What changed in this filing

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Item 1. Financial Statements

2022-08-12 compared with 2022-05-20 · 154 added, 102 removed, 428 unchanged (37% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2022

June 30, 2022

December 31, 2021

40 unchanged sentences

from February 5,

Through March 31,

Ended June 30,

through June 30,

Formation and operating costs

1 unchanged sentence

( 2,578,263 )

Unrealized gain on investments held in Trust Account

( 6,399,478 )

Gain on investments held in Trust Account

Change in fair value of Forward Purchase and Backstop Securities

( 1,624,916 )

( 5,986,156 )

Deemed dividend - Forward Purchase and Backstop Securities

1 unchanged sentence

( 1,624,916 )

( 6,211,156 )

Basic and diluted weighted average shares outstanding, Class A ordinary shares

2 unchanged sentences

Basic and diluted net loss per share, Class B ordinary shares

(1) For the period from February 5, 2021 (inception) through March 31, 2021, 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 are excluded from the basic and diluted weighted average shares outstanding, Class B ordinary shares (see Note 5).

(1) For the period from February 5, 2021 (inception) through June 30, 2021, 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 are excluded from the basic and diluted weighted average shares outstanding, Class B ordinary shares (see Note 5).

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

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

Class A Ordinary Shares

Class B Ordinary Shares

Additional Paid-

Shareholders’

Equity (Deficit)

Balance at February 5, 2021 (inception)

Issuance of Class B ordinary shares to Sponsor (1)

Balance at March 31, 2021 (Unaudited)

Balance at December 31, 2021

THREE AND SIX MONTHS ENDED JUNE 30, 2022

Ordinary Shares

Shareholder's

Balance at January 1, 2022

( 7,554,273 )

4 unchanged sentences

( 4,361,240 )

Balance at March 31, 2022 (Unaudited)

Balance at March 31, 2022

( 12,363,893 )

( 12,363,318 )

Remeasurement of Class A ordinary shares to redemption amount

( 1,624,916 )

Balance at June 30, 2022

( 14,337,141 )

( 14,336,566 )

THREE MONTHS ENDED JUNE 30, 2021 AND FOR THE PERIOD FROM FEBRUARY 5, 2021 (INCEPTION) THROUGH JUNE 30, 2021

Class A Ordinary Shares

Class B Ordinary Shares

Additional Paid-

Shareholders’

Balance at February 5, 2021 (inception)

Issuance of Class B ordinary shares to Sponsor (1)

Balance at March 31, 2021

Balance at June 30, 2021

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

5 unchanged sentences

from February

(Inception) to

Ended March 31,

(inception) through

Ended June 30,

Cash Flows from Operating Activities:

1 unchanged sentence

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

Unrealized gain on investments held in Trust Account

Gain on investments held in Trust Account

Change in fair value of Forward Purchase and Backstop Securities

7 unchanged sentences

Cash Flows from Financing Activities:

Proceeds from promissory note - related party

Payment of offering costs

Proceeds from convertible promissory note

3 unchanged sentences

Cash - End of period

Supplemental disclosure of noncash investing and financing

Supplemental disclosure of noncash investing and financing activities:

Remeasurement of Class A ordinary shares subject to redemption to redemption amount

Initial classification of the Forward Purchase and Backstop Securities

5 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2022

JUNE 30, 2022

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY

7 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 March 31, 2022, the Company had not commenced any operations.

All activity for the three months ended March 31, 2022 and for the period from February 5, 2021 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination, which is described below.

The Company generates non-operating income in the form of interest and dividend income or gains on investments on the cash and investments held in a Trust Account (as defined below) from the proceeds derived from the Initial Public Offering.

As of June 30, 2022, the Company had not commenced any operations.

All activity for the period from February 5, 2021 (inception) through June 30, 2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination, which is described below.

The Company generates non-operating income in the form of interest and dividend income or gains on investments on the cash and investments held in the Trust Account (as defined below) from the proceeds derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal year end.

2 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 4).

