Current Report Filing (8-k)
May 28 2021 - 5:21PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 28, 2021
AVANTI ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
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Cayman Islands
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001-39586
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98-1550179
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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PO Box 1093, Boundary Hall,
Cricket Square, Grand Cayman
Cayman Islands
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KY1-1102
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(Address of principal executive offices)
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(Zip Code)
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(345) 814-5831
Registrants telephone number, including area code
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant
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AVAN.U
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New York Stock Exchange
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Class A Ordinary Shares included as part of the units
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AVAN
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New York Stock Exchange
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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
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AVAN WS
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing.
On May 25, 2021, Avanti Acquisition Corp. (the Company) received a notice from the New York Stock
Exchange (the NYSE) indicating that it is not in compliance with NYSE continued listing requirements under the timely filing criteria established in Section 802.01E of the NYSE Listed Company Manual as a result of its failure to
timely file the Form 10-Q for the fiscal quarter ended March 31, 2021 (the Form 10-Q).
On April 12, 2021, the staff of the Securities and Exchange Commission (SEC) issued a public statement entitled Staff
Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (SPACs) (the Statement), which clarified guidance for all SPAC-related companies regarding the accounting
and reporting for their warrants. The immediacy of the effective date of the new guidance set forth in the Statement has resulted in a significant number of SPACs re-evaluating the accounting treatment for
their warrants with their professional advisors, including auditors and other advisors responsible for assisting SPACs in the preparation of financial statements. This, in turn, has resulted in the Companys delay in preparing and finalizing
its financial statements as of and for the quarter ended March 31, 2021 and filing its Form 10-Q with the SEC by the prescribed deadline.
Under the NYSEs rules, the Company has six months following receipt of the notification of
non-compliance to file the Form 10-Q with the SEC and can regain compliance with the NYSE listing standards before that deadline. As required by the NYSE rules, on
May 28, 2021, the Company issued a press release regarding the matters described in this Item 3.01. A copy of the press release is included as Exhibit 99.1 to this Current Report and incorporated herein by reference. The Company intends to file
the Form 10-Q to cure the non-compliance.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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Date: May 28, 2021
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AVANTI ACQUISITION CORP.
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By:
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/s/ Johann Dumas
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Name:
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Johann Dumas
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Title:
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Chief Financial Officer
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