Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
26 July 2023 - 6:07AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 24, 2023
ALPHA PARTNERS
TECHNOLOGY MERGER CORP.
(Exact Name of Registrant as Specified in its
Charter)
Cayman Islands |
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001-40677 |
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98-1581691 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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Empire
State Building
20 West 34th Street, Suite 4215
New York, NY |
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10001 |
(Address of Principal Executive Offices) |
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(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) |
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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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Class A ordinary shares included as part of the Units, par value $0.0001 per share |
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APTM |
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The Nasdaq Stock Market LLC |
Redeemable warrants, each whole warrant
exercisable for one Class A ordinary share at an exercise price of $11.50 |
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APTMW |
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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 |
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APTMU |
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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. ☐
On July 7, 2023, Alpha Partners Technology Merger Corp. (“APTM”)
filed a definitive proxy statement (the “Extension Proxy Statement”) for an extraordinary general meeting (the “Extraordinary
General Meeting”) of its shareholders originally to be held on July 25, 2023, at 11:00 a.m. Eastern Time. APTM plans to open
the Extraordinary General Meeting as scheduled on July 25, 2023, at 11:00 a.m. Eastern Time, subject to the consent of the shareholders
of APTM constituting a quorum as set out in APTM’s amended and restated memorandum and articles of association, and then immediately
adjourn the Extraordinary General Meeting to July 27, 2023 at 11:00 a.m. Eastern Time, to consider and act upon a proposal to extend the
date (the “Termination Date”) by which APTM must complete an initial business combination to up to July 30, 2024 (the
“Articles Extension Date”) and to allow APTM, without the need for another shareholder vote, to elect to extend the
Termination Date to consummate a business combination on a monthly basis, for up to twelve times, by an additional one month each time,
by resolution of APTM’s board of directors. The Extension Proxy Statement was mailed to APTM shareholders of record as of July 6,
2023. Shareholders may obtain a copy of the Extension Proxy Statement at the SEC’s website (www.sec.gov).
All APTM shareholders of record as of the close of business on July
6, 2023 are entitled to vote at the Extraordinary General Meeting. APTM shareholders who have not already voted, or wish to change their
vote, are strongly encouraged to submit their proxies as soon as possible. Valid proxies submitted by shareholders prior to the Extraordinary
General Meeting will continue to be valid for purposes of the rescheduled Extraordinary General Meeting. For more information on how
to vote, please call APTM’s proxy solicitor, D.F. King & Co., Inc., at (888) 564-8149 for shareholders or (212) 269-5550 for
bankers and brokers or email APTM@dfking.com.
Supplemental Disclosures to the Definitive Proxy Statement in Connection
with the Actions
In addition, the Company hereby amends the
disclosures in the definitive proxy statement as follows. Due to a typographical error, there were two references to “24 months”
in Proposal No. 1 of the definitive proxy statement that should have referred to “36 months” to give effect to the proposed
extension of the Termination Date as described above. Accordingly, such references to “24 months” in Proposal No. 1 of the
definitive proxy statement shall instead be deemed to be references to “36 months” to give effect to such proposed extension.
The information contained in these Supplemental Disclosures speaks only as of July 24, 2023, unless these Supplemental Disclosures specifically
indicate that another date applies.
SIGNATURE
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 hereunto duly authorized.
Dated: July 24, 2023 |
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ALPHA PARTNERS TECHNOLOGY MERGER CORP. |
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By: |
/s/ Sean O’Brien |
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Name: |
Sean O’Brien |
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Title: |
Chief Financial Officer |
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