S-1/A 1 dp147733_s1a.htm FORM S-1/A

As filed with the U.S. Securities and Exchange Commission on March 12, 2021.

Registration No. 333-253221

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

 

Amendment No. 1 to

FORM S-1 

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

Alpha Partners Technology Merger Corp.  

(Exact Name of Registrant as Specified in Its Charter)

 

Cayman Islands 6770 98-1581691
(State or Other Jurisdiction of
Incorporation or Organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)
     
 

One Penn Plaza 

36th Floor 

New York, NY 10119 

Tel: +1 212 906 4480 

 
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
 
 

Matt Krna

One Penn Plaza

36th Floor

New York, NY 10119

Tel: +1 212 906 4480

 
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
 
  Copies to:  

Derek J. Dostal

Leonard Kreynin

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Tel: (212) 450-4000

 

Frank Lopez, Esq. 

Jonathan Ko, Esq. 

Paul Hastings LLP 

200 Park Avenue 

New York, NY 10166

(212) 318-6800

         

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company ☒ 
      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 7(a)(2)(B) of the Securities Act.

 
CALCULATION OF REGISTRATION FEE
Title Of Each Class Of Securities To Be Registered Amount To Be Registered Proposed Maximum Offering Price Per Unit(1) Proposed Maximum Aggregate Offering Price(1) Amount Of
Registration Fee(5)
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of a redeemable Warrant to acquire one Class A ordinary share(2) 28,750,000 units $ 10.00 $ 287,500,000 $ 31,366.25
Class A ordinary shares included as part of the Units(3) 28,750,000 shares (4)
Redeemable warrants to acquire one Class A ordinary share included as part of the Units(3) 9,583,333 warrants (4)
Class A ordinary shares underlying redeemable warrants(3) 9,583,333 shares $ 11.50 $ 110,208,330 12,023.73
Total     $ 397,708,330 $ 43,389.98
(1)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.

(2)Includes 3,750,000 Units, consisting of 3,750,000 Class A ordinary shares and 1,250,000 warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.

(3)Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share capitalizations or similar transactions.

(4)No fee pursuant to Rule 457(g).

(5)Previously paid.

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 
 

EXPLANATORY NOTE

 

Alpha Partners Technology Merger Corp. is filing this Amendment No. 1 to its registration statement on Form S-1 (File No. 333-253221) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.

 

 

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16. Exhibits and Financial Statement Schedules.

 

(a) Exhibits. The following exhibits are being filed herewith:

 

EXHIBIT NO. 

DESCRIPTION 

1.1 Form of Underwriting Agreement.
3.1 Memorandum and Articles of Association. **
3.2 Form of Amended and Restated Memorandum and Articles of Association.
4.1 Specimen Unit Certificate.
4.2 Specimen Ordinary Share Certificate.
4.3 Specimen Warrant Certificate.
4.4 Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.
5.1 Opinion of Davis Polk & Wardwell LLP.
5.2 Opinion of Maples and Calder (Cayman) LLP, Cayman Islands Legal Counsel to the Registrant.
10.1 Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.
10.2 Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.
10.3 Form of Private Placement Warrant Agreement between the Registrant and the Sponsor.
10.4 Form of Indemnity Agreement.
10.5 Form of Administrative Services Agreement between the Registrant and the Sponsor.
10.6 Promissory Note, dated as of February 5, 2021, issued to an affiliate of the Registrant. **
10.7 Securities Subscription Agreement, dated February 5, 2021, between the Registrant and an affiliate of the Sponsor. **
10.8 Form of Letter Agreement between the Registrant, the Sponsor and each director and officer of the Registrant.
23.1 Consent of Marcum LLP. **
23.2 Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1).
23.3 Consent of Maples and Calder (included in Exhibit 5.2).
24.1 Power of Attorney (included on the signature page to the initial filing of this Registration Statement). **
99.1 Consent of Scott Grimes**
99.2 Consent of John Rice**
99.3 Consent of Marcie Vu**
99.4 Consent of Tracy R. Wolstencroft**

 

** Previously filed.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York on the 12th day of March 2021.

 

  Alpha Partners Technology Merger Corp.
   
   
  By: /s/ Matthew R. Krna
    Name: Matthew R. Krna
    Title: CEO

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature Title Date
/s/ Matthew R. Krna

Matthew R. Krna

Chief Executive Officer and Director

March 12, 2021
     
*

Sean O’Brien

Chief Financial Officer

March 12, 2021
     
*

Michael D. Ryan

Board Chair and Director

March 12, 2021
     
*

Steve Brotman

Director

March 12, 2021

 

 

*By: /s/ Matthew R. Krna  
  Name: Matthew R. Krna  
  Title: Attorney-in-fact  

 

 
 

AUTHORIZED REPRESENTATIVE

 

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of Alpha Partners Technology Merger Corp., in the City of New York, New York on the 12th day of March 2021.

 

 

   By: /s/ Matthew R. Krna
    Name: Matthew R. Krna       
    Title: CEO