AvePoint, Inc.
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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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053604104
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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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CUSIP No. 053604104
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Page 2 of 10 Pages
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1
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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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☐
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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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11
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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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PN
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CUSIP No. 053604104
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Page 3 of 10 Pages
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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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☐
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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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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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11
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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
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
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||
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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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CUSIP No. 053604104
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Page 4 of 10 Pages
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Item 1. |
Security and Issuer
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Item 2. |
Identity and Background
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Item 3. |
Source and Amount of Funds or Other Consideration
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CUSIP No. 053604104
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Page 5 of 10 Pages
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•
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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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•
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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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•
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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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CUSIP No. 053604104
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Page 6 of 10 Pages
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Item 4. |
Purpose of Transaction
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Item 5. |
Interest in Securities of the Issuer
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CUSIP No. 053604104
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Page 7 of 10 Pages
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Item 6. |
Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer
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Item 7. |
Material to Be Filed as Exhibits
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CUSIP No. 053604104
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Page 8 of 10 Pages
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Sixth Street Partners Management Company, L.P. | |||
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By:
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/s/ David Stiepleman | |
Name: David Stiepleman | |||
Title: Authorized Signatory of the GP of Sixth Street Partners
Management Company, L.P.
|
|||
Alan Waxman | |||
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By:
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/s/ Joshua Peck | |
Name: Joshua Peck | |||
Title: Joshua Peck, on behalf of Alan Waxman
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|||
CUSIP No. 053604104
|
Page 9 of 10 Pages
|
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Sixth Street Partners Management Company, L.P. | |||
|
By:
|
/s/ David Stiepleman | |
Name: David Stiepleman | |||
Title: Authorized Signatory of the GP of Sixth Street Partners
Management Company, L.P.
|
|||
Alan Waxman | |||
|
By:
|
/s/ Joshua Peck | |
Name: Joshua Peck | |||
Title: Joshua Peck, on behalf of Alan Waxman
|
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CUSIP No. 053604104
|
Page 10 of 10 Pages
|
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