| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman, Cayman Islands | KY1-1102 | |
(Address of principal executive offices) | (Zip Code) |
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☒ | |||||
| 3 | |||||||
| 4 | |||||||
CERTAIN TERMS
Unless otherwise stated in this Annual Report on Form 10-K (this “Report”), references to:
“amended and restated memorandum and articles
“Companies Act” is to the Companies Act (as amended) of the Cayman Islands as the same may be amended from time to time;
“forward purchase agreement” is to an agreement entered into with our Sponsor on October 6, 2020 providing for the sale of up to $100,000,000 of forward purchase securities, with each forward purchase security consisting of one Class A ordinary share and one-half of one Public Warrant to purchase one Class A ordinary share at $11.50 per share, for a purchase price of $10.00 per forward purchase security, in a private placement to occur concurrently with the closing of the our initial business combination;
“forward purchase securities” is to the forward purchase shares and forward purchase warrants;
“forward purchase shares” is to Class A ordinary shares to be issued pursuant to the forward purchase agreement;
“forward purchase warrants” is to warrants to purchase Class A ordinary shares to be issued pursuant to the forward purchase agreement;
“founder shares” is to our Class B ordinary shares initially issued to our Sponsor in a private placement prior to our initial public offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”);
“management” or our “management team” are to our executive officers and directors;
“ordinary shares” is to our Class A ordinary shares and our Class B ordinary shares;
“private placement warrants” is to the warrants issued to our Sponsor in a private placement simultaneously with the closing of our initial public offering and upon conversion of working capital loans, if any;
“public shares” is to our Class A ordinary shares sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or purchased thereafter in the open market);
“public shareholders” is to the holders of our public shares, including our Sponsor and management team to the extent our Sponsor and/or members of our management team purchase public shares, provided that our Sponsor’s and each member of our management team’s status as a “public shareholder” will only exist with respect to such public shares;
“Sponsor” is to Avanti Acquisition SCSp, a Luxembourg special limited partnership; and
“we,” “us,” “our,” “Company” or “our Company” is to Avanti Acquisition Corp., a Cayman Islands exempted company.
Based in part on the above general criteria and guidelines, we do not currently expect to consider target businesses that operate primarily in the following sectors:
Certain of our officers and directors have, or may in the future have, fiduciary or contractual obligations that oblige them, either now or in the future, to present business combination opportunities to such entity (subject to his or her fiduciary duties). As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, then, subject to such officer’s and director’s fiduciary duties under Cayman Islands’ law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis.
We anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our Sponsor. If our securities are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test.
In addition, certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Cayman Islands law, he, she or it will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis.
In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.
We may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account and the sale of the forward purchase securities, or because we become obligated to redeem a significant number of our public shares upon completion of the business combination or are unable to close the sale of the forward purchase securities, in which case we may issue additional securities or incur debt in connection with such business combination. There are no prohibitions on our ability to issue securities or incur debt in connection with our initial business combination. Other than the forward purchase agreement and the potential availability of the backstop arrangement with our Sponsor, we are not currently a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities, the incurrence of debt or otherwise.
Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.
commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such
the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share.
file proxy materials with the SEC.
in our initial public offering, which we refer to as “Excess Shares,” without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in our initial public offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our Sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in our initial public offering without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.
taxes, if any, divided by the number of the then-outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such time. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our Sponsor, any executive officer and director, or any other person.
In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay our income tax obligations, and our Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of
combination, a shareholder’s voting in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote.
We filed a Registration Statement on
Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of
| 4 | Note to Calabrese: to discuss whether these two risk factors are necessary |
Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must consummate an initial business combination by October 6, 2022. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the time frame described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.
reasonably possible but not more than ten business days thereafter, redeem the public shares, at
reduced liquidity for our securities;
As of December 31, 2020,2021, we had $1,194,821$67,132 in cash held outside the trust account to fund our working capital requirements. We believe that, upon the closing of our initial public offering, the funds available to us outside of the trust account, together with funds available from loans from our Sponsor, its affiliates or members of our management team will be sufficient to allow us to operate for 24 months following the closing of our initial public offering; however, we cannot assure you that our estimate is accurate, and our Sponsor, its affiliates or members of our management team are under no obligation to advance funds to us in such circumstances. Of the funds available to us, we expect to use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund (a
pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to
or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and no exemption is available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares included in the units. There may be a circumstance where an exemption from registration exists for holders of our private placement warrants to exercise their warrants while a corresponding exemption does not exist for holders of the public warrants included as part of units sold in our initial public offering. In such an instance, our Sponsor and its permitted transferees (which may include our directors and executive officers) would be able to exercise their warrants and sell the ordinary shares underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying ordinary shares. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying Class A ordinary shares for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise their warrants.
into a definitive agreement with any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our securities will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.
expertise.
risks.
could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;
combination. If we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a beneficial owner of our units, Class A ordinary shares or warrants, the who or that is (i) an individual who is a citizen or resident of the United States as determined for U.S. federal income tax purposes, (ii) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate whose income is subject to U.S. federal income tax regardless of its source, or (iv) a trust, if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons (as defined in the Code) have authority to control all substantial decisions of the trust or (b) it has a valid election in effect under Treasury Regulations to be treated as a U.S. person (a “U.S. Holder”), such U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for thecombination.
