What changed in this filing

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Item 1. Financial Statements

2021-11-10 compared with 2021-09-23 · 183 added, 80 removed, 264 unchanged (50% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEET

JUNE 30, 2021

Current asset - cash

Deferred offering costs

LIABILITIES AND SHAREHOLDER’S EQUITY

SEPTEMBER 30, 2021

Current assets

Prepaid expenses

Total current assets

Cash held in trust account

LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities

Accrued offering costs

Due to Sponsor

Promissory note - related party

Accounts payable and other payables

Accrued expenses - related party

Accrued offering costs and expenses

Total current liabilities

Deferred underwriting fee payable

TOTAL LIABILITIES

Commitments (see Note 7)

Shareholder’s Equity

Class A ordinary shares, $ 0.0001 par value, subject to possible redemption;

23,000,000 shares at redemption value

Shareholders' Deficit

Preference shares, $ 0.0001 par value;

3 unchanged sentences

500,000,000 shares authorized;

none issued and outstanding

no shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption)

Class B ordinary shares, $ 0.0001 par value;

3 unchanged sentences

Accumulated deficit

Total Shareholder’s Equity

TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY

(1 ) Includes up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5).

The underwriters exercised their over-allotment option in full on August 12, 2021;

thus, no ordinary shares remain subject to forfeiture as of August 12, 2021 (see Note 6).

( 6,904,229 )

Total Shareholders' Deficit

( 6,903,654 )

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT

The accompanying notes are an integral part of the unaudited condensed financial statements.

3 unchanged sentences

from February

Ended September

Through September

Formation and operating costs

1 unchanged sentence

Basic and diluted net loss per ordinary share

(1) Excludes up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5).

The underwriters exercised their over-allotment option in full on August 12, 2021;

thus, no ordinary shares remain subject to forfeiture as of August 12, 2021 (see Note 6).

The accompanying notes are an integral part of the unaudited condensed financial statements.

AVISTA PUBLIC ACQUISITION CORP.

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY

FOR THE PERIOD FROM FEBRUARY 5, 2021 (INCEPTION) THROUGH JUNE 30, 2021

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE PERIOD FROM FEBRUARY 5, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021

Class A Ordinary Shares

Class B Ordinary Shares

Additional Paid-

Shareholder’s

Shareholders’

Equity (Deficit)

Balance at February 5, 2021 (inception)

2 unchanged sentences

Balance at June 30, 2021

(1) Includes up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5).

The underwriters exercised their over-allotment option in full on August 12, 2021;

thus, no ordinary shares remain subject to forfeiture as of August 12, 2021 (see Note 6).

Proceeds from Initial Public Offering Costs allocated to Public Warrants (net of offering costs)

Proceeds from sale of Private Placement Warrants to the Sponsor (net of offering costs)

Accretion of Class A ordinary shares to redemption value

( 21,584,149 )

( 6,723,679 )

( 28,307,828 )

Balance at September 30, 2021

( 6,904,229 )

( 6,903,654 )

The accompanying notes are an integral part of the unaudited condensed financial statements.

1 unchanged sentence

CONDENSED STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM FEBRUARY 5, 2021 (INCEPTION) THROUGH JUNE 30, 2021

FOR THE PERIOD FROM FEBRUARY 5, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021

Cash Flows from Operating Activities:

Changes in operating assets and liabilities:

Due to Sponsor

Adjustments to reconcile net loss to net cash used in operating activities:

Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares

Prepaid expenses

Accounts payable and other payables

Accrued expenses - related party

Accrued offering costs and expenses

Net cash used in operating activities

Cash Flows from Investing Activities:

Investment of cash into Trust Account

( 235,750,000 )

Net cash used in investing activities

( 235,750,000 )

Cash Flows from Financing Activities:

Proceeds from promissory note - related party

Proceeds from initial public offering, net of underwriter's discount paid

Proceeds from sale of Private Placement Warrants

Proceeds from Sponsor note

Repayment of Sponsor note

Payment of offering costs

4 unchanged sentences

Non-cash investing and financing activities

Deferred offering costs included in accrued offering costs

Deferred offering costs included in promissory note - related party

Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares

Accretion of Class A ordinary shares to redemption value

Deferred underwriting fee payable

Offering costs paid by Sponsor and included in promissory note - related party

Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares

Offering costs included in accrued offering costs

The accompanying notes are an integral part of the unaudited condensed financial statements.

1 unchanged sentence

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2021

SEPTEMBER 30, 2021

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY

4 unchanged sentences

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of June 30, 2021, the Company had not commenced any operations.

All activity for the period from February 5, 2021 (inception) through June 30, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below.

As of September 30, 2021, the Company had not commenced any operations.

All activity for the period from February 5, 2021 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below.

The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest.

4 unchanged sentences

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,233,333 warrants (the “Private Placement Warrants”), including 900,000 Private Placement Warrants that were issued pursuant to the underwriter’s exercise of its over-allotment option in full, at a price of $ 1.50 per Private Placement Warrant in a private placement to Avista Acquisition LP II (the “Sponsor”), generating gross proceeds of $ 12,350,000 (see Note 5).

Upon closing of the Initial Public Offering and the sale of the Private Placement Warrants, a total of $ 235,750,000 ($ 10.25 per Public Share) was placed in a trust account (the “Trust Account”) and was invested only in U.S.

Transaction costs amounted to $ 13,348,103 consisting of $ 4,600,000 of underwriting fees, $ 8,050,000 of deferred underwriting fees, and $ 698,103 of other offering costs.

In addition, as of September 30, 2021, cash of $ 362,203 is held outside of the Trust Account (as defined below) and is available for the payment of accrued offering costs and for working capital purposes.

government treasury obligations with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S.

8 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2021

SEPTEMBER 30, 2021

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination.

16 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2021

SEPTEMBER 30, 2021

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company (other than the Company’s independent registered public accounting firm), or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $ 10.25 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $ 10.25 per Public Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement.

The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes.

Further, the Company may have access to $ 2,000,000 in working capital loans (as defined in Note 5) subsequent to the Initial Public Offering, as described in Note 5.

Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations one year from the date this financial statement is issued and therefore substantial doubt has been alleviated.

As of September 30, 2021, the Company had $ 362,203 in cash held outside of the Trust Account and a working capital surplus of $ 1,146,346 .

The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans.

These conditions raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that the financial statements are issued.

Moreover, the Company may need to obtain additional financing either to complete a Business Combination or if the Company becomes obligated to redeem a significant number of public shares upon completion of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination.

Of the total proceeds from the Initial Public Offering and sale of the Private Placement Warrants, an amount of approximately $ 2 million was deposited in an operating account for the Company's working capital needs.

The amounts held in the operating account are not expected to provide the Company with sufficient funds to meet its operational and liquidity obligations over the next twelve months.

Going Concern Consideration

As of September 30, 2021, the Company had $ 362,203 in cash held outside of the Trust Account and a working capital surplus of $ 1,146,346 .

The Company anticipates that the cash held outside of the Trust Account as of September 30, 2021 will be not sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time.

The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans.

These conditions raise substantial doubt about the Company's ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued.

Management plans to address this uncertainty through the Business Combination as discussed above.

There is no assurance that the Company's plans to consummate the Business Combination will be successful or successful within the Combination Period.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Risks and Uncertainties

1 unchanged sentence

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

AVISTA PUBLIC ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT

In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified 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 the Class A ordinary shares in permanent equity.

Although the Company did not specify a maximum redemption threshold, its charter provides that currently, 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 .

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.

The reclassification of amounts from permanent equity to temporary equity result in non-cash financial statement corrections and will have no impact on the Company’s current or previously reported cash position, operating expenses or total operating, investing or financing cash flows.

Based on the quantitative and qualitative analysis performed, the Company has determined that the impact of the adjustment is immaterial to the previously issued balance sheet included on Form 8-K, as filed with the SEC on August 18, 2021.

The following table summarize the effect of the revision on each financial statement line item as of the dates, and for the periods, indicated:

August 12, 2021

As Previously

Balance Sheet (audited)

Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value

( 3,826,246 )

Allocation of underwriter's discounts, offering costs and deferred fees to Class A shares

( 12,744,493 )

Immediate accretion to redemption value

Total Class A ordinary shares subject to possible redemption

Class A ordinary shares

Additional paid-in capital

( 5,013,294 )

Accumulated deficit

( 6,723,679 )

( 6,737,662 )

Total shareholders' equity (deficit)

( 11,737,088 )

( 6,737,087 )

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

5 unchanged sentences

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus for its Initial Public Offering as filed with the SEC on August 10, 2021, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on August 12, 2021 and August 18, 2021.

The interim results for the period from February 5, 2021 (inception) through June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.

The interim results for the period from February 5, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.

AVISTA PUBLIC ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2021

SEPTEMBER 30, 2021

Reclassification

Certain amounts in the prior period have been reclassified to conform to the current period presentation.

Emerging Growth Company

12 unchanged sentences

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents as of June 30, 2021.

Deferred Offering Costs

Deferred offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering.

Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity upon the completion of the Initial Public Offering.

Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately.

The Company did not have any cash equivalents as of September 30, 2021.

Class A Ordinary Shares Subject to Possible Redemption

All of the 23,000,000 shares of Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation.

In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in 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.

Therefore, all Class A ordinary shares have been classified outside of permanent equity.

AVISTA PUBLIC ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2021

SEPTEMBER 30, 2021

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period.

Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.

As of September 30, 2021, the Class A ordinary shares reflected in the condensed balance sheet are reconciled in the following table:

Gross proceeds

Proceeds allocated to Public Warrants

( 9,813,334 )

Issuance costs allocated to Class A ordinary shares

( 12,744,493 )

Accretion of carrying value to redemption value

Class A ordinary shares subject to possible redemption

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering .

Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering.

Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity.

Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately.

The Company incurred offering costs amounting to $ 13,348,103 as a result of the Initial Public Offering (consisting of $ 4,600,000 of cash underwriting discounts, $ 8,050,000 in deferred underwriting fees and $ 698,103 of other offering costs).

As such, the Company recorded $ 13,348,103 of offering costs as a reduction of equity in connection with the issuance of the Units in the Initial Public Offering and the Private Placement Warrants.

The Company accounts for income taxes under ASC 740, Income Taxes (“ASC 740”).

1 unchanged sentence

ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

Deferred tax assets were deemed to be de minimus as of June 30, 2021.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

4 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

1 unchanged sentence

Consequently, income taxes are not reflected in the Company’s financial statement.

Net Loss Per Ordinary Share

Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period.

Weighted average shares were reduced for the effect of an aggregate of 750,000 ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5 and 7).

At June 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

As a result, diluted loss per share is the same as basic loss per share for the period presented.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

AVISTA PUBLIC ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

Net Income (Loss) Per Ordinary Share

Net loss per common share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period.

As the Class A shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other stockholders, Class A and Class B common stock are presented as one class of stock in calculating net income per share.

As a result, the calculated net income per share is the same for Class A and Class B shares of common stock.

The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 15,900,000 shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):

For the Period from

Three Months Ended

February 5, 2021 (Inception) Through

September 30, 2021

Basic and diluted net loss per share:

Weighted average shares outstanding, basic and diluted

Basic and diluted net loss per ordinary share

Concentration of Credit Risk

1 unchanged sentence

The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework.

ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date.

The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity.

Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

The carrying amounts reflected in the balance sheet for cash, deferred offering costs, accrued offering costs, promissory note - related party, and advance from anchor investor approximate fair value due to their short-term nature.

Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges.

Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

AVISTA PUBLIC ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2021

SEPTEMBER 30, 2021

Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Recent Accounting Pronouncements

5 unchanged sentences

The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

15 unchanged sentences

The underwriters exercised their over-allotment option in full on August 12, 2021;

thus, no ordinary shares remain subject to forfeiture as of August 12, 2021 (see Note 6).

thus, no ordinary shares remain subject to forfeiture (see Note 7).

AVISTA PUBLIC ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2021

SEPTEMBER 30, 2021

The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, or sold until the earlier of (i) one year after the completion of a Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after an initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Notwithstanding the foregoing, if (1) the closing price of the Company’s Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 - trading day period commencing at least 150 days after an initial Business Combination or (2) if the Company consummates a transaction after an initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up.

Due to Sponsor

Due to Sponsor consists of an advance from Avista Acquisition LP II to pay for formation and operating costs on behalf of the Company and is payable on demand.

Promissory Note — Related Party

1 unchanged sentence

The Promissory Note was non-interest bearing and was payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Initial Public Offering.

As of June 30, 2021, there was $ 175,000 outstanding under the Promissory Note.

On August 12, 2021, the Company repaid the outstanding balance under the Promissory Note.

The Company's Sponsor paid certain offering costs totaling $ 55,725 , which was included in the outstanding balance of the Promissory Note as of March 22, 2021, and the Company borrowed $ 119,275 on June 23, 2021.

On August 12, 2021, the Company repaid the outstanding balance under the Promissory Note of $ 175,000 .

Administrative Support Agreement

1 unchanged sentence

Upon the completion of an initial Business Combination, the Company will cease paying these monthly fees.

Under this agreement, $ 20,000 of expenses were incurred during the three months ended September 30, 2021 and for the period from February 5, 2021 (inception) through September 30, 2021.

Related Party Loans

7 unchanged sentences

Prior to the completion of the initial Business Combination, the Company does not expect to seek loans from parties other than the Company’s sponsor, its affiliates or any members of the management team as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the trust account.

As of June 30, 2021, there was no balance outstanding under the working capital loans.

As of September 30, 2021, there was no balance outstanding under the working capital loans.

AVISTA PUBLIC ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2021

SEPTEMBER 30, 2021

Registration and Shareholder Rights Agreement

12 unchanged sentences

The proceeds from the sale of forward purchase securities will be used as part of the consideration to the sellers in the Company’s initial Business Combination, expenses in connection with the initial Business Combination or for working capital in the post-transaction company.

SHAREHOLDER’S EQUITY

SHAREHOLDER’S (DEFICIT) EQUITY

Preference shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

As of June 30, 2021, there were no preference shares issued or outstanding .

As of September 30, 2021, there were no preference shares issued or outstanding .

Class A ordinary shares — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $ 0.0001 per share.

Holders of Class A ordinary shares are entitled to one vote for each share.

At June 30, 2021, there were no Class A ordinary shares issued or outstanding .

At September 30, 2021, there were 23,000,000 Class A ordinary shares issued and outstanding , including 23,000,000 Class A ordinary shares subject to possible redemption.

Class B ordinary shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $ 0.0001 per share.

Holders of Class B ordinary shares are entitled to one vote for each share.

As of June 30, 2021, there were 5,750,000 Class B ordinary shares issued and outstanding , of which an aggregate of up to 750,000 shares are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the Sponsor will collectively own 20 % of the Company’s issued and outstanding ordinary shares after the Initial Public Offering.

As of September 30, 2021, there were 5,750,000 Class B ordinary shares issued and outstanding , and the Sponsor owns, on an as-converted basis, 20 % of the Company’s issued and outstanding shares.

AVISTA PUBLIC ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2021

SEPTEMBER 30, 2021

Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders.

11 unchanged sentences

In connection with the initial Business Combination, the Company may enter into a shareholders agreement or other arrangements with the shareholders of the target with respect to voting and other corporate governance matters following completion of the initial Business Combination.

Warrants — Each whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $ 11.50 per share , subject to adjustment as discussed below, at any time commencing 30 days after the completion of the Company’s initial Business Combination, except as discussed in the immediately succeeding paragraph.

Redeemable Warrants — Each whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $ 11.50 per share , subject to adjustment as discussed below, at any time commencing 30 days after the completion of the Company’s initial Business Combination, except as discussed in the immediately succeeding paragraph.

Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of Class A ordinary shares.

10 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2021

SEPTEMBER 30, 2021

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement (which may be a post-effective amendment to the registration statement of which the Company’s prospectus is a part or any other applicable registration statement) for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement;

16 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2021

SEPTEMBER 30, 2021

No fractional Class A ordinary shares will be issued upon exercise.

9 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2021

SEPTEMBER 30, 2021

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $ 9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s sponsor or its affiliates, without taking into account any founder shares held by the sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates it’s initial Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, the $ 18.00 per share redemption trigger price described above under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price.

3 unchanged sentences

The Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in the Initial Public Offering.

The Company accounts for the 19,233,333 warrants issued in connection with the Initial Public Offering and to be issued in connection with the initial Business Combination (including 7,666,667 Public Warrants, 8,233,333 Private Placement Warrants, and 3,333,333 Forward Purchase Warrants) in accordance with the guidance contained in ASC 815-40.

The Company accounts for the 15,900,000 warrants issued in connection with the Initial Public Offering (including 7,666,667 Public Warrants and 8,233,333 Private Placement Warrants), and will account for the 3,333,333 Forward Purchase Warrants to be issued in connection with the initial Business Combination, in accordance with the guidance contained in ASC 815-40.

Such guidance provides that the warrants described above are not precluded from equity classification.

2 unchanged sentences

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued.

Other than as described in these financial statements in relation to the Initial Public Offering (see Note 3), Private Placement (see Note 4), Promissory Note (see Note 5), and exercise of the underwriters’ over-allotment option (see Note 6), the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements