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The information in this preliminary proxy statement/prospectus/information statement is not complete and may be changed. The registrant may not sell the securities described in this preliminary proxy statement/prospectus/information statement until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus/information statement is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Exhibit 99.1

PRELIMINARY — SUBJECT TO COMPLETION, DATED AUGUST 22, 2022

AVISTA PUBLIC ACQUISITION CORP. II

A Cayman Islands Exempted Company
(Company Number 306402)
65 East 55th Street, 18th Floor
New York, NY 10022

PROXY STATEMENT FOR
EXTRAORDINARY GENERAL MEETING OF
AVISTA PUBLIC ACQUISITION CORP. II
(A CAYMAN ISLANDS EXEMPTED COMPANY)

PROSPECTUS FOR
149,137,552 SHARES OF COMMON STOCK AND
7,666,667 REDEEMABLE WARRANTS
OF
AVISTA PUBLIC ACQUISITION CORP. II
(AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE
OF DELAWARE), THE CONTINUING ENTITY FOLLOWING THE DOMESTICATION, WHICH WILL BE RENAMED “OMNIAB, INC.” IN CONNECTION WITH
THE BUSINESS COMBINATION DESCRIBED HEREIN

Dear Avista Public Acquisition Corp. II Shareholders:

You are cordially invited to attend an extraordinary general meeting (the “extraordinary general meeting”) of Avista Public Acquisition Corp. II., a Cayman Islands exempted company (“APAC”), at the offices of Weil, Gotshal & Manges LLP, located at 767 Fifth Avenue, New York, NY 10153, at [•], Eastern Time, on [•], 2022, or at such other time and place to which the meeting may be adjourned. Rather than attending in person, we encourage you to attend via live webcast at [•].

At the extraordinary general meeting, APAC shareholders will be asked to consider and vote upon a proposal, which is called the “Business Combination Proposal” and described in further detail below, to approve the business combination between APAC and OmniAb, Inc. (“OmniAb”), a Delaware corporation that will own and operate the antibody discovery business of Ligand Pharmaceuticals Incorporated, a Delaware corporation and currently the parent company of OmniAb (“Ligand”). The business combination will be effected by the transaction steps set forth in the Agreement and Plan of Merger, dated as of March 23, 2022 (as the same may be amended, the “Merger Agreement”), by and among Ligand, OmniAb, APAC, and Orwell Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of APAC (“Merger Sub”), and the related transaction documents named therein. The business combination is being accomplished through what is commonly referred to as a “Reverse Morris Trust” transaction.

As further described in the accompanying proxy statement/prospectus/information statement, the business combination of APAC and OmniAb contemplated by the Merger Agreement (the “Business Combination”) will be accomplished by way of the following transaction steps:

•

APAC’s jurisdiction of incorporation will be changed by its deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware at least one (1) business day prior to the consummation of the Merger (as defined below) (the “Domestication”). As more fully described elsewhere in the accompanying proxy statement/prospectus/information statement, you will be asked to consider and vote upon a proposal to approve the Domestication (the “Domestication Proposal”). In connection with the consummation of the Domestication, APAC will change its name to “OmniAb, Inc.” (APAC, following the Domestication, is sometimes referred to in the proxy statement/prospectus/information statement as “New OmniAb”);

•

$0.0001 per share, of New OmniAb (the “New OmniAb Common Stock”), (2) each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of APAC (the “APAC Class B Ordinary Shares”) will convert automatically, on a one-for-one basis, into a share of New OmniAb Common Stock, (3) each then issued and outstanding warrant of APAC (the “APAC Warrants”) will convert automatically into a warrant to acquire one share of New OmniAb Common Stock (the “New OmniAb Warrants”) pursuant to the Warrant Agreement, dated August 9, 2021 (the “Warrant Agreement”), by and between APAC and Continental Stock Transfer & Trust Company (“Continental”), a New York corporation, as warrant agent, and (4) each then issued and outstanding unit of APAC (the “APAC Units”), will separate and convert automatically into one share of New OmniAb Common Stock and one-third of one New OmniAb Warrant. As used in the accompanying proxy statement/prospectus/information statement, “public shares” shall mean the APAC Class A Ordinary Shares (including those that underlie the APAC Units) that were issued pursuant to APAC’s initial public offering and the shares of New OmniAb Common Stock issued as a matter of law upon the conversion thereof on the effective date of the Domestication, as applicable. For further details, see “Shareholder Proposal No. 2 — The Domestication Proposal” in the accompanying proxy statement/prospectus/information statement;

•

Pursuant to a Separation and Distribution Agreement, dated as of March 23, 2022, by and among Ligand, OmniAb and APAC (the “Separation Agreement”), Ligand will, among other things and subject to the terms and conditions of the Separation Agreement, transfer the OmniAb Business (as defined below), including certain related subsidiaries of Ligand, to OmniAb (the “Separation”) and make a contribution to the capital of OmniAb of $15,000,000, less certain transaction and other expenses;

•

Following the Separation and on the day of the Merger described below, Ligand will distribute (the “Distribution”) to Ligand stockholders 100% of the common stock of OmniAb, par value $0.001 per share (the “OmniAb Common Stock”) on a pro rata basis;

•

Pursuant to the Employee Matters Agreement, dated March 23, 2022, as amended by that certain Amended and Restated Employee Matters Agreement, dated as of August 18, 2022, (the “Employee Matters Agreement”), by and among Ligand, OmniAb, APAC and Merger Sub, at the time of the Distribution, (i) each existing Ligand equity award granted prior to March 2, 2022, with certain limited exceptions, will be split into (A) a new Ligand equity award (B) a new OmniAb Equity Award, with any in-the-money value in the original Ligand equity award split between such awards based on the relative values of Ligand and OmniAb at the time of the Distribution, and (ii) each existing Ligand equity award granted on or after March 2, 2022 will be converted into either (A) if the holder will be a Ligand service provider following the Distribution, an adjusted Ligand equity award, or (B) if the holder will be an OmniAb service provider following the Distribution, a New OmniAb Equity Award, with the intrinsic value of such adjusted or converted award equal to the intrinsic value in the original Ligand equity award based on the relative values of Ligand and OmniAb at the time of the Distribution;

•

Pursuant to the Amended and Restated Forward Purchase Agreement, dated March 23, 2022 (the “A&R FPA”), by and among APAC, Avista Acquisition LP II (the “Sponsor”) and OmniAb, New OmniAb will issue and sell to the Sponsor 1,500,000 shares of New OmniAb Common Stock and warrants to acquire 1,666,667 shares of New OmniAb Common Stock for an aggregate purchase price of $15,000,000, with such purchase to be consummated following the Domestication and prior to the Merger (the “Forward Purchase”). In addition, pursuant to the A&R FPA, the Sponsor has agreed to purchase up to an additional 10,000,000 shares of New OmniAb Common Stock (the “Redemption Backstop”) and up to an additional 1,666,667 New OmniAb Warrants, for an aggregate additional purchase price of up to $100,000,000, in order to backstop shareholder redemptions to the extent such redemptions would result in the cash proceeds available to the combined company following the Business Combination from APAC’s trust account to be less than $100,000,000; and

•

Following the above steps, Merger Sub will merge with and into OmniAb (the “Merger”), with OmniAb continuing as the surviving company in the Merger and a wholly-owned subsidiary of APAC. As a result of the Merger, the existing shares of OmniAb Common Stock will automatically convert into the right to receive shares of New OmniAb Common Stock in accordance with an exchange ratio described below. In addition, in connection with the consummation of the Merger and prior to the consummation of the Domestication, the surviving company will be renamed “OmniAb Operations, Inc.” (New OmniAb, following the consummation of the Business Combination, is sometimes referred to in the accompanying proxy statement/prospectus/information statement as the “combined company”).

In addition to the Business Combination Proposal and the Domestication Proposal, you will also be asked to consider and vote upon (1) a proposal to approve and adopt the proposed certificate of incorporation and bylaws of New OmniAb in connection with the Domestication (the “Organizational Documents Proposal”), (2) proposals to approve, on a non-binding advisory basis, certain material differences between APAC’s Amended and Restated Memorandum and Articles of Association (as it may be amended from time to time, the “Cayman Constitutional Documents”) and the proposed certificate of incorporation and bylaws of New OmniAb, presented separately in accordance with the United States Securities and Exchange Commission’s requirements (collectively, the “Non-Binding Governance Proposals”), (3) a proposal to approve for the purposes of complying with the applicable provisions of Nasdaq Stock Market Rule 5635, the issuance of shares of New OmniAb Common Stock in connection with the Domestication, the Forward Purchase, the Redemption Backstop and the Merger (the “Stock Issuance Proposal”), (4) a proposal to approve the adoption by New OmniAb of the OmniAb, Inc. 2022 Incentive Award Plan (the “Incentive Plan Proposal”), (5) a proposal to approve the adoption by New OmniAb of the OmniAb, Inc. 2022 Employee Stock Purchase Plan (the “ESPP Proposal”), (6) a proposal to elect seven directors to the New OmniAb board of directors (the “New OmniAb Board”) effective as of the closing of the Business Combination (the “Closing”) (the “Director Election Proposal”), and (7) a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event that there are not sufficient votes to constitute a quorum or approve and adopt any one or more of the foregoing proposals at the extraordinary general meeting (the “Adjournment Proposal”).

The transactions contemplated by the Merger Agreement will be consummated only if the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal, and the Director Election Proposal (collectively the “Condition Precedent Proposals”) are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of the others. Each of these proposals is more fully described in the accompanying proxy statement/prospectus/information statement, which each shareholder is encouraged to read carefully and in its entirety.

The total number of shares of New OmniAb Common Stock to be received by OmniAb’s stockholders (as of immediately after consummation of the Distribution) or reserved for issuance pursuant to the New OmniAb Equity Awards into which OmniAb Equity Awards are converted (other than the OmniAb Earnout Shares (as defined below) and other than out-of-the-money OmniAb Options (each, an “Out-of-the-Money OmniAb Option”) will be equal to the quotient obtained by dividing (x) the sum of (i) $850,000,000, plus (ii) the aggregate exercise price of all in-the-money options to purchase OmniAb Common Stock that are outstanding immediately prior to the effective time of the Merger (the “Effective Time”), as determined on an aggregate basis (each, an “In-the-Money OmniAb Option”), by (y) $10.00 (the “Aggregate Merger Consideration”). In addition to the Aggregate Merger Consideration, holders of OmniAb Common Stock and New OmniAb Equity Awards will also receive at the Closing earnout consideration in the form of an additional 15,000,000 shares of New OmniAb Common Stock (the “OmniAb Earnout Shares”), with 50% of such earnout shares vesting upon the achievement of a post-transaction volume-weighted average price (“VWAP”) of $12.50 per share of New OmniAb 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 $15.00 per share of New OmniAb Common Stock for any 20 trading days over a consecutive 30 trading-day period, in each case provided such vesting occurs during the five-year period following the Closing; provided, that in the event of a Change of Control (as defined in the Merger Agreement) between the date of the Closing to and including the fifth anniversary of the date of the Closing pursuant to which New OmniAb or any of its stockholders have the right to receive, directly or indirectly, cash, securities or other property attributing a value of at least $12.50 (with respect to 50% of the OmniAb Earnout Shares) or $15.00 (with respect to all OmniAb Earnout Shares) per share of New OmniAb Common Stock, and such Change of Control has been approved by a majority of the independent directors of the New OmniAb Board, then such OmniAb Earnout Shares shall be deemed to have vested immediately prior to such Change of Control.

As a result of and upon the Closing, among other things, each outstanding share of OmniAb Common Stock (other than Treasury Shares (as defined below)), will be cancelled upon the Effective Time in exchange for the right to receive (i) a number of shares of New OmniAb Common Stock equal to the quotient obtained by dividing (x) the Aggregate Merger Consideration by (y) the aggregate number of shares of OmniAb Common Stock that are outstanding on a fully diluted basis as of immediately prior to the Effective Time (excluding any shares underlying options to purchase OmniAb Common Stock other than In-the-Money OmniAb Options), determined in accordance with the terms of the Merger Agreement (the “Base Exchange Ratio”), and (ii) a number of OmniAb Earnout Shares equal to the quotient obtained by dividing

(x) 15,000,000 by (y) the aggregate number of shares of OmniAb Common Stock that are outstanding on a fully diluted basis as of immediately prior to the Effective Time, determined in accordance with the terms of the Merger Agreement (the “Earnout Exchange Ratio”).

In addition, all (i) options to purchase shares of OmniAb Common Stock (each, an “OmniAb Option”), (ii) restricted stock units relating to OmniAb Common Stock (each, an “OmniAb RSU”) and (iii) performance-vesting restricted stock units relating to OmniAb Common Stock (each, an “OmniAb PSU,” and together with the OmniAb Options and the OmniAb RSUs, the “OmniAb Equity Awards”), in each case, that are outstanding as of immediately prior to the Effective Time, will be converted into such number of (a) options to purchase shares of New OmniAb Common Stock (each, a “New OmniAb Option”), (b) restricted stock units relating to shares of New OmniAb Common Stock (each, a “New OmniAb RSU”) and (c) performance-vesting restricted stock units relating to shares of New OmniAb Common Stock (each, a “New OmniAb PSU”), respectively, in each case, equal to (1) the number of shares of OmniAb Common Stock underlying such OmniAb Equity Awards immediately prior to the Effective Time multiplied by (2) the Base Exchange Ratio. Each holder of an OmniAb Option, OmniAb RSU and/or OmniAb PSU will also receive a number of OmniAb Earnout Shares equal to the number of shares of OmniAb Common Stock underlying such OmniAb Options, OmniAb RSUs and/or OmniAb PSUs, as applicable, multiplied by the Earnout Exchange Ratio, and the exercise price of each outstanding New OmniAb Option will be equal to the exercise price of the pre-conversion OmniAb Option divided by the Base Exchange Ratio.

The calculation of the total number of shares of New OmniAb Common Stock to be received by OmniAb’s (Ligand’s) stockholders in the Business Combination, the Base Exchange Ratio and the Earnout Exchange Ratio will be based on the number of outstanding OmniAb Equity Awards (OmniAb Options, OmniAb RSUs and OmniAb PSUs) following the Distribution, including the exercise prices of the OmniAb Options, and the number of shares of Ligand Common Stock outstanding as of the Ligand Record Date for the Distribution. The calculation of the number and exercise prices of the OmniAb Equity Awards will be based on the relative trading values of the Ligand Common Stock in the “regular way” and “ex-distribution” markets during the five-trading-day period prior to the Closing. As such, the total number of shares of New OmniAb Common Stock to be received by OmniAb’s (Ligand’s) stockholders and the Base Exchange Ratio and Earnout Exchange Ratio are not determinable until the Closing. However, for illustrative purposes, based on an assumed trading price of Ligand Common Stock of $89.22 per share (the closing price of the Ligand Common Stock on June 30, 2022) and the number of shares of Ligand Common Stock and equity awards outstanding as of June 30, 2022, and an assumed trading price of Ligand Common Stock in the “regular way” and “ex-distribution” trading markets of $89.22 and $40.20 per share, respectively, there would be an aggregate of 97,731,592 shares of New OmniAb Common Stock (inclusive of the Earnout Shares) received by OmniAb’s (Ligand’s) stockholders in the Business Combination; there would be 13,587,254 OmniAb Options and an aggregate of 1,402,039 OmniAb RSUs and OmniAb PSUs outstanding following the Distribution and the Base Exchange Ratio and the Earnout Exchange Ratio would be approximately 4.9 and 0.75, respectively. As discussed above, the exact number of shares to be received by OmniAb’s (Ligand’s) stockholders and related exchange ratios will not be calculable until the Closing, and the trading price of Ligand Common Stock in the “regular way” and “ex-distribution” markets may fluctuate and be materially different than this illustrative example. See “Questions and Answers” on pages 20-21 in the accompanying proxy statement/prospectus/information statement for a description of these markets for Ligand Common Stock.

It is anticipated that, following the Business Combination, (1) APAC’s public shareholders are expected to own approximately 18.0% (assuming no public shareholders exercise their redemption rights in connection with the Business Combination (the “no redemption scenario”)) or 0% (assuming that 23,000,000 APAC Class A Ordinary Shares are redeemed in connection with the Business Combination and the Sponsor funds $100,000,000 pursuant to the Redemption Backstop provided for in the A&R Forward Purchase Agreement (the “maximum redemption scenario”)) of the outstanding shares of New OmniAb Common Stock, (2) OmniAb stockholders (without taking into account any public shares held by Ligand stockholders prior to the consummation of the Business Combination) are expected to own approximately 76.3% (assuming the no redemption scenario) or 85.0% (assuming the maximum redemption scenario) of the outstanding shares of New OmniAb Common Stock and (3) the Sponsor and related parties are expected to collectively own approximately 5.7% (assuming the no redemption scenario) or 15.0% (assuming the maximum redemption scenario) of the outstanding shares of New OmniAb Common Stock. These percentages (i) assume that (a) New OmniAb issues 97,731,592 shares of New OmniAb Common Stock to former stockholders of OmniAb and former holders of OmniAb Equity Awards as of immediately prior to the Effective Time (based on the illustrative calculations discussed in the preceding paragraph), (b) that New OmniAb issues 1,500,000 shares of New OmniAb Common Stock to the Sponsor pursuant to the Forward

Purchase and (c) solely in the case of the maximum redemption scenario, that New OmniAb issues an additional 10,000,000 shares of New OmniAb Common Stock to the Sponsor pursuant to the Redemption Backstop, (ii) exclude all New OmniAb Options that may be exercisable for shares of New OmniAb Common Stock, New OmniAb RSUs and New OmniAb PSUs, (iii) include the Sponsor Earnout Shares and the OmniAb Earnout Shares and (iv) exclude the impact of any New OmniAb Warrants that will be outstanding following the Business Combination. If the actual facts are different from the no redemption scenario or maximum redemption scenario, the percentage ownership of New OmniAb held by such constituencies will be different.

In connection with the Business Combination, certain related agreements have been, or will be, entered into on or prior to the date of the Closing, including (i) the Separation Agreement, (ii) the A&R Registration Rights Agreement (as defined below), (iii) the Tax Matters Agreement (as defined below), (iv) the Employee Matters Agreement, (v) the Transition Services Agreements (as defined below), (vi) the A&R FPA, and (vii) the Sponsor Insider Agreement (as defined below). The A&R Registration Rights Agreement will also provide that the Sponsor’s right to designate individuals to be appointed or nominated for election to the APAC Board will be reduced from three (3) individuals to one (1) individual, and that such right will only exist until the later of (i) such time as the Sponsor ceases to beneficially own at least 10% of APAC’s outstanding voting stock and (ii) subject to compliance with the rules of Nasdaq, the third anniversary of the date of the Merger Agreement. Moreover, any individual nominated by the Sponsor will require the consent of the New OmniAb Board, subject to certain exceptions. For additional information, see “Shareholder Proposal No. 1 — The Business Combination Proposal — Summary of the Separation Agreement” and “— Summary of the Ancillary Agreements” in the accompanying proxy statement/prospectus/information statement.

Pursuant to the Cayman Constitutional Documents, any holder of public shares (a “public shareholder”), excluding shares held by the Sponsor and certain related parties, may request that APAC redeem all or a portion of such shareholder’s public shares for cash if the Business Combination is consummated. Holders of APAC Units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their APAC Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds APAC Units registered in its own name, the holder must contact Continental, APAC’s transfer agent, directly and instruct it to do so. Public shareholders may elect to redeem their public shares even if they vote “for” the Business Combination Proposal or any other Condition Precedent Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, APAC will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of [•], 2022, this would have amounted to approximately $[•] per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and, accordingly, it is shares of New OmniAb Common Stock that will be redeemed immediately after consummation of the Business Combination. See “Extraordinary General Meeting of APAC — Redemption Rights” in the accompanying proxy statement/prospectus/information statement for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor and each director of APAC have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, including the Condition Precedent Proposals, and to waive their redemption rights in connection with the consummation of the Business Combination with respect to any ordinary shares held by them. Such persons agreed to waive their redemption rights in order to induce APAC and APAC’s underwriter to enter into the underwriting agreement executed and

delivered in connection with the initial public offering. The Class B Ordinary Shares held by the Sponsor and such other persons will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus/information statement, the Sponsor and APAC’s directors, collectively, own 20% of the issued and outstanding ordinary shares of APAC.

The Merger Agreement provides that the obligations of the parties to consummate the Merger are conditioned on, among other things, (i) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) receipt of required consents and approvals from certain governmental authorities, (iii) no agreement between Ligand or APAC and any governmental authority pursuant to which Ligand or APAC has agreed not to consummate the Business Combination shall be in effect, (iv) no governmental authority of competent jurisdiction shall have enacted, issued or granted any law (whether temporary, preliminary or permanent), in each case that is in effect and which has the effect of restraining, enjoining or prohibiting the consummation of the transaction, (v) APAC shall have at least $5,000,001 of net tangible assets as of the Closing, (vi) the New OmniAb Common Stock issuable pursuant to the Business Combination shall have been approved for listing on Nasdaq, subject to official notice of issuance, (vii) Ligand, OmniAb, APAC and Merger Sub shall each have performed and complied in all material respects with the obligations, covenants and agreements required by the Merger Agreement to be performed or complied with by it at or prior to the Effective Time, (viii) customary bring down conditions related to the accuracy of the parties’ respective representations and warranties in the Merger Agreement, (ix) the consummation of the Separation, the Distribution and the other transactions contemplated by the Separation Agreement, (x) each of APAC’s and OmniAb’s registration statements to be filed with the United States Securities and Exchange Commission shall have become effective, (xi) APAC’s shareholder approval of the Condition Precedent Proposals shall have been obtained and (xii) the receipt by Ligand and APAC of certain tax opinions. In addition, the respective obligations of OmniAb and Ligand to consummate the Business Combination are conditioned upon, among other items, the completion of the Forward Purchase and the Redemption Backstop, the resignation of all directors and all executive officers of APAC and the occurrence of the Domestication. APAC’s obligation to consummate the Business Combination is also conditioned on there having been no “Material Adverse Effect” on OmniAb since the date of the Merger Agreement that is continuing.

The Merger Agreement is also subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus/information statement. There can be no assurance that the parties to the Merger Agreement would waive any such provision of the Merger Agreement if it is not satisfied as of the time of satisfaction of all other conditions precedent to the Merger.

APAC is providing the accompanying proxy statement/prospectus/information statement and accompanying proxy card to APAC’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments of the extraordinary general meeting. Information about the extraordinary general meeting, the Business Combination and other related business to be considered by APAC’s shareholders at the extraordinary general meeting is included in the accompanying proxy statement/prospectus/information statement. Whether or not you plan to attend the extraordinary general meeting, all of APAC’s shareholders are urged to read the accompanying proxy statement/prospectus/information statement, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 92 of the accompanying proxy statement/prospectus/information statement.

After careful consideration, the board of directors of APAC (the “APAC Board”) has unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” the Business Combination Proposal and the Domestication Proposal and “FOR” all other proposals presented to APAC’s shareholders in the accompanying proxy statement/prospectus/information statement. When you consider the recommendation of these proposals by the APAC Board, you should keep in mind that APAC’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — Interests of APAC’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus/information statement for a further discussion of these considerations.

The approval of the Business Combination Proposal, the Domestication Proposal and the Organizational Documents Proposal each requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds majority of the APAC ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The Non-Binding

Governance Proposals (which are constituted of non-binding advisory proposals), the Director Election Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal each requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus/information statement to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. In most cases you may vote by telephone or over the Internet as instructed. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of the others. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus/information statement. The Non-Binding Governance Proposals are constituted of non-binding advisory proposals.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. An abstention will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting. A broker non-vote, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

If you have any questions or need assistance voting your ordinary shares, please contact D.F. King & Co., Inc., our proxy solicitor, by calling (888) 887-0082, or banks and brokers can call collect at (212) 269-5550 or by emailing AHPA@dfking.com.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO APAC’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of the APAC Board, we would like to thank you for your support and look forward to the successful completion of the Business Combination.

Sincerely,

Thompson Dean
Chairman of the APAC Board

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS/INFORMATION STATEMENT, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/

[ • ], 2022

Dear Ligand Stockholder:

On November 9, 2021, we announced we were pursuing plans to split our company into two separate, publicly traded companies, with one featuring the OmniAb business and the other featuring Ligand’s remaining businesses. We considered multiple ways to pursue a separation with the goals of ensuring a smooth transition of operations, a healthy balance sheet for both OmniAb and Ligand, and support from investors. On February 17, 2022, we announced our intention to accomplish this separation via a distribution to our stockholders of outstanding shares of common stock of OmniAb, Inc. held by Ligand. Subsequently, we received an offer from Avista Public Acquistion Corp. II (“APAC”) to complete a business combination. The APAC team is comprised of high-quality healthcare operators and investors with an excellent track record. They have done extensive due diligence and see the potential and value of OmniAb, a highly competitive, leading platform with strong momentum given recent major clinical and regulatory successes. We are very pleased to partner with APAC and its shareholders to take OmniAb public.

The spin-off of OmniAb through the business combination with APAC is intended to create two companies with dedicated operational focus, business-specific capital allocation, agility to meet partner needs, and compelling focused investment profiles. OmniAb’s business will include the Ab Initio computational antigen design technology, Icagen’s ion channel technology, the xPloration high-throughput screening technology, and the suite of OmniAb transgenic animals used for antibody discovery. Ligand will continue to focus on its existing collection of core royalties and technologies, pipeline and contracts associated with the Pelican protein expression platform and the Captisol business. We believe more than ever that OmniAb offers one of the industry’s leading antibody discovery platforms and that the business is primed for success for years to come. We believe we have been operating two distinct, high-growth companies within Ligand. We are excited to create two independent companies and accelerate investment into the OmniAb platform and technologies to further drive value for our stockholders.

The separation will provide current Ligand stockholders with ownership interests in both Ligand and OmniAb. The principal transactions described in this document include the following:

•

Separation — Ligand and certain of Ligand’s subsidiaries will engage in a series of transactions to transfer OmniAb’s business, including certain related subsidiaries of Ligand, to OmniAb, Inc. and make a contribution to the capital of OmniAb of $15,000,000, less certain transaction and other expenses

•

Distribution — Ligand will distribute to Ligand stockholders 100% of the common stock of OmniAb on a pro rata basis;

•

Merger — Immediately after the distribution, OmniAb will merge with an APAC subsidiary and continue as a wholly owned subsidiary of APAC. As a result of the merger, the existing shares of OmniAb common stock will automatically convert into the right to receive shares of APAC common stock in accordance with an exchange ratio described below.

You do not need to take any action to receive the shares of OmniAb common stock to which you are entitled as a Ligand stockholder. You also do not need to pay any consideration or surrender or exchange any shares of Ligand common stock.

I encourage you to read the proxy statement/prospectus/information statement. The proxy statement/prospectus/information statement describes the separation, the distribution and the merger in detail and contains important business and financial information about OmniAb and APAC as well as the combined company.

[ • ], 2022

Dear Future OmniAb Stockholder:

We are excited to welcome you as a stockholder of New OmniAb, which will be a separate company after its upcoming spin-off from Ligand and business combination with APAC. We are proud of our accomplishments and growth to date and plan to further expand on our successes moving forward.

The OmniAb discovery platform provides our pharmaceutical industry partners access to diverse antibody repertoires and high-throughput screening technologies to enable discovery of next-generation therapeutics. At the heart of the OmniAb platform is the Biological Intelligence (BI) of our proprietary transgenic animals, including OmniRat, OmniChicken and OmniMouse that have been genetically modified to generate antibodies with human sequences to facilitate development of human therapeutic candidates. OmniFlic (transgenic rat) and OmniClic (transgenic chicken) address industry needs for bispecific antibody applications through a common light chain approach, and OmniTaur features unique structural attributes of cow antibodies for complex targets. We believe the OmniAb animals comprise the most diverse host systems available in the industry and they are optimally leveraged through computational antigen design and immunization methods, paired with high-throughput single B cell screening and deep computational analysis of next-generation sequencing datasets to identify fully human antibodies with superior performance and developability characteristics. An established core competency focused on ion channels and transporters further differentiates our technology and creates opportunities to further leverage across modalities, including antibody-drug conjugates and others. The OmniAb suite of technologies and differentiating computational capabilities and BI features are combined to offer a highly efficient and customizable end-to-end solution for the growing discovery needs of the global pharmaceutical industry.

Our mission is to enable the rapid development of innovative therapeutics by pushing the frontiers of drug discovery technologies. We intend to achieve this mission by enabling the discovery of high-quality therapeutic candidates and by being the partner of choice for pharmaceutical and biotechnology companies. As a standalone company in partnership with the APAC team, we believe we will be well positioned to unleash the full potential of our platform through dedicated operational focus by all members of the new OmniAb team and a capital structure appropriate to our business strategy which will further our ability to meet our partners’ needs.

I personally invite you to learn more about OmniAb by reading the accompanying proxy statement/prospectus/information statement. We have applied to be listed on the Nasdaq Global Market under the symbol “OABI.”

This is an exciting opportunity and the time is right to establish a standalone company. With our heritage and solid foundation derived from Ligand and the capital raised from the merger with APAC, we believe OmniAb is in an excellent place from which to launch an even brighter future. I and the whole team at OmniAb look forward to building a stronger and more successful company that benefits our stockholders, our other stakeholders and the world.

							Sincerely,
							Matthew W. Foehr President and Chief Executive Officer OmniAb, Inc.

AVISTA PUBLIC ACQUISITION CORP. II

A Cayman Islands Exempted Company
(Company Number 306402)
65 East 55th Street, 18th Floor
New York, NY 10022

NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON [•], 2022

TO THE SHAREHOLDERS OF AVISTA PUBLIC ACQUISITION CORP. II:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “extraordinary general meeting”) of Avista Public Acquisition Corp. II, a Cayman Islands exempted company, company number 306402 (“APAC”), will be held at the offices of Weil, Gotshal & Manges LLP, located at 767 Fifth Avenue, New York, NY 10153, at [•] Eastern Time, on [•], 2022. Cayman Islands law requires there to be a physical location for the extraordinary general meeting. However, given the ongoing global pandemic, the extraordinary general meeting will also be held virtually via live webcast. As such, APAC shareholders may attend the extraordinary general meeting by visiting the extraordinary general meeting website at [•], where they will be able to listen to the meeting live and vote during the meeting. We are pleased to utilize virtual shareholder meeting technology to (i) provide ready access and cost savings for APAC shareholders and APAC and (ii) protect the health and safety of our shareholders. You are cordially invited to attend the extraordinary general meeting, which will be held for the following purposes:

Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve by special resolution and adopt (i) the Agreement and Plan of Merger, dated as of March 23, 2022 (the “Merger Agreement”), by and among APAC, Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Ligand”), OmniAb, Inc., a Delaware corporation and wholly-owned subsidiary of Ligand (“OmniAb”), and Orwell Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of APAC (“Merger Sub”), (ii) the Transaction Documents (as defined in the Merger Agreement) and (iii) each of the transactions contemplated thereby, in each case, in accordance with the terms and subject to the conditions set forth in the Merger Agreement and such Transaction Documents, as more fully described elsewhere in the accompanying proxy statement/prospectus/information statement (the “Business Combination Proposal”);

Proposal No. 2 — The Domestication Proposal — to consider and vote upon a proposal to approve by special resolution the change of APAC’s jurisdiction of incorporation (the “Domestication”), by deregistering as an exempted company in the Cayman Islands and continuing and domesticating under the name “OmniAb, Inc.” as a corporation incorporated under the laws of the State of Delaware (the “Domestication Proposal”);

Proposal No. 3 — The Organizational Documents Proposal — to consider and vote upon a proposal to approve by special resolution and adopt the proposed new certificate of incorporation (the “Proposed Certificate of Incorporation”) and the proposed new bylaws (the “Proposed Bylaws”) of APAC after giving effect to the Domestication (“New OmniAb”) (the “Organizational Documents Proposal”);

Proposal No. 4 — The Non-Binding Governance Proposals — to consider and vote upon, on a non-binding advisory basis, certain material differences between APAC’s Amended and Restated Memorandum and Articles of Association (as it may be amended from time to time, the “Cayman Constitutional Documents”) and the Proposed Certificate of Incorporation and Proposed Bylaws, presented separately in accordance with the United States Securities and Exchange Commission requirements (collectively, the “Non-Binding Governance Proposals”);

Proposal No. 5 — The Stock Issuance Proposal — to consider and vote upon a proposal to approve by ordinary resolution, for the purposes of complying with the applicable provisions of Nasdaq Rule 5635, the issuance of shares of common stock, par value $0.0001, of New OmniAb pursuant to (a) the Domestication, (b) the Forward Purchase, (c) the Redemption Backstop and (d) the Merger, as each of the capitalized terms used in clauses (b), (c) and (d) are defined in the Merger Agreement and described in the accompanying proxy statement/prospectus/information statement (the “Stock Issuance Proposal”);

Proposal No. 6 — The Incentive Plan Proposal — to consider and vote upon a proposal to approve by ordinary resolution, the OmniAb, Inc. 2022 Incentive Award Plan (the “Incentive Plan Proposal”);

Proposal No. 7 — The ESPP Proposal — to consider and vote upon a proposal to approve by ordinary resolution, the OmniAb, Inc. 2022 Employee Stock Purchase Plan (the “ESPP Proposal”);

Proposal No. 8 — The Director Election Proposal — to consider and vote upon a proposal to elect seven directors to serve staggered terms on the New OmniAb Board upon the consummation of the Business Combination until the first, second and third annual meeting of stockholders following the date of effectiveness of the Proposed Certificate of Incorporation, as applicable, or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal (the “Director Election Proposal”); and

Proposal No. 9 — The Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient shares represented to constitute a quorum necessary to conduct business at the extraordinary general meeting or for the approval of one or more proposals at the extraordinary general meeting or to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus/information statement is provided to APAC shareholders (the “Adjournment Proposal”).

Each of Proposals No. 1 through 3 and 5 through 8 (the “Condition Precedent Proposals”) are cross-conditioned on the approval of the others. Proposal No. 9 is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus/information statement. Proposal No. 4 is constituted of non-binding advisory proposals.

These items of business are described in the accompanying proxy statement/prospectus/information statement, which we encourage you to read carefully and in its entirety before voting.

Only holders of record of APAC ordinary shares at the close of business on [•], 2022 are entitled to notice of and to vote and have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting.

The accompanying proxy statement/prospectus/information statement and accompanying proxy card is being provided to APAC’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all of APAC’s shareholders are urged to read this proxy statement/prospectus/information statement, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 92 of the accompanying proxy statement/prospectus/information statement.

After careful consideration, the APAC Board has unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Proposal and the Domestication Proposal and “FOR” all other proposals to be presented to APAC’s shareholders at the extraordinary general meeting. When you consider the recommendation of these proposals by the APAC Board, you should keep in mind that APAC’s directors and officers have interests therein that may conflict with your interests as a shareholder. See the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — Interests of APAC’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus/information statement for a further discussion of these considerations.

Pursuant to the Cayman Constitutional Documents, a holder of public shares (as defined in the accompanying proxy statement/prospectus/information statement) (a “public shareholder”) may request of APAC that APAC redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

(i)

(a) hold public shares, or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

(ii)

submit a written request to Continental Stock Transfer & Trust (“Continental”), APAC’s transfer agent, in which you (i) request that New OmniAb redeem all or a portion of your New OmniAb Common Stock for cash, and (ii) identify yourself as the beneficial holder of the New OmniAb Common Stock and provide your legal name, phone number and address; and

(iii)

deliver your public shares to Continental, APAC’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on [•], 2022 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental, APAC’s transfer agent, directly and instruct them to do so. Public shareholders may elect to redeem public shares regardless of how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank.

If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, APAC’s transfer agent, APAC will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of [•], 2022, this would have amounted to approximately $[•] per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and, accordingly, it is shares of New OmniAb Common Stock that will be redeemed promptly after consummation of the Business Combination. See “Extraordinary General Meeting of APAC — Redemption Rights” in the accompanying proxy statement/prospectus/information statement for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Avista Acquisition LP II, a Cayman Islands exempted limited partnership and shareholder of APAC (the “Sponsor”), and each director of APAC have agreed to, among other things, vote in favor of the Business Combination Proposal and the transactions contemplated thereby, including the other Condition Precedent Proposals, and to waive their redemption rights in connection with the underwriting agreement entered into in connection with the initial public offering. The APAC Class B Ordinary Shares held by the Sponsor and such other persons will be excluded from the pro rata calculation used to determine the per-share

redemption price. As of the date of the accompanying proxy statement/prospectus/information statement, the Sponsor and APAC’s directors, collectively, own 20% of the issued and outstanding ordinary shares of APAC.

The approval of the Business Combination Proposal, Domestication Proposal and the Organizational Documents Proposal each requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds majority of the APAC ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. With respect to the Domestication Proposal, a holder of APAC Class B Ordinary Shares shall have ten votes for every APAC Class B Ordinary Share of which he or she is the holder and a holder of APAC Class A Ordinary Shares shall have one vote for every APAC Class A Ordinary Share of which he or she is the holder. The Non-Binding Governance Proposals (which are comprised of non-binding advisory proposals), the Director Election Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal each requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. With respect to the Director Election Proposal, only the holders of the APAC Class B Ordinary Shares are entitled to vote.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting either virtually or in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. An abstention will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting. A broker non-vote, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote virtually or in person, you may withdraw your proxy and vote either virtually or in person.

Your attention is directed to the remainder of the accompanying proxy statement/prospectus/information statement following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read the accompanying proxy statement/prospectus/information statement carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact D.F. King & Co., Inc., our proxy solicitor, by calling (888) 887-0082, or banks and brokers can call collect at (212) 269-5550 or by emailing AHPA@dfking.com.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors of Avista Public Acquisition Corp. II, [•], 2022

Thompson Dean
Chairman of the APAC Board

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus/information statement incorporates important business and financial information that is not included in or delivered with this proxy statement/prospectus/information statement. This information is available for you to review through the SEC’s website at www.sec.gov.

You may request copies of this proxy statement/prospectus/information statement and any of the documents incorporated by reference into this proxy statement/prospectus/information statement or other publicly available information concerning APAC, without charge, by written request to APAC at Avista Public Acquisition Corp. II, 65 East 55th Street, 18th Floor, New York, NY 10022, or by telephone request at (212)-593-6900; or D.F. King & Co., Inc., APAC’s proxy solicitor, by calling (888) 877-0082 or banks and brokers can call collect at (212) 269-5550, or by emailing AHPA@dfking.com; or from the SEC through the SEC website at the address provided above.

In order for APAC’s shareholders to receive timely delivery of the documents in advance of the extraordinary general meeting of APAC to be held on [•], 2022, you must request the information no later than [•], 2022, five business days prior to the date of the extraordinary general meeting.

SELECTED DEFINITIONS

Unless otherwise stated in this proxy statement/prospectus/information statement or the context otherwise requires, references to:

•

“A&R FPA” are to that certain Amended and Restated Forward Purchase Agreement, dated March 23, 2022, by and among APAC, the Sponsor and OmniAb, which is attached hereto as Annex D;

•

“A&R Registration Rights Agreement” are to the Amended and Restated Registration and Stockholder Rights Agreement to be entered into at the Closing by and among Ligand, APAC, the Sponsor, the existing holders party to the Original Registration Rights Agreement and the new holders party thereto, the form of which is attached to this proxy statement/prospectus/information statement as Annex G;

•

“Aggregate Merger Consideration” are to a number of shares of New OmniAb Common Stock equal to the quotient obtained by dividing (i) the sum of (a) $850,000,000, plus (b) the aggregate exercise price of the OmniAb Options that are issued and outstanding immediately prior to the Effective Time, by (ii) $10.00, provided, that if the “Aggregate Merger Consideration” as so calculated (together with the number of Included OmniAb Shares, calculated including shares underlying OmniAb Options, as applicable) would result in the product of (x) the Base Exchange Ratio, multiplied by (y) $10.00, being less than the exercise price of any of the OmniAb Options issued and outstanding as of immediately prior to the Effective Time, then the calculation described in this definition shall be repeated by excluding the exercise price of all of the OmniAb Options with the highest exercise price per share from the calculation of the aggregate exercise price described in clause (i)(b) of this definition and excluding any shares underlying such OmniAb Options from the calculation of Included OmniAb Shares, in each case, on an iterative basis until the resulting calculations of Aggregate Merger Consideration and Included OmniAb Shares cause the product of (I) the Base Exchange Ratio and (II) $10.00 to be equal to or in excess of the exercise price of all of the OmniAb Options included in such calculations, and the Aggregate Merger Consideration so calculated shall be the “Aggregate Merger Consideration”;

•

“APAC,” “Company,” “we,” “us” and “our” are to Avista Public Acquisition Corp. II, a Cayman Islands exempted company prior to its domestication as a corporation in the State of Delaware, and, following its domestication, to New OmniAb or OmniAb, Inc.;

•

“APAC Board” are to the board of directors of APAC;

•

“APAC Class A Ordinary Shares” are to APAC’s Class A ordinary shares, par value $0.0001 per share;

•

“APAC Class B Ordinary Shares” are to APAC’s Class B ordinary shares, par value $0.0001 per share;

•

“APAC Private Placement Warrants” are to the 8,233,333 APAC Warrants that were issued to the Sponsor in a private placement in connection with APAC’s initial public offering and are issued and outstanding immediately prior to the Domestication;

•

“APAC Public Warrants” are to the 7,666,667 APAC Warrants, a fraction equal to one-third of which was included in each unit sold as part of APAC’s initial public offering and are issued and outstanding immediately prior to the Domestication;

•

“APAC Units” are to each issued and outstanding unit of APAC prior to the Domestication;

•

“APAC Warrants” are to warrants to purchase one (1) APAC Class A Ordinary Share at an exercise price of $11.50;

•

“Base Exchange Ratio” are to the quotient obtained by dividing (i) the number of shares constituting the Aggregate Merger Consideration by (ii) the number of Included OmniAb Shares;

•

“Business Combination” are to the combination of APAC and OmniAb pursuant to the transactions provided for and contemplated in the Merger Agreement;

•

“Cayman Constitutional Documents” are to APAC’s Amended and Restated Memorandum and Articles of Association, as amended from time to time;

•

“Cayman Islands Companies Act” are to the Companies Act (As Revised) of the Cayman Islands;

•

“Closing” are to the closing of the Business Combination;

•

“Condition Precedent Approvals” are to the approval at the extraordinary general meeting of the Condition Precedent Proposals;

•

“Condition Precedent Proposals” are to the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal, and the Director Election Proposal, collectively;

•

“Continental” are to Continental Stock Transfer & Trust Company;

•

“DGCL” are to the General Corporation Law of the State of Delaware;

•

“Domestication” are to the domestication of APAC as a corporation incorporated in the State of Delaware;

•

“Earnout Period” are to the period commencing on the date of the Closing and ending on the date that is five years after the date of the Closing;

•

“Earnout Exchange Ratio” are to the quotient obtained by dividing (i) 15,000,000 by (ii) the number of Fully-Diluted OmniAb Shares;

•

“Effective Time” are to the time at which the Merger shall become effective in accordance with the terms of the Merger Agreement;

•

“Employee Matters Agreement” are to that certain Employee Matters Agreement, dated March 23, 2022, as amended by that certain Amended and Restated Employee Matters Agreement, dated as of August 18, 2022, by and among APAC, Ligand, Merger Sub and OmniAb;

•

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

•

“extraordinary general meeting” are to the extraordinary general meeting of APAC duly called by the APAC Board and held for the purpose of considering and voting upon the proposals set forth in this proxy statement/prospectus/information statement;

•

“Forward Purchase” are to the purchase of shares and warrants of New OmniAb Common Stock to be issued to the Sponsor in a private placement transaction following the Domestication and immediately prior to the Merger pursuant to the A&R FPA, excluding the Redemption Backstop;

•

“founder shares” are to the APAC Class B Ordinary Shares, and the shares of New OmniAb Common Stock to be issued to the Sponsor and certain related parties in respect thereof in connection with the Domestication;

•

“Fully-Diluted OmniAb Shares” are to (without duplication) the aggregate number of shares of OmniAb Common Stock that are (i) issued and outstanding immediately prior to the Effective Time or (ii) issuable upon, or subject to, the exercise or settlement of OmniAb Options (whether or not then vested or exercisable), OmniAb RSUs and OmniAb PSUs, in each case, that are issued and outstanding immediately prior to the Effective Time;

•

“GAAP” are to accounting principles generally accepted in the United States of America;

•

“HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

•

“Included OmniAb Shares” are to (without duplication) the aggregate number of shares of OmniAb Common Stock that are (i) issued and outstanding immediately prior to the Effective Time or (ii) issuable upon, or subject to, the exercise or settlement (as applicable) of OmniAb Options (whether or not then vested or exercisable, but excluding any OmniAb Options excluded from the definition of “Aggregate Common Consideration Shares” set forth in the Merger Agreement pursuant to the proviso thereto), OmniAb RSUs and OmniAb PSUs, in each case, that are issued and outstanding immediately prior to the Effective Time;

•

“initial public offering” are to APAC’s initial public offering, which was consummated on August 12, 2021;

•

“Investment Company Act” are to the Investment Company Act of 1940, as amended;

•

“IPO registration statement” are to the Registration Statement on Form S-1 (333-257177) filed by APAC in connection with its initial public offering, which became effective on August 9, 2021;

•

“IRS” are to the U.S. Internal Revenue Service;

•

“JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;

•

“Ligand” are to Ligand Pharmaceuticals Incorporated, a Delaware corporation;

•

“Ligand Board” are to the board of directors of Ligand;

•

“Ligand Common Stock” are to shares of common stock of Ligand, par value $0.001 per share;

•

“Ligand Contribution” are to the cash contribution of $15,000,000, less certain transaction and other expenses, by Ligand to OmniAb prior to the Distribution pursuant to the Separation Agreement;

•

“Ligand Convertible Notes” are to Ligand’s 0.75% Convertible Senior Notes due 2023;

•

“Ligand Record Date” are to the date to be determined by the Ligand Board as the record date for determining stockholders of Ligand entitled to receive shares of OmniAb Common Stock in the Distribution;

•

“Merger” are to the merger of Merger Sub with and into OmniAb, with OmniAb surviving the merger as a wholly-owned subsidiary of APAC in accordance with the terms and subject to the conditions set forth in the Merger Agreement;

•

“Merger Agreement” are to that certain Agreement and Plan of Merger, dated as of March 23, 2022, by and among APAC, Ligand, Merger Sub and OmniAb, a copy of which is attached to this proxy statement/prospectus/information statement as Annex A;

•

“Merger Sub” are to Orwell Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of APAC;

•

“Nasdaq” are to the Nasdaq Capital Market;

•

“New OmniAb” are to APAC, following the Domestication;

•

“New OmniAb Board” are to the board of directors of New OmniAb;

•

“New OmniAb Common Stock” are to shares of common stock of New OmniAb, par value $0.0001 per share;

•

“New OmniAb Equity Award” are to equity awards into which OmniAb Equity Awards are converted upon the Closing;

•

“New OmniAb Options” are to options to purchase shares of New OmniAb Common Stock;

•

“New OmniAb PSUs” are to performance-vesting restricted stock units relating to shares of New OmniAb Common Stock;

•

“New OmniAb RSUs” are to restricted stock units relating to shares of New OmniAb Common Stock;

•

“New OmniAb Warrants” are to warrants to purchase one share of New OmniAb Common Stock at an exercise price of $11.50, including those issued as a matter of law upon conversion of the APAC Warrants at the time of the Domestication;

•

“OmniAb” are to OmniAb, Inc., a Delaware corporation and, prior to the Distribution, a wholly-owned subsidiary of Ligand, and after the Distribution, include the ownership of the OmniAb Business;

•

“OmniAb Business” are to Ligand’s antibody discovery business;

•

“OmniAb Common Stock” are to shares of common stock of OmniAb, par value $0.001 per share, outstanding prior to the Merger;

•

“OmniAb Earnout Shares” are to the earnout consideration in the form of 15,000,000 shares of New OmniAb Common Stock that the holders of OmniAb Common Stock and OmniAb Equity Awards will receive at the Closing, all of which will be automatically forfeited for no consideration if an applicable OmniAb Triggering Event has not occurred with respect to such OmniAb Earnout Shares during the period from the date of the Closing to and including the fifth anniversary of the date of the Closing;

•

“OmniAb Equity Awards” are to, collectively, the OmniAb Options, OmniAb RSUs and OmniAb PSUs;

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“OmniAb Options” are to options to purchase shares of OmniAb Common Stock;

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“OmniAb PSUs” are to performance-vesting restricted stock units relating to shares of OmniAb Common Stock;

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“OmniAb RSUs” are to restricted stock units relating to shares of OmniAb Common Stock;

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“OmniAb Triggering Event” are to (a) with respect to 50% of the OmniAb Earnout Shares, the date on which the VWAP equals or exceeds $12.50 on any 20 trading days in any 30 consecutive trading-day period, and (b) with respect any OmniAb Earnout Shares for which an OmniAb Triggering Event has not occurred with respect to clause (a), the date on which the VWAP equals or exceeds $15.00 on any 20 trading days in any 30 consecutive trading-day period; provided, that in the event of a Change of Control (as defined in the Merger Agreement) between the date of the Closing to and including the fifth anniversary of the date of the Closing pursuant to which New OmniAb or any of its stockholders have the right to receive, directly or indirectly, cash, securities or other property attributing a value of at least $12.50 (with respect to 50% of the OmniAb Earnout Shares) or $15.00 (with respect to all OmniAb Earnout Shares) per share of New OmniAb Common Stock, and such Change of Control has been approved by a majority of the independent directors of the New OmniAb Board, then an OmniAb Triggering Event shall be deemed to have occurred immediately prior to such Change of Control;

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“ordinary shares” are to the APAC Class A Ordinary Shares and the APAC Class B Ordinary Shares, collectively;

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“Person” are to any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or instrumentality or other entity of any kind;

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“pro forma” are to giving pro forma effect to the Business Combination;

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“Proposed Bylaws” are to the proposed bylaws of New OmniAb upon the effective date of the Domestication attached to this proxy statement/prospectus/information statement as Annex I;

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“Proposed Certificate of Incorporation” are to the proposed certificate of incorporation of New OmniAb upon the effective date of the Domestication attached to this proxy statement/prospectus/information statement as Annex H;

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“Proposed Organizational Documents” are to the Proposed Certificate of Incorporation and the Proposed Bylaws;

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“public shareholders” are to holders of public shares, whether acquired in APAC’s initial public offering or acquired in the secondary market;

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“public shares” are to the APAC Class A Ordinary Shares (including those included in the units) that were offered and sold by APAC in its initial public offering and registered pursuant to the IPO registration statement or the shares of New OmniAb Common Stock issued as a matter of law upon the conversion thereof at the time of the Domestication, as the context requires;

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“redemption” are to each redemption of public shares for cash pursuant to the Cayman Constitutional Documents and the Proposed Organizational Documents;

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“Redemption Backstop” are to the purchase of shares and warrants of New OmniAb Common Stock, if any, to be issued to the Sponsor in a private placement transaction following the

Domestication and immediately prior to the Merger pursuant to the A&R FPA to the extent necessary to backstop redemptions;

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“Registration Rights Agreement” are to the Amended and Restated Registration and Stockholders Rights Agreement to be entered into at the Closing, by and among APAC, the Sponsor, the directors of APAC, and certain directors and officers of OmniAb and Ligand;

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“Sarbanes Oxley Act” are to the Sarbanes-Oxley Act of 2002;

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“SEC” are to the United States Securities and Exchange Commission;

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“Securities Act” are to the Securities Act of 1933, as amended;

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“Sponsor” are to Avista Acquisition LP II, a Cayman Islands exempted limited partnership;

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“Sponsor Insider Agreement” are to that certain Sponsor Insider Letter Agreement, dated as of March 23, 2022, by and between APAC, the Sponsor, OmniAb and certain insiders of APAC, a copy of which is attached to this proxy statement/prospectus/information statement as Annex C;

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“Sponsor Earnout Shares” are to the founder shares beneficially owned by Sponsor on March 23, 2022, in an aggregate number equal to (i) 1,916,667 minus (ii) (A) 718,750 multiplied by (B) a number the numerator of which is the number of shares of New OmniAb Common Stock actually purchased pursuant to the Redemption Backstop in connection with the Closing and the denominator of which is 10,000,000, all or fifty percent of which shares will be automatically forfeited for no consideration if an applicable Sponsor Triggering Event has not occurred with respect to such Sponsor Earnout Shares during the period from the date of the Closing to and including the fifth anniversary of the date of the Closing;

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“Sponsor Triggering Event” are to, (a) with respect to 50% of the Sponsor Earnout Shares, the date on which the VWAP equals or exceeds $12.50 on any 20 trading days in any 30 consecutive trading-day period, and (b) with respect any Sponsor Earnout Shares for which a Sponsor Triggering Event has not occurred with respect to clause (a), the date on which the VWAP equals or exceeds $15.00 on any 20 trading days in any 30 consecutive trading-day period; provided, that in the event of a Change of Control (as defined in the Merger Agreement) between the date of the Closing to and including the fifth anniversary of the date of the Closing pursuant to which New OmniAb or any of its stockholders have the right to receive, directly or indirectly, cash, securities or other property attributing a value of at least $12.50 (with respect to 50% of the Sponsor Earnout Shares) or $15.00 (with respect to all Sponsor Earnout Shares) per share of New OmniAb Common Stock, as agreed in good faith by the Sponsor and the New OmniAb Board, then a Sponsor Triggering Event shall be deemed to have occurred immediately prior to such Change of Control (as defined in the Merger Agreement);

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“Tax Matters Agreement” are to the Tax Matters Agreement to be entered into at the Closing by and among APAC, Ligand and OmniAb, the form of which is attached proxy statement/prospectus/information statement as Annex E;

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“Transaction Documents” are to the Separation Agreement, the Employee Matters Agreement, the Tax Matters Agreement, the Transition Services Agreements, the A&R FPA, the Sponsor Insider Agreement and the A&R Registration Rights Agreement, in each case, including all annexes, exhibits, schedules, attachments and appendices thereto, and any certificate or other instrument delivered by any party to any other party pursuant to the Merger Agreement or any of the foregoing;

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“Transition Services Agreements” are to each of the Transition Services Agreements to be entered into at the Closing by and between Ligand and OmniAb, the forms of which are attached hereto as Annex F-1 and Annex F-2;

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“trust account” are to the trust account established at the consummation of APAC’s initial public offering and maintained by Continental, acting as trustee;

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“Treasury Shares” are to the shares of OmniAb Common Stock held in OmniAb’s treasury, which will be cancelled for no consideration in connection with the Merger;

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus/information statement 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 proxy statement/prospectus/information statement, including statements regarding the expected timing and structure of the Separation, Distribution and Merger, the ability of the parties to complete the Business Combination, the expected benefits of the Business Combination, the tax consequences of the Separation, Distribution and Merger, the amount of gross proceeds expected to be available to OmniAb after the Closing and giving effect to any redemptions by APAC shareholders, OmniAb’s future results of operations and financial position, business strategy and its expectations regarding the application of, and the rate and degree of market acceptance of, the OmniAb technology platform and other technologies, OmniAb’s expectations regarding the addressable markets for our technologies, including the growth rate of the markets in which it operates, the potential for and timing of receipt of milestones and royalties under OmniAb’s license agreements with partners, 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.

The forward-looking statements contained in this proxy statement/prospectus/information statement and in any document incorporated by reference in this proxy statement/prospectus/information statement are based on current expectations and beliefs concerning future developments and their potential effects on APAC, Ligand or OmniAb. There can be no assurance that future developments affecting APAC, Ligand or OmniAb will be those that APAC, Ligand or OmniAb have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond APAC’s control or the control of OmniAb or Ligand) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” beginning on page 92 of this proxy statement/prospectus/information statement and the following:

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the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of Ligand’s or APAC’s securities;

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the risk that APAC shareholder approval of the Condition Precedent Proposals is not obtained;

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the inability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, the amount of funds available to New OmniAb following any redemptions by APAC’s shareholders, after giving effect to the Forward Purchase and the Redemption Backstop;

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the failure to receive certain governmental and regulatory approvals;

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the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement;

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changes in general economic conditions, geopolitical risk, including as a result of the COVID-19 pandemic or the conflict between Russia and Ukraine;

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the outcome of litigation related to or arising out of the Business Combination, or any adverse developments therein or delays or costs resulting therefrom;

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the effect of the announcement or pendency of the transactions on Ligand’s, OmniAb’s or APAC’s business relationships, operating results, and businesses generally;

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the ability to continue to meet Nasdaq’s listing standards following the consummation of the Business Combination;

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the costs related to the Business Combination;

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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; and

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factors relating to the business, operations and financial performance of OmniAb and its subsidiaries, including:

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as a result of the Separation, OmniAb will lose Ligand’s brand, reputation, capital base and other resources, and may experience difficulty operating as a standalone company;

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the anticipated benefits of the Separation may not be achieved;

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OmniAb’s historical combined financial data and pro forma financial statements are not necessarily representative of the results OmniAb would have achieved as a standalone company and may not be a reliable indicator of its future results;

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OmniAb’s operating results and financial performance;

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acceptance by new and existing partners in OmniAb’s market;

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OmniAb’s future success is dependent on the eventual approval and commercialization of products developed by its partners for which we have no control over the clinical development plan, regulatory strategy or commercialization efforts;

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OmniAb’s ability to manage and grow its business and execution of its business and growth strategies;

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risks arising from changes in technology;

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the competitive environment in the life sciences and biotechnology platform market;

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failure to maintain, protect and defend our intellectual property rights;

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changes in government laws and regulations, including laws governing intellectual property, and the enforcement thereof affecting our business;

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difficulties with performance of third parties we will rely on for our business growth;

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difficulties developing and sustaining relationships with commercial counterparties;

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OmniAb may not be able to engage in certain transactions and equity issuances following the Distribution; and

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OmniAb may have certain indemnification obligations to Ligand under the Tax Matters Agreement.

Should one or more of these risks or uncertainties materialize, or should any of APAC’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. None of APAC, Ligand or OmniAb undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before any APAC shareholder grants its proxy or instructs how its vote should be cast or votes on the proposals to be put to the extraordinary general meeting, such shareholder should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus/information statement may adversely affect APAC.

QUESTIONS AND ANSWERS

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to APAC’s shareholders. APAC urges shareholders to read this proxy statement/prospectus/information statement, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the extraordinary general meeting.

How do I attend the meeting virtually?

The extraordinary general meeting will be accessible virtually via a live webcast at [•].com, at [•], Eastern Time, on [•], 2022. To participate in the virtual meeting, including the voting of shares, APAC shareholders of record will need (a) the 16-digit control number included on their proxy card or instructions that accompanied their proxy materials, if applicable, or (b) to obtain a proxy form from their broker, bank or other nominee.

The extraordinary general meeting webcast will begin promptly at [•], Eastern Time. APAC shareholders are encouraged to access the extraordinary general meeting prior to the start time. If you encounter any difficulties accessing the virtual meeting or during the meeting time, please call the technical support number that will be posted on the virtual meeting login page.

Can I attend the extraordinary general meeting in person?

Yes. APAC shareholders will be able to attend the extraordinary general meeting in person, which will be held on [•], 2022, at [•], Eastern Time, at the offices of Weil, Gotshal & Manges LLP, located at 767 Fifth Avenue, New York, NY 10153. However, given the ongoing global pandemic, APAC encourages its shareholders to attend via live webcast on the Internet.

Why am I receiving this proxy statement/prospectus/information statement?

You are receiving these materials because you are a shareholder of record or a beneficial holder of APAC on [•], the record date (the “APAC Record Date”) for the extraordinary general meeting. APAC and Ligand have agreed to combine Ligand’s OmniAb Business with APAC in a series of transactions subject to the terms and conditions of the Separation Agreement, the Merger Agreement and the other Transaction Documents. Copies of the Separation Agreement and the Merger Agreement are attached as Annexes B and A, respectively. APAC shareholders are being asked to consider and vote upon a proposal to approve the Business Combination and a number of other proposals. See the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal” for more detail.

THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS/INFORMATION STATEMENT IN ITS ENTIRETY, INCLUDING THE ANNEXES AND THE ACCOMPANYING FINANCIAL STATEMENTS OF APAC AND OMNIAB.

What are the transactions described in this document?

On March 23, 2022, APAC, Ligand, OmniAb and Merger Sub entered into the Merger Agreement, and, on the same day, APAC, Ligand and OmniAb entered into the Separation Agreement. These agreements provide for Ligand to combine the OmniAb Business with APAC in a transaction commonly referred to as a “Reverse Morris Trust” transaction. The principal transactions to effect the Business Combination include the following:

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Domestication. APAC’s jurisdiction of incorporation will be changed by its deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware at least one (1) business day prior to the consummation of the Merger. In connection with the consummation of the Domestication, APAC will change its name to “OmniAb, Inc.” As a result of and upon the effective time of the Domestication, (1) each then issued and outstanding APAC Class A Ordinary Share, will convert automatically,

on a one-for-one basis, into a share of New OmniAb Common Stock, (2) each then issued and outstanding APAC Class B Ordinary Share will convert automatically, on a one-for-one basis, into a share of New OmniAb Common Stock, (3) each then issued and outstanding APAC Warrant will convert automatically into a New OmniAb Warrant pursuant to the Warrant Agreement, and (4) each then issued and outstanding APAC Unit, will separate and convert automatically into one share of New OmniAb Common Stock and one-third of one New OmniAb Warrant.

