SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
(Amendment No.
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(Name of Issuer)
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Common
Stock
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(Title of Class of
Securities)
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(CUSIP Number)
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Joshua
Peck
c/o Sixth
Street Partners, LLC
2100
McKinney Avenue
Suite
1500
Dallas, TX
75201
469-621-3001
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(Name, Address and Telephone
Number of Person
Authorized to Receive Notices and
Communications)
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July 1,
2021**
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(Date of Event Which Requires
Filing of this Statement)
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If the filing
person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of §§240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box. [ ]
Note: Schedules
filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
* The remainder
of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information
required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
**The Reporting Persons timely filed this Schedule 13D on July 12,
2021, but under the Subject Company CIK associated with AvePoint,
Inc. (CIK 0001606113) instead of the CIK associated with Apex
Technology Acquisition Corp. (CIK 0001777921). The Reporting
Persons are re-submitting this Schedule 13D under the CIK
associated with Apex Technology Acquisition Corp.
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NAMES OF REPORTING
PERSONS
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SIXTH STREET PARTNERS
MANAGEMENT COMPANY, L.P.
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
(SEE INSTRUCTIONS)
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AF
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5
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CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
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☐
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6
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CITIZENSHIP OR
PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING
POWER
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0
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8
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SHARED VOTING
POWER
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28,500,592 (1)
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9
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SOLE DISPOSITIVE
POWER
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0
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10
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SHARED DISPOSITIVE
POWER
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28,500,592 (1)
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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28,500,592 (1)
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12
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
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15.8%
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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PN
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(1) See response to Item 5(a, b) herein.
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1
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NAMES OF REPORTING
PERSONS
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ALAN WAXMAN
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
(SEE INSTRUCTIONS)
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AF
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5
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CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
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☐
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6
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CITIZENSHIP OR
PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING
POWER
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0
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8
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SHARED VOTING
POWER
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28,500,592 (1)
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9
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SOLE DISPOSITIVE
POWER
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0
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10
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SHARED DISPOSITIVE
POWER
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28,500,592 (1)
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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28,500,592 (1)
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12
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
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15.8%
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14
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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IN, HC
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(1) See response to Item 5(a, b) herein.
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Item 1. |
Security and Issuer
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This Schedule 13D relates
to the shares of Common Stock (the “Common Stock”), of AvePoint,
Inc. (the “Issuer”). The address of the principal executive offices
of the Issuer is 901 East Byrd Street, Suite 900, Richmond, VA
23219.
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Item 2. |
Identity and Background
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(a), (f) This
Schedule is filed jointly by Sixth Street Partners Management
Company, L.P., a Delaware limited partnership, (“Management
Company”) and Alan Waxman, a United States citizen (“Mr. Waxman”
and, together with Management Company, the “Reporting
Persons”).
(b)
The principal business address
of Management Company is c/o
Sixth Street Partners, LLC, 2100 McKinney Avenue, Suite 1500,
Dallas, Texas 72501. The principal business address of Mr.
Waxman is c/o Sixth Street Partners, Suite 3300, 345 California
Street, San Francisco, CA 94104.
(c) The
principal business of Management Company is serving as the sole
ultimate general partner, managing member or similar entity of
related entities engaged in making or recommending investments in
securities of public and private companies. The present principal
occupation Mr. Waxman is officer, director and/or manager of other
affiliated entities.
Management
Company ultimately indirectly controls (i) TSSP Capital Solutions
GenPar, L.P., a Delaware limited partnership, which is the managing
member of (a) TCS Finance (A), LLC, a Delaware limited liability
company, which is the managing member of Avatar Investment
Solutions (A), LLC, a Delaware limited liability company (“Avatar
(A)”), which directly holds 8,523,089 shares of Common Stock and
(b) TCS Finance 1, LLC, a Delaware limited liability company, which
is the managing member of Avatar Investment Solutions 1, LLC, a
Delaware limited liability company (“Avatar 1”), which directly
holds 6,677,227 shares of Common Stock and (ii) TSSP Opportunities
GenPar IV, L.P., a Delaware limited partnership, which is the
managing member of Redwood IV Finance 1, LLC, a Delaware limited
liability company, which is the managing member of Avatar
Investment Opportunities, LLC, a Delaware limited liability company
(“AIO”), which directly holds 13,300,276 shares of Common Stock
(together with the shares directly held by Avatar (A) and Avatar 1,
the “Shares”). Because of Management Company’s relationship Avatar
(A), Avatar 1 and AIO, Management Company may be deemed to
beneficially own the Shares. Management Company is managed by its
general partner, whose managing member is Alan Waxman. Waxman
disclaims beneficial ownership of the Shares except to the extent
of their pecuniary interest therein.
