AvePoint Inc-A美股招股说明书(2025-09-15版)

Prospectus Supplement to Prospectus dated September 15, 2025. 13,290,360 Shares AvePoint, Inc.Common Stock The selling securityholders identified in this prospectus supplement are offering 13,290,360 shares of common stock. We will notreceive any proceeds from the sale of shares by the selling securityholders. Our common stock is listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “AVPT.” On September 15, 2025, theclosing price of our common stock was US$15.75 per share. Abrdn Asia Limited, Amova Asset Management, Anchor IV Pte. Ltd. (an indirect wholly-owned subsidiary of 65 Equity Partners Pte.Ltd.) (“Anchor IV”), certain funds and accounts managed by AR Capital Pte. Ltd., certain funds and accounts managed by EastspringInvestments (Singapore) Limited and Lion Global Investors Limited have, severally and not jointly, indicated an interest in purchasing upto an aggregate of approximately S$220 million in shares of our common stock in this offering on the same terms as other shares beingoffered. However, because indications of interest are not binding agreements or commitments to purchase, the underwriters may determineto sell more, less or no shares in this offering to such investors, or such investors may determine to purchase more, less or no shares in thisoffering. Any shares to be purchased by the aforementioned investors will not be subject to a lock-up agreement with the underwriters. Theunderwriters will receive the same underwriting discount on any shares of common stock purchased by such investors as they will on anyother shares sold to the public in this offering. We have applied for a secondary listing by way of introduction (“Introduction”) of our common stock on the Main Board ofSingapore Exchange Securities Trading Limited (the “SGX-ST”), which will be granted when we have been admitted to the Official List ofthe SGX-ST. We have received a letter of eligibility (“ETL”) from the SGX-ST for the listing and quotation of our common stock on theMain Board of the SGX-ST. Our eligibility to list and admission to the Official List of the SGX-ST are not to be taken as an indication ofthe merits of the Introduction, us and our subsidiaries or our common stock.Except as may be otherwise agreed by us and theunderwriters, the initial trading and settlement of the common stock offered and sold in this offering will take place under a book-entry (scripless) securities settlement system operated by The Central Depository (Pte) Limited (“CDP”), the Singapore clearinghouse and central depository.A purchaser of shares in this offering will receive only a customary confirmation from the registered dealerfrom or through whom shares are purchased and who is a CDP depository agent. CDP is a DTC participant. The shares being offered willbe held as book-entry interests in our registered common stock by CDP for and on behalf of persons who maintain, either directly, orindirectly through CDP depository agents, securities accounts with CDP. See “Underwriting”.This offering will be settled exclusivelythrough CDP as described above and common stock sold in this offering will be subject to restrictions on fungibility between ourcommon stock traded on SGX-ST and on Nasdaq for a period of 30 days following the Listing Date (as defined below), see“RiskFactors—Risks Related to the Fungibility of our Common Stock between Nasdaq and SGX-ST—A Non-Fungibility Period willapply for 30 days following the settlement of this offering.”A purchaser of shares in this offering is deemed to represent suchpurchaser’s ability to receive such shares in accordance with Rule 105 of Regulation M. Prior to this offering, there has been no public market for our common stock outside the United States. The offering price for ourcommon stock will be determined through negotiations between the selling securityholders and the underwriters for this offering and willbe based on the trading price of our common stock on Nasdaq prior to the pricing of this offering, as well as prevailing market conditionsand other factors described in the “Underwriting” section beginning on page S-44. There is no established public trading market on theSGX-ST for our common stock. Investing in our common stock involves risks. See the section titled“Risk Factors”beginning on page S-13of this prospectussupplement and page 6of our prospectus and under similar headings in any filing with the Securities and Exchange Commission thatis incorporated by reference herein to read about factors you should consider before buying shares of our common stock. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a criminaloffense. (1)We have agreed to pay the selling securityholders and Anchor IV for certain of their expenses in connection with this offering, excluding all underwriting d