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Separation. Ligand will transfer the OmniAb Business, including certain related subsidiaries of Ligand, to OmniAb and make a contribution to the capital of OmniAb of $15,000,000 less certain transaction and other expenses.

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Distribution. Following the Separation and on the day of the Merger described below, Ligand will distribute to Ligand stockholders 100% of the OmniAb Common Stock.

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A&R Forward Purchase Agreement. New OmniAb will issue and sell to the Sponsor 1,500,000 shares of New OmniAb Common Stock and warrants to acquire 1,666,667 shares of New OmniAb Common Stock for an aggregate purchase price of $15,000,000, with such purchases to be consummated following the Domestication and prior to the Merger.

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Redemption Backstop. The Sponsor has agreed to purchase up to an additional 10,000,000 shares of New OmniAb Common Stock and up to an additional 1,666,667 New OmniAb Warrants, for an aggregate additional purchase price of up to $100,000,000, in order to backstop shareholder redemptions to the extent such redemptions would result in the cash proceeds to be available to the combined company following the Business Combination from APAC’s trust account to be less than $100,000,000.

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Merger. Following the above steps, Merger Sub will merge with and into OmniAb, with OmniAb continuing as the surviving company in the Merger and a wholly-owned subsidiary of New OmniAb. As a result of the Merger, the existing shares of OmniAb common stock will automatically convert into the right to receive shares of New OmniAb Common Stock.

New OmniAb, which will be the parent entity of OmniAb after the Merger, will be renamed to “OmniAb, Inc.,” effective as of the consummation of the Domestication (and after OmniAb has changed its name to “OmniAb Operations, Inc.”). New OmniAb Common Stock will be listed on Nasdaq under the trading symbol “OABI.”

What is a Reverse Morris Trust transaction?

A Reverse Morris Trust transaction allows a parent company (in this case, Ligand) to distribute all of the stock of a subsidiary (in this case, OmniAb) and combine it with an acquirer (in this case, APAC). The first step of such a transaction is a distribution of the subsidiary’s stock to the parent company stockholders (in this case, Ligand’s distribution of the stock of OmniAb to the Ligand stockholders in the Distribution) in a transaction that is generally tax-free under Section 355 of the Internal Revenue Code of 1986, as amended (the “Code”). The distributed subsidiary then combines with a third party (in this case, APAC through the Merger) in a reorganization that is generally tax-free under Section 368 of the Code. Such a transaction can qualify as generally tax-free for U.S. federal income tax purposes for the parent company and its stockholders if the transaction structure meets all applicable requirements, including that the parent company stockholders own more than 50% of the stock of the combined entity immediately after the combination.

For information about the material U.S. federal income tax consequences of the Distribution and the Merger that are relevant to Ligand stockholders, see “Material U.S. Federal Income Tax Consequences to Ligand Stockholders of the Distribution and Merger.”

What will happen in the Separation?

Ligand and certain of Ligand’s subsidiaries will engage in a series of transactions so that Ligand’s OmniAb Business is held by OmniAb and its subsidiaries and is separated from the remainder of Ligand’s businesses. See “Shareholder Proposal No. 1 — The Business Combination Proposal — Summary of the Separation Agreement.”

What will happen in the Distribution?

After the Separation, Ligand will distribute to its stockholders all of the issued and outstanding shares of OmniAb Common Stock held by Ligand by way of a pro rata distribution.

Ligand will effect the Distribution by way of a spin-off. In a spin-off, the Ligand Board will establish a record date and a distribution date. Each share of Ligand Common Stock outstanding as of the Ligand Record Date for the Distribution will entitle its holder to receive one share of OmniAb Common Stock. Based on approximately 16,875,851 shares of Ligand Common Stock outstanding as of June 30, 2022 and applying the Distribution ratio of 1:1, OmniAb expects that a total of approximately 16,875,851 shares of OmniAb Common Stock will be distributed to Ligand stockholders and no shares of OmniAb Common Stock will continue to be owned by Ligand. The Distribution will be effected by Ligand delivering to the distribution agent a book-entry authorization representing the shares of OmniAb Common Stock being distributed in the Distribution for the account of Ligand’s stockholders. The distribution agent will hold such book-entry shares for the account of OmniAb’s stockholders (as of immediately after consummation of the Distribution) pending the Merger. The shares of OmniAb Common Stock will not be transferrable prior to the exchange of such shares for the shares of New OmniAb Common Stock pursuant to the Merger. See “The Separation and Distribution.”

What will happen in the Merger?

Immediately following the Distribution, OmniAb and Merger Sub will engage in a reverse triangular merger, in which Merger Sub will merge with and into OmniAb, with OmniAb surviving as a direct, wholly-owned subsidiary of APAC. In the Merger, each share of OmniAb Common Stock will be automatically converted into the right to receive shares of New OmniAb Common Stock. The number of shares of New OmniAb Common Stock to be received for each share of OmniAb Common Stock will be based on the calculation of the Base Exchange Ratio, the determination of which includes the relative trading values of the Ligand Common Stock in the “regular way” and “ex-distribution” markets during the five-trading-day period prior to the Closing. As such, the total number of shares of New OmniAb Common Stock to be received by OmniAb’s (Ligand’s) stockholders and the Base Exchange Ratio are not determinable until the Closing. However, for illustrative purposes, based on an assumed trading price of Ligand Common Stock of $89.22 per share (the closing price of the Ligand Common Stock on June 30, 2022) and the number of shares of Ligand Common Stock and equity awards outstanding as of June 30, 2022, and an assumed trading price of Ligand Common Stock in the “regular way” and “ex-distribution” trading markets of $89.22 and $40.20 per share, each respectively, each share of OmniAb Common Stock would be exchanged for approximately 4.9 shares of New OmniAb Common Stock and there would be an aggregate of 97,731,592 shares of New OmniAb Common Stock (inclusive of the Earnout Shares) received by OmniAb’s (Ligand’s) stockholders in the Merger.

Will the Distribution and the Merger occur on the same day?

Yes, the Merger will occur on the same day and immediately following the Distribution.

Who will serve on the New OmniAb Board following the Closing?

The Merger Agreement provides that, as of the Closing, the New OmniAb Board will consist of seven (7) members:

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John L. Higgins;

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Sarah Boyce;

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Jennifer Cochran, Ph.D.;

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Sunil Patel;

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Carolyn Bertozzi, Ph.D.;

•

Matthew W. Foehr; and

•

Joshua Tamaroff.

See “Management of New OmniAb after the Business Combination.”

Who will manage New OmniAb after the Closing?

The Merger Agreement provides that, as of the Closing:

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Matthew W. Foehr, the current Chief Operating Officer of Ligand, will become President and Chief Executive Officer of New OmniAb;

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Kurt Gustafson will become Executive Vice President, Finance and Chief Financial Officer of New OmniAb; and

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Charles S. Berkman, the current Senior Vice President, General Counsel and Secretary of Ligand, will become Chief Legal Officer and Secretary of New OmniAb.

Is the completion of the Merger subject to any conditions?

Yes. The respective obligations of each party to effect the Closing of the Business Combination are subject to the fulfillment (or, to the extent permitted by applicable law, waiver) of certain conditions specified in the Merger Agreement.

The Merger Agreement provides that the obligations of the parties to consummate the Merger are conditioned on, among other things, (i) the expiration or termination of the waiting period under the HSR Act, (ii) receipt of required consents and approvals from certain governmental authorities, (iii) no agreement between Ligand or APAC and any governmental authority pursuant to which Ligand or APAC has agreed not to consummate the Business Combination shall be in effect, (iv) no governmental authority of competent jurisdiction shall have enacted or issued any law (whether temporary, preliminary or permanent), in each case that is in effect and which has the effect of restraining, enjoining or prohibiting the consummation of the transaction, (v) APAC shall have at least $5,000,001 of net tangible assets as of the Closing, (vi) the New OmniAb Common Stock issuable pursuant to the Business Combination shall have been approved for listing on Nasdaq, subject to official notice of issuance, (vii) Ligand, OmniAb, APAC and Merger Sub shall each have performed and complied in all material respects with the obligations, covenants and agreements required by the Merger Agreement to be performed or complied with by it at or prior the Effective Time, (viii) customary bring down conditions related to the accuracy of the parties’ respective representations and warranties in the Merger Agreement, (ix) the consummation of the Separation, the Distribution and the other transactions contemplated by the Separation Agreement, (x) each of APAC’s and OmniAb’s registration statements to be filed with the United States Securities and Exchange Commission shall have become effective, (xi) APAC’s shareholder approval of the Condition Precedent Proposals shall have been obtained and (xii) the receipt by Ligand and APAC of certain tax opinions. In addition, the respective obligations of OmniAb and Ligand to consummate the Business Combination is conditioned upon, among other items, the completion of the Forward Purchase and the Redemption Backstop, the resignation of all directors and all executive officers of APAC and the occurrence of the Domestication. APAC’s obligation to consummate the Business Combination is also conditioned on there having been no “Material Adverse Effect” on OmniAb since the date of the Merger Agreement.

Certain of the foregoing conditions, including the conditions in the Merger Agreement related to the receipt by Ligand and APAC of certain tax opinions, may be waived by the applicable party or parties in writing. To the extent that the APAC Board or the Ligand Board determines that any modifications by the parties, including any waivers of any conditions to the Closing, materially change the terms of the Business Combination, APAC and Ligand will notify their respective stockholders in a manner reasonably calculated to inform them about the modifications as may be required by law, by publishing a press release, and/or filing a current report on Form 8-K and by circulating a supplement to this proxy statement/prospectus/information statement to resolicit the votes of APAC shareholders, if required; if the change in terms includes the waiver of receipt of one or more tax opinions and the change in tax consequences is material, APAC will circulate a supplement and resolicit the votes of the APAC shareholders. For more information about conditions to the consummation of the Business Combination, see “Shareholder Proposal No. 1 — The Business Combination Proposal — Summary of the Merger Agreement — Conditions to Closing.”

Has Ligand set the Ligand Record Date for the Distribution?

No. Ligand will publicly announce the Ligand Record Date for the Distribution when it has been determined. This announcement will be made prior to the completion of the Separation, the Distribution and the Merger.

Q: What do Ligand stockholders need to do to participate in the Distribution?

Ligand stockholders as of the Ligand Record Date are not required to take any action to receive OmniAb Common Stock in the Distribution, but they are urged to read this entire proxy statement/prospectus/information statement carefully. No Ligand stockholder approval of the Distribution is required, and Ligand stockholders are not being asked for a proxy. Ligand stockholders also do not need to pay any consideration, exchange or surrender their existing shares of Ligand Common Stock or take any other action to receive the shares of OmniAb Common Stock to which they are entitled. The Distribution will not affect the number of outstanding shares of Ligand Common Stock or any rights of Ligand stockholders, although it will affect the market value of each outstanding share of Ligand Common Stock.

What are holders of the Ligand Convertible Notes entitled to in the Distribution?

Holders of the Ligand Convertible Notes are not entitled to participate in the Distribution solely by virtue of their holding these notes. Such holders will participate only if they have exercised their conversion rights under their notes and received Ligand Common Stock prior to the Ligand Record Date for the Distribution. If holders of the Ligand Convertible Notes have exercised their conversion rights and received Ligand Common Stock prior to the Ligand Record Date for the Distribution, they will be entitled to participate in the Distribution in the same manner as any other holder of Ligand Common Stock. For a more detailed description, see “The Separation and Distribution.”

How will shares of New OmniAb Common Stock be issued?

Ligand stockholders will receive shares of New OmniAb Common Stock through the same or substantially similar channels that they currently use to hold or trade Ligand Common Stock (whether through a brokerage account, 401(k) plan or other channel). Receipt of shares of New OmniAb Common Stock will be documented for Ligand stockholders in substantially the same manner that stockholders typically receive stockholder updates, such as monthly broker statements and 401(k) statements.

The Distribution of OmniAb Common Stock will be effected by Ligand delivering to the distribution agent, Computershare Trust Company, N.A. (“Computershare”), a book-entry authorization representing the shares of OmniAb Common Stock being distributed in the Distribution for the account of Ligand’s stockholders. The distribution agent will hold such book-entry shares for the account of OmniAb’s stockholders (as of immediately after consummation of the Distribution) pending the Merger. The shares of OmniAb Common Stock will not be transferrable prior to the exchange of such shares for the shares of New OmniAb Common Stock pursuant to the Merger. See “The Separation and Distribution.” Immediately thereafter, as a result of and upon the Closing of the Merger, each outstanding share of OmniAb Common Stock (other than Treasury Shares) will be cancelled in exchange for the right to receive a number of shares of New OmniAb Common Stock equal to the Base Exchange Ratio, and a number of OmniAb Earnout Shares equal to the Earnout Exchange Ratio. Computershare, as exchange agent, will electronically distribute shares of New OmniAb Common Stock and OmniAb Earnout Shares to holders of Ligand Common Stock on the Ligand Record Date or to the stockholders brokerage firm on the stockholders’ behalf by way of direct registration in book-entry form. Computershare will mail the stockholders a book-entry account statement that reflects their shares of New OmniAb Common Stock and OmniAb Earnout Shares, or the stockholders’ bank or brokerage firm will credit their account for such shares. OmniAb Earnout Shares may not be transferred until the applicable OmniAb Triggering Event has occurred. See “Shareholder Proposal No. 1 — The Business Combination Proposal — Summary of the Merger Agreement — Merger Consideration.”

What will happen to the listing of Ligand Common Stock?

After the Distribution, Ligand Common Stock will continue to trade on Nasdaq under the symbol “LGND.” Holders of Ligand Common Stock will retain all their shares of Ligand Common Stock.

Will the Distribution affect the market price of shares of Ligand Common Stock?

Yes. As a result of the Distribution, Ligand expects the trading price of shares of Ligand Common

Stock immediately following the Distribution to be lower than the “regular way” trading price of such shares immediately prior to the Distribution because the trading price will no longer reflect the value of the OmniAb Business. There can be no assurance that the aggregate market value of the Ligand Common Stock plus the pro rata portion of Aggregate Merger Consideration a Ligand stockholder is entitled to in the Merger, including the aggregate market value of New OmniAb Common Stock following the Distribution and Merger, will be higher or lower than the market value of Ligand Common Stock if the Distribution and Merger did not occur.

Will Ligand shareholders who sell their shares of Ligand Common Stock shortly before the completion of the Distribution and Merger still be entitled to receive shares of OmniAb Common Stock with respect to the ordinary shares of Ligand that were sold?

Ligand Common Stock is currently listed on Nasdaq under the ticker symbol “LGND.” It is currently expected that beginning not earlier than one business day before the Ligand Record Date to be established for the Distribution, and continuing through the Closing, there will be two markets in Ligand Common Stock on Nasdaq: a “regular way” market and an “ex-distribution” market.

•

If a Ligand shareholder sells Ligand Common Stock in the “regular way” market under the symbol “LGND” during this time period, that Ligand shareholder will be selling both his or her shares of Ligand Common Stock and the right to receive shares of OmniAb Common Stock that will be converted into shares of New OmniAb Common Stock, and cash in lieu of fractional shares (if any), at the Closing. Ligand shareholders should consult their brokers before selling their ordinary shares of Ligand in the “regular way” market during this time period to be sure they understand the effect of the Nasdaq “due-bill” procedures.

•

If a Ligand shareholder sells Ligand Common Stock in the “ex-distribution” market during this time period, that Ligand shareholder will be selling only his or her Ligand Common Stock, and will retain the right to receive shares of OmniAb Common Stock that will be converted into shares of New OmniAb Common Stock, and cash in lieu of fractional shares (if any), at the Closing.

After the Closing, Ligand Common Stock will no longer trade in the “ex-distribution” market, and Ligand Common Stock that is sold in the “regular way” market will no longer reflect the right to receive shares of OmniAb Common Stock that will be converted into shares of New OmniAb Common Stock, and cash in lieu of fractional shares (if any), at the Closing. The receipt of cash in lieu of fractional shares generally will be taxable to the recipient stockholders for U.S. federal income tax purposes as described in “Material U.S. Federal Income Tax Consequences to Ligand Stockholders of the Distribution and Merger.”

What are the material U.S. federal income tax consequences to Ligand stockholders resulting from the Distribution and the Merger?

Ligand stockholders are not expected to recognize any gain or loss as a result of the Distribution and the Merger, except for any gain or loss attributable to the receipt of cash in lieu of a fractional shares of stock pursuant to the Distribution or Merger. The material U.S. federal income tax consequences of the Distribution and the Merger that are relevant to Ligand stockholders are described in more detail under “Material U.S. Federal Income Tax Consequences to Ligand Stockholders of the Distribution and Merger.” Ligand shareholders should consult their own tax advisors for a full understanding of the tax consequences to them of the Distribution and the Merger.

What are the material U.S. federal income tax consequences to APAC shareholders resulting from the Distribution and the Merger?

APAC shareholders are not expected to recognize any gain or loss as a result of the Distribution or the Merger. APAC shareholders should consult their own tax advisors for a full understanding of the tax consequences of the Distribution and the Merger. The material U.S. federal income tax consequences of the Business Combination to APAC shareholders are described under “Material U.S. Federal Income Tax Consequences to APAC Shareholders.”

Does Ligand have to pay anything to APAC if the Merger Agreement is terminated?

In the event that the Merger Agreement is terminated by Ligand in connection with its entering into a definitive agreement in respect of a Ligand Acquisition Proposal, concurrently with such termination, Ligand shall be obligated to pay APAC a termination fee of (i) if terminated within 60 days of the date of the Merger Agreement, $40,000,000, (ii) if terminated between 61 and 120 days after the date of the Merger Agreement, $50,000,000, and (iii) if terminated between 121 and 180 days after the date of the Merger Agreement, $70,000,000 (each such amount, the “Termination Fee”), by wire transfer of immediately available funds to an account designated by APAC in writing, and, in addition to payment of the Termination Fee, Ligand also shall pay the APAC Expenses (the “APAC Expenses Reimbursement”) by wire transfer of immediately available funds to an account designated by APAC in writing no later than two business days after the date on which APAC delivers to Ligand a written invoice for the APAC Expenses. As used in this subsection, “APAC Expenses” means the amount of all reasonable and documented out-of-pocket fees and expenses, but not to exceed $7,500,000, incurred or paid by APAC and its affiliates in connection with the Merger Agreement and the Business Combination, including fees and expenses of law firms, accounting firms, financial advisors, outside experts and consultants. For a discussion of the circumstances under which Ligand may have to pay a termination fee, see “Shareholder Proposal No. 1 — The Business Combination Proposal — Summary of the Merger Agreement — Termination Fees and Expenses Payable in Certain Circumstances.” The A&R FPA also provides that in the event the Merger Agreement is terminated by Ligand under circumstances in which the Termination Fee would be payable under the Merger Agreement, Ligand shall pay the Sponsor a termination fee of $12,500,000 in connection therewith. The A&R FPA is attached to this proxy statement/prospectus/information statement as Annex D.

What proposals are shareholders of APAC being asked to vote upon?

At the extraordinary general meeting, APAC is asking holders of ordinary shares to consider and vote upon:

•

a proposal to approve by special resolution and adopt (i) the Merger Agreement, (ii) the Transaction Documents and (iii) each of the transactions contemplated thereby, in each case, in accordance with the terms and subject to the conditions set forth in the Merger Agreement and such Transaction Documents, as more fully described elsewhere in this proxy statement/prospectus/information statement;

•

a proposal to adopt and approve by special resolution the Domestication and change in the jurisdiction of incorporation of APAC from the Cayman Islands to the State of Delaware;

•

a proposal to approve by special resolution and adopt the Proposed Certificate of Incorporation and the Proposed Bylaws of APAC in connection with the Domestication, and the change of its name from APAC to OmniAb, Inc.;

•

proposals to approve, on a non-binding advisory basis, certain material differences between APAC’s Amended and Restated Memorandum and Articles of Association and the Proposed Certificate of Incorporation and Proposed Bylaws;

•

a proposal to approve by ordinary resolution the election of seven directors to serve staggered terms, who, upon consummation of the Merger, will be the directors of New OmniAb;

•

a proposal to approve by ordinary resolution the OmniAb, Inc. 2022 Incentive Award Plan as described by the Employee Matters Agreement;

•

a proposal to approve by ordinary resolution the OmniAb, Inc. 2022 Employee Stock Purchase Plan as described by the Employee Matters Agreement; and

•

a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes present to constitute a quorum or for the approval of one or more proposals at the extraordinary general meeting.

If APAC’s shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Merger Agreement are waived by the applicable parties to the Merger Agreement, the

Merger Agreement could terminate and the Business Combination may not be consummated. See “Shareholder Proposal No. 1 — The Business Combination Proposal,” “Shareholder Proposal No. 2 — The Domestication Proposal,” “Shareholder Proposal No. 3 — The Organizational Documents Proposal,” “Shareholder Proposal No. 4 — The Non-Binding Governance Proposals,” “Shareholder Proposal No. 5 — The Stock Issuance Proposal,” “Shareholder Proposal No. 6 — The Incentive Plan Proposal,” “Shareholder Proposal No. 7 — The ESPP Proposal,” “Shareholder Proposal No. 8 — The Director Election Proposal” and “Shareholder Proposal No. 9 — The Adjournment Proposal.”

APAC will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus/information statement contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders of APAC should read it carefully.

After careful consideration, the APAC Board has determined that the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Non-Binding Governance Proposals, the Director Election Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal are in the best interests of APAC and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of APAC’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of APAC and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, APAC’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — Interests of APAC’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Are the proposals conditioned on one another?

Yes. Each of the Condition Precedent Proposals is cross-conditioned on the approval of the others. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus/information statement. The Non-Binding Governance Proposals are comprised of non-binding advisory proposals.

Why is APAC proposing the Business Combination?

APAC was incorporated to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses or entities.

Based on our due diligence investigations of OmniAb, the management of OmniAb and the industry in which it operates, including the financial and other information provided by OmniAb in the course of these due diligence investigations, the APAC Board believes that the Business Combination with OmniAb is in the best interests of APAC and its shareholders and presents an opportunity to increase shareholder value. However, there is no assurance of this. See “Shareholder Proposal No. 1 — The Business Combination Proposal — The APAC Board’s Reasons for the Business Combination” for additional information.

Although the APAC Board believes that the Business Combination with OmniAb presents an attractive business combination opportunity and is in the best interests of APAC and its shareholders, the APAC Board did consider certain potentially material negative factors in arriving at that conclusion, including, among others, limitations on New OmniAb’s business activities for a two-year period following the closing of the Business Combination with respect to its ability to divest, dissolve or liquidate its businesses and assets, enter into stock purchase or buyback programs or issue stock. These factors are discussed in greater detail in the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — The APAC Boards’ Reasons for the Business Combination,” as well as in the sections entitled “Risk Factors.”

What will OmniAb stockholders receive in return for APAC’s acquisition of all of the issued and outstanding equity interests of OmniAb?

Common Stock. As a result of and upon the Closing, among other things, each outstanding share of OmniAb Common Stock (other than Treasury Shares), will be cancelled upon the Effective Time in exchange for the right to receive a number of shares of New OmniAb Common Stock equal to the Base Exchange Ratio.

Earnout Shares. In addition, as a result of and upon the Closing, among other things, each outstanding share of OmniAb Common Stock (other than Treasury Shares), will be cancelled upon the Effective Time in exchange for the right to receive a number of OmniAb Earnout Shares equal to the Earnout Exchange Ratio. Holders of OmniAb Common Stock and OmniAb Equity Awards will receive earnout consideration in the form of an additional 15,000,000 OmniAb Earnout Shares, all of which will be automatically forfeited for no consideration if an applicable OmniAb Triggering Event has not occurred with respect to such OmniAb Earnout Shares during the period from the date of the Closing to and including the fifth anniversary of the date of the Closing.

Total Consideration. The total number of shares of New OmniAb Common Stock to be received by OmniAb’s stockholders or reserved for issuance pursuant to the New OmniAb Equity Awards into which OmniAb Equity Awards are to be converted (other than, for purposes of this calculation, Out-of-the-Money OmniAb Options) will be equal to the Aggregate Merger Consideration. In addition to the Aggregate Merger Consideration, holders of OmniAb Common Stock and OmniAb Equity Awards will also receive earnout consideration in the form of the OmniAb Earnout Shares.

Equity Awards. In addition, all (i) OmniAb Options, (ii) OmniAb RSUs and (iii) OmniAb PSUs, in each case, that are outstanding as of immediately prior to the Effective Time, will be converted into such number of (a) New OmniAb Options, (b) New OmniAb RSUs and (c) New OmniAb PSUs, respectively, in each case, equal to (1) the number of shares of OmniAb Common Stock underlying such OmniAb Equity Awards immediately prior to the Effective Time multiplied by (2) the Base Exchange Ratio. Each holder of an OmniAb Option, OmniAb RSU and/or OmniAb PSU will also receive a number of OmniAb Earnout Shares equal to the number of shares of OmniAb Common Stock underlying such OmniAb Options, OmniAb RSUs and/or OmniAb PSUs, as applicable, multiplied by the Earnout Exchange Ratio, and the exercise price of each outstanding New OmniAb Option will be equal to the exercise price of the pre-conversion OmniAb Option divided by the Base Exchange Ratio. For further details, see “Shareholder Proposal No. 1 — The Business Combination Proposal — Consideration, Treatment of OmniAb Options, OmniAb RSUs and OmniAb PSUs.”

What equity stake will current APAC shareholders and OmniAb stockholders (after the Distribution) hold in New OmniAb immediately after the consummation of the Business Combination?

OmniAb issues 97,731,592 shares of New OmniAb Common Stock to former stockholders of OmniAb and former holders of OmniAb Equity Awards as of immediately prior to the Effective Time and (c) that New OmniAb issues 1,500,000 shares of New OmniAb Common Stock to the Sponsor pursuant to the Forward Purchase, (ii) exclude all New OmniAb Options that may be exercisable for shares of New OmniAb Common Stock, New OmniAb RSUs and New OmniAb PSUs, (iii) include the Sponsor Earnout Shares and the OmniAb Earnout Shares and (iv) exclude the impact of any New OmniAb Warrants that will be outstanding following the Business Combination (we refer to this set of assumptions as the “no redemption scenario”). If the actual facts are different from the no redemption scenario, the percentage ownership of New OmniAb held by such constituencies will be different.

The following table illustrates varying ownership levels in New OmniAb immediately following the consummation of the Business Combination based on the no redemption scenario and, alternatively (i) based on the assumption that 11,500,000 APAC Class A Ordinary Shares are redeemed in connection with the Business Combination at approximately $10.27 per share (we refer to this set of assumptions as the “50% redemption scenario”) and (ii) based on the assumption that 23,000,000 APAC Class A Ordinary Shares are redeemed in connection with the Business Combination at approximately $10.27 per share, and the Sponsor funds $100,000,000 pursuant to the Redemption Backstop provided for in the A&R FPA (we refer to this set of assumptions as the “maximum redemption scenario”). Regardless of the extent of redemptions, the shares of New OmniAb Common Stock owned by non-redeeming shareholders will have an implied value of $10.27 per share immediately upon consummation of the Business Combination. The trading price of New OmniAb Common Stock immediately after consummation of the transaction is unpredictable. Please see “Risk Factors — Risks Related to Redemption” for additional information.

	Share Ownership in New OmniAb
	No Redemption Scenario				50% Redemption Scenario(1)				Maximum Redemption Scenario(2)
	Number of Shares		Percentage of Outstanding Shares		Number of Shares		Percentage of Outstanding Shares		Number of Shares		Percentage of Outstanding Shares
APAC’s public shareholders		23,000,000		18.0%		11,500,000		9.9%		—		0.0%
Sponsor and related parties(3)(4)(6)		7,250,000		5.7%		7,250,000		6.2%		17,250,000		15.0%
OmniAb’s (Ligand’s) stockholders(5)(6)		97,731,592		76.3%		97,731,592		83.9%		97,731,592		85.0%
Total(7)(8)		127,981,592		100.0%		116,481,592		100.0%		114,981,592		100.0%

(1)

Assumes redemptions of 11,500,000 APAC Class A Ordinary Shares in connection with the Business Combination.

(2)

Assumes redemptions of 23,000,000 APAC Class A Ordinary Shares in connection with the Business Combination.

(3)

Includes 5,750,000 Class B Ordinary Shares that will be converted in New OmniAb Common Stock. The Sponsor Earnout Shares were included in the pro forma capitalization as, during the Earnout Period, holders of the Sponsor Earnout Shares are entitled to vote such Sponsor Earnout Shares and receive dividends and other distribution in respect thereof, pursuant to the Sponsor Insider Agreement.

(4)

Pursuant to the A&R FPA, includes 1,500,000 shares of New OmniAb Common Stock purchased by the Sponsor in the Forward Purchase in the no redemption, 50% redemption and maximum redemption scenarios and 10,000,000 shares of New OmniAb Common Stock purchased by the Sponsor in the Redemption Backstop in the maximum redemption scenario.

(5)

Includes 15,000,000 OmniAb Earnout Shares issued to former OmniAb stockholders and former OmniAb Equity Award holders, entitled to exercise the voting rights carried by such Earnout Shares and receive any dividends or other distributions in respect of such OmniAb Earnout Shares, during the Earnout Period. For a description of the assumptions used in calculating the number of shares to be owned by OmniAb’s (Ligand’s) stockholders, see “Shareholder Proposal No. 1 — The Business Combination Proposal — Ownership of APAC after the Business Combination.”

(6)

The table below sets forth the share ownership in New OmniAb assuming that the Sponsor Earnout Shares and the OmniAb Earnout Shares are forfeited according to their terms:

	Share Ownership in New OmniAb
	No Redemption Scenario				50% Redemption Scenario				Maximum Redemption Scenario
	Number of Shares		Percentage of Outstanding Shares		Number of Shares		Percentage of Outstanding Shares		Number of Shares		Percentage of Outstanding Shares
APAC’s public shareholders		23,000,000		20.7%		11,500,000		11.6%		—		0.0%
Sponsor and related parties		5,333,333		4.8%		5,333,333		5.4%		16,052,083		16.2%
OmniAb’s (Ligand’s) stockholders		82,731,592		74.5%		82,731,592		83.0%		82,731,592		83.8%
Total		111,064,925		100.0%		99,564,925		100.0%		98,783,675		100.0%

(7)

The table excludes the following:

•

13,587,254 unexercised OmniAb Options;

•

1,402,039 OmniAb RSUs and OmniAb PSUs;

•

7,666,667 unexercised APAC Public Warrants;

•

8,233,333 unexercised APAC Private Placement Warrants;

•

1,666,667 unexercised APAC Warrants issued in the Forward Purchase;

•

1,666,667 unexercised APAC Warrants issued in the Redemption Backstop in the maximum redemption scenario; and

•

500,000 unexercised APAC Private Placement Warrants issuable pursuant to the convertible promissory note.

(8)

If all of the Sponsor’s APAC Warrants are exercised, which include the 8,233,333 APAC Private Placement Warrants, the 1,666,667 APAC Warrants issued in the Forward Purchase and, the 1,666,667 APAC Warrants issued in the Redemption Backstop in the maximum redemption scenario, and the 500,000 unexercised APAC Private Placement Warrants issuable pursuant to the convertible promissory note, Sponsor would own: (1) approximately 12.8% of the shares of New OmniAb in the no redemption scenario, (2) approximately 13.9% of the shares of New OmniAb in the 50% redemption scenario or (3) approximately 23.1% of the shares of New OmniAb in the maximum redemption scenario.

The sensitivity table below sets forth the potential additional dilutive impact of each of the APAC Warrants, the 2022 Plan, the ESPP, the OmniAb Options and the OmniAb RSUs and PSUs in each redemption scenario.

	Share Ownership in New OmniAb(1)
	No Redemptions Scenario				50% Redemptions Scenario				100% Redemptions Scenario
Additional Dilution Sources	Number of Underlying Shares		Percentage of then Outstanding Shares		Number of Underlying Shares		Percentage of then Outstanding Shares		Number of Underlying Shares		Percentage of then Outstanding Shares
APAC Warrants
APAC Public Warrants(2)		7,666,667		5.7%		7,666,667		6.2%		7,666,667		6.3%
APAC Private Placement Warrants(3)		8,233,333		6.0%		8,233,333		6.6%		8,233,333		6.7%
APAC Warrants issued in the Forward Purchase(4)		1,666,667		1.3%		1,666,667		1.4%		1,666,667		1.4%
APAC Warrants issued in the Redemption Backstop(5)		0		0.0%		0		0.0%		1,666,667		1.4%
APAC Private Placement Warrants Issuable Pursuant to Convertible Promissory Note(6)		500,000		0.4%		500,000		0.4%		500,000		0.4%
OmniAb Prior Plans
OmniAb Options(7)		13,587,254		9.6%		13,587,254		10.4%		13,587,254		10.6%
OmniAb RSUs and OmniAb PSUs(8)		1,402,039		1.1%		1,402,039		1.2%		1,402,039		1.2%
New OmniAb Proposed Plans
2022 Plan(9)		18,235,000		12.5%		16,625,000		12.5%		16,415,000		12.5%
ESPP(10)		1,953,750		1.5%		1,781,250		1.5%		1,758,750		1.5%
Total Additional Dilutive Sources(11)		53,244,710		29.4%		51,462,210		30.6%		52,896,377		31.5%

(1)

Percentages in this table assume that the dilutive shares are added to the outstanding shares in the respective redemption scenario.

(2)

This row assumes exercise of all APAC Public Warrants to purchase 7,666,667 shares of New OmniAb Common Stock. Percentages in this row represent (a) the shares of New OmniAb Common Stock underlying the APAC Public Warrants divided by (b) (i) the outstanding shares as of immediately following the Closing in the applicable redemption scenario plus (ii) 7,666,667 shares of New OmniAb Common Stock underlying the APAC Public Warrants.

(3)

This row assumes exercise of all APAC Private Placement Warrants to purchase 8,233,333 shares of New OmniAb Common Stock. Percentages in this row represent (a) the shares of New OmniAb Common Stock underlying the APAC Private Placement Warrants divided by (b) (i) the outstanding shares as of immediately following the Closing in the applicable redemption scenario plus (ii) 8,233,333 shares of New OmniAb Common Stock underlying the APAC Private Placement Warrants.

(4)

This row assumes exercise of all APAC Warrants issued in the Forward Purchase to purchase 1,666,667 shares of New OmniAb Common Stock. Percentages in this row represent (a) the shares of New OmniAb Common Stock underlying the APAC Warrants issued in the Forward Purchase divided by (b) (i) the outstanding shares as of immediately following the Closing in the applicable redemption scenario plus (ii) 1,666,667 shares of New OmniAb Common Stock underlying the APAC Warrants issued in the Forward Purchase.

(5)

This row assumes (solely in the case of the maximum redemption scenario) exercise of all APAC

Warrants issued in the Redemption Backstop to purchase 1,666,667 shares of New OmniAb Common Stock. Percentages in this row represent (a) the shares of New OmniAb Common Stock underlying the APAC Warrants purchased in the Redemption Backstop divided by (b) (i) the outstanding shares as of immediately following the Closing in the applicable redemption scenario plus (ii) 1,666,667 shares of New OmniAb Common Stock underlying the APAC Warrants purchased in the Redemption Backstop (in the maximum redemption scenario).

(6)

This row assumes exercise of all 500,000 APAC Warrants to purchase New OmniAb Common Stock issuable pursuant to the repayment of the convertible promissory note. Percentages in this row represent (a) the shares of New OmniAb Common Stock underlying the APAC Warrants issuable pursuant to the repayment of the convertible promissory note divided by (b) (i) the outstanding shares as of immediately following the Closing in the applicable redemption scenario plus (ii) 500,000 shares of New OmniAb Common Stock underlying the APAC Warrants issuable pursuant to the repayment of the convertible promissory note.

(7)

This row assumes the exercise of all 13,587,254 OmniAb Options. Percentages in this row represent (a) the shares of New OmniAb Common Stock underlying the OmniAb Options divided by (b) (i) the outstanding shares as of immediately following the Closing in the applicable redemption scenario plus (ii) 13,587,254 shares of New OmniAb Common Stock underlying the OmniAb Options. For a description of the assumptions used in calculating the number of OmniAb Options, see “Shareholder Proposal No. 1 — The Business Combination Proposal — Ownership of APAC after the Business Combination.”

(8)

This row assumes vesting of all 1,402,039 OmniAb RSUs and OmniAb PSUs. Percentages in this row represent (a) the shares of New OmniAb Common Stock underlying the OmniAb RSUs and OmniAb PSUs divided by (b) (i) the outstanding shares as of immediately following the Closing in the applicable redemption scenario plus (ii) 1,402,039 shares of New OmniAb Common Stock underlying the OmniAb RSUs and OmniAb PSUs. For a description of the assumptions used in calculating the number of OmniAb RSUs and OmniAb PSUs, see “Shareholder Proposal No. 1 — The Business Combination Proposal — Ownership of APAC after the Business Combination.”

(9)

This row assumes the issuance of a number of shares equal to 14% of the fully diluted shares of New OmniAb Common Stock (calculated as specifically provided under the 2022 Plan) to be outstanding immediately following the Closing reserved for issuance under the 2022 Plan. Percentages in this row represent (a) the shares of New OmniAb Common Stock reserved and issuable under the 2022 Plan divided by (b) the sum of (i) the outstanding shares as of immediately following the Closing in the applicable redemption scenario and (ii) the shares of New OmniAb Common Stock reserved and issuable under the 2022 Plan. For a description of the assumptions used in calculating the number of shares reserved under the proposed 2022 Plan, see “Shareholder Proposal No. 6 — Incentive Plan Proposal.”

(10)

This row assumes the issuance of a number of shares equal to 1.5% of the fully diluted shares of New OmniAb Common Stock (calculated as specifically provided under the ESPP) to be outstanding immediately following the Closing reserved for issuance under the ESPP. Percentages in this row represent (a) the shares of New OmniAb Common Stock reserved and issuable under the ESPP divided by (b) the sum of (i) the outstanding shares as of immediately following the Closing in the applicable redemption scenario and (ii) the shares of New OmniAb Common Stock reserved and issuable under the ESPP. For a description of the assumptions used in calculating the number of shares reserved under the proposed ESPP, see “Shareholder Proposal No. 7 — ESPP Proposal.”

(11)

This row assumes the exercise and vesting of all awards and warrants listed in the rows above. Percentages in this row represent (a) the shares of New OmniAb Common Stock underlying all awards and warrants listed in the rows above divided by (b) (i) the outstanding shares as of immediately following the Closing in the applicable redemption scenario plus (ii) all shares of New OmniAb Common Stock underlying the awards and warrants listed in the rows above.

In addition to the changes in percentage ownership depicted above, variation in the levels of redemption will impact the dilutive effect of certain equity issuances related to the Business Combination. As illustrated in the table below, certain equity issuances may have a dilutive effect on the per share value of New OmniAb. See the section entitled “Risk Factors — Risks Related to Redemption” for additional information.

	Share Ownership in New OmniAb
	No Redemptions Scenario					50% Redemptions Scenario(1)					100% Redemptions Scenario(2)
	Number of Shares		Value per Share(3)			Number of Shares		Value per Share(3)			Number of Shares		Value per Share(3)
Base Scenario(4)		127,981,592		$	10.27		116,481,592		$	10.27		114,981,592		$	10.25
Excluding Sponsor Earnout Shares and OmniAb Earnout Shares(5)		111,064,925		$	11.83		99,564,925		$	12.01		98,783,675		$	11.93
Assuming Exercise of APAC Public Warrants(6)		135,648,259		$	10.34		124,148,259		$	10.35		122,648,259		$	10.32
Assuming Exercise of APAC Private Placement Warrants(7)		136,214,925		$	10.34		124,714,925		$	10.35		123,214,925		$	10.33
Assuming Exercise of APAC Warrants issued in the Forward Purchase (8)		129,648,259		$	10.29		118,148,259		$	10.29		116,648,259		$	10.26
Assuming Exercise of APAC Warrants issued in the Redemption Backstop(9)		127,981,592		$	10.27		116,481,592		$	10.27		116,648,259		$	10.26
Assuming Exercise of APAC Private Placement Warrants Issuable Pursuant to Convertible Promissory Note(10)		128,481,592		$	10.27		116,981,592		$	10.28		115,481,592		$	10.25
Including Conversion of OmniAb RSUs and OmniAb PSUs(11)		129,383,631		$	10.16		117,883,631		$	10.15		116,383,631		$	10.12
Including shares reserved for issuance under 2022 Plan(12)		146,216,592		$	8.99		133,106,592		$	8.99		131,396,592		$	8.97
Including shares reserved for issuance under ESPP(13)		129,935,342		$	10.25		118,262,842		$	10.25		116,740,342		$	10.22

(1)

Assumes redemptions of 11,500,000 APAC Class A Ordinary Shares in connection with the Business Combination.

(2)

Assumes redemptions of 23,000,000 APAC Class A Ordinary Shares in connection with the Business Combination.

(3)

Based on a post-transaction equity value of New OmniAb of the following (in billions):

	No Redemptions Scenario			50% Redemptions Scenario			100% Redemptions Scenario
	Post- Transaction Equity Value			Post- Transaction Equity Value			Post- Transaction Equity Value
Base Scenario		$	1.31		$	1.20(3)(a)		$	1.18(3)(b)
Excluding Sponsor Earnout Shares and OmniAb Earnout Shares(3)(c)		$	1.31		$	1.20		$	1.18
Assuming Exercise of APAC Public Warrants(3)(d)		$	1.40		$	1.28		$	1.27
Assuming Exercise of APAC Private Placement Warrants(3)(e)		$	1.41		$	1.29		$	1.27
Assuming Exercise of APAC Warrants issued in the Forward Purchase(3)(f)		$	1.33		$	1.22		$	1.20
Assuming Exercise of APAC Warrants issued in the Redemption Backstop(3)(g)		$	1.31		$	1.20		$	1.20
Assuming Exercise of APAC Private Placement Warrants Issuable Pursuant to Convertible Promissory Note(3)(h)		$	1.32		$	1.20		$	1.18
Including Conversion of OmniAb RSUs and OmniAb PSUs(3)(i)		$	1.31		$	1.20		$	1.18

	No Redemptions Scenario			50% Redemptions Scenario			100% Redemptions Scenario
	Post- Transaction Equity Value			Post- Transaction Equity Value			Post- Transaction Equity Value
Including shares reserved for issuance under 2022 Plan(3)(j)		$	1.31		$	1.20		$	1.18
Including shares reserved for issuance under ESPP(3)(k)		$	1.33		$	1.21		$	1.19

(3)(a)

Based on a post-transaction equity value of New OmniAb of approximately $1.20 billion, or approximately $1.31 billion less the approximately $118.1 million (or $10.27 per share, representing its per share portion of the principal in the trust account) that would be paid from the trust account to redeem 11,500,000 public shares in connection with the Business Combination.

(3)(b)

Based on a post-transaction equity value of New OmniAb of approximately $1.18 billion, or approximately $1.31 billion less the approximately $236.2 million (or $10.27 per share, representing its per share portion of the principal in the trust account) that would be paid from the trust account to redeem 23,000,000 public shares in connection with the Business Combination, plus the $100.0 million that would be received from the issuance of 10,000,000 shares at $10.00 per share pursuant to the Redemption Backstop.

(3)(c)

Based on a post-transaction equity value of New OmniAb at the Base Scenario in the respective redemption scenario column, but excluding (i) the 15,000,000 OmniAb Earnout Shares that holders of OmniAb Common Stock and OmniAb Equity Awards will receive at the Closing and (ii) the 1,916,667 Sponsor Earnout Shares Shares in the no redemption scenario and the 50% redemption scenario, or 1,197,917 Sponsor Earnout Shares in the max redemption scenario.

(3)(d)

Based on a post-transaction equity value of New OmniAb at the Base Scenario in the respective redemption scenario column plus the full exercise of the APAC Public Warrants for a total cash exercise price of approximately $88.2 million (or $11.50 per share).

(3)(e)

Based on a post-transaction equity value of New OmniAb at the Base Scenario in the respective redemption scenario column plus the full exercise of the APAC Private Placement Warrants for a total cash exercise price of approximately $94.7 million (or $11.50 per share).

(3)(f)

Based on a post-transaction equity value of New OmniAb at the Base Scenario in the respective redemption scenario column plus the full exercise of the APAC Warrants issued in connection with the Forward Purchase for a total cash exercise price of approximately $19.2 million (or $11.50 per share).

(3)(g)

Based on a post-transaction equity value of New OmniAb at the Base Scenario in the respective redemption scenario column plus the full exercise of the APAC Warrants issued in connection with the Redemption Backstop for a total cash exercise price of approximately $19.2 million (or $11.50 per share) (only in the maximum redemption scenario).

(3)(h)

Based on a post-transaction equity value of New OmniAb at the Base Scenario in the respective redemption scenario column plus the full exercise of the APAC Warrants issuable in connection with the convertible promissory note for a total cash exercise price of approximately $5.8 million (or $11.50 per share).

(3)(i)

Based on a post-transaction equity value of New OmniAb at the Base Scenario in the respective redemption scenario column, but including the 1,402,039 OmniAb RSUs and OmniAb PSUs.

(3)(j)

Based on a post-transaction equity value of New OmniAb at the Base Scenario in the respective redemption scenario column, but including the shares reserved and issuable under the 2022 Plan.

(3)(k)

redemption scenario, respectively (representing, per share, 85% of the implied value of New OmniAb Common Stock ($10.27), or approximately $8.73 per share).

(4)

Represents (a) the 82,731,592 of New OmniAb Common Stock issued to Ligand stockholders at the Closing, pursuant to the Business Combination, (b) the 15,000,000 OmniAb Earnout Shares that holders of OmniAb Common Stock and OmniAb Equity Awards will receive at the Closing, (c) the 23,000,000 APAC Class A Ordinary Shares that will be converted into shares of New OmniAb Common Stock in the Domestication, (d) the 5,750,000 Class B Ordinary Shares that will be converted into shares of New OmniAb Common Stock in the Domestication, (e) the 1,500,000 shares of New OmniAb Common Stock issued to the Sponsor pursuant to the A&R FPA and (f) the 10,000,000 shares issued to the Sponsor pursuant to the Redemption Backstop in the maximum redemption scenario, less any shares that are redeemed, as described above.

(5)

Represents the Base Scenario less (i) the 15,000,000 OmniAb Earnout Shares and (ii) the 1,916,667 Sponsor Earnout Shares in the no redemption scenario and the 50% redemption scenario, or 1,197,917 Sponsor Earnout Shares in the max redemption scenario.

(6)

Represents the Base Scenario plus 7,666,667 shares of New OmniAb Common Stock issuable upon the exercise of the APAC Public Warrants.

(7)

Represents the Base Scenario plus 8,233,333 shares of New OmniAb Common Stock issuable upon the exercise of the APAC Private Placement Warrants.

(8)

Represents the Base Scenario plus 1,666,667 shares of New OmniAb Common Stock issuable upon the exercise of the APAC Warrants issued in the Forward Purchase.

(9)

Represents the Base Scenario plus 1,666,667 shares of New OmniAb Common Stock (only in the maximum redemption scenario) issuable upon the exercise of the APAC Warrants issued in the Redemption Backstop.

(10)

Represents the Base Scenario plus 500,000 shares of New OmniAb Common Stock issuable pursuant to the repayment of the convertible promissory note.

(11)

Represents the Base Scenario plus the 1,402,039 shares of New OmniAb Common Stock underlying the OmniAb RSUs and OmniAb PSUs.

(12)

Represents the Base Scenario plus the shares of New OmniAb Common Stock proposed to be reserved and issuable under the 2022 Plan in each redemption scenario (representing 14% of the sum of (i) the Base Scenario, (ii) all 1,402,039 shares of New OmniAb Common Stock underlying the OmniAb RSUs and OmniAb PSUs and (iii) 866,369 OmniAb Options calculated on a “net-exercised” basis as of the Closing Date, assuming shares are surrendered having a Fair Market Value on the Closing Date equal to the exercise price of such options (rounded up to the nearest whole share, and determined without regard to the vested status of the option).

(13)

Represents the Base Scenario plus the shares of New OmniAb Common Stock proposed to be reserved and issuable under the ESPP in each redemption scenario (representing 1.5% of the sum of (i) the Base Scenario, (ii) all 1,402,039 shares of New OmniAb Common Stock underlying the OmniAb RSUs and OmniAb PSUs and (iii) 866,369 OmniAb Options calculated on a “net-exercised” basis as of the Closing Date, assuming shares are surrendered having a Fair Market Value on the Closing Date equal to the exercise price of such options (rounded up to the nearest whole share, and determined without regard to the vested status of the option).

If a public shareholder exercises its redemption rights, such exercise will not result in the loss of any warrants that it may hold. We cannot predict the ultimate value of the APAC Warrants following the consummation of the Business Combination, but assuming that 100% or 23,000,000 shares of Class A Stock held by our public shareholders were redeemed, the 7,666,667 retained outstanding APAC Public Warrants would have an aggregate value of $[•], based on a price per APAC Public Warrant of $[•] on [•], 2022, the most recent practicable date prior to the date of this proxy statement/prospectus/information statement.

For further details, see “Shareholder Proposal No. 1 — The Business Combination Proposal — The Merger Agreement — Consideration.”

How has the announcement of the Business Combination affected the trading price of the APAC Class A Ordinary Shares?

On March 22, 2022, the last trading date before the public announcement of the execution of the Merger Agreement, the reported closing price on Nasdaq of the APAC Units, APAC Class A Ordinary Shares and APAC Public Warrants was $10.14, $10.01 and $0.30, respectively. On [•], 2022, the most recent practicable date prior to the date of this proxy statement/prospectus/information statement, the reported closing price on Nasdaq of the APAC Units, APAC Class A Ordinary Shares and APAC Public Warrants was $[•], $[•] and $[•], respectively.

Will APAC and OmniAb obtain new financing in connection with the Business Combination?

Yes. The Sponsor has agreed to purchase in the aggregate 1,500,000 shares of New OmniAb Common Stock and warrants to acquire 1,666,667 shares of New OmniAb Common Stock for $15,000,000 of gross proceeds, or $10.00 per share of New OmniAb Common Stock, in the Forward Purchase. Ligand has agreed to contribute $15,000,000 (less certain transaction and other expenses) to OmniAb prior to the Distribution pursuant to the Separation Agreement.

In addition, the Sponsor has agreed to purchase in the aggregate up to 10,000,000 shares of New OmniAb Common Stock, for up to $100,000,000, or $10.00 per share of New OmniAb Common Stock, in the Redemption Backstop as well as up to an additional 1,666,667 New OmniAb Warrants. The number of shares to be purchased in the Redemption Backstop, if any, will be in an amount sufficient to backstop redemptions by public shareholders in the event shareholder redemptions would result in less than $100,000,000 of cash proceeds being available to the combined company following the Business Combination from APAC’s trust account. The Forward Purchase is contingent upon, among other things, the Closing. See “Shareholder Proposal No. 1 — The Business Combination Proposal — Summary of the Ancillary Agreements — Amended and Restated Forward Purchase Agreement.”

Why is APAC proposing the Domestication?

The APAC Board believes that there are significant advantages to us that will arise as a result of a change of APAC’s domicile to Delaware. Further, the APAC Board believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. The APAC Board believes that there are several reasons why a reincorporation in Delaware is in the best interests of APAC and its shareholders, including, (i) the prominence, predictability and flexibility of the DGCL, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors. Each of the foregoing are discussed in greater detail in the section entitled “Shareholder Proposal No. 2 — The Domestication Proposal — Reasons for the Domestication.” To effect the Domestication, APAC will file the documents required pursuant to the Cayman Islands Companies Act with the Cayman Islands Registrar of Companies, and file a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware.

Will the Domestication and the Merger occur on the same day?

No. The Domestication will occur on or prior to the business day immediately prior to the Merger.

What changes will be made to the current constitutional documents of APAC?

APAC’s shareholders are being asked to consider and vote upon a proposal to approve the replacement of APAC’s Cayman Constitutional Documents under the Cayman Islands Companies Act with the Proposed Organizational Documents under the DGCL, which will be materially modified from the Cayman Constitutional Documents in the following respects:

•

change the purpose of New OmniAb to engage in “any lawful act or activity for which a corporation may be organized under the DGCL;

•

provide that the affirmative vote of the holders of at least 66 2/3% of the voting power of all then-outstanding shares of New OmniAb Common Stock entitled to vote generally in the election of directors, voting together as a single class, is required to adopt, amend or repeal the Proposed Bylaws

and the provisions in the Proposed Certificate of Incorporation related to Directors, Indemnification and Limitation on Liability of Directors, Forum Selection and Amendments;

•

change the name of APAC to “OmniAb, Inc.,” delete the provisions relating to APAC’s status as a blank check company and retain the default of perpetual existence under the DGCL;

•

change the authorized shares of all classes of capital stock to 1,100,000,000 shares, consisting of 1,000,000,000 shares of New OmniAb Common Stock and 100,000,000 shares of preferred stock;

•

adopt Delaware as the exclusive forum for certain stockholder litigation that could be brought in the future against New OmniAb and its directors; and

•

classify the OmniAb board of directors into three (3) classes, with only one class of directors being elected in each year and each class serving a three (3)-year term.

See “Shareholder Proposal No. 3 — The Organizational Documents Proposal” for additional information.

How will the Domestication affect my APAC ordinary shares, warrants and units?

As a result of and upon the effective time of the Domestication, (1) each then issued and outstanding APAC Class A Ordinary Share will convert automatically, on a one-for-one basis, into a share of New OmniAb Common Stock, (2) each then issued and outstanding APAC Class B Ordinary Share will convert automatically, on a one-for-one basis, into a share of New OmniAb Common Stock; (3) each then issued and outstanding APAC warrant will convert automatically into a New OmniAb Warrant, pursuant to the Warrant Agreement and (4) each then issued and outstanding unit of APAC that has not been previously separated into the underlying APAC Class A Ordinary Share and underlying fractional APAC Warrant upon the request of the holder thereof, will be separated and will entitle the holder thereof to one share of New OmniAb Common Stock and one-third of one New OmniAb Warrant. See “Shareholder Proposal No. 2 — The Domestication Proposal” for additional information.

What are the material U.S. federal income tax consequences of the Domestication?

As discussed more fully under “Material U.S. Federal Income Tax Consequences to APAC Shareholders,” the Domestication will qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code. U.S. Holders (as defined in “Material U.S. Federal Income Tax Consequences to APAC Shareholders”) of APAC Public Securities on the date of the Domestication may be subject to Section 367(b) of the Code, which applies to the domestication of a foreign corporation in a reorganization, and imposes U.S. federal income tax on certain U.S. persons in connection with transactions that would generally otherwise be tax-deferred. As a result:

•

A U.S. Holder who beneficially owns (actually or constructively) APAC Class A Ordinary Shares with a fair market value totaling $50,000 or more but who, on the date of the Domestication, owns (actually or constructively) less than 10% of the total combined voting power of all classes of APAC shares entitled to vote and less than 10% of the total value of all classes of APAC shares generally should recognize gain (but not loss) on the exchange of APAC Class A Ordinary Shares for New OmniAb Common Stock pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holder may file an election to include in income as a deemed dividend the all “earnings and profits amount” (as defined in the Treasury Regulations under Section 367 of the Code) attributable to such U.S. Holder’s APAC Class A Ordinary Shares, provided certain other requirements are satisfied; and

•

A U.S. Holder who beneficially owns (actually or constructively) APAC Class A Ordinary Shares with a fair market value totaling less than $50,000 on the date of the Domestication generally should not be required to recognize any gain or loss or include any part of APAC’s all “earnings and profits amount” in income.

APAC does not expect to have significant cumulative earnings and profits, if any, on the date of the Domestication.

If APAC were to be treated as a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes, certain U.S. Holders may be subject to adverse tax consequences as a result of

the Domestication. As discussed more fully below under the caption “Material U.S. Federal Income Tax Consequences to APAC Shareholders — Passive Foreign Investment Company Rules,” because APAC is a blank check company with no current active business, it is possible the IRS could assert that APAC is a PFIC.

If finalized in their proposed form, proposed Treasury Regulations may require taxable gain recognition by a U.S. Holder with respect to its exchange of APAC Class A Ordinary Shares for New OmniAb Common Stock pursuant to the Domestication if APAC were classified as a PFIC at any time during such U.S. Holder’s holding period for such APAC Class A Ordinary Shares. The tax on any such recognized gain would be imposed based on a complex set of computational rules. Such rules are discussed more fully below under “Material U.S. Federal Income Tax Consequences to APAC Shareholders.” However, a U.S. Holder may be able to avoid the PFIC gain and certain other tax consequences associated with PFIC status with respect to its APAC Class A Ordinary Shares if such U.S. Holder either (i) is eligible to and makes a timely and valid QEF Election (as defined and described below under “Material U.S. Federal Income Tax Consequences to APAC Shareholders”) in the first taxable year in which such U.S. Holder held (or was deemed to hold) APAC Class A Ordinary Shares and in which APAC was classified as a PFIC or (ii) makes a Mark-to-Market Election (as described below under “Material U.S. Federal Income Tax Consequences to APAC Shareholders”) with respect to such U.S. Holder’s APAC Class A Ordinary Shares.

Additionally, the Domestication is not expected to result in material U.S. federal income tax consequences to Non-U.S. Holders (as defined in “Material U.S. Federal Income Tax Consequences to APAC Shareholders”) of APAC Public Securities. However, Non-U.S. Holders may become subject to U.S. federal income withholding taxes on any amounts treated as dividends paid (or deemed paid) in respect of such Non-U.S. Holder’s New OmniAb Common Stock after the Domestication.

The rules governing the U.S. tax treatment of the Domestication are complex and will depend on a Holder’s particular circumstances. All Holders are urged to consult their tax advisor regarding the tax consequences to them of the Domestication, including without limitation the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax consequences of the Domestication, see “Material U.S. Federal Income Tax Consequences to APAC Shareholders.”

Do I have redemption rights?

If you are a holder of public shares, you have the right to request that we redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus/information statement. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of how they vote in respect of the Business Combination Proposal. If you wish to exercise your redemption rights, please see the answer to the question: “How do I exercise my redemption rights?”

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash. The Sponsor has agreed to waive its redemption rights with respect to all of the founder shares in connection with the consummation of the Business Combination. The founder shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

Will how I vote affect my ability to exercise redemption rights?

No. You may exercise your redemption rights whether you vote your APAC Class A Ordinary Shares for or against or abstain from voting on the Business Combination Proposal or any other proposal to be voted upon at the extraordinary general meeting. As a result, the Business Combination can be approved by shareholders who will redeem their shares and no longer remain shareholders.

How do I exercise my redemption rights?

If you are a public shareholder and wish to exercise your right to redeem your public shares, you must:

(i)

(a) hold public shares, or (b) if you hold public shares through units, you must elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

(ii)

(iii)

deliver your public shares to Continental, APAC’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

The address of Continental, APAC’s transfer agent, is listed under the question “Who can help answer my questions?” below.

Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, APAC’s transfer agent, directly and instruct them to do so.

Public shareholders will be entitled to request that their public shares be redeemed for a pro rata portion of the amount then on deposit in the trust account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account and not previously released to us (net of taxes payable). For illustrative purposes, as of [•], 2022, this would have amounted to approximately $[•] per issued and outstanding public share. However, the proceeds deposited in the trust account could become subject to the claims of APAC’s creditors, if any, which could have priority over the claims of the public shareholders, regardless of whether such public shareholder votes or, if they do vote, irrespective of if they vote for or against the Business Combination Proposal. Therefore, the per share distribution from the trust account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote, irrespective of how you vote on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.

An APAC shareholder may not withdraw a redemption request once submitted to APAC unless the APAC Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which the APAC Board may do in whole or in part). If you submit a redemption request to Continental, APAC’s transfer agent, and later decide prior to the extraordinary general meeting not to elect redemption, you may request to withdraw the redemption request. You may make such request by contacting Continental, APAC’s transfer agent, at the phone number or address listed in see “Questions and answers — Q: Who can help answer my questions?”

Any corrected or changed written exercise of redemption rights must be received by Continental, APAC’s transfer agent, prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. No request for redemption will be honored unless the holder’s public shares have been delivered (either physically or electronically) to Continental, APAC’s agent, at least two business days prior to the vote at the extraordinary general meeting.

If a holder of public shares properly makes a request for redemption and the public shares are delivered as described above, then, if the Business Combination is consummated, New OmniAb will redeem

the public shares for a pro rata portion of funds deposited in the trust account, calculated as of two business days prior to the consummation of the Business Combination. The redemption will take place following the Domestication and, accordingly, it is shares of New OmniAb Common Stock that will be redeemed immediately after consummation of the Business Combination.

If you are a holder of public shares and you exercise your redemption rights, such exercise will not result in the loss of any warrants that you may hold.

If I am a holder of units, can I exercise redemption rights with respect to my units?