As of March 31, 2022, cash of $ 434,629 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.

As of June 30, 2022, cash of $ 159,194 is held outside of the Trust Account and is available for the payment of accrued offering costs and for working capital purposes.

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 invested in only in U.S.

9 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2022

JUNE 30, 2022

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.

14 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2022

JUNE 30, 2022

The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.00 ).

Proposed Combination Agreement

On March 23, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Ligand”), OmniAb, Inc., a Delaware corporation and wholly-owned subsidiary of Ligand (“OmniAb”), and Merger Sub, pursuant to which the Company will combine with OmniAb, Ligand’s antibody discovery business (the “OmniAb Business”), in a Reverse Morris Trust transaction (the “OmniAb Business Combination”).

Proposed Business Combination

(“Merger Sub”), pursuant to which the Company will combine with OmniAb, Ligand’s antibody discovery business (the “OmniAb Business”), in a Reverse Morris Trust transaction.

Also on March 23, 2022, and in connection with the execution of the Merger Agreement, (a) the Company, Ligand, OmniAb and Merger Sub entered into that certain Employee Matters Agreement (the “Employee Matters Agreement”), (b) OmniAb and the Sponsor entered into that certain Sponsor Insider Letter Agreement (the “Sponsor Insider Agreement”) with the Company and certain insiders of the Company (the “Insiders”) and (c) the Company amended and restated that certain previously disclosed Forward Purchase Agreement, dated August 9, 2021, by entering into the Amended and Restated Forward Purchase Agreement (the “A&R FPA”), by and among the Company, the Sponsor and OmniAb pursuant to which they will consummate the proposed OmniAb Business Combination.

Immediately prior to the Merger (as defined below) and pursuant to a Separation and Distribution Agreement, dated as of March 23, 2022, among the Company, Ligand and OmniAb (the “Separation Agreement”), Ligand will, among other things and subject to the terms and conditions of the Separation Agreement, transfer the OmniAb Business, including certain related subsidiaries of Ligand, to OmniAb and, in connection therewith, will distribute (the “Distribution”) to Ligand stockholders 100 % of the common stock of OmniAb, par value $ 0.001 (the “OmniAb Common Stock”).

Immediately following the Distribution, in accordance with and subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into OmniAb (the “Merger”), with OmniAb continuing as the surviving company in the Merger and as a wholly-owned subsidiary of the Company.

The Merger Agreement, along with the Separation Agreement and the other transaction documents to be entered into in connection therewith, provides for, among other things, the consummation of the following transactions (collectively, the “OmniAb Business Combination”):

(i) the Company will redomicile by way of continuation from the Cayman Islands to Delaware and domesticate as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law and with Section 206 of the Cayman Islands Companies Act (As Revised) at least one business day prior to the closing of the proposed OmniAb Business Combination (the “Domestication”), (ii) Ligand will transfer the OmniAb Business (the “Separation”) to its wholly-owned subsidiary, OmniAb, and contribute $ 15 million in capital thereto (less certain transaction-related and other expenses), and (iii) following the Separation, Ligand will distribute 100 % of the shares of OmniAb Common Stock, to Ligand stockholders by way of the Distribution.

Following the completion of the foregoing transactions and subject to the satisfaction or waiver of certain other conditions set forth in the Merger Agreement, the parties shall consummate the Merger.

The Distribution and Merger are intended to qualify as “tax-free” transactions.

On April 28, 2022, the Company filed a registration statement on Form S-4 (File No.

333-264525) (as amended, the “Form S-4”) with the SEC, which includes the proxy statement/prospectus/information statement to be distributed to holders of the Company’s ordinary shares in connection with the Company’s solicitation for proxies for the vote by the Company’s shareholders in connection with the proposed OmniAb Business Combination and other matters as described in the Form S-4.

After the Form S-4 has been declared effective by the SEC, the definitive proxy statement/prospectus/information statement will be mailed to the Company’s shareholders as of a record date to be disclosed for voting on the proposed OmniAb Business Combination.

