References in this report (the "Quarterly Report") to "we," "us" or the
"Company" refer to Alpha Partners Technology Merger Corp. References to our
"management" or our "management team" refer to our officers and directors, and
references to the "Sponsor" refer to Alpha Partners Technology Merger Sponsor
LLC The following discussion and analysis of the Company's financial condition
and results of operations should be read in conjunction with the unaudited
condensed financial statements and the notes thereto contained elsewhere in this
Quarterly Report. Certain information contained in the discussion and analysis
set forth below includes forward-looking statements that involve risks and
uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes "forward-looking statements" that are not
historical facts and involve risks and uncertainties that could cause actual
results to differ materially from those expected and projected. All statements,
other than statements of historical fact included in this Quarterly Report
including, without limitation, statements in this "Management's Discussion and
Analysis of Financial Condition and Results of Operations" regarding the
Company's financial position, business strategy and the plans and objectives of
management for future operations, are forward-looking statements. Words such as
"expect," "believe," "anticipate," "intend," "estimate," "seek" and variations
and similar words and expressions are intended to identify such forward-looking
statements. Such forward-looking statements relate to future events or future
performance, but reflect management's current beliefs, based on information
currently available. A number of factors could cause actual events, performance
or results to differ materially from the events, performance and results
discussed in the forward-looking statements. For information identifying
important factors that could cause actual results to differ materially from
those anticipated in the forward-looking statements, please refer to the Risk
Factors section of the Company's final prospectus for its Initial Public
Offering (as defined below) filed with the U.S. Securities and Exchange
Commission (the "SEC"). The Company's securities filings can be accessed on the
EDGAR section of the SEC's website at www.sec.gov. Except as expressly required
by applicable securities law, the Company disclaims any intention or obligation
to update or revise any forward-looking statements whether as a result of new
information, future events or otherwise.
Overview
We are a blank check company incorporated on February 5, 2021 as a Cayman Island
exempted company and formed for the purpose of effectuating a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses, which we refer to throughout
this Quarterly Report as our "initial business combination". We intend to
effectuate our initial business combination using cash from the proceeds of the
initial public offering (the "Initial Public Offering") and the private
placement of the Private Placement Units (as defined below), the proceeds of the
sale of our shares in connection with our initial business combination (pursuant
to forward purchase agreements or backstop agreements we may enter into
following the consummation of the Initial Public Offering or otherwise), shares
issued to the owners of the target, debt issued to bank or other lenders or the
owners of the target, or a combination of the foregoing.
Results of Operations
We have neither engaged in any operations nor generated any operating revenues
to date. Our only activities for the period from February 5, 2021 (inception)
through September 30, 2021 were organizational activities, those necessary to
prepare for the Initial Public Offering, described below, and, after our Initial
Public Offering, identifying a target company for a business combination.. We do
not expect to generate any operating revenues until after the completion of our
initial business combination. We will generate
non-operating
income in the form of interest income on cash and cash equivalents held after
the Initial Public Offering. We incur expenses as a result of being a public
company (for legal, financial reporting, accounting and auditing compliance), as
well as for due diligence expenses.

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For the three months ended September 30, 2021, we recorded net income of
$3,013,329, which resulted from a gain on fair value of warrant liability of
$3,812,458 and interest and dividend income on investments held in the trust
account in the amount of $2,353, partially offset by expensed offering costs of
$521,414 and formation and operating costs of $280,068.
For the period from February 5, 2021 (inception) through September 30, 2021, we
recorded net income of $973,440, which resulted from a gain on fair value of
warrant liability of $2,997,875 and interest and dividend income on investments
held in the trust account in the amount of $2,353, partially offset by a loss on
sale of warrants of $1,213,542, expensed offering costs of $521,414, and
formation costs of $291,832.
