−Removed: We are a blank check company incorporated on February 5, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”).
−Removed: We have neither engaged in any operations nor generated any revenue to date.
−Removed: Based on our business activities, the Company is a “shell company” as defined under the Securities Exchange Act of 1934 (the “Exchange Act”) because we have no operations and nominal assets consisting solely of cash and/or cash equivalents.
−Removed: On February 12, 2021, our sponsor, Avista Acquisition LP II, paid $25,000 to cover certain expenses on our behalf in consideration for the issuance of 5,750,000 Class B ordinary shares, par value $0.0001 per share (the “Class B ordinary shares”), or approximately $0.004 per share (the “Founder Shares”).
−Removed: In June 2021, our sponsor transferred 35,000 Founder Shares to each of William E.
−Removed: Klitgaard, Lâle White, and Wendel Barr, each of whom serve on our board of directors, at their original per share purchase price.
−Removed: On August 12, 2021 (the “IPO Closing Date”), we consummated our initial public offering (the “Public Offering”) of 23,000,000 units (the “Units”) of the Company, including 3,000,000 Units issued as a result of the underwriter’s exercise in full of its over-allotment option.
−Removed: Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the "Class A ordinary shares"
−Removed: and, together with the Class B ordinary shares, the "ordinary shares"), and one-third of one redeemable warrant of the Company, each whole warrant entitling the holder thereof to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment.
−Removed: The Units were sold at a price of $10.00 per unit, generating gross proceeds to us of $230,000,000.
−Removed: Substantially concurrently with the closing of our Public Offering, we completed the private sale of 8,233,333 warrants (the “Private Placement Warrants”), at a purchase price of $1.50 per Private Placement Warrant, to our sponsor, generating gross proceeds of $12,350,000.
−Removed: The Private Placement Warrants are identical to the warrants sold as part of the Units in the Public Offering, except that, so long as they are held by our sponsor or its permitted transferees:
−Removed: (i) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our sponsor until 30 days after the completion of our initial Business Combination and (ii) they (including the Class A ordinary shares issuable upon exercise of these warrants) are entitled to registration rights.
−Removed: In connection with the consummation of the Public Offering, the Company entered into a forward purchase agreement with our sponsor which provides for the purchase of an aggregate of 10,000,000 Class A ordinary shares plus an aggregate of 3,333,333 redeemable warrants to purchase Class A ordinary shares at $11.50 per share, for an aggregate purchase price of $100,000,000, in the private placement.
−Removed: The obligations under the forward purchase agreement do not depend on whether any Class A ordinary shares are redeemed by the Company’s public shareholders.
−Removed: The forward purchase securities will be issued in connection with the closing of the initial Business Combination.
−Removed: 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.
−Removed: On the IPO Closing Date, a total of $235,750,000, comprised of the proceeds from the Public Offering and a portion of the sale of the Private Placement Warrants, were placed in a U.S-based trust account (the “Trust Account”) at J.P.
−Removed: Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee.
−Removed: Except with respect to interest earned on the funds held in the Trust Account that may be released to us to pay our taxes, the proceeds from the Public Offering will not be released from the Trust Account until the earliest to occur of:
−Removed: (i) the completion of our initial Business Combination;
−Removed: (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (a) to modify the substance or timing of our obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with our initial Business Combination or to redeem 100% of our public shares if we do not complete our initial Business Combination within 18 months from the IPO Closing Date or (b) with respect to any other provision relating to the rights of holders of the Class A ordinary shares;
−Removed: or (iii) the redemption of all of our public shares if we have not completed our initial Business Combination within 18 months from the IPO Closing Date.
−Removed: On September 27, 2021, we announced that holders of the 23,000,000 Units may elect to separately trade the Class A ordinary shares and warrants comprising the Units commencing September 30, 2021.
−Removed: Those Units not separated will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol "AHPAU,"
−Removed: and each of the Class A ordinary shares and warrants that are separated will trade on Nasdaq under the symbols "AHPA"
−Removed: and "AHPAW,"
−Removed: respectively.
−Removed: While we may acquire a target business in any industry or location, our focus is to acquire and operate a North American or European based healthcare-related business.
−Removed: We expect to target businesses in the healthcare industry that we believe have strong management teams, stable cash flows and robust growth prospects.
−Removed: We believe that we derive significant benefit from our management team and board members (the “APAC team”) as well as our affiliation with Avista Capital Holdings, L.P.
−Removed: We believe that the APAC team is well positioned to identify attractive acquisition candidates because of their extensive contacts and transaction sources, including a broad list of industry executives, public board members, private owners, wealthy families, private capital managers, private equity funds, investment bankers and other transaction intermediaries.
−Removed: A central component of our acquisition strategy is our management team’s ability to implement value creation initiatives designed to drive shareholder value as they have done in the past for Avista portfolio companies, not all of which have achieved the same level of shareholder value.
−Removed: Proposed Business Combination
−Removed: On March 23, 2022, we 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, together with Ligand, collectively, the “Companies”), and Orwell Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which we will combine with OmniAb, Ligand’s antibody discovery business (the “OmniAb Business”), in a Reverse Morris Trust transaction.
−Removed: 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 our 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) we amended and restated that certain 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, our sponsor and OmniAb.
−Removed: 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”).
−Removed: 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.
−Removed: 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”):
−Removed: (i) we 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.
−Removed: 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.
−Removed: The Distribution and Merger are intended to qualify as “tax-free” transactions.
−Removed: Upon consummation of the proposed OmniAb Business Combination, and after the Domestication, we will have one class of common stock, par value $0.0001 per share (“APAC Common Stock”), which will be listed on Nasdaq under the ticker symbol “OABI”.
−Removed: Our then-outstanding warrants will be listed on Nasdaq under the ticker symbol “OABIW”.
−Removed: At the time the proposed OmniAb Business Combination is effected (the “Closing”), each share of OmniAb Common Stock outstanding after the Distribution and immediately prior to the effective time of the Merger will be converted into a number of shares of APAC Common Stock based on an exchange ratio determined by reference to a pre-money equity value for OmniAb of $850 million.
−Removed: Holders of OmniAb options, restricted stock units and performance stock units (determined after the Distribution and the division of Ligand equity awards into both Ligand equity awards and OmniAb equity awards pursuant to the Employee Matters Agreement) will have their awards rolled over into equity awards of the Company and adjusted pursuant to the exchange ratio.
−Removed: In addition, at the Closing, holders of OmniAb Common Stock and equity awards will also receive earnout consideration in the form of an additional 15 million shares of APAC Common Stock (the “OmniAb Earnout Shares”), with 50% of such earnout shares vesting upon the combined company’s achievement of a post-transaction volume-weighted average price (“VWAP”) of $12.50 per share of APAC Common Stock for any 20 trading days over a consecutive 30 trading-day period, and the remainder vesting upon achievement of a post-transaction VWAP of $15 per share of APAC Common Stock for any 20 trading days over a consecutive 30 trading-day period, in each case provided such vesting occurs during the five-year period following the Closing.
−Removed: In connection with the proposed OmniAb Business Combination, upon the Domestication (i) all issued and outstanding Class A ordinary shares and Class B ordinary shares will convert automatically, on a one-for-one basis, into shares of APAC Common Stock, (ii) all issued and outstanding warrants will convert automatically into warrants to acquire shares of APAC Common Stock and (iii) all issued and outstanding Units will separate and convert automatically into one share of APAC Common Stock and one-third of one warrant to purchase APAC Common Stock.
−Removed: Pursuant to the A&R FPA, we have agreed that, in connection with the consummation of the proposed OmniAb Business Combination, we will issue and sell to our sponsor 1,500,000 shares of APAC Common Stock and warrants to acquire 1,666,667 shares of APAC Common Stock for an aggregate purchase price of $15.0 million with such purchases to be consummated immediately following the Domestication and prior to the proposed OmniAb Business Combination (the “Forward Purchase”).
−Removed: In addition to the Forward Purchase, our sponsor has agreed to purchase up to an additional 10,000,000 shares of APAC Common Stock (the “Redemption Backstop”) and up to an additional 1,666,667 warrants, for an aggregate additional purchase price of up to $100.0 million, in order to backstop shareholder redemptions to the extent such redemptions would result in the cash proceeds to be received by OmniAb stockholders from the Trust Account to be less than $100.0 million.
−Removed: The A&R FPA also provides that in the event the Merger Agreement is terminated by Ligand under circumstances in which the Termination Fee (as defined in the Merger Agreement) would be payable under the Merger Agreement, Ligand shall pay our sponsor a termination fee of $12.5 million in connection therewith.
−Removed: The consummation of the proposed OmniAb Business Combination is subject to certain conditions as further described in the Merger Agreement.
−Removed: For more information about the Merger Agreement and the proposed OmniAb Business Combination, see our Current Report on Form 8-K filed with the SEC on March 24, 2022.
−Removed: Unless specifically stated, this Annual Report does not give effect to the proposed OmniAb Business Combination and does not contain the risks associated with the proposed OmniAb Business Combination.
−Removed: Business Strategy
−Removed: Our acquisition and value creation strategy is to identify, acquire and, after our initial Business Combination, build a company in the healthcare sector in the public markets that complements the experience and expertise of the APAC team.
−Removed: Elements of our business strategy include the following:
−Removed: Utilize the extensive sourcing network of the APAC team— We intend to source investment opportunities through our team’s extensive network of healthcare industry executives, board members, private equity investors, wealthy families, commercial banks, investment bankers, advisors, attorneys, accountants and other transaction intermediaries to identify potential investment opportunities.
−Removed: We believe this approach will yield a large number of acquisition candidates.
−Removed: Avista’s distinctive healthcare focused network, coupled with its proactive approach to sourcing, has provided our management team and directors with a flow of referrals that have resulted in numerous transactions for Avista, several of which were proprietary and not available to generalist or less focused participants.
−Removed: Target high-quality businesses in multiple healthcare sub-sectors— The APAC team has experience that spans a variety of different healthcare sub-sectors.
−Removed: We intend to focus primarily on companies in the pharmaceutical, medical device, pharmaceutical and device outsourcing, healthcare technology, healthcare distribution and healthcare related consumer sub-sectors, and intend to target companies we believe to have scalable, protected products and services in non-cyclical sectors with expected long-term sustainable competitive advantages.
−Removed: We believe that companies in the aforementioned targeted sub-sectors are well positioned to benefit from the expected growth in global healthcare spending.
−Removed: Focus on corporate carve-outs as a potential source of transactions— We believe that recent trends in certain healthcare sectors have created unique investment opportunities which we are well-positioned to capitalize on given our management team’s experience in carving-out products and businesses from larger healthcare companies.
−Removed: Seek operational intensive opportunities— We believe that a unique attribute of the APAC team is its strong operating capabilities.
−Removed: The APAC team has experience in:
−Removed: identifying, mentoring and recruiting world-class talent;
−Removed: operating companies and setting and implementing strategies;
−Removed: developing and growing companies, both organically and inorganically, and expanding their sales and business development capabilities, products and geographic footprint;
−Removed: adding value to companies post acquisition by accelerating their access to additional growth opportunities.
−Removed: Optimize the financial situation of target companies— The APAC team has extensive capital markets and financial capabilities that we believe have added substantial value to a number of target businesses.
−Removed: The APAC team has experience:
−Removed: sourcing, structuring, financing, acquiring, and selling businesses;
−Removed: accessing the capital markets, including financing businesses and helping companies transition to public ownership;
−Removed: executing transactions in multiple geographies and under varying economic and financial market conditions.
−Removed: Acquisition Process
−Removed: Utilizing the processes developed while at Avista, our management team’s emphasis during the due diligence stage will be on how to maximize value, reduce risk and preserve the capital of a potential acquisition.
−Removed: Our team’s due diligence review includes the development of a plan to assess each critical success factor and risk associated with an acquisition opportunity.
−Removed: In an effort to mitigate potential risks, our team has typically conducted extensive due diligence in a variety of areas, including business, finance, competitive analysis, management assessment, accounting, legal, employee benefits, insurance and risk management.
−Removed: The diligence process typically has included:
−Removed: Business diligence:
−Removed: extensive review of the target ’ s business history, current condition and future prospects.
−Removed: This analysis typically includes a thorough review of the target ’ s strategy, trends, assets, risks and opportunities and an assessment of its key customers and suppliers;
−Removed: Industry and competitive analysis:
−Removed: assessment of the target ’ s competition, relative positioning, barriers to entry and cost position.
−Removed: We expect this diligence will benefit from the insight of the APAC team, augmented with other industry experts and third-party consulting firms, as required;
−Removed: Management assessment:
−Removed: detailed evaluation of management including on-site interviews, reference calls and background checks;
−Removed: Financial and accounting review:
−Removed: detailed analysis of the target ’ s financial condition including accounting policies, quality of earnings and operating trends, capital requirements and tax position.
−Removed: This analysis is typically completed with the assistance of third-party accounting advisors;
−Removed: Legal diligence:
−Removed: thorough investigation of the target ’ s corporate and tax structure, material contracts, history of and prospects for litigation, potential environmental issues and other material legal matters.
−Removed: This review is typically completed with the assistance of legal advisors;
−Removed: Employee benefits, insurance and risk management diligence:
−Removed: detailed review of the target ’ s current benefits programs and insurance coverage with a view toward finding opportunities to make improvements and/or lower cost.
−Removed: This review is typically completed with the assistance of third-party advisors.
−Removed: The APAC team intends to take an active role in seeking to drive value creation.
−Removed: Our approach to operational value creation will require active involvement and close partnership with potential management teams.
−Removed: Blending our team’s financial sophistication, operating perspective and business management skills, we will endeavor to provide a proactive, value added approach which leverages the experiences of our board members.
