Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 11, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-40720 | |
Entity Registrant Name | AVISTA PUBLIC ACQUISITION CORP. II | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1584818 | |
Entity Address, Address Line One | 65 East 55th Street, 18th Floor | |
Entity Address, City or Town | New York | |
Entity Address State Or Province | NY | |
Entity Address, Postal Zip Code | 10022 | |
City Area Code | 212 | |
Local Phone Number | 593-6900 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001846253 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant | |
Trading Symbol | AHPAU | |
Security Exchange Name | NASDAQ | |
Class A ordinary shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | AHPA | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 23,000,000 | |
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | |
Trading Symbol | AHPAW | |
Security Exchange Name | NASDAQ | |
Class B ordinary shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,750,000 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 159,194 | $ 189,971 |
Prepaid expenses | 532,817 | 744,542 |
Total current assets | 692,011 | 934,513 |
Investments held in Trust Account | 236,098,332 | 235,750,000 |
TOTAL ASSETS | 236,790,343 | 236,684,513 |
Current liabilities: | ||
Accounts payable | 4,539,648 | 15,440 |
Accrued expenses | 933,720 | 107,734 |
Accrued offering costs | 314,153 | 314,153 |
Convertible promissory note | 750,000 | |
Due to related party | 57,666 | 884 |
Derivative - Forward Purchase and Backstop Securities | 383,390 | |
Total current liabilities | 6,978,577 | 438,211 |
Deferred underwriting fee payable | 8,050,000 | 8,050,000 |
TOTAL LIABILITIES | 15,028,577 | 8,488,211 |
Commitments (see Note 6) | ||
Class A ordinary shares, $0.0001 par value, subject to possible redemption; 23,000,000 shares at redemption value | 236,098,332 | 235,750,000 |
Shareholders' Deficit | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | ||
Accumulated deficit | (14,337,141) | (7,554,273) |
Total Shareholders' Deficit | (14,336,566) | (7,553,698) |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | 236,790,343 | 236,684,513 |
Class B ordinary shares | ||
Shareholders' Deficit | ||
Common Stock | $ 575 | $ 575 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A common stock subject to possible redemption, outstanding (in shares) | 23,000,000 | 23,000,000 |
Class A ordinary shares | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 500,000,000 | 500,000,000 |
Common shares, shares issued | 0 | 0 |
Common shares, shares outstanding | 0 | 0 |
Class A Common Stock Subject to Redemption | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares issued | 23,000,000 | 23,000,000 |
Common shares, shares outstanding | 23,000,000 | 23,000,000 |
Class A common stock subject to possible redemption, outstanding (in shares) | 23,000,000 | 23,000,000 |
Class B ordinary shares | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 50,000,000 | 50,000,000 |
Common shares, shares issued | 5,750,000 | 5,750,000 |
Common shares, shares outstanding | 5,750,000 | 5,750,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | ||
Formation and operating costs | $ 2,578,263 | $ 2,185 | $ 9,971 | $ 6,399,478 | |
Loss from operations | (2,578,263) | (2,185) | (9,971) | (6,399,478) | |
Gain on investments held in Trust Account | 297,047 | 348,332 | |||
Change in fair value of Forward Purchase and Backstop Securities | 656,300 | 0 | 0 | 64,990 | |
Net loss | (1,624,916) | (2,185) | (9,971) | (5,986,156) | |
Deemed dividend - Forward Purchase and Backstop Securities | (225,000) | ||||
Net loss attributable to ordinary shareholders | $ (1,624,916) | $ (2,185) | $ (9,971) | $ (6,211,156) | |
Class A ordinary shares | |||||
Weighted average shares outstanding, basic | 23,000,000 | 23,000,000 | |||
Weighted average shares outstanding, diluted | 23,000,000 | 5,000,000 | 5,000,000 | 23,000,000 | |
Basic net loss per ordinary share | $ (0.06) | $ (0.21) | |||
Diluted net loss per ordinary share | $ (0.06) | $ 0 | $ 0 | $ (0.21) | |
Class B ordinary shares | |||||
Weighted average shares outstanding, basic | [1] | 5,750,000 | 5,000,000 | 5,000,000 | 5,750,000 |
Weighted average shares outstanding, diluted | [1] | 5,750,000 | 5,000,000 | 5,000,000 | 5,750,000 |
Basic net loss per ordinary share | $ (0.06) | $ 0 | $ 0 | $ (0.21) | |
Diluted net loss per ordinary share | $ (0.06) | $ 0 | $ 0 | $ (0.21) | |
[1] (1) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - Class B ordinary shares - shares | 5 Months Ended | |
Aug. 12, 2021 | Jun. 30, 2021 | |
Shares subject to forfeiture | 750,000 | |
Over-allotment option | ||
Shares subject to forfeiture | 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) | Class A ordinary shares Common Stock | Class B ordinary shares Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total | |
Balance at the beginning at Feb. 05, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Balance at the beginning (in shares) at Feb. 05, 2021 | 0 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of Class B ordinary shares to Sponsor | [1] | $ 575 | 24,425 | 0 | 25,000 | |
Issuance of Class B ordinary shares to Sponsor (in shares) | [1] | 5,750,000 | ||||
Net loss | 0 | (7,786) | (7,786) | |||
Balance at the end at Mar. 31, 2021 | $ 575 | 24,425 | (7,786) | 17,214 | ||
Balance at the end (in shares) at Mar. 31, 2021 | 5,750,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | 0 | (2,185) | (2,185) | |||
Balance at the end at Jun. 30, 2021 | $ 575 | 24,425 | (9,971) | 15,029 | ||
Balance at the end (in shares) at Jun. 30, 2021 | 5,750,000 | |||||
Balance at the beginning at Dec. 31, 2021 | (7,553,698) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Remeasurement of Class A ordinary shares subject to redemption to redemption amount | 348,332 | |||||
Deemed dividend - Forward Purchase and Backstop Securities | (225,000) | |||||
Net loss | (5,986,156) | |||||
Balance at the end at Jun. 30, 2022 | $ 575 | (14,337,141) | (14,336,566) | |||
Balance at the end (in shares) at Jun. 30, 2022 | 5,750,000 | |||||
Balance at the beginning at Jan. 01, 2022 | $ 0 | $ 575 | $ 0 | (7,554,273) | (7,553,698) | |
Balance at the beginning (in shares) at Jan. 01, 2022 | 0 | 5,750,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Reclassification of Forward Purchase Agreement | (223,380) | (223,380) | ||||
Deemed dividend - Forward Purchase and Backstop Securities | (225,000) | (225,000) | ||||
Net loss | (4,361,240) | (4,361,240) | ||||
Balance at the end at Mar. 31, 2022 | $ 575 | (12,363,893) | (12,363,318) | |||
Balance at the end (in shares) at Mar. 31, 2022 | 5,750,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (1,624,916) | (1,624,916) | ||||
Balance at the end at Jun. 30, 2022 | $ 575 | $ (14,337,141) | $ (14,336,566) | |||
Balance at the end (in shares) at Jun. 30, 2022 | 5,750,000 | |||||
[1] (1) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) (Parenthetical) - Class B ordinary shares - shares | 5 Months Ended | |
Aug. 12, 2021 | Jun. 30, 2021 | |
Shares subject to forfeiture | 750,000 | |
Over-allotment option | ||
Shares subject to forfeiture | 0 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | |
Cash Flows from Operating Activities: | |||
Net loss | $ (9,971) | $ (5,986,156) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Gain on investments held in Trust Account | $ (297,047) | (348,332) | |
Change in fair value of Forward Purchase and Backstop Securities | (656,300) | (64,990) | |
Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 9,961 | ||
Changes in operating assets and liabilities: | |||
Prepaid expenses | 211,725 | ||
Accounts payable | 4,524,208 | ||
Due to related party | 5 | 56,782 | |
Accrued expenses | 825,986 | ||
Net cash used in operating activities | (5) | (780,777) | |
Cash Flows from Financing Activities: | |||
Proceeds from promissory note - related party | 119,275 | ||
Payment of offering costs | (83,125) | ||
Proceeds from convertible promissory note | 750,000 | ||
Net cash provided by financing activities | 36,150 | 750,000 | |
Net Change in Cash | 36,145 | (30,777) | |
Cash - Beginning of period | 0 | 189,971 | |
Cash - End of period | $ 159,194 | 36,145 | 159,194 |
Supplemental disclosure of noncash investing and financing activities: | |||
Remeasurement of Class A ordinary shares subject to redemption to redemption amount | 348,332 | ||
Initial classification of the Forward Purchase and Backstop Securities | $ 448,380 | ||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 15,039 | ||
Deferred offering costs included in promissory note - related party | 55,725 | ||
Deferred offering costs included in accrued offering costs | $ 443,381 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY | 6 Months Ended |