Liquidity and Capital Resources
For the period from February 5, 2021 (inception) through September 30, 2021, net
cash used in operating activities was $847,941, which was due to the change in
fair value of the warrant liability of $2,997,875, changes in working capital of
$567,873, and interest and dividend income on the investments held in the trust
account of $2,353, partially offset by a
non-cash
loss on the sale of warrants of $1,213,542, net income of $973,440, expensed
offering costs added back to net income of $521,414, and the payment of
formation costs by an affiliate of our sponsor in exchange for the issuance of
Class B ordinary shares of $11,764.
For the period from February 5, 2021 (inception) through September 30, 2021, net
cash used in investing activities of $282,500,000 was the result of the amount
of net proceeds from the Initial Public Offering and the private placement sale
of warrants being deposited to the trust account.
For the period from February 5, 2021 (inception) through September 30, 2021, net
cash provided by financing activities was $285,715,719, which was due to
proceeds from the initial public offering, net of underwriter's discount paid
less reimbursement of $278,019,000, proceeds from sale of Private Placement
Units of $8,650,000 and an advance from an anchor investor of $501,362, offset
in part by the payment of offering costs of $775,795, the repayment of a portion
of the advance from the anchor investor of $500,681, and the repayment of the
promissory note-related party of $178,167.
On July 30, 2021, we consummated the Initial Public Offering of 25,000,000
units, at $10.00 per unit, generating gross proceeds of $250,000,000. Each unit
consisted of one Class A ordinary share (the "Public Shares"), $0.0001 par
value, and
one-third
of one redeemable warrant ("Public Warrant"). Each Public Warrant entitles the
holder to purchase one Class A ordinary share at an exercise price of $11.50 per
whole share.
Simultaneously with the closing of the Initial Public Offering, the Sponsor and
anchor investors purchased an aggregate of 800,000 units at a price of $10.00
per unit (the "Private Placement Units") ($8,000,000 in the aggregate). Each
Private Placement Unit is exercisable to purchase one Class A ordinary share
(the "Private Placement Shares") and
one-third
of one redeemable warrant (the "Private Placement Warrants") at a price of
$11.50 per share. A portion of the proceeds from the sale of the Private
Placement Units were added to the net proceeds from the Initial Public Offering
held in the Trust Account. If we do not complete our initial business
combination within 24 months from the closing of the Initial Public Offering,
the proceeds from the sale of the Private Placement Warrants will be used to
fund the redemption of the Public Shares (subject to the requirements of
applicable law) and the Private Placement Units will expire worthless.

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We had granted the underwriters in the Initial Public Offering a
45-day
option to purchase up to 3,750,000 additional units to cover over-allotments, if
any. On August 5, 2021, the underwriters partially exercised the over-allotment
option and purchased an additional 3,250,000 units, generating gross proceeds of
$32,500,000.
Simultaneously with the closing of the exercise of the over-allotment option, we
consummated the sale of 65,000 units at a purchase price of $10.00 per unit in a
private placement to our sponsor, generating gross proceeds of $650,000.
As of September 30, 2021, we had cash of $2,367,778 held outside the trust
account. We will use these funds to primarily identify and evaluate prospective
partner businesses, perform business due diligence on prospective partner
businesses, travel to and from the offices, plants or similar locations of
prospective partner businesses or their representatives or owners, review
corporate documents and material agreements of prospective partner businesses,
and structure, negotiate and complete a business combination.
We intend to use substantially all of the funds held in the trust account,
including any amounts representing interest earned on the trust account (less
taxes payable and deferred underwriting commissions), to complete our initial
business combination. We may withdraw interest income (if any) to pay income
taxes, if any. Our annual income tax obligations will depend on the amount of
interest and other income earned on the amounts held in the trust account. We
expect the interest income earned on the amount in the trust account (if any)
will be sufficient to pay our income taxes. To the extent that our equity or
debt is used, in whole or in part, as consideration to complete our initial
business combination, the remaining proceeds held in the trust account will be
used as working capital to finance the operations of the prospective partner,
make other acquisitions and pursue our growth strategies.