−Removed: We believe areas for value creation include:
−Removed: Management Enhancements:
−Removed: Industry advisor involvement throughout process
−Removed: Strengthen senior and mid-level management
−Removed: Create road map for future hires
−Removed: Leverage industry contacts and sector focus
−Removed: Strategic Developments:
−Removed: Expansion into new markets (domestic and mature global as well as emerging)
−Removed: New product development
−Removed: Product offering enhancement
−Removed: Consolidation strategies (both for scale as well as access to new markets/customers)
−Removed: Commercial Effectiveness
−Removed: Marketing and sales strategy enhancement
−Removed: Pricing optimization
−Removed: Sales operations process improvements
−Removed: Operational Efficiencies:
−Removed: Organizational restructuring and consolidation
−Removed: Focus on working capital and purchasing efficiencies
−Removed: Selling, general and administrative expense reduction
−Removed: Add-on Acquisitions:
−Removed: Map acquisition and divestiture strategies
−Removed: Identify, approach and evaluate acquisition targets
−Removed: Structure and negotiate deal terms
−Removed: Plan and monitor post-closing integration
−Removed: Creative Financings:
−Removed: Utilize extensive experience and relationships to finance acquisitions in all capital market conditions
−Removed: Optimize financing and structuring efficiency
−Removed: Negotiate, structure and complete financings with private capital, senior and subordinated debt, preferred and public equity offerings
−Removed: Regulatory Insights:
−Removed: Navigate complexity of global regulatory organizations
−Removed: Identify unique corporate opportunities based on regulatory barriers
−Removed: Our acquisition criteria, due diligence processes and value creation methods are not intended to be exhaustive.
−Removed: Any evaluation relating to the merits of a particular Business Combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant.
−Removed: In the event that we decide to enter into a Business Combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to such Business Combination.
−Removed: Members of our management team and board of directors may, directly or indirectly, own our ordinary shares and/or Private Placement Warrants and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate a Business Combination.
−Removed: Further, such officers and directors may have a conflict of interest with respect to evaluating a particular Business Combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to such Business Combination.
−Removed: Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a Business Combination opportunity.
−Removed: Accordingly, if any of our officers or directors becomes aware of a Business Combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such Business Combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law.
−Removed: We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete an initial Business Combination, including the proposed OmniAb Business Combination.
−Removed: Our amended and restated memorandum and articles of association provides that, to the fullest extent permitted by applicable law:
−Removed: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us;
−Removed: and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.
−Removed: Our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential Business Combinations and monitoring the related due diligence.
−Removed: Our officers have agreed not to become an officer or director of any other special purpose acquisition company with a class of securities registered under the Exchange Act, until we have entered into a definitive agreement regarding our initial Business Combination or we have failed to complete a Business Combination within 18 months from the IPO Closing Date.
−Removed: Our officers and
−Removed: directors would continue to be subject to all other fiduciary duties owed to us and our shareholders and no other waivers of their respective fiduciary obligations have been provided to any such officers and directors.
−Removed: We do not have any plan for any waiver of the fiduciary duties of our officers and directors post-Business Combination.
−Removed: Other Considerations
−Removed: We are not prohibited from pursuing an initial Business Combination with a company that is affiliated with our sponsor, officers or directors.
−Removed: In the event we seek to complete our initial Business Combination with a company that is affiliated with our sponsor or any of our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or another independent entity that commonly renders valuation opinions that such Business Combination is fair to our company from a financial point of view.
−Removed: We are not required to obtain such an opinion in any other context.
−Removed: Avista may become aware of a potential Business Combination opportunity that may be an attractive opportunity for us.
−Removed: However, Avista is not under any obligation to source any potential opportunities for our initial Business Combination or refer any such opportunities to us.
−Removed: Avista’s role with respect to our company is primarily passive and advisory in nature.
−Removed: Avista has fiduciary and contractual duties to its investment vehicles and to certain companies in which Avista has invested.
−Removed: As a result, Avista has a duty to offer Business Combination opportunities to certain Avista funds, before we have the opportunity to pursue such transactions, which could have otherwise been attractive Business Combination opportunities for us.
−Removed: Additionally, certain companies in which Avista has invested may enter into transactions with, provide goods or services to, or receive goods or services from an entity with which we seek to complete our initial Business Combination.
−Removed: Transactions of these types may present a conflict of interest because Avista may directly or indirectly receive a financial benefit as a result of such transaction.
−Removed: Status as a Public Company
−Removed: We believe our structure will make us an attractive Business Combination partner to target businesses.
−Removed: As an existing public company, we offer a target business an alternative to the traditional initial public offering through a merger or other Business Combination with us.
−Removed: In a Business Combination transaction with us, the owners of the target business may, for example, exchange their stock, shares or other equity interests in the target business for our Class A ordinary shares (or shares of a new holding company) or for a combination of our Class A ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers.
−Removed: We believe target businesses will find this method a more expeditious and cost effective method to becoming a public company than the typical initial public offering.
−Removed: The typical initial public offering process takes a significantly longer period of time than the typical Business Combination transaction process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions, that may not be present to the same extent in connection with a Business Combination with us.
−Removed: Furthermore, once a proposed Business Combination is completed, the target business will effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or have negative valuation consequences.
−Removed: Once public, we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions.
−Removed: Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.
−Removed: While we believe that our structure and our management team’s backgrounds will make us an attractive business partner, some potential target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder approval of any proposed initial Business Combination, negatively.
−Removed: We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).
−Removed: As such, we are eligible to 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved, If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
−Removed: In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
−Removed: In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
−Removed: We intend to take advantage of the benefits of this extended transition period.
−Removed: We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the IPO Closing Date, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates equals or exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
−Removed: Financial Position
−Removed: With funds available for an initial Business Combination initially in the amount of $227,700,000, after payment of $8,050,000 of deferred underwriting fees, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio.
−Removed: Because we are able to complete an initial Business Combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires.
−Removed: However, we have not taken any steps to secure third-party financing and there can be no assurance it will be available to us.
−Removed: Effecting Our Initial Business Combination
−Removed: We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following the Public Offering.
−Removed: We intend to effectuate a Business Combination using cash from the proceeds of the Public Offering and the sale of the Private Placement Warrants, the proceeds of the sale of our shares in connection with our initial Business Combination (pursuant to the forward purchase agreement or other forward purchase agreements we may enter into), debt or a combination of the foregoing or other sources.
−Removed: We may seek to complete an initial Business Combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.
−Removed: If our initial Business Combination is paid for using equity or debt, or not all of the funds released from the Trust Account are used for payment of the consideration in connection with such Business Combination or used for redemptions of our Class A ordinary shares, we may apply the balance of the cash released to us from the Trust Account for general corporate purposes, including for maintenance or expansion of operations of the post-Business Combination company, the payment of principal or interest due on indebtedness incurred in completing such Business Combination, to fund the purchase of other companies or for working capital.
−Removed: We may need to obtain additional financing to complete our initial Business Combination, either because the transaction requires more cash than is available from the proceeds held in our Trust Account, or because we become obligated to redeem a significant number of our public shares upon completion of the Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.
−Removed: There are no prohibitions on our ability to issue securities or incur debt in connection with our initial Business Combination.
−Removed: Other than the forward purchase agreement with our sponsor, we are not currently a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities, the incurrence of debt or otherwise.
−Removed: Sources of target businesses
−Removed: We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises.
−Removed: Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings.
−Removed: These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since some of these sources will have read this prospectus and know what types of businesses we are targeting.
−Removed: Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions.
−Removed: In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships of our officers and directors.
−Removed: While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction.
−Removed: We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue.
−Removed: Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the Trust Account.
−Removed: In no event, however, will our sponsor or any of our existing officers or directors, or their respective affiliates be paid by us any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial Business Combination (regardless of the type of transaction that it is).
−Removed: We have agreed to pay an affiliate of our sponsor a total of $10,000 per month for office space, secretarial and administrative services and to reimburse our sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial Business Combination.
−Removed: Some of our officers and directors may enter into employment or consulting agreements with the post-Business Combination company following our initial Business Combination.
−Removed: The presence or absence of any such fees or arrangements will not be used as a criterion in our selection process of an acquisition candidate.
−Removed: We are not prohibited from pursuing a Business Combination with a company that is affiliated with our sponsor, officers or directors.
−Removed: In the event we seek to complete a Business Combination with a company that is affiliated with our sponsor or any of our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or another independent entity that commonly renders valuation opinions that such Business Combination is fair to our company from a financial point of view.
−Removed: We are not required to obtain such an opinion in any other context.
−Removed: Each of our officers and directors presently has, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities, including entities that are affiliates of our sponsor, pursuant to which such officer or director is or will be required to present a Business Combination opportunity to such entity.
−Removed: Accordingly, if any of our officers or directors becomes aware of a Business Combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such Business Combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law.
−Removed: See “Management—Conflicts of Interest.”
−Removed: Evaluation of a target business and structuring of our initial Business Combination
−Removed: Nasdaq rules require that we must complete one or more Business Combinations with a total aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding any deferred underwriters’ fees and taxes payable on the interest income earned on the Trust Account at the time of our signing of a definitive agreement in connection with our initial Business Combination).
−Removed: We refer to this as the 80% of net assets test.
−Removed: If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or an independent valuation or appraisal firm, with respect to the satisfaction of such criteria.
−Removed: In addition, pursuant to Nasdaq rules, any Business Combination must be approved by a majority of our independent directors.
−Removed: We anticipate structuring our initial Business Combination so that the post-transaction company in which our public shareholders’ own shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses.
−Removed: We may, however, structure our initial Business Combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).
−Removed: Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial Business Combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial Business Combination transaction.
−Removed: For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding stock, shares or other equity interests of a target.
−Removed: In this case, we would acquire a 100% controlling interest in the target.
−Removed: However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to such Business Combination could own less than a majority of our outstanding shares subsequent to such Business Combination.
−Removed: If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test.
−Removed: If our initial Business Combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.
−Removed: In addition, we have agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of our sponsor.
−Removed: If our securities are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test.
−Removed: To the extent we effect our initial Business Combination with a target business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such a business.
−Removed: Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot be certain that we will properly ascertain or assess all significant risk factors.
−Removed: In evaluating a prospective target business, we expect to conduct an extensive due diligence review which may encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the target and its industry.
−Removed: We will also utilize our management team’s operational and capital planning experience.
−Removed: If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the Business Combination transaction.
−Removed: The time required to select and evaluate a target business and to structure and complete our initial Business Combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty.
−Removed: Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial Business Combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another Business Combination.
−Removed: The company will not pay any consulting fees to members of our management team, or their respective affiliates, for services rendered to or in connection with our initial Business Combination.
−Removed: In addition, we have agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of our sponsor.
−Removed: Lack of business diversification
−Removed: For an indefinite period of time after the completion of our initial Business Combination, the prospects for our success may depend entirely on the future performance of a single business.
−Removed: Unlike other entities that have the resources to complete Business Combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business.
−Removed: By completing our initial Business Combination with only a single entity, our lack of diversification may:
−Removed: subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial Business Combination;
−Removed: cause us to depend on the marketing and sale of a single product or limited number of products or services.
−Removed: Limited ability to evaluate the target’s management team
−Removed: Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial Business Combination with that business, our assessment of the target business’s management may not prove to be correct.
−Removed: In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company.
−Removed: Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty.
−Removed: The determination as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial Business Combination.
−Removed: While it is possible that one or more of our directors will remain associated in some capacity with us following our initial Business Combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial Business Combination.
−Removed: Moreover, we cannot be certain that members of our management team will have significant experience or knowledge relating to the operations of the particular target business.
−Removed: We cannot be certain that any of our key personnel will remain in senior management or advisory positions with the combined company.
−Removed: The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial Business Combination.
−Removed: Following a Business Combination, we may seek to recruit additional managers to supplement the incumbent management of the target business.
−Removed: We cannot be certain that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.
−Removed: Shareholders may not have the ability to approve our initial Business Combination
−Removed: We may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated memorandum and articles of association.
−Removed: However, we will seek shareholder approval if it is required by applicable law or stock exchange listing requirement, or we may decide to seek shareholder approval for business or other reasons.
−Removed: Under Nasdaq listing rules, shareholder approval would typically be required for our initial Business Combination if, for example:
−Removed: We issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then-outstanding (other than in a public offering);
−Removed: Any of our directors, officers or substantial security holder (as defined by Nasdaq rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 1% or more (or 5% or more if the related party involved is classified as such solely because such person is a substantial security holder);
−Removed: The issuance or potential issuance of ordinary shares will result in our undergoing a change of control.
−Removed: The decision as to whether we will seek shareholder approval of a proposed Business Combination in those instances in which shareholder approval is not required by law will be made by us, solely in our discretion, and will be based on business and reasons, which include a variety of factors, including, but not limited to:
−Removed: the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;
−Removed: the expected cost of holding a shareholder vote;
−Removed: the risk that the shareholders would fail to approve the proposed Business Combination;
−Removed: other time and budget constraints of the company;
−Removed: additional legal complexities of a proposed Business Combination that would be time-consuming and burdensome to present to shareholders.
−Removed: Permitted purchases and other transactions with respect to our securities
−Removed: If we seek shareholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial Business Combination.
−Removed: Additionally, at any time at or prior to our initial Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial Business Combination or not redeem their public shares.
−Removed: However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.
−Removed: None of the funds in the Trust Account will be used to purchase public shares or warrants in such transactions.
−Removed: If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.
−Removed: Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.
−Removed: We have adopted an insider trading policy which requires insiders to:
−Removed: (i) refrain from purchasing securities during certain blackout periods and when they are in possession of any material non-public information;
−Removed: and (ii) to clear all trades with a designated officer prior to execution.
−Removed: We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases.
−Removed: Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.
−Removed: In the event that our sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights or submitted a proxy to vote against our initial Business Combination, such selling shareholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial Business Combination.
−Removed: We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going- private rules under the Exchange Act;
−Removed: however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules.
