OmniAb(OABI) - 2021 Q3 - Quarterly Report

PART I – FINANCIAL INFORMATION Item 1. Financial Statements 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 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 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 - 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] Condensed Statement of Cash Flows - 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] - Net cash used in investing activities was $235.75 million, representing the investment of cash into the Trust Account[13] - Net cash used in operating activities was $966,382[13] Notes to Unaudited Condensed Financial Statements 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][17] - 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][19] - 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][28] - 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] - 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] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 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] 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][126] - The company has a deferred underwriting commission of $8.05 million payable upon completion of a Business Combination[130] - 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] Item 3. Quantitative and Qualitative Disclosures About Market Risk 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] Item 4. Controls and Procedures 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] - 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] PART II – OTHER INFORMATION Item 1. Legal Proceedings The company reported no legal proceedings - There are no legal proceedings to report[145] Item 1A. Risk Factors 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] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company reported no unregistered sales of equity securities - None reported[147] Item 3. Defaults Upon Senior Securities The company reported no defaults upon senior securities - None reported[148] Item 4. Mine Safety Disclosures This item is not applicable to the company - Not applicable[149] Item 5. Other Information The company reported no other information - None reported[150] Item 6. Exhibits 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]