☒ | QUARTERLY 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 E SECURITIES EXCHANGE ACT OF 1934 |
Cayman Islands | 98-1550179 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
PO Box 1093, Boundary Hall ,Cricket Square , Grand CaymanCayman Islands | KY1-1102 | ||
(Address of principal executive offices) | (Zip Code) |
which registered
Share, $0.0001 par value, and
redeemable warrant
units
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
Page | ||||||||||
Item 1. | ||||||||||
| Financial Statements | |||||||||
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4 | ||||||||||
5 | ||||||||||
Item 2. | ||||||||||
Item 3. | ||||||||||
Item 4. | ||||||||||
Item 1. | ||||||||||
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Item 1A. | ||||||||||
Item 2. | ||||||||||
Item 3. | ||||||||||
Item 4. | ||||||||||
Item 5. | ||||||||||
Item 6. | ||||||||||
SEPTEMBER 30, 2020
(unaudited)
ASSETS | ||||
Current asset — cash | $ | 22,865 | ||
Deferred offering costs | 503,454 | |||
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TOTAL ASSETS | $ | 526,319 | ||
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LIABILITIES AND SHAREHOLDER’S EQUITY | ||||
Current liabilities | ||||
Accrued expenses | $ | 5,630 | ||
Accrued offering costs | 246,351 | |||
Promissory notes — related party | 257,468 | |||
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Total Liabilities | 509,449 | |||
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Commitments and Contingencies | ||||
Shareholder’s Equity | ||||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | ||||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding | ||||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 17,250,000 shares issued and outstanding (1) | 1,725 | |||
Additional paid-in capital | 23,275 | |||
Accumulated deficit | (8,130 | ) | ||
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Total Shareholder’s Equity | 16,870 | |||
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TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY | $ | 526,319 | ||
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SHEETS
June 30, 2021 | December 31, 2020 | |||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash | $ | 5,275 | $ | 1,194,821 | ||||
Prepaid expenses | 660,689 | 20,949 | ||||||
Total Current Assets | 665,964 | 1,215,770 | ||||||
Investments held in Trust Account | 600,026,753 | 600,008,617 | ||||||
TOTAL ASSETS | $ | 600,692,717 | $ | 601,224,387 | ||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
Current liabilities | ||||||||
Accounts payable and accrued expenses | $ | 151,696 | $ | 2,250 | ||||
Accrued offering costs | 3,193 | 3,193 | ||||||
Total Current Liabilities | 154,889 | 5,443 | ||||||
FPA liabilities | 2,316,663 | 8,483,278 | ||||||
Warrant liabilities | 45,760,000 | 66,440,000 | ||||||
Deferred underwriting fee payable | 21,000,000 | 21,000,000 | ||||||
Total Liabilities | 69,231,552 | 95,928,721 | ||||||
Commitments and Contingencies | 0 | 0 | ||||||
Class A ordinary shares subject to possible redemption, 52,646,116 and 50,029,566 shares at $10.00 per share as of June 30, 2021 and December 31, 2020, respectively | 526,461,160 | 500,295,660 | ||||||
Shareholders’ Equity | ||||||||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; NaN issued or outstanding | 0— | 0— | ||||||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 7,353,884 and 9,970,434 shares issued and outstanding (excluding 52,646,116 and 50,029,566 shares subject to possible redemption) as of June 30, 2021 and December 31, 2020, respectively | 735 | 997 | ||||||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 15,000,000 shares issued and outstanding at June 30, 2021, and December 31, 2020 | 1,500 | 1,500 | ||||||
Additional paid-in capital | 4,587,954 | 30,753,192 | ||||||
Retained earnings (Accumulated deficit) | 409,816 | (25,755,683 | ) | |||||
Total Shareholders’ Equity | 5,000,005 | 5,000,006 | ||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 600,692,717 | $ | 601,224,387 | ||||
FOR THE PERIOD FROM JULY 24, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020
Formation and operating costs | $ | 8,130 | ||
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Net Loss | $ | (8,130 | ) | |
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Weighted average shares outstanding, basic and diluted (1) | 15,000,000 | |||
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Basic and diluted net loss per ordinary shares | $ | (0.00 | ) | |
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Three Months Ended June 30, | Six Months Ended June 30, | |||||||
2021 | 2021 | |||||||
Operating costs | $ | 298,311 | $ | 699,252 | ||||
Loss from operations | (298,311 | ) | (699,252 | ) | ||||
Other income: | ||||||||
Change in fair value of warrant liabilities | 440,000 | 20,680,000 | ||||||
Change in fair value of FPA liabilities | 1,112,496 | 6,166,615 | ||||||
Interest earned on investments held in Trust Account | 9,118 | 18,136 | ||||||
Total other income | 1,561,614 | 26,864,751 | ||||||
Net income | $ | 1,263,303 | $ | 26,165,499 | ||||
Weighted average shares outstanding, Class A redeemable ordinary shares | 60,000,000 | 60,000,000 | ||||||
