APTM Reports Material Agreement, Equity Sales, Control Change

TL;DR

**APTM just dropped an 8-K detailing a material agreement, equity sales, and a control change on Dec 27, signaling big moves ahead.**

AI Summary

Alpha Partners Technology Merger Corp. (APTM) filed an 8-K on January 5, 2024, reporting events from December 27, 2023, including entry into a material definitive agreement, unregistered sales of equity securities, and changes in control. This indicates significant corporate restructuring and potential new ownership or strategic direction, which could impact the value of existing shares and warrants. Investors should be aware of these changes as they often precede major business developments or a de-SPAC transaction.

Why It Matters

This filing signals major corporate shifts for APTM, potentially leading to a business combination or a change in strategic focus, which could significantly alter the company's future prospects and stock valuation.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate changes, including potential shifts in control and equity, which introduce uncertainty but also potential for growth.

Analyst Insight

A smart investor would closely monitor subsequent filings for details on the material definitive agreement and changes in control, as these will clarify the company's future direction and potential impact on share value. Given the 'unregistered sales of equity securities,' understanding who acquired these shares and why is crucial.

Key Numbers

• 001-40677 — Commission File Number (identifies the company's filing with the SEC)
• 212-906-4480 — Registrant's telephone number (contact information for the company)
• 0.0001 — Par Value Per Share (par value of Class Ordinary Shares)
• 11.50 — Exercise Price (exercise price for redeemable warrants)

Key Players & Entities

• Alpha Partners Technology Merger Corp. (company) — the registrant filing the 8-K
• December 27, 2023 (date) — date of the earliest event reported
• January 5, 2024 (date) — date the 8-K was filed
• Empire State Building (company) — business address of APTM
• 20 West 34th Street, Suite 4215, New York, NY 10001 (company) — business address of APTM

Forward-Looking Statements

• Alpha Partners Technology Merger Corp. will announce details of a business combination or acquisition. (Alpha Partners Technology Merger Corp.) — medium confidence, target: 2024-06-30
• The changes in control and equity sales will lead to a significant shift in the company's strategic direction. (Alpha Partners Technology Merger Corp.) — high confidence, target: 2024-09-30

FAQ

Key Financial Figures

• $0.0001 — ncluded as part of the Units, par value $0.0001 per share APTM The Nasdaq Stock Mar
• $11.50 — ordinary share at an exercise price of $11.50 APTMW The Nasdaq Stock Market LLC
• $1 — ion, for an aggregate purchase price of $1. Alpha Partners Sponsor and Mercury C
• $112,500 — and Mercury Capital each agreed to pay $112,500 in Extension Contributions (as defined
• $1,500,000 — o which Mercury Capital may raise up to $1,500,000 from the Investor to fund extension pay
• $250,000 — king capital for the Company, including $250,000 upon the execution of the Subscription
• $100 billion — areer, Mr. Roy has participated in over $100 billion of M&A transactions. Most recently, fro
• $1 billion — Dinsdale has successfully secured over $1 billion in financing and been part of great tea