No. Holders of issued and outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Continental, APAC’s transfer agent, directly and instruct them to do so. You are requested to cause your public shares to be separated and delivered to Continental, APAC’s transfer agent, by 5:00 p.m., Eastern Time, on [•], 2022 (two business days before the extraordinary general meeting) in order to exercise your redemption rights with respect to your public shares.

What are the material U.S. federal income tax consequences of exercising my redemption rights?

The receipt of cash by a Holder (as defined below in “Material U.S. Federal Income Tax Consequences to APAC Shareholders”) of New OmniAb Common Stock in redemption of such stock will be a taxable event for U.S. federal income tax purposes in the case of a U.S. Holder (as defined below in “Material U.S. Federal Income Tax Consequences to APAC Shareholders”) and may be a taxable event for U.S. federal income tax purposes in the case of a Non-U.S. Holder (defined below in “Material U.S. Federal Income Tax Consequences to APAC Shareholders”). Please see the discussion below under the caption “Material U.S. Federal Income Tax Consequences to APAC Shareholders — U.S. Federal Income Taxation of U.S. Holders — Redemption of New OmniAb Stock” or “Material U.S. Federal Income Tax Consequences to APAC Shareholders — U.S. Federal Income Taxation of Non-U.S. Holders — Redemption of New OmniAb Stock,” as applicable, for additional information.

Additionally, because the Domestication will occur prior to the redemption of any Holder, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the Code as well as potential tax consequences of the U.S. federal income tax rules relating to PFICs. The tax consequences of Section 367 of the Code and the PFIC rules are discussed more fully below under “Material U.S. Federal Income Tax Consequences to APAC Shareholders.”

All Holders should consult with their own tax advisors with respect to the U.S. federal income tax consequences of exercising such redemption rights.

What happens to the funds deposited in the trust account after consummation of the Business Combination?

Following the closing of APAC’s initial public offering, an amount equal to $235,750,000 of the net proceeds from APAC’s initial public offering and the sale of the APAC Private Placement Warrants was placed in the trust account. As of April 21, 2022, funds in the trust account totaled approximately $235,818,000 and were comprised entirely of cash, U.S. government treasury obligations with a maturity of 185 days or less or of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (1) the completion of a business combination (including the Business Combination), (2) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Cayman Constitutional Documents to modify the substance or timing of APAC’s obligation to redeem 100% of the public shares if it does not complete a business combination by February 12, 2023 and (3) the redemption of all of the public shares if APAC is unable to complete a business combination by February 12, 2023 (or if such date is further extended at a duly called extraordinary general meeting, such later date), subject to applicable law.

Upon consummation of the Business Combination, the funds deposited in the trust account will be released to pay holders of New OmniAb public shares who properly exercise their redemption rights, to pay transaction fees and expenses associated with the Business Combination and for working capital and general corporate purposes of OmniAb following the Business Combination. See “Summary of the Proxy Statement/Prospectus/Information Statement — Sources and Uses of Funds for the Business Combination.”

What happens if a substantial number of the public shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

Our public shareholders may vote in favor of the Business Combination and exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public shareholders are reduced as a result of redemptions by public shareholders.

The Merger Agreement provides that the obligations of the parties to consummate the Merger are conditioned on, among other things, that as of the Closing and, to the extent necessary, the Redemption Backstop shall have been consummated. If such condition is not met, and such condition is not waived under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated. In addition, with fewer public shares and public shareholders, the trading market for our New OmniAb Common Stock may be less liquid than the market for our APAC Class A Ordinary Shares was prior to the Closing and we may not be able to continue to meet the listing standards for Nasdaq. With less funds available from the trust account, the working capital infusion from the trust account into New OmniAb’s business will be reduced. Further, in no event will we redeem public shares in an amount that would cause New OmniAb’s net tangible assets (as determined in accordance with Rule 3a5 1-1 (g)(1) of the Exchange Act) to be less than $5,000,001.

When do you expect the Business Combination to be completed?

The Business Combination is expected to be completed in the fourth quarter of 2022.

Do I have appraisal rights in connection with the proposed Business Combination and the proposed Domestication?

Neither APAC’s shareholders nor APAC’s warrant holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.

Do I have dissenters’ rights or appraisal rights in connection with the proposed Business Combination and the proposed Merger?

As APAC is not a constituent party to the Merger between Merger Sub and OmniAB, shareholders of APAC do not have dissenters’ rights in connection with the Merger under Cayman Islands law.

APAC’s warrant holders do not have appraisal rights in connection with the Business Combination or the Merger under the Cayman Islands Companies Act or under the DGCL.

What do I need to do now?

APAC urges you to read this proxy statement/prospectus/information statement, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder or warrant holder of APAC. APAC’s shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus/information statement and on the enclosed proxy card.

How do I vote?

The extraordinary general meeting will be held at [•], Eastern Time, on [•], 2022, at the offices of Weil, Gotshal & Manges LLP, located at 767 Fifth Avenue, New York, NY 10153 and via live webcast at [•].com, where you will be able to listen to the meeting live and vote during the meeting. If you are a

holder of record of ordinary shares on the APAC Record Date for the extraordinary general meeting, you may vote at the extraordinary general meeting in person, via the virtual meeting platform or by submitting a proxy for the extraordinary general meeting, in any of the following ways, if available:

Vote by Mail: by signing, dating and returning the enclosed proxy card in the accompanying prepaid reply envelope. By signing the proxy card and returning it in the enclosed prepaid envelope to the specified address, you are authorizing the individuals named on the proxy card to vote your shares at the extraordinary general meeting in the manner you indicate. We encourage you to sign and return the proxy card even if you plan to attend the extraordinary general meeting so that your shares will be voted if you are unable to attend the extraordinary general meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. If you sign and return the proxy card but do not give instructions on how to vote your shares, your ordinary shares will be voted as recommended by the APAC Board.

Vote by Internet: visit www. [•].com, 24 hours a day, seven days a week, until 11:59 p.m., Eastern Time on [•], 2022 (have your proxy card in hand when you visit the website);

Vote by Phone: by calling toll-free (within the U.S. or Canada) [•] (have your proxy card in hand when you call); or

Vote at the extraordinary general meeting: you can attend the extraordinary general meeting in person or via the virtual meeting platform and vote during the meeting by following the instructions on your proxy card. You can access the extraordinary general meeting by visiting the website [•]. You will need your control number for access. Instructions on how to virtually attend and participate at the extraordinary general meeting are available at [•].

If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote in person, obtain a valid proxy from your broker, bank or nominee. In most cases you may vote by telephone or over the Internet as instructed.

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus/information statement may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or nominee as to how to vote your shares. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares and you should instruct your broker to vote your shares in accordance with directions you provide. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” A broker non-vote, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the extraordinary general meeting.

When and where will the extraordinary general meeting be held?

The extraordinary general meeting will be held on [•], 2022 at [•], Eastern Time, at the offices of Weil, Gotshal & Manges LLP, located at 767 Fifth Avenue, New York, NY 10153. Cayman Islands law requires there be a physical location for the meeting. However, given the ongoing global pandemic, APAC encourages its shareholders to attend, via live webcast at [•].com. To participate in the virtual meeting, an APAC shareholder of record will need the 16-digit control number included on their proxy card or instructions that accompanied their proxy materials, if applicable, or to obtain a proxy form from their broker, bank or other nominee. The extraordinary general meeting webcast will begin promptly at [•], Eastern Time. APAC shareholders are encouraged to access the APAC extraordinary general meeting prior to the start time. If you encounter any difficulties accessing the virtual meeting or during the meeting time, please call the technical support number that will be posted on the virtual meeting login page.

Who is entitled to vote at the extraordinary general meeting?

APAC has fixed [•], 2022 as the APAC Record Date for the extraordinary general meeting. If you were a shareholder of APAC at the close of business on the APAC Record Date, you are entitled to vote on matters that come before the extraordinary general meeting. However, a shareholder may only vote his or her shares if he or she is present in person or is represented by proxy at the extraordinary general meeting.

How many votes do I have?

APAC shareholders are entitled to one vote at the extraordinary general meeting for each ordinary share held of record as of the APAC Record Date. As of the close of business on the APAC Record Date for the extraordinary general meeting, there were 23,000,000 APAC Class A Ordinary Shares issued and outstanding, and 5,750,000 APAC Class B Ordinary Shares issued and outstanding.

What constitutes a quorum?

A quorum of APAC shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if one or more shareholders who together hold not less than one-third of the issued and outstanding ordinary shares entitled to vote at the extraordinary general meeting are in attendance in person or by proxy. As of the APAC Record Date for the extraordinary general meeting, 9,583,334 ordinary shares would be required to achieve a quorum.

What vote is required to approve each proposal at the extraordinary general meeting?

The following votes are required for each proposal at the extraordinary general meeting:

(i)

Business Combination Proposal: The approval of the Business Combination Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

(ii)

Domestication Proposal: The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. With respect to the Domestication Proposal, a holder of APAC Class B Ordinary Shares shall have ten votes for every APAC Class B Ordinary Share of which he or she is the holder and a holder of APAC Class A Ordinary Shares shall have one vote for every APAC Class A Ordinary Share of which he or she is the holder.

(iii)

Organizational Documents Proposal: The approval of the Organizational Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

(iv)

Non-Binding Governance Proposals: The Non-Binding Governance Proposals are constituted of non-binding advisory proposals, and may be approved by ordinary resolution, being the affirmative vote of the holders of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

(v)

Director Election Proposal: The approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. With respect to the Director Election Proposal, only the holders of the APAC Class B Ordinary Shares are entitled to vote.

(vi)

Stock Issuance Proposal: The approval of the Stock Issuance Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

(vii)

Incentive Plan Proposal: The approval of the Incentive Plan Proposal may be approved by an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

(viii)

ESPP Proposal: The approval of the ESPP Proposal may be approved by an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

(ix)

Adjournment Proposal: The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

What are the recommendations of the APAC Board?

The APAC Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of APAC’s shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Organizational Documents Proposal, and “FOR” all of the other proposals. The existence of financial and personal interests of one or more of APAC’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of APAC and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, APAC’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — Interests of APAC’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

How does the Sponsor intend to vote its shares?

Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor has agreed to vote all the founder shares and any public shares purchased during or after APAC’s initial public offering in favor of the Business Combination. As of the date of this proxy statement/prospectus/information statement, the Sponsor (including APAC’s directors) owns 20% of the issued and outstanding ordinary shares.

price offered through the redemption process. Any such securities purchased by the Sponsor or its affiliates, or any other third party that would vote at the direction of the Sponsor or its affiliates, will not be voted in favor of approving the Business Combination. However, they have no current commitments, plans or intentions to engage in any such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares or warrants in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of APAC’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

In the event that the Sponsor or APAC’s directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The Sponsor and its affiliates have entered into an agreement with APAC, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares.

The purpose of such purchases would be to (i) ensure that such shares would not be redeemed in connection with the initial business combination or (ii) ensure that APAC’s net tangible assets are at least $5,000,001, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of the Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of APAC Class A Ordinary Shares may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

The Sponsor and APAC’s officers, directors and/or their affiliates anticipate that they may identify the shareholders with whom the Sponsor or APAC’s officers, directors or their affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of Class A Ordinary Shares) following our mailing of proxy materials in connection with the Business Combination. To the extent that the Sponsor or APAC’s officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against the Business Combination Proposal but only if such shares have not already been voted at the extraordinary general meeting. The Sponsor and APAC’s officers, directors, advisors or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

To the extent that the Sponsor or APAC’s officers, directors, advisors or their affiliates enter into any such private purchase, prior to the Extraordinary General Meeting APAC will file a current report on Form 8-K to disclose (1) the amount of securities purchased in any such purchases, along with the purchase price; (2) the purpose of any such purchases; (3) the impact, if any, of any such purchases on the likelihood that the business combination transaction will be approved; (4) the identities or the nature of the security holders (e.g., 5% security holders) who sold their securities in any such purchases; and (5) the number of securities for which APAC has received redemption requests pursuant to its shareholders' redemption rights in connection with the Business Combination.

Any purchases by the Sponsor or APAC’s officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. The Sponsor and APAC’s officers, directors and/or their affiliates will not make purchases of APAC Class A Ordinary Shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

What happens if I sell my APAC ordinary shares before the extraordinary general meeting?

The APAC Record Date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your public shares after the applicable APAC Record Date, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such general meeting but the transferee, and not you, will have the ability to redeem such shares (if time permits).

May I change my vote after I have delivered my signed proxy card or voting instruction card?

Yes. If you are a shareholder of record of APAC ordinary shares as of the close of business on the APAC Record Date, you can change or revoke your proxy before it is voted at the meeting in one of the following ways:

•

Submit a new proxy card bearing a later date; or

•

Vote in person or electronically at the extraordinary general meeting by visiting www.[•].com and entering the control number found on your proxy card, voting instruction form or notice you previously received. Please note that your attendance at the extraordinary general meeting will not alone serve to revoke your proxy.

What happens if I fail to take any action with respect to the extraordinary general meeting?

If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a stockholder or warrant holder of New OmniAb. If you fail to take any action with respect to the extraordinary general meeting and the Business Combination Proposal and the other Condition Precedent Proposals are not approved, you will remain a shareholder or warrant holder of APAC. However, if you fail to vote with respect to the extraordinary general meeting, you will nonetheless be eligible to elect to redeem your public shares in connection with the Business Combination.

What happens if I attend the extraordinary general meeting and abstain or do not vote?

For purposes of the APAC extraordinary general meeting, an abstention occurs when a shareholder is present at the APAC extraordinary general meeting and does not vote or returns a proxy with an “abstain” vote.

If you are a APAC shareholder that attends the APAC extraordinary general meeting in person or virtually and fails to vote on the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Non-Binding Governance Proposals, the Director Election Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal or the Adjournment Proposal, or if you respond to such proposals with an “abstain” vote, your failure to vote or your “abstain” vote, in each case, will have no effect on the vote count for such proposals.

What should I do with my APAC share certificates, warrant certificates or unit certificates?

APAC shareholders who exercise their redemption rights must deliver (either physically or electronically) their share certificates to Continental, APAC’s transfer agent, prior to the extraordinary general meeting.

APAC warrant holders should not submit the certificates relating to their warrants. Public shareholders who do not elect to have their public shares redeemed for the pro rata share of the trust account should not submit the certificates relating to their public shares.

Upon the Domestication, holders of APAC Units, APAC Class A Ordinary Shares, APAC Class B Ordinary Shares and APAC Warrants will receive shares of New OmniAb Common Stock and New OmniAb Warrants, as the case may be, without needing to take any action and, accordingly, such holders should not submit any certificates relating to their units, APAC Class A Ordinary Shares (unless such holder elects to redeem the public shares in accordance with the procedures set forth above), APAC Class B Ordinary Shares or APAC Warrants.

What should I do if I receive more than one set of voting materials?

APAC shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus/information statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your APAC ordinary shares.

Who will solicit and pay the cost of soliciting proxies for the extraordinary general meeting?

APAC will pay the cost of soliciting proxies for the extraordinary general meeting. APAC has engaged D.F. King & Co., Inc. (“D.F. King”) to assist in the solicitation of proxies for the extraordinary general meeting. APAC has agreed to pay D.F. King a fee of $25,000, plus disbursements (to be paid with non-trust account funds). APAC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of APAC Class A Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of APAC Class A Ordinary Shares and in obtaining voting instructions from those owners. APAC’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Where can I find the voting results of the extraordinary general meeting?

The preliminary voting results will be expected to be announced at the extraordinary general meeting. APAC will publish final voting results of the extraordinary general meeting in a Current Report on Form 8-K within four business days after the extraordinary general meeting.

Who can help answer my questions?

If you have questions about the Business Combination or if you need additional copies of this proxy statement/prospectus/information statement, any document incorporated by reference in this proxy statement/prospectus/information statement or the enclosed proxy card, you should contact:

D.F. King & Co, Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
Call Toll-Free: (888) 887-0082
Banks and Brokers Call: (212) 269-5550
AHPA@dfking.com

You also may obtain additional information about APAC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your public shares (either physically or electronically) to Continental, APAC’s transfer agent, at the address below prior to the extraordinary general meeting. Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on [•], 2022 (two business

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS/INFORMATION STATEMENT

This summary highlights selected information from this proxy statement/prospectus/information statement and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the extraordinary general meeting, including the Business Combination, you should read this proxy statement/prospectus/information statement, including the Annexes and other documents referred to herein, carefully and in their entirety. The Merger Agreement is the primary legal document that governs the Business Combination and the other transactions that will be undertaken in connection with the Business Combination. The Merger Agreement is also described in detail in this proxy statement/prospectus/information statement in the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — Summary of the Merger Agreement.”

Unless otherwise specified, all share calculations (1) assume no exercise of redemption rights by the public shareholders in connection with the Business Combination and (2) do not include any shares issuable upon the exercise of the New OmniAb Warrants or underlying New OmniAb Equity Awards.

The Parties to the Business Combination

APAC

On August 12, 2021, APAC consummated its initial public offering of 23,000,000 units, including the issuance of 3,000,000 units as a result of the underwriter’s exercise in full of their over-allotment option (the “IPO”), with each unit consisting of one Class A ordinary share of APAC, par value $0.0001 per share, and one-third of one redeemable warrant of APAC, each whole warrant entitling the holder thereof to purchase one APAC Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment (the “APAC Units”). The APAC Units were sold at a price of $10.00 per APAC Unit, generating gross proceeds of $230,000,000. Substantially concurrently with the closing of the IPO, APAC completed the private sale of the APAC Private Placement Warrants to the Sponsor, generating gross proceeds to APAC of $12,350,000. The APAC Private Placement Warrants are identical to the warrants sold as part of the APAC Units in the IPO, except that, so long as they are held by the Sponsor or its permitted transferees: (i) they (including the APAC Class A Ordinary Shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of APAC’s initial business combination and (ii) they (including the APAC Class A Ordinary Shares issuable upon exercise of these warrants) are entitled to registration rights.

A total of $235,750,000, comprised of the proceeds from the IPO and a portion of the sale of the Private Placement Warrants, were placed in a U.S.-based trust account at JP Morgan Chase Bank, N.A., maintained by Continental, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to APAC to pay its taxes if such funds are held in an interest-bearing account, the proceeds from the IPO will not be released from the trust account until the earliest to occur of: (i) the completion of APAC’s initial business combination; (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend APAC’s amended and restated memorandum and articles of association (a) to modify the substance or timing of APAC’s obligation to provide holders of the APAC Class A Ordinary Shares the right to have their shares redeemed in connection with APAC’s initial business combination or to redeem 100% of its public shares if APAC does not complete its initial business combination within 18 months from the closing of the IPO or (b) with respect to any other provision relating to the rights of holders of the APAC Class A Ordinary Shares; or (iii) the redemption of all of APAC’s public shares if it has not completed its initial business combination within 18 months from the closing of the IPO.

The APAC Units, APAC Class A Ordinary Shares and APAC warrants are currently listed on the Nasdaq under the symbols “AHPAU,” “AHPA” and “AHPAW,” respectively.

APAC’s principal executive office is located at 65 East 55th Street, 18th Floor, New York, NY 10022. Its telephone number is (212) 593-6900.

Merger Sub

APAC Merger Sub Inc. (“Merger Sub”) is a Delaware corporation and a wholly-owned subsidiary of APAC. The Merger Sub does not own any material assets or operate any business and was formed for the purpose of participating in the Merger transaction.

Ligand

Ligand is a biopharmaceutical company focused on developing or acquiring technologies that help pharmaceutical companies discover and develop medicines. Ligand Common Stock is listed on The Nasdaq Global Market under the symbol “LGND.” Ligand was incorporated under the laws of the State of Delaware on May 18, 1995. Ligand’s principal executive offices are located at 5980 Horton Street, Suite 405, Emeryville, CA 94608, and its telephone number is (858) 550-7500.

OmniAb

OmniAb was incorporated under the laws of the State of Delaware on December 14, 2015 under the name Schrader 2 Acquisition, Inc. It is a wholly-owned subsidiary of Ligand. On January 8, 2016, Ligand acquired Open Monoclonal Technology, Inc., another Delaware corporation, pursuant to a multi-step transaction that resulted in the merger of that other company into Schrader 2 Acquisition, Inc. On January 8, 2016, Schrader 2 Acquisition, Inc. changed its name to Open Monoclonal Technology, Inc., and on November 10, 2021 Open Monoclonal Technology, Inc. changed its name to OmniAb, Inc. OmniAb’s principal executive offices are located at 5980 Horton Street, Suite 405, Emeryville, CA 94608, and its telephone number is (510) 250-7800. The OmniAb Business involves a suite of technologies, including a core competence focused on ion channels and transporters and a patent-protected transgenic animal platform used in the discovery of fully human monoclonal and bispecific therapeutic antibodies.

Transaction Steps

The Business Combination will be accomplished by way of the following transaction steps:

•

The Domestication will be effected, whereby APAC’s jurisdiction of incorporation will be changed by its deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware at least one (1) business day prior to the consummation of the Merger;

•

The Separation will be effected, whereby 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 make a contribution to the capital of OmniAb of $15,000,000 less certain transaction and other expenses;

•

The Distribution will be effected, whereby Ligand will distribute to Ligand stockholders 100% of the OmniAb Common Stock;

•

Pursuant to the Employee Matters Agreement, at the time of the Distribution (i) each existing Ligand equity award granted prior to March 2, 2022, with certain limited exceptions, will be split into (A) a new Ligand equity award and (B) a new OmniAb Equity Award, with any in-the-money value in the original Ligand equity award split between such awards based on the relative values of Ligand and OmniAb at the time of the Distribution, and (ii) each existing Ligand equity award granted on or after March 2, 2022 will be converted into either (A) if the holder will be a Ligand service provider following the Distribution, an adjusted Ligand equity award, or (B) if the holder will be an OmniAb service provider following the Distribution, a new OmniAb Equity Award, with the intrinsic value of such adjusted or converted award equal to the intrinsic value in the original Ligand equity award based on the relative values of Ligand and OmniAb at the time of the Distribution;

•

Pursuant to the A&R FPA, OmniAb, New OmniAb and the Sponsor will effect the Forward Purchase, whereby New OmniAb will issue and sell to the Sponsor 1,500,000 shares of New OmniAb Common Stock and warrants to acquire 1,666,667 shares of New OmniAb Common Stock for an aggregate purchase price of $15,000,000, with such purchases to be consummated following the Domestication and prior to the Merger. In addition to the Forward Purchase, the Sponsor has agreed to effect the Redemption Backstop (to the extent necessary), whereby the Sponsor will purchase up to an additional 10,000,000 shares of New OmniAb Common Stock and up to an additional 1,666,667 New OmniAb Warrants, for an aggregate additional purchase price of up to $100,000,000, in order to backstop shareholder redemptions to the extent such redemptions would result in the cash proceeds to be available to the combined company following the Business Combination from APAC’s trust account to be less than $100,000,000; and

•

Proposals to be Put to the Shareholders of APAC at the Extraordinary General Meeting

The following is a summary of the proposals to be put to the extraordinary general meeting of APAC and certain transactions contemplated by the Merger Agreement. Each of the Condition Precedent Proposals is cross-conditioned on the approval of the others. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus/information statement. The Non-Binding Governance Proposals are constituted of non-binding advisory proposals. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting.

The Business Combination Proposal

At the extraordinary general meeting, APAC shareholders will be asked to consider and vote upon the Business Combination Proposal. Pursuant to the Business Combination Proposal, APAC shareholders will vote upon adoption of the Merger Agreement, the Transaction Documents and the transactions contemplated thereby. The Merger Agreement provides for, among other things, following the Domestication, the Separation, the Distribution, the Forward Purchase and the Redemption Backstop, if necessary, the merger of Merger Sub with and into OmniAb (the “Merger”), with OmniAb surviving the merger as a wholly-owned subsidiary of APAC, in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in this proxy statement/prospectus/information statement.

After consideration of the factors identified and discussed in the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — The APAC Boards’ Reasons for the Business Combination,” the APAC Board concluded that the Business Combination met all of the requirements disclosed in the prospectus for APAC’s initial public offering, including that the business of OmniAb and its subsidiaries had a fair market value equal to at least 80% of the net assets held in trust (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust).

Merger Consideration

As a result of and upon the Closing, among other things, each outstanding share of OmniAb Common Stock (other than Treasury Shares), will be cancelled upon the Effective Time in exchange for the right to receive (i) a number of shares of New OmniAb Common Stock equal to the Base Exchange Ratio, and (ii) a number of OmniAb Earnout Shares equal to the Earnout Exchange Ratio. For further details, see “Shareholder Proposal No. 1 — The Business Combination Proposal — Merger Consideration.”

In addition, all (i) OmniAb Options, (ii) OmniAb RSUs and (iii) OmniAb PSUs, in each case, that are outstanding as of immediately prior to the Effective Time, will be converted into such number of (a) New OmniAb Options, (b) New OmniAb RSUs and (c) New OmniAb PSUs, respectively, in each case, equal to (1) the number of shares of OmniAb Common Stock underlying such OmniAb Equity Awards immediately

prior to the Effective Time multiplied by (2) the Base Exchange Ratio. Each holder of an OmniAb Option, OmniAb RSU and/or OmniAb PSU will also receive a number of OmniAb Earnout Shares equal to the number of shares of OmniAb Common Stock underlying such OmniAb Options, OmniAb RSUs and/or OmniAb PSUs, as applicable, multiplied by the Earnout Exchange Ratio, and the exercise price of each outstanding New OmniAb Option will be equal to the exercise price of the pre-conversion OmniAb Option divided by the Base Exchange Ratio. For further details, see “Shareholder Proposal No. 1 — The Business Combination Proposal — Consideration, Treatment of OmniAb Options, OmniAb RSUs and OmniAb PSUs.”

Closing Conditions

The Merger Agreement provides that the obligations of the parties to consummate the Merger are conditioned on, among other things, (i) the expiration or termination of the waiting period under the HSR Act, (ii) receipt of required consents and approvals from certain governmental authorities, (iii) no agreement between Ligand or APAC and any governmental authority pursuant to which Ligand or APAC has agreed not to consummate the Business Combination shall be in effect, (iv) no governmental authority of competent jurisdiction shall have enacted, issued or granted any law (whether temporary, preliminary or permanent), in each case that is in effect and which has the effect of restraining, enjoining or prohibiting the consummation of the transaction, (v) APAC shall have at least $5,000,001 of net tangible assets as of the Closing, (vi) the New OmniAb Common Stock issuable pursuant to the Business Combination shall have been approved for listing on Nasdaq, subject to official notice of issuance, (vii) Ligand, OmniAb, APAC and Merger Sub shall each have performed and complied in all material respects with the obligations, covenants and agreements required by the Merger Agreement to be performed or complied with by it at or prior to the Effective Time (viii) customary bring down conditions related to the accuracy of the parties’ respective representations and warranties in the Merger Agreement, (ix) the consummation of the Separation, the Distribution and the other transactions contemplated by the Separation Agreement, (x) each of APAC’s and OmniAb’s registration statements to be filed with the United States Securities and Exchange Commission shall have become effective, (xi) APAC’s shareholder approval of the Condition Precedent Proposals shall have been obtained and (xii) the receipt by Ligand and APAC of certain tax opinions.

In addition, the respective obligations of OmniAb and Ligand to consummate the Business Combination is conditioned upon, among other items, the completion of the Forward Purchase and the Redemption Backstop, the resignation of all directors and all executive officers of APAC and the occurrence of the Domestication. APAC’s obligation to consummate the Business Combination is also conditioned on there having been no “Material Adverse Effect” on OmniAb since the date of the Merger Agreement.

To the extent permitted under applicable law, the foregoing conditions, including the conditions in the Merger Agreement related to the receipt by Ligand and APAC of certain tax opinions, may be waived by the applicable party or parties in writing. To the extent that the APAC Board or the Ligand Board determines that any modifications by the parties, including any waivers of any conditions to the Closing, materially change the terms of the Business Combination, APAC and Ligand will notify their respective stockholders in a manner reasonably calculated to inform them about the modifications as may be required by law, by publishing a press release, filing a current report on Form 8-K and/or circulating a supplement to this proxy statement/prospectus/information statement. For further details, see “Shareholder Proposal No. 1 — The Business Combination Proposal — Summary of the Merger Agreement.”

Domestication Proposal

APAC will ask its shareholders to approve by special resolution the Domestication Proposal. As a condition to closing the Business Combination pursuant to the terms of the Merger Agreement, the APAC Board has unanimously approved the Domestication Proposal. If approved, APAC’s jurisdiction of incorporation will be changed by its deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware at least one (1) business day prior to the consummation of the Merger (the “Domestication”). As more fully described elsewhere in this proxy statement/prospectus/information statement, you will be asked to consider and vote upon a proposal to approve the Domestication (the “Domestication Proposal”). In connection with the consummation of the Domestication, APAC will change its name to “OmniAb, Inc.” (APAC, following the Domestication, is sometimes referred to in the proxy statement/prospectus/information statement as “New OmniAb”);

As a result of and upon the effective time of the Domestication, (1) each then issued and outstanding Class A ordinary share, par value $0.0001 per share, of APAC (the “APAC Class A Ordinary Shares”), will convert automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of New OmniAb (the “New OmniAb Common Stock”), (2) each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of APAC (the “APAC Class B Ordinary Shares”) will convert automatically, on a one-for-one basis, into a share of New OmniAb Common Stock, (3) each then issued and outstanding warrant of APAC (the “APAC Warrants”) will convert automatically into a warrant to acquire one share of New OmniAb Common Stock (the “New OmniAb Warrants”) pursuant to the Warrant Agreement, dated August 9, 2021 (the “Warrant Agreement”), by and between APAC and Continental Stock Transfer & Trust Company (“Continental”), a New York corporation, as warrant agent, and (4) each then issued and outstanding unit of APAC (the “APAC Units”), will separate and convert automatically into one share of New OmniAb Common Stock and one-third of one New OmniAb Warrant. As used in this proxy statement/prospectus/information statement, “public shares” shall mean the APAC Class A Ordinary Shares (including those that underlie the APAC Units) that were issued pursuant to APAC’s initial public offering and the shares of New OmniAb Common Stock issued as a matter of law upon the conversion thereof on the effective date of the Domestication, as applicable.

For further details, see “Shareholder Proposal No. 2 — The Domestication Proposal.”

Organizational Documents Proposal

APAC will also ask its shareholders to approve a proposal to approve and adopt the proposed certificate of incorporation and bylaws of New OmniAb in connection with the Domestication.

For further details, see “Shareholder Proposal No. 3 — The Organizational Documents Proposal.”

Non-Binding Governance Proposals

APAC’s shareholders are also being asked to consider and vote upon proposals to approve, on a non-binding advisory basis, certain material differences between APAC’s Amended and Restated Memorandum and Articles of Association (as it may be amended from time to time, the “Cayman Constitutional Documents”) and the proposed certificate of incorporation and bylaws of New OmniAb, presented separately in accordance with the United States Securities and Exchange Commission’s requirements.

The Proposed Organizational Documents differ in certain material respects from the Cayman Constitutional Documents and APAC encourages shareholders to carefully review the information set out in the sections entitled “Shareholder Proposal No. 3 — The Organizational Documents Proposal,” “Shareholder Proposal No. 4 — The Non-Binding Governance Proposals,” the Cayman Constitutional Documents of APAC, attached hereto as Annex J and the Proposed Organizational Documents of New OmniAb, attached hereto as Annex H and Annex I.

Stock Issuance Proposal

APAC’s shareholders are also being asked to approve a proposal for the purposes of complying with the applicable provisions of Nasdaq Rule 5635, the issuance of shares of New OmniAb Common Stock in connection with the Domestication, the Forward Purchase, the Redemption Backstop and the Merger.

For additional information, see “Shareholder Proposal No. 5 — The Stock Issuance Proposal.”

Incentive Plan Proposal

APAC’s shareholders are also being asked to approve a proposal for the adoption by New OmniAb of the OmniAb, Inc. 2022 Incentive Award Plan.

For additional information, see “Shareholder Proposal No. 6 — Incentive Plan Proposal.”

ESPP Proposal

APAC’s shareholders are also being asked to approve a proposal for the adoption by New OmniAb of the OmniAb, Inc. 2022 Employee Stock Purchase Plan.

For additional information, see “Shareholder Proposal No. 7 — ESPP Proposal.”

Director Election Proposal

APAC’s shareholders are also being asked to approve a proposal to elect seven directors to the New OmniAb Board effective as of the closing of the Merger as contemplated by the Merger Agreement.

For additional information on the proposed directors, see “Shareholder Proposal No. 8 — The Director Election Proposal.”

Adjournment Proposal

APAC’s shareholders are also being asked to approve a proposal for the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event that there are not sufficient votes to constitute a quorum or approve and adopt any one or more of the foregoing proposals at the extraordinary general meeting.

For additional information, see “Shareholder Proposal No. 9 — Adjournment Proposal.”

The APAC Boards’ Reasons for the Business Combination

APAC was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

In evaluating the Business Combination, the APAC Board consulted with APAC’s management and legal and other advisors and considered a number of factors. In particular, the APAC Board considered, among other things, the following factors, although not weighted or in any order of significance:

Due Diligence. APAC and certain of its advisors conducted a diligence review of OmniAb and its business, including review of relevant documentation and discussions with OmniAb’s management and OmniAb’s financial, legal and other advisors.

Other Alternatives. After a review of other business combination opportunities reasonably available to APAC, the APAC Board believes that the proposed Business Combination represents the best potential business combination for APAC and the most attractive opportunity for APAC’s shareholders based upon the process utilized to evaluate and assess other potential acquisition targets, and that such process has not presented a better alternative.

Negotiated Transaction. The financial and other terms and condition of the Merger Agreement are, in the view of the APAC Board, reasonable and were the product of arm’s length negotiations between APAC and Ligand and its advisors.

For a more complete description of the APAC Boards’ reasons for approving the Business Combination, including other factors and risks considered by the APAC Board, see the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — The APAC Boards’ Reasons for the Business Combination.”

The Ligand Board’s Reasons for the Business Combination

The Ligand Board believes that the separation of Ligand’s OmniAb Business from the remainder of its businesses through the Business Combination would be in the best interests of Ligand and its stockholders, including that the Business Combination will:

•

allow each of Ligand and OmniAb to pursue its own operational and strategic priorities and more quickly respond to trends, developments and opportunities in its respective markets;

•

result in a tax-efficient separation of the OmniAb Business from Ligand’s other businesses;

•

provide capital to support the growth of the OmniAb Business and the OmniAb platform technology;

•

create two separate and distinct management teams focused on each business’s unique strategic priorities, target markets and corporate development opportunities;

•

give each business opportunity and flexibility by pursuing its own investment, capital allocation and growth strategies consistent with its long-term objectives;

•

allow investors to separately value each business based on the unique merits, performance and future prospects of each business, providing investors with two distinct investment opportunities;

•

enhance the ability of each business to attract and retain qualified management and to better align incentive-based compensation with the performance of each separate business;

•

give each of OmniAb and Ligand its own equity currency for use in connection with acquisitions; and

•

prior to the earlier of (i) 180 days after the date of the Merger Agreement or (ii) this S-4 registration statement being declared effective by the SEC, allow Ligand to respond to certain alternative transaction proposals and terminate the Merger Agreement, subject to payment of a termination fee to APAC, to accept an alternative proposal under certain circumstances.

The Ligand Board also considered potentially negative factors in evaluating the Business Combination, including the risks identified and discussed in the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — The Ligand Board’s Reasons for the Business Combination” and “Risk Factors.” The Ligand Board concluded that the potential benefits of the Business Combination outweighed these factors.

Related Agreements

This section describes certain additional agreements entered into or to be entered into pursuant to the Merger Agreement. For additional information, see “Shareholder Proposal No. 1 — The Business Combination Proposal — Summary of the Separation Agreement” and “— Summary of the Ancillary Agreements.”

Separation Agreement

On March 23, 2022, in connection with the execution of the Merger Agreement, Ligand, OmniAb and APAC entered into the Separation Agreement which sets forth the principal actions to be taken in connection with the Separation. The Separation Agreement identifies assets to be transferred, liabilities to be assumed and contracts to be assigned to each of Ligand and OmniAb as part of the internal reorganization described therein and requires the Ligand Contribution to be made to OmniAb. The Separation Agreement also sets forth other agreements that govern certain aspects of OmniAb’s relationship with Ligand following the Business Combination. Pursuant to the Separation Agreement, OmniAb will issue additional shares of OmniAb Common Stock to Ligand. Ligand will then distribute on a pro rata basis all of the outstanding shares of OmniAb Common Stock to the holders of Ligand Common Stock as of the Ligand Record Date set for the Distribution by delivering to the distribution agent a book-entry authorization representing the shares of OmniAb Common Stock being distributed for the account of Ligand’s stockholders. The distribution agent will hold such book-entry shares for the account of OmniAb’s stockholders (as of immediately after consummation of the Distribution) pending the Merger. The Separation Agreement is attached to this proxy statement/prospectus/information statement as Annex B.

Employee Matters Agreement

On March 23, 2022, in connection with the execution of the Merger Agreement, APAC, Ligand, OmniAb and Merger Sub entered into the Employee Matters Agreement, which sets forth the terms and conditions of certain 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 Business Combination and related covenants and commitments of the parties. On August 18, 2022, the parties entered into an Amended and Restated Employee Matters Agreement in order to update the treatment of certain incentive equity awards in the Distribution and the Business Combination. Pursuant to the Employee Matters Agreement (as amended), (i) each existing Ligand equity award granted prior to March 2, 2022, with certain limited exceptions, will be split into (A) a new Ligand equity award and (B) a new OmniAb Equity Award, with any intrinsic value in the original Ligand equity award split between such awards based on the relative values of Ligand and OmniAb at the time of the

Distribution, and (ii) each existing Ligand equity award granted on or after March 2, 2022 will be converted into either (A) if the holder will be a Ligand service provider following the Distribution, an adjusted Ligand equity award, or (B) if the holder will be an OmniAb service provider following the Distribution, a new OmniAb Equity Award, with the intrinsic value of such adjusted or converted award equal to the intrinsic value in the original Ligand equity award based on the relative values of Ligand and OmniAb at the time of the Distribution. The Employee Matters Agreement is attached to this proxy statement/prospectus/information statement as Annex K.

Sponsor Insider Agreement

On March 23, 2022, in connection with the execution of the Merger Agreement, OmniAb, the Sponsor and the directors and officers of APAC (the “Insiders”) entered into the Sponsor Insider Agreement, pursuant to which, among other things, the Insiders agreed to vote any APAC securities held by them to approve the Business Combination Proposal and the other APAC shareholder matters required pursuant to the Merger Agreement, and not to seek redemption of any of their APAC securities in connection with the consummation of the Business Combination. Pursuant to the Sponsor Insider Agreement, the Sponsor also agreed to subject up to all 1,916,667 Sponsor Earnout Shares to forfeiture if an applicable Sponsor Triggering Event has not occurred with respect to such Sponsor Earnout Shares during the period from the date of the Closing to and including the fifth anniversary of the date of the Closing. The Sponsor Insider Agreement is attached to this proxy statement/prospectus/information statement as Annex C.

Amended & Restated Forward Purchase Agreement

On March 23, 2022, in connection with the execution of the Merger Agreement, APAC entered into the A&R FPA with the Sponsor and OmniAb. Pursuant to the A&R FPA, APAC has agreed that, in connection with the consummation of the Business Combination, it will issue and sell to the Sponsor 1,500,000 shares of New OmniAb Common Stock and warrants to acquire 1,666,667 shares of New OmniAb Common Stock for an aggregate purchase price of $15,000,000 in the Forward Purchase. In addition to the Forward Purchase, the Sponsor has agreed to purchase up to an additional 10,000,000 shares of New OmniAb Common Stock and up to an additional 1,666,667 APAC warrants in the Redemption Backstop, for an aggregate additional purchase price of up to $100,000,000 in order to backstop shareholder redemptions to the extent such redemptions would result in the cash proceeds to be available to the combined company following the Business Combination from APAC’s trust account to be less than $100,000,000. The A&R FPA also provides that in the event the Merger Agreement is terminated by Ligand under circumstances in which the Termination Fee would be payable under the Merger Agreement, Ligand shall pay the Sponsor a termination fee of $12,500,000 in connection therewith. The A&R FPA is attached to this proxy statement/prospectus/information statement as Annex D.

Amended & Restated Registration and Stockholder Rights Agreement

Concurrently with the completion of the Business Combination, APAC, Sponsor, the existing holders party to the original Registration and Stockholder Rights Agreement, dated August 9, 2021 (the “Original Registration Rights Agreement”), and the new holders to become party to the A&R Registration Rights Agreement, will enter into an Amended & Restated Registration and Stockholder Rights Agreement, the form of which is attached to this proxy statement/prospectus/information statement as Annex G (the “A&R Registration Rights Agreement”). The Original Registration Rights Agreement will be amended to, among other things, require APAC to use commercially reasonable efforts to, within thirty (30) days after the Closing, file a registration statement on Form S-1 to permit the public resale of all of the Registrable Securities (as defined in the A&R Registration Rights Agreement) held by the holders from time to time as permitted by Rule 415 under the Securities Act, and to provide certain equityholders of OmniAb as of immediately prior to the Closing of the Business Combination with customary registration rights.

Tax Matters Agreement

benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and certain other matters regarding taxes.

In general, APAC and OmniAb will be liable for all U.S. federal, state, local and foreign taxes (and any related interest, penalties or audit adjustments) that are (i) imposed with respect to tax returns that include both OmniAb and Ligand, to the extent such taxes are attributable to OmniAb or the OmniAb Business, or (ii) imposed with respect to tax returns that include OmniAb but not Ligand, in each case, for tax periods (or portions thereof) beginning after the Distribution.

Notwithstanding the foregoing, APAC and OmniAb may be liable for certain taxes resulting from the restructuring transactions undertaken to effectuate the Distribution.

The Distribution, together with certain related transactions, is intended to qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Code. Pursuant to the Tax Matters Agreement, taxes incurred by Ligand, APAC or OmniAb relating to or arising out of the failure of the intended tax treatment will generally be shared equally by Ligand, on the one hand, and APAC and OmniAb, on the other hand. If, however, such failure is attributable to certain acts or omissions by APAC or OmniAb, inaccuracies, misrepresentations or misstatements relating to APAC or OmniAb or certain events involving the stock of APAC or OmniAb or assets of OmniAb, APAC and OmniAb will generally bear all such taxes. Under certain circumstances, including if the failure is attributable to Ligand or an event involving Ligand’s stock or assets, Ligand will bear all such taxes.

The Tax Matters Agreement will require APAC and OmniAb to comply with the representations made in the materials submitted to legal counsel in connection with the Distribution Tax Opinion that Ligand expects to receive regarding the intended tax treatment of the Distribution and certain related transactions. The Tax Matters Agreement will also restrict OmniAb’s and APAC’s ability to take or fail to take any action if such action or failure to act could reasonably be expected to adversely affect the intended tax treatment. In particular, in the two years following the Distribution, APAC and OmniAb will be subject to certain restrictions, generally including being prevented from (i) entering into any transaction which could, when combined with other transactions (including the Merger), result in a 45% or greater change in ownership of APAC’s or OmniAb’s equity as part of a plan or series of related transactions that includes the Distribution, (ii) ceasing the active conduct of certain of OmniAb’s businesses, (iii) voluntarily dissolving or liquidating APAC or OmniAb and (iv) causing, permitting, or agreeing to the sale, transfer, or disposal of assets of OmniAb that, in the aggregate, constitute more than 30% of the consolidated gross assets of OmniAb, in each case, unless OmniAb obtains a private letter ruling from the IRS, an unqualified opinion of a nationally recognized tax advisor that such action will not cause a failure of the intended tax treatment, or Ligand consents to the undertaking of such action.

Notwithstanding receipt of such ruling, opinion or consent, in the event that such action causes a failure of the intended tax treatment, APAC and OmniAb could be responsible for all taxes arising therefrom.

APAC’s and OmniAb’s obligations under the Tax Matters Agreement are not limited in amount or subject to any cap.

Transition Services Agreements

In connection with the Separation, OmniAb and Ligand will enter into two Transition Services Agreements pursuant to which Ligand and its affiliates and OmniAb and its affiliates will provide to each other various non-scientific and non-technical services set forth in the applicable Transition Services Agreement, which services are of the type that OmniAb and Ligand provided to, and received from, each other prior to the Separation. The fees for each of the transition services are set forth in the applicable Transition Services Agreement as a flat monthly fee, and the receiving party will reimburse the providing party for all reasonable out-of-pocket costs and expenses that the providing party incurs in connection with providing the transition services. Each of the Transition Services Agreements will terminate on the expiration of the term of the last service provided under it, unless earlier terminated by the receiving party with prior written notice, by either party in the event of an uncured material breach by the other party or its applicable affiliates, upon bankruptcy or insolvency of the other party, or by mutual agreement of the parties. The transition services are generally expected to last up to one year and the receiving party for a particular service

may terminate such service prior to the scheduled expiration date with prior written notice. OmniAb does not anticipate that its net costs associated with the Transition Services Agreements will be materially different than the historical costs that have been allocated by Ligand to OmniAb related to these same services.

Ownership of APAC following Business Combination

As of the date of this proxy statement/prospectus/information statement, there are 28,750,000 ordinary shares of APAC issued and outstanding, which include the 5,750,000 founder shares held by the Sponsor (including APAC’s directors) and the 23,000,000 public shares. As of the date of this proxy statement/prospectus/information statement, there are outstanding an aggregate of 15,900,000 APAC Warrants, which include the 8,233,333 APAC Private Placement Warrants held by the Sponsor and the 7,666,667 APAC Public Warrants. Each whole warrant entitles the holder thereof to purchase one APAC Class A Ordinary Share and, following the Domestication, will entitle the holder thereof to purchase one share of New OmniAb Common Stock. Therefore, as of the date of this proxy statement/prospectus/information statement (without giving effect to the Business Combination), the APAC fully diluted share capital would be 44,650,000. It is anticipated that, following the Business Combination, (1) APAC’s public shareholders are expected to own approximately 18.0% of the outstanding shares of New OmniAb Common Stock, (2) OmniAb stockholders (without taking into account any public shares held by OmniAb stockholders prior to the consummation of the Business Combination) are expected to own approximately 76.3% of the outstanding shares of New OmniAb Common Stock and (3) the Sponsor and related parties are expected to collectively own approximately 5.7% of the outstanding shares of New OmniAb Common Stock. These percentages (i) assume (a) that no public shareholders exercise their redemption rights in connection with the Business Combination, (b) that New OmniAb issues 97,731,592 shares of New OmniAb Common Stock to former stockholders of OmniAb and former holders of OmniAb Equity Awards as of immediately prior to the Effective Time and (c) that New OmniAb issues 1,500,000 shares of New OmniAb Common Stock to the Sponsor pursuant to the Forward Purchase, (ii) exclude all New OmniAb Options that may be exercisable for shares of New OmniAb Common Stock, New OmniAb RSUs and New OmniAb PSUs, (iii) include the Sponsor Earnout Shares and the OmniAb Earnout Shares (as defined in the Merger Agreement) and (iv) exclude the impact of any New OmniAb Warrants that will be outstanding following the Business Combination (we refer to this set of assumptions as the “no redemption scenario”). If the actual facts are different from the no redemption scenario, the percentage ownership of New OmniAb held by such constituencies will be different.

The following table illustrates varying ownership levels in New OmniAb immediately following the consummation of the Business Combination based on the no redemption scenario and, alternatively (i) based on the assumption that 11,500,000 APAC Class A Ordinary Shares are redeemed in connection with the Business Combination at approximately $10.27 per share (we refer to this set of assumptions as the “50% redemption scenario”) and (ii) based on the assumption that 23,000,000 APAC Class A Ordinary Shares are redeemed in connection with the Business Combination at approximately $10.27 per share, and the Sponsor funds $100,000,000 pursuant to the Redemption Backstop provided for in the A&R FPA (we refer to this set of assumptions as the “maximum redemption scenario”). Regardless of the extent of redemptions, the shares of New OmniAb Common Stock owned by non-redeeming shareholders will have an implied value of $10.27 per share immediately upon consummation of the Business Combination. The trading price of New OmniAb Common Stock immediately after consummation of the transaction is unpredictable. Please see “Risk Factors — Risks Related to Redemption” for additional information.

	Share Ownership in New OmniAb
	No Redemption Scenario				50% Redemption Scenario(1)				Maximum Redemption Scenario(2)
	Number of Shares		Percentage of Outstanding Shares		Number of Shares		Percentage of Outstanding Shares		Number of Shares		Percentage of Outstanding Shares
APAC’s public shareholders		23,000,000		18.0%		11,500,000		9.9%		—		0.0%
Sponsor and related parties(3)(4)(6)		7,250,000		5.7%		7,250,000		6.2%		17,250,000		15.0%
OmniAb’s (Ligand’s) stockholders (5)(6)		97,731,592		76.3%		97,731,592		83.9%		97,731,592		85.0%
Total(7)(8)		127,981,592		100.0%		116,481,592		100.0%		114,981,592		100.0%

(1)

Assumes redemptions of 11,500,000 APAC Class A Ordinary Shares in connection with the Business Combination.

(2)

Assumes redemptions of 23,000,000 APAC Class A Ordinary Shares in connection with the Business Combination.

(3)

(4)

Pursuant to the A&R FPA, includes 1,500,000 shares of New OmniAb Common Stock purchased by the Sponsor in the Forward Purchase in the no redemption, 50% redemption and maximum redemption scenarios and an additional 10,000,000 shares of New OmniAb Common Stock purchased by the Sponsor in the Redemption Backstop in the maximum redemption scenario.

(5)

Includes 15,000,000 OmniAb Earnout Shares issued to former OmniAb stockholders and former OmniAb Equity Award holders, as, during the Earnout Period, OmniAb Earnout Shares are entitled to exercise the voting rights carried by such Earnout Shares and receive any dividends or other distributions in respect of such OmniAb Earnout Shares. For a description of the assumptions used in calculating the number of shares to be owned by OmniAb’s (Ligand’s) stockholders, see “Shareholder Proposal No. 1 — The Business Combination Proposal — Ownership of APAC after the Business Combination.”

(6)

The table below sets forth the share ownership in New OmniAb assuming that the Sponsor Earnout Shares and the OmniAb Earnout Shares are forfeited according to their terms:

	Share Ownership in New OmniAb
	No Redemption Scenario				50% Redemption Scenario				Maximum Redemption Scenario
	Number of Shares		Percentage of Outstanding Shares		Number of Shares		Percentage of Outstanding Shares		Number of Shares		Percentage of Outstanding Shares
APAC’s public shareholders		23,000,000		20.7%		11,500,000		11.6%		—		0.0%
Sponsor and related parties		5,333,333		4.8%		5,333,333		5.4%		16,052,083		16.3%
OmniAb’s (Ligand’s) stockholders		82,731,592		74.5%		82,731,592		83.0%		82,731,592		83.8%
Total		111,064,925		100.0%		99,564,925		100.0%		98,783,675		100.0%

(7)

The table excludes the following:

•

13,587,254 unexercised OmniAb Options;

•

1,402,039 OmniAb RSUs and OmniAb PSUs;

•

7,666,667 unexercised APAC Public Warrants;

•

8,233,333 unexercised APAC Private Placement Warrants;

•

1,666,667 unexercised APAC Warrants issued in the Forward Purchase;

•

1,666,667 unexercised APAC Warrants issued in the Redemption Backstop in the maximum redemption scenario; and

•

500,000 unexercised APAC Private Placement Warrants issuable pursuant to the convertible promissory note.

(8)

If all of the Sponsor’s APAC Warrants are exercised, which include the 8,233,333 APAC Private Placement Warrants, the 1,666,667 APAC Warrants issued in the Forward Purchase the 1,666,667 APAC Warrants issued in the Redemption Backstop in the maximum redemption scenario, and the 500,000 unexercised APAC Private Placement Warrants issuable pursuant to the convertible promissory note, Sponsor would own: (1) approximately 12.8% of the shares of New OmniAb in the no redemption scenario, (2) approximately 13.9% of the shares of New OmniAb in the 50% redemption scenario or (3) approximately 23.1% of the shares of New OmniAb in the maximum redemptions scenario.

	Share Ownership in New OmniAb(1)
	No Redemptions Scenario				50% Redemptions Scenario				100% Redemptions Scenario
Additional Dilution Sources	Number of Underlying Shares		Percentage of then Outstanding Shares		Number of Underlying Shares		Percentage of then Outstanding Shares		Number of Underlying Shares		Percentage of then Outstanding Shares
APAC Warrants
APAC Public Warrants(2)		7,666,667		5.7%		7,666,667		6.2%		7,666,667		6.3%
APAC Private Placement Warrants(3)		8,233,333		6.0%		8,233,333		6.6%		8,233,333		6.7%
APAC Warrants issued in the Forward Purchase(4)		1,666,667		1.3%		1,666,667		1.4%		1,666,667		1.4%
APAC Warrants issued in the Redemption Backstop(5)		0		0.0%		0		0.0%		1,666,667		1.4%
APAC Private Placement Warrants Issuable Pursuant to Convertible Promissory Note(6)		500,000		0.4%		500,000		0.4%		500,000		0.4%
OmniAb Prior Plans
OmniAb Options(7)		13,587,254		9.6%		13,587,254		10.4%		13,587,254		10.6%
OmniAb RSUs and OmniAb PSUs(8)		1,402,039		1.1%		1,402,039		1.2%		1,402,039		1.2%
New OmniAb Proposed Plans
2022 Plan(9)		18,235,000		12.5%		16,625,000		12.5%		16,415,000		12.5%
ESPP(10)		1,953,750		1.5%		1,781,250		1.5%		1,758,750		1.5%
Total Additional Dilutive Sources(11)		53,244,710		29.4%		51,462,210		30.6%		52,896,377		31.5%

(1)

Percentages in this table assume that the dilutive shares are added to the outstanding shares as of immediately following the Closing in the respective redemption scenario.

(2)

This row assumes exercise of all APAC Public Warrants to purchase 7,666,667 shares of New OmniAb Common Stock. Percentages in this row represent (a) the shares of New OmniAb Common Stock

underlying the APAC Public Warrants divided by (b) (i) the outstanding shares as of the closing in the respective redemption scenario plus (ii) 7,666,667 shares of New OmniAb Common Stock underlying the APAC Public Warrants.

(3)

(4)

(5)

This row assumes (solely in the case of the maximum redemption scenario) exercise of all APAC Warrants issued in the Redemption Backstop to purchase 1,666,667 shares of New OmniAb Common Stock. Percentages in this row represent (a) the shares of New OmniAb Common Stock underlying the APAC Warrants purchased in the Redemption Backstop divided by (b) (i) the outstanding shares as of immediately following the Closing in the applicable redemption scenario plus (ii) 1,666,667 shares of New OmniAb Common Stock underlying the APAC Warrants purchased in the Redemption Backstop (in the maximum redemption scenario).

(6)

(7)

(8)

(9)

(10)

This row assumes the issuance of a number of shares equal to 1.5% of the fully diluted shares of New OmniAb Common Stock (calculated as specifically provided under the ESPP) to be outstanding

immediately following the Closing reserved for issuance under the ESPP. Percentages in this row represent (a) the shares of New OmniAb Common Stock reserved and issuable under the ESPP divided by (b) the sum of (i) the outstanding shares as of immediately following the Closing in the applicable redemption scenario and (ii) the shares of New OmniAb Common Stock reserved and issuable under the ESPP. For a description of the assumptions used in calculating the number of shares reserved under the proposed ESPP, see “Shareholder Proposal No. 7 — ESPP Proposal.”

(11)

In addition to the changes in percentage ownerships depicted above, variation in the levels of redemption will impact the dilutive effect of certain equity issuances related to the Business Combination. As illustrated in the table below, certain equity issuances may have a dilutive effect on the per share value of New OmniAb. See the section entitled “Risk Factors — Risks Related to Redemption” for additional information.

	Share Ownership in New OmniAb
	No Redemptions Scenario					50% Redemptions Scenario(1)					100% Redemptions Scenario(2)
	Number of Shares		Value per Share(3)			Number of Shares		Value per Share(3)			Number of Shares		Value per Share(3)
Base Scenario(4)		127,981,592		$	10.27		116,481,592		$	10.27		114,981,592		$	10.25
Excluding Sponsor Earnout Shares and OmniAb Earnout Shares(5)		111,064,925		$	11.83		99,564,925		$	12.01		98,783,675		$	11.93
Assuming Exercise of APAC Public Warrants(6)		135,648,259		$	10.34		124,148,259		$	10.35		122,648,259		$	10.32
Assuming Exercise of APAC Private Placement Warrants(7)		136,214,925		$	10.34		124,714,925		$	10.35		123,214,925		$	10.33
Assuming Exercise of APAC Warrants issued in the Forward Purchase(8)		129,648,259		$	10.29		118,148,259		$	10.29		116,648,259		$	10.26
Assuming Exercise of APAC Warrants issued in the Redemption Backstop(9)		127,981,592		$	10.27		116,481,592		$	10.27		116,648,259		$	10.26
Assuming Exercise of APAC Private Placement Warrants Issuable Pursuant to Convertible Promissory Note(10)		128,481,592		$	10.27		116,981,592		$	10.28		115,481,592		$	10.25
Including Conversion of OmniAb RSUs and OmniAb PSUs(11)		129,383,631		$	10.16		117,883,631		$	10.15		116,383,631		$	10.12
Including shares reserved for issuance under 2022 Plan(12)		146,216,592		$	8.99		133,106,592		$	8.99		131,396,592		$	8.97
Including shares reserved for issuance under ESPP(13)		129,935,342		$	10.25		118,262,842		$	10.25		116,740,342		$	10.22

(1)

Assumes redemptions of 11,500,000 APAC Class A Ordinary Shares in connection with the Business Combination.

(2)

Assumes redemptions of 23,000,000 APAC Class A Ordinary Shares in connection with the Business Combination.

(3)

Based on a post-transaction equity value of New OmniAb of the following (in billions):

	No Redemptions Scenario			50% Redemptions Scenario			100% Redemptions Scenario
	Post- Transaction Equity Value			Post- Transaction Equity Value			Post- Transaction Equity Value
Base Scenario		$	1.31		$	1.20(3)(a)		$	1.18(3)(b)
Excluding Sponsor Earnout Shares and OmniAb Earnout Shares(3)(c)		$	1.31		$	1.20		$	1.18
Assuming Exercise of APAC Public Warrants(3)(d)		$	1.40		$	1.28		$	1.27
Assuming Exercise of APAC Private Placement Warrants(3)(e)		$	1.41		$	1.29		$	1.27
Assuming Exercise of APAC Warrants issued in the Forward Purchase(3)(f)		$	1.33		$	1.22		$	1.20
Assuming Exercise of APAC Warrants issued in the Redemption Backstop(3)(g)		$	1.31		$	1.20		$	1.20
Assuming Exercise of APAC Private Placement Warrants Issuable Pursuant to Convertible Promissory Note(3)(h)		$	1.32		$	1.20		$	1.18
Including Conversion of OmniAb RSUs and OmniAb PSUs(3)(i)		$	1.31		$	1.20		$	1.18
Including shares reserved for issuance under 2022 Plan(3)(j)		$	1.31		$	1.20		$	1.18
Including shares reserved for issuance under ESPP(3)(k)		$	1.33		$	1.21		$	1.19

(3)(a)

(3)(b)

(3)(c)

(3)(d)

(3)(e)

(3)(f)

(3)(g)

Based on a post-transaction equity value of New OmniAb at the Base Scenario in the respective redemption scenario column plus the full exercise of the APAC Warrants issued in connection with the Redemption Backstop for a total cash exercise price of approximately $19.2 million (or $11.50 per share) (only in the maximum redemption scenario).

(3)(h)

(3)(i)

Based on a post-transaction equity value of New OmniAb at the Base Scenario in the respective redemption scenario column, but including the 1,402,039 OmniAb RSUs and OmniAb PSUs.

(3)(j)

Based on a post-transaction equity value of New OmniAb at the Base Scenario in the respective redemption scenario column, but including the of shares reserved and issuable under the 2022 Plan.

(3)(k)

Based on a post-transaction equity value of New OmniAb at the Base Scenario in the respective redemption scenario column plus the value of the aggregate share reserves issuable under the ESPP for an aggregate purchase price of approximately $17.1 million, $15.5 million and $15.4 million for the no redemption scenario, the 50% redemption scenario and the maximum redemption scenario, respectively (representing, per share, 85% of the implied value of New OmniAb Common Stock ($10.27), or approximately $8.73 per share).

(4)

(5)

(6)

Represents the Base Scenario plus 7,666,667 shares of New OmniAb Common Stock issuable upon the exercise of the APAC Public Warrants.

(7)

Represents the Base Scenario plus 8,233,333 shares of New OmniAb Common Stock issuable upon the exercise of the APAC Private Placement Warrants.

(8)

Represents the Base Scenario plus 1,666,667 shares of New OmniAb Common Stock issuable upon the exercise of the APAC Warrants issued in the Forward Purchase.

(9)

(10)

Represents the Base Scenario plus 500,000 shares of New OmniAb Common Stock issuable pursuant to the repayment of the convertible promissory note.

