UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39048 Apex Technology Acquisition Corporation name of registrant as specified in its charter) | --- | |-------------------------------------- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39048 Apex Technology Acquisition Corporation (Exact name of registrant as specified in its charter) | --- | --- | |----------------|-------| | | ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39048 Apex Technology Acquisition Corporation (Exact name of registrant as specified in its charter) | --- | --- | |----------------------------- ...

PART I [Business](index=6&type=section&id=Item%201.%20Business) The company is a blank check company targeting software and internet technology businesses for acquisition Acquisition Strategy and Criteria | Criteria | Target Specification | | :--- | :--- | | **Enterprise Value** | Between $650 million and $2 billion | | **Industry Focus** | Software and internet technology sectors | | **NASDAQ Rule** | Business combination must have an aggregate fair market value of at least 80% of the assets held in the trust account | Financial Position for Business Combination | Metric | Value (as of Dec 31, 2019) | | :--- | :--- | | **Funds in Trust Account** | $338,659,163 | | **Deferred Underwriting Fees** | $13,150,000 | - The company is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, or similar business combination, with a focus on the software and internet technology industries[10](index=10&type=chunk) - The company has until **September 19, 2021**, to complete its initial business combination, otherwise it will cease operations and liquidate[73](index=73&type=chunk) - Public stockholders are provided with redemption rights, allowing them to redeem their Class A common stock for approximately **$10.04 per share** upon completion of the initial business combination[56](index=56&type=chunk) [Risk Factors](index=23&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from its lack of operating history, the potential failure to complete a business combination, and the impact of COVID-19 - The company is an early-stage entity with **no operating history**, making it difficult for investors to evaluate its ability to achieve its business objective[99](index=99&type=chunk)[100](index=100&type=chunk) - The company may not complete its initial business combination by the **September 19, 2021 deadline**, which would force liquidation and render public warrants worthless[122](index=122&type=chunk)[123](index=123&type=chunk) - The **COVID-19 outbreak** poses a significant risk, potentially affecting the search for a business combination and the financial health of any potential target business[110](index=110&type=chunk)[111](index=111&type=chunk)[112](index=112&type=chunk) - A large number of public stockholders exercising their **redemption rights** could make the company's financial condition unattractive to targets or prevent deal completion[114](index=114&type=chunk)[116](index=116&type=chunk) - **Conflicts of interest** may arise as the sponsor, officers, and directors will lose their entire investment if a business combination is not completed[218](index=218&type=chunk)[219](index=219&type=chunk) - The company's securities may be **delisted from NASDAQ** if it fails to meet continued listing requirements, which would limit liquidity[133](index=133&type=chunk)[134](index=134&type=chunk)[135](index=135&type=chunk) [Unresolved Staff Comments](index=57&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - There are **no unresolved staff comments**[281](index=281&type=chunk) [Properties](index=57&type=section&id=Item%202.%20Properties) The company does not own real estate and utilizes office space provided by its sponsor for a monthly fee - The company does not own any real estate or other material physical properties[282](index=282&type=chunk) - The company's principal executive office space is provided by its sponsor as part of a **$15,000 monthly administrative support agreement**[282](index=282&type=chunk) [Legal Proceedings](index=57&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently involved in any litigation - To the knowledge of management, there is **no current litigation pending** against the company[283](index=283&type=chunk) [Mine Safety Disclosures](index=57&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company's business operations - Not applicable[283](index=283&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=58&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's units, common stock, and warrants trade on the Nasdaq Capital Market Trading Information | Security | Trading Symbol | Exchange | | :--- | :--- | :--- | | Units | APXTU | Nasdaq Capital Market | | Class A Common Stock | APXT | Nasdaq Capital Market | | Warrants | APXTW | Nasdaq Capital Market | - As of March 27, 2020, there were three holders of record for units, one for Class A common stock, one for Class B common stock, and one for warrants[286](index=286&type=chunk) [Selected Financial Data](index=58&type=section&id=Item%206.