8-K 1 tm2110146d14_8k.htm FORM 8-K

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

 

 

 

PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): August 9, 2021

 

Avista Public Acquisition Corp. II
(Exact name of registrant as specified in its charter)

 

Cayman Islands 001-40720 98-1584818
(State or other jurisdiction of
incorporation)		 (Commission File Number) (I.R.S. Employer Identification No.)

 

65 East 55th Street
18th Floor
New York, NY 10022
(Address of principal executive offices) (Zip Code)

 

(212) 593-6900
(Registrant’s 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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbols   Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant   AHPAU   Nasdaq Capital Market
Class A ordinary shares, par value $0.0001 per share   AHPA   Nasdaq Capital Market
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share   AHPAW   Nasdaq Capital Market

 

x Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
¨ 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 8.01Other Events.

 

On August 12, 2021, the Company consummated its initial public offering (the “IPO”) of 23,000,000 units (the “Units”) of the Company, including the issuance of 3,000,000 Units as a result of the underwriter’s exercise in full of their over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Class A Ordinary Shares”), and one-third of one redeemable warrant of the Company, each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000.

 

Substantially concurrently with the closing of the IPO, the Company completed the private sale of 8,233,333 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant, to the Company’s sponsor, Avista Acquisition LP II (the “Sponsor”), generating gross proceeds to the Company of $12,350,000. The Private Placement Warrants are identical to the warrants sold as part of the Units in the IPO, except that, so long as they are held by the Sponsor or its permitted transferees: (i) they (including the Class A Ordinary Shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Company’s initial business combination and (ii) they (including the Class A Ordinary Shares issuable upon exercise of these warrants) are entitled to registration rights.

 

A total of $235,750,000, comprised of the proceeds from the IPO and a portion of the sale of the Private Placement Warrants, were placed in a U.S.-based trust account at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes if such funds are held in an interest-bearing account, the proceeds from the IPO will not be released from the trust account until the earliest to occur of: (i) the completion of the Company’s initial business combination; (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (a) to modify the substance or timing of the Company’s obligation to provide holders of the Company’s Class A Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial business combination or to redeem 100% of its public shares if the Company does not complete its initial business combination within 18 months from the closing of the IPO or (b) with respect to any other provision relating to the rights of holders of the Company’s Class A Ordinary Shares; or (iii) the redemption of all of the Company’s public shares if it has not completed its initial business combination within 18 months from the closing of the IPO.

 

On August 9, 2021, in connection with the IPO, the Company adopted its amended and restated memorandum and articles of association and, on the dates referred to below, entered into the following agreements, the forms of which were previously filed as exhibits to the Company’s registration statement (File No. 333-257177):

 

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·A Warrant Agreement, dated August 9, 2021, between the Company and Continental Stock Transfer & Trust Company.

 

·An Investment Management Trust Agreement, dated August 9, 2021, between the Company and Continental Stock Transfer & Trust Company.

 

·A Registration Rights Agreement, dated August 9, 2021, among the Company, the Sponsor and certain other security holders named therein.

 

·A Private Placement Warrants Purchase Agreement, dated August 9, 2021, between the Company and the Sponsor.

 

·An Administrative Services Agreement, dated August 9, 2021, between the Company and an affiliate of the Sponsor.

 

·Letter Agreements, dated August 9, 2021, between the Company and each of its officers and directors and the Sponsor.

 

·Indemnity Agreements, dated August 9, 2021, between the Company and each of its officers and directors and the Sponsor.
  
·A Forward Purchase Agreement, dated August 9, 2021, between the Company and the Sponsor.

 

On August 9, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the pricing of the IPO. On August 12, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K, announcing the closing of the IPO.

 

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Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits. The following exhibits are filed with this Form 8-K:

 

Exhibit No.   Description of Exhibits
     
3.1   Amended and Restated Memorandum and Articles of Association.
     
4.1   Warrant Agreement, dated August 9, 2021, between the Company and Continental Stock Transfer & Trust Company.
     
10.1   Investment Management Trust Agreement, dated August 9, 2021, between the Company and Continental Stock Transfer & Trust Company.
     
10.2   Registration Rights Agreement, dated August 9, 2021, among the Company, the Sponsor and certain other security holders named therein.
     
10.3   Private Placement Warrants Purchase Agreement, dated August 9, 2021, between the Company and the Sponsor.
     
10.4   Administrative Services Agreement, dated August 9, 2021, between the Company and an affiliate of the Sponsor.
     
10.5   Form of Letter Agreements, dated August 9, 2021, between the Company and each of its officers and directors and the Sponsor.
     
10.6   Form of Indemnity Agreements, dated August 9, 2021, between the Company and each of its officers and directors and the Sponsor.
     
10.7   Forward Purchase Agreement, dated August 9, 2021, between the Company and the Sponsor.
     
99.1   Press Release, dated August 9, 2021.
     
99.2   Press Release, dated August 12, 2021.

 

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SIGNATURE

 

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.

 

  Avista Public Acquisition Corp. ii
 
Date: August 12, 2021 By:  /s/ Benjamin Silbert
  Name:  Benjamin Silbert
  Title:   General Counsel