As filed with the U.S. Securities and Exchange Commission on July 23, 2021.

Registration No. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THESECURITIES ACT OF 1933

AVEPOINT, INC.

(Exactname of registrant as specified in its charter)

525 Washington Blvd, Suite 1400

Jersey City, NJ 07310

(201) 793-1111

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Brian Brown

ChiefOperating Officer, General Counsel and Secretary

AvePoint, Inc.

525 Washington Blvd, Suite 1400

Jersey City, NJ 07310

(201) 793-1111

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

JohnT. McKenna

Brian F. Leaf

Katie Kazem

Cooley LLP

3175 Hanover Street

Palo Alto, CA 940304

(650) 843-5000

Approximatedate of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933, check the following box.  ☒

If this Form is filed to register additional securities for anoffering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under theSecurities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☒

CALCULATION OF REGISTRATION FEE

The Registranthereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter becomeeffective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed.These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities nor does it seek an offer to buy these securitiesin any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated July 23, 2021

PRELIMINARY PROSPECTUS

Up to 140,377,474 Shares of Common Stock

Up to 17,905,000 Shares of Common Stock Issuable Upon Exercise of Warrants

Up to 405,000 Warrants to Purchase Common Stock

This prospectusrelates to the issuance by us of an aggregate of up to 17,905,000 shares of our common stock, $0.0001 par value per share (the “common stock”), which consists of (i) up to 405,000 shares of common stock that are issuable uponthe exercise of 405,000 warrants (the “Private Warrants”) originally issued in a private placement to Apex Technology Sponsor LLC (the “Sponsor”) in connection with the initial public offering of Apex TechnologyAcquisition Corporation (“Apex”) and (ii) up to 17,500,000 shares of common stock that are issuable upon the exercise of 17,500,000 warrants (the “Public Warrants” and, together with the Private Warrants, the“Warrants”) originally issued in the initial public offering of Apex. We will receive the proceeds from any exercise of any Warrants for cash.

This prospectus also relates to the offer and sale from time to time by the selling securityholders named in this prospectus or their permittedtransferees (the “selling securityholders”) of (i) up to 140,377,474 shares of common stock consisting of (a) up to 14,000,000 shares of common stock issued in a private placement pursuant to subscription agreements (the“Subscription Agreements”) entered into on November 23, 2020, as amended, (b) up to 9,560,000 shares of common stock (which includes 2,916,700 Sponsor Earn-Out Shares (as defined below)) issued in a private placement to theSponsor and Cantor Fitzgerald & Co in connection with the initial public offering of Apex (the “Sponsor Shares”), (c) up to 405,000 shares of common stock issuable upon exercise of the Private Warrants, (d) up to17,500,000 shares of common stock issuable upon exercise of the Public Warrants and (e) up to 98,912,474 shares of common stock pursuant to that certain Amended and Restated Registration Rights Agreement, dated July 1, 2021, between us and theselling securityholders granting such holders registration rights with respect to such shares and (ii) up to 405,000 Private Warrants. We will not receive any proceeds from the sale of shares of common stock or Warrants by the sellingsecurityholders pursuant to this prospectus.

The selling securityholders may offer, sell or distribute all or a portion of the securitieshereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of the shares of common stock or Warrants, except with respect to amountsreceived by us upon exercise of the Warrants. We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” laws. The sellingsecurityholders will bear all commissions and discounts, if any, attributable to their sale of shares of common stock or Warrants. See the section titled “Plan of Distribution.”

Our common stock and Warrants are listed on the Nasdaq Global Select Market under the symbols “ AVPT” and “ AVPTW,”respectively. On July 22, 2021, the last reported sales price of our common stock was $11.59 per share and the last reported sales price of our Warrants was $3.07 per warrant.

We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, have elected to comply with reducedpublic company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company.

Investing inour securities involves a high degree of risks. You should review carefully the risks and uncertainties described in the section titled “Risk Factors” beginning on page 10 of this prospectus, and undersimilar headings in any amendments or supplements to this prospectus.

Neither theSecurities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated        , 2021

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the“SEC”) using the “shelf” registration process. Under this shelf registration process, the selling securityholders may, from time to time, sell the securities offered by them described in this prospectus. We will notreceive any proceeds from the sale by such selling securityholders of the securities offered by them described in this prospectus. This prospectus also relates to the issuance by us of the shares of common stock issuable upon the exercise of anyWarrants. We will not receive any proceeds from the sale of shares of common stock underlying the Warrants pursuant to this prospectus, except with respect to amounts received by us upon the exercise of the Warrants for cash.

Neither we nor the selling securityholders have authorized anyone to provide you with any information or to make any representations otherthan those contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the selling securityholders take responsibility for, andcan provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the selling securityholders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update orchange information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information to which we refer youin the sections of this prospectus titled “Where You Can Find More Information.”

On July 1, 2021, Legacy AvePoint, Apexand Merger Subs (as such terms are defined below), consummated the closing of the transactions contemplated by the Business Combination Agreement (as defined below). Pursuant to the terms of the Business Combination Agreement, a business combinationof Legacy AvePoint and Apex was effected by the merger of Merger Sub 1 (as defined below) with and into Legacy AvePoint, with Legacy AvePoint surviving the First Merger (as defined below) as a wholly-owned subsidiary of Apex, and promptly followingthe First Merger, Legacy AvePoint was merged with and into Merger Sub 2 (as defined below), with Merger Sub 2 surviving the Second Merger (as defined below) as a wholly-owned subsidiary of Apex. Following the consummation of the Mergers on theClosing Date (as defined below), the Surviving Entity (as defined below) changed its name to AvePoint US, LLC and Apex changed its name from Apex Technology Acquisition Corporation to AvePoint, Inc.

Unless the context indicates otherwise, references in this prospectus to the “AvePoint,” “we,” “us,”“our” and similar terms refer to AvePoint, Inc. (f/k/a Apex Technology Acquisition Corporation) and its consolidated subsidiaries (including Legacy AvePoint). References to “Apex” refer to the predecessor company prior to theconsummation of the Business Combination.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements” that involve substantial risks and uncertainties. The forward-lookingstatements are contained principally in the sections titled “Prospectus Summary” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” andelsewhere in this prospectus. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”“intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will” and “would,” or thenegative of these terms or other similar expressions intended to identify statements about the future. These statements speak only as of the date of this prospectus and involve known and unknown risks, uncertainties and other important factors thatmay cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We have based these forward-looking statements largelyon our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements include, without limitation, statementsabout:

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The foregoing list of risks is not exhaustive. Other sections of this prospectus may include additional factors that could harm our businessand financial performance. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. As a result of thesefactors, we cannot assure you that the forward-looking statements in this prospectus will prove to be accurate. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein,whether as a result of any new information, future events, changed circumstances or otherwise, except as required by law.

Becauseforward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of futureevents. Although we believe that we have a reasonable basis for each forward-looking statement contained in this prospectus, the events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual resultscould differ materially from those projected in the forward-looking statements. You should refer to the ‘‘Risk Factors’’ section of this prospectus for a discussion of important factors that may cause our actual results to differmaterially from those expressed or implied by our forward-looking statements.

You should read this prospectus and the documents that wereference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. Wequalify all of our forward-looking statements by these cautionary statements.

In addition, statements that “we believe” andsimilar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus and while we believe such information forms a reasonable basis for suchstatements, such information may be limited or incomplete, and such statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements areinherently uncertain, and investors are cautioned not to unduly rely upon these statements.

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TABLE OF CONTENTS

You should rely only on the information contained in this prospectus, any supplement to this prospectus or in any free writing prospectus,filed with the SEC. Neither we nor the selling securityholders have authorized anyone to provide you with additional information or information different from that contained in this prospectus filed with the SEC. We take no responsibility for, andcan provide no assurance as to the reliability of, any other information that others may give you. The selling securityholders are offering to sell, and seeking offers to buy, our securities only in jurisdictions where offers and sales arepermitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our securities. Our business, financial condition, results of operationsand prospects may have changed since that date.

For investors outside of the United States: Neither we nor the selling securityholders,have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come intopossession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our securities and the distribution of this prospectus outside the United States.

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FREQUENTLY USED TERMS

“Apex” means Apex Technology Acquisition Corporation (which was renamed AvePoint, Inc. in connection with the BusinessCombination).

“Apex IPO” means Apex’s initial public offering of units, consummated on September 19, 2019.

“Apex Initial Stockholders” means the initial stockholders of Apex, including Apex’s officers and Apex’sdirectors, listed on Schedule C of the Business Combination Agreement.

“Business Combination” means thetransactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the BusinessCombination Agreement and Plan of Reorganization, dated as of November 23, 2020, as amended on December 30, 2020, March 8, 2021 and May 18, 2021, and as may be further amended from time to time, by and among Apex, AvePoint andMerger Subs.

“Closing” means the consummation of the Business Combination.

“Closing Date” means July 1, 2021, the date on which the Closing occurred.

“Closing Price” means, for each day that the common stock is trading on the Nasdaq Global Select Market, the closing price(based on such trading day) of shares of common stock on the Nasdaq Global Select Market, as reported on Nasdaq.com.

“Cantor” means Cantor Fitzgerald & Co, representative of the underwriters of the Apex IPO.

“Cantor Shares” means the 152,500 units initially purchased by Cantor and certain of its designees in a private placement inconnection with the Apex IPO.

“First Merger” means the merger of Merger Sub I with and into Legacy AvePoint, withLegacy AvePoint surviving the First Merger as a wholly-owned subsidiary of Apex.

“Initial Stockholder Shares” means the657,500 units initially purchased by the Apex Initial Stockholders in a private placement in connection with the Apex IPO.

“Legacy AvePoint” means AvePoint, Inc. a Delaware corporation, doing business as AvePoint, Inc., and, unless the contextrequires otherwise, its consolidated subsidiaries.

“Mergers” means the First Merger and Second Merger, together.

“Merger Sub 1” means Athena Technology Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Apex.

“Merger Sub 2” means Athena Technology Merger Sub 2, LLC, a Delaware limited liability company and a wholly-owned subsidiaryof Apex.

“Merger Subs” means Merger Sub I and Merger Sub 2, together.

“Merger Sub Common Stock” means Merger Sub 1’s common stock, par value $0.00001 per share.

“PIPE” means that certain private placement in the aggregate amount of $140 million, to be consummated immediately priorto the consummation of the Business Combination, pursuant to those certain Subscription Agreements with Apex, and subject to the conditions set forth therein, pursuant to which the subscribers purchased 14,000,000 shares of our common stock at apurchase price of $10.00 per share.

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“PIPE Shares” means an aggregate of 14,000,000 shares of common stockissued to the subscribers in the PIPE.

“Private Warrants” means the 405,000 warrants to purchase shares of common stockpurchased in a private placement in connection with the Apex IPO.

“Public Warrants” means the 17,500,000 warrantsincluded as a component of the Apex units sold in the Apex IPO, each of which is exercisable for one share of common stock, in accordance with its terms.

“Registration Rights Agreement” means that certain Amended and Restated Registration Rights Agreement, dated July 1,2021, between and among AvePoint and certain securityholders who are parties thereto.

“Second Merger”means the merger ofLegacy AvePoint with and into Merger Sub 2, with Merger Sub 2 surviving as a wholly-owned subsidiary of Apex.

“Sponsor” means the Apex Technology Sponsor LLC.

“Sponsor Earn-Out Shares” means up to 2,916,700 shares of Apex Common Stock that the Sponsor deposited into escrow subject tothe following vesting provisions: a) 100% of the Sponsor Earn-Out Shares shall vest and be released to the Sponsor if at any time from and after the Closing through the seventh anniversary thereof, the Closing Price is greater than or equal to$15.00 (as adjusted for share splits, share capitalization, reorganizations, recapitalizations, and the like) over any 20 trading days within any 30 trading day period; and 100% of the remaining Sponsor Earn-Out Shares that have not previouslyvested under the Sponsor Support Agreement (as defined herein) shall vest and be released to the Sponsor if at any time from and after the Closing through the seventh anniversary thereof, Apex consummates a Subsequent Transaction.

“Sponsor Shares” means the Initial Stockholder Shares and Cantor Shares.

“Subsequent Transaction” means any transaction or series of related transactions, including any sale, merger, liquidation,exchange offer or other similar transaction, that is consummated after the effective time of the First Merger that results (a) in any person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) acquiringbeneficial ownership of 50% or more of the outstanding voting securities of AvePoint (as successor to Apex), directly or indirectly, immediately following such transaction, provided that any transaction or series of related transactions whichresults in at least 50% of the combined voting power of the then outstanding shares of common stock (or at least 50% of the combined voting power of the then outstanding shares of AvePoint (as successor to Apex) or any parent company of AvePointissued in exchange for common stock) immediately following the closing of such transaction (or series of related transactions) being beneficially owned, directly or indirectly, by individuals and entities who were the beneficial owners of at least50% of the shares of common stock outstanding immediately prior to such transaction (or series of related transactions), shall not be deemed a “Subsequent Transaction” or (b) a sale or disposition of all or substantially all of theassets of AvePoint (as successor to Apex) and its subsidiaries on a consolidated basis.

“Surviving Corporation” meansLegacy AvePoint following the consummation of the Mergers.

“Warrants” means the Private Warrants and the PublicWarrants, together.

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described belowtogether with all of the other information contained in this prospectus, including our financial statements and related notes appearing at the end of this prospectus and in the section titled “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations,” before deciding to invest in our common stock. If any of the events or developments described below were to occur, our business, prospects, operating results and financial condition could suffermaterially, the trading price of our common stock could decline, and you could lose all or part of your investment. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known tous or that we currently believe to be immaterial may also adversely affect our business.

Risks Related to our Business

Our success depends on our technology partners. In particular, our technical advantages are highly dependent on our partnership with Microsoft and othermajor software providers. Should Microsoft or these other providers acquire competitors that heavily overlap with our capabilities, or develop competing features, we may lose customer acquisition momentum and fail to secure renewals or growthtargets.

The significant majority of our customers choose to integrate their products and services with, or as an enhancement of,third-party solutions such as infrastructure, platforms or applications, in particular from Microsoft, Inc. (“Microsoft”). The functionality and popularity of our products and services depend largely on our ability to integrate ourplatform with third-party solutions, in particular Microsoft’s Azure, SharePoint and Office 365. We are dependent on technology partner solutions for several major categories of our offerings, including data management, migration, governance,protection and backup. As a result, our customers’ satisfaction with our products are highly dependent on their perception of, and satisfaction with, our third-party providers and their respective offerings. We will continue to depend onvarious third-party relationships to sustain and grow our business. Third-party providers may change the features of their solutions, alter their governing terms, or end the solutions’ availability altogether. They may restrict our ability toadd, customize or integrate systems, functionality and customer experiences. Any such changes could limit or terminate our ability to use these third-party solutions and provide our customers with the full range of our products and services. Ourbusiness would be negatively impacted if we fail to retain these relationships for any reason, including due to third parties’ failure to support or secure their technology or integrations; errors, bugs, or defects in their technology; orchanges in our products and services. Any such failure, as well as a prolonged disruption, a cybersecurity event or any other negative event affecting our third-party providers and leading to customer dissatisfaction, could harm our relationshipwith our customers, our reputation and brand, our revenue, our business, and our results of operations.

Strategic technology partners andthird parties may not be successful in building integrations, co-marketing our products and services to provide significant volume and quality of lead referrals, or continue to work with us as their respectiveproducts evolve. Identifying, negotiating and documenting relationships with additional strategic technology partners require significant resources. Integrating third-party technology can be complex, costly and time-consuming. Third parties may beunwilling to build integrations. We may be required to devote additional resources to develop integrations for our own products. Strategic technology partners or providers of solutions with which we have integrations may decide to compete with us orenter into arrangements with our competitors, resulting in such partners or providers withdrawing support for our integrations. Our agreements with our partners are generally non-exclusive, meaningour partners may offer products from several different companies to their customers. Specifically, Microsoft and other major platform providers could end partnerships, cease marketing our offerings, with limited or no notice and with little or nopenalty, or decide to purchase strong competition, or incorporate our capabilities into native solutions. Any of these developments would negatively impact our business.

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Microsoft, as well as other cloud platform providers like Salesforce, may furthermoreintroduce functionality that competes with our products and services, as a result of an acquisition, or their own development. Additionally, we rely heavily on our early access to preview Microsoft technology, which enables our product strategy anddevelopment teams to anticipate future opportunities as well as validate our current direction.

In the last year, Microsoft has acquireda migration vendor whose functions overlap with the AvePoint migration platform and has historically incorporated some of our capabilities into core platform offerings.

While Microsoft introduces competitive features as a premium option, some customers will choose a simpler first-party solution to theirproblem, even at a greater cost to them. Microsoft and other cloud providers may also choose to make it difficult for third party providers like us to continue making the necessary application programming interface (“API”) calls toprovide their solutions, as illustrated by an increase in API “throttling” in recent years or API quotas provided by Salesforce.

Although we typically receive significant advance notice of new product releases from Microsoft, Microsoft does not always preview ourtechnology with us or other partners and, as a result, it is possible that we may not receive advance notice of changes in features and functionality of new technologies with which our products will need to interoperate. If this was to happen, therecould be an increased risk of product incompatibility. Any failure of our products and services to operate effectively with solutions could reduce the demand for our products and services, resulting in customer dissatisfaction and harm to ourbusiness. If we are is unable to respond to these changes or failures in a cost-effective manner, our products and services may become less marketable, less competitive, or obsolete, and the results of our operations may be negatively impacted.

We have a strategic technology partnership with Microsoft for the collaboration to co-sell and co-market our products and services to new customers. If our relationships with our strategic technology partners, such as Microsoft, are disrupted or if the co-sell and co-market program was ended for any reason, we may receive less revenue and incur costs to form other revenue-generating strategic technology partnerships. If Microsoft were to acquire a competitor of ours, it couldharm our relationship with our customers, our reputation and brand, and our business and results of operations.

TheCOVID-19 pandemic could harm our business, financial condition and results of operations.

While we were able to deliver significant growth in 2020 despite of the COVID-19 pandemic, the measuresattempting to contain and mitigate the effects of the COVID-19 pandemic, including stay-at-home, business closure, and otherrestrictive orders, and the resulting changes in businesses’ behaviors, have disrupted our normal operations and impacted our employees, suppliers, partners, and customers. We expect these disruptions and impacts to continue for the foreseeablefuture. In response to the COVID-19 pandemic, we took a number of actions that have impacted and continue to impact our business, including transitioning employees across all our offices (including ourcorporate headquarters) to remote work-from-home arrangements, imposing travel and related restrictions, and reducing operational expenditures significantly, including a reduction of approximately 10% of our global workforce during the first half of2020. Given the continued spread of COVID-19 and the resulting personal, economic, and governmental reactions, we may have to take additional actions in the future that could harm our business, financialcondition and results of operations. While we have a distributed workforce and our employees are accustomed to working remotely or with other remote employees, our workforce has not historically been fully remote. Prior to the COVID-19 pandemic, certain of our employees traveled frequently to establish and maintain relationships with our customers and partners. We continue to monitor the situation and may adjust our current policies asmore information and guidance become available. Suspending travel and doing business in-person on a long-term basis could negatively impact our marketing efforts, our ability to enter into customer contractsin a timely manner, our international expansion efforts and our ability to recruit employees across the organization. These changes could negatively impact our sales and

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marketing in particular, which could have longer-term effects on our sales pipeline, or create operational or other challenges as our workforce remains predominantly remote, any of which couldharm our business. In addition, our management team has spent, and will likely continue to spend, significant time, attention, and resources monitoring the COVID-19 pandemic and associated global economicuncertainty and seeking to manage its effects on our business and workforce.

The degree to whichCOVID-19 will affect our business and results of operations will depend on future developments that are highly uncertain and cannot currently be predicted. These developments include, but are not limited to,the duration, extent and severity of the COVID-19 pandemic, actions taken to contain the COVID-19 pandemic, the impact of theCOVID-19 pandemic and related restrictions on economic activity in domestic market and international trade, and the extent of the impact of these and other factors on our employees, suppliers, partners andcustomers. The COVID-19 pandemic and related restrictions could limit our customers’ ability to continue to operate, such as by limiting their abilities to obtain inventory, generate sales, or make timelypayments to us. It could disrupt or delay the ability of employees to work because they become sick or are required to care for those who become sick, or for dependents for whom external care is not available. It could cause delays or disruptions inservices provided by key suppliers and vendors, increase the vulnerability of us and our partners and service providers to security breaches, denial of service attacks or other hacking or phishing attacks, or cause other unpredictable effects.

