Form 10-K/A

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-K/A

Amendment No. 2

(Mark One)

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

For the fiscal year ended December 31, 2020

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

For the transition period from

Avanti Acquisition Corp.

(Exact name of registrant as specified in its charter)


Cayman Islands	001-39586	98-1550179
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

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

Registrant’s telephone number, including area code: (305)

814-5831

Not Applicable

(Former name or former address, if changed since last report)

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


Title of Each Class:	Trading Symbol:	Name of Each Exchange on Which Registered:
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant	AVAN.U	The New York Stock Exchange
Class A Ordinary Shares included as part of the units	AVAN	The New York Stock Exchange
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of 11.50	AVAN WS	The New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer, “smaller reporting company” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes ☒ No ☐

As of September 30, 2020, the last business day of the registrant’s most recently completed last fiscal quarter, the registrant’s securities were not publicly traded. The registrant’s units began trading on the New York Stock Exchange (“NYSE”) on October 2, 2020 and the registrant’s Class A ordinary shares, par value $0.0001 (the “Class A ordinary shares”) and warrants began trading on the NYSE on November 23, 2020. As of December 31, 2020, the aggregate market value of the registrant’s Class A ordinary shares, par value $0.0001 outstanding, computed by reference to the closing sales price for the ordinary shares on December 31, 2020, as reported on the NYSE, was $616,800,000 (based on the closing sales price of the AVAN on December 31, 2020 of $10.28).

As of December 21, 2021

, 60,000,000 Class A ordinary shares, $0.0001 par value and 15,000,000 Class B ordinary shares, $0.0001 par value, were issued and outstanding.

Documents Incorporated by Reference: None.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY			2

PART I			4

Item 1. Business			4

Item 1A. Risk Factors			26

Item 1B. Unresolved Staff Comments			62

Item 2. Facilities			62

Item 3. Legal Proceedings			62

Item 4. Mine Safety Disclosures			62

PART II			63

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			63

Item 6. Selected Financial Data			64

Item 7. Management’s discussion and analysis of financial condition and results of operations			64

Item 7A. Quantitative and Qualitative Disclosures about Market Risk			66

Item 8. Financial Statements and Supplementary Data			66

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			67

Item 9A. Controls and Procedures			67

Item 9B. Other Information			67

Part III			68

Item 10. Directors, Executive Officers and Corporate Governance			68

Item 11. Executive Compensation			77

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			78

Item 13. Certain Relationships and Related Transactions, and Director Independence			81

Item 14. Principal Accountant Fees and Services			83

PART IV			84

Item 15. Exhibits, Financial Statement Schedules			84

Item 16. Form 10-K/A Summary			84

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EXPLANATORY NOTE

References throughout this Amendment No. 2 to the Annual Report on Form 10-K to “we,” “us,” the “Company” or “our company” are to Avanti Acquisition Corp., unless the context otherwise indicates.

This Amendment No. 2 (“Amendment No. 2”) to the Annual Report on Form 10-K/A amends Amendment No. 1 to the Annual Report on Form 10-K/A of Avanti Acquisition Corp. as of and for the period ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on July 12, 2021 (the “First Amended Filing”).

The Company has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable Class A ordinary share, par value $0.0001 per share (the “Public Shares”), issued as part of the units sold in the Company’s initial public offering (the “IPO”) on October 6, 2020. Historically, a portion of the Public Shares was classified as permanent equity to maintain stockholders’ equity greater than $5 million on the basis that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the Company’s amended and restated certificate of incorporation (the “Charter”). Pursuant to such re-evaluation, the Company’s management has determined that the Public Shares include certain provisions that require classification of all of the Public Shares as temporary equity regardless of the net tangible assets redemption limitation contained in the Charter. In addition, in connection with the change in presentation for the Public Shares, the Company determined it should restate its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company.