Jun. 30, 2022 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY Avista Public Acquisition Corp. II is a blank check company incorporated in the Cayman Islands on February 5, 2021. As used herein, the references to the “Company” are to Avista Public Acquisition Corp. II and its wholly-owned and controlled subsidiary, Orwell Merger Sub Inc. (“Merger Sub”), unless the context indicates otherwise. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2022, the Company had not commenced any operations. All activity for the period from February 5, 2021 (inception) through June 30, 2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination, which is described below. The Company generates non-operating income in the form of interest and dividend income or gains on investments on the cash and investments held in the Trust Account (as defined below) from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on August 9, 2021. On August 12, 2021, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), including 3,000,000 Units that were issued pursuant to the underwriter’s exercise of its over-allotment option in full, at $10.00 per Unit, generating gross proceeds of $230,000,000 (see Note 3). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,233,333 warrants (the “Private Placement Warrants”), including 900,000 Private Placement Warrants that were issued pursuant to the underwriter’s exercise of its over-allotment option in full, at a price of $1.50 per Private Placement Warrant in a private placement to Avista Acquisition LP II (the “Sponsor”), generating gross proceeds of $12,350,000 (see Note 4). As of June 30, 2022, cash of $159,194 is held outside of the Trust Account and is available for the payment of accrued offering costs and for working capital purposes. Upon closing of the Initial Public Offering and the sale of the Private Placement Warrants, a total of $235,750,000 ($10.25 per Public Share) was placed in a trust account (the “Trust Account”) and invested in only in U.S. government treasury obligations with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the consummation of the initial Business Combination within 18 months from the closing of the Initial Public Offering, (ii) the redemption of the Company’s Public Shares if the Company has not consummated an Business Combination within 18 months from the closing of the Company’s Initial Public Offering, subject to applicable law, and (iii) the redemption of the Company’s Public Shares properly submitted in connection with a shareholder vote to approve an amendment to the Amended and Restated Memorandum and Articles of Association (A) that would modify the substance or timing of the obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete the initial Business Combination within 18 months from the closing the Company’s Initial Public Offering or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares. The Company will provide its holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.25 per Public Share, plus any pro rata interest and dividends or gains on investments earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption was recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”). The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all. Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed to waive (i) redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (ii) redemption rights with respect to any Founder Shares and Public Shares held by it in connection with a shareholder vote to amend the Amended and Restated Memorandum and Articles of Association to modify the substance or timing of the Company’s obligation to allow redemption in connection with an initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete an initial Business Combination within 18 months from the closing of the Initial Public Offering or with respect to any other material provision relating to shareholders’ rights or pre-initial Business Combination activity and (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held if the Company fails to complete an initial Business Combination within 18 months from the closing of the Initial Public Offering. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within 18 months from the closing of the Initial Public Offering. The Company has until 18 months from the closing of the Initial Public Offering to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). Proposed Business Combination On March 23, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Ligand”), OmniAb, Inc., a Delaware corporation and wholly-owned subsidiary of Ligand (“OmniAb”), and Orwell Merger Sub Inc. (“Merger Sub”), pursuant to which the Company will combine with OmniAb, Ligand’s antibody discovery business (the “OmniAb Business”), in a Reverse Morris Trust transaction. Also on March 23, 2022, and in connection with the execution of the Merger Agreement, (a) the Company, Ligand, OmniAb and Merger Sub entered into that certain Employee Matters Agreement (the “Employee Matters Agreement”), (b) OmniAb and the Sponsor entered into that certain Sponsor Insider Letter Agreement (the “Sponsor Insider Agreement”) with the Company and certain insiders of the Company (the “Insiders”) and (c) the Company amended and restated that certain previously disclosed Forward Purchase Agreement, dated August 9, 2021, by entering into the Amended and Restated Forward Purchase Agreement (the “A&R FPA”), by and among the Company, the Sponsor and OmniAb pursuant to which they will consummate the proposed OmniAb Business Combination. Immediately prior to the Merger (as defined below) and pursuant to a Separation and Distribution Agreement, dated as of March 23, 2022, among the Company, Ligand and OmniAb (the “Separation Agreement”), Ligand will, among other things and subject to the terms and conditions of the Separation Agreement, transfer the OmniAb Business, including certain related subsidiaries of Ligand, to OmniAb and, in connection therewith, will distribute (the “Distribution”) to Ligand stockholders 100% of the common stock of OmniAb, par value $0.001 (the “OmniAb Common Stock”). Immediately following the Distribution, in accordance with and subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into OmniAb (the “Merger”), with OmniAb continuing as the surviving company in the Merger and as a wholly-owned subsidiary of the Company. The Merger Agreement, along with the Separation Agreement and the other transaction documents to be entered into in connection therewith, provides for, among other things, the consummation of the following transactions (collectively, the “OmniAb Business Combination”): (i) the Company will redomicile by way of continuation from the Cayman Islands to Delaware and domesticate as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law and with Section 206 of the Cayman Islands Companies Act (As Revised) at least one business day prior to the closing of the proposed OmniAb Business Combination (the “Domestication”), (ii) Ligand will transfer the OmniAb Business (the “Separation”) to its wholly-owned subsidiary, OmniAb, and contribute $15 million in capital thereto (less certain transaction-related and other expenses), and (iii) following the Separation, Ligand will distribute 100% of the shares of OmniAb Common Stock, to Ligand stockholders by way of the Distribution. Following the completion of the foregoing transactions and subject to the satisfaction or waiver of certain other conditions set forth in the Merger Agreement, the parties shall consummate the Merger. The Distribution and Merger are intended to qualify as “tax-free” transactions. On April 28, 2022, the Company filed a registration statement on Form S-4 (File No. 333-264525) (as amended, the “Form S-4”) with the SEC, which includes the proxy statement/prospectus/information statement to be distributed to holders of the Company’s ordinary shares in connection with the Company’s solicitation for proxies for the vote by the Company’s shareholders in connection with the proposed OmniAb Business Combination and other matters as described in the Form S-4. After the Form S-4 has been declared effective by the SEC, the definitive proxy statement/prospectus/information statement will be mailed to the Company’s shareholders as of a record date to be disclosed for voting on the proposed OmniAb Business Combination. The proposed OmniAb Business Combination is expected to close in the fourth quarter of 2022, subject to approval by our shareholders and other customary closing conditions. Upon consummation of the proposed OmniAb Business Combination, and after the Domestication, the Company will have one class of common stock, par value $0.0001 per share, which will be listed on Nasdaq under the ticker symbol “OABI”. The Company’s then-outstanding warrants will be listed on Nasdaq under the ticker symbol “OABIW”. Agreement and Plan of Merger At the closing of the OmniAb Business Combination, each share of OmniAb’s common stock outstanding prior to the effective time of the OmniAb Business Combination will be converted into a number of shares of common stock in the newly formed company (“APAC Common Stock”) based on an exchange ratio determined by reference to a pre-money equity value for OmniAb of $850 million. Holders of OmniAb options, restricted stock units and performance stock units (determined after the Distribution (as defined below) and the division of Ligand equity awards into both Ligand equity awards and OmniAb equity awards pursuant to the Employee Matters Agreement) will have their awards rolled over into equity awards of the Company and adjusted pursuant to the exchange ratio. In addition, at the closing of the OmniAb Business Combination, holders of OmniAb Common Stock and equity awards will also receive the OmniAb Earnout Shares, with 50% of such earnout shares vesting upon the combined company’s achievement of a post-transaction volume-weighted average price (“VWAP”) of $12.50 per share of APAC Common Stock for any 20 trading days over a consecutive 30 trading-day period, and the remainder vesting upon achievement of a post-transaction VWAP of $15 per share of APAC Common Stock for any 20 trading days over a consecutive 30 In connection with the proposed OmniAb Business Combination, upon the re-domestication of the Company to Delaware (i) all issued and outstanding Class A ordinary shares and Class B ordinary shares will convert automatically, on a one-for-one basis, into shares of APAC Common Stock, (ii) all issued and outstanding warrants will convert automatically into warrants to acquire shares of APAC Common Stock and (iii) all issued and outstanding Units will separate and convert automatically into one share of APAC Common Stock and one Separation and Distribution Agreement On March 23, 2022, in connection with the execution of the Merger Agreement, the Company entered into a separation agreement with OmniAb and Ligand (the “Separation Agreement”), pursuant to which, among other things, (i) Ligand will undertake a series of internal reorganization and restructuring transactions to effect the transfer of its (direct or indirect) ownership of the OmniAb Business to OmniAb in the separation and (ii) immediately prior to the OmniAb Business Combination and after the separation, Ligand will distribute 100% of the outstanding shares of OmniAb common stock to Ligand’s stockholders in a distribution (the “Distribution”). The Separation Agreement also sets forth other agreements among Ligand and OmniAb related to a separation, including provisions concerning the termination and settlement of intercompany accounts and the obtaining of necessary governmental approvals and third-party consents. The Separation Agreement also sets forth agreements that will govern certain aspects of the relationship between Ligand and OmniAb after the Distribution, including