(11)

Represents the Base Scenario plus the 1,402,039 shares of New OmniAb Common Stock underlying the OmniAb RSUs and OmniAb PSUs.

(12)

Represents the Base Scenario plus the shares of New OmniAb Common Stock proposed to be reserved and issuable under the 2022 Plan in each redemption scenario (representing 14% of the sum of (i) the Base Scenario, (ii) all 1,402,039 shares of New OmniAb Common Stock underlying the OmniAb RSUs and OmniAb PSUs and (iii) 866,369 OmniAb Options calculated on a ‘‘net-exercised’’ basis as of the Closing Date, assuming shares are surrendered having a Fair Market Value on the Closing Date equal to the exercise price of such options (rounded up to the nearest whole share, and determined without regard to the vested status of the option).

(13)

Represents the Base Scenario plus the shares of New OmniAb Common Stock proposed to be reserved and issuable under the ESPP in each redemption scenario (representing 1.5% of the sum of (i) the Base Scenario, (ii) all 1,402,039 shares of New OmniAb Common Stock underlying the OmniAb RSUs and OmniAb PSUs and (iii) 866,369 OmniAb Options calculated on a ‘‘net-exercised’’ basis as of the Closing Date, assuming shares are surrendered having a Fair Market Value on the Closing Date equal to the exercise price of such options (rounded up to the nearest whole share, and determined without regard to the vested status of the option).

The following table illustrates the effective deferred underwriting commission on a percentage basis for public shares at each redemption level identified below.

(in thousands, except share amounts)	No Redemptions Scenario			50% Redemption Scenario			Maximum Redemption Scenario
Unredeemed public shares			23,000,000			11,500,000			—
Trust proceeds to New OmniAb		$	235,750		$	117,875		$	—
Deferred underwriting commission(1)		$	4,025		$	4,025		$	4,025
Effective deferred underwriting fee (%)			1.71%			3.41%			—%
Effective deferred underwriting fee per share		$	0.18		$	0.35		$	—

(1)

The total deferred underwriting commission was $8,050,000 with 50% payable to Credit Suisse and 50% payable to other advisors to APAC in connection with the Business Combination at the sole discretion of APAC management; Credit Suisse has waived its right to 50% of the deferred underwriting commission and APAC management has determined not to pay the 50% to any other advisors.

Date, Time and Place of Extraordinary General Meeting of APAC’s Shareholders

The extraordinary general meeting of the shareholders of APAC will be held at [•], Eastern Time, on [•], 2022, at the offices of Weil, Gotshal & Manges LLP, located at 767 Fifth Avenue, New York, NY 10153 and virtually via live webcast at [•].com, to consider and vote upon the proposals to be put to the extraordinary general meeting, including if necessary, the Adjournment Proposal, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, each of the Condition Precedent Proposals have not been approved.

Voting Power; APAC Record Date

APAC shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned ordinary shares at the close of business on [•], 2022, which is the APAC Record Date for the extraordinary general meeting. Shareholders will have one vote for each ordinary share owned at the close of business on the APAC Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. APAC Warrants do not have voting rights. As of the close of business on the APAC Record Date, there were 23,000,000 APAC Class A Ordinary Shares issued and outstanding, and 5,750,000 APAC Class B Ordinary Shares issued and outstanding.

Quorum and Vote of APAC Shareholders

A quorum of APAC shareholders is necessary to hold a valid meeting. A quorum will be present at the APAC extraordinary general meeting if one-third of the issued and outstanding ordinary shares entitled to

vote at the extraordinary general meeting are represented in person or by proxy. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting. As of the APAC Record Date for the extraordinary general meeting, 9,583,334 ordinary shares would be required to achieve a quorum.

The Sponsor has agreed to vote all of its ordinary shares in favor of the proposals being presented at the extraordinary general meeting. As of the date of this proxy statement/prospectus/information statement, the Sponsor (including APAC’s directors) owns 20% of the issued and outstanding ordinary shares.

The proposals presented at the extraordinary general meeting require the following votes:

•

Domestication Proposal: The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. With respect to the Domestication Proposal, a holder of APAC Class B Ordinary Shares shall have ten votes for every APAC Class B Ordinary Share of which he, she or they is or are the holder and a holder of APAC Class A Ordinary Shares shall have one vote for every APAC Class A Ordinary Share of which he, she or they is or are the holder.

•

Non-Binding Governance Proposals: The Non-Binding Governance Proposals are constituted of non-binding advisory proposals, and require an ordinary resolution under Cayman Island law, being the affirmative vote of the holders of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

•

Redemption Rights

Pursuant to the Cayman Constitutional Documents, an APAC shareholder may request of APAC that APAC redeem all or a portion of its APAC Class A Ordinary Shares for cash, out of funds legally available therefor, if the Business Combination is consummated. As a holder of APAC Class A Ordinary Shares, you will be entitled to receive cash for any APAC Class A Ordinary Shares to be redeemed only if you:

(i)

hold APAC Class A Ordinary Shares;

(ii)

submit a written request to Continental, APAC’s transfer agent, in which you (i) request that APAC redeem all or a portion of your APAC Class A Ordinary Shares for cash, and (ii) identify yourself as the beneficial holder of the APAC Class A Ordinary Shares and provide your legal name, phone number and address; and

(iii)

deliver your APAC Class A Ordinary Shares to Continental, APAC’s transfer agent, physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their APAC Class A Ordinary Shares in the manner described above prior to 5:00 p.m., Eastern Time, on [•], 2022 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. APAC’s public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, APAC’s transfer agent, APAC will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of [•], 2022, this would have amounted to approximately $[•] per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its APAC Class A Ordinary Shares for cash and will no longer own APAC Class A Ordinary Shares. The redemption takes place following the Domestication and accordingly it is New OmniAb Common Stock that will be redeemed immediately after consummation of the Business Combination.

If you hold the shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. Shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through DTC’s DWAC system. The transfer agent will typically charge the tendering broker $80 and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the proposed Business Combination is not consummated this may result in an additional cost to shareholders for the return of their shares.

Any written request for redemption, once made by a holder of APAC Class A Ordinary Shares, may not be withdrawn once submitted to APAC unless the APAC Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part). If you submit a redemption request to Continental, APAC’s transfer agent, and later decide prior to the extraordinary general meeting not to elect redemption, you may request to withdraw the redemption request. You may make such request by contacting Continental, APAC’s transfer agent, at the phone number or address listed in see “Questions and answers — Q: Who can help answer my questions?”

Any corrected or changed written exercise of redemption rights must be received by Continental, APAC’s transfer agent, prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. No request for redemption will be honored unless the holder’s APAC Class A Ordinary Share certificates (if any) and other redemption forms have been delivered to Continental, APAC’s transfer agent, physically or electronically through DTC, at least two business days prior to the vote at the extraordinary general meeting.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its APAC Class A Ordinary Shares with respect to more than an aggregate of 15% of the APAC Class A Ordinary Shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the APAC Class A Ordinary Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor and each director of APAC has agreed to, among other things, vote all of their founder shares and any other APAC Class A Ordinary Shares purchased during APAC’s initial public offering in favor of the proposals being presented at the extraordinary general meeting and waive their redemption rights with respect to such shares in connection with the consummation of the Business Combination. The APAC Class B Ordinary Shares held by the Sponsor and such other persons will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/prospectus/information statement, the Sponsor and APAC’s directors, collectively, own approximately 20% of the issued and outstanding ordinary shares of APAC.

The closing price of APAC Class A Ordinary Shares on [•], 2022 was $[•]. For illustrative purposes, as of [•], 2022, funds in the trust account plus accrued interest thereon totaled approximately $[•] or approximately $[•] per issued and outstanding APAC Class A Ordinary Share.

Prior to exercising redemption rights, APAC’s public shareholders should verify the market price of APAC Class A Ordinary Shares as they may receive higher proceeds from the sale of their APAC Class A Ordinary Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. APAC cannot assure its shareholders that they will be able to sell their APAC Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares.

Dissenters’ Rights and Appraisal Rights

As APAC is not a constituent party to the Merger between Merger Sub and OmniAb, shareholders of APAC do not have dissenters’ rights in connection with the Merger under Cayman Islands law.

APAC’s warrant holders do not have appraisal rights in connection with the Business Combination or the Merger under the DGCL.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. APAC has engaged D.F. King to assist in the solicitation of proxies.

If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the extraordinary general meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting of APAC - Revoking Your Proxy.”

Interests of APAC’s Directors and Executive Officers in the Business Combination

When you consider the recommendation of the APAC Board in favor of approval of the Business Combination Proposal, you should keep in mind that the initial shareholders, including APAC’s directors and executive officers, have interests in such proposal that are different from, or in addition to, those of APAC’s shareholders generally. These interests include, among other things, the interests listed below:

•

redeeming all of the outstanding public shares for cash and, subject to the approval of its remaining shareholders and the APAC Board, dissolving and liquidating, subject in each case to its obligations under the Cayman Islands Companies Act (As Revised) to provide for the claims of creditors and the requirements of other applicable law. In such event, the 5,750,000 APAC Class B Ordinary Shares collectively owned by the Sponsor and three directors (William E. Klitgaard, Lâle White and Wendel Barr) would be worthless because following the redemption of the public shares, APAC would likely have few, if any, net assets and because the Sponsor and APAC’s directors and officers have agreed to waive their respective rights to liquidating dissolutions from the trust account in respect of any APAC Class A Ordinary Shares and APAC Class B Ordinary Shares held by them, as applicable, if APAC fails to complete a business combination within the required period. Additionally, in such event, the 8,233,333 APAC Private Placement Warrants purchased by the Sponsor simultaneously with the consummation of APAC’s initial public offering for an aggregate purchase price of $12,350,000 will also expire worthless. Certain of APAC’s directors and officers, including Thompson Dean and David Burgstahler, also have a direct or indirect economic interest in such APAC Private Placement Warrants and the 5,645,000 APAC Class B Ordinary Shares owned by the Sponsor.

•

If APAC is unable to complete a business combination within the required time period, the aggregate dollar amount of non-reimbursable funds the Sponsor and its affiliates, including William E. Klitgaard, Lâle White and Wendel Barr, have at risk that depends on completion of a business combination is $13,181,433, comprised of (a) $25,000 representing the aggregate purchase price paid for the APAC Class B Ordinary Shares, (b) $12,350,000 representing the aggregate purchase price paid for the private placement warrants, (c) $56,129 of unpaid expenses incurred by the Sponsor and APAC’s officers and directors and their affiliates in connection with the administrative services agreement as of the date hereof and (d) $750,000 representing amounts owed under the Promissory Note.

•

The 5,750,000 shares of New OmniAb Common Stock into which the 5,750,000 APAC Class B Ordinary Shares collectively held by the Sponsor and three of our directors will automatically convert in connection with the Domestication, if unrestricted and freely tradeable, would have had an aggregate market value of $[•] based upon the closing price of $[•] per APAC Class A Ordinary Share on the Nasdaq on [•], 2022, the most recent practicable date prior to the date of this proxy statement/prospectus/information statement. The 8,233,333 New OmniAb Warrants into which the 8,233,333 APAC Private Placement Warrants held by the Sponsor will automatically convert in connection with the Domestication, if unrestricted and freely tradeable, would have had an aggregate market value of $[•] based upon the closing price of $[•] per APAC Warrant on Nasdaq on [•], 2022, the most recent practicable date prior to the date of this proxy statement/prospectus/information statement.

•

APAC’s executive officers and directors, or any of their respective affiliates, including the Sponsor and other entities affiliated with APAC and the Sponsor, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on APAC’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations (including the Business Combination).

•

In the event that APAC fails to consummate a business combination within the prescribed time frame (pursuant to the Cayman Constitutional Documents), or upon the exercise of a redemption right in connection with the Business Combination, APAC will be required to provide for payment of claims of creditors that were not waived that may be brought against APAC within the ten years following such redemption. In order to protect the amounts held in APAC’s trust account, the Sponsor has agreed that it will be liable to APAC if and to the extent any claims by a third party (other than APAC’s independent auditors) for services rendered or products sold to APAC, or a prospective target business with which APAC has discussed entering into a transaction agreement, reduce the amount of funds 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 APAC’s 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 APAC’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act.

•

The Sponsor, or an affiliate of the Sponsor, or certain of APAC’s officers and directors have advanced funds to APAC for working capital purposes, including $750,000 as of June 5, 2022. These outstanding advances have been documented in a promissory note, dated as of March 14, 2022 (the “Promissory Note”) issued by APAC to the Sponsor, pursuant to which APAC may borrow up to $750,000 from the Sponsor (including those amounts which are currently outstanding). The Promissory Note is non-interest bearing, unsecured and due and payable in full on the earlier of the date APAC consummates its initial business combination and the winding up of APAC. If APAC does not complete its initial business combination within the required period, it may use a portion of its working capital held outside the trust account to repay such advances and any other working capital advances made to APAC, but no proceeds held in the trust account would be used to repay such advances and any other working capital advances made to APAC, and such related party may not be able to recover the value it has loaned to APAC and any other working capital advances it may make.

•

APAC and the Sponsor have entered into the A&R FPA in order to ensure adequate cash is available to the combined company following the Closing and, if necessary, to backstop redemptions by APAC’s shareholders in connection with the Business Combination, in an amount of up to $100,000,000 (at a purchase price of $10.00 per share). Pursuant to the A&R FPA, APAC has agreed that, in connection with the consummation of the Business Combination, it will issue and sell to the Sponsor 1,500,000 shares of New OmniAb Common Stock and warrants to acquire 1,666,667 shares of New OmniAb Common Stock for an aggregate purchase price of $15 million. In addition, the Sponsor has agreed to purchase up to an additional 10,000,000 shares of New OmniAb Common Stock and up to an additional 1,666,667 New OmniAb Warrants in order to backstop shareholder redemptions to the extent such redemptions would result in the cash proceeds available to the combined company following the Business Combination from APAC’s trust account to be less than $100,000,000. The A&R FPA also provides that in the event the Merger Agreement is terminated by Ligand under circumstances in which the Termination Fee would be payable thereunder, Ligand shall pay the Sponsor a termination fee of $12,500,000 in connection therewith.

•

On August 9, 2021, the Insiders entered into a Sponsor Insider Agreement, pursuant to which, among other things, the Insiders agreed to vote any APAC securities held by them to approve a proposed business combination (including any proposals recommended by the Board in connection with such business combination) and not to redeem any APAC shares held by them in connection with such shareholder approval in order to induce APAC and the underwriters in APAC’s initial public offering to enter into an underwriting agreement and to proceed with APAC’s initial public offering.

•

The Sponsor, the Insiders and OmniAb entered into the Sponsor Insider Agreement, pursuant to which, among other things, the Insiders agreed to vote any APAC securities held by them to approve the Business Combination and the other APAC shareholder matters required pursuant to the Merger Agreement, and not to seek redemption of any of their APAC securities in connection with the consummation of the Business Combination. Pursuant to the Sponsor Insider Agreement, the Sponsor also agreed to subject up to all 1,916,667 Sponsor Earnout Shares to forfeiture if an applicable Sponsor Triggering Event has not occurred with respect to such Sponsor Earnout Shares during the period from the date of the Closing to and including the fifth anniversary of the date of the Closing.

•

Pursuant to the Registration Rights Agreement, the Sponsor and certain related parties will have customary registration rights, including piggy-back rights, subject to cooperation and cut-back provisions with respect to the shares of New OmniAb Common Stock and New OmniAb Warrants held by such parties following the consummation of the Business Combination. See “Certain Relationships and Related Person Transactions — APAC.”

any other blank check companies prior to APAC completing its initial business combination. Moreover, certain of APAC’s directors and officers have time and attention requirements for investment funds of which affiliates of the Sponsor are the investment managers. APAC’s directors and officers also may become aware of business opportunities which may be appropriate for presentation to APAC, and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have had conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in APAC’s favor and such potential business opportunities may be presented to other entities prior to their presentation to APAC, subject to applicable fiduciary duties under the Cayman Islands Companies Act. APAC’s Cayman Constitutional Documents provide that APAC renounces its interest in any corporate opportunity offered to any director or officer of APAC unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of APAC and it is an opportunity that APAC is able to complete on a reasonable basis. This provision in APAC’s Cayman Constitutional Documents may present a conflict of interest in the event that a director or officer of APAC is offered a corporate opportunity in a capacity other than his or her capacity as a director or officer of APAC that is suitable for APAC. APAC does not believe that such potential conflict of interest impacted APAC’s search for a business combination target.

APAC’s existing directors and officers will be eligible for continued indemnification and continued coverage under APAC’s directors’ and officers’ liability insurance after the Merger and pursuant to the Merger Agreement.

The Sponsor has agreed to vote all the founder shares and any other public shares purchased during or after APAC’s initial public offering in favor of the Business Combination, regardless of how our public shareholders vote. Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor and each director of APAC have agreed to, among other things, vote in favor of the Condition Precedent Proposals. As of the date of this proxy statement/prospectus/information statement, the Sponsor (together with APAC’s directors) owns 20% of the issued and outstanding ordinary shares.

The Sponsor and APAC’s directors, officers, advisors or their respective affiliates may purchase shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination. However, they have no current commitments, plans or intentions to engage in any such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares or warrants in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act or other federal securities laws. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of APAC’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

The purpose of such purchases would be to (i) vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining shareholder approval of the Business Combination or (ii) to ensure that APAC’s net tangible assets are at least $5,000,001, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of warrants could be to reduce the number of warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with the Business Combination. Any such purchases of our securities may result in the completion of the Business Combination that may not otherwise have been possible.

The Sponsor and APAC’s officers, directors and/or their affiliates anticipate that they may identify the shareholders with whom the Sponsor or APAC’s officers, directors or their affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of Class A Ordinary Shares) following our mailing of proxy materials in connection with the Business Combination. To the extent that the Sponsor or APAC’s officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against the Business Combination but only if such shares have not already been voted at the extraordinary general meeting. The Sponsor and APAC’s officers, directors, advisors or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

Interests of OmniAb’s Directors and Executive Officers in the Business Combination

OmniAb’s directors and executive officers have interests in the Business Combination that are different from, or in addition to, those of APAC’s shareholders generally. These interests include, among other things, the interests listed below:

•

Executive Officer Transitions. Certain of Ligand’s directors and executive officers are expected to become directors and/or executive officers of OmniAb upon the Closing. Specifically, the following individuals who are currently executive officers of Ligand are expected to become executive officers of OmniAb upon the Closing, serving in the following offices: (i) Matthew W. Foehr, Chief Executive Officer, and (ii) Charles S. Berkman, Chief Legal Officer and Secretary.

•

Treatment of Outstanding Equity Awards. Certain of Ligand’s directors and executive officers who are expected to become directors and/or executive officers of OmniAb upon the Closing hold outstanding Ligand equity awards.

converted into either (A) if the holder will be a Ligand service provider following the Distribution, an adjusted Ligand equity award, or (B) if the holder will be an OmniAb service provider following the Distribution, a new OmniAb Equity Award, with the intrinsic value of such adjusted or converted award equal to the intrinsic value in the original Ligand equity award based on the relative values of Ligand and OmniAb at the time of the Distribution. The adjusted Ligand equity awards and OmniAb Equity Awards generally will be subject to the same terms and conditions, including the same vesting and share payment timing provisions, as applied to the applicable Ligand equity awards immediately prior to the Distribution; provided, that the performance metrics for the outstanding Ligand PSU awards may be amended to reflect the Distribution as mutually agreed between Ligand and OmniAb, including an amendment to provide that such PSUs will vest solely based on continued service.

At the Effective Time, all OmniAb Options, OmniAb RSUs and OmniAb PSUs, in each case, that are outstanding as of immediately prior to the Merger, will be converted into New OmniAb Options, New OmniAb RSUs and New OmniAb PSUs, respectively, in each case, with substantially the same terms and conditions as were applicable to the OmniAb Equity Award immediately prior to the Closing (other than terms that have been rendered inoperative by the Distribution and Business Combination), including with respect to vesting and termination-related provisions, as adjusted by the Base Exchange Ratio. In addition, at the Effective Time, each holder of an OmniAb Equity Award will be issued a number of Earnout Shares equal to the product of the number of shares of OmniAb Common Stock subject to the OmniAb Equity Award multiplied by the Earnout Exchange Ratio, which Earnout Shares will be subject to the restrictions set forth in the Merger Agreement. See “Executive and Director Compensation — Narrative to Summary Compensation Table — Treatment of Outstanding Equity Awards at the Time of the Distribution” for additional details.

•

Severance and Change in Control Arrangements. Ligand maintains a severance plan and has entered into change in control severance agreements with those executive officers who will become OmniAb executive officers, which agreements provide each executive officer with severance protections. In connection with the Business Combination, we expect to adopt a severance plan and enter into change in control severance agreements with certain of New OmniAb’s executive officers, including the named executive officers, on substantially the same terms as the Ligand arrangements. See “— Executive and Director Compensation — Narrative to Summary Compensation Table — Severance and Change in Control Arrangements” for additional details.

•

Director Compensation Program. In connection with the Business Combination, we expect to adopt a non-employee director compensation policy that will provide for annual cash retainer fees and initial and annual stock option and RSU awards for New OmniAb’s non-employee directors. See “— Executive and Director Compensation — Director Compensation” for additional details.

•

CFO Offer Letter. In connection with his commencement of employment as the Executive Vice President, Finance and Chief Financial Officer of OmniAb, Ligand and OmniAb entered into an amended employment offer letter with Kurt Gustafson, dated February 9, 2022. Pursuant to the offer letter, Mr. Gustafson is eligible to receive an initial base salary of $440,000, a one-time sign-on bonus of $50,000, a target bonus opportunity equal to 40% of his base salary, an equity award comprised of Ligand stock options vesting over four years and Ligand RSU awards vesting over three years, and eligibility to participate in company-sponsored benefits. Mr. Gustafson’s employment is at-will. Mr. Gustafson’s Ligand RSU awards were granted under the 2002 Plan, and Mr. Gustafson’s Ligand options were granted as a standalone “employment inducement” award within the meaning of Nasdaq Stock Market Rule 5635(c)(4) (the “Gustafson Inducement Award”). Pursuant to his offer letter, if Mr. Gustafson’s employment is terminated without cause prior to the Distribution (and such termination occurs prior to a change in control), Mr. Gustafson will be eligible to receive the following payments and benefits in lieu of any severance benefits to which he may be entitled under any severance plan or policy maintained by Ligand or OmniAb: (i) his monthly base salary for 12 months following the date of termination; (ii) an amount equal to his maximum target bonus for the fiscal year in which the termination occurs; (iii) an amount equal to 12 multiplied by the monthly premium he would be required to pay for continued health coverage for himself and his eligible dependents; and (iv) accelerated vesting of all of his outstanding stock awards and extension of the post-termination exercise period for such awards to the nine-month period following the date of termination. The foregoing severance amounts are subject to Mr. Gustafson’s execution of a

general release of claims acceptable to Ligand and continued compliance with the proprietary information and inventions agreement, and will be payable with respect to items (i)-(iii) in a lump sum following his termination of employment. Upon a termination of Mr. Gustafson’s employment without cause or for good reason within 24 months following a change in control, Mr. Gustafson will be eligible to receive severance benefits in accordance with a change in control severance agreement to be entered into with Mr. Gustafson, which will contain substantially the same terms as the corresponding Ligand agreements discussed above. Mr. Gustafson will also be eligible to participate in our severance plan. See “Executive and Director Compensation — Narrative to Summary Compensation Table — Gustafson Offer Letter” for additional details.

Interests of Ligand’s Directors and Executive Officers in the Business Combination

Ligand’s directors and executive officers have interests in the Business Combination that are similar to those of OmniAb’s directors and executive officers who hold outstanding Ligand equity awards to the extent that Ligand’s directors and executive officers hold outstanding Ligand equity awards. As is the case for OmniAb’s directors and executive officers, pursuant to the Employee Matters Agreement, at the time of the Distribution, each existing Ligand equity award granted prior to March 2, 2022 will generally be split into a new Ligand equity award and 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. The adjusted Ligand equity awards and OmniAb Equity Awards generally will be subject to the same terms and conditions, including the same vesting and share payment timing provisions, as applied to the applicable Ligand equity awards immediately prior to the Distribution; provided, that the performance metrics for the outstanding Ligand PSU awards may be amended to reflect the Distribution as mutually agreed between Ligand and OmniAb; and provided further, that the Ligand PSU awards granted in 2021 and tied to relative TSR will be amended to vest solely based on continued service through the end of the three-year performance period.

At the Effective Time, all OmniAb Options, OmniAb RSUs and OmniAb PSUs, in each case, that are outstanding as of immediately prior to the Merger, will be converted into New OmniAb Options, New OmniAb RSUs and New OmniAb PSUs, respectively, in each case, with substantially the same terms and conditions as were applicable to the OmniAb Equity Award immediately prior to the Closing (other than terms that have been rendered inoperative by the Distribution and Business Combination), including with respect to vesting and termination-related provisions, as adjusted by the Base Exchange Ratio. In addition, at the Effective Time, each holder of an OmniAb Equity Award will be issued a number of Earnout Shares equal to the product of the number of shares of OmniAb Common Stock subject to the OmniAb Equity Award multiplied by the Earnout Exchange Ratio, which Earnout Shares will be subject to the restrictions set forth in the Merger Agreement. See “Interests of OmniAb’s Directors and Executive Officers in the Business Combination” and “Executive and Director Compensation — Narrative to Summary Compensation Table — Treatment of Outstanding Equity Awards at the Time of the Distribution” for additional details.

Recommendation to Shareholders of APAC

The existence of financial and personal interests of one or more of APAC’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of APAC and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, APAC’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal - Interests of APAC’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Sources and Uses of Funds for the Business Combination

The following table summarizes the sources and uses for funding the Business Combination. These figures assume (a) that no public shareholders exercise their redemption rights in connection with the Business Combination, (b) that Ligand contributes to OmniAb $15,000,000 (less certain transaction and other expenses, approximating $10,000,000) and (c) that New OmniAb issues 1,500,000 shares of New OmniAb Common Stock to the Sponsor pursuant to the Forward Purchase.

Sources			Uses
Marketable securities held in trust account(1)	$	236,098,332	Cash to balance sheet	$	230,873,332
Ligand Contribution(2)		15,000,000	Deferred Underwriting Fee(3)		4,025,000
Forward Purchase(4)		15,000,000	Transaction and Other Expenses(5)		31,200,000
Total sources	$	266,098,332	Total uses	$	266,098,332

(1)

Calculated as of June 30, 2022.

(2)

The amount will be reduced by certain transaction and other expenses, amounting to approximately $10.0 million, which are reflected in the row entitled “Transaction and Other Expenses”.

(3)

(4)

Shares issued in the Forward Purchase are at a deemed value of $10.00 per share.

(5)

This amount assumes (i) $9.2 million in expenses for OmniAb, (ii) $12.0 million expenses for APAC and (iii) $10.0 million in expenses for Ligand.

The following table also summarizes the sources and uses for funding the Business Combination, assuming that (a) all the public shareholders exercise their redemption rights in connection with the Business Combination, (b) that Ligand contributes to OmniAb $15,000,000 (less certain transaction and other expenses, approximating $10,000,000), (c) New OmniAb issues 1,500,000 shares of New OmniAb Common Stock to the Sponsor pursuant to the Forward Purchase, and (d) New OmniAb issues 10,000,000 shares of New OmniAb Common Stock to the Sponsor pursuant to the Redemption Backstop.

Sources			Uses
Cash and investments held in trust account(1)	$	0	Cash to balance sheet	$	94,775,000
Ligand Contribution(2)		15,000,000	Deferred Underwriting Fee(5)		4,025,000
Forward Purchase(3)		15,000,000	Transaction and Other Expenses(6)		31,200,000
Redemption Backstop(4)		100,000,000			—
Total sources	$	130,000,000	Total uses	$	130,000,000

(1)

APAC Class A Ordinary Shares are estimated to be redeemed at $10.27 per share.

(2)

The amount will be reduced by certain transaction and other expenses, amounting to approximately $10.0 million, which are reflected in the row entitled “Transaction and Other Expenses”.

(3)

Shares issued in the Forward Purchase are at a deemed value of $10.00 per share.

(4)

Shares issued in the Redemption Backstop are at a deemed value of $10.00 per share.

(5)

(6)

This amount assumes (i) $9.2 million in expenses for OmniAb, (ii) $12.0 million in expenses for APAC and (iii) $10.0 million in expenses for Ligand.

Material U.S. Federal Income Tax Consequences

For a discussion summarizing the material U.S. federal income tax consequences of the Domestication and exercise of redemption rights to APAC shareholders, please see “Material U.S. Federal Income Tax Consequences to APAC Shareholders.”

For a discussion summarizing the material U.S. federal income tax consequences of the Distribution and the Merger to Ligand stockholders, please see “Material U.S. Federal Income Tax Consequences to Ligand Stockholders of the Distribution and Merger.”

Expected Accounting Treatment

The Domestication

There will be no accounting effect or change in the carrying amount of the consolidated assets and liabilities of APAC as a result of the Domestication. The business, capitalization, assets and liabilities and financial statements of APAC immediately following the Domestication will be the same as those of APAC immediately prior to the Domestication.

The Business Combination

We expect the Business Combination to be accounted for as a “reverse recapitalization” in accordance with GAAP. Under the guidance in ASC 805, APAC is expected to be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination is expected to be reflected as the equivalent of OmniAb issuing stock for the net assets of APAC, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination will be those of OmniAb.

OmniAb has been determined to be the accounting acquirer in the Business Combination based on the following predominate factors:

•

OmniAb’s existing stockholders will have the greatest voting interest in the combined entity under the no redemption and maximum redemption scenarios with over 75% of the voting interest in each scenario;

•

OmniAb will have the ability to nominate a majority of the initial members of the New OmniAb Board;

•

OmniAb’s senior management will be the senior management of the combined entity;

•

OmniAb is the larger entity based on historical operating activity and has the larger employee base; and

•

the post-combination company will assume an OmniAb branded name: “OmniAb, Inc.”

SUMMARY UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial data (the “summary pro forma data”) gives effect to the Business Combination described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information of APAC and OmniAb.” The Business Combination is expected to be accounted for as a reverse recapitalization in accordance with GAAP, whereby APAC is treated as the acquired company and OmniAb is treated as the acquirer. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of OmniAb issuing stock for the net assets of APAC, accompanied by a recapitalization. The net assets of APAC will be stated at historical cost, with no goodwill or other intangible assets recorded. Subsequently, results of operations presented for the period prior to the Business Combination will be those of OmniAb. The summary unaudited pro forma condensed combined balance sheet data as of June 30, 2022 gives the pro forma effect to the Business Combination as if it had occurred on June 30, 2022. The summary unaudited pro forma condensed combined statement of operations data for the six months ended June 30, 2022 and year ended December 31, 2021 give the pro forma effect to the Business Combination as if it had been consummated on January 1, 2021.

The summary pro forma data has been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information of the combined company appearing elsewhere in this proxy statement/prospectus/information statement and the accompanying notes. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical consolidated financial statements of OmniAb and APAC and related notes included in this proxy statement/ prospectus/ information statement. The summary pro forma data has been presented for informational purposes only and is not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the Business Combination been completed as of the dates indicated. In addition, the summary pro forma data does not purport to project the future financial position or operating results of the combined company.

The following table presents summary pro forma data after giving effect to the Business Combination, assuming two redemption scenarios as follows:

•

Assuming No Redemptions: This presentation assumes that none of the holders of APAC’s Class A Ordinary Shares will exercise redemption rights with respect to their public shares; and

•

Assuming Maximum Redemptions: This presentation assumes that holders of 23,000,000 APAC Class A Ordinary Shares will exercise redemption rights with respect to their public shares for their pro rata share (approximately $10.27 per share) of the funds in the Trust Account, and APAC has received $100,000,000 from the Sponsor as of Closing for the Redemption Backstop pursuant to the A&R FPA.

	Pro Forma Combined (Assuming No Redemptions)			Pro Forma Combined (Assuming Maximum Redemptions)
	(in thousands, except share and per share data)
Summary Unaudited Pro Forma Condensed Combined
Statement of Operations Data For The Six Months Ended June 30, 2022
Revenue		$	16,822		$	16,822
Operating expenses			43,950			43,950
Loss from operations			(27,128)			(27,128)
Net loss			(20,346)			(20,346)
Basic and diluted net loss per share		$	(0.18)		$	(0.21)
Basic and diluted weighted average shares outstanding			111,064,925			98,783,675

	Pro Forma Combined (Assuming No Redemptions)			Pro Forma Combined (Assuming Maximum Redemptions)
	(in thousands, except share and per share data)
Summary Unaudited Pro Forma Condensed Combined
Statement of Operations Data For The Year Ended December 31, 2021
Revenue		$	34,748		$	34,748
Operating expenses			70,827			70,827
Loss from operations			(36,079)			(36,079)
Net loss			(30,860)			(30,860)
Basic and diluted net loss per share		$	(0.28)		$	(0.31)
Basic and diluted weighted average shares outstanding			111,064,925			98,783,675
Selected Unaudited Pro Forma Condensed Combined
Balance Sheet Data as of June 30, 2022
Total assets		$	527,384		$	391,286
Total liabilities		$	69,937		$	69,937
Total stockholders’ equity		$	457,447		$	321,349

Regulatory Matters

Under the HSR Act and the rules that have been promulgated thereunder by the Federal Trade Commission (“FTC”), certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice (“Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The Business Combination is subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the filing of the required Notification and Report Form by each Party with the Antitrust Division and the FTC. If the FTC or the Antitrust Division issues a Request for Additional Information and Document Materials (a “Second Request”) within the initial 30-day waiting period, the waiting period with respect to the Transactions will be extended for an additional period of 30 calendar days, which will begin on the date on which the filing parties each certify compliance with the Second Request. On April 6, 2022, APAC and OmniAb filed their respective required forms under the HSR Act with respect to the Business Combination with the Antitrust Division and the FTC.

At any time before or after consummation of the Business Combination, notwithstanding termination of the respective waiting periods under the HSR Act, the Department of Justice or the FTC, or any state or foreign governmental authority could take such action under applicable antitrust laws as such authority deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination, conditionally approving the Business Combination upon divestiture of assets, subjecting the completion of the Business Combination to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. APAC cannot assure you that the Antitrust Division, the FTC, any state attorney general or any other government authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, APAC cannot assure you as to its result.

Neither APAC nor OmniAb is aware of any material regulatory approvals or actions that are required for completion of the Business Combination other than the expiration of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Emerging Growth Company

APAC is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in APAC’s 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. APAC 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, APAC, 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 APAC’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of APAC’s initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

Risk Factors

In evaluating the proposals to be presented at the APAC extraordinary general meeting, a shareholder should carefully read this proxy statement/prospectus/information statement and especially consider the factors discussed in the section entitled “Risk Factors.”

MARKET PRICE AND DIVIDEND INFORMATION

APAC

Market Information

APAC Units began trading on Nasdaq on August 10, 2021. Each APAC Unit consists of one Class A ordinary share and one-third of one redeemable warrant to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. On September 27, 2021, APAC announced that holders of APAC Units could elect to separately trade the Class A ordinary shares and redeemable warrants included in the APAC Units on September 30, 2021. Any APAC Units not separated continue to trade on Nasdaq under the symbol “AHPAU.” Any underlying Class A ordinary shares and warrants that were separated trade on Nasdaq under the symbols “AHPA” and “AHPAW,” respectively. Each warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in APAC’s final prospectus dated August 9, 2021, which was filed with the SEC on August 11, 2021. Only whole warrants may be exercised for Class A ordinary shares and will become exercisable on the later of 30 days after the completion of the Business Combination or 12 months after the initial public offering closing date. APAC’s warrants expire five years after the completion of the Business Combination or earlier upon redemption or liquidation.

Holders

On August 19, 2022, there was one holder of record of APAC Units, one holder of record of APAC’s separately traded Class A ordinary shares, two holders of record of APAC’s warrants and four holders of record of APAC’s Class B ordinary shares.

Dividends

APAC has not paid any cash dividends on its Class A ordinary shares to date and does not intend to pay cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon APAC’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of the APAC Board. In addition, the APAC Board is not currently contemplating and does not anticipate declaring stock dividends in the foreseeable future. Further, if APAC incurs any indebtedness in connection with the Business Combination, APAC’s ability to declare dividends may be limited by restrictive covenants it may agree to in connection therewith.

OmniAb

Summary Historical Market Price

Historical market price data for OmniAb does not exist, as OmniAb currently is a wholly-owned subsidiary of Ligand. As such, shares of OmniAb Common Stock are not currently listed on a public stock exchange and are not publicly traded. Therefore, no market data is available for OmniAb.

Ligand

Summary Historical Market Price

Ligand Common Stock is listed and traded on the Nasdaq Global Market under the symbol “LGND.” The following table sets forth, for the periods indicated, the high and low sales prices per share of Ligand Common Stock, as reported on the Nasdaq Global Market. On August 19, 2022, the last practicable trading day prior to the date of this proxy statement/prospectus/information statement, there were 16,889,938 shares of Ligand Common Stock outstanding. Except for 2007, during which Ligand declared a cash dividend on its common stock of $2.50 per share, Ligand has not declared or paid dividends to the holders of its common stock.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF APAC AND OMNIAB

The following unaudited pro forma condensed combined financial information presents the combination of the financial information of OmniAb and APAC adjusted to give effect to the Business Combination. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

APAC is a blank check company incorporated in the Cayman Islands on February 5, 2021. APAC was incorporated for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. APAC has neither engaged in any operations nor generated any revenue to date. On August 12, 2021, APAC consummated its initial public offering of 23,000,000 units at $10.00 per unit, generating gross proceeds of $230,000,000. Simultaneously with the closing of the initial public offering, APAC consummated the sale of 8,233,333 warrants at a price of $1.50 per warrant to the Sponsor, generating proceeds of approximately $12,350,000. Upon the closing of the initial public offering and the sale of the private placement warrants, an amount equal to $235,750,000 was placed in a Trust Account. The Trust Account may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government obligations. As of June 30, 2022, investments in the Trust Account totaled approximately $236,098,332.

OmniAb is a biotechnology company with a Biological Intelligence powered multi-species antibody platform for the discovery of mono and bispecific therapeutic human antibodies. OmniAb primarily derives revenue from license fees for technology access, milestones from partnered programs and service revenue from research programs.

The unaudited pro forma condensed combined balance sheet as of June 30, 2022 combines the historical balance sheets of OmniAb and APAC on a pro forma basis as if the Business Combination had been consummated on June 30, 2022. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2022 and year ended December 31, 2021 combine the historical statements of operations of OmniAb and APAC for such period on a pro forma basis as if the Business Combination had been consummated on January 1, 2021, the beginning of the earliest period presented.

The pro forma condensed combined financial information may not be useful in predicting the future financial condition and results of operations of the post-combination company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

The information should be read together with the accompanying notes to the unaudited pro forma condensed combined financial statements, audited and unaudited financial statements of OmniAb and APAC included in this proxy statement/prospectus/information statement, the sections titled “OmniAb’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “APAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other information relating to OmniAb and APAC contained in this proxy statement/prospectus/information statement, including the Merger Agreement and the description of certain terms thereof set forth in the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal.”

The Business Combination is expected to be accounted for as a reverse recapitalization in accordance with GAAP, whereby APAC is treated as the acquired company and OmniAb is treated as the acquirer. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of OmniAb issuing stock for the net assets of APAC, accompanied by a recapitalization. The net assets of APAC will be stated at historical cost, with no goodwill or other intangible assets recorded. Subsequent presentations of the results of operations presented for the period prior to the Business Combination will be for those of OmniAb.

OmniAb has been determined to be the accounting acquirer in the Business Combination based on the following predominate factors:

•

OmniAb will have the ability to nominate a majority of the initial members of the New OmniAb Board;

•

OmniAb’s senior management will be the senior management of the combined entity;

•

OmniAb is the larger entity based on historical operating activity and has the larger employee base; and

•

The post-combination company will assume an OmniAb branded name: “OmniAb, Inc.”

Pursuant to the Cayman Constitutional Documents, APAC’s public shareholders may request that APAC redeem all or a portion of such shareholder’s public shares for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the Trust Account if the Business Combination is consummated.

The unaudited pro forma condensed combined financial statements present two redemption scenarios as follows:

•

Assuming No Redemptions: This presentation assumes that none of the holders of APAC’s Class A Ordinary Shares will exercise redemption rights with respect to their public shares; and

•

Description of the Business Combination

The Business Combination will be accomplished by way of the following transaction steps:

•

The Distribution will be effected, whereby Ligand will distribute to Ligand stockholders 100% of the OmniAb Common Stock;

•

Pursuant to the Employee Matters Agreement, at the time of the Distribution, (i) each existing Ligand equity award granted prior to March 2, 2022, with certain limited exceptions, will be split into (A) a new Ligand equity award and (B) a new OmniAb Equity Award, with any in-the-money value in the original Ligand equity award split between such awards based on the relative values of Ligand and OmniAb at the time of the Distribution, and (ii) each existing Ligand equity award granted on or after March 2, 2022 will be converted into either (A) if the holder will be a Ligand service provider following the Distribution, an adjusted Ligand equity award, or (B) if the holder will be an OmniAb service provider following the Distribution, a new OmniAb Equity Award, with the intrinsic value of such adjusted or converted award equal to the intrinsic value in the original Ligand equity award based on the relative values of Ligand and OmniAb at the time of the Distribution;

•

aggregate purchase price of $15,000,000, with such purchases to be consummated following the Domestication and prior to the Merger. In addition to the Forward Purchase, the Sponsor has agreed to effect the Redemption Backstop (to the extent necessary), whereby the Sponsor will purchase up to an additional 10,000,000 shares of New OmniAb Common Stock and up to an additional 1,666,667 New OmniAb Warrants, for an aggregate additional purchase price of up to $100,000,000, in order to backstop shareholder redemptions to the extent such redemptions would result in the cash proceeds to be available to the combined company following the Business Combination from APAC’s trust account to be less than $100,000,000; and

•

Following the above steps, the Merger will be effected, whereby Merger Sub will merge with and into OmniAb, with OmniAb continuing as the surviving company in the Merger and a wholly-owned subsidiary of New OmniAb. In addition, in connection with the consummation of the Merger and prior to the consummation of the Domestication, the surviving company will be renamed “OmniAb Operations, Inc.”

As a result of the Merger, the existing shares of OmniAb Common Stock will automatically convert into the right to receive shares of New OmniAb Common Stock in accordance with an exchange ratio described elsewhere in this proxy statement/prospectus/information statement. The total number of shares of New OmniAb Common Stock to be received by OmniAb’s stockholders (as of immediately after consummation of the Distribution) or reserved for issuance pursuant to the New OmniAb Equity Awards into which OmniAb Equity Awards are to be converted will be equal to the Aggregate Merger Consideration. In addition to the Aggregate Merger Consideration, holders of OmniAb Common Stock and OmniAb Equity Awards will also receive earnout consideration in the form of an additional 15,000,000 OmniAb Earnout Shares, with 50% of such earnout shares vesting upon the achievement of a post-transaction VWAP of $12.50 per share of New OmniAb 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 $15.00 per share of New OmniAb Common Stock for any 20 trading days over a consecutive 30 trading-day period, in each case provided such vesting occurs during the five-year period following the Closing.

For more information about the Business Combination, please see the section titled “Shareholder Proposal No. 1 — The Business Combination Proposal.” A copy of the Merger Agreement is attached to the accompanying proxy statement/prospectus/information statement as Annex A.

The following summarizes the pro forma capitalization of the post-combination company expected immediately following the Closing, presented under the two redemption scenarios:

	Assuming No Redemptions				Assuming Maximum Redemptions
	Shares		%		Shares		%
APAC’s public shareholders		23,000,000		18.0%		—		0.0%
Sponsor and related parties(1)(2)		7,250,000		5.7%		17,250,000		15.0%
OmniAb’s (Ligand’s) stockholders(3)(6)		97,731,592		76.3%		97,731,592		85.0%
Pro Forma Common Stock(4)(5)		127,981,592		100.0%		114,981,592		100.0%

(1)

Includes 1,916,667 Sponsor Earnout Shares in the no redemption scenario and 1,197,917 Sponsor Earnout Shares in the maximum redemption scenario. The Sponsor Earnout Shares were included in the pro forma capitalization as, during the Earnout Period, holders of the Sponsor Earnout Shares are entitled to vote such Sponsor Earnout Shares and receive dividends and other distributions in respect thereof, pursuant to the Sponsor Insider Agreement.

(2)

Pursuant to the A&R FPA, includes 1,500,000 shares of New OmniAb Common Stock purchased by the Sponsor in the Forward Purchase in the no redemption and maximum redemption scenarios and 10,000,000 shares of New OmniAb Common Stock purchased by the Sponsor in the Redemption Backstop in the maximum redemption scenario.

(3)

Includes 15,000,000 OmniAb Earnout Shares as, during the Earnout Period, OmniAb Earnout Shares are entitled to exercise the voting rights carried by such OmniAb Earnout Shares and receive any dividends or other distributions in respect of such OmniAb Earnout Shares.

(4)

The pro forma capitalization excludes the following:

•

13,587,254 unexercised OmniAb Options

•

1,402,039 OmniAb RSUs and OmniAb PSUs

•

7,666,667 unexercised APAC Public Warrants

•

8,233,333 unexercised APAC Private Placement Warrants

•

1,666,667 unexercised APAC Warrants issued in the Forward Purchase

•

1,666,667 unexercised APAC Warrants issued in the Redemption Backstop in the maximum redemption scenario

•

500,000 unexercised APAC Private Placement Warrants issuable pursuant to the convertible promissory note

(5)

If all of the Sponsor’s APAC Warrants are exercised, which include the 8,233,333 APAC Private Placement Warrants, the 1,666,667 APAC Warrants issued in the Forward Purchase, the 1,666,667 APAC Warrants issued in the Redemption Backstop in the maximum redemption scenario and the 500,000 APAC Private Placement Warrants issuable pursuant to the convertible promissory note, Sponsor would own approximately 12.8% of the shares of New OmniAb in the no redemption scenario, or approximately 23.1% of the shares of New OmniAb in the maximum redemption scenario.

(6)

For a description of the assumptions used in calculating the number of shares to be owned by OmniAb’s (Ligand’s) stockholders, see “Shareholder Proposal No. 1 — The Business Combination Proposal — Ownership of APAC after the Business Combination.”

Assumptions and estimates underlying the unaudited pro forma adjustments included in the unaudited pro forma condensed combined financial statements are described in the accompanying notes. The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and are not necessarily indicative of the operating results and financial position that would have been achieved had the Business Combination occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial statements do not purport to project the future operating results or financial position of the post-combination company following the completion of the Business Combination. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date on which these unaudited pro forma condensed combined financial statements are prepared and are subject to change as additional information becomes available and analyses are performed.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF JUNE 30, 2022
(in thousands)

	OmniAb (Historical)			APAC (Historical)			Autonomous Entity Adjustments (Note 3)				Transaction Accounting Adjustments (Assuming No Redemptions) (Note 3)				Pro Forma Combined (Assuming No Redemptions)			Additional Transaction Accounting Adjustments (Assuming Maximum Redemptions) (Note 3)				Pro Forma Combined (Assuming Maximum Redemptions)
Assets
Cash and cash equivalents		$	—		$	159		$	5,000	(a)		$	236,098	(b)		$	231,677		$	(236,098)	(m)		$	95,579
													(4,025)	(c)						100,000	(n)
													(20,555)	(d)
													15,000	(e)
Accounts receivable, net			8,180			—							(8,180)	(j)			—							—
Prepaid expenses			1,081			533											1,614							1,614
Other current assets			3,970			—							(3,280)	(d)			690							690
Total current assets			13,231			692			5,000				215,058				233,981			(136,098)				97,883
Investments held in Trust Account			—			236,098							(236,098)	(b)			—							—
Deferred income taxes			822														822							822
Intangible assets, net			169,050			—											169,050							169,050
Goodwill			83,979			—											83,979							83,979
Property and equipment, net			16,090			—											16,090							16,090
Opearating lease assets			22,011			—											22,011							22,011
Other assets			1,451			—											1,451							1,451
Total assets			306,634			236,790			5,000				(21,040)				527,384			(136,098)				391,286
Liabilities
Accounts payable			7,383			4,540							(4,319)	(d)			221							221
													(1,962)	(d)
													(5,421)	(j)
Accrued liabilities			2,982			1,305							(915)	(d)			390							390
													(1,112)	(d)
													(1,870)	(j)
Convertible promissory note			—			750							(750)	(i)			—							—
Derivative – Forward Purchase and Backstop Securities			—			383							(383)	(f)			—							—
Current portion of contingent liabilities			2,179			—											2,179							2,179
Current portion of deferred revenue			10,199			—											10,199							10,199
Current portion of operating lease liabilities			1,225			—											1,225							1,225
Current portion of finance lease liabilities			3			—											3							3
Total current liabilities			23,971			6,978			—				(16,732)				14,217			—				14,217
Long-term contingent liabilities			4,323			—											4,323							4,323
Deferred underwriting fee payable			—			8,050							(8,050)	(c)			—							—
Deferred income taxes, net			18,304			—											18,304							18,304
Long-term operating lease liabilities			25,411			—											25,411							25,411
Long-term portion of deferred revenue			7,384			—											7,384							7,384
Other long-term liabilities			298														298							298
Total liabilities			79,691			15,028			—				(24,782)				69,937			—				69,937
Commitments and contingencies
Class A ordinary shares subject to possible redemption			—			236,098							(236,098)	(g)			—			—				—

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2022
(in thousands, except share and per share data)

	OmniAb (Historical)			APAC (Historical)			Autonomous Entity Adjustments (Note 3)			Transaction Accounting Adjustments (Assuming No Redemptions) (Note 3)				Pro Forma Combined (Assuming No Redemptions)			Additional Transaction Accounting Adjustments (Assuming Maximum Redemptions) (Note 3)				Pro Forma Combined (Assuming Maximum Redemptions)
Revenues:
Royalty		$	402		$	—									$	402						$	402
License and milestone revenue			6,426			—										6,426							6,426
Service revenue			9,994			—										9,994							9,994
Total revenue			16,822			—			—			—				16,822			—				16,822
Operating expense:
Research and development			22,256			—										22,256							22,256
General and administrative			9,115			6,399						(60)	(aa)			15,454							15,454
Amortization of intangibles			6,518			—										6,518							6,518
Other operating expense (income) – net			(278)			—										(278)							(278)
Total operating expenses			37,611			6,399			—			(60)				43,950			—				43,950
Loss from operations			(20,789)			(6,399)			—			60				(27,128)			—				(27,128)
Other income (expense):
Gain on investments held in Trust Account			—			348						(348)	(cc)						—				—
Change in fair value of Forward Purchase and Backstop Securities			—			65						(65)	(dd)						—				—
Other income, net			—			413			—			(413)				—			—				—
Loss before income taxes			(20,789)			(5,986)			—			(353)				(27,128)			—				(27,128)
Income tax benefit			4,231			—						2,551	(ee)			6,782			—				6,782
Net loss		$	(16,558)		$	(5,986)		$	—		$	2,198			$	(20,346)		$	—			$	(20,346)
Deemed dividend – Forward Purchase and Backstop Securities			—			(225)						225	(ff)						—				—
Net loss attributable to ordinary shareholders		$	(16,558)		$	(6,211)		$	—		$	2,423			$	(20,346)		$	—			$	(20,346)
Basic and diluted weighted average shares outstanding						28,750,000						82,314,925	(gg)			111,064,925			(12,281,250)	(hh)			98,783,675
Basic and diluted net loss per share					$	(0.21)									$	(0.18)						$	(0.21)

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2021
(in thousands, except share and per share data)

	Year Ended December 31, 2021			For the period from February 5, 2021 (inception) through December 31, 2021						Transaction Accounting Adjustments (Assuming No Redemptions) (Note 3)				Year Ended December 31, 2021			Additional Transaction Accounting Adjustments (Assuming Maximum Redemptions) (Note 3)				Year Ended December 31, 2021
	OmniAb (Historical)			APAC (Historical)			Autonomous Entity Adjustments (Note 3)							Pro Forma Combined (Assuming No Redemptions)							Pro Forma Combined (Assuming Maximum Redemptions)
Revenues:
License and milestone revenue		$	14,664		$	—									$	14,664						$	14,664
Service revenue			20,084			—										20,084							20,084
Total revenue			34,748			—			—			—				34,748			—				34,748
Operating expense:
Research and development			39,232			—										39,232							39,232
General and administrative			16,947			516						(46)	(aa)			17,417							17,417
Amortization of intangibles			12,968			—										12,968							12,968
Other operating expense – net			1,210			—										1,210							1,210
Total operating expenses			70,357			516			—			(46)				70,827			—				70,827
Loss from operations			(35,609)			(516)			—			46				(36,079)			—				(36,079)
Other income (expense):
Interest expense			(7)			—										(7)							(7)
Other income, net			1,266			—						(6,327)	(bb)			(5,061)							(5,061)
Other income, net			1,259			—			—			(6,327)				(5,068)			—				(5,068)
Loss before income taxes			(34,350)			(516)			—			(6,281)				(41,147)			—				(41,147)
Income tax benefit			7,308			—						2,979	(ee)			10,287			—				10,287
Net loss		$	(27,042)		$	(516)		$	—		$	(3,302)			$	(30,860)		$	—			$	(30,860)
Basic and diluted weighted average shares outstanding						15,178,572						95,886,353	(gg)			111,064,925			(12,281,250)	(hh)			98,783,675
Basic and diluted net loss per share					$	(0.03)									$	(0.28)						$	(0.31)

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Basis of Presentation

The Business Combination is expected to be accounted for as a reverse recapitalization in accordance with GAAP, whereby APAC is treated as the acquired company and OmniAb is treated as the acquirer. Accordingly, for accounting purposes, the Business Combination is expected to be treated as the equivalent of OmniAb issuing stock for the net assets of APAC, accompanied by a recapitalization. The net assets of APAC will be stated at historical cost, with no goodwill or other intangible assets recorded. Subsequently, results of operations presented for the period prior to the Business Combination will be those of OmniAb.

The unaudited pro forma condensed combined balance sheet as of June 30, 2022 gives pro forma effect to the Business Combination as if it had been consummated on June 30, 2022. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2022 and year ended December 31, 2021 give pro forma effect to the Business Combination as if it had been consummated on January 1, 2021.

The unaudited pro forma condensed combined balance sheet as of June 30, 2022 has been prepared using, and should be read in conjunction with, the following:

•

OmniAb’s unaudited combined balance sheet as of June 30, 2022 and the related notes included elsewhere in this proxy statement/ prospectus/ information statement; and

•

APAC’s unaudited condensed consolidated balance sheet as of June 30, 2022 and the related notes included elsewhere in this proxy statement/ prospectus/ information statement.

The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2022 has been prepared using, and should be read in conjunction with, the following:

•

OmniAb’s unaudited combined statement of operations for the six months ended June 30, 2022 and the related notes included elsewhere in this proxy statement/ prospectus/ information statement; and

•

APAC’s unaudited condensed consolidated statement of operations for the six months ended June 30, 2022 and the related notes included elsewhere in this proxy statement/ prospectus/ information statement.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021 has been prepared using, and should be read in conjunction with, the following:

•

OmniAb’s audited combined statement of operations for the year ended December 31, 2021 and the related notes included elsewhere in this proxy statement/ prospectus/ information statement; and

•

APAC’s audited statement of operations for the period from February 5, 2021 (inception) through December 31, 2021 and the related notes included elsewhere in this proxy statement/ prospectus/ information statement.

Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

The unaudited pro forma condensed combined financial information does not give effect to any synergies, operating efficiencies, tax savings or cost savings that may be associated with the Merger.

The pro forma adjustments reflecting the completion of the Business Combination are based on currently available information and assumptions and methodologies that management believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. Management believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to

management at the current time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. They should be read in conjunction with the historical financial statements and notes thereto of OmniAb and APAC.

Accounting Policies

Upon consummation of the Business Combination, management will perform a comprehensive review of OmniAb’s and APAC’s accounting policies. As a result of the review, management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of the post-combination company. Based on its initial analysis, management did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information.

Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only.

The pro forma combined provision for income taxes does not necessarily reflect the amounts that would have resulted had the post-combination company filed consolidated income tax returns during the periods presented.

The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined consolidated statement of operations are based upon the number of APAC’s shares outstanding, assuming the Business Combination occurred on January 1, 2021.

Autonomous Entity Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

The autonomous entity adjustments included in the unaudited pro forma condensed combined balance sheet as of June 30, 2022 are as follows:

(a)

Represents Ligand’s contribution to OmniAb of $5,000,000 prior to the Distribution in accordance with the Separation and Distribution Agreement. The $5,000,000 contribution amount represents $15,000,000 less approximately $10,000,000 of certain transaction and other expenses previously incurred or expected to be incurred by Ligand, which are eligible to be offset against the contribution amount in accordance with the Separation and Distribution Agreement.

Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

The transaction accounting adjustments included in the unaudited pro forma condensed combined balance sheet as of June 30, 2022 are as follows:

(b)

Reflects the reclassification of cash held in the Trust Account that becomes available following the Business Combination, assuming no redemptions.

(c)

Reflects the settlement of the deferred underwriting fee payable, of which only 50% is expected to be payable upon the closing of the Business Combination. The portion of the deferred underwriting fee that is not expected to be paid at the closing of the Business Combination was reflected as an increase to additional paid-in capital.

(d)

Represents preliminary estimated transaction costs expected to be incurred by OmniAb and APAC of approximately $9,200,000 and $12,000,000, respectively, for legal, financial and capital

markets advisory and other professional fees. APAC’s estimated transaction costs exclude the deferred underwriting commissions as described in Note 3(c) above.

For OmniAb’s estimated transaction costs:

•

$2.0 million were deferred in other current assets and accrued in accounts payables as of June 30, 2022;

•

$1.1 million were deferred in other current assets and accrued in accrued liabilities as of June 30, 2022;

•

$0.2 million were deferred in other current assets and paid as of June 30, 2022;

•

$9.0 million was reflected as a reduction of cash, which represents OmniAb’s preliminary estimated transaction costs less amounts previously paid by OmniAb as of June 30, 2022; and

•

$9.2 million were capitalized and offset against the proceeds from the Business Combination and reflected as a decrease in additional paid-in capital.

For APAC’s estimated transaction costs:

•

$4.3 million was accrued by APAC in accounts payable and recognized in expense as of June 30, 2022;

•

$0.9 million was accrued by APAC in accrued liabilities and recognized in expense as of June 30, 2022;

•

$0.4 million was recognized in expense and paid as of June 30, 2022;

•

$11.6 million was reflected as a reduction of cash, which represents APAC's preliminary estimated transaction costs less amounts previously paid by APAC as of June 30, 2022; and

•

$6.3 million was reflected as an adjustment to accumulated deficit as of June 30, 2022, which represents the total estimated APAC transaction costs less $5.7 million previously recognized by APAC as of June 30, 2022. The costs expensed through accumulated deficit are included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021 as discussed in Note 3(dd) below.

(e)

Reflects proceeds of $15,000,000 from the issuance and sale of 1,500,000 shares of New OmniAb Common Stock, par value of $0.0001 per share, and 1,666,667 Warrants in the Forward Purchase. The APAC Warrants issued in the Forward Purchase are expected to be equity classified under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity (“ASC 815-40”).

(f)

Reflects the settlement of the Forward Purchase and Backstop Securities in the Forward Purchase and Redemption Backstop upon the closing of the Business Combination.

(g)

Reflects the reclassification of $236,098,332 of APAC Class A Ordinary Shares, par value of $0.0001 per share, subject to possible redemption to permanent equity, assuming no redemptions.

(h)

Reflects the conversion of 23,000,000 APAC Class A Ordinary Shares and 5,750,000 APAC Class B Ordinary Shares into 28,750,000 shares of New OmniAb Common Stock in the Domestication.

(i)

Reflects the expected conversion of the convertible promissory note into APAC Private Placement Warrants at a price of $1.50 per warrant upon the closing of the Business Combination.

(j)

Reflects adjustment to remove OmniAb's accounts receivable, accounts payable and accrued liabilities at the Distribution Time. Pursuant to the Separation and Distribution Agreement, accounts receivable, accounts payable and accrued liabilities accrued by OmniAb at any time up to and until the Distribution Time shall be retained by Ligand.

(k)

Reflects the recapitalization of OmniAb’s parent company net investment into 97,731,592 shares of New OmniAb Common Stock, par value of $0.0001 per share. The shares of New OmniAb

Common Stock include 82,731,592 shares of New OmniAb Common Stock issued to holders of OmniAb Common Stock and 15,000,000 OmniAb Earnout Shares. The OmniAb Earnout Shares, which will be issued and legally outstanding upon the closing of the Business Combination, are expected to be equity classified under ASC 815-40.

(l)

Reflects the elimination of APAC’s historical accumulated deficit after recording the transaction costs to be incurred by APAC as described in Note 3(d) above.

(m)

Represents the maximum redemption of 23,000,000 APAC Class A Ordinary Shares for $236,098,332 allocated to shares of New OmniAb Common Stock and additional paid-in capital using par value of $0.0001 per share and at a redemption price of $10.27 per share.