Therefore, on November 24, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued (i) audited balance sheet as of October 6, 2020 (the “Post IPO Balance Sheet”), as previously restated in the Company’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2020, filed with the SEC on July 12, 2021 (“2020 Form 10-K/A No. 1”), (ii) audited financial statements included in the 2020 Form 10-K/A No. 1, (iii) unaudited interim financial statements included in the Form 10-Q for the quarterly period ended September 30, 2020 as previously restated in the 2020 Form 10-K/A No. 1; (iv) 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; and (v) 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 (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and restate earnings per share and should no longer be relied upon. As such, the Company will restate its financial statements for the Affected Periods in this Form 10-K/A for the Post IPO Balance Sheet and the Company’s audited financial statements included in the 2020 Form 10-K/A No. 1, and the unaudited condensed financial statements for the periods ended March 31, 2021 and June 30, 2021 in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, to be filed with the SEC (the “Q3 Form 10-Q/A”).

The restatement does not have an impact on its cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”).

The Company’s management has concluded that a material weakness remains in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness will be described in more detail in the Q3 Form 10-Q/A.

We are filing this Amendment No. 2 to amend and restate the First Amended Filing with modification as necessary to reflect the restatements. The following items have been amended to reflect the restatements:

Part I, Item 1A. Risk Factors

Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations

Part II, Item 8. Financial Statements and Supplementary Data

Part II, Item 9A Controls and Procedures

In addition, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this filing in connection with this Form 10-K/A (Exhibits 31.1, 31.2, 32.1 and 32.2).

Except as described above, no other information included in the Annual Report on Form 10-K of Avanti Acquisition Corp. as of and for the period ended December 31, 2020, as filed with the SEC on March 31, 2021 (the “Original Filing”) or the First Amended Filing is being amended or updated by this Amendment No. 2 and, other than as described herein, this Amendment No. 2 does not purport to reflect any information or events subsequent to the Original Filing or the First Amended Filing. We have not amended our previously filed Quarterly Report on Form 10-Q for the period affected by the restatement or our previously filed balance sheet, dated October 6, 2020, on Form 8-K. This Amendment No. 2 continues to describe the conditions as of the date of the Original Filing or the First Amended Filing and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Filing or the First Amended Filing. Accordingly, this Amendment No. 2 should be read in conjunction with the Original Filing and the First Amended Filing and with our filings with the SEC subsequent to the Original Filing.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY

This Report, including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “possible,” “may,” “might,” “will,” “potential,” “projects,” “predicts,” “continue,” “could,” “would,” or “should,” or, in each case, their negative or other variations or comparable terminology. These words and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination and any other statements that are not statements of current or historical facts. These statements are based on management’s current expectations, but actual results may differ materially due to various factors, risks, and uncertainties, including, but not limited to:

•

our being a company with no operating history and no revenue;

•

our ability to select an appropriate target business or businesses;

•

our ability to complete our initial business combination;

•

our expectations around the performance of a prospective target business or businesses;

•

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

•

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

•

our potential ability to obtain additional financing to complete our initial business combination;

•

our pool of prospective target businesses;

•

our ability to consummate an initial business combination due to the continued uncertainty resulting from the

COVID-19

pandemic;

•

the ability of our officers and directors to generate a number of potential investment opportunities;

•

our public securities’ potential liquidity and trading;

•

the lack of a market for our securities;

•

the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

•

the trust account not being subject to claims of third parties;

•

our financial performance following our initial public offering; or

•

the other risks and uncertainties discussed in “Risk Factors” and elsewhere in this Report.

The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These risks and others described under “Risk Factors” may not be exhaustive.

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By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Report. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this Report, those results or developments may not be indicative of results or developments in subsequent periods.

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PART I

Item 1. Business

Overview

We are a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Report as “business combination” or “initial business combination.”

Our Sponsor is an affiliate of the NNS Group, a single-family office founded by Mr. Nassef Sawiris, and Sienna Capital, the wholly-owned alternative investment platform of Groupe Bruxelles Lambert, a publicly traded investment holding company, or GBL. We refer to NNS Group and Sienna Capital as our founders.

NNS Group and Sienna Capital bring together a team of professionals with extensive operating, investing and capital raising experience for the purpose of effecting a business combination with an attractive target. We believe that our team will position the target for long-term success in the public markets.

Mr. Sawiris, our chairman and chief executive officer, and Mr. Colin Hall, vice-chairman of the board of directors of Sienna Capital and one of our directors, have focused their careers on investing across a variety of areas and have a track record of identifying high-quality assets, businesses and management teams with significant resources and optimization potential.