Our operations are dependent upon a relatively small group of individuals and, in particular, our executive officers and directors. We believe that our success depends on the continued service of our officers and directors, at least until we have completed our initial business combination. In addition, our executive officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not have an employment agreement with,
In addition, our Sponsor, officers and directors may in the future become affiliated with other blank check companies that may have acquisition objectives that are similar to ours. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to such other blank check companies prior to its presentation to us, subject to our officers’ and directors’ fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that we renounce, to the maximum extent permitted by law, our interest in any business combination opportunity offered to any director or officer or about which any of our officers or directors acquires knowledge unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our Company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. In addition, our amended and restated articles of association contain provisions to exculpate and indemnify, to the maximum extent permitted by law, such persons in respect of any liability, obligation or duty to our Company that may arise as a consequence of such persons becoming aware of any business opportunity or failing to present such business opportunity.
specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria and guidelines for a business combination as set forth in Item 1 “Business—Effecting Our Initial Business Combination—Evaluation of a Target Business and Structuring of Our Initial Business Combination” and such transaction was
our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.
amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by October 6, 2022 or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. To the extent any of such amendments would be deemed to fundamentally change the nature of any of the securities offered through our initial public offering, we would register, or seek an exemption from registration for, the affected securities. We cannot assure you that we will not seek to amend our charter or governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial business combination.
Although we believe that the net proceeds of our initial public offering and the sale of the private placement warrants and forward purchase securities are sufficient to allow us to complete our initial business combination, because we have not yet entered into a definitive agreement with any prospective target business we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of our initial public offering and the sale of the private placement warrants and forward purchase securities prove to be insufficient, either because of the size of our initial business combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a significant number of shares from shareholders who elect redemption in connection with our initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek additional financing or to abandon the proposed business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. The current economic environment may make it difficult for companies to obtain acquisition financing. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less than such amount in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. Other than in connection with the forward purchase agreement, none of our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination.
Our warrants are issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in this Report, or defective provision (ii) amending the provisions relating to cash dividends on ordinary shares as contemplated by and in accordance with the warrant agreement or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the
We have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant,
international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statements may also be required to be prepared in accordance with GAAP in connection with our current report on Form
Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In connection with our initial business combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction. If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.
On October 6, 2020, we consummated our initial public offering of 60,000,000 units, at a price of $10.00 per Unit, generating total gross proceeds of $600,000,000. Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC acted as joint book-running managers. The
Simultaneously with the consummation of our initial public offering and the sale of the private placement warrants, we consummatedForm
The private placement warrants are identical to the public warrants underlying the units sold in the initial public offering, except that the private placement warrants are not transferable, assignable or salable until 30 days after the completion of a business combination, subject to certain limited exceptions.
Of the gross proceeds received from the initial public offering and the sale of the private placement warrants, $600,000,000 was placed in the trust account.
We paid a total of $12,000,000 in underwriting discounts and commissions and $588,903 for other offering costs related to the initial public offering. In addition, the underwriters agreed to defer $21,000,000 in underwriting discounts and commissions.
Liquidity
Liquidity
sheets.
We apply
redemption value approximates fair value.
We do not expect that our disclosure controls and procedures will prevent all errors (as defined in Rules
ultimately have the intended effects.
This Annual Report on Form 10-K does not include a report
| (1) | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company, |
| (2) | provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and |
| (3) | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements. |
complex securities and related accounting standards. We plan to further improve this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.
There
Name | Age | Position | ||
| Nassef Sawiris | Chairman and Chief Executive Officer | |||
| Johann Dumas | Chief Financial Officer | |||
| Colin Hall | Director | |||
| Brent Hoberman | Director | |||
| Sophie Krishnan | Director | |||
| Roberto Mignone | Director |
LafargeHolcimHolcim (from July 2015 to May 2019), having been a director of Lafarge S.A. prior to its merger with Holcim Ltd in 2015, and as
Mr. Sawiris’ current mandates include:
| 6 | Note to Company: please review and confirm if any updates are required (please review description of sponsors, bios of directors and officers) |
2016.2016 until 2021. Mr. Hall is currently an investment partner at GBL. In addition to his role at GBL, Mr. Hall was chief executive officer of Sienna Capital from June 2013 until June 2020. Mr. Hall led the development of Sienna Capital since its inception in 2013 and was instrumental to the strategic transformation of Sienna Capital from a fund manager seeding platform to a multi-asset class investment manager with direct investing capability. Since joining GBL, and recently in his capacity as the head of investments, Mr. Hall oversaw significant portfolio asset rotation.rotation by GBL. Since 2012, total purchased assets amounted to approximately €10.1€12.1 billion and total divestments of assets were approximately €9.2€13.0 billion. Over hisLafargeHolcimHolcim (since May 2019) and GEA (since November 2018), with aggregate market capitalization of approximately $40 billion as of July 31, 2020.. In addition, Mr. Hall also sits on the board of WebHelp,Webhelp, a European leader in the customer relationship management—business process outsourcing. Mr. Hall began his career working for the Merchant Banking Division of Morgan Stanley in 1995. Between 1997 and 2008, Mr. Hall held various positions within the private equity firm Rhône Group in New York and London. From 2009 to 2011, Mr. Hall was a partner in a hedge fund sponsored by Julian Robertson of Tiger Management. He holds a bachelor of arts degree with high honors from Amherst College and a master of business administration degree from the Stanford University Graduate School of Business.
a corporate-backedglobal venture studiostudios, seed programmes and accelerator programmes (since 2015); Founders Forum, a global community of founders, corporates and tech leaders (since 2006); and firstminute capital, a $100$300 million seed fund with global remit, backed by Atomico, Tencent and over 30100 unicorn founders (since 2017). Previously, Mr. Hoberman$1.0$1.1 billion. Mr. Hoberman hasmade.com, a leading European direct-from-factory consumer homewares retailer; PROfounders Capital, Founders Intelligence, an entrepreneur-powered consultancy; accelerateHER,consultancy, which was recently acquired by Accenture; EQL:HER, a network taking action to change the underrepresentation of women in technology; Founders Keepers, a technology executive search firm; Founders of the Future, a network that identifies and supports aspiring entrepreneurs; Founders Pledge, a community for entrepreneurs committed to finding and funding solutions to global challenges; Grip.events,Grip., an artificial intelligence powered event networking solution; and most recently Founders Academy,Framework, a new type of on-demand business school forschool; and most recently 01 Founders, a changing world.
network of free-to-access coding schools with a job guarantee.
