UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under
the Securities Exchange Act of 1934
(Amendment No. )*
Alpha Partners
Technology Merger Corp.
(Name
of Issuer)
Class A Ordinary Shares, par value $0.0001
per share
(Title of Class of Securities)
G63290111
(CUSIP Number)
Kanishka Roy
c/o Mercury Capital, LLC
4413 South Nepal Street
Centennial, CO 80015
617-459-8384
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communication)
December 28, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e),
§240.13d-1(f) or §240.13d-1(g), check the following box: ☐
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 |
NAMES OF REPORTING PERSONS
Mercury Capital, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐
(b) ☐
|
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
Not Applicable |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
| 8 |
SHARED VOTING POWER
3,902,648(1) |
| 9 |
SOLE DISPOSITIVE POWER
-0- |
| 10 |
SHARED DISPOSITIVE POWER
3,902,648(1) |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,902,648(1) |
| 12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES See Instructions)
|
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.02%(2) |
| 14 |
TYPE
OF REPORTING PERSON (See Instructions)
OO |
| (1) | The reported amount consists of 3,902,648 Class A ordinary shares (“Class A Shares”) issuable
upon the conversion of 3,902,648 Class B ordinary shares (“Class B Shares”) held by Mercury Capital, LLC (“Mercury”),
at Mercury’s option. |
| (2) | The percentage used herein is calculated based on the 15,582,409 Class A Shares outstanding as of November
17, 2023, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
17, 2023, as increased by 3,902,648 Class A Shares issuable upon the conversion of 3,902,648 Class B Shares held by Mercury. |
| 1 |
NAMES OF REPORTING PERSONS
Kanishka Roy |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐
(b) ☐
|
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS (See Instructions)
AF |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) ☐
Not Applicable |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
| 8 |
SHARED VOTING POWER
3,902,648(3) |
| 9 |
SOLE DISPOSITIVE POWER
-0- |
| 10 |
SHARED DISPOSITIVE POWER
3,902,648(3) |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,902,648(3) |
| 12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES See Instructions)
|
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.02% |
| 14 |
TYPE
OF REPORTING PERSON (See Instructions)
IN |
| (3) | Kanishka Roy is the manager of Mercury and may be deemed to
have or share beneficial ownership of the shares held Mercury. |
Item 1. Security and Issuer.
The class of equity security
to which this statement on Schedule 13D relates are the Class A ordinary shares, par value $0.0001 per share (“Class A Shares”),
of Alpha Partners Technology Merger Corp., a Cayman
Islands exempted company (the “Issuer”). The address of the principal executive offices of the Issuer is Empire
State Building, 20 West 34th Street, Suite 4215, New York, New York 10001.
Item 2. Identity and Background.
| (a) | This statement on Schedule 13D is being filed by Mercury Capital, LLC (“Mercury”), a Delaware
limited liability company. |
| (b) | The business address of Mercury is 4413 South Nepal Street, Centennial, Colorado 80015. |
| (c) | The present principal business of Mercury is the holding of and investment management with respect to
securities. |
| (d) | Mercury has not, during the last five years, been convicted in a criminal proceeding. |
| (e) | Mercury has not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction or and, as a result of which such person was, or is subject
to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state
securities laws or finding any violation with respect to such laws. |
Item 3. Source and Amount of Funds
or Other Consideration.
On December 27, 2023,
the Issuer, Alpha Partners Technology Merger Sponsor LLC (“Alpha Partners Sponsor”) and Mercury entered into a purchase agreement
(the “Purchase Agreement”), pursuant to which, at a closing on December 28, 2023 (the “Closing”), Mercury (i) purchased
3,902,648 founder units of the Issuer from Alpha Partners Sponsor, each unit consisting of one Class B ordinary share (“Class B
Shares”) and one-third of one redeemable warrant to acquire one Class B Share, which founder units are subject to forfeiture in
certain circumstances, and (ii) became entitled to 70% of 2,030,860 founder units that Alpha Partners Sponsor placed in escrow at
the Closing to the extent such founder units are allocated to investors who hold and do not redeem their Class A Shares of the Issuer
at the time of the Issuer’s initial business combination, for an aggregate purchase price of $1.
The source of funds for the
acquisitions described above was working capital of Mercury.
Item 4. Purpose of Transaction.
As announced in the Issuer’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on January 5, 2024, Mercury (i) purchased 3,902,648
founder units of the Issuer from Alpha Partners Sponsor, each unit consisting of one Class B Shares and one-third of one redeemable warrant
to acquire one Class B Share, which founder units are subject to forfeiture in certain circumstances, and (ii) became entitled to
70% of 2,030,860 founder units that Alpha Partners Sponsor placed in escrow at the Closing to the extent such founder units are allocated
to investors who hold and do not redeem their Class A Shares of the Issuer at the time of the Issuer’s initial business combination.
Such securities were acquired and are held for investment purposes, but Mercury may review and evaluate strategic alternatives, opportunities
to increase stockholder value, Issuer operations, governance and control, and other matters related to the Issuer. Depending on market
conditions and other factors (including evaluation of the Issuer’s businesses and prospects, availability of funds, alternative
uses of funds and general economic conditions), Mercury may from time to time acquire additional securities of the Issuer or dispose of
all or a portion of its investment in the Issuer.
Following
the Closing, Mercury beneficially owns approximately 55% of the Issuer’s outstanding Class B Shares, has the power to appoint the
officers of the Issuer and a majority of the Issuer’s Board of Directors (the “Board”), and may therefore be deemed
to control the Issuer.