(n)

Reflects proceeds of $100,000,000 from the issuance and sale of 10,000,000 shares of New OmniAb Common Stock, par value of $0.0001 per share, and 1,666,667 Warrants to the Sponsor in the Redemption Backstop. The Warrants issued in the Redemption Backstop are expected to be equity classified under ASC 815-40.

Autonomous Entity Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

Autonomous Entity Adjustments

The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2022 and year ended December 31, 2021 do not reflect an amount for an autonomous entity adjustment as management does not anticipate that the net costs derived from expected contractual arrangements, primarily related to the Transition Services Agreements and Employee Matters Agreement will be materially different than the historical costs for these same services that have been allocated by Ligand to OmniAb in its historical combined financial statements for the six months ended June 30, 2022 and year ended December 31, 2021.

Management Adjustments for Incremental Costs

OmniAb expects to incur incremental costs based on management actions and other dis-synergies that will result as a separate public company, which may be material to the Company’s financial results. These incremental costs, which are additional to the net costs expected to be incurred under the Transition Services Agreement and other expected contractual arrangements to be executed at closing, primarily include additional compensation expense from potential headcount increases, higher audit and tax fees, and other costs related to our IT, investor relations, finance and general and administrative functions. As these costs are based on certain discretionary management actions for which contractual agreements are not yet known or may occur following closing of the transaction, they are not considered as autonomous entity adjustments. Management has elected not to present Management’s Adjustments related to these incremental costs in the unaudited pro forma condensed combined financial information.

Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

The pro forma adjustments included in the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2022 and year ended December 31, 2021 are as follows:

(aa)

Represents pro forma adjustment to eliminate historical expenses related to APAC’s administrative, financial and support services paid to the Sponsor, which will terminate upon consummation of the Business Combination.

(bb)

Reflects preliminary estimated APAC transaction costs that will be expensed upon the closing of the Business Combination. These costs are reflected as if incurred on January 1, 2021, the date the Business Combination is deemed to have occurred for the purposes of the unaudited pro forma condensed combined statement of operations. This is a non-recurring item.

(cc)

Represents pro forma adjustment to eliminate gain on investments held in Trust Account.

(dd)

Reflects the elimination of the change in fair value of the Forward Purchase and Backstop

Securities, which will be settled in the Forward Purchase and Redemption Backstop upon the closing of the Business Combination.

(ee)

Reflects the adjustment to income tax benefit as a result of the tax impact on the Business Combination at the estimated combined statutory tax rate of 25.0%.

(ff)

Reflects the elimination of the deemed dividend on the Forward Purchase and Backstop Securities, which will be settled in the Forward Purchase and Redemption Backstop upon the closing of the Business Combination.

(gg)

The following reflects the adjustment to basic and diluted weighted average shares outstanding in the no redemption scenario:

	Six Months Ended June 30, 2022		Year Ended December 31, 2021
Issuance of shares of New OmniAb Common Stock to holders of OmniAb Common Stock		82,731,592		82,731,592
Impact on APAC’s weighted average shares outstanding assuming APAC’s shares were outstanding since January 1, 2021, the beginning of the earlier period presented		—		13,571,428
Issuance of shares of New OmniAb Common Stock in the Forward Purchase		1,500,000		1,500,000
Exclusion of Sponsor Earnout Shares(1)		(1,916,667)		(1,916,667)
		82,314,925		95,886,353

(1)

Sponsor Earnout Shares are subject to certain vesting restrictions pursuant to the Sponsor Insider Agreement and the Merger Agreement, which are considered contingently issuable shares for which the milestones have not yet been achieved.

Refer to Note 4 “Loss Per Share” of this Unaudited Pro Forma Condensed Combined Financial Information for further information on the calculation of pro forma weighted average shares outstanding.

(hh)

Reflects the redemption of 23,000,000 APAC Class A Ordinary Shares, the issuance of 10,000,000 shares of New OmniAb Common Stock to the Sponsor in the Redemption Backstop, and pursuant to the Sponsor Insider Agreement, a decrease of 718,750 Sponsor Earnout Shares in the maximum redemption scenario. Refer to Note 4 “Loss Per Share” of this Unaudited Pro Forma Condensed Combined Financial Information for further information on the calculation of pro forma weighted average shares outstanding.

Loss per Share

Represents the net loss per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since January 1, 2021. As the Business Combination is being reflected as if it had occurred at the beginning of the periods presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Business Combination have been outstanding for the entire period presented. When assuming maximum redemption, this calculation is adjusted to eliminate such shares for the entire period.

	Six Months Ended June 30, 2022						Year Ended December 31, 2021
	Assuming No Redemptions			Assuming Maximum Redemptions			Assuming No Redemptions			Assuming Maximum Redemptions
Pro forma net loss (in thousands)		$	(20,346)		$	(20,346)		$	(30,860)		$	(30,860)
Pro forma weighted average shares outstanding, basic and diluted			111,064,925			98,783,675			111,064,925			98,783,675
Pro forma net loss per share, basic and diluted		$	(0.18)		$	(0.21)		$	(0.28)		$	(0.31)
Pro forma weighted average shares calculation, basic and diluted
APAC’s public shareholders			23,000,000			—			23,000,000			—
Sponsor & related parties(1)(2)			5,333,333			16,052,083			5,333,333			16,052,083
OmniAb’s (Ligand’s) stockholders(3)(5)			82,731,592			82,731,592			82,731,592			82,731,592
Pro forma weighted average shares calculation, basic and diluted(4)			111,064,925			98,783,675			111,064,925			98,783,675

(1)

The pro forma basic and diluted shares exclude 1,916,667 Sponsor Earnout Shares in the no redemption scenario and 1,197,917 Sponsor Earnout Shares in the maximum redemption scenarios. The Sponsor Earnout Shares are subject to certain vesting restrictions pursuant to the Sponsor Insider Agreement and the Merger Agreement and are considered contingently issuable shares for which the milestones have not yet been achieved.

(2)

The pro forma basic and diluted shares include 1,500,000 shares of New OmniAb Common Stock purchased by the Sponsor in the Forward Purchase in the no redemption and maximum redemption scenarios and 10,000,000 shares of New OmniAb Common Stock purchased by the Sponsor in the Redemption Backstop in the maximum redemption scenario.

(3)

The pro forma basic and diluted shares exclude 15,000,000 OmniAb Earnout Shares subject to certain vesting restrictions pursuant to the Merger Agreement. These Earnout Shares are considered contingently issuable shares for which the milestones have not yet been achieved.

(4)

The pro forma diluted shares exclude the following because including them would be antidilutive:

•

13,587,254 unexercised OmniAb Options

•

1,402,039 OmniAb RSUs and OmniAb PSUs

•

7,666,667 unexercised APAC Public Warrants

•

8,233,333 unexercised APAC Private Placement Warrants

•

1,666,667 unexercised APAC Warrants issued in the Forward Purchase

•

1,666,667 unexercised APAC Warrants issued in the Redemption Backstop in the maximum redemption scenario

•

500,000 unexercised APAC Private Placement Warrants issuable pursuant to the convertible promissory note

(5)

RISK FACTORS

Unless the context otherwise requires, references in this subsection “— Risk Factors” to “OmniAb,” “we,” “us” and “our” generally refer to OmniAb following the Business Combination.

Risks Related to the Business of OmniAb

You should carefully consider the risks and uncertainties described below, together with the information included elsewhere in this proxy statement/prospectus/information statement. The risks and uncertainties described below are those that we have identified as material but are not the only risks and uncertainties facing us. Our business is also subject to general risks and uncertainties that affect many other companies, such as market conditions, economic conditions, geopolitical events, changes in laws, regulations or accounting rules, fluctuations in interest rates, terrorism, wars or conflicts, major health concerns, natural disasters or other disruptions of expected business conditions. Additional risks and uncertainties not currently known to us or that we currently believe are immaterial also may impair our business, including our results of operations, liquidity and financial condition.

We have incurred losses on an as-reported basis for the last three years, and we may not be able to generate sufficient revenue to achieve and maintain profitability.

Historically, we have incurred net losses, as reported on a combined basis. For the years ended December 31, 2021, 2020 and 2019, our revenue was $34.7 million, $23.3 million and $18.3 million, respectively, and for the three and six months ended June 30, 2022, our revenue was $7.2 million and $16.8 million, respectively. For the years ended December 31, 2021, 2020 and 2019, our net loss was $(27.0 million), $(17.6 million) and $(13.6 million), respectively, and for the three and six months ended June 30, 2022, our net loss was $(10.3 million) and $(16.6 million), respectively. We expect to continue to incur losses for the foreseeable future, and we anticipate these losses will increase substantially as we invest in research and development activities to improve our OmniAb technology platform, market and sell our technologies to existing and new partners, add operational, financial and management information systems and personnel to support our operations and incur additional costs associated with operating as a public company.

Our expenses could increase beyond expectations for a variety of reasons, including as a result of our growth strategy and the expansion of our operations. We will need to generate significant additional revenue to achieve and sustain profitability and even if we achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. We may never be able to generate sufficient revenue to achieve or sustain profitability and our recent and historical growth should not be considered indicative of our future performance. Our failure to become and remain profitable may have an adverse effect on the value of our company and could impair our ability to raise capital, expand our business and maintain our research and development efforts. A decline in the value of our company could also cause you to lose all or part of your investment.

Our revenue has fluctuated from period to period, and our revenue for any historical period may not be indicative of results that may be expected for any future period.

Service and license revenue are generated by research activities that we perform for our partners and technology access fees, the timing and nature of which are dictated by the commencement of discovery campaigns selected by our partners. We also generate milestone payments upon the achievement of development milestones by our partners with respect to the antibodies discovered using our platform and royalties based on the net sales of any products commercialized by our partners. As a result, we will be prone to fluctuations in our revenue depending on the timing of our entry into license agreements with our partners, our partners initiating discovery programs, and our partners achieving development milestones or commercial sales with respect to therapeutic candidates utilizing antibodies discovered using our platform. The timing and likelihood of payments to us under these agreements is dependent on our partners’ successful utilization of the antibodies discovered using our platform, which is outside of our control. Because of these factors, our revenue could vary materially from quarter to quarter from our forecasts.

Our operating results may fluctuate significantly, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations or any guidance we may provide.

Our quarterly and annual operating results may fluctuate significantly, which makes it difficult for us to predict our future operating results. These fluctuations may occur due to a variety of factors, many of which are outside of our control, including, but not limited to:

•

the level of demand for our technology platform and solutions, which may vary significantly;

•

the timing and cost of, and level of investment in, research, development and commercialization activities relating to our platform and technology and any of our internal development programs, which may change from time to time;

•

the start and completion of programs in which our platform is utilized;

•

the timing of and the degree to which our partners successfully develop, secure marketing approvals for and commercialize any therapeutic candidates based on the antibodies discovered using our platform;

•

the introduction of new technologies, platform features or software, by us or others in our industry;

•

expenditures that we may incur to acquire, develop or commercialize additional platform technologies;

•

the degree of competition in our industry and any change in the competitive landscape of our industry, including consolidation among our competitors or future partners;

•

the level of demand for any products commercialized by our partners, which may vary significantly;

•

natural disasters, outbreaks of disease or public health crises, such as the COVID-19 pandemic;

•

the timing and nature of any future acquisitions or strategic partnerships;

•

future accounting pronouncements or changes in our accounting policies; and

•

changes in general market and economic conditions.

The cumulative effects of these factors could result in large fluctuations and unpredictability in our quarterly and annual operating results and revenues. This variability and unpredictability could result in our failing to meet the expectations of industry or financial analysts or investors for any period. If our revenue or operating results fall below the expectations of analysts or investors or below any forecasts we may provide to the market, or if the forecasts we provide to the market are below the expectations of analysts or investors, the price of our common stock could decline substantially. Such a stock price decline could occur even when we have met any previously publicly stated revenue or earnings guidance we may provide.

Our commercial success depends on the quality of our antibody discovery platform and technological capabilities and their acceptance by new and existing partners in our market.

We utilize our OmniAb technology platform to discover antibodies for further development and potential commercialization by our partners. As a result, the quality and sophistication of our platform is critical to our ability to conduct our research discovery activities and to deliver more promising antibodies and other drugs and to accelerate and lower the costs of discovery as compared to traditional methods for our partnerships. In particular, our business depends, among other things, on:

•

our platform’s ability to successfully identify antibodies with therapeutic potential on the desired timeframes;

•

our ability to execute on our strategy to enter into new partnerships with new or existing partners with economic terms that are acceptable to us;

•

our ability to increase awareness of the capabilities of our technology and solutions;

•

our partners’ and potential partners’ willingness to adopt new technologies;

•

whether our platform reliably provides advantages over legacy and other alternative technologies and is perceived by partners to be cost effective;

•

the rate of adoption of our technologies by pharmaceutical and biotechnology companies of all sizes and capabilities;

•

the prices we charge for our technology access and the research services we perform;

•

the relative reliability and robustness of our platform;

•

our ability to develop new solutions for partners;

•

whether competitors develop a platform that enables antibody discovery more effectively than our platform;

•

the status of the market for next-generation biologics, which may become less attractive due to business, competitive or regulatory factors;

•

the timing and scope of any approval that may be required by the U.S. Food and Drug Administration (FDA), European Medicines Agency (EMA), comparable foreign authorities or any other regulatory body to commercialize therapeutic candidates that are developed based on antibodies or other drugs discovered using our platform;

•

the impact of our investments in innovation and commercial growth; and

•

our ability to further validate our technology through research and accompanying publications.

There can be no assurance that we will successfully address any of these or other factors that may affect the market acceptance of our platform. Failure of antibodies discovered using our platform can occur at any stage of discovery, preclinical or clinical development, and any such failures may reduce our partners’ confidence in our platform. We also believe that pharmaceutical and biotechnology companies are likely to be particularly sensitive to defects and errors in the use of our platform, including if our platform fails to deliver meaningful acceleration of certain research timelines accompanied by results at least as good as the results generated using legacy or other alternative technologies. There can be no guarantee that our platform will meet the expectations of pharmaceutical and biotechnology companies. If we are unsuccessful in achieving and maintaining market acceptance of our platform, our business, financial condition, results of operations and prospects could be adversely affected.

Our future success is dependent on the eventual approval and commercialization of products developed by our partners for which we have no control over the clinical development plan, regulatory strategy or commercialization efforts.

Our business model is dependent on the eventual progression of therapeutic candidates discovered or initially developed utilizing our platform into clinical trials and commercialization. This requires us to attract partners and enter into agreements with them that contain obligations for the partners to pay us milestone payments as well as royalties on sales of approved products for the therapeutic candidates they develop that are generated utilizing our platform. Given the nature of our relationships with our partners, we do not control the progression, clinical development, regulatory strategy or eventual commercialization, if approved, of these therapeutic candidates. As a result, our future success and the potential to receive milestones and royalties are entirely dependent on our partners’ efforts over which we have no control. Additionally, unless publicly disclosed by our partners, we do not have access to information related to our partners’ clinical trial results, including serious adverse events, or ongoing communications with the FDA regarding our partners' current clinical programs, which limits our visibility into how such programs may be progressing. If our partners determine not to proceed with the future development of a drug candidate discovered or initially developed utilizing our platform, or if they implement clinical or regulatory strategies that ultimately do not result in the further development or approval of the therapeutic candidates, we will not receive the benefits of our partnerships, which may have a material and adverse effect on our operations.

In addition, biopharmaceutical development is inherently uncertain and very few therapeutic candidates ultimately progress through clinical development and receive approval for commercialization. If our partners do not receive regulatory approval for a sufficient number of therapeutic candidates originating from our partnerships, we may not be able to sustain our business model. Further, we have little control over how diversified our portfolio of potential milestone payments or royalties will end up being.

In addition, we do not control the timing of disclosure by our partners of any milestones or other information related to any therapeutic candidates generated using our platform. Any disclosure by us or our partners of data or other information regarding any such therapeutic candidates that is perceived as

negative may have a material adverse impact on our stock price or overall valuation. Our stock price may also decline as a result of negative clinical trial results, including adverse safety events involving any drug candidate that is subject to one of our partnerships.

We may need to raise additional capital to fund our existing operations and achieve our goals. If we are unable to raise additional capital when needed on acceptable terms or generate cash flows necessary to maintain or expand our operations, we may not be able to compete successfully, which would harm our business, results of operations, and financial condition.

Based on our current business plan, we believe our cash and cash equivalents following the Business Combination, together with our anticipated cash flows from operations, will be sufficient to meet our working capital and capital expenditure needs over at least the next 12 months following the date of this proxy statement/prospectus/information statement. If such cash and cash equivalents, together with our anticipated cash flow from operations, are insufficient to satisfy our liquidity requirements including because of increased expenditures or lower demand for our platform, or the realization of other risks described in this proxy statement/prospectus/information statement, we may be required to raise additional capital prior to such time through issuances of public or private equity or debt financings or other capital sources. Such additional financing may not be available on terms acceptable to us or at all.

In any event, we may consider raising additional capital in the future to expand our business, to pursue strategic investments or acquisitions, to take advantage of favorable market conditions or financing opportunities or for other reasons, even if we believe we have sufficient funds for our current or future operating plans.

Our future capital requirements will depend on many factors, including, but not limited to:

•

our ability to achieve revenue growth;

•

the costs of expanding our operations, including our business development and marketing efforts;

•

our rate of progress in selling access to our platform and marketing activities associated therewith;

•

our rate of progress in, and cost of research and development activities associated with, our platform technologies and our internal development programs to the extent we pursue any such programs;

•

the effect of competing technological and market developments;

•

the continued impact of the COVID-19 pandemic on global social, political and economic conditions;

•

our efforts to enhance operational systems and hire additional personnel to satisfy our obligations as a public company;

•

the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patents and other intellectual property and proprietary rights; and

•

the costs associated with any technologies that we may in-license or acquire.

The various ways we could raise additional capital carry potential risks. To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest may be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect your rights as a common stockholder. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. Such restrictions could adversely impact our ability to conduct our operations and execute our business plan.

If we are unable to obtain adequate financing, if we require it, when needed or on terms acceptable to us, our ability to continue to pursue our business objectives and to respond to business opportunities, challenges, or unforeseen circumstances could be significantly limited, and could have a material adverse effect on our business, financial condition, results of operations and prospects.

If we cannot maintain and expand current partnerships and enter into new partnerships, our future operating results would be adversely affected.

We primarily focus our efforts on the discovery of antibodies for our partners, who can select a target and define the antibody properties needed for therapeutic development or use our technology directly in their own labs. As a result, our success depends on our ability to maintain and expand the number and scope of our partnerships. Many factors may impact the success of these partnerships, including our ability to perform our obligations, our partners’ satisfaction with our solutions and technologies, our partners’ ability to successfully develop, secure regulatory approval for and commercialize therapeutic candidates using antibodies discovered using our platform, our partners’ internal priorities (including fluctuations in research and developments budgets), our partners’ resource allocation decisions and competitive opportunities, disagreements with partners, the costs required of either party to the partnerships and related financing needs, and operating, legal and other risks in any relevant jurisdiction. Our existing partners may cease to use our technologies depending on their own technological developments, availability of other competing technologies and internal decisions regarding allocation of time and resources to the discovery and development of therapeutic candidates, over which we have no control. Our existing and future partners may have limited bandwidth to initiate new programs, which could limit their adoption or scale of application of our technologies.

We engage in conversations with companies regarding potential partnerships on an ongoing basis. These conversations may not result in a commercial agreement. Even if an agreement is reached, the resulting relationship may not be successful, including due to our inability to discover any usable antibodies for the selected targets or the antibodies that we do discover may not be successfully developed or commercialized by our partners. In such circumstances, we would not generate any substantial revenues from such a partnership in the form of technology access fees, service fees, milestone payments, royalties or otherwise. Speculation in the industry about our existing or potential partnerships may be a catalyst for adverse speculation about us, or our platform, which can adversely affect our reputation and our business.

We cannot assure investors that we will be able to maintain or expand our existing partnerships or that our technologies will achieve adequate market adoption among new partners. Any failure to increase penetration in our existing markets or new markets would adversely affect our ability to improve our operating results.

In recent periods, we have depended on a limited number of partners for our revenue, the loss of any of which could have an adverse impact on our business.

In recent periods, a limited number of partners accounted for a significant portion of our revenue. For the six months ended June 30, 2022 and the year ended December 31, 2021, three of our partners accounted for 29%, 18% and 18% and 28%, 24% and 11%, respectively, of our revenue, and 27 and 28 partners accounted for the remaining 35% and 37%, respectively, of our revenue. While moving forward we expect to diversify the number of partners and programs, in the near term these partners represent a large portion of potential revenue. Our license agreements are typically terminable by our partners without penalty with specified notice, which would terminate their access to our technology platform, although we would retain downstream economics on any OmniAb-derived antibody. As a result, if we fail to maintain our relationships with these partners or if these partners discontinue their programs, our future results of operations could be materially and adversely affected.

Biopharmaceutical development is inherently uncertain, and it is possible that none of the therapeutic candidates discovered using our platform that are further developed by our partners will become viable commercial products, on a timely basis or at all.

We use our platform to offer antibody drug-discovery programs to partners who are engaged in drug discovery and development. These partners include pharmaceutical and biotechnology companies of all sizes. While we receive upfront payments generated through our receipt of service revenue and technology access fees, we expect that the vast majority of the economic value of the agreements we enter into with our partners is in the downstream payments that we may receive upon achievement of development milestones and royalties on sales of any approved products. As a result, our future growth is dependent on the ability of our partners to successfully develop and commercialize therapies based on antibodies discovered using our

platform. Due to our reliance on our partners, the risks relating to product development, regulatory clearance, authorization or approval and commercialization apply to us derivatively through the activities of our partners. While we believe our platform is capable of identifying high quality antibodies, there can be no assurance that our partners will successfully develop, secure marketing approvals for and commercialize any therapeutic candidates based on the antibodies discovered using our platform. As a result, we may not realize the intended benefits of our partnerships.

Neither we nor our partners are permitted to market any therapeutic candidate in the United States until we or they receive regulatory approval of a New Drug Application (NDA) or Biologics License Application (BLA) from the FDA or until we or they receive regulatory approval from foreign regulatory authorities. The time required to obtain approval by the FDA and comparable foreign authorities is unpredictable but typically takes many years following the commencement of clinical trials and depends upon numerous factors, including the substantial discretion of the regulatory authorities. In addition, approval policies, regulations, or the type and amount of clinical data necessary to gain approval may change during the course of a therapeutic candidate’s clinical development and may vary among jurisdictions.

For instance, the regulatory landscape related to clinical trials in the EU recently evolved. The EU Clinical Trials Regulation (CTR) which was adopted in April 2014 and repeals the EU Clinical Trials Directive, became applicable on January 31, 2022. While the Clinical Trials Directive required a separate clinical trial application (CTA) to be submitted in each member state, to both the competent national health authority and an independent ethics committee, the CTR introduces a centralized process and only requires the submission of a single application to all member states concerned. The CTR allows sponsors to make a single submission to both the competent authority and an ethics committee in each member state, leading to a single decision per member state. The assessment procedure of the CTA has been harmonized as well, including a joint assessment by all member states concerned, and a separate assessment by each member state with respect to specific requirements related to its own territory, including ethics rules. Each member state’s decision is communicated to the sponsor via the centralized EU portal. Once the CTA is approved, clinical study development may proceed. The CTR foresees a three-year transition period. The extent to which ongoing and new clinical trials will be governed by the CTR varies. For clinical trials whose CTA was made under the Clinical Trials Directive before January 31, 2022, the Clinical Trials Directive will continue to apply on a transitional basis for three years. Additionally, sponsors may still choose to submit a CTA under either the Clinical Trials Directive or the CTR until January 31, 2023 and, if authorized, those will be governed by the Clinical Trials Directive until January 31, 2025. By that date, all ongoing trials will become subject to the provisions of the CTR.

It is currently unclear to what extent the United Kingdom (UK) will seek to align its regulations with the EU. The UK regulatory framework in relation to clinical trials is derived from existing EU legislation (as implemented into UK law, through secondary legislation). On January 17, 2022, the UK Medicines and Healthcare products Regulatory Agency (MHRA) launched an eight-week consultation on reframing the UK legislation for clinical trials. The consultation closed on March 14, 2022 and aims to streamline clinical trials approvals, enable innovation, enhance clinical trials transparency, enable greater risk proportionality, and promote patient and public involvement in clinical trials. The outcome of the consultation will be closely watched and will determine whether the UK chooses to align with the regulation or diverge from it to maintain regulatory flexibility. A decision by the UK not to closely align its regulations with the new approach that will be adopted in the EU may have an effect on the cost of conducting clinical trials in the UK as opposed to other countries and/or make it harder to seek a marketing authorization in the EU for our product candidates on the basis of clinical trials conducted in the UK.

If we or our partners are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies governing clinical trials, development plans may be impacted.

Prior to obtaining approval to commercialize a therapeutic candidate in the United States or abroad, our partners must demonstrate with substantial evidence from well-controlled clinical trials, and to the satisfaction of the FDA, EMA or comparable foreign regulatory agencies, that such therapeutic candidates are safe and effective, or in the case of biologics in the U.S., safe, pure, and potent, for their intended uses. Results from nonclinical studies and clinical trials can be interpreted in different ways. Even if we or our partners believe the nonclinical or clinical data for any therapeutic candidates are promising, such data may not be sufficient to support approval by the FDA and other comparable regulatory authorities.

The FDA or comparable foreign regulatory bodies can delay, limit or deny approval of therapeutic candidates or could require our partners to conduct additional nonclinical or clinical testing or abandon a program for a number of reasons. Due to the uncertain, time-consuming and costly clinical development and regulatory approval process, our partners may not successfully develop any therapeutic candidates with the antibodies discovered using our platform, or our partners may choose to discontinue the development of these therapeutic candidates for a variety of reasons, including due to safety, risk versus benefit profile, exclusivity, competitive landscape, commercialization potential, production limitations or prioritization of their resources. It is possible that substantially all of these therapeutic candidates will never receive regulatory approval and, even if approved, such therapeutic candidates may never be successfully commercialized.

In addition, even if these therapeutic candidates receive regulatory approval in the United States, our partners may never obtain approval or commercialize such therapeutic candidates outside of the United States, which would limit their full market potential and therefore our ability to realize their potential downstream value. Furthermore, approved therapeutic candidates may not achieve broad market acceptance among physicians, patients, the medical community and third-party payors, in which case revenue generated from their sales would be limited. Likewise, our partners have to make decisions about which clinical stage and preclinical therapeutic candidates to develop and advance, and our partners may not have the resources to invest in all of the therapeutic candidates that contain antibodies discovered using our platform, or clinical data and other development considerations may not support the advancement of one or more therapeutic candidates. Decision-making about which therapeutic candidates to prioritize involves inherent uncertainty, and our partners’ development program decision-making and resource prioritization decisions, which are outside of our control, may adversely affect the potential value of those partnerships. Additionally, subject to its contractual obligations to us, if one more of our partners is involved in a business combination, the partner might deemphasize or terminate the development or commercialization of any drug candidate that utilizes an OmniAb-derived antibody. If one of our strategic partners terminates its agreement with us, we may find it more difficult to attract new partners.

We are also subject to industry-wide FDA and other regulatory risk. The number of BLAs and NDAs approved by the FDA varies significantly over time and if there were to be an extended reduction in the number of BLAs or NDAs approved by the FDA, the industry would contract and our business would be materially harmed.

Our partners’ failure to effectively advance, market and sell suitable therapeutic candidates with the antibodies that discovered using our platform could have a material adverse effect on our business, financial condition, results of operations and prospects, and cause the market price of our common stock to decline. In addition to the inherent uncertainty in drug development addresses above, our ability to forecast our future revenues may be limited.

The failure of our partners to meet their contractual obligations to us could adversely affect our business.

Our reliance on our partners poses a number of additional risks, including the risk that they may not perform their contractual obligations to us, in compliance with applicable legal or contractual requirements, in a timely manner or at all; they may not maintain the confidentiality of our proprietary information; and disagreements or disputes could arise that could cause delays in, or termination of, the research, development or commercialization of products using our antibodies or result in litigation or arbitration.

In addition, certain of our partners are large, multinational organizations that run many programs concurrently, and we are dependent on their ability to accurately track and make milestone payments to us pursuant to the terms of our agreements with them. Any failure by them to inform us when milestones are reached and make related payments to us could adversely affect our results of operations.

Moreover, some of our partners are located in markets subject to political and social risk, corruption, infrastructure problems and natural disasters, and are often subject to country-specific privacy and data security risk, as well as burdensome legal and regulatory requirements. Any of these factors could adversely impact their financial condition and results of operations, which could impair their ability to meet their contractual obligations to us, which may have a material adverse effect on our business, financial condition and results of operations.

Our partners have significant discretion in determining when and whether to make announcements, if any, about the status of our partnerships, including about clinical developments and timelines for advancing collaborative programs, and the price of our common stock may decline as a result of announcements of unexpected results or developments.

Our partners have significant discretion in determining when and whether to make announcements about the status of our partnerships, including about preclinical and clinical developments and timelines for advancing antibodies discovered using our platform. We do not plan to disclose the development status and progress of individual therapeutic candidates of our partners, unless and until those partners do so first. Our partners may wish to report such information more or less frequently than we desire to or may not wish to report such information at all, in which case we would not report that information either. In addition, if partners choose to announce a collaboration with us, there is no guarantee that we will recognize research discovery fees in that quarter or even the following quarter, as such fees are not payable to us until our partner begins discovery activities. The price of our common stock may decline as a result of the public announcement of unexpected results or developments in our partnerships, or as a result of our partners withholding such information.

Our partners may not achieve projected discovery and development milestones and other anticipated key events in the expected timelines or at all, which could have an adverse impact on our business and could cause the price of our common stock to decline.

From time to time, we may make public statements regarding the expected timing of certain milestones and key events, as well as regarding developments and milestones under our partnerships, to the extent that our partners have publicly disclosed such information or permit us to make such disclosures. Our partners may from time to time make statements about their goals and expectations for partnerships with us. The actual timing of these events can vary dramatically due to a number of factors such as delays or failures in our or our current and future partners’ discovery and development programs, the amount of time, effort, and resources committed by us and our current and future partners, and the numerous uncertainties inherent in the development of therapeutics. As a result, there can be no assurance that our partners’ current and future programs will advance or be completed in the time frames we or they expect. If our partners fail to achieve one or more of these milestones or other key events as planned, our business could be materially and adversely affected and the price of our common stock could decline.

We may be unable to manage our current and future growth effectively, which could make it difficult to execute our business strategy.

As we continue to execute on our business strategy, we anticipate further growth in our business operations. This growth requires managing complexities across all aspects of our business, including complexities associated with increased research and development and business development and marketing operations. As we seek to increase the number of our partnered programs, expand the scope of our existing partnerships and further develop our technological capabilities, we may need to incorporate new equipment, implement new technology systems and laboratory processes and hire new personnel with specialized qualifications. Failure to manage this growth or transition could result in turnaround time delays, higher technology development costs, declining technology development quality, deteriorating program management success, and slower responses to competitive challenges. A failure in any one of these areas could make it difficult for us to meet market expectations for our platform, and could damage our reputation and the prospects for our business.

To manage our anticipated growth, we must continue to implement and improve our managerial, operational and financial systems, expand our facilities and continue to recruit and train additional qualified personnel. Also, our management team may need to divert a disproportionate amount of its attention away from its day-to-day activities and devote a substantial amount of time to managing our growth. If our management is unable to effectively manage our expected growth, our expenses may increase more than expected, our ability to generate or increase our revenue could be reduced and we may not be able to implement our business strategy. Our future financial performance, and our ability to develop and commercialize our platform and compete effectively, will depend, in part, on our ability to effectively manage increased program demand and the growth in our operations.

Our platform utilizes various species of animals that could contract disease or die and could otherwise subject us to controversy and adverse publicity, which may interrupt our business operations or harm our reputation.

Our platform utilizes animals to discover and produce antibodies. We cannot completely eliminate the risks of animals contracting disease, which from time to time has occurred, or a natural or man-made disaster that could cause death to valuable production animals, in our vivarium facilities, which house our chickens, or those of the contract research organizations (CROs) that maintain our mouse and rat colonies. We cannot make any assurance that we or our CROs will be able to contain or reverse any such instance of disease. Although we maintain backup colonies of our animals, disease or death on a broad scale could materially interrupt business operations as animals are a key part of our antibody discovery programs, which could have a material adverse effect on our results of operations and financial condition.

Further, genetic engineering and testing of animals has been the subject of controversy and adverse publicity. Animal rights groups and other organizations and individuals in the United States, the European Union (EU) and other jurisdictions have attempted to stop animal testing activities by pressing for legislation and regulation in these areas and by disrupting these activities through protests and other means. To the extent the activities of these groups are successful, our research and development activities and the ability for us and our partners to use our technology platform could be interrupted or delayed, our costs could increase and our reputation could be harmed.

We have invested, and expect to continue to invest, in research and development efforts that further enhance our antibody discovery platform. Such investments in technology are inherently risky and may affect our operating results. If the return on these investments is lower or develops more slowly than we expect, our revenue and operating results may suffer.

We have historically dedicated a substantial portion of our resources on the development of our platform and the technology that it incorporates. These investments may involve significant time, risks, and uncertainties, including the risk that the expenses associated with these investments may affect operating results and that such investments may not generate sufficient technological advantage relative to alternatives in the market which would, in turn, impact revenues to offset liabilities assumed and expenses associated with these new investments. The industry in which we operate changes rapidly as a result of technological and drug developments, which may render our solutions less desirable. We believe that we must continue to invest a significant amount of time and resources in our platform and technology to maintain and improve our competitive position. If we do not achieve the benefits anticipated from these investments, if the achievement of these benefits is delayed, or if our technology platform is not able to accelerate the process of antibody drug discovery as quickly as we anticipate, our revenue and operating results may be adversely affected.

Our business is subject to risks arising from COVID-19 and other epidemic diseases.

The COVID-19 worldwide pandemic has presented substantial public health and economic challenges and is affecting our employees, partners, communities and business operations, as well as the U.S. and global economies and financial markets. International and U.S. governmental authorities in impacted regions have taken and continue to take actions in an effort to slow the spread of COVID-19, including issuing varying forms of “stay-at-home” orders, and restricting business functions outside of one’s home. We have generally restricted in-person access to our executive offices, our administrative employees are working remotely on an intermittent basis, and we have limited the number of staff in our research and development laboratories and other facilities. To date, we have not experienced material disruptions in our business operations. While it is not possible at this time to estimate the impact that COVID-19 could have on our business in the future, the continued spread of COVID-19 or variants thereof and the measures taken by the governmental authorities, and any future epidemic disease outbreaks, could: disrupt the supply chain and the manufacture or shipment of products and supplies for use by us in our discovery activities and by our partners for their discovery and development activities; delay, limit or prevent us or our partners from continuing research and development activities; impede our negotiations with partners and potential partners; impede testing, monitoring, data collection and analysis and other related activities by us and our partners; interrupt or delay the operations of the FDA, EMA, comparable foreign authorities or other regulatory bodies, which may impact review and approval timelines for initiation of clinical trials or marketing; impede the launch or

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commercialization of any approved products; any of which could delay our partnership programs, increase our operating costs, and have a material adverse effect on our business, financial condition and results of operations.

In addition, if COVID-19 infects our genetically modified animals, which form the basis of our platform, or if there is an outbreak among our employees or our subcontractor’s employees who maintain and care for these animals, we and our partners may be unable to produce antibodies for development. The COVID-19 pandemic and mitigation measures have had and may continue to have, and any future epidemic disease outbreak may have, an adverse impact on global economic conditions which could have an adverse effect on our business and financial condition, including impairing our ability to raise capital when needed. The extent to which the COVID-19 pandemic impacts our results of operations will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning the virus and new variants and the actions to contain its impact.

The life sciences and biotech platform technology market is highly competitive, and if we cannot compete successfully with our competitors, we may be unable to increase or sustain our revenue, or sustain profitability.

We face significant competition in the market for technologies that enable the discovery and development of therapeutic antibodies. Our technologies address antibody therapeutic discovery challenges that are addressed by other platform technologies controlled by companies that have a variety of business models, including the development of internal pipelines of therapeutics, technology licensing, and the sale of instruments and devices. Examples of technical competition at different steps of our technology platform include:

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in discovery using genetically engineered rodents, we face technical competition from companies that provide access to similar technologies, such as AbCellera Biologics Inc., Ablexis LLC, Alloy Therapeutics, Inc. Crescendo Biologics Ltd., Harbour Antibodies BV, Merus N.V., Regeneron Pharmaceuticals, Inc. and RenBio Inc.;

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in the field of single-cell screening, we face technical competition from companies that provide access to similar technologies, such as AbCellera Biologics Inc., Berkeley Lights Inc., HiFiBio Inc., and Sphere Fluidics Ltd.; and

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in ion channel drug discovery, we face technical competition from companies that provide similar technologies, or biological expertise, such as Charles River Labs Inc., Evotec SE, Metrion Biosciences Ltd., and WuXi AppTec.

We also face direct business competition from companies that provide antibody discovery services using technologies, such as hybridoma and display. Companies with discovery business models that include downstream payments include AbCellera Biologics Inc. and Adimab LLC. In addition, we compete with a variety of fee-for-service contract research organizations that provide services, in most cases using legacy technologies, that compete with one or more steps in our technology platform. In addition, our partners may also elect to develop their workflows on legacy systems rather than rely on our platform.

Our competitors and potential competitors may enjoy a number of competitive advantages over us. For example these may include longer operating histories, larger customer bases, greater brand recognition and market penetration, greater financial resources, greater technological and research and development resources, better system reliability and robustness, greater selling and marketing capabilities, and integrated manufacturing capabilities.

As a result, our competitors and potential competitors may be able to respond more quickly to changes in customer requirements, devote greater resources to the development, promotion and sale of their platforms or instruments than we can or sell their platforms or instruments, or offer solutions competitive with our platform and solutions at prices designed to win significant levels of market share. In addition, we may encounter challenges in marketing our solutions with our pricing model, which is structured to capture the potential downstream revenues associated with therapeutic candidates that were discovered using our platform. Our partners and potential partners may prefer one or more pricing models employed by our competitors that involve upfront payments rather than downstream revenues. We may not be able to compete effectively against these organizations.

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In addition, competitors may be acquired by, receive investments from or enter into other commercial relationships with larger, well-established and well-financed companies. Certain of our competitors may be able to secure key inputs from vendors on more favorable terms, devote greater resources to marketing and promotional campaigns, adopt more aggressive pricing policies and devote substantially more resources to technology and platform development than we can. If we are unable to compete successfully against current and future competitors, we may be unable to increase market adoption and sales of our platform, which could prevent us from increasing our revenue or sustaining profitability.

Our management uses certain key business metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions and such metrics may not accurately reflect all of the aspects of our business needed to make such evaluations and decisions, in particular as our business continues to grow.

In addition to our financial results, our management regularly reviews a number of operating and financial metrics, including the number of active partners, the number of active programs, the number and progress of active clinical programs, and the number and commercial progress of approved products, to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions. We believe that these metrics are representative of our current business; however, these metrics may not accurately reflect all aspects of our business, and we anticipate that these metrics may change or may be substituted for additional or different metrics as our business grows and as we introduce new solutions. In addition, we are highly dependent on information provided by our partners as to the status of their development programs. To the extent such information is later shown to be inaccurate, our metrics and forecasts could be materially and adversely affected. If our management fails to review other relevant information or change or substitute the key business metrics they review as our business grows, or if our metrics prove inaccurate or unrepresentative based on information provided by our partners or otherwise, their ability to accurately formulate financial projections and make strategic decisions may be compromised and our business, financial results and future growth prospects may be adversely impacted.

We rely on third parties to host our mouse and rat colonies and expect to continue to do so for the foreseeable future, and these third parties may not perform satisfactorily which could delay, prevent or impair our partnership programs and research and development efforts.

We do not own or operate vivarium facilities for our mouse and rat colonies and have no plans to expand our vivarium facilities beyond those that house our chickens. We rely, and expect to continue to rely, on third-party CROs to host our mice and rats and to conduct certain research services for us and our partners, such as animal breeding, genotyping and animal distribution. We have limited control over the performance by these third parties, including with respect to maintaining adequate quality control, quality assurance and qualified personnel, and to performing their services in compliance with applicable scientific and regulatory requirements. If these third parties are unable to continue maintaining our mice and rats in accordance with our specifications or on commercially reasonable terms, or otherwise perform in a substandard manner, the discovery activities for our partners may be delayed. If any of our relationships with these third parties terminate, we may not be able to enter into arrangements with alternative third parties on commercially reasonable terms or at all. Switching or adding additional vivarium facilities involves additional cost and requires our management’s time and focus. In addition, there is a natural transition period when a new facility commences work. As a result, delays may occur, which can materially impact our ability to meet our partners’ discovery timelines. Though we carefully manage our relationships with these third parties, there can be no assurance that we will not encounter challenges or delays in the future or that these delays or challenges will not have a material adverse impact on our business, results of operations, financial condition and prospects.

We rely on a limited number of suppliers for laboratory equipment and materials and may not be able to find replacements or immediately transition to alternative suppliers.

We rely on a limited number of suppliers, or in some cases single suppliers, to provide certain consumables and equipment that we use in our laboratory operations, as well as reagents and other laboratory materials involved in the development of our technology. Fluctuations in the availability and price of laboratory materials and equipment could have an adverse effect on our ability to meet our technology

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development goals with our partners and thus our results from operations as well as future partnership opportunities. An interruption in our laboratory operations or technology transfer could occur if we encounter delays, quality issues or other difficulties in securing these consumables, equipment, reagents or other materials, and if we cannot then obtain an acceptable substitute. In addition, while we believe suitable additional or alternative suppliers are available to accommodate our operations, if needed, any transition to new or additional suppliers may cause delays in our processing of samples or development and commercialization of our technology. Any such interruption could significantly affect our business, financial condition, results of operations and reputation.

The sizes of the markets and forecasts of market growth for the demand of our OmniAb technology platform and other of our key performance indicators are based on a number of complex assumptions and estimates, and may be inaccurate.

We estimate annual total addressable markets and forecasts of market growth for our platform and technologies and for antibody-based therapeutics generally. We have also developed a standard set of key performance indicators in order to enable us to assess the performance of our business in and across multiple markets, and to forecast future revenue. These estimates, forecasts and key performance indicators are based on a number of complex assumptions, internal and third party estimates and other business data, including assumptions and estimates relating to our ability to generate revenue from the development of new workflows. While we believe our assumptions and the data underlying our estimates and key performance indicators are reasonable, there are inherent challenges in measuring or forecasting such information. As a result, these assumptions and estimates may not be correct and the conditions supporting our assumptions or estimates may change at any time, thereby reducing the predictive accuracy of these underlying factors and indicators. As a result, our estimates of the annual total addressable market and our forecasts of market growth and future revenue from technology access fees, service fees, milestone payments or royalties may prove to be incorrect, and our key business metrics may not reflect our actual performance. For example, if the annual total addressable market or the potential market growth for our platform is smaller than we have estimated or if the key business metrics we utilize to forecast revenue are inaccurate, it may impair our sales growth and have an adverse impact on our business, financial condition, results of operations and prospects.

Third-party payor coverage and reimbursement status of newly approved therapeutics is uncertain. Failure to obtain or maintain adequate coverage and reimbursement for current or future products and services could limit our partners’ ability to fully commercialize therapeutic candidates generated using our platform, which would decrease our ability to generate revenue.

The availability and extent of reimbursement by governmental and private payors is essential for most patients to be able to afford any therapeutics generated using our platform that our partners may develop and sell. In addition, because the therapeutics we generate may represent new classes of treatments for diseases, we and our partners cannot accurately estimate how such therapeutics would be priced, whether reimbursement could be obtained or any potential revenue generated. Sales of such therapeutics will depend substantially, both domestically and internationally, on the extent to which the costs of such therapeutics are paid by health maintenance, managed care, pharmacy benefit and similar healthcare management organizations, or reimbursed by government health administration authorities, private health coverage insurers and other third-party payors. If reimbursement is not available, or is available only to limited levels, our partners may not be able to successfully commercialize some therapeutics generated with our technology. Even if coverage is provided, the approved reimbursement amount may not be high enough to allow our partners to establish or maintain pricing sufficient to realize a sufficient return on their investment in such therapeutics, and may lead to discontinuation or deprioritization of marketing and sales efforts for such products. Changes in the reimbursement landscape may occur, which are outside of our control, and may impact the commercial viability of our technology development services and/or therapeutics generated using our technology.

There is significant uncertainty related to the insurance coverage and reimbursement of newly cleared, authorized or approved therapeutics in the United States, the EU and other jurisdictions. Due to the trend toward value-based pricing and coverage, the increasing influence of health maintenance organizations and additional legislative changes, we expect our partners to experience pricing pressures on therapeutics generated using our platform that our partners may commercialize. The downward pressure on healthcare

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costs in general, particularly novel therapeutics, has become very intense. As a result, increasingly high barriers are being erected to the entry of new products, which would negatively impact our ability to generate revenues.

Healthcare reform efforts aimed at lowering the price of biopharmaceutical products may impact our ability to maintain sufficient profits.

Payors, whether domestic or foreign, or governmental or private, are developing increasingly sophisticated methods of controlling healthcare costs and those methods are not always specifically adapted for new technologies. In both the United States and certain foreign jurisdictions, there have been a number of legislative and regulatory changes to the health care system that could impact our ability to sell our products profitably.

In particular, in the United States, in 2010, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (ACA), was enacted, which, among other things, subjected biologic products to potential competition by lower-cost biosimilars; addressed a new methodology by which rebates owed by manufacturers under the Medicaid Drug Rebate Program are calculated for drugs that are inhaled, infused, instilled, implanted or injected; increased the minimum Medicaid rebates owed by most manufacturers under the Medicaid Drug Rebate Program; extended the Medicaid rebate obligation to utilization of prescriptions of individuals enrolled in Medicaid managed care organizations; subjected manufacturers to new annual fees and taxes for certain branded prescription drugs; and provided incentives to programs that increase the federal government’s comparative effectiveness research.

Since its enactment, there have been numerous judicial, administrative, executive, and legislative challenges to certain aspects of the ACA. On June 17, 2021, the U.S. Supreme Court dismissed the most recent judicial challenge to the ACA brought by several states without specifically ruling on the constitutionality of the ACA. Prior to the Supreme Court’s decision, President Biden issued an Executive Order to initiate a special enrollment period from February 15, 2021 through August 15, 2021 for purposes of obtaining health insurance coverage through the ACA marketplace. The Executive Order also instructed certain governmental agencies to review and reconsider their existing policies and rules that limit access to healthcare, including among others, reexamining Medicaid demonstration projects and waiver programs that include work requirements, and policies that create unnecessary barriers to obtaining access to health insurance coverage through Medicaid or the ACA. It is unclear how other healthcare reform measures of the Biden administrations, if any, will impact our business.

In addition, other legislative changes have been proposed and adopted in the United States since the ACA was enacted. For example, on March 11, 2021, President Biden signed the American Rescue Plan Act of 2021 into law, which eliminates the statutory Medicaid drug rebate cap, currently set at 100% of a drug’s average manufacturer price, beginning January 1, 2024. Further, in August 2011, the Budget Control Act of 2011, among other things, included aggregate reductions of Medicare payments to providers of 2% per fiscal year. These reductions went into effect on April 1, 2013 and, due to subsequent legislative amendments to the statute, will remain in effect through 2030, with the exception of a temporary suspension that lasted from May 1, 2020 through March 31, 2022 due to the COVID-19 pandemic. Following the suspension, a 1% payment reduction began April 1, 2022, lasting through June 30, 2022. The 2% payment reduction resumed on July 1, 2022.

On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 (IRA) into law. This statute marks the most significant action by Congress with respect to the pharmaceutical industry since adoption of the ACA in 2010. Among other things, the IRA requires manufacturers of certain drugs to engage in price negotiations with Medicare (beginning in 2026), imposes rebates under Medicare Part B and Medicare Part D to penalize price increases that outpace inflation (first due in 2023), and replaces the Part D coverage gap discount program with a new discounting program (beginning in 2025). The IRA permits the Secretary of the Department of Health and Human Services (HHS) to implement many of these provisions through guidance, as opposed to regulation, for the initial years. For that and other reasons, it is currently unclear how the IRA will be effectuated, and while the impact of the IRA on the pharmaceutical industry cannot yet be fully determined, it is likely to be significant.

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Further, heightened governmental scrutiny is likely to continue over the manner in which product manufacturers set prices for their marketed products, which has already resulted in several Congressional inquiries and proposed and enacted federal and state legislation designed to, among other things, bring more transparency to product pricing, review the relationship between pricing and manufacturer patient programs, and reform government program reimbursement methodologies for products. At the state level, legislatures have increasingly passed legislation and implemented regulations designed to control pharmaceutical product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing.

We expect that additional U.S. federal or foreign healthcare reform measures will be adopted in the future, any of which could limit the amounts that the U.S. federal government or foreign governments will pay for healthcare products and services, which could result in reduced demand for our products and therapeutic candidates, if approved, or additional pricing pressures. If efforts to contain the price of biopharmaceutical products are successful, the magnitude of milestone payments and royalties we would expect to receive in connection with our partners’ future prioritization and investment in developing novel biologics may be impacted. For instance, in December 2021, Regulation No 2021/2282 on Health Technology Assessment (HTA) amending Directive 2011/24/EU, was adopted in the European Union (EU). This regulation which entered into force in January 2022 intends to boost cooperation among EU member states in assessing health technologies, including new medicinal products, and providing the basis for cooperation at the EU level for joint clinical assessments in these areas. The regulation foresees a three-year transitional period and will permit EU member states to use common HTA tools, methodologies, and procedures across the EU, working together in four main areas, including joint clinical assessment of the innovative health technologies with the most potential impact for patients, joint scientific consultations whereby developers can seek advice from HTA authorities, identification of emerging health technologies to identify promising technologies early, and continuing voluntary cooperation in other areas. Individual EU member states will continue to be responsible for assessing non-clinical (e.g., economic, social, ethical) aspects of health technologies, and making decisions on pricing and reimbursement.

We must adapt to rapid and significant technological change and respond to introductions of new products and technologies by competitors to remain competitive.

We provide our antibody discovery solutions and capabilities in industries that are characterized by significant enhancements and evolving industry standards. As a result, our partners’ needs are rapidly evolving. If we do not appropriately innovate and invest in new technologies, our platform may become less desirable in the markets we serve, and our partners could move to new technologies offered by our competitors, or engage in antibody discovery themselves. Without the timely introduction of new solutions and technological enhancements, our offerings will likely become less competitive over time, in which case our competitive position and operating results could suffer. Accordingly, we focus significant efforts and resources on the development and identification of new technologies and markets to further broaden and deepen our capabilities and expertise in antibody drug discovery and development. To the extent we fail to timely introduce new and innovative technologies or solutions, adequately predict our partners’ needs or fail to obtain desired levels of market acceptance, our business may suffer and our operating results could be adversely affected.

We depend on our information technology systems, and any failure of these systems could harm our business.

We depend on information technology and telecommunications systems for significant elements of our operations, including our laboratory information management system, our computational biology system, our knowledge management system, our customer reporting, our platform, our advanced automation systems, and advanced application software. We have installed, and expect to expand, a number of enterprise software systems that affect a broad range of business processes and functional areas, including for example, systems handling human resources, financial controls and reporting, contract management, regulatory compliance and other infrastructure operations. These implementations were expensive and required a significant effort in terms of both time and effort. In addition to the aforementioned business systems, we intend to extend the capabilities of both our preventative and detective security controls by augmenting the monitoring and alerting functions, the network design and the automatic countermeasure operations of our technical systems. These information technology and telecommunications systems support a variety of functions,

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including laboratory operations, data analysis, quality control, customer service and support, billing, research and development activities, scientific and general administrative activities. A significant risk in implementing these systems, for example, is the integration of separate information technology and telecommunications systems.

Information technology and telecommunications systems are vulnerable to damage from a variety of sources, including telecommunications or network failures, malicious software, bugs or viruses, human acts and natural disasters. Moreover, despite network security and back-up measures, some of our servers are potentially vulnerable to physical or electronic break-ins, computer viruses and similar disruptive problems. Any disruption or loss of information technology or telecommunications systems on which critical aspects of our operations depend could have an adverse effect on our business and our reputation, and we may be unable to regain or repair our reputation in the future.

Our business development and marketing organizations are currently limited, and if we are unable to expand our personnel to reach our existing and potential partners, our business may be adversely affected.

Our business development and marketing functions are currently limited, with only two dedicated business development and two marketing employees, as of August 15, 2022. We have supported these functions with research and development staff attending a variety of scientific conferences which has helped increase the business development pipeline. We will need to expand our commercial organization in order to effectively market our solutions to existing and new partners. Competition for employees capable of negotiating and entering into partnerships with pharmaceutical and biotechnology companies is intense. We may not be able to attract and retain personnel or be able to build an efficient and effective sales organization, which could negatively impact sales and market acceptance of our platform and limit our revenue growth and potential profitability. In addition, the time and cost of establishing a specialized sales, marketing and service force for a particular service may be difficult to justify in light of the revenue generated or projected.

Our expected future growth will impose significant added responsibilities on members of management, including the need to identify, recruit, maintain and integrate additional employees. Our future financial performance and our ability to successfully sell our programs and to compete effectively will depend, in part, on our ability to manage this potential future growth effectively, without compromising quality.

Our success is dependent on our ability to attract and retain highly qualified management and other scientific and engineering personnel.

Our success depends in part on our continued ability to attract, retain, manage, and motivate highly qualified management, scientific and engineering personnel, and we face significant competition for experienced personnel. We are highly dependent upon our senior management, as well as our senior scientists and engineers and other members of our management team. The individual and collective efforts of these employees will be important as we continue to develop and market our platform and technology. The loss or incapacity of existing members of our senior management team could adversely affect our operations if we experience difficulties in hiring qualified successors. Although we intend to execute employment agreements or offer letters with each member of our senior management team, these agreements will be terminable at will with or without notice and, therefore, we may not be able to retain their services as expected. We do not currently maintain “key person” life insurance on the lives of our executives or any of our employees. This lack of insurance means that we may not have adequate compensation for the loss of the services of these individuals.

We may not be able to attract or retain qualified scientists and engineers in the future due to the competition for qualified personnel among life science businesses. We also face competition from universities and public and private research institutions in recruiting and retaining highly qualified scientific and engineering personnel. We may have difficulties locating, recruiting or retaining qualified salespeople. Recruiting and retention difficulties can limit our ability to support our research and development and sales programs. A key risk in this area, for example, is that certain of our employees are at-will, which means that either we or the employee may terminate their employment at any time.

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We have made technology acquisitions and expect to acquire businesses or assets or make investments in other companies or technologies that could negatively affect our operating results, dilute our stockholders’ ownership, increase our debt or cause us to incur significant expense.

Our business includes numerous acquisitions completed by Ligand, including the acquisition of Crystal Bioscience in October 2017, Ab Initio in July 2019, the Icagen ion channel platform through the acquisition of the core assets of Icagen in April 2020, xCella Biosciences in September 2020, and Taurus Biosciences in September 2020. We expect to pursue additional acquisitions of businesses and assets in the future. We may not be able to find suitable partners or acquisition or asset purchase candidates in the future, and we may not be able to complete such transactions on favorable terms, if at all. The competition for strategic partners or acquisition candidates may be intense, and the negotiation process will be time-consuming and complex. If we make any additional acquisitions, we may not be able to integrate these acquisitions successfully into our existing business, these acquisitions may not strengthen our competitive position, the transactions may be viewed negatively by partners or investors, we may be unable to retain key employees of any acquired business, relationships with key suppliers, manufacturers or partners of any acquired business may be impaired due to changes in management and ownership, and we could assume unknown or contingent liabilities. In addition, we will likely experience significant charges to earnings in connection with our efforts, if any, to consummate acquisitions. For transactions that are ultimately not consummated, these charges may include fees and expenses for investment bankers, attorneys, accountants and other advisors in connection with our efforts. Even if our efforts are successful, we may incur, as part of a transaction, substantial charges for closure costs associated with elimination of duplicate operations and facilities and acquired in process research and development charges. In either case, the incurrence of these charges could adversely affect our results of operations for particular quarterly or annual periods. Any future acquisitions also could result in the incurrence of debt, contingent liabilities or future write-offs of intangible assets or goodwill, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects. We cannot guarantee that we will be able to fully recover the costs of any acquisition.

Integration of an acquired company also may disrupt ongoing operations and require management resources that we would otherwise focus on developing our existing business. We may not realize the anticipated benefits of any acquisition, technology license, strategic alliance or joint venture. We also may experience losses related to investments in other companies, which could have a material adverse effect on our business, financial condition, results of operations and prospects. Acquisitions may also expose us to a variety of international and business related risks, including intellectual property, regulatory laws, local laws, tax and accounting.

To finance any acquisitions or asset purchase, we may choose to issue securities as consideration, which would dilute the ownership of our stockholders. Additional funds may not be available on terms that are favorable to us, or at all. If the price of our common stock is low or volatile, we may not be able to acquire companies or assets using our securities as consideration.

If our operating facilities becomes damaged or inoperable or if we move or are otherwise required to vacate our facilities, our ability to conduct and pursue our research and development efforts may be jeopardized.

Our scientific and engineering research and development and testing is conducted at our facilities located in Emeryville, California, Durham, North Carolina, and Tucson, Arizona. Our facilities and equipment could be harmed or rendered inoperable or inaccessible by natural or man-made disasters or other circumstances beyond our control, including fire, earthquake, power loss, communications failure, war or terrorism, or another catastrophic event, such as a pandemic or similar outbreak or public health crisis, which may render it difficult or impossible for us to support our partners and develop updates, upgrades and other improvements to our platform, advanced automation systems, and advanced application and workflow software for some period of time. The inability to address system issues could develop if our facilities are inoperable or suffer a loss of utilization for even a short period of time, may result in the loss of partners or harm to our reputation, and we may be unable to regain those partners or repair our reputation in the future. Furthermore, our facilities and the equipment we use to perform our research and development work could be unavailable or costly and time-consuming to repair or replace. It would be difficult, time-consuming and expensive to rebuild our facilities, to locate and qualify a new facility or license or transfer our proprietary technology to a third party. Even in the event we are able to find a third party to assist in research and development efforts, we may be unable to negotiate commercially reasonable terms to engage with the third party.

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We carry insurance for damage to our property and the disruption of our business, but this insurance may not cover all of the risks associated with damage or disruption to our business, may not provide coverage in amounts sufficient to cover our potential losses and may not continue to be available to us on acceptable terms, if at all.

In addition, we plan to plan to move and expand the vivarium facilities housing our chickens in 2022. Such a move could disrupt our operations as we ramp up the new facility, result in animal injury or death, or otherwise impair the research services conducted using such animals. Adverse consequences resulting from our planned move could harm our relationships with our partners and our reputation, and could affect our ability to generate revenue.

Our insurance policies are expensive and protect us only from some business risks, which leaves us exposed to significant uninsured liabilities.

We do not carry insurance for all categories of risk that our business may encounter and our policies have limits and significant deductibles. Some of the policies we currently maintain include general liability, property, umbrella and directors’ and officers’ insurance.

Any additional insurance coverage we acquire in the future, may not be sufficient to reimburse us for any expenses or losses we may suffer. Moreover, insurance coverage is becoming increasingly expensive and in the future we may not be able to maintain insurance coverage at a reasonable cost or in sufficient amounts to protect us against losses. A successful liability claim or series of claims in which judgments exceed our insurance coverage could adversely affect our business, financial condition, results of operations and prospects, including preventing or limiting the use of our platform to discover antibodies.

We also expect that operating as a public company will make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified people to serve on our board of directors, our board committees or as executive officers. We do not know, however, if we will be able to maintain existing insurance with adequate levels of coverage. Any significant uninsured liability may require us to pay substantial amounts, which would adversely affect our business, financial condition, results of operations and prospects.

Security breaches, loss of data and other disruptions could compromise sensitive information related to our business or prevent us from accessing critical information and expose us to liability, which could adversely affect our business and our reputation.

In the ordinary course of our business, we generate and store sensitive data, including research data, intellectual property and proprietary business information owned or controlled by ourselves or our employees, partners and other parties. We manage and maintain our applications and data utilizing a combination of on-site systems and cloud-based data centers. We utilize external security and infrastructure vendors to manage parts of our data centers. These applications and data encompass a wide variety of business-critical information, including research and development information, commercial information and business and financial information. We face a number of risks relative to protecting this critical information, including loss of access risk, inappropriate use or disclosure, accidental exposure, unauthorized access, inappropriate modification and the risk of our being unable to adequately monitor and audit and modify our controls over our critical information. This risk extends to the third party vendors and subcontractors we use to manage this sensitive data or otherwise process it on our behalf. Further, to the extent our employees are working at home during the COVID-19 pandemic, additional risks may arise as a result of depending on the networking and security put into place by the employees. Furthermore, because the techniques used to obtain unauthorized access to, or to sabotage, systems change frequently and often are not recognized until launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. We may experience security breaches that may remain undetected for an extended period. Our third-party service providers and partners are also subject to these heightened risks. The secure processing, storage, maintenance and transmission of this critical information are vital to our operations and business strategy, and we devote significant resources to protecting such information. Although we take reasonable measures to protect sensitive data from unauthorized access, use or disclosure, our information technology and infrastructure may be vulnerable to attacks by hackers or infections by

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viruses or other malware or breached due to erroneous actions or inactions by our employees or contractors, malfeasance or other malicious or inadvertent disruptions. Any such breach or interruption could compromise our networks and the information stored there could be accessed by unauthorized parties, publicly disclosed, lost or stolen. Any such access, breach, or other loss of information could result in legal claims or proceedings. Unauthorized access, loss or dissemination could also disrupt our operations and damage our reputation, any of which could adversely affect our business.

