| 2021-06-02 |
股东大会：
将于2021-06-30召开股东大会
会议内容 ▼▲
- 1.The “Business Combination Proposal”-To consider and vote upon a proposal to approve and adopt the Business Combination Agreement, dated as of November 23, 2020, as amended on December 30, 2020, March 8, 2021 and May 18, 2021 (as may be further amended from time to time, the “Business Combination Agreement”), by and among Apex, AvePoint, Inc., a Delaware corporation (“AvePoint”), Athena Technology Merger Sub, Inc., a Delaware corporation (“Merger Sub 1”), and Athena Technology Merger Sub 2, LLC, a Delaware limited liability company (“Merger Sub 2” and, together with Merger Sub 1, “Merger Subs” and each, a “Merger Sub”) and the transactions contemplated thereby, pursuant to which Apex will issue shares of common stock of Apex, par value $0.0001 per share (“Apex Common Stock”) to holders of common stock of AvePoint, par value $0.001 per share (“AvePoint Common Stock”) and holders of preferred stock of AvePoint, par value $0.001 per share (“AvePoint Preferred Stock”), and 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 Apex, and promptly following the First Merger, AvePoint will be merged with and into Merger Sub 2 (the “Second Merger,” together with the First Merger, the “Mergers” and, collectively with the other transactions described in the Business Combination Agreement, the “Business Combination”), with Merger Sub 2 surviving the Business Combination as a wholly-owned subsidiary of Apex (the “Combined Company”).
2.The “Charter Proposals”-To consider and vote upon a proposal to amend Apex’s amended and restated certificate of incorporation (the “Existing Certificate of Incorporation”). The proposed amendments detailed below will be voted on separately and are collectively referred to as the “Charter Proposals.”
2.1.Name Change Charter Amendment-To change Apex’s name to “AvePoint, Inc.”;
2.2.Authorized Share Charter Amendment-To increase the number of authorized shares of our common stock and “blank check” preferred stock;
2.3.Actions by Stockholders Charter Amendment-To require that stockholders only act at annual and special meeting of the corporation and not by written consent;
2.4.Corporate Opportunity Charter Amendment-To eliminate the current limitations in place on the corporate opportunity doctrine;
2.5.Voting Thresholds Charter Amendment-To increase the required vote thresholds for stockholders approving amendments to the certificate of incorporation and bylaws to 66 2/3%;
2.6.Additional Charter Amendment-To approve all other changes, including eliminating certain provisions related to special purpose acquisition corporations that will no longer be relevant following the consummation of the Business Combination (the “Closing”).
3.The “Incentive Plan Proposal”-To consider and vote upon a proposal to approve the AvePoint, Inc. 2021 Equity Incentive Plan (the “2021 Plan”), to assist the Combined Company in securing and retaining the services of employees, directors and consultants, to provide incentives for such persons to exert maximum efforts for the success of the Combined Company and its affiliates and to provide a means by which such persons may be given an opportunity to benefit from increases in value of the common stock of the Combined Company through the granting of awards under the 2021 Plan.
4.The “ESPP Proposal”-To consider and vote upon a proposal to approve the AvePoint, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”), to assist the Combined Company in aligning the long-term financial interests of its employees with the financial interests of its stockholders, as well as attracting, retaining and motivating employees and encouraging them to devote their best efforts to the Combined Company’s business and financial success.
5.The “Nasdaq Proposals”-To consider and vote upon proposals to (a) issue Apex Common Stock to AvePoint’s equityholders in connection with the Mergers pursuant to the Business Combination Agreement, and (b) issue Apex Common Stock to the investors in the PIPE (as defined herein).
6.The “Adjournment Proposal”-A proposal to adjourn the special meeting of Apex’s stockholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote at such special meeting.
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