In order to fund working capital deficiencies or finance transaction costs in
connection with an intended initial business combination, our sponsor or an
affiliate of our sponsor or certain of our officers and directors may, but are
not obligated to, loan us funds as may be required. If we complete our initial
business combination, we may repay such loaned amounts. In the event that our
initial business combination does not close, we may use a portion of the working
capital held outside the trust account to repay such loaned amounts but no
proceeds from our trust account would be used for such repayment. Up to
$1,500,000 of such loans may be convertible into units of the post-business
combination company at a price of $10.00 per unit at the option of the lender.
The units would be identical to the private placement units. The terms of such
loans, if any, have not been determined and no written agreements exist with
respect to such loans. Prior to the completion of our initial business
combination, we do not expect to seek loans from parties other than our sponsor,
members of our management team or any of their affiliates as we do not believe
third parties will be willing to loan such funds and provide a waiver against
any and all rights to seek access to funds in our trust account.
We do not believe we will need to raise additional funds following the Initial
Public Offering in order to meet the expenditures required for operating our
business prior to our initial business combination. However, if our estimates of
the costs of identifying a target business, undertaking
in-depth
due diligence and negotiating an initial business combination are less than the
actual amount necessary to do so, we may have insufficient funds available to
operate our business prior to our initial business combination. Moreover, we may
need to obtain additional financing either to complete our business combination
or because we become obligated to redeem a significant number of public shares
upon completion of our business combination, in which case we may issue
additional securities or incur debt in connection with such business
combination. In addition, we intend to target businesses larger than we could
acquire with the net proceeds of our Initial Public Offering and the sale of the
private placement warrants and may as a result be required to seek additional
financing to complete such proposed initial business combination. Subject to
compliance with applicable securities laws, we would only complete such
financing simultaneously with the completion of our business combination. If we
are unable to complete our initial business combination because we do not have
sufficient funds available to us, we will be forced to cease operations and
liquidate the trust account. In addition, following our business combination, if
cash on hand is insufficient, we may need to obtain additional financing in
order to meet our obligations.

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Off-Balance
Sheet Arrangements
We did not have any
off-balance
sheet arrangements as of September 30, 2021.
Contractual Obligations
Promissory Note-Related Party
On February 5, 2021, the Company issued an unsecured promissory note to an
affiliate of the Sponsor (the "Promissory Note"), pursuant to which the Company
could borrow up to an aggregate of $300,000 to cover expenses related to the
Initial Public Offering. The Promissory Note was
non-interest
bearing and was payable on the earlier of (i) December 31, 2021 or (ii) the
consummation of the Initial Public Offering. On August 6, 2021, the Company
repaid the outstanding balance under the Promissory Note.
Underwriting Agreement
The Company granted the underwriters a
45-day
option to purchase up to 3,750,000 additional Units to cover over-allotments at
the Initial Public Offering price, less the underwriting discounts and
commissions. On August 5, 2021, the underwriters partially exercised the
over-allotment option to purchase an additional 3,250,000 Units at an offering
price of $10.00 per Unit for an aggregate purchase price of $32,500,000. On
September 11, 2021, the remaining option expired.
The underwriters were paid a cash underwriting discount of $0.20 per Unit, or
$5,650,000 in the aggregate, upon the closing of the Initial Public Offering and
partial exercise of the over-allotment option. In addition, $0.35 per unit, or
$9,887,500 in the aggregate will be payable to the underwriters for deferred
underwriting commissions. The deferred fee will become payable to the
underwriters from the amounts held in the Trust Account solely in the event that
the Company completes a Business Combination, subject to the terms of the
underwriting agreement.
Critical Accounting Policies
The preparation of condensed financial statements and related disclosures in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements, and income and expenses
during the periods reported. Actual results could materially differ from those
estimates. We have identified the following critical accounting policies
:
Net Income Per Ordinary Share
Net income per ordinary share is computed by dividing net income by the
weighted-average number of ordinary shares outstanding during the period. The
Company has not considered the effect of the warrants sold in the Initial Public
Offering and private placement to purchase an aggregate of 12,059,166 shares in
the calculation of diluted income per share, since the exercise of the warrants
is contingent upon the occurrence of future events.
