APTM Alpha Partners Technology Merger

Filed: 22 Nov 21, 5:22pm





Washington, DC 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

November 19, 2021




(Exact Name of Registrant as Specified in its Charter)




Cayman Islands 001-40677 98-1581691
(State or other jurisdiction
of incorporation)
File Number)
 (I.R.S. Employer
Identification No.)


Empire State Building

20 West 34th Street, Suite 4215

New York, NY

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 906-4480

Not Applicable

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class




Name of each exchange
on which registered

Class A ordinary shares included as part
of the Units, par value $0.0001 per share
 APTM The Nasdaq Stock Market LLC
Redeemable warrants, each whole
warrant exercisable for one Class A
ordinary share at an exercise price of
 APTMW The Nasdaq Stock Market LLC
Units, each consisting of one Class A
ordinary share and one-third of one
redeemable warrant to acquire one
Class A ordinary share
 APTMU The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

Alpha Partners Technology Merger Corp. (the “Company”) previously presented a portion of its shares of Class A ordinary shares subject to redemption (the “Class A Ordinary Shares”) as permanent equity because the Company’s certificate of incorporation does not permit redemptions of Class A Ordinary Shares that would cause the Company’s net tangible assets to be less than $5,000,001. After discussion and evaluation, including with the Company’s independent registered public accounting firm, Marcum LLP (“Marcum”), the Company has concluded that all Class A Ordinary Shares should be classified as temporary equity because such shares can be redeemed or become redeemable subject to the occurrence of events outside the Company’s sole control.

On November 19, 2021, the Audit Committee of the Board of Directors of the Company concluded, after discussion with the Company’s management, that the Company’s audited balance sheet as of July 30, 2021 filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 5, 2021, should no longer be relied upon due to changes required to classification of temporary equity and permanent equity described above. The Company plans to reflect this reclassification of Class A Ordinary Shares subject to redemption in equity and restate its financial statements in its upcoming Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 to be filed with the SEC and plans to amend the Current Report on Form 8-K filed on August 5, 2021 to file the revised audited balance sheet as of July 30, 2021.

The Company’s management has concluded that in light of the classification error described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective.

The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account.

In addition, the Company’s audited balance sheet as of July 30, 2021 and the related audit report of Marcum included in Exhibit 99.1 to the Company’s Form 8-K filed on August 5, 2021 should no longer be relied upon.


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 22, 2021



/s/ Sean O’Brien

 Sean O’Brien
 Chief Financial Officer