UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
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 18, 2021 (
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Explanatory Note
Avista Public Acquisition Corp. II (the “Company”) is filing this Amendment No. 1 to its Current Report on Form 8-K (the "8-K/A”), originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 18, 2021 (the “Original 8-K”), solely to amend and restate the Company’s audited balance sheet as of August 12, 2021 and accompanying footnotes which were filed as an exhibit to the Original 8-K (the “IPO Balance Sheet”).
Background of Restatement
The IPO Balance Sheet is being restated to reclassify a portion of its public shares from permanent equity to temporary equity.
The Company had previously classified a portion of its Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), subject to possible redemption in permanent equity. In accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic 480, “Distinguishing Liabilities from Equity”, paragraph 10-S99-3A, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A Ordinary Shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its amended and restated memorandum and articles of association provides that the Company will not redeem its public shares in an amount that will cause its net tangible assets to be less than $5,000,001. Upon re-evaluation, the Company determined that the Class A Ordinary Shares include certain provisions that require classification of the Class A Ordinary Shares as temporary equity regardless of the minimum net tangible assets threshold. As a result, the Company reclassified all of its Class A Ordinary Shares as temporary equity as of August 12, 2021 and adjusted the initial carrying value to redemption value.
On November 30, 2021, the Company’s management and the audit committee of the Company’s board of directors, after discussion with the Company’s independent registered public accounting firm, determined that the qualitative and quantitative factors support a conclusion that the error was of such magnitude that it is probable that the judgment of a reasonable person relying upon the financial statement would have been influenced by the inclusion or correction of the foregoing items. As such, the Company is restating the IPO Balance Sheet. The correction of the aforementioned classification of the Class A Ordinary Shares as temporary equity is reflected in Exhibit 99.1 included with this 8-K/A.
The restatement does not have any impact on the Company’s cash position or the cash held in its trust account. Refer to Note 2, Restatement of Previously Issued Financial Statement, included in Exhibit 99.1 to this 8-K/A for additional information and for the summary of the accounting impacts of these adjustments to the Company’s balance sheet as of August 12, 2021.
As a result of the restatement described in this 8-K/A, the Company has concluded there was a material weakness in the Company's internal control over financial reporting, and its disclosure controls and procedures were not effective.
Item 8.01 Other 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 its over-allotment option. Each Unit consists of one Class A Ordinary Share of the Company 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, generating gross proceeds to the Company of approximately $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 $225,400,000 of the proceeds from the IPO, including $8,050,000 of the underwriter’s deferred discount, and $10,350,000 of the proceeds of the sale of the Private Placement Warrants, were placed in a trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. An audited balance sheet as of August 12, 2021 reflecting receipt of the proceeds upon the closing of the IPO and the sale of the Private Placement Warrants has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K/A.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
| Exhibit No. | Description of Exhibits | |
| 99.1 | Restated Audited Balance Sheet, as of August 12, 2021. | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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: January 27, 2022 | ||
| By: | /s/ John Cafasso | |
| Name: John Cafasso | ||
| Title: Chief Financial Officer | ||