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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 11, 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) |
(Zip Code) |
Registrant’s telephone number, including
area code: (212) 906-4480
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
| ☐ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | 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.
On December 11, 2023, Alpha Partners Technology
Merger Corp. (the “Company”) issued a press release announcing it will redeem all of its outstanding Class A ordinary shares,
effective as of December 27, 2023. Because of the termination of its previously announced letter-of-intent, the board of directors has
determined that it is in the best interests of the shareholders to liquidate and redeem all of the Class A Shares.
A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information in this Item 7.01 and Exhibit
99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in
such filing.
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. For example, statements about the expectation that the Company will cease all of its operations,
the anticipated date upon which the shares will cease trading and be deemed cancelled, and the expected timing of the completion of the
redemption are forward-looking statements. 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. 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following
exhibits are filed with this Form 8-K:
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 11, 2023
ALPHA PARTNERS TECHNOLOGY MERGER CORP. |
|
|
|
|
By: |
/s/ Sean O’Brien |
|
Name: |
Sean O’Brien |
|
Title: |
Chief Financial Officer |
|
Exhibit 99.1
FOR IMMEDIATE RELEASE
Alpha Partners Technology Merger Corp. Announces
Redemption of Class A Ordinary Shares
New York, NY – December 11, 2023 – Alpha Partners
Technology Merger Corp. (the “Company”) today announced that it will redeem all of its outstanding Class A ordinary shares
(the “Class A Shares”), effective as of December 27, 2023. Because of the termination of its previously announced letter-of-intent,
the board of directors has determined that it is in the best interests of the shareholders to liquidate and redeem all of the Class A
Shares.
As stated in the Company’s amended and restated memorandum and
articles of association, if the Company does not consummate an initial business combination within 36 months of the closing of the Company’s
initial public offering, or such earlier date as determined by the board of directors, the Company will: (i) cease all operations except
for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Class
A Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Company’s trust account (the
“Trust Account”) held with Continental Stock Transfer & Trust Company (“Continental”), including interest
earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to $100,000 of interest
income to pay dissolution expenses), divided by the number of then outstanding Class A Shares, which redemption will completely extinguish
the rights of the holders of Class A Shares (including the right to receive further liquidation distributions, if any), and (iii) as promptly
as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate
and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for
claims of creditors and in all cases subject to the other requirements of applicable law.
Net of taxes and dissolution expenses, the per-share redemption price
for the Class A Shares is expected to be approximately $10.67 (the “Redemption Amount”).
The Company anticipates that the Class A Shares will cease trading
as of the close of business on December 26, 2023. As of December 27, 2023, the Class A Shares will be deemed cancelled and will represent
only the right to receive the Redemption Amount. After December 27, 2023, the Company shall cease all operations except for those required
to wind up the Company’s business.
There will be no redemption rights or liquidating distributions with
respect to the Company’s warrants, which will expire worthless. The Company’s initial shareholders waived their redemption
rights with respect to the outstanding Class B ordinary shares issued prior to the Company’s initial public offering.
In order to provide for the disbursement of funds from the Trust Account,
the Company has instructed Continental to take all necessary actions to liquidate the Trust Account. Registered holders may redeem their
shares for their pro rata portion of the proceeds of the Trust Account upon presentation of their respective share or unit certificates
or other delivery of their shares or units to Continental, the Company’s transfer agent. Beneficial owners of Class A Shares held
in “street name,” however, will not need to take any action in order to receive the Redemption Amount. The redemption of the
Class A Shares is expected to be completed within ten business days after December 27, 2023.
The Company expects that The Nasdaq Stock Market will file a Form 25
with the U.S. Securities and Exchange Commission (the “SEC”) to delist its securities. The Company thereafter expects to file
a Form 15 with the SEC to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.
About Alpha Partners Technology Merger Corp.
Alpha Partners Technology Merger Corp. was formed for the purpose of
effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with
one or more businesses. For more information, please visit www.aptmspac.com.
Cautionary Statement Concerning Forward-Looking
Statements
Certain statements in this press release may be
considered forward-looking statements. Forward-looking statements generally relate to future events or the future financial or operating
performance of the Company. For example, statements about the expectation that the Company will cease all of its operations, the anticipated
date upon which the shares will cease trading and be deemed cancelled, and the expected timing of the completion of the redemption are
forward-looking statements. 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. These forward-looking statements are based upon
estimates and assumptions that, while considered reasonable by the Company, are inherently uncertain.
Nothing in this press release 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.
Investor Contacts
Sean O’Brien
Chief Financial Officer for Alpha Partners Technology
Merger Corp.
Email: sean@alphapartners.com
Jay Kolbe
Impact Partners for Alpha Partners Technology
Merger Corp.
Email: jkolbe@ImpactPartners.llc
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