex Common Stock, the “First Milestone Contingent Consideration”);
|
(b) |
1,000,000 shares of Apex Common Stock, in the aggregate, if at any time from and after the Closing through the seventh anniversary thereof (x) the Closing Price is greater than or equal to $15.00 over any 20 Trading Days within any 30 Trading Day period or (y) Apex consummates a Subsequent Transaction, which results in the stockholders of Apex having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $15.00 per share (the “Second Milestone”) (such 1,000,000 shares of Apex Common Stock, the “Second Milestone Contingent Consideration”); and
|
(c) |
1,000,000 shares of Apex Common Stock, in the aggregate, if at any time from and after the Closing through the seventh anniversary thereof (x) the Closing Price is greater than or equal to $17.50 over any 20 Trading Days within any 30 Trading Day period or (y) Apex consummates a Subsequent Transaction, which results in the stockholders of Apex having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $17.50 per share (the “Third Milestone”) (such 1,000,000 shares of Apex Common Stock, the “Third Milestone Contingent Consideration” and together with the First Milestone Contingent Consideration and the Second Milestone Contingent Consideration, the “Contingent Consideration”). For the avoidance of doubt, the maximum amount of the Contingent Consideration is 3,000,000 shares of Apex Common Stock, in the aggregate.
|
• |
in whole and not in part;
|
• |
at a price of $0.01 per warrant;
|
• |
upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable; and
|
• |
if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a
30-trading
day period commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders.
|
Level 1:
|
Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
Level 2:
|
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
Level 3:
|
Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Description
|
Level
|
June 30,
2021 |
December 31,
2020 |
|||||||||
Assets:
|
||||||||||||
Investments – U.S. Treasury Securities Money Market Fund
|
1 | $ | 351,737,387 | $ | 175,325,383 | |||||||
Liabilities:
|
||||||||||||
Warrant Liability – Public Warrants
|
1 | 59,500,000 | 74,900,000 | |||||||||
Warrant Liability – Private Placement Warrants
|
3 | 1,692,900 | 2,519,100 |
Input:
|
June 30,
2021 |
December 31,
2020 |
||||||
Risk-free interest rate
|
0.87 | % | 0.42 | % | ||||
Expected term (years)
|
5.0 | 5.4 | ||||||
Expected volatility
|
34.9 | % | 34.5 | % | ||||
Exercise price
|
$ | 11.50 | $ | 11.50 | ||||
Fair value of Units
|
$ | 12.25 | $ | 15.01 |
Private
Placement
|
Public
|
Warrant
Liabilities
|
||||||||||
Fair value as of January 1, 2021
|
$ | 2,519,100 | $ | 74,900,000 | $ | 77,419,100 | ||||||
Change in valuation inputs or other assumptions
(1)
|
(1,121,850 | ) | (29,050,000 | ) | (30,171,850 | ) | ||||||
|
|
|
|
|
|
|||||||
Fair value as of March 31, 2021
|
1,397,250 | 45,850,000 | 47,247,250 | |||||||||
Change in valuation inputs or other assumptions
(1)
|
295,650 | 13,650,000 | 13,945,650 | |||||||||
|
|
|
|
|
|
|||||||
Fair value as of June 30, 2021
|
$ | 1,692,900 | $ | 59,500,000 | $ | 61,192,900 | ||||||
|
|
|
|
|
|
Private
Placement
|
Public
|
Warrant
Liabilities
|
||||||||||
Fair value as of January 1, 2020
|
$ | 822,150 | $ | 20,125,000 | $ | 20,947,150 | ||||||
Change in valuation inputs or other assumptions
(1)
|
81,000 | (4,375,000 | ) | (4,294,000 | ) | |||||||
|
|
|
|
|
|
|||||||
Fair value as of March 31, 2020
|
903,150 | 15,750,000 | 16,653,150 | |||||||||
Change in valuation inputs or other assumptions
(1)
|
210,600 | 14,000,000 | 14,210,600 | |||||||||
|
|
|
|
|
|
|||||||
Fair value as of June 30, 2020
|
$ | 1,113,750 | $ | 29,750,000 | $ | 30,863,750 |
(1)
|
Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the consolidated statement of operations.
|
* |
Filed herewith.
|
** |
Furnished.
|
AVEPOINT, INC. (FORMERLY KNOWN AS APEX TECHNOLOGY ACQUISITION CORPORATION) | ||||||
Date: August 16, 2021 | /s/ Tianyi Jiang | |||||
Name: | Tianyi Jiang | |||||
Title: |
Chief Executive Officer
(Principal Executive Officer)
|
Date: August 16, 2021 | /s/ Sophia Wu | |||||
Name: | Sophia Wu | |||||
Title: |
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
Exhibit 31.1
CERTIFICATIONS
I, Tianyi Jiang, certify that:
1. |
I have reviewed this Quarterly Report on Form 10-Q of AvePoint, Inc. (formerly known as Apex Technology Acquisition Corporation); |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) |
(Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313); |
c) |
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) |
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. |
The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: August 16, 2021 | By: | /s/ Tianyi Jiang | ||||
Tianyi Jiang Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATIONS
I, Sophia Wu, certify that:
1. |
I have reviewed this Quarterly Report on Form 10-Q of AvePoint, Inc. (formerly known as Apex Technology Acquisition Corporation); |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) |
(Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313); |
c) |
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) |
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. |
The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: August 16, 2021 | By: | /s/ Sophia Wu | ||||
Sophia Wu | ||||||
Chief Financial Officer | ||||||
(Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADDED BY
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Apex Technology Acquisition Corp. (the Company) on Form 10-Q for the quarterly period ended June 30, 2021, as filed with the Securities and Exchange Commission (the Report), I, Tianyi Jiang, Co-Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. |
To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report. |
Date: August 16, 2021 | By: | /s/ Tianyi Jiang | ||||
Tianyi Jiang | ||||||
Chief Executive Officer | ||||||
(Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADDED BY
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of AvePoint, Inc. (formerly known as Apex Technology Acquisition Corporation) (the Company) on Form 10-Q for the quarterly period ended June 30, 2021, as filed with the Securities and Exchange Commission (the Report), I, Sophia Wu, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. |
To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report. |
Date: August 16, 2021 | By: | /s/ Sophia Wu | ||||
Sophia Wu | ||||||
Chief Financial Officer | ||||||
(Principal Financial and Accounting Officer) |