Pursuant to an agreement to be entered into on or prior to the closing of our initial public offering, our Sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for election to our board of directors, as long as our Sponsor holds any securities covered by the registration and shareholder rights agreement.
monitoring compliance on a quarterly basis with the terms of our initial public offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of our initial public offering; and
approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;
Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties, contractual obligations or other material management relationships:
Individual | Entity | Entity’s Business | Affiliation | |||
| Nassef Sawiris | OCI N.V. (1) | Nitrogen fertilizer and chemicals producer | Executive Chairman | |||
| adidas AG | European sportswear company | Member of the Supervisory Board | ||||
| NNS S.à r.l.-SPF (1) | Parent company of the NNS Group | Executive Chairman | ||||
| NNS Advisers Limited | Investment advisory company to the NNS Group and NNS UK Group | Chief Executive Officer / Chairman | ||||
| Aston Villa Football Club | Professional British football club | Executive Chairman | ||||
| NNS UK Investment S.à r.l.-SPF | Parent company of the NNS UK Group | Executive Chairman | ||||
| OS Holding | Private investment company | Director | ||||
| NNS City | Private investment company | Director | ||||
| Colin Hall | Groupe Bruxelles Lambert | Holding investment company | ||||
| Sienna Capital | Holding investment company | Director / Vice Chairman | ||||
| Imerys | Production and processing of industrial minerals | Director | ||||
| GEA Group AG | Suppliers for food processing technology and of related industries | Director | ||||
| Global leader in building materials and solutions | Director | |||||
| Ergon Capital Partners | Holding investment company | Director | ||||
| Ergon Capital Partners II | Holding investment company | Director | ||||
| Ergon Capital Partners III | Holding investment company | Director |
| 7 | Note to Company: please review and confirm if any updates to the table are required |
Individual | Entity | Entity’s Business | Affiliation | |||
| Marnix French ParentCo | Customer management and business process outsourcing | Director | ||||
| Globality Inc. | Smart sourcing platform for business services | Director | ||||
| Johann Dumas | Sienna Capital Participations S.à r.l. | Holding investment company | Director | |||
| Sienna Capital Coinvest Master S.à r.l. | Holding investment company | Director | ||||
| Sienna Capital Opportunity GP S.à r.l. | Holding investment company | Director |
| SC Opportunity Master S.à r.l. | Holding investment company | Director | ||||
| Sienna Capital Management S.A | Holding and investment management | Director | ||||
| Sienna IM Digital GP S.à r.l. | Holding investment company | Director | ||||
| Brent Hoberman | Founders Factory | Multi-sector accelerator and incubator | Co-Founder and Executive Chairman | |||
| Firstminute Capital | Seed fund | Co-Founder and Executive Chairman | ||||
| Founders Forum | Private network for digital and technology entrepreneurs | Co-Founder and Executive Chairman | ||||
| Karakuri | Food and technology industry | Executive Chairman | ||||
| Grip.events | Event networking solution | Co-Founder and Chairman | ||||
| Roberto Mignone | Teva Pharmaceuticals | Pharmaceutical company | Director | |||
| Bridger Management LLC (1) | Investment fund | Founder and Managing Partner |
combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20-trading days withinany 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Except as described herein, the private placement warrants will not be transferable until 30 days following the completion of our initial business combination. In case of our executive officers and director nominees will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. |
law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We entered into agreements with our directors and officers to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association. We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.
We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.
| Class B ordinary shares | Class A ordinary shares |
| ||||||||||||||||||
Name of Beneficial Owners(1) | Number of Shares Beneficially Owned(2) | Approximate Percentage of Class | Number of Shares Beneficially Owned | Approximate Percentage of Class | Approximate Percentage of Voting Control | |||||||||||||||
Avanti Acquisition SCSp (our Sponsor)(3) | 14,925,000 | (4) | 99.6 | % | — | — | 19.9 | % | ||||||||||||
Nassef Sawiris | — | (5) | — | — | — | — | ||||||||||||||
Colin Hall | — | (5) | — | — | — | — | ||||||||||||||
Johann Dumas | — | (5) | — | — | — | — | ||||||||||||||
Brent Hoberman | 25,000 | * | — | — | * | |||||||||||||||
Sophie Krishnan | 25,000 | * | — | — | * | |||||||||||||||
Robert Mignone | 25,000 | * | 100,000 | (6) | * | * | ||||||||||||||
All officers and directors as a group (six individuals) | 75,000 | * | — | — | * | |||||||||||||||
Luxor Capital Partners, LP (7)(10) | — | — | 2,953 | * | * | |||||||||||||||
Luxor Capital Partners Offshore Master Fund, LP (8)(10) | — | — | 1,911 | * | * | |||||||||||||||
Lugard Road Capital Master Fund, LP(9)(10) | — | — | 354,403 | * | * | |||||||||||||||
Falcon Edge Capital, LP(11) | — | — | 7,170,000 | 11.9 | % | 9.6 | % | |||||||||||||
Citadel Advisors LLC(12) | — | — | 2,810,271 | 4.7 | % | 3.7 | % | |||||||||||||