Basic and diluted net income per share, Class A redeemable ordinary shares | $ | 0.00 | $ | 0.00 | ||||
Weighted average shares outstanding, Class B non-redeemable ordinary shares | 15,000,000 | 15,000,000 | ||||||
Basic and diluted net income per share, Class B non-redeemable ordinary shares | $ | 0.08 | $ | 1.74 | ||||
2021
Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholder’s Equity | |||||||||||||||||
Shares | Amount | |||||||||||||||||||
Balance — July 24, 2020 (inception) | — | $— | $— | $— | $— | |||||||||||||||
Issuance of Class B ordinary shares to Sponsor (1) | 17,250,000 | 1,725 | 23,275 | — | 25,000 | |||||||||||||||
Net loss | — | — | — | (8,130 | ) | (8,130 | ) | |||||||||||||
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Balance — September 30, 2020 | 17,250,000 | $ | 1,725 | $ | 23,275 | $ | (8,130 | ) | $ | 16,870 | ||||||||||
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Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in | Retained Earnings (Accumulated | Total Shareholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit) | Equity | ||||||||||||||||||||||
Balance — December 31, 2020 | 9,970,434 | $ | 997 | 15,000,000 | $ | 1,500 | $ | 30,753,192 | $ | (25,755,683 | ) | $ | 5,000,006 | |||||||||||||||
Class A ordinary shares subject to possible redemption | (2,490,220 | ) | (249 | ) | — | — | (24,901,951 | ) | — | (24,902,200 | ) | |||||||||||||||||
Net income | — | — | — | — | — | 24,902,196 | 24,902,196 | |||||||||||||||||||||
Balance — March 31, 2021 | 7,480,214 | $ | 748 | 15,000,000 | $ | 1,500 | $ | 5,851,241 | $ | (853,487 | ) | $ | 5,000,002 | |||||||||||||||
Class A ordinary shares subject to possible redemption | (126,330 | ) | (13 | ) | — | — | (1,263,287 | ) | — | (1,263,300 | ) | |||||||||||||||||
Net income | — | — | — | — | — | 1,263,303 | 1,263,303 | |||||||||||||||||||||
Balance — June 30, 2021 | 7,353,884 | $ | 735 | 15,000,000 | $ | 1,500 | $ | 4,587,954 | $ | 409,816 | $ | 5,000,005 | ||||||||||||||||
2021
Cash Flows from Operating Activities: | ||||
Net loss | $ | (8,130 | ) | |
Changes in operating assets and liabilities: | ||||
Accrued expenses | 5,630 | |||
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Net cash used in operating activities | (2,500 | ) | ||
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Cash Flows from Financing Activities: | ||||
Proceeds from promissory note — related party | 100,000 | |||
Payment of offering costs | (74,635 | ) | ||
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Net cash used in operating activities | 25,365 | |||
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Net Change in Cash | 22,865 | |||
Cash — Beginning | — | |||
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Cash — Ending | $ | 22,865 | ||
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Non-cash investing and financing activities: | ||||
Deferred offering costs included in accrued offering costs | $ | 246,351 | ||
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Deferred offering costs paid by Sponsor in exchange for the issuance of Class B ordinary shares | $ | 25,000 | ||
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Deferred offering costs paid through promissory note — related party | $ | 157,468 | ||
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Cash Flows from Operating Activities: | ||||
Net income | $ | 26,165,499 | ||
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Change in fair value of warrant liability | (20,680,000 | ) | ||
Change in fair value of FPA liability | (6,166,615 | ) | ||
Interest earned on investments held in Trust Account | (18,136 | ) | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (639,740 | ) | ||
Accounts payable and accrued expenses | 149,446 | |||
Net cash used in operating activities | (1,189,546 | ) | ||
Net Change in Cash | (1,189,546 | ) | ||
Cash — Beginning of period | 1,194,821 | |||
Cash — End of period | $ | 5,275 | ||
Non-Cash Investing and Financing Activities: | ||||
Change in value of Class A ordinary shares subject to possible redemption | $ | 26,165,500 | ||
SEPTEMBER
2021
AVANTI ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2020
(Unaudited)
Trust Account (excluding the amount of deferred underwriting discounts and taxes payable on the income earned) at the time of the signing of the agreement to enter into a Business Combination. The Company will only complete a 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. There is no assurance that the Company will be able to complete a Business Combination successfully.
AVANTI ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2020
(Unaudited)
Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete its initial Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to the rights of holders of the Public Shares.
SEPTEMBER
2021
AVANTI ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2020
(Unaudited)
liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Deferred Offering Costs
Deferred offering costs consist of legal, accounting2021 and other expenses incurred throughDecember 31, 2020.
Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2021 and December 31, 2020, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets.
