Mercury Capital Discloses Significant Stake in Alpha Partners Tech Merger

TL;DR

**Activist investor Mercury Capital just revealed a big stake in Alpha Partners Technology Merger Corp., expect potential shake-ups.**

AI Summary

Mercury Capital, LLC, led by Kanishka Roy, has filed an SC 13D, indicating they now beneficially own a significant stake in Alpha Partners Technology Merger Corp. (APTM). This filing, triggered by an event on December 28, 2023, suggests Mercury Capital may seek to influence the company's direction or future business combinations. For investors, this matters because a new activist investor could push for changes that impact the stock price, potentially leading to a merger, acquisition, or other strategic shifts.

Why It Matters

This filing signals that an activist investor, Mercury Capital, LLC, has taken a substantial position in Alpha Partners Technology Merger Corp., potentially leading to strategic changes or a push for a business combination.

Risk Assessment

Risk Level: medium — The entry of an activist investor can lead to significant volatility and uncertainty, as their actions may or may not align with all shareholders' interests.

Analyst Insight

A smart investor would closely monitor future communications from Mercury Capital, LLC and Alpha Partners Technology Merger Corp. for any indications of strategic changes or potential business combinations, as this could significantly impact the stock's valuation. Consider the potential for both upside from activist-driven improvements and downside from uncertainty.

Key Players & Entities

• Mercury Capital, LLC (company) — the reporting person acquiring shares
• Alpha Partners Technology Merger Corp. (company) — the subject company in which shares were acquired
• Kanishka Roy (person) — contact person for Mercury Capital, LLC
• $0.0001 (dollar_amount) — par value per share of Class A Ordinary Shares
• December 28, 2023 (date) — date of event requiring the filing

Forward-Looking Statements

• Mercury Capital, LLC will engage with Alpha Partners Technology Merger Corp.'s management to discuss strategic alternatives. (Alpha Partners Technology Merger Corp.) — medium confidence, target: Q2 2024
• The stock price of Alpha Partners Technology Merger Corp. will experience increased volatility due to activist involvement. (Alpha Partners Technology Merger Corp.) — high confidence, target: Q1 2024

FAQ

Key Financial Figures

• $0.0001 — r) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securiti
• $1 — ion, for an aggregate purchase price of $1. The source of funds for the acquisiti
• $112,500 — Sponsor and Mercury each agreed to pay $112,500 in Extension Contributions (as defined
• $1,500,000 — rsuant to which Mercury may raise up to $1,500,000 from the Investor to fund extension pay
• $250,000 — rking capital for the Issuer, including $250,000 upon the execution of the Subscription

Filing Documents

• ea192845-13dmercury_alpha.htm (SC 13D) — 65KB
• ea192845ex99-1_alpha.htm (EX-99.1) — 5KB
• 0001213900-24-010019.txt ( ) — 72KB

Security and Issuer

Item 1. Security and Issuer. The class of equity security to which this statement on Schedule 13D relates are the Class A ordinary shares, par value $0.0001 per share (“Class A Shares”), of Alpha Partners Technology Merger Corp., a Cayman Islands exempted company (the “Issuer”). The address of the principal executive offices of the Issuer is Empire

Identity and Background

Item 2. Identity and Background. (a) This statement on Schedule 13D is being filed by Mercury Capital, LLC (“Mercury”), a Delaware limited liability company. (b) The business address of Mercury is 4413 South Nepal Street, Centennial, Colorado 80015. (c) The present principal business of Mercury is the holding of and investment management with respect to securities. (d) Mercury has not, during the last five years, been convicted in a criminal proceeding. (e) Mercury has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or and, as a result of which such person was, or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. (f) Delaware.