Baupost Group, L.L.C.(13) | — | — | 4,000,000 | 6.7 | % | 5.3 | % | |||||||||||||
Vellar Opportunities Fund Master, Ltd.(14) | — | — | 100,000 | * | * | |||||||||||||||
Class B ordinary shares | Class A ordinary shares | |||||||||||||||||||
Name of Beneficial Owners(1) | Number of Shares Beneficially Owned (2) | Approximate Percentage of Class | Number of Shares Beneficially Owned | Approximate Percentage of Class | Approximate Percentage of Voting Control | |||||||||||||||
Avanti Acquisition SCSp (our Sponsor) (3) | 14,925,000 | (4) | 99.6 | % | — | — | 19.9 | % | ||||||||||||
| Nassef Sawiris | — | (5) | — | — | — | — | ||||||||||||||
| Colin Hall | — | (5) | — | — | — | — | ||||||||||||||
| Johann Dumas | — | (5) | — | — | — | — | ||||||||||||||
| Brent Hoberman | 25,000 | — | — | |||||||||||||||||
| Sophie Krishnan | 25,000 | * | — | — | ||||||||||||||||
| Roberto Mignone | 25,000 | * | 100,000 | (6) | * | * | ||||||||||||||
| All officers and directors as a group (six individuals) | 75,000 | * | — | — | ||||||||||||||||
Luxor Capital Partners, LP (7)(10) | — | — | 2,953 | * | * | |||||||||||||||
Luxor Capital Partners Offshore Master Fund, LP (8)(10) | — | — | 1,911 | * | * | |||||||||||||||
Lugard Road Capital Master Fund, LP (9)(10) | — | — | 354,403 | * | * | |||||||||||||||
Falcon Edge Capital, LP (11) | — | — | 7,170,000 | 11.9 | % | 9.6 | % | |||||||||||||
Citadel Advisors LLC (12) | — | — | 2,011,902 | 3.4 | % | 2.7 | % | |||||||||||||
Baupost Group, L.L.C. (13) | — | — | 4,000,000 | 6.7 | % | 5.3 | % | |||||||||||||
Vellar Opportunities Fund Master, Ltd. (14) | — | — | 100,000 | * | ||||||||||||||||
| * |
|
| (1) | Unless otherwise noted, the business address of each of our shareholders is PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman |
| (2) | Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described in the section entitled “Description of Securities.” Excludes Class A ordinary shares issuable pursuant to the forward purchase agreement, as such shares will only be issued concurrently with the closing of our initial business combination. |
| (3) | Represents 14,925,000 shares of Class B ordinary shares, $0.0001 par value per share, of the Issuer (the “Class B ordinary shares”) directly held by Avanti Acquisition SCSp. The Class B ordinary shares will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the Issuer (the “Class A ordinary shares”) at the time of the issuer’s initial business combination, or earlier at the option of the holder, on a one-for-one 333-248838 and333-249241), filed in connection with the Issuer’s initial public offering.. |
| (4) | Excludes up to 2,250,000 founder shares that were surrendered to us for no consideration by our Sponsor upon the expiry of the underwriters’ over-allotment option on November 20, 2020. |
| (5) | Does not include any shares indirectly owned by this individual as a result of his membership interest in our Sponsor. |
| (6) | Represents Class A Ordinary Shares held of record by Swiftcurrent Partners, L.P. and Swiftcurrent Offshore Master, Ltd. (the “Funds”). Bridger Management, LLC is the investment adviser to the Funds and Mr. |
| (7) | Luxor Capital Partners, LP (the “Onshore Fund”) beneficially owns 2,953 Class A Ordinary Shares. |
| (8) | Luxor Capital Partners Offshore Master Fund, LP (the “Offshore Master Fund”) beneficially owns 1,911 Class A Ordinary Shares. Luxor Capital Partners Offshore, Ltd. (the “Offshore Feeder Fund”) as the owner of a controlling interest in the Offshore Master Fund, may be deemed to have beneficially owned the Class A Ordinary Shares beneficially owned by the Offshore Master Fund. |
| (9) | Lugard Road Capital Master Fund, LP (the “Lugard Master Fund”) beneficially owns 354,403 Class A Ordinary Shares. |
| (10) | LCG Holdings LLC (“LCG Holdings”), as the general partner of the Onshore Fund, the Offshore Master Fund and Luxor Wavefront, LP (the “Wavefront Fund”) may be deemed to have beneficially owned the 4,864 Class A Ordinary Shares beneficially owned by the Onshore Fund, the Offshore Master Fund and the Wavefront Fund; Lugard Road Capital GP, LLC (“Lugard GP”), as the general partner of the Lugard Master Fund, may be deemed to have beneficially owned the 354,403 Class A Ordinary Shares beneficially owned by the Lugard Master Fund; Mr. Jonathan Green, as a managing member of Lugard GP, may be deemed to have beneficially owned the 354,403 Class A Ordinary Shares beneficially owned by Lugard GP; Luxor Capital Group, LP (“Luxor Capital Group”), as the investment manager of the Onshore Fund, the Offshore Feeder Fund, the Offshore Master Fund, the Lugard Master Fund and the Wavefront Fund (collectively, the “Funds”), may be deemed to have beneficially owned the 359,267 Class A Ordinary Shares beneficially owned by the Funds; Luxor Management, LLC (“Luxor Management”), as the general partner of Luxor Capital Group, may be deemed to have beneficially owned the 359,267 Class A Ordinary Shares beneficially owned by Luxor Capital Group; and Mr. Christian Leone, as the managing member of Luxor Management, may be deemed to have beneficially owned the 359,267 Class A Ordinary Shares beneficially owned by Luxor Management. The principal business address of each of the Onshore Fund, the Wavefront Fund, Luxor Capital Group, Luxor Management, Lugard GP, LCG Holdings, Mr. Green and Mr. Leone is 1114 Avenue of the Americas, th Floor, New York, New York 10036. The principal business address of each of the Offshore Master Fund, the Offshore Feeder Fund and the Lugard Master Fund is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman,KY1-1104, Cayman Islands. |