The proposed OmniAb Business Combination is expected to close in the fourth quarter of 2022, subject to approval by our shareholders and other customary closing conditions.

Upon consummation of the proposed OmniAb Business Combination, and after the Domestication, the Company will have one class of common stock, par value $ 0.0001 per share, which will be listed on Nasdaq under the ticker symbol “OABI”.

The Company’s then-outstanding warrants will be listed on Nasdaq under the ticker symbol “OABIW”.

AVISTA PUBLIC ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

Agreement and Plan of Merger

7 unchanged sentences

The Separation Agreement also sets forth agreements that will govern certain aspects of the relationship between Ligand and OmniAb after the Distribution, including provisions with respect to release of claims, indemnification, access to financial and other information and access to and provision of records.

AVISTA PUBLIC ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2022

Employee Matters Agreement

4 unchanged sentences

Pursuant to the Sponsor Insider Agreement, the Sponsor also agreed to subject up to 1,916,667 Earnout Founder Shares (as defined in the Sponsor Insider Agreement), to the same price-based vesting conditions as the OmniAb Earnout Shares.

AVISTA PUBLIC ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

Amended and Restated Forward Purchase Agreement

6 unchanged sentences

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.

AVISTA PUBLIC ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2022

As of March 31, 2022, the Company had $ 434,629 in cash held outside of the Trust Account and a working capital deficit of $ 4,364,603 .

As of June 30, 2022, the Company had $ 159,194 in cash held outside of the Trust Account and a working capital deficit of $ 6,286,566 .

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

2 unchanged sentences

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.

In addition, the Company entered into a promissory note pursuant to the Working Capital Loans terms as outlined in Note 5 with the Sponsor (the “Sponsor Working Capital Loan”) to which the Company can borrow up to an aggregate of $ 750,000 .

As of March 31, 2022, the Company has borrowed $ 500,000 under the Sponsor Working Capital Loan.

In addition, the Company entered into a convertible promissory note pursuant to the Working Capital Loans terms as outlined in Note 5 with the Sponsor (the “Sponsor Working Capital Loan”) to which the Company can borrow up to an aggregate of $ 750,000 .

As of June 30, 2022, the Company has borrowed $ 750,000 under the Sponsor Working Capital Loan.

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 remainder of the Combination Period.

AVISTA PUBLIC ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

Going Concern Consideration

As of March 31, 2022, the Company had $ 434,629 in cash held outside of the Trust Account and a working capital deficit of $ 4,364,603 .

As of June 30, 2022, the Company had $ 159,194 in cash held outside of the Trust Account and a working capital deficit of $ 6,286,566 .

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

4 unchanged sentences

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a prospective partner company, the specific impact is not readily determinable as of the date of these condensed consolidated financial statements.

Management continues to evaluate the impact of the COVID-19 pandemic on the industry, the geopolitical conditions resulting from the recent invasion of Ukraine by Russia and subsequent sanctions against Russia, Belarus and related individuals and entities and the status of debt and equity markets and has concluded that while it is reasonably possible that any of the foregoing could have a negative effect on the Company’s financial position, results of its operations, and/or search for a prospective partner company, the specific impact is not readily determinable as of the date of these condensed consolidated financial statements.

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

6 unchanged sentences

The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s Form 10-K as filed with the SEC on March 28, 2022.

The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.

The interim results for the three months and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.

Principles of Consolidation

1 unchanged sentence

All significant intercompany balances and transactions have been eliminated in consolidation.

AVISTA PUBLIC ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2022

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

AVISTA PUBLIC ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

8 unchanged sentences

Accordingly, the actual results could differ from those estimates.

The valuation of the Forward Purchase and Backstop Securities required management to exercise significant judgement in its estimates.

The valuation of the Forward Purchase and Backstop Securities required management to exercise significant judgement in its estimate.

Cash and Cash Equivalents

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 March 31, 2022 or December 31, 2021.

The Company did not have any cash equivalents as of June 30, 2022 or December 31, 2021.