Additionally, although we maintain cybersecurity insurance coverage, we cannot be certain that such coverage will be adequate for data security liabilities actually incurred, will cover any indemnification claims against us relating to any incident, will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could adversely affect our reputation, business, financial condition and results of operations.

Our business could become subject to more extensive government regulation than we currently anticipate, and regulatory compliance obligations and the investigational exemption and approval processes to which our animals may become subject are expensive, time-consuming and uncertain both in timing and in outcome.

We believe our operations are currently subject to limited direct regulation by the FDA, comparable foreign authorities or other regulatory bodies. However, our business could in future become subject to more direct oversight by the FDA, EMA or other comparable domestic or international agencies. For example, we may be subject to evolving and variable regulations governing the production of genetically engineered organisms. In particular, the FDA regulates animals whose genomes have been intentionally altered, and the FDA considers such alterations to be new animal drugs that may require approvals or exemptions in order to be commercially marketed or for investigational use in the United States. For example, we have been in communication with the FDA regarding the regulatory requirements applicable to our OmniChickens designed to produce human immunoglobulins, and the FDA has advised us that such approvals or exemptions are not required in light of the early stage of our research. However, the FDA may determine that we are not in compliance with the conditions imposed upon us to avoid the requirement for such approvals or exemptions at present or we may later become subject to such approvals or exemptions. Furthermore, while we have no active plans to operate a manufacturing facility designed to comply with current good manufacturing practices (cGMPs), future market pressures or the lack of available capacity at cGMP manufacturing facilities may necessitate our entry into this market. Complying with such regulations may be expensive, time-consuming and uncertain, and if we fail to comply with any applicable requirements enforced by the FDA with respect to our intentionally genetically altered animals or otherwise, we may be subject to administratively or judicially imposed sanctions, including restrictions on our products or operations, warning or untitled letters, civil or criminal penalties, injunctions, product seizures, product detentions, import bans, product recalls, or adverse publicity requirements, any of which could have an adverse effect on our business, financial condition and operating results.

Our business operations and current and future relationships with investigators, healthcare professionals, and partners may be subject to applicable fraud and abuse and other healthcare laws and regulations, which could expose us and/or our partners to criminal sanctions, civil penalties, exclusion from government healthcare programs, contractual damages, reputational harm and diminished profits and future earnings.

Healthcare professionals, physicians and third-party payors will play a primary role in the recommendation and prescription of any therapeutic candidates generated by our platform for which our partners obtain marketing approval. Our arrangements with our partners may expose us to broadly applicable fraud and abuse and other healthcare laws and regulations that may constrain the business or financial arrangements and relationships through which we conduct our business. Restrictions under applicable federal and state healthcare laws and regulations, include the following:

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the U.S. federal Anti-Kickback Statute, which prohibits, among other things, persons from knowingly and willfully soliciting, offering, receiving or providing remuneration, directly or indirectly, in cash or in kind, to induce or reward either the referral of an individual for, or the purchase, order or recommendation of, any good or service, for which payment may be made under federal and state

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healthcare programs such as Medicare and Medicaid. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation;

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the U.S. federal False Claims Act and civil monetary penalties laws, which, among other things, impose criminal and civil penalties, including through civil whistleblower or qui tam actions, against individuals or entities for knowingly presenting, or causing to be presented, to the federal government, claims for payment that are false or fraudulent or making a false statement to avoid, decrease or conceal an obligation to pay money to the federal government. The government may assert that a claim including items and services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act;

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the U.S. federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, which imposes criminal and civil liability for executing a scheme to defraud any healthcare benefit program or obtain, by means of false or fraudulent pretenses, representations or promises, any of the money or property owned by, or under the custody or control of, any healthcare benefit program, regardless of the payor (e.g., public or private) and knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false statement in connection with the delivery of or payment for healthcare benefits, items or service. Similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation;

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the U.S. Physician Payments Sunshine Act, which requires certain manufacturers of drugs, devices, biologics and medical supplies that are reimbursable under Medicare, Medicaid or the Children’s Health Insurance Program to report to the Department of Health and Human Services information related to certain financial interactions with physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors), certain other non-physician practitioners (physician assistants, nurse practitioners, clinical nurse specialists, anesthesiologist assistants, certified registered nurse anesthetists, anesthesiology assistants and certified nurse midwives), and teaching hospitals, as well as the ownership and investment interests of physicians and their immediate family members;

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analogous state laws and regulations, such as state anti-kickback and false claims laws that may apply to sales or marketing arrangements and claims involving healthcare items or services reimbursed by non-governmental third-party payors, including private insurers; and some state laws require pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government in addition to requiring drug manufacturers to report information related to payments to physicians and other healthcare professionals or marketing expenditures and pricing information; and

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EU and other foreign law equivalents of each of the laws, including reporting requirements detailing interactions with and payments to healthcare providers.

Ensuring that our business arrangements with third parties comply with applicable healthcare laws and regulations may involve substantial costs. It is possible that governmental authorities may conclude that our or our partners’ business practices do not comply with current or future statutes, regulations or case law involving applicable fraud and abuse or other healthcare laws and regulations. If our or our partners’ operations were to be found to be in violation of any of these laws or any other governmental regulations that may apply, we and/or our partners may be subject to the imposition of civil, criminal and administrative penalties, damages, disgorgement, monetary fines, possible exclusion from participation in Medicare, Medicaid and other federal healthcare programs, individual imprisonment, contractual damages, reputational harm, diminished profits and future earnings, additional reporting requirements or oversight if we become subject to a corporate integrity agreement or similar agreement to resolve allegations of non-compliance with these laws, and curtailment or restructuring of our operations, any of which could adversely affect our ability to operate our business and our results of operations. Further, defending against any such actions can be costly, time consuming and may require significant personnel resources. Therefore, even if we are successful in defending against any such actions that may be brought against us, our business may be impaired.

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Changes in and actual or perceived failures to comply with applicable data privacy, security and protection laws, regulations, standards and contractual obligations may adversely affect our business, operations and financial performance.

We and our partners may be subject to federal, state, and foreign laws and regulations that govern data privacy and security. The legislative and regulatory landscape for privacy and data protection continues to evolve, and there has been an increasing focus on privacy and data protection issues, which may affect our business and may increase our compliance costs and exposure to liability. In the United States, numerous federal and state laws and regulations govern the collection, use, disclosure, and protection of personal information, including state data breach notification laws, federal and state health information privacy laws, and federal and state consumer protection laws. Each of these laws is subject to varying interpretations by courts and government agencies, creating complex compliance issues. If we fail to comply with applicable laws and regulations we could be subject to penalties or sanctions, including criminal penalties if we knowingly obtain or disclose individually identifiable health information from a covered entity in a manner that is not authorized or permitted by HIPAA or applicable state laws.

We are also or may become subject to rapidly evolving data protection laws, rules and regulations in foreign jurisdictions. For example, the European Union General Data Protection Regulation (GDPR) governs certain collection and other processing activities involving personal data about individuals in the European Economic Area (EEA). Among other things, the GDPR imposes requirements regarding the security of personal data, the rights of data subjects to access and delete personal data, requires having lawful bases on which personal data can be processed, includes requirements relating to the consent of individuals to whom the personal data relates, requires detailed notices for clinical trial participants and investigators and regulates transfers of personal data from the EEA to third countries that have not been found to provide adequate protection to such personal data, including the United States. In addition, the GDPR imposes substantial fines for breaches and violations (up to the greater of €20.0 million or 4% of our annual global revenue). The GDPR also confers a private right of action on data subjects and consumer associations to lodge complaints with supervisory authorities, seek judicial remedies and obtain compensation for damages resulting from violations of the GDPR. Further, from January 1, 2021, companies have been subject to the GDPR and also the UK GDPR, which, together with the amended UK Data Protection Act 2018, retains the GDPR in UK national law. The UK GDPR mirrors the fines under the GDPR, e.g. fines up to the greater of €20.0 million (£17.5 million) or 4% of global turnover. The European Commission has adopted an adequacy decision in favor of the UK, enabling data transfers from EU member states to the UK without additional safeguards. However, the UK adequacy decision will automatically expire in June 2025 unless the European Commission re-assesses and renews/extends that decision, and remains under review by the Commission during this period. The relationship between the UK and the EU in relation to certain aspects of data protection law remains unclear, and it is unclear how UK data protection laws and regulations will develop in the medium to longer term, and how data transfers to and from the UK will be regulated in the long term. These changes may lead to additional costs and increase our overall risk exposure.

Compliance with applicable data privacy and security laws, rules and regulations could require us to take on more onerous obligations in our contracts, require us to engage in costly compliance exercises, restrict our ability to collect, use and disclose data, or in some cases, impact our or our partners’ ability to operate in certain jurisdictions. Each of these constantly evolving laws can be subject to varying interpretations. If we fail to comply with any such laws, rules or regulations, we may face government investigations and/or enforcement actions, fines, civil or criminal penalties, private litigation or adverse publicity that could adversely affect our business, financial condition and results of operations.

Risks Related to the Separation and Distribution, the Private Placement and Our Relationship with Ligand

As a result of the Separation, we will lose Ligand’s brand, reputation, capital base and other resources, and may experience difficulty operating as a standalone company.

We believe our association with Ligand has contributed to our building relationships with our customers due to Ligand’s globally recognized brand and reputation for innovation in drug discovery and development. The Separation could adversely affect our ability to attract and retain customers, which could result in reduced sales of our products.

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The loss of Ligand’s scale, capital base and financial strength may also prompt suppliers to reprice, modify or terminate their relationships with us. In addition, Ligand’s elimination of its ownership of our company could potentially cause some of our existing agreements and licenses to be terminated. We do not currently anticipate any material terminations in connection with the proposed transactions. Nevertheless, we cannot predict with certainty the effect that the Separation, Distribution or Merger will have on our business, our clients, vendors or other persons, or whether our OmniAb brand will be accepted in the marketplace.

Further, because we have not operated as a standalone company in the past, we may have difficulty doing so. We may need to acquire assets and resources in addition to those provided by Ligand to our company, and in connection with the Separation, may also face difficulty in separating our assets from Ligand’s assets and integrating newly acquired assets into our business. Our business, financial condition and results of operations could be materially and adversely affected if we have difficulty operating as a standalone company, fail to acquire assets that prove to be important to our operations or incur unexpected costs in separating our assets from Ligand’s assets or integrating newly-acquired assets.

We will incur significant charges in connection with the Business Combination and incremental costs as a standalone public company.

We estimate that we will incur approximately $25.2 million in transaction costs in connection with the Business Combination, including accounting, legal, underwriting, financial and capital markets advisory and other fees and expenses. These estimated transaction costs are reflected in the unaudited pro forma condensed combined financial information of APAC and OmniAb contained elsewhere in this proxy statement/prospectus/information statement. In addition, we will need to replicate or replace certain arrangements, functions, systems and infrastructure to which we will no longer have the same access after the Separation. We expect to make investments and hire additional employees, or out-source certain functions, systems and infrastructure through contracts with third parties, to operate without access to Ligand’s existing operational and administrative infrastructure. These initiatives may be costly to implement. To the extent we implement any of these initiatives, we may incur additional operating costs beyond what is included in our historical and pro forma financial statements, and the amount and timing of such costs is uncertain.

Ligand currently performs or supports many important corporate functions for our company. Our combined financial statements reflect charges for these services on an allocated basis. Following the Separation, many of these services will be governed by our Transition Services Agreement. Under the Transition Services Agreement we will be able to use these Ligand services for a fixed term established on a service-by-service basis. The Transition Services Agreement may be terminated by us with prior written notice, by either party in the event of an uncured material breach by the other party or its applicable affiliates, upon bankruptcy or insolvency of the other party, or by mutual agreement of the parties.

We will pay Ligand fees for the transition services as a flat monthly fee and reimburse Ligand for all reasonable out-of-pocket expenses that it incurs in connection with providing the transition services. In addition, while these services are being provided to us by Ligand, our operational flexibility to modify or implement changes with respect to such services or the amounts we pay for them will be limited.

We may not be able to replace these services or enter into appropriate third-party arrangements on terms and conditions, including cost, comparable to those that we will receive from Ligand under our Transition Services Agreement. Additionally, after the Transition Services Agreement terminates, we may be unable to sustain the services at the same levels or obtain the same benefits as when we were receiving such services and benefits from Ligand. When we begin to operate these functions separately, if we do not have our own adequate systems and business functions in place, or are unable to obtain them from other providers, we may not be able to operate our business effectively or at comparable costs, and our profitability may decline. In addition, we have historically received informal support from Ligand, which may not be addressed in our Transition Services Agreement. The level of this informal support will diminish or be eliminated following the Separation.

In addition, our historical combined financial statements include the attribution of certain assets and liabilities that historically have been held at the Ligand corporate level but which are specifically identifiable or attributable to the businesses being transferred to us in connection with the Separation. The value of

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the assets and liabilities we assume in connection with the Separation could ultimately be materially different than such attributions, which could have a material adverse effect on our financial condition.

In connection with the Separation, we will also enter into a second Transition Services Agreement under which we will provide services relating to corporate functions, legal administration and other administrative functions to Ligand. These will be services that we historically provided to Ligand prior to the Separation. Under this Transition Services Agreement, Ligand will be able to use our services for a fixed term established on a service-by-service basis. The Transition Services Agreement may be terminated by Ligand with prior written notice, by either party in the event of an uncured material breach by the other party or its applicable affiliates, upon bankruptcy or insolvency of the other party, or by mutual agreement of the parties. Ligand will pay us fees for the transition services as a flat monthly fee and will reimburse us for all reasonable out-of-pocket expenses that we incur in connection with providing the transition services. In addition, while these services are being provided to Ligand by us, our operational flexibility to modify or implement changes with respect to our capabilities to provide such services will be limited, and we may be obligated to maintain certain functions and capabilities solely to be able to meet our obligations to Ligand under the Transition Services Agreement.

Our historical combined financial data and pro forma financial statements are not necessarily representative of the results we would have achieved as a standalone company and may not be a reliable indicator of our future results.

Our historical combined financial data included in this proxy statement/prospectus/information statement does not reflect the financial condition, results of operations or cash flows we would have achieved as a standalone company during the periods presented or those we will achieve in the future. This is primarily the result of the following factors:

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our historical combined financial data does not reflect the Business Combination;

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our historical combined financial data reflects expense allocations for certain support functions that are provided on a centralized basis within Ligand, such as expenses for executive oversight, treasury, legal, finance, human resources, tax, internal audit, financial reporting, information technology and investor relations that may be higher or lower than the comparable expenses we would have actually incurred, or will incur in the future, as a standalone company;

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our cost of debt and our capital structure will be different from that reflected in our historical combined financial statements;

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significant increases may occur in our cost structure as a result of the Business Combination, including costs related to public company reporting, investor relations and compliance with the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act); and

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the Separation may have a material effect on our customers and other business relationships, including supplier relationships, and may result in the loss of preferred pricing available by virtue of our reduced relationship with Ligand.

Our financial condition and future results of operations, after giving effect to the Business Combination, will be materially different from amounts reflected in our historical combined financial statements included elsewhere in this proxy statement/prospectus/information statement. As a result of the Business Combination, it may be difficult for investors to compare our future results to historical results or to evaluate our relative performance or trends in our business.

Ligand may compete with us.

Ligand will not be restricted from competing with us in the antibody discovery business. Although Ligand has informed us it has no current intention to compete with us in the antibody discovery business, if Ligand in the future decides to engage in the type of business we conduct, it may have a competitive advantage over us, which may cause our business, financial condition and results of operations to be materially and adversely affected.

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Certain of our officers or directors may have actual or potential conflicts of interest because of their equity interests in or positions with Ligand.

Following the Business Combination, one of our directors will retain his position as an employee with Ligand. In addition, our officers or directors may own Ligand Common Stock or equity awards. In connection with the Distribution and Merger, it is expected that (i) each existing Ligand equity award granted prior to March 2, 2022, with certain limited exceptions, will be split into (A) a new Ligand equity award and (B) a new OmniAb Equity Award, with any intrinsic value in the original Ligand equity award split between such awards based on the relative values of Ligand and OmniAb at the time of the Distribution, and (ii) each existing Ligand equity award granted on or after March 2, 2022 will be converted into either (A) if the holder will be a Ligand service provider following the Distribution, an adjusted Ligand equity award, or (B) if the holder will be an OmniAb service provider following the Distribution, a new OmniAb Equity Award, with the in-the-money value of such adjusted or converted award equal to the intrinsic value in the original Ligand equity award based on the relative values of Ligand and OmniAb at the time of the Distribution, In connection with the Merger, each OmniAb Equity Award will be converted into a New OmniAb Equity Award pursuant to the Merger Agreement. The foregoing adjustments are further described under “Executive and Director Compensation of OmniAb — Narrative to Summary Compensation Table — Treatment of Outstanding Equity Awards at the Time of the Distribution.” All of our current directors, certain of our director nominees and all of our officers have holdings of Ligand Common Stock or equity awards that have a material monetary value based on the trading price of Ligand Common Stock as of August 15, 2022, including: 369,180 Ligand shares ($39,616,706), 55,536 Ligand shares underlying Ligand RSUs and PSUs (at target levels) ($5,959,568), and 580,335 Ligand shares underlying Ligand options ($62,275,749) held by Mr. Higgins; 3,896 Ligand shares ($418,080), 1,481 Ligand shares underlying Ligand RSUs ($158,926), and 15,360 Ligand shares underlying Ligand options ($1,648,282) held by Ms. Boyce; 2,165 Ligand shares ($232,326), 1,778 Ligand shares underlying Ligand RSUs ($190,797), and 8,848 Ligand shares underlying Ligand options ($949,479) held by Dr. Cochran; and 29,824 Ligand shares ($3,200,413), 1,004 Ligand shares underlying Ligand RSUs ($107,739), and 27,473 Ligand shares underlying Ligand options ($2,948,128) held by Mr. Patel. For a description of Ligand equity held by our named executive officers and non-employee directors see “Executive and Director Compensation of OmniAb.” In addition, in July 2022, Ligand’s executive officers and the individuals who will become OmniAb’s executive officers following the Distribution and Merger were granted Ligand PSUs, 50% of which will vest based on achievement of certain combined total shareholder return goals of Ligand and OmniAb relative to the Nasdaq Biotechnology Index during a period of approximately two years following the closing of the Business Combination, and the remaining 50% of which will vest based on the calendar quarter during which the completion of the Distribution occurs. The PSUs are eligible to vest in up to 162.5% of the “target” number of PSUs based on performance relative to the performance objectives. Ligand’s executive officers and Mr. Gustafson were granted the following number of PSUs at “target” in July 2022: Mr. Higgins, 24,963 PSUs at “target”; Mr. Foehr, 11,167 PSUs at “target”; Mr. Korenberg, 9,853 PSUs at “target”; Mr. Berkman, 6,569 PSUs at “target”; and Mr. Gustafson, 4,000 PSUs at "target.” In addition, it is anticipated that one such individual, our director Mr. Higgins, will upon the completion of the Business Combination continue to serve as the Chief Executive Officer and a director of Ligand. Mr. Higgins’ position at Ligand and the ownership by our officers and directors of any Ligand equity or equity awards, or OmniAb equity awards the vesting for which is based in part on the total shareholder return of Ligand, creates, or may create the appearance of, conflicts of interest when these officers or directors are faced with decisions that could have different implications for Ligand than for us. These potential conflicts could arise, for example, over matters such as the desirability of changes in our business and operations, funding and capital matters, regulatory matters, possible acquisitions or other corporate opportunities, matters arising with respect to the Merger Agreement, the Separation Agreement and other agreements with Ligand relating to the Separation or otherwise, employee retention or recruiting, or our dividend policy.

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If the Distribution, together with certain related transactions, fails to qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Code, or the Merger fails to qualify as a reorganization under Section 368(a) of the Code, Ligand and its stockholders could incur significant tax liabilities, and APAC and OmniAb could be required to indemnify Ligand for taxes that could be material pursuant to indemnification obligations under the Tax Matters Agreement.

Ligand expects to receive the Distribution Tax Opinion from Latham & Watkins LLP, tax counsel to Ligand, which shall provide that the Distribution, together with certain related transactions, will qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Code and that the Merger will not cause Section 355(e) of the Code to apply to the Distribution. In addition, the obligations of Ligand and OmniAb to complete the Merger are conditioned upon, among other things, Ligand’s receipt of the Distribution Tax Opinion and an opinion of Latham & Watkins LLP that the Merger will be treated as a reorganization under Section 368(a) of the Code. The obligation of APAC to complete the Merger is conditioned upon, among other things, receipt of an opinion of Weil, Gotshal & Manges LLP, tax counsel to APAC, that the Merger will be treated as a reorganization under Section 368(a) of the Code. The conditions in the Merger Agreement related to the receipt by Ligand and APAC of the foregoing tax opinions may be waived by Ligand and OmniAb in writing. For more information about conditions to the consummation of the Business Combination, see “Shareholder Proposal No. 1 — The Business Combination Proposal — Summary of the Merger Agreement — Conditions to Closing.”

The tax opinions will be based on, among other things, certain facts, assumptions, representations and undertakings from Ligand, OmniAb and APAC, including those regarding the past and future conduct of the Companies’ respective businesses and other matters. If any of these facts, assumptions, representations, or undertakings are incorrect or not satisfied, Ligand may not be able to rely on the opinions, and Ligand and its stockholders could be subject to significant U.S. federal income tax liabilities. In addition, the opinions will not be binding on the IRS or the courts. Notwithstanding the opinions, the IRS could determine on audit that the Distribution or Merger does not qualify as a reorganization if it determines that any of the facts, assumptions, representations or undertakings on which the opinions are based are not correct or have been violated or that the Distribution or Merger should be taxable for other reasons, including as a result of a significant change in stock or asset ownership after the Distribution.

If the Distribution, together with certain related transactions, is ultimately determined not to qualify as a reorganization, the Distribution could be treated as a taxable disposition of shares of OmniAb stock by Ligand and as a taxable distribution to Ligand’s stockholders for U.S. federal income tax purposes. If the Merger is ultimately determined not to qualify as a reorganization, the Merger could be treated as a taxable disposition of OmniAb stock by Ligand stockholders. In either such case, Ligand and its stockholders that are subject to U.S. federal income tax could incur significant U.S. federal income tax liabilities. For a more detailed discussion, see the section entitled “Material U.S. Federal Income Tax Consequences to Ligand Stockholders of the Distribution and Merger.”

Under the Tax Matters Agreement that APAC and OmniAb will enter into with Ligand, APAC and OmniAb will generally be required to indemnify Ligand against certain taxes incurred by Ligand that arise in connection with the Distribution as a result of certain actions or omissions by APAC or OmniAb. Further, even if APAC and OmniAb are not responsible for tax liabilities of Ligand under the Tax Matters Agreement, OmniAb nonetheless could be liable under applicable U.S. federal tax law for such liabilities if Ligand were to fail to pay them. If APAC or OmniAb is required to pay any liabilities under the circumstances set forth in the Tax Matters Agreement or pursuant to applicable tax law, the amounts may be significant. For more information, see “Shareholder Proposal No. 1 — The Business Combination Proposal — Summary of the Ancillary Agreements — Tax Matters Agreement.”

APAC might not be able to engage in certain transactions and equity issuances following the Distribution.

APAC’s ability to engage in equity transactions could be limited or restricted after the Distribution in order to preserve, for U.S. federal income tax purposes, the qualification of the Distribution, together with certain related transactions, as a generally tax-free reorganization under Sections 355 and 368(a)(1)(D) of the Code. Even if the Distribution otherwise qualifies for tax-free treatment to Ligand’s stockholders under Section 355 of the Code, it may result in corporate-level taxable gain to Ligand if there is a 50% or greater change in ownership, by vote or value, of APAC ordinary shares, OmniAb stock, Ligand’s stock or the stock

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of a successor of any of the foregoing occurring as part of a plan or series of related transactions that includes the Distribution. Any acquisitions or issuances of APAC ordinary shares, OmniAb stock or Ligand’s stock within two years of the Distribution are generally presumed to be part of such a plan, although APAC, OmniAb or Ligand may be able to rebut that presumption.

Under the Tax Matters Agreement that APAC and OmniAb will enter into with Ligand, APAC and OmniAb will be required to comply with the representations made in the materials submitted to legal counsel in connection with the Distribution Tax Opinion that Ligand expects to receive regarding the intended tax treatment of the Distribution and certain related transactions. The Tax Matters Agreement will also restrict APAC’s ability to take or fail to take any action if such action or failure to act could adversely affect the intended tax treatment of the Distribution, together with certain related transactions. In particular, except in specific circumstances, in the two years following the Distribution, APAC and OmniAb will be restricted from, among other things, (i) entering into certain transactions pursuant to which all or a portion of APAC’s ordinary shares would be acquired, whether by merger, consolidation, certain stock issuances, or otherwise and (ii) ceasing to actively conduct certain of the OmniAb businesses. These restrictions may limit for a period of time APAC’s ability to pursue certain transactions that APAC may believe to be in the best interests of APAC’s stockholders or that might increase the value of APAC’s businesses. For more information, see “Shareholder Proposal No. 1 — The Business Combination Proposal — Summary of the Ancillary Agreements — Tax Matters Agreement.”

The anticipated benefits of the Business Combination may not be achieved.

We may not be able to achieve the full strategic and financial benefits expected to result from the Business Combination, including the potential that the Business Combination will:

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allow each business to pursue its own operational and strategic priorities and more quickly respond to trends, developments and opportunities in its respective markets;

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create two separate and distinct management teams focused on each business’s unique strategic priorities, target markets and corporate development opportunities;

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give each business opportunity and flexibility by pursuing its own investment, capital allocation and growth strategies consistent with its long-term objectives;

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allow investors to separately value each business based on the unique merits, performance and future prospects of each business, providing investors with two distinct investment opportunities;

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enhance the ability of each business to attract and retain qualified management and to better align incentive-based compensation with the performance of each separate business; and

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give each of OmniAb and Ligand its own equity currency for use in connection with acquisitions.

We may not achieve the anticipated benefits of the Business Combination for a variety of reasons. Further, such benefits, if ultimately achieved, may be delayed. In addition, the Business Combination could materially and adversely affect our business, financial condition and results of operations.

Potential indemnification obligations to Ligand pursuant to the Separation Agreement could materially and adversely affect our businesses, financial condition, results of operations and cash flows.

The Separation Agreement, among other things, provides for indemnification obligations (for uncapped amounts) designed to make us financially responsible for all liabilities that Ligand may incur or may exist relating to our business activities (as currently and historically conducted), whether incurred prior to or after the Separation.

In connection with the Separation, Ligand will indemnify us for certain liabilities. However, there can be no assurance that such indemnity will be sufficient to insure us against the full amount of such liabilities, or that Ligand’s ability to satisfy its indemnification obligations will not be impaired in the future.

Pursuant to the Separation Agreement and certain other agreements with Ligand, Ligand will agree to indemnify us for certain liabilities as discussed further in “Shareholder Proposal No. 1 — The Business Combination Proposal — Summary of the Separation Agreement.” However, third parties could also seek to hold us responsible for any of the liabilities that Ligand has agreed to retain, and there can be no assurance

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that the indemnity from Ligand will be sufficient to protect us against the full amount of such liabilities, or that Ligand will be able to fully satisfy its indemnification obligations. In addition, Ligand’s insurance will not necessarily be available to us for liabilities associated with occurrences of indemnified liabilities prior to the Separation, and in any event Ligand’s insurers may deny coverage to us for liabilities associated with certain occurrences of indemnified liabilities prior to the Separation. Moreover, even if we ultimately succeed in recovering from Ligand or such insurance providers any amounts for which we are held liable, we may be temporarily required to bear these losses. Each of these risks could negatively affect our businesses, financial position, results of operations and cash flows.

The Separation and Distribution may expose us to potential liabilities arising out of state and federal fraudulent conveyance laws and legal dividend requirements.

The Separation and Distribution are subject to review under various state and federal fraudulent conveyance laws. Fraudulent conveyance laws generally provide that an entity engages in a constructive fraudulent conveyance when (i) the entity transfers assets and does not receive fair consideration or reasonably equivalent value in return; and (ii) the entity: (a) is insolvent at the time of the transfer or is rendered insolvent by the transfer; (b) has unreasonably small capital with which to carry on its business; or (c) intends to incur or believes it will incur debts beyond its ability to repay its debts as they mature. An unpaid creditor or an entity acting on behalf of a creditor (including without limitation a trustee or debtor-in-possession in a bankruptcy by us or Ligand or any of our respective subsidiaries) may bring an action alleging that the Separation or Distribution or any of the related transactions constituted a constructive fraudulent conveyance. If a court accepts these allegations, it could impose a number of remedies, including without limitation, voiding our claims against Ligand, requiring our stockholders to return to Ligand some or all of the shares of our common stock issued in the Distribution, or providing Ligand with a claim for money damages against us in an amount equal to the difference between the consideration received by Ligand and our fair market value at the time of the Distribution.

The measure of insolvency for purposes of the fraudulent conveyance laws will vary depending on which jurisdiction’s law is applied. Generally, an entity would be considered insolvent if (i) the present fair saleable value of its assets is less than the amount of its liabilities (including contingent liabilities); (ii) the present fair saleable value of its assets is less than its probable liabilities on its debts as such debts become absolute and matured; (iii) it cannot pay its debts and other liabilities (including contingent liabilities and other commitments) as they mature; or (iv) it has unreasonably small capital for the business in which it is engaged. We cannot assure you what standard a court would apply to determine insolvency or that a court would determine that we, Ligand or any of our respective subsidiaries were solvent at the time of or after giving effect to the Distribution.

The Distribution of our common stock is also subject to review under state corporate distribution statutes. Under the DGCL, a corporation may only pay dividends to its stockholders either (i) out of its surplus (net assets minus capital) or (ii) if there is no such surplus, out of its net profits for the fiscal year in which the dividend is declared or the preceding fiscal year. Although Ligand intends to make the Distribution of our common stock entirely from surplus, we cannot assure you that a court will not later determine that some or all of the Distribution to Ligand stockholders was unlawful.

Risks Related to Our Intellectual Property

If we are unable to obtain and maintain sufficient intellectual property protection for our platform and technology, or if the scope of the intellectual property protection obtained is not sufficiently broad, our competitors could develop and commercialize technologies or a platform similar or identical to ours, and our ability to successfully sell our platform and services may be impaired.

We rely on patent protection, as well as trademark, copyright, trade secret and other intellectual property rights protection and contractual restrictions, to protect our proprietary technologies, all of which provide limited protection and may not adequately protect our rights or permit us to gain or keep a competitive advantage. If we fail to protect our intellectual property, third parties may be able to compete more effectively against us. In addition, we may incur substantial litigation costs in our attempts to recover or restrict the use of our intellectual property.

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To the extent our intellectual property offers inadequate protection, or is found to be invalid or unenforceable, we would be exposed to a greater risk of direct competition. If our intellectual property does not provide adequate coverage to exclude our competitors from making products or providing services claimed in our patents, our competitive position could be adversely affected, as could our business. Both the patent application process and the process of managing patent disputes can be time-consuming and expensive.

Our success depends in large part on our ability to obtain and maintain adequate protection of the intellectual property we may own solely and jointly with others or otherwise have rights to, particularly patents, in the United States and in other countries with respect to our platform, our software and our technologies, without infringing the intellectual property rights of others.

We strive to protect and enhance the proprietary technologies that we believe are important to our business, including seeking patents intended to cover our platform and related technologies and uses thereof, as we deem appropriate. Certain of our patents and patent applications in the United States and certain foreign jurisdictions relate to our technology. However, obtaining and enforcing patents in our industry is costly, time-consuming and complex, and we may fail to apply for patents on important products and technologies in a timely fashion or at all, or we may fail to apply for patents in potentially relevant jurisdictions. There can be no assurance that the claims of our patents (or any patent application that issues as a patent), will exclude others from making, using, importing, offering for sale, or selling our products or services that are substantially similar to ours. We also rely on trade secrets to protect aspects of our business that are not amenable to, or that we do not consider appropriate for, patent protection. In countries where we have not sought and do not seek patent protection, third parties may be able to manufacture and sell our technology without our permission, and we may not be able to stop them from doing so. We may not be able to file and prosecute all necessary or desirable patent applications, or maintain, enforce and license any patents that may issue from such patent applications, at a reasonable cost or in a timely manner. It is also possible that we will fail to identify patentable aspects of our research and development output before it is too late to obtain patent protection. We may not have the right to control the preparation, filing and prosecution of patent applications, or to maintain the rights to patents licensed to third parties. Therefore, these patents and applications may not be prosecuted and enforced in a manner consistent with the best interests of our business.

It is possible that none of our pending patent applications will result in issued patents in a timely fashion or at all, and even if patents are granted, they may not provide a basis for intellectual property protection of commercially viable products or services, may not provide us with any competitive advantages, or may be challenged and invalidated by third parties or deemed unenforceable by a court. It is possible that others will design around our current or future patented technologies. As a result, our owned and licensed patents and patent applications comprising our patent portfolio may not provide us with sufficient rights to exclude others from commercializing technology and products similar to any of our technology.

It is possible that in the future some of our patents, licensed patents or patent applications may be challenged in court in the United States or outside of the United States, at the United States Patent and Trademark Office (USPTO) or in proceedings before the patent offices of other jurisdictions. We may not be successful in defending any such challenges made against our patents or patent applications. Any successful third party challenge to our patents could result in loss of exclusivity, patent claims being narrowed, or the unenforceability or invalidity of such patents, in whole or in part, which could limit our ability to stop others from using or commercializing similar or identical technology and products, limit the duration of the patent protection of our technology, and increase competition to our business. We may have to challenge the patents or patent applications of third parties. The outcome of patent litigation or other proceedings can be uncertain, and any attempt by us to enforce our patent rights against others or to challenge the patent rights of others may not be successful, or, if successful, may take substantial time and involve substantial cost, and may divert our efforts and attention from other aspects of our business.

Any changes we make to our technology, including changes that may be required for commercialization or that cause them to have what we view as more advantageous properties, may not be covered by our existing patent portfolio, and we may be required to file new applications and/or seek other forms of protection for any such alterations to our technology. There can be no assurance that we would be able to secure patent protection that would adequately cover an alternative to our technology.

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The patent positions of life sciences companies can be highly uncertain and involve complex legal and factual questions for which important legal principles remain unresolved. No consistent policy regarding the breadth of claims allowed in such companies’ patents has emerged to date in the United States or elsewhere. Courts frequently render opinions in the biotechnology field that may affect the patentability of certain inventions or discoveries.

Changes in patent law in the United States and other jurisdictions could diminish the value of patents in general, thereby impairing our ability to protect our technology.

Changes in either the patent laws or in interpretations of patent laws in the United States or other countries or regions may diminish the value of our intellectual property. We cannot predict the breadth of claims that may be allowed or enforced in our patents or in third party patents. We may not develop additional proprietary platforms, methods and technologies that are patentable.

Assuming that other requirements for patentability are met, prior to March 16, 2013, in the United States, the first to invent the claimed invention was entitled to the patent, while outside the United States, the first to file a patent application was entitled to the patent. On or after March 16, 2013, under the Leahy-Smith America Invents Act (the America Invents Act), the United States transitioned to a first inventor to file system in which, assuming that other requirements for patentability are met, the first inventor to file a patent application will be entitled to the patent on an invention regardless of whether a third party was the first to invent the claimed invention. A third party that files a patent application in the USPTO on or after March 16, 2013, but before us could therefore be awarded a patent covering an invention of ours even if we had made the invention before it was made by such third party. This will require us to be cognizant of the time from invention to filing of a patent application. Since patent applications in the United States and most other countries are confidential for a period of time after filing or until issuance, we cannot be certain that we or our licensors were the first to either (i) file any patent application related to our technology or (ii) invent any of the inventions claimed in our or our licensor’s patents or patent applications.

The America Invents Act also includes a number of significant changes that affect the way patent applications are now prosecuted and also may affect patent litigation. These include allowing third party submission of prior art to the USPTO during patent prosecution and additional procedures to attack the validity of a patent by USPTO administered post-grant proceedings, including post-grant review, inter partes review and derivation proceedings. Because of a lower evidentiary standard in USPTO proceedings compared to the evidentiary standard in United States federal courts necessary to invalidate a patent claim, a third party could potentially provide evidence in a USPTO proceeding sufficient for the USPTO to hold a claim invalid even though the same evidence would be insufficient to invalidate the claim if first presented in a district court action. Accordingly, a third party may attempt to use the USPTO procedures to invalidate our patent claims that would not have been invalidated if first challenged by the third party as a defendant in a district court action. Therefore, the America Invents Act and its implementation could increase the uncertainties and costs surrounding the prosecution of our owned or in-licensed patent applications and the enforcement or defense of our owned or in-licensed issued patents, all of which could have a material adverse effect on our business, financial condition, results of operations and prospects.

In addition, the patent position of companies in the biotechnology field is particularly uncertain. Various courts, including the United States Supreme Court, have rendered decisions that affect the scope of patentability of certain inventions or discoveries relating to biotechnology. These decisions state, among other things, that a patent claim that recites an abstract idea, natural phenomenon or law of nature (for example, the relationship between particular genetic variants and cancer) are not themselves patentable. Precisely what constitutes a law of nature or abstract idea is uncertain, and it is possible that certain aspects of our technology could be considered natural laws. Accordingly, the evolving case law in the United States may adversely affect our and our licensors’ ability to obtain new patents or to enforce existing patents and may facilitate third party challenges to any owned or licensed patents.

Issued patents directed to our platform and technology could be found invalid or unenforceable if challenged in court or before administrative bodies in the United States or abroad.

The issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability. Some of our patents or patent applications (including licensed patents) may be challenged at a future point in

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time in opposition, derivation, reexamination, inter partes review, post-grant review or interference. Any successful third party challenge to our patents in this or any other proceeding could result in the unenforceability or invalidity of such patents or amendment to our patents in such a way that any resulting protection may lead to increased competition to our business, which could harm our business. In addition, in patent litigation in the United States, defendant counterclaims alleging invalidity or unenforceability are commonplace. The outcome following legal assertions of invalidity and unenforceability during patent litigation is unpredictable. If a defendant were to prevail on a legal assertion of invalidity or unenforceability, we would lose at least part, and perhaps all, of the patent protection on certain aspects of our platform technologies. In addition, if the breadth or strength of protection provided by our patents and patent applications is threatened, regardless of the outcome, it could dissuade companies from collaborating with us to license, develop or commercialize current or future products.

In April 2020, Regeneron Pharmaceuticals filed an opposition to our European Patent No. 2931030 directed to human-rat chimeric antibodies. The opposition is ongoing. If the opposition is successful in invalidating the claims of the patent, or narrowing their scope, the loss in ability to assert the patent in its current form may lead to increased competition to our business, which could harm our business.

We may not be aware of all third party intellectual property rights potentially relating to our platform or technology. Publications of discoveries in the scientific literature often lag behind the actual discoveries, and patent applications in the United States and other jurisdictions are typically not published until approximately 18 months after filing or, in some cases, not until such patent applications issue as patents. We or our licensors might not have been the first to make the inventions included in each of our pending patent applications and we or our licensors might not have been the first to file patent applications for these inventions. There is also no assurance that all of the potentially relevant prior art relating to our patents and patent applications or licensed patents and patent applications has been found, which could be used by a third party to challenge their validity, or prevent a patent from issuing from a pending patent application.

To determine the priority of these inventions, we may have to participate in interference proceedings, derivation proceedings or other post-grant proceedings declared by the USPTO that could result in substantial cost to us. The outcome of such proceedings is uncertain. No assurance can be given that other patent applications will not have priority over our patent applications. In addition, changes to the patent laws of the United States allow for various post-grant opposition proceedings that have not been extensively tested, and their outcome is therefore uncertain. Furthermore, if third parties bring these proceedings against our patents, we could experience significant costs and management distraction.

We rely on in-licenses from third parties. If we lose these rights, our business may be materially and adversely affected, our ability to develop improvements to our technology platform and antibody discovery platform may be negatively and substantially impacted, and if disputes arise, we may be subjected to future litigation, as well as the potential loss of or limitations on our ability to incorporate the technology covered by these license agreements.

We are party to royalty-bearing license agreements that grant us rights to practice certain patent rights that are related to our systems, including our microcapillary assay technology, methods for selecting agents that bind to transmembrane receptors in a conformationally selective manner, and bovine antibody humanization technology. We may need to obtain additional licenses from others to advance our research, development and commercialization activities. Some of our license agreements impose, and we expect that any future in-license agreements will impose, various development, diligence, commercialization and other obligations on us. We may enter into engagements in the future, with other licensors or other third parties under which we obtain certain intellectual property rights relating to our platform and technology. These engagements may take the form of an exclusive license or purchase of intellectual property rights or technology from third parties. Our rights to use the technology we license are subject to the continuation of and compliance with the terms of those agreements. In some cases, we may not control the prosecution, maintenance or filing of the patents to which we hold licenses, or the enforcement of those patents against third parties.

Moreover, disputes may arise with respect to our licensing or other upstream agreements, including:

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the scope of rights granted under the agreements and other interpretation-related issues;

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the extent to which our systems and consumables, technology and processes infringe on intellectual property of the licensor that is not subject to the licensing agreement;

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the sublicensing of patent and other rights under our license agreements with our partners;

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our diligence obligations under the license agreements and what activities satisfy those diligence obligations;

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the inventorship and ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our licensors and us and our partners; and

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the priority of invention of patented technology.

In spite of our efforts to comply with our obligations under our in-license agreements, our licensors might conclude that we have materially breached our obligations under our license agreements and might therefore, including in connection with any aforementioned disputes, terminate the relevant license agreement, thereby removing or limiting our ability to develop and commercialize technology covered by these license agreements. If any such in-license is terminated, or if the licensed patents fail to provide the intended exclusivity, competitors or other third parties might have the freedom to market or develop technologies similar to ours. In addition, absent the rights granted to us under our license agreements, we may infringe the intellectual property rights that are the subject of those agreements, we may be subject to litigation by the licensor, and if such litigation by the licensor is successful we may be required to pay damages to our licensor, or we may be required to cease our development and commercialization activities that are deemed infringing, and in such event we may ultimately need to modify our activities or technologies to design around such infringement, which may be time- and resource-consuming, and which ultimately may not be successful. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and prospects.

In addition, our rights to certain components of our technology platform, are licensed to us on a non-exclusive basis. The owners of these non-exclusively licensed technologies are therefore free to license them to third parties, including our competitors, on terms that may be superior to those offered to us, which could place us at a competitive disadvantage. Moreover, our licensors may own or control intellectual property that has not been licensed to us and, as a result, we may be subject to claims, regardless of their merit, that we are infringing or otherwise violating the licensor’s rights. In addition, certain of our agreements with third parties may provide that intellectual property arising under these agreements, such as data that could be valuable to our business, will be owned by the third party, in which case, we may not have adequate rights to use such data or have exclusivity with respect to the use of such data, which could result in third parties, including our competitors, being able to use such data to compete with us.

If we cannot acquire or license rights to use technologies on reasonable terms or if we fail to comply with our obligations under such agreements, we may not be able to commercialize new technologies or services in the future and our business could be harmed.

In the future, we may identify third party intellectual property and technology we may need to acquire or license in order to engage in our business, including to develop or commercialize new technologies or services, and the growth of our business may depend in part on our ability to acquire, in-license or use this technology. However, such licenses may not be available to us on acceptable terms or at all. The licensing or acquisition of third party intellectual property rights is a competitive area, and several more established companies may pursue strategies to license or acquire third party intellectual property rights that we may consider attractive or necessary. These established companies may have a competitive advantage over us due to their size, capital resources and greater development or commercialization capabilities. In addition, companies that perceive us to be a competitor may be unwilling to assign or license rights to us. Even if such licenses are available, we may be required to pay the licensor in return for the use of such licensor’s technology, lump-sum payments, payments based on certain milestones such as sales volumes, or royalties based on sales of our platform. In addition, such licenses may be non-exclusive, which could give our competitors access to the same intellectual property licensed to us.

In spite of our best efforts, our licensors might conclude that we have materially breached our license agreements and might therefore terminate the license agreements, thereby removing our ability to develop

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and commercialize technology covered by these license agreements. If these licenses are terminated, or if the underlying intellectual property fails to provide the intended exclusivity, competitors would have the freedom to seek regulatory approval of, and to market, technologies identical to ours. This could have a material adverse effect on our competitive position, business, financial condition, results of operations and prospects. Additionally, termination of these license agreements or reduction or elimination of our rights under these agreements, or restrictions on our ability to freely assign or sublicense our rights under such agreements when it is in the interest of our business to do so, may result in our having to negotiate new or reinstated agreements with less favorable terms, or cause us to lose our rights under these agreements, including our rights to important intellectual property or technology or impede, or delay or prohibit the further development or commercialization of one or more technologies that rely on such agreements.

We cannot prevent third parties from also accessing those technologies. In addition, our licenses may place restrictions on our future business opportunities.

In addition to the above risks, intellectual property rights that we license in the future may include sublicenses under intellectual property owned by third parties, in some cases through multiple tiers. The actions of our licensors may therefore affect our rights to use our sublicensed intellectual property, even if we are in compliance with all of the obligations under our license agreements. Should our licensors or any of the upstream licensors fail to comply with their obligations under the agreements pursuant to which they obtain the rights that are sublicensed to us, or should such agreements be terminated or amended, our or our partners’ ability to further commercialize our technology or products generated using our technology may be materially harmed.

Further, we may not have the right to control the prosecution, maintenance and enforcement of all of our licensed and sublicensed intellectual property, and even when we do have such rights, we may require the cooperation of our licensors and upstream licensors, which may not be forthcoming. Our business could be adversely affected if we or our licensors are unable to prosecute, maintain and enforce our licensed and sublicensed intellectual property effectively.

Our licensors may have relied on third-party consultants or collaborators or on funds from third parties such that our licensors are not the sole and exclusive owners of the patents and patent applications we in-license. If other third parties have ownership rights to patents or patent applications we in-license, they may be able to license such patents to our competitors, and our competitors could market competing technology and services. This could have a material adverse effect on our competitive position, business, financial condition, results of operations and prospects.

Our business, financial condition, results of operations and prospects could be materially and adversely affected if we are unable to enter into necessary agreements on acceptable terms or at all, if any necessary licenses are subsequently terminated, if the licensors fail to abide by the terms of the licenses or fail to prevent infringement by third parties, or if the acquired or licensed patents or other rights are found to be invalid or unenforceable. Moreover, we could encounter delays in the introduction of new technology or services while we attempt to develop alternatives. Defense of any lawsuit or failure to obtain any of these licenses on favorable terms could prevent us from commercializing our platform and technology and advancing partnerships, which could harm our business, financial condition, results of operations and prospects.

We may not be able to protect our intellectual property rights throughout the world.

Filing, prosecuting and defending patents on our platform, technology, software, systems, workflows and processes in all countries throughout the world would be prohibitively expensive, and our intellectual property rights in some countries outside the United States can be less extensive than those in the United States. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as the laws of the United States, and even where such protection is nominally available, judicial and governmental enforcement of such intellectual property rights may be lacking. Whether filed in the United States or abroad, our patent applications may be challenged or may fail to result in issued patents. Further, we may encounter difficulties in protecting and defending such rights in foreign jurisdictions. Consequently, we may not be able to prevent third parties from practicing our inventions in some or all countries outside the United States, or from selling or importing products made using our inventions in and into the United States or other jurisdictions. Competitors may use our technologies in jurisdictions where we have not

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obtained patent protection to develop their own platform or technologies and may also sell their products or services to territories where we have patent protection, but enforcement is not as strong as that in the United States. These platforms and technologies may compete with ours. Our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing. In addition, certain countries have compulsory licensing laws under which a patent owner may be compelled to grant licenses to other parties. Furthermore, many countries limit the enforceability of patents against other parties, including government agencies or government contractors. In these countries, the patent owner may have limited remedies, which could materially diminish the value of any patents. In many foreign countries, patent applications and/or issued patents, or parts thereof, must be translated into the native language. If our patent applications or issued patents are translated incorrectly, they may not adequately cover our technologies; in some countries, it may not be possible to rectify an incorrect translation, which may result in patent protection that does not adequately cover our technologies in those countries.

Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of many other countries do not favor the enforcement of patents and other intellectual property protection, particularly those relating to biotechnology, which could make it difficult for us to stop the misappropriation or other violations of our intellectual property rights including infringement of our patents in such countries. Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial cost and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing, and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, or that are initiated against us, and the damages or other remedies awarded, if any, may not be commercially meaningful. In addition, changes in the law and legal decisions by courts in the United States and foreign countries may affect our ability to obtain adequate protection for our technologies and the enforcement of intellectual property. Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license.

Intellectual property rights do not necessarily address all potential threats to our competitive advantage.

The degree of future protection afforded by our intellectual property rights is uncertain because intellectual property rights have limitations and may not adequately protect our business or permit us to maintain our competitive advantage. For example:

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others may be able to make products that are similar to any therapeutic candidates generated by our platform that our partners may develop but that are not covered by the claims of the patents that we or our partners have or license or may own or license in the future;

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we, or our current or future partners, might not have been the first to make the inventions covered by the issued patents and pending patent applications that we or our partners have or license or may have or license in the future;

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we, or our current or future partners, might not have been the first to file patent applications covering certain of our or their inventions;

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others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing our owned or licensed intellectual property rights;

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it is possible that our pending patent applications or those that we may hold in the future will not lead to issued patents;

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issued patents that we hold rights to may be held invalid or unenforceable, including as a result of legal challenges by our competitors;

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our competitors might conduct research and development activities in countries where we do not have patent rights and then use the information learned from such activities to develop competitive products for sale in our major commercial markets;

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we cannot ensure that any patents issued to us or our licensors will provide a basis for an exclusive market for our commercially viable technology or therapeutic candidates of our partners or will provide us or our partners with any competitive advantages;

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we cannot ensure that our commercial activities or partners’ therapeutic candidates will not infringe the patents of others;

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we cannot ensure that we will be able to further commercialize our technology on a substantial scale, if approved, before the relevant patents that we hold or license expire;

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we cannot ensure that any of our patents, or any of our pending patent applications, if issued, or those of our licensors, will include claims having a scope sufficient to protect our technology;

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we may not develop additional proprietary technologies that are patentable;

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the patents or intellectual property rights of others may harm our business; and

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we may choose not to file a patent application in order to maintain certain trade secrets or know-how, and a third party may subsequently file a patent covering such intellectual property.

Should any of these events occur, they could have a material adverse effect on our business, financial condition, results of operations and prospects.

If we are unable to protect the confidentiality of our information and our trade secrets, the value of our technology could be materially and adversely affected and our business could be harmed.

We rely on trade secrets and confidentiality agreements to protect our unpatented know-how, technology and other proprietary information, including parts of our technology platform, and to maintain our competitive position. However, trade secrets and know-how can be difficult to protect. In addition to pursuing patents on our technology, we take steps to protect our intellectual property and proprietary technology by entering into agreements, including confidentiality agreements, non-disclosure agreements and intellectual property assignment agreements, with our employees, consultants, academic institutions, corporate partners and, when needed, our advisers. However, we cannot be certain that such agreements have been entered into with all relevant parties, and we cannot be certain that our trade secrets and other confidential proprietary information will not be disclosed or that competitors will not otherwise gain access to our trade secrets or independently develop substantially equivalent information and techniques. For example, any of these parties may breach the agreements and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. Such agreements may not be enforceable or may not provide meaningful protection for our trade secrets or other proprietary information in the event of unauthorized use or disclosure or other breaches of the agreements, and we may not be able to prevent such unauthorized disclosure, which could adversely impact our ability to establish or maintain a competitive advantage in the market. If we are required to assert our rights against such party, it could result in significant cost and distraction.

Monitoring unauthorized disclosure and detection of unauthorized disclosure is difficult, and we do not know whether the steps we have taken to prevent such disclosure are, or will be, adequate. If we were to enforce a claim that a third party had illegally obtained and was using our trade secrets, it would be expensive and time-consuming, and the outcome would be unpredictable. In addition, some courts both within and outside the United States may be less willing, or unwilling, to protect trade secrets. Further, we may need to share our trade secrets and confidential know-how with current or future partners, collaborators, contractors and others located in countries at heightened risk of theft of trade secrets, including through direct intrusion by private parties or foreign actors, and those affiliated with or controlled by state actors.

We also seek to preserve the integrity and confidentiality of our confidential proprietary information by maintaining physical security of our premises and physical and electronic security of our information technology systems, but it is possible that these security measures could be breached. If any of our confidential proprietary information were to be lawfully obtained or independently developed by a competitor or other third party, absent patent protection, we would have no right to prevent such competitor from using that technology or information to compete with us, which could harm our competitive position. If any of our trade secrets were to be disclosed to or independently discovered by a competitor or other third party, it could harm our business, financial condition, results of operations and prospects.

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We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information of third parties or that our employees have wrongfully used or disclosed alleged trade secrets of their former employers.

We have employed and expect to employ individuals who were previously employed at universities or other companies. Although we try to ensure that our employees, consultants, advisors and independent contractors do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that our employees, advisors, consultants or independent contractors have inadvertently or otherwise used or disclosed intellectual property, including trade secrets or other proprietary information of their former employers or other third parties, or to claims that we have improperly used or obtained such trade secrets. Litigation may be necessary to defend against these claims. If we fail in defending such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights and face increased competition to our business. A loss of key research personnel work product could hamper or prevent our ability to commercialize potential technologies and solutions, which could harm our business. Even if we are successful in defending against these claims, litigation could result in substantial costs and be a distraction to management.

In addition, while it is our policy to require our employees and contractors who may be involved in the conception or development of intellectual property to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with each party who, in fact, conceives or develops intellectual property that we regard as our own. The assignment of intellectual property rights may not be self-executing, or the assignment agreements may be breached, and we may be forced to bring claims against third parties, or defend claims that they may bring against us, to determine the ownership of what we regard as our intellectual property. Any of the foregoing could harm our business, financial condition, results of operations and prospects.

We may not be able to protect and enforce our trademarks and trade names, or build name recognition in our markets of interest thereby harming our competitive position.

The registered or unregistered trademarks or trade names that we own may be challenged, infringed, circumvented, declared generic, lapsed or determined to be infringing on or dilutive of other marks. We may not be able to protect our rights in these trademarks and trade names, which we need in order to build name recognition. In addition, third parties may in the future file for registration of trademarks similar or identical to our trademarks, thereby impeding our ability to build brand identity and possibly leading to market confusion. If they succeed in registering or developing common law rights in such trademarks, and if we are not successful in challenging such rights, we may not be able to use these trademarks to develop brand recognition of our technologies or platform. In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of our registered or unregistered trademarks or trade names. Further, we have and may in the future enter into agreements with owners of such third party trade names or trademarks to avoid potential trademark litigation which may limit our ability to use our trade names or trademarks in certain fields of business.

We have not yet registered certain of our trademarks in all of our potential markets. If we apply to register these trademarks in other countries, and/or other trademarks in the United States and other countries, our applications may not be allowed for registration in a timely fashion or at all; and further, our registered trademarks may not be maintained or enforced. In addition, opposition or cancellation proceedings may in the future be filed against our trademark applications and registrations, and our trademarks may not survive such proceedings. In addition, third parties may file first for our trademarks in certain countries. If they succeed in registering such trademarks, and if we are not successful in challenging such third party rights, we may not be able to use these trademarks to market our technologies in those countries. If we do not secure registrations for our trademarks, we may encounter more difficulty in enforcing them against third parties than we otherwise would. If we are unable to establish name recognition based on our trademarks and trade names, we may not be able to compete effectively, which could harm our business, financial condition, results of operations and prospects. And, over the long-term, if we are unable to establish name recognition based on our trademarks, then our marketing abilities may be materially and adversely impacted.

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We may be subject to claims challenging the inventorship of our patents and other intellectual property.

We or our licensors may be subject to claims that former employees, partners or other third parties have an interest in our or our in-licensed patents, trade secrets or other intellectual property as an inventor or co-inventor. Litigation may be necessary to defend against these and other claims challenging inventorship of our or our licensors’ ownership of our owned or in-licensed patents, trade secrets or other intellectual property. If we or our licensors fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such as exclusive ownership of, or right to use, intellectual property that is important to our systems, including our software, workflows, consumables, reagents, and transgenic animals. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees, and certain partners or partners may defer engaging with us until the particular dispute is resolved. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and prospects.

We may from time to time become involved in litigation and other proceedings related to intellectual property, which could be time-intensive and costly and may adversely affect our business, financial condition, results of operations and prospects.

There is a substantial amount of litigation, both within and outside the United States, involving patent and other intellectual property rights in the biotechnology, pharmaceutical and drug discovery industries, including patent infringement lawsuits, declaratory judgment litigation and adversarial proceedings before the USPTO, including interferences, derivation proceedings, ex parte reexaminations, post-grant review and inter partes review, as well as corresponding proceedings in foreign courts and foreign patent offices.

We are, and may, in the future, become involved with litigation or actions at the USPTO or foreign patent offices with various third parties. We expect that the number of such claims may increase as our business, visibility and partnership base expands, and as the level of competition in our industry increases. Any infringement claim, regardless of its validity, could harm our business by, among other things, resulting in time-consuming and costly litigation, diverting management’s time and attention from the development of the business, requiring the payment of monetary damages (including treble damages, attorneys’ fees, costs and expenses) or royalty payments, or result in potential or existing partners delaying entering into engagements with us pending resolution of the dispute.

It may be necessary for us to pursue litigation or adversarial proceedings before the patent office in order to enforce our patent and proprietary rights or to determine the scope, coverage and validity of the proprietary rights of others. The outcome of any such litigation might not be favorable to us, and even if we were to prevail, such litigation could result in substantial costs and diversion of resources and could have a material adverse effect on our business, operating results or financial condition.

Third parties may assert that we are employing their proprietary technology without authorization. Given that the therapeutics discovery field is a highly competitive areas, there may be third-party intellectual property rights that others believe could relate to our technologies. The legal threshold for initiating litigation or contested proceedings is low, so that even lawsuits or proceedings with a low probability of success might be initiated and require significant resources to defend. An unfavorable outcome in any such proceeding could require us to cease using the related technology or developing or commercializing our technology, or to attempt to license rights to it from the prevailing party, which may not be available on commercially reasonable terms, or at all.

Because patent applications can take many years to issue, there may be currently pending patent applications that may later result in issued patents that our current or future products, technologies and services may infringe. We cannot be certain that we have identified or addressed all potentially significant third-party patents in advance of an infringement claim being made against us. In addition, similar to what other companies in our industry have experienced, we expect our competitors and others may have patents or may in the future obtain patents and claim that making, having made, using, selling, offering to sell or importing our technologies infringes these patents. Defense of infringement and other claims, regardless of their merit, would involve substantial litigation expense and would be a substantial diversion of management and employee resources from our business. Parties making claims against us may be able to sustain the costs of complex patent litigation more effectively than we can because they have substantially

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greater resources. Parties making claims against us may be able to obtain injunctive or other relief, which could block our ability to develop, commercialize and sell products or services and could result in the award of substantial damages against us, including treble damages, attorney’s fees, costs and expenses if we are found to have willfully infringed. In the event of a successful claim of infringement against us, we may be required to pay damages and ongoing royalties and obtain one or more licenses from third parties, or be prohibited from selling certain products or services. We may not be able to obtain these licenses on acceptable or commercially reasonable terms, if at all, or these licenses may be non-exclusive, which could result in our competitors gaining access to the same intellectual property. In addition, we could encounter delays in product or service introductions while we attempt to develop alternative products or services to avoid infringing third-party patents or proprietary rights. Defense of any lawsuit or failure to obtain any of these licenses could prevent us from commercializing products or services, and the prohibition of sale of any of our technologies could materially affect our business and our ability to gain market acceptance for our technology.

Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. In addition, during the course of this kind of litigation, there could be public announcements of the results of hearings, motions or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our common stock.

In addition, our agreements with some of our partners, suppliers or other entities with whom we do business require us to defend or indemnify these parties to the extent they become involved in infringement claims, including the types of claims described above. We could also voluntarily agree to defend or indemnify third parties in instances where we are not obligated to do so if we determine it would be important to our business relationships. If we are required or agree to defend or indemnify third parties in connection with any infringement claims, we could incur significant costs and expenses that could adversely affect our business, financial condition, results of operations and prospects.

Any uncertainties resulting from the initiation and continuation of any litigation or administrative proceeding could have a material adverse effect on our ability to raise additional funds or otherwise have a material adverse effect on our business, results of operations, financial condition and prospects.

Obtaining and maintaining our patent protection depends on compliance with various required procedures, document submissions, fee payments and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.

Periodic maintenance fees, renewal fees, annuity fees and various other governmental fees on issued United States and most foreign patents and/or applications will be due to be paid to the USPTO and various governmental patent agencies outside of the United States at several stages over the lifetime of the patents and/or applications in order to maintain such patents and patent applications. We have systems in place to remind us to pay these fees, and we engage an outside service and rely on those services and our outside counsel to pay these fees. The USPTO and various non-U.S. governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other similar provisions during the patent application process. We employ reputable law firms and other professionals and services to help us comply, and in many cases, an inadvertent lapse can be cured by payment of a late fee or by other means in accordance with the applicable rules. However, there are situations in which non-compliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. Non-compliance events that could result in abandonment or lapse of a patent or patent application include failure to respond to official actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal documents. In such an event, if we or our licensors fail to maintain the patents and patent applications covering our technology and products, our competitors may be able to enter the market with similar or identical technology or products without infringing our patents and this circumstance would have a material adverse effect on our business, financial condition, results of operations and prospects.

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Patent terms may be inadequate to protect our competitive position on our technology for an adequate amount of time.

Patents have a limited lifespan. In the United States, if all maintenance fees are timely paid, the natural expiration of a patent is generally 20 years from its earliest U.S. non-provisional filing date. This term can be reduced by the filing of a terminal disclaimer. Some of our patents have terminal disclaimers. Various extensions may be available, but the life of a patent, and the protection it affords, is limited. Even if patents covering our platform or technology are obtained, once the patent life has expired, we may be open to competition from others. If our platform or technologies require extended development and/or regulatory review, patents protecting our platform or technologies might expire before or shortly after we are able to successfully commercialize them. As a result, our owned and licensed patent portfolio may not provide us with sufficient rights to exclude others from commercializing processes or technologies similar or identical to ours.

Our use of open source software could compromise our ability to offer our data packages and subject us to possible litigation.

We use open source software in connection with our technology and computational engine of our platform. Companies that incorporate open source software into their technologies and services have, from time to time, faced claims challenging their use of open source software and compliance with open source license terms. As a result, we could be subject to lawsuits by parties claiming ownership of what we believe to be open source software or claiming noncompliance with open source licensing terms. Some open source software licenses require users who distribute software containing open source software to publicly disclose all or part of the source code to the licensee’s software that incorporates, links or uses such open source software, and make available to third parties for no cost, any derivative works of the open source code created by the licensee, which could include the licensee’s own valuable proprietary code. While we monitor our use of open source software and try to ensure that none is used in a manner that would require us to disclose our proprietary source code or that would otherwise breach the terms of an open source agreement, such use could inadvertently occur, or could be claimed to have occurred, in part because open source license terms are often ambiguous. There is little legal precedent in this area and any actual or claimed requirement to disclose our proprietary source code or pay damages for breach of contract could harm our business and could help third parties, including our competitors, develop technologies that are similar to or better than ours. Any of the foregoing could harm our business, financial condition, results of operations and prospects.

Some of our intellectual property rights may have been discovered through government funded programs and thus may be subject to federal regulations such as “march-in” rights, certain reporting requirements and a preference for U.S.-based companies. Compliance with such regulations may limit our exclusive rights, and limit our ability to contract with non-U.S. manufacturers.

Some of our intellectual property rights may have been generated through the use of U.S. government funding and are therefore subject to certain federal regulations. As a result, the U.S. government may have certain rights to intellectual property embodied in our technology pursuant to the Bayh-Dole Act of 1980 (Bayh-Dole Act), and implementing regulations. These U.S. government rights in certain inventions developed under a government-funded program include a non-exclusive, non-transferable, irrevocable worldwide license to use inventions for any governmental purpose. In addition, the U.S. government has the right to require us or our licensors to grant exclusive, partially exclusive, or non-exclusive licenses to any of these inventions to a third party if it determines that: (i) adequate steps have not been taken to commercialize the invention; (ii) government action is necessary to meet public health or safety needs; or (iii) government action is necessary to meet requirements for public use under federal regulations (also referred to as “march-in rights”). The U.S. government also has the right to take title to these inventions if we, or the applicable licensor, fail to disclose the invention to the government and fail to file an application to register the intellectual property within specified time limits. These time limits have recently been changed by regulation, and may change in the future. Intellectual property generated under a government funded program is also subject to certain reporting requirements, compliance with which may require us or the applicable licensor to expend substantial resources. In addition, the U.S. government requires that any products embodying the subject invention or produced through the use of the subject invention be

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manufactured substantially in the United States. The manufacturing preference requirement can be waived if the owner of the intellectual property can show that reasonable but unsuccessful efforts have been made to grant licenses on similar terms to potential licensees that would be likely to manufacture substantially in the United States or that under the circumstances domestic manufacture is not commercially feasible. This preference for U.S. manufacturers may limit our ability to contract with non-U.S. product manufacturers for products covered by such intellectual property. To the extent any of our future intellectual property is generated through the use of U.S. government funding, the provisions of the Bayh-Dole Act may similarly apply.

General Risk Factors

Our employees, consultants and commercial partners may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements, and insider trading.

We are exposed to the risk of fraud or other misconduct by our employees, consultants and commercial partners. Misconduct by these parties could include intentional failures to comply with the applicable laws and regulations in the United States and abroad, report financial information or data accurately or disclose unauthorized activities to us. These laws and regulations may restrict or prohibit a wide range of pricing, discounting and other business arrangements. Such misconduct could result in legal or regulatory sanctions and cause serious harm to our reputation. It is not always possible to identify and deter employee misconduct, and any other precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses, or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to comply with these laws or regulations. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could result in the imposition of significant civil, criminal and administrative penalties, which could have a significant impact on our business. Whether or not we are successful in defending against such actions or investigations, we could incur substantial costs, including legal fees and divert the attention of management in defending ourselves against any of these claims or investigations.

We use biological and hazardous materials that require considerable expertise and expense for handling, storage and disposal and may result in claims against us.

We work with materials, including chemicals, biological agents and compounds that could be hazardous to human health and safety or the environment. Our operations also produce hazardous and biological waste products. Federal, state and local laws and regulations govern the use, generation, manufacture, storage, handling and disposal of these materials and wastes. We are subject to periodic inspections by state and federal authorities to ensure compliance with applicable laws. Compliance with applicable environmental laws and regulations is expensive, and current or future environmental laws and regulations may restrict our operations. If we do not comply with applicable regulations, we may be subject to fines and penalties.

In addition, we cannot eliminate the risk of accidental injury or contamination from these materials or wastes, which could cause an interruption of our commercialization efforts, research and development programs and business operations, as well as environmental damage resulting in costly clean-up and liabilities under applicable laws and regulations. In the event of contamination or injury, we could be liable for damages or penalized with fines in an amount exceeding our resources and our operations could be suspended or otherwise adversely affected. Furthermore, environmental laws and regulations are complex, change frequently and have tended to become more stringent. We cannot predict the impact of such changes and cannot be certain of our future compliance.

We are subject to U.S. and certain foreign export and import controls, sanctions, embargoes, anti-corruption laws and anti-money laundering laws and regulations. We could face criminal liability and other serious consequences for violations, which could harm our business.

We are subject to export control and import laws and regulations, including the U.S. Export Administration Regulations, U.S. Customs regulations, and various economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Controls, and anti-corruption and anti-money laundering laws and regulations, including the US Foreign Corrupt Practices Act of 1977,

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as amended, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the US Travel Act, the USA PATRIOT Act and other state and national anti-bribery and anti-money laundering laws in the countries in which we conduct activities. Anti-corruption laws are interpreted broadly and prohibit companies and their employees, agents, CROs, contractors and other collaborators and partners from authorizing, promising, offering, providing, soliciting or receiving, directly or indirectly, improper payments or anything else of value to or from recipients in the public or private sector. We may engage third parties for clinical trials outside of the United States, to sell our products abroad once we enter a commercialization phase, and/or to obtain necessary permits, licenses, patent registrations and other regulatory approvals. We have direct or indirect interactions with officials and employees of government agencies or government-affiliated hospitals, universities and other organizations. We can be held liable for the corrupt or other illegal activities of our employees, agents, CROs, contractors and other collaborators and partners, even if we do not explicitly authorize or have actual knowledge of such activities. We are also subject to other U.S. laws and regulations governing export controls, as well as economic sanctions and embargoes on certain countries and persons.

Any violations of the laws and regulations described above may result in substantial civil and criminal fines and penalties, imprisonment, the loss of export or import privileges, debarment, tax reassessments, breach of contract and fraud litigation, reputational harm and other consequences.

Unstable market and economic conditions may have serious adverse consequences on our business, financial condition and stock price.

From time to time, the global credit and financial markets have experienced extreme volatility and disruptions, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability. There can be no assurance that future deterioration in credit and financial markets and confidence in economic conditions will not occur. Our general business strategy may be adversely affected by any such economic downturn, volatile business environment or continued unpredictable and unstable market conditions. The financial markets and the global economy may also be adversely affected by the current or anticipated impact of military conflict, including the conflict between Russia and Ukraine, terrorism or other geopolitical events. Sanctions imposed by the United States and other countries in response to such conflicts, including the one in Ukraine, may also adversely impact the financial markets and the global economy, and any economic countermeasures by the affected countries or others could exacerbate market and economic instability. If the current equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult, more costly and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance and stock price. In addition, there is a risk that one or more of our current service providers, manufacturers and other partners may not survive an economic downturn, which could directly affect our ability to attain our operating goals on schedule and on budget.

We will incur significant increased costs as a result of operating as a standalone public company, and our management will be required to devote substantial time to new compliance initiatives.

As a standalone public company, we will incur significant legal, accounting, insurance and other expenses that we did not incur as a private company. We will be subject to the reporting requirements of the Exchange Act, which will require, among other things, that we file with the SEC annual, quarterly and current reports with respect to our business and financial condition. In addition, Sarbanes-Oxley, as well as rules subsequently adopted by the SEC and Nasdaq to implement provisions of Sarbanes-Oxley, impose significant requirements on public companies, including requiring establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. Further, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC has adopted additional rules and regulations in these areas, such as mandatory “say on pay” voting requirements that will apply to us when we cease to be an emerging growth company. Stockholder activism, the current political environment and the current high level of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and impact the manner in which we operate our business in ways we cannot currently anticipate.

We expect the rules and regulations applicable to public companies to substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly. If these

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requirements divert the attention of our management and personnel from other business concerns, they could have a material adverse effect on our business, financial condition and results of operations. The increased costs will decrease our net income or increase our net loss, and may require us to reduce costs in other areas of our business or increase the prices of our products or services. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantial costs to maintain the same or similar coverage. We cannot predict or estimate the amount or timing of additional costs we may incur to respond to these requirements. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. Securities and industry analysts do not currently, and may never, publish research on our company. If no securities or industry analysts commence coverage of our company, the trading price for our common stock would likely be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover us downgrades our common stock or publishes inaccurate or unfavorable research about our business, our stock price may decline. If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our shares could decrease, which might cause our stock price and trading volume to decline.

We have identified material weaknesses in our internal control over financial reporting. If we fail to establish and maintain proper and effective internal control over financial reporting, our operating results and our ability to operate our business could be harmed.

Management has concluded that our procedures and internal controls over financial reporting were not effective as of December 31, 2020, due solely to a material weakness in internal controls over financial reporting related to recording transactions between us and Ligand. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented, or detected and corrected on a timely basis. Management identified an error in the accumulation of information for the preparation of the carve-out financial statements. The errors resulted in a $7.0 million understatement of accounts receivable, net, as well as a $7.0 million overstatement of cash flows from operating activities, and a $7.0 million understatement of cash flows from financing activities. As a result of the errors, management restated the financial statements at December 31, 2020 and 2019 and the years then ended. See Note (2), Restatement of Previously Issued Combined Financial Statements in OmniAb’s combined financial statements included in this proxy statement/prospectus/information statement.

In connection with the recent restatement of APAC’s financial statements, APAC’s management has concluded that its disclosure controls and procedures were not effective as of June 30, 2022 and December 31, 2021 due to a material weakness in internal control over financial reporting solely related to its accounting for complex financial instruments. If APAC is unable to maintain an effective system of disclosure controls and procedures and internal control over financial reporting, it may not be able to accurately report its financial results in a timely manner, which may adversely affect investor confidence in APAC and materially and adversely affect its business and financial results.

As previously disclosed in APAC’s Current Report on Form 8-K filed with the SEC on December 1, 2021, after consultation with its independent registered public accounting firm, APAC’s management team and its audit committee concluded that it was appropriate to restate its previously issued audited balance sheet as of August 12, 2021 (the “Audited Balance Sheet”) included as Exhibit 99.1 to its Current Report on Form 8-K filed with the SEC on August 18, 2021 and APAC’s unaudited and interim financial statements as of and for the three months ended September 30, 2021 contained in APAC’s Quarterly Report on Form 10-Q filed with the SEC on November 10, 2021 (the “Q3 Form 10-Q”). Accordingly, on January 12, 2022 and January 28, 2022, APAC filed Amendment No. 1 to the Q3 Form 10-Q and a restated Audited Balance Sheet, respectively. As part of such process, APAC identified a material weakness in its internal control over financial reporting, solely related to its accounting for complex financial instruments.

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Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness, including implementing changes to our process for preparing the carve-out financial statements. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

Upon completion of the Distribution and Merger, we will become subject to certain reporting requirements of the Exchange Act. Our disclosure controls and procedures are designed to reasonably assure that information required to be disclosed by us in reports we file or submit under the Exchange Act is accumulated and communicated to management, recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements or insufficient disclosures due to error or fraud may occur and not be detected.

Risks Related to the Business Combination and APAC

APAC has no operating history and its results of operations and those of OmniAb may differ significantly from the unaudited pro forma financial data included in this proxy statement/prospectus/information statement.

APAC is a blank check company, and it has no operating history or results.

This proxy statement/prospectus/information statement includes unaudited pro forma combined financial statements for APAC and OmniAb. The unaudited pro forma combined balance sheet as of June 30, 2022 and December 31, 2021 combines the unaudited balance sheet of APAC as of June 30, 2022 and December 31, 2021, and the unaudited combined balance sheet of the OmniAb Business as of June 30, 2022 and December 31, 2021 on a pro forma basis as if the Business Combination had been consummated on June 30, 2022. The unaudited statement of operations for the three and six months ended June 30, 2022 combines the unaudited statement of operations of APAC for the three and six months ended June 30, 2022 and the unaudited consolidated statement of operations of the OmniAb Business for the three and six months ended June 30, 2022 on a pro forma basis as if the Business Combination had been consummated on June 30, 2022. The unaudited statement of operations as of December 31, 2021 combines the audited statement of operations of APAC for the period from February 5, 2021 (inception) through December 31, 2021 and the audited consolidated statement of operations of the OmniAb Business for the year ended December 31, 2021 on a pro forma basis as if the Business Combination had been consummated on December 31, 2021.

The unaudited pro forma combined financial information is based upon, and should be read together with the accompanying notes to the unaudited pro forma combined financial statements, the audited financial statements of APAC and related notes, the OmniAb audited consolidated financial statements and related notes, the sections of this proxy statement/prospectus/information statement entitled “APAC Management’s Discussion and Analysis of Financial Condition and Results of Operations” “OmniAb Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement/prospectus/information statement. The unaudited pro forma combined financial information has been presented for informational purposes only and is not necessarily

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indicative of what OmniAb’s financial position or results of operations would have been had the Business Combination and related transactions been completed as of the dates indicated. In addition, the unaudited pro forma combined financial information does not purport to project the future financial position or operating results of the combined company following the consummation of the Business Combination. For more information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information of APAC and OmniAb.”

The Sponsor has agreed to vote in favor of the Business Combination, regardless of how APAC’s public shareholders vote.

Unlike some other blank check companies in which the initial shareholders agree to vote their founder shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor and each director of APAC have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby. As of the date of this proxy statement/prospectus/information statement, the Sponsor (including APAC’s directors) owns 20% of the issued and outstanding ordinary shares of APAC.

APAC may not be able to complete the Business Combination or any other business combination within the prescribed time frame, in which case APAC would cease all operations, except for the purpose of winding up, and APAC would redeem the APAC Class A Ordinary Shares and liquidate.

If APAC does not complete an initial business combination by February 12, 2023, it must cease operation and redeem 100% of the outstanding APAC Class A Ordinary Shares. APAC may not be able to consummate the Business Combination or any other business combination by such date. If APAC has not completed any initial business combination by such date (or if such date is extended at a duly called extraordinary general meeting, such later date), it will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the APAC Class A Ordinary Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding APAC Class A Ordinary Shares, which redemption will completely extinguish the rights of holders of APAC Class A Ordinary Shares as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of APAC’s remaining shareholders and the APAC Board, dissolve and liquidate, subject in each case to APAC’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Since the Sponsor and APAC’s directors and executive officers have interests that are different, or in addition to (and which may conflict with), the interests of our shareholders, a conflict of interest may have existed in determining whether the Business Combination with OmniAb is appropriate as our initial business combination. Such interests include that Sponsor will lose its entire investment in us if our business combination is not completed.

When you consider the recommendation of the APAC Board in favor of approval of the Business Combination Proposal, you should keep in mind that the Sponsor and APAC’s directors and officers have interests in such proposal that are different from, or in addition to, those of APAC shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

Prior to APAC’s initial public offering, the Sponsor purchased 5,750,000 APAC Class B Ordinary Shares for an aggregate purchase price of $25,000, or approximately $0.004 per share, and Sponsor later transferred 35,000 APAC Class B Ordinary Shares to each of William E. Klitgaard, Lâle White and Wendel Barr, each of whom serve on the APAC Board, for no consideration, resulting in an aggregate 5,750,000 Class B Ordinary Shares issued and outstanding, 5,645,000 of which are held by the Sponsor, and 105,000 of which, in the aggregate, are held by our directors. If APAC does not consummate a business combination by February 12, 2023 (or if such date is extended at a duly called extraordinary general meeting, such later date), it would cease all operations except for the purpose of winding up, redeeming all of the outstanding public shares for cash and, subject to the approval of its remaining shareholders and the APAC Board, dissolving and liquidating, subject in each case to its obligations under the Cayman Islands Companies Act

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to provide for claims of creditors and the requirements of other applicable law. In such event, the 5,750,000 APAC Class B Ordinary Shares collectively owned by the Sponsor and three members of the APAC Board (William E. Klitgaard, Lâle White and Wendel Barr) would be worthless because following the redemption of the public shares, APAC would likely have few, if any, net assets and because the Sponsor and APAC’s directors and officers have agreed to waive their respective rights to liquidating distributions from the trust account in respect of any APAC Class A Ordinary Shares and APAC Class B Ordinary Shares held by it or them, as applicable, if APAC fails to complete a business combination within the required period. Additionally, in such event, the 8,233,333 APAC Private Placement Warrants purchased by the Sponsor simultaneously with the consummation of APAC’s initial public offering for an aggregate purchase price of $12,350,000 will also expire worthless. Certain of APAC’s directors, including William E. Klitgaard, Lâle White and Wendel Barr, each also own 35,000 APAC Class B Ordinary Shares. The 5,750,000 shares of New OmniAb Common Stock into which the 5,750,000 APAC Class B Ordinary Shares collectively held by the Sponsor, William E. Klitgaard, Lâle White and Wendel Barr will automatically convert in connection with the Merger (including after giving effect to the Domestication), if unrestricted and freely tradable, would have had an aggregate market value of $[•] based upon the closing price of $[•] per public share on Nasdaq on [•], 2022, the most recent practicable date prior to the date of this proxy statement/prospectus/information statement. The 8,233,333 New OmniAb Warrants into which the 8,233,333 APAC Private Placement Warrants held by the Sponsor will automatically convert in connection with the Merger (including after giving effect to the Domestication), if unrestricted and freely tradable, would have had an aggregate market value of $[•] based upon the closing price of $[•] per public warrant on Nasdaq on [•], 2022, the most recent practicable date prior to the date of this proxy statement/prospectus/information statement.

As a result of the low initial purchase price (consisting of $25,000 for the 5,750,000 APAC Class B Ordinary Shares, or approximately $0.004 per share, and $12,350,000 for the Private Placement Warrants), the Sponsor, its affiliates and APAC’s management team and advisors stand to earn a positive rate of return or profit on their investment, even if other shareholders, such as APAC’s public shareholders, experience a negative rate of return because the post-business combination company subsequently declines in value. Thus, the Sponsor, our officers and directors, and their respective affiliates may have more of an economic incentive for us to, rather than liquidate if we fail to complete our initial business combination by February 12, 2023, enter into an initial business combination on potentially less favorable terms with a potentially less favorable, riskier, weaker-performing or financially unstable business, or an entity lacking an established record of revenues or earnings, than would be the case if such parties had paid the full offering price for their Class B ordinary shares.

Pursuant to the Original Forward Purchase Agreement, the Sponsor agreed to purchase 10,000,000 APAC Class A Ordinary Shares, plus an aggregate of 3,333,333 redeemable warrants to purchase one APAC Class A Ordinary Share at $11.50 per share, for an aggregate purchase price of $100,000,000, or $10.00 per APAC Class A Ordinary Share, in a private placement to occur concurrently with the closing of APAC’s initial business combination. On March 23, 2022, the Forward Purchase Agreement was amended and restated in its entirety by the A&R FPA in connection with the Business Combination. Pursuant to the A&R FPA, APAC has agreed that it will issue and sell to the Sponsor 1,500,000 shares of New OmniAb Common Stock and warrants to acquire 1,666,667 shares of New OmniAb Common Stock for an aggregate purchase price of $15,000,000 with such purchases to be consummated immediately following the Domestication and prior to the Merger. In addition to the Forward Purchase, the Sponsor has agreed to purchase up to an additional 10,000,000 shares of New OmniAb Common Stock and up to an additional 1,666,667 New OmniAb Warrants, for an aggregate additional purchase price of up to $100,000,000, in order to backstop shareholder redemptions to the extent such redemptions would result in the cash proceeds available to New OmniAb from APAC’s trust account being less than $100,000,000 as of immediately prior

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to the Closing. The A&R FPA also provides that, in the event the Merger Agreement is terminated by Ligand under circumstances in which the Termination Fee would be payable thereunder, Ligand shall pay the Sponsor a termination fee of $12,500,000 in connection therewith.

Joshua Tamaroff is expected to be a director of APAC after the consummation of the Business Combination. As such, in the future, Joshua Tamaroff may receive fees for their service as director, which may consist of cash or stock-based awards, and any other remuneration that the New OmniAb Board determines to pay to its non-employee directors.

In the event that APAC fails to consummate a business combination within the prescribed time frame (pursuant to the Cayman Constitutional Documents), or upon the exercise of a redemption right in connection with the Business Combination, APAC will be required to provide for payment of claims of creditors that were not waived that may be brought against APAC within the ten years following such redemption. In order to protect the amounts held in APAC’s trust account, the Sponsor has agreed that it will be liable to APAC if and to the extent any claims by a third party (other than APAC’s independent registered public accounting firm) for services rendered or products sold to APAC, or a prospective target business with which APAC has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.25 per public share or (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case, net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under the indemnity of the underwriters of APAC’s initial public offering against certain liabilities, including liabilities under the Securities Act.

Commencing on the effective date of the prospectus/information statement filed in connection with our initial public offering, we agreed to reimburse our Sponsor for out-of-pocket expenses through the completion of the Business Combination or APAC’s liquidation.

The Sponsor, or an affiliate of the Sponsor, has advanced funds to APAC for working capital purposes, including $750,000 as of June 5, 2022. These outstanding advances have been documented in a promissory note, dated March 14, 2022 (the “Promissory Note”) issued by APAC to the Sponsor, pursuant to which APAC may borrow up to $750,000 from the Sponsor (including those amounts which are currently outstanding). The Promissory Note is non-interest bearing, unsecured and due and payable in full on the earlier of the date APAC consummates its initial business combination and the date that winding up of APAC is effective. If APAC does not complete its initial business combination within the required period, it may use a portion of its working capital held outside the trust account to repay such advances and any other working capital advances made to APAC, but no proceeds held in the trust account would be used to repay

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such advances and any other working capital advances made to APAC, and such related party may not be able to recover the value it has loaned to APAC and any other working capital advances it may make.

In addition, APAC’s executive officers and directors, or any of their respective affiliates, including the Sponsor and other entities affiliated with APAC and the Sponsor, are entitled to reimbursement of any out-of-pocket expenses incurred by them in connection with activities on APAC’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf. However, if APAC fails to consummate a business combination by February 12, 2023, they will not have any claim against the trust account for reimbursement. APAC’s officers and directors, and their affiliates, expect to incur (or guaranty) approximately $[•] of transaction expenses (excluding the deferred underwriting commissions being held in the trust account). Accordingly, APAC may not be able to reimburse these expenses if the Business Combination or another business combination, is not completed by such date.

Pursuant to the A&R Registration Rights Agreement, the Sponsor will have customary registration rights, including shelf registration and piggy-back rights, subject to cooperation and cut-back provisions with respect to the shares of New OmniAb Common Stock and warrants held by such parties following the consummation of the Business Combination.

The personal and financial interests of the Sponsor as well as the APAC Board and officers may have influenced their motivation in identifying and selecting OmniAb as a business combination target, completing an initial business combination with OmniAb and influencing the operation of the business following the initial business combination. In considering the recommendations of the APAC Board to vote for the proposals, its shareholders should consider these interests.

Credit Suisse may have a potential conflict of interest regarding the Business Combination.

In mid-2021, Credit Suisse Securities (USA) LLC (“Credit Suisse”) began advising Ligand in connection with Ligand’s consideration of alternatives regarding the potential separation of OmniAb from Ligand’s other businesses. Credit Suisse served as underwriter in APAC’s IPO, and, upon consummation of the Business Combination, Credit Suisse will be entitled to receive 50% of the $8,050,000 of the aggregate deferred underwriting commission payable pursuant to the terms of the underwriting agreement between APAC and Credit Suisse entered into in connection with APAC’s IPO (the “Underwriting Agreement”). The Underwriting Agreement provided that APAC management has the right, in its sole discretion, to allocate the payment of 50% of the deferred underwriting commissions to third parties that did not participate in the IPO (but who are members of FINRA) that assist APAC in identifying and consummating a business combination. APAC has determined that no third parties will receive any payments of the remaining 50% of the deferred underwriting commissions, and Credit Suisse has waived any entitlement to such fees. Credit Suisse has performed all of its obligations under the Underwriting Agreement to be entitled to receive the deferred underwriting commissions, subject to the condition that the Business Combination is consummated. Credit Suisse, as underwriter of the IPO, has also agreed to waive its rights to the deferred underwriting commission held in the trust account in the event APAC does not complete an initial business combination prior to February 12, 2023. Accordingly, if the Business Combination, or any other initial business combination, is not consummated by that time, and APAC is therefore required to be liquidated, Credit Suisse will not receive any of the deferred underwriting commission, and such funds will be returned to APAC’s public shareholders upon its liquidation.

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In April 2022, Credit Suisse and Ligand executed an agreement related to their financial and capital markets advisory relationship that began in June 2021, which was amended in August 2022 to reflect OmniAb’s status as a party (as amended, the “April 2022 Agreement”). Credit Suisse is entitled to receive advisory fees of up to $3.4 million (the “Advisory Fee”) under the April 2022 Agreement. The April 2022 Agreement provides that $3.0 million of the Advisory Fee will be fully offset by payment of the deferred underwriting commission (to the extent paid by APAC to Credit Suisse) and also provides that Ligand and OmniAb will pay Credit Suisse the remaining $0.4 million of the Advisory Fee. Upon completion of the Business Combination, the aggregate fees payable to Credit Suisse will be up to $4.425 million, consisting of $4.025 million, or 50% of the deferred underwriting commission, from the APAC initial public offering and the $0.4 million from the Advisory Fee. If the Underwriting Fee was not partially creditable against the Advisory Fee, the aggregate fees payable to Credit Suisse would be up to $7.425 million. There are no additional fees paid, due or anticipated to be due in connection with Credit Suisse's advisory role to Ligand and OmniAb in Ligand’s previously contemplated separation transaction prior to Credit Suisse's engagement by Ligand and OmniAb in connection with the Business Combination.

Ligand and OmniAb decided to retain Credit Suisse as their financial and capital markets advisor based primarily on Credit Suisse’s extensive knowledge of the industry in which OmniAb operates, its strong market position in biotech initial public offerings and financing generally, and its experienced and capable investment banking teams. In addition, the team’s experience as an advisor in SPAC business combinations was considered when retaining Credit Suisse. In evaluating whether to retain Credit Suisse, the Ligand Board was aware of the potential conflict of interest related to Credit Suisse’s role as the sole Book-Running Manager for APAC’s initial public offering but understood that Credit Suisse would act solely as Ligand's and OmniAb’s advisor and would not advise the APAC Board with respect to the Business Combination.

The exercise of APAC’s directors’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in APAC’s shareholders’ best interest.

In the period leading up to the Closing, events may occur that, pursuant to the Merger Agreement, would require APAC to agree to amend the Merger Agreement, to consent to certain actions taken by OmniAb or to waive rights to which APAC is entitled to under the Merger Agreement. Such events could arise because of changes in the course of OmniAb’s business or a request by OmniAb to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement. In any of such circumstances, it would be at APAC’s discretion to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors described in the preceding risk factors (and described elsewhere in this proxy statement/prospectus/information statement) may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is best for APAC and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus/information statement, APAC does not believe there will be any changes or waivers that APAC’s directors and executive officers would be likely to make after shareholder approval of the Business Combination Proposal has been obtained. While certain changes could be made without further shareholder approval, APAC will circulate a new or amended proxy statement/prospectus/information statement and resolicit APAC’s shareholders if changes to the terms of the transaction that would have a material impact on its shareholders are required prior to the vote on the Business Combination Proposal.

APAC and OmniAb will incur significant transaction and transition costs in connection with the Business Combination.

APAC and OmniAb have both incurred and expect to incur significant, non-recurring costs in connection with consummating the Business Combination and operating as a public company following the consummation of the Business Combination. APAC and OmniAb may also incur additional costs to retain key employees. Certain transaction expenses incurred in connection with the Merger Agreement (including the Business Combination), including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid by APAC following the closing of the Business Combination. We

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estimate transaction expenses (including deferred underwriting fees) incurred by APAC and OmniAb will be $12.025 million and $9.2 million, respectively.

Legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent the completion of the business combination.

In connection with business combination transactions similar to the proposed Business Combination, it is not uncommon for lawsuits to be filed against the parties and/or their respective directors and officers alleging, among other things, that the proxy statement/prospectus/information statement provided to shareholders contains false and misleading statements and/or omits material information concerning the transaction. Although no such lawsuits have yet been filed in connection with the Business Combination, it is possible that such actions may arise and, if such actions do arise, they generally seek, among other things, injunctive relief and an award of attorneys’ fees and expenses. Defending such lawsuits could require OmniAb and APAC to incur significant costs and draw the attention of OmniAb’s and APAC’s management teams away from the consummation of the Business Combination. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time the Business Combination is consummated may adversely affect the combined company’s business, financial condition, results of operations and cash flows. Such legal proceedings could delay or prevent the Business Combination from being consummated within the expected timeframe.

The announcement of the proposed Business Combination could disrupt OmniAb’s relationships with its customers, suppliers, business partners and others, as well as its operating results and business generally.

Risks relating to the impact of the announcement of the Business Combination on OmniAb’s business include the following:

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its employees may experience uncertainty about their future roles, which might adversely affect OmniAb’s ability to retain and hire key personnel and other employees;

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customers, suppliers, business partners and other parties with which OmniAb maintains business relationships may experience uncertainty about its future and seek alternative relationships with third parties, seek to alter their business relationships with OmniAb or fail to extend an existing relationship with OmniAb; and

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OmniAb has expended and will continue to expend significant costs, fees and expenses for professional services and transaction costs in connection with the proposed Business Combination.

If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact the combined company’s results of operations and cash available to fund its business.

Subsequent to consummation of the Business Combination, we may be exposed to unknown or contingent liabilities and may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our share price, which could cause you to lose some or all of your investment.

We cannot assure you that the due diligence conducted in relation to OmniAb and the OmniAb Business has identified all material issues or risks associated with OmniAb or the industry in which it competes.

Furthermore, we cannot assure you that factors outside of OmniAb’s and our control will not later arise. As a result of these factors, we may be exposed to liabilities and incur additional costs and expenses and we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence has identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. If any of these risks materialize, this could have a material adverse effect on the combined company’s financial condition and results of operations and could contribute to negative market perceptions about our securities or the combined company. Additionally, we have no indemnification rights against Ligand or its stockholders under the Merger Agreement, and all of the purchase price consideration will be delivered at the Closing to Ligand’s stockholders.

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Accordingly, any shareholders or warrant holders of APAC who choose to remain New OmniAb stockholders or warrant holders following the Business Combination could suffer a reduction in the value of their shares, warrants and units. Such shareholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our directors or officers of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the registration statement or proxy statement/prospectus/information statement relating to the Business Combination contained an actionable material misstatement or material omission.

Investors may not have the same benefits as an investor in an underwritten public offering.

APAC is already a publicly traded company. Therefore, the Business Combination and the transactions described in this proxy statement/prospectus/information statement are not an underwritten initial public offering of our securities and differ from an underwritten initial public offering in several significant ways, which include, but are not limited to, the following:

Like other business combinations and spin-offs, in connection with the Business Combination, investors will not receive the benefits of the diligence performed by the underwriters in an underwritten public offering. Investors in an underwritten public offering may benefit from the role of the underwriters in such an offering. In an underwritten public offering, an issuer initially sells its securities to the public market via one or more underwriters, who distribute or resell such securities to the public. Underwriters have liability under the U.S. securities laws for material misstatements or omissions in a registration statement pursuant to which an issuer sells securities. Because the underwriters have a “due diligence” defense to any such liability by, among other things, conducting a reasonable investigation, the underwriters and their counsel conduct a due diligence investigation of the issuer. Due diligence entails engaging legal, financial and/or other experts to perform an investigation as to the accuracy of an issuer’s disclosure regarding, among other things, its business and financial results. Auditors of the issuer will also deliver a “comfort” letter with respect to the financial information contained in the registration statement. In making their investment decision, investors have the benefit of such diligence in underwritten public offerings. Our investors must rely on the information in this proxy statement/prospectus/information statement and will not have the benefit of an independent review and investigation of the type normally performed by an independent underwriter in a public securities offering. While sponsors, private investors and management in a business combination undertake a certain level of due diligence, it is not necessarily the same level of due diligence undertaken by an underwriter in a public securities offering and, therefore, there could be a heightened risk of an incorrect valuation of our business or material misstatements or omissions in this proxy statement/prospectus/information statement.

In addition, because there are no underwriters engaged in connection with the Business Combination, prior to the opening of trading on Nasdaq on the trading day immediately following the Closing, there will be no traditional “roadshow” or book building process, and no price at which underwriters initially sold shares to the public to help inform efficient and sufficient price discovery with respect to the initial post-closing trades on Nasdaq. Therefore, buy and sell orders submitted prior to and at the opening of initial post-closing trading of our securities will not have the benefit of being informed by a published price range or a price at which the underwriters initially sold shares to the public, as would be the case in an underwritten initial public offering. There will be no underwriters assuming risk in connection with an initial resale of our securities or helping to stabilize, maintain or affect the public price of our securities following the Closing. Moreover, we will not engage in, and have not and will not, directly or indirectly, request financial advisors to engage in, any special selling efforts or stabilization or price support activities in connection with our securities that will be outstanding immediately following the Closing. In addition, since we will become public through a merger, securities analysts of major brokerage firms may not provide coverage of us since there is no incentive to brokerage firms to recommend the purchase of our common stock. No assurance can be given that brokerage firms will, in the future, want to conduct any offerings on our behalf. All of these differences from an underwritten public offering of our securities could result in a more volatile price for our securities.

Further, since there will be no traditional “roadshow,” there can be no guarantee that any information made available in this proxy statement/prospectus/information statement and/or otherwise disclosed or filed with the SEC will have the same impact on investor education as a traditional “roadshow” conducted in connection with an underwritten initial public offering. As a result, there may not be efficient or sufficient

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price discovery with respect to the securities or sufficient demand among potential investors immediately after the Closing, which could result in a more volatile price for the securities.

In addition, the Sponsor, certain members of the APAC Board and its officers, as well as their respective affiliates and permitted transferees, have interests in the Business Combination that are different from or are in addition to those of holders of our securities following completion of the Business Combination, and that would not be present in an underwritten public offering of our securities. Such interests may have influenced the APAC Board in making their recommendation that APAC shareholders vote in favor of the approval of the Business Combination and the other proposals described in this proxy statement/prospectus/information statement. See the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — Interests of APAC’s Directors and Executive Officers in the Business Combination.”

Such differences from an underwritten public offering may present material risks to unaffiliated investors that would not exist if we became a publicly listed company through an underwritten initial public offering instead of upon completion of the Business Combination.

The historical financial results of OmniAb and unaudited pro forma financial information included elsewhere in this proxy statement/prospectus/information statement may not be indicative of what APAC’s actual financial position or results of operations would have been.

The historical financial results of OmniAb included in this proxy statement/prospectus/information statement do not reflect the financial condition, results of operations or cash flows they would have achieved as a standalone company during the periods presented or those the combined company will achieve in the future. This is primarily the result of the following factors: (i) the combined company will incur additional ongoing costs as a result of the Business Combination, including costs related to public company reporting, investor relations and compliance with the Sarbanes-Oxley Act; and (ii) the combined company’s capital structure will be different from that reflected in OmniAb’s historical financial statements. The combined company’s financial condition and future results of operations will be materially different from amounts reflected in APAC’s historical financial statements included elsewhere in this proxy statement/prospectus/information statement, so it may be difficult for investors to compare the combined company’s future results to historical results or to evaluate its relative performance or trends in its business.

Similarly, the unaudited pro forma financial information in this proxy statement/prospectus/information statement is presented for illustrative purposes only and has been prepared based on a number of assumptions including, but not limited to, APAC being treated as the “acquired” company for financial reporting purposes in the Business Combination and the number of APAC Class A Ordinary Shares that are redeemed in connection with the Business Combination. Accordingly, such pro forma financial information may not be indicative of the combined company’s future operating or financial performance and APAC’s actual financial condition and results of operations may vary materially from APAC’s pro forma results of operations and balance sheet contained elsewhere in this proxy statement/prospectus/information statement, including as a result of such assumptions not being accurate. See “Unaudited Pro Forma Condensed Combined Financial Information of APAC and OmniAb.”

The calculation of the number of shares of New OmniAb to be issued to OmniAb stockholders in the transactions will not be adjusted if there is a change in the value of OmniAb before the Business Combination is completed.

The number of shares of New OmniAb Common Stock to be issued to OmniAb’s stockholders (as of immediately after consummation of the Distribution) in the transactions will not be adjusted if there is a change in the value of OmniAb before the closing of the transactions. As a result, the actual value of the New OmniAb Common Stock to be received by OmniAb’s stockholders (as of immediately after consummation of the Distribution) in the transactions will depend on the value of such shares at and after the closing of the Business Combination. Additionally, if the percentage of outstanding shares of New OmniAb Common Stock to be received by OmniAb’s stockholders (as of immediately after consummation of the Distribution) is less than 50.1% of all of the outstanding stock of APAC (subject to certain exceptions and qualifications), then Ligand may be entitled to contribute additional capital to OmniAb that will be converted into shares of New OmniAb Common Stock pursuant to the Merger Agreement and dilute the percentage interest of APAC shareholders.

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Neither OmniAb stockholders nor APAC’s shareholders will be entitled to appraisal rights in connection with the transactions.

Appraisal rights are statutory rights that, if applicable under law, enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction. Neither OmniAb stockholders nor APAC’s shareholders are entitled to appraisal rights in connection with the Business Combination.

The Business Combination is subject to the satisfaction or waiver of certain conditions, which may not be satisfied or waived on a timely basis, if at all.

The consummation of the Business Combination is subject to customary closing conditions for transactions involving special purpose acquisition companies, including, among others:

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the expiration or termination of the waiting period under the HSR Act;

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receipt of required consents and approvals from certain governmental authorities;

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no agreement between Ligand or APAC and any governmental authority pursuant to which Ligand or APAC has agreed not to consummate the Business Combination shall have been effected;

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no governmental authority of competent jurisdiction shall have enacted, issued or granted any law (whether temporary, preliminary or permanent), in each case that is in effect and which has the effect of restraining, enjoining or prohibiting the consummation of the transaction;

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APAC shall have at least $5,000,001 of net tangible assets as of the Closing;

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the New OmniAb Common Stock issuable pursuant to the Business Combination shall have been approved for listing on Nasdaq, subject to official notice of issuance;

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Ligand, OmniAb, APAC and Merger Sub shall each have performed and complied in all material respects with the obligations, covenants and agreements required by the Merger Agreement to be performed or complied with by it at or prior to filing, or a later date as agreed to by the parties;

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customary bring down conditions related to the accuracy of the parties’ respective representations, warranties and pre-Closing covenants in the Merger Agreement;

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the consummation of the Distribution, Reorganization and other transactions contemplated by the Separation Agreement shall have occurred;

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each of APAC’s and OmniAb’s registration statements to be filed with the United States Securities and Exchange Commission shall have become effective;

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APAC’s shareholder approval; and

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the receipt by Ligand and APAC of certain tax opinions.

Additionally, APAC’s obligation to consummate the Business Combination is also subject to there having been no “Material Adverse Effect” on OmniAb since the date of the Merger Agreement. To the extent permitted under applicable law, the foregoing conditions, including the conditions in the Merger Agreement related to the receipt by Ligand and APAC of certain tax opinions, may be waived by the applicable party or parties in writing. To the extent that the APAC Board or the Ligand Board determines that any modifications by the parties, including any waivers of any conditions to the Closing, materially change the terms of the Business Combination, APAC and Ligand will notify their respective stockholders in a manner reasonably calculated to inform them about the modifications as may be required by law, by publishing a press release, filing a current report on Form 8-K and/or circulating a supplement to this proxy statement/prospectus/information statement.

Additionally, the obligations of OmniAb to consummate or cause to be consummated the Business Combination is subject to the satisfaction of the following additional conditions, any one (1) or more of which may be waived in writing by the OmniAb, among other things:

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the completion of the Forward Purchase and the Redemption Backstop;

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the resignation of all directors and all executive officers of APAC; and

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the occurrence of the Domestication.

See “Shareholder Proposal No. 1 — The Business Combination Proposal — Summary of the Merger Agreement — Conditions to Closing” for additional information.

APAC did not obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination.

The APAC Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. The officers and directors of APAC, including APAC’s co-founder, Mr. Burgstahler, have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of APAC’s other advisors, enabled them to perform the necessary analyses and make determinations regarding the Business Combination. As a result, APAC’s shareholders will be relying solely on the judgment of the APAC Board, taking into account the information and advice received from APAC’s management, in valuing OmniAb, and assuming the risk that the APAC Board may not have properly valued such businesses. The lack of a third-party valuation or fairness opinion may also lead an increased number of APAC’s shareholders to vote against the proposed Business Combination or demand redemption of their shares for cash.

Following the consummation of the Business Combination, our only significant asset will be our ownership interest in OmniAb, and such ownership may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on New OmniAb Common Stock or satisfy our other financial obligations.

Following the consummation of the Business Combination, we will have no direct operations and no significant assets other than our ownership of OmniAb. Our investors and the stockholders of OmniAb immediately prior to the Business Combination will become stockholders of New OmniAb. We will depend on OmniAb for distributions, loans and other payments to generate the funds necessary to meet our financial obligations, including our expenses as a publicly traded company and to pay any dividends with respect to New OmniAb Common Stock. The financial condition and operating requirements of OmniAb may limit our ability to obtain cash from OmniAb. The earnings from, or other available assets of, OmniAb may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on New OmniAb Common Stock or satisfy our other financial obligations.

This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon our financial condition and results of operations.

We have no specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a business combination with which a substantial majority of our shareholders do not agree.

As provided in the Cayman Constitutional Documents, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). As a result, we may be able to complete the Business Combination even though a substantial majority of APAC’s public shareholders do not agree with the transaction and have redeemed their shares. However, each redemption of APAC’s public shares by APAC’s public shareholders will reduce the amount in our trust account.

The Sponsor, directors, executive officers, advisors and their affiliates may elect to purchase shares or warrants from public shareholders prior to the consummation of the Business Combination, which may influence the vote on the Business Combination and reduce the public “float” of our securities.

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to engage in any such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares or warrants in such transactions. If any such persons engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act or other federal securities laws. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of APAC’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

The purpose of such purchases would be to (i) vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining shareholder approval of the Business Combination or (ii) to ensure that APAC’s net tangible assets are at least $5,000,001. The purpose of any such purchases of warrants could be to reduce the number of warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with the Business Combination. Any such purchases of our securities may result in the completion of the Business Combination that may not otherwise have been possible.

The Sponsor and APAC’s officers, directors and/or their affiliates anticipate that they may identify the shareholders with whom the Sponsor or APAC’s officers, directors or their affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of Class A Ordinary Shares) following our mailing of proxy materials in connection with the Business Combination. To the extent that the Sponsor or APAC’s officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against the Business Combination but only if such shares have not already been voted at the extraordinary general meeting. The Sponsor and APAC’s officers, directors, advisors or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.25 per share (which was the amount per unit initially held in the trust account following our initial public offering).

Our placing of funds in the trust account may not protect those funds from third-party claims against us. Although we have sought and will seek to have all vendors, service providers (other than our independent

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auditors), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will enter into an agreement with a third party that has not executed a waiver only if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we have not completed our business combination within the required time period, or upon the exercise of a redemption right in connection with our business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.25 per public share initially held in the trust account, due to claims of such creditors.

The Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.25 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of our company. The Sponsor may not have sufficient funds available to satisfy those obligations. We have not asked the Sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our business combination and redemptions could be reduced to less than $10.25 per public share. In such event, we may not be able to complete our business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our directors or officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

If, after we distribute the proceeds in the trust account to our public shareholders, APAC files a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board of directors may be exposed to claims of punitive damages.

If, after we distribute the proceeds in the trust account to our public shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or insolvency laws as a voidable preference. As a result, a liquidator could seek to recover all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors or having acted in bad faith, thereby exposing it and us to claims of punitive damages,

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by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

If, before distributing the proceeds in the trust account to our public shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the trust account to our public shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable insolvency law, and may be included in our liquidation estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any liquidation claims deplete the trust account, the per share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors or may have acted in bad faith, and thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

Our public shareholders will experience immediate dilution as a consequence of the issuance of New OmniAb Common Stock as consideration in the Business Combination, the Forward Purchase and the Redemption Backstop, if any, and due to future issuances pursuant to the 2022 Plan. Having a minority share position may reduce the influence that our current shareholders have on the management of the combined company.

It is anticipated that, immediately following the Business Combination, (1) our public shareholders are expected to own approximately 18.0% (assuming the no redemption scenario) and 0% (assuming the maximum redemption scenario) of the outstanding New OmniAb Common Stock, (2) the Ligand stockholders (without taking into account any of our public shares held by the Ligand stockholders prior to the consummation of the Business Combination) are expected to collectively own approximately 76.3% (assuming the no redemption scenario) or 85.0% (assuming the maximum redemption scenario) of the outstanding New OmniAb Common Stock, and (3) the Sponsor and related parties are expected to collectively own approximately 5.7% (assuming the no redemption scenario) or 15.0% (assuming the maximum redemption scenario) of the outstanding New OmniAb Common Stock. These percentages (i) assume that (a) New OmniAb issues 97,731,592 shares of New OmniAb Common Stock to former stockholders of OmniAb and former holders of OmniAb Equity Awards as of immediately prior to the Effective Time, (b) that New OmniAb issues 1,500,000 shares of New OmniAb Common Stock to the Sponsor pursuant to the Forward Purchase and (c) solely in the case of the maximum redemption scenario, that New OmniAb issues an additional 10,000,000 shares of New OmniAb Common Stock to the Sponsor pursuant to the Redemption Backstop, (ii) exclude all New OmniAb Options that may be exercisable for shares of New OmniAb Common Stock, New OmniAb RSUs and New OmniAb PSUs, (iii) include the Sponsor Earnout Shares and the OmniAb Earnout Shares and (iv) exclude the impact of any New OmniAb Warrants that will be outstanding following the Business Combination. If the actual facts are different from these assumptions, the percentage ownership retained by APAC’s existing public shareholders in the combined company will be different.

In addition, OmniAb employees and consultants hold, and after Business Combination, are expected to be granted, equity awards under the 2022 Plan and purchase rights under the ESPP. You will experience

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additional dilution when those equity awards and purchase rights become vested and settled or exercisable, as applicable, for shares of New OmniAb Common Stock.

The issuance of additional common stock will significantly dilute the equity interests of existing holders of APAC securities and may adversely affect prevailing market prices for our public shares or public warrants.

Upon completion of the Business Combination, the Sponsor will beneficially own a significant equity interest in OmniAb and may take actions that conflict with the interests of APAC’s public shareholders.

The interests of the Sponsor may not align with the interests of APAC’s public shareholders in the future. The Sponsor and its affiliates are in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with APAC. The Sponsor and its affiliates, may also pursue acquisition opportunities that may be complementary to OmniAb’s business and, as a result, those acquisition opportunities may not be available to the combined company.

In addition, the Sponsor may have an interest in OmniAb pursuing acquisitions, divestitures and other transactions that, in their judgment, could enhance their investment, even though such transactions might involve risks to the combined company and its stockholders.

Warrants will become exercisable for New OmniAb Common Stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders.

Outstanding warrants to purchase an aggregate of 15,900,000 shares of New OmniAb Common Stock will become exercisable in accordance with the terms of the warrant agreement governing those securities. These warrants will become exercisable at any time commencing on the later of 30 days after the completion of the Business Combination and 12 months from the closing of our initial public offering. The exercise price of these warrants will be $11.50 per share. To the extent such warrants are exercised, additional shares of New OmniAb Common Stock will be issued, which will result in dilution to the holders of New OmniAb Common Stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of New OmniAb Common Stock. However, there is no guarantee that the public warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless. See “— Even if the Business Combination is consummated, the public warrants may never be in the money, and they may expire worthless and the terms of the warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such amendment.”

If APAC’s shareholders fail to properly demand redemption rights, they will not be entitled to redeem their APAC Class A Ordinary Shares for a pro rata portion of the trust account.

APAC’s shareholders may demand that APAC redeem their APAC Class A Ordinary Shares for a pro rata portion of the trust account in connection with the completion of the Business Combination. In order to exercise their redemption rights, APAC’s shareholders must deliver their APAC Class A Ordinary Shares (either physically or electronically) to APAC’s transfer agent at least two (2) business days prior to the vote on the Business Combination at the extraordinary general meeting. Any APAC public shareholder who fails to properly demand redemption rights will not be entitled to redeem his, her, or its shares for a pro rata portion of the trust account. See the section of this proxy statement/prospectus/information statement titled “Extraordinary General Meeting of APAC — Redemption Rights” for the procedures to be followed if you wish to redeem your APAC shares for cash.

APAC’s shareholders will not have any rights or interests in funds from the trust account, except under certain limited circumstances. APAC’s shareholders may therefore be forced to redeem or sell their APAC Class A Ordinary Shares or APAC Public Warrants in order to liquidate their investment, potentially at a loss.

APAC’s shareholders will be entitled to receive funds from the trust account only: (i) in connection with a shareholder vote to amend the Cayman Constitutional Documents (A) to modify the substance or timing of APAC’s obligation to provide holders of APAC Class A Ordinary Shares the right to have their shares redeemed in connection with an initial business combination or to redeem 100% of APAC Class A Ordinary

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Shares if APAC does not complete an initial business combination within 18 months from the initial public offering closing date or (B) with respect to any other provision relating to the rights of holders of APAC Class A Ordinary Shares, (ii) in connection with the redemption of all of the outstanding APAC Class A Ordinary Shares if APAC is unable to complete an initial business combination by February 12, 2023, subject to applicable law and as further described herein, and (iii) if APAC’s shareholders redeem their respective shares for cash upon the completion of the Business Combination. In addition, if APAC plans to redeem the APAC Class A Ordinary Shares because APAC is unable to complete a business combination by February 12, 2023, for any reason, compliance with Cayman Islands law may require that APAC submit a plan of dissolution to APAC’s then-existing shareholders for approval prior to the distribution of the proceeds held in the trust account. In that case, APAC’s shareholders may be forced to wait beyond February 12, 2023, before they receive funds from the trust account. Accordingly, in order for APAC’s shareholders to liquidate their investment, they may be forced to sell their APAC Class A Ordinary Shares or APAC Public Warrants, potentially at a loss. See the section of this proxy statement/prospectus/information statement titled “Extraordinary General Meeting of APAC — Redemption Rights.”

APAC is relying on the availability of the funds from the Redemption Backstop to potentially be used as part of the cash available to the combined company following the Business Combination. If the purchases under the Redemption Backstop fail to close, APAC may lack sufficient funds to complete the Business Combination.

The funds from the Redemption Backstop will be used to provide cash for working capital and other purposes in New OmniAb. The obligations under the Redemption Backstop are intended to provide APAC with a minimum funding level for the Business Combination. However, if the Redemption Backstop does not close, APAC may lack sufficient funds to complete the Business Combination.

Even if the Business Combination is consummated, the public warrants may never be in the money, and they may expire worthless and the terms of the warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such amendment.

The warrants were issued in registered form under a Warrant Agreement, dated August 9, 2021, by and between Continental Stock Transfer & Trust Company, as warrant agent, and APAC. The Warrant Agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of shares of New OmniAb Common Stock purchasable upon exercise of a warrant.

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant if, among other things, the last reported sale price of New OmniAb Common Stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like). APAC’s Class A Ordinary Shares have never traded above $18.00 per share. Redemption of the outstanding warrants as described above could force you to: (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants; or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants. We have no obligation to notify holders of the warrants that they have become eligible for redemption. However, pursuant to the warrant agreement, in the event we decide to redeem the warrants, we are required to mail notice of such redemption to the registered warrant holders not less than 30 days prior to the redemption date. The

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warrants may be exercised any time after notice of redemption is given and prior to the redemption date. None of the New OmniAb Private Placement Warrants will be redeemable by us (subject to limited exceptions) so long as they are held by our Sponsor or its permitted transferees. APAC does not intend to pay cash dividends for the foreseeable future.

Following the Business Combination, APAC currently intends to retain its future earnings, if any, to finance the further development and expansion of its business and does not intend to pay cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of the New OmniAb Board and will depend on its financial condition, results of operations, capital requirements and future agreements and financing instruments, business prospects and such other factors as the New OmniAb Board deems relevant.

If APAC’s due diligence investigation of OmniAb was inadequate, then APAC’s shareholders (as stockholders of New OmniAb following the business combination) could lose some or all of their investment.

Even though APAC conducted a due diligence investigation of OmniAb, APAC cannot be sure that this diligence uncovered all material issues that may be present with respect to OmniAb’s businesses, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of OmniAb and outside of their respective control will not later arise that could adversely affect their respective businesses, financial condition or results of operations.

Nasdaq may not list New OmniAb’s securities on its exchange, which could limit investors’ ability to make transactions in New OmniAb’s securities and subject APAC to additional trading restrictions.

In connection with the Business Combination, in order to continue to maintain the listing of our securities on Nasdaq, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements. We will apply to have New OmniAb’s securities listed on Nasdaq upon consummation of the Business Combination. We cannot assure you that we will be able to meet all initial listing requirements. Even if New OmniAb’s securities are listed on Nasdaq, New OmniAb may be unable to maintain the listing of its securities in the future.

If New OmniAb fails to meet the initial listing requirements and Nasdaq does not list its securities on its exchange, neither we nor OmniAb or Ligand would be required to consummate the Business Combination. In the event that we, OmniAb and Ligand elected to waive this condition, and the Business Combination was consummated without New OmniAb’s securities being listed on Nasdaq or on another national securities exchange, New OmniAb could face significant material adverse consequences, including:

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a limited availability of market quotations for APAC’s securities;

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reduced liquidity for New OmniAb’s securities;

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a determination that New OmniAb Common Stock is a “penny stock” which will require brokers trading in New OmniAb Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for New OmniAb’s securities;

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a limited amount of news and analyst coverage; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If New OmniAb’s securities were not listed on Nasdaq, such securities would not qualify as covered securities and we would be subject to regulation in each state in which we offer our securities because states are not preempted from regulating the sale of securities that are not covered securities.

APAC’s and OmniAb’s ability to consummate the Business Combination, and the operations of New OmniAb following the Business Combination, may be materially adversely affected by the recent coronavirus (COVID-19) pandemic.

The COVID-19 pandemic has resulted in governmental authorities worldwide implementing numerous measures to contain the virus, including travel restrictions, quarantines, shelter-in-place orders and business

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limitations and shutdowns. More generally, the pandemic raises the possibility of an extended global economic downturn and has caused volatility in financial markets. The pandemic may also amplify many of the other risks described in this proxy statement/prospectus/information statement, which may delay or prevent the consummation of the Business Combination, and the business of OmniAb or New OmniAb following the Business Combination could be materially and adversely affected. The extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

The parties will be required to consummate the Business Combination even if OmniAb, its business, financial condition and results of operations are materially affected by COVID-19. The disruptions posed by COVID-19 have continued, and other matters of global concern may continue, for an extensive period of time, and if OmniAb is unable to recover from business disruptions due to COVID-19 or other matters of global concern on a timely basis, OmniAb’s ability to consummate the Business Combination and New OmniAb’s financial condition and results of operations following the Business Combination may be materially adversely affected. Each of OmniAb and APAC may also incur additional costs due to delays caused by COVID-19, which could adversely affect New OmniAb’s financial condition and results of operations.

Because the market price of shares of New OmniAb Common Stock will fluctuate, OmniAb’s stockholders (as of immediately after consummation of the Distribution) cannot be sure of the value of the Business Combination consideration they will receive. In addition, there can be no assurance that any OmniAb Earnout Shares will vest.

The market value of New OmniAb securities at the effective time of the Business Combination may vary significantly from their respective values on the date the Merger Agreement was executed or at other dates. Because the exchange ratio with respect to the shares of New OmniAb Common Stock to be issued in the Business Combination is fixed and will not be adjusted to reflect any changes in the market value of shares of APAC Class A Ordinary Shares, the market value of the shares of New OmniAb Common Stock issued in connection with the Business Combination may be higher or lower than the values of those shares on earlier dates, and may be higher or lower than the value used to determine the exchange ratio. Stock price changes may result from a variety of factors, including changes in the business, operations or prospects of APAC, regulatory considerations, and general business, market, industry or economic conditions. Many of these factors are outside of the control of APAC.

In addition, vesting of the OmniAb Earnout Shares is tied to the VWAP of New OmniAb Common Stock during a five-year period following the Closing. As such, the number of OmniAb Earnout Shares that ultimately vest will not be determined until after the Closing, and, if an applicable OmniAb Triggering Event has not occurred with respect to such OmniAb Earnout Shares during the five-year period following the Closing, no OmniAb Earnout Shares will vest at all. Accordingly, at the effective time of the Business Combination, OmniAb’s stockholders (as of immediately after consummation of the Distribution) will not know or be able to calculate the market value of the OmniAb Earnout Shares they will receive at the Closing.

The market price of shares of New OmniAb Common Stock after the Business Combination may be affected by factors different from those currently affecting the price of shares of APAC.

Upon completion of the Business Combination, Ligand’s stockholders will become holders of shares of New OmniAb Common Stock. Prior to the Business Combination, APAC has had limited operations. Upon completion of the Business Combination, New OmniAb’s results of operations will depend upon the performance of OmniAb, which is affected by factors that are different from those currently affecting the results of operations of APAC.

If the Business Combination’s benefits do not meet the expectations of financial analysts, the market price of New OmniAb Common Stock may decline.

The market price of the New OmniAb Common Stock may decline as a result of the Business Combination if the combined company does not achieve the perceived benefits of the Business Combination as rapidly, or to the extent anticipated by, financial analysts or the effect of the Business Combination on

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the combined company’s financial results is not consistent with the expectations of financial analysts. Accordingly, holders of APAC securities may experience a loss as a result of a decline in the market price of New OmniAb Common Stock. In addition, a decline in the market price of New OmniAb Common Stock could adversely affect New OmniAb’s ability to issue additional securities and to obtain additional financing in the future.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.

Before the transactions contemplated by the Merger Agreement can be completed, approval must be obtained under the HSR Act. In deciding whether to grant antitrust clearance, the relevant governmental authorities will consider a variety of factors, including the effect of the Business Combination on competition within their relevant jurisdiction. The terms and conditions of the approvals that are granted may impose requirements, limitations or costs, or place restrictions on the conduct of APAC’s business. The requirements, limitations or costs imposed by the relevant governmental authorities could delay the closing of the Business Combination or diminish the anticipated benefits of the Business Combination. Additionally, the completion of the Business Combination is conditioned on the resolution of certain orders, injunctions or decrees by any court or regulatory authority of competent jurisdiction that would prohibit or make illegal the completion of the Business Combination. APAC and OmniAb believe that the Business Combination should not raise significant regulatory concerns and that APAC and OmniAb will be able to obtain all requisite regulatory approvals in a timely manner. However, APAC and OmniAb cannot be certain when or if regulatory approvals will be obtained or, if obtained, the conditions that may be imposed. In addition, neither APAC nor OmniAb can provide assurance that any such conditions, terms, obligations or restrictions will not result in delay. See “Shareholder Proposal No. 1 — The Business Combination — Summary of the Merger Agreement — Closing Conditions.”