On
December 28, 2023, Michael D. Ryan, Steve Brotman, Scott Grimes, John Rice, Marcie Vu and Tracy R. Wolstencroft resigned as members
of the Board, and Matt Krna and Sean O’Brien resigned from their respective positions of Chief Executive Officer and Chief Financial
Officer of the Issuer. On January 2, 2024, Mercury and the other holders of the Issuer’s Class B Shares appointed Michael Dinsdale,
Alan Black and David Sable to the Board. On January 3, 2024, the Board appointed Kanishka Roy as President, Chief Executive Officer, Secretary
and Treasurer of the Issuer.
Except as set forth in the
preceding paragraphs and in Item 6 of this statement on Schedule 13D, as of the date hereof, Mercury does not have any plan or proposal
that relates to or would result in any of the transactions enumerated in sub items (a) through (j) of the instructions to Item 4 of Schedule
13D.
Notwithstanding the foregoing,
Mercury reserves the right to effect any such actions as it may deem necessary or appropriate in the future.
Item 5. Interest in Securities
of the Issuer
| (a) | The information contained on the cover page of this statement on Schedule 13D and the footnotes thereto
is incorporated herein by reference. |
| (b) | The information contained on the cover page of this statement
on Schedule 13D and the footnotes thereto is incorporated herein by reference. |
| (c) | Except as described herein, during the 60 days preceding the date of this statement on Schedule 13D, Mercury
has not effected any transactions in the Class A Shares of the Issuer. |
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Purchase Agreement
The information contained
in Item 3 of this statement on Schedule 13D relating to the Purchase Agreement is incorporated herein by reference.
Alpha
Partners Sponsor and Mercury each agreed to pay $112,500 in Extension Contributions (as defined in the Issuer’s definitive proxy
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 Issuer accrued and outstanding as of the Closing and will deliver founder units to Mercury to the extent such liabilities are unsatisfied
or Alpha Partners Sponsor’s obligation to make Extension Contributions is not satisfied.
Following
the Closing, Alpha Partners Sponsor has no further obligations with respect to the Issuer and Mercury assumed all obligations relating
to the Issuer, including, (i) to cause the Issuer to file a proxy statement providing public investors of the Issuer with the option to
accept a revised trust extension arrangement or redeem their Class A Shares and receive their pro rata share of the Issuer’s
trust account, (ii) to cause the Issuer to satisfy all of its public reporting requirements as well as taking all action to cause the
Issuer to remain listed on Nasdaq, (iii) the payment of all Extension Contributions after January 2024 and working capital of the Issuer,
at the discretion of Mercury, and (iv) all other obligations of Alpha Partners Sponsor related to the Issuer.
The
foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the text of the Purchase
Agreement, which is filed as an exhibit hereto and incorporated herein by reference.
Subscription
Agreement
On
January 3, 2024, the Issuer, Mercury and Palmeira Investment Limited (the “Investor”) entered into a subscription agreement
(the “Subscription Agreement”), pursuant to which Mercury may raise up to $1,500,000 from the Investor to fund extension payments
and working capital for the Issuer, including $250,000 upon the execution of the Subscription Agreement, $250,000 on February 1, 2024,
and as otherwise called by Mercury in its discretion. At the closing of the Issuer’s initial business combination, Mercury will
forfeit 0.85 Class B Shares, and the Issuer will issue an equal number of Class A Shares to the Investor, for each dollar funded by the
Investor pursuant to the Subscription Agreement. If the Issuer’s initial business combination does not occur, Mercury will not forfeit
any shares.
Prior
to the consummation of the Issuer’s initial business combination, the Investor has the right to appoint one representative to the
Board and Mercury agreed to vote its shares in favor of such representative. In addition, the Issuer agreed not to enter into a definitive
agreement with respect to a proposed business combination without the prior written consent of Mercury 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 as an exhibit hereto and incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
| Exhibit No. |
|
Description |
| 1 |
|
Purchase Agreement, dated December 27, 2023, by and among Alpha Partners Technology Merger Corp., Alpha Partners Technology Merger Sponsor LLC and Mercury Capital, LLC (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 5, 2024). |
| 2 |
|
Subscription Agreement, dated January 3, 2024, by and among Palmeira Investment Limited, Alpha Partners Technology Merger Corp. and Mercury Capital, LLC (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 5, 2024). |
| 99.1 |
|
Joint Filing Agreement, dated as of February 5, 2024, among the Reporting Persons. |
SIGNATURES
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct.
Date: February 5, 2024
| |
By: |
/s/ Kanishka Roy |
| |
Name: |
Kanishka Roy |
| |
Title: |
Authorized Person |
| |
/s/ Kanishka Roy |
| |
Name: Kanishka Roy |
6
Exhibit 99.1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13D-1(K)(1)
The
undersigned acknowledge and agree that the Statement on Schedule 13D filed with the Securities and Exchange Commission on or about the
date hereof with respect to the beneficial ownership by the undersigned of the Class A ordinary shares, par value $0.0001 per share,
of Alpha Partners Technology Merger Corp., a Cayman Islands exempted company,
is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned that is named as a reporting person in such filing without the necessity of filing an additional joint filing
agreement. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the
information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This
joint filing agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one
and the same instrument.
Dated: February 5, 2024
| |
By: |
/s/ Kanishka Roy |
| |
Name: |
Kanishka Roy |
| |
Title: |
Authorized Person |
| |
/s/ Kanishka Roy |
| |
Name: Kanishka Roy |
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