Filing Overview
This Form 8-K was filed by Avista Public Acquisition Corp. II, not OmniAb, Inc., and reports events occurring on August 12, 2021. The filing covers the closing of the company’s initial public offering and related private placement. The report was signed on August 18, 2021.
Transaction and Financial Position
- The company issued 23,000,000 units at $10.00 per unit, generating gross IPO proceeds of $230.0 million. The total includes 3,000,000 units issued upon the underwriter’s full exercise of its over-allotment option.
- Each unit consisted of one Class A ordinary share and one-third of a redeemable warrant. Each whole warrant is exercisable for one Class A ordinary share at $11.50 per share, subject to adjustment.
- The sponsor purchased 8,233,333 private placement warrants at $1.50 per warrant, generating gross proceeds of $12.35 million.
- $235.75 million was placed in a trust account: $225.4 million from the IPO, including $8.05 million of deferred underwriting discount, and $10.35 million from the private placement warrants.
- The filing does not provide revenue, operating profit, net income, cash flow, margins, debt, or other operating-performance metrics.
Material Changes and Unusual Items
- The IPO and private placement were completed on August 12, 2021.
- The underwriter exercised its over-allotment option in full, increasing the offering to 23.0 million units.
- Private placement warrants have transfer restrictions while held by the sponsor or permitted transferees and carry registration rights.
- An audited balance sheet as of August 12, 2021 was filed as Exhibit 99.1.
Outlook, Risks, and Contingencies
The filing does not provide business-combination guidance, operating forecasts, management outlook, or a discussion of specific risks beyond the terms and restrictions associated with the warrants and trust account. As a special purpose acquisition company, the disclosed funds are intended to support the company’s post-IPO activities, but the filing text does not identify a target or transaction timeline.
Investor Verification Items
- Verify that this filing belongs to Avista Public Acquisition Corp. II rather than OmniAb, Inc.; the supplied company metadata is inconsistent with the filing.
- Review Exhibit 99.1 for the audited balance sheet and the precise cash, liabilities, and equity balances as of August 12, 2021.
- Confirm the trust-account terms, including restrictions on use and the treatment of deferred underwriting discounts.
- Review the warrant terms, including the $11.50 exercise price, adjustment provisions, transfer restrictions, and registration rights.
- Determine whether subsequent filings disclosed a business combination, redemption provisions, liquidation deadline, or changes to the trust account.