PART IIRULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate) ☐
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(a)
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The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition
report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date;
and
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(c)
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The accountants statement or other exhibit required by Rule 12b-25(c) has been attached if
applicable.
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PART IIINARRATIVE
State below in reasonable detail the reasons why Forms 10-K,
20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Avanti Acquisition Corp. (the Company) has determined that it is unable, without unreasonable effort or expense, to
file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 (the Q1 2021
Form 10-Q) by the prescribed due date for the reasons described below.
On April 12, 2021, the Staff of the U.S. Securities and Exchange Commission (the SEC) issued the Staff
Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (SPACs) (the SEC Statement), which clarified guidance for all SPAC-related
companies regarding the accounting and reporting for their warrants. Following review of the SEC Statement, the Company reevaluated the accounting treatment of its public warrants and private placement warrants as equity, and concluded that, based
on the SEC Statement, the public warrants and private placement warrants should be, and should previously have been, classified as a liability measured at fair value, with non-cash fair value
adjustments recorded in earnings at each reporting period.
The Company is currently determining the extent of the SEC Statements
impact on its financial statements as of and for the fiscal quarter ended March 31, 2021 included in the Q1 2021 Form 10-Q (the Q1 2021 Financials) and its previously filed
financial statements as of and for the period from July 24, 2020 (inception) through December 31, 2020. The Company is evaluating the impact of the SEC Statement on its internal control over financial reporting related to accounting for
its public and private placement warrants.
The Company is working diligently to complete the Q1 2021
Form 10-Q as soon as possible; however, given the scope of the process for determining the appropriate treatment of the public warrant and private placement warrants in accordance with the SEC
Statement and appropriately reporting such treatment in the Q1 2021 Form 10-Q, the Company is unable to complete and file the Q1 2021 Form 10-Q by the required
due date of May 17, 2021 without unreasonable effort and expense.