We will further be supported by our advisory committee comprised of senior executives from both NNS Group and Sienna Capital with experience in a wide range

of sub-sectors. We

expect that our advisory committee will provide us with access to its expertise and extensive industry networks from which we intend to source and evaluate targets, as well as devise plans to optimize any business that we acquire.

We intend to capitalize on the multiple decades of combined investment experience of our management, our board of directors and advisory committee, as well as on our founders’ respective platforms, to identify and acquire a business that we believe provides opportunities for attractive risk-adjusted returns.

We intend to identify and acquire one or more businesses across various industries in Europe, with a strong U.S. nexus and international reach. We believe this regional focus offers a differentiated investment opportunity to our shareholders. We plan to leverage our team’s European sourcing channels and extensive relationships within the business and financial community to build a pipeline of business combination opportunities.

With respect to the above, past experience or performance of our management team, directors, advisory committee and their respective affiliates is not a guarantee of either (i) our ability to successfully identify and execute a transaction or (ii) success with respect to any business combination that we may consummate. You should not rely on the historical record of our management team or their respective affiliates as indicative of future performance. See Item 1A “Risk Factors—Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us.” No member of our management team has any experience in operating special purpose acquisition companies.

Our Founders / Management Team

Our founders, NNS Group and Sienna Capital, are approaching the formation of Avanti Acquisition Corp. as an opportunity to further capitalize on their knowledge of, and experience investing in, the European markets, their track record of working efficiently together, and their connections with European family-owned businesses. They believe this is a key differentiator of Avanti Acquisition Corp. as compared to other blank check companies. NNS Group and Sienna Capital share the same business principles and investment approach, which include:

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•

seeking sustainable growth of portfolio assets and ultimately long-term value creation through consistent and disciplined implementation of environmental, social and governance principles and sustainable business practices;

•

being long-term and engaged shareholders;

•

promoting a constructive and collaborative approach focused on all stakeholders;

•

partnering with families and founders to facilitate effective business practices while recognizing that confrontational engagement may be ineffective in the European business environment;

•

providing long-term and committed capital to accelerate beneficial change; and

•

adopting a customized approach utilizing varied levers to achieve their aims depending on the specific situation.

NNS Group

NNS Group is a single-family office and privately owned investment group founded by Mr. Sawiris. Mr. Sawiris is the executive chairman of NNS

S.à r.l.-SPF, the

parent company of the NNS Group, and NNS UK Investment

S.à r.l.-SPF, the

parent company of NNS UK Group, a separate investment structure also founded by Mr. Sawiris. NNS Group’s long-term capital allows the group to invest across the economic cycle through constructive and engaged corporate relationships. NNS Group aims at building significant stakes in a concentrated number of companies, mainly, but not exclusively, in Europe and North America, acting as an engaged long-term investor and professional, responsible shareholder.

NNS Group’s strategic objective is to create value through the continuous and sustainable growth of its concentrated listed equity portfolio and its more

diversified, non-disclosed and non-public participations.

NNS Group brings support to its portfolio companies with:

•

deep operating and industrial understanding of several sectors;

•

financial strength and long-term capital;

•

strong focus on high standards of corporate governance;

•

entrepreneurial heritage and rapid decision-making supported by a robust operations team; and

•

a track-record of mergers and acquisitions, complex financial transactions and capital markets transactions.

In the public markets, NNS Group or NNS UK Group are most notably:

•

a significant shareholder in adidas AG;

•

a significant shareholder in Arkema S.A., a French listed specialty chemicals business;

•

the largest shareholder in OCI N.V., a leading fertilizer and chemicals company listed on the Amsterdam stock exchange;

•

the largest shareholder in Orascom Construction PLC, a leading engineering, procurement and construction contractor listed on Nasdaq Dubai and on the Egyptian Stock Exchange; and

•

a significant shareholder in Signature Aviation PLC, a U.K. listed air transportation services provider with a focus on the business jet and private aircraft market.

NNS Group has also invested in excess of approximately $2 billion over the past two years across more than ten companies in the technology, software and media space in the United States, Europe and China.

