Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
21 June 2022 - 11:26PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE
ACT OF 1934
Date of
Report (Date of earliest event reported): June 21, 2022
AVISTA PUBLIC ACQUISITION CORP. II
(Exact name of registrant as specified in its charter)
Cayman Islands |
001-40720 |
98-1584818 |
(State or other jurisdiction of |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
incorporation) |
|
|
65 East 55th Street
18th Floor
New York, New York 10022
(Address of Principal Executive Offices, including zip
code)
(212)
593-6900
(Registrant’s telephone number, including area code)
Not
Applicable
(Former name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
x Written
communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencements
communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
Title of each class |
|
Trading
Symbols |
|
Name of each exchange on
which registered |
Units, each
consisting of one share of Class A ordinary share and one-third of
one redeemable warrant |
|
AHPAU |
|
Nasdaq
Capital Market |
|
|
|
|
|
Class A
common ordinary shares, par value $0.0001 per share |
|
AHPA |
|
Nasdaq
Capital Market |
|
|
|
|
|
Redeemable
warrants, each whole warrant exercisable for one Class A ordinary
share at an exercise price of $11.50 per share |
|
AHPAW |
|
Nasdaq
Capital Market |
x |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter). |
|
|
¨ |
If an emerging
growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. |
Item 7.01 |
Regulation FD Disclosure. |
As previously disclosed, on March 23, 2022, Avista Public
Acquisition Corp. II, a Cayman Islands exempted company
(“APAC”) and Ligand
Pharmaceuticals Incorporated (“Ligand”), entered into certain
definitive agreements providing for a combination of APAC and
OmniAb, Inc., Ligand’s antibody discovery business, and a Delaware
corporation and wholly owned subsidiary of Ligand (“OmniAb”).
Attached as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated into this Item 7.01 by reference is an analyst
teach-in presentation used by APAC and OmniAb in connection with
the proposed business combination between APAC and OmniAb.
In accordance with General Instruction B.2. of Form 8-K, the
information in this Current Report on Form 8-K, including Exhibit
99.1, shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
subject to the liability of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as expressly set
forth by specific reference in such a filing.
Item 9.01. |
Financial Statements and Exhibits. |
(d) |
Exhibits.
The Exhibit Index is incorporated by reference herein.
|
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
|
Avista Public Acquisition Corp. II
|
Date: June 21, 2022 |
By: |
/s/ Benjamin Silbert |
|
Name: |
Benjamin
Silbert |
|
Title: |
General
Counsel |
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