AvePoint, Inc. entered into a letter of intent to acquire Apex Technology Acquisition Corporation (NasdaqCM:APXT) in a reverse merger transaction for $1.7 billion on October 7, 2020. AvePoint, Inc. entered into a definitive business combination agreement to acquire Apex Technology Acquisition Corporation in a reverse merger transaction on November 23, 2020. The transaction, valuing the combined company at an equity value of approximately $2 billion on a pro forma basis after giving effect to the committed private investment of $140 million in proceeds from a group of institutional investors participating in the transaction through a private investment. Upon the consummation of the Mergers, the aggregate consideration to be paid to AvePoint equity holders will be (i) an amount in cash of approximately $261 million and (ii) 143,261,093 shares of Apex's common stock. The Aggregate Cash Consideration may be subject to downward adjustment based on the Cash Election (as defined below) and any cutback due to redemptions by stockholders of Apex and any such adjustment shall be offset by an equivalent increase in the Aggregate Stock Consideration based on a value of $10 per share of Apex Common Stock. The holders of AvePoint Preferred Stock, AvePoint Common Stock and AvePoint Options may be entitled to receive up to an additional 3,000,000 shares of Apex Common Stock contingent upon the achievement of certain milestones set forth in the Business Combination Agreement (the “Contingent Consideration”). Upon completion of the proposed transaction, existing AvePoint shareholders are expected to own approximately 72% of the combined company, which is expected to have approximately $252 million of cash on the balance sheet assuming no redemptions by Apex's public stockholders. Sixth Street, the global investment firm which led a $200 million growth equity investment in AvePoint in 2019, will continue as a shareholder in the combined company. Upon closing the transaction, it is expected that the combined company will be named AvePoint and will remain a publicly traded company listed on the Nasdaq Stock Market under a new ticker symbol, “AVPT.” Upon the closing, the Board of Directors of the combined company will be comprised of Xunkai Gong, Tianyi Jiang, Brian Brown, Jeff Epstein, Stephen CuUnjieng, Jeff Teper and John Ho. The officers of the combined company will consist of Xunkai Gong as Executive Chairman, Tianyi Jiang as Chief Executive Officer, Brian Brown as Chief Operating Officer and General Counsel, Sophia Wu as Chief Financial Officer, and Andy Yong as Chief Investment Officer. Jeff Epstein, Chief Financial Officer of Apex, will join AvePoint's Board of Directors as a director and Brad Koenig of Apex will join AvePoint's Board of Directors as an advisor. The combined company expects to have board of directors with 7 members of which majority are independents.

The transaction is subject to the satisfaction of customary closing conditions, including the approval of the shareholders of Apex and AvePoint and the receipt of any required regulatory approvals the effectiveness of the Registration Statement and the submission by Apex of the supplemental listing application to the Nasdaq Stock Market, the receipt of requisite government approvals, including approval related to the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, the consummation by Apex of the Private Placements, Apex having at least $5,000,001 of net tangible assets following the exercise of redemption rights provided in accordance with the organizational documents of Apex, as a condition to AvePoint's obligations, the total cash and cash equivalents of Apex at the Effective Time, after giving effect to the Merger and the Private Placements, being no less than $300 million and Apex shall have submitted the supplemental listing application to the Nasdaq Capital Market for the shares of Apex Common Stock represented by the Aggregate Stock Consideration and the Contingent Consideration. The transaction has been approved unanimously by the Board of Directors of Apex, as well as the Board of Directors of AvePoint. As of December 23, 2020, FTC has granted early termination of antitrust approval waiting period for the transaction. As of June 2, 2021, registration statement has been declared effective by the U.S. Securities and Exchange Commission. Apex will hold extraordinary general meeting of stockholders on June 30, 2021. As of June 7, 2021, Apex Technology encourages every stockholder to vote their shares in favor of the of proposed business combination with AvePoint. On June 30, 2021, Apex shareholders approved the transaction. The deal is expected to close in the first quarter of 2021. As of February 4, 2021, the transaction is expected to close at the end of first quarter of 2021 or the beginning of the second quarter of 2021. Upon the closing of both the business combination and the PIPE, the proceeds from the PIPE will be released to Apex and will be used for general corporate purposes of the combined company following the business combination.

Evercore Group L.L.C. is acting as financial advisor to AvePoint. Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Evercore and Cowen Inc. are acting as capital markets advisors to AvePoint. William Blair & Company is acting as a financial advisor to Apex. Cantor Fitzgerald, L.P. is acting as a capital market advisor to Apex. Goldman Sachs, Citi and Evercore are acting as private placement agents to Apex. Mike Lincoln, John McKenna and David I. Silverman of Cooley LLP is acting as legal counsel to AvePoint. Josh Dubofsky, Alan Mendelson, Brian Paulson, Kirt Switzer, James Metz, Anthony Klein, Robert Blamires, Joshua Holian, Peter Todaro, Joseph Simei, Saad Khanani and Rita Motta of Latham & Watkins LLP and Ellenoff Grossman & Schole LLP are acting as legal counsel to Apex. Goldman Sachs & Co. LLC acted as financial advisor to AvePoint. Goodwin Procter LLP serves as legal counsel to the private placement agents. MacKenzie Partners, Inc. acted as the information agent to Apex and will receive a fee of $12,500 for the services provided. Mark Zimkind of Continental Stock Transfer & Trust Company acted as the transfer agent for Apex.

AvePoint, Inc. completed the acquisition of Apex Technology Acquisition Corporation (NasdaqCM:APXT) in a reverse merger transaction on July 1, 2021. The resulting issuer is expected to begin trading on The Nasdaq Capital Market on July 2, 2021, under the ticker symbol "AVPT" for AvePoint common stock and "AVPTW" for AvePoint warrants.