provisions with respect to release of claims, indemnification, access to financial and other information and access to and provision of records. Employee Matters Agreement On March 23, 2022, in connection with the execution of the Merger Agreement, the Company, Ligand, OmniAb and Merger Sub entered into the Employee Matters Agreement, which will provide for employee-related matters in connection with the transaction, including allocation of benefit plan assets and liabilities between Ligand and OmniAb, treatment of incentive equity awards in the Distribution and the proposed OmniAb Business Combination and related covenants and commitments of the parties. Each existing Ligand equity award will generally be split into (i) a new Ligand equity award and (ii) a new OmniAb equity award, with any accrued value in the original Ligand equity award split between such awards based on the relative post-Closing values of Ligand and OmniAb. Sponsor Insider Agreement On March 23, 2022, in connection with the execution of the Merger Agreement, OmniAb and the Sponsor entered into the Sponsor Insider Agreement with the Company and the Insiders, pursuant to which, among other things, the Insiders agreed to vote any of our securities held by them to approve the proposed OmniAb Business Combination and the other Company shareholder matters required pursuant to the Merger Agreement, and not to seek redemption of any of their Company securities in connection with the consummation of the proposed OmniAb Business Combination. Pursuant to the Sponsor Insider Agreement, the Sponsor also agreed to subject up to 1,916,667 Earnout Founder Shares (as defined in the Sponsor Insider Agreement), to the same price-based vesting conditions as the OmniAb Earnout Shares. Amended and Restated Forward Purchase Agreement On March 23, 2022, in connection with the execution of the Merger Agreement, the Company entered into Amended and Restated Forward Purchase Agreement (the “A&R FPA”) with the Sponsor and OmniAb. Pursuant to the A&R FPA, the Company has agreed that, in connection with the consummation of the proposed OmniAb Business Combination, they will issue and sell to the Sponsor 1,500,000 shares of APAC Common Stock (the “Forward Purchase Shares”) and warrants to acquire 1,666,667 shares of APAC Common Stock (the “Forward Purchase Warrants”) for an aggregate purchase price of $15.0 million with such purchases to be consummated immediately following the re-domestication to Delaware and prior to the proposed OmniAb Business Combination. In addition, the Sponsor has agreed to purchase up to an additional 10,000,000 shares of APAC Common Stock (the “Backstop Shares”) and up to an additional 1,666,667 warrants, (The “Backstop Warrants” and, together with the Forward Purchase Shares, Forward Purchase Warrants and Backstop Shares, the “Forward Purchase and Backstop Securities”) for an aggregate additional purchase price of up to $100.0 million, in order to backstop shareholder redemptions to the extent such redemptions would result in the cash proceeds to be received by OmniAb stockholders from the Trust Account to be less than $100.0 million. The A&R FPA also provides that in the event the Merger Agreement is terminated by Ligand under circumstances in which the Termination Fee (as defined in the Merger Agreement) would be payable under the Merger Agreement, Ligand shall pay the Sponsor a termination fee of $12.5 million in connection therewith. The consummation of the proposed OmniAb Business Combination is subject to certain conditions as further described in the Merger Agreement. Indemnity In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company (other than the Company’s independent registered public accounting firm), or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.25 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.25 per Public Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity As of June 30, 2022, the Company had $159,194 in cash held outside of the Trust Account and a working capital deficit of $6,286,566. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within the earlier of the Combination Period, which will end on February 12, 2023, or one year after the date that the condensed consolidated financial statements are issued. Moreover, the Company may need to obtain additional financing either to complete a Business Combination or if the Company becomes obligated to redeem a significant number of public shares upon completion of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Of the total proceeds from the Initial Public Offering and sale of the Private Placement Warrants, an amount of approximately $2 million was deposited in an operating account for the Company’s working capital needs. In addition, the Company entered into a convertible promissory note pursuant to the Working Capital Loans terms as outlined in Note 5 with the Sponsor (the “Sponsor Working Capital Loan”) to which the Company can borrow up to an aggregate of $750,000. As of June 30, 2022, the Company has borrowed $750,000 under the Sponsor Working Capital Loan. The amounts held in the operating account are not expected to provide the Company with sufficient funds to meet its operational and liquidity obligations over the remainder of the Combination Period. Going Concern Consideration As of June 30, 2022, the Company had $159,194 in cash held outside of the Trust Account and a working capital deficit of $6,286,566. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the condensed consolidated financial statements are issued. Management plans to address this uncertainty through the Business Combination as discussed above. There is no assurance that the Company’s plans to consummate the Business Combination will be successful or successful within the Combination Period, which will end on February 12, 2023. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry, the geopolitical conditions resulting from the recent invasion of Ukraine by Russia and subsequent sanctions against Russia, Belarus and related individuals and entities and the status of debt and equity markets and has concluded that while it is reasonably possible that any of the foregoing could have a negative effect on the Company’s financial position, results of its operations, and/or search for a prospective partner company, the specific impact is not readily determinable as of the date of these condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed consolidated financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s Form 10-K as filed with the SEC on March 28, 2022. The interim results for the three months and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. The valuation of the Forward Purchase and Backstop Securities required management to exercise significant judgement in its estimate. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 or December 31, 2021. As of June 30, 2022 and December 31, 2021, the Company had operating cash (i.e. cash held outside the Trust Account) of $159,194 and $189,971 , respectively . Investments Held in Trust Account At June 30, 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury bills. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in gain on investments held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of the investments held in the Trust Account are determined using available market information. At December 31, 2021, the assets held in the Trust Account were held in cash. Class A Ordinary Shares Subject to Possible Redemption All of the 23,000,000 shares of Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. As of June 30, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (9,813,334) Issuance costs allocated to Class A ordinary shares (13,029,901) Plus: Accretion of carrying value to redemption value 28,593,235 Class A ordinary shares subject to possible redemption, December 31, 2021 $ 235,750,000 Plus: Remeasurement of Class A ordinary shares to redemption amount $ 348,332 Class A ordinary shares subject to possible redemption, June 30, 2022 $ 236,098,332 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $13,662,256 as a result of the Initial Public Offering (consisting of $4,600,000 of cash underwriting discounts, $8,050,000 in deferred underwriting fees and $1,012,256 of other offering costs). As such, the Company recorded $13,029,901 of offering costs as a reduction of temporary equity and $632,355 of offering costs as a reduction of permanent equity in connection with the issuance of the Units in the Initial Public Offering and the Private Placement Warrants. Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s condensed consolidated financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s condensed consolidated financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s condensed consolidated financial statements. Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 15,900,000 shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the Period from Three Months Ended Three Months Ended Six Months Ended June February 5, 2021 (Inception) Through June 30, 2022 June 30, 2021 30, 2022 June 30,2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (1,299,933) $ (324,983) $ — $ (2,185) $ (4,788,925) $ (1,197,231) $ — $ (9,971) Denominator: Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 — 5,000,000 23,000,000 5,750,000 — 5,000,000 Basic and diluted net loss per share $ (0.06) $ (0.06) $ — $ (0.00) $ (0.21) $ (0.21) $ — $ (0.00) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000 . The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for cash, deferred offering costs, accrued offering costs, promissory note - related party, and advance from anchor investor approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 6 Months Ended |
Jun. 30, 2022 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING The registration statement for the Company’s Initial Public Offering was declared effective on August 9, 2021. On August 12, 2021, the Company completed its Initial Public Offering of 23,000,000 Units, including 3,000,000 Units that were issued pursuant to the underwriter’s exercise of its over-allotment option in full, at $10.00 per Unit, generating gross proceeds of $230,000,000. Each Unit consists of one Class A ordinary share and one-third of one |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 6 Months Ended |