| (11) | Represents 7,170,000 Class A Ordinary Shares held by (i) Falcon Edge Capital, LP a Delaware limited partnership, and the investment manager of certain affiliated funds (the “Falcon Edge Funds”) held by the Falcon Edge Funds; and (ii) Mr. Richard Gerson who serves as the Chairman and Chief Investment Officer of the Investment Manager, with respect to the Class A Ordinary Shares held by the Falcon Edge Funds. The address of their business office is 660 Madison Avenue, th Floor, New York, New York 10065. |
| (12) | Citadel Advisors LLC (“Citadel Advisors”) is the portfolio manager for non-member manager of Citadel Securities LLC (“Citadel Securities”). Citadel Securities GP LLC (“CSGP”) is the general partner of CALC4. Mr. Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP. Each of Citadel Advisors, CAH and CGP beneficially owns nd Floor, Chicago, Illinois 60603. |
| (13) | Each of Baupost Group, L.L.C. (“Baupost”), Baupost Group GP, L.L.C. (“BG GP”) and Seth A. Klarman beneficially own 4,000,000 Class A Ordinary Shares. Securities reported on Schedule 13G as being beneficially owned by Baupost were purchased on behalf of certain of |
| (14) | Represents 100,000 Class A Ordinary Shares held by (i) Vellar Opportunities Fund Master, Ltd.; (ii) Cohen & Company Financial Management, LLC; (iii) Dekania Investors, LLC; (iv) Cohen & Company LLC; (iv) Cohen & Company Inc.; and (v) Daniel G. Cohen. Mr. Cohen may be considered a control person for Cohen & Company Financial Management, LLC and Cohen & Company Inc. The address of the principal business office of Vellar Opportunities Fund Offshore, Ltd. is c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108, Cayman Islands. The address of the principal business office of the other reporting entities / persons is 3 Columbus Circle, Suite 2400, New York, New York 10019, United States. |
Our Sponsor is deemed to be our “promoter” as such term is defined under the federal securities laws.
per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any
Advance from Related Party
During October 2020, the Sponsor advanced $957,468 to the Company in order to fund the Company’s ongoing working capital needs. The advances were non-interest bearing and due on demand. Advances amounting to $957,468 were repaid on October 16, 2020.
Parties
Loans, respectively.
committee who has an interest in the related party transaction under review by the committee shall abstain from voting on the approval of the related party transaction, but may, if so requested by the chairman of the committee, participate in some or all of the committee’s discussions of the related party transaction. Upon completion of its review of the related party transaction, the committee may determine to permit or to prohibit the related party transaction.
| 101.INS | Inline XBRL Instance Document* | ||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document* | ||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document* | ||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document* | ||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document* | ||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document* | ||
| 104 | Cover Page Interactive Data File (formatted as Inline Inline XBRL and contained in Exhibit 101).* | ||
| * | Filed herewith |
| ** | Furnished herewith |
| (1) | Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on October 06, 2020 |
AVANTI ACQUISITION CORP. |
/s/ Nassef Sawiris |
| Name: Nassef Sawiris |
| Title: Chairman and Chief Executive Officer |
Name | Position | Date | ||
/s/ Nassef Sawiris | Chairman and Chief Executive Officer | March 31, | ||
| Nassef Sawiris | (Principal Executive Officer) | |||
/s/ Johann Dumas | Chief Financial Officer | March 31, | ||
| Johann Dumas | ( Principal Financial and Accounting Officer | |||
/s/ Colin Hall | Director | March 31, | ||
| Colin Hall | ||||
/s/ Brent Hoberman | Director | March 31, | ||
| Brent Hoberman | ||||
/s/ Sophie Krishnan | Director | March 31, | ||
| Sophie Krishnan | ||||
/s/ Roberto Mignone | Director | March 31, | ||
| Roberto Mignone | ||||
| F-2 | ||
Financial Statements: | ||
| F-3 | ||
| F-4 | ||
| F-5 | ||
| F-6 | ||
F-7 to |
|
|
|
DECEMBER 31, 2020
ASSETS | ||||
Current assets | ||||
Cash | $ | 1,194,821 | ||
Prepaid expenses | 20,949 | |||
|
| |||
Total Current Assets | 1,215,770 | |||
Marketable securities held in Trust Account | 600,008,617 | |||
|
| |||
TOTAL ASSETS | $ | 601,224,387 | ||
|
| |||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||
Current liabilities | ||||
Accounts payable and accrued expenses | $ | 2,250 | ||
Accrued offering costs | 3,193 | |||
|
| |||
Total Current Liabilities | 5,443 | |||
Deferred underwriting fee payable | 21,000,000 | |||
|
| |||
Total Liabilities | 21,005,443 | |||
|
| |||
Commitments and Contingencies | ||||
Class A ordinary shares subject to possible redemption, 57,521,894 shares at $10.00 per share | 575,218,940 | |||
Shareholders’ Equity | ||||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding | — | |||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 2,478,106 shares issued and outstanding (excluding 57,521,894 shares subject to possible redemption) | 248 | |||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 15,000,000 shares issued and outstanding | 1,500 | |||
