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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Avanti Acquisition Corp | NYSE:AVAN | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.04 | 0 | 01:00:00 |
☒ | 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 THE 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 Cayman Cayman Islands |
KY1-1102 | |
(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant |
AVAN.U |
New York Stock Exchange | ||
Class A Ordinary Shares included as part of the units |
AVAN |
New York Stock Exchange | ||
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 |
AVAN WS |
New York Stock Exchange |
Large, accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
ITEM 1. |
FINANCIAL STATEMENTS |
For the Three Months Ended March 31, 2022 |
For the Three Months Ended March 31, 2022 |
|||||||
Operating costs |
$ | 390,885 | $ | 400,941 | ||||
Loss from operations |
(390,885 |
) |
(400,941 |
) | ||||
Other income: |
||||||||
Interest earned on investments held in Trust Account |
49,884 | 9,018 | ||||||
Change in fair value of FPA liabilities |
985,006 | 5,054,119 | ||||||
Change in fair value of warrant liabilities |
14,608,000 | 20,240,000 | ||||||
Total other income |
15,642,890 | 25,303,137 | ||||||
Net income |
$ |
15,252,005 |
$ |
24,902,196 |
||||
Weighted average shares outstanding, Class A ordinary shares |
60,000,000 | 60,000,000 | ||||||
Basic and diluted net income per share, Class A ordinary shares |
$ |
0.20 |
$ |
0.33 |
||||
Weighted average shares outstanding, Class B ordinary shares |
15,000,000 | 15,000,000 | ||||||
Basic and diluted net income per share, Class B ordinary shares |
$ |
0.20 |
$ |
0.33 |
||||
Class A Ordinary Shares |
Class B Ordinary Shares |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholder’s Deficit |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance—January 1, 2022 |
— |
$ |
— |
15,000,000 |
$ |
1,500 |
$ |
— |
$ |
(48,146,786 |
) |
$ |
(48,145,286 |
) | ||||||||||||||
Net income |
— | — | — | — | — | 15,252,005 | 15,252,005 | |||||||||||||||||||||
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|
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Balance—March 31, 2022 (unaudited) |
— |
$ |
— |
15,000,000 |
$ |
1,500 |
$ |
— |
$ |
(32,894,781 |
) |
$ |
(32,893,281 |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
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|
|
|
Class A Ordinary Shares |
Class B Ordinary Shares |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholder’s Deficit |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance —January 1, 2021 |
— |
$ |
— |
15,000,000 |
$ |
1,500 |
$ |
— |
$ |
(94,705,834 |
) |
$ |
(94,704,334 |
) | ||||||||||||||
Net income |
— | — | — | — | — | 24,902,196 | 24,902,196 | |||||||||||||||||||||
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Balance —March 31, 2021 (unaudited) |
— |
$ |
— |
15,000,000 |
$ |
1,500 |
$ |
— |
$ |
(69,803,638 |
) |
$ |
(69,802,138 |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, 2022 |
For the Three Months Ended March 31, 2021 |
|||||||
Cash Flows from Operating Activities: |
||||||||
Net income |
$ | 15,252,005 | $ | 24,902,196 | ||||
Adjustments to reconcile net income to net cash used in operating activities: |
||||||||
Change in fair value of warrant liabilities |
(14,608,000 | ) | (20,240,000 | ) | ||||
Change in fair value of FPA liability |
(985,006 | ) | (5,054,119 | ) | ||||
Interest earned on investments held in Trust Account |
(49,884 | ) | (9,018 | ) | ||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses |
36,273 | (558,984 | ) | |||||
Accounts payable and accrued expenses |
106,614 | 198,018 | ||||||
Net cash used in operating activities |
$ |
(247,998 |
) |
$ |
(761,907 |
) | ||
Cash Flows from Financing Activities: |
||||||||
Proceeds from promissory note—related party |
375,000 | — | ||||||
Net cash provided by financing activities |
$ |
375,000 |
$ |
— |
||||
Net Change in Cash |
$ |
127,002 |
$ |
(761,907 |
) | |||
Cash – Beginning of period |
67,132 | 1,194,821 | ||||||
Cash – End of period |
$ |
194,134 |
$ |
432,914 |
||||
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 |
||
For the Three Months Ended March 31, 2022 |
For the Three Months Ended March 31, 2021 |
|||||||||||||||
Class A |
Class B |
Class A |
Class B |
|||||||||||||
Basic and diluted net income per ordinary share |
||||||||||||||||
Numerator: |
||||||||||||||||
Allocation of net income, as adjusted |
$ | 12,201,604 | $ | 3,050,401 | $ | 19,921,757 | $ | 9 | ||||||||
Denominator: |
||||||||||||||||
Basic and diluted weighted average shares outstanding |
60,000,000 | 15,000,000 | 60,000,000 | 15,000,000 | ||||||||||||
Basic and diluted net income per ordinary share |
$ | 0.20 | $ | 0.20 | $ | 0.33 | $ | 0.33 |
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon a minimum of 30 days’ prior written notice of redemption; and |
• | if, and only if, the reported closing price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days prior to the date on which the Company sends the notice of redemption to the warrant holders. |
• | in whole and not in part; |
• | at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Company’s Class A ordinary shares; |
• | if, and only if, the last reported sale price (the “closing price”) of the Company’s Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and |
• | if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. |
Description |
Level |
March 31, 2022 |
December 31, 2021 |
|||||||||
Assets: |
||||||||||||
Investments held in Trust Account |
1 | $ | 600,096,322 | $ | 600,046,438 | |||||||
Liabilities: |
||||||||||||
Warrant Liabilities — Public Warrants |
1 | $ | 7,800,000 | $ | 17,760,000 | |||||||
Warrant Liabilities — Private Placement Warrants |
2 | $ | 3,640,000 | $ | 8,288,000 | |||||||
FPA Liability |
3 | $ | 29,991 | $ | 1,014,997 |
March 31, 2022 |
December 31, 2021 |
|||||||
Risk-free interest rate |
0.06 | % | |
|
0.06 |
% | ||
Time to expiration, in Years |
0.25 | |
|
0.25 |
| |||
Unit price |
$ | 10.10 | $ |
10.10 |
| |||
Forward Price |
$ | 10.00 | $ |
10.00 |
|
FPA |
||||
Fair value as of January 1, 2021 |
$ |
8,483,278 |
||
Change in fair value |
(5,054,119 |
) | ||
|
|
|||
Fair value as of March 31, 2021 |
3,429,159 |
|||
|
|
|||
|
|
|
|
|
Fair value as of January 1, 2022 |
1,014,997 |
|||
Change in fair value |
(985,006 |
) | ||
|
|
|||
Fair value as of March 31, 2022 |
29,991 |
|||
|
|
ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET-RISK |
ITEM 4. |
CONTROLS AND PROCEDURES |
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. |
AVANTI ACQUISITION CORP. | ||||||
Date: May 16, 2022 |
/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) |
1 Year Avanti Acquisition Chart |
1 Month Avanti Acquisition Chart |
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