In the private markets, some of NNS Group’s or NNS UK Group’s significant investments include:

•

the co-ownership alongside

another prominent U.S. based investor of Aston Villa Football Club, the largest professional soccer club of Birmingham, the second largest city in England;

•

being a significant shareholder in Babylon Health (Babylon Holdings Ltd.), a technology and artificial intelligence for

healthcare start-up company,

valued in excess of $2 billion as of August 2019; and

•

being a significant shareholder alongside other like-minded institutions in the 2019 landmark real estate transaction pursuant to which they jointly acquired a 48.5% interest of a joint venture investment vehicle with Vornado, which owns an upper Fifth Avenue and Times Square, New York City, retail real estate portfolio valued by the transaction at $5.56 billion.

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Sienna Capital

Sienna Capital is the alternative investments platform and wholly-owned subsidiary of GBL. Sienna Capital is uniquely positioned to leverage GBL’s European presence and influence to source attractive transactions. Sienna Capital and GBL often share knowledge, experience and investment ideas, which are accretive to both Sienna Capital and GBL.

GBL is an established investment holding company, which has been public since 1956. GBL has a net asset value of approximately €17.5 billion and a market capitalization of approximately €12 billion, in each case as of June 30, 2020. GBL’s purpose is to build sustainable, leading companies through long-term, engaged and responsible ownership. GBL strives to invest in and to support European industry leaders, with strong market positions and exposure to positive global long-term trends. As an engaged owner, GBL seeks to partner with portfolio companies and their management teams to create value over the long-term, in a sustainable manner. GBL aims to maintain a diversified high-quality portfolio composed of global companies where GBL can contribute to value creation by leveraging its experience. GBL seeks to provide attractive returns to its shareholders through a combination of sustainable dividends and growth in its net asset value. GBL has a stable and solid family shareholder base, supported by the partnership between the Frère and Desmarais families, which has been in place for several decades. Mr. Ian Gallienne is currently chief executive officer of GBL (since 2012) and chairman of Sienna Capital (since 2013).

With a net asset value reaching approximately €1.9 billion as of June 30, 2020, Sienna Capital accounts for approximately 11% of GBL’s net asset value. Sienna Capital acts as an active partner for GBL’s investment managers and direct investments. Sienna Capital has created a direct investing and fund environment, whereby it utilizes the GBL ecosystem to source, collaborate, and invest

with best-in-class management

teams and companies in Europe and globally. Initially, Sienna Capital provided seed capital to investment managers and received preferred economics in return for its seeding or transformative capital. Since 2018, Sienna Capital has expanded its investment strategy, and it now seeks to make direct investments, which are sourced either directly, through GBL, or through its fund management network. Currently, Sienna Capital’s portfolio is composed of ten managers and eight direct investments.

Sienna Capital endeavors to invest with the same philosophy as GBL, through long-term, patient, and supportive capital in companies which have defensible business models and are active in sectors with strong long-term fundamentals. Sienna Capital is supportive with its capital and influence, maintaining a close relationship with its investment managers and direct investments.

In July 2018, Sienna Capital invested €250 million alongside KKR in Upfield Europe B.V., valuing the company at an enterprise value of approximately €6.8 billion. The transaction was the first direct investment transaction of Sienna Capital. Sienna Capital is represented on the board of Upfield. Upfield is a global leader in plant-based nutrition with more than 100 brands, operating in 69 markets around the globe, and holding the number one brand position in 49 countries, in each as of December 31, 2019. Upfield is headquartered in Europe and has six business units, which cover Northwest Europe, Southwest Europe, Central/Eastern Europe, North America, Middle/ Latin America and Asia/Africa.

Joint Experience

Our founders share successful experiences in working efficiently together on major investments and being engaged shareholders represented at board levels of Lafarge and its successor, LafargeHolcim (for 11 years) and adidas (for four years).

For instance, Mr. Sawiris and Mr. Gallienne joined the supervisory board of adidas on May 12, 2016 following the 2016 annual general shareholders meeting. Since they joined the supervisory board and began acting as engaged shareholders in the business, while seeking the support of the board and the management, adidas has taken several major steps to improve its performance, including:

•

the appointment of a talented chief executive officer to succeed the incumbent chief executive officer, who had headed the firm for 15 years, ensuring a smooth transition;

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the exit from the golf business (sale of TaylorMade and other golf brands, including Adams Golf and Ashworth) and the divestment

of non-core footwear

brands such as Rockport;

•

since 2016, adidas dividend per share has increased from €2.0 per share to €3.35 per share for 2018. This was announced to be €3.85 per share for 2019, but it was canceled due to

COVID-19;

•

initiatives to raise operating margins from 6.5% in 2015 to 11.3% in 2019;

•

in 2018, adidas initiated a €3 billion buyback program of which approximately €1.8 billion has already been executed through to the end of 2019;

•

an increased focus on research & development, and the development of new environmentally friendly and high-tech products as illustrated by the launch of Primeblue, a high-performance material made in part with recycled Parley Ocean Plastic, or Futurecraft, a shoe made with liquid resin elastomers produced by Arkema; and

•

an enhancement of the international profile and global perspectives of the company.