Additional paid-in capital | 5,215,409 | |||
Accumulated deficit | (217,153 | ) | ||
|
| |||
Total Shareholders’ Equity | 5,000,004 | |||
|
| |||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 601,224,387 | ||
|
|
SHEETS
December 31, | ||||||||
2021 | 2020 | |||||||
ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | 67,132 | $ | 1,194,821 | ||||
| Prepaid expenses | 375,624 | 20,949 | ||||||
| Total Current Assets | 442,756 | 1,215,770 | ||||||
| Investments held in Trust Account | 600,046,438 | 600,008,617 | ||||||
TOTAL ASSETS | $ | 600,489,194 | $ | 601,224,387 | ||||
LIABILITIES, ORDINARY SHARES SUBJECT TO REDEMPTION AND SHAREHOLDERS’ DEFICIT | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | 103,247 | $ | 2,250 | ||||
| Accrued offering costs | 0 | 3,193 | ||||||
Promissory note – related party | 468,236 | 0 | ||||||
| Total Current Liabilities | 571,483 | 5,443 | ||||||
| FPA liabilities | 1,014,997 | 8,483,278 | ||||||
| Warrant liabilities | 26,048,000 | 66,440,000 | ||||||
| Deferred underwriting fee payable | 21,000,000 | 21,000,000 | ||||||
TOTAL LIABILITIES | 48,634,480 | 95,928,721 | ||||||
Commitments and Contingencies | ||||||||
| Class A ordinary shares subject to possible redemption, 60,000,000 shares at $10.00 per share as of December 31, 2021 and 2020 | 600,000,000 | 600,000,000 | ||||||
Shareholders’ Deficit | ||||||||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; NaN issued or outstanding as of December 31, 2021 and 2020 | 0— | 0— | ||||||
| Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; NaN issued or outstanding, excluding shares subject to redemption, at December 31, 2021 and 2020 | 0— | 0— | ||||||
| Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 15,000,000 shares issued and outstanding at December 31, 2021 and 2020 | 1,500 | 1,500 | ||||||
Additional paid-in capital | 0— | 0— | ||||||
| Accumulated deficit | (48,146,786 | ) | (94,705,834 | ) | ||||
Total Shareholders’ Deficit | (48,145,286 | ) | (94,704,334 | ) | ||||
TOTAL LIABILITIES, ORDINARY SHARES SUBJECT TO REDEMPTION AND SHAREHOLDERS’ DEFICIT | $ | 600,489,194 | $ | 601,224,387 | ||||
FOR THE PERIOD FROM JULY 24, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020
Formation and operating costs | $ | 225,770 | ||
|
| |||
Loss from operations | (225,770 | ) | ||
Other income: | ||||
Interest earned on marketable securities held in Trust Account | 8,617 | |||
|
| |||
Net Loss | $ | (217,153 | ) | |
|
| |||
Weighted average shares outstanding of Class A redeemable ordinary shares | 60,000,000 | |||
|
| |||
Basic and diluted net income per share, Class A | $ | 0.00 | ||
|
| |||
Weighted average shares outstanding of Class B non-redeemable ordinary shares | 15,000,000 | |||
|
| |||
Basic and diluted net loss per share, Class B | $ | (0.02 | ) | |
|
|
Year Ended December 31, 2021 | For the Period from July 24, 2020 (Inception) Through December 31, 2020 | |||||||
| Operating costs | $ | 1,339,054 | $ | 225,770 | ||||
Loss from operations | (1,339,054 | ) | (225,770 | ) | ||||
| Other income (expenses): | ||||||||
| Interest earned on investments held in Trust Account | 37,821 | 8,617 | ||||||
| Change in fair value of FPA liabilities | 7,468,281 | (8,483,278 | ) | |||||
| Change in fair value of warrant liabilities | 40,392,000 | (11,440,000 | ) | |||||
| Loss on initial issuance of private warrants | — | (3,500,000 | ) | |||||
| Transaction costs incurred in connection with IPO | — | (2,115,252 | ) | |||||
| Total other income (expenses), net | 47,898,102 | 25,529,913 | ||||||
Net income (loss) | $ | 46,559,048 | $ | (25,755,683 | ) | |||
| Weighted average shares outstanding, Class A ordinary shares subject to possible redemption | 60,000,000 | 32,452,830 | ||||||
Basic and diluted net income (loss) per share, Class A ordinary shares | $ | 0.62 | $ | (0.54 | ) | |||
| Weighted average shares outstanding, Class B ordinary shares | 15,000,000 | 15,000,000 | ||||||
Basic and diluted net income (loss) per share, Class B ordinary shares | $ | 0.62 | $ | (0.54 | ) | |||
FOR THE PERIOD FROM JULY 24, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020
Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid in | Accumulated | Total Shareholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
Balance — July 24, 2020 (inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Issuance of Class B ordinary shares to Sponsor | — | — | 17,250,000 | 1,725 | 23,275 | — | 25,000 | |||||||||||||||||||||
Sale of 60,000,000 Units, net of underwriting discounts and offering costs | 60,000,000 | 6,000 | — | — | 566,405,097 | — | 566,411,097 | |||||||||||||||||||||
Sale of 14,000,000 Private Placement Warrants | — | — | — | — | 14,000,000 | — | 14,000,000 | |||||||||||||||||||||
Forfeiture of Founder Shares | — | — | (2,250,000 | ) | (225 | ) | 225 | — | — | |||||||||||||||||||
Class A Ordinary shares subject to possible redemption | (57,521,894 | ) | (5,752 | ) | — | — | (575,213,188 | ) | — | (575,218,940 | ) | |||||||||||||||||
Net loss | — | — | — | — | — | (217,153 | ) | (217,153 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Balance — December 31, 2020 | 2,478,106 | $ | 248 | 15,000,000 | $ | 1,500 | $ | 5,215,409 | $ | (217,153 | ) | $ | 5,000,004 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
DEFICIT
Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholder’s (Deficit) | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance — July 24, 2020 (inception) | — | $ | — | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||
