APTMU Alpha Partners Technology Merger Corporation

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): December 27, 2023

 

ALPHA PARTNERS TECHNOLOGY MERGER CORP.

(Exact name of registrant as specified in its charter)

 

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

 

Empire State Building

20 West 34th Street, Suite 4215

New York, NY 10001

(Address of principal executive offices, including Zip Code)

 

(212) 906-4480

Registrant’s telephone number, including area code

 

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:

 

☐	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		Trading Symbol(s)		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 $11.50		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 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 Company with the option to accept a revised trust extension arrangement or redeem their Class A ordinary shares and receive their pro rata share of the Company’s trust account, (ii) to cause the Company to satisfy all of its public reporting requirements as well as taking all action to cause the Company to remain listed on Nasdaq, (iii) the payment of all Extension Contributions after January 2024 and working capital of the Company, at the discretion of Mercury Capital, and (iv) all other obligations of Alpha Partners Sponsor related to the Company.

 

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 hereto as Exhibit 10.1 and incorporated herein by reference.

 

Subscription Agreement

 

On January 3, 2024, the Company, Mercury Capital and Palmeira Investment Limited (the “Investor”) entered into a subscription agreement (the “Subscription Agreement”), pursuant to which Mercury Capital may raise up to $1,500,000 from the Investor to fund extension payments and working capital for the Company, including $250,000 upon the execution of the Subscription Agreement, $250,000 on February 1, 2024, and as otherwise called by Mercury Capital in its discretion. At the closing of the Company’s initial business combination, Mercury Capital will forfeit 0.85 Class B shares, and the Company will issue an equal number of shares of its common stock to the Investor, for each dollar funded by the Investor pursuant to the Subscription Agreement. If the Company’s initial business combination does not occur, Mercury Capital will not forfeit any shares.

 

Prior to the consummation of the Company’s initial business combination, the Investor has the right to appoint one representative to the Board of Directors of the Company (the “Board”) and Mercury Capital agreed to vote its shares in favor of such representative. In addition, the Company agreed not to enter into a definitive agreement with respect to a proposed business combination without the prior written consent of Mercury Capital and the Investor.

 

The foregoing description of the Subscription Agreement is not complete and is qualified in its entirety by reference to the text of the Subscription Agreement, which is filed hereto as Exhibit 10.2 and incorporated herein by reference.

 

 

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.

 

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.

 

Set forth below is certain information concerning each new director and officer.

 

Kanishka Roy. Mr. Roy, 48, is a technology and finance veteran, with over 20 years of experience as a technology investment banker, public company executive, and growth investor. From 2014 to 2019, Mr. Roy helped leading Software and Internet companies with mergers and acquisitions (M&A) and capital markets transactions. Mr. Roy also served as the Global Head of Tech M&A Origination for Morgan Stanley, where he was responsible for initiating large, industry-transforming mergers, helping clients take a long-term view of the competitive landscape and implementing winning M&A playbooks to maximize shareholder value. Since January 2021, Mr. Roy has served as President, Co-Chief Executive Officer and a director of Plum Acquisition Corp. I, a special purpose acquisition company traded on Nasdaq. Over his career, Mr. Roy has participated in over $100 billion of M&A transactions. Most recently, from 2019 to 2020, he was Global CFO at SmartNews, a multi-billion-dollar private AI company with over 20 million monthly average users, and led the strategic finance and growth of a rapidly growing company across multiple geographies. Mr. Roy started his career as a software engineer at two software startups, both of which were acquired by larger public companies, and also worked in executive strategy roles at IBM. Mr. Roy holds an undergraduate degree in Electrical & Computer Engineering and an MBA from the Tuck School of Business at Dartmouth.

 

 

Michael Dinsdale. Mr. Dinsdale, 51, has embodied the “modern unicorn” CFO for over 20 years, with strategic expertise in building high-growth international companies that consistently exceed growth targets. Mr. Dinsdale has successfully secured over $1 billion in financing and been part of great teams generating more than $100 billion in value. Most recently, since January of 2022, Mr. Dinsdale has served as the Chief Financial Officer, Co-Chief Executive Officer and director of Plum Acquisition Corp. I, a special purpose acquisition company traded on Nasdaq. Prior to his time at Plum, Mr. Dinsdale was the CFO for Gusto from 2017 to 2020 and prior to that was CFO at two generational, market leading software companies: DoorDash, from 2016 to 2017, and DocuSign, where he also served as Chief Growth Officer, from 2010 to 2016. In addition to his role at Plum, Mr. Dinsdale serves as a Venture Partner at Akkadian Ventures, a late-stage venture fund, and as a board member for private software companies. Mr. Dinsdale earned a BS in engineering from the University of Western Ontario and an MBA from McMaster University. Mr. Dinsdale holds the CFA designation and competed with the Canadian National Sailing Team in the 1996 Olympic trials. He also serves on the Board of Directors for WildAid.

 

Alan Black. Mr. Black, 63, founded Surfspray Capital, LLC in 2017 through which he has advised over a dozen companies including Looker Data Sciences where he served on the Board and was Chair of the Audit Committee (acquired by Google in 2019); Bill.com Holdings (2019 IPO), HashiCorp (2021 IPO), and private software companies including Intercom, Komodo Health, Mattermost, Netlify, Nozomi Networks, and others. He brings more than 35 years of experience as an executive leading public and private software enterprises, including IPO experience as CFO at Zendesk (2014 IPO) and Openwave Systems (1999 IPO). In between those companies, Mr. Black was President and CEO of Intelliden (acquired by IBM in 2010). Mr. Black currently sits on the boards of Nextiva’s, Matillion and Plum Acquisition Corp. I, a special purpose acquisition company traded on Nasdaq. He holds a Bachelors of Commerce and a Graduate Diploma in Public Accountancy degrees from McGill University in Montreal, Canada, and serves on McGill’s Board of Advisors for the Western United States, co-chairing its Bursary Subcommittee. Mr. Black is now retired from active membership in the Institute of Chartered Accountants of Ontario (Canada) and Society of Certified Public Accountants (California), in which professional organizations he was a licensed member for over two decades.

 

David Sable. Mr. Sable, 70, has served as a director of SILVERspac Inc., a special purpose acquisition company, since September 2021. Mr. Sable is a Founding Partner of DoAble LLC, a marketing consultancy. He currently serves as a member of the board of directors of Ethan Allen Interiors Inc. (NYSE: ETD) since November 2021 and of American Eagle Outfitters Inc. (NYSE: AEO) since October 2016. He served as a Senior Advisor to WPP plc. (NYSE: WPP) from January 2019 until March 2021. Previously he was Chairman of VMLY&R, a member of WPP plc., in 2019. Prior to this role, he had served as the Global Chief Executive Officer of Young and Rubicam LLC, until its subsequent merger with VMLY&R. Mr. Sable also served at Wunderman, Inc., a leading customer relationship manager and digital unit of WPP plc as Vice Chairman and Chief Operating Officer, from August 2000 to February 2011. Mr. Sable was previously a Founding Partner and Executive Vice President and Chief Marketing Officer of Genesis Direct, Inc. from June 1996 to September 2000. Mr. Sable serves on the U.S. Fund for United Nations Children’s Fund (UNICEF’s) National Board, is a past Chair of the Ad Council’s board of directors, is an executive board member of the United Negro College Fund, and sits on the International Board of the Special Olympics. Mr. Sable attended New York University and Hunter College.

 

There is no family relationship between Messrs. Roy, Dinsdale, Black and Sable. Additionally, Messrs. Roy, Dinsdale, Black and Sable will not be compensated by the Company for their service as officers or directors. In connection with their appointment as officers or directors, Messrs. Roy, Dinsdale, Black and Sable entered into customary indemnification agreements with the Company.

 

 

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).

 

 

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

 

Exhibit 10.1

 

PURCHASE AGREEMENT

 

This PURCHASE AGREEMENT (this “Agreement”) is made and entered into effectively as of December 27, 2023 (the “Effective Date”), by Mercury Capital, LLC (“Acquirer”), Alpha Partners Technology Merger Corp., a Cayman Exempt Corporation (“SPAC”), and Alpha Partners Technology Merger Sponsor LLC, a Delaware limited liability company (“Sponsor”) (each a “Party” and, collectively, the “Parties”).

 

WHEREAS SPAC is a special purpose acquisition company that closed its initial public offering on July 30, 2021, with 24 months initially to complete an initial business combination, which period has been extended to up to 36 months;

 

WHEREAS, as of the date of this Agreement, SPAC has not completed or announced a business combination;

 

WHEREAS, on the terms and subject to the conditions set forth herein, Acquirer seeks to purchase from Sponsor, and Sponsor seeks to sell to Acquirer, 3,902,648 founder units of the SPAC (the “Firm SPAC Securities”), each unit consisting of one Class B ordinary share and one-third of one redeemable warrant to acquire one Class B ordinary share of the SPAC (“Units”), which Firm SPAC Securities will be subject to forfeiture or transfer as set forth in Section 1(a) of this Agreement, along with contingent rights relating to additional Units as set forth in Sections 1(b) and 2(e) of this Agreement (the “Contingent SPAC Securities” and together with the Firm SPAC Securities, the “SPAC Securities”);

 

WHEREAS, the Sponsor shall place 2,030,860 founder units in escrow pursuant to the provisions of Section 1(b) below;

 

WHEREAS, non-affiliates of the Sponsor shall retain 200,000 Class A private placement units; and

 

WHEREAS, the Sponsor shall retain 665,000 Class A private placement units and 1,128,912 Class B founder units; and

 

WHEREAS, in accordance with the terms and subject to the conditions set forth herein, Acquirer will acquire all the SPAC Securities from Sponsor for a total purchase price of One Dollars ($1).

 

NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and the representations, warranties, covenants and agreement contained in this Agreement, and intending to be legally bound hereby, the Parties hereby agree as follows:

 

1. Purchase and Sale.

 

(a) At the Closing (as defined below), Sponsor shall sell to Acquirer, and Acquirer shall purchase from Sponsor, the Firm SPAC Securities, free and clear of any mortgage, pledge, lien, charge, security interest, claim, community property interest, option, equitable interest, or other encumbrance, and SPAC shall cause its transfer agent to record such transfer. To the extent Sponsor and Acquirer shall be required to forfeit securities of the SPAC in connection with the SPAC’s initial business combination or transfer Units to non-affiliate investors to incentivize them to make an investment in SPAC, (i) Acquirer shall forfeit or transfer, as applicable, 70% of the total securities so forfeited or transferred, up to the total number of the Firm SPAC Securities (or securities issuable upon separation of the Firm SPAC Securities), and (ii) Sponsor shall forfeit or transfer, as applicable, 30% of the total securities so forfeited or transferred, provided Sponsor shall not be required to transfer securities of the SPAC to partners or affiliated investors of Acquirer or in connection with the allocation of shares to investors to incentivize them to not redeem their SPAC securities at the time of an extension-related meeting of shareholders or other “cashless extension.”