APAC may waive one or more of the conditions to the Business Combination.

APAC may agree to waive, in whole or in part, one or more of the conditions to APAC’s obligations to complete the Business Combination, to the extent permitted by the Cayman Constitutional Documents and applicable laws. For example, it is a condition to APAC’s obligations to close the Business Combination that OmniAb have performed and complied in all material respects with the obligations required to be performed or complied with by OmniAb under the Merger Agreement. However, if the APAC Board determines that a breach of this obligation is not material, then the APAC Board may elect to waive that condition and close the Business Combination. Please see the section entitled “Shareholder Proposal No. 1 — The Business Combination — Summary of the Merger Agreement — Closing Conditions.”

Termination of the Merger Agreement could negatively impact APAC.

If the Business Combination is not completed for any reason, including as a result of APAC shareholders declining to approve the proposals required to effect the Business Combination, the ongoing businesses of APAC may be adversely impacted and, without realizing any of the anticipated benefits of completing the Business Combination, APAC would be subject to a number of risks, including the following:

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APAC may experience negative reactions from the financial markets, including negative impacts on its share price (including to the extent that the current market price reflects a market assumption that the Business Combination will be completed);

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APAC will have incurred substantial expenses and will be required to pay certain costs relating to the Business Combination, whether or not the Business Combination is completed; and

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since the Merger Agreement restricts the conduct of APAC’s businesses prior to completion of the Business Combination, APAC may not have been able to take certain actions during the pendency of the Business Combination that would have benefitted it as an independent company, and the opportunity to take such actions may no longer be available (see the section entitled “Shareholder Proposal No. 1 — The Business Combination — Summary of the Merger Agreement — Covenants” of this proxy statement/prospectus/information statement for a description of the restrictive covenants applicable to APAC).

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If the Merger Agreement is terminated and the APAC Board seeks another business combination target, APAC shareholders cannot be certain that APAC will be able to find another acquisition target that would constitute a business combination or that such other business combination will be completed. See “Shareholder Proposal No. 1 — The Business Combination — Summary of the Merger Agreement — Termination.”

OmniAb will be subject to business uncertainties and contractual restrictions while the Business Combination is pending.

Uncertainty about the effect of the Business Combination on employees and other business participants may have an adverse effect on OmniAb and consequently on APAC. These uncertainties may impair OmniAb’s ability to attract, retain and motivate key personnel until the Business Combination is completed, and could cause others that deal with OmniAb to seek to change existing business relationships with OmniAb. Retention of certain employees may be challenging during the pendency of the Business Combination, as certain employees may experience uncertainty about their future roles. If key employees depart because of issues relating to the uncertainty or a desire not to remain with the business, the combined company’s business following the Business Combination could be negatively impacted. In addition, the Merger Agreement restricts OmniAb from making certain expenditures and taking other specified actions without the consent of APAC until the Business Combination occurs. These restrictions may prevent OmniAb from pursuing attractive business opportunities that may arise prior to the completion of the Business Combination. See “Shareholder Proposal No. 1 — The Business Combination — Summary of the Merger Agreement — Covenants.”

The Business Combination will result in changes to the APAC Board that may affect the strategy of APAC.

If the parties complete the Business Combination, the composition of the APAC Board will change from the current APAC Board. The New OmniAb Board will consist of Matthew W. Foehr, John L. Higgins, Carolyn R. Bertozzi, Ph.D, Sarah Boyce, Jennifer Cochran, Ph.D, Sunil Patel and Joshua Tamaroff. This new composition of the New OmniAb Board may affect the business strategy and operating decisions of the combined company upon the completion of the Business Combination.

Neither APAC nor its shareholders will have the protection of any indemnification, escrow, purchase price adjustment or other provisions that allow for a post-closing adjustment to be made to the Aggregate Merger Consideration in the event that any of the representations and warranties made by OmniAb in the Merger Agreement ultimately proves to be inaccurate or incorrect.

The representations and warranties contained in the Merger Agreement will not survive the completion of the Business Combination, and only the covenants and agreements that by their terms survive such time will do so. As a result, APAC and its shareholders will not have the protection of any indemnification, escrow, purchase price adjustment or other provisions that allow for a post-closing adjustment to be made to the Aggregate Merger Consideration if any representation or warranty made by OmniAb in the Merger Agreement proves to be inaccurate or incorrect. Accordingly, to the extent such representations or warranties are incorrect, our financial condition or results of operations could be adversely affected.

Risks Related to the Combined Company’s Common Stock Following the Transactions

The market price of the combined company’s common stock is likely to be highly volatile, and you may lose some or all of your investment.

Following the Business Combination, the market price of the combined company’s common stock may fluctuate significantly due to a number of factors, some of which may be beyond our control, including those factors discussed in this “Risk Factors” section and many others, such as:

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actual or anticipated fluctuations in the combined company’s financial condition and operating results, including fluctuations in its quarterly and annual results;

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the combined company’s inability to establish additional partnerships, the termination of license agreements by our existing partners or announcements by our partners regarding therapeutic candidates generated using our platform;

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the introduction of new technologies or enhancements to existing technology by the combined company or others in the industry;

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departures of key scientific or management personnel;

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announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by the combined company or its competitors;

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the combined company’s failure to meet the estimates and projections of the investment community or that it may otherwise provide to the public;

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publication of research reports about the combined company or its industry, or antibody discovery in particular, or positive or negative recommendations or withdrawal of research coverage by securities analysts;

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changes in the market valuations of similar companies;

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overall performance of the equity markets;

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announcements or actions taken by Ligand as the combined company’s previous principal stockholder;

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sales of the combined company’s common stock by the combined company or its stockholders in the future;

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trading volume of the combined company’s common stock;

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disputes or other developments relating to proprietary rights, including patents, litigation matters and the combined company’s ability to obtain patent protection for its technologies;

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significant lawsuits, including patent or stockholder litigation;

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the impact of any natural disasters or public health emergencies, such as the COVID-19 pandemic;

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general economic, industry and market conditions other events or factors, many of which are beyond the combined company’s control; and

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changes in accounting standards, policies, guidelines, interpretations or principles.

In addition, in the past, stockholders have initiated class action lawsuits against biotechnology and biopharmaceutical companies following periods of volatility in the market prices of these companies’ stock. Such litigation, if instituted against us, could cause us to incur substantial costs and divert our management’s attention and resources, which could have a material adverse effect on our business, financial condition and results of operations.

Volatility in the combined company’s share price could subject the combined company to securities class action litigation.

In the past, securities class action litigation has often been brought against a company following a decline in the market price of its securities. If the combined company faces such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm its business.

If securities or industry analysts do not publish research or reports about the combined company, or publish negative reports, then the combined company’s stock price and trading volume could decline.

The trading market for the combined company’s common stock will depend, in part, on the research and reports that securities or industry analysts publish about the combined company. The combined company does not have any control over these analysts. If the combined company’s financial performance fails to meet analyst estimates or one or more of the analysts who cover the combined company downgrade its common stock or change their opinion, then the combined company’s stock price would likely decline. If one or more of these analysts cease coverage of the combined company or fail to regularly publish reports on the combined company, it could lose visibility in the financial markets, which could cause the combined company’s stock price or trading volume to decline.

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The combined company does not currently intend to pay dividends on its common stock, and, consequently, your ability to achieve a return on your investment will depend on appreciation, if any, in the price of the combined company’s common stock.

The combined company has never declared or paid any cash dividend on its common stock. The combined company currently anticipates that it will retain future earnings for the development, operation and expansion of the business and does not anticipate declaring or paying any cash dividends for the foreseeable future. Any return to stockholders will therefore be limited to the appreciation of their stock. There is no guarantee that shares of the combined company’s common stock will appreciate in value or even maintain the price at which stockholders have purchased their shares.

Future sales of shares of the combined company’s common stock may depress its stock price.

Subject to certain exceptions, the A&R Registration Rights Agreement will provide for certain restrictions on transfer with respect to the securities of New OmniAb, including Founder Shares, Private Placement Warrants, Backstop Warrants, Forward Purchase Warrants, and securities held by directors and officers of APAC and certain directors and officers of OmniAb and Ligand. Such restrictions will begin upon closing and end (i) with respect to the Founder Shares, at the earliest of (A) one year after the closing date and (B) the first date on which (x) the last reported sale price of a share of New OmniAb Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the closing date or (y) APAC completing a liquidation, merger, share exchange, reorganization or other similar transaction that results in the New OmniAb stockholders having the right to exchange their shares of New OmniAb Common Stock for cash, securities or other property; (ii) with respect to the Private Placement Warrants, Backstop Warrants and Forward Purchase Warrants that are held by the initial purchasers of such warrants (or permitted transferees under the A&R Registration Rights Agreement), and any of the shares of New OmniAb Common Stock issued or issuable upon the exercise or conversion of such warrants and that are held by the initial purchasers of the applicable warrants being converted (or permitted transferees under the A&R Registration Rights Agreement), the period ending 30 days after the closing; and (iii) with respect to the shares of New OmniAb Common Stock issued to the New Holders (as defined in the A&R Registration Rights Agreement), each of whom are the directors and officers of Ligand and/or OmniAb, in connection with the consummation of the Merger and held by the New Holders (or their permitted transferees under the A&R Registration Rights Agreement), the period ending on the earlier of (A) three months after the closing and (B) the date on which New OmniAb completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of New OmniAb’s stockholders having the right to exchange their shares of New OmniAb Common Stock for cash, securities or other property.

However, following the expiration of the applicable lock-up period, such equityholders will not be restricted from selling shares of the combined company’s common stock held by them, other than by applicable securities laws. Further, because the combined company is not expected to generate revenue in the near future, there is a likelihood that it will need to continue to raise capital through one or more equity financings in order to continue developing its product candidates. As such, sales of a substantial number of shares of the combined company’s common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of the combined company’s common stock. As restrictions on resale end and registration statements (filed after the Closing to provide for the resale of such shares from time to time) are available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in the combined company’s share price or the market price of the combined company’s common stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

Provisions in the Proposed Certificate of Incorporation and under Delaware law could discourage a takeover that stockholders may consider favorable and may lead to entrenchment of management.

The Proposed Certificate of Incorporation and Proposed Bylaws that will be in effect immediately prior to the Business Combination will contain provisions that could significantly reduce the value of the combined company shares to a potential acquiror or delay or prevent changes in control or changes in our

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management without the consent of the New OmniAb Board. The provisions in the combined company’s charter documents will include the following:

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a classified board of directors with three-year staggered terms, which may delay the ability of stockholders to change the membership of a majority of our board of directors;

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no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

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the exclusive right of the combined company’s board of directors, unless the board of directors grants such a right to the holders of any series of preferred stock, to elect a director to fill a vacancy created by the expansion of the board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;

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the required approval of at least 66-2/3% of the shares entitled to vote to remove a director for cause, and the prohibition on removal of directors without cause;

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the ability of the combined company’s board of directors to authorize the issuance of shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquiror;

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the ability of the combined company’s board of directors to alter the combined company’s amended and restated bylaws without obtaining stockholder approval;

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the required approval of at least 66-2/3% of the shares entitled to vote to adopt, amend or repeal the combined company’s amended and restated bylaws or repeal the provisions of its amended and restated certificate of incorporation regarding the election and removal of directors;

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a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;

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an exclusive forum provision providing that the Court of Chancery of the State of Delaware will be the exclusive forum for certain actions and proceedings;

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the requirement that a special meeting of stockholders may be called only by the board of directors, the chair of the board of directors, the chief executive officer or the president, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; and

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advance notice procedures that stockholders must comply with in order to nominate candidates to the combined company’s board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of the combined company.

The combined company is also subject to the anti-takeover provisions contained in Section 203 of the Delaware General Corporation Law. Under Section 203, a corporation may not, in general, engage in a business combination with any holder of 15% or more of its capital stock unless the holder has held the stock for three years or, among other exceptions, the board of directors has approved the transaction.

The combined company’s Proposed Certificate of Incorporation will provide that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between the combined company and its stockholders and that the federal district courts shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, which could limit the combined company’s stockholders’ ability to obtain a favorable judicial forum for disputes with it or its directors, officers or employees or the underwriters or any offering giving rise to such claim.

The Proposed Certificate of Incorporation will provide that the Court of Chancery of the State of Delaware is the exclusive forum for any derivative action or proceeding brought on the combined company’s behalf, any action asserting a breach of fiduciary duty, any action asserting a claim against the combined company arising pursuant to the Delaware General Corporation Law, the combined company’s Proposed

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Certificate of Incorporation or the Proposed Bylaws, or any action asserting a claim against us that is governed by the internal affairs doctrine; provided that this provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act. In addition, the combined company’s Proposed Certificate of Incorporation provides that, unless the combined company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. For the avoidance of doubt, this provision is intended to benefit and may be enforced by the combined company, its officers and directors, the underwriters to any offering giving rise to such complaint, and any other professional entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering. The combined company notes, however, that there is uncertainty as to whether a court would enforce this provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. These choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the combined company or its directors and officers, which may discourage such lawsuits against the combined company and its directors and officers. If a court were to find the choice of forum provisions in the combined company’s Proposed Certificate of Incorporation to be inapplicable or unenforceable in an action, the combined company may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect its business and financial condition.

The exclusive forum clause set forth in the Warrant Agreement may have the effect of limiting an investor’s rights to bring legal action against New OmniAb and could limit the investor’s ability to obtain a favorable judicial forum for disputes with us.

The Warrant Agreement provides that (i) any action, proceeding or claim against APAC (and after the Business Combination, New OmniAb) arising out of or relating in any way to the Warrant Agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York and (ii) APAC (and after the Business Combination, New OmniAb) irrevocably submits to such jurisdiction, which jurisdiction will be exclusive. APAC (and after the Business Combination, New OmniAb) has waived or will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. We note, however, that there is uncertainty as to whether a court would enforce these provisions and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

Notwithstanding the foregoing, these provisions of the Warrant Agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Any person or entity purchasing or otherwise acquiring any interest in any of the APAC Warrants (and after the Business Combination, the New OmniAb Warrants) shall be deemed to have notice of and to have consented to the forum provisions in the Warrant Agreement. If any action, the subject matter of which is within the scope of the forum provisions of the Warrant Agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “ foreign action”) in the name of any holder of the APAC Warrants (and after the Business Combination, the New OmniAb Warrants), such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

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This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with APAC (and after the Business Combination, New OmniAb), which may discourage such lawsuits. Alternatively, if a court were to find this provision of the Warrant Agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

The combined company is an emerging growth company and smaller reporting company, and the combined company cannot be certain if the reduced reporting requirements applicable to emerging growth companies and smaller reporting companies will make its shares less attractive to investors.

After the completion of the Business Combination, the combined company will be an emerging growth company, as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). For as long as the combined company continues to be an emerging growth company, it may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including exemption from compliance with the auditor attestation requirements under Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. The combined company will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of the IPO (December 31, 2026), (b) in which the combined company has total annual gross revenue of at least $1.07 billion or (c) in which the combined company is deemed to be a large accelerated filer, which means the market value of shares of the combined company’s common stock that are held by non-affiliates exceeds $700.0 million as of the prior June 30, and (2) the date on which the combined company has issued more than $1.0 billion in non-convertible debt during the prior three-year period.

In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. The combined company has elected to use this extended transition period for complying with new or revised accounting standards and, therefore, the combined company will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Following the Business Combination, we will also be a smaller reporting company as defined in the Exchange Act. Even after the combined company no longer qualifies as an emerging growth company, it may still qualify as a “smaller reporting company,” which would allow it to take advantage of many of the same exemptions from disclosure requirements including exemption from compliance with the auditor attestation requirements of Section 404 and reduced disclosure obligations regarding executive compensation in this proxy statement/prospectus/information statement and the combined company’s periodic reports and proxy statements. The combined company will be able to take advantage of these scaled disclosures for so long as its voting and non-voting common stock held by non-affiliates is less than $250.0 million measured on the last business day of its second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and its voting and non-voting common stock held by non-affiliates is less than $700.0 million measured on the last business day of its second fiscal quarter.

The combined company cannot predict if investors will find its common stock less attractive because the combined company may rely on these exemptions. If some investors find the combined company’s common stock less attractive as a result, there may be a less active trading market for the common stock and its market price may be more volatile.

If the Combined Company’s estimates or judgments relating to its critical accounting policies prove to be incorrect or financial reporting standards or interpretations change, combined company’s results of operations could be adversely affected.

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The combined company will base its estimates on

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historical experience, known trends and events, and various other factors that it believes to be reasonable under the circumstances, as provided in “OmniAb Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates.” The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Significant assumptions and estimates used in preparing our financial statements include the estimated variable consideration included in the transaction price in the combined company’s contracts with customers, stock-based compensation, and valuation of the combined company’s equity investments in early-stage biotechnology companies. The combined company’s results of operations may be adversely affected if its assumptions change or if actual circumstances differ from those in its assumptions, which could cause its results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the trading price of its common stock.

Additionally, the combined company will regularly monitor its compliance with applicable financial reporting standards and review new pronouncements and drafts thereof that are relevant to it. As a result of new standards, changes to existing standards and changes in their interpretation, the combined company might be required to change its accounting policies, alter its operational policies, and implement new or enhance existing systems so that they reflect new or amended financial reporting standards, or the combined company may be required to restate its published financial statements. Such changes to existing standards or changes in their interpretation may have an adverse effect on its reputation, business, financial position, and profit.

Risks Related to Redemption

Public shareholders who wish to redeem their public shares for a pro rata portion of the trust account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline. If shareholders fail to comply with the redemption requirements specified in this proxy statement/prospectus/information statement, they will not be entitled to redeem their public shares for a pro rata portion of the funds held in the trust account.

A public shareholder will be entitled to receive cash for any public shares to be redeemed only if such public shareholder: (1)(a) holds public shares, or (b) if the public shareholder holds public shares through units, the public shareholder elects to separate its units into the underlying public shares and warrants prior to exercising its redemption rights with respect to the public shares; (2) prior to 5:00 p.m., Eastern Time on [•], 2022 (two business days before the scheduled date of the extraordinary general meeting) submits a written request to Continental, our transfer agent, that we redeem all or a portion of your public shares for cash, affirmatively certifying in your request if you “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other shareholder with respect to shares of our common stock; and (3) delivers its public shares to our transfer agent physically or electronically through DTC. In order to obtain a physical share certificate, a shareholder’s broker or clearing broker, DTC and our transfer agent will need to act to facilitate this request. It is our understanding that shareholders should generally allot at least two weeks to obtain physical certificates from our transfer agent. However, because we do not have any control over this process or over DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, public shareholders who wish to redeem their public shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

If a public shareholder fails to receive notice of our offer to redeem public shares in connection with the Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

If, despite our compliance with the proxy rules, a public shareholder fails to receive our proxy materials, such public shareholder may not become aware of the opportunity to redeem his, her or its public shares. In addition, the proxy materials that we are furnishing to holders of public shares in connection with the Business Combination describe the various procedures that must be complied with in order to validly redeem the public shares. In the event that a public shareholder fails to comply with these procedures, its public shares may not be redeemed. Please see the section entitled “Extraordinary General Meeting of APAC — Redemption Rights” for additional information on how to exercise your redemption rights.

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If you or a “group” of shareholders of which you are a part are deemed to hold an aggregate of more than 15% of the public shares, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 15% of the public shares.

A public shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the public shares. In order to determine whether a shareholder is acting in concert or as a group with another shareholder, we will require each public shareholder seeking to exercise redemption rights to certify to us whether such shareholder is acting in concert or as a group with any other shareholder. Such certifications, together with other public information relating to stock ownership available to us at that time, such as Section 13D, Section 13G and Section 16 filings under the Exchange Act, will be the sole basis on which we make the above-referenced determination. Your inability to redeem any such excess shares will reduce your influence over our ability to consummate the Business Combination and you could suffer a material loss on your investment in us if you sell such excess shares in open market transactions. Additionally, you will not receive redemption distributions with respect to such excess shares if we consummate the Business Combination. As a result, you will continue to hold that number of shares aggregating to more than 15% of the public shares and, in order to dispose of such excess shares, would be required to sell your stock in open market transactions, potentially at a loss. We cannot assure you that the value of such excess shares will appreciate over time following the Business Combination or that the market price of the public shares will exceed the per-share redemption price. Notwithstanding the foregoing, shareholders may challenge our determination as to whether a shareholder is acting in concert or as a group with another shareholder in a court of competent jurisdiction.

However, our shareholders’ ability to vote all of their shares (including such excess shares) for or against the Business Combination is not restricted by this limitation on redemption.

There is no guarantee that a shareholder’s decision whether to redeem its shares for a pro rata portion of the trust account will put the shareholder in a better future economic position.

We can give no assurance as to the price at which a shareholder may be able to sell its public shares in the future following the Closing or any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in our share price, and may result in a lower value realized now than a shareholder of APAC might realize in the future had the shareholder not redeemed its shares. Similarly, if a shareholder does not redeem its shares, the shareholder will bear the risk of ownership of the public shares after the consummation of any initial business combination, and there can be no assurance that a shareholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus/information statement. A shareholder should consult the shareholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

APAC directors may decide not to enforce the indemnification obligation of the Sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to public shareholders.

In the event that the proceeds in the trust account are reduced below (i) $10.25 per share or (ii) such lesser amount per share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and the Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, APAC’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While APAC currently expects that its independent directors would take legal action on APAC’s behalf against the Sponsor to enforce its indemnification obligations to us, it is possible that APAC’s independent directors in exercising their business judgment and subject to APAC’s fiduciary duties may choose not to do so in any particular instance. If APAC’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to public shareholders may be reduced below $10.25 per share.

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EXTRAORDINARY GENERAL MEETING OF APAC

General

APAC is furnishing this proxy statement/prospectus/information statement to the APAC shareholders as part of the solicitation of proxies by the APAC Board for use at the extraordinary general meeting to be held on [•], 2022, and at any adjournment thereof. This proxy statement is first being furnished to the APAC shareholders on or about [•], 2022 in connection with the vote on the proposals described in this proxy statement/prospectus/information statement. This proxy statement provides the APAC shareholders with information they need to know to be able to vote or instruct their vote to be cast at the extraordinary general meeting.

Date, Time and Place

The extraordinary general meeting of APAC will be held at the offices of Weil, Gotshal & Manges LLP, located at 767 Fifth Avenue, New York, NY 10153, at [•] Eastern Time, on [•], 2022. Cayman Islands law requires there to be a physical location for the extraordinary general meeting. However, given the ongoing global pandemic, the extraordinary general meeting will also be held virtually via live webcast. As such, APAC shareholders may attend the extraordinary general meeting by visiting the extraordinary general meeting website at [•], where they will be able to listen to the meeting live and vote during the meeting.

Purpose of the Extraordinary General Meeting

At the extraordinary general meeting, APAC is asking APAC shareholders to consider and vote upon:

Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve and adopt by special resolution the Agreement and Plan of Merger, dated as of March 23, 2022, (the “Merger Agreement”), by and among APAC, Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Ligand”), OmniAb, Inc., a Delaware corporation and wholly-owned subsidiary of Ligand (“OmniAb”), and Orwell Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of APAC (“Merger Sub”), (ii) the Transaction Documents (as defined in the Merger Agreement) and (iii) each of the transactions contemplated thereby, in each case, in accordance with the terms and subject to the conditions set forth in the Merger Agreement and the Transaction Documents, as more fully described elsewhere in this proxy statement/prospectus/information statement (the “Business Combination Proposal”);

Proposal No. 2 — The Domestication Proposal — to consider and vote upon a proposal to approve by special resolution the change of APAC’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating under the name “OmniAb, Inc.” as a corporation incorporated under the laws of the State of Delaware (the “Domestication Proposal”);

Proposal No. 3 — The Organizational Documents Proposal — to consider and vote upon a proposal to approve by special resolution and adopt the proposed new certificate of incorporation (the “Proposed Certificate of Incorporation”) and the proposed new bylaws (the “Proposed Bylaws”) of APAC after giving effect to the Domestication (APAC, following the Domestication, “New OmniAb”) (the “Organizational Documents Proposal”);

Proposal No. 4 — The Non-Binding Governance Proposals — to consider and vote upon, on a non-binding advisory basis, certain material differences between APAC’s Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Cayman Constitutional Documents”) and the Proposed Certificate of Incorporation and Proposed Bylaws, presented separately in accordance with the United States Securities and Exchange Commission requirements (collectively, the “Non-Binding Governance Proposals”);

Proposal No. 5 — The Stock Issuance Proposal — to consider and vote upon a proposal to approve by ordinary resolution, for the purposes of complying with the applicable provisions of

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Nasdaq Rule 5635, the issuance of shares of New OmniAb Common Stock pursuant to (a) the Domestication, (b) the Forward Purchase, (c) the Redemption Backstop and (d) the Merger (the “Stock Issuance Proposal”);

Proposal No. 7 — The ESPP Proposal — to consider and vote upon a proposal to approve by ordinary resolution, the OmniAb, Inc. 2022 Employee Stock Purchase Plan (the “ESPP Proposal”);

Proposal No. 8 — The Director Election Proposal — to consider and vote upon a proposal to to elect seven directors to serve staggered terms on the New OmniAb Board upon the consummation of the Business Combination until the first, second and third annual meeting of stockholders following the date of effectiveness of the Proposed Certificate of Incorporation, as applicable, or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal (the “Director Election Proposal”); and

Each of Proposals No. 1 through 3 and 5 through 7 (the “Condition Precedent Proposals”) are cross-conditioned on the approval of the others. If our shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Merger Agreement are waived by the applicable parties to the Merger Agreement, the Merger Agreement may be terminated and the Business Combination may not be consummated. Each of the Condition Precedent Proposals is conditioned on the approval and adoption of each of the other Condition Precedent Proposals unless such condition is waived by the applicable parties to the Merger Agreement. Proposal No. 8 is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus/information statement. Proposal No. 4 is constituted of non-binding advisory proposals.

Recommendation of the APAC Board

The APAC Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of APAC and its shareholders and recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Organizational Documents Proposal, “FOR” the Non-Binding Governance Proposals, “FOR” the Stock Issuance Proposal, “FOR” the Incentive Stock Proposal, “FOR” the ESPP Proposal, “FOR” the Director Election Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.

The existence of financial and personal interests of one or more of APAC’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of APAC and its shareholders and what he, she, or they may believe is best for himself, herself, or themselves in determining to recommend that shareholders vote for the proposals. In addition, APAC’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — Interests of APAC’s Directors and Officers in the Business Combination” for a further discussion of these considerations.

APAC Record Date; Who is Entitled to Vote

APAC shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned APAC ordinary shares at the close of business on [•], 2022, which is the APAC Record Date for the extraordinary general meeting. Shareholders will have one vote for each APAC ordinary share owned at the close of business on the APAC Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares

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you beneficially own are properly counted. As of the close of business on the APAC Record Date, there were 23,000,000 APAC Class A Ordinary Shares issued and outstanding, and 5,750,000 APAC Class B Ordinary Shares issued and outstanding.

Quorum

A quorum of APAC shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if one or more shareholders who together hold not less than one-third of the issued and outstanding APAC ordinary shares entitled to vote at the extraordinary general meeting are represented in person or by proxy at the extraordinary general meeting. As of the APAC Record Date for the extraordinary general meeting, 9,583,334 APAC ordinary shares would be required to achieve a quorum.

Abstentions and Broker Non-Votes

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to APAC but marked by brokers as “not voted” will be treated as shares present for purposes of determining the presence of a quorum on all matters. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal. If a shareholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-routine” proposals, such as the Business Combination Proposal or any of the other Condition Precedent Proposals.

Vote Required for Approval

The approval of each of the Stock Issuance Proposal, the Non-Binding Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal, the Director Election Proposal and the Adjournment Proposal require an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the APAC ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Pursuant to the Cayman Constitutional Documents, only the holders of the APAC Class B Ordinary Shares are entitled to vote on the Director Election Proposal.

The approval of each of the Business Combination Proposal, the Domestication Proposal and the Organizational Documents Proposal require a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the APAC ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. With respect to the Domestication Proposal, a holder of APAC Class B Ordinary Shares shall have ten votes for every APAC Class B Ordinary Share of which he or she is the holder and a holder of APAC Class A Ordinary Shares shall have one vote for every APAC Class A Ordinary Share of which he or she is the holder.

Each of the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Director Election Proposal is conditioned on the approval and adoption of each of the other Condition Precedent Proposals unless such condition is waived by the parties to the Merger Agreement. The Adjournment Proposal and the Non-Binding Governance Proposals are not conditioned on any other approval.

Voting Your Shares

Each APAC ordinary share that you own in your name entitles you to one vote. Your proxy card shows the number of APAC ordinary shares that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

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There are four ways to vote your APAC ordinary shares at the extraordinary general meeting:

You can vote by signing and returning the enclosed proxy card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the APAC Board “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Organizational Documents Proposal, “FOR” the Non-Binding Governance Proposals, “FOR” the Stock Issuance Proposal, “FOR” the Incentive Plan Proposal, “FOR” the ESPP Proposal, “FOR” the Director Election Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting. Votes received after a matter has been voted upon at the extraordinary general meeting will not be counted.

You can vote online by visiting www. [•].com, 24 hours a day, seven days a week, until 11:59 p.m., Eastern Time on [•], 2022 (have your proxy card in hand when you visit the website).

You can vote by phone by calling toll-free (within the U.S. or Canada) [•] (have your proxy card in hand when you call).

You can attend the extraordinary general meeting in person or via internet webcast and vote electronically.

Revoking Your Proxy

If you are an APAC shareholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•

you may send another proxy card with a later date;

•

you may notify APAC’s president in writing before the extraordinary general meeting that you have revoked your proxy; or

•

you may attend the extraordinary general meeting in person or electronically, revoke your proxy, and vote in person or electronically, as indicated above.

Who Can Answer Your Questions About Voting Your APAC Ordinary Shares

If you are a shareholder and have any questions about how to vote or direct a vote in respect of your APAC ordinary shares, you may call D.F. King, APAC’s proxy solicitor, by calling (888) 887-0082, or banks and brokers can call collect at (212) 269-5550, or by emailing AHPA@dfking.com.

Redemption Rights

(iv)

hold APAC Class A Ordinary Shares;

(v)

(vi)

deliver your APAC Class A Ordinary Shares to Continental, APAC’s transfer agent, physically or electronically through DTC.

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The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. APAC’s public shareholders may elect to redeem all or a portion of the APAC Class A Ordinary Shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the APAC Class A Ordinary Shares submitted for redemption will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the APAC Class A Ordinary Shares that it holds and timely delivers its shares to Continental, APAC’s transfer agent, APAC will redeem such APAC Class A Ordinary Shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of [•], 2022, this would have amounted to approximately $[•] per issued and outstanding APAC public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its APAC Class A Ordinary Shares for cash and will no longer own APAC Class A Ordinary Shares. The redemption takes place following the Domestication and accordingly it is New OmniAb Common Stock that will be redeemed immediately after consummation of the Business Combination.

If you hold the shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. APAC ordinary shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through DTC’s DWAC system. The transfer agent will typically charge the tendering broker $80 and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the proposed Business Combination is not consummated this may result in an additional cost to shareholders for the return of their shares.

Any request for redemption, once made by a holder of APAC Class A Ordinary Shares, may not be withdrawn once submitted to APAC unless the APAC Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part). If you submit a redemption request to Continental, APAC’s transfer agent, and later decide prior to the extraordinary general meeting not to elect redemption, you may request to withdraw the redemption request. You may make such request by contacting Continental, APAC’s transfer agent, at the phone number or address listed in see “Questions and answers — Q: Who can help answer my questions?”

Any corrected or changed written exercise of redemption rights must be received by Continental, APAC’s transfer agent, prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. No request for redemption will be honored unless the holder’s APAC Class A Ordinary Share certificates (if any) and other redemption forms have been delivered (either physically or electronically) to Continental, APAC’s transfer agent, at least two business days prior to the vote at the extraordinary general meeting.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its APAC Class A Ordinary Shares with respect to more than an aggregate of 15% of the APAC Class A Ordinary Shares. Accordingly, if an APAC public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the APAC Class A Ordinary Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor has, pursuant to the Sponsor Insider Agreement, agreed to, among other things, vote all of its APAC Class A Ordinary Shares and founder shares (as defined in the Sponsor Insider Agreement) in favor of the proposals being presented at the extraordinary general meeting and waive its redemption rights with respect to such shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/prospectus/information statement, the Sponsor owns approximately 5,645,000 of the issued and outstanding ordinary shares. See “Shareholder Proposal No. 1 — The Business Combination Proposal — Summary of the Ancillary Agreements — Sponsor Insider Agreement” in this proxy statement/prospectus/information statement for more information related to the Sponsor Insider Agreement.

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The closing price of the APAC Class A Ordinary Shares on [•], 2022 was $[•]. For illustrative purposes, as of [•], 2022, funds in the trust account plus accrued interest thereon totaled approximately $[•] or approximately $[•] per issued and outstanding APAC Class A Ordinary Share.

Prior to exercising redemption rights, APAC’s public shareholders should verify the market price of the APAC Class A Ordinary Shares as they may receive higher proceeds from the sale of their APAC Class A Ordinary Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. APAC cannot assure its shareholders that they will be able to sell their APAC Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares.

Dissenter’s Rights Appraisal Rights

As APAC is not a constituent party to the Merger between Merger Sub and OmniAb, shareholders of APAC do not have dissenters’ rights in connection with the Merger under Cayman Islands law.

APAC’s warrant holders do not have appraisal rights in connection with the Business Combination or the Merger under the DGCL.

Proxy Solicitation Costs

APAC is soliciting proxies on behalf of the APAC Board. This solicitation is being made by mail but also may be made by telephone or in person. APAC and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. APAC will bear the cost of the solicitation.

APAC has engaged D.F. King to assist in the proxy solicitation process. APAC will pay D.F. King a fee of $25,000 plus disbursements.

APAC will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. APAC will reimburse them for their reasonable expenses.

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SHAREHOLDER PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

APAC’s public shareholders are being asked to approve the Business Combination of APAC with OmniAb described in this proxy statement/prospectus/information statement, including (a) approving and adopting the Merger Agreement, (b) approving the other Transaction Documents named in the Merger Agreement and (c) approving the transactions contemplated by the Merger Agreement and such other Transaction Documents. The discussion in this proxy statement/prospectus/information statement of the Business Combination and the principal terms of the Merger Agreement and other Transaction Documents is subject to, and is qualified in its entirety by reference to the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus/information statement and such other Transaction Documents that are attached as Annexes to this proxy statement/prospectus/information statement.

You should read carefully this proxy statement/prospectus/information statement in its entirety for more detailed information concerning the Merger Agreement and the other Transaction Documents. Please see the subsections entitled “— Summary of to the Merger Agreement” and “— Summary of the Ancillary Agreements” below, for additional information.

Structure of the Business Combination

The Business Combination will be accomplished by way of the following transaction steps:

•

The Separation will be effected, whereby 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 make a contribution to the capital of OmniAb of $15 million less certain transaction and other expenses;

•

The Distribution will be effected, whereby Ligand will distribute to Ligand stockholders 100% of the OmniAb Common Stock;

•

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Total Consideration. The total number of shares of New OmniAb Common Stock to be received by OmniAb’s stockholders or reserved for issuance pursuant to the New OmniAb Equity Awards into which OmniAb Equity Awards are to be converted (other than, for purposes of this calculation, Out-of-the-Money OmniAb Options) will be equal to the Aggregate Merger Consideration. In addition to the Aggregate Merger Consideration, holders of OmniAb Common Stock and OmniAb EquityAwards will also receive earnout consideration in the form of the OmniAb Earnout Shares.

Ownership of APAC after the Business Combination

As of the date of this proxy statement/prospectus/information statement, there are 28,750,000 ordinary shares of APAC issued and outstanding, which include the 5,750,000 founder shares held by the Sponsor (including APAC’s directors) and the 23,000,000 public shares. As of the date of this proxy statement/prospectus/information statement, there are outstanding an aggregate of 15,900,000 APAC Warrants, which include the 8,233,333 APAC Private Placement Warrants held by the Sponsor and the 7,666,667 APAC Public Warrants. Each whole warrant entitles the holder thereof to purchase one APAC Class A Ordinary Share and, following the Domestication, will entitle the holder thereof to purchase one share of New OmniAb Common Stock. Therefore, as of the date of this proxy statement/prospectus/information statement (without giving effect to the Business Combination), the APAC fully diluted share capital is 44,650,000. It is anticipated that, following the Business Combination, (1) APAC’s public shareholders are expected to own approximately 18.0% (assuming the no redemption scenario) or 0% (assuming the maximum redemption scenario) of the outstanding shares of New OmniAb Common Stock, (2) OmniAb stockholders (without taking into account any public shares held by Ligand stockholders prior to the consummation of the Business Combination) are expected to own approximately 76.3% (assuming the no redemption scenario) or 85.0% (assuming the maximum redemption scenario) of the outstanding shares of New OmniAb Common Stock and (3) the Sponsor and related parties are expected to collectively own approximately 5.7% (assuming the no redemption scenario) or 15.0% (assuming the maximum redemption scenario) of the outstanding shares of New OmniAb Common Stock. These percentages reflect the assumptions set forth in the definitions of the

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“no redemption scenario” and “maximum redemption scenario.” If the actual facts are different from the no redemption scenario, the percentage ownership of New OmniAb held by such constituencies will be different.

The following table illustrates varying ownership levels in New OmniAb immediately following the consummation of the Business Combination based on the no redemption scenario, the 50% redemption scenario and the maximum redemption scenario. Regardless of the extent of redemptions, the shares of New OmniAb Common Stock owned by non-redeeming shareholders will have an implied value of $10.27 per share immediately upon consummation of the Business Combination. The trading price of New OmniAb Common Stock immediately after consummation of the transaction is unpredictable. Please see “Risk Factors — Risks Related to Redemption” for additional information. The calculation of the total number of shares of New OmniAb Common Stock to be received by OmniAb’s (Ligand’s) stockholders in the Business Combination as illustrated in the following table, the Base Exchange Ratio and the Earnout Exchange Ratio will be based on the number of outstanding OmniAb Equity Awards (OmniAb Options, OmniAb RSUs and OmniAb PSUs) following the Distribution, including the exercise prices of the OmniAb Options, and the number of shares of Ligand Common Stock outstanding as of the Ligand Record Date for the Distribution. The calculation of the number and exercise prices of the OmniAb Equity Awards will be based on the relative trading values of the Ligand Common Stock in the “regular way” and “ex-distribution” markets during the five-trading-day period prior to the Closing. As such, the total number of shares of New OmniAb Common Stock to be received by OmniAb’s (Ligand’s) stockholders and the Base Exchange Ratio and Earnout Exchange Ratio are not determinable until the Closing. However, for illustrative purposes, based on an assumed trading price of Ligand Common Stock of $89.22 per share (the closing price of the Ligand Common Stock on June 30, 2022) and the number of shares of Ligand Common Stock and equity awards outstanding as of June 30, 2022, and an assumed trading price of Ligand Common Stock in the “regular way” and “ex-distribution” trading markets of $89.22 and $40.20 per share, respectively, there would be an aggregate of 97,731,592 shares of New OmniAb Common Stock (inclusive of the Earnout Shares) received by OmniAb’s (Ligand’s) stockholders in the Business Combination; there would be 13,587,254 OmniAb Options and an aggregate of 1,402,039 OmniAb RSUs and OmniAb PSUs outstanding following the Distribution, and the Base Exchange Ratio and the Earnout Exchange Ratio would be approximately 4.9 and 0.75, respectively. As discussed above, the exact number of shares to be received by OmniAb’s (Ligand’s) stockholders and related exchange ratios will not be calculable until the Closing, and the trading price of Ligand Common Stock in the “regular way” and “ex-distribution” markets may fluctuate and be materially different than this illustrative example. See “Questions and Answers” on pages 20-21 in the accompanying proxy statement/prospectus/information statement for a description of these markets for Ligand’s Common Stock.

	Share Ownership in New OmniAb
	No Redemption Scenario				50% Redemption Scenario(1)				Maximum Redemption Scenario(2)
	Number of Shares		Percentage of Outstanding Shares		Number of Shares		Percentage of Outstanding Shares		Number of Shares		Percentage of Outstanding Shares
APAC’s public shareholders		23,000,000		18%		11,500,000		9.9%		—		0.0%
Sponsor and related parties(3)(4)(6)		7,250,000		5.7%		7,250,000		6.2%		17,250,000		15.0%
OmniAb’s (Ligand’s) stockholders(5)(6)		97,731,592		76.3%		97,731,592		83.9%		97,731,592		85.0%
Total(7)(8)		127,981,592		100.0%		116,481,592		100.0%		114,981,592		100.0%

(1)

Assumes redemptions of 11,500,000 APAC Class A Ordinary Shares in connection with the Business Combination.

(2)

Assumes redemptions of 23,000,000 APAC Class A Ordinary Shares in connection with the Business Combination.

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(3)

(4)

(5)

(6)

The table below sets forth the share ownership in New OmniAb assuming that the Sponsor Earnout Shares and the OmniAb Earnout Shares are forfeited according to their terms:

	Share Ownership in New OmniAb
	No Redemption Scenario				50% Redemption Scenario				Maximum Redemption Scenario
	Number of Shares		Percentage of Outstanding Shares		Number of Shares		Percentage of Outstanding Shares		Number of Shares		Percentage of Outstanding Shares
APAC’s public shareholders		23,000,000		20.7%		11,500,000		11.6%		—		0.0%
Sponsor and related parties		5,333,333		4.8%		5,333,333		5.4%		16,052,083		16.2%
OmniAb’s (Ligand’s) stockholders		82,731,592		74.5%		82,731,592		83.0%		82,731,592		83.8%
Total		111,064,925		100.0%		99,564,925		100.0%		98,783,675		100.0%

(7)

The table excludes the following:

•

13,587,254 unexercised OmniAb Options;

•

1,402,039 OmniAb RSUs and OmniAb PSUs;

•

7,666,667 unexercised APAC Public Warrants;

•

8,233,333 unexercised APAC Private Placement Warrants;

•

1,666,667 unexercised APAC Warrants issued in the Forward Purchase;

•

1,666,667 unexercised APAC Warrants issued in the “Redemption Backstop” Backstop Redemption in the maximum redemption scenario; and

•

500,000 unexercised APAC Private Placement Warrants issuable pursuant to the convertible promissory note.

(8)

If all of the Sponsor’s APAC Warrants are exercised, which include the 8,233,333 APAC Private Placement Warrants, the 1,666,667 APAC Warrants issued in the Forward Purchase, the 1,666,667 APAC Warrants issued in the “Redemption Backstop” in the maximum redemption scenario, and the 500,000 unexercised APAC Private Placement Warrants issuable pursuant to the convertible promissory note, Sponsor would own: (1) approximately 12.8% of the shares of New OmniAb in the no redemption scenario, (2) approximately 13.9% of the shares of New OmniAb in the 50% redemption scenario or (3) approximately 23.1% of the shares of New OmniAb in the maximum redemptions scenario.

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	Share Ownership in New OmniAb(1)
	No Redemptions Scenario				50% Redemptions Scenario				100% Redemptions Scenario
Additional Dilution Sources	Number of Underlying Shares		Percentage of then Outstanding Shares		Number of Underlying Shares		Percentage of then Outstanding Shares		Number of Underlying Shares		Percentage of then Outstanding Shares
APAC Warrants
APAC Public Warrants(2)		7,666,667		5.7%		7,666,667		6.2%		7,666,667		6.3%
APAC Private Placement Warrants(3)		8,233,333		6.0%		8,233,333		6.6%		8,233,333		6.7%
APAC Warrants issued in the Forward Purchase(4)		1,666,667		1.3%		1,666,667		1.4%		1,666,667		1.4%
APAC Warrants issued in the “Redemption Backstop”(5)		0		0.0%		0		0.0%		1,666,667		1.4%
APAC Private Placement Warrants Issuable Pursuant to Convertible Promissory Note(6)		500,000		0.4%		500,000		0.4%		500,000		0.4%
OmniAb Prior Plans
OmniAb Options(7)		13,587,254		9.6%		13,587,254		10.4%		13,587,254		10.6%
OmniAb RSUs and OmniAb PSUs(8)		1,402,039		1.1%		1,402,039		1.2%		1,402,039		1.2%
New OmniAb Proposed Plans
2022 Plan(9)		18,235,000		12.5%		16,625,000		12.5%		16,415,000		12.5%
ESPP(10)		1,953,750		1.5%		1,781,250		1.5%		1,758,750		1.5%
Total Additional Dilutive Sources(11)		53,244,710		29.4%		51,462,210		30.6%		52,896,377		31.5%

(1)

Percentages in this table assume that the dilutive shares are added to the outstanding shares as of immediately following the Closing in the applicable redemption scenario.

(2)

(3)

(4)

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scenario plus (ii) 1,666,667 shares of New OmniAb Common Stock underlying the APAC Warrants issued in the Forward Purchase.

(5)

This row assumes (solely in the case of the maximum redemption scenario) exercise of all APAC Warrants issued in the “Redemption Backstop” to purchase 1,666,667 shares of New OmniAb Common Stock. Percentages in this row represent (a) the shares of New OmniAb Common Stock underlying the APAC Warrants purchased in the “Redemption Backstop” divided by (b) (i) the outstanding shares as of immediately following the Closing in the applicable redemption scenario plus (ii) 1,666,667 shares of New OmniAb Common Stock underlying the APAC Warrants purchased in the Redemption Backstop (in the maximum redemption scenario).

(6)

(7)

(8)

(9)

(10)

(11)

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	Share Ownership in New OmniAb
	No Redemptions Scenario					50% Redemptions Scenario(1)					100% Redemptions Scenario(2)
	Number of Shares		Value per Share(3)			Number of Shares		Value per Share(3)			Number of Shares		Value per Share(3)
Base Scenario(4)		127,981,592		$	10.27		116,481,592		$	10.27		114,981,592		$	10.25
Excluding Sponsor Earnout Shares and OmniAb Earnout Shares(5)		111,064,925		$	11.83		99,564,925		$	12.01		98,783,675		$	11.93
Assuming Exercise of APAC Public Warrants(6)		135,648,259		$	10.34		124,148,259		$	10.35		122,648,259		$	10.32
Assuming Exercise of APAC Private Placement Warrants(7)		136,214,925		$	10.34		124,714,925		$	10.35		123,214,925		$	10.33
Assuming Exercise of APAC Warrants issued in the Forward Purchase(8)		129,648,259		$	10.29		118,148,259		$	10.29		116,648,259		$	10.26
Assuming Exercise of APAC Warrants issued in the Redemption Backstop(9)		127,981,592		$	10.27		116,481,592		$	10.27		116,648,259		$	10.26
Assuming Exercise of APAC Private Placement Warrants Issuable Pursuant to Convertible Promissory Note(10)		128,481,592		$	10.27		116,981,592		$	10.28		115,481,592		$	10.25
Including Conversion of OmniAb RSUs and OmniAb PSUs(11)		129,383,631		$	10.16		117,883,631		$	10.15		116,383,631		$	10.12
Including shares reserved for issuance under 2022 Plan(12)		146,216,592		$	8.99		133,106,592		$	8.99		131,396,592		$	8.97
Including shares reserved for issuance under ESPP(13)		129,935,342		$	10.25		118,262,842		$	10.25		116,740,342		$	10.22

(1)

Assumes redemptions of 11,500,000 APAC Class A Ordinary Shares in connection with the Business Combination.

(2)

Assumes redemptions of 23,000,000 APAC Class A Ordinary Shares in connection with the Business Combination.

(3)

Based on a post-transaction equity value of New OmniAb of the following (in billions):

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	No Redemptions Scenario			50% Redemptions Scenario			100% Redemptions Scenario
	Post- Transaction Equity Value			Post- Transaction Equity Value			Post- Transaction Equity Value
Base Scenario		$	1.31		$	1.20(3)(a)		$	1.18(3)(b)
Excluding Sponsor Earnout Shares and OmniAb Earnout Shares(3)(c)		$	1.31		$	1.20		$	1.18
Assuming Exercise of APAC Public Warrants(3)(d)		$	1.40		$	1.28		$	1.27
Assuming Exercise of APAC Private Placement Warrants(3)(e)		$	1.41		$	1.29		$	1.27
Assuming Exercise of APAC Warrants issued in the Forward Purchase(3)(f)		$	1.33		$	1.22		$	1.20
Assuming Exercise of APAC Warrants issued in the Redemption Backstop(3)(g)		$	1.31		$	1.20		$	1.20
Assuming Exercise of APAC Private Placement Warrants Issuable Pursuant to Convertible Promissory Note(3)(h)		$	1.32		$	1.20		$	1.18
Including Conversion of OmniAb RSUs and OmniAb PSUs(3)(i)		$	1.31		$	1.20		$	1.18
Including shares reserved for issuance under 2022 Plan(3)(j)		$	1.31		$	1.20		$	1.18
Including shares reserved for issuance under ESPP(3)(k)		$	1.33		$	1.21		$	1.19

(3)(a)

(3)(b)

(3)(c)

(3)(d)

(3)(e)

(3)(f)

(3)(g)

Based on a post-transaction equity value of New OmniAb at the Base Scenario in the respective redemption scenario column plus the full exercise of the APAC Warrants issued in connection

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with the Redemption Backstop for a total cash exercise price of approximately $19.2 million (or $11.50 per share) (only in the maximum redemption scenario).

(3)(h)

(3)(i)

Based on a post-transaction equity value of New OmniAb at the Base Scenario in the respective redemption scenario column, but including the 1,402,039 OmniAb RSUs and OmniAb PSUs.

(3)(j)

Based on a post-transaction equity value of New OmniAb at the Base Scenario in the respective redemption scenario column, but including the shares reserved and issuable under the 2022 Plan.

(3)(k)

(4)

(5)

(6)

Represents the Base Scenario plus 7,666,667 shares of New OmniAb Common Stock issuable upon the exercise of the APAC Public Warrants.

(7)

Represents the Base Scenario plus 8,233,333 shares of New OmniAb Common Stock issuable upon the exercise of the APAC Private Placement Warrants.

(8)

Represents the Base Scenario plus 1,666,667 shares of New OmniAb Common Stock issuable upon the exercise of the APAC Warrants issued in the Forward Purchase.

(9)

(10)

Represents the Base Scenario plus 500,000 shares of New OmniAb Common Stock issuable pursuant to the repayment of the convertible promissory note.

(11)

Represents the Base Scenario plus the 1,402,039 shares of New OmniAb Common Stock underlying the OmniAb RSUs and OmniAb PSUs.

(12)

(13)

Represents the Base Scenario plus the shares of New OmniAb Common Stock proposed to be reserved and issuable under the ESPP in each redemption scenario (representing 1.5% of the sum of

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(i) the Base Scenario, (ii) all 1,402,039 shares of New OmniAb Common Stock underlying the OmniAb RSUs and OmniAb PSUs and (iii) 866,369 OmniAb Options calculated on a “net-exercised” basis as of the Closing Date, assuming shares are surrendered having a Fair Market Value on the Closing Date equal to the exercise price of such options (rounded up to the nearest whole share, and determined without regard to the vested status of the option).

The following table illustrates the effective deferred underwriting commission on a percentage basis for public shares at each redemption level identified below.

(in thousands, except share amounts)	No Redemptions			50% Redemption			Maximum Redemption
Unredeemed public shares			23,000,000			11,500,000			—
Trust proceeds to New OmniAb		$	235,750		$	117,875		$	—
Deferred underwriting commission(1)		$	4,025		$	4,025		$	4,025
Effective deferred underwriting fee (%)			1.71%			3.41%			—%
Effective deferred underwriting fee per share		$	1.18		$	0.35		$	—

(1)

Summary of the Merger Agreement

The summary of the material provisions of the Merger Agreement set forth below and elsewhere in this proxy statement/prospectus/information statement is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement/prospectus/information statement as Annex A, and which is incorporated by reference in this proxy statement/prospectus/information statement. All shareholders are encouraged to read the Merger Agreement in its entirety for a more complete description of the terms and conditions of the Business Combination.

Closing of the Transactions

The Closing is expected to take place three business days following the satisfaction or waiver of the conditions described below under the subsection entitled “— Conditions to Closing,” unless APAC, Ligand and OmniAb agree in writing to another time or unless the Merger Agreement is terminated. The Business Combination is expected to be consummated promptly after the approval of APAC’s public shareholders at the extraordinary general meeting of such shareholders described in this proxy statement/prospectus/information statement.

Merger Consideration

The Merger Agreement provides that, at the Effective Time, each outstanding share of OmniAb Common Stock (other than Treasury Shares), will be cancelled in exchange for the right to receive (i) a number of shares of New OmniAb Common Stock equal to the Base Exchange Ratio, and (ii) a number of OmniAb Earnout Shares equal to the Earnout Exchange Ratio.

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OmniAb Options, (b) New OmniAb RSUs and (c) New OmniAb PSUs, respectively, in each case, equal to (1) the number of shares of OmniAb Common Stock underlying such OmniAb Equity Awards immediately prior to the Effective Time multiplied by (2) the Base Exchange Ratio. Each holder of an OmniAb Option, OmniAb RSU and/or OmniAb PSU will also receive a number of OmniAb Earnout Shares equal to the number of shares of OmniAb Common Stock underlying such OmniAb Options, OmniAb RSUs and/or OmniAb PSUs, as applicable, multiplied by the Earnout Exchange Ratio, and the exercise price of each outstanding New OmniAb Option will be equal to the exercise price of the pre-conversion OmniAb Option divided by the Base Exchange Ratio.

Effective Time

The Merger Agreement provides that the Merger will become effective upon the filing of a certificate of merger with the Secretary of State of the State of Delaware, or at such later time as the parties may specify in such certificate of merger.

Representations and Warranties

The Merger Agreement contains representations and warranties of Ligand relating, among other things, to:

the due organization, qualification and good standing (where applicable) of Ligand;

the due authorization of Ligand’s entry into and execution of the Merger Agreement and Transaction Documents, and its performance of its obligations thereunder, and;

the absence of government consents required to be obtained or made by Ligand in connection with the Merger Agreement and Transaction Documents, except for or in compliance with (a) the HSR Act and other requisite regulatory approvals, (b) the filing of a certificate of merger and charter with the Secretary of State of the State of Delaware, (c) the rules and regulations of NASDAQ, (d) requirements of state securities or “blue sky” laws, the Securities Act and the Exchange Act, (e) certain consents listed under the disclosure schedules of the Merger Agreement, and (f) consents the failure of which to be made or obtained would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect or SpinCo Material Adverse Effect (each as defined in the Merger Agreement);

the absence of conflicts by the execution, delivery and performance of the Merger Agreement and Transaction Documents with laws applicable to, or organizational documents and material contracts of, Ligand;

the absence of (a) litigation and proceedings pending or threatened and (b) material judgments, decrees, injunctions or orders, in each case, against Ligand;

the absence of brokerage fees, finders’ fees or other similar commissions based upon arrangements made by Ligand or any of its affiliates in connection with the transactions contemplated by the Merger Agreement;

the implementation and maintenance of internal controls over financial reporting, and the absence of any material, unresolved complaint, allegation, assertion or claim regarding the impropriety of any accounting or auditing practice, procedure, methodology or method of Ligand; and

the due disclosure of a correct and complete list of Ligand equity awards that are outstanding as of the date of the Merger Agreement, and any other rights to purchase or receive Ligand common stock.

The Merger Agreement contains representations and warranties by Ligand in respect of the OmniAb Business relating, among other things, to:

the due organization, qualification and good standing (where applicable) of OmniAb and its subsidiaries;

178

the due authorization of OmniAb’s entry into and execution of the Merger Agreement and Transaction Documents and its performance of its obligations thereunder, and the enforceability of the Merger Agreement and Transaction Documents against OmniAb;

the capitalization of OmniAb and its subsidiaries, including the outstanding capital stock, warrants and other share purchase rights and securities;

the absence of requirements to make filings, submissions or applications with, or to obtain consents from, governmental authorities required in connection with the execution, delivery and performance of the Merger Agreement and Transaction Documents by OmniAb and its subsidiaries, except for or in compliance with (a) the HSR Act requirements, (b) the filing of a certificate of merger and charter with the Secretary of State of the State of Delaware, (c) requirements of state securities or “blue sky” laws, the Securities Act and the Exchange Act, (d) certain consents listed under the disclosure schedules of the Merger Agreement, and (f) consents the failure of which to be made or obtained would not reasonably be expected to, individually or in the aggregate, have a SpinCo Material Adverse Effect;

the absence of conflicts between the execution, delivery and performance of the Merger Agreement and Transaction Documents and laws applicable to, or the organizational documents or material contracts of, OmniAb and its subsidiaries;

the sufficiency of the assets of OmniAb for the conduct of the OmniAb Business immediately following the Closing;

the preparation and delivery of the combined statements of operations of the OmniAb Business for the fiscal years ended December 31, 2019, December 31, 2020 and December 31, 2021, and the combined balance sheets of the OmniAb Business for the fiscal years ended December 31, 2020 and December 31, 2021;

the absence of undisclosed liabilities, except for such liabilities (a) reflected on the combined balance sheet of the OmniAb Business as of December 31, 2021, (b) that have arisen since December 31, 2021 in the ordinary course of business, (c) that have arisen in connection with the Merger Agreement and Transaction Documents, or (d) that would not reasonably be expected to be material to OmniAb and its subsidiaries;

the absence of (a) litigation and proceedings pending or threatened and (b) material judgments, decrees, injunctions or orders, in each case, against OmniAb and its subsidiaries;

10.

the absence of any real property owned by OmniAb and its subsidiaries, and the validity and enforceability of OmniAb’s leasehold interests;

11.

the filing of material tax returns required to be filed by or with respect to OmniAb and its subsidiaries, and audits, assessments or other proceedings in relation to the tax returns or taxes of OmniAb and its subsidiaries;

12.

the operation of the OmniAb Business in the ordinary course in all material respects, except in connection with the consummation and performance of the Merger Agreement and Transaction Documents, since December 31, 2021, by OmniAb, and there having been no SpinCo Material Adverse Effect from December 31, 2021 through the date of the Merger Agreement;

13.

OmniAb and its subsidiaries not being party to certain material contracts, except as disclosed in the disclosure schedules to the Merger Agreement;

14.

OmniAb’s registered intellectual property, and the absence of violation, infringement or misappropriation of intellectual property of OmniAb or its subsidiaries by any person, or of intellectual property of any other person by OmniAb and its subsidiaries;

15.

OmniAb and its subsidiaries’ compliance with applicable laws (including labor and employment laws, other laws relating to OmniAb’s benefit plans and environmental laws);

179

16.

the absence of contracts with any affiliates of OmniAb or its subsidiaries, except for such contracts made in the ordinary course of business and as set forth in the disclosure schedules of the Merger Agreement;

17.

the absence of brokerage fees, finders’ fees or other similar commissions based upon arrangements made by OmniAb and its subsidiaries in connection with the transactions contemplated by the Merger Agreement;

18.

the information supplied by Ligand or OmniAb or any of their respective subsidiaries specifically for inclusion in the proxy statement/prospectus/information statement;

19.

the approvals of the Merger Agreement and Transaction Documents required from each of the board and sole stockholder of OmniAb and the board of Ligand;

20.

the absence of APAC capital stock that is or will be owned as of the Closing Date (as defined in the Merger Agreement) by Ligand or OmniAb or any of their respective subsidiaries, except as contemplated by the Merger Agreement;

21.

the compliance by OmniAb and its subsidiaries with all applicable healthcare law and regulatory matters;

22.

the compliance by OmniAb and its subsidiaries with OmniAb’s data privacy and data security policies and applicable laws relating to the use, collection, retention, or other processing of or dealing with any personal data;

23.

the compliance by OmniAb and its subsidiaries with anti-bribery, anti-corruption and anti-money laundering laws;

24.

the absence of sanctions, import, and export controls on OmniAb, its subsidiaries, and their respective directors, officers, employees, agents or any other person acting on behalf of OmniAb or its subsidiaries; and

25.

the absence of any other representations and warranties of APAC, Merger Sub or their affiliates.

The Merger Agreement contains representations and warranties of APAC and Merger Sub relating, among other things, to:

the due organization, qualification and good standing (where applicable) of APAC and Merger Sub;

the due authorization of APAC and Merger Sub’s entry into and execution of the Merger Agreement and Transaction Documents and its performance of its obligations thereunder, and the enforceability of the Merger Agreement and Transaction Documents against APAC and Merger Sub;

the capitalization of APAC and Merger Sub, including the outstanding capital stock, warrants and other share purchase rights and securities of each;

the absence of requirements to make filings, submissions or applications with, or to obtain consents from, governmental authorities required in connection with the execution, delivery and performance of the Merger