UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Information Required in Proxy Statement
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
| Filed by the Registrant |
☒ |
| Filed by a Party other than the Registrant |
☐ |
Check the appropriate box:
| ☐ |
Preliminary Proxy Statement |
| ☐ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ |
Definitive Proxy Statement |
| ☒ |
Definitive Additional Materials |
| ☐ |
Soliciting Material Pursuant to §240.14a-12 |
ALPHA PARTNERS TECHNOLOGY MERGER CORP.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate
box):
| ☒ |
No fee required. |
| ☐ |
Fee paid previously with preliminary materials. |
| ☐ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
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):
January 16, 2024
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.) |
2021 Fillmore St. #2089
San Francisco, California 94115
(Address of principal executive offices, including
Zip Code)
(212) 906-4480
Registrant’s telephone number, including area
code
Empire State Building
20 West 34th Street, Suite 4215
New York, NY 10001
(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:
| ☐ | 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
7.01 Regulation FD Disclosure.
Non-Redemption Agreements
As previously disclosed, Alpha Partners Technology
Merger Corp. (the “Company”) has called an extraordinary general meeting of shareholders (the “Extraordinary General
Meeting”) to approve, among other things, an amendment to the Company’s Amended and Restated Memorandum and Articles of Association
to extend the period of time by which the Company has to consummate an initial business combination to January 30, 2025 (the “Extension
Amendment Proposal”).
The Company and Mercury Capital, LLC (“Mercury
Capital”) intend to enter into non-redemption agreements (the “Non-Redemption Agreements”) with certain shareholders
of the Company pursuant to which, if such shareholders do not redeem (or validly rescind any redemption requests on) their Class A ordinary
shares (the “Non-Redeemed Shares”) in connection with the Extraordinary General Meeting, Mercury Capital will agree to transfer
to such investors ordinary shares of the Company held by Mercury Capital immediately following the consummation of an initial business
combination if they continue to hold such Non-Redeemed Shares through the Extraordinary General Meeting.
In addition, Mercury Capital and Alpha Partners
Technology Merger Sponsor LLC intend to convert up to an aggregate of approximately 3,500,000 of their Class B ordinary shares of the
Company into Class A ordinary shares. Upon conversion from Class B ordinary shares to Class A ordinary shares, such Class A ordinary shares
will not be entitled to receive funds from the Company’s trust account through redemptions or otherwise, and will remain subject
to existing transfer restrictions.
The Non-Redemption Agreements are not expected
to increase the likelihood that the Extension Amendment Proposal is approved by shareholders but is expected to increase the amount of
funds that remain in the Company’s trust account following the Extraordinary General Meeting.
NO ASSURANCES
ARE MADE THAT A NON-REDEMPTION INCENTIVE OF ANY KIND WILL BE OFFERED AND THE ACTUAL TERMS OF ANY NON-REDEMPTION INCENTIVE MAY
DIFFER MATERIALLY FROM THE TERMS DESCRIBED HEREIN.
The foregoing description of the form of Non-Redemption Agreement
does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement filed
hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K may be considered
forward-looking statements. Forward-looking statements generally relate to future events or the future financial or operating performance
of the Company. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,”
“expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,”
“predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar
terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to
differ materially from those expressed or implied by such forward-looking statements. Such statements
may include, but are not limited to, statements regarding the Company’s expectations regarding the entry into the Non-Redemption Agreements
and the conversion of Class B ordinary shares into Class A ordinary shares by Mercury Capital and Alpha Partners Technology Merger
Sponsor LLC. These forward-looking statements are based upon estimates and assumptions that,
while considered reasonable by the Company, are inherently uncertain.
Nothing in this Current Report on Form 8-K should be regarded as a representation
by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking
statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are
made. Except as may be required by law, the Company does not undertake any duty to update these forward-looking statements.
Additional Information and Where to Find It
The Company mailed a definitive proxy statement (the “Proxy Statement”)
relating to the Extraordinary General Meeting to the Company’s stockholders of record on or about January 10, 2024. Investors
and security holders of the Company are advised to read the Proxy Statement because it contains important information about the Extraordinary
General Meeting and the Company. Investors and security holders of the Company may also obtain a copy of the Proxy Statement,
as well as other relevant documents that have been or will be filed by the Company with the Securities and Exchange Commission (“SEC”),
without charge and once available, at the SEC’s website at www.sec.gov or by directing a request for a copy of the Proxy Statement
to the Company's proxy solicitation agent:
Banks and Brokers Call Collect: 206-870-8565
All Others Call Toll-Free: 877-870-8565
Email: ksmith@advantageproxy.com
Participants in the Solicitation
The Company and certain of its directors and executive officers and other
persons may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in respect of the proposals
to be considered and voted on at the Extraordinary General Meeting. Information concerning the interests of the directors and executive
officers of the Company is set forth in the Proxy Statement, which may be obtained free of charge from the sources indicated above.
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 16, 2024 |
By: |
/s/
Kanishka Roy |
| |
Name: |
Kanishka Roy |
| |
Title: |
President and Chief Executive
Officer |
Exhibit
10.1
NON-REDEMPTION
AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST
This
Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of January ,
2024 by and among Alpha Partners Technology Merger Corp. (“APTM”), Mercury Capital, LLC, a Delaware limited liability
company (“Mercury Capital”) and the undersigned investor (“Investor”).