%20Selected%20Financial%20Data) This item is not required for the company - Not required[286](index=286&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=59&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company has no operations, with net income of $900,810 for 2019 derived solely from interest on funds held in trust Results of Operations (April 5, 2019 - Dec 31, 2019) | Metric | Amount ($) | | :--- | :--- | | **Net Income** | **900,810** | | Interest Income (Trust Account) | 1,809,163 | | Operating Costs | (295,109) | | Franchise Taxes | (295,342) | | Provision for Income Taxes | (317,902) | Liquidity and Capital Resources (as of Dec 31, 2019) | Item | Amount ($) | | :--- | :--- | | **Cash held outside Trust Account** | 994,810 | | **Initial Public Offering Gross Proceeds** | 350,000,000 | | **Placement Units Gross Proceeds** | 8,100,000 | | **Amount placed in Trust Account** | 350,000,000 | - The company is a blank check company with **no operations or revenues** to date, with activities limited to organizational matters[289](index=289&type=chunk)[295](index=295&type=chunk) - The company has an agreement to pay an affiliate of its sponsor a monthly fee of **$15,000** for administrative support and has a deferred underwriting fee of **$13,150,000**[307](index=307&type=chunk)[308](index=308&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=62&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company has no material market or interest rate risk as funds are held in short-term U.S. government treasury securities - The company is **not subject to any material market or interest rate risk** as of December 31, 2019[312](index=312&type=chunk) - Proceeds from the IPO held in the trust account are invested in **short-term U.S. government treasury securities**, minimizing interest rate risk exposure[312](index=312&type=chunk) [Financial Statements and Supplementary Data](index=63&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section contains the company's audited financial statements for the period ending December 31, 2019 - This section includes the company's audited financial statements and supplementary data, which appear following Item 15 of the report[313](index=313&type=chunk) [Financial Statements](index=78&type=section&id=Financial%20Statements) The audited financial statements show total assets of $353.0 million and net income of $900,810 for the period Balance Sheet Summary (as of December 31, 2019) | Account | Amount ($) | | :--- | :--- | | **Assets** | | | Cash and marketable securities held in Trust Account | 351,809,163 | | Total Assets | 352,987,612 | | **Liabilities & Equity** | | | Deferred underwriting commissions | 13,150,000 | | Total Liabilities | 13,768,244 | | Class A common stock subject to possible redemption | 334,219,360 | | Total Stockholders' Equity | 5,000,008 | Statement of Operations Summary (April 5, 2019 - Dec 31, 2019) | Account | Amount ($) | | :--- | :--- | | Loss from operations | (590,451) | | Interest earned on Trust Account | 1,809,163 | | **Net income** | **900,810** | - The independent auditor, WithumSmith+Brown, PC, issued an **unqualified opinion** on the financial statements[391](index=391&type=chunk) [Controls and Procedures](index=63&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of year-end 2019 - Management concluded that the company's disclosure controls and procedures were **effective** as of December 31, 2019[313](index=313&type=chunk) - A report on internal control over financial reporting is not included, as permitted for newly public companies[315](index=315&type=chunk) - There were **no material changes** in internal control over financial reporting during the most recent fiscal quarter[315](index=315&type=chunk) [Other Information](index=63&type=section&id=Item%209B.%20Other%20Information) The company reports no other information under this item - None[316](index=316&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=64&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company is led by experienced executives from Bessemer Venture Partners and Goldman Sachs, with a majority-independent board Key Management and Directors | Name | Position | | :--- | :--- | | **Jeff Epstein** | Co-Chief Executive Officer, Chief Financial Officer | | **Brad Koenig** | Co-Chief Executive Officer and Director | | **David Chao** | Director (Independent) | | **Peter Bell** | Director (Independent) | | **Donna Wells** | Director (Independent) | - The board of directors is divided into three classes, creating a **staggered board structure**[327](index=327&type=chunk) - The board has determined that a **majority of its directors are independent** under NASDAQ listing standards[329](index=329&type=chunk) - The company has established an **Audit Committee and a Compensation Committee**, both comprised of independent directors[334](index=334&type=chunk)[335](index=335&type=chunk)[337](index=337&type=chunk) [Executive Compensation](index=69&type=section&id=Item%2011.