UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR ~~Section~~ 15(dD)

ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of Report (Date of earliest event reported): ~~November 29~~October 6, ~~2021~~2022

AVANTI ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-39586	98-1550179
(State or other jurisdiction ofincorporation or organization)	(CommissionFile Number)	(I.R.S. EmployerIdentification Number)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

PO Box 1093, Boundary Hall,
PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman, Cayman Islands		KY1-1102
Cricket Square, Grand Cayman
(Address of principal executive offices)		(Zip Code)
Cayman Islands	KY1-1102
(Address of principal executive offices)	(Zip Code)

(345) 814-5831

(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 ~~filing~~ is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written ~~communications~~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-~~commencement~~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	TradingSymbol(s)	Name of each exchangeon which registered
Units, each consisting of one Class AOrdinary Share, $0.0001 par value, andone-half of one warrant	AVAN.U	New York Stock Exchange
Units, each consisting of one Class Aordinary share, $0.0001 par value, andone-half of one redeemable warrant	AVAN.U	New York Stock Exchange
Class A Ordinary Shares included aspart of the units	AVAN	New York Stock Exchange
Class A ordinary shares included aspart of the units	AVAN	New York Stock Exchange
Redeemable warrants included as partof the units, each whole warrantexercisable for one Class A OrdinaryShare at an exercise price of $11.50	AVAN WS	New York Stock Exchange
Warrants included as partof the units, each whole warrantexercisable for one Class A ordinaryshare at an exercise price of $11.50	AVAN WS	New York Stock Exchange

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).

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 13(a) of the Exchange Act. ☐

~~This~~Item ~~Current Report on Form 8-K is filed by Avanti Acquisition Corp~~7.,01 aRegulation ~~Cayman~~FD ~~Islands exempted company (the “Company”), in connection with the matters described herein~~Disclosure.

~~Item~~On October 46, 2022, Avanti Acquisition Corp.02 ~~Non-Reliance~~(the on“Company”) ~~Previously~~issued ~~Issued~~a ~~Financial~~press ~~Statement~~release announcing that its board of directors has determined to redeem all of its outstanding Class A ordinary shares, effective as of October 20, 2022, because the Company will not be able to consummate an initial business combination within the time period required by its amended and ~~Related~~restated ~~Audit~~memorandum ~~Report~~and articles of association.

OnA ~~November 24,~~copy ~~2021, the Company’s management (the “Management) and the audit committee~~ of the ~~Company’s~~press ~~board~~release ofis ~~directors~~furnished ~~(the “Audit Committee”) concluded that the Company’s (i) previous audited balance sheet related to its IPO dated October 6, 2020 and its audited financial statements~~ as ofExhibit ~~December 31,~~99.1 2020 and for the period from July 24, 2020 (inception) through December 31, 2020, as previously restated in the Company’s Annual Report on Form 10-K/A for the period from July 24, 2020 (inception) to ~~December 31,~~this 2020 and as of December 31, 2020, filed with the SEC on July 12, 2021 (the “Form 10-K/A”), (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on July 12, 2021, (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 13, 2021 and (iv) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 15, 2021 (collectively, the “Affected Periods”), should no longer be relied upon due to a reclassification of the Company’s temporary and permanent equity. In addition, the audit reports of Withum included in the Current Report on Form 8-K ~~filed with the SEC on October 13, 2020~~ and ~~included~~incorporated inherein ~~the~~by ~~Form 10-K/A filed with the SEC on July 12, 2021 should no longer be relied upon~~reference. Since the Company’s IPO, the Company has considered the Class A ordinary shares subject to possible redemption to be equal to the redemption value of $10.00 per Class A ordinary share while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Upon further analysis, Management has determined that the Class A ordinary shares issued during the IPO and pursuant to the exercise of the underwriters’ overallotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, Management concluded that the redemption value should include all Class A ordinary shares subject to possible redemption, resulting in the Class A ordinary shares subject to possible redemption being equal to their redemption value.

The ~~Company~~information ~~does~~in this Item 7.01 and Exhibit 99.1 attached hereto shall not ~~expect~~be ~~any~~deemed “filed” for purposes of Section 18 of the ~~above~~Securities ~~changes~~Exchange ~~will~~Act ~~have~~of ~~any~~1934, ~~impact~~as onamended ~~its~~(the ~~cash~~“Exchange ~~position~~Act”), ~~and~~or ~~cash~~otherwise ~~held~~subject into the ~~trust~~liabilities ~~account~~of ~~established~~that section, nor shall it be deemed incorporated by reference in ~~connection~~any ~~with~~filing under the Securities ~~IPO~~Act (of 1933, as amended, or the Exchange ~~“Trust~~Act, ~~Account”)~~except as expressly set forth by specific reference in such filing.

AsItem ~~such,~~9.01 ~~the~~Financial ~~Company~~Statements intends to restate the financial statements for the Affected Periods in an amendment to its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 15, 2021 (the “Q3 Form 10-Q”), and ~~in an amendment to the Form 10-K/A~~Exhibits.

The Company’s management has concluded that in light of the classification error described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective(d) Exhibits. ~~The Company’s remediation with respect to such material weakness will be described in more detail in the amendment to the Q3 Form 10-Q.~~

The ~~Company’s~~following ~~management~~document ~~and~~is ~~the~~attached ~~Audit~~as ~~Committee~~an ~~have~~exhibit ~~discussed~~to ~~the matters disclosed in~~ this Current Report on Form 8-K ~~pursuant to this Item 4~~.02 ~~with the Company’s independent registered public accounting firm, Withum, Smith + Brown, PC.~~

Forward Looking Statements


Exhibit No.		Description

99.1		Press Release, dated October 6, 2022

104		Cover Page Interactive Data File (embedded within the Inline XBRL document

~~This~~Cautionary ~~Current~~Note ~~Report~~Regarding ~~on Form 8~~Forward-KLooking ~~includes~~Statements “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the impact of the Company’s restatement of certain historical financial statements, the Company’s cash position and cash held in the Trust Account and any proposed remediation measures with respect to identified material weaknesses. These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

Certain information contained in this Current Report on Form 8-K may be deemed to constitute forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations or forecasts for future events, including, without limitation, the redemption of the Company’s public shares. These statements may be preceded by, followed by or include the words “may,” “might,” “will,” “will likely result,” “should,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or similar expressions. Such statements are subject to certain risks and uncertainties that could cause our actual results in the future to differ materially from the Company’s historical results and those presently anticipated or projected. The Company wishes to caution investors not to place undue reliance on any such forward-looking statements. Any forward-looking statements speak only as of the date on which such statements are made, and the Company undertakes no obligation to update such statements to reflect events or circumstances arising after such date. The Company assumes no obligation to update forward-looking statements except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect to those or other forward-looking statements.

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.

Date: November 29, 2021	AVANTI ACQUISITION CORP.
	Avanti Acquisition Corp.
	By:	/s/ Johann Dumas
Date: October 6, 2022	By:	/s/ Johann Dumas
		Name: Johann Dumas
	Name:	Johann Dumas
		Title: Chief Financial Officer
	Title:	Chief Financial Officer

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