−Removed: The purpose of any such transaction could be to (i) vote in favor of the Business Combination and thereby increase the likelihood of obtaining shareholder approval of the Business Combination, (ii) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial Business Combination or (iii) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial Business Combination, where it appears that such requirement would otherwise not be met.
−Removed: Any such purchases of our securities may result in the completion of our initial Business Combination that may not otherwise have been possible.
−Removed: In addition, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
−Removed: Our sponsor, officers, directors and/or their affiliates anticipate that they may identify the shareholders with whom our sponsor, officers, directors or their affiliates may pursue privately negotiated transactions by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of Class A ordinary shares) following our mailing of tender offer or proxy materials in connection with our initial Business Combination.
−Removed: To the extent that our sponsor, officers, directors, advisors or their affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem their shares for a pro rata share of the Trust Account or vote against our initial Business Combination, whether or not such shareholder has already submitted a proxy with respect to our initial Business Combination but only if such shares have not already been voted at the general meeting related to our initial Business Combination.
−Removed: Our sponsor, executive officers, directors, advisors or their affiliates will select which shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant, and will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws.
−Removed: Our sponsor, officers, directors and/or their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.
−Removed: We expect any such purchases would be reported by such person pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.
−Removed: Redemption rights for public shareholders upon completion of our initial Business Combination
−Removed: We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein.
−Removed: The amount in the Trust Account is anticipated to be approximately $10.25 per public share.
−Removed: The per-share amount we will distribute to shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.
−Removed: The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares.
−Removed: There will be no redemption rights upon the completion of our initial Business Combination with respect to our warrants.
−Removed: Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if such Business Combination does not close.
−Removed: Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any Founder Shares and public shares held by them in connection with (i) the completion of our initial Business Combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial Business Combination or to redeem 100% of our public shares if we do not complete our initial Business Combination within 18 months from the IPO Closing Date or with respect to any other provision relating to the rights of holders of our Class A ordinary shares.
−Removed: Limitations on redemptions
−Removed: Our amended and restated memorandum and articles of association provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 either prior to or upon consummation of our initial Business Combination (so that we do not then become subject to the SEC’s “penny stock” rules).
−Removed: However, the proposed Business Combination may require:
−Removed: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed Business Combination.
−Removed: In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed Business Combination exceed the aggregate amount of cash available to us, we will not complete the Business Combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof.
−Removed: Manner of conducting redemptions
−Removed: We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer.
−Removed: The decision as to whether we will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules).
−Removed: Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our Company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval.
−Removed: We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons.
−Removed: So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with the Nasdaq rules.
−Removed: If we held a shareholder vote to approve our initial Business Combination, we will, pursuant to our amended and restated memorandum and articles of association:
−Removed: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules;
−Removed: file proxy materials with the SEC.
−Removed: In the event that we seek shareholder approval of our initial Business Combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above upon completion of our initial Business Combination.
−Removed: If we seek shareholder approval of our initial Business Combination, we will complete our initial Business Combination only if we obtain the approval of an ordinary resolution under Cayman Islands Law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company.
−Removed: In such case, our sponsor and each member of our management team have agreed to vote their Founder Shares and public shares in favor of our initial Business Combination.
−Removed: As a result, in addition to our initial purchaser’s Founder Shares, we would need 8,625,001, or 37.5% (assuming all issued and outstanding shares are voted), or 1,437,501, or 6.25% (assuming only the minimum number of shares representing a quorum are voted), of the 23,000,000 public shares sold in the Public Offering to be voted in favor of a Business Combination in order to have our initial Business Combination approved.
−Removed: Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all.
−Removed: In addition, our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any Founder Shares and public shares held by them in connection with (i) the completion of a Business Combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial Business Combination or to redeem 100% of our public shares if we do not complete our initial Business Combination within 18 months from the IPO Closing Date or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.
−Removed: If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association:
−Removed: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers;
−Removed: file tender offer documents with the SEC prior to completing our initial Business Combination which contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
−Removed: Upon the public announcement of our initial Business Combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act.
−Removed: In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial Business Combination until the expiration of the tender offer period.
−Removed: In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem.
−Removed: If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial Business Combination.
−Removed: Limitation on redemption upon completion of our initial business combination if we seek shareholder approval
−Removed: If we seek shareholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the public shares, which we refer to as “Excess Shares,” without our prior consent.
−Removed: We believe this restriction will discourage public shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed Business Combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms.
−Removed: Absent this provision, a public shareholder holding more than an aggregate of 15% of the public shares could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms.
−Removed: By limiting our shareholders’ ability to redeem no more than 15% of the public shares without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial Business Combination, particularly in connection with a Business Combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.
−Removed: However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial Business Combination.
−Removed: Tendering share certificates in connection with a tender offer or redemption rights
−Removed: Public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” will be required to either tender their certificates (if any) to our transfer agent prior to the date set forth in the proxy solicitation or tender offer materials, as applicable, mailed to such holders, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s deposit/withdrawal at custodian system (the “DWAC System”), at the holder’s option, in each case up to two business days prior to the initially scheduled vote to approve the Business Combination.
−Removed: The proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our Business Combination will indicate the applicable delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares.
−Removed: Accordingly, a public shareholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the initially scheduled vote on the proposal to approve the Business Combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights.
−Removed: Given the relatively short period in which to exercise redemption rights, it is advisable for shareholders to use electronic delivery of their public shares by means of the DWAC System.
−Removed: There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System.
−Removed: The transfer agent will typically charge the tendering broker a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder.
−Removed: However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares.
−Removed: The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.
−Removed: The foregoing is different from the procedures used by many blank check companies.
−Removed: In order to perfect redemption rights in connection with their Business Combination, many blank check companies would distribute proxy materials for the shareholders’ vote on an initial Business Combination, and a holder could simply vote against a proposed Business Combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights.
−Removed: After the business combination was approved, the company would contact such shareholder to arrange for such holder to deliver such holder’s certificate to verify ownership.
−Removed: As a result, the shareholder then had an “option window” after the completion of the Business Combination during which such holder could monitor the price of the company’s shares in the market.
−Removed: If the price rose above the redemption price, the holder could sell their shares in the open market before actually delivering their shares to the company for cancellation.
−Removed: As a result, the redemption rights, to which shareholders were aware they needed to commit before the general meeting, would become “option” rights surviving past the completion of the Business Combination until the redeeming holder delivered its certificate.
−Removed: The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Business Combination is approved.
−Removed: Any request to redeem such shares, once made, may be withdrawn at any time up to two business days prior to the initially scheduled vote on the proposal to approve the Business Combination, unless otherwise agreed to by us.
−Removed: Furthermore, if a public shareholder delivers its public shares in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate physically or electronically.
−Removed: It is anticipated that the funds to be distributed to public shareholders electing to redeem their shares will be distributed promptly after the completion of our initial Business Combination.
−Removed: If our initial Business Combination is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the Trust Account.
−Removed: In such case, we will promptly return any certificates delivered by public shareholders who elected to redeem their shares.
−Removed: If our initial proposed Business Combination is not completed, we may continue to try to complete a Business Combination with a different target until 18 months after the IPO Closing Date.
−Removed: Redemption of public shares and liquidation if no initial business combination
−Removed: Our amended and restated memorandum and articles of association provides that we will have only 18 months from the IPO Closing Date to consummate a Business Combination.
−Removed: If we have not consummated a Business Combination within 18 months from the IPO Closing Date, we will:
−Removed: (i) cease all operations except for the purpose of winding up;
−Removed: (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any);
−Removed: and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
−Removed: There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate a Business Combination within 18 months from the IPO Closing Date.
−Removed: Our amended and restated memorandum and articles of association provides that, if we wind up for any other reason prior to the consummation of our initial Business Combination, we will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.
−Removed: Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if we fail to consummate a Business Combination within 18 months from the IPO Closing Date (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if we fail to complete a Business Combination within the prescribed time frame).
−Removed: Our sponsor, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial Business Combination or to redeem 100% of our public shares if we do not complete our initial Business Combination within 18 months from the IPO Closing Date or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes, if any, divided by the number of the then-outstanding public shares.
−Removed: However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 either prior to or upon consummation of an initial Business Combination (so that we do not then become subject to the SEC’s “penny stock” rules).
−Removed: If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such time.
−Removed: This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer or director, or any other person.
−Removed: We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the proceeds of the Public Offering held outside the Trust Account plus up to $100,000 of funds from the Trust Account available to us to pay dissolution expenses, although we cannot be certain that there will be sufficient funds for such purpose.
−Removed: If we were to expend all of the net proceeds of the Public Offering and the sale of the Private Placement Warrants held outside of the Trust Account, and without taking into account interest, if any, earned on the Trust Account, the per-share redemption amount received by public shareholders upon our dissolution would be $10.25.
−Removed: The proceeds deposited in the Trust Account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders.
−Removed: We cannot be certain that the actual per-share redemption amount received by shareholders will not be less than $10.25.
−Removed: While we intend to pay such amounts, if any, we cannot be certain that we will have funds sufficient to pay or provide for all creditors’ claims.
−Removed: Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account including, but not limited, to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the Trust Account.
−Removed: If any third-party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third-party’s engagement would be significantly more beneficial to us than any alternative.
−Removed: Examples of possible instances where we may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver.
−Removed: In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason.
−Removed: In order to protect the amounts held in the Trust Account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party for services rendered or products sold to us (other than our independent registered public accounting firm), or a prospective target business with which we have 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 our 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 our indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act.
−Removed: In the event that an executed waiver is deemed to be unenforceable against a third-party, our sponsor will not be responsible to the extent of any liability for such third-party claims.
−Removed: However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company.
−Removed: Therefore, we cannot be certain that our sponsor would be able to satisfy those obligations.
−Removed: None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
−Removed: In the event that the proceeds in the Trust Account are reduced 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 amount of interest which may be withdrawn to pay our income tax obligations, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations.
−Removed: While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance.
−Removed: Accordingly, we cannot be certain that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.25 per public share.
−Removed: We will seek to reduce the possibility that our sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
−Removed: Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act.
−Removed: At December 31, 2021, we had access to up to $189,971from the proceeds of the Public Offering and the sale of the Private Placement Warrants with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000).
−Removed: In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our Trust Account could be liable for claims made by creditors, however such liability will not be greater than the amount of funds from our Trust Account received by any such shareholder.
−Removed: If we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy or insolvency estate and subject to the claims of third parties with priority over the claims of our shareholders.
−Removed: To the extent any bankruptcy or insolvency claims deplete the Trust Account, we cannot be certain we will be able to return $10.25 per public share to our public shareholders.
−Removed: Additionally, if we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders.
−Removed: Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and our Company to claims of punitive damages, by paying public shareholders from the Trust Account prior to addressing the claims of creditors.
−Removed: We cannot be certain that claims will not be brought against us for these reasons.
−Removed: Our public shareholders will be entitled to receive funds from the Trust Account only (i) in the event of the redemption of our public shares if we do not complete our initial Business Combination within 18 months from the IPO Closing Date, (ii) in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial Business Combination or to redeem 100% of our public shares if we do not complete our initial Business Combination within 18 months from the IPO Closing Date or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, or (iii) if they redeem their respective shares for cash upon the completion of the initial Business Combination.
−Removed: Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of a Business Combination or liquidation if we have not consummated a Business Combination within 18 months from the IPO Closing Date, with respect to such Class A ordinary shares so redeemed.
−Removed: In no other circumstances will a shareholder have any right or interest of any kind to or in the Trust Account.
−Removed: In the event we seek shareholder approval in connection with our initial Business Combination, a shareholder’s voting in connection with the Business Combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the Trust Account.
−Removed: Such shareholder must have also exercised its redemption rights described above.
−Removed: These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote.
−Removed: In identifying, evaluating and selecting a target business for our initial Business Combination, we may encounter intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, public companies, operating businesses seeking strategic acquisitions.
−Removed: Many of these entities are well established and have extensive experience identifying and effecting Business Combinations directly or through affiliates.
−Removed: Moreover, many of these competitors possess greater financial, technical, human and other resources than us.
−Removed: Our ability to acquire larger target businesses will be limited by our available financial resources.
−Removed: This inherent limitation gives others an advantage in pursuing the acquisition of a target business.
−Removed: Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us for our initial Business Combination and our outstanding public warrants and Private Placement Warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses.
−Removed: Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial Business Combination.
−Removed: We currently have seven executive officers.
−Removed: These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial Business Combination.
−Removed: The amount of time they will devote in any time period will vary based on the status of the proposed OmniAb Business Combination and, if the proposed OmniAb Business Combination is not consummated, whether a different target business has been selected for our initial Business Combination and the stage of the Business Combination process we are in.
−Removed: We do not intend to have any full time employees prior to the completion of our initial Business Combination.
−Removed: Periodic reporting and financial information
−Removed: Our Units, Class A ordinary shares and warrants are registered under the Exchange Act and as a result we have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC.
−Removed: The SEC maintains an internet site at http://www.sec.gov that contains such reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.
−Removed: In accordance with the requirements of the Exchange Act, our annual reports contain financial statements audited and reported on by our independent registered public accountants.
−Removed: We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.
−Removed: We will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation or tender offer materials, as applicable, sent to shareholders.
−Removed: These financial statements may be required to be prepared in accordance with, or reconciled to, accounting principles generally accepted in the United States of America (“GAAP”), or International Financial Reporting Standards (“IFRS”), depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the United States Public Company Accounting Oversight Board (“PCAOB”).
−Removed: These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial Business Combination within the prescribed time frame.
−Removed: We cannot be certain that any particular target business identified by us as a potential acquisition candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above.
−Removed: To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business.
−Removed: While this may limit the pool of potential acquisition candidates, we do not believe that this limitation will be material.
−Removed: We will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2022 as required by the Sarbanes-Oxley Act.
−Removed: Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company, will we not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.