 

 

(b) At the Closing, Sponsor shall place 2,030,860 Units in escrow pending the closing of the SPAC’s initial business combination (the “Escrowed Units”). Sponsor may allocate Escrowed Units to unaffiliated SPAC investors that hold, and do not redeem, up to a combined 13,850,000 publicly traded SPAC shares at the time of the SPAC’s initial business combination. Units not allocated to such investors shall be allocated 70% to Acquirer and 30% to Sponsor at the closing of the SPAC’s initial business combination.

 

(c) The total purchase price for the SPAC Securities shall be paid as follows: $1 (One Dollar) shall be due at Closing.

 

(d) The closing of the transactions contemplated (the “Closing”) herein shall take place on December 28, 2023, or on such earlier date as the Parties agree in writing.

 

2. SPAC Liabilities; Extension Payments; Assumed Obligations.

 

(a) Sponsor or its affiliates shall pay off all liabilities of the SPAC accrued and outstanding as of the Closing.

 

(b) Sponsor or its affiliates shall pay $112,500 of Extension Contributions (as defined in the Definitive Proxy Statement of the SPAC filed with the Securities and Exchange Commission on July 7, 2023) in December 2023 (the “December 2023 Sponsor Extension Payment”). Acquirer shall arrange for an additional $112,500 of Extension Contributions to be paid in December 2023, in addition to the December 2023 Sponsor Extension Payment.

 

(c) Sponsor or its affiliates shall pay $112,500 of Extension Contributions in January 2024 (the “January 2024 Sponsor Extension Payment”). Acquirer shall arrange for an additional $112,500 of Extension Contributions to be paid in January 2024, in addition to the January 2024 Sponsor Extension Payment.

 

(d) Following the Closing, the Sponsor shall have no further obligations with respect to the SPAC and the Acquirer shall assume the following obligations: (i) to cause SPAC to file a proxy statement providing public investors with the option to accept a revised trust extension arrangement or redeem their public shares and receive their pro rata share of SPAC’s trust account (the “Trust Extension Proxy Statement”), (ii) to cause SPAC to satisfy all of its public company reporting requirements as well as taking all action to cause the SPAC to remain listed on NASDAQ, (iii) payment of all Extension Contributions (other than the December 2023 Sponsor Extension Payment and the January 2024 Sponsor Extension Payment) and working capital (if any) of the SPAC, at the discretion of Acquirer, and (iv) all other obligations of Sponsor related to the SPAC, it being understood and agreed that in the event Acquirer believes SPAC will be unable to complete a business combination, Acquirer will be under no obligation to fund additional working capital or Extension Contributions other than the Extension Contributions in December 2023 and January 2024 as set forth in Sections 2(b) and 2(c) of this Agreement.

 

(e) For every $1 (One Dollar) of accrued and outstanding liabilities, other than as a result of the accounting treatment of the warrants, of the SPAC that remain unpaid as of the Closing, and for every $1 (One Dollar) the December 2023 Sponsor Extension Payment is less than $112,500 or the January 2024 Sponsor Extension Payment is less than $112,500, Sponsor shall transfer five additional Units to Acquirer at the closing of the SPAC’s initial business combination.

 

 

(f) In the event that either of the following has not occurred before February 10, 2024, Acquirer agrees to refund to Sponsor or its affiliates the December 2023 Sponsor Extension Payment and the January 2024 Sponsor Extension Payment (but only if such payments were made): (i) the SPAC’s filing of the Trust Extension Proxy Statement, or (ii) approval of the SPAC’s shareholders of the extension proposal in the Trust Extension Proxy Statement and non-redemption of enough public investors such that the SPAC is able to meet the listing requirements and continue on as a NASDAQ publicly traded entity.

 

3. Management; Name Change. (a) Concurrently with the Closing, (i) the Acquirer shall appoint the new directors and officers of the SPAC, and (ii) the current directors shall resign as directors of the SPAC, in each case, effective as of the Closing. In addition, all current officers of the SPAC shall resign effective as of the Closing. Acquirer shall use its best efforts to change the SPAC’s name and ticker symbol, and SPAC shall reasonably cooperate with Acquirer in connection therewith, provided that Acquirer shall be obligated to solicit proxies, as necessary, to effect such name change, which can be included in the Trust Extension Proxy Statement as long as such Trust Extension Proxy Statement is filed on or before February 10, 2024; provided that the Acquirer shall use its best efforts to effect the name change of the SPAC not later than March 15, 2024 (the “Name Change Deadline”). The Acquirer agrees that none of the current officers or directors of the SPAC shall participate in the affairs of the SPAC or the Acquirer following the Closing and Acquirer shall not make any statements to any party to the contrary.

 

(b) Effective as of Closing, at the sole cost and expense of Acquirer, the Acquirer shall cause the SPAC’s existing D&O insurance policy to be amended to reflect the changes in the SPAC management. The Acquirer agrees that the current and former directors and officers of the SPAC will be included as covered persons under any such amended or new policy with at least the same amount of coverage as they have under the SPAC’s existing D&O insurance policy (the “Extended Policy”). In addition prior to the consummation of the initial business combination by the SPAC, and subject to the Sponsor’s approval (which shall not be unreasonably withheld, conditioned or delayed), the Acquirer shall obtain, or cause the SPAC to obtain, and pay for commercially reasonable run-off or “tail” D&O liability insurance policy coverage for a period of six ((6) years that shall be substantially similar in terms and coverage to the Extended Policy, and each of the current and former officers and directors of the SPAC shall be beneficiaries of such policy.

 

(c) All rights to exculpation or indemnification for acts or omissions occurring through the date of Closing now existing in favor of any of the officers and directors of the SPAC prior to the Closing as provided in the SPAC’s organization documents will survive the execution of this Agreement and the Closing and will continue in full force and effect in accordance with their terms, and the Acquirer will not permit the SPAC to amend such rights or eliminate or reduce such rights except to the extent required by law.

 

(d) Notwithstanding anything to the contrary herein, each of the Parties agrees that the provisions of each of the indemnity agreements between the SPAC and each of the current and former officers and directors of the SPAC (together, the “Indemnity Agreements”) shall remain in full force and effect notwithstanding any resignation of the officers and directors of the SPAC. Each of the Parties agrees that, notwithstanding any provision of the Indemnity Agreements, each Indemnity Agreement shall continue to be binding and remain in full force and effect after any indemnitee thereunder has ceased to serve as an officer or director of the SPAC.

 

(e) The Acquirer hereby agrees and acknowledges that the Sponsor is not conveying ownership rights or granting the Acquirer or any affiliate of the Acquirer a license to use any of the trade names, trademarks, service marks, logos or domain names of the Sponsor or any of its affiliates and after the Name Change Deadline, neither the SPAC nor the Acquirer shall use, or permit any affiliate to use, in any manner the names or marks of the Sponsor or its affiliates.

 

 

4. Liabilities. SPAC confirms to Acquirer that as of the date of this Agreement, its unaudited balance sheet, including the amounts owed from or due by entity, is as set forth on Exhibit A to this Agreement. Sponsor represents that Exhibit B represents all the of the outstanding securities of SPAC held by Sponsor.

 

5. Limitation on Transfer. Acquirer acknowledges and agrees that the SPAC Securities are subject to the limitations on transfer set forth in Section 8 of this Agreement.

 

6. Title. Sponsor represents and warrants to Acquirer that Sponsor has good and marketable title to the Firm SPAC Securities free and clear of all liens and encumbrances and that, following the Closing and upon updating the records of ownership, Acquirer will have good and marketable title to the Firm SPAC Securities, subject to the provisions set forth in Section 1(a) of this Agreement. Sponsor further represents and warrants to Acquirer that Sponsor has good and marketable title to the Contingent SPAC Securities free and clear of all liens and encumbrances and that, following the closing of the SPAC’s initial business combination and subject to the issuance of any Contingent SPAC Securities to Acquirer pursuant to Section 1(b) or Section 2(e) of this Agreement, Acquirer will have good and marketable title to the Contingent SPAC Securities.

 

7. Representations and Warranties. Each Party hereby represents and warrants to each other Party as of the date of this Agreement and as of the Closing that:

 

(a) such Party has the power and authority to execute and deliver this Agreement and to carry out its obligations hereunder;

 

(b) the execution, delivery and performance by the Party of this Agreement and the consummation of the transfer have been duly authorized by all necessary action on the part of the relevant Party, and no further approval or authorization is required on the part of such Party;

 

(c) this Agreement will be valid and binding on each Party and enforceable against such Party in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer or conveyance, moratorium or similar laws affecting the enforcement of creditors rights generally and general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity; and

 

(d) SPAC and Sponsor have received all third-party consents to the transfer of the SPAC Securities and such consents have been shared with Acquirer.

 

8. Acknowledgements. Each Party acknowledges and agrees that the transfer has not been registered under the Securities Act or under any state securities laws and Acquirer represents that it:

 

(a) is acquiring the SPAC Securities pursuant to an exemption from registration under the Securities Act with no present intention to distribute them to any person in violation of the Securities Act or any applicable U.S. state securities laws;

 

(b) will not sell or otherwise dispose of any of the SPAC Securities, except in compliance with the registration requirements or exemption provisions of the Securities Act and any applicable U.S. state securities laws and in accordance with any limitations set forth in any agreements described in the Prospectus dated July 29, 2021 relating to the initial public offering of the SPAC;

 

 

(c) has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of the SPAC Securities and of making an informed investment decision, and has conducted a review of the business and affairs of SPAC that it considers sufficient and reasonable for purposes of making the transfer and that it has had the opportunity to ask such questions and receive answers from, representatives of the SPAC and the Sponsor concerning the terms and conditions of the offering of the SPAC Securities;

 

(d) is an “accredited investor” (as defined by Rule 501 of the Securities Act); and

 

(e) understands that the SPAC Securities are in book entry form, registered on registers maintained by or on behalf of the SPAC and are not cleared in DTC or any other clearing system.

 

9. Specific Performance. Each Party acknowledges that the rights of each Party to consummate the transactions contemplated hereby are unique, recognizes and affirms that in the event of a breach of this Agreement by any Party, money damages may be inadequate and the non-breaching Parties may have not adequate remedy at law, and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by an applicable Party in accordance with their specific terms or were otherwise breached. Accordingly, each Party shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement and to seek to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such Party may be entitled under this Agreement, at law or in equity.