RECITALS
WHEREAS,
Mercury Capital currently holds APTM Class B ordinary shares, par value $0.0001 per share, which Mercury Capital purchased from APTM’s
former sponsor, which former sponsor initially purchased the shares in a private placement prior to APTM’s initial public offering
(the “Founder Shares”);
WHEREAS,
APTM expects to hold an extraordinary general meeting of shareholders (the “Meeting”) for the purpose of approving,
among other things, an amendment to APTM’s Amended and Restated Memorandum and Articles of Association (the “Charter”)
to extend the date by which APTM must consummate an initial business combination (the “Initial Business Combination”)
by six additional months until January 30, 2025 (the “Extension”);
WHEREAS, the
Charter provides that a shareholder of APTM may redeem its Class A ordinary shares, par value $0.0001 per share, initially sold as part
of the units in APTM’s initial public offering (whether they were purchased in APTM’s initial public offering or thereafter
in the open market) (the “Public Shares” and together with the Founder Shares, the “Ordinary Shares”)
in connection with the amendment to the Charter to approve the Extension, on the terms set forth in the Charter (“Redemption
Rights”); and
WHEREAS,
subject to the terms and conditions of this Agreement, Mercury Capital desires to transfer to Investor, and Investor desires to acquire
from Mercury Capital, that number of Founder Shares set forth opposite such Investor’s name on Exhibit A (the “Assigned
Securities”), to be transferred to Investor in connection with APTM’s completion of its Initial Business Combination,
and, prior to the transfer of the Assigned Securities to Investor, Mercury Capital desires to assign the economic benefits of the Assigned
Securities to Investor.
NOW
THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Investor, Mercury Capital and APTM hereby agree as follows:
1.
Terms of Transfer.
| 1.1. | Upon
the terms and subject to the conditions of this Agreement, if (a) as of 5:30 PM, New York
time, on the date of the Meeting, Investor holds the Investor Shares (as defined below),
(b) Investor does not exercise (or exercised and validly rescinds) its Redemption Rights
with respect to such Investor Shares in connection with the Meeting, and (c) the Extension
is approved at the Meeting and APTM meets the continued or initial listing requirements to
be listed on the Nasdaq stock market following the Meeting, then Mercury Capital hereby agrees
to assign to Investor for no additional consideration the Assigned Securities set forth on
Exhibit A, and Mercury Capital further agrees to assign to Investor the Economic Interest
(as defined below) associated with the Assigned Securities that Mercury Capital has agreed
to assign to Investor in accordance with Section 1.2 of this Agreement. “Investor
Shares” shall mean an amount of the Public Shares equal to the lesser of (i) 1,400,000
Public Shares, and (ii) 9.9% of the Public Shares that are not to be redeemed, including
those Public Shares subject to non-redemption agreements with other APTM shareholders similar
to this Agreement on or about the date of the Meeting. Mercury Capital and APTM agree to
provide Investor with the final number of Investor Shares subject to this Agreement no later
than 9:30 a.m. Eastern on the first business day before the date of the Meeting (and in all
cases a sufficient amount of time in advance to allow the Investor to reverse any exercise
of Redemption Rights with regard to any Investor Shares), provided, that such amount
shall not exceed 1,400,000 Public Shares. |
| 1.2. | Mercury
Capital and Investor hereby agree that the assignment of the Assigned Securities shall be
subject to the conditions that (i) the Initial Business Combination is consummated; and (ii) Investor
(or any person to whom transfer is permitted under Section 8(c) of that certain Letter Agreement,
dated July 27, 2021 (as it exists on the date hereof, the “Letter Agreement”),
by and among APTM and the other parties thereto (“Permitted Transferees”))
executes a joinder to the Letter Agreement set forth as Exhibit B to this Agreement
or, if the Letter Agreement is terminated or superseded in connection with the closing of
an Initial Business Combination, any successor agreement to the Letter Agreement with the
public company resulting from such Initial Business Combination to which Mercury Capital
and the Founder Shares become subject, provided that (x) Mercury Capital and the Founder
Shares are not afforded more favorable terms than the Investor and the Assigned Securities
under such successor agreement or any other agreement impacting the terms of such successor
agreement and (y) the Investor shall not be subject to any obligations under such successor
agreement other than any limitations on transfer contained in such successor agreement and
then solely with respect to the Assigned Securities (which limitations on transfer shall
not be more restrictive in any material respect) or the registration rights with respect
to the Assigned Securities contained in the Registration Rights Agreement (as defined below)
(such successor agreement and the Registration Rights Agreement, the “Successor
Agreements”). Upon the satisfaction of the foregoing conditions, as applicable,
Mercury Capital shall promptly transfer the Assigned Securities to Investor (or its Permitted
Transferees) as provided below in this Section 1.2. Mercury Capital covenants and agrees
to facilitate such transfer to Investor (or its Permitted Transferees) in accordance with
the foregoing. |
Upon
the satisfaction of the foregoing conditions, as applicable, Mercury Capital shall promptly transfer (and no later than two (2) business
days following the closing of the Initial Business Combination) the Assigned Securities to Investor (or its Permitted Transferees) free
and clear of any liens or other encumbrances, other than pursuant to the Letter Agreement, restrictions on transfer imposed by the securities
laws, and any successor or similar agreement entered into in connection with the Initial Business Combination (which agreement contains
no obligations on the part of the Investor other than restrictions on the transfer of the Assigned Securities and which restrictions
shall be no less favorable or more restrictive than what is agreed to by Mercury Capital and shall be no more restrictive than the restrictions
on transfer currently contained in the Letter Agreement and the Registration Rights Agreement (as defined below)). Mercury Capital and
APTM covenant and agree to facilitate such transfer to Investor (or its Permitted Transferees) in accordance with the foregoing.
