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OmniAb(OABI) - 2022 Q1 - Quarterly Report
2022-05-20 20:50
Financial Performance - For the three months ended March 31, 2022, the company reported a net loss of $4,361,240, primarily due to formation and operating costs of $3,821,215 and a change in fair value of Forward Purchase and Backstop Securities of $591,310 [130]. - The company had net cash used in operating activities of $255,342 for the three months ended March 31, 2022, due to the net loss and unrealized gain on investments held in the Trust Account [131]. - As of March 31, 2022, the company had $434,629 in cash outside of the Trust Account and a working capital deficit of $4,364,603, raising doubts about its ability to continue as a going concern [136]. - The company incurred $30,000 in expenses under an administrative support agreement during the three months ended March 31, 2022 [140]. Business Combination - The company plans to effectuate its initial business combination using cash from the proceeds of its Initial Public Offering and private placement of Private Placement Warrants [111]. - The proposed business combination with OmniAb values the pre-money equity of OmniAb at $850 million [118]. - Ligand Pharmaceuticals will contribute $15 million in capital to OmniAb as part of the business combination [116]. - Upon consummation of the proposed business combination, the company will have one class of common stock listed on Nasdaq under the ticker symbol "OABI" [117]. - The company has agreed to issue and sell 1,500,000 shares of APAC Common Stock and warrants for an aggregate purchase price of $15 million to its sponsor in connection with the business combination [126]. - The company will distribute 100% of the shares of OmniAb Common Stock to Ligand stockholders prior to the merger [114]. - The company has agreed to issue 1.5 million shares and warrants for an aggregate purchase price of $15 million in connection with the proposed OmniAb Business Combination [144]. Initial Public Offering - The company completed its Initial Public Offering (IPO) on August 12, 2021, raising gross proceeds of $230 million from the sale of 23 million units at $10.00 per unit [133]. - The underwriters received a cash underwriting discount of $4.6 million upon the closing of the IPO, with an additional deferred fee of $8.05 million payable upon completion of a Business Combination [141]. - All 23 million Class A ordinary shares sold in the IPO contain a redemption feature, classified outside of permanent equity due to SEC guidance [147]. Financial Instruments - A forward purchase agreement was established for the purchase of 10 million Class A ordinary shares and 3.33 million redeemable warrants for a total of $100 million [142]. - The fair value of the Public and Private Placement Warrants was recorded as $9.81 million and $12.35 million, respectively, in additional paid-in capital [150]. Operational Status - The company has not engaged in any operations or generated operating revenues to date, focusing solely on organizational activities and the search for a prospective initial business combination [129]. - The company has not been subject to any market or interest rate risk as of March 31, 2022 [153]. - The company entered into a promissory note with its Sponsor for up to $750,000, with an outstanding balance of $500,000 as of March 31, 2022 [139].
OmniAb(OABI) - 2021 Q4 - Annual Report
2022-03-25 22:16
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR AVISTA PUBLIC ACQUISITION CORP. II 65 East 55th Street, 18th Floor New York, NY 10022 (Address of principal executive offices) (Zip Code) (212) 593-6900 (Registrant's telephone number including area code) (Exact name of registrant as specified in its Charter) Cayman ...
OmniAb(OABI) - 2021 Q3 - Quarterly Report
2021-11-10 21:55
PART I – FINANCIAL INFORMATION [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20FINANCIAL%20STATEMENTS) The unaudited condensed financial statements for September 30, 2021, reflect the company's blank check status, with assets primarily from its IPO trust and a net loss since inception due to formation costs [Condensed Balance Sheet](index=3&type=section&id=Condensed%20Balance%20Sheet) Condensed Balance Sheet (USD) | Category | Amount (USD) | | :--- | :--- | | **Total Assets** | **$236,992,315** | | Cash held in trust account | $235,750,000 | | Total current assets | $1,242,315 | | **Total Liabilities** | **$8,145,969** | | Deferred underwriting fee payable | $8,050,000 | | **Shareholders' Deficit** | **($6,903,654)** | | Class A ordinary shares subject to possible redemption | $235,750,000 | [Condensed Statements of Operations](index=4&type=section&id=Condensed%20Statements%20of%20Operations) Condensed Statements of Operations (USD) | Period | Net Loss (USD) | Basic and Diluted Net Loss per Share (USD) | | :--- | :--- | :--- | | Three Months Ended Sep 30, 2021 | ($170,579) | ($0.01) | | Inception (Feb 5, 2021) to Sep 30, 2021 | ($180,550) | ($0.02) | [Condensed Statement of Changes in Shareholders' Deficit](index=5&type=section&id=Condensed%20Statement%20of%20Changes%20in%20Shareholders'%20Deficit) - The shareholders' deficit grew to **$6.9 million** as of September 30, 2021, primarily driven by the accretion of Class A ordinary shares to their redemption value, which totaled **$28.3 million**, and the net loss for the period, partially offset by proceeds from the IPO and private placement warrants[11](index=11&type=chunk) [Condensed Statement of Cash Flows](index=6&type=section&id=Condensed%20Statement%20of%20Cash%20Flows) - For the period from inception to September 30, 2021, net cash provided by financing activities was **$237.1 million**, primarily from IPO proceeds (**$225.4 million**) and the sale of Private Placement Warrants (**$12.35 million**)[13](index=13&type=chunk) - Net cash used in investing activities was **$235.75 million**, representing the investment of cash into the Trust Account[13](index=13&type=chunk) - Net cash used in operating activities was **$966,382**[13](index=13&type=chunk) [Notes to Unaudited Condensed Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) The notes detail the company's formation as a blank check entity, its IPO and private placement, the going concern uncertainty, and the reclassification of Class A ordinary shares as temporary equity - The company is a blank check company formed on February 5, 2021, for the purpose of a Business Combination, and has not commenced any operations or generated operating revenues until a Business Combination is completed[16](index=16&type=chunk)[17](index=17&type=chunk) - On