Filing Documents

• ea191244-8k_alphapart.htm (8-K) — 62KB
• ea191244ex10-1_alphapartners.htm (EX-10.1) — 52KB
• ea191244ex10-2_alphapartners.htm (EX-10.2) — 56KB
• 0001213900-24-001539.txt ( ) — 431KB
• aptm-20231227.xsd (EX-101.SCH) — 4KB
• aptm-20231227_def.xml (EX-101.DEF) — 27KB
• aptm-20231227_lab.xml (EX-101.LAB) — 37KB
• aptm-20231227_pre.xml (EX-101.PRE) — 25KB
• ea191244-8k_alphapart_htm.xml (XML) — 7KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Purchase Agreement On December 27, 2023, Alpha Partners Technology Merger Corp. (the "Company"), Alpha Partners Technology Merger Sponsor LLC ("Alpha Partners Sponsor") and Mercury Capital, LLC ("Mercury Capital") entered into a purchase agreement (the "Purchase Agreement"), pursuant to which, at a closing on December 28, 2023 (the "Closing"), Mercury Capital (i) purchased 3,902,648 founder units of the Company from Alpha Partners Sponsor, each unit consisting of one Class B ordinary share (the "Class B shares") and one-third of one redeemable warrant to acquire one Class B share, which founder units are subject to forfeiture in certain circumstances, and (ii) became entitled to 70% of 2,030,860 founder units that Alpha Partners Sponsor placed in escrow at the Closing to the extent such founder units are allocated to investors who hold and do not redeem their Class A ordinary shares of the Company at the time of the Company's initial business combination, for an aggregate purchase price of $1. Alpha Partners Sponsor and Mercury Capital each agreed to pay $112,500 in Extension Contributions (as defined in the Company's definitive proxy statement, filed with the Securities and Exchange Commission on July 7, 2023) in each of December 2023 and January 2024. In addition, pursuant to the terms of the Purchase Agreement, Alpha Partners Sponsor agreed to pay, or cause its affiliates to pay, certain liabilities of the Company accrued and outstanding as of the Closing and will deliver founder units to Mercury Capital to the extent such liabilities are unsatisfied or Alpha Partners Sponsor's obligation to make Extension Contributions is not satisfied. Following the Closing, Alpha Partners Sponsor has no further obligations with respect to the Company and Mercury Capital assumed all obligations relating to the Company, including, (i) to cause the Company to file a proxy statement providing public investors of the Com

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information disclosed under Item 1.01 of this Current Report on Form 8-K with respect to the Subscription Agreement is incorporated into this Item 3.02 by reference. The Company's issuance of shares to the Investor at the closing of the Company's initial business combination will be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon Section 4(a)(2) of the Securities Act, as a transaction by an issuer not involving a public offering.

01 Change in Control of Registrant

Item 5.01 Change in Control of Registrant. The information disclosed under Item 1.01 of this Current Report on Form 8-K with respect to the Purchase Agreement and under Item 5.02 of this Current Report on Form 8-K is incorporated into this Item 5.01 to the extent required herein. Following the Closing, Alpha Partners Sponsor has ceased to control the Company. The former members of management of the Company no longer hold any executive officer positions and the former directors of the Company have all resigned pursuant to the terms of the Purchase Agreement. Following the Closing, Mercury Capital beneficially owns approximately 55% of the Company's outstanding Class B shares, has the power to appoint all members of the Board other than the representative designated by the Investor, and may therefore be deemed to control the Company. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 28, 2023, Michael D. Ryan, Steve Brotman, Scott Grimes, John Rice, Marcie Vu and Tracy R. Wolstencroft resigned as members of the Board, and Matt Krna and Sean O'Brien resigned from their respective positions of Chief Executive Officer and Chief Financial Officer of the Company. There was no known disagreement with any of the Company's outgoing directors or officers on any matter relating to the Company's operations, policies or practices. On January 2, 2024, the holders of the Company's Class B ordinary shares appointed Michael Dinsdale, Alan Black and David Sable to the Board of the Company. The Board has determined that each of Michael Dinsdale, Alan Black and David Sable is an "independent" director under Nasdaq rules and pursuant to Rule 10A-3 under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). On January 3, 2024, the Board appointed Kanishka Roy as President, Chief Executive Officer, Secretary and Treasurer of the Company. Se

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 10.1 Purchase Agreement, dated December 27, 2023, by and among Alpha Partners Technology Merger Corp., Alpha Partners Technology Merger Sponsor LLC and Mercury Capital, LLC. 10.2 Subscription Agreement, dated January 3, 2024, by and among Palmeira Investment Limited, Alpha Partners Technology Merger Corp. and Mercury Capital, LLC. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ALPHA PARTNERS TECHNOLOGY MERGER CORP. Date: January 5, 2024 By: /s/ Kanishka Roy Name: Kanishka Roy Title: President and Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR