Current Report Filing (8-k)
December 01 2021 - 3:47PM
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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): November 30, 2021
AVISTA
PUBLIC ACQUISITION CORP. II
(Exact name of registrant as specified in its charter)
Cayman Islands
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001-40720
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98-1584818
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(State or other jurisdiction of
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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incorporation)
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65 East 55th Street
18th Floor
New
York, NY
(Address of principal executive offices)
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10022
(Zip Code)
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(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
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Trading Symbols
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Name of each exchange on
which registered
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Units, each consisting of one Class A ordinary share
and one-third of one redeemable warrant
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AHPAU
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Nasdaq Capital Market
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Class A ordinary shares, par value $0.0001 per
share
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AHPA
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Nasdaq Capital Market
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Redeemable warrants, each whole warrant exercisable for
one Class A ordinary share at an exercise price of $11.50 per share
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AHPAW
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Nasdaq Capital Market
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x
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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).
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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.
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Item 4.02
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Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
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In preparation of the financial statements of Avista
Public Acquisition Corp. II (the “Company”) as of and for quarterly period ended September 30, 2021, the Company concluded
it should revise its prior-filed financial statements to classify all Class A ordinary shares subject to possible redemption in temporary
equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments in Accounting Standards Codification
(“ASC”) 480-10-S99, 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, or total shareholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter
currently provides 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. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets.
Effective with its financial statements for the quarterly period ended September 30, 2021, the Company revised its financial statement
to classify all Class A ordinary shares as temporary equity and any related impact, as the threshold in its charter would not change the
nature of the underlying shares as redeemable and thus would be required to be disclosed outside of permanent equity.
On November 30, 2021, the Company’s management
and the audit committee of the Company’s board of directors (the “Audit Committee”) determined that the Company’s
audited balance sheet as of August 12, 2021, as filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed August 18,
2021 and the unaudited financial statements as of and for the quarter ended September 30, 2021 contained in the Company’s Quarterly
Report on Form 10-Q filed November 10, 2021 (together, the “Affected Periods”) should no longer be relied upon due to the
classification error described above. As a result, the Company plans to restate its financial statements for all Affected Periods, to
indicate that the classification error is a restatement and not a revision, in an amended Quarterly Report on Form 10-Q for the quarter
ended September 30, 2021 (the “Q3 Form 10-Q/A”), which the Company plans to file as soon as practicable. The Q3 Form 10-Q/A
will include restatements of the audited balance sheet and the unaudited condensed financial statements for the Affected Periods.
The Company does not expect
the changes described above to have any impact on its cash position or the balance held in its trust account.
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. The Company will describe its remediation
plan with respect to such material weakness in the forthcoming Q3 Form 10-Q/A.
The Company’s management and the Audit Committee
have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum LLP, the Company’s
independent registered public accounting firm.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K includes “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 its
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.
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.
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Avista Public Acquisition Corp. II
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Date: December 1, 2021
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By:
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/s/ Benjamin Silbert
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Name:
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Benjamin Silbert
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Title:
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General Counsel
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