 

10. Severability. In case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such provision(s) had never been contained herein, provided that such provision(s) shall be curtailed, limited or eliminated only to the extent necessary to remove the invalidity, illegality or unenforceability in the jurisdiction where such provisions have been held to be invalid, illegal, or unenforceable.

 

11. Titles and Headings. The titles and section headings in this Agreement are included strictly for convenience purposes.

 

12. No Waiver. It is understood and agreed that no failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

 

13. Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to its conflicts of laws rules. Each Party (a) irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware (collectively, the “Courts”), for purposes of any action, suit or other proceeding arising out of this Agreement; and (b) agrees not to raise any objection at any time to the laying or maintaining of the venue of any such action, suit or proceeding in any of the Courts, irrevocably waives any claim that such action, suit or other proceeding has been brought in an inconvenient forum and further irrevocably waives the right to object, with respect to such action, suit or other proceeding, that such Court does not have any jurisdiction over such Party. Any Party may serve any process required by such Courts by way of notice.

 

 

14. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

 

15. Entire Agreement. This Agreement contains the entire agreement between the Parties and supersedes any previous understandings, commitments or agreements, oral or written, with respect to the subject matter hereof. No modification of this Agreement or waiver of the terms and conditions hereof shall be binding upon either Party, unless mutually approved in writing.

 

16. Counterparts. This Agreement may be executed in counterparts (delivered by email or other means of electronic transmission), each of which shall be deemed an original and which, when taken together, shall constitute one and the same document.

 

17. Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii) by email or other electronic means, with affirmative confirmation of receipt, (iii) one business day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) business days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable Party at the following addresses (or at such other address for a Party as shall be specified by like notice.

 

	If to Acquirer:	Mercury Capital, LLC
		4413 South Nepal Street
		Centennial, CO 80015
		Attn: Kanishka Roy
		Email: [omitted]
	With a copy to:	Hogan Lovells US LLP
		1601 Wewatta Street, Suite 900
		Denver, CO 80202
		Attn: David Crandall
		E-mail: david.crandall@hoganlovells.com
	If to SPAC or Sponsor:	Alpha Partners Technology Merger Sponsor LLC
		Empire State Building, Suite 4215
		New York, New York 10018
		Attn: Sean O’Brien
		Email: [omitted]
	With a copy to:	Nelson Mullins Riley & Scarborough LLP
		101 Constitution Avenue, NW, Suite 900
		Washington, DC 20001
		Attn: Andrew Tucker
		Email: andy.tucker@nelsonmullins.com

 

 

18. Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. This Agreement shall not be assigned by operation of law or otherwise without the prior written consent of the other Parties, and any assignment without such consent shall be null and void; provided that no such assignment shall relieve the assigning Party of its obligations hereunder.

 

19. Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in or be deemed to have been executed for the benefit of, any person or entity that is not a Party hereto or thereto or a successor or permitted assign of such a Party.

 

[remainder of page intentionally left blank; signature page follows]

 

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered, all as of the Effective Date.

 

	ACQUIRER:
	Mercury Capital, LLC
	By:	/s/ Kanishka Roy
	Name:	Kanishka Roy
	Title:	President
	SPAC:
	Alpha Partners Technology Merger Corp.
	By:	/s/ Sean O’Brien
	Name:	Sean O’Brien
	Title:	Chief Financial Officer

 

	SPONSOR:
	Alpha Partners Technology Merger Sponsor LLC
		By:	Brotman Ventures, LLC

 

	By:	/s/ Steve Brotman
	Name:	Steve Brotman
	Title:	Manager

 

 

 

 

Exhibit 10.2

 

SUBSCRIPTION AGREEMENT

 

THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effective as of January 3, 2024 (the “Effective Date”), by, between and among Palmeira Investment Limited (the “Investor”), Alpha Partners Technology Merger Corp., a Cayman Islands exempt company (“SPAC”), and Mercury Capital, LLC, a Delaware limited liability company (“Sponsor”). Investor, SPAC and Sponsor are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

 

WHEREAS, SPAC is a special purpose acquisition company that closed on its initial public offering on July 30, 2021, with 24 months to complete an initial business combination (a “De-SPAC”);

 

WHEREAS, SPAC held a Special Meeting during which SPAC’s shareholders voted to approve a proposal to extend the date by which the SPAC must consummate the De-SPAC from July 30, 2023 to July 30, 2024, and SPAC has filed a preliminary proxy statement with the Securities and Exchange Commission to extend the date by which the SPAC must consummate the De-SPAC to January 30, 2025 (the “Extension”);

 

WHEREAS, the Sponsor currently holds SPAC Class B ordinary shares, par value $0.0001 per share, purchased in a private placement from a seller that acquired the shares prior to SPAC’s initial public offering (the “Founder Shares”)

 

WHEREAS, as of the date of this Agreement, SPAC has not completed a De-SPAC; and

 

WHEREAS, Sponsor is seeking to raise up to $1,500,000 to fund the Extension and to provide working capital to the SPAC.

 

WHEREAS, pursuant to the terms and conditions of this Agreement, Investor has agreed to fund $1,500,000 (such amount, the “Investor Capital Contribution”).

 

NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and the representations, warranties, covenants and agreement contained in this Agreement, and intending to be legally bound hereby, the Parties agree as follows.