−Removed: A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls.
−Removed: The development of the internal controls of any such target business to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete a Business Combination with such target business.
−Removed: We are a Cayman Islands exempted company.
−Removed: Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act.
−Removed: As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.
−Removed: We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.
−Removed: As such, we are eligible to 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
−Removed: If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
−Removed: In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
−Removed: In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
−Removed: We intend to take advantage of the benefits of this extended transition period.
−Removed: We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the IPO Closing Date, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates equals or exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
−Removed: Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.
−Removed: Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
−Removed: We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the prior June 30, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the prior June 30.
+Added: Our mission is to enable the rapid development of innovative therapeutics by pushing the frontiers of drug discovery technologies.
+Added: We intend to achieve this mission by enabling the discovery of high-quality therapeutic candidates and by being the partner of choice for pharmaceutical and biotechnology companies.
+Added: We believe that pairing the large and diverse antibody repertoires generated from our proprietary transgenic animals with our cutting-edge and high-throughput validated screening tools will deliver high-quality therapeutic candidates for a wide range of diseases.
+Added: Our OmniAb technology platform creates and screens diverse antibody repertoires and is designed to quickly identify optimal antibodies for our partners’ drug development efforts.
+Added: We harness the power of Biological Intelligence™, which we built into our proprietary transgenic animals and pair with our high-throughput screening technologies to enable the discovery of high-quality, fully-human antibody therapeutic candidates.
+Added: We believe these antibodies are high quality because they are naturally optimized in our proprietary systems for affinity, specificity, developability and functional performance.
+Added: Our partners have access to these antibody candidates that are based on unmatched biological diversity and optimized through integration across a full range of technologies, including antigen design, transgenic animals, deep screening and characterization.
+Added: We provide our partners both integrated end-to-end capabilities and highly customizable offerings, which address critical industry challenges and provide optimized antibody discovery solutions.
+Added: As of December 31, 2022, we had 69 active partners with 291 active programs using the OmniAb technology, including 23 OmniAb-derived antibodies in clinical development by our partners and three approved products of our partners:
+Added: (i) zimberelimab, which was approved in China for the treatment of recurrent or refractory classical Hodgkin’s lymphoma, (ii) sugemalimab (Cejemly®), which has been approved in China for the first-line treatment of metastatic (stage IV) non-small cell lung cancer in combination with chemotherapy, as well as for patients with unresectable stage III non-small cell lung cancer whose disease has not progressed following concurrent or sequential platinum-based chemoradiotherapy, and (iii) teclistamab (TECVAYLI®), which received accelerated approval in the U.S.
+Added: for adult patients with relapsed or refractory multiple myeloma who have received at least four prior lines of therapy, including a proteasome inhibitor, an immunomodulatory agent, and an anti-CD38 monoclonal antibody, and conditional marketing authorization in Europe as monotherapy for the treatment of adult patients with relapsed and refractory multiple myeloma.
+Added: At the heart of the OmniAb technology platform lies the Biological Intelligence of our proprietary transgenic animals, including OmniRat®, OmniMouse® and OmniChicken®, that have been genetically modified to generate antibodies with human sequences to facilitate development of human therapeutic candidates.
+Added: Biological Intelligence refers to the ability of the immune system in our transgenic animals to create optimized antibodies through a process that has evolved over 500 million years.
+Added: The immune system function is to adaptively respond to a given target through an iterative process of diversification and selection that produces novel antibodies with high affinity, specificity, and expression levels.
+Added: Through its proprietary and carefully designed transgenes, OmniAb’s Biological Intelligence taps into this powerful in vivo process to generate human antibodies directly from its transgenic animals.
+Added: OmniFlic® and OmniClic® are common light-chain rats and chickens, respectively, designed to generate bispecific antibodies.
+Added: OmniTaur™ provides cow-inspired antibodies with unique structural characteristics for challenging targets.
+Added: To our knowledge, we are the industry’s only four-species in vivo antibody discovery platform, making OmniAb the most diverse host system available in the industry.
+Added: We believe natural antibodies are superior to other antibody generation methods because they are naturally optimized through an iterative in vivo process that preferentially selects antibodies to effectively bind to a specific antigen.
+Added: Our technology can be leveraged to develop multiple therapeutic formats including mono-, bi- and multi-specific antibodies, antibody-drug conjugates (ADCs) and chimeric antigen receptor T cell (CAR-T).
+Added: By generating large and diverse repertoires of high-quality antibodies, we believe Biological Intelligence increases the probability of success of therapeutic antibody discovery and helps limit the attrition of antibody product candidates in the clinic.
+Added: Our technology investments are methodical and deliberate, designed to enable our partner-centric business model to leverage the most cutting-edge solutions to solve the biggest challenges in antibody drug discovery.
+Added: Some partners prefer integrated end-to-end discovery capabilities, while others prefer to use certain of our technologies within their own labs.
+Added: This flexibility not only provides value to our partners, but also allows for greater scalability of our business since we do not have to build out capacity for partners that prefer to use some of their own technologies in the process.
+Added: The breadth and depth of our partner-centric model benefits our investment decision making by providing critical insights into the needs and direction of the industry.
+Added: According to Vaccines journal, antibodies are among the fastest growing class of drugs and are used across multiple therapeutic areas including oncology, inflammation, and neurodegeneration.
+Added: The favorable drug-like properties of antibodies, including high specificity, limited off-target toxicity, superior immune stimulation, and the ability to modulate half-life circulation in serum, have accelerated investment in antibody therapeutics.
+Added: This has resulted in higher success rates for antibody therapeutics when compared to small molecule modalities, according to Clinical Development Success Rates and Contributing Factors 2011-2020, a study of over 9,000 clinical development programs published by PharmaIntelligence.
+Added: These factors have led to substantial investment in antibody discovery, which we believe will continue to expand the total addressable market for antibody discovery technologies.
+Added: Despite industry momentum that has resulted in an overall increase in the number of antibody therapeutic approvals per year, drug discovery and development have become increasingly fragmented, outdated and non-robust.
+Added: While many biotechnology companies bring a focused approach to science, their biological hypotheses are often tested utilizing suboptimal antibody discovery methods due to reliance on legacy technologies.
+Added: Meanwhile, many larger companies have also continued to rely on legacy technologies, often due to the inability to selectively integrate newer technologies at their facilities or because the benefits of technological updates are limited by outdated workflows.
+Added: Additionally, outsourced technologies that have tried to address these shortcomings often lack flexibility.
+Added: These legacy approaches are burdened with critical disadvantages including low antibody diversity, lengthy discovery timelines, limited functional parameter data, excess costs or lack of flexibility.
+Added: We believe that by eliminating the need for each company to build a comprehensive antibody discovery engine, we can unlock innovation and value across a broad network of partners.
+Added: Many emerging and established life sciences companies have been built around technologies that focus on a single or a limited number of steps in the discovery process, including antigen design, transgenic animal platforms, single-cell analysis, sequencing, bioinformatics, and proprietary assays.
+Added: We believe our comprehensive, biologically-driven technology platform provides the industry with a cutting-edge solution for all critical components of the antibody discovery continuum.
+Added: By providing leading antibody discovery solutions to the industry, we aim to increase the probability of success, reduce costs and shorten development timelines for our partners.
+Added: As depicted in the figure below, our technology platform is a suite of integrated technologies designed to discover a wide range of high-quality therapeutic antibodies that leverage the inherent diversity produced by our transgenic animals.
+Added: Our technologies within the OmniAb platform improve the productivity and efficiency of each step of the discovery process:
+Added: • Create Diverse Antibody Repertoires.
+Added: We believe generating large and diverse repertoires of high-quality antibodies increases the likelihood of discovering the antibody with the most desirable therapeutic characteristics.
+Added: At the heart of the OmniAb technology platform is the Biological Intelligence of our proprietary transgenic animals, technology that we own.
+Added: Our animals have been genetically modified to produce a large number of naturally optimized, high-quality, fully-human antibodies.
+Added: We offer the industry’s only four-species platform to address a wide range of biological challenges facing our partners in their antibody discovery efforts.
+Added: We pair our Biological Intelligence with computational antigen design to generate robust antibody responses to biological targets, including but not limited to difficult and complex targets such as ion channels, G protein-coupled receptors (“GPCRs”), transporters, and other transmembrane proteins.
+Added: Our antigen design technology includes transmembrane and cell-surface protein technology that we own or exclusively license.
+Added: • Screen Antibody Candidates.
+Added: Our proprietary xPloration® microcapillary technology, which we own or license, and Gel Encapsulated Microenvironment (“GEM”) technology, which we own, screen repertoires of antibody-secreting B cells at a single-cell level to quickly identify antibodies in as little as a few hours, saving weeks compared to traditional technologies.
+Added: xPloration characterizes tens of millions of antibody producing cells on multiple parameters, then leverages AI to analyze immense amounts of phenotypic data to automatically select and rank thousands of promising therapeutic candidates.
+Added: Our industry-leading throughput allows for the discovery of rare antibodies that may otherwise be missed with traditional technologies.
+Added: • Identify the Right Antibody.
+Added: Our discovery teams are able, as needed, to work closely with partners to identify the right antibody for a particular target profile.
+Added: Antibody candidates identified through our screening technologies are further characterized through a cascade of performance assays.
+Added: The data from multi-parameter screening and performance assays is used in combination with bioinformatics to analyze the antibody repertoire and enable our partners to select the right antibody.
+Added: In addition to our antibody discovery solutions, we possess extensive biological capabilities focused on ion channels, transporters and x-ray fluorescence.
+Added: Ion channels and transporters are key components in a wide variety of biological processes and have broad therapeutic applicability across cancer, metabolic disease, pain, neurological diseases, infectious diseases and others.
+Added: In the search for new drugs, ion channels are a frequent, but challenging target.
+Added: We believe our capabilities in the ion channel area can be leveraged for both small molecule and antibody approaches to therapeutic development.
+Added: We partner with pharmaceutical and biotechnology companies that vary in size, clinical stage, geography and therapeutic focus.
+Added: Our license agreements are negotiated separately for each discovery partner, and as a result, the financial terms and contractual provisions vary from agreement to agreement.
+Added: We structure our license agreements with partners to typically include:
+Added: (i) upfront or annual payments for technology access and payments for performance of research services;
+Added: (ii) downstream payments in the form of preclinical, intellectual property, clinical, regulatory, and commercial milestones;
+Added: and (iii) royalties on net sales of our partners’ products, if any.
+Added: We succeed when our partners are successful and our agreements are structured to align economic and scientific interests.
+Added: An active program is counted once research work has commenced or an antigen is introduced into our animals and remains so as long as the program is actively being developed or commercialized.
+Added: An active partner is counted if such partner has an active program or has executed a license agreement in advance of initiating an active program.
+Added: As of December 31, 2022 and 2021, our partners with active programs included Amgen, Boehringer Ingelheim, Genmab, GSK, Janssen, Merck KGaA, Pfizer, Roche, Sanofi, Seagen and Servier, among others.
+Added: In addition, we work with academic partners including LifeArc, University of Oxford, The Scripps Research Institute, University of Maryland and the Wistar Institute.
+Added: For the years ended December 31, 2022 and 2021, our revenue was $59.1 million and $34.7 million respectively.
+Added: For the years ended December 31, 2022 and 2021, our net loss was $22.3 million and $27.0 million, respectively.
+Added: Historically, our revenue has been derived from payments for technology access, collaborative research services and milestones.
+Added: We believe the long-term value of our business will be driven by partner royalties as such payments are based on global sales of potential future partner antibodies, which generally provide for larger and recurring payments as compared to technology access, research and milestone payments.
+Added: While in 2022, we recognized royalty revenue from our partners’ sales of zimberelimab and sugemalimab in China, we believe our revenue will be materially driven by milestones, in the shorter term, and by royalties, in the longer term, from our partnered programs in the United States and Europe.
+Added: Our mission is to enable the rapid development of innovative therapeutics by pushing the frontiers of drug discovery technologies.
+Added: We intend to achieve this mission by enabling the discovery of high-quality therapeutic candidates and by being the partner of choice for pharmaceutical and biotechnology companies.
+Added: Our strategy to accomplish this is as follows:
+Added: • Enable discovery of high-quality antibody candidates through our platform.
+Added: We have a technologically differentiated platform that provides our partners with end-to-end antibody discovery capabilities, as well as customized solutions for individual steps of the antibody discovery process.
+Added: We believe that pairing the power of Biological Intelligence built into our proprietary transgenic animals with our high-throughput screening technologies will continue to enable the discovery of high-quality, fully-human antibody therapeutic candidates for a wide range of indications.
+Added: • Expand upon our existing partnerships.
+Added: We have 69 active partners as of December 31, 2022, consisting of pharmaceutical, biotechnology and academic organizations, varying in size, clinical stage, geography and therapeutic focus.
+Added: We intend to continue to identify and capture new opportunities with existing partners by building upon our trusted relationships.
+Added: The quality and breadth of our platform enables our partners to succeed in new campaigns and has also enabled them to pursue programs that would otherwise not be pursued due to technical challenges.
+Added: In addition, collaboration between our scientists and partners has expanded partners’ usage to other offerings within our technology platform, such as in silico and in vitro antibody optimization.
+Added: • Increase the number of our partnerships.
+Added: We intend to forge new partnerships with pharmaceutical and biotechnology companies focused on antibody development.
+Added: We plan to continue to gain new customers through increased business development activities, and through continued technological expansion.
+Added: We also intend to increase the number of partnerships with smaller early-stage biotechnology companies by offering flexible deal structures and offerings.
+Added: Through continual investment and expansion of our capabilities, we believe we have the opportunity to further enable our partners to capture additional value from our technologies.
+Added: • Further our technological differentiation through intelligent expansion.
+Added: We employ a methodical and deliberate approach to expanding our technology platform.
+Added: Serving a broad partner base has provided us a unique insight into the needs and direction of the industry, and we continue to leverage this insight for our decision-making.
