Item 1.01 Entry into a Material Definitive Agreement.
On March 8, 2021, Apex Technology Acquisition Corp., a Delaware corporation (the “Company”) entered into Amendment No. 2 to the Business Combination Agreement and Plan of Reorganization (the “Second Amendment”). The Second 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”), as amended on December 30, 2020 (the “First Amendment”). 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 Second Amendment updates certain defined terms to the Business Combination Agreement.
The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Second Amendment, a copy of which is attached hereto as Exhibit 2.1, the Business Combination Agreement, which is filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 23, 2020, and the First Amendment, which is filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 30, 2020, each of which is incorporated herein by reference.
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 the preliminary proxy statement and any amendments thereto and, when available, 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.
