Avista Public Acquisition Corp. II

The sponsor has underwritten the redemption risk in cash: under the Redemption Backstop it agrees to buy up to 10,000,000 New OmniAb shares at $10.00, up to $100,000,000, plus up to 1,666,667 warrants, in whatever amount is needed if redemptions would leave the combined company less than $100,000,000 from trust. That is why the public can fall from about 18.0% to 0% while the Sponsor and related parties rise from 5.7% to 15.0% and OmniAb's stockholders from 76.3% to 85.0%. Redemptions are priced at approximately $10.27, and up to 97,731,592 shares may be issued as stock consideration.

This is a spin-off executed through a SPAC, not an ordinary business combination. Ligand separates OmniAb by registering it on a Form 10 and distributing OmniAb shares pro rata to Ligand stockholders, and on distribution those shares convert immediately into APAC common stock in the merger. The target's holders are therefore Ligand's stockholders, who do not vote at APAC's extraordinary general meeting; APAC's own shareholders vote on issuing the stock. Anything that reads an S-4 as a SPAC buying a private company will mis-model both the counterparty and the consideration here.

This is a spin-off and merge rather than an ordinary purchase of a private target. OmniAb will file a registration statement on Form 10 for its own common stock, which Ligand distributes pro rata to all of its stockholders in a spin-off, and upon distribution that OmniAb stock is immediately converted into APAC common stock in the merger, following APAC's domestication as a Delaware corporation. The securities being registered are therefore issued by the continuing Delaware entity, and the holders receiving them are Ligand's own stockholders.

The filing names the structure explicitly: it is a Reverse Morris Trust transaction. APAC first deregisters in the Cayman Islands and domesticates as a Delaware corporation at least one business day before the merger, and is renamed OmniAb, Inc. OmniAb separately registers its own common stock on Form 10, Ligand distributes that stock pro rata to all of its stockholders in a spin-off, and upon distribution it converts immediately into APAC common stock in the merger. The holders receiving the registered shares are therefore Ligand's stockholders rather than a private target's owners.

The document identifies the structure by name: this is a Reverse Morris Trust, in which a parent separates a business and combines it with the acquirer so that the parent's own shareholders end up holding the combined company. That places the economics with Ligand's holders rather than with a private target's owners, and it is why the filing is an information statement as well as a proxy. The meeting time, date and webcast address are all bracketed blanks, so no meeting date is recorded.

The filing names its own structure: a Reverse Morris Trust, in which a parent separates a business and combines it with an acquirer. That is why the document is a proxy statement/prospectus and an information statement at once: Ligand's shareholders are informed while APAC's are asked to vote, and the seller is a listed pharmaceutical parent, not a private target's owners. Treating it as an ordinary SPAC merger misplaces both the counterparty and the audience. The meeting's date and time are blank; the stated location is the offices of Weil, Gotshal and Manges LLP in New York.

What changed: OmniAb (OABI), the post-merger operating company from Avista Public Acquisition Corp. II, reported Q2 2026 revenue of $13.4M (up from $3.9M YoY) and raised full-year 2026 revenue guidance to $32-36M from $28-33M. Cash and short-term investments stood at $52.0M as of June 30, 2026. Why it matters: This is a routine quarterly earnings release for the post-deal entity with no SPAC-specific mechanics (redemptions, extensions, trust value, or sponsor activity) involved. The SPAC is closed and this filing is purely operational.

What changed: OmniAb (formerly AHPA) filed its Q2 2026 10-Q showing revenue of $13.4M (up 244% YoY) and net loss of $5.9M (improved from $15.9M), with $52.0M in cash and short-term investments. The company has 145.4M shares outstanding, 19.0M SPAC-era warrants (public + private + forward + backstop) at $11.50 expiring Nov 1, 2027, and 16.3M earnout shares vesting at $12.50/$15.00 VWAP triggers that remain unvested. Why it matters: The SPAC deal closed in Nov 2022 and this is a routine post-combination quarterly report; no redemption, extension, or trust-related events are present. Earnout shares and warrants remain outstanding but are far out-of-the-money given the stock's recent trading levels (PIPE priced at $1.40 in Aug 2025), making vesting unlikely before the Nov 2027 expiration.