Jun. 30, 2022 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 8,233,333 Private Placement Warrants, including 900,000 Private Placement Warrants that were issued pursuant to the underwriter’s exercise of its over-allotment option in full, at a price of $1.50 per Private Placement Warrant ($12,350,000 in the aggregate). Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The proceeds from the Private Placement Warrants were added to the net proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 12, 2021, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 5,750,000 Class B ordinary shares (the “Founder Shares”). The Founder Shares include an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the holders of the Founder Shares will own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On June 16, 2021, the Company transferred 35,000 Class B ordinary shares each to three members of the Company’s board of directors (or 105,000 Class B ordinary shares in total) at their original cost (see Note 7). The underwriters exercised their over-allotment option in full on August 12, 2021; thus, no ordinary shares remain subject to forfeiture (see Note 6). The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, or sold until the earlier of (i) one year after the completion of a Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after an initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if (1) the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing at least 150 days after an initial Business Combination or (2) if the Company consummates a transaction after an initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. Promissory Note — Related Party On February 12, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate of $300,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non-interest bearing and was payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Initial Public Offering. The Company’s Sponsor paid certain offering costs totaling $55,725, which was included in the outstanding balance of the Promissory Note as of March 22, 2021, and the Company borrowed $119,275 on June 23, 2021. On August 12, 2021, the Company repaid the outstanding balance under the Promissory Note of $175,000. The Promissory Note is no longer available to the Company. Administrative Support Agreement The Company entered into an agreement, commencing on August 9, 2021, to pay an affiliate of the Sponsor a total of $10,000 per month for administrative, financial and support services. Upon the completion of an initial Business Combination, the Company will cease paying these monthly fees. For the three and six months ended June 30, 2022 the Company incurred expenses of $30,000 and $60,000, respectively, under the agreement. Due to Related Party Due to related party consists of payments made by the Sponsor and/or an affiliate of the Sponsor on behalf of the Company for formation and operating costs, along with the administrative support monthly fee and are payable on demand. Convertible Promissory Note In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “working capital loans”). If the Company completes the initial Business Combination, it may repay such loaned amounts out of the proceeds of the Trust Account released to us. Otherwise, such loans may be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Company’s Trust Account would be used to repay such loaned amounts. Up to $2,000,000 of such loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of the initial Business Combination, the Company does not expect to seek loans from parties other than the Sponsor, its affiliates or any members of the management team as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. On March 14, 2022, the Company entered into a convertible promissory note pursuant to the Working Capital Loans terms with the Sponsor (the “Sponsor Working Capital Loan”) to which the Company could borrow up to an aggregate of $750,000. The Sponsor Working Capital Loan is non-interest bearing and payable upon the earlier of (i) completion of the initial Business Combination or (ii) the date that the winding up of the Company is effective. The unpaid principal balance on the Sponsor Working Capital Loan may be convertible into warrants at the option of the Sponsor at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2022, the outstanding balance on the convertible promissory note is $750,000. |
COMMITMENTS
COMMITMENTS | 6 Months Ended |
Jun. 30, 2022 | |
COMMITMENTS | |
COMMITMENTS | NOTE 6. COMMITMENTS Registration and Shareholder Rights Agreement Pursuant to a registration rights agreement entered into on August 9, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the Working Capital Loans) will have registration and shareholder rights to require the Company to register a sale of any of its securities held by them pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters purchased Units at a purchase price of $9.80 per Unit (i.e., at a cash underwriting discount of $0.20 per Unit, or $4,600,000 in the aggregate) upon the closing of the Initial Public Offering and the exercise of the over-allotment in full on August 12, 2021. In addition, the Company agreed to pay the underwriters a deferred underwriting fee of up to $0.35 per Unit, or $8,050,000 in the aggregate, which would be payable to the underwriters upon the consummation of the initial Business Combination, except that the Company’s management team would be permitted, in its sole discretion, to allocate up to 50% of the deferred underwriting fee, or $4,025,000 in the aggregate, to third parties that assist in identifying and consummating an initial Business Combination. On July 25, 2022, the Company’s board passed a unanimous written consent whereby it decided not to pay or allocate to any third party, including Credit Suisse, any of the remaining 50%, or $4,025,000 in the aggregate, of the deferred underwriting fee. Forward Purchase Agreement In connection with the consummation of the Initial Public Offering, the Company entered into a forward purchase agreement with the Sponsor which provides for the purchase of an aggregate of 10,000,000 Class A ordinary shares plus an aggregate of 3,333,334 redeemable warrants to purchase Class A ordinary shares at $11.50 per share, for an aggregate purchase price of $100,000,000, in the private placement. The obligations under the forward purchase agreement do not depend on whether any Class A ordinary shares are redeemed by the Company’s Public Shareholders. The forward purchase securities will be issued in connection with the closing of the initial Business Combination. The proceeds from the sale of forward purchase securities will be used as part of the consideration to the sellers in the Company’s initial Business Combination, expenses in connection with the initial Business Combination or for working capital in the post-transaction company. On March 23, 2022, in connection with the execution of the Merger Agreement, the Company entered into the A&R FPA with the Sponsor and OmniAb. Pursuant to the A&R FPA, the Company has agreed that, in connection with the consummation of the proposed OmniAb Business Combination, they will issue and sell to the Sponsor 1,500,000 shares of APAC Common Stock and warrants to acquire 1,666,667 shares of APAC Common Stock for an aggregate purchase price of $15.0 million with such purchases to be consummated immediately following the re-domestication to Delaware and prior to the proposed OmniAb Business Combination. In addition, the Sponsor has agreed to purchase up to an additional 10,000,000 shares of APAC Common Stock and up to an additional 1,666,667 warrants, for an aggregate additional purchase price of up to $100.0 million, in order to backstop shareholder redemptions to the extent such redemptions would result in the cash proceeds to be received by OmniAb stockholders from the Trust Account to be less than $100.0 million. The A&R FPA also provides that in the event the Merger Agreement is terminated by Ligand under circumstances in which the Termination Fee (as defined in the Merger Agreement) would be payable under the Merger Agreement, Ligand shall pay the Sponsor a termination fee of $12.5 million in connection therewith. As a result of the A&R FPA, the Company evaluated the modification of the equity contract, which resulted in a reclassification between equity and a liability, in which the difference between the fair value at issuance of the original forward purchase agreement and the fair value at issuance of the A&R FPA (the modification date) was treated as a deemed dividend. An amount of $225,000 was recorded to accumulated deficit as a deemed dividend upon modification of the forward purchase agreement on March 23, 2022. |
SHAREHOLDERS' EQUITY (DEFICIT)
SHAREHOLDERS' EQUITY (DEFICIT) | 6 Months Ended |
Jun. 30, 2022 | |
SHAREHOLDERS' EQUITY (DEFICIT) | |