| 1.3. | Adjustment
to Share Amounts. If at any time the number of outstanding Founder Shares is increased
or decreased by a consolidation, combination, subdivision or reclassification of the Ordinary
Shares of APTM or other similar event, then, as of the effective date of such consolidation,
combination, subdivision, reclassification or similar event, all share numbers referenced
in this Agreement shall be adjusted in proportion to such increase or decrease in the Ordinary
Shares of APTM. |
| 1.4. | Merger
or Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification,
consolidation or merger involving APTM in which its Ordinary Shares are converted into or
exchanged for securities, cash or other property, then, following any such reorganization,
recapitalization, reclassification, consolidation or merger, in lieu of Ordinary Shares of
APTM, Mercury Capital shall transfer, with respect to each Founder Share to be transferred
hereunder, upon Mercury Capital’s receipt thereof, the kind and amount of securities,
cash or other property into which such Assigned Securities converted or exchanged. |
| 1.5. | Forfeitures,
Transfers, etc. Investor shall not be subject to forfeiture, surrender, claw-back, transfers,
disposals, exchanges or earn-outs for any reason on the Assigned Securities. Investor acknowledges
that, pursuant to the Amended and Restated Limited Liability Company Agreement of Mercury
Capital, dated December 26, 2023 (as it exists on the date hereof, the “Mercury
Capital LLC Agreement”), prior to, or at the time of, the Initial Business Combination,
the managers of Mercury Capital have the authority to cause Mercury Capital to subject the
Founder Shares to earn-outs, forfeitures, transfers or other restrictions, or amend the terms
under which the Founder Shares were issued or any restrictions or other provisions relating
to the Founder Shares set forth in the instruments establishing the same (including voting
in favor of any such amendment) or enter into any other arrangements with respect to the
Founder Shares, and that the managers are authorized to effectuate such earn-outs, forfeitures,
transfers, restrictions, amendments or arrangements, including arrangements relating to the
relaxation or early release of restrictions, in such amounts and pursuant to such terms as
they determine in their sole and absolute discretion for any reason. Mercury Capital acknowledges
and agrees that any such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements
shall apply only to the Founder Shares other than the Assigned Securities and the terms and
conditions applicable to the Assigned Securities and the Economic Interest shall not be changed
as a result of any such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements. |
| 1.6. | Delivery
of Shares; Other Documents. At the time of the transfer of Assigned Securities hereunder,
Mercury Capital shall deliver the Assigned Securities to Investor by transfer of book-entry
shares effected through APTM’s transfer agent. The parties to this Agreement agree
to execute, acknowledge and deliver such further instruments and to do all such other acts,
as may be necessary or appropriate to carry out the purposes and intent of this Agreement. |
| 1.7. | Assignment
of Registration Rights. Concurrent with the transfer of Assigned Securities to Investor
under this Agreement, Mercury Capital hereby assigns all of its rights, duties and obligations
to Investor with respect to the Assigned Securities under that certain Registration Rights
Agreement, dated July 27, 2021, by and among APTM and the other parties thereto (as it exists
on the date of the Agreement, the “Registration Rights Agreement”), and
hereby represents and confirms to Investor that, upon Investor’s receipt of the Assigned
Securities, (i) Investor shall be a “Holder” under the Registration Rights Agreement
and (ii) the Assigned Securities shall be “Registrable Securities” under the
Registration Rights Agreement. This Agreement constitutes Mercury Capital’s written
notice to APTM of such assignment in accordance with the Registration Rights Agreement (if
required). APTM and Investor shall execute the Joinder to the Registration Rights Agreement,
set forth as Exhibit B to this Agreement, pursuant to which, Investor will be bound
by the terms and provisions of the Registration Rights Agreement as a “Holder”
thereunder with respect to the Assigned Securities (upon acquisition thereof) as “Registrable
Securities” thereunder. |
| 1.8. | Joinder
to Letter Agreement. In connection with the transfer of the Assigned Securities to Investor,
Investor shall execute a joinder to the Letter Agreement and the Registration Rights Agreement
in substantially the form attached here to as Exhibit B (the “Joinder”)
pursuant to which Investor shall agree with APTM to be bound solely by Section 8 of the Letter
Agreement solely with respect to the Assigned Securities and by the terms and provisions
of the Registration Rights Agreement as a “Holder” thereunder with respect to
the Assigned Securities (upon acquisition thereof) as “Registrable Securities”
thereunder. Notwithstanding anything in this Agreement or the Joinder to the contrary, Investor
shall be released with respect to the Assigned Securities from any transfer or lock-up restrictions
under the Letter Agreement or the Registration Rights Agreement to the same extent as any
other holder of Founder Shares, or if a Successor Agreement is executed in connection with
the closing of an Initial Business Combination, Investor shall be bound solely by the limitations
on transfer contained in such Successor Agreement solely with respect to the Assigned Securities
and which limitations on transfer shall not be more restrictive in any material respect. |
| 1.9. | Termination.
