APEX TECHNOLOGY ACQUISITION : 10-K/A – Management’s Discussion and Analysis of

The following discussion and analysis of the Company’s financial condition and
results of operations should be read in conjunction with our audited
consolidated financial statements and the notes related thereto which are
included in “Item 8. Consolidated Financial Statements and Supplementary Data”
of this Amendment. Certain information contained in the discussion and analysis
set forth below includes forward-looking statements. Our actual results may
differ materially from those anticipated in these forward-looking statements as
a result of many factors, including those set forth under “Special Note
Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in
this Amendment.

Special Note Regarding Forward-Looking Statements

This Amendment includes “forward-looking statements” within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act that are
not historical facts, and involve risks and uncertainties that could cause
actual results to differ materially from those expected and projected. All
statements, other than statements of historical fact included in this Quarterly
Report including, without limitation, statements in this “Management’s
Discussion and Analysis of Financial Condition and Results of Operations”
regarding the Company’s financial position, business strategy and the plans and
objectives of management for future operations, are forward-looking statements.
Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek”
and variations and similar words and expressions are intended to identify such
forward-looking statements. Such forward-looking statements relate to future
events or future performance, but reflect management’s current beliefs, based on
information currently available. A number of factors could cause actual events,
performance or results to differ materially from the events, performance and
results discussed in the forward-looking statements. For information identifying
important factors that could cause actual results to differ materially from
those anticipated in the forward-looking statements, please refer to the “Risk
Factors” section. Except as expressly required by applicable securities law, the
Company disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information, future events
or otherwise.


In the SEC Staff Statement, the SEC Staff expressed its view that certain terms
and conditions common to SPAC warrants may require the warrants to be classified
as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance
on November 17, 2020, our warrants were accounted for as equity within our
balance sheet, and after discussion and evaluation, including with our
independent auditors, we have concluded that our warrants should be presented as
liabilities with subsequent fair value remeasurement.

Therefore, the Company, in consultation with its Audit Committee, concluded that
its previously issued financial statements for the period ended December 31,
2020 should be restated because of a misapplication in the guidance around
accounting for the warrants and should no longer be relied upon.

Historically, the warrants were reflected as a component of equity as opposed to
liabilities on the balance sheets and the statements of operations did not
include the subsequent non-cash changes in estimated fair value of the warrants,
based on our application of Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) Topic 815-40, Derivatives and Hedging,
Contracts in Entity’s Own Equity (“ASC 815-40). The views expressed in the SEC
Staff Statement were not consistent with the Company’s historical interpretation
of the specific provisions within its warrant agreement and the Company’s
application of ASC 815-40 to the warrant agreement. We reassessed our accounting
for warrants issued on September 19, 2019, in light of the SEC Staff’s published
views. Based on this reassessment, we determined that the warrants should be
classified as liabilities measured at fair value upon issuance, with subsequent
changes in fair value reported in our statement of operations each reporting
period. Accordingly, this Amendment restates our audited financial statements as
of, and for the period ended December 31, 2020.

The restatement is more fully described in Note 2 of the notes to the financial
statements included herein.


We are a blank check company formed under the laws of the State of Delaware on
April 5, 2019 for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business
combination with one or more target businesses (an “initial business
combination”). We intend to effectuate our initial business combination using
cash from the proceeds of our initial public offering and the sale of the
placement units that occurred simultaneously with the completion of our initial
public offering, our capital stock, debt or a combination of cash, stock and

We expect to continue to incur significant costs in the pursuit of our
acquisition plans. We cannot assure you that our plans to complete a Business
Combination will be successful.

Business Combination Agreement

On November 23, 2020, the Company entered into an Agreement and Plan of Merger
(the “Business Combination Agreement”) 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, relating to a proposed business combination transaction
between the Company and AvePoint. The Business Combination Agreement was amended
on December 30, 2020.

Pursuant to 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.

Pursuant to the terms of the Business Combination Agreement, at the effective
time of the Merger:

(a) The aggregate consideration to be paid to AvePoint equity shareholders will

      be (i) an amount in cash of approximately $262 million (the "Aggregate Cash
      Consideration"), minus a deduction for the PIPE Fees and (ii) 143,261,093
      shares of common stock of Apex, par value $0.0001 ("Apex Common Stock"),
      which includes shares of Apex Common Stock that may be issuable pursuant to
      the exercise of exchanged AvePoint stock options (such aggregate amount, the
      "Aggregate Stock Consideration"). The Aggregate Stock Consideration will be
      increased by a number of shares of Apex Common Stock equal to the aggregate
      exercise price of the Exchanged Options divided by $10.00;

(b) AvePoint’s stockholders who hold shares of Series C Preferred Stock, par

      value $0.001 ("AvePoint Preferred Stock") will receive an aggregate amount
      of $135 million (subject to deduction for Preferred PIPE Fees) from the
      Aggregate Cash Consideration and will receive the balance of their
      consideration in shares of Apex Common Stock from the Aggregate Stock

(c) All holders of shares of common stock of AvePoint, par value $0.001 per

      share ("AvePoint Common Stock") other than the Named Executives will receive
      an aggregate amount of between $75 million and approximately $92 million in
      cash (subject to deduction for certain expenses) based on an election ("Cash
      Election") from the balance of the Aggregate Cash Consideration and will
      receive the remainder of their consideration in shares of...

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