The COVID-19 pandemic also has caused heightened uncertainty in the global economy. If economicconditions further deteriorate, consumers and business clients may not have the financial means to make purchases from our customers and may delay or reduce discretionary purchases, negatively impacting our customers and, as a consequence, theresults of our operations. Uncertainty from the pandemic may cause prospective or existing customers to defer investment in the areas covered by our products and services or to reduce the value or duration of contracts and may also require us toprovide larger pricing discounts or extended payment terms. Our SMB customers may be more susceptible to general economic conditions than larger businesses, which may have greater liquidity and access to capital. Since the impact of COVID-19 is ongoing and because of our subscription-based business model, the effect of the COVID-19 pandemic and the related impact on the global economy may not be fullyreflected in our results of operations until future periods. Some of our customers have experienced, and may continue to experience, financial hardships that could result in delayed or even uncollectible payments in the future.

Further, to the extent there is a sustained general economic downturn and our software and services are perceived by our existing andpotential customers as costly or too difficult to deploy or migrate to, our revenue may be disproportionately affected by delays or reductions in general information technology spending. Competitors, many of whom are larger and more established thanus, may respond to market conditions by lowering prices and attempting to lure away our customers. We cannot predict the timing, strength, or duration of any economic slowdown, instability, or recovery, generally, or within any particular industry.If the economic conditions of the general economy or markets in which we operate worsen from present levels, our business, results of operations and financial condition could be harmed.

We have a history of operating losses and may not be able to generate sufficient revenue to achieve and sustain profitability.

We have a history of incurring operating losses. We incurred net losses of $4.9 million, $0.7 million, $17.0 million, $20.2 million and $3.9million for the three months ended March 31, 2021 and 2020 and the years ended December 31, 2020, 2019 and 2018, respectively. As of March 31, 2021 and December 31, 2020, we had an accumulated deficit of $313.7 million and $299.8million, respectively. While we have experienced significant revenue growth over recent years, we may not be able to sustain or increase our growth or achieve profitability in the future. We intend to continue to invest in sales and marketingefforts, research and development, and expansion into new geographies. While our revenue has grown in recent years, if our revenue declines or fails to

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grow at a rate faster than these increases in its operating expenses, it will not be able to achieve and maintain profitability in future periods. As a result, we may generate losses in futureperiods. We cannot assure investors that we will achieve profitability in the future or that, if it does become profitable, we will be able to sustain profitability. Additionally, we may encounter unforeseen operating expenses, difficulties,complications, delays, and other unknown factors that may result in losses in future periods. If these losses exceed our expectations or our revenue growth expectations are not met in future periods, our financial performance will be harmed.

We have experienced strong growth in recent periods, and our recent growth rates may not be indicative of our future growth.

We have experienced strong growth in recent periods. Our revenue was $151.5 million, $116.1 million and $107.3 million for the years endedDecember 31, 2020, 2019 and 2018, respectively. Our revenue was $38.8 million and $32.7 million for the three months ended March 31, 2021 and 2020, respectively. In future periods, we may not be able to sustain revenue growth consistent with recenthistory, or at all. we believe our revenue growth and our ability to manage such growth depend on several factors, including, but not limited to, our ability to do the following:

We may not accomplish any of these objectives and, as a result, it is difficult for us to forecast our future revenueor revenue growth. If our assumptions are incorrect or change in reaction to changes in our market, or if we are unable to maintain consistent revenue or revenue growth, our stock price could be volatile, and it may be difficult to achieve andmaintain profitability. You should not rely on our revenue for any prior periods as any indication of our future revenue or revenue growth. In particular, the catalyst for our revenue growth rate

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acceleration during the three months ended March 31, 2021 and the year ended December 31, 2020 was SaaS and termed license and support revenue, which increased by approximately 50.0% and66.3%, respectively, as compared to the three months ended March 31, 2020 and the year ended December 31, 2019, respectively. We may not be able to sustain such revenue growth rates in the future.

Furthermore, these activities will require significant investments and allocation of valuable management and employee resources, and ourgrowth will continue to place significant demands on our management and our operational and financial infrastructure. There are no guarantees we will be able to grow our business in an efficient or timely manner, or at all. Moreover, if we do noteffectively manage the growth of our business and operations, the quality of our software could suffer, which could negatively affect the AvePoint brand, results of operations and overall business.

Our quarterly and annual operating results may be harmed due to seasonality and a variety of other factors, which could make our future resultsdifficult to predict.

Our revenue and other results of operations have fluctuated from quarter to quarter in the past and cancontinue to fluctuate in the future. Our revenue depends in part on the conversion of enterprises that have installed an evaluation license for our software into paying customers. In this regard, most of our sales are typically made during the lastthree weeks of every quarter. We may fail to meet market expectations for that quarter if we are unable to close the number of transactions that we expect during this short period and closings are deferred to a subsequent quarter.

In addition, our sales cycle from initial contact to delivery of and payment for the software license generally becomes longer and lesspredictable with respect to large transactions and often involves multiple meetings or consultations at a substantial cost and time commitment to us. Although we try to minimize the potential impact of large transactions on our quarterly results ofoperations, the closing of a large transaction in a particular quarter may make it more difficult for us to meet market expectations in subsequent quarters and our failure to close a large transaction may adversely impact our revenue in a particularquarter.

Furthermore, we base our current and future expense levels on our revenue forecasts and operating plans, and our expenses arerelatively fixed in the short term. Accordingly, we will likely not be able to reduce our costs sufficiently to compensate for an unexpected shortfall in revenue and even a relatively small decrease in revenue could disproportionately impact ourfinancial results for such quarter.

The variability and unpredictability of these and other factors could result in us failing to meet orexceed financial expectations for a given period and could adversely impact our share price.

There are also significant seasonal factorsthat may cause financial statement fluctuations in some quarters compared with others. We believe this variability is largely due to our customers’ budgetary and spending patterns, as many customers spend the unused portions of theirdiscretionary budgets prior to fiscal year ends. Historically, the fourth quarter has been typically the quarter with the largest bookings, which impacts revenue, unbilled revenue, deferred revenue, accounts receivable and amortized commissions infuture periods.

Our future revenue and operating results will be harmed if we are unable to acquire new customers, expand sales to our existingcustomers, or develop new functionality for our products and services that achieves market acceptance.

To continue to grow ourbusiness, it is important that we continue to acquire new customers to purchase and use our products and services. Our success in adding new customers depends on numerous factors, including our ability to: (1) offer compelling products andservices, (2) execute our sales and marketing strategy, (3) attract, effectively train and retain new sales, marketing, professional services, and support personnel in the markets we

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pursue, (4) develop or expand relationships with partners, IT consultants, systems integrators resellers and other third parties, strengthening our network, (5) expand into newgeographies, including internationally, and market segments, (6) efficiently onboard new customers on to our product offerings, and (7) provide additional paid services that fulfill the needs and complement the capabilities of ourcustomers and their partners.

Our future success also depends, in part, on our ability to sell additional products, more functionalityand/or adjacent services to our current customers, and the success rate of such endeavors is difficult to predict, especially during the ongoing COVID-19 pandemic and with regard to any new products or linesof business that we may introduce from time to time. Our ability to increase sales to existing customers depends on several factors, including their experience with implementing and using our products and services, their ability to integrate ourproducts and services with other technologies, and our pricing model. Sales to existing customers may require increasingly costly marketing and sales efforts that are targeted at senior management, and if these efforts are not successful, ourbusiness and operating results may suffer.

As the markets for our products mature, or as new competitors introduce new products orservices that compete with us, we may be unable to attract new customers at the same price or based on the same pricing model as we have used historically. From time to time, we may also change our pricing structure, which could adversely impactdemand for our products and services. Moreover, large customers, which are a material focus of our sales efforts, have continued, and may continue, to demand greater price concessions and delayed payment terms. Our customers may also increasinglydefer purchasing decisions, demand price concessions and delayed payment terms, and request other terms and conditions if the COVID-19 pandemic worsens or is prolonged. As a result, in the future we may berequired to reduce our prices or accept onerous terms and conditions, including delayed payment terms, which could harm our revenue, profitability, financial position, and cash flows in any given period.

Our ability to generate revenue may be inconsistent across our small- and medium-sized business(“SMB”), mid-market (“MM”), and large enterprise customer segments. We classify customers in these segments based on whether they have annual revenue of more or less than$2.5 billion and whether they have user seats of less than 500, between 500 and 5,000, or more than 5,000. If we experience limited or inconsistent growth in any of these customer sets, particularly our MM and large enterprise customers, ourbusiness, financial condition, and operating results could be harmed.

If we are unable to provide enhancements, new features, or keeppace with current technological developments, our business could be harmed. If our new functionality and services initiatives do not continue to achieve acceptance in the market, our competitive position may be impaired, and our potential togenerate new revenue or to sustain existing revenue could be diminished. The harm to our financial results may be particularly acute because of the significant research, development, marketing, sales, and other expenses we will have incurred inconnection with the new functionality and services.

In addition, as an increasing amount of our business may move to our cloud-basedproducts and services and the use of consumption-based pricing models may represent a greater share of our revenue, our revenue may be less predictable or more variable than our historical revenue from perpetual or time period-based subscriptionpricing models. Moreover, a consumption-based subscription pricing model may ultimately result in lower total cost to our customers over time, or may cause our customers to limit usage in order to stay within the limits of their existingsubscriptions, reducing overall revenue or making it more difficult for us to compete in our markets.

Our ability to predict the rate of customerrenewals and the impact these renewals will have on our revenue or operating results is limited.

Our ability to maintain orincrease revenue also depends in part on our ability to retain existing customers, in particular that our customers renew their subscriptions with us on the same or more favorable terms. Our

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customers have no obligation to renew their contracts for AvePoint products after the expiration of either the initial or renewed subscription period, and in the normal course of business, somecustomers have elected not to renew. Our customers may renew for fewer elements of our products, for shorter renewal terms or on different pricing terms, including lower-cost offerings of our products. Our customers’ renewal rates may declineor fluctuate as a result of a number of factors, including their level of satisfaction with our pricing or our products and their ability to continue their operations and spending levels, mix of customer base, decreases in the number of users at thecustomers, competition, pricing increases or changes and deteriorating general economic conditions, including as a result of the COVID-19 pandemic. If our customers do not renew their subscriptions for ourproducts on similar pricing terms, our revenue may decline and our business could suffer. In addition, over time the average term of our contracts could change based on renewal rates or for other reasons. Further, acquisitions of our customers havecontinued, and may continue, to lead to cancellation of our contracts with such customers or by the acquiring companies, thereby reducing the number of our existing and potential customers.

We recognize revenue from SaaS subscriptions to our products over the terms of these subscriptions. Consequently, increases or decreases in new salesmay not be immediately reflected in our results of operations and may be difficult to discern.

We recognize revenue from softwareas a service (“SaaS”) subscriptions to our products ratably over the terms of these subscriptions. As a result, a portion of the revenue we report in each quarter is derived from the recognition of deferred revenue relating to SaaSsubscriptions entered into during previous quarters. Consequently, a decline in new or renewed SaaS subscriptions in any single quarter may have a small impact on the revenue that we recognize for such quarter. However, such a decline willnegatively affect our revenue in future quarters. Accordingly, the effect of significant downturns in sales and potential changes in our pricing policies or rate of customer expansion or retention may not be fully reflected in our results ofoperations until future periods. In addition, a significant portion of our costs are expensed as incurred, while revenue is recognized over the term of the SaaS subscription. As a result, growth in the number of new customers and hosts hascontinued, and can continue, to result in our recognition of higher costs and lower revenue in the earlier periods of our SaaS subscriptions. Finally, our SaaS subscription-based revenue model also makes it difficult for us to rapidly increase ourrevenue through additional sales in any period, as revenue from new customers or existing customers that increase their use of our products or upgrade to higher-priced products or product tiers must be recognized over the applicable SaaSsubscription term.

Our sales cycle with MM and large enterprise customers can be long and unpredictable, and our sales efforts require considerabletime and expense.

The timing of our sales with our MM and large enterprise customers and related revenue recognition is difficultto predict because of the length and unpredictability of the sales cycle for these customers. MM and large enterprise customers, particularly those in highly regulated industries and those requiring customized offerings, may have a lengthy salescycle for the evaluation and implementation of our products and services. If these customers maintain work-from-home arrangements for a significant period of time, it may cause a lengthening of these sales cycles. This may cause a delay betweenincreasing operating expenses for such sales efforts and, upon successful sales, the generation of corresponding revenue. We are often required to spend significant time and resources to better educate our potential MM and large enterprise customersand familiarize them with our products and services. The length of our sales cycle for these customers, from initial evaluation to contract execution, is generally three to nine months but can vary substantially. On occasion, some customers willnegotiate their contracts to include financial terms that negatively affect our revenue, such as a trial period, delayed payment or a number of months on a promotional basis. As the purchase and launch of our products and services can be dependentupon customer initiatives, infrequently, our sales cycle can extend to up to twelve months. As a result, much of our revenue is generated from the recognition of contract liabilities from contracts entered into during previous periods. Customersoften view a subscription to our products and services as a strategic decision with significant investment. As a result, customers frequently require considerable time to

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evaluate, test, and qualify our products and services prior to entering into or expanding a subscription. During the sales cycle, we expend significant time and money on sales and marketing andcontract negotiation activities, which may not result in a sale. Additional factors that may influence the length and variability of our sales cycle include:

Given these factors, it is difficult to predict whether and when a sale will be completed, and when revenue from a sale will be recognized.Consequently, a shortfall in demand for our products and services or a decline in new or renewed contracts in a given period may not significantly reduce our revenue for such period but could negatively affect our revenue in future periods.

We face competition from established as well as emerging companies offering solutions and related applications. We may lack sufficient financial orother resources to maintain or improve our competitive position, which may harm our ability to add new customers, retain existing customers, and grow our business.

While there are some companies that offer certain features similar to those embedded in our products, as well as others with whom we compete incertain tactical use cases, we believe that we do not currently compete with a company that offers the same breadth of functionalities that we offer in a single integrated solution. Nevertheless, we do compete against a select group of softwarevendors that provide standalone solutions similar to those found in our comprehensive software suite in the specific markets in which we operate. We also face direct competition with respect to certain of our products, specifically Backup andRecovery as well as Migration Services to Office 365. In the future, as customer requirements evolve and new technologies are introduced, we may experience increased competition if established or emerging companies develop solutions that address thedata management, migration and protection market. Furthermore, because we operate in a relatively new and evolving area, we anticipate that competition will increase based on customer demand for these types of products. This could harm our abilityto increase sales, maintain or increase renewals, and maintain our prices.

We face competition from other legacy backup or securityvendors that may offer related solutions and services. Our competitors include larger companies that have acquired solution and/or service providers in recent years. We also compete with custom software internally developed and services internallyprovided within companies that are potential customers. In addition, We face competition from niche companies that offer point products that attempt to address certain of the problems that our products and services solve.

Merger and acquisition activity in the technology industry could increase the likelihood that we will compete with other large technologycompanies. Some of our existing competitors have, and our potential competitors could have, substantial competitive advantages such as greater name recognition, longer operating histories, larger sales and marketing budgets and resources, greatercustomer support resources, lower labor and development costs, larger and more mature intellectual property portfolios, and substantially greater financial, technical and other resources.

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Some of our larger competitors also have substantially broader product lines and marketfocus and may therefore in some cases be less susceptible to downturns in a particular market. Conditions in our market could change rapidly and significantly as a result of technological advancements, partnering by our competitors, or continuingmarket consolidation.

New start-up companies that innovate and large companies that are makingsignificant investments in research and development may invent similar or superior products and technologies that compete with our products and services.

In addition, some of our competitors may enter into new alliances with each other or may establish or strengthen cooperative relationshipswith agency partners, technology, application, software and service providers in complementary categories, or other parties. Furthermore, new technological developments, up to massive and disruptive changes in areas that are covered by our productsand services could reduce customer needs for our products and services. Any such consolidation, acquisition, alliance or cooperative relationship could lead to pricing pressure, a loss of market share, or a smaller addressable share of the market.It could also result in a competitor with greater financial, technical, marketing, service, and other resources, all of which could harm our ability to compete.

In addition, our current or prospective partners may establish cooperative relationships with any future competitors. These relationships mayallow future competitors to rapidly gain significant market share. These developments could also limit our ability to obtain revenue from existing and new customers.

If we experience competitive pressures in our market or if the prices we charge for our products and services are unacceptable to our customers, it willneed to reduce or change our pricing model to remain competitive and our operating results could be harmed.

Some of our largercompetitors use broader product offerings to compete, including by selling at zero or negative margins or by bundling their product with other solutions. Potential customers may prefer to purchase from their existing suppliers rather than a newsupplier regardless of product performance or features. Also, potential customers may be more willing to incrementally add solutions to their existing infrastructure from competitors than to replace their existing infrastructure with our productsand services. These competitive pressures in our market, or our failure to compete effectively, may result in price reductions, fewer orders, reduced revenue and gross margins, increased net losses, and loss of market share. Any failure to meet andaddress these factors could harm our business, results of operations, and financial condition. Our ability to compete successfully in our market will also depend on a number of factors, including ease and speed of product deployment and use, thequality and reliability of our customer service and support, total cost of ownership, return on investment and brand recognition. Any failure by us to successfully address current or future competition in any one of these or other areas may reducethe demand for our products and harm our business, results of operations and financial condition.

Furthermore, we price our products andservices based on different factors, such as order volume, number of users, data volume and feature functionality of the specific offerings. As the market for our products and services matures, or as new or existing competitors introduce newproducts and services that compete with us or if those competitors reduce their prices, we may experience pricing pressure and be unable to renew our agreements with existing customers or attract new customers at prices that are consistent with ourcurrent pricing model and operating budget. We also must determine the appropriate price to enable us to compete effectively internationally. MM and large enterprise customers may demand substantial price discounts as part of the negotiation ofsales contracts. Pricing decisions may also impact the mix of adoption among our licensing and subscription models, and negatively impact our overall revenue. If we are, for any reason, required to reduce our prices or otherwise change our pricingmodel, our revenue, gross margin, profitability, operating results, financial position and cash flow may be harmed.

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If we fail to adapt and respond effectively to rapidly changing technology, evolving industrystandards, and changing customer needs or preferences, our products and services may become less competitive.

The market in whichwe operate is characterized by the exponential growth in data generated and managed by enterprises, rapid technological advances, changes in customer requirements, including customer requirements driven by changes to legal, regulatory andself-regulatory compliance mandates, frequent new product introductions and enhancements and evolving industry standards in computer hardware and software technology. As a result, we must continually change and improve our products in response tochanges in operating systems, application software, computer and communications hardware, networking software, data center architectures, programming tools and computer language technology. Moreover, the technology in our products is especiallycomplex because it needs to effectively identify and respond to a user’s data retention, security and governance needs, while minimizing the impact on database and file system performance. If we are unable to develop and sell new technology,features, and functionality for our products and services that satisfy our customers and that keep pace with rapid technological and industry change, our revenue and operating results could be harmed. If new technologies emerge that delivercompetitive solutions at lower prices, more efficiently, more conveniently, or more securely, they could adversely impact our ability to compete.

Our products and services must also integrate with a variety of network, hardware, mobile, and software platforms and technologies. We need tocontinuously modify and enhance our platform to adapt to changes and innovation in these technologies. If businesses widely adopt new technologies in areas covered by our products and services, we would have to develop new functionality for ourproducts and services to work with such new technologies. This development effort may require significant engineering, marketing and sales resources, all of which would affect our business and operating results.

Any failure of our products and services to operate effectively with future technologies could reduce the demand for our products andservices. We cannot guarantee that it will be able to anticipate future market needs and opportunities, extend our technological expertise and develop new products or expand the functionality of our current products in a timely and cost-effectivemanner, or at all. Even if we can anticipate, develop and introduce new products and expand the functionality of our current products, there can be no assurance that enhancements or new products will achieve widespread market acceptance.

If we fail to anticipate market requirements or stay abreast of technological changes, we may be unable to successfully introduce newproducts, expand the functionality of our current products or convince our existing and potential customers of the value of our products in light of new technologies. Accordingly, our business, results of operations and financial condition could beharmed.

Our success with SMB customers depends in part on our resale and distribution partnerships. Our business would be harmed if we fail tomaintain or expand partner relationships.

We leverage the sales and referral resources of resale and referral partners through avariety of programs and rely on distribution partners especially for our SMB market acquisition. We expect that sales to partners will account for a substantial portion of our revenue for the foreseeable future. Our ability to achieve revenue growthand expand our SMB acquisition in the future will depend in part on our success in maintaining successful relationships with our partners. Our agreements with our partners are generally non-exclusive, meaningour partners may offer customers the products of several different companies. If our partners do not effectively market and sell our software, choose to use greater efforts to market and sell their own products or those of others, or fail to meetthe needs of our customers, our ability to grow our business, sell our software and maintain our reputation may be harmed. Our contracts with our partners generally allow us to terminate our agreements for any reason. The loss of a substantialnumber of our partners, the possible inability to replace them, the failure to recruit additional partners or the removal of our products and services from several major distribution partner’s resale platforms could harm our results ofoperations.