As of June 30, 2022 and December 31, 2021, the Company had operating cash (i.e.

cash held outside the Trust Account) of $ 159,194 and $ 189,971 , respectively .

Investments Held in Trust Account

At March 31, 2022, substantially all of the assets held in the Trust Account were held in U.S.

At June 30, 2022, substantially all of the assets held in the Trust Account were held in U.S.

Treasury bills.

1 unchanged sentence

Trading securities are presented on the balance sheet at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of investments held in Trust Account are included in unrealized gain on investments held in Trust Account in the accompanying condensed consolidated statements of operations.

Gains and losses resulting from the change in fair value of investments held in Trust Account are included in gain on investments held in Trust Account in the accompanying condensed consolidated statements of operations.

The estimated fair values of the investments held in the Trust Account are determined using available market information.

2 unchanged sentences

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

AVISTA PUBLIC ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2022

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.

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.

1 unchanged sentence

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 March 31, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

AVISTA PUBLIC ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

As of June 30, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

Gross proceeds

4 unchanged sentences

Accretion of carrying value to redemption value

Class A ordinary shares subject to possible redemption

Class A ordinary shares subject to possible redemption, December 31, 2021

Remeasurement of Class A ordinary shares to redemption amount

Class A ordinary shares subject to possible redemption, June 30, 2022

Offering Costs associated with the Initial Public Offering

13 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 March 31, 2022 and December 31, 2021.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 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 condensed consolidated financial statements.

AVISTA PUBLIC ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2022

Net Loss Per Ordinary Share

1 unchanged sentence

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.

AVISTA PUBLIC ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

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

1 unchanged sentence

Three Months Ended

Six Months Ended June

February 5, 2021 (Inception) Through

March 31,2022

March 31,2021

June 30, 2022

June 30, 2021

Basic and diluted net loss per share:

( 1,299,933 )

( 4,788,925 )

( 1,197,231 )

Basic and diluted weighted average shares outstanding

14 unchanged sentences

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.

AVISTA PUBLIC ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2022

JUNE 30, 2022

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

24 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2022

JUNE 30, 2022

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.

9 unchanged sentences

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

During the three months ended March 31, 2022, and for the period from February 5, 2021 (inception) through March 31, 2021, the Company incurred expenses of $ 30,000 and $ 0 , respectively, under the administrative support agreement.

For the three and six months ended June 30, 2022 the Company incurred expenses of $ 30,000 and $ 60,000 , respectively, under the agreement.

Due to Related Party

Due to related party consists of payments made by the Sponsor and/or an affiliate of the Sponsor on behalf of the Company for offering costs and formation costs, along with the Administrative Support monthly fee and are payable on demand.

Due to related party consists of payments made by the Sponsor and/or an affiliate of the Sponsor on behalf of the Company for formation and operating costs, along with the administrative support monthly fee and are payable on demand.

Convertible Promissory Note

In order to finance transaction costs in connection with an intended initial Business Combination, the Company’s sponsor or an affiliate of the sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “working capital loans”).

In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “working capital loans”).

If the Company completes the initial Business Combination, it may repay such loaned amounts out of the proceeds of the Trust Account released to us.

4 unchanged sentences

Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.

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.

On March 14, 2022, the Company entered into a promissory note pursuant to the Working Capital Loans terms with the Sponsor (the “Sponsor Working Capital Loan”) to which the Company could borrow up to an aggregate of $ 750,000 .

Prior to the completion of the initial Business Combination, the Company does not expect to seek loans from parties other than the 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.

On March 14, 2022, the Company entered into a convertible promissory note pursuant to the Working Capital Loans terms with the Sponsor (the “Sponsor Working Capital Loan”) to which the Company could borrow up to an aggregate of $ 750,000 .

The Sponsor Working Capital Loan is non-interest bearing and payable upon the earlier of (i) completion of the initial Business Combination or (ii) the date that the winding up of the Company is effective.

1 unchanged sentence

The warrants would be identical to the Private Placement Warrants.