 

ARTICLE I
SUBSCRIPTION AND DE-SPAC PAYMENT

 

1.1

Capital Calls. From time to time, the SPAC will request funds from the Sponsor for working capital purposes or for the Sponsor to fund an extension payment pursuant to the SPAC’s Memorandum and Articles of Association (each a “Drawdown Request”). On at least five (5) calendar days’ prior written notice (“Capital Notice”), the Sponsor may require a drawdown against the Investor Capital Contribution in order to meet the Sponsor’s commitment to the SPAC under a Drawdown Request (each a “Capital Call”) subject to the following conditions:

 

1.1.1

The Capital Notice to the Investor shall include (i) the total amount requested by the SPAC under the Drawdown Request and (ii) the amount being called from the Investor.

 

1.1.2

The aggregate amount of the Capital Calls shall not exceed the Investor Capital Contribution.

 

1.1.3

A Capital Call of $250,000 of the Investor Capital Contribution will be called at signing;

 

 

1.1.4

A Capital Call of $250,000 of the Investor Capital Contribution will be called on February 1, 2024; and

 

1.1.5

A Capital Call of the remaining balance of the Investor Capital Contribution may be called by the Sponsor at its discretion.

 

1.2

Sponsor Forfeiture; SPAC Issuance. In consideration of the Capital Call(s) made hereunder:

 

1.2.1

Sponsor will forfeit 0.85 Class B ordinary share of the SPAC for each dollar the Investor funds pursuant to the Capital Call(s) hereunder (the “Sponsor Shares”) at the closing of a De-SPAC transaction (the “De-SPAC Closing”). If the De-SPAC Closing does not occur, Sponsor will not forfeit any Sponsor Shares.

 

1.2.2

At the De-SPAC Closing, the SPAC will issue to the Investor a number of shares of the SPAC’s common stock (the “Subscription Shares”) equal to the number of Sponsor Shares forfeited by the Sponsor pursuant to Section 1.2.1. If the De-SPAC Closing does not occur, Investor will not be entitled to receive any Subscription Shares.

 

1.2.3

The Subscription Shares will be subject to the same earn-out provision, if any, as the Sponsor on a pro rata basis.

 

1.2.4

Following the De-SPAC Closing, the SPAC shall provide Investor the same registration rights for the Subscription Shares as the SPAC provides to the Sponsor.

 

1.3

Investor Board Rights. Prior to the consummation of the initial Business Combination, Investor shall have the right to appoint one representative to the SPAC’s board of directors until the earlier to occur of (i) any Business Combination and (ii) either Investor transferring or disposing of any of its Subscription Shares, other than to one of its affiliates. Sponsor shall have the right to nominate all other directors for election to the SPAC’s board of directors. Sponsor agrees to vote the Founder Shares in favor of Investor’s representative to the SPAC’s board of directors when Investor’s representative is up for election. It is acknowledged and agreed that the SPAC shall not enter into a definitive agreement regarding a proposed Business Combination without the prior written consent of Sponsor and Investor.

 

1.4

Sponsor Commitment Rights. Each member of the Sponsor has the right to contribute any amount requested under each Drawdown Request (“Sponsor Capital Contribution”). For the avoidance of doubt, nothing in this Agreement shall limit the ability of the SPAC or the Sponsor to enter into other agreements with each other or with other parties which shall provide for funding of the SPAC (through the issuance of equity, entry into promissory notes, or otherwise) outside of Drawdown Requests.

 

1.5

Wiring Instructions. Within five (5) calendar days of receiving a Capital Notice, the Investor shall advance the Capital Call amount specified in the Capital Notice to the Sponsor by wire transfer of immediately available funds pursuant to the wiring instructions provided separately in advance to the Investor. For clarity, the aggregate amount of the Capital Calls funded under this Agreement, excluding any Capital Calls funded by Sponsor Capital Contributions as set forth under Section 1.3, will not exceed the Investor Capital Contribution.

 

 

ARTICLE II
REPRESENTATIONS AND WARRANTIES

 

Each Party hereby represents and warrants to each other Party as of the date of this Agreement that:

 

2.1

Authority. Such Party has the power and authority to execute and deliver this Agreement and to carry out its obligations hereunder. The execution, delivery and performance by the Party of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the relevant Party, and no further approval or authorization is required on the part of such Party. This Agreement will be valid and binding on each Party and enforceable against such Party in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer or conveyance, moratorium or similar laws affecting the enforcement of creditors rights generally and general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity.

 

2.2

Acknowledgement. Each Party acknowledges and agrees that the Subscription Shares will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or under any state securities laws and the Investor represents that, as applicable, it (a) is acquiring the Subscription Shares pursuant to an exemption from registration under the Securities Act with no present intention to distribute them to any person in violation of the Securities Act or any applicable U.S. state securities laws, (b) will not sell or otherwise dispose of any of the Subscription Shares, except in compliance with the registration requirements or exemption provisions of the Securities Act and any applicable U.S. state securities laws, (c) has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of the investment and related economic terms hereunder and of making an informed investment decision, and has conducted a review of the business and affairs of the SPAC that it considers sufficient and reasonable for purposes of making the transfer, and (d) is an “accredited investor” (as that term is defined by Rule 501 under the Securities Act). Each Party acknowledges and agrees that it will not treat this subscription as indebtedness for U.S. tax purposes.

 

 

2.3

Trust Waiver. Investor hereby represents and warrants that it has read the final prospectus of the SPAC, dated as of July 27, 2021 and filed with the SEC on July 29, 2021 (the “SPAC Prospectus”), and understands that the SPAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the SPAC’s public stockholders (the “Public Stockholders”), and that, except as otherwise described in the SPAC Prospectus, the SPAC may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Company shares in connection with the consummation of the SPAC’s initial business combination (as such term is used in the SPAC Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the SPAC fails to consummate a Business Combination within 36 months after the closing of the IPO (as such date may be extended by amendment to the SPAC’s organizational documents), (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses, or (d) to the SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of the SPAC entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Investor hereby agrees that notwithstanding anything to the contrary contained in this Agreement, Investor does not now and shall not at any time hereafter have, and waives any and all right, title and interest, or any claims of any kind it has or may have in the future as a result of, or arising out of, this Agreement, the transactions contemplated hereby or the Subscription Shares, in or to any monies held in the Trust Account (or any distributions therefrom directly or indirectly to Public Stockholders (“Public Distributions”)), and agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account or Public Distributions as a result of, or arising out of, this Agreement, the transactions contemplated hereby or the Subscription Shares, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. To the extent Investor commences any action or proceeding based upon, in connection with, as a result of or arising out of, this Agreement, the transactions contemplated hereby or the Subscription Shares, which proceeding seeks, in whole or in part, monetary relief against the SPAC or its Representatives (as defined below), Investor hereby acknowledges and agrees that Investor’s sole remedy shall be against funds held outside of the Trust Account (other than Public Distributions) and that such claim shall not permit Investor (or any person claiming on its behalf or in lieu of any of it) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Notwithstanding anything else in this Section 2.3 to the contrary, nothing herein shall (x) serve to limit or prohibit Investor’s right to pursue a claim against the SPAC for legal relief against assets held outside the Trust Account, (y) serve to limit or prohibit any claims that Investor may have in the future against the SPAC’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account to the SPAC (excluding, for the avoidance of doubt, funds released to redeeming stockholders of the SPAC) and any assets that have been purchased or acquired with any such funds), or (z) be deemed to limit Investor’s right, title, interest or claim to the Trust Account by virtue of Investor’s record or beneficial ownership of securities of the SPAC acquired by any means other than pursuant to this Agreement, including to any redemption right with respect to any such securities of the SPAC. For purposes of this Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives.

 

 

2.4

Restricted Securities. Investor hereby represents, acknowledges and warrants its representation of, understanding of and confirmation of the following:

 

●

Investor realizes that, unless subject to an effective registration statement, the Subscription Shares cannot readily be sold as they will be restricted securities and therefore the Subscription Shares must not be accepted unless Investor has liquid assets sufficient to assure that Investor can provide for current needs and possible personal contingencies;

 

●

Investor understands that, because SPAC is a “shell company” as contemplated under paragraph (i) of Rule 144, regardless of the amount of time that the Investor holds the Subscription Shares, sales of the Subscription Shares may only be made under Rule 144 upon the satisfaction of certain conditions, including that SPAC is no longer a ‘shell company’ and that SPAC has not been a ‘shell company’ for at least the last 12 months-i.e., that no sales of Subscription Shares can be made pursuant to Rule 144 until at least 12 months after the De-SPAC Closing; and SPAC has filed with the SEC during the 12 months preceding the sale, all quarterly and annual reports required under the Securities Exchange Act of 1934, as amended;

 

●

Investor confirms and represents that it is able (i) to bear the economic risk of the Subscription Shares, (ii) to hold the Subscription Shares for an indefinite period of time, and (iii) to afford a complete loss of the Subscription Shares; and

 

●

Investor understands and agrees that a legend has been or will be placed on any certificate(s) or other document(s) evidencing the Subscription Shares in substantially the following form:

 

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I) THEY SHALL HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND ANY APPLICABLE STATE SECURITIES ACT, OR (11) AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, EXISTS.”

 

 

ln connection with a transfer, the SPAC shall take all steps necessary in order to remove the legend referenced in the preceding paragraph from the Subscription Shares immediately following the earlier of (a) the effectiveness of a registration statement applicable to the Subscription Shares and (b) any other applicable exception to the restrictions described in the legend occurs.

 

2.5

Title to Securities. Sponsor hereby represents and warrants that Sponsor is the record and beneficial owner of, and has good and marketable title to, the Sponsor Shares. The SPAC hereby represents and warrants that the Subscription Shares, when issued to Investor as provided herein, will be validly issued, fully paid and non-assessable and, other than as set forth in Section 1.2.3, free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (other than under applicable securities laws).

 

ARTICLE III
MISCELLANEOUS

 

3.1

Severability. In case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such provision(s) had never been contained herein, provided that such provision(s) shall be curtailed, limited or eliminated only to the extent necessary to remove the invalidity, illegality or unenforceability in the jurisdiction where such provisions have been held to be invalid, illegal, or unenforceable.

 

3.2

Titles and Headings. The titles and section headings in this Agreement are included strictly for convenience purposes.

 

3.3

No Waiver. It is understood and agreed that no failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

 

3.4

Term of Obligations. The term of this Agreement shall expire six (6) months after the De-SPAC Closing. However, the obligations set forth herein that are intended to survive the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement, including for the avoidance of doubt, the indemnity obligations set forth in Section 3.13.

 

3.5

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to its conflicts of laws rules. Each Party (a) irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, the United States District Court for the District of Delaware (collectively, the “Courts”), for purposes of any action, suit or other proceeding arising out of this Agreement; and (b) agrees not to raise any objection at any time to the laying or maintaining of the venue of any such action, suit or proceeding in any of the Courts, irrevocably waives any claim that such action, suit or other proceeding has been brought in an inconvenient forum and further irrevocably waives the right to object, with respect to such action, suit or other proceeding, that such Court does not have any jurisdiction over such Party. Any Party may serve any process required by such Courts by way of notice.

 

 

3.6

WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TOA TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR 1N CONNECTION W1TH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

 

3.7

Entire Agreement. This Agreement contains the entire agreement between the Parties and supersedes any previous understandings, commitments or agreements, oral or written, with respect to the subject matter hereof. No modification of this Agreement or waiver of the terms and conditions hereof shall be binding upon any Party, unless mutually approved in writing.

 

3.8

Counterparts. This Agreement may be executed in counterparts (delivered by email or other means of electronic transmission), each of which shall be deemed an original and which, when taken together, shall constitute one and the same document.

 

3.9

Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii) by electronic means, with affirmative confirmation of receipt, (iii) one business day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) business days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable Party at the following addresses (or at such other address for a Party as shall be specified by like notice.

 

	If to Investor:	If to Sponsor or the SPAC:
	Palmeira Investment Limited	Mercury Capital, LLC
	19B Cimbria Court	4413 South Nepal Street
	24 Conduit Rd	Centennial, CO 80015
	Hong Kong	Attention: Kanishka Roy
	Attention: Henry Hooi
		E-mail: [omitted]
	With a mandatory copy to:
	[omitted]

 

3.10

Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. This Agreement shall not be assigned by operation of law or otherwise without the prior written consent of the other Parties, and any assignment without such consent shall be null and void; provided that no such assignment shall relieve the assigning Party of its obligations hereunder.

 

3.11

Specific Performance. Each Party acknowledges that the rights of each Party to consummate the transactions contemplated hereby are unique, recognizes and affirms that in the event of a breach of this Agreement by any Party, money damages may be inadequate and the non-breaching Parties may have not adequate remedy at law, and agree that irreparable damage may occur in the event that any of the provisions of this Agreement were not performed by an applicable Party in accordance with their specific terms or were otherwise breached. Accordingly, each Party shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement and to seek to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such Party may be entitled under this Agreement, at law or in equity.

 

 

3.12

Indemnification. Each of the SPAC and Sponsor agrees to indemnify and hold harmless Investor, its affiliates and its assignees and their respective directors, officers, employees, agents and controlling persons (each such person being an “Indemnified Party”) from and against any and all losses (but excluding financial losses to an Indemnified Party relating to the economic terms of this Agreement), claims, damages and liabilities (or actions in respect thereof), joint or several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to, the execution or delivery of this Agreement, the performance by the SPAC and Sponsor of their respective obligations hereunder, the consummation of the transactions contemplated hereby or any pending or threatened claim or any action, suit or proceeding against the SPAC, its Sponsors, or the Investor; provided that neither the SPAC no Sponsor will be liable under the foregoing indemnification provision to the extent that any loss, claim, damage, liability or expense is found in a nonappealable judgment by a court of competent jurisdiction to have resulted from Investor’s material breach of this Agreement or from Investor’s willful misconduct, or gross negligence. In addition (and in addition to any other reimbursement of legal fees contemplated by this Agreement), SPAC and Sponsor shall jointly and severally reimburse any Indemnified Party for all reasonable, out-of-pocket, expenses (including reasonable counsel fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of SPAC or Sponsor. The provisions of this paragraph shall survive the termination of this Agreement.

 

[Remainder of page intentionally left blank; signature page follows]

 

 

The Parties have caused this Agreement to be duly executed and delivered, all as of the date first set forth above.

 

	SPAC:
	Alpha Partners Technology Merger Corp.
	By:	/s/ Kanishka Roy
	Name:	Kanishka Roy
	Title:	President and Chief Executive Officer
	SPONSOR:
	Mercury Capital, LLC
	By:	/s/ Kanishka Roy
	Name:	Kanishka Roy
	Title:	Managing Partner
	INVESTOR:
	Palmeira Investment Limited
	By:	/s/ Henry Hooi
	Name:	Henry Hooi
	Title:	Executive Chairman

 

[Signature Page to Subscription Agreement]

 

 

9

 

v3.23.4

Cover	Dec. 27, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 27, 2023
Entity File Number	001-40677
Entity Registrant Name	ALPHA PARTNERS TECHNOLOGY MERGER CORP.
Entity Central Index Key	0001845550
Entity Tax Identification Number	98-1581691
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	Empire State Building
Entity Address, Address Line Two	20 West 34th Street
Entity Address, Address Line Three	Suite 4215
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10001
City Area Code	212
Local Phone Number	906-4480
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Class A ordinary shares included as part of the Units, par value $0.0001 per share
Title of 12(b) Security	Class A ordinary shares included as part of the Units, par value $0.0001 per share
Trading Symbol	APTM
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	APTMW
Security Exchange Name	NASDAQ
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant to acquire one Class A ordinary share
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant to acquire one Class A ordinary share
Trading Symbol	APTMU
Security Exchange Name	NASDAQ

---