Source and Amount of Funds

Item 3. Source and Amount of Funds or Other Consideration. On December 27, 2023, the Issuer, Alpha Partners Technology Merger Sponsor LLC (“Alpha Partners Sponsor”) and Mercury entered into a purchase agreement (the “Purchase Agreement”), pursuant to which, at a closing on December 28, 2023 (the “Closing”), Mercury (i) purchased 3,902,648 founder units of the Issuer from Alpha Partners Sponsor, each unit consisting of one Class B ordinary share (“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 Shares of the Issuer at the time of the Issuer’s initial business combination, for an aggregate purchase price of $1. The source of funds for the acquisitions described above was working capital of Mercury.

Purpose of Transaction

Item 4. Purpose of Transaction. As announced in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 5, 2024, Mercury (i) purchased 3,902,648 founder units of the Issuer from Alpha Partners Sponsor, each unit consisting of one 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 Shares of the Issuer at the time of the Issuer’s initial business combination. Such securities were acquired and are held for investment purposes, but Mercury may review and evaluate strategic alternatives, opportunities to increase stockholder value, Issuer operations, governance and control, and other matters related to the Issuer. Depending on market conditions and other factors (including evaluation of the Issuer’s businesses and prospects, availability of funds, alternative uses of funds and general economic conditions), Mercury may from time to time acquire additional securities of the Issuer or dispose of all or a portion of its investment in the Issuer. Following the Closing, Mercury beneficially owns approximately 55% of the Issuer’s outstanding Class B Shares, has the power to appoint the officers of the Issuer and a majority of the Issuer’s Board of Directors (the “Board”), and may therefore be deemed to control the Issuer. 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 Issuer. On January 2, 2024, Mercury and the other holders of th

Interest in Securities

Item 5. Interest in Securities of the Issuer (a) The information contained on the cover page of this statement on Schedule 13D and the footnotes thereto is incorporated herein by reference. (b) The information contained on the cover page of this statement on Schedule 13D and the footnotes thereto is incorporated herein by reference. (c) Except as described herein, during the 60 days preceding the date of this statement on Schedule 13D, Mercury has not effected any transactions in the Class A Shares of the Issuer. (d) Not applicable. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Purchase Agreement The information contained in Item 3 of this statement on Schedule 13D relating to the Purchase Agreement is incorporated herein by reference. Alpha Partners Sponsor and Mercury each agreed to pay $112,500 in Extension Contributions (as defined in the Issuer’s definitive proxy pursuant to the terms of the Purchase Agreement, Alpha Partners Sponsor agreed to pay, or cause its affiliates to pay, certain liabilities of the Issuer accrued and outstanding as of the Closing and will deliver founder units to Mercury 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 Issuer and Mercury assumed all obligations relating to the Issuer, including, (i) to cause the Issuer to file a proxy statement providing public investors of the Issuer with the option to accept a revised trust extension arrangement or redeem their Class A Shares and receive their pro rata share of the Issuer’s trust account, (ii) to cause the Issuer to satisfy all of its public reporting requirements as well as taking all action to cause the Issuer to remain listed on Nasdaq, (iii) the payment of all Extension Contributions after January 2024 and working capital of the Issuer, at the discretion of Mercury, and (iv) all other obligations of Alpha Partners Sponsor related to the Issuer. The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the text of the Purchase Agreement, which is filed as an exhibit hereto and incorporated herein by reference. Subscription Agreement On January 3, 2024, the

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits Exhibit No. Description 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 (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 5, 2024). 2 Subscription Agreement, dated January 3, 2024, by and among Palmeira Investment Limited, Alpha Partners Technology Merger Corp. and Mercury Capital, LLC (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 5, 2024). 99.1 Joint Filing Agreement, dated as of February 5, 2024, among the Reporting Persons. 5

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct. Date: February 5, 2024 MERCURY CAPITAL, LLC By: /s/ Kanishka Roy Name: Kanishka Roy Title: Authorized Person KANISHKA ROY /s/ Kanishka Roy Name: Kanishka Roy 6

View Full Filing

View this SC 13D filing on SEC EDGAR