Class A Ordinary Shares Subject to Possible Redemption
All of the 28,250,000 Class A ordinary shares sold as part of the units in the
Initial Public Offering contain a redemption feature which allows for the
redemption of such Public Shares in connection with the Company's liquidation,
if there is a shareholder vote or tender offer in connection with the Business
Combination and in connection with certain amendments to the Company's amended
and restated memorandum and articles of association. In accordance with SEC and
its staff's guidance on redeemable equity instruments, which has been codified
in Accounting Standards Codification ("ASC")
480-10-S99,
redemption provisions not solely within the control of the Company require
ordinary shares subject to redemption to be classified outside of permanent
equity.
Therefore, all Public Shares have been classified
outside of permanent equity.

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The Company recognizes changes in redemption value immediately as they occur and
adjusts the carrying value of redeemable ordinary shares to equal the redemption
value at the end of each reporting period. Increases or decreases in the
carrying amount of redeemable ordinary shares are affected by charges against
additional paid in capital and accumulated deficit.
Warrant Liabilities
The Company accounts for warrants as either equity-classified or
liability-classified instruments based on an assessment of the warrant's
specific terms and applicable authoritative guidance in ASC 480,
Distinguishing Liabilities from Equity
("ASC 480") and ASC 815,
Derivatives and Hedging
("ASC 815"). The assessment considers whether the warrants are freestanding
financial instruments pursuant to ASC 480, meet the definition of a liability
pursuant to ASC 480, and whether the warrants meet all of the requirements for
equity classification under ASC 815, including whether the warrants are indexed
to the Company's own ordinary shares, among other conditions for equity
classification. This assessment, which requires the use of professional
judgment, is conducted at the time of warrant issuance and as of each subsequent
quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity
classification, the warrants are required to be recorded as a component of
additional
paid-in
capital at the time of issuance. For issued or modified warrants that do not
meet all the criteria for equity classification, the warrants are required to be
recorded at their initial fair value on the date of issuance, and each balance
sheet date thereafter. Changes in the estimated fair value of the warrants are
recognized as a
non-cash
gain or loss on the statements of operations. The fair value of the Public
Warrants was estimated using a binomial/lattice model and the fair value of the
Founder Warrants and Private Placement Warrants was estimated using a
Black-Scholes Option Pricing Model.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As of September 30, 2021, we were not subject to any market or interest rate
risk.
Item 4. Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed in our reports
filed or submitted under Securities Exchange Act of 1934, as amended (the
"Exchange Act") is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
We determined that we had initially recorded our warrants as equity instruments
instead of as liabilities in our financial statements as of and for the period
ended February 5, 2021. We subsequently restated the financial statements as of
and for the period ended February 5, 2021 within our final prospectus for our
initial public offering as filed with the SEC on July 29, 2021. Within this
Quarterly Report on Form 10-Q, we are reporting the restated balance sheet as of
July 30, 2021 to correct for the classification of a portion of the Class A
ordinary shares subject to possible redemption. We determined that the errors
described above represented a material weakness in our internal control over
financial reporting related to our accounting for complex financial instruments.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief
Executive Officer and Chief Financial Officer carried out an evaluation of the
effectiveness of the design and operation of our disclosure controls and
procedures as of September 30, 2021. Based upon their evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the
Exchange Act) were not effective as of September 30, 2021, due to the material
weakness in our internal control over financial reporting related to the
Company's accounting for complex financial instruments. As a result, we
performed additional analysis as deemed necessary to ensure that our financial
statements were prepared in accordance with U.S. generally accepted accounting
principles. Accordingly, management believes that the financial statements
included in this Form 10-Q present fairly in all material respects our financial
position, results of operations and cash flows for the period presented.

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Table of Contents Changes in Internal Control Over Financial Reporting There was no change in our internal control over financial reporting that occurred during the fiscal quarter of 2021 covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Management has identified a material weakness in internal controls related to the accounting for our complex financial instruments (including redeemable equity instruments as described above). In light of the material weakness identified, although we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

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