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                               December 19, 2022

       Matthew Foehr
       Chief Executive Officer
       OmniAb, Inc.
       5980 Horton Street
       Suite 600
       Emeryville, CA 94608

                                                        Re: OmniAb, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed November 30,
2022
                                                            File No. 333-268613

       Dear Matthew Foehr:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-1, filed November 30, 2022

       General

   1.                                                   Revise your prospectus
to disclose the price that each selling securityholder paid for the
                                                        securities being
registered for resale. Highlight any differences in the current trading
                                                        price, the prices that
the selling securityholders acquired their shares and warrants, and the
                                                        price that the public
securityholders acquired their shares and warrants. Disclose that
                                                        while the selling
securityholders may experience a positive rate of return based on the
                                                        current trading price,
the public securityholders may not experience a similar rate of return
                                                        on the securities they
purchased due to differences in the purchase prices and the current
                                                        trading price. Please
also disclose the potential profit the selling securityholders will earn
                                                        based on the current
trading price. Lastly, please include appropriate risk factor disclosure.
 Matthew Foehr
FirstName LastNameMatthew Foehr
OmniAb, Inc.
Comapany19,
December  NameOmniAb,
              2022        Inc.
December
Page 2    19, 2022 Page 2
FirstName LastName
2.       Please revise to update your disclosures throughout the filing and
address areas that
         appear to need updating or that present inconsistencies. Non-exclusive
examples of areas
         where disclosure should be updated are as follows:
             You state on page 52 that "future" sales of shares of Common Stock
may depress its
             stock price. Please update this statement and risk factor given
that this prospectus is
             facilitating those sales; and
             You state on page 72 that you    expect    Ligand to continue to
provide certain services
             on a transitional basis following the Separation. Please update
this statement to reflect
             the current status of the contract.
Cover Page

3.       For each of the securities being registered for resale, disclose the
price that the selling
         securityholders paid for such securities.
4.       Disclose the exercise prices of the warrants compared to the market
price of the
         underlying securities. If the warrants are out the money, please
disclose the likelihood that
         warrant holders will not exercise their warrants. Provide similar
disclosure in the
         prospectus summary, risk factors, MD&A and use of proceeds section and
disclose that
         cash proceeds associated with the exercises of the warrants are
dependent on the stock
         price. As applicable, describe the impact on your liquidity and update
the discussion on
         the ability of your company to fund your operations on a prospective
basis with your
         current cash on hand.
5.       We note that the shares being registered for resale will constitute a
considerable
         percentage of your public float. We also note that some of the shares
being registered for
         resale were purchased by the selling securityholders for prices
considerably below the
         current market price of the common stock. Highlight the significant
negative impact sales
         of shares on this registration statement could have on the public
trading price of the
         common stock.
Risk Factors
Risks Related to Our Common Stock and Warrants
Future sales of shares of Common Stock may depress its stock price., page 52

6.       We note your risk factor stating that future sales of shares of common
stock may depress
         stock prices of your common stock. Please revise this risk factor to
highlight the negative
         pressure potential sales of shares pursuant to this registration
statement could have on the
         public trading price of your common stock. To illustrate this risk,
disclose the purchase
         price of the securities being registered for resale and the percentage
that these shares
         currently represent of the total number of shares outstanding. Also
disclose that even
         though the current trading price is at or significantly below the SPAC
IPO price, the
         private investors/selling securityholders have an incentive to sell
because they will still
         profit on sales because of the lower price that they purchased their
shares than the public
         investors.
 Matthew Foehr
OmniAb, Inc.
December 19, 2022
Page 3
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
74

7.       Please expand your discussion here to reflect the fact that this
offering involves the
         potential sale of a substantial portion of shares for resale and
discuss how such sales could
         impact the market price of the company   s common stock. Your
discussion should
         highlight the fact that Avista Acquisition LP II, a beneficial owner
of over 21% of your
         outstanding shares, will be able to sell all of its shares for so long
as the registration
         statement of which this prospectus forms a part is available for use.
Liquidity and Capital Resources, page 78

8.       We note that the projected revenues for 2022 were $72 million, as set
forth in the
         unaudited projected financial information management prepared and
provided to the
         board, the company   s financial advisors and the SPAC in connection
with the evaluation
         of the business combination. We also note that your actual revenues
for the Nine Months
         Ended September 30, 2022 was approximately $23.7 million. It appears
that you will miss
         your 2022 revenue projection. Please update your disclosure in
Liquidity and Capital
         Resources, and elsewhere, to provide updated information about the
company   s financial
         position and further risks to the business operations and liquidity in
light of these
         circumstances.
9.     In light of the unlikelihood that the company will receive significant
proceeds from
       exercises of the warrants because of the disparity between the exercise
price of the
       warrants and the current trading price of the common stock, expand your
discussion of
FirstName LastNameMatthew Foehr
       capital resources to address any changes in the company   s liquidity
position since the
Comapany    NameOmniAb,
       business  combination. Inc.
                                If the company is likely to have to seek
additional capital, discuss
       the effect
December          of this
            19, 2022  Pageoffering
                            3       on the company   s ability to raise
additional capital.
FirstName LastName
 Matthew Foehr
FirstName LastNameMatthew Foehr
OmniAb, Inc.
Comapany19,
December  NameOmniAb,
              2022        Inc.
December
Page 4    19, 2022 Page 4
FirstName LastName
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

      Please contact Nicholas Nalbantian at 202-551-7470 or Donald Field at
202-551-
3680 with any questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Trade &
Services
cc:      Matthew Bush