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If we are unable to effectively utilize, maintain and expand these relationships, ourrevenue growth would slow, we would need to devote additional resources to the development, sales, and marketing of our products and services, and our financial results and future growth prospects would be harmed.

Unfavorable conditions in our industry or the global economy, or reductions in IT spending, could limit our ability to grow our business and negativelyaffect our results of operations.

Our results of operations may vary based on the impact of changes in our industry or the globaleconomy on it or our customers. The revenue growth and potential profitability of our business depend on our current and prospective customers’ ability and willingness to invest money in information technology services, which in turn isdependent upon their overall economic health. Current or future economic uncertainties or downturns could harm our business and results of operations. Negative conditions in the global economy or individual markets, including changes in grossdomestic product growth, financial and credit market fluctuations, political turmoil, natural catastrophes, warfare and terrorist attacks on the United States, Europe, Australia, the Asia Pacific region or elsewhere, could cause a decrease inbusiness investments, including spending on IT and negatively affect our business. Continuing uncertainty in the global economy, particularly in Europe, which accounts for a significant portion of our revenue, makes it extremely difficult for us andour customers to forecast and plan future business activities accurately, and could cause our customers to reevaluate decisions to purchase our products and services or to delay their purchasing decisions, which could lengthen our sales cycles.

To the extent our products and services are perceived by our existing and potential customers as costly, or too difficult to launch or migrateto, it would negatively affect our growth. Our revenue may be disproportionately affected by delays or reductions in general IT spending. Competitors may respond to market conditions by lowering prices and attempting to lure away our customers. Inaddition, consolidation in certain industries may result in reduced overall spending on our products and services. We have a significant number of customers in the financial services, the public sector and the pharmaceutical and manufacturingindustries. A substantial downturn in any of these industries, or a reduction in public sector spending, may cause enterprises to react to worsening conditions by reducing their capital expenditures in general or by specifically reducing theirspending on information technology. Customers may delay or cancel information technology projects, choose to focus on in-house development efforts or seek to lower their costs by renegotiating maintenance andsupport agreements. To the extent purchases of licenses for our software are perceived by our existing and potential customers to be discretionary, our revenue may be disproportionately affected by delays or reductions in general informationtechnology spending. We cannot predict the timing, strength, or duration of any economic slowdown, instability or recovery, generally or within any particular industry. If the economic conditions of the general economy or markets in which we operateworsen from present levels, our business, results of operations and financial condition could be harmed.

The estimates of market opportunity andforecasts of market growth included in this prospectus may prove to be inaccurate. Even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.

The market for SaaS offerings, which includes some of our most relevant products and services is relatively new and will experience changesover time. Customer demands for our products and services, customer retention and expansion rates, the size and growth rate of the market, the entry of competitive products, or the success of existing competitive products are difficult to predictand based on assumptions and estimates that may be inaccurate. In order for us to market and sell our products and services, we must successfully demonstrate to enterprise IT and business personnel the potential value of our offerings and persuadethem to devote a portion of their budgets to the different products and services that we offer to manage, migrate and protect their data. We cannot provide any assurance that enterprises will recognize the need for our products and services or, ifthey do, that they will decide that they need a solution that offers the range of functionalities that we offer. Software solutions focused on managing, migrating and protecting data may not yet be viewed as a necessity by

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enterprises or enterprises may determine that the stock functionality by existing technology providers may be sufficient, and accordingly, our sales effort is and will be focused in large part onexplaining the need for, and value offered by, our offerings. The addressable market depends on a number of factors, including businesses’ desire to differentiate themselves through our products and services, partnership opportunities, changesin the competitive landscape, technological changes, data security or privacy concerns, customer budgetary constraints, changes in business practices, changes in the regulatory environment, and changes in economic conditions. Our estimates andforecasts relating to the size and expected growth of our market may prove to be inaccurate and our ability to produce accurate estimates and forecasts may be impacted by the economic uncertainty associated with theCOVID-19 pandemic. Even if the market in which we compete meets the size estimates and growth forecasted in this prospectus, our business could fail to grow at similar rates, if at all.

If we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service and customer satisfaction oradequately address competitive challenges.

We may continue to experience rapid growth and organizational change, which maycontinue to place significant demands on our management and our operational and financial resources. We have also experienced growth in the number of customers, the average revenue size per customer, and the amount of data that the used hostinginfrastructure supports. Our success will depend in part on our ability to manage this growth effectively. We will require significant investment expenditure and valuable management resources to grow without undermining our culture of agility,passion and teamwork, which has been central to our growth so far. If we fail to manage our anticipated growth and change in a manner that preserves our corporate culture, it could negatively affect our reputation and ability to retain and attractcustomers and employees.

We intend to expand our international operations in the future, including in additional countries where we havenot previously had a presence, and we intend to make direct and substantial investments to continue our expansion efforts. Our expansion will continue to place a significant strain on our managerial, administrative, financial, and other resources.If we are unable to manage our growth successfully, our business and results of operations could suffer.

It is important that we maintaina high level of customer service and satisfaction as we expand our business. As our customer base continues to grow, we will need to expand our account management, customer service, solutions professionals and other personnel. Failure to managegrowth could result in difficulty or delays in launching our products and services, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new features, or other operational difficulties. Any of these couldadversely impact our business performance and results of operations.

The ability to attract, recruit and retain highly qualified employees (such aspre-sales and post sales technical solutions professionals, customer success professionals or software engineers) is critical to our success and growth.

Our future success and growth depend, in part, on our ability to continue to recruit and retain highly skilled personnel, particularly pre-sales and post-sales technical solutions professionals, customer success professionals or software engineers. Any of our employees may terminate their employment at any time and competition for highly skilledpersonnel is usually intense. Moreover, to some extent, when we hire personnel from certain companies, it may be subject to allegations that they have been improperly solicited or divulged proprietary or other confidential information. If we areunable to attract or retain qualified employees, our ability to innovate, introduce new products and compete would be adversely impacted, and our financial condition and results of operations may suffer.

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A failure to hire and integrate additional sales and marketing personnel or maintain theirproductivity could harm our results of operations and growth prospects.

Our business requires intensive sales and marketingactivities. Sales and marketing personnel are essential to attracting new customers and expanding sales to existing customers, both of which are key to our future growth. We face several challenges in successfully expanding our sales force. We mustlocate and hire a significant number of qualified individuals, and competition for such individuals is intense. In addition, as our expands into new markets with which it has less familiarity, we will need to recruit individuals who are multilingualor who have skills particular to a certain geography, and it may be difficult to find candidates with those qualifications. We plan to significantly increase our headcount in the short term, but may be unable to achieve our hiring or integrationgoals due to a number of factors, including, but not limited to, challenges in finding individuals with the correct background due to increased competition for such hires and increased attrition rates among new hires. We invest significant time andresources in training new members of our sales force and may be unable to achieve our target performance levels with new sales personnel as rapidly as we have done in the past due to larger numbers of hires or lack of experience training salespersonnel to operate in new jurisdictions. Our failure to hire enough qualified individuals, or to integrate new sales force members within the time periods hawse have achieved historically, may materially impact our projected growth rate.

Failure to effectively develop and expand our marketing and sales capabilities could harm our ability to increase our customer base and achieve broadermarket acceptance of our products and services. If we are not able to generate traffic to our website through digital marketing, our ability to attract new customers may be impaired.

Our ability to increase our customer base and achieve broader market acceptance of our products and services will depend on our ability toexpand our marketing and sales operations. We plan to continue expanding our sales force and strategic partners, both domestically and internationally. We also have dedicated, and plans to further dedicate, significant resources to sales andmarketing programs, including search engine and other online advertising. The effectiveness of our online advertising may continue to vary due to competition for key search terms, changes in search engine use, and changes in search algorithms usedby major search engines and other digital marketing platforms. Another major investment is in marketing technology to better connect our systems and data among sales, product, and marketing, in order to create a more seamless user experience. Ourbusiness and operating results will be harmed if our sales and marketing efforts do not generate a corresponding increase in revenue. We may not achieve anticipated revenue growth from expanding our sales force if we are unable to hire, develop, andretain talented sales personnel, if our new sales personnel are unable to achieve desired productivity levels in a reasonable period of time, or if our sales and marketing programs are not effective.

If the cost of marketing our products and services over search engines or other digital marketing platforms increases, our business andoperating results could be harmed. Competitors also may bid on the search terms that we use to drive traffic to our website. Such actions could increase our marketing costs and result in decreased traffic to our website. Furthermore, search enginesand digital marketing platforms may change their advertising policies from time to time. If these policies delay or prevent us from advertising through these channels, it could result in reduced traffic to our website and subscriptions to ourproducts and services. New search engines and other digital marketing platforms may develop, particularly in certain jurisdictions, that reduce traffic on existing search engines and digital marketing platforms. If we are not able to achieveprominence through advertising or otherwise, it may not achieve significant traffic to our website through these new platforms and our business and operating results could be harmed.

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To the extent our security measures are compromised, our products and services may be perceived as notbeing secure. This may result in customers curtailing or ceasing their use of our products and services, our reputation being harmed, the incurrence of significant liabilities, and harm to our results of operations and growth prospects.

Our operations may, in some cases, involve the storage, transmission and other processing of customer data or information. Cyberattacks andother malicious internet-based activity continue to increase, and cloud-based platform providers of services are expected to continue to be targeted. Threats include traditional computer “hackers”, malicious code (such as viruses andworms), phishing attacks, employee theft or misuse and denial-of-service attacks. Sophisticated nation-states and nation-state supported actors now engage in suchattacks, including advanced persistent threat intrusions. While we have security measures in place designed to protect us and our customers’ confidential and sensitive information and prevent data loss, such measures cannot provide absolutesecurity and may not be effective to prevent a security breach, including as a result of employee error, theft, misuse or malfeasance, third-party actions, unintentional events or deliberate attacks by cyber criminals, any of which may result insomeone obtaining unauthorized access to our customers’ data, our data, AvePoint’s intellectual property and/or other confidential or sensitive business information. In addition, third parties may attempt to fraudulently induce employees,contractors or users to disclose information, including user names and passwords, to gain access to our customers’ data, our data or other confidential or sensitive information, and we may be the target of email scams that attempt to acquirepersonal information or our assets.

Because techniques used to sabotage or obtain unauthorized access to systems change frequently andgenerally are not recognized until successfully launched against a target, we may be unable to anticipate these techniques, react in a timely manner or implement adequate preventative measures. We devotes significant financial and personnelresources to implement and maintain security measures; however, such resources may not be sufficient, and as cyber-security threats develop, evolve and grow more complex over time, it may be necessary to make significant further investments toprotect our data and infrastructure. If our security measures are compromised as a result of third-party action, employee or customer error, malfeasance, stolen or fraudulently obtained log-in credentials, orotherwise, our reputation and business could be damaged and we could incur significant liability.

As we rely on third-party andpublic-cloud infrastructure, it depends in part on third-party security measures to protect against unauthorized access, cyberattacks, and the mishandling of customer data. A cybersecurity event could have significant costs, including regulatoryenforcement actions, litigation, litigation indemnity obligations, remediation costs, network downtime, increases in insurance premiums, and reputational damage. Many companies that provide cloud-based services have reported a significant increasein cyberattack activity since the beginning of the COVID-19 pandemic.

We depend on third-party data hostingand transmission services. Increases in cost, interruptions in service, latency, or poor service from our third-party data center providers could impair the delivery of our platform. This could result in customer dissatisfaction, damage to ourreputation, loss of customers, limited growth, and reduction in revenue.

We currently serve the majority of our SaaS offeringsfrom third-party data center hosting facilities in different geographical locations that are operated by Microsoft. Our products and services, in particular SaaS offerings, are deployed to multiple data centers within these geographies, withadditional geographies available for disaster recovery. Our operations depend, in part, on our third-party providers’ protection of these facilities from natural disasters, power or telecommunications failures, criminal acts, or similar events.If any third-party facility’s arrangement is terminated, or our service lapses, we could experience interruptions in our platform, latency, as well as delays and additional expenses in arranging new facilities and services.

A significant portion of our operating cost is from our third-party data hosting and transmission services. If the costs for such servicesincrease due to vendor consolidation, regulation, contract renegotiation or otherwise,

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we may not be able to increase the fees for our products and services to cover the changes. As a result, our operating results may be significantly worse than forecasted. Our failure to achieveor maintain sufficient and performant data transmission capacity could significantly reduce demand for our products and services.

Seasonal or singular events may significantly increase the traffic on our own and the used third-party’s servers and the usage volume ofour products. Despite precautions taken at the used data centers, spikes in usage volume, a natural disaster, an act of terrorism, vandalism or sabotage, closure of a facility without adequate notice, or other unanticipated problems (such as the COVID-19 pandemic) could result in lengthy interruptions or performance degradation of our platform. Any damage to, or failure of, the systems of our third-party providers could result in interruptions to ourproducts and services. Even with current and planned disaster recovery arrangements, our business could be harmed. If we experience damage or interruption, our insurance policies may not adequately compensate us for any losses that we may incur.These factors in turn could further reduce our revenue, subject us to liability, cause us to issue credits, or cause customers to terminate their subscriptions, any of which could harm our business. If we incur such losses or liabilities, we mightbe unable to recover significant amounts from our third-party providers (even if they were primarily or solely responsible) because of restrictive liability and indemnification terms.

Interruptions or performance problems associated with our website or support website may harm our business.

Our continued growth depends in part on the ability of our existing and potential customers to quickly access our website and support website.Access to our support website is also imperative to our daily operations and interaction with customers, as it allows customers to download our software, fixes and patches, as well as open and respond to support tickets and register license keys forevaluation or production purposes. We have experienced, and may in the future experience, website disruptions, outages and other performance problems due to a variety of factors, including natural disasters, infrastructure changes, human or softwareerrors, capacity constraints due to an overwhelming number of users accessing our website simultaneously and denial of service or fraud or security attacks. In some instances, we may not be able to identify the cause or causes of these websiteperformance problems within an acceptable period of time. It may become increasingly difficult to maintain and improve the performance of our websites, especially during peak usage times and as our software becomes more complex and user trafficincreases. If our websites are unavailable or if our users are unable to download our software, patches or fixes within a reasonable amount of time, or at all, we may suffer reputational harm and our business would be negatively affected.

If there are interruptions or performance problems associated with our technology or infrastructure, our existing customers may experience serviceoutages, and our new customers may experience delays in using our products and services.

Our continued growth depends, in part, onthe ability of our existing and potential customers to access our products and services 24 hours a day, seven days a week, without interruption or performance degradation. We have experienced, and may in the future experience, disruptions, outages,and other performance problems with our infrastructure. These can be due to a variety of factors, including infrastructure changes, introductions of new functionality, human or software errors, capacity constraints, denial-of-service attacks, or other security-related incidents, any of which may be recurring. As we continue to add customers, expand geographically, and enhance our products’ and/or services’functionality, the additional scale may increase complexity and our average uptime for future periods may decrease. We may not be able to identify the cause or causes of these performance problems promptly. If our products and services areunavailable or if our customers are unable to access our products and services within a reasonable amount of time, our business would be harmed. Any outage of our products and services would impair the ability of our customers to engage in their ownbusiness operations, which would negatively impact our brand, reputation and customer satisfaction. We provide service credits to our customers for downtime they experience using our SaaS products. Any downtime or malfunction could require us toissue a significant amount of service credits to customers. Issuing a significant amount of service credits would negatively impact our financial position.

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We depend on services from various third parties to maintain our infrastructure and anydisruptions to these services, including from causes outside our control, would significantly impact our products and services. In the future, these services may not be available to us on commercially reasonable terms, or at all. Loss of any ofthese services could decrease our products’ and/or services’ functionality until we develops equivalent technology or, if equivalent technology is available from another party, we identify, obtains and integrates it into ourinfrastructure. If we do not accurately predict our infrastructure capacity requirements, our customers could experience service shortfalls. We may also be unable to address capacity constraints, upgrade our systems, and develop our technology andnetwork architecture to accommodate actual and anticipated technology changes.

Any of the above circumstances or events may harm ourreputation, cause customers to terminate their agreements with us, impair our ability to grow our customer base, subject us to financial liabilities, and otherwise harm our business, results of operations, and financial condition.

Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations.

As of December 31, 2020, we had accumulated U.S. federal, and state and local net operating loss (“NOL”) carryforwards of $1.2million and $12.2 million, respectively. The substantial majority of the U.S. federal NOL carryforwards expire in 2037 and the state and local NOL carryforwards begin to expire in 2027. As of December 31, 2020, we had foreign NOL carryforwards ofapproximately $23.2 million, which will expire beginning 2024. NOL carryforward periods vary from 6 years to an indefinite period. We recorded a valuation allowance relating to certain foreign NOLs.

Our ability to utilize NOLs and other tax attributes could be limited if we undergo an ownership change within the meaning of Section 382of the Code. An ownership change is generally defined as a greater than 50 percentage point increase in equity ownership by 5% stockholders in any three-year period. If an ownership change occurs as a result of the sale of our common stock pursuantto the Mergers, is deemed to result from future changes in ownership of AvePoint, or results from the cumulative effect of such transactions, we may not be able to fully realize the benefits of these NOLs. Also, the cash tax benefit from our NOLs isdependent upon our ability to generate sufficient taxable income.

Legislation enacted in 2017, informally titled the Tax Cuts and JobsAct (the “TCJA”), generally eliminates the ability to carry back any NOLs to prior taxable years, while allowing NOLs generated in tax periods beginning after December 31, 2017, to be carried forward indefinitely. Under theTCJA, as modified by the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), the amount of NOLs that we are permitted to deduct in any taxable year beginning after December 31, 2020, is limited to 80% of ourtaxable income in such year, where taxable income is determined without regard to the NOL deduction itself. It is uncertain if and to what extent various states will conform to the TCJA or the CARES Act. The changes in the carryforward/carrybackperiods as well as the limitation on use of NOLs in the taxable years beginning after December 31, 2020 may affect our ability to fully utilize available NOLs. In addition, at the state level, there may be periods during which the use of NOLsis suspended or otherwise limited, which could accelerate or permanently increase state taxes owed.

Examinations by relevant tax authorities mayresult in material changes in reserves for tax positions taken in previously filed tax returns or may impact the valuation of certain deferred income tax assets, such as NOL carryforwards.

Based on the outcome of examinations by relevant tax authorities, or as a result of the expiration of statutes of limitations for specificjurisdictions, it is possible that the reserves for tax positions taken in previously filed tax returns will materially change from those recorded in our financial statements. In addition, the outcome of examinations may impact the valuation ofcertain deferred income tax assets (such as NOL carryforwards) in future periods. It is not possible to estimate the impact of such changes, if any, to such reserves for uncertain tax positions.

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Risks Related to our Operations

We anticipate that our operations will continue to increase in complexity as we grow, which will create management challenges.

Our business has experienced strong growth and is complex. This growth is expected to continue, and our operations will be increasinglycomplex. To manage this growth, we will make substantial investments to improve our operational, financial, and management controls as well as our reporting systems and procedures. We may not be able to implement and scale improvements to oursystems and processes in a timely or efficient manner or in a manner that does not negatively affect our operating results. For example, we may not be able to effectively monitor certain extraordinary contract requirements or individually negotiatedprovisions as the number of customers continues to grow. Our systems and processes may not prevent or detect all errors, omissions, or fraud. We may have difficulty managing improvements to our systems, processes and controls or in connection withthird-party software. This could impair our ability to provide our products and services to our customers, causing us to lose customers, limiting products and services to less significant updates, or increasing technical support costs. If we areunable to manage this complexity, our business, operations, operating results and financial condition may suffer.

As our customer basecontinues to grow, we will need to expand our services and other personnel and maintain and enhance our partnerships to provide a high level of customer service. Extendedstay-at-home, business closure, and other restrictive orders may impact our ability to identify, hire, and train new personnel. We will also need to manage our salesprocesses as our sales personnel and partner network continue to grow and become more complex, and as we continue to expand into new geographies and market segments. If we do not effectively manage this increasing complexity, the quality of ourplatform and customer service could suffer, and we may not be able to adequately address competitive challenges. These factors could impair the ability to attract and retain customers and expand customers’ use of our products and services.

We will depend on the continued services of our founders, senior management team and skilled individual contributors, and the loss of one or more keyemployees or an inability to attract and retain highly skilled employees could harm our business.