Issuance of Class B ordinary shares to Sponsor (1) | — | — | 17,250,000 | 1,725 | 23,275 | — | 25,000 | |||||||||||||||||||||
| Accretion for Class A ordinary shares to redemption amount | — | — | — | — | (23,500 | ) | (68,950,151 | ) | (68,973,651 | ) | ||||||||||||||||||
| Forfeiture of Founder Shares | — | — | (2,250,000 | ) | (225 | ) | 225 | — | — | |||||||||||||||||||
| Net loss | — | — | — | — | — | (25,755,683 | ) | (25,755,683 | ) | |||||||||||||||||||
Balance — December 31, 2020 | — | $ | — | 15,000,000 | $ | 1,500 | $ | 0 | $ | (94,705,834 | ) | $ | (94,704,334 | ) | ||||||||||||||
| Net income | — | — | — | — | — | 46,559,048 | 46,559,048 | |||||||||||||||||||||
Balance — December 31, 2021 | — | $ | — | 15,000,000 | $ | 1,500 | $ | 0 | $ | (48,146,786 | ) | $ | (48,145,286 | ) | ||||||||||||||
FOR THE PERIOD FROM JULY 24, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020
(Unaudited)
Cash Flows from Operating Activities: | ||||
Net loss | $ | (217,153 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Interest earned on marketable securities held in Trust Account | (8,617 | ) | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 5,851 | |||
Accounts payable and accrued expenses | 2,250 | |||
|
| |||
Net cash used in operating activities | (217,669 | ) | ||
|
| |||
Cash Flows from Investing Activities: | ||||
Investment of cash in Trust Account | (600,000,000 | ) | ||
|
| |||
Net cash used in investing activities | (600,000,000 | ) | ||
|
| |||
Cash Flows from Financing Activities: | ||||
Proceeds from sale of Units, net of underwriting discounts paid | 588,000,000 | |||
Proceeds from sale of Private Placement Warrants | 14,000,000 | |||
Advances from related party | 4,757,468 | |||
Repayment of advances from related party | (4,757,468 | ) | ||
Proceeds from promissory note - related party | 142,532 | |||
Repayment of promissory note - related party | (300,000 | ) | ||
Payments of offering costs | (430,042 | ) | ||
|
| |||
Net cash provided by financing activities | 601,412,490 | |||
|
| |||
Net Change in Cash | 1,194,821 | |||
Cash – Beginning | — | |||
|
| |||
Cash – Ending | $ | 1,194,821 | ||
|
| |||
Non-Cash Investing and Financing Activities: | ||||
Initial classification of Class A ordinary shares subject to possible redemption | $ | 575,427,960 | ||
|
| |||
Change in value of Class A ordinary shares subject to possible redemption | $ | (209,020 | ) | |
|
| |||
Deferred underwriting fee payable | $ | 21,000,000 | ||
|
| |||
Offering costs included in accrued offering costs | $ | 3,193 | ||
|
| |||
Offering costs paid by Sponsor in exchange for issuance of Founder Shares | $ | 25,000 | ||
|
| |||
Offering costs through promissory note – related party | $ | 130,668 | ||
|
| |||
Payment of prepaid expenses through promissory note – related party | $ | 26,800 | ||
|
|
Year Ended December 31, 2021 | For the Period from July 24, 2020 (Inception) Through December 31, 2020 | |||||||
Cash Flows from Operating Activities: | ||||||||
| Net income (loss) | $ | 46,559,048 | $ | (25,755,683 | ) | |||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Change in fair value of warrant liabilities | (40,392,000 | ) | 11,440,000 | |||||
| Loss on initial issuance of private warrants | 0 | 3,500,000 | ||||||
| Change in fair value of FPA liability | (7,468,281 | ) | 8,483,278 | |||||
| Transaction costs incurred in connection with IPO | 0 | 2,115,252 | ||||||
| Interest earned on investments held in Trust Account | (37,821 | ) | (8,617 | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | (354,675 | ) | 5,851 | |||||
| Accounts payable and accrued expenses | 100,997 | 2,250 | ||||||
Net cash used in operating activities | $ | (1,592,732 | ) | $ | (217,669 | ) | ||
Cash Flows from Investing Activities: | ||||||||
| Investment of cash into Trust Account | $ | 0 | $ | (600,000,000 | ) | |||
Net cash used in investing activities | $ | 0 | $ | (600,000,000 | ) | |||
Cash Flows from Financing Activities: | ||||||||
| Proceeds from sale of Units, net of underwriting discounts paid | $ | 0 | $ | 588,000,000 | ||||
| Proceeds from sale of Private Placements Warrants | 0 | 14,000,000 | ||||||
| Advances from - related party | 0 | 4,757,468 | ||||||
| Repayment of advances from related party | 0 | (4,757,468 | ) | |||||
| Proceeds from promissory note - related party | 468,236 | 142,532 | ||||||
| Repayment of promissory note - related party | 0 | (300,000 | ) | |||||
| Payment of offering costs | (3,193 | ) | (430,042 | ) | ||||
Net cash provided by financing activities | $ | 465,043 | $ | 601,412,490 | ||||
Net Change in Cash | $ | (1,127,689 | ) | $ | 1,194,821 | |||
| Cash – Beginning of period | 1,194,821 | 0 | ||||||
Cash – End of period | $ | 67,132 | $ | 1,194,821 | ||||
Non-Cash investing and financing activities: | ||||||||
| Offering costs paid by Sponsor in exchange for issuance of founder shares | $ | 0 | $ | 25,000 | ||||
| Offering costs paid through promissory note - related party | $ | 0 | $ | 130,668 | ||||
| Payment of prepaid expenses through promissory note - related party | $ | 0 | $ | 26,800 | ||||
| Deferred underwriting fee payable | $ | 0 | $ | 21,000,000 | ||||
AVANTI ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon and who vote at a shareholder meeting, are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant
AVANTI ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
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.