+Added: In recent years, we have successfully integrated a number of technology acquisitions covering antigen generation, additional animal species, deep screening capabilities, and ion channel expertise.
+Added: We intend to continue to invest in enabling technologies and evaluate strategic technology acquisitions to broaden our capabilities in the antibody discovery continuum.
+Added: • Drive partner adoption through a customizable and flexible offering.
+Added: We meet our partners’ specific needs by offering access to all or certain components of our technology platform.
+Added: Some partners prefer integrated end-to-end discovery capabilities, while others prefer to use our technologies within their own labs.
+Added: This flexibility not only provides value to our partners, but it allows for greater scalability of our business since we do not have to build capacity for partners that prefer to use some of their own resources in the process.
+Added: This approach helps increase the partnership funnel and provides an initial forum for us to expand our relationship moving forward.
+Added: Industry Background
+Added: 500 Million Years of Immune System Evolution
+Added: Antibodies are blood proteins produced by the adaptive immune system in response to a specific foreign antigen.
+Added: Antibodies bind to substances which the body recognizes as foreign, such as bacteria, viruses, cancer cells, and proteins in the blood.
+Added: Antibodies can also be used to target cell surface proteins critical to biological functions and disease.
+Added: The immune system creates novel antibody sequences through DNA recombination involving V, D and J gene segments, followed by additional diversification mechanisms that introduce random mutations, insertions and deletions.
+Added: Diversification occurs in both the heavy and light chain genes, which are translated and assembled in B cells to create the classical Y-shaped antibody.
+Added: These genetic and cellular processes have the potential to create enormous diversity in natural antibody repertoires.
+Added: At any one time, the human body typically has approximately one billion different antibodies circulating in the bloodstream.
+Added: Each antibody is created by one immune B cell.
+Added: When an antibody expressing B cell binds to an antigen, the B cell quickly proliferates and differentiates into a family of closely related cells producing slightly differentiated antibodies.
+Added: This iterative process preferentially selects antibodies that are naturally optimized to be most effective in neutralizing the specific antigen.
+Added: This process, referred to as in vivo affinity maturation, has evolved over 500 million years to naturally select antibodies that are optimized for their intended function.
+Added: Antibodies discovered from natural immune systems generally have favorable therapeutic characteristics, such as high specificity, limited off-target toxicity, superior immune stimulation, and the ability to modulate half-life circulation in serum.
+Added: Despite man-made technologies that try to imitate the natural selection process, over 90% of approved therapeutics are derived from natural immune systems.
+Added: Our OmniAb transgenic animals take advantage of the immune system’s ability to produce high-quality antibodies, and have been genetically modified so the antibodies generated have human sequences.
+Added: The evolutionary divergence of different species has resulted in some animals developing unique mechanisms that increase their immune system effectiveness to certain antigens.
+Added: Each species taps a signature combination of antigen recognition, diversification mechanisms, and distinct structural features that support survival in the face of persistent exposure to evolving environmental threats.
+Added: Our four-species platform harnesses these characteristics, while maintaining the genetic sequences needed to generate diverse repertoires of high-quality, therapeutic antibodies that fit almost any discovery campaign.
+Added: Market Opportunity
+Added: According to Vaccines journal, antibodies are among the fastest growing class of drugs and are used across many therapeutic areas, including oncology, inflammation and neurodegeneration.
+Added: EvaluatePharma data indicates that monoclonal antibodies have represented the majority of the top 10 bestselling drugs over the last five years.
+Added: In 2022, approved antibody-based therapeutics accounted for approximately $240.0 billion in sales, according to data published by Clarivate Analytics Cortellis.
+Added: In 2022, 54 antibody therapeutics reached blockbuster status with sales higher than $1.0 billion, up from 49 antibodies in 2021.
+Added: Furthermore, antibody-based therapeutic sales are expected to grow to approximately $279.0 billion by 2025.
+Added: Despite advances in other therapeutic modalities, investment in antibodies has accelerated over the past decade, which has translated into clinical productivity and ultimately new drug approvals.
+Added: According to data from the Antibody Society, the number of antibodies in the clinic has increased at an estimated 11% CAGR from approximately 500 in 2015 to approximately 950 in 2021.
+Added: The expansion of clinical development has led to an accelerating pace of regulatory approvals as depicted in the figure below.
+Added: The FDA approved the first therapeutic antibody in 1986.
+Added: By 2015, the FDA approved its 50th antibody, and 6 years later in 2021, approved its 100th antibody.
+Added: The number of antibody therapeutics granted a first approval in the United States or EU is shown in the graph below.
+Added: The Antibody Society Database of Antibody Regulatory Approvals, December 31, 2022)
+Added: Much of the success of antibodies as a therapeutic class is attributable to their favorable qualities relative to other therapeutic modalities.
+Added: Antibodies can offer high affinity, potency and specificity, limited off-target toxicity, low immunogenicity, superior immune stimulation and the ability to modulate half-life circulation in serum.
+Added: Industry statistics suggest that these properties have also translated to an increased probability of success relative to other modalities.
+Added: According to PharmaIntelligence’s Clinical Development Success Rates and Contributing Factors 2011-2020, which summarizes a study of over 9,000 drugs being developed for the U.S.
+Added: market, monoclonal antibodies and monoclonal antibody conjugate drugs have had an approximately 12% likelihood of receiving market authorization from the start of Phase 1 clinical trials.
+Added: This is higher than the success rate of small molecule modalities, which had an approximately 8% likelihood of receiving market authorization from the start of Phase 1 clinical trials in the United States.
+Added: Existing Industry Limitations
+Added: Despite industry momentum which has resulted in an overall increase in the number of antibody therapeutic approvals per year, drug discovery and development has become increasingly fragmented, outdated and non-robust.
+Added: Reduced large pharmaceutical investment has intensified fragmentation and created ripple effects for small biotechnology companies due to reduced investment in enabling technologies.
+Added: While many of these biotechnology companies bring a focused approach to science that prioritizes nimble movement and efficient decision making, their biological hypotheses are often tested utilizing suboptimal antibody discovery methods due to reliance on legacy technologies.
+Added: Meanwhile, many larger companies have also continued to rely on legacy technologies for many processes related to antibody discovery, often due to the inability to selectively integrate newer technologies at their facilities or because the benefits of technological updates are limited by outdated workflows.
+Added: Key examples of the frequently utilized legacy technologies and their shortcomings include:
+Added: • Humanized wild-type antibodies.
+Added: This process has been utilized over the last 25 years and attempts to capture the benefits of natural antibody optimization.
+Added: However, the process that converts the animal antibody into a human format introduces conformational changes that impact the desired therapeutic properties of the antibody and may cause immunogenicity concerns.
+Added: • First generation transgenics.
+Added: Earlier transgenic systems demonstrated proof-of-concept and did deliver therapeutic antibodies, however it became apparent that flaws in transgene design limited the robustness of immune responses from these animals.
+Added: In addition, other technical issues, legacy agreement structures and industry consolidation presented further obstacles for the access to and use of the early platforms.
+Added: • Display technology.
+Added: The commonly utilized technologies were invented over 35 years ago and do not benefit from in vivo affinity maturation and optimization.
+Added: Some display libraries are engineered to capture benefits from natural immune systems, however they still carry limitations including loss of the heavy and light chain pairing, and the need for high quality soluble antigen, and they often require downstream sequence optimization for high production in a mammalian manufacturing cell line.
+Added: • Hybridoma screening.
+Added: This method has been utilized for over 45 years and results in a loss of over 99% of antibody diversity, drastically reducing the pool of potential therapeutic candidates to choose from.
+Added: There is a significant and growing disparity between today’s widely used legacy antibody discovery tools and the latest advances in antibody discovery technologies.
+Added: Despite the increased investment into antibody drug development, there is often a slow adoption of newer technologies due to the lack of flexibility integrating these technologies into existing workflows.
+Added: These existing industry approaches are burdened with critical disadvantages including low antibody diversity, lengthy discovery timelines, limited functional parameter data, excess costs and lack of flexibility.
+Added: Our OmniAb technology platform is designed to enable the efficient discovery of high-quality, fully-human antibodies for a wide range of diseases.
+Added: This platform aims to overcome the existing industry challenges and provides our partners access to antibody candidates based on unparalleled biological diversity that are optimized through tight integration across a full range of discovery technologies.
+Added: These technologies include computationally powered antigen design, transgenic animals, high-throughput microcapillary single-cell analysis, next-generation sequencing, proprietary assays and bioinformatics.
+Added: We believe that by providing our partners with access to these technologies we will ultimately shorten the discovery timelines, reduce costs, and increase the probability of success.
+Added: Our investments in our technologies are methodical and deliberate, with the goal to continue to provide our partners with the most cutting-edge technologies to solve the biggest challenges in antibody discovery.
+Added: Our technologies are modular and sequential, creating a complete and scalable solution.
+Added: These technologies also can be individually integrated into our partners internal or external workflows, which allows us to provide our partners with both integrated end-to-end discovery solutions and highly customizable, program-by-program offerings, which address critical industry challenges and provide our partners with optimized antibody discovery solutions.
+Added: Our technology platform is a suite of integrated technologies designed to discover a wide range of high-quality therapeutic antibodies that leverage the inherent diversity produced by transgenic animals and high throughput single-cell screening, as described below.
+Added: Create Diverse Antibody Repertoires
+Added: We believe generating large and diverse repertoires of high-quality antibodies increases the chances of discovering the antibody with the most desirable therapeutic characteristics.
+Added: We have assembled a suite of transgenic animal and antigen technologies that are designed to generate a large and diverse pool of high-quality antibodies.
+Added: The heart of the OmniAb technology platform is the Biological Intelligence of our proprietary transgenic animals, including OmniRat, OmniMouse, and OmniChicken, that have been genetically modified to generate antibodies with human sequences which are naturally optimized through in vivo affinity maturation.
+Added: We combine our transgenic animals with proprietary antigen technology and immunization techniques to generate high-quality antibodies for even the most difficult biological challenges.
+Added: The various OmniAb animal technologies are depicted in the figure below.
+Added: We believe that natural antibodies are superior to other antibody generation methods due to the immune system’s ability to naturally select quality, and already optimized antibodies through a process that has evolved over 500 million years.
+Added: According to the Antibody Society Database of Antibody Regulatory Approvals, as of December 30, 2022, over 90% of all approved antibody drugs had been derived from natural immune systems, which we believe is due to their superior drug-like properties.
+Added: The evolutionary divergence of different species has resulted in some animals developing unique mechanisms that increase their immune system effectiveness to certain antigens.
+Added: Our engineered animal platforms harness these characteristics, while maintaining the human genetic sequences needed to generate diverse repertoires of high-quality, fully-human therapeutic antibodies that fit almost any discovery campaign.
+Added: Our team of world-renowned scientists use a variety of gene editing techniques to alter the genomes of animals to produce antibodies that use human sequences, while retaining the animal’s ability to illicit a strong immune response to antigen.
+Added: We then set up breeding colonies of our genetically modified animals for use in partners’ discovery efforts.
+Added: While there are several options when considering transgenic mice, OmniAb is the only four-species platform, with the world’s only transgenic mouse, rat, chicken, and cow antibody humanization technology.
+Added: Each animal has unique characteristics which address key challenges in antibody discovery.
+Added: We pair our animal technologies with antigen design to further enhance the robust antibody repertoires for antibody campaigns.
+Added: We offer antigen design technology, which we own or exclusively license, for production of challenging therapeutic targets.
+Added: Most drug targets are membrane proteins which are inherently unstable and challenging to investigate.
+Added: The technology produces full-length membrane proteins, including multi-Tm proteins, such as ion channels and GPCRs, the largest class of therapeutic drug targets.
+Added: Our antigen production works in tandem with our therapeutic antibody discovery platform, providing access to high-quality membrane protein antigens for immunization campaigns.
+Added: Guided by molecular modeling and protein design capabilities, our antigen design team manages the cloning, expression, purification, reconstitution, and quality control of purified native-conformation membrane proteins for immunization and screening purposes.
+Added: Antigens can be prepared in particular conformations with protein or small molecule conformational chaperones.
+Added: The range of accessible antigen formats improves the probability of success in generating robust immune response with desired specificities from any of the OmniAb animals.
+Added: Collectively, we believe our transgenic animal and antigen technologies provide the foundation for a successful drug discovery campaign.
+Added: Screen Antibody Candidates
+Added: Finding the best antibody means finding the best antibody producing cell.
+Added: Each antibody is made by an antibody producing cell, known as a B cell, that contains the genetic sequence that encodes its unique antibody.
+Added: When presented with an antigen, the immune system will respond by creating millions of different antibodies and preferentially selecting antibodies that best neutralize the perceived threat.
+Added: These large antibody repertoires can present a challenge in identifying the antibodies with the most optimal candidate drug profiles from millions of possibilities.
+Added: In addition to the enormous number of different antibodies generated, individual B cells are microscopic, generate only a miniscule amount of antibody protein, and are difficult to grow in culture conditions.
+Added: The amount of antibody produced by an individual B cell is too small to be tested directly in conventional 96-well plates.
+Added: Because of this, scientists have relied on the hybridoma method for antibody discovery for the past 45 years.
+Added: During this process, B cells are fused with a certain type of cancer cell, which immortalizes the B cells allowing them to be grown into sufficient quantities for the antibodies to be tested in conventional 96-well plates.
+Added: This process takes approximately 8 to 12 weeks, and is extremely inefficient, leading to losses of 99.9% of the relevant immune diversity from the beginning of the process.
+Added: Despite these significant limitations, hybridoma remains a commonly used technology in the industry.
+Added: We analyze B cells individually using microcapillaries and industry leading throughput with our proprietary xPloration and GEM platforms.
+Added: The xPloration platform is an AI-powered single-cell microcapillary platform that provides multi-dimensional profiling data on tens of millions of cells.
+Added: Our proprietary technology uses a chip with 1.5 million microscopic capillaries that are loaded with individual secreting B cells.
+Added: Chips are processed through automated imaging, then AI-powered algorithms analyze and identify thousands of B cells that express antibodies with the desired characteristics.
+Added: Our AI algorithms are empowered by the industry leading LandingLens TM platform developed by Landing AI.
+Added: Using technology we own or license from Stanford University, thousands of AI-selected B cells are recovered within minutes using lasers that break the capillary forces and drop the B cell into wells for sequencing.
+Added: The whole process can screen up to 40 million cells and recover thousands of paired sequences all within a few hours.
+Added: We believe the xPloration platform represents industry-leading screening and cell recovery.
+Added: The screening throughput enables the discovery of rare cells that would be missed with other systems that only evaluate a small sliver of the repertoire.
+Added: Identify the Right Antibody
+Added: Both xPloration and GEM identify potentially thousands of therapeutic antibody candidates which must then be narrowed to a small number of lead candidates.
+Added: Our OmniAb team is flexibly positioned to work directly with partners to develop work plans and screening cascades that are customized to their antibody design specifications.
+Added: We also assist our partners in their own downstream activities to ultimately find the right antibody for further development.
+Added: Paired chains are cloned in high throughput and expressed as recombinant antibodies in a variety of format options for confirmation and further characterization.
+Added: Assays include high throughput epitope binning and kinetics analysis, and target-specific functional assays.
+Added: Functional data combined with the large amounts of data generated from xPloration provide a comprehensive view of the immune response and allow our partners to select antibodies with even the most stringent design criteria.
+Added: Often the right antibody must be further modified to enhance certain desired characteristics in a process known as antibody optimization.
+Added: Introducing changes to the DNA sequence that enhance one characteristic, can be detrimental to others.
+Added: This results in a process that is lengthy, costly, and reliant on trial-and-error experimentation.
+Added: We believe many of these challenges are averted by using natural immune systems that have evolved over 500 million years to naturally select antibodies that are optimized for their intended function.
+Added: Our antibody repertoires are large, diverse, and full of high-quality antibodies that provide our partners with a significant number of fully optimized leads.
+Added: In the most challenging discovery programs, our team can provide hit expansion through xPloration deep dives and/or NGS data mining to identify variants of confirmed clones with improved affinity, improved manufacturability, or other favorable characteristics, while avoiding the time and technical risk associated with traditional optimization methods.
+Added: In situations where characteristics need to be improved beyond what is available in the repertoire, we can filter sequence variants through a battery of in silico evaluations to remove sequences with liabilities or potential developability problems, and potentially improve potency.
+Added: Optimized sequences are then re-expressed in antibody format of choice and performance is further evaluated in analytical and bioassay evaluation to create a ranked list of potential leads.
+Added: Our Partnership Business Model
+Added: We partner with pharmaceutical and biotechnology companies and academic institutions that vary in size, clinical stage, geography and therapeutic focus.
+Added: Our partners have access to wide repertoires of antibodies and state-of-the-art screening technologies designed to enable efficient discovery of next-generation novel therapeutics and deliver high-quality therapeutic antibody candidates for a wide range of diseases.
+Added: Our partners can select a target and define the antibody properties needed for therapeutic development or use certain of our technologies directly in their own laboratories.
+Added: To the extent our partners request us to provide additional discovery work beyond screening, we capture additional fees either in terms of upfront payments or downstream via additional milestones or royalties.
+Added: Our license agreements with pharmaceutical and biotechnology partners typically include:
+Added: (i) upfront or annual payments for technology access and payments for performance of research services;
+Added: (ii) downstream payments in the form of preclinical, intellectual property, clinical, regulatory, and commercial milestones;
+Added: and (iii) royalties on net sales of our partners’ products, if any.
+Added: License agreements with academic institutions are typically structured as revenue sharing.
+Added: We succeed when our partners are successful and our agreements are structured to align economic and scientific interests.
+Added: Our license agreements typically include annual reporting requirements which provide us updates from our partners on the status of their programs.
+Added: In addition, we track our active partnered programs by reviewing our partners’ public announcements and maintaining close communications with our partners to the extent possible.
+Added: In some instances, a partner may not publicly announce milestones in which case we are generally dependent on our partners to track and disclose milestones at the time of achievement.
+Added: Our license agreements are typically terminable by our partners without penalty with specified notice.
+Added: However, all milestone payments and royalties survive termination and continue with respect to any OmniAb-derived antibodies.
+Added: The royalty term is typically the longer of 10 years from the first commercial sale or through the last expiration in any jurisdiction of the patents covering such OmniAb-derived antibody.
+Added: Importantly, our royalty term is linked to the patents that our partners file, which both lengthens and diversifies the royalty streams we receive.
+Added: Our typical royalty rates for antibody discovery contracts are currently in the low- to mid-single digits, and can vary depending on other economic terms in the agreement.
+Added: Although our license agreements with pharmaceutical and biotechnology partners typically include technology access fees, milestone payments and royalties, each agreement is negotiated separately and as a result, the financial terms and contractual provisions vary from agreement to agreement.
+Added: By providing a full suite of antibody discovery technologies with streamlined economics, we believe we offer an attractive option to industry stakeholders.
+Added: The below graph shows the growth in active partners, active programs and clinical programs and the number of programs that have entered clinical trials.
+Added: As of December 31, 2022, there were 291 active antibody programs.
+Added: An active program is counted once research work has commenced or an antigen is introduced into our animals and includes active clinical programs and approved products.
+Added: An active partner is one that has an active program or has executed a license agreement in advance of initiating an active program.
+Added: Active clinical programs represents the number of unique programs for which an IND or equivalent under other regulatory regimes has been filed based on an OmniAb-derived antibody and which are in clinical development.
+Added: Approved products represents an OmniAb-derived antibody for which our partner has received marketing approval.
+Added: Our partners’ active clinical programs include monoclonal and bispecific antibodies discovered using OmniRat, OmniMouse, OmniFlic, or OmniChicken and target a range of therapeutic indications including oncology, immunology, and metabolic disorders.
+Added: As our partners’ discovery and preclinical programs continue to mature, we expect the number of OmniAb-derived antibodies in clinical development by our partners to expand to include antibodies discovered using our newer OmniClic and OmniTaur technologies.
+Added: Our Technology
+Added: The foundational technologies that power our OmniAb Technology Platform are described below:
+Added: OmniRat was launched in 2012 and is the first example of a successful knock-out of the endogenous rat immunoglobulin genes coupled with transgenesis of human counterparts.
+Added: OmniRat produces a diverse repertoire of antibodies with human idiotypes and immunological characteristics that are comparable to antibodies from wildtype animals.
+Added: OmniRat provides cross-reactivity against a mouse, which may streamline preclinical development by obviating the need for surrogate antibodies, and thereby may decrease clinical risks.
+Added: The OmniRat has been engineered to contain functional recombinant immunoglobulin loci, use genes with similar frequency as humans, and rearrange functional human immunoglobulin genes.
+Added: The animals are bred on a mixed genetic background to further diversify the antibody repertoire and feature different light chain isotypes which is designed to provide flexibility around partners’ needs and technology.
+Added: The OmniRat shows high expression, normal human CDR-H3 length distribution, and normal hypermutation and affinity maturation.
+Added: As of December 31, 2022, there are three approved OmniRat-derived antibodies and 18 additional antibodies in clinical development by our partners.
+Added: OmniMouse was launched in 2014, and we designed this technology using the same transgenes as OmniRat to deliver fully human antibodies utilizing standard mouse-based protocols.
+Added: OmniMouse expands the sequence diversity of our rat-based platforms (OmniRat and OmniFlic), offering easy conversion from wildtype mice while utilizing the same protocols.
+Added: OmniMouse produces a diverse repertoire of antibodies with human idiotypes and provides a complementary murine system for additional sequence diversity.
+Added: Like OmniRat, OmniMouse is currently bred to generate a mixed genetic background to further increase sequence diversity.
+Added: For partners who prefer to work with mice, OmniMouse provides a rapid solution to deliver fully-human antibodies.
+Added: As of December 31, 2022, there is one OmniMouse-derived antibody in clinical development by our partners.
+Added: OmniChicken was launched in 2016 and is the first successfully engineered bird with an immune system that can efficiently generate human sequence antibody repertoires for the discovery of therapeutic antibodies.
+Added: OmniChicken and OmniClic, our bispecific transgenic chicken platform, offer affinity matured antibodies in an evolutionarily distant chicken host environment.
+Added: As depicted in the figure below, more than 300 million years of evolutionary distance drives divergence between mammalian and avian orthologs, which are genes in different species that evolved from a common ancestral gene by speciation.
+Added: This evolutionary distance enables generation of a diverse repertoire of antibody panels to highly conserved therapeutic target antigens that are not immunogenic in mammals.
+Added: OmniChicken features a high level of functional diversity, with sequence diversity focused on the CDR regions, while maintaining conserved, well-validated human framework regions.
+Added: OmniChicken antibodies bind to diverse epitopes on human targets with high affinity, and additionally offer excellent developability profiles.
+Added: As of December 31, 2022, there is one OmniChicken-derived antibody in clinical development by our partners.
+Added: OmniTaur was launched in 2020 and provides cow-derived ultralong CDR-H3 antibodies with a human framework.
+Added: CDR-H3 is the region of the antibody that makes primary contact with the target and ultralong CDR-H3 antibodies have been shown to bind to targets with deep or cryptic epitopes.
+Added: We believe these antibodies could be leveraged for a variety of targets with epitopes which may be difficult to reach with conventional antibodies, including ion channels, transporters, and viral proteins.
+Added: As depicted in the figure below, OmniTaur features a fully human variable framework, and an ultralong CDR-H3 region, which we believe makes OmniTaur antibodies well suited for targeting unique, disease-relevant epitopes.
+Added: OmniChicken with cow-inspired properties (in development)
+Added: We are currently developing a next generation OmniChicken with cow-inspired CDR-H3 motifs.
+Added: If successful, this will combine the OmniChicken’s ability to generate antibodies against highly conserved targets with the structural attributes of OmniTaur’s ultralong CDR-H3 domains.
+Added: We believe these combined benefits may enable antibody discovery for a number of high-value targets that are undruggable with today’s technologies.
+Added: Bispecific antibody platforms
+Added: We offer the only rat and chicken platform for generation of bispecific antibodies.
+Added: Although bispecific antibody drugs have been researched for more than 30 years, only a limited number of bispecific antibodies have achieved regulatory approval.
+Added: There are very few successful examples of large-scale manufacturing for a bispecific antibody, and the “common light chain format” is a technology designed to simplify and improve the efficiency of the production and purification of a whole IgG—type bispecific antibody.
+Added: Our bispecific antibodies are IgG antibodies, with a common light chain and different heavy chains.
+Added: Common light chain antibodies allow for combining targeting arms for bispecific and multi-specific antibodies without the complexity of correct heavy and light chain pairing.
+Added: Using this IgG format, the bispecific function can be introduced while maintaining the natural shape of the antibody.
+Added: Both OmniFlic, our bispecific rat, and OmniClic, our bispecific chicken, express the same light chain which enables the formation of bispecific therapeutics through the combination of antibodies generated from either platform.
+Added: We believe that the characteristics of our common light chain platforms offer several advantages over current generation bispecific antibody technologies.
+Added: To generate bispecific antibodies, we conduct parallel immunizations with two antigens and then engineer the two targeting arms of the antibody as depicted in the figure below.
+Added: We then use functional screening to identify heavy chain pairs with balanced affinities for their targets and support robust purification of the bispecific antibodies for manufacturing purposes.
+Added: OmniFlic (Bispecific rat platform)
+Added: OmniFlic was launched in 2014 and is a fixed light-chain variation of OmniRat.
+Added: The OmniFlic transgenic rat expresses a fixed VK3-15 light chain.
+Added: OmniFlic features the same heavy chain transgene as OmniRat, which generates diverse repertoires upon immunization.
+Added: OmniFlic is a fixed light-chain transgenic rat developed to facilitate the generation of bispecific antibodies.
+Added: As of December 31, 2022, there are three OmniFlic-derived antibodies in clinical development by our partners.
+Added: OmniClic (Bispecific chicken platform)
+Added: OmniClic was launched in 2019 and is a common light-chain transgenic chicken developed to facilitate the generation of bispecific antibodies.
+Added: OmniClic was engineered to focus sequence diversity on the CDRs of the VH domain.
+Added: OmniClic expresses the VH3-23 and VK3-15 light chains, with a modified light chain transgene to minimize diversification.
+Added: Our bispecific antibody platforms produce IgG, antibodies, with a common light chain and different heavy chains.
+Added: To generate these antibodies, we conduct parallel immunizations with two antigens and then engineer a bespoke version of the transgenic platform to generate a diverse set of heavy chains and ultimately bispecific therapeutic antibodies.
+Added: HCO/OmnidAb™ chicken
+Added: OmniAb scientists recently developed a next generation OmniChicken designed to express antibodies comprised of heavy chains, that do not require pairing with light chains, unlike conventional IgG heavy chains.
+Added: Such antibodies are referred to as domain antibodies (“dAbs”) or as heavy chain only (“HCO”) antibodies.
+Added: In addition to other unique benefits and uses, HCO antibodies, similar to common light chain antibodies, can be used to generate bispecific and multispecific antibodies while avoiding the complexity of correct heavy and light chain pairing.
+Added: HCO antibodies resemble camelid antibodies, which are smaller than conventional antibodies, allowing for the targeting of novel epitopes.
+Added: We expect OmnidAb to be available to partners by December 2023.
+Added: Screening Technologies
+Added: We believe that the xPloration platform offers greatly improved screening and cell recovery compared to other leading, commercially available single-cell multi-dimensional profiling technologies.
+Added: The xPloration screening throughput is designed to enable the discovery of rare cells that would likely be missed with other systems that are only able to evaluate a small sliver of the repertoire.