Our success and futureperformance has depended largely upon the continued services of our founders and other executive officers. We have relied on our leadership team to execute on our business plan, for research and development, marketing, sales, provision, maintenanceand support of our products and services, and general and administrative functions, and on mission-critical individual contributors. From time to time, our executive management team and the groups of skilled individual contributors may change fromthe hiring or departure of executive officers or such contributors, which could disrupt our business. The employment agreements with our executive officers and other key personnel will not require them to continue to work for us for any specifiedperiod; therefore, they could terminate their employment at any time. The loss of one or more of our executive officers or key employees (including any limitation on the performance of their duties or short-term or long-term absences as a result of COVID-19) could significantly delay or prevent the achievement of our development and strategic objectives. We maintain insurance for our directors and executive officers; however, there is no assurance that theamount of any such insurance would likely be sufficient to compensate for the impact of losing their services.

To execute our growthplan, we must attract and retain highly qualified personnel. Competition for these personnel is intense, especially for experienced software engineers and senior sales executives. If we are unable to attract such personnel in cities where ouroffices are located, we may need to hire in other locations, which may add to the complexity and costs of our business operations. We expect to continue to experience difficulty in hiring and retaining employees with appropriate qualifications. Manyof the companies with which we will compete for experienced personnel have greater resources. If we hire employees from competitors or other companies, their former employers may attempt to assert that these employees or that we have breached ourlegal obligations, resulting in a diversion of management’s time and resources. In addition, job candidates and existing employees often consider the value of the stock awards they receive in connection with their employment. If the

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perceived value of stock awards declines, it may harm our ability to recruit and retain highly skilled employees. If we fail to attract new personnel or fail to retain and motivate our currentpersonnel, our business and future growth prospects could be harmed, or customers may lose confidence in the knowledge and capability of our employees.

If we are unable to maintain our corporate culture as it grows, it could lose the agility, innovation, teamwork, passion and focus on execution that webelieve has contributed to our success, and our business may be harmed.

Our customers have historically relied on our personnelfor support related to our products, in particular SaaS products. High-quality support continues to be important for the renewal and expansion of agreements with our existing customers. The importance of high-quality support will increase as weexpand our business and pursue new customers, particularly MM and large enterprise customers. If we do not help our customers quickly resolve issues and provide effective ongoing support, our ability to sell new products and services to existing andpotential customers could suffer and our reputation with existing or potential customers could be harmed.

If we fail to maintain or grow our brandrecognition, our ability to expand our customer base will be impaired and our financial condition may suffer.

We believe enhancingthe “AvePoint” brand and maintaining our reputation in the information technology industry will be critical for the continued acceptance of our existing and future products and services, attracting new customers to our products andservices, and retaining existing customers. The importance of brand recognition will increase as competition in our market increases. Successfully maintaining our brand will depend largely on the effectiveness of our marketing efforts, the abilityto provide high-quality, innovative, reliable and useful products and services to meet the needs of our customers at competitive prices, the ability to be responsive to customer concerns and provide high quality customer support, training andprofessional services, the ability to maintain our customers’ trust, the ability to continue to develop new functionality and products, and the ability to successfully differentiate our products and services.

Additionally, partners’ performance may affect the AvePoint brand and reputation if customers do not have a positive experience. Brandpromotion activities may not generate customer awareness or yield increased revenue. Even if they do, any increased revenue may not offset the expenses incurred in building our brand. Furthermore, independent industry analysts may provide reviews ofour products and services, as well as other products available in the market, and perception of our products and services in the marketplace may be significantly influenced by these reviews. If these reviews are negative, or less positive thanreviews about other products available in the market, the Avepoint brand may be harmed. Furthermore, negative publicity relating to events or activities attributed to employees, partners or others associated with any of these parties, may tarnishour reputation and reduce the value of our brand. Damage to reputation and loss of brand equity may reduce demand for our products and harm our business, results of operations and financial condition. Any attempts to rebuild our reputation andrestore the value of our brand may be costly and time consuming, and such efforts may not ultimately be successful. If we fail to successfully promote and maintain our brand, we may fail to attract enough new customers or retain existing customersto realize a sufficient return on our brand-building efforts, and our business could suffer.

If we fail to offer high quality support, our businessand reputation could suffer.

Our customers have historically relied on our personnel for support related to our products, inparticular SaaS products. High-quality support will continue to be important for the renewal and expansion of agreements with our existing customers. The importance of high-quality support will increase as we expand our business and pursue newcustomers, particularly MM and large enterprise customers. If we do not help our customers quickly resolve issues and provide effective ongoing support, our ability to sell new products and services to existing and new customers could suffer and ourreputation with existing or potential customers could be harmed.

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We are expected to store personal and other confidential information of our customers, which may inturn contain third-party personal or other confidential information. If the security of this information is compromised or is otherwise accessed without authorization, our reputation may be harmed, and we may be exposed to liability and loss ofbusiness.

We may in some cases transmit or store personal and other confidential information of our partners, customers, and thirdparties (e.g. if the customer uses our products to create backups of their information) on storage space owned or provided by us. While we have in the past taken, and intend to take, steps to protect personal information and other confidentialinformation that we have access to, including information we may obtain through our customer support services or customer usage of our products, we will not proactively monitor (or may not even be able to access) the content that our customersupload or process otherwise or the information provided to us through the use of our products and services. Therefore, we will not control the substance of the content on our storage space owned or provided by us, which may include personal or otherconfidential information.

We will also use third-party service providers and sub-processors tohelp us deliver services to our customers. Such service providers and sub-processors may store personal information and/or other confidential information. Such information may be the target of unauthorizedaccess or subject to security breaches as a result of third-party action, employee error, malfeasance or otherwise. Many companies that provide these services have reported a significant increase in cyberattack activity since the beginning of the COVID-19 pandemic. Any of these could result in the loss of information, litigation, indemnity obligations, damage to our reputation and other liability or harm our business, financial condition, and results ofoperations. Because the techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until they are launched against a target, we may be unable to anticipate these techniques or to implementadequate preventative measures. Even if such a data breach did not arise out of our action or inaction, or if it were to affect one or more of our competitors or customers’ competitors, rather than us, the resulting concern could negativelyaffect our customers and our business. Concerns regarding data privacy and security may cause some customers to stop using our products and services and fail to renew their subscriptions. In addition, failures to meet our customers’expectations with respect to security and confidentiality of their data and information could damage our reputation and affect our ability to retain customers, attract new customers, and grow our business.

Our failure to comply with legal or contractual requirements around the security of personal information could lead to significant fines andpenalties, as well as claims by customers, affected data subjects, or other stakeholders. These proceedings or violations could force us to spend money in defense or settlement of these proceedings, result in the imposition of monetary liability orinjunctive relief, divert management’s time and attention, increase our costs of doing business, and harm our reputation and the demand for our platform.

If credit card information is stored in our systems or transmitted, stored or otherwise processed via our products and services and oursecurity measures fail to protect credit card information adequately, we could be liable to our partners, the payment card associations, our customers or affected credit card holders. We could be subject to fines and face regulatory or other legalaction, and our customers could end their relationships with us. The limitations of liability in our contracts may not be enforceable or adequate or would otherwise protect us from any such liabilities or damages with respect to any particularclaim.

Insurers could deny coverage as to any future claim. The successful assertion of one or more large claims against us, or changesin insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could harm our business, financial condition, and results of operations.

We will also be subject to federal, state, and foreign laws regarding cybersecurity and the protection of data. Many jurisdictions haveenacted laws requiring companies to notify individuals of security breaches involving certain types of personal information. Our agreements with certain customers and partners will require us to notify them of certain security incidents. Somejurisdictions and customers require us to safeguard personal information or confidential information using specific measures. If we fail to observe these requirements, our business, operating results, and financial condition could be harmed.

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Evolving global internet laws, regulations and standards, privacy regulations, cross-border datatransfer restrictions, and data localization requirements may limit the use and adoption of our services, expose us to liability, or otherwise harm our business.

Federal, state, or foreign governmental bodies or agencies have in the past adopted, and may in the future adopt, laws and regulationsaffecting the use of the internet as a commercial medium. These laws and regulations could impact taxation, internet neutrality, tariffs, content, copyrights, distribution, electronic contracts and other communications, consumer protection, and thecharacteristics and quality of services. Legislators and regulators may make legal and regulatory changes or apply existing laws in ways that require us to incur substantial costs, expose us to unanticipated civil or criminal liability, or cause usto change our business practices. These laws and regulations and resulting increased costs could materially harm our business, results of operations, and financial condition.

Further, we have historically collected and utilized, and we will continue to collect and utilize, demographic and other information,including personally identifiable information, from and about users (such as customers, potential customers and others) as they interact with us over the internet and otherwise provide us with information whether via our website or blogs or throughemail or other means. Users may provide personal information to us in many contexts, including through our direct telephonic or web-based support service, newsletter or webinarsign-up, product purchase, survey registration, or when accessing online support portals or using other community or social networking features. Because we expect to continue to collect and utilize thisinformation, we are subject to laws and regulations regarding the collection, use and disclosure of personal information.

Privacy anddata information security have become a significant issue in the United States and in many other countries where we will have employees and operations and offer licenses to our products. The regulatory framework for privacy and personal informationsecurity issues worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future. The U.S. federal and various state and foreign government bodies and agencies have adopted or are considering adopting laws and regulationslimiting, or laws and regulations regarding, the collection, distribution, use, disclosure, storage and security of personal information. For example, California recently enacted the CCPA, which went into effect on January 1, 2020, thatrequires, among other things, covered companies to provide new disclosures to California consumers and afford such consumers new abilities to opt-out of certain sales of personal information.

Internationally, virtually every jurisdiction in which we will operate has established its own data security and privacy legal framework withwhich we or our customers must comply. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security of data that identifies or may be used to identify or locate an individual, such as names,email addresses and, in some jurisdictions, Internet Protocol addresses. These laws and regulations often are more restrictive than those in the United States and are rapidly evolving. For example, the European Union (the “EU”) dataprotection regime, the GDPR became enforceable on May 25, 2018. Additionally, the United Kingdom enacted legislation in May 2018 that substantially implements the GDPR, but the United Kingdom’s exit from the EU (which formally occurred onJanuary 31, 2020), commonly referred to as “Brexit”, has created uncertainty with regard to the regulation of data protection in the United Kingdom. In particular, it is unclear how data transfers to and from the United Kingdom willbe regulated following Brexit. Complying with the GDPR or other laws, regulations or other obligations relating to privacy, data protection or information security may cause us to incur substantial operational costs or require us to modify our datahandling practices. Non-compliance could result in proceedings against us by governmental entities or others, could result in substantial fines or other liability and may otherwise adversely impact ourbusiness, financial condition and operating results.

Many of these laws and regulations contain detailed requirements regardingcollecting and processing personal information, restrict the use and storage of such information, and govern the effectiveness of data subject and consumer consent. They could restrict our ability to store and process personal data (in particular,the ability to use certain data for purposes such as risk or fraud avoidance, marketing, advertising, lead generation or

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customer targeting), to control costs by using certain vendors or service providers, and to offer certain services in certain jurisdictions. This could reduce revenue and the general demand forour products and services.

Such laws and regulations are furthermore often inconsistent and may be subject to amendment or re-interpretation, which may cause us to incur significant costs and expend significant effort to ensure compliance. For example, the European Court of Justice recently invalidated theU.S.-EU Privacy Shield as a basis for transfers of personal data from the EU to the U.S. while upholding standard contractual clauses as a mechanism for transfers. Our response to these requirements globallymay not meet the expectations of individual customers, affected data subjects, or other stakeholders, which could reduce the demand for our services. Some customers or other service providers may respond to these evolving laws and regulations byasking us to make certain privacy or data-related contractual commitments that it is unable or unwilling to make. This could lead to the loss of existing or potential customers or other business relationships.

Certain laws and regulations, like the GDPR, also include restrictions on the transfer of personal information across national borders.Because our services will be accessible worldwide, certain foreign jurisdictions may claim that we are required to comply with such laws even in jurisdictions where we have no local entity, employees or infrastructure. Some of these laws includestrict localization provisions that require certain data to be stored within a particular region or jurisdiction. We will rely on a globally distributed infrastructure in order to be able to provide our services efficiently, and consequently may notbe able to meet the expectations of customers who are located in or otherwise subject to such localization requirements, which may reduce the demand for our services.

Our failure to comply with these and additional laws or regulations could expose us to significant fines and penalties imposed by regulators,as well as legal claims by customers or other relevant stakeholders. Similarly, many of these laws require us to maintain an online privacy policy and terms of service that disclose our practices regarding the collection, processing, and disclosureof personal information. If these disclosures contain any information that a court or regulator finds to be inaccurate or inadequate, we could also be exposed to legal or regulatory liability. Any such proceedings or violations could force us tospend money in defense or settlement, result in the imposition of monetary liability or demanding injunctive relief, divert management’s time and attention, increase the costs of doing business, and harm our reputation.

In addition to government regulation, privacy advocates and industry groups may propose new and different self-regulatory standards thateither legally or contractually apply to us. We also expect that there will continue to be new proposed laws and regulations concerning privacy, data protection and information security, but cannot yet determine the impact such future laws,regulations and standards may have on our business. New laws, amendments to or re-interpretations of existing laws and regulations, industry standards, contractual obligations and other obligations may requireus to incur additional costs and restrict our business operations. Because the interpretation and application of laws and other obligations relating to privacy and data protection are still uncertain, it is possible that these laws and otherobligations may be interpreted and applied in a manner that is inconsistent with our existing data management practices or the features of our software. If so, in addition to the possibility of fines, lawsuits and other claims, we could be requiredto fundamentally change our business activities and practices or modify our software, which could harm our business. We may be unable to make such changes and modifications in a commercially reasonable manner or at all, and our ability to developnew features could be limited. Any inability to adequately address privacy concerns, even if unfounded, or comply with applicable privacy or data protection laws, regulations and policies, could result in additional cost and liability, damage ourreputation, inhibit sales and harm our business.

Finally, additional requirements to pass certifications and/or to comply with locallaws, especially as they relate to data storage and processing, may drastically increase cost of cloud-based operations and shrink our margins.

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If our products and services do not effectively interoperate with our customers’ existing orfuture IT infrastructures or do not operate as effectively when accessed through mobile devices, customers may not be satisfied, which could harm our business.

Our success will depend in part on the interoperability of our products and services with third-party operating systems, applications, data,web browsers and devices that hawse have not developed and does not control. Due to the continuing rapid growth of the use of mobile devices in business operations, this also includes third-party mobile devices and mobile operating systems. Anychanges in such operating systems, applications, data, web browsers or devices that degrade the functionality of our products and services or give preferential treatment to competitive services could harm the adoption and usage of our products andservices. We may not be successful in adapting our products and services to operate effectively with these operating systems, applications, data or devices. Effective mobile functionality is a part of our long-term development and growth strategy.If customers have difficulty accessing and using our products and services (including on mobile devices) or if our products and services cannot connect a broadening range of applications, data and devices, then customer growth and retention may beharmed and our business and operating results could be harmed.

Activities of our customers and partners could damage our brand, subject it toliability and harm our business and financial results.

Our license terms prohibit our customers from using our products in breachof any applicable laws or regulations and, in particular, to use our SaaS products in any way that is unlawful, illegal, fraudulent or harmful or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity and our licenseterms permit it to terminate an agreement and the granted licenses for our products if we becomes aware of illegal use. Our customers or partners may nonetheless engage in prohibited or illegal activities or use our products in violation ofapplicable laws, which could subject it to liability. Furthermore, our brand may be negatively impacted by the actions of customers or partners that are deemed to be hostile, offensive, inappropriate, or illegal. We do not expect to proactivelymonitor or review the appropriateness of the content of stored by our customers or our partners’ activities. Safeguards may not be sufficient for us to avoid liability or avoid harm to the AvePoint brand. Hostile, offensive, inappropriate, orillegal use could harm our business and financial results.

In many jurisdictions, laws relating to the liability of providers of onlineservices for activities of our customers and other third parties are being tested by actions based on defamation, invasion of privacy, unfair competition, copyright and trademark infringement, and other theories. Any court ruling or othergovernmental regulation or action that imposes liability on customers of online services in connection with the activities of our own clients or other third parties could harm our business. We could also be subject to liability under applicable law,which may not be fully mitigated by our license terms. Any liability attributed to us could harm our brand, reputation, ability to expand our subscriber base, and financial results.

Natural catastrophic events and man-made problems such as power disruptions, global pandemics, computer viruses,data security breaches and terrorism may disrupt our business.

We rely heavily on our and third parties’, in particularMicrosoft’s, network infrastructure and IT systems for our business operations. An online attack, earthquake, fire, terrorist attack, power loss, global pandemics, such as the COVID-19 pandemic,telecommunications failure, or other similar catastrophic event could cause system interruptions, delays in accessing our service, reputational harm, and loss of critical data or customer data. Such events could prevent us from providing ourproducts and services to our customers. A catastrophic event that results in the destruction or disruption of our or third parties’ data centers, or our network infrastructure or IT systems, including any errors, defects, or failures inthird-party hardware, could affect our ability to conduct normal business operations, and harm our operating results. We may also incur significant costs for using alternative equipment or facilities or taking other actions in preparation for, or inreaction to, any such events.

Further, if a catastrophic event occurs in a region from which we derive a significant portion of ourrevenue, customers in such region may delay or forego purchases of our products, which may materially and adversely impact our results of operations for a particular period. In addition, acts of terrorism could cause disruptions in

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our business or the business of partners, customers or the economy as a whole. Given our historical concentration of sales at each quarter end, any disruption in the business of partners orcustomers that impacts sales at the end of each quarter could harm our quarterly results. All of the aforementioned risks may be augmented if disaster recovery plans for the or our partners prove to be inadequate. To the extent that any of the aboveresults in delays or cancellations of customer orders, or the delay in the manufacture, deployment or shipment of products, our business, financial condition and results of operations would be harmed.

In addition, as computer malware, viruses, computer hacking, fraudulent use attempts, and phishing attacks have become more prevalent, we willface increased risk from such activities. Such activities threaten the performance, reliability, security, and availability of our products and services. Any computer malware, viruses, computer hacking, fraudulent use attempts, phishing attacks, orother data security breaches to our systems could, among other things, harm our reputation and our ability to retain existing customers and attract new customers.

We could incur substantial costs in protecting or defending our proprietary rights. Failure to adequately protect our rights could impair ourcompetitive position, or cause us to lose valuable assets, experience reduced revenue, or incur costly litigation.

Our success isdependent, in part, upon protecting our proprietary technology. We have historically relied on a combination of trade secret laws, contractual provisions, trademarks, service marks, and copyrights in an effort to establish and protect ourproprietary rights. However, the steps we have taken, and the steps we intend to take, to protect our intellectual property may be inadequate.

Any of our trademarks or other intellectual property rights may be challenged or circumvented by others or invalidated through administrativeprocess or litigation. Others may independently develop similar products and services or adopt similar or identical brands for competing products and services. Legal standards relating to the validity, enforceability, and scope of protection ofintellectual property rights are uncertain. Despite our precautions, it may be possible for unauthorized third parties to copy our products and services and use information that we regards as proprietary to create products and services that competewith us. Some license provisions restricting unauthorized use, copy, transfer, and disclosure of our intellectual property may be unenforceable under the laws of jurisdictions outside the United States.

To the extent we expand our international activities, our exposure to unauthorized copying and use of our platform and proprietary informationmay increase. Moreover, effective trademark, copyright, and trade secret protection may not be available or commercially feasible in every country in which it conducts business. Further, intellectual property law, including statutory and case law,particularly in the United States, is constantly developing. Changes in the law could make it harder for us to enforce our rights.

Wewill continue to enter into confidentiality and invention assignment agreements with our employees and consultants and into confidentiality agreements with strategic and business partners, advisers and customers. However, we cannot be certain thatwe have entered into such agreements with all parties who may have or have had access to our confidential information, that the agreements that we entered into will be effective in controlling access to and distribution of our proprietaryinformation or that they will provide an adequate remedy in the event of unauthorized disclosure of confidential information. These agreements also will not prevent our competitors or partners from independently developing technologies that areequivalent or superior to our products and services. In addition, former employees or contractors may start working for competitors and may use our confidential information there.

We may be required to spend significant resources to monitor, protect, and enforce our intellectual property rights. Litigation may benecessary in the future to enforce our intellectual property rights and protect our trade secrets. Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming, and distracting to management. Suchlitigation could result in the impairment or loss of portions of our intellectual property. Enforcement of our intellectual property rights may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of ourintellectual property. An

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adverse determination of any litigation proceedings could put our intellectual property at risk of being invalidated or interpreted narrowly. An adverse determination could risk the issuance orcancellation of pending trademark filings. Because of the substantial discovery required in connection with intellectual property litigation, our confidential or sensitive information could be compromised by disclosure in litigation. Litigationcould result in public disclosure of results of hearings, motions, or other interim developments. If securities analysts or investors perceive these results to be negative, it could have a negative impact on the price of our common stock.

Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion ofmanagement’s attention and resources, could delay further sales or the implementation of our products and services, impair the functionality of our products and services, delay introductions of new functionality to our products and services,result in the substitution of inferior or more costly technologies into our products and services, or injure our reputation. We will not be able to protect our intellectual property if we are unable to enforce our rights or if we do not detectunauthorized use of our intellectual property. Policing unauthorized use of our technologies, trade secrets, and intellectual property may be difficult, expensive, and time-consuming, particularly in foreign countries where the laws may not be asprotective of intellectual property rights as those in the United States and where mechanisms for enforcement of intellectual property rights may be weak. If we fail to meaningfully protect our intellectual property and proprietary rights, ourbusiness, operating results, and financial condition could be harmed.

We may become subject to legal proceedings and litigation, includingintellectual property disputes, which are costly and may subject us to significant liability and increased costs of doing business. Our business may suffer if it is alleged or determined that our technology infringes the intellectual property rightsof others.

The software industry is characterized by the existence of a large number of patents, copyrights, trademarks, tradesecrets, and other intellectual and proprietary rights. Companies in the software industry are often required to defend against litigation claims based on allegations of infringement or other violations of intellectual property rights. Ourtechnologies or contractual and legal defenses may not be able to withstand any third-party claims or rights against the use of our technologies. These lawsuits are time-consuming and expensive to resolve, and they divert management’s time andattention. Our future success will depend in part on not infringing the intellectual property rights of others.

Many software companieshave the capability to dedicate substantially greater resources to enforce their intellectual property rights and to defend claims that may be brought against them. Any claims or litigation could cause us to incur significant expenses and, whetheror not successfully asserted, could require that we pay substantial damages, ongoing royalty or license payments, re-engineer all or a portion of our products and services, or comply with other unfavorableterms. If a third party is able to obtain an injunction preventing us from accessing third-party intellectual property rights, or if we cannot license or develop technology for any infringing aspect of our business, we would be forced to limit orstop sales of our products and services or cease business activities covered by such intellectual property. Any such development could prevent us from competing effectively. We may be contractually obligated to indemnify our customers for thirdparty claims of different kinds, in particular for infringement of a third party’s intellectual property rights. Responding to such claims regardless of their merit, can be time-consuming and costly to defend in litigation, and can damage ourreputation and brand. We also may be required to redesign our products and services, delay product releases, enter into costly settlement or license agreements, pay costly damage awards, or face a temporary or permanent injunction prohibiting usfrom marketing or selling our products and services. Requiring us to change one or more aspects of the way we deliver our products and services may harm our business.

Although we carry general liability insurance and other insurance, our insurance may not cover potential claims of this type. Insurance maynot be adequate to cover us for all liability that may be imposed. We may not be able to maintain our insurance coverage. We cannot predict the outcome of lawsuits and cannot assure you that the results of any of these actions will not harm ourbusiness, operating results or financial condition.

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Contractual indemnity provisions could expose us to substantial liability for intellectual propertyinfringement, data protection, and other losses.

Some of the agreements with customers and other third parties to be in effectinclude indemnification provisions under which we will be obligated to indemnify them for losses suffered or incurred as a result of claims of intellectual property infringement, data protection breaches, confidentiality breaches, breaches of ITsecurity obligations, damages to property or persons, or other liabilities relating to or arising from our products, services or other contractual obligations. Some of these indemnity agreements provide for uncapped liability for which we would beresponsible, and some indemnity provisions survive termination or expiration of the applicable agreement. Large indemnity payments could harm our business, results of operations and financial condition. Although we will attempt to contractuallylimit our liability with respect to such obligations in negotiations, such negotiations may be fruitless and we may, with or without liability limitations in place, still incur substantial liability related to them and may be required to cease useof certain functions of our products and services as a result of any such claims. Any dispute with a customer with respect to such obligations could harm our relationship with such customer, other existing customers, and potential customers. Such adispute could harm our business and results of operations.

We will rely on third-party proprietary and open source software for our products andservices. The inability to obtain third-party licenses for such software, obtain them on favorable terms, or adhere to the license terms for such software or any errors or failures caused by such software could harm our business, results ofoperations and financial condition.

Some of our offerings will include software or other intellectual property licensed from thirdparties. It may be necessary in the future to renew licenses relating to various aspects of these applications or to seek new licenses for existing or new applications. Necessary licenses may not be available on acceptable terms or under open sourcelicenses permitting redistribution in commercial offerings, if at all. The inability to obtain certain licenses or other rights or to obtain such licenses or rights on favorable terms could result in delays in product releases until equivalenttechnology can be identified, licensed or developed, if at all, and integrated into our products and services, which could harm our business, results of operations and financial condition. Third parties may allege that additional licenses arerequired for our use of their software or intellectual property, which it may be unable to obtain on commercially reasonable terms or at all. The inclusion in our offerings of software or other intellectual property licensed from third parties on a non-exclusive basis could limit our ability to differentiate our offerings from those of our competitors. Failure to properly adhere to the license terms for software or other intellectual property might havenegative effects, such as revocation of the license grant, penalties, added license fees or other liabilities. To the extent that our products and services depend upon the successful operation of third-party software, any undetected errors ordefects in such third-party software could impair the functionality of our products and services, delay new feature introductions, result in a failure of products and services, and injure our reputation.

A significant portion of our products will incorporate open source software, and we expect to incorporate open source software into otherofferings or products in the future. Such open source software is generally licensed by its authors or other third parties under open source licenses. Little legal precedent governs the interpretation of these licenses; therefore, the potentialimpact of these terms on our business is unknown and may result in unanticipated obligations regarding our technologies. If a distributor of open source software were to allege that we had not complied with our license, we could be required to incursignificant legal expenses. In addition, if the license terms for the open source code change we may be forced to re-engineer our software or incur additional costs. If we combine our proprietary software withopen source software or utilizes open source software in a certain manner, under some open source licenses, we could be in breach of the license if we did not release the source code of our proprietary software. Releasing the source code couldsubstantially help competitors develop products that are similar to or better than ours and could help malevolent actors detect security weaknesses to develop and deploy attacks, including malware, against our products and systems.

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If our products and services fail to perform properly, or if we fail to develop enhancements toresolve performance issues, we could lose customers, become subject to performance or warranty claims, or incur significant costs.

Our operations will be dependent upon our ability to prevent system interruption. The applications underlying our products and services areinherently complex and may contain material defects or errors, which may cause disruptions in availability or other performance problems. Also, our software will be installed and used in a variety of computing environments with different operatingsystem management software, and equipment and networking configurations, which may cause errors or failures of our software or other aspects of the computing environment into which it is deployed. In addition, deployment of our software intocomputing environments may expose undetected errors, compatibility issues, failures or bugs in our software. While we have not historically experienced any defects, errors, disruptions in service, cyber-attacks, or other performance problems withour software that materially influenced our sales performance, there is no assurance that such defects, problems or events will not occur in the future, whether in connection with theday-to-day operation, upgrades or otherwise. Any of these occurrences could result in loss of customers, lost or delayed market acceptance and sales of our products andservices, delays in payment by customers, injury to our reputation and brand, legal claims, including warranty and service claims, diversion of resources, including through increased service and warranty expenses or financial concessions, andincreased insurance costs.

We may discover defects in our products and services that could result in data unavailability, unauthorizedaccess, loss, corruption, or other harm to our customers’ data. Despite testing we may not be able to detect and correct defects or errors before release. Consequently, we or our customers may discover defects or errors after our products andservices have been deployed. We expect to implement bug fixes and upgrades as part of our regularly scheduled system maintenance. If we do not complete this maintenance according to schedule or if customers are otherwise dissatisfied with thefrequency and/or duration of our maintenance services and related system outages, customers could terminate their contracts, delay or withhold payment, or cause us to issue credits, make refunds, or pay penalties. The costs incurred or delaysresulting from the correction of defects or errors in our software or other performance problems may be substantial and could harm our operating results. Moreover, customers could incorrectly implement or inadvertently misuse our software, whichcould result in customer dissatisfaction and adversely impact the perceived utility of our products as well as our brand. Any of these real or perceived errors, compatibility issues, failures or bugs in our software could result in negativepublicity, reputational harm, loss of or delay in market acceptance, loss of competitive position or claims by customers for losses sustained by them. In such an event, we may be required, or may choose, for customer relations or other reasons, toexpend additional resources in order to help correct the problem.

We will provide our products and services to businesses in highly regulatedindustries and to customers with elevated confidentiality, privacy or security requirements, including public sector customers, which will subject us to a number of challenges and risks.

We have historically provided our products and services to customers in highly regulated industries such as pharmaceuticals, finance,insurance, healthcare and life sciences, and we may have customers in other highly regulated industries in the future. We expect that we will also provide our products and services to customers that have significantly higher than usual requirementsfor the confidentiality, protection of data or security of our infrastructure and operations, such as public sector customers in the defense, infrastructure management and other sectors. Providing products and services to such entities will subjectus to a number of challenges and risks. Selling to such entities can be highly competitive, expensive, and time-consuming, often requiring significant upfront time and expense without any assurance that these efforts will generate a sale. Customersin highly-regulated industries or in the public sector may demand shorter subscription periods or other contract terms that differ from our standard arrangements, including terms that can lead those customers to obtain broader rights in ourofferings than would be standard. Such entities may have statutory, contractual, or other legal rights to terminate contracts, conduct audits or execute other measures, with us or our partners due to a default or for other reasons. Any such measuremay harm our reputation, business, results of operations and financial condition.

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Additionally, due to the heightened regulatory environment in which they operate or their elevated confidentiality, privacy or security requirements, potential customers in these industries andsectors may encounter additional difficulties when trying to move away from legacy products to products like those we provide, in particular to those in an SaaS format, which can negatively affect our business and results of operations.

Significant changes in the contracting or fiscal policies of the public sector, or our failure to comply with certain laws or regulations, could harmthe business we do with the public sector.

We have historically derived a portion of our revenue from governments andgovernment-owned or -controlled entities (such as public health care bodies, educational institutions and utilities), which we refers to as the public sector in this prospectus, and the success and growth of our business will continue to depend inpart on our successful procurement of public sector contracts. Factors that could impede the ability to maintain or increase the amount of revenue derived from public sector contracts include:

Furthermore, we must comply with laws and regulations relating to public sector contracting, which will affect how we and our channel partnersdo business in both the United States and abroad. These laws and regulations may impose added costs on our business, and failure to comply with these or other applicable regulations and requirements, includingnon-compliance in the past, could lead to claims for damages from channel partners, penalties, termination of contracts, and temporary suspension or permanent debarment from public sector contracting.

The occurrence of any of the foregoing could cause public sector customers to delay or refrain from purchasing licenses of software from us inthe future or otherwise harm our business, operations and financial results.

Our sales to government entities will be subject to a number ofchallenges and risks.

We sell our products and services to U.S. federal and state and foreign governmental agency customers, oftenthrough resellers, and we may increase sales to government entities in the future. Sales to government entities are subject to a number of challenges and risks. Selling to government entities can be highly competitive, expensive and time consuming,often requiring significant upfront time and expense without any assurance that these efforts will generate a sale. Contracts and subcontracts with government agency customers are subject to procurement laws and regulations relating to the award,administration, and performance of those contracts. Government demand and payment for our products and services will be affected by public sector budgetary cycles and funding authorizations, with funding reductions or delays potentially diminishingpublic sector demand for our products and services. We may be subject to audit or investigations relating to our sales to government entities, and any violations could result in various civil and criminal penalties and administrative sanctions,including termination of contracts, refunds of fees received, forfeiture of profits, suspension of payments, fines, and suspension or debarment from future government business. Government entities may have statutory, contractual or other legalrights to terminate contracts with distributors and resellers for convenience or due to a default. Any of these risks relating to our sales to governmental entities could adversely impact our future sales and operating results.

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Changes in tax laws or regulations that are applied adversely to us or our customers could increasethe cost of our products and services and adversely impact our business.

New income, sales, use, or other tax laws, statutes,rules, regulations, or ordinances could be enacted at any time. Any new taxes could harm our domestic and international business operations and our business and financial performance. Existing tax laws, statutes, rules, regulations, or ordinancescould be interpreted, changed, modified or applied adversely. These events could require us or customers using our products and services to pay additional tax amounts on a prospective or retroactive basis. They could require us or our customers topay fines and/or penalties and interest for past amounts deemed to be due. If we raise our prices to offset the costs of these changes, existing and potential customers may elect not to continue to subscribe or elect to subscribe to our products andservices in the future. Additionally, new, changed, modified, or newly interpreted or applied tax laws could increase our and our customers’ compliance, operating and other costs, as well as the costs of our products and services. Any or all ofthese events could adversely impact our business and financial performance.

We plan further geographic expansion, which will create a variety ofoperational challenges.

A significant component of our growth strategy involves the further expansion of our operations andcustomer base internationally. For the three months ended March 31, 2021 and the year ended December 31, 2020, our revenue generated from customers outside North America was approximately 55% and 55%, respectively, as compared to 60% and 58%for the three months ended March 31, 2020 and year ended December 31, 2019, respectively, of our total revenue. We currently have locations in the United States, Australia, China, France, Germany, Japan, the Netherlands, the Philippines, Singapore,South Africa, Sweden, Switzerland, the United Kingdom and Vietnam. We intend to continue to adapt and develop strategies to address international markets, but such efforts may not be successful. In addition, theCOVID-19 pandemic and related stay-at-home, business closure, and other restrictive orders and travel restrictions may poseadditional challenges for international expansion and may impact our ability to launch in new locations and further expand geographically.

As of March 31, 2021, approximately 80% of our full-time employees were located outside of the United States. We expect that ourinternational activities will continue to grow over the foreseeable future as we continue to pursue opportunities in existing and new international markets. This will require significant management attention and financial resources. We may facedifficulties, including: (1) costs associated with developing software and providing support in many languages, (2) varying seasonality patterns, (3) potential adverse movement of currency exchange rates, (4) longer paymentcycles and difficulties in collecting accounts receivable, (5) tariffs and trade barriers, (6) a variety of regulatory or contractual limitations on our ability to operate, (7) adverse tax events, (8) reduced protection ofintellectual property rights, (9) a geographically and culturally diverse workforce and customer base, and (10) travel restrictions associated with the COVID-19 pandemic. Failure to overcome any ofthese difficulties could negatively affect the results of operations.

Our international operations will involve a variety of risks,including:

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Any of these risks could harm our international operations, reduce our revenue from outside the United States orincrease our operating costs, harming our business, results of operations and financial condition and growth prospects. There can be no assurance that all of our employees, independent contractors and partners will comply with the formal policies wewill implement, or applicable laws and regulations. Violations of laws or key control policies by employees, independent contractors and partners could result in delays in revenue recognition, financial reporting misstatements, fines, penalties orthe prohibition of the importation or exportation of our software and services and could harm our business and results of operations. If we invest substantial time and resources to expand our international operations and is unable to do sosuccessfully, our business and operating results will suffer.

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We will be subject to governmental export and import controls that could impair our ability to competein international markets and subject us to liability if we violates the controls.

Our products will be subject to U.S. exportcontrols, including the Export Administration Regulations and economic sanctions administered by the U.S. Treasury Department’s Office of Foreign Assets Control. We will incorporate encryption technology into our products. These encryptionproducts and the underlying technology may be exported outside of the United States only with the required export authorizations, including by license, a license exception or other appropriate government authorizations. We previously obtained therequired licenses to export our products outside of the United States. If the applicable U.S. legal requirements regarding the export of encryption technology were to change or if we change the encryption means in our products, we may need to applyfor new licenses. There can be no assurance that we will be able to obtain the required licenses under such circumstances. Furthermore, various other countries regulate the import of certain encryption technology, including import permitting andlicensing requirements, and have enacted laws that could limit the ability to distribute our products or could limit our customers’ ability to implement our products in such countries.

Furthermore, our activities will subject us to the U.S. economic sanctions laws and regulations that prohibit the shipment of certain productsand services to countries, governments, and persons targeted by U.S. embargoes or sanctions. The current U.S. presidential administration has been critical of existing trade agreements and may impose more stringent export and import controls.Obtaining the necessary export license or other authorization for a particular sale may be time-consuming and may result in the delay or loss of sales opportunities even if the export license ultimately may be granted. While we will take precautionsto prevent our products and services from being exported in violation of these laws, including obtaining authorizations for our products and services, performing geolocation IP blocking and screenings against U.S. and other lists of restricted andprohibited persons, we cannot guarantee that the precautions we intend to take will prevent violations of export control and sanctions laws. Violations of U.S. sanctions or export control laws can result in significant fines or penalties andpossible incarceration for responsible employees and managers could be imposed for criminal violations of these laws.

If our customers orpartners fail to obtain appropriate import, export or re-export licenses or permits, we may also be harmed, through reputational harm as well as other negative consequences, including government investigationsand penalties. We presently incorporate export control compliance requirements into our license and partner agreements; however, no assurance can be given that our licensees and partners will comply with such requirements.

Various countries regulate the import and export of certain encryption and other technology, including import and export licensingrequirements. Some countries have enacted laws that could limit the ability to distribute our products and services or could limit our customers’ ability to implement our products and services in those countries. Changes in our products andservices or future changes in export and import regulations may create delays in the introduction of our products and services in international markets, prevent our customers with international operations from deploying our products and servicesglobally or, in some cases, prevent the export or import of our products and services to certain countries, governments, or persons altogether. Various governmental agencies have proposed additional regulation of encryption technology, including theescrow and government recovery of private encryption keys. Any change in export or import regulations, economic sanctions, or related legislation, or change in the countries, governments, persons, or technologies targeted by such regulations, couldlimit our ability to export or sell our products and services to existing or potential customers with international operations. Any decreased use of our products and services or limitation on our ability to export or sell products and services wouldharm our business, operating results, and prospects.

We will be exposed to fluctuations in currency exchange rates, which could negatively ourrevenue and earnings.

We conduct a significant number of transactions and holds cash in currencies other than theU.S. Dollar. Changes in the values of major foreign currencies, particularly the Euro, Japanese Yen, British Pound, Singapore

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Dollar and Chinese Yuan, relative to the U.S. Dollar, will significantly affect our total assets, revenue, operating results and cash flows, which will be reported in U.S. Dollars. Inparticular, the economic uncertainties relating to Brexit, and European sovereign and other debt obligations may cause the value of the British Pound and Euro to fluctuate relative to the U.S. Dollar. Fluctuations in foreign currency rates,including the strengthening of the U.S. Dollar against the Euro and most other major international currencies, could harm our revenue growth in terms of the amounts that will be reported in U.S. Dollars after converting our foreign currencyresults into U.S. Dollars. In addition, reported assets will generally be negatively impacted when the dollar strengthens relative to other currencies as a portion of our cash and bank deposits, among other assets, will be held in foreign currenciesand reported in U.S. Dollars.

We will incur expenses for employee compensation and other operating expenses at our non-U.S. locations in local currencies. The weakening of the U.S. dollar against such currencies would cause the U.S. dollar equivalent of such expenses to increase, which could have a negative impact on ourreported results of operations. If we are not able to successfully hedge against the risks associated with currency fluctuations, our operating results could be harmed.

We will be subject to anti-corruption, anti-bribery, anti-money laundering, and similar laws, and non-compliancewith such laws can subject us to criminal and/or civil liability and harm our business.

We are subject to the FCPA, the U.S.domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the UK Bribery Act of 2010, the UK Proceeds of Crime Act 2002, and other anti-bribery and anti-money laundering laws in the countries in which it conducts activities.Anti-corruption and anti-bribery laws have been enforced aggressively in recent years. These laws are interpreted broadly to prohibit companies and their employees and third-party intermediaries from authorizing, promising, offering, or providing,directly or indirectly, improper payments or anything else of value to recipients in the public or private sector. As we seek to increase our international sales and business and sales to the private and public sector, we may engage with partnersand third-party intermediaries to market our services and to obtain necessary permits, licenses, and other regulatory approvals. In addition, we or our third-party intermediaries may have direct or indirect interactions with officials and employeesof government agencies or state-owned or affiliated entities in other countries, which also include countries known to experience corruption, particularly certain emerging countries in Africa, East Asia, Eastern Europe, South America and the MiddleEast. Activities in such countries create the risk of unauthorized payments or offers of payments by one of our employees, consultants, partners or third-party intermediaries that could be in violation of various anti-corruption laws, even thoughthese parties may not be under our control. While we will have policies and controls intended to prevent these practices by our employees, consultants, partners and third-party intermediaries, existing safeguards and any future improvements mayprove to be less than effective, and we could be held liable for corrupt or other illegal activities of such third-party intermediaries, our employees, representatives, contractors, partners, and agents, even if we do not explicitly authorize suchactivities. While we will have policies and procedures to address compliance with such laws, our employees and agents could violate these policies and applicable law, for which we may be ultimately held responsible. As we seek to increase ourinternational sales and business, our risks under these laws may increase. Noncompliance with anti-corruption, anti-bribery, or anti-money laundering laws could subject us to whistleblower complaints, investigations, sanctions, settlements,prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension and/or debarment from contracting with certain persons, the loss of export privileges,reputational harm, adverse media coverage, and other collateral consequences. If any subpoenas or investigations are launched, or governmental or other sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, ourbusiness, results of operations, and financial condition could be materially harmed. Responding to any action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs andother professional fees. Enforcement actions and sanctions could further harm our business, results of operations, and financial condition.