| Gross proceeds | $ | 600,000,000 | ||
| Less: | ||||
| Proceeds allocated to Public Warrants | (37,500,000 | ) | ||
| Class A ordinary shares issuance costs | (31,473,651 | ) | ||
| Plus: | ||||
| Accretion of carrying value to redemption value | 68,973,651 | |||
Class A ordinary shares subject to possible redemption | $ | 600,000,000 | ||
The Company’s statements of operations includes a presentation of loss per share forare exercisable to purchase 44,000,000 Class A ordinary shares subject to possible redemption in the aggregate. As of December 31, 2021 and 2020, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a manner similar to the two-class method ofresult, diluted net loss per share. Net loss per share, basic and diluted, for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance. Netsame as basic net loss per share, basic and diluted, for Class B non-redeemableordinary shares is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable ordinary shares, by the weighted average number of Class B non-redeemable ordinary shares outstandingshare for the period. Class B non-redeemable ordinary shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.
periods presented.
| For the Period from July 24, 2020 (inception) Through December 31, 2020 | ||||
Redeemable Class A Ordinary Shares | ||||
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares | ||||
Interest Income | $ | 8,617 | ||
Net Earnings | $ | 8,617 | ||
Denominator: Weighted Average Redeemable Class A Ordinary Shares | ||||
Redeemable Class A Ordinary Shares, Basic and Diluted | 60,000,000 | |||
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares | $ | 0.00 | ||
| Non-Redeemable Class B Ordinary Shares | ||||
Numerator: Net Loss minus Redeemable Net Earnings | ||||
Net Loss | $ | (217,153 | ) | |
Redeemable Net Earnings | $ | (8,617 | ) | |
Non-Redeemable Net Loss | $ | (225,770 | ) | |
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares | ||||
Non-Redeemable Class B Ordinary Shares, Basic and Diluted | 15,000,000 | |||
Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares | $ | (0.02 | ) | |
AVANTI ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Note: As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s shareholders.
Year Ended December 31, 2021 | For the Period from July 24, 2020 (Inception) Through December 31, 2020 | |||||||||||||||
Class A | Class B | Class A | Class B | |||||||||||||
Basic and diluted net income (loss) per ordinary share | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Allocation of net income (loss), as adjusted | $ | 37,247,238 | $ | 9,311,810 | $ | (17,614,225 | ) | $ | (8,141,458 | ) | ||||||
| Denominator: | ||||||||||||||||
| Basic and diluted weighted average shares outstanding | 60,000,000 | 15,000,000 | 32,452,830 | 15,000,000 | ||||||||||||
| Basic and diluted net income (loss) per ordinary share | $ | 0.62 | $ | 0.62 | $ | (0.54 | ) | $ | (0.54 | ) | ||||||
nature, except for the Warrants and FPA liability (see Note 8).
AVANTI ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Advance from Related Party
During October 2020, the Sponsor advanced $957,468 to the Company in order to fund the Company’s ongoing working capital needs. The advances were non-interest bearing and due on demand. Advances amounting to $957,468 were repaid on October 16, 2020.
PartiesNoteNotes — Related Party
Loans, respectively.
Agreement
AVANTI ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
The proceeds from the sale of these forward purchase units, together with the amounts available to the Company from the Trust Account (after giving effect to any redemptions of Public Shares and the payment of deferred underwriting commissions) and any other equity or debt financing obtained by the Company in connection with a Business Combination, will be used to satisfy the cash requirements of the Business Combination, including funding the purchase price and paying expenses and retaining specified amounts to be used by the post-business combination company for working capital or other purposes. To the extent that the amounts available from the Trust Account and other financing are sufficient for such cash requirements, the Sponsor may purchase less than 10,000,000 forward purchase units. In addition, the Sponsor’s commitment under the forward purchase agreementFPA are subject to approval, prior to the Company entering into a definitive agreement for a Business Combination, of its investment committee
committee.
DEFICIT
Class
AVANTI ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
|
AVANTI ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
| Description | Level | December 31, 2020 | ||||||
Assets: | ||||||||
Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund | 1 | $ | 600,008,617 | |||||
Description | Level | December 31, 2021 | December 31, 2020 | |||||||||
| Assets: | ||||||||||||
| Investments held in Trust Account | 1 | $ | 600,046,438 | $ | 600,008,617 | |||||||
| Liabilities: | ||||||||||||
| Warrant Liabilities — Public Warrants | 1 | $ | 17,760,000 | $ | 45,300,000 | |||||||
| Warrant Liabilities — Private Placement Warrants | 2 | $ | 8,288,000 | $ | 21,140,000 | |||||||
| FPA Liability | 3 | $ | 1,014,997 | $ | 8,483,278 | |||||||
December 31, 2021 | December 31, 2020 | |||||||
| Risk-free interest rate | 0.06 | % | 0.10 | % | ||||
| Time to expiration, in Years | 0.25 | 0.83 | ||||||
| Unit price | $ | 10.10 | $ | 10.84 | ||||
| Forward Price | $ | 10.00 | $ | 10.00 | ||||
FPA | ||||
| Fair value as of July 24, 2020 (inception) | $ | 0 | ||
| Initial measurement on October 6, 2020 | 149,170 | |||
| Change in fair value | 8,334,108 | |||
| Fair value as of December 31, 2020 | $ | 08,483,278 | ||
| Change in fair value | (7,468,281 | ) | ||
| �� | ||||
| Fair value as of December 31, 2021 | $ | 1,014,997 | ||
F-15