September 4, 2024

Brian Brown
Chief Legal and Compliance Officer
AvePoint, Inc.
525 Washington Blvd, Suite 1400
Jersey City, NJ 07310

       Re: AvePoint, Inc.
           Schedule TO-I filed August 27, 2024
           File No. 005-91137
Dear Brian Brown:

       We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

        Please respond to these comments by providing the requested information
or advise us as
soon as possible when you will respond. If you do not believe our comments
apply to your facts
and circumstances, please tell us why in your response.

       After reviewing your response to these comments, we may have additional
comments.

Schedule TO-I filed August 27, 2024; Offer Letter
General

1.     Please ensure on future filings that the EDGAR tag "SC 13E-3/A" is
associated with the
       filing, in addition to the EDGAR tag "SC TO-I/A."
2.     Refer to your disclosure of    [a]lternatives: None    in Item 7(b) of
the Schedule TO-I.
       Refer also to disclosure on page three of the Offer Letter that    [i]n
evaluating the
       Transaction, the Company considered conducting an exchange offer for the
Warrants as
       an alternative in which the Warrants would be exchanged for shares of
Common Stock.
       Given this apparent discrepancy, please revise or advise.
3.     Disclosure in Item 9(c) states    [n]ot applicable.    Please revise and
make the statements
       required by Item 1015(c) of Regulation M-A in the disclosure document.
4.     Please provide the information required by Item 1003(c)(5) of Regulation
M-A.
Summary Term Sheet, page 1
 September 4, 2024
Page 2

5.     We note the following disclosure on pages 3 and 26: "The foregoing
conditions are solely
       for our benefit, and we may assert one or more of the conditions
regardless of the
       circumstances giving rise to any such conditions." All offer conditions
must be objective
       and outside the control of the offeror in order to avoid illusory offer
concerns under
       Regulation 14E. Please revise the language relating to the circumstances
that may
       "trigger" an offer condition to avoid the implication that they may be
within the
       Company's control. See Question 101.02 of the Division of Corporation
Finance's "Tender
       Offer Rules and Schedules" Compliance and Disclosure Interpretations.
Effects of the Transaction on the Market for the Warrants, page 5

6.     We note your disclosure on page six that    [t]he Offer Purchase Price
was determined
       following negotiations with parties holding more than a majority of the
outstanding
       Warrants.    Describe such negotiations, including who initiated such
negotiations. Refer to
       Item 1005(c)(2) of Regulation M-A, including the instruction thereto.
Source and Amount of Funds; Fees and Expenses, page 21

7.     Refer to disclosure on page 21 that you    estimate that the total
amount of cash required to
       complete the Offer and Consent Solicitation, including the payment of
any fees, expenses
       and other related amounts incurred in connection with the Offer and
Consent Solicitation
       will be approximately $1,324,000 million    (emphasis added), which
appears to be a
       typographical error. In addition, $1,324,000 appears to solely reflect
the fees, expenses
       and other related amounts incurred in connection with the Offer and
Consent Solicitation
       and does not include the amount required to purchase all of the
outstanding Warrants.
       Please revise.
        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

       Please direct any questions to Blake Grady at 202-551-8573.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Mergers &
Acquisitions