%20Executive%20Compensation) No officers receive cash compensation, but an affiliate of the sponsor is paid a monthly fee for administrative support - **No officers or directors have received any cash compensation** for services rendered[347](index=347&type=chunk) - An affiliate of the sponsor is paid **$15,000 per month** for office space, utilities, and administrative support[347](index=347&type=chunk) - Officers and directors are reimbursed for out-of-pocket expenses incurred on behalf of the company[347](index=347&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=71&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) The sponsor holds all Class B founder shares, while several institutional investors hold significant stakes in the Class A common stock Beneficial Owners of More Than 5% of Class A Common Stock | Owner | Shares Owned | % of Class | | :--- | :--- | :--- | | HCG Investment Management Inc | 2,740,000 | 7.65% | | Siu Min Wong | 2,588,432 | 7.23% | | UBS O'Connor LLC | 2,500,000 | 6.98% | | Polar Asset Management Partners Inc | 1,973,660 | 5.51% | | MMCAP International Inc. SPC | 1,800,000 | 5.03% | - Apex Technology Sponsor LLC is the beneficial owner of **8,750,000 shares of Class B common stock (100% of the class)** and 657,500 shares of Class A common stock (1.84% of the class)[353](index=353&type=chunk) - All executive officers and directors as a group beneficially own **100% of the Class B common stock** through their interests in the sponsor[353](index=353&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=72&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company has multiple related-party transactions with its sponsor, including the purchase of founder shares and a monthly administrative fee - The sponsor purchased **8,750,000 founder shares** (Class B stock) for an aggregate price of **$25,000**[363](index=363&type=chunk) - Simultaneously with the IPO, the sponsor and Cantor purchased **810,000 placement units at $10.00 per unit** for an aggregate of $8.1 million[364](index=364&type=chunk) - The company pays an affiliate of the sponsor **$15,000 per month** for office space and administrative support[365](index=365&type=chunk) - The sponsor may provide up to **$1,500,000 in working capital loans**, which can be converted into units at $10.00 per unit[369](index=369&type=chunk) - The board of directors has determined that Messrs. Chao and Bell and Ms. Wells are **independent directors**[376](index=376&type=chunk) [Principal Accountant Fees and Services](index=74&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) The company paid its auditor, WithumSmith+Brown, PC, approximately $57,680 in audit fees for 2019 Accountant Fees (April 5, 2019 - Dec 31, 2019) | Fee Category | Amount ($) | | :--- | :--- | | **Audit Fees** | ~57,680 | | **Audit-Related Fees** | 0 | | **Tax Fees** | 0 | | **All Other Fees** | 0 | - The audit committee pre-approves all auditing and permitted non-audit services performed by the independent auditor[381](index=381&type=chunk) PART IV [Exhibits, Financial Statement Schedules](index=75&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all documents filed as part of the Form 10-K, including financial statements and various agreements - This section provides an index of all financial statements and exhibits filed with the Form 10-K[383](index=383&type=chunk)[384](index=384&type=chunk) [Form 10-K Summary](index=75&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable - Not applicable[384](index=384&type=chunk)

PART I – FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The unaudited financial statements show a post-IPO SPAC with no operating revenue, $351.6 million in assets, and net income from trust interest [Condensed Balance Sheet](index=4&type=section&id=Condensed%20Balance%20Sheet) The balance sheet shows total assets of $351.6 million, dominated by trust account funds, and $333.3 million of redeemable Class A common stock Condensed Balance Sheet as of September 30, 2019 | Category | Amount (USD) | | :--- | :--- | | **Assets** | | | Current Assets | $1,453,908 | | Cash and marketable securities held in Trust Account | $350,177,344 | | **Total Assets** | **$351,631,252** | | **Liabilities & Stockholders' Equity** | | | Total Current Liabilities | $134,099 | | Deferred underwriting commissions | $13,150,000 | | **Total Liabilities** | **$13,284,099** | | Class A common stock subject to possible redemption | $333,347,150 | | **Total Stockholders' Equity** | **$5,000,003** | | **Total Liabilities and Stockholders' Equity** | **$351,631,252** | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) The company generated net income of $28,595 solely from interest earned on its trust account, offset by operating expenses Statement of Operations Highlights (Inception to Sep 30, 2019) | Description | Amount (USD) | | :--- | :--- | | Loss from operations | ($132,507) | | Interest earned on marketable securities held in Trust Account | $177,344 | | Income before provision for income taxes | $44,837 | | Provision for income taxes | ($16,242) | | **Net income** | **$28,595** | [Condensed Statement of Cash Flows](index=6&type=section&id=Condensed%20Statement%20of%20Cash%20Flows) Financing activities provided $351.5 million, while investing activities used $350.0 million, leaving $1.24 million in cash for operations Cash Flow Summary (Inception to Sep 30, 2019) | Activity | Net Cash Flow (USD) | | :--- | :--- | | Net cash used in operating activities | ($229,700) | | Net cash used in investing activities | ($350,000,000) | | Net cash provided by financing activities | $351,468,558 | | **Net Change in Cash** | **$1,238,858** | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) Notes detail the company's SPAC structure, IPO proceeds, 24-month combination period, and related-party transactions with its Sponsor - The company was formed on April 5, 2019, to effect a business combination, with an intended focus on the **software and internet technology industries**[19](index=19&type=chunk)[20](index=20&type=chunk) - On September 19, 2019, the company completed its IPO, generating **gross proceeds of $350 million**, which were placed in a Trust Account[22](index=22&type=chunk)[25](index=25&type=chunk) - The company has until **September 19, 2021** (the "Combination Period") to consummate a Business Combination, or it will be required to cease operations and liquidate[29](index=29&type=chunk) - The Sponsor has agreed to pay a monthly fee of **$15,000 for office space, utilities, and administrative support**, commencing September 16, 2019[60](index=60&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's blank check status, IPO-related activities, and financial sufficiency for its business combination search - The company is a **blank check company** formed on April 5, 2019, for the purpose of effecting a business combination and has not engaged in any operations to date[86](index=86&type=chunk)[92](index=92&type=chunk) - Following the IPO and private placement, **$350 million was placed in the Trust Account**, and the company incurred **$19.8 million in transaction costs**, including $13.15 million in deferred underwriting fees[97](index=97&type=chunk) - The company has **$1,238,858 in cash held outside the Trust Account** for working capital purposes, intended to fund the search for and due diligence on a target business[95](index=95&type=chunk)[100](index=100&type=chunk) Results of Operations Summary | Period | Net Income (USD) | Key Components | | :--- | :--- | :--- | | Three months ended Sep 30, 2019 | $29,595 | Interest income of $177,344 offset by operating costs and taxes | | Inception (Apr 5, 2019) to Sep 30, 2019 | $28,595 | Interest income of $177,344 offset by operating costs and taxes | [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's market risk is minimal as trust account funds are invested in short-term U.S. government securities - The company believes there is **no material exposure to interest rate risk** because funds in the Trust Account are invested in short-term U.S. government treasury bills, notes, or bonds, or in certain money market funds[107](index=107&type=chunk) [Item 4. Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective with no material changes to internal controls during the quarter - Management concluded that the company's **disclosure controls and procedures were effective** as of September 30, 2019[109](index=109&type=chunk) - There were **no changes in the company's internal control over financial reporting** during the most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, internal controls[110](index=110&type=chunk) PART II – OTHER INFORMATION [Item 1. Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no current legal proceedings - None[110](index=110&type=chunk) [Item 1A. Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the risk factors previously disclosed in the company's final prospectus have occurred - As of the date of this report, there have been **no material changes to the risk factors** disclosed in the company's final prospectus filed with the SEC[111](index=111&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=29&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company details the use of proceeds from its $350 million IPO and an $8.1 million private placement - On September 19, 2019, the company consummated its IPO of 35,000,000 Units at $10.00 per Unit, generating **gross proceeds of $350,000,000**[112](index=112&type=chunk) - Simultaneously with the IPO, the company completed a private placement of 810,000 Placement Units at $10.00 per unit, generating **total proceeds of $8,100,000**[113](index=113&type=chunk) - Of the gross proceeds from the IPO and private placement, **$350,000,000 was placed in the Trust Account**[115](index=115&type=chunk) [Item 3. Defaults Upon Senior Securities](index=30&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[116](index=116&type=chunk) [Item 4. Mine Safety Disclosures](index=30&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company's business - Not applicable[117](index=117&type=chunk) [Item 5. Other Information](index=31&type=section&id=Item%205.%20Other%20Information) The company reports no other material information - None[117](index=117&type=chunk) [Item 6. Exhibits](index=31&type=section&id=Item%206.%20Exhibits) This section lists key legal and financial agreements filed with the report, such as the Underwriting and Warrant Agreements - Lists key legal and financial agreements filed with the report, such as the **Underwriting Agreement, Warrant Agreement, and Investment Management Trust Agreement**[119](index=119&type=chunk)