SHAREHOLDERS' EQUITY (DEFICIT) | NOTE 7. SHAREHOLDERS’ EQUITY (DEFICIT) Preference shares Class A ordinary shares Class B ordinary shares Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s Amended and Restated Memorandum and Articles of Association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the ordinary shares that are voted is required to approve any such matter voted on by the shareholders. Approval of certain actions will require a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds of the ordinary shares that are voted, and pursuant to the Amended and Restated Memorandum and Articles of Association; such actions include amending the Amended and Restated Memorandum and Articles of Association and approving a statutory merger or consolidation with another company. The Company’s board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being appointed in each year. There is no cumulative voting with respect to the appointment of directors, with the result that the holders of more than 50% of the shares voted for the appointment of directors can appoint all of the directors. The Company’s shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor. Prior to the Company’s initial Business Combination, (i) only holders of the founder shares will have the right to vote on the appointment of directors and (ii) in a vote to continue the Company in a jurisdiction outside the Cayman Islands (which requires the approval of at least two thirds of the votes of all ordinary shares), holders of the Company’s Class B ordinary shares will have ten votes for every Class B ordinary share and holders of the Class A ordinary shares will have one vote for every Class A ordinary share. These provisions of the Company’s Amended and Restated Memorandum and Articles of Association may only be amended by a special resolution passed by not less than 90% of the ordinary shares who attend and vote at the Company’s general meeting which shall include the affirmative vote of a simple majority of the Class B ordinary shares. Holders of the public shares will not be entitled to vote on the appointment of directors prior to the initial Business Combination. In addition, prior to the completion of an initial Business Combination, holders of a majority of the founder shares may remove a member of the board of directors for any reason. In connection with the initial Business Combination, the Company may enter into a shareholders agreement or other arrangements with the shareholders of the target with respect to voting and other corporate governance matters following completion of the initial Business Combination. Redeemable Warrants The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying of the obligations described below with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement (which may be a post-effective amendment to the registration statement of which the Company’s prospectus is a part or any other applicable registration statement) for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at it’s option, require holders of warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, will not be required to file or maintain in effect a registration statement, and will use commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, and the Company will use commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Redemption of warrants Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30- trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, the Company may exercise the Company’s redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued. No fractional Class A ordinary shares will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. If, at the time of redemption, the warrants are exercisable for a security other than the Class A ordinary shares pursuant to the warrant agreement (for instance, if the Company is not the surviving company in the Company’s initial Business Combination), the warrants may be exercised for such security. At such time as the warrants become exercisable for a security other than the Class A ordinary shares, the Company (or surviving company) will use its commercially reasonable efforts to register under the Securities Act the security issuable upon the exercise of the warrants. If the number of outstanding Class A ordinary shares is increased by a capitalization or share dividend payable in Class A ordinary shares, or by a sub-division of ordinary shares or other similar event, then, on the effective date of such capitalization or share dividend, sub-division or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares. A rights offering made to all or substantially all holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the “historical fair market value” (as defined below) will be deemed a share dividend of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) one minus the quotient of (x) the price per Class A ordinary share paid in such rights offering and (y) the historical fair market value. For these purposes, (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “historical fair market value” means the volume weighted average price of Class A ordinary shares as reported during the 10 trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. In addition, if the Company, at any time while the warrants are outstanding and unexpired, pays a dividend or makes a distribution in cash, securities or other assets to all or substantially all of the holders of the Class A ordinary shares on account of such Class A ordinary shares (or other securities into which the warrants are convertible), other than (a) as described above, (b) any cash dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the Class A ordinary shares during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect any other adjustments and excluding cash dividends or cash distributions that resulted in an adjustment to the exercise price or to the number of Class A ordinary shares issuable on exercise of each warrant) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50 per share, (c) to satisfy the redemption rights of the holders of Class A ordinary shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of Class A ordinary shares in connection with a shareholder vote to amend the Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete its initial Business Combination within 18 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to the rights of holders of the Company’s Class A ordinary shares, or (e) in connection with the redemption of the Company’s public shares upon failure to complete the Company’s initial Business Combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each Class A ordinary share in respect of such event. Whenever the number of Class A ordinary shares purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of Class A ordinary shares purchasable upon the exercise of the warrants immediately prior to such adjustment and (y) the denominator of which will be the number of Class A ordinary shares so purchasable immediately thereafter. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder. The Private Placement Warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the Company’s Initial Public Offering except that the Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination (except pursuant to limited exceptions to the Company’s officers and directors and other persons or entities affiliated with the initial purchasers of the Private Placement Warrants). The Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in the Initial Public Offering. The Company accounts for the 15,900,000 warrants issued in connection with the Initial Public Offering (including 7,666,667 Public Warrants, 8,233,333 Private Placement Warrants ), and will account for the 3,333,334 Forward Purchase Warrants and Backstop Warrants to be issued in connection with the proposed OmniAb Business Combination, in accordance with the guidance contained in ASC 815-40. Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2022 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 8. FAIR VALUE MEASUREMENTS The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Amount at Description Fair Value Level 1 Level 2 Level 3 June 30, 2022 Assets Investments held in Trust Account $ 236,098,332 $ 236,098,332 $ — $ — Liabilities Derivative liability - Forward Purchase and Backstop Securities $ 383,390 $ — $ — $ 383,390 The Forward Purchase and Backstop Securities were fair valued based on the difference between the current fair values of each of the underlying components of the agreement (i.e. the Class A ordinary shares and the warrants) and the present value of the contractual forward prices. As the Backstop Securities only apply in the event of and to the extent that the funds in the Company’s Trust Account falls below $100 million as the result of redemptions, the valuation considered an expected redemption rate based on redemption rates exhibited by similar companies in the market during the second quarter of 2022 and the expected post-redemption Trust Account balance. As the Forward Purchase and Backstop Securities will only apply in the event that the Company completes an initial business combination, the value reflects the probability of completing an initial business combination. The following table provides the significant inputs to the valuation for the Forward Purchase and Backstop Securities liability as of March 23, 2022 (initial measurement): As of March 23, 2022 (Initial Measurement) Fair value of Forward Purchase and Backstop Securities $ 10.34 Present value of Forward Purchase and Backstop Securities $ 10.00 Time to Business Combination (years) 0.52 Risk-free rate 0.95 % Discount factor 99.50 % Expected redemption rate 85.00 % Probability of completing an initial Business Combination 32.50 % Fair value of Forward Purchase and Backstop Securities $ 448,380 The following table provides the significant inputs to the valuation for the Forward Purchase and Backstop Securities liability as of June 30, 2022: At June 30, 2022 Fair value of unit $ 10.08 Unit forward price $ 10.00 Time to Business Combination (years) 0.25 Risk-free rate 1.72 % Discount factor 99.60 % Expected redemption rate 85.00 % Probability of completing an initial Business Combination 20.00 % Fair value of Forward Purchase and Backstop Securities $ 383,390 The following table presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value: Fair value as of December 31, 2021 $ — Initial measurement as of March 23, 2022 448,380 Change in fair value 591,310 Fair value as of March 31, 2022 1,039,690 Change in fair value (656,300) Fair value as of June 30,2022 $ 383,390 The Company recognized income in connection with changes in the fair value of the Forward Purchase and Backstop Securities of $656,300 and $0 within change in fair value of Forward Purchase and Backstop Securities in the condensed consolidated statements of operations for the three months ended June 30, 2022 and for the three months ended June 30, 2021. The Company recognized income in connection with changes in the fair value of the Forward Purchase and Backstop Securities of $64,990 and $0 within change in fair value of Forward Purchase and Backstop Securities in the condensed consolidated statements of operations for the six months ended June 30, 2022 and for the period from February 5, 2021 (inception) through June 30, 2021, respectively. As of December 31, 2021, the Company had no financial assets or liabilities measured at fair value on a recurring basis. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, other than the item identified in Note 6, regarding the 50% allocation of deferred underwriting fee and other than as mentioned below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. On July 26, 2022, the Company filed an amendment to the registration statement on Form S-4 to register shares of its common stock, par value $0.0001 per share, that will be issued in connection with the merger of Orwell Merger Sub Inc., a wholly owned subsidiary of the Company, with and into OmniAb, Inc., which is currently a wholly owned subsidiary of Ligand Pharmaceuticals Incorporated, with OmniAb surviving the merger as a wholly owned subsidiary of the Company. In addition, OmniAb will file a registration statement on Form 10 to register shares of its common stock, par value $0.001 per share, which will be distributed to Ligand stockholders pursuant to a spin-off in connection with the merger. In the spin-off, all of Ligand’s stockholders would receive a pro rata number of shares of OmniAb common stock. Upon distribution, the OmniAb common stock will be immediately converted into shares of Avista Public Acquisition Corp. II common stock in the merger, following the Company's domestication as a Delaware corporation. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s Form 10-K as filed with the SEC on March 28, 2022. The interim results for the three months and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. The valuation of the Forward Purchase and Backstop Securities required management to exercise significant judgement in its estimate. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 or December 31, 2021. As of June 30, 2022 and December 31, 2021, the Company had operating cash (i.e. cash held outside the Trust Account) of $159,194 and $189,971 , respectively . |
Investments Held in Trust Account | Investments Held in Trust Account At June 30, 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury bills. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in gain on investments held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of the investments held in the Trust Account are determined using available market information. At December 31, 2021, the assets held in the Trust Account were held in cash. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption All of the 23,000,000 shares of Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. As of June 30, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (9,813,334) Issuance costs allocated to Class A ordinary shares (13,029,901) Plus: Accretion of carrying value to redemption value 28,593,235 Class A ordinary shares subject to possible redemption, December 31, 2021 $ 235,750,000 Plus: Remeasurement of Class A ordinary shares to redemption amount $ 348,332 Class A ordinary shares subject to possible redemption, June 30, 2022 $ 236,098,332 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $13,662,256 as a result of the Initial Public Offering (consisting of $4,600,000 of cash underwriting discounts, $8,050,000 in deferred underwriting fees and $1,012,256 of other offering costs). As such, the Company recorded $13,029,901 of offering costs as a reduction of temporary equity and $632,355 of offering costs as a reduction of permanent equity in connection with the issuance of the Units in the Initial Public Offering and the Private Placement Warrants. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s condensed consolidated financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s condensed consolidated financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s condensed consolidated financial statements. |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 15,900,000 shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the Period from Three Months Ended Three Months Ended Six Months Ended June February 5, 2021 (Inception) Through June 30, 2022 June 30, 2021 30, 2022 June 30,2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (1,299,933) $ (324,983) $ — $ (2,185) $ (4,788,925) $ (1,197,231) $ — $ (9,971) Denominator: Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 — 5,000,000 23,000,000 5,750,000 — 5,000,000 Basic and diluted net loss per share $ (0.06) $ (0.06) $ — $ (0.00) $ (0.21) $ (0.21) $ — $ (0.00) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000 . The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for cash, deferred offering costs, accrued offering costs, promissory note - related party, and advance from anchor investor approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. |
Recent Accounting Standards | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Summary of reconciliation of Class A ordinary shares subject to possible redemption reflected in the condensed balance | Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (9,813,334) Issuance costs allocated to Class A ordinary shares (13,029,901) Plus: Accretion of carrying value to redemption value 28,593,235 Class A ordinary shares subject to possible redemption, December 31, 2021 $ 235,750,000 Plus: Remeasurement of Class A ordinary shares to redemption amount $ 348,332 Class A ordinary shares subject to possible redemption, June 30, 2022 $ 236,098,332 |
Summary of calculation of basic and diluted net income per ordinary share | For the Period from Three Months Ended Three Months Ended Six Months Ended June February 5, 2021 (Inception) Through June 30, 2022 June 30, 2021 30, 2022 June 30,2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (1,299,933) $ (324,983) $ — $ (2,185) $ (4,788,925) $ (1,197,231) $ — $ (9,971) Denominator: Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 — 5,000,000 23,000,000 5,750,000 — 5,000,000 Basic and diluted net loss per share $ (0.06) $ (0.06) $ — $ (0.00) $ (0.21) $ (0.21) $ — $ (0.00) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
FAIR VALUE MEASUREMENTS | |
Schedule of Company's assets that are measured at fair value on a recurring basis | Amount at Description Fair Value Level 1 Level 2 Level 3 June 30, 2022 Assets Investments held in Trust Account $ 236,098,332 $ 236,098,332 $ — $ — Liabilities Derivative liability - Forward Purchase and Backstop Securities $ 383,390 $ — $ — $ 383,390 |
Schedule of change in the fair value of the warrant liabilities | Fair value as of December 31, 2021 $ — Initial measurement as of March 23, 2022 448,380 Change in fair value 591,310 Fair value as of March 31, 2022 1,039,690 Change in fair value (656,300) Fair value as of June 30,2022 $ 383,390 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | As of March 23, 2022 (Initial Measurement) Fair value of Forward Purchase and Backstop Securities $ 10.34 Present value of Forward Purchase and Backstop Securities $ 10.00 Time to Business Combination (years) 0.52 Risk-free rate 0.95 % Discount factor 99.50 % Expected redemption rate 85.00 % Probability of completing an initial Business Combination 32.50 % Fair value of Forward Purchase and Backstop Securities $ 448,380 The following table provides the significant inputs to the valuation for the Forward Purchase and Backstop Securities liability as of June 30, 2022: At June 30, 2022 Fair value of unit $ 10.08 Unit forward price $ 10.00 Time to Business Combination (years) 0.25 Risk-free rate 1.72 % Discount factor 99.60 % Expected redemption rate 85.00 % Probability of completing an initial Business Combination 20.00 % Fair value of Forward Purchase and Backstop Securities $ 383,390 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY (Details) | 6 Months Ended | ||||
Mar. 23, 2022 USD ($) $ / shares shares | Aug. 12, 2021 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Mar. 14, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | |
Subsidiary, Sale of Stock [Line Items] | |||||
Condition for future business combination, number of businesses, minimum | 1 | ||||
Cash held outside of the Trust Account | $ | $ 159,194 | $ 189,971 | |||
Maturity term of U.S. government securities | 185 days | ||||
Months to complete initial business combination | 18 months | ||||
Obligation to redeem public shares if entity does not complete a business combination (as a percent) | 100% | ||||
Threshold percentage of public shares subject to redemption without the company's prior written consent | 15% | ||||
Threshold business days for redemption of public shares | 10 days | ||||
Maximum net interest to pay dissolution expenses | $ | $ 100,000 | ||||
Capital contributed, net of expenses | $ | $ 15,000,000 | ||||
Working capital deficit | $ | 6,286,566 | ||||
Proceeds from the Initial Public offering and sale of the private placement warrants | $ | 2,000,000 | ||||
Maximum additional aggregate purchase price | $ | $ 100,000,000 | ||||
OmniAb | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Common stock par value | $ / shares | $ 0.0001 | ||||
Related Party Loans | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Price of warrant | $ / shares | $ 1.50 | $ 1.50 | |||
Maximum borrowing capacity of related party promissory note | $ | $ 750,000 | $ 750,000 | |||
Outstanding balance of related party note | $ | 750,000 | ||||
Amended and Restated Forward Purchase Agreement | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Gross proceeds | $ | $ 15,000,000 | ||||
Additional aggregate purchase price | $ | 100,000,000 | ||||
Maximum additional aggregate purchase price | $ | 100,000,000 | ||||
Termination fee | $ | $ 12,500,000 | ||||
OmniAb Inc | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Pre-money equity value | $ | 850,000,000 | ||||
OmniAb Inc | Separation Agreement | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Percentage of outstanding shares to be distributed | 100% | ||||
Ligand | Separation And Distribution Agreement | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Percentage of common stock shares issued under distribution | 100 | ||||
Common stock par value | $ / shares | $ 0.001 | ||||
Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Gross proceeds | $ | $ 100,000,000 | ||||
Share price | $ / shares | $ 11.50 | ||||
Warrants | Amended and Restated Forward Purchase Agreement | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of warrants issued | 1,666,667 | ||||
Additional number of warrants | 1,666,667 | ||||
Initial Public Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | 23,000,000 | ||||
Share issued price per Unit | $ / shares | $ 10 | 10 | |||
Proceeds from issuance initial public offering | $ | $ 230,000,000 | ||||
Number of warrants issued | 15,900,000 | ||||
Share price | $ / shares | $ 10.25 | ||||