The Company’s management does not expect that the total amount of unrecognized benefits will materially change over the next twelve months.
amounts):
Three Months Ended June 30, 2021 | Six Months Ended June 30, 2021 | |||||||
Redeemable Class A Ordinary Shares | ||||||||
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares | ||||||||
Interest Income | $ | 9,118 | $ | 18,136 | ||||
Redeemable Net Earnings | $ | 9,118 | $ | 18,136 | ||||
Denominator: Weighted Average Redeemable Class A Ordinary Shares | ||||||||
Redeemable Class A Ordinary Shares, Basic and Diluted | 60,000,000 | 60,000,000 | ||||||
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares | $ | 0.00 | $ | 0.00 | ||||
Non-Redeemable Class B Ordinary Shares | ||||||||
Numerator: Net Income minus Redeemable Net Earnings | ||||||||
Net Income | $ | 1,263,303 | $ | 26,165,499 | ||||
Redeemable Net Earnings | (9,118 | ) | (18,136 | ) | ||||
Non-Redeemable Net Income | $ | 1,254,185 | $ | 26,147,363 | ||||
Denominator: Weighted Average Non-Redeemable B Ordinary Shares | ||||||||
Non-Redeemable B Ordinary Shares, Basic and Diluted | 15,000,000 | 15,000,000 | ||||||
Income/Basic and Diluted Non-Redeemable B Ordinary Shares | $ | 0.08 | $ | 1.74 |
AVANTI ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2020
(Unaudited)
$250,000. $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
nature, except for the Warrants and FPA (see Note 8).
forfeiture of 2,250,000 Founder Shares. Accordingly, as of June 30, 2021 and December 31, 2020, there were 15,000,000 Founder Shares issued and outstanding.
AVANTI ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2020
(Unaudited)
of $14,000,000. The Sponsor has agreed to purchase up to an additional 1,800,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, or an aggregate additional $1,800,000, to the extent the underwriter’s over-allotment option is exercised in full. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants and all underlying securities will expire worthless.
Advance from Related Party
Subsequent to the quarter end, the Sponsor advanced $957,468 to the Company in order to fund the Company’s ongoing working capital needs. The advances are non-interest bearing and due on demand. As of September 30, 2020, there were no advances outstanding.
October 16, 2020. Borrowings under the Promissory Note are no longer available.
AVANTI ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2020
(Unaudited)
financial position, the results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 9,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.
In connection with the closing of the Initial Public Offering and the option to purchase additional Units, the underwriters were paid a cash underwriting discount of $0.20 per Unit, or $12,000,000 in the aggregate.
Agreement
SEPTEMBER
2021
and outstanding, excluding 52,646,116 and 50,029,566 Class A ordinary shares subject to possible redemption., respectively.
outstanding.
AVANTI ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2020
(Unaudited)
share upon exercise of a Public Warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.
at $0.10 per warrant upon a minimum of |
AVANTI ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30 2020
(Unaudited)
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AVANTI ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2020
(Unaudited)
completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be (except
Description | Level | June 30, 2021 | December 31, 2020 | |||||||||
Assets: | ||||||||||||
Investments held in Trust Account | 1 | $ | 600,026,753 | $ | 600,008,617 | |||||||
Liabilities: | ||||||||||||
Warrant Liabilities — Public Warrants | 1 | $ | 31,100,000 | $ | 45,300,000 | |||||||
Warrant Liabilities — Private Placement Warrants | 2 | $ | 14,560,000 | $ | 21,140,000 | |||||||
FPA Liability | 3 | $ | 2,316,663 | $ | 8,483,278 |
June 30, 2021 | December 31, 2020 | |||||||
Risk-free interest rate | 0.05 | % | 0.10 | % | ||||
Time to expiration, in Years | 0.33 | 0.83 | ||||||
Unit price | $ | 10.23 | $ | 10.84 | ||||
Forward Price | $ | 10.00 | $ | 10.00 |
FPA | ||||
Fair value as of December 31, 2020 | $ | 8,483,278 | ||
Change in fair value | (6,166,615 | ) | ||
Fair value as of June 30, 2021 | 2,316,663 | |||
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
expenses of $298,311.
As of September 30, 2020, we had cash of $22,865. Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of ordinary shares by the Sponsor and loans from our Sponsor.
Subsequent to the end of the quarterly period covered by this Quarterly Report, on
or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating
Pursuant to a registration and shareholder rights agreement entered into on October 6, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. We will bear the expenses incurred in connection with the filing of any such registration statements
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
ITEM 4. | CONTROLS AND PROCEDURES |
Evaluation
As required by Rules 13a-15fprincipal financial and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried outaccounting officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of Septemberthe end of the fiscal quarter ended June 30, 2020.2021, as such term is defined in Rules
period presented.
Specifically, we enhanced the supervisory review of accounting procedures in this financial reporting area and expanded and improved our review process for complex securities and related accounting standards. As of June 30, 2021, this had not been fully remediated.
ITEM 1. | LEGAL PROCEEDINGS. |
ITEM 1A. | RISK FACTORS. |
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. |
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES. |
ITEM 4. | MINE SAFETY DISCLOSURES. |
ITEM 5. | OTHER INFORMATION. |
ITEM 6. | EXHIBITS |
* | Filed herewith. |
** | Furnished. |
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AVANTI ACQUISITION CORP. | ||||||
Date: | /s/ Nassef Sawiris | |||||
Name: | Nassef Sawiris | |||||
Title: | Chief Executive Officer | |||||
(Principal Executive Officer) | ||||||
/s/ Johann Dumas | ||||||
Name: | Johann Dumas | |||||
Title: | Chief Financial Officer | |||||
(Principal Financial Officer and Accounting Officer) |
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