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Item 5. Market for Registrant’s Common Equity

2023-03-30 compared with 2022-03-28 · 26 added, 47 removed, 3 unchanged (96% of the section changed)

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

(a) Market Information

Our Units began trading on Nasdaq on August 10, 2021.

Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.

On September 27, 2021, we announced that holders of our Units could elect to separately trade the Class A ordinary shares and redeemable warrants included in the Units on September 30, 2021.

Any Units not separated continue to trade on Nasdaq under the symbol "AHPAU."

Any underlying Class A ordinary shares and warrants that were separated trade on Nasdaq under the symbols "AHPA"

and "AHPAW,"

respectively.

Each warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in our final prospectus dated August 9, 2021, which was filed with the SEC on August 11, 2021.

Only whole warrants may be exercised for Class A ordinary shares and will become exercisable on the later of 30 days after the completion of our initial Business Combination or 12 months after the IPO Closing Date.

Our warrants expire five years after the completion of our initial Business Combination or earlier upon redemption or liquidation as described in "Item 1.

Business."

At March 25, 2022, there was one holder of record of our Units, one holder of record of our separately traded Class A ordinary shares, two holders of record of our warrants and four holders of record of our Class B ordinary shares.

We have not paid any cash dividends on our Class A ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial Business Combination.

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial Business Combination.

The payment of any cash dividends subsequent to our initial Business Combination will be within the discretion of our board of directors.

In addition, our board of directors is not currently contemplating and does not anticipate declaring stock dividends in the foreseeable future.

Further, if we incur any indebtedness in connection with our initial Business Combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

d) Securities Authorized for Issuance Under Equity Compensation Plans

e) Performance Graph

The performance graph has been omitted as permitted under rules applicable to smaller reporting companies.

f) Recent Sales of Unregistered Securities;

Use of Proceeds from Registered Offerings

Unregistered Sales

On February 12, 2021 our Sponsor purchased 5,750,000 Class B ordinary shares for $25,000, or approximately $0.004 per share.

In July 2021, our Sponsor transferred 35,000 Founder Shares to each of William E.

Klitgaard, Lâle White, and Wendel Barr, each of whom serve on our board of directors, at their original purchase price.

Our Public Offering was consummated on August 12, 2021.

Simultaneously with the consummation of our Public Offering, our sponsor purchased from the Company an aggregate of 8,233,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant (or an aggregate purchase price of $12,350,000.

Each Private Placement Warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share.

The Private Placement Warrants have terms and provisions that are identical to those of the Warrants sold as part of the Units in the Public Offering, except that the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of our initial Business Combination (except pursuant to limited exceptions to our officers and directors and other persons or entities affiliated with the initial purchasers of the private placement warrants, as described in the registration statement related to the Public Offering in the section titled “Principal Shareholders—Transfers of Founder Shares and Private Placement Warrants”).

The private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering.

The sales of the above securities by the Company were exempt from registration in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering.

Market Information

Our common stock is listed on the Nasdaq Global Market under the symbol “OABI”.

Our Warrants are listed on the Nasdaq Capital Market under the symbol “OABIW”.

Holders of Record

As of close of business on March 15, 2023, there were 925 holders of record of our common stock and three holders of record of our Warrants.

The actual number of stockholders is greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees.

This number of holders of record also does not include stockholders whose shares may be held in trust by other entities.

Dividend Policy

We have never declared or paid any cash dividends on our capital stock.

We intend to retain future earnings, if any, for the development, operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.

Any future determination related to dividend policy will be made at the discretion of our Board after considering our financial condition, results of operations, capital requirements, business prospects and other factors the Board deems relevant, and subject to the restrictions contained in any future financing instruments.

Securities Authorized for Issuance under Equity Compensation Plans

See Item 12 of Part III of this Annual Report for information about our equity compensation plans which is incorporated by reference herein.

Performance Graph

Not applicable.

Unregistered Sales of Equity Securities

Other than as previously disclosed in our Current Reports on Form 8-K or Quarterly Reports on Form 10-Q filed with the SEC, we did not issue any unregistered equity securities during the 12 months ended December 31, 2022.

Use of Proceeds

On August 12, 2021, we consummated our Public Offering of 23,000,000 Units at a price of $10.00 per Unit.

Our Public Offering did not terminate before all of the securities registered in our registration statement were sold.

Credit Suisse Securities (USA) LLC acted as underwriter for the offering.

The securities sold in the offering were registered under the Securities Act on a registration statement on Form S-1 (File No.

On August 12, 2021, APAC consummated its IPO of 23,000,000 units, including 3,000,000 over-allotment units.

The units sold were sold at an offering price of $10.00 per unit, generating total gross proceeds of $230 million.

The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No.

333- 257177).

The SEC declared the registration statement effective on August 9, 2021.

Through December 31, 2021, we incurred $13,662,256 for costs and expenses related to the Public Offering.

Additionally, at the closing of the Public Offering, we paid a total of $4,600,000 in underwriting discounts and commissions.

In addition, the underwriters agreed to defer the payment of $8,050,000 in underwriting discounts and commissions, which amount will be payable upon consummation of our initial Business Combination, if consummated.

Prior to the closing of the Public Offering, our Sponsor agreed to loan us up to $300,000 to be used for a portion of the expenses of the Public Offering.

These loans were repaid upon completion of the Public Offering out of the $600,000 of Public Offering proceeds that were allocated for the payment of offering expenses other than underwriting discounts and commissions.

Other than such loans, no payments were made by us to directors, officers or persons owning ten percent or more of our ordinary shares or to their associates, or to our affiliates.

There has been no material change in the planned use of proceeds from the Public Offering as described in our final prospectus, dated August 9, 2021, filed with the SEC on August 11, 2021.

After deducting the underwriting discounts and commissions (excluding the deferred portion of $8,050,000 in underwriting commissions, which amount will be payable upon consummation of the initial Business Combination, if consummated) and the estimated offering expenses, the total net proceeds from the Public Offering and the sale of the Private Placement Warrants were $237,150,000, of which $235,750,000 (or $10.25 per share sold in the Public Offering) was placed in the trust account.

Not applicable.

We incurred a total of approximately $13.7 million in costs as a result of the Initial Public Offering (consisting of $4.6 million of cash underwriting discounts, $8.1 million in deferred underwriting fees and $1.0 million of other offering costs).

As such, the Company recorded approximately $13.0 million of offering costs as a reduction of temporary equity and $0.6 million of offering costs as a reduction of permanent equity in connection with the issuance of the Units in the Initial Public Offering and the Private Placement Warrants.

Of the gross proceeds received from the IPO, the full exercise of the over-allotment option and the sale of private placement warrants in connection with the IPO, approximately $235.8 million ($10.25 per Public Share) was placed in a trust account.

After deducting payments to existing shareholders of $224.0 million in connection with their exercise of redemption rights, the remaining balance immediately prior to the Closing of the Business Combination of approximately $13.3 million remained in the trust account.

The remaining amount in the trust account was used to fund the Business Combination and related transaction expenses.

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

What changed 10-K

Item 5. Market for Registrant’s Common Equity