Item 8.01 Other Events
Holders of 21,713,864 APAC Class
A Ordinary Shares sold in APAC’s initial public offering properly exercised their rights to have such shares redeemed for a pro
rata portion of the trust account holding the proceeds from APAC’s initial public offering, calculated as of two business days prior
to the Meeting, or approximately $10.32 per share and $224,048,746.95 in the aggregate (the “Redemptions”).
Pursuant to that certain Amended
and Restated Forward Purchase Agreement, dated March 23, 2022, by and among APAC, the Sponsor, and OmniAb (the “A&R FPA”),
New OmniAb will issue to the Sponsor an additional 8,672,934 shares of New OmniAb Common Stock and an additional 1,445,489 warrants of
New OmniAb (“New OmniAb Warrants”), for an aggregate additional purchase price of $86,729,340.00, in order to backstop the
Redemptions.
In addition, pursuant to the A&R
FPA, immediately prior to the closing of the Merger, New OmniAb will issue to the Sponsor 1,500,000 shares of New OmniAb Common Stock
and 1,666,667 New OmniAb Warrants, for an aggregate purchase price of $15,000,000, on a private placement basis.
Important Information and Where to Find It
This communication does not contain all the information
that should be considered concerning the Business Combination. This communication is not a substitute for the registration statements
that OmniAb and APAC have filed with the SEC or any other documents that APAC or OmniAb may file with the SEC, or that APAC, Ligand or
OmniAb may send to stockholders in connection with the Business Combination. It is not intended to form the basis of any investment decision
or any other decision in respect to the Business Combination. APAC’s shareholders and Ligand’s stockholders and other interested
persons are advised to read the registration statements, and documents incorporated by reference therein, as these materials will contain
important information about APAC, OmniAb and the Business Combination.
The
registration statements, proxy statement/prospectus and other documents are also available free of charge, at the SEC’s website
at www.sec.gov, or by directing a request to: Avista Public Acquisition Corp. II, 65 East 55th Street, 18th Floor, New York, NY 10022.
No Solicitation or Offer
This communication shall neither constitute an
offer to sell nor the solicitation of an offer to buy any securities, or the solicitation of any proxy, vote, consent or approval in any
jurisdiction in connection with the Business Combination, nor shall there be any sale of securities in any jurisdiction in which the offer,
solicitation or sale would be unlawful prior to any registration or qualification under the securities laws of any such jurisdictions.
This communication is restricted by law; it is not intended for distribution to, or use by any person in, any jurisdiction where such
distribution or use would be contrary to local law or regulation.
Forward-Looking Statements
This communication contains forward-looking statements.
The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “would” and similar expressions may identify forward-looking statements, but
the absence of these words does not mean that a statement is not forward-looking. All statements other than statements of historical facts
contained in this communication, including statements regarding the expected timing and structure of the Business Combination, the ability
of the parties to complete the Business Combination, and the expected benefits of the Business Combination, are forward-looking statements.
These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown
risks, uncertainties, assumptions and other important factors, many of which are outside the control of Ligand, OmniAb and APAC, that
could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors,
among others, that may affect actual results or outcomes include, but are not limited to: the risk that the transactions may not be completed
in a timely manner or at all, which may adversely affect the price of Ligand’s or APAC’s securities; the inability to recognize
the anticipated benefits of the Business Combination, which may be affected by, among other things, the amount of funds available in APAC’s
trust account following redemptions by APAC’s shareholders; the failure to receive certain governmental and regulatory approvals;
the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; the ability
to continue to meet Nasdaq’s listing standards following the consummation of the Business Combination; costs related to the Business
Combination; that the price of APAC’s or Ligand’s securities may be volatile due to a variety of factors, including Ligand’s,
APAC’s or OmniAb’s inability to implement their business plans or meet or exceed their financial projections and changes in
the combined capital structure; the ability to implement business plans, forecasts, and other expectations after the completion of the
Business Combination, and identify and realize additional opportunities; and the ability of OmniAb to implement its strategic initiatives.
The foregoing list of factors is not exhaustive.
You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors”
section of APAC’s registration statement on Form S-1 (File No. 333-257177), APAC’s registration statement on Form S-4, OmniAb’s
registration statement on Form 10, the proxy statement/prospectus/information statement and certain other documents filed or that may
be filed by APAC, Ligand or OmniAb from time to time with the SEC following the date hereof. These filings identify and address other
important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking
statements, and Ligand, OmniAb and APAC assume no obligation and do not intend to update or revise these forward-looking statements, whether
as a result of new information, future events, or otherwise.
None of Ligand, OmniAb, or APAC gives any assurance
that Ligand, OmniAb or APAC will achieve their expectations.