This Agreement and each of the obligations of the undersigned shall terminate on earlier
of (a) the failure of APTM’s shareholders to approve the Extension at the Meeting,
(b) the fulfillment of all obligations of parties hereto, (c) the liquidation or dissolution
of APTM, (d) the mutual written agreement of the parties hereto; or (e) if Investor exercises
its Redemption Rights with respect to any Investor Shares in connection with the Meeting
and such Investors Shares are actually redeemed in connection with the Meeting. Notwithstanding
any provision in this Agreement to the contrary, Mercury Capital’s obligation to transfer
the Assigned Securities to Investor shall be conditioned on (i) the satisfaction of the conditions
set forth in Section 1.2 and (ii) such Investor Shares not being redeemed in connection with
the Meeting. |
| 2. | Assignment
of Economic Interest. |
| 2.1. | Upon
satisfaction of the conditions set forth in Section 1.1, Mercury Capital hereby assigns to
Investor all of its economic right, title and interest in and to that number of Assigned
Securities set forth on Exhibit A (the “Economic Interest”), subject
to adjustment as set forth in Section 2.2. The Economic Interest represents Mercury Capital’s
right to receive dividends and other distributions made by Mercury Capital pursuant to Mercury
Capital LLC Agreement allocated to that number of Assigned Securities set forth on Exhibit
A represented by the Founder Shares held directly by Mercury Capital. |
| 2.2. | If
at any time the number of outstanding Founder Shares is increased or decreased by a consolidation,
combination, split or reclassification or other similar event, then, as of the effective
date of such consolidation, combination, split, reclassification or similar event, the number
of shares underlying the Economic Interest shall be adjusted in proportion to such increase
or decrease in outstanding Founder Shares. The foregoing shall not apply to (i) any increase
or decrease in the number of authorized Founder Shares or (ii) a reclassification of the
share capital of APTM, in each case in connection with the closing of the Initial Business
Combination. |
| 2.3. | Investor
acknowledges and agrees that it has no right to vote on matters of Mercury Capital as a result
of the Assigned Securities or Economic Interest, or to vote with respect to any Assigned
Securities, and it has no right to vote Assigned Securities prior to transfer of any such
shares to Investor pursuant to this Agreement. |
| 2.4. | Investor
acknowledges and agrees that if it has a right pursuant to its Economic Interest to receive
any dividends or other distributions paid in Ordinary Shares or other non-cash property,
Mercury Capital shall transfer all of its right, title and interest in such dividends or
distributions concurrently with the transfer of the Assigned Securities to such Investor
pursuant to Section 1. |
| 2.5. | If
the conditions to the transfer of the Founder Shares in Section 1 are not satisfied with
respect to any Founder Shares, then Investor shall automatically assign its Economic Interests
in such Founder Shares back to Mercury Capital, for no consideration. |
| 3. | Representations
and Warranties of Investor. Investor represents and warrants to, and agrees with, Mercury
Capital that: |
| 3.1. | No
Government Recommendation or Approval. Investor understands that no federal
or state agency has passed upon or made any recommendation or endorsement of the offering
of the Assigned Securities. |
| 3.2. | Accredited
Investor. Investor is an “accredited investor” as such term is defined in
Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities
Act”), and acknowledges that the sale contemplated hereby is being made in reliance,
among other things, on a private placement exemption to “accredited investors”
under the Securities Act and similar exemptions under state law. |
| 3.3. | Intent. Investor
is acquiring the Assigned Securities solely for investment purposes, for such Investor’s
own account (and/or for the account or benefit of its members or affiliates, as permitted),
and not with a view to the distribution thereof in violation of the Securities Act and Investor
has no present arrangement to sell Assigned Securities to or through any person or entity
except as may be permitted hereunder. |
| 3.4. | Restrictions
on Transfer; Trust Account; Redemption Rights. |
| 3.4.1. | Investor
acknowledges and agrees that, prior to their transfer hereunder, the Assigned Securities
are, and following any transfer to Investor may continue to be, subject to the transfer restrictions
as set forth in Section 8 of the Letter Agreement. |
| 3.4.2. | Investor
acknowledges and agrees that the Assigned Securities are not entitled to, and have no right,
interest or claim of any kind in or to, any monies held in the trust account into which the
proceeds of APTM’s initial public offering were deposited (the “Trust Account”)
or distributed as a result of any liquidation of the Trust Account. |
| 3.4.3. | Investor
agrees that neither it, nor its prime broker, nor any other person or entity acting on its
behalf or pursuant to any understanding with it, will allow the Investor Shares held by the
Investor to be lent out or rehypothecated. |
| 3.4.4. | Investor
agrees, solely for the benefit of and, notwithstanding anything else herein, enforceable
only by APTM, to waive any right that it may have to elect to have APTM redeem any Investor
Shares in connection with the Extension and agrees not to redeem, or otherwise exercise any
right to redeem, the Investor Shares in connection with the Extension and to reverse and
revoke any prior redemption elections made with respect to the Investor Shares in connection
with the Extension. For the avoidance of doubt, nothing in this Agreement is intended to
restrict or prohibit Investor’s ability to redeem or trade any Public Shares (other
than the Investor Shares) or redeem or trade any Investor Shares in its discretion and at
any time after the date of the Meeting. |
| 3.4.5. | Investor
acknowledges and understands the Assigned Securities are being offered in a transaction not
involving a public offering in the United States within the meaning of the Securities Act
and have not been registered under the Securities Act and, if in the future Investor decides
to offer, resell, pledge or otherwise transfer Assigned Securities, such Assigned Securities
may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective
registration statement filed under the Securities Act, (B) pursuant to an exemption
from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant
to any other available exemption from the registration requirements of the Securities Act,
and in each case in accordance with any applicable securities laws of any state or any other
jurisdiction. Investor agrees that, if any transfer of the Assigned Securities
or any interest therein is proposed to be made (other than pursuant to an effective registration
statement or Rule 144 under the Securities Act), as a condition precedent to any such transfer,
Investor may be required to deliver to APTM an opinion of counsel satisfactory to APTM that
registration is not required with respect to the Assigned Securities to be transferred. Absent
registration or another available exemption from registration, Investor agrees it will not
transfer the Assigned Securities. |
| 3.5. | Voting.