(d), (e)
During the last five years,
none of the Reporting Persons have (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
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Item 3. |
Source and Amount of Funds or Other
Consideration
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On November 23, 2020, Apex Technology
Acquisition Corporation
(“Apex”), AvePoint, Inc. (“Former
AvePoint”)
and certain merger sub
entities entered into a Business Combination Agreement and
Plan of Reorganization, which was subsequently amended on December
30, 2020, March 8, 2021 and May 18, 2021 (the “Business Combination
Agreement”), pursuant to which Former AvePoint merged with the
merger sub entities and became a wholly-owned subsidiary of Apex
(the “Business Combination”), after which point the combined
company changed its name to AvePoint, Inc. (the “Issuer”).
Prior to the
Business Combination, in December 2019, AIO, Avatar (A) and Avatar
1 entered into a stock purchase and redemption agreement (the
“Series C SPA”) with Former AvePoint pursuant to which they
purchased an aggregate of 4,832,409 shares of Former AvePoint
Series C Convertible Preferred shares
(“Series C Preferred Stock”) at a purchase price of $31.0404
per share, for aggregate cost of $150.0 million. The source
of funds for this acquisition was the working capital of each of
AIO, Avatar (A) and Avatar
1.
Upon
consummation of the Business Combination on July 1, 2021
(“Closing”), pursuant to the terms of the Business Combination
Agreement, each Former AvePoint equityholder received as
consideration a combination of cash and shares of Common Stock
(including options to acquire shares of Common Stock as
applicable). In connection therewith, the Reporting Persons
received, in exchange for their 4,832,408 shares of Series C
Preferred Stock, (i) $135 million in cash and (ii) 28,500,592
shares of Common Stock.
In addition,
following the Closing, in addition to the combination of cash and
shares of Common Stock consideration, the holders of Former
AvePoint preferred stock, Former AvePoint common stock and Former
AvePoint stock options received the contingent right to acquire
additional shares of Common Stock, to be issued as follows (the
“Contingent Consideration”):
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1,000,000 shares of Common Stock,
in the aggregate, if at any time from and after the Closing through
the seventh anniversary thereof (x) the closing price of the Common
Stock (“Closing Price”) is greater than or equal to $12.50 over any
20 trading days within any 30 trading day period or (y) the Issuer
consummates a Subsequent Transaction (as defined in the Business
Combination Agreement), which results in the Shareholders having
the right to exchange their shares of Common Stock for cash,
securities or other property having a value equaling or exceeding
$12.50 per Share (the “First Milestone”).
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1,000,000 shares of Common Stock,
in the aggregate, if at any time from and after the Closing through
the seventh anniversary thereof (x) the Closing Price is greater
than or equal to $15.00 over any 20 trading days within any 30
trading day period or (y) the Issuer consummates a Subsequent
Transaction, which results in the Shareholders having the right to
exchange their shares of Common Stock for cash, securities or other
property having a value equaling or exceeding $15.00 per Share (the
“Second Milestone”).
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1,000,000 shares of Common Stock,
in the aggregate, if at any time from and after the Closing through
the seventh anniversary thereof (x) the Closing Price is greater
than or equal to $17.50 over any 20 trading days within any 30
trading day period or (y) the Issuer consummates a Subsequent
Transaction, which results in the Shareholders having the right to
exchange their shares of Common Stock for cash, securities or other
property having a value equaling or exceeding $17.50 per Share (the
“Third Milestone” and, together with the First Milestone and Second
Milestone, the “Milestones”).