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Changes in subjective assumptions, estimates and judgments by management related to complex accountingmatters or changes in accounting principles generally accepted in the United States could significantly affect our financial condition and results of operations.

GAAP and related pronouncements, implementation guidelines, and interpretations apply to a wide range of matters that will be relevant to ourbusiness, including revenue recognition, stock-based compensation, deferred commissions and business combinations. These matters are complex and will involve subjective assumptions, estimates, and judgments by management. Changes in GAAP, theseaccounting pronouncements or their interpretation or changes in underlying assumptions, estimates, or judgments by management, the Financial Accounting Standards Board (“FASB”), the SEC and others could significantly change ourreported or expected financial performance, which could impact the market price for our common stock.

We may acquire or invest in companies, whichmay divert management’s attention and result in additional dilution to stockholders. We may be unable to integrate acquired businesses and technologies successfully or achieve the expected benefits of such acquisitions.

We may evaluate and consider potential strategic transactions, including acquisitions of, or investments in, businesses, technologies,services, products, and other assets in the future. An acquisition, investment or business relationship may result in unforeseen operating difficulties and expenditures. In particular, we may encounter difficulties assimilating or integrating thebusinesses, technologies, products, personnel, or operations of the acquired companies. Key personnel of the acquired companies may choose not to work for us, their software may not be easily adapted, or we may have difficulty retaining thecustomers of any acquired business due to changes in ownership, management, or otherwise. We may also experience difficulties integrating personnel of the acquired company into our business and culture. Acquisitions may also disrupt our business,divert our resources and require significant management attention that would otherwise be available for development of our existing business. The anticipated benefits of any acquisition, investment, or business relationship may not be realized or wemay be exposed to unknown risks or liabilities.

Negotiating these transactions can be time-consuming, difficult, and expensive, and theability to close these transactions may often be subject to approvals that are beyond our control. Consequently, these transactions, even if undertaken and announced, may not close. For one or more of those transactions, we may:

We intend to invest significantly in research and development, and to the extent such research and development investments do nottranslate into new products or material enhancements to our products, or if we do not use those investments efficiently, our business and results of operations would be harmed.

A key element of our strategy will be to invest significantly in our research and development efforts to develop new products and enhance ourexisting products to address additional applications and markets. If we do not spend our research and development budget efficiently or effectively on compelling innovation and technologies, our business may be harmed and we may notrealize the expected benefits of our strategy. Moreover, research and development projects can be technically challenging and expensive. The nature of these

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research and development cycles may cause us to experience delays between the time we incur expenses associated with research and development and the time we are able to offer compelling productsand generate revenue, if any, from such investment. Additionally, anticipated customer demand for a product or service being developed could decrease after the development cycle has commenced, and we would nonetheless be unable to avoid substantialcosts associated with the development of any such product or service. If we expend a significant amount of resources on research and development and our efforts do not lead to the successful introduction or improvement of products that arecompetitive in our current or future markets, it would harm our business and results of operations.

Changes in our provision for income taxes oradverse outcomes resulting from examination of our income tax returns could our results.

We will be subject to income taxation inthe United States and numerous other jurisdictions. Determining our provision for income taxes will require significant management judgment. In addition, the provision for income taxes could be negatively impacted by many factors, including, amongother things, changes to our operating structure, changes in the amounts of earnings in jurisdictions with different statutory tax rates, changes in the valuation of deferred tax assets and liabilities and changes in tax laws. We are subject toongoing tax examinations in various jurisdictions. Tax authorities may disagree with our intercompany charges, cross-jurisdictional transfer pricing or other matters and assess additional taxes. While we regularly evaluate the likely outcomes ofthese examinations to determine the adequacy of our provision for income taxes, there can be no assurance that the outcomes of such examinations will not have a material impact on our results of operations and cash flows. In addition, we may beaudited in various jurisdictions, and such jurisdictions may assess additional taxes against us. The final determination of any tax audits or litigation could be materially different from historical tax provisions and accruals, which could harm ourresults of operations or cash flows in the period or periods for which a determination is made.

Significant judgment is required todetermine the recognition and measurement attributes prescribed in Accounting Standards Codification (“ASC”) 740-10-25. In addition, ASC 740-10-25 applies to all income tax positions, which if settled unfavorably could adversely impact our provision for income taxes.

Our international operations may subject us to potential adverse tax consequences.

We have been expanding our international operations and personnel to better support our growth into international markets. Our corporatestructure and associated transfer pricing policies contemplate future growth into the international markets, taking into account the functions, risks, and assets of the various entities involved in the intercompany transactions. After the Mergers,the amount of taxes we will pay in different jurisdictions may depend on: (1) the application of the tax laws of the various jurisdictions, including the United States, to our international business activities, (2) changes in tax rates,(3) new or revised tax laws or interpretations of existing tax laws and policies, and (4) our ability to operate our business in a manner consistent with our corporate structure and intercompany arrangements. Taxing authorities maychallenge the transfer pricing methodologies of our intercompany arrangements or disagree with our determinations as to the income and expenses attributable to specific jurisdictions. If such a challenge or disagreement were to occur, and ourposition was not sustained, we could be required to pay additional taxes, interest, and penalties. This could result in one-time tax charges, higher effective tax rates, reduced cash flows, and lower overallprofitability of our operations. Our financial statements could fail to reflect adequate reserves to cover such a contingency.

Risks Related to anInvestment in our Securities

There may not be an active trading market for our common stock, which may make it difficult to sell shares ofour common stock.

It is possible that an active trading market will not develop or, if developed, that any market will not besustained. This would make it difficult for you to sell shares of our common stock at an attractive price or at all.

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The market price of shares of our common stock may be volatile, which could cause the value of yourinvestment to decline.

Even if an active trading market develops, the market price of our common stock may be highly volatile andcould be subject to wide fluctuations. Securities markets worldwide experience significant price and volume fluctuations. The securities markets have experienced significant volatility as a result of theCOVID-19 pandemic. Market volatility, as well as general economic, market, or political conditions, could reduce the market price of shares of our common stock regardless of our operating performance. Ouroperating results could be below the expectations of public market analysts and investors due to a number of potential factors, including: (1) variations in quarterly operating results or dividends, if any, to stockholders, (2) additionsor departures of key management personnel, (3) publication of research reports about our industry, (4) litigation and government investigations, (5) changes or proposed changes in laws or regulations or differing interpretations orenforcement of laws or regulations affecting our business, (6) adverse market reaction to any indebtedness incurred or securities issued in the future, (7) changes in market valuations of similar companies, (8) adverse publicity orspeculation in the press or investment community, (9) announcements by competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures, or capital commitments and (10) the impact of the COVID-19 pandemic on our management, employees, partners, customers, and operating results. In response, the market price of shares of our common stock could decrease significantly. You may be unable to resell yourshares of our common stock at or above your purchase price. Following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against such company.Such litigation, if instituted against us, could result in substantial costs and a diversion of management’s attention and resources.

Ourability to timely raise capital in the future may be limited, or may be unavailable on acceptable terms, if at all. The failure to raise capital when needed could harm our business, operating results and financial condition. Debt or equity issued toraise additional capital may reduce the value of our common stock.

We cannot be certain when or if the operations of our businesswill generate sufficient cash to fund our ongoing operations or the growth of our business. We intend to make investments to support our current business and may require additional funds to respond to business challenges, including the need todevelop new features or enhance our software, improve our operating infrastructure or acquire complementary businesses and technologies. Additional financing may not be available on favorable terms, if at all. If adequate funds are not available onacceptable terms, we may be unable to invest in future growth opportunities, which could harm our business, operating results and financial condition. If we incur debt, the debt holders could have rights senior to holders of our common stock to makeclaims on our assets. The terms of any debt could restrict our operations, including our ability to pay dividends on our common stock. If we issue additional equity securities, stockholders will experience dilution, and the new equity securitiescould have rights senior to those of our common stock. Because the decision to issue securities in the future offering will depend on numerous considerations, including factors beyond our control, we cannot predict or estimate the amount, timing ornature of any future issuances of debt or equity securities. As a result, stockholders will bear the risk of future issuances of debt or equity securities reducing the value of their common stock and diluting their interest.

A small number of stockholders will continue to have substantial control over us after this offering, which may limit other stockholders’ abilityto influence corporate matters and delay or prevent a third party from acquiring control over us.

Our directors and executiveofficers of, and beneficial owners own 5% or more of our voting securities and their respective affiliates beneficially own, in the aggregate, approximately 54.9% of our outstanding common stock. This significant concentration of ownership may havea negative impact on the trading price for our common stock because investors often perceive disadvantages in owning stock in companies with controlling stockholders. In addition, these stockholders will be able to exercise influence over allmatters requiring stockholder approval, including the election of directors and approval of corporate transactions, such as a merger

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or other sale of us or our assets. This concentration of ownership could limit stockholders’ ability to influence corporate matters and may have the effect of delaying or preventing a changein control, including a merger, consolidation or other business combination, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control, even if that change in control would benefit the otherstockholders.

There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq.

If Nasdaq delists our securities from trading on its exchange for failure to meet the listing standards, we and our stockholders could facesignificant negative consequences including:

If our operating and financial performance in any given period does not meet the guidance provided to the public or theexpectations of investment analysts, the market price of our common stock may decline.

We may, but are not obligated to, providepublic guidance on our expected operating and financial results for future periods. Any such guidance will consist of forward-looking statements, subject to the risks and uncertainties described in this prospectus and in our other public filings andpublic statements. The ability to provide this public guidance, and the ability to accurately forecast our results of operations, may be impacted by the COVID-19 pandemic. Our actual results may not always bein line with or exceed any guidance we have provided, especially in times of economic uncertainty, such as the current global economic uncertainty being experienced as a result of the COVID-19 pandemic. If, inthe future, our operating or financial results for a particular period do not meet any guidance provided or the expectations of investment analysts, or if we reduce our guidance for future periods, the market price of our common stock may decline aswell. Even if we do issue public guidance, there can be no assurance that we will continue to do so in the future.

We will incur significantincreased expenses and administrative burdens as a public company, which could negatively impact our business, financial condition and results of operations.

We will face increased legal, accounting, administrative and other costs and expenses as a public company that we did not incur as a privatecompany. The Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-FrankWall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the PCAOB and the securities exchanges, impose additional reporting and other obligations on public companies.Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements will require us to carry out activities we have not donepreviously. For example, we have created new board committees and adopted new internal controls and disclosure controls and procedures. In addition, expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues incomplying with those requirements are identified (for example, if we identify a material weakness or significant deficiency in the internal control over financial reporting), we could incur additional costs rectifying those issues, and the existenceof those issues could harm our reputation or investor perceptions of us. It may also be more expensive to obtain director and officer liability insurance. Risks associated with our status as a public company may make it more difficult to attract andretain qualified persons to serve on our board of directors or as executive officers. The additional reporting and other

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obligations imposed by these rules and regulations will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increasedcosts will require the us to divert a significant amount of money that could otherwise be used to expand our business and achieve strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes ingovernance and reporting requirements, which could further increase costs.

If we are unable to implement and maintain effective internal controlover financial reporting in the future, investors may lose confidence in the accuracy and completeness of financial reports, and the market price of our common stock may decline.

We are required to maintain internal controls over financial reporting and to report any material weaknesses in such internal controls. Inaddition, we are required to furnish a report by management in our annual report on Form 10-K on the effectiveness of our internal control over financial reporting, pursuant to Section 404 ofSarbanes-Oxley. The process of designing, implementing, and testing the internal control over financial reporting required to comply with this obligation is time-consuming, costly, and complicated. If we identify material weaknesses in our internalcontrol over financial reporting, if we are unable to comply with the requirements of Section 404 of Sarbanes-Oxley in a timely manner, or if we are unable to assert that our internal control over financial reporting are effective, we will beunable to certify that our internal control over financial reporting is effective. We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting in the future. Anyfailure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or results of operations. If we are unable to conclude that our internal control over financial reportingis effective, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could decline. We could become subject to investigations by Nasdaq, the SEC or other regulatoryauthorities, which could require additional financial and management resources.

Our management has identified material weaknesses in our internalcontrol over financial reporting and we may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of our financial statements or causeus to fail to meet our periodic reporting obligations.

As a public company, we are required to maintain internal control overfinancial reporting and to report any material weaknesses in such internal control. We were a private company with limited accounting and financial reporting personnel and other resources with which to address our internal controls and procedures. Amaterial weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not beprevented or detected on a timely basis. We determined that we had material weaknesses in internal control because we did not maintain effective controls related to: (i) the completeness and accuracy of financial accounting, reporting anddisclosures, (ii) the identification, review and accounting for nonroutine transactions and/or events and (iii) segregation of duties with respect to the processing of financial transactions. With the oversight of senior management and ouraudit committee, we implemented actions under a remediation plan which include (i) the hiring of personnel with technical accounting and financial reporting experience to further bolster our ability to assess judgmental areas of accounting andprovide an appropriate level of oversight of activities related to internal control over financial reporting and (ii) the engagement of external consultants in the assistance of the evaluation of complex accounting matters. We are implementingadditional actions under a remediation plan which include (i) the implementation of improved accounting and financial reporting procedures and controls to improve the completeness and accuracy of our financial accounting, reporting anddisclosures and (ii) the establishment of formalized internal controls to review and maintain segregation of duties between control operators. We have continued the implementation of this plan and believe the measures described above willremediate the material weaknesses identified and strengthen our internal control over financial reporting. We are committed to continuing to improve our internal control processes and will continue to diligently and vigorously review our financialreporting controls and procedures.

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While we continue to implement our plan to remediate the material weaknesses describedabove, we cannot predict the success of such plan or the outcome of our assessment of these plans at this time. If our steps are insufficient to remediate the material weaknesses successfully and otherwise establish and maintain an effective systemof internal control over financial reporting, the reliability of our financial reporting, investor confidence in us, and the value of our common stock could be materially and adversely affected. We can give no assurance that the implementation ofthis plan will remediate these deficiencies in internal control or that additional material weaknesses or significant deficiencies in our internal control over financial reporting will not be identified in the future. Our failure to implement andmaintain effective internal control over financial reporting could result in errors in our financial statements that could result in a restatement of our financial statements, causing us to fail to meet our reporting obligations.

We qualify as an “emerging growth company.” The reduced public company reporting requirements applicable to emerging growth companies may makeour common stock less attractive to investors.

We qualify as an “emerging growth company” under SEC rules. As anemerging growth company, we will be permitted and plan to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These provisions include: (1) presentingonly two years of audited financial statements, (2) presenting only two years of related selected financial data and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure, (3) anexemption from compliance with the auditor attestation requirement in the assessment of internal control over financial reporting pursuant to Section 404 of Sarbanes-Oxley, (4) not being required to comply with any requirement that may beadopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, (5) reduced disclosure obligations regarding executivecompensation arrangements in periodic reports, registration statements, and proxy statements, and (6) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any goldenparachute payments not previously approved. As a result, the information we provide will be different than the information that is available with respect to other public companies that are not emerging growth companies. If some investors find ourcommon stock less attractive as a result, there may be a less active trading market for our common stock, and the market price of our common stock may be more volatile. We will remain an emerging growth company until the earliest of:(1) December 31, 2024, (2) the last day of the fiscal year in which it has gross revenue exceeding $1.07 billion, (3) the date on which it has, during the immediately preceding three-year period, issued more than$1.0 billion in non-convertible debt securities, and (4) the end of any fiscal year in which the market value of our common stock held by non-affiliatesexceeds $700 million as of the end of the second quarter of that fiscal year.

Our management has limited experience in operating a publiccompany.

Our executive officers have limited experience in the management of a publicly traded company. Our management team maynot successfully or effectively manage our transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasinglycomplex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities, which will result in less time being devoted to our management andgrowth. We may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the United States. Thedevelopment and implementation of the standards and controls necessary for us to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected. It is possible that we will berequired to expand our employee base and hire additional employees to support our operations as a public company, which will increase our operating costs in future periods.

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If securities or industry analysts do not publish research or reports about our business or publishnegative reports, the market price of our common stock could decline.

The trading market for our common stock will be influencedby the research and reports that industry or securities analysts publish about us or our business. If regular publication of research reports ceases, we could lose visibility in the financial markets, which in turn could cause the market price ortrading volume of our common stock to decline. Moreover, if one or more of the analysts who cover us downgrade our common stock or if reporting results do not meet their expectations, the market price of our common stock could decline.

If our security holders exercise their registration rights, it may negatively impact the market price of our common stock.

In connection with the Closing, we amended our existing registration rights agreement to: (i) provide that we will file a registrationstatement within 15 business days following the Closing to register for resale (A) the shares of our common stock held by the Apex Initial Stockholders and shares of our common stock issuable upon exercise of the Private Warrants held by theApex Initial Stockholders and (B) the shares of our common stock issued to the AvePoint stockholders in the Business Combination held by certain AvePoint stockholders party thereto; (ii) provide the AvePoint stockholders with three demandregistration rights; (iii) provide the AvePoint stockholders party thereto and the Apex Initial Stockholders customary underwritten takedown rights (subject to customary priorities, minimums, frequency, and quantity limits, cutbacks, deferralsand other terms); and (iv) afford each of the AvePoint stockholders party thereto and the Apex Initial Stockholders, on a pari passu basis, “piggy back” registration rights with respect to any underwritten offerings by theother stockholders and by us. The sale or possibility of sale of these additional securities trading in the public market may negatively impact the market price of our securities.

We have no current plans to pay cash dividends on our common stock; as a result, stockholders may not receive any return on investment unless they selltheir common stock for a price greater than the purchase price.

We have no current plans to pay dividends on our common stock. Anyfuture determination to pay dividends will be made at the discretion of our board of directors, subject to applicable laws. It will depend on a number of factors, including our financial condition, results of operations, capital requirements,contractual, legal, tax and regulatory restrictions, general business conditions, and other factors that the board of directors may deem relevant. In addition, the ability to pay cash dividends may be restricted by the terms of debt financingarrangements, as any future debt financing arrangement likely will contain terms restricting or limiting the amount of dividends that may be declared or paid on our common stock. As a result, stockholders may not receive any return on an investmentin our common stock unless they sell their shares for a price greater than that which they paid for them.

We may issue additional shares of commonstock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of our common stock.

We have warrants outstanding to purchase an aggregate of 17,905,000 shares of common stock. Pursuant to the 2021 Plan, we may issue anaggregate of up to 30,273,164 shares of common stock, which amount may be subject to increase from time to time. We may also issue additional shares of common stock or other equity securities of equal or senior rank in the future in connection with,among other things, future acquisitions or repayment of outstanding indebtedness, without stockholder approval, in a number of circumstances.

The issuance of additional shares or other equity securities of equal or senior rank would have the following effects:

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Provisions in our organizational documents and certain rules imposed by regulatory authorities may delay or prevent an acquisition by a third party thatcould otherwise be in the interests of stockholders.

Our certificate of incorporation and amended and restatedbylaws contain several provisions that may make it more difficult or expensive for a third party to acquire control of us without the approval of the board of directors. These provisions, which may delay, prevent or deter a merger, acquisition,tender offer, proxy contest, or other transaction that stockholders may consider favorable, include the following:

These provisions of our certificate of incorporation and amended and restated bylaws could discouragepotential takeover attempts and reduce the price that investors might be willing to pay for shares of our common stock in the future, which could reduce the market price of our common stock.

The provision of our certificate of incorporation requiring exclusive venue in the Court of Chancery in the State of Delaware and the federal districtcourts of the United States for certain types of lawsuits may have the effect of discouraging lawsuits against directors and officers.