Investor agrees that it will and will cause its controlled affiliates to vote (or cause to
be voted) or execute and deliver a written consent (or cause a written consent to be executed
and delivered) all of Ordinary Shares owned, as of the applicable record date, by any of
them at the Meeting in favor of the Extension and cause all such shares to be counted as
present at the Meeting for purposes of establishing a quorum. |
| 3.6. | Sophisticated
Investor. Investor is sophisticated in financial matters and able to evaluate the risks
and benefits of the investment in the Assigned Securities. |
| 3.7. | Risk
of Loss. Investor is aware that an investment in the Assigned Securities is highly speculative
and subject to substantial risks. Investor is cognizant of and understands the risks related
to the acquisition of the Assigned Securities, including those restrictions described or
provided for in this Agreement, Mercury Capital LLC Agreement and the Letter Agreement pertaining
to transferability. Investor is able to bear the economic risk of its investment in
the Assigned Securities for an indefinite period of time and able to sustain a complete loss
of such investment. |
| 3.8. | Independent
Investigation. Investor has relied upon an independent investigation of APTM
and has not relied upon any information or representations made by any third parties or upon
any oral or written representations or assurances, express or implied, from Mercury Capital
or any representatives or agents of Mercury Capital, other than as set forth in this Agreement.
Investor is familiar with the business, operations and financial condition of APTM and has
had an opportunity to ask questions of, and receive answers from APTM’s management
concerning APTM and the terms and conditions of the proposed sale of the Assigned Securities
and has had full access to such other information concerning APTM as Investor has requested.
Investor confirms that all documents that it has requested have been made available and that
Investor has been supplied with all of the additional information concerning this investment
which Investor has requested. |
| 3.9. | Organization
and Authority. If an entity, Investor is duly organized and existing under
the laws of the jurisdiction in which it was organized and it possesses all requisite power
and authority to acquire the Assigned Securities, enter into this Agreement and perform all
the obligations required to be performed by Investor hereunder. |
| 3.10. | Non-U.S.
Investor. If Investor is not a United States person (as defined by Section 7701(a)(30)
of the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder
(collectively, the “Code”)), Investor hereby represents that it has satisfied
itself as to the full observance of the laws of its jurisdiction in connection with any invitation
to subscribe for the Assigned Securities or any use of this Agreement, including (i) the
legal requirements within its jurisdiction for the acquisition of the Assigned Securities,
(ii) any foreign exchange restrictions applicable to such acquisition, (iii) any governmental
or other consents that may need to be obtained, and (iv) the income tax and other tax consequences,
if any, that may be relevant to the acquisition, holding, redemption, sale, or transfer of
the Assigned Securities. Investor’s subscription and payment for and continued beneficial
ownership of the Assigned Securities will not violate any applicable securities or other
laws of Investor’s jurisdiction. |
| 3.11. | Authority.
This Agreement has been validly authorized, executed and delivered by Investor and (assuming
due authorization, execution and delivery by Mercury Capital and APTM) is a valid and binding
agreement of the Investor enforceable against the Investor in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally
the enforcement of, creditors’ rights and remedies or by equitable principles of general
application and except as enforcement of rights to indemnity and contribution may be limited
by federal and state securities laws or principles of public policy. |
| 3.12. | No
Conflicts. The execution, delivery and performance of this Agreement and the consummation
by Investor of the transactions contemplated hereby do not violate, conflict with or constitute
a default under (i) Investor’s organizational documents, (ii) any agreement or
instrument to which Investor is a party or (iii) any law, statute, rule or regulation to
which Investor is subject, or any order, judgment or decree to which Investor is subject,
in the case of clauses (ii) and (iii), that would reasonably be expected to prevent Investor
from fulfilling its obligations under this Agreement. |
| 3.13. | No
Advice from Mercury Capital. Investor has had the opportunity to review this Agreement
and the transactions contemplated by this Agreement and the Letter Agreement with Investor’s
own legal counsel and investment and tax advisors. Except for any statements or
representations of Mercury Capital or APTM explicitly made in this Agreement, Investor is
relying solely on such counsel and advisors and not on any statements or representations,
express or implied, of Mercury Capital or any of its representatives or agents for any reason
whatsoever, including without limitation for legal, tax or investment advice, with respect
to this investment, Mercury Capital, APTM, the Assigned Securities, the transactions contemplated
by this Agreement or the securities laws of any jurisdiction. |
| 3.14. | Reliance
on Representations and Warranties. Investor understands that the Assigned
Securities are being offered and sold to Investor in reliance on exemptions from the registration
requirements under the Securities Act, and analogous provisions in the laws and regulations
of various states, and that Mercury Capital is relying upon the truth and accuracy of the
representations, warranties, agreements, acknowledgments and understandings of Investor set
forth in this Agreement in order to determine the applicability of such provisions. |
| 3.15. | No
General Solicitation. Investor is not subscribing for Assigned Securities
as a result of or subsequent to any general solicitation or general advertising, including
but not limited to any advertisement, article, notice or other communication published in
any newspaper, magazine, or similar media or broadcast over television or radio or any seminar
or meeting whose attendees have been invited by any general solicitation or general advertising. |
| 3.16. | Brokers. No
broker, finder or intermediary has been paid or is entitled to a fee or commission from or
by Investor in connection with the acquisition of the Assigned Securities nor is Investor
entitled to or will accept any such fee or commission. |
| 4. | Representations
and Warranties of Mercury Capital. Mercury Capital represents and warrants to, and agrees
with, the Investor that: |
| 4.1. | Power
and Authority. Mercury Capital is a limited liability company duly formed and validly
existing and in good standing as a limited liability company under the laws of the State
of Delaware and possesses all requisite limited liability company power and authority to
enter into this Agreement and to perform all of the obligations required to be performed
by Mercury Capital hereunder, including the assignment, sale and transfer the Assigned Securities
and the assignment of the Economic Interest. |
| 4.2. | Authority.