As of March 31, 2022, the outstanding balance on the promissory note is $ 500,000 .

As of June 30, 2022, the outstanding balance on the convertible promissory note is $ 750,000 .

AVISTA PUBLIC ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2022

JUNE 30, 2022

Registration and Shareholder Rights Agreement

4 unchanged sentences

Underwriting Agreement

The underwriters were paid a cash underwriting discount of $ 0.20 per Unit, or $ 4,600,000 in the aggregate, upon the closing of the Initial Public Offering and exercise of the over-allotment in full on August 12, 2021.

In addition, $ 0.35 per unit, or $ 8,050,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions.

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

The underwriters purchased Units at a purchase price of $ 9.80 per Unit (i.e., at a cash underwriting discount of $ 0.20 per Unit, or $ 4,600,000 in the aggregate) upon the closing of the Initial Public Offering and the exercise of the over-allotment in full on August 12, 2021.

In addition, the Company agreed to pay the underwriters a deferred underwriting fee of up to $ 0.35 per Unit, or $ 8,050,000 in the aggregate, which would be payable to the underwriters upon the consummation of the initial Business Combination, except that the Company’s management team would be permitted, in its sole discretion, to allocate up to 50 % of the deferred underwriting fee, or $ 4,025,000 in the aggregate, to third parties that assist in identifying and consummating an initial Business Combination.

On July 25, 2022, the Company’s board passed a unanimous written consent whereby it decided not to pay or allocate to any third party, including Credit Suisse, any of the remaining 50 %, or $ 4,025,000 in the aggregate, of the deferred underwriting fee.

Forward Purchase Agreement

11 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2022

JUNE 30, 2022

SHAREHOLDERS’ EQUITY (DEFICIT)

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 March 31, 2022 and December 31, 2021, there were no preference shares issued or outstanding .

As of June 30, 2022 and December 31, 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 March 31, 2022 and December 31, 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.

At June 30, 2022 and December 31, 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 March 31, 2022 and December 31, 2021, there were 5,750,000 Class B ordinary shares issued and outstanding , and the holders of the Founder Shares own, on an as-converted basis, 20 % of the Company’s issued and outstanding shares.

As of June 30, 2022 and December 31, 2021, there were 5,750,000 Class B ordinary shares issued and outstanding, and the holders of the Founder Shares own, on an as-converted basis, 20 % of the Company’s issued and outstanding shares.

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

17 unchanged sentences

The warrants will expire five years after the completion of the initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying of the obligations described below with respect to registration, or a valid exemption from registration is available.

No warrant will be

AVISTA PUBLIC ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2022

exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

JUNE 30, 2022

No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless.

14 unchanged sentences

If and when the warrants become redeemable by the Company, the Company may exercise the Company’s redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price.

If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption

AVISTA PUBLIC ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2022

JUNE 30, 2022

However, the price of the Class A ordinary shares may fall below the $ 18.00 redemption trigger price (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) as well as the $ 11.50 (for whole shares) warrant exercise price after the redemption notice is issued.

10 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2022

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 its 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.

JUNE 30, 2022

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 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 its 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.

No fractional warrants will be issued upon separation of the units and only whole warrants will trade.

2 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 15,900,000 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) 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, 8,233,333 Private Placement Warrants ), and will account for the 3,333,334 Forward Purchase Warrants and Backstop Warrants to be issued in connection with the proposed OmniAb 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

FAIR VALUE MEASUREMENTS

The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

March 31, 2022

Investments held in Trust Account - U.S.

Treasury bills

The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

June 30, 2022

Investments held in Trust Account

Derivative liability - Forward Purchase and Backstop Securities

The Forward Purchase and Backstop Securities were fair valued based on the difference between the current fair values of each of the underlying components of the agreement (i.e.

the Class A Shares and the Warrants) and the present value of the contractual forward prices.