Our certificate of incorporation will provide that, unless we consent in writing to the selection of an alternative forum, the Court ofChancery of the State of Delaware shall be the sole and exclusive forum for: (1) any derivative action or proceeding brought on behalf of us, (2) any action asserting a claim of breach of fiduciary duty owed by any director, officer, agentor other employee or stockholder to us or our stockholders, (3) any action asserting a claim arising pursuant to any provision of the DGCL, the Certificate of Incorporation or the amended and restated bylaws or as to which the DGCL confersjurisdiction on the Court of Chancery of the State of Delaware, (4) any claim or cause of action seeking to interpret, apply, enforce or determine the validity of the Certificate of Incorporation or the amended and restated bylaws or(5) any action asserting a claim governed by the internal affairs doctrine, in each case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. It further provides that, unlesswe

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consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusiveforum for the resolutions of any complaint asserting a cause of action arising under the Securities Act. The exclusive forum clauses described above shall not apply to suits brought to enforce a duty or liability created by the Exchange Act, or anyother claim for which the federal courts have exclusive jurisdiction. Although these provisions are expected to benefit us by providing increased consistency in the application of applicable law in the types of lawsuits to which they apply, theprovisions may have the effect of discouraging lawsuits against directors and officers. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation have been challenged in legal proceedings andthere is uncertainty as to whether a court would enforce such provisions. In addition, investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. It is possible that, in connection with anyapplicable action brought against us, a court could find the choice of forum provisions contained in the our certificate of incorporation to be inapplicable or unenforceable in such action. If so, we may incur additional costs associated withresolving such action in other jurisdictions, which could harm our business, financial condition or results of operations.

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MARKET AND INDUSTRY DATA

Certain industry data and market data included in this prospectus were obtained from independent third-party surveys, market research,publicly available information, reports of governmental agencies and industry publications and surveys. All of management’s estimates presented herein are based upon management’s review of independent third-party surveys and industrypublications prepared by a number of sources and other publicly available information. All of the market data used in this prospectus involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates.We believe that the information from these industry publications and surveys included in this prospectus is reliable. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including thosedescribed in the section titled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

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USE OF PROCEEDS

All of the shares of common stock and Warrants offered by the selling securityholders pursuant to this prospectus will be sold by the sellingsecurityholders for their respective accounts. We will not receive any of the proceeds from these sales.

We will receive up to anaggregate of approximately $205.9 million from the exercise of the Warrants, assuming the exercise in full of all of the Warrants for cash. We expect to use the net proceeds from the exercise of the Warrants for general corporate purposes, includingto fund potential future investments and acquisitions of companies that we believe are complementary to our business and consistent with our growth strategy. We will have broad discretion over the use of proceeds from the exercise of the Warrants.There is no assurance that the holders of the Warrants will elect to exercise any or all of such Warrants. To the extent that the Warrants are exercised on a “cashless basis,” the amount of cash we would receive from the exercise of theWarrants will decrease.

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DETERMINATION OF OFFERING PRICE

The offering price of the shares of common stock underlying the Warrants offered hereby is determined by reference to the exercise price ofthe Warrants of $11.50 per share. The Public Warrants are listed on Nasdaq under the symbol “AVPTW.”

We cannot currentlydetermine the price or prices at which shares of common stock or Warrants may be sold by the selling securityholders under this prospectus.

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MARKET INFORMATION FOR SECURITIES AND DIVIDEND POLICY

Market Information

Our common stock andPublic Warrants are currently listed on Nasdaq under the symbols “AVPT” and “AVPTW,” respectively. Prior to the consummation of the Business Combination, our common stock and our Public Warrants were listed on Nasdaq under thesymbols “APXT” and “APXTW,” respectively. As of July 1, 2021, following the completion of the Business Combination, there were 98 holders of record of the common stock and three holders of record of our Warrants. We currently donot intend to list the Private Warrants offered hereby on any stock exchange or stock market.

Dividend Policy

We have never declared or paid any dividends on shares of our common stock. We anticipate that we will retain all of our future earnings, ifany, for use in the operation and expansion of our business and do not anticipate paying cash dividends in the foreseeable future. Any decision to declare and pay dividends in the future will be made at the sole discretion of our board of directorsand will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions and other factors that our board of directors may deem relevant.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results ofoperations together with our financial statements and related notes included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information withrespect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the section titled “Risk Factors,” our actualresults could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Please also see the section titled “Cautionary Note Regarding Forward-LookingStatements.”

Overview

Weare a Microsoft Gold Certified Partner in Application Development, Cloud Platform, Cloud Productivity, and Collaboration and Content. We are a top Global Independent Software Vendor (GISV) partner, ranking in the top 5 in Microsoft’s IP-Co-Sell program out of 3,000 participating partners. Our main product platform is the AvePoint Cloud, delivered as AvePoint Online Services, or AOS. Our software-as-a-service, or SaaS, platform focuses on data protection, governance, and compliance management extensions for Microsoft 365 (“M365”). Wehave expanded our coverage of SharePoint infrastructure to cover Microsoft’s Teams, Exchange, Skype for Business (previously Lync), and Yammer, and other workloads in the M365 platform. We offer more than 30 products.

Our primary on-premises product is the DocAve Software Platform, which gives enterprise systemsadministrators the tools to migrate, manage, and govern SharePoint deployments from individual items to entire data farms. Our additional on-premises products Governance Automation and Compliance GuardianPlatform deliver SharePoint-as-a-Service, helping organizations build in governance and controls to common IT requests, and dataclassification, audit, and protection, or DCAP. Our SaaS and on-premises platform features include Data Backup, Archiving, Disaster Recovery, Migration, Records Management, Auditing/Reporting, Governance, RiskAssessment, and Data Analytics. We also provide training, installation, configuration, AvePoint Client Services, Technical Account Management, and AvePoint Partner Services, in support of our products.

We have expanded beyond our original SharePoint infrastructure management business into a global infrastructure management software company.Our current strategy is focused on the cloud. We have made significant investments into cloud storage and cloud-based computing products to support our growing SaaS business, since its initial release of DocAve Online, the pre-cursor to AvePoint Online Services, in 2013. We have added Governance Automation, Compliance Guardian, and Records platforms to extend availability of our solutions to other key stakeholders involved in securingorganizational collaboration.

In 2019, we expanded the distribution channels for our products through third parties. This sales channelutilizes managed service providers, or MSPs, to sell our products to end users through online marketplaces. This sales channel differs from our traditional business, in that contracts are monthly, and the typicalend-customer spends less than $100 a month on the product due to small license counts required.

Our SaaS and termed license and support revenue sources are typically sold as multi-year contracts. As of March 31, 2021, our subscriptioncontracts had an average duration of approximately 2 to 2.5 years.

Services are typically sold in conjunction with product sales.Services revenue includes revenue derived primarily from the implementation of software, training, consulting and migrations. We also offer license customization and managed service offerings.

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The Business Combination

We entered into the Business Combination Agreement with Apex on November 23, 2020. Pursuant to the Business Combination Agreement, MergerSub, a wholly owned subsidiary of Apex, merged with and into AvePoint, with AvePoint surviving the merger as a wholly-owned subsidiary of Apex. Promptly following the first merger, the surviving company merged with and into Merger Sub 2, with MergerSub 2 as the surviving company and a wholly owned subsidiary of Apex. The surviving company was renamed AvePoint, Inc.

The BusinessCombination is accounted for as a reverse recapitalization. We are the accounting predecessor and we are the successor SEC registrant, meaning that our financial statements for previous periods will be disclosed in our future periodic reports filedwith the SEC. Under this method of accounting, Apex is treated as the acquired company for financial statement reporting purposes. The most significant change in the successor’s future reported financial position and results are expected to bean estimated net increase in cash (as compared to our consolidated balance sheet at March 31, 2021) of between approximately $40.3 million, assuming maximum shareholder redemptions permitted under the Business Combination Agreement, and$184.8 million, assuming minimum shareholder redemptions, and in each case including $140 million in gross proceeds from the PIPE by Apex. Total transaction costs are estimated at approximately $52.5 million. See the section titled“Unaudited Pro Forma Condensed Combined Financial Information” for additional information.

As a result of the BusinessCombination, we are the successor to an SEC-registered and Nasdaq-listed company, which requires us to hire additional personnel and implement procedures and processes to address publiccompany regulatory requirements and customary practices. We expect to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees, and additional internal andexternal accounting, legal, and administrative resources, including increased personnel costs, audit and other professional service fees.

Impact of COVID-19 on our Business

In December 2019, COVID-19 wasfirst reported. On March 11, 2020, the World Health Organization characterized COVID-19 as a pandemic. The COVID-19 pandemic has created global economicuncertainty, adversely impacted the business of our customers and partners, impacted our business and results of operations and could further impact our results of operations and cash flows in the future.

We have not experienced any material negative impacts to our operational, cloud or product availability, or customer support, as a result ofour own shift to remote work. Instead, our teams continue to display our values of agility, passion, and teamwork on a daily basis to ensure we are able to support our customers for the long haul, with new product releases, customer experiences, andexcellent support.

We excelled at helping our customers face their own transformations duringCOVID-19. For example, in 2019 we were first engaged with METC, the regional policy-making body, planning agency, and provider of essential services for the metropolitan region of Minneapolis / St. Paul,Minnesota. METC rolled out Microsoft Teams following our migration from SharePoint 2010 to Microsoft 365’s SharePoint Online service. Our product, Cloud Governance was rolled out to remote workers on Sunday March 15, 2020, to enableautomated and compliant self-service Teams creation. Our solution helped METC cope with the rapid influx of approximately 2,000 remote workers, due to the government-issued Work From Home order. The week after the AvePoint solution roll-out, the number of Teams created increased 400%, driving the total number of Teams up 20% over the period. With increased pressure to transform how their organizations worked, we were able to help customers whohad planned longer rollouts of Microsoft Teams to accomplish those rollouts within a weekend and ensure ongoing sustainability of the service. These accelerated timelines are a direct result of the pressureCOVID-19 put on organizations to speed up their work from anywhere initiatives, as echoed by Microsoft executives.

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In addition to meeting immediate customer needs, we released exclusive offers, aimed athelping our customers cope with this rapid transition, to provide greatly improved customer experiences. Teams responsible for enabling a remote workforce were supported by AvePoint software to enable visibility on remote workers, security, andgovernance for newly adopted cloud services, and automated backups for a rapidly expanding digital footprint.

Our product developmentteams worked to respond to customer needs as well, recognizing the pressure of regulated customers during this rapid digital transformation. During the COVID-19 crisis, we have been able to pivot to providetactical, immediate value in the form of a new product (Policies and Insights), developed and released in the midst of the pandemic, which mitigates risks such as over-exposed sensitive information and over-privileged external users, potentiallydirect results of the rush to work-from-home.

Despite global headwinds and market volatility, during the three months ending March 31,2021 and the year ending December 31, 2020 we experienced a 19% and 31% increase in revenue, respectively. We believe that market volatility has only accelerated organizations to do more with less, which requires advanced technology solutions,preferably fewer vendors, and ample automation to support these new organizational realities.

Key Business Metrics

Our management reviews the following key business metrics to measure our performance, identify trends affecting our business, formulatebusiness plans, and make strategic decisions. However, increases or decreases in our key business metrics may not correspond with increases or decreases in our revenue.

The chart below illustrates certain key business metrics, each described in more detail below, as of the end of or for the periods presented.

Annual Recurring Revenue

We calculate our annual recurring revenue (“ARR”) at the end of a particular period as the annualized sum of:(1) contractually obligated Annual Contract Value (“ACV”) from SaaS and termed license, support and maintenance revenue sources from all customers with a contract duration exceeding three months (“CoreARR”), and (2) the product of the current month’s monthly recurring revenue (“MRR”) multiplied by twelve (to prospectively annualize SaaS and termed license and support revenue). MRR is attributable to ourChannel business. As of March 31, 2021 and December 31, 2020, our Channel business was transacting the equivalent of $5.5 million and $4.2 million in annual recurring revenue, respectively, calculated as March’s and December’sMRR, multiplied by twelve months. Customer contracts used in calculating MRR may or may not be extended or renewed by our customers. ARR also includes some recurring professional services revenue, such as recurring technical account managementservices. Growth in ARR is driven by both new business and the retention of existing business. We believe ARR is indicative of growth in recurring revenue streams, leading to higher revenue growth in future periods. ARR should be viewedindependently of revenue and deferred revenue and is not intended to be combined with, or to replace, either of those items. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not beextended or renewed by our customers (the same is true for those contracts used in calculating MRR, which may or may not be extended or renewed by the customer).

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Accounts Above $100,000 ARR

We track the total number of accounts with ARR greater than $100,000 as of the end of each quarter. We believe our ability to enter into largercontracts is indicative of broader adoption of our solutions by larger organizations. These organizations are typically more resilient to changes in macro-economic conditions leading to more dependable relationships with such customers. It alsoreflects our ability to expand the revenue from our existing customer base. Growth in this metric is due to larger initial contract values, as well as expansion of existing customer relationships.

Average Core ARR per Account

Wecalculate average ARR per account (“ARRPA”) for accounts included in our Core ARR calculation in order to evaluate the amount of ACV obligated revenue provided by customers at a given point in time. Factors influencing this metricinclude our ability to sell for higher prices and/or more volume, as well as our ability to cross-sell additional products that are part of our platform. We do not include MRR-contributing customers1 in this calculation. Growth in this metric is reflective of both larger initial contract values with new customers and expansion of contract values with current customers, demonstrating valueprovided to our customers.

Core TTM Dollar-Based Net Retention Rate

We use TTM dollar-based net retention rate to evaluate our ability to maintain and expand our revenue with our customer base over time. Thismetric is calculated as a percentage, the numerator of which is the sum of (i) Core ARR at the beginning of the period plus (ii) Upsell Core ARR during the period plus (iii) Churn Core ARR during the period plus (iv) DownsellCore ARR during the period, and the denominator of which is Core ARR at the beginning of the period. For these purposes, Upsell Core ARR is defined as the increase in Core ARR from the active, existing customers within the stipulated period, ChurnCore ARR is defined as the amount of lost Core ARR when customers no longer provide us with Core ARR and Downsell Core ARR is defined as the decrease in Core ARR from active, existing customers within a stipulated period. A net retention rategreater than 100% implies positive net revenue retention. We primarily focus on these metrics for a trailing twelve-month, or TTM, period. This methodology includes Core ARR added to or subtracted from the account’s existing Core ARR during theprevious twelve months. Net new accounts added after the previous one-year period are excluded in our net retention calculations. We believe this metric is indicative of our ability to grow our relationshipswith existing customers, and further grow ARR and revenue. Improvement in this metric is driven by improvement in both customer retention, as well as cross-sell and up-sell capabilities.

Key Factors Affecting our Performance

Retentionand Growth of our Existing Customers

Our long-term revenue growth is correlated with our ability to retain customers and expandrevenue from our existing customers. Contracts have terms ranging from 12 to 36 months, with an average duration of approximately 2.0 to 2.5 years, and do not include the ability to terminate for convenience. We collaborate with customers toidentify additional cross-sell and up-sell opportunities. We believe that our land and expand business model will allow us to efficiently increase revenue from our existing customer base. The breadth of ourplatform has resulted in a dollar-based net retention rate exceeding 100%, as described above.

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Growth in Channel Business

Our ability to grow our Channel business, with a specific focus on Managed Services Providers (“MSPs”) through ourdistribution partner network, is predicated upon our ability to attract and retain a number of managed service providers. We continually evaluate prospective and existing partners’ abilities to attract new customers to our platform. We add newpartners and expand existing partner relationships to enhance the utility of our platform, while creating new opportunities to expand our revenue share provided by our Channel business.

Successful Rollout of New Geographies

We have sought to enter new markets to both increase our sales footprint but also to mitigate risk and reduce expense. Recently, we opened aresearch and development site in Vietnam. In addition to our current international operations, we intend to open new sales offices in Indonesia and Taiwan. We believe that diversifying our operations and research will help mitigate the potential forconcentration risk in a single geopolitical area, as well as allow for continued 24x7 operations.

Realizing Operating Leverage from our Investments

We have made significant investments in our SaaS platform, our Channel business, our global infrastructure and our sales andcustomer success organizations, which we believe will yield future operating leverage and profit margin expansion. Research and development represents a primary operating expense and has been partially offset through development of customizedservice solutions. We continue to look for opportunities to seek quality development teams with efficient cost structures. In addition, we believe we can achieve operating leverage in marketing by continuing to emphasize lower-cost inboundtechniques and growth in customer referrals from our technology and agency partners. We believe we will be able to run our business more efficiently as we continue to grow our revenue and gain further operating scale.

Components of Results of Operations

Revenue

We generate revenue from four primary sources: SaaS, termed license and support, services, and maintenance across a varietyof products.

Our revenue was comprised of the following types for the periods presented:

SaaS and termed license and support revenue sources are primarily billed annually, apart from our Channelbusiness. SaaS and termed license and support are generally sold per user license or based upon the amount of data protected.

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Services revenue includes revenue generated from implementation, training, consulting,migration, license customization and managed services. Services revenue from implementation, training, consulting, migration, and license customization are recognized by applying a measure of progress, such as labor hours to determine the percentageof completion of each contract. Services revenue from managed services are recognized ratably or on a straight-line basis over the contract term.

Maintenance revenue is a result of selling on-going support for perpetual licenses. It also includesrecurring professional services such as technical account management (TAM). Maintenance revenue is recognized ratably over the term of the maintenance agreement, which is typically one year.

The fundamental shift by our customers to the cloud has accelerated the adoption of our SaaS offerings. This increased adoption rate isevidenced by the shift in bookings from perpetual license to SaaS and termed license and support bookings and the shift within these bookings to SaaS bookings. Beginning in 2016, we shifted our focus from a perpetual license model to a subscriptionpricing model. Over the last several years, we have experienced a gradual decline in sales of perpetual licenses, followed by a corresponding decline in maintenance revenue. In contrast, we have experienced a rapid increase in SaaS and termedlicense and support sales and corresponding revenue in 2018, 2019, 2020 and for the three months ended March 31, 2021.

Over time, weexpect SaaS revenue will increase as a percentage of total revenue and more closely reflect our bookings mix as we continue to focus on increasing SaaS and termed license and support revenue as a key strategic priority.

Cost of Revenue

Cost of SaaS andcost of termed license and support consists of all direct costs to deliver and support our SaaS and termed license and support products, including salaries, benefits and related expenses, allocated overhead, and third-party hosting fees related toour cloud services. We recognize these expenses as they are incurred. We expect that these costs will increase in absolute dollars but may fluctuate as a percentage of SaaS and termed license and support revenue from period to period.

Cost of maintenance consists of all direct costs to support our perpetual license products, including salaries, benefits and related expensesand allocated overhead. We recognize these expenses as they are incurred. We expect that cost of maintenance revenue will decrease in absolute dollars as maintenance revenue declines but may fluctuate as a percentage of maintenance revenue.

Cost of services consists of salaries, benefits, stock-based compensation and related expenses for ourservices organization, allocated overhead and IT necessary to provide services for our customers. We recognize these expenses as they are incurred. We expect moderate fluctuations in both the percentage of services revenue and in absolute dollarsrelative to the extent of growth of our business.

Gross Profit and Gross Margin

Gross profit is revenue less cost of revenue, and gross margin is gross profit as a percentage of revenue. Gross profit has been and willcontinue to be affected by various factors, including the mix of our revenue, the costs associated with third-party cloud-based hosting services for our cloud-based subscriptions, and the extent to which we expand our customer support and servicesorganizations. We expect that our gross margin will fluctuate from period to period depending on the interplay of these various factors but should increase in the long term as our product mix continues to shift in favor of SaaS and termed licenseand support revenue.

Sales and Marketing

Sales and marketing expenses consist primarily of: personnel-related expenses for sales, marketing and customer success personnel, stock-basedcompensation expense, sales commissions, marketing programs, travel-

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related expenses, and allocated overhead costs. We focus our sales and marketing efforts on creating sales leads and establishing and promoting our brand. Incremental sales commissions for newcustomer contracts are deferred and amortized ratably over the estimated period of our relationship with such customers. We plan to increase our investment in sales and marketing by hiring additional sales and marketing personnel, executing our go-to-market strategy globally, and building our brand awareness. We expect our sales and marketing expenses will increase in absolute dollars and continue to be our largestoperating expense for the foreseeable future but will decrease as a percentage of total revenue over time. However, we anticipates that sales and marketing expense levels as a percentage of revenue will increase in the short-term as travelrestrictions associated with the COVID-19 pandemic are lifted and we hire for continued growth.

Researchand Development

Research and development expenses consist primarily of personnel-related expenses incurred for our engineering,product and design teams, stock-based compensation expense and allocated overhead costs. We have research and development presence in the United States, China and Vietnam, which provide a strategic advantage allowing us to invest in increasing ourproduct capabilities in an efficient manner. We believe delivering and expanding product functionality is critical to enhancing the success of existing customers while new product development further reinforces our breadth of solutions. We expect tocontinue to make substantial investments in research and development. We expect our research and development expenses to increase in absolute dollars and as a percentage of total revenue over time.

General and Administrative

General and administrative expenses consist primarily of personnel-related expenses for finance, legal and compliance, human resources, and IT,stock-based compensation expense, external professional services, allocated overhead costs and other administrative functions. We expect that our general and administrative expenses will increase as a result of operating as a public company,including costs to comply with the rules and regulations applicable to companies listed on a national securities exchange, costs related to compliance and reporting obligations pursuant to the rules and regulations of the SEC, and increased expensesfor insurance, investor relations, and professional services. As a result, we expect that our general and administrative expenses will increase in absolute dollars but may fluctuate as a percentage of total revenue from period to period.

Other Income (Expense), net

Otherincome (expense), net consists primarily of foreign currency fluctuations partially offset by interest income on corporate funds invested in money market instruments and highly liquid short-term investments.

Income Tax Expense (Benefit)

Income tax expense (benefit) consists primarily of income taxes related to certain foreign and state jurisdictions in which we conductbusiness. For U.S. federal income tax purposes and in certain foreign and state jurisdictions, we have NOL carryforwards. The foreign jurisdictions in which we operate have different statutory tax rates than those of the United States. Additionally,certain of our foreign earnings may also be currently taxable in the United States. Accordingly, our effective tax rate will vary depending on the relative proportion of foreign to domestic income, use of foreign tax credits, changes in thevaluation of our deferred tax assets and liabilities, applicability of any valuation allowances, and changes in tax laws in jurisdictions in which we operate.

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Results of Operations

The following table summarizes our historical consolidated statement of operations data. The period-to-period comparison of operating results is not necessarily indicative of results for future periods.

Comparison of Three Months Ended March 31, 2021 and March 31, 2020

Revenue

The components of ourrevenue during the three months ended March 31, 2021 and 2020 were as follows:

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Revenue increased $6.1 million, or 18.8%, from $32.7 million for the three months endedMarch 31, 2020 to $38.8 million for the three months ended March 31, 2021, primarily as a result of an increase in SaaS revenue. Our SaaS offerings increased $8.0 million, or 78.3%, from $10.2 million for the three months ended March 31, 2020 to$18.3 million for the three months ended March 31, 2021. In addition, our termed license and support revenue increased $1.0 million, or 12.7%, from $7.7 million for the three months ended March 31, 2020 to $8.7 million for the three months endedMarch 31, 2021.

The increases attributable to SaaS and termed license and support revenue were offset by a decrease in service revenue,which decreased $1.7 million, or 21.9%, from $7.6 million for the three months ended March 31, 2020 to $5.9 million for the three months ended March 31, 2021, a decrease in maintenance and OEM revenue, which decreased $0.6 million, or 9.9%, from$6.0 million for the three months ended March 31, 2020 to $5.4 million for the three months ended March 31, 2021, and a decrease in license revenue, which decreased $0.6 million, or 55.1%, from $1.1 million for the three months ended March 31, 2020to $0.5 million for the three months ended March 31, 2021. Our revenue from license, maintenance and OEM revenue is expected to continue to trend downward period over period. This is driven from multiple strategic decisions to shift away from thesale of perpetual licenses and towards SaaS and termed licenses. Without material perpetual license sales, there will be limited opportunities to sell maintenance contracts to new customers. Existing customers have and will continue to transition toSaaS and termed licenses, which will continue the decline in maintenance revenue.

The increase in SaaS revenue of $8.0 million was drivenby $6.4 million from existing customers and $1.6 million from new customers. The increase in termed license and support revenue of $1.0 million was driven by $3.2 million from new customers, offset by a decrease of $2.2 million from existingcustomers reducing purchases of termed license and support offerings. The decrease in maintenance and OEM revenue of $0.6 million was primarily driven by a decrease of $0.6 million from existing maintenance customers. This decline was driven inlarge part due to our focus on SaaS and termed license and support revenue streams and away from the sales of new perpetual licenses.

Termed license and support revenue for the three months ended March 31, 2021 and 2020 includes $5.7 million and $5.2 million of revenuerecognized at a point of time, respectively.

Revenue by geographic region for the three months ended March 31, 2021 and 2020 was asfollows:

From the three months ended March 31, 2020 to the three months ended March 31, 2021, North America experienceda $4.6 million increase in revenue driven by a $5.6 million increase in SaaS and termed license and support revenue, partially offset by a $0.7 million decrease in license, maintenance and OEM revenue and a $0.3 million decrease in service revenue.EMEA experienced a $1.0 million increase in revenue driven by a $2.0 million increase in SaaS and termed license and support revenue, partially offset by a $0.8 million decrease in service revenue and a $0.2 million decrease in license, maintenanceand OEM revenue. APAC experienced a $0.6 million increase in revenue driven by a $1.3 million increase in SaaS and termed license and support revenue, partially offset by a $0.5 million decrease in service revenue and a $0.2 million decrease inlicense, maintenance and OEM revenue. The overall decrease in service, license, maintenance, and OEM revenue is due to our continued shift towards SaaS and termed license and support offerings.

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Cost of Revenue, Gross Profit, and Gross Margin

Cost of revenue, gross profit, and gross margin during the three months ended March 31, 2021 and 2020 were as follows:

Cost of revenue increased $0.4 million, or 4.0%, from $10.4 million for the three months endedMarch 31, 2020 to $10.8 million for the three months ended March 31, 2021, primarily as a result of higher hosting costs resulting from increased SaaS revenue, partially offset by decreases in service-related costs which correspondwith the decrease in services revenue. Despite the increase in cost of revenue, gross margin on SaaS revenue increased for the three months ended March 31, 2021 to 75.7%, up from 75.5% for the three months ended March 31, 2020. Total grossmargin increased to 72.2% for the three months ended March 31, 2021 from 68.3% for the three months ended March 31, 2020.

OperatingExpenses

Sales and Marketing

Sales and marketing expenses during the three months ended March 31, 2021 and 2020 were as follows:

Sales and marketing expenses increased $5.3 million, or 37.5%, from $14.0 million for the threemonths ended March 31, 2020 to $19.3 million for the three months ended March 31, 2021. The drivers of this change were higher personnel, stock-based compensation, marketing, and commission costs, offset by lower costs associated withtravel. The increase in personnel costs was driven by higher headcount required as we continue to expand. The increase in stock-based compensation was driven by favorable mark-to-market adjustments on liability classified awards in the first quarterof 2020 as a result of a lower price of the underlying shares as compared to ongoing stock-based compensation expenses without significant mark-to-market adjustments in the first quarter of 2021. The increase in marketing costs was driven byexpanded marketing campaigns in the first quarter of 2021. The increase in commissions were a result of increased bookings in the first quarter of 2021. The decrease in costs associated with travel is a result of continued reductions in travel dueto restrictions created by the COVID-19 pandemic. As a percentage of revenue, sales and marketing expenses increased to 49.7% during the three months ended March 31, 2021 from 43.0% during the three months ended March 31, 2020, primarilydue to increased headcount. We anticipate that our expense levels as a percentage of revenue will continue to increase as travel restrictions are lifted and we hire for continued growth.

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Research and Development

Research and development expenses during the three months ended March 31, 2021 and 2020 were as follows:

Research and development expenses increased $1.2 million, or 41.7%, from $2.9 million for the threemonths ended March 31, 2020 to $4.1 million for the three months ended March 31, 2021. The increase was primarily due to higher compensation costs for research and development personnel. Research and development expenses as apercentage of revenue increased to 10.6% for the three months ended March 31, 2021 from 8.9% for the three months ended March 31, 2020.

Generaland Administrative

General and administrative expenses during the three months ended March 31, 2021 and 2020 were as follows:

General and administrative expenses increased $5.1 million, or 99.5%, from $5.2 million for the three monthsended March 31, 2020 to $10.3 million for the three months ended March 31, 2021. The drivers of this change were stock-based compensation and personnel costs. The increase in stock-based compensation was driven by favorable mark-to-marketadjustments on liability classified awards in the first quarter of 2020 as a result of a lower price of the underlying shares as compared to ongoing stock-based compensation expenses in the first quarter of 2021. The increase in personnel costs wasdriven by higher headcount required as we continue to expand. The increase in general and administrative expenses was also driven by a legal settlement reserve for approximately $1 million. As a percentage of revenue, general and administrativeexpenses increased to 26.5% for the three months ended March 31, 2021 from 15.8% during the three months ended March 31, 2020.

Income Tax Expense(Benefit)

Income tax expense (benefit) during the three months ended March 31, 2021 and 2020 were as follows:

Our income tax benefit increased by approximately $0.8 million resulting in a $1.0 million benefit for thethree months ended March 31, 2021 compared to a $0.2 million benefit for the three months ended March 31, 2020. This was attributable to the effects of our effective tax rate applied to pre-tax loss incurred during the first quarter of 2021. Theeffective tax rate was 17.4% for the three months ended March 31, 2021 compared to 18.7% for the three months ended March 31, 2020. The change in effective tax rate was primarily due to the mix of pre-tax income (loss) results by jurisdictions taxedat different rates and changes in the valuation allowance for tax losses in certain foreign jurisdictions for which no benefit can be taken.

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Comparison of Years Ended December 31, 2020 and December 31, 2019

Revenue

The components of ourrevenue during the Years Ended December 31, 2020 and 2019 were as follows:

Revenue increased $35.4 million, or 30.5%, from $116.1 million in 2019 to $151.5 million in2020, primarily as a result of an increase in SaaS and termed license and support revenue. Our SaaS offerings increased $24.3 million, or 87.7%, from $27.7 million in 2019 to $52.1 million in 2020. In addition, our termed license and supportofferings increased $12.0 million, or 44.3%, from $27.0 million in 2019 to $39.0 million in 2020.

The overall increase in revenuewas also driven by increases in services revenue which increased $7.5 million, or 28.0%, from $26.7 million in 2019 to $34.1 million in 2020. Services revenue derived from service offerings, which can be offered for softwareimplementation, training, migration, customized solutions and managed services. These offerings are not inherently recurring in nature and as such are subject to more period-to-period volatility than other elements of our business.

The increases attributable to SaaS, termed license and support and services revenue were offset by a decrease in maintenance and OEM revenue,which decreased $5.7 million, or 19.4%, from $29.1 million in 2019 to $23.5 million in 2020, and a decrease in license revenue, which decreased $2.7 million, or 47.9%, from $5.6 million in 2019 to $2.9 million in 2020. Our revenuefrom license, maintenance and OEM revenue is expected to continue to trend downward period over period. This is driven from multiple strategic decisions to shift away from the sale of perpetual licenses and towards SaaS and termed licenses. Withoutmaterial perpetual license sales, there will be limited opportunities to sell maintenance contracts to new customers. Existing customers have and will continue to transition to SaaS and termed licenses, which will continue the decline in maintenancerevenue.

The increase in SaaS revenue of $24.3 million was driven by $18.6 million from existing customers and$5.7 million from new customers. The increase in termed license and support revenue of $12.0 million was driven by $10.1 million from existing customers and $1.9 million from new customers. The decrease in maintenance and OEMrevenue of $5.7 million was primarily driven by a decrease of $3.7 million from existing maintenance customers and a $1.1 million decline from new maintenance customers. This decline was driven in large part due to our focus on SaaSand termed license and support revenue streams and away from the sales of new perpetual licenses.

Termed license and support revenue for2020 and 2019 includes $29.5 million and $20.8 million of revenue recognized at a point of time, respectively.

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Revenue by geographic region for the years ended December 31, 2020 and 2019 was asfollows:

From 2019 to 2020, North America experienced a $19.2 million increase in revenue driven by a $20.6 millionincrease in SaaS and termed license and support revenue and a $4.4 million increase in service revenue. This was partially offset by a $5.8 million decrease in license, maintenance, and OEM revenue. EMEA experienced a $8.8 million increase inrevenue driven by a $9.9 million increase in SaaS and termed license and support revenue and a $1.1 million increase in service revenue. This was partially offset by a $2.2 million decrease in license, maintenance, and OEM revenue. APAC experienceda $7.4 million increase in revenue driven by a $5.8 million increase in SaaS and termed license and support revenue and a $2.0 million increase in service revenue. This was partially offset by a $0.3 million decrease in license, maintenance, and OEMrevenue. The overall decrease in license, maintenance, and OEM revenue is due to AvePoint’s continued shift towards SaaS and termed license and support offerings.

Cost of Revenue, Gross Profit, and Gross Margin

Cost of revenue, gross profit, and gross margin during the years ended December 31, 2020 and 2019 were as follows:

Cost of revenue increased $3.9 million, or 10.7%, from $36.4 million in 2019 to $40.3 millionin 2020, primarily as a result of higher hosting costs resulting from increased SaaS revenue and increases in service-related costs which correspond with an increase in services revenue, offset by decreases in costs associated with revenue fromlicenses, maintenance, and OEM as the business continues its shift to provide more SaaS-based solutions. Despite the increase in cost of revenue, gross margin on SaaS revenue increased in 2020 to 78.8%, up from 73.0% in 2019. Total gross marginincreased to 73.4% in 2020 from 68.6% in 2019.

Operating Expenses

Sales and Marketing

Sales and marketingexpenses during the years ended December 31, 2020 and 2019 were as follows:

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Sales and marketing expenses increased $14.6 million, or 23.7%, from $61.9 millionin 2019 to $76.5 million in 2020 but declined as a percentage of revenue. The primary driver of the increase relates to increased stock-based compensation of $11.8 million allocated to sales and marketing. The increase in stock-basedcompensation was driven by an increase in the price of the underlying shares. Additionally, the increase in sales and marketing was driven by higher personnel costs, offset partially by reductions in travel. As a percentage of revenue, sales andmarketing expenses decreased to 50.5% during the year ended December 31, 2020 from 53.3% during the year ended December 31, 2019, primarily due to increased operating leverage from revenue growth and continued improvement in salesefficiency. We anticipate that our expense levels as a percentage of revenue will increase as travel restrictions are lifted and we hire for continued growth.

Research and Development

Research anddevelopment expenses during the years ended December 31, 2020 and 2019 were as follows:

Research and development expenses increased $1.1 million, or 9.5%, from $11.1 million in 2019 to$12.2 million in 2020 but declined as a percentage of revenue. The increase was primarily due to higher compensation costs for research and development personnel. Research and development expenses as a percentage of revenue also decreased to8.1% in 2020 from 9.6% in 2019, primarily due to increased operating leverage from revenue growth.

General and Administrative

General and administrative expenses during the years ended December 31, 2020 and 2019 were as follows:

General and administrative expenses increased $12.3 million, or 49.8%, from $24.6 million in 2019 to$36.9 million in 2020 and increased as a percentage of revenue, from 21.2% in 2019 to 24.3% in 2020. The increase was primarily due to an increase in stock-based compensation and higher compensation costs during the year ended December 31,2020.

Income Tax Expense (Benefit)

Income tax expense (benefit) during the years ended December 31, 2020 and 2019 were as follows:

Our income tax expense increased by $0.4 million from the year ended December 31, 2019 to the year endedDecember 31, 2020. This was largely attributable to a decrease in deferred tax benefits incurred by our foreign entities, offset by an increase in deferred tax benefits incurred by our domestic subsidiaries.

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Comparison of Years Ended December 31, 2019 and December 31, 2018

Revenue

The components of ourrevenue during the years ended December 31, 2019 and 2018 were as follows:

Revenue increased $8.8 million, or 8.2%, from $107.3 million in 2018 to $116.1 million in 2019,primarily due to an increase in SaaS and termed license and support revenue. Our SaaS offerings increased $12.2 million, or 78.3%, from $15.6 million in 2018 to $27.8 million in 2019. In addition, our termed license and support offerings increased$5.2 million, or 23.8%, from $21.8 million in 2018 to $27.0 million in 2019.

The increase attributable to SaaS and termed license andsupport revenue was offset by a decrease in services revenue which decreased $0.5 million, or 2.1%, from $27.2 million for the year ended December 31, 2018 to $26.6 million for the year ended December 31, 2019. Services revenue derived fromservice offerings, which can be offered for software implementation, training, migration, customized solutions and managed services. These offerings are not inherently recurring in nature and as such are subject to more period-to-period volatilitythan other elements of our business.

The increase attributable to SaaS and termed license and support revenue was also offset by adecrease in license revenue, which decreased $1.0 million, or 14.9%, from $6.6 million in 2018 to $5.6 million in 2019, and a decrease in maintenance and OEM revenue, which decreased $7.0 million, or 19.5%, from $36.2 million in 2018 to$29.1 million in 2019. Our revenue from license, maintenance and OEM is expected to continue to trend downward period over period. This is driven from multiple strategic decisions to terminate our largest OEM relationship in 2017 and a shiftaway from the sale of perpetual licenses and towards SaaS and termed licenses. Without material perpetual license sales, there will be limited opportunities to sell maintenance contracts to new customers. Existing customers have and will continue totransition to SaaS and termed licenses, which will continue the decline in maintenance revenue.

The increase in SaaS revenue of $12.2million was driven by an increase of $10.8 million from existing customers and $1.4 million from new customers. The increase in termed license and support revenue of $5.2 million was driven by an increase of $1.0 million from existingcustomers and $4.2 million from new customers. The driver for the change in new customers was largely affected by our adoption of ASC 606 in 2019. The decrease in maintenance revenue of $7.0 million was primarily driven by a decrease of$4.7 million from existing maintenance customers and a $0.1 million decline from new maintenance customers. This decline was driven in large part due to our focus on SaaS and termed license and support revenue streams.

Termed license and support revenue for 2019 and 2018 includes $20.8 million and $0 of revenue recognized at a point of time,respectively.

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Revenue by geographic region for the years ended December 31, 2019 and 2018 was asfollows:

From 2018 to 2019, North America revenue remained flat driven by a $7.8 million increase in SaaS and termedlicense and support revenue offset by a $1.6 million decrease in service revenue and a $6.2 million decrease in license, maintenance and OEM revenue. EMEA experienced a $7.6 million increase in revenue driven by a $7.4 million increase in SaaS andtermed license and support revenue and a $2.6 million increase in service revenue. This was partially offset by a $2.4 million decrease in license, maintenance, and OEM revenue. APAC experienced a $1.2 million increase in revenue driven by a $2.2million increase in SaaS and termed license and support revenue and a $0.6 million increase in license, maintenance, and OEM revenue. This was partially offset by a $1.5 million decrease in service revenue.

Cost of Revenue, Gross Profit, and Gross Margin

Cost of revenue, gross profit, and gross margin during the years ended December 31, 2019 and 2018 were as follows:

Cost of revenue increased $5.6 million, or 18.2%, from $30.8 million in 2018 to $36.4 millionin 2019, primarily as a result of higher hosting costs resulting from higher SaaS revenue and increases in service delivery costs, offset by decreases in costs associated with revenue from licenses, maintenance, and OEM as the business shifts toprovide more SaaS-based solutions. Gross margin on SaaS revenue remained unchanged at 73.0% for both periods. Gross margin decreased to 68.6% in 2019 from 71.3% in 2018.

Operating Expenses

Sales and Marketing

Sales and marketing expenses during the years ended December 31, 2019 and 2018 were as follows:

Sales and marketing expenses increased $11.6 million, or 23.1%, from $50.3 million in 2018 to$61.9 million in 2019. The primary driver of the increase relates to increased stock-based compensation of

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$7.8 million allocated to sales and marketing. The increase in stock-based compensation was driven by an increase in the price of the underlying shares. The increase in sales and marketingwas also driven by an increase in personnel-related costs and an increase in marketing program spend to continue the promotion of our products.

As a percentage of total revenue, sales and marketing expenses decreased as a percentage of revenue, to 53.3% during 2019 from 46.8% during2018, due to additional scale and more efficient sales operations.

Research and Development

Research and development expenses during the years ended December 31, 2019 and 2018 were as follows:

Research and development expenses increased $2.9 million, or 35.2%, from $8.2 million in 2018 to$11.1 million in 2019. This increase was largely due to increased investment for product development and refinement. Research and development expenses as a percentage of revenue also increased from 7.7% in 2018 to 9.6% in 2019.

General and Administrative

General andadministrative expenses during the years ended December 31, 2019 and 2018 were as follows:

General and administrative expenses increased $5.5 million, or 28.9%, from $19.1 million in 2018 to$24.6 million in 2019. The increase was primarily due to an increase of $4.0 million due to an increase in stock- based compensation for 2019 as compared to 2018. The increase in stock-based compensation was driven by an increase in theprice of the underlying shares. The increase was also driven by an increase in personnel-related costs.

Income Tax Expense (Benefit)

Income tax expense (benefit) during the years ended December 31, 2019 and 2018 were as follows: