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Insider Trading Arrangements
3 Months Ended
Mar. 31, 2024
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Insider Trading Arr Line Items  
Material Terms of Trading Arrangement [Text Block]

ITEM 5. OTHER INFORMATION

 

On March 4, 2024, Zhijian Lu, an affiliate of the Company, entered into a Rule 10b5-1 trading arrangement (the “Lu 10b5-1 Plan”). The Lu 10b5-1 Plan is intended to satisfy the affirmative defense of Rule 10b5-1(c). The Lu 10b5-1 Plan provides for the sale of up to 480,000 shares of the Company’s common stock from time to time between June 10, 2024 and January 31, 2025. Due to the pricing conditions set forth in the Lu 10b5-1 Plan, the number of shares actually sold under the plan may be less than the maximum number of shares that can be sold. The Lu 10b5-1 Plan will expire on January 31, 2025, or earlier if all shares under the plan are sold prior to that date.

 

Growth Equity Fund

 

The Company formed AvePoint Ventures, LLC (“APV”), a wholly owned subsidiary, for the sole purpose of investing in A3 Ventures Fund 1, L.P., a Cayman Islands exempted limited partnership (the “A3V Fund”) formed and managed by Lumens Capital Partners, Ltd., a Singapore-based private fund adviser (collectively with its affiliates, “LCP”). On February 28, 2024, the Company entered into an agreement with APV and A3V Fund. APV shall serve as the cornerstone investor for the A3V Fund, which will focus its investments in companies (a) in the growth equity phase (i.e., “Series B” equity offerings and onwards) as well as mature cashflow generating businesses with strong growth potential; and (b) located in established enterprise software markets that map to LCP’s and the Company’s professional expertise and geographical footprint – in particular, USA, England, France, Germany, Japan, South Korea, Singapore, and Australia.

 

The A3V Fund will seek primarily controlling stakes in such portfolio companies, whether through equity, debt, or hybrid investments. LCP will manage the A3V Fund, and lead in the selection, monitoring and guidance of investments, seeking to enhance capital efficiency and business discipline through the scaling process until exit. APV shall assist LCP in managing the portfolio companies, using its professional expertise, as well as its software development and technology resources and platforms. In consideration for its participation in the A3V Fund as a cornerstone investor, APV will receive a portion of any performance allocations to be received by LCP in addition to any profits on its capital investments. APV will be entitled to appoint a representative to the limited partner advisory committee and will have certain consent rights with respect to fundamental matters regarding LCP and the A3V Fund. Other institutional investors and/or high net worth individuals will also be allowed to commit capital to the A3V Fund.

 

APV has committed US $50 million to the A3V Fund, which will be called as needed for portfolio investments and to pay fees and expenses of the A3V Fund.

 

The description above is qualified entirely by reference to Exhibit 10.1 related to the A3V Fund investment.

 

Trading Arrangement, Securities Aggregate Available Amount 480,000
Rule 10b5-1 Arrangement Terminated [Flag] false
Non-Rule 10b5-1 Arrangement Adopted [Flag] false
Non-Rule 10b5-1 Arrangement Terminated [Flag] false
Trading Arrangement Adoption Date March 4, 2024
Trading Arrangement, Individual Name Zhijian Lu
Trading Arrangement, Individual Title affiliate
Rule 10b5-1 Arrangement Adopted [Flag] true
Trading Arrangement Expiration Date January 31, 2025