As the Backstop Shares and Backstop Warrants only apply in the event of and to the extent that the funds in the Company’s Trust Account falls below $ 100 million as the result of redemptions, the valuation considered an expected redemption rate based on redemption rates exhibited by similar companies in the market during the first quarter of 2022 and the expected post-redemption Trust Account balance.

the Class A ordinary shares and the warrants) and the present value of the contractual forward prices.

As the Backstop Securities only apply in the event of and to the extent that the funds in the Company’s Trust Account falls below $ 100 million as the result of redemptions, the valuation considered an expected redemption rate based on redemption rates exhibited by similar companies in the market during the second quarter of 2022 and the expected post-redemption Trust Account balance.

As the Forward Purchase and Backstop Securities will only apply in the event that the Company completes an initial business combination, the value reflects the probability of completing an initial business combination.

1 unchanged sentence

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2022

As of March 31, 2022, the derivative liability for the Forward Purchase and Backstop Securities are classified as Level 3 due to the use of unobservable inputs.

JUNE 30, 2022

As of June 30, 2022, the derivative liability for the Forward Purchase and Backstop Securities are classified as Level 3 due to the use of unobservable inputs.

The following table provides the significant inputs to the valuation for the Forward Purchase and Backstop Securities liability as of March 23, 2022 (initial measurement):

8 unchanged sentences

Fair value of Forward Purchase and Backstop Securities

The following table provides the significant inputs to the valuation for the Forward Purchase and Backstop Securities liability as of March 31, 2022:

At March 31, 2022

Fair value of Forward Purchase and Backstop Securities

Present value of Forward Purchase and Backstop Securities

The following table provides the significant inputs to the valuation for the Forward Purchase and Backstop Securities liability as of June 30, 2022:

At June 30, 2022

Fair value of unit

Unit forward price

Time to Business Combination (years)

9 unchanged sentences

Fair value as of March 31, 2022

The Company recognized losses in connection with changes in the fair value of the Forward Purchase and Backstop Securities of $ 591,310 and $ 0 within change in fair value of forward purchase and backstop securities in the condensed consolidated statements of operations during the three months ended March 31, 2022 and for the period from February 5, 2021 (inception) through March 31, 2021, respectively.

Change in fair value

Fair value as of June 30,2022

The Company recognized income in connection with changes in the fair value of the Forward Purchase and Backstop Securities of $ 656,300 and $ 0 within change in fair value of Forward Purchase and Backstop Securities in the condensed consolidated statements of operations for the three months ended June 30, 2022 and for the three months ended June 30, 2021.

The Company recognized income in connection with changes in the fair value of the Forward Purchase and Backstop Securities of $ 64,990 and $ 0 within change in fair value of Forward Purchase and Backstop Securities in the condensed consolidated statements of operations for the six months ended June 30, 2022 and for the period from February 5, 2021 (inception) through June 30, 2021, respectively.

As of December 31, 2021, the Company had no financial assets or liabilities measured at fair value on a recurring basis.

AVISTA PUBLIC ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

SUBSEQUENT EVENTS

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

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

Based upon this review, other than the item identified in Note 6, regarding the 50 % allocation of deferred underwriting fee and other than as mentioned below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.

On July 26, 2022, the Company filed an amendment to the registration statement on Form S-4 to register shares of its common stock, par value $ 0.0001 per share, that will be issued in connection with the merger of Orwell Merger Sub Inc., a wholly owned subsidiary of the Company, with and into OmniAb, Inc., which is currently a wholly owned subsidiary of Ligand Pharmaceuticals Incorporated, with OmniAb surviving the merger as a wholly owned subsidiary of the Company.

In addition, OmniAb will file a registration statement on Form 10 to register shares of its common stock, par value $ 0.001 per share, which will be distributed to Ligand stockholders pursuant to a spin-off in connection with the merger.

In the spin-off, all of Ligand’s stockholders would receive a pro rata number of shares of OmniAb common stock.

Upon distribution, the OmniAb common stock will be immediately converted into shares of Avista Public Acquisition Corp.

II common stock in the merger, following the Company's domestication as a Delaware corporation.

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