All corporate action on the part of Mercury Capital and its officers, directors and members
necessary for the authorization, execution and delivery of this Agreement and the performance
of all obligations of Mercury Capital required pursuant hereto has been taken. This Agreement
has been duly executed and delivered by Mercury Capital and (assuming due authorization,
execution and delivery by Investor) constitutes Mercury Capital’s legal, valid and
binding obligation, enforceable against Mercury Capital in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance,
moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement
of, creditors’ rights and remedies or by equitable principles of general application
and except as enforcement of rights to indemnity and contribution may be limited by federal
and state securities laws or principles of public policy. |
| 4.3. | Title
to Securities. Mercury Capital is the record and beneficial owner of, and has good and
marketable title to, the Assigned Securities and will, immediately prior to the transfer
of the Assigned Securities to Investor, be the record and beneficial owner of the Assigned
Securities, in each case, 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 transfer restrictions and other terms and conditions
that apply to the Founder Shares generally and applicable securities laws). The Assigned
Securities to be transferred, when transferred to Investor as provided herein, will be 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 transfer restrictions and other terms and conditions that apply to the Founder Shares
generally, under the Letter Agreement and applicable securities laws). The Assigned Securities
are duly authorized, validly issued, fully paid and non-assessable. |
| 4.4. | No
Conflicts. The execution, delivery and performance of this Agreement and the consummation
by Mercury Capital of the transactions contemplated hereby do not violate, conflict with
or constitute a default under (i) Mercury Capital’s certificate of formation or Mercury
Capital LLC Agreement, (ii) any agreement or instrument to which Mercury Capital is a party
or by which it is bound (including the Letter Agreement and Mercury Capital LLC Agreement)
or (iii) any law, statute, rule or regulation to which Mercury Capital is subject or any
order, judgment or decree to which Mercury Capital is subject. Mercury Capital is not required
under federal, state or local law, rule or regulation to obtain any consent, authorization
or order of, or make any filing or registration with, any court or governmental agency or
self-regulatory entity in order for it to perform any of its obligations under this Agreement
or transfer the Assigned Securities in accordance with the terms hereof. |
| 4.5. | No
General Solicitation. Mercury Capital has not offered the Assigned Securities
by means of any general solicitation or general advertising within the meaning of Regulation
D of the Securities Act, including but not limited to any advertisement, article, notice
or other communication published in any newspaper, magazine, or similar media or broadcast
over television or radio or any seminar or meeting whose attendees have been invited by any
general solicitation or general advertising. |
| 4.6. | Brokers. No
broker, finder or intermediary has been paid or is entitled to a fee or commission from or
by Mercury Capital in connection with the sale of the Assigned Securities nor is Mercury
Capital entitled to or will accept any such fee or commission. |
| 4.7. | Transfer
Restrictions. Until termination of this Agreement, Mercury Capital shall not transfer
any of its Founder Shares representing the economic benefit of the Assigned Securities. |
| 4.8. | Reliance
on Representations and Warranties. Mercury Capital understands and acknowledges
that Investor is relying upon the truth and accuracy of the representations, warranties,
agreements, acknowledgments and understandings of Mercury Capital set forth in this Agreement. |
| 5. | Trust
Account. Until the earlier of (a) the consummation of APTM’s initial business combination;
(b) the liquidation of the Trust Account; and (c) 36 months from consummation of APTM’s
initial public offering or such later time as the shareholders of APTM may approve in accordance
with the Charter, APTM will maintain the investment of funds held in the Trust Account in
interest-bearing United States government securities within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less,
or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and
(d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, which
invest only in direct U.S. government treasury obligations, or maintain such funds in cash
in an interest-bearing demand deposit account at a bank. APTM further confirms that it will
not utilize any funds from its Trust Account to pay any potential excise taxes that may become
due pursuant to the Inflation Reduction Act of 2022 upon a redemption of the Public Shares,
including, but not limited to, in connection with a liquidation of APTM if it does not effect
a business combination prior to its termination date. |
| 6. | Governing
Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of New York, without giving effect
to its principles or rules of conflict of laws to the extent such principles or rules would
require or permit the application of the laws of another jurisdiction. The parties hereto
hereby waive any right to a jury trial in connection with any litigation pursuant to this
Agreement and the transactions contemplated hereby. With respect to any suit, action or proceeding
relating to the transactions contemplated hereby, the undersigned irrevocably submit to the
jurisdiction of the United States District Court or, if such court does not have jurisdiction,
the New York state courts located in the Borough of Manhattan, State of New York, which submission
shall be exclusive. |
| 7. | Assignment;
Entire Agreement; Amendment. |
| 7.1. | Assignment.