Months to complete initial business combination | 18 months | ||||
Obligation to redeem public shares if entity does not complete a business combination (as a percent) | 100% | ||||
Minimum net tangible assets upon consummation of the business combination | $ | $ 5,000,001 | ||||
Initial Public Offering | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of warrants issued | 8,233,333 | ||||
Gross proceeds | $ | $ 235,750,000 | ||||
Share price | $ / shares | $ 10.25 | ||||
Initial Public Offering | Public Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of warrants issued | 7,666,667 | ||||
Number of shares in a unit | 1 | ||||
Number of warrants in a unit | 0.33 | ||||
Private Placement | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of warrants issued | 8,233,333 | ||||
Price of warrant | $ / shares | $ 1.50 | ||||
Proceeds from sale of warrants | $ | $ 12,350,000 | ||||
Over-allotment option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | 3,000,000 | ||||
Over-allotment option | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of warrants issued | 900,000 | ||||
Class A ordinary shares | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Common stock par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Class A ordinary shares | Initial Public Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | 23,000,000 | 23,000,000 | |||
Share issued price per Unit | $ / shares | $ 10 | ||||
Proceeds from issuance initial public offering | $ | $ 230,000,000 | ||||
Class A ordinary shares | Over-allotment option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | 3,000,000 | ||||
APAC Common Stock | Amended and Restated Forward Purchase Agreement | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | 1,500,000 | ||||
Additional number of common stock | 10,000,000 | ||||
APAC Common Stock | OmniAb Inc | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of Class A common stock issued upon conversion of each share (in shares) | 1 | ||||
Number of shares in a unit | 1 | ||||
APAC Common Stock | OmniAb Inc | First Requirements | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Volume-weighted average price per share | $ / shares | $ 12.50 | ||||
Number of days at volume-weighted average price to trigger vesting | 20 days | ||||
Number of consecutive days volume-weighted average price to be within | 30 days | ||||
APAC Common Stock | OmniAb Inc | Second Requirements | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Volume-weighted average price per share | $ / shares | $ 15 | ||||
Number of days at volume-weighted average price to trigger vesting | 20 days | ||||
Number of consecutive days volume-weighted average price to be within | 30 days | ||||
APAC Common Stock | Warrants | OmniAb Inc | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of warrants in a unit | 0.33 | ||||
Earnout Stock | OmniAb Inc | First Requirements | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Percent of shares vested upon the combined company's achievement of the post-transaction volume-weighted average price | 50% | ||||
Sponsor | Warrants | Amended and Restated Forward Purchase Agreement | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Additional number of warrants | 1,666,667 | ||||
Sponsor | APAC Common Stock | Amended and Restated Forward Purchase Agreement | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Additional number of common stock | 10,000,000 | ||||
Sponsor | Earnout Stock | Sponsor Insider Agreement | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Maximum number of shares subject to the price-based vesting conditions | 1,916,667 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 6 Months Ended | ||
Aug. 12, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Unrecognized tax benefits | $ 0 | $ 0 | |
Unrecognized tax benefits accrued for interest and penalties | 0 | 0 | |
Federal Depository Insurance Coverage | 250,000 | ||
Operating cash | $ 159,194 | $ 189,971 | |
Initial Public Offering | |||
Sale of Units, net of underwriting discounts (in shares) | 23,000,000 | ||
Class A ordinary shares | Initial Public Offering | |||
Sale of Units, net of underwriting discounts (in shares) | 23,000,000 | 23,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A Ordinary Shares Subject to Possible Redemption (Details) - USD ($) | 6 Months Ended | 11 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Gross proceeds | $ 230,000,000 | |
Proceeds allocated to Public Warrants | (9,813,334) | |
Issuance costs allocated to Class A ordinary shares | (13,029,901) | |
Accretion of carrying value to redemption value | 28,593,235 | |
Class A ordinary shares subject to possible redemption | $ 236,098,332 | $ 235,750,000 |
Remeasurement of Class A ordinary shares subject to redemption to redemption amount | $ 348,332 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Offering Costs associated with the Initial Public Offering (Details) - USD ($) | Aug. 12, 2021 | Jun. 30, 2022 | Dec. 31, 2021 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Offering Costs | $ 13,662,256 | ||
Underwriting fees | 4,600,000 | ||
Deferred underwriting fee payable | 8,050,000 | $ 8,050,000 | $ 8,050,000 |
Other offering costs | 1,012,256 | ||
Offering costs reduction of temporary equity | 13,029,901 | ||
Offering costs as a reduction of equity | $ 632,355 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of basic and diluted net income per ordinary share (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | ||
Class A ordinary shares | |||||
Numerator: | |||||
Net loss | $ (1,299,933) | $ (4,788,925) | |||
Denominator: | |||||
Weighted average shares outstanding, basic | 23,000,000 | 23,000,000 | |||
Weighted average shares outstanding, diluted | 23,000,000 | 5,000,000 | 5,000,000 | 23,000,000 | |
Basic net loss per ordinary share | $ (0.06) | $ (0.21) | |||
Diluted net loss per ordinary share | $ (0.06) | $ 0 | $ 0 | $ (0.21) | |
Class B ordinary shares | |||||
Numerator: | |||||
Net loss | $ (324,983) | $ (2,185) | $ (9,971) | $ (1,197,231) | |
Denominator: | |||||
Weighted average shares outstanding, basic | [1] | 5,750,000 | 5,000,000 | 5,000,000 | 5,750,000 |
Weighted average shares outstanding, diluted | [1] | 5,750,000 | 5,000,000 | 5,000,000 | 5,750,000 |
Basic net loss per ordinary share | $ (0.06) | $ 0 | $ 0 | $ (0.21) | |
Diluted net loss per ordinary share | $ (0.06) | $ 0 | $ 0 | $ (0.21) | |
[1] (1) |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income (Loss) Per Ordinary Share (Details) | 6 Months Ended |
Jun. 30, 2022 shares | |
Warrants | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share | 15,900,000 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | Aug. 12, 2021 | Jun. 30, 2022 |
Subsidiary, Sale of Stock [Line Items] | ||
Exercise price of warrants | $ 11.50 | |
Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 23,000,000 | |
Purchase price, per unit | $ 10 | $ 10 |
Proceeds received from initial public offering, gross | $ 230,000,000 | |
Initial Public Offering | Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares in a unit | 1 | |
Number of warrants in a unit | 0.33 | |
Number of shares issuable per warrant | 1 | |
Exercise price of warrants | $ 11.50 | |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 3,000,000 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Aug. 12, 2021 | Jun. 30, 2022 |
Subsidiary, Sale of Stock [Line Items] | ||
Exercise price of warrant | $ 11.50 | |
Over-allotment option | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 900,000 | |
Private Placement | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 8,233,333 | |
Price of warrants | $ 1.50 | |
Aggregate purchase price | $ 12,350,000 | |
Number of shares per warrant | 1 | |
Exercise price of warrant | $ 11.50 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | 2 Months Ended | 5 Months Ended | 6 Months Ended | |||
Jun. 16, 2021 shares | Feb. 12, 2021 USD ($) shares | Mar. 31, 2021 USD ($) | Jun. 30, 2021 shares | Jun. 30, 2022 D $ / shares | ||
Related Party Transaction [Line Items] | ||||||
Aggregate purchase price | $ | [1] | $ 25,000 | ||||
Class B ordinary shares | ||||||
Related Party Transaction [Line Items] | ||||||
Shares subject to forfeiture | 750,000 | |||||
Founder Shares | Sponsor | Class B ordinary shares | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate purchase price | $ | $ 25,000 | |||||
Number of shares issued | 35,000 | 5,750,000 | ||||
Shares subject to forfeiture | 105,000 | 750,000 | ||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20% | |||||
Threshold Period For Not To Transfer, Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination | 1 year | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||
[1] (1) |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | |||||
Aug. 12, 2021 | Jun. 23, 2021 | Mar. 22, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Mar. 14, 2022 | Feb. 12, 2021 | |
Related Party Transaction [Line Items] | ||||||||
Proceeds from promissory note - related party | $ 119,275 | |||||||
Promissory Note with Related Party | ||||||||
Related Party Transaction [Line Items] | ||||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |||||||
Offering costs paid by Sponsor and included in promissory note - related party | $ 55,725 | |||||||
Proceeds from promissory note - related party | $ 119,275 | |||||||
Repayment of related party promissory note | $ 175,000 | |||||||
Administrative Support Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses per month | $ 10,000 | |||||||
Expenses incurred and paid | $ 30,000 | 60,000 | ||||||
Related Party Loans | ||||||||
Related Party Transaction [Line Items] | ||||||||
Maximum borrowing capacity of related party promissory note | 750,000 | 750,000 | $ 750,000 | |||||
Borrowings under related party promissory note | 750,000 | 750,000 | ||||||
Loan conversion agreement warrant | $ 2,000,000 | $ 2,000,000 | ||||||
Price of warrant | $ 1.50 | $ 1.50 | $ 1.50 | |||||
Working capital loans, outstanding | $ 750,000 | $ 750,000 |
COMMITMENTS (Details)
COMMITMENTS (Details) | Jul. 25, 2022 USD ($) | Aug. 12, 2021 USD ($) $ / shares | Jun. 30, 2022 item |
COMMITMENTS | |||
Maximum number of demands for registration of securities | item | 3 | ||
Purchase Price Per Unit | $ / shares | $ 9.80 | ||
Deferred Fee Per Unit | $ / shares | 0.20 | ||
