Attached files
file | filename |
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EX-23.1 - EX-23.1 - Avanti Acquisition Corp. | d44413dex231.htm |
EX-5.2 - EX-5.2 - Avanti Acquisition Corp. | d44413dex52.htm |
EX-5.1 - EX-5.1 - Avanti Acquisition Corp. | d44413dex51.htm |
As filed with the U.S. Securities and Exchange Commission on October 1, 2020 under the Securities Act of 1933, as amended.
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Avanti Acquisition Corp.
(Exact name of registrant as specified in its charter)
Cayman Islands | 6770 | 98-1550179 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
PO Box 1093, Boundary Hall,
Cricket Square, Grand Cayman,
KY1-1102, Cayman Islands
(345) 814-5831
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Donald J. Puglisi, Esq.
Puglisi & Associates
850 Liberty Avenue #204
Newark, Delaware 19711
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
Christian O. Nagler Peter S. Seligson Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 (212) 446-4800 |
Gregg A. Noel P. Michelle Gasaway Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue, Suite 1400 Palo Alto, California 94301 (650) 470-4500 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the Securities Act) check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-248838
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act of 1934, as amended (the Exchange Act). ☐
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Each Class of Securities to be Registered |
Amount to be Registered (1) |
Proposed Maximum Offering Price Per Unit |
Proposed Maximum Aggregate Offering Price (2) |
Amount of Registration Fee | ||||
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant |
11,500,000 units | $10.00 | $115,000,000 | $12,546.50 | ||||
Class A ordinary shares included as part of the units(3) |
11,500,000 shares | | | (4) | ||||
Redeemable warrants included as part of the units(3) |
5,750,000 warrants | | | (4) | ||||
Total
|
$115,000,000 | $12,546.50(5) | ||||||
| ||||||||
|
(1) | Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-248838). |
(2) | Estimated solely for the purpose of calculating the registration fee. |
(3) | Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions. |
(4) | No fee pursuant to Rule 457(g). |
(5) | The Registrant previously registered securities having a proposed maximum aggregate offering price of $575,000,000 on its Registration Statement on Form S-1, as amended (File No. 333-248838), which was declared effective by the Securities and Exchange Commission on October 1, 2020. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $115,000,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters option to purchase additional units. |
EXPLANATORY NOTE
This registration statement on Form S-1 (the Registration Statement) is being filed with respect to the registration of 11,500,000 additional units of Avanti Acquisition Corp., a Cayman Islands exempted company (the Registrant), each consisting of one Class A ordinary share and one-half of one redeemable warrant, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, and only whole warrants are exercisable. This Registration Statement relates to the Registrants Registration Statement on Form S-1, as amended (File No. 333-248838) (the Prior Registration Statement), initially filed by the Registrant on September 16, 2020 and declared effective by the Securities and Exchange Commission (the Commission) on October 1, 2020. The required opinions of counsel and related consents and accountants consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.
CERTIFICATION
The Registrant hereby certifies to the Commission that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commissions account at U.S. Bank as soon as practicable (but no later than the close of business as of October 2, 2020), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than October 2, 2020.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. | Exhibits and Financial Statement Schedules. |
(a) Exhibits. All exhibits filed with or incorporated by reference in the Prior Registration Statement on Form S-1 (SEC File No. 333-248838) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of London, United Kingdom, on the 1st day of October 2020.
AVANTI ACQUISITION CORP. |
By: | /s/ Nassef Sawiris |
Name: | Nassef Sawiris | |
Title: | Chairman and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Name |
Position |
Date | ||
/s/ Nassef Sawiris Nassef Sawiris |
Chairman and Chief Executive Officer |
October 1, 2020 | ||
/s/ Johann Dumas Johann Dumas |
Chief Financial Officer |
October 1, 2020 | ||
/s/ Colin Hall Colin Hall |
Director |
October 1, 2020 | ||
/s/ Brent Hoberman Brent Hoberman |
Director |
October 1, 2020 | ||
/s/ Sophie Krishnan Sophie Krishnan |
Director |
October 1, 2020 | ||
/s/ Roberto Mignone Roberto Mignone |
Director |
October 1, 2020 |
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of Avanti Acquisition Corp., in the City of Newark, Delaware, on the 1st day of October, 2020.
By: | /s/ Donald J. Puglisi |
Name: Donald J. Puglisi | ||
Title: Authorized Representative |