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As holders of 4,832,409 shares of
Series C Preferred Stock, the Reporting Persons have the right to
receive a maximum of 712,611 shares of Common Stock, in the
aggregate, as Contingent Consideration if all Milestones are met
(which equates to the right to receive 237,537 shares of Common
Stock upon the achievement of each Milestone). If any of the
Milestones have not been achieved on or prior to the seventh
anniversary of the Closing, the Contingent Consideration
attributable to such Milestone will be forfeited.
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Item 4. |
Purpose of Transaction
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The response
to Item 3 of this Schedule 13D is incorporated by reference
herein.
The Reporting Persons
acquired the Shares for investment purposes, and such purchases
have been made in the Reporting Persons' ordinary course of
business. The Reporting Persons are filing this Schedule 13D
because the Shares were acquired in connection with the Business
Combination Closing. The Reporting Persons expect to review from
time to time their investment in the Issuer and may, depending on
the market and other conditions: (i) purchase additional shares of
Common Stock, options or related derivatives in the open market, in
privately negotiated transactions or otherwise; (ii) sell all or a
portion of the shares of Common Stock, options or related
derivatives now beneficially owned or hereafter acquired by them;
and (iii)
engage in
communications with, among others, one or more shareholders of the
Issuer, one or more officers of the Issuer and/or one or more
members of the board of directors of the Issuer regarding the
Issuer and/or the Reporting Persons’ investment.
Except as set
forth above, none of the Reporting Persons has any plans or
proposals which relate to, or could result in, any of the matters
referred to in paragraphs (a) through (j), inclusive, of the
instructions to Item 4 of Schedule 13D. The Reporting Persons may,
at any time and from time to time, review or reconsider their
position and/or change their purpose and/or formulate plans or
proposals with respect thereto.
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Item 5. |
Interest in Securities of the
Issuer
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(a, b) As of the date hereof, the
Reporting Persons may be deemed to
beneficially own 28,500,592 shares of Common Stock
issued to
the Reporting Persons upon exchange for shares of Series C,
representing approximately 15.8% of the shares of Common Stock
outstanding. This amount consists of: (i) 8,523,089 shares of
Common Stock held directly by Avatar (A); (ii) 6,677,227 shares of
Common Stock held directly by Avatar 1; and (iii) 13,300,276 shares
of Common Stock held directly by AIO. This amount excludes the 712,611 shares
of Common Stock representing the Reporting Persons’ maximum
Contingent Consideration, because the Reporting Persons do not have
the right to acquire such shares of Common Stock at this
time. The foregoing percentage is based on 180,272,767 shares
of Common Stock outstanding at Closing, as set forth in the current
report on Form 8-K filed by the Issuer on July 7,
2021.
(c) The
responses to Items 3 and 4 of this Schedule 13D are incorporated by
reference herein. Other than as set forth herein, no
transactions in the Issuer’s securities have been effected by the
Reporting Persons during the past 60 days.
(d) To the knowledge of the
Reporting Persons, no other person
has the right to receive or
the power to direct the receipt of dividends from, or the proceeds
from the sale of, the S
hares covered by the Schedule
13D.
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Item 6. |
Contracts, Arrangements,
Undertakings or Relationships with Respect to Securities of the
Issuer
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The
responses to Item 3 and Item 4 of this Schedule 13D is incorporated
by reference herein.
Amended and Restated Registration Rights
Agreement.
In
connection with Closing, the Issuer entered into the Amended
and Restated Registration Rights Agreement (the “
Registration Rights Agreement”)
with Apex, Apex Technology Sponsor LLC (the “Sponsor”), Cantor
Fitzgerald & Co. (“Cantor”) and certain Shareholders, including
AIO, Avatar 1, Avatar (A) and any of their affiliates (“Sixth
Street Holders”)
. Pursuant
to the Registration Rights Agreement, among other things, the Sixth
Street Holders and the other Key Company Stockholders (as defined
in the Business Combination Agreement) on the one hand, and the
Sponsor and Cantor on the other, may demand registration of their
registrable securities by the Issuer up to twice a year. Each such
group of demanding holders may request to sell all or any portion
of their registrable securities in an underwritten offering as long
as the total offering price is expected to exceed, in the
aggregate, $10 million. Parties subject to the Registration Rights
Agreement will be entitled to unlimited piggyback registration
rights.
