Alpha Partners Technology Merger Corp. (APTM) Sells Sponsor Economics

Alpha Partners Technology Merger Corp. (NASDAQ:APTM) announced in an 8-K filing that it has entered into a purchase agreement to transfer control of its sponsor to Mercury Capital, resulting in a change in management.

As part of the agreement, Mercury Capital purchased 3,902,648 founder units of APTM from the sponsor. Each unit consisted of one Class B ordinary share and one-third of one redeemable warrant to acquire one Class B share.

Additionally, Mercury Capital gained entitlement to 70% of 2,030,860 founder units that the sponsor placed in escrow at the closing. This entitlement is applicable if those founder units are allocated to investors who retain and do not redeem their Class A ordinary shares of APTM during its business combination. The total purchase price amounted to $1.

Both Alpha Partners Sponsor and Mercury Capital committed to contributing $112,500 each for extensions in December 2023 and January 2024. Under the terms of the purchase agreement, the sponsor will cover specific liabilities of APTM that were due and pending at the closing. Furthermore, the sponsor will provide founder units to Mercury Capital if these liabilities remain unsettled or if Alpha Partners Sponsor fails to meet its obligation for extension contributions.

In addition to the purchase agreement, Alpha Partners and Mercury Capital also entered into a subscription agreement with Palmeira. Under the agreement, Mercury Capital may raise up to $1.5 million from Palmeira. This funding is intended for extension payments and the SPAC’s operational capital, with $250,000 due upon signing the subscription agreement, another $250,000 on February 1, and further amounts as requested by Mercury Capital at its discretion.

Upon the completion of a business combination, for each dollar funded by Palmeira via the subscription agreement, Mercury Capital will give up 0.85 Class B shares. In return, APTM will issue an equivalent number of its common stock shares to the investor. However, if a business combination doesn’t materialize, Mercury Capital will not forfeit any shares.

As a result of these agreements, all current board members, the CEO and CFO of Alpha Partners Tech have submitted their resignations.

Holders of Class B ordinary shares appointed Michael Dinsdale, Alan Black and David Sable to the Board of the SPAC. The Board then appointed Kanishka Roy as President, CEO, Secretary and Treasurer of Alpha Partners Tech.

Mr. Roy brings over two decades of experience as a technology investment banker, public company executive, and growth investor. Since 2021, Mr. Roy has served as President, Co-CEO and a director of Plum Acquisition Corp. I (NASDAQ:PLMI). From 2019 to 2020, he was Global CFO at SmartNews, a multi-billion-dollar private AI company with over 20 million monthly average users, and led the strategic finance and growth of a rapidly growing company across multiple geographies.

Although Alpha Partners Tech does not have a definitive agreement in hand just yet, it signed a non-binding letter of intent with 3D printing firm Glowforge in July. The SPAC originally raised $282.5 million in gross proceeds from its IPO in July 2021, but saw an aggregate of 47.9% of its trust redeemed during previous extensions, leaving it with approximately $153 million.