The total shareholder return of adidas (including reinvestment of dividends when paid) from the date of appointment of Mr. Sawiris and Mr. Gallienne through to July 21, 2020 has been approximately 129% (or approximately 22% per year).

Our Advisory Committee

We established an advisory committee formed for the purpose of assisting our board of directors and management with sourcing and evaluating business combination opportunities and establishing plans and strategies to optimize any business that we acquire.

The members of our advisory committee assist our management team with sourcing and evaluating business opportunities and devising plans and strategies to optimize any business that we acquire following the consummation of our initial public offering. However, unlike our management team, members of our advisory committee are not responsible for managing our

day-to-day

affairs and have no authority to engage in substantive discussions with business combination targets on our behalf. Members of our advisory committee will not be paid, but may be reimbursed for any

out-of-pocket

expenses incurred by them, in connection with the search for business combination targets before or after the consummation of our initial business combination. We have not currently entered into any formal arrangements or agreements with the members of our advisory committee to provide services to us and they will have no fiduciary obligations to present business opportunities to us.

Our advisory committee is comprised of eight senior executives from NNS Group and Sienna Capital, of which two

are non-independent directors

of our Company (Mr. Sawiris and Mr. Hall). Their experience in a wide range

of sub-sectors and

functional areas will provide us with access to their expertise and industry networks from which we intend to source and evaluate targets. Our advisory committee has experience in:

•

operating companies, setting and changing strategies, and identifying, monitoring and recruiting world-class talent;

•

developing and growing companies organically by expanding their product range and geographic footprint;

•

acquiring companies, leading transformational transactions or corporate restructurings and managing corporate integration with success;

•

investing in equity and fixed income assets in both public and private markets across various sectors, jurisdictions and economic cycles; and

•

developing and maintaining extensive relationships with owners and operators of companies, but also with a wide range of financial and legal advisers.

We believe that the combination of our management team, directors, founders and advisory committee is an innovative approach to identifying potential high-quality targets and that it aligns incentives with our shareholders, providing us with differentiated capabilities to create shareholder value.

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Business Strategy

Sourcing

We intend to identify and acquire one or more businesses in Europe, with a strong U.S. nexus and international reach. We believe this regional focus offers a differentiated investment opportunity to our shareholders. We plan to leverage our team’s European sourcing channels and relationships within the business and financial community to build a pipeline of business combination opportunities, and we will rely on our team’s experience in engaging with management to ensure the returns to all stakeholders are maximized.

In addition to our team’s sourcing capabilities, we intend to capitalize on the platforms of our two founders, NNS Group and Sienna Capital. Both groups have experience in investing across a variety of sectors and jurisdictions and a track record of identifying high-quality assets, businesses and management teams.

We believe that we are well-positioned to pursue differentiated opportunities, which would not be easily replicated by other market participants, due to:

•

our team’s relationships with numerous operating companies based on the experience of our management as leaders, chief executive officers and board members of international businesses;

•

access to potential asset disposals and divisional carve outs that owners (both companies and families) may have otherwise been considering as initial public offering candidates;

•

our ties with other prominent families (particularly, but not exclusively, based in Europe)

and founder-run businesses,

providing access to private businesses which need additional capital and could also benefit from a public listing partnered with two long-term anchor investors;

•

the extensive relationships of our management, via their board or council memberships, with other prominent European executives and entrepreneurs, further widening the reach of their network;

•

our founders’ experience investing either directly or indirectly via specific funds or their network in global venture capital and private equity opportunities should ensure access to the broadest possible breadth of deal flow via portfolio companies;

•

SEC Form 10-K/A filed by Avanti Acquisition Corp. (Amendment)