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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):
July 18, 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.
Alpha Partners Technology Merger Corp. (“APTM”) has signed
a non-binding letter-of-intent (“LOI”) for a business combination with Glowforge Inc. (“Glowforge”), creator of
award-winning 3D laser printers.
Under the terms of the LOI, APTM and Glowforge would become a combined
entity, with Glowforge’s existing equity holders rolling 100% of their equity into the combined public company. APTM expects to
announce additional details regarding the proposed business combination upon the execution of a definitive merger agreement, which is
expected in the fourth quarter of 2023.
Completion of a business combination with Glowforge is subject to,
among other matters, the negotiation of a definitive agreement providing for the transaction, satisfaction of the conditions negotiated
therein and approval of the transaction by the board and stockholders of both APTM and Glowforge. There can be no assurance that a definitive
agreement will be entered into or that the proposed transaction will be consummated on the terms or timeframe currently contemplated,
or at all.
Given the anticipated timing of the contemplated transaction with Glowforge,
APTM has filed a proxy statement to seek stockholder approval to adopt an amendment (the “Extension Amendment”) to its Amended
and Restated Memorandum and Articles of Association ("Charter"). The Extension Amendment would extend the date by which APTM
has to complete a business combination from July 30, 2023 to July 30, 2024.
About Alpha Partners Technology Merger Corp.
Alpha Partners Technology Merger Corp. (Nasdaq: APTM) is a blank check
company organized as a Cayman company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more businesses or entities.
About Glowforge Inc.
Glowforge is the creator of the award-winning 3D laser printer that
cuts, engraves, and scores hundreds of materials so you can make magical things. It was founded in 2015 by Chief Executive Officer, Dan
Shapiro, and Chief Technology Officer, Mark Gosselin. The company has since raised over $135 million in funding from prominent investors
including Foundry, True Ventures, DFJ Growth, and Revolution Growth. Unlike 3D printers that use additive technology to build objects
out of plastic, Glowforge uses subtractive technology to cut and engrave products from durable and beautiful materials like wood, leather,
acrylic, paper, fabric – even chocolate. A sleek and efficient design makes this industrial-grade technology beautiful and affordable,
while its cloud-based app makes it easy to create magical things at the touch of a button. Glowforge is used by more than 100,000 creators
and can be found in more than 4,000 schools in the U.S.
Additional Information and Where to Find It
If a legally binding definitive agreement with respect to the proposed
business combination is executed, APTM intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration
statement on Form S-4, which will include a preliminary proxy statement/prospectus (a “Proxy Statement/Prospectus”). A definitive
Proxy Statement/Prospectus will be mailed to APTM’s stockholders as of a record date to be established for voting on the proposed
transaction. Stockholders will also be able to obtain copies of the Proxy Statement/Prospectus, without charge, at the SEC’s website
at www.sec.gov or by directing a request to: Alpha Partners Technology Merger Corp., ℅ D.F. King & Co., Inc., 48 Wall Street,
22nd Floor, New York, NY 10005.
This communication may be deemed to be offering or solicitation material
in respect of the proposed transaction, which will be submitted to the stockholders of APTM for their consideration. APTM urges investors,
stockholders and other interested persons to carefully read, when available, the preliminary and definitive Proxy Statement/Prospectus
as well as other documents filed with the SEC (including any amendments or supplements to the Proxy Statement/Prospectus, as applicable),
in each case, before making any investment or voting decision with respect to the proposed transaction, because these documents will contain
important information about APTM, Glowforge and the proposed transaction.
Participants in the Solicitation
APTM and its directors and executive officers may be considered participants
in the solicitation of proxies with respect to the proposed transaction described herein under the rules of the SEC. Information about
the directors and executive officers of APTM and a description of their interests in APTM and the proposed transaction are set forth in
APTM’s Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on April 17, 2023 (the “Annual
Report”) and the Proxy Statement/Prospectus, when it is filed with the SEC. These documents can be obtained free of charge from
the sources indicated above.
No Offer or Solicitation
This release shall not constitute a solicitation of a proxy, consent,
or authorization with respect to any securities or in respect of any business combination. This release shall not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions
in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
Certain statements made in this release are “forward looking
statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform
Act of 1995. When used in this release, the words “estimates,” “projected,” “expects,” “anticipates,”
“forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,”
“should,” “future,” “propose” and variations of these words or similar expressions (or the negative
versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees
of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important
factors, many of which are outside APTM’s control, that could cause actual results or outcomes to differ materially from those discussed
in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: the inability
of APTM to enter into a definitive agreement with respect to an initial business combination with Glowforge within the time provided in
APTM’s amended and restated memorandum and articles of association; performance of Glowforge’s business; the risk that the
approval of the stockholders of APTM for the proposed transaction is not obtained; failure to realize the anticipated benefits of the
proposed transaction, including as a result of a delay in consummating the proposed transaction; the amount of redemption requests made
by APTM’s stockholders and the amount of funds remaining in APTM’s trust account after satisfaction of such requests; APTM’s
and Glowforge’s ability to satisfy the conditions to closing the proposed transaction; and those factors discussed in the Annual
Report under the heading “Risk Factors,” and other documents of APTM filed, or to be filed, with the SEC. APTM does not undertake
any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise,
except as required by law.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 18, 2023
|
ALPHA PARTNERS TECHNOLOGY MERGER CORP. |
|
|
|
|
By: |
/s/ Sean O’Brien
|
|
|
Sean O’Brien |
|
|
Chief Financial Officer |
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