Any assignment of this Agreement or any right, remedy, obligation or liability arising
hereunder by Mercury Capital, APTM or Investor to any person shall require the prior written
consent of the other party; provided that no such consent shall be required for any such
assignment by Investor to one or more of its affiliates. |
| 7.2. | Entire
Agreement. This Agreement sets forth the entire agreement and understanding between the
parties as to the subject matter thereof and merges and supersedes all prior discussions,
agreements and understandings of any and every nature among them relating to the subject
matter hereof. |
| 7.3. | Amendment.
Except as expressly provided in this Agreement, neither this Agreement nor any term hereof
may be amended, waived, discharged or terminated other than by a written instrument signed
by the party against whom enforcement of any such amendment, waiver, discharge or termination
is sought. |
| 7.4. | Binding
upon Successors. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and to their respective heirs, legal representatives, successors and permitted
assigns. |
| 8. | Notices.
Unless otherwise provided herein, any notice or other communication to a party hereunder
shall be sufficiently given if in writing and personally delivered or sent by facsimile or
other electronic transmission with copy sent in another manner herein provided or sent by
courier (which for all purposes of this Agreement shall include Federal Express or another
recognized overnight courier) or mailed to said party by certified mail, return receipt requested,
at its address provided for herein or such other address as either may designate for itself
in such notice to the other. Communications shall be deemed to have been received
when delivered personally, on the scheduled arrival date when sent by next day or 2nd-day
courier service, or if sent by facsimile upon receipt of confirmation of transmittal or,
if sent by mail, then three days after deposit in the mail. If given by electronic transmission,
such notice shall be deemed to be delivered (a) if by electronic mail, when directed
to an electronic mail address at which the party has provided to receive notice; and (b) if
by any other form of electronic transmission, when directed to such party. |
| 9. | Counterparts.
This Agreement may be executed in two or more counterparts, all of which when taken together
shall be considered one and the same agreement and shall become effective when counterparts
have been signed by each party and delivered to the other party, it being understood that
both parties need not sign the same counterpart. Counterparts may be delivered via facsimile,
electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act
of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or
other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart
so delivered shall be deemed to have been duly and validly delivered and be valid and effective
for all purposes. |
| 10. | Survival;
Severability |
| 10.1. | Survival.
The representations, warranties, covenants and agreements of the parties hereto shall survive
the closing of the transactions contemplated hereby. |
| 10.2. | Severability.
In the event that any provision of this Agreement becomes or is declared by a court of competent
jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full
force and effect without said provision; provided that no such severability shall be effective
if it materially changes the economic benefit of this Agreement to any party. |
| 11. | Headings.
The titles and subtitles used in this Agreement are used for convenience only and are
not to be considered in construing or interpreting this Agreement. |
| 12. | Disclosure;
Waiver. In connection with the entry into this agreement, APTM shall, by 9:30 a.m., New
York City time, on the business day immediately following the date hereof (such date and
time, the “Disclosure Time”), issue on or more press releases or file
with the U.S. Securities and Exchange Commission a Current Report on Form 8-K disclosing
all material terms of the transactions contemplated hereby and any other material nonpublic
information that APTM, Mercury Capital or any of their respective officers, directors, employees
or representatives has provided to Investor at any time prior to the Disclosure Time. APTM
shall make such disclosures to ensure that, as of the Disclosure Time, Investor shall not
be in possession of any material, nonpublic information received from APTM, Mercury Capital
or any of their respective officers, directors, employees or representatives. The parties
to this Agreement shall cooperate with one another to assure that such disclosure is accurate.
APTM agrees that the name of the Investor shall not be included in any public disclosures
related to this Agreement unless required by applicable law, regulation or stock exchange
rule. Investor (i) acknowledges that Mercury Capital may possess or have access to material
non-public information which has not been communicated to the Investor; (ii) hereby waives
any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have
or may hereafter acquire, whether presently known or unknown, against Mercury Capital or
any of APTM’s officers, directors, employees, agents, affiliates, subsidiaries, successors
or assigns relating to any failure to disclose any non-public information in connection with
the transaction contemplated by this Agreement, including any potential business combination
involving APTM, including without limitation, any claims arising under Rule 10-b(5) of the
Exchange Act; and (iii) is aware that Mercury Capital is relying on the truth of the representations
set forth in Section 3 of this Agreement and the foregoing acknowledgement and waiver in
this Section 12, in connection with the transactions contemplated by this Agreement. |
| 13. | Independent
Nature of Rights and Obligations. Nothing contained herein, and no action taken by any
party pursuant hereto, shall be deemed to constitute Investor and Mercury Capital as, and
Mercury Capital acknowledges that Investor and Mercury Capital do not so constitute, a partnership,
an association, a joint venture or any other kind of entity, or create a presumption that
Investor and Mercury Capital are in any way acting in concert or as a group with respect
to such obligations or the transactions contemplated by this Agreement or any matters, and
Mercury Capital acknowledges that Investor and Mercury Capital are not acting in concert
or as a group, and Mercury Capital shall not assert any such claim, with respect to such
obligations or the transactions contemplated by this Agreement. |
| 14. | Most
Favored Nation. In the event Mercury Capital or APTM has entered into or enters into
one or more other non-redemption agreements before or after the execution of this Agreement
in connection with the Meeting (each, an “Other Agreement”, and the counterparty
thereto, an “Other Investor”), Mercury Capital and APTM represent and
covenant that the terms of such other agreements are not materially more favorable to such
other investors thereunder than the terms of this Agreement are in respect of the Investor.
To avoid doubt, Mercury Capital and APTM acknowledge and agree that a ratio of Investor Shares
to Assigned Securities in any Other Agreement that is more favorable to the applicable Other
Investor than such ratio in this Agreement is to Investor would be materially more favorable
to such Other Investor. In the event that another investor is afforded any such more favorable
terms than the Investor, Mercury Capital shall promptly inform the Investor of such more
favorable terms in writing, and the Investor shall have the right to elect to have such more
favorable terms included herein, in which case the parties hereto shall promptly amend this
Agreement to effect the same. |
[Signature
pages follow]
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
| |
INVESTOR |
| |
|
|
| |
By: |
|
| |
Name: |
|
| |
Title: |
|
[Signature Page to Non-Redemption Agreement]
|
SPAC: |
| |
|
|
| |
ALPHA PARTNERS TECHNOLOGY MERGER CORP. |
| |
|
|
By: |
|
| |
Name: |
Kanishka Roy |
| |
Title: |
President & CEO |
|
MERCURY CAPITAL: |
| |
|
|
| |
MERCURY CAPITAL, LLC |
| |
|
|
| |
By: |
|
| |
Name: |
Kanishka Roy |
| |
Title: |
Manager |
EXHIBIT
A
| Investor |
|
Assigned Securities / Economic
Interest
Assigned (1) |
|
Number of Public Shares to
be Held as Investor
Shares (2) |
| [●] |
|
[●] Class B Ordinary Shares |
|
[●] Class A Ordinary Shares |
| |
|
|
|
|
| Address: |
|
|
|
|
| SSN/EIN: |
|
|
|
|
| (1) | Up
to 350,000 Founder Shares. |
| (2) | Equal
to the lesser of (i) 1,400,000 Public Shares, and (ii) 9.9% of the Public Shares that are not to be redeemed, including those Public
Shares subject to non-redemption agreements with other APTM shareholders similar to this Agreement on or about the date of the Meeting. |
EXHIBIT
B
FORM
OF JOINDER
TO
LETTER
AGREEMENT
AND
REGISTRATION
RIGHTS AGREEMENT
______,
20_
Reference
is made to that certain Non-Redemption Agreement and Assignment of Economic Interest, dated as of January ,
2024 (the “Agreement”), by and among (“Investor”), Alpha Partners Technology Merger
Corp. (the “Company”) and Mercury Capital, LLC (the “Mercury Capital”), pursuant to which Investor
acquired securities of the Company from Mercury Capital. Capitalized terms used and not otherwise defined herein shall have the meanings
given to such terms in the Agreement.
By
executing this joinder, Investor hereby agrees, as of the date first set forth above, that Investor (i) shall become a party to that
certain Letter Agreement, dated July 27, 2021, by and among the Company and the other parties thereto (as it exists on the date of the
Agreement, the “Letter Agreement”), solely with respect to Section 8 of the Letter Agreement, and shall be bound by,
and shall be subject to the restrictions set forth under, the terms and provisions of such section of the Letter Agreement as an Insider
(as defined therein) solely with respect to its Assigned Securities, provided, however, that the Investor shall be permitted to transfer
its Assigned Securities to its affiliates; and (ii) shall become a party to that certain Registration Rights Agreement, dated July 27,
2021, by and among the Company and the other parties thereto (as it exists on the date of the Agreement, the “Registration Rights
Agreement”), and shall be bound by the terms and provisions of the Registration Rights Agreement as a Holder (as defined therein) and
entitled to the rights of a Holder under the Registration Rights Agreement and the Assigned Securities (together with any other equity
security of the Company issued or issuable with respect to any such Assigned Securities by way of a share dividend or share subdivision
or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization) shall be “Registrable
Securities” thereunder.
For
the purposes of clarity, it is expressly understood and agreed that each provision contained herein, in the Letter Agreement (to the
extent applicable to Investor) and the Registration Rights Agreement is between the Company and Investor, solely, and not between and
among Investor and the other shareholders of the Company signatory thereto.
This joinder may be executed in two or more counterparts, and by facsimile, all of which shall be deemed an original and all of which
together shall constitute one instrument.
| |
[INVESTOR] |
| |
|
|
| |
By: |
|
| |
Name: |
|
| |
Title: |
|
| ACKNOWLEDGED
AND AGREED: |
|
| |
|
|
| ALPHA PARTNERS TECHNOLOGY MERGER CORP. |
| |
|
|
| By: |
|
|
| Name: |
Kanishka Roy |
|
| Title: |
President & CEO |
|
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