United States securities and exchange commission logo
April 19, 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. 2 to
Registration Statement on Form S-4
Filed April 2, 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
25, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-4 filed April 2,
2021
The Background of the Business Combination, page 96
1. We note the revisions
made in response to prior comment 1. Please revise to disclose the
various multiples
calculated for both AvePoint and the comparable companies, including a
discussion of how
AvePoint's enterprise value was calculated for the purpose of
these analyses.
Results of Operations
Comparison of Years Ended December 31, 2020 and December 31, 2019
Revenue, page 207
2. We note your expanded
disclosures in response to prior comment 5. Please remove your
Jeff Epstein
FirstName LastNameJeff Epstein
Apex Technology Acquisition Corporation
Comapany
April NameApex Technology Acquisition Corporation
19, 2021
April 219, 2021 Page 2
Page
FirstName LastName
"Total Subscription" subtotal line item. In this regard, we note
On-premises/hybrid
software licenses are not subscriptions. Refer to ASC 606-10-55-54(a).
Similarly, revise
your discussion of revenue on pages 208 and 211 to reflect the removal
of the Total
Subscription subtotal.
Critical Accounting Policies and Estimates
Equity-Based Compensation, page 222
3. Please provide us with a breakdown of all equity awards granted to
date in fiscal 2020
and leading up to the filing of the Form S-4, including the fair value
of the underlying
common stock used to value such awards as determined by your board of
directors. To
the extent there were any significant fluctuations in the fair values
from period-to-period,
please describe for us the factors that contributed to these
fluctuations, including any
intervening events within the Company or changes in your valuation
assumptions or
methodology. Compare the most recent valuations for options granted to
the fair value of
the shares of commons stock as determined by the exchange ratio
described in the
Business Combination Agreement.
General
4. You announced that AvePoint s Board of Directors has authorized a
share purchase
program pursuant to which AvePoint may purchase up to $20.0 million of
Apex
Technology Acquisition Corporation common stock until the date on
which Apex s S-4
Registration Statement is declared effective. In addition, you
disclosed that a PIPE
transaction will also be conducted in connection with the business
combination. Please
provide us with the details of the share purchase program. Provide an
analysis for the
following:
Explain how such purchases would comply with the requirements
of Rule 14e-5
under the Exchange Act. Ensure your analysis includes a
discussion of whether you
are a "covered person" pursuant to Rule 14e-5(c)(3)(iv); and
Explain how you intend to conduct such purchases/transactions
so as to comply with
the trading prohibitions of Rules 101 and 102 under the Exchange
Act. Ensure your
analysis includes, among other things, a discussion of how you
calculate the
applicable restricted periods pursuant to Rule 100 of
Regulation M for both the de-
SPAC/merger distribution, as well as the PIPE distribution. Also,
please clarify and
confirm whether you intend to rely on the safe harbor protection
under Rule 10b-18
in making the open market purchases and, if so, please explain to
us how you intend
to structure such purchases so as to comply with the specific
provisions of the safe
harbor in Rule 10b-18, particularly the merger exclusion
provision in paragraph
(a)(13)(iv).
You may contact Ryan Rohn, Senior Staff Accountant, at (202) 551-3739 or
Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have
questions
Jeff Epstein
Apex Technology Acquisition Corporation
April 19, 2021
Page 3
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
April 19, 2021 Page 3
cc: Brian D. Paulson
FirstName LastName