Additional Deferred Fee Per Unit | $ / shares | $ 0.35 | ||
Aggregate deferred underwriting fee payable | $ 4,600,000 | ||
Additional aggregate deferred underwriting fee payable | $ 8,050,000 | ||
Percentage of deferred underwriting fee previously payable to third parties | 50 | ||
Aggregate deferred underwriting fee payable to third parties | $ 4,025,000 | ||
Percentage of deferred underwriting fee payable not allocated to third parties | 50 | ||
Aggregate Deferred Underwriting Fee Payable, Not To Pay For Third Parties | $ 4,025,000 |
COMMITMENTS - Forward Purchase
COMMITMENTS - Forward Purchase Agreement (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Mar. 23, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | |
Commitments And Contingencies [Line Items] | |||
Warrants to be purchased pursuant to agreements | 3,333,334 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | ||
Maximum additional aggregate purchase price | $ 100,000,000 | ||
Deemed dividend - Forward Purchase and Backstop Securities | $ (225,000) | (225,000) | |
Amended and Restated Forward Purchase Agreement | |||
Commitments And Contingencies [Line Items] | |||
Proceeds from Issuance or Sale of Equity | $ 15,000,000 | ||
Gross proceeds | 15,000,000 | ||
Additional aggregate purchase price | 100,000,000 | ||
Maximum additional aggregate purchase price | 100,000,000 | ||
Termination fee | $ 12,500,000 | ||
Deemed dividend - Forward Purchase and Backstop Securities | 225,000 | ||
Warrants | |||
Commitments And Contingencies [Line Items] | |||
Proceeds from Issuance or Sale of Equity | 100,000,000 | ||
Gross proceeds | $ 100,000,000 | ||
Warrants | Amended and Restated Forward Purchase Agreement | |||
Commitments And Contingencies [Line Items] | |||
Number of warrants issued | 1,666,667 | ||
Additional number of warrants | 1,666,667 | ||
Warrants | Amended and Restated Forward Purchase Agreement | Sponsor | |||
Commitments And Contingencies [Line Items] | |||
Additional number of warrants | 1,666,667 | ||
Class A ordinary shares | |||
Commitments And Contingencies [Line Items] | |||
Shares To Be Purchased Pursuant To Agreements | 10,000,000 | ||
APAC Common stock | Amended and Restated Forward Purchase Agreement | |||
Commitments And Contingencies [Line Items] | |||
Units Issued During Period, Shares, New Issues | 1,500,000 | ||
Additional number of common stock | 10,000,000 | ||
APAC Common stock | Amended and Restated Forward Purchase Agreement | Sponsor | |||
Commitments And Contingencies [Line Items] | |||
Additional number of common stock | 10,000,000 |
SHAREHOLDERS' EQUITY (DEFICIT)
SHAREHOLDERS' EQUITY (DEFICIT) - Preferred Stock Shares (Details) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
SHAREHOLDERS' EQUITY (DEFICIT) | ||
Preferred shares, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
SHAREHOLDERS' EQUITY (DEFICIT_2
SHAREHOLDERS' EQUITY (DEFICIT) - Common Stock Shares (Details) | 6 Months Ended | |
Jun. 30, 2022 Vote $ / shares shares | Dec. 31, 2021 Vote $ / shares shares | |
Class of Stock [Line Items] | ||
Class A common stock subject to possible redemption, outstanding (in shares) | 23,000,000 | 23,000,000 |
Class A ordinary shares | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | Vote | 1 | 1 |
Common shares, shares issued (in shares) | 0 | 0 |
Common shares, shares outstanding (in shares) | 0 | 0 |
Class A Common Stock Subject to Redemption | ||
Class of Stock [Line Items] | ||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, shares issued (in shares) | 23,000,000 | 23,000,000 |
Common shares, shares outstanding (in shares) | 23,000,000 | 23,000,000 |
Class A common stock subject to possible redemption, outstanding (in shares) | 23,000,000 | 23,000,000 |
Class B ordinary shares | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | Vote | 1 | 1 |
Common shares, shares issued (in shares) | 5,750,000 | 5,750,000 |
Common shares, shares outstanding (in shares) | 5,750,000 | 5,750,000 |
Ratio to be applied to the stock in the conversion | 50 |
SHAREHOLDERS' EQUITY (DEFICIT)-
SHAREHOLDERS' EQUITY (DEFICIT)- Warrants (Details) | 6 Months Ended | 12 Months Ended | |
Aug. 12, 2021 shares | Jun. 30, 2022 D $ / shares shares | Dec. 31, 2021 | |
Initial Public Offering | |||
Class of Warrant or Right [Line Items] | |||
Number of units issued | 23,000,000 | ||
Number of warrants issued | 15,900,000 | ||
Class B ordinary shares | |||
Class of Warrant or Right [Line Items] | |||
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 20% | 20% | |
Warrants | |||
Class of Warrant or Right [Line Items] | |||
Maximum period after business combination in which to file registration statement | 20 days | ||
Period of time within which registration statement is expected to become effective | 60 days | ||
Number of shares per warrant | 1 | ||
Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |||
Class of Warrant or Right [Line Items] | |||
Redemption price per public warrant (in dollars per share) | $ / shares | $ 11.50 | ||
Private Placement Warrants | Initial Public Offering | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants issued | 8,233,333 | ||
Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrant exercise period condition two | 30 days | ||
Public Warrants expiration term | 5 years | ||
Share price trigger used to measure dilution of warrant | $ / shares | $ 9.20 | ||
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 | ||
Trading period after business combination used to measure dilution of warrant | D | 20 | ||
Warrant exercise price adjustment multiple | 115 | ||
Warrant redemption price adjustment multiple | 180 | ||
Restrictions on transfer period of time after business combination completion | 30 days | ||
Public Warrants | Initial Public Offering | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants issued | 7,666,667 | ||
Number of shares per warrant | 1 | ||
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |||
Class of Warrant or Right [Line Items] | |||
Warrant redemption condition minimum share price | $ / shares | $ 18 | ||
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 | ||
Threshold trading days for redemption of public warrants | 20 days | ||
Threshold consecutive trading days for redemption of public warrants | D | 30 | ||
Redemption period | 30 days | ||
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |||
Class of Warrant or Right [Line Items] | |||
Redemption price per public warrant (in dollars per share) | $ / shares | $ 18 | ||
Threshold trading days for redemption of public warrants | 365 days | ||
Redemption period | 10 days | ||
Share price trigger used to measure dilution of warrant | $ / shares | $ 0.50 | ||
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 100 | ||
Forward Purchase Warrants And Backstop | Initial Public Offering | OmniAb | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants issued | 3,333,334 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2022 | Mar. 23, 2022 | Dec. 31, 2021 | |
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract] | |||
Maximum additional aggregate purchase price | $ 100,000,000 | ||
Assets: | |||
Investments held in Trust Account | 236,098,332 | $ 235,750,000 | |
Liabilities: | |||
Derivative liability - Forward Purchase and Backstop Securities | 383,390 | ||
Recurring | |||
Assets: | |||
Investments held in Trust Account | 236,098,332 | ||
Liabilities: | |||
Derivative liability - Forward Purchase and Backstop Securities | 383,390 | ||
Level 1 | Recurring | |||
Assets: | |||
Investments held in Trust Account | 236,098,332 | ||
Level 3 | |||
Liabilities: | |||
Derivative liability - Forward Purchase and Backstop Securities | 383,390 | $ 448,380 | |
Level 3 | Recurring | |||
Liabilities: | |||
Derivative liability - Forward Purchase and Backstop Securities | $ 383,390 |
FAIR VALUE MEASUREMENTS - Level
FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) | Jun. 30, 2022 USD ($) Y $ / shares | Mar. 23, 2022 USD ($) $ / shares Y |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative - Forward Purchase and Backstop Securities | $ | $ 383,390 | |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative - Forward Purchase and Backstop Securities | $ | $ 383,390 | $ 448,380 |
Fair value of Forward Purchase and Backstop Securities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 10.34 | |
Present value of Forward Purchase and Backstop Securities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 10 | |
Time to Business Combination (years) | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | Y | 0.25 | 0.52 |
Risk-free rate | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 1.72 | 0.95 |
Discount factor | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 99.60 | 99.50 |
Expected redemption rate | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 85 | 85 |
Probability of completing an initial Business Combination | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 20 | 32.50 |
Fair value of unit | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 10.08 | |
Unit forward price | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 10 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Company's Level 3 Financial Instruments (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | |||
Mar. 31, 2022 | Mar. 23, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Change in fair value of Forward Purchase and Backstop Securities | |||||
Change in fair value of Forward Purchase and Backstop Securities | $ 656,300 | $ 0 | $ 0 | $ 64,990 | ||
Level 3 | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Fair value at the beginning | 1,039,690 | 0 | ||||
Initial measurement as of March 23, 2022 | $ 448,380 | |||||
Change in fair value | $ 591,310 | (656,300) | ||||
Fair value at the end | $ 1,039,690 | $ 383,390 | $ 383,390 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Jul. 26, 2022 $ / shares | Mar. 23, 2022 $ / shares | Aug. 12, 2021 |
Subsequent Event [Line Items] | |||
Percentage of deferred underwriting fee previously payable to third parties | 50 | ||
OmniAb | |||
Subsequent Event [Line Items] | |||
Common stock par value | $ 0.0001 | ||
Subsequent Event | OmniAb | |||
Subsequent Event [Line Items] | |||
Common stock par value | $ 0.001 | ||
Subsequent Event | OmniAb Inc | |||
Subsequent Event [Line Items] | |||
Common stock par value | $ 0.0001 |