United States securities and exchange commission logo
March 25, 2021
Jeff Epstein
Co-Chief Executive Officer
Apex Technology Acquisition Corporation
533 Airport Blvd
Suite 400
Burlingame, CA 94010
Re: Apex Technology
Acquisition Corporation
Amendment No. 1 to
Registration Statement on Form S-4
Filed March 11,
2021
File No. 333-252712
Dear Mr. Epstein:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our March
3, 2021 letter.
Amendment No. 1 to Form S-4 filed March 11, 2021
The Background of the Business Combination, page 96
1. We note the revisions
made on page 100 in response to prior comment 6. We also
note the AvePoint
projected financial information provided on page 102. Please further
revise to describe both
William Blair's financial analysis and the comparable analysis
performed by the
AvePoint board.
Customers Across Diversified Industries, page 181
2. Your response to prior
comment 27 indicates that this graph includes examples of
customers and the
industries that you serve or have served. Please provide a note to this
Jeff Epstein
FirstName LastNameJeff Epstein
Apex Technology Acquisition Corporation
Comapany
March NameApex Technology Acquisition Corporation
25, 2021
March2 25, 2021 Page 2
Page
FirstName LastName
graph noting that, if true, not all of the identified companies are
current customers.
AvePoint Management and Discussion of Financial Condition and Results of
Operations
Key Business Metrics, page 202
3. We have reviewed your response to prior comment 11 that you believe a
more accurate
evaluation of your business is through representation of total
customer count. Please tell
us your consideration of including your total customer count for each
period presented.
4. We note your response to prior comment 12, including your statement
that ARR is not a
forecast and the active contracts at the end of the reporting period
used in calculating ARR
may or may not be extended or renewed by AvePoint's customers. Please
consider
adding disclosure that balances this metric in light of the fact that
it prospectively
annualizes subscription revenue from customers that sign contracts for
less than one
quarter in duration. In this regard, consider separately disclosing
your Total Core ARR
and your Total MRR, and providing an additional metric concerning your
customer churn
or ability to retain customers with contracts that are less than one
quarter in duration.
Comparison of Years Ended December 31, 2020 and December 31, 2019
Revenue, page 207
5. We have reviewed your response and expanded disclosure in response to
prior comment
13. We repeat our prior comment to disclose disaggregated revenue
amounts for on-
premise termed licenses and SaaS software. In addition, revise to
disclose the amount of
revenue recognized from the sale of perpetual on-premise licenses.
Please expand your
discussion to identify and quantify the material factors in each of
your revenue offerings.
For example, identify and quantify the change in each revenue stream
by new customer
and existing customers.
6. We have reviewed your response and expanded disclosure in response to
prior comment
14. Your expanded disclosure that the geographic composition of
revenues did not
meaningfully shift is unclear to us. For example, each of your
geographic regions
experienced significant growth in 2020 compared to 2019, such as your
North America
region that experienced revenue growth of 39.5% for the year ended
December 31, 2020
compared to the year ended December 31, 2019. In addition, your EMEA
revenue
increased 29.0% for the year ended December 31, 2019 compared to the
year ended
December 31, 2018. As such, we repeat our prior comment 14 to expand
your disclosure
to identify and quantify the material factors for the changes in
revenue in your geographic
regions. Refer to Section III.B of SEC Release No. 33-8350.
Cash Flows
Operating Activities, page 215
7. We note that your discussion of cash flows from operating activities
is essentially a
recitation of the reconciling items identified on the face of the
statement of cash flows.
Jeff Epstein
Apex Technology Acquisition Corporation
March 25, 2021
Page 3
This does not appear to contribute substantively to an understanding of
your cash flows.
Rather, it repeats items that are readily determinable from the
financial statements. When
preparing the discussion and analysis of operating cash flows, you
should address material
changes in the underlying drivers that affect these cash flows. These
disclosures should
also include a discussion of the underlying reasons for changes in
working capital items
that affect operating cash flows. Refer to Section IV.B.1 of SEC Release
No. 33-8350.
Consolidated Statements of Operations, page F-3
8. We note your response to prior comment 20. Please explain and disclose
in greater detail
how you concluded that your allocation of depreciation to amortization
to cost of revenues
would be less than 1% of total cost of revenue.
Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Basis of Presentation, page F-9
9. We note your response to prior comment 21 and your expanded disclosure.
Please expand
upon your disclosure, that, "deferred revenue decreased as a result of
recognition of
revenue related to certain subscription offerings, which under ASC 605
were generally
recognized over the life of the related customer agreements, but under
ASC 606 are
recognized at a point in time upon delivery of an on-premises termed
license." In this
regard, it is unclear if you are referring to SaaS arrangements or
licensing arrangements.
Refer to ASC 606-10-55-54(a) and 985-20-15-5.
Revenue Recognition, page F-12
10. We note your response to prior comment 26. It is unclear how you have
responded to our
comment as your revised disclosure does not appear to disclose that you
do not sell your
on-premises termed licenses on a standalone basis. Please clarify or
revise accordingly.
You may contact Ryan Rohn, Staff Accountant, at (202) 551-3739 or
Stephen Krikorian,
Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the
financial statements and related matters. Please contact Mitchell Austin, Staff
Attorney, at (202)
551-3574 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other
questions.
Sincerely,
FirstName LastNameJeff Epstein
Division of Corporation
Finance
Comapany NameApex Technology Acquisition Corporation
Office of Technology
March 25, 2021 Page 3
cc: Brian D. Paulson
FirstName LastName