Statement of Ownership (sc 13g)
09 February 2022 - 8:19AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No.)*
Under the Securities Exchange Act of 1934
Alpha Partners
Technology Merger Corp.
(Name of Issuer)
Class A Ordinary
Shares, par value $0.0001 per share
(Title of Class of Securities)
G63290 111 **
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
* The remainder of this cover page shall be filled out of a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
**There is no CUSIP number assigned to the Class B Ordinary Shares.
CUSIP number G63290 111 has been assigned to the Class A Ordinary Shares of the Issuer, which are quoted on The Nasdaq Capital Market
under the symbol “APTM.”
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. G0316P 130
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Schedule 13G
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1
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NAME OF REPORTING PERSON
Alpha Partners Technology Merger Sponsor LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
7,727,500 (1)
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6
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SHARED VOTING POWER
- 0 -
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7
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SOLE DISPOSITIVE POWER
7,727,500 (1)
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8
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SHARED DISPOSITIVE POWER
- 0 -
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,727,500 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
21.4% (1)
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12
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TYPE OF REPORTING PERSON
PN
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(1) See Item 4 below. The Reporting Person owns 7,062,500 Class B Ordinary
Shares of the Issuer, which are automatically convertible into the Issuer’s Class A Ordinary Shares as more fully described under
the heading “Description of Securities – Founder Shares” in the Issuer’s registration statement on Form S-1 (File
No. 333-253221).
Item 1(a). Name of Issuer:
Alpha Partners Technology Merger Corp. (the “Issuer”)
Item 1(b). Address of Issuer’s Principal Executive Offices:
Empire State
Building
20 West 34th
Street, Suite 4215
New York, NY
10001
Item 2(a). Name of Person Filing:
Alpha Partners Technology Merger Sponsor LLC (the
“Reporting Person”)
Item 2(b). Address of Principal Business Office or, if none, Residence:
c/o
Alpha Partners Technology Merger Corp.
Empire State Building
20 West 34th
Street, Suite 4215
New York, NY
10001
Item 2(c). Citizenship:
Delaware
Item 2(d). Title of Class of Securities:
Class A Ordinary Shares, par value $0.0001 per
share.
Item 2(e). CUSIP Number:
G63290 111
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):
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(a)
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Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
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(b)
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Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c)
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(c)
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Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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(j)
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Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J).
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(k)
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Group in accordance with §240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance
with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ______________.
Item 4. Ownership
The responses to Items 5-11 of the cover pages
of this Schedule 13G are incorporated herein by reference.
As of December 31, 2021, the Reporting Person
may be deemed to beneficially own 665,000 shares of the Issuer’s Class A Ordinary Shares and 7,062,500 of the Issuer’s Class
B Ordinary Shares, representing 21.4% of the total Class A and Class B Ordinary Shares issued and outstanding. The Class B Ordinary Shares
are automatically convertible into the Issuer’s Class A Ordinary Shares at the time of the Issuer’s initial business combination
on a one-for-one basis, subject to adjustment, as more fully described under the heading “Description of Securities – Founder
Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-253221).
Alpha Partners Technology Merger Sponsor LLC
is the record holder of such Class A and Class B Ordinary Shares, and Alpha Partners Technology Merger Sponsor LLC is controlled by a
board of managers consisting of Matthew Krna, Brotman Ventures, Inc. and MDR Capital Partners, LLC. Each manager of Alpha Partners Technology
Merger Sponsor LLC has one vote, and the approval of two of the three members of the board of managers is required to approve an action
of Alpha Partners Technology Merger Sponsor LLC. Under the so-called “rule of three,” if voting and dispositive decisions
regarding an entity’s securities are made by two or more individuals, and a voting and dispositive decision requires the approval
of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities. This is
the situation with regard to Alpha Partners Technology Merger Sponsor LLC. Based upon the foregoing analysis, no individual manager of
Alpha Partners Technology Merger Sponsor LLC exercises voting or dispositive control over any of the securities held by Alpha Partners
Technology Merger Sponsor LLC even those in which he directly holds a pecuniary interest. Accordingly, none of them will be deemed to
have or share beneficial ownership of such shares and, for the avoidance of doubt, expressly disclaims any such beneficial interest to
the extent of any pecuniary interest he may have therein, directly or indirectly.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 8, 2022
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Alpha Partners Technology Merger Sponsor LLC
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By:
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/s/ Matthew Krna
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Name:
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Matthew Krna
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Title:
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Manager
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