+Added: We pair this with next-generation sequencing to further expand the repertoire for potential hit expansion downstream if necessary.
+Added: Our laser-based recovery process retains heavy/light chain pairing of the antibodies, which directly provides potential lead antibody sequences bypassing the need for pairing algorithms that attempt to reconstruct the repertoire.
+Added: The considerable throughput combined with retaining heavy/light chain antibody pairing can cut weeks or months off traditional discovery workflows.
+Added: For certain development programs, we leverage our proprietary GEM technology.
+Added: The GEM technology incorporates many of the same principles of the xPloration platform by isolating and performing multi-dimensional profiling of single B cells from an immunized animal.
+Added: Small droplets encapsulate single B cells and reporters that present the target antigen on the surface of a bead or cell.
+Added: Secreted antibodies from the B cell diffuse locally in the microenvironment where they can bind to Reporters, which in turn can be detected with a fluorescent probe.
+Added: Using different types of Reporters in the microenvironment can generate a multi-parameter binding profile of each antibody.
+Added: Antigen specificity is determined by colocalization of signal with alternative bead and/or cell types.
+Added: Millions of GEMs can be examined in parallel.
+Added: GEMs containing B cells and antibodies of interest can be harvested, cloned, and expressed as recombinant antibodies for further characterization studies.
+Added: Both xPloration and GEM are compatible with a wide variety of assay formats, including cell surface binding assays, reporter cell stimulation, multiplex target binding, and cross-reactivity screening.
+Added: These assays enable us to tackle high value, challenging targets, such as ion channels and GPCRs.
+Added: High throughput B cell screening is particularly valuable within the OmniAb ecosystem because of our unique animal offerings.
+Added: While mouse hybridoma techniques have been available for decades, hybridoma generation methods for other species including chickens, and cows are not available.
+Added: As such, B cell screening with OmniAb’s platforms enables the discovery of unique antibodies from any host systems.
+Added: Next generation xPloration (in development)
+Added: OmniAb scientists and engineers are currently developing a next generation xPloration platform as depicted in the figure below.
+Added: We believe this platform has the potential to further expand our position as the industry leader in speed, throughput, reliability, and ease of use.
+Added: Ion Channel Differentiated Capabilities
+Added: Ion channels and transporters are key components in a wide variety of biological processes that involve rapid changes in cells and have broad therapeutic applicability across multiple therapeutic areas including oncology, metabolic disease, pain, neurological diseases, infectious diseases and others.
+Added: Ion channels make particularly challenging drug targets due to (i) difficulty with antigen purification (ii) poor immunogenicity (iii) high homology with rodents used in immunization campaigns and (iv) small binding regions with the majority of protein embedded in cell membranes.
+Added: Due to these challenges in developing effective therapeutics, patients suffering from ion channel and transporter related diseases are severely underserved.
+Added: Icagen® has extensive biological capabilities focused on ion channels and transporters, and decades of experience in novel drug discovery from screening to lead optimization, with an active set of big pharma discovery and asset-based partnerships.
+Added: The differentiated core capabilities at Icagen can provide novel reagent generation and proprietary assays that can also support antibody discovery programs and can be accessed by partners when pursuing ion channels and transporter targets.
+Added: We believe we are well positioned to provide the tools necessary to generate and discover antibodies and small molecules to target ion channel and transporter targets.
+Added: Our computational antigen generation technology has been validated in successfully generating, stabilizing, and purifying antigen for these targets and our four-species transgenic animal platform is validated in successfully generating antibodies for poorly immunogenic, high homology, and cryptic targets.
+Added: In addition to the drug design challenges, it is difficult to develop effective functional assays to test potential therapeutics.
+Added: OmniAb’s proprietary Icagen ion channel platform leverages proprietary expertise in the combination of biological assays, medicinal chemistry, and in silico and computational chemistry applications to enable the discovery of ion channel targeting therapeutics.
+Added: We believe this suite of technologies provides a differentiated capability for advancing high value ion channel and transporter drug discovery programs regardless of modality including small molecules, mono-, bi-and multi-specific antibodies, and antibody-drug conjugates (ADCs).
+Added: Investing in Differentiated Technology
+Added: We built the OmniAb technology platform through acquisition, investment, and innovation.
+Added: We acquired Open Monoclonal Technology, Inc.
+Added: (OMT) in January 2016, Crystal Bioscience, Inc.® in October 2017, Ab Initio Biotherapeutics, Inc.
+Added: in July 2019, Icagen, LLC in April 2020, xCella Biosciences, Inc.
+Added: in September 2020 and Taurus Biosciences, LLC in September 2020.
+Added: In addition to acquisitions, we have advanced our technology platform through internal investment and innovation.
+Added: Over the past five years, the OmniAb team has launched new transgenic animals, introduced computational antigen design, expanded internal capabilities in downstream processing, and developed internal data management and bioinformatics software.
+Added: We have several internal projects in development including new transgenic animals, a next generation high-throughput microcapillary deep screening platform, and a number of undisclosed projects.
+Added: The key technologies obtained through acquisition are listed below.
+Added: Business Acquisition Date Technologies Acquired
+Added: OMT January 2016 OmniRat;
+Added: Crystal October 2017 OmniChicken;
+Added: GEM screening
+Added: Ab Initio July 2019 Antigen design
+Added: Icagen April 2020 Ion channel technology
+Added: xCella September 2020 xPloration screening
+Added: Taurus September 2020 OmniTaur
+Added: The market for technologies that enable the discovery and development of therapeutic antibodies, such as ours, is global, characterized by intense competition and subject to significant intellectual property barriers.
+Added: The solutions and applications offered by our competitors vary in size, breadth and scope, and given the broad promise of antibody therapeutics, we face competition from many different sources, including companies developing single-cell screening technologies, transgenic animals and antibody engineering technologies, using a variety of business models, including the development of internal pipelines of therapeutics, financial investment in partner programs, technology licensing, and the sale of instruments and devices.
+Added: We also face competition from companies who use internal resources and technologies for their discovery capabilities, as well as integrated contract research organizations that use traditional hybridoma, phage, and yeast display technologies in discovery.
+Added: Due to the significant interest and growth in antibody therapeutics more broadly, we expect the intensity of this competition to increase.
+Added: We seek to provide our partners with the most advanced technologies for antibody drug discovery, including antigen design, transgenic animal platforms and single-cell analysis.
+Added: Many emerging and established life sciences companies have been built around technologies that focus on one or a limited number of these steps.
+Added: Examples include:
+Added: • in discovery using genetically engineered rodents, we face technical competition from companies that provide access to similar technologies, such as AbCellera Biologics Inc., Ablexis LLC, Alloy Therapeutics, Inc.
+Added: Crescendo Biologics Ltd., Harbour Antibodies BV, Leveragen, Inc., Merus N.V., Regeneron Pharmaceuticals, Inc.
+Added: and RenBio Inc.;
+Added: • in the field of single-cell screening, we face technical competition from companies that provide access to similar technologies, such as AbCellera Biologics Inc., Berkeley Lights Inc., HiFiBio Inc., and Sphere Fluidics Ltd.;
+Added: • in ion channel drug discovery, we face technical competition from companies that provide similar technologies, or biological expertise, such as Charles River Labs Inc., Evotec SE, Metrion Biosciences Ltd., and WuXi AppTec.
+Added: We also face direct business competition from companies that provide antibody discovery services using technologies, such as hybridoma and display.
+Added: Companies with discovery business models that include downstream payments include AbCellera Biologics Inc.
+Added: and Adimab LLC.
+Added: In addition, we compete with a variety of fee-for-service contract research organizations that provide services, in most cases using legacy technologies, that compete with one or more steps in our technology platform.
+Added: For a discussion of the risks we face relating to competition, see “Risk Factors—Risks Related to Our Business—The life sciences and biotech platform technology market is highly competitive, and if we cannot compete successfully with our competitors, we may be unable to increase or sustain our revenue, or sustain profitability.”
+Added: Intellectual Property
+Added: We believe that patents and other proprietary rights are important to our business.
+Added: Our practice is to file patent applications to protect technology, inventions and improvements to our inventions that are considered important to the development of our business.
+Added: We also rely upon trade secrets, know-how, continuing technological innovations and licensing opportunities to develop and maintain our competitive position.
+Added: Patents are issued or pending for the technology families described below.
+Added: The scope and type of patent protection provided by each patent family is defined by the claims in the various patents.
+Added: Patent term may vary by jurisdiction and depend on a number of factors including potential patent term adjustments, patent term extensions, and disclaimers, and patent terms referenced below do not take into consideration such adjustments, extensions, or disclaimers.
+Added: The patents and patent applications referenced below are in each case, as of March 15, 2023.
+Added: OmniAb Technology Platform
+Added: Our OmniAb therapeutic antibody platforms, including OmniRat, OmniMouse and OmniChicken, produce naturally optimized antibodies with human sequences in animals.
+Added: Our OmniAb antibody platform patent portfolio includes patents and applications obtained upon the acquisition of OMT in January 2016 and Crystal Bioscience in October 2017.
+Added: We own patents directed to OmniAb animals and related inventions, including 25 issued patents in the United States, six issued patents in Europe, five issued patents in Japan, three issued patents in China, and counterpart patents granted in other countries.
+Added: These patents include:
+Added: patents directed to rodent germ cells, transgenic rodents, methods of generating transgenic rodents, and antibodies produced from transgenic rodents, and foreign counterparts including in Europe, Japan, China, and Canada, all having an expiration date in 2028 without accounting for potentially available patent term adjustments and extensions or disclaimers;
+Added: patents directed to our GEM assay, including gel microdrops, their use, and their method of manufacture, and foreign counterparts including in Europe, Japan, and Canada, all having an expiration date in 2029 without accounting for potentially available patent term adjustments and extensions or disclaimers;
+Added: patents directed to transgenic animals including chickens, B cells isolated from transgenic chickens, and methods of producing antibodies, all having an expiration date in 2030 without accounting for potentially available patent term adjustments and extensions or disclaimers;
+Added: patent directed to avian gonocytes and their method of manufacture, each having an expiration date in 2031 without accounting for potentially available patent term adjustments and extensions or disclaimers;
+Added: patents directed to transgenic chickens and chicken germ cells, and foreign counterparts including in Europe and Canada, all having an expiration date in 2032 without accounting for potentially available patent term adjustments and extensions or disclaimers;
+Added: patents directed to transgenic chickens, methods of producing antibodies, and isolated antibody-producing cells, all having an expiration date in 2032 without accounting for potentially available patent term adjustments and extensions or disclaimers;
+Added: patents directed to transgenic rodents, methods of producing antibodies, and chimeric polynucleotides, and foreign counterparts including in Europe, China, and Japan, all having an expiration date in 2033 without accounting for potentially available patent term adjustments and extensions or disclaimers;
+Added: patent directed to transgenic chickens and methods of producing antibodies having an expiration date in 2036 without accounting for potentially available patent term adjustments and extensions or disclaimers.
+Added: We also own 17 pending U.S.
+Added: patent applications, 11 pending European patent applications, nine pending Japanese patent applications, four pending Chinese patent applications, and counterpart patent applications pending in other countries.
+Added: Any patents issuing from these applications are expected to expire between 2028 and 2041, without accounting for potentially available patent term adjustments and extensions or disclaimers.
+Added: Our partners who use the OmniAb patented technology to generate novel antibodies may be entitled to separate, additional patent protection on such antibodies.
+Added: Icagen Ion Channel Platform
+Added: In April 2020, we acquired the core assets of Icagen, LLC, an early-stage drug discovery company focused on ion channel and transporter targets.
+Added: Our Icagen ion channel platform has issued patents and pending patent applications directed to X-ray fluorescence-based detection of binding events and transport across barriers and related inventions, including 22 issued patents in the United States, four issued patents in Europe, eight issued patents in Japan, and three issued patents in China.
+Added: The portfolio also includes six pending U.S.
+Added: patent applications and three pending European patent applications.
+Added: These patents and applications are directed to methods and apparatus.
+Added: The patents and applications in Icagen’s portfolio are expected to expire between 2023 and 2040, without accounting for potentially available patent term adjustments and extensions or disclaimers.
+Added: xCella Biosciences
+Added: In September 2020, we acquired xCella Biosciences.
+Added: xCella’s technology includes a microcapillary platform that can screen single B cells for specificity and bioactivity, which expands our existing single B cell assay capabilities in the OmniAb technology platform.
+Added: xCella owns a patent portfolio that includes four issued patents in the United States, one issued patent in China, one issued patent in Japan, five pending U.S.
+Added: patent applications, six pending European patent applications, four pending Japanese patent applications, three pending Chinese patent applications, and counterpart patent applications pending in other countries.
+Added: These patents and applications are directed to methods and apparatus.
+Added: The patents and applications in xCella’s owned portfolio are expected to expire between 2036 and 2040, without accounting for potentially available patent term adjustments and extensions or disclaimers.
+Added: Through xCella, we also have a non-exclusive license from Stanford University to a patent family directed to methods for extracting samples from microcapillary arrays, which includes two issued patents in the U.S., two issued patents in Europe, three issued patents in Japan, two issued patents in China, one pending application the U.S.
+Added: and one pending application in Europe.
+Added: These licensed patents and applications have an expected expiry date in 2033 and 2036, without accounting for potentially available patent term adjustments and extensions or disclaimers.
+Added: Taurus Biosciences
+Added: In September 2020, we acquired Taurus Biosciences, which added technologies for discovery and humanization of antibodies from immunized cows or cow-derived libraries to our OmniAb platform technology platform.
+Added: These antibodies feature some of the longest CDR-H3s of any species, with unique genetic and structural diversity that can enable binding to challenging antigens with application in therapeutics, diagnostics and research.
+Added: Through this acquisition, we own issued patents and pending patent applications relating to screening methods and antibody engineering.