Also in connection with the Closing,
certain Former AvePoint stockholders, including the Sixth
Street Holders, entered into agreements (the “Lock-Up Agreements”)
providing that they will
not, subject to certain exceptions, sell or transfer any shares of
Common Stock or securities convertible into or exercisable for
shares of Common Stock held by them immediately after the effective
time of the First Merger (as defined in the Business Combination
Agreement) until 180 days after the Closing, subject to certain
customary exceptions.
The foregoing summaries of the
Registration Rights Agreement and Lock-Up Agreements do not purport to be complete and are qualified
in their entirety by reference to the form of Amended and
Restated Registration Rights Agreement and the form of Lock-Up Agreement, each
of which is filed as Exhibit 3 and Exhibit 4, respectively, to this
Schedule 13D and is incorporated by reference herein.
On July 21,
2021, the Reporting Persons entered into a Joint Filing Agreement
in which the Reporting Persons agreed to the joint filing on behalf
of each of them of statements on Schedule 13D with respect to the
securities of the Issuer to the extent required by applicable law.
The Joint Filing Agreement is attached hereto as Exhibit 1 and is
incorporated herein by reference.
Except as
otherwise set forth in this Schedule 13D, there are no contracts,
arrangements, understandings or relationships between the Reporting
Persons named in Item 2 and any other person with respect to any
securities of the Issuer.
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Item 7. |
Material to Be Filed as
Exhibits
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Exhibit 1
– Joint Filing Agreement
Exhibit 2 –Authorization and Designation Letter, dated July
9, 2021, by Alan Waxman
Exhibit
3 –Form of Amended and Restated Registration
Rights Agreement, by and among Apex, the Original Holders and the
Former AvePoint Holders (incorporated by reference to Exhibit 10.2
of the Issuer’s
current report on Form 8-K, filed with the
SEC on November 23,
2020)
Exhibit
4 –Form of Lock-Up Agreement (incorporated by
reference to Exhibit 10.3 of the Issuer’s
current report on Form 8-K, filed with the
SEC on November 23,
2020)
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
Dated: July 21,
2021
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Sixth Street Partners Management
Company, L.P. |
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By:
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/s/ David
Stiepleman |
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Name: David Stiepleman |
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Title: Authorized Signatory of the GP of Sixth
Street Partners
Management Company, L.P.
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Alan Waxman |
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By:
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/s/ Joshua Peck |
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Name: Joshua Peck |
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Title: Joshua Peck, on behalf of Alan Waxman
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The persons below
hereby agree that the Schedule 13D to which this agreement is
attached as an exhibit, as well as all future amendments to such
Schedule 13D, shall be filed jointly on behalf of each of them.
This agreement is intended to satisfy the requirements of
Rule 13d-1(k)(1)(iii) under the Securities Exchange Act
of 1934.
Dated: July 21,
2021
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Sixth Street Partners Management
Company, L.P. |
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By:
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/s/ David
Stiepleman |
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Name: David Stiepleman |
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Title: Authorized Signatory of the GP of Sixth
Street Partners
Management Company, L.P.
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Alan Waxman |
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By:
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/s/ Joshua Peck |
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Name: Joshua Peck |
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Title: Joshua Peck, on behalf of Alan Waxman
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July 9, 2021
Securities and Exchange
Commission
100 F Street, NE
Washington, DC 20549
This letter confirms that Joshua Peck
is authorized and designated to sign all securities-related filings
under Sections 13 and 16 of the Securities Exchange Act of 1934, as
amended, with the Securities and Exchange Commission, including
Form ID, on my behalf. This authorization and designation
shall be valid until December 31, 2022.
Very truly yours,
/s/ Alan Waxman
Alan Waxman