OmniAb(OABI) - 2022 Q3 - Quarterly Report

IPO and Business Combination - The company completed its initial public offering (IPO) with total proceeds of $235.75 million, placing this amount in a trust account for future business combinations [135]. - The merger with Legacy OmniAb was finalized on November 1, 2022, following a series of agreements including a Separation Agreement and a Merger Agreement [141]. - Ligand Pharmaceuticals contributed $15 million in capital to Legacy OmniAb as part of the business combination [140]. - The business combination was structured as a reverse recapitalization, treating Legacy OmniAb as the acquirer [142]. - The company generated gross proceeds of $230,000,000 from its Initial Public Offering, with 23,000,000 units sold at $10.00 per unit [165]. - The company has agreed to purchase an aggregate of 10,000,000 Class A ordinary shares and 3,333,333 redeemable warrants for a total purchase price of $100,000,000 under a forward purchase agreement with the Sponsor [176]. Financial Performance - The company has not generated any operating revenues to date, with activities focused on organizational tasks and searching for a prospective business combination [154]. - For the three months ended September 30, 2022, the company reported a net loss of $2,466,430, primarily due to formation and operating costs of $2,344,863 and a change in fair value of Forward Purchase and Backstop Securities of $1,212,110 [157]. - For the nine months ended September 30, 2022, the net loss attributable to ordinary shareholders was $8,677,586, resulting from formation and operating costs of $8,744,341 and a change in fair value of Forward Purchase and Backstop Securities of $1,147,120 [159]. - As of September 30, 2022, the company had a working capital deficit of $9,843,540 and incurred significant costs in pursuit of its acquisition plans [169]. - The company incurred administrative expenses of $30,000 for the three months ended September 30, 2022, under an agreement for administrative support services [173]. Financing and Capital Structure - The company entered into a convertible promissory note with the Sponsor, allowing it to borrow up to $750,000, of which $750,000 was borrowed as of September 30, 2022 [172]. - The sponsor purchased 8,672,934 backstop shares and 1,445,489 backstop warrants for an aggregate purchase price of $86,729,340 to support shareholder redemptions [153]. - The company has recorded a deemed dividend of $225,000 related to the modification of the forward purchase agreement on March 23, 2022 [179]. - The company had no cash flows from investing activities for the nine months ended September 30, 2022, and net cash provided by financing activities was $750,000 from the convertible promissory note [163]. Shareholder and Equity Information - The merger agreement included provisions for earnout shares based on the post-transaction volume-weighted average price (VWAP) of $12.50 and $15 per share [146]. - The Company has 23,000,000 Class A ordinary shares classified outside of permanent equity due to redemption features related to liquidation and shareholder votes [185]. - The carrying value of redeemable ordinary shares is adjusted to equal the redemption value at the end of each reporting period, affecting additional paid-in capital and accumulated deficit [186]. - Proceeds from the IPO allocated to Public Warrants amounted to $9,813,334, while proceeds from Private Placement Warrants were $12,350,000, both recorded in additional paid-in capital [187]. - Net loss per ordinary share is calculated by dividing net loss by the weighted average number of ordinary shares outstanding, excluding warrants due to their anti-dilutive effect [188]. Risk and Future Plans - The company expects to use the remaining proceeds held in the Trust Account for working capital to finance operations and pursue growth strategies after the Business Combination [168]. - As of September 30, 2022, the Company was not subject to any market or interest rate risk [191].