+Added: Taurus’ owned patent portfolio includes five U.S.
+Added: patents, two granted European patents, two granted Japanese patents, one pending Japanese patent application, one granted Australian patent, one granted Chinese patent, one pending Chinese patent application, one granted Canadian patent and one pending Canadian patent application.
+Added: These patents and applications are directed to methods of generating combinatorial human antibody libraries, methods of affinity maturation of antibodies, humanized antibodies with ultralong CDRs, and bovinized human antibodies comprising ultralong CDRs.
+Added: The patents and applications in Taurus’ owned portfolio are expected to expire between 2029 and 2034, without accounting for potentially available patent term adjustments and extensions or disclaimers.
+Added: Through Taurus, we also have an exclusive license from The Scripps Research Institute to technology related to ultralong CDR-H3s.
+Added: This licensed portfolio includes three issued patents in the U.S., one issued patent in Japan, and two issued patents in Australia.
+Added: These licensed patents have an expected expiry date in 2033, without accounting for potentially available patent term adjustments and extensions or disclaimers.
+Added: In July 2019, we acquired Ab Initio.
+Added: Ab Initio owns a portfolio of issued patents and pending patent applications directed to SIRP-gamma polypeptides and apelin (“APJ”) receptor binding domains that includes three issued patents in the United States, one issued patent in Europe, one pending patent application in Europe, one issued patent and one pending patent application in Japan, one issued patent and one pending patent application in China and one pending patent application in Canada.
+Added: These patents and applications are directed to composition-of-matter and methods of use.
+Added: The patents and applications in Ab Initio’s owned portfolio are expected to expire between 2036 and 2040, without accounting for potentially available patent term adjustments and extensions or disclaimers.
+Added: Through Ab Initio, we also have an exclusive license from Stanford University directed to screening methods using transmembrane and cell-surface proteins and related compositions and kits.
+Added: This licensed portfolio includes four issued patents in the U.S., two pending applications in Japan, one pending application in Europe and an issued patent in China.
+Added: The patents and application in the licensed portfolio are expected to expire between 2034 and 2035, without accounting for potentially available patent term adjustments and extensions or disclaimers.
+Added: We also use trademark rights to protect our brand.
+Added: As of March 15, 2023, we own a total of 22 registered United States trademarks, eight pending United States trademarks, 131 registered foreign trademarks in various countries including China, the European Union, and Japan, and eight pending foreign trademarks in various countries around the world.
+Added: Our trademarks include our company name OMNIAB and product-specific names such as OMNICHICKEN, OMNICLIC, OMNIFLIC, OMNIMOUSE, OMNIRAT, and OMNITAUR, as well as slogans and marketing taglines such as “3 SPECIES, 1 LICENSE®,” “ABSOLUTELY OMNIAB®,” “ANIMAL INTELLIGENCE™,” “BIOLOGICAL INTELLIGENCE,” and “NATURALLY OPTIMIZED HUMAN ANTIBODIES®.”
+Added: Our license agreements are negotiated separately for each discovery partner, and as a result, the financial terms and contractual provisions vary from agreement to agreement.
+Added: We structure our license agreements with our partners to include:
+Added: (i) payments for technology access and payments for performance of research services;
+Added: (ii) downstream payments in the form of preclinical, intellectual property, clinical, regulatory, and commercial milestones;
+Added: and (iii) royalties on net sales of our partners’ products, if any.
+Added: We succeed when our partners are successful and our agreements are structured to align economic and scientific interests.
+Added: We partner with drug developers of all sizes, from large cap pharmaceutical to small biotechnology companies and academic institutions.
+Added: Our pharmaceutical and biotechnology partners are predominantly based in the United States, Europe, and China.
+Added: As of December 31, 2022, we had 95 full-time employees in the United States including 74 employees engaged in research and development.
+Added: Our strategy involves:
+Added: • Providing the best antibody discovery engine to our partners through continued investment and innovation
+Added: • Giving our partners optionality and flexibility to use components of our technology to broaden our potential customer base
+Added: • Working with partners to guide our investment and development priorities to expand our current partnerships
+Added: • Expanding the reach of our technology to new partners of all sizes in the drug development industry
+Added: • Delivering a complete solution through investment in infrastructure, resources and expertise to execute early-stage discovery
+Added: As of December 31, 2022, our business development and marketing function had three dedicated business development professionals, and two dedicated marketing professionals.
+Added: Our business development and marketing team has been complemented with research and development staff attending a variety of scientific conferences, which has helped increase the business development pipeline.
+Added: We plan to further expand our commercial sales, marketing and business development teams.
+Added: Government Regulation
+Added: Regulation of Drugs and Biological Products and Coverage and Reimbursement
+Added: Government authorities in the United States, at the federal, state and local level, and in the European Union (“EU”) and other countries and jurisdictions, extensively regulate, the research, development, testing, manufacturing, quality control, safety, effectiveness, approval, labeling, packaging, storage, record-keeping, promotion, advertising, distribution, post-approval monitoring and reporting, marketing and export and import of drugs and biological products such as those that our partners develop.
+Added: Our partners must obtain the requisite approvals from the applicable regulatory authority prior to the commencement of clinical studies.
+Added: In the United States, the FDA regulates drugs under the Federal Food, Drug, and Cosmetic Act (“FDCA”) and biologics under the FDCA and the Public Health Service Act.
+Added: In the EU, the European Commission and national competent authorities of the EU member states regulate the development and marketing of medicinal products, including biologics.
+Added: Prior to obtaining approval to commercialize a therapeutic candidate in the United States, EU or otherwise abroad, our partners must demonstrate with substantial evidence from well-controlled non-clinical studies and clinical trials, and to the satisfaction of the FDA, European Medicines Agency (“EMA”) or comparable foreign regulatory agencies, that such drugs are safe and effective, or in the case of biologics in the United States, safe, pure, and potent, for their intended use.
+Added: FDA approval of a New Drug Application (“NDA”) or Biologics License Application (“BLA”) or supplement, or European Commission or national competent authority of an EU member state granting of a marketing authorization (“MA”) in the EU, is required before any new drug or biologic can be marketed.
+Added: If we or our partners fail to comply with applicable laws or regulations at any time, we or our partners may become subject to sanctions or other legal consequences, including among other things, delays in
+Added: developing therapeutics, restrictions on marketing or manufacturing, withdrawal of products, product recalls, or the imposition of civil or criminal penalties.
+Added: In addition we and our partners are subject to additional healthcare regulation and enforcement under laws related to, among other things, state, federal and foreign anti-kickback, fraud and abuse, false claims, and transparency laws and regulations related to drug pricing and payments and other transfers of value made to physicians and other healthcare providers.
+Added: Sales of therapeutics will depend substantially, both domestically and internationally, on the extent to which the costs of such therapeutics are paid by health maintenance, managed care, pharmacy benefit and similar healthcare management organizations, or reimbursed by government health administration authorities, private health coverage insurers and other third-party payors.
+Added: Further, in the United States, the pharmaceutical industry has been the subject of major legislative initiatives that may affect the ability to profitably commercialize drugs, and similar developments in the EU may occur.
+Added: For example, in August 2022 the Inflation Reduction Act of 2022 was signed into law and, among other things, it requires:
+Added: manufacturers of certain drugs to engage in price negotiations with Medicare (beginning in 2026);
+Added: imposes rebates under Medicare Part B and Medicare Part D to penalize price increases that outpace inflation (first due in 2023);
+Added: and replaces the Part D coverage gap discount program with a new discounting program (beginning in 2025).
+Added: FDA Regulation of Intentionally Genetically Altered Animals
+Added: The FDCA provides the FDA with authority to regulate as a drug intentionally genetically altered (“IGA”) animals, including where such animals are intended to produce human drugs.
+Added: In general, any new animal drug is deemed unsafe and adulterated unless FDA has approved a new animal drug application (“NADA”) for its intended use, or unless such drug is only for investigational use and conforms to specified exemptions for such use under an Investigational New Animal Drug (“INAD”) exemption.
+Added: However, although IGA animals may be subject to premarket approval requirements or the requirement for an INAD when used in research and development, in some circumstances the FDA has not required INADs or NADAs for such IGA animals.
+Added: For example, in a draft guidance issued in January 2017, the FDA stated its intention to exercise enforcement discretion in a risk-based manner with regard to INAD and NADA requirements for certain IGA animals that are nonfood-producing species, taking into consideration the relative human, animal and environmental risks posed by such animals.
+Added: The FDA has also stated it may modify its approach with respect to INAD or NADA requirements for other kinds or uses of animals based on its evaluation of risks.
+Added: Failure to comply with applicable requirements may subject a company to FDA enforcement action, as noted above.
+Added: Data Privacy & Security
+Added: Numerous state, federal and foreign laws, regulations, and standards govern the collection, use, access to, confidentiality and security of health-related and other personal information, including clinical trial data, and could apply now or in the future to our operations or the operations of our partners.
+Added: Privacy and security laws, regulations, and other obligations are constantly evolving, may conflict with each other to complicate compliance efforts, and can result in investigations, proceedings, or actions that lead to significant civil and/or criminal penalties and restrictions on data processing.
+Added: For a discussion of the risks associated with government regulations applicable to us and our partners, see “Item 1A.
+Added: Risk Factors” elsewhere in this Annual Report.
+Added: Employees and Human Capital Resources
+Added: We recognize and take care of our employees by offering a wide range of competitive pay, recognition, and benefit programs.
+Added: We are proud to provide our employees the opportunity to grow and advance as we invest in their career development.
+Added: As of December 31, 2022, we have 95 employees, including 74 employees engaged in research and development and 26 with Ph.D degrees.
+Added: We have established employee resource group committees to further employee and community engagement around meaningful initiatives which include women in science, environmental and diversity, equity and inclusion.
+Added: We rely on skilled, experienced, and innovative employees to conduct the operations of our company.
+Added: Our key human capital objectives include identifying, recruiting, retaining, incentivizing and integrating our existing and new employees.
+Added: We frequently benchmark our compensation practices and benefits programs against those of comparable industries and in the geographic areas where our facilities are located.
+Added: We believe that our compensation and employee benefits are competitive and allow us to attract and retain skilled labor throughout our organization.
+Added: Our notable health, welfare and retirement benefits include:
+Added: • equity awards;
+Added: • subsidized health insurance;
+Added: • 401(k) Plan with matching contributions;
+Added: • tuition assistance program;
+Added: • paid time off.
+Added: We strive to maintain an inclusive environment free from discrimination of any kind, including sexual or other discriminatory harassment.
+Added: Our employees have multiple avenues available through which inappropriate behavior can be reported, including a confidential hotline.
+Added: Any report of inappropriate behavior is promptly investigated with appropriate action taken to stop such behavior.
+Added: Corporate History and Background
+Added: We were initially incorporated as Avista Public Acquisition Corp.
+Added: II (“APAC”), an exempted company in the Cayman Islands, on February 5, 2021.
+Added: On October 31, 2022, APAC deregistered in the Cayman Islands and was domesticated as a corporation under the State of Delaware, and in connection with which APAC changed its name to “OmniAb, Inc.”.
+Added: On November 1, 2022 (the “Closing Date”), in accordance with the terms of the Separation and Distribution Agreement, dated as of March 23, 2022 (the “Separation Agreement”), among APAC, Ligand Pharmaceuticals Incorporated (“Ligand”), OmniAb Operations, Inc.
+Added: (formerly known as OmniAb, Inc.) (“Legacy OmniAb”), Ligand transferred the Legacy OmniAb business, including certain related subsidiaries of Ligand, to Legacy OmniAb and made a contribution to the capital of Legacy OmniAb (the “Separation”).
+Added: Following the Separation, as contemplated by the Separation Agreement, Ligand distributed on a pro rata basis to its stockholders all of the common stock of Legacy OmniAb (the “Legacy OmniAb Common Stock”) held by Ligand, such that each holder of the common stock of Ligand (“Ligand Common Stock”) was entitled to receive one share of Legacy OmniAb Common Stock for each share of Ligand Common Stock held by such holder as of the record date for the distribution (the “Distribution”).
+Added: Immediately thereafter, we consummated the merger (the “Merger”) pursuant to that certain Merger Agreement, dated as of March 23, 2022 (the “Merger Agreement”), by and among us (formerly known as APAC), Ligand Pharmaceuticals Incorporated (“Ligand”), OmniAb Operations, Inc.
+Added: (formerly known as OmniAb, Inc.) (“Legacy OmniAb”), and Orwell Merger Sub Inc.
+Added: (“Merger Sub”), pursuant to which Merger Sub merged with and into Legacy OmniAb, with Legacy OmniAb becoming our wholly owned subsidiary (the “Business Combination” and collectively with the other transactions described in the Merger Agreement, the “Transactions”) The closing of the Transactions on the Closing Date is referred to herein as the “Closing”.
+Added: Unless the context otherwise requires, “we,” “us,” “our,” “OmniAb” and the “Company” refer to OmniAb, Inc., a Delaware corporation (formerly known as APAC), and its subsidiaries following the Closing.
+Added: Unless the context otherwise requires, references to “APAC” refer to Avista Public Acquisition Corp.
+Added: II prior to the Closing.
+Added: All references herein to the “Sponsor” refer to Avista Acquisition LP II, the sponsor of APAC, and to the “Board” refer to the board of directors of OmniAb.
+Added: Available Information
+Added: Financial and other information about us is available on our website at www.omniab.com.
+Added: We make available on our website, without charge, copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
+Added: You may obtain copies of these documents by visiting the SEC’s website at www.sec.gov.
+Added: In addition, we may use Twitter (@OmniAbTech) and our investor relations website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD.
+Added: Investors should monitor our Twitter account and our website, in addition to following our press releases, SEC filings, public conference calls and webcasts.
+Added: These website addresses and the information accessible through our Twitter
+Added: account are not intended to function as hyperlinks, and the information contained in our website and in the SEC’s website is not intended to be a part of this filing.
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.