August 12, 2021, the company consummated its IPO of 23,000,000 units at $10.00 per unit, generating gross proceeds of **$230 million**, and simultaneously sold 8,233,333 Private Placement Warrants to the Sponsor for **$12.35 million**[18](index=18&type=chunk)[19](index=19&type=chunk) - A total of **$235.75 million** ($10.25 per Public Share) was placed in a trust account, and the company has 18 months from the IPO closing to complete a Business Combination[21](index=21&type=chunk)[28](index=28&type=chunk) - Management has concluded that conditions raise substantial doubt about the Company's ability to continue as a going concern for the next year, as cash held outside the Trust Account (**$362,203**) is not sufficient to fund operations[34](index=34&type=chunk) - The company revised its financial statements to reclassify all Class A ordinary shares as temporary equity in accordance with ASC 480-10-S99, as redemption is not solely within the company's control[38](index=38&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management's discussion highlights the blank check company's lack of operations, net losses from formation costs, insufficient operating funds raising going concern doubt, and significant contingent contractual obligations - The company has not engaged in any operations or generated any revenue to date, with activities limited to organizational tasks and preparing for the IPO[117](index=117&type=chunk) Net Loss (USD) | Period | Net Loss (USD) | Reason | | :--- | :--- | :--- | | Three Months Ended Sep 30, 2021 | ($170,579) | Formation and operating costs | | Inception (Feb 5, 2021) to Sep 30, 2021 | ($180,550) | Formation and operating costs | - As of September 30, 2021, the company had **$362,203** in its operating bank account, an amount management anticipates is not sufficient to allow operations for at least the next 12 months, raising substantial doubt about its ability to continue as a going concern[123](index=123&type=chunk)[126](index=126&type=chunk) - The company has a deferred underwriting commission of **$8.05 million** payable upon completion of a Business Combination[130](index=130&type=chunk) - It also has a forward purchase agreement with the Sponsor for **$100 million** in shares and warrants, to be issued at the closing of the initial Business Combination[131](index=131&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=24&type=section&id=Item%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) As of September 30, 2021, the company was not subject to any material market or interest rate risk - The company was not subject to any market or interest rate risk as of the reporting date, September 30, 2021[140](index=140&type=chunk) [Item 4. Controls and Procedures](index=24&type=section&id=Item%204.%20CONTROLS%20AND%20PROCEDURES) Based on an evaluation as of September 30, 2021, the company's Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective, with no material changes in internal control over financial reporting - The Chief Executive Officer and Chief Financial Officer evaluated the company's disclosure controls and procedures and concluded they were effective as of September 30, 2021[142](index=142&type=chunk) - No changes occurred in the company's internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[143](index=143&type=chunk) PART II – OTHER INFORMATION [Item 1. Legal Proceedings](index=25&type=section&id=Item%201.%20LEGAL%20PROCEEDINGS) The company reported no legal proceedings - There are no legal proceedings to report[145](index=145&type=chunk) [Item 1A. Risk Factors](index=25&type=section&id=Item%201A.%20RISK%20FACTORS) There have been no material changes to the risk factors previously disclosed in the company's final prospectus for its Initial Public Offering, filed with the SEC on August 11, 2021 - As of the date of this report, there have been no material changes to the risk factors disclosed in the company's final IPO prospectus filed on August 11, 2021[146](index=146&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=25&type=section&id=Item%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) The company reported no unregistered sales of equity securities - None reported[147](index=147&type=chunk) [Item 3. Defaults Upon Senior Securities](index=25&type=section&id=Item%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) The company reported no defaults upon senior securities - None reported[148](index=148&type=chunk) [Item 4. Mine Safety Disclosures](index=25&type=section&id=Item%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company - Not applicable[149](index=149&type=chunk) [Item 5. Other Information](index=25&type=section&id=Item%205.%20OTHER%20INFORMATION) The company reported no other information - None reported[150](index=150&type=chunk) [Item 6. Exhibits](index=26&type=section&id=Item%206.%20EXHIBITS) This section lists the exhibits filed as part of the Quarterly Report on Form 10-Q, including officer certifications and Inline XBRL documents - The exhibits filed with this report include Certifications of the Principal Executive Officer and Principal Financial Officer pursuant to the Sarbanes-Oxley Act of 2002, as well as Inline XBRL data files[153](index=153&type=chunk)
OmniAb(OABI) - 2021 Q2 - Quarterly Report
2021-09-22 22:18
Financial Performance - The company reported a net loss of $2,185 for the three months ended June 30, 2021, and a total net loss of $9,971 since inception [99]. - The company had net cash used in operating activities of $5 due to its net loss, offset by amounts due to the sponsor [100]. - The company does not expect to generate operating revenues until after the completion of its initial business combination [98]. Financial Position - As of June 30, 2021, the company had $36,145 in its operating bank account [102]. - The company has no off-balance sheet arrangements as of June 30, 2021 [110]. Fundraising and Expenses - The company raised gross proceeds of $230,000,000 from its Initial Public Offering of 23,000,000 units at $10.00 per unit [103]. - The company intends to use substantially all funds held in the trust account to complete its initial business combination [104]. - The company expects to incur approximately $325,000 for legal, accounting, and due diligence expenses related to business combinations [108]. - The underwriters received a cash underwriting discount of $4,600,000 upon the closing of the Initial Public Offering [112]. - The company issued an unsecured promissory note to the Sponsor for up to $300,000 to cover expenses related to the Initial Public Offering [111].