Item 1.01 Entry into a Material Definitive Agreement.
On December 30, 2020, Apex Technology Acquisition Corp., a Delaware corporation
(the "Company") entered into Amendment No. 1 to the Business Combination
Agreement and Plan of Reorganization (the "Amendment"). The 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"). 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 Amendment updates certain defined terms and a schedule to the
Business Combination Agreement.
The foregoing description of the Amendment does not purport to be complete and
is qualified in its entirety by the terms and conditions of the Amendment, a
copy of which is attached hereto as Exhibit 2.1, and the Business Combination
Agreement, which is filed as Exhibit 2.1 to the Company's Current Report on Form
8-K filed with the Securities and Exchange Commission on November 23, 2020, each
of which is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 22, 2020, the Company held its 2020 annual meeting of stockholders
(the "Meeting"). At the Meeting, stockholders (i) re-elected two directors to
serve as the Class I directors on the Company's board of directors (the "Board")
until the 2023 annual meeting of stockholders or until their successors are duly
elected and qualified and (ii) ratified the selection by the audit committee of
the Board of WithumSmith+Brown, PC ("Withum") to serve as the Company's
independent registered public accounting firm for the year ending December 31,
2020.
Set forth below are the final voting results for each of the proposals:
Proposal No. 1 - Election of directors
David Chao and Donna Wells were re-elected to serve as the Class I directors.
The voting results were as follows:
For Against Abstain Broker Non-Votes
David Chao 20,466,689 0 4,102,847 N/A
Donna Wells 20,470,767 0 4,098,769 N/A
Proposal No. 2 - Ratification of independent registered public accounting firm
The stockholders ratified the selection of Withum to serve as the Company's
independent registered public accounting firm for the year ending December 31,
2020. The voting results were as follows:
For Against Abstain Broker Non-Votes
24,522,969 20,747 25,820 N/A
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, when available, the preliminary proxy statement and
any amendments thereto and 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is being filed herewith:
Exhibit No. Description
1.1* Amendment No. 1 to the Business Combination Agreement and Plan of
Reorganization, dated December 30, 2020.
* Certain exhibits and schedules to this Exhibit have been omitted in accordance
with Regulation S-K Item 601(a)(5). The Company agrees to supplementally furnish
a copy of any omitted exhibit or schedule to the SEC upon its request.
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