Form 10-Q Avanti Acquisition Corp. For: Jun 30
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 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
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(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-half of one redeemable warrant |
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Large, accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
Page |
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PART 1 — FINANCIAL INFORMATION |
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Item 1. |
1 |
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1 |
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2 |
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3 |
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4 |
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5 |
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Item 2. |
16 |
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Item 3. |
19 |
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Item 4. |
19 |
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PART II — OTHER INFORMATION |
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Item 1. |
20 |
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Item 1A. |
20 |
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Item 2. |
21 |
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Item 3. |
21 |
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Item 4. |
21 |
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Item 5. |
21 |
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Item 6. |
22 |
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23 |
ITEM 1. |
FINANCIAL STATEMENTS |
June 30, 2022 |
December 31, 2021 |
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(Unaudited) |
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ASSETS |
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Current assets |
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Cash |
$ | $ | ||||||
Prepaid expenses |
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Total Current Assets |
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FPA Asset |
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Investments held in Trust Account |
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TOTAL ASSETS |
$ |
$ |
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LIABILITIES, ORDINARY SHARES SUBJECT TO REDEMPTION AND SHAREHOLDERS’ DEFICIT |
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Current liabilities |
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Accounts payable and accrued expenses |
$ | $ | ||||||
Promissory note – related party |
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Total Current Liabilities |
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FPA liabilities |
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Warrant liabilities |
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Deferred underwriting fee payable |
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TOTAL LIABILITIES |
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Commitments and Contingencies |
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Class A ordinary shares subject to possible redemption, approximately $ $, respectively |
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Shareholders’ Deficit |
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Preference shares, $ |
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Class A ordinary shares, $ |
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Class B ordinary shares, $ |
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Additional paid-in capital |
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Accumulated deficit |
( |
) | ( |
) | ||||
Total Shareholders’ Deficit |
( |
) |
( |
) | ||||
TOTAL LIABILITIES, ORDINARY SHARES SUBJECT TO REDEMPTION AND SHAREHOLDERS’ DEFICIT |
$ |
$ |
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Three Months Ended June 30, |
Six Months Ended June 30, |
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2022 |
2021 |
2022 |
2021 |
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Operating costs |
$ | $ | $ | $ | ||||||||||||
Loss from operations |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||
Other income: |
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Interest earned on investments held in Trust Account |
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Change in fair value of FPA |
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Change in fair value of warrant liabilities |
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Total other income |
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Net income |
$ |
$ |
$ |
$ |
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Weighted average shares outstanding of Class A ordinary shares |
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Basic and diluted net income per share, Class A ordinary shares |
$ |
$ |
$ |
$ |
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Weighted average shares outstanding, Class B ordinary shares |
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Basic and diluted net income per share, Class B ordinary shares |
$ |
$ |
$ |
$ |
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Class A Ordinary Shares |
Class B Ordinary Shares |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholder’s Deficit |
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Shares |
Amount |
Shares |
Amount |
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Balance—January 1, 2022 |
— |
$ |
— |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
Balance—March 31, 2022 (unaudited) |
— |
$ |
— |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||
Accretion for Class A ordinary shares to redemption amount |
( |
) | ( |
) | ||||||||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
Balance—June 30, 2022 (unaudited) |
— |
$ |
— |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||
Class A Ordinary Shares |
Class B Ordinary Shares |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholder’s Deficit |
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Shares |
Amount |
Shares |
Amount |
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Balance —January 1, 2021 |
— |
$ |
— |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
Balance —March 31, 2021 (unaudited) |
— |
$ |
— |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
Balance —June 30, 2021 (unaudited) |
— |
$ |
— |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||
For the Six Months Ended June 30, 2022 |
For the Six Months Ended June 30, 2021 |
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Cash Flows from Operating Activities: |
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Net income |
$ | $ | ||||||
