8-K: AvePoint Prices Secondary Offering, Dual Lists on SGX-ST

AvePoint announced the pricing of a 13.29 million share public offering by selling stockholders and its secondary listing on the Singapore Exchange.

Summary

• AvePoint, Inc. priced an underwritten public offering of 13,290,360 shares of its common stock, sold by various selling securityholders.
• The public offering price is S$19.50 per share, which is approximately US$15.21.
• Selling Securityholders are expected to receive approximately US$202 million in proceeds before expenses from the offering.
• The company will not receive any proceeds from the sale of shares by the Selling Securityholders.
• AvePoint has applied for a secondary listing by way of introduction on the Main Board of the Singapore Exchange Securities Trading Limited (SGX-ST).
• Trading on the SGX-ST under the symbol AVP is anticipated to commence at 9:00 a.m. (Singapore time) on September 19, 2025, following the offering's settlement.
• An over-allotment option for up to an additional 1,993,550 shares was granted by KEM Phoenix, LLC to the underwriters, exercisable for 30 days from the SGX-ST listing date.
• Shares sold in the offering and listed on the SGX-ST will not be transferable to Nasdaq for a period of 30 days following the SGX-ST listing.

Sentiment

Score: 7

Explanation: The secondary listing on the SGX-ST is a strategic positive for market access and liquidity, even though the company itself is not raising capital. The offering allows existing shareholders to monetize holdings, which is a neutral to slightly positive event for them. The overall sentiment is positive due to expanded market presence and potential for increased investor interest.

Positives

• The secondary listing on the SGX-ST is expected to create a new market for AvePoint's common stock, potentially enhancing liquidity and broadening investor access.
• AvePoint has successfully received a letter of eligibility from the SGX-ST for the listing and quotation of its common stock.
• The offering provides an opportunity for existing shareholders to monetize a portion of their holdings, which can be a positive for investor confidence and capital allocation.

Negatives

• The company will not receive any proceeds from the sale of shares in this offering, meaning no direct capital infusion for company operations or growth initiatives.
• AvePoint has agreed to pay certain expenses for the Selling Securityholders in connection with the offering, excluding underwriting discounts and commissions.

Risks

• Changes in the competitive and regulated industries in which AvePoint operates could materially affect its business.
• Variations in operating performance across competitors may impact AvePoint's market position and financial results.
• Changes in laws and regulations affecting AvePoint's business could lead to increased compliance costs or operational restrictions.
• The company's ability to implement business plans, forecasts, and identify and realize additional opportunities may be subject to unforeseen challenges.
• There is a risk of downturns in the broader market and the technology industry, which could adversely affect AvePoint's stock price and business performance.
• Stabilization activities by the Stabilizing Manager on the SGX-ST could influence the market price of the shares, potentially deviating from natural market forces.

Future Outlook

AvePoint's forward-looking statements indicate an expectation to create a new market for its common stock on the SGX-ST, aiming to enhance liquidity and investor access. The company has committed to maintaining its listing on both NASDAQ and SGX-ST for at least one year post-listing and to facilitate the fungibility and transfer of shares between the Central Depository (Pte) Limited (CDP) and The Depository Trust Company (DTC) for as long as the shares are listed on the SGX-ST.

Industry Context

This secondary listing on the Singapore Exchange by AvePoint aligns with a broader trend of technology companies seeking to expand their global investor base and enhance liquidity by dual-listing in prominent international financial centers. Singapore, as a key hub in Asia, offers access to a diverse pool of investors and increased visibility in a rapidly growing market, which can be strategically beneficial for global software and data security firms.

Legal Proceedings

• The company represents that there are no legal or governmental proceedings pending or threatened to which it or any of its subsidiaries is a party, or to which any of their properties are subject, that would have a Material Adverse Effect, other than those accurately described in the Registration Statement, Time of Sale Prospectus, and Prospectus.

Related Party Transactions

• The offering involves the sale of shares by certain Selling Securityholders, who are identified as related parties.
• KEM Phoenix, LLC, a Selling Securityholder, granted the over-allotment option to the underwriters.
• Anchor IV Pte. Ltd. entered into a stock lending agreement with UBS AG, Singapore Branch (Stabilizing Manager) to facilitate over-allotment and stabilization.

Stakeholder Impact

• **Shareholders**: Existing shareholders (Selling Securityholders) are monetizing a portion of their investment. New investors, particularly in the Singapore market, gain access to AvePoint shares, potentially increasing the overall investor base and liquidity.
• **Company**: Benefits from increased market visibility and potential liquidity for its stock due to the dual listing, without diluting existing shareholders or incurring direct capital raise costs.
• **Employees**: Officers and directors are subject to a 90-day lock-up agreement, with specific exceptions for equity-based awards and trading plans.

Next Steps

• Settlement of the Offering on or around September 18, 2025.
• Common Stock to begin trading on the SGX-ST at 9:00 a.m. (Singapore time) on September 19, 2025.
• The underwriters' over-allotment option is exercisable for 30 days from the SGX-ST listing date.
• The company will maintain its listing on NASDAQ and SGX-ST for at least one year after the Listing Date.
• The company will maintain fungibility and facilitate the transfer of Shares between CDP and The Depository Trust Company for as long as the Shares are listed on the SGX-ST.

Key Dates

Recommendation

The filing details a secondary offering by existing shareholders and a dual listing on the SGX-ST. While the dual listing is a strategic positive for market access and liquidity, the company itself is not raising capital, meaning no direct funds are flowing into the business for growth or operations. The offering allows existing shareholders to realize value, which is a neutral event for the company's fundamentals. Given no new capital for the company and no new operational or financial performance data, a 'hold' recommendation is appropriate, acknowledging the strategic market expansion without a direct impact on the company's immediate financial position or operational outlook.

Keywords

AvePoint, AVPT, SGX-ST, Nasdaq, Public Offering, Secondary Listing, Common Stock, Selling Securityholders, Underwriting Agreement, Data Security, Governance, Resilience, Cloud Marketplaces, Software