IPO and Fundraising - The company completed its IPO on July 30, 2021, raising gross proceeds of $250.0 million from the sale of 25,000,000 units at $10.00 per unit[17]. - An additional 3,250,000 units were sold through an over-allotment option, generating approximately $32.5 million in gross proceeds[17]. - The private placement of 800,000 units at $10.00 per unit with the Sponsor and anchor investors raised gross proceeds of $8.0 million[18]. - Approximately $250.0 million of the net proceeds from the IPO and certain private placement proceeds were placed in a Trust Account, to be invested in U.S. government securities[19]. - The company has $272,612,500 in net proceeds from the public offering and private placement units available for initial business combination[137]. Business Combination Requirements - The company must complete one or more initial business combinations with an aggregate fair market value of at least 80% of the net assets held in the Trust Account[21]. - If the company fails to complete a business combination within the Combination Period, it will redeem public shares at a price equal to the amount in the Trust Account divided by the number of outstanding public shares[22]. - The company is obligated to complete its initial business combination within 24 months from the closing of the public offering[94]. - The company anticipates that it will need 8,975,001 public shares, or 35.9% of the 25,000,000 public shares sold, to be voted in favor of the initial business combination for approval[50]. - The company may not complete its initial business combination if a substantial majority of shareholders do not agree with the transaction[142]. Redemption Rights and Procedures - The initial cash amount in the Trust Account is expected to be $10.00 per public share, which will be the redemption price for shareholders[45]. - The company will provide public shareholders with the opportunity to redeem their shares upon completion of the initial business combination, regardless of their voting decision[45]. - Public shareholders must tender their shares or deliver them electronically to exercise redemption rights, with a deadline of two business days prior to the scheduled vote on the business combination[56]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001, avoiding SEC "penny stock" rules[64]. - If the initial business combination is not completed within 24 months from the public offering, the company will redeem public shares at a per-share price equal to the amount in the Trust Account, estimated at $10.00 per share[62][66]. Financial and Operational Risks - The company may need additional financing to complete its initial business combination if the transaction requires more cash than available in the Trust Account[26]. - Claims by creditors could reduce the amount available in the Trust Account, potentially leading to a per-share redemption amount of less than $10.00[66][70]. - The company may face bankruptcy risks that could reduce the per-share amount received by shareholders during liquidation, potentially lowering it below $10.00 per public share[111]. - The COVID-19 outbreak may adversely affect the search for a business combination and the status of debt and equity markets[95]. - The company may face challenges in obtaining additional financing for the initial business combination, which could lead to restructuring or abandonment of the deal[151]. Management and Governance - The company has not yet selected a prospective partner for a business combination and has not initiated substantive discussions with any candidates[25]. - The management team will conduct extensive due diligence on prospective partner businesses, including meetings with management and document reviews[31]. - The company may face conflicts of interest due to relationships with affiliated entities during the business combination process[132]. - Executive officers and directors are not required to commit full time to the company's affairs, which may lead to conflicts of interest and impact the ability to complete the initial business combination[179]. - The company has not adopted a policy to prohibit directors and officers from having financial interests in transactions, which may lead to conflicts of interest[182]. Shareholder Rights and Voting - Shareholders are restricted from redeeming more than 15% of the shares sold in the public offering without prior consent, to prevent large blocks of shares from being used to block the business combination[53]. - If the company seeks shareholder approval, it will only complete the business combination if it obtains a majority vote from shareholders attending the meeting[50]. - The company may not hold a shareholder vote for business combinations if not required by law, potentially allowing combinations without majority support[82]. - The absence of a specified maximum redemption threshold may allow the company to complete a business combination despite shareholder dissent[141]. - Amendments to the memorandum and articles of association may be easier for the company compared to other blank check companies, potentially impacting shareholder rights[144]. Share Structure and Dilution - The company has authorized the issuance of up to 200 million Class A ordinary shares, with 163,516,667 available for issuance immediately after the public offering[197]. - The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial business combination, which will not have redemption rights[197]. - The company may issue additional Class A ordinary shares or preference shares to complete the initial business combination, which could dilute existing shareholders' interests[197]. - The potential issuance of a substantial number of additional Class A ordinary shares upon exercise of warrants could make the company a less attractive acquisition vehicle to prospective partner businesses[212]. - Issuing additional shares may significantly dilute the equity interest of investors in the public offering, especially if Class B ordinary shares convert to Class A ordinary shares at a greater than one-to-one ratio[200]. Warrant and Liability Issues - The company issued warrants to purchase 9,416,666 Class A ordinary shares as part of the units offered in its IPO, with private placement units having underlying warrants for an additional 288,334 Class A ordinary shares at $11.50 per share[211]. - The company may redeem outstanding public warrants at a price of $0.01 per warrant if the closing price of Class A ordinary shares equals or exceeds $18.00 for any 20 trading days within a 30 trading-day period[210]. - The company’s warrants will be accounted for as a warrant liability and recorded at fair value upon issuance, which may adversely affect the market price of Class A ordinary shares[203]. - The structure of the units, containing one-third of one redeemable warrant, may cause the units to be worth less than units of other blank check companies that include a whole warrant[213]. - The underwriters are entitled to deferred commissions that will be released only upon the completion of an initial business combination, creating potential conflicts of interest[183].
Alpha Partners Technology Merger (APTM) - 2021 Q4 - Annual Report