Adjustments to reconcile net income to net cash used in operating activities: |
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Change in fair value of warrant liabilities |
( |
) | ( |
) | ||||
Change in fair value of FPA |
( |
) | ( |
) | ||||
Interest earned on investments held in Trust Account |
( |
) | ( |
) | ||||
Changes in operating assets and liabilities: |
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Prepaid expenses |
( |
) | ||||||
Accounts payable and accrued expenses |
( |
) | ||||||
Net cash used in operating activities |
( |
) |
( |
) | ||||
Cash Flows from Financing Activities: |
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Proceeds from promissory note—related party |
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Net cash provided by financing activities |
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Net Change in Cash |
( |
) |
( |
) | ||||
Cash – Beginning of period |
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Cash – End of period |
$ |
$ |
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Non-cash investing and financing activities: |
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Accretion for Class A ordinary shares subject to possible redemption |
$ | $ |
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Gross proceeds |
$ | |||
Less: |
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Proceeds allocated to Public Warrants |
( |
) | ||
Class A ordinary shares issuance costs |
( |
) | ||
Plus: |
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Accretion of carrying value to redemption value |
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Class A ordinary shares subject to possible redemptions, December 31, 2021 |
$ |
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Plus: |
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Accretion of carrying value to redemption value |
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Class A ordinary shares subject to possible redemptions, June 30, 2022 |
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Three Months Ended June 30, |
Six Months Ended June 30, |
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2022 |
2021 |
2022 |
2021 |
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Class A |
Class B |
Class A |
Class B |
Class A |
Class B |
Class A |
Class B |
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Numerator: |
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Allocation of net income, as adjusted |
$ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||
Denominator: |
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Basic and diluted weighted average shares outstanding |
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Basic and diluted net income per ordinary share |
$ | $ | $ | $ | $ | $ | $ |
• | 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 $ |
• | upon a minimum of |
• | if, and only if, the reported closing price of the Company’s Class A ordinary shares equals or exceeds $ a 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 $ |
• | if, and only if, the last reported sale price (the “closing price”) of the Company’s Class A ordinary shares equals or exceeds $ |
• | if the closing price of the Class A ordinary shares for any a 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 $ |
Description |
Level |
June 30, 2022 |
December 31, 2021 |
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Assets: |
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Investments held in Trust Account |
1 | $ | $ | |||||||||
Liabilities: |
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Warrant Liabilities — Public Warrants |
1 | $ | $ | |||||||||
Warrant Liabilities — Private Placement Warrants |
2 | $ | $ | |||||||||
FPA (Asset) Liability |
3 | $ | ( |
) | $ |
June 30, 2022 |
December 31, 2021 |
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Risk-free interest rate |
% | % | ||||||
Time to expiration, in Years |
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Unit price |
$ | $ | |
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Forward Price |
$ | $ | |
FPA |
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Fair value as of January 1, 2021 |
$ | |||
Change in fair value |
( |
) | ||
Fair value as of March 31, 2021 |
||||
Change in fair value |
( |
) | ||
Fair value as of June 30, 2021 |
$ | |||
Fair value as of January 1, 2022 |
$ | |||
Change in fair value |
( |
) | ||
Fair value as of March 31, 2022 |
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Change in fair value |
( |
) | ||
Fair value as of June 30, 2022 |
$ | ( |
) | |
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: August 10, 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) |
Exhibit 31.1
CERTIFICATIONS
I, Nassef Sawiris, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of Avanti Acquisition Corp.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the condensed financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | [Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313]; |
b) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
c) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: August 10, 2022 | By: | /s/ Nassef Sawiris | ||||
Nassef Sawiris | ||||||
Chief Executive Officer | ||||||
(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATIONS
I, Johann Dumas, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of Avanti Acquisition Corp.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the condensed financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | [Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313]; |
b) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
c) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: August 10, 2022 | By: | /s/ Johann Dumas | ||||
Johann Dumas | ||||||
Chief Financial Officer | ||||||
(Principal Financial Officer and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADDED BY
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Avanti Acquisition Corp. (the Company) on Form 10-Q for the quarterly period ended June 30, 2022, as filed with the Securities and Exchange Commission (the Report), I, Nassef Sawiris, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report. |
Date: August 10, 2022 | By: | /s/ Nassef Sawiris | ||||
Nassef Sawiris | ||||||
Chief Executive Officer | ||||||
(Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADDED BY
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Avanti Acquisition Corp. (the Company) on Form 10-Q for the quarterly period ended June 30, 2022, as filed with the Securities and Exchange Commission (the Report), I, Johann Dumas, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report. |
Date: August 10, 2022 | By: | /s/ Johann Dumas | ||||
Johann Dumas | ||||||
Chief Financial Officer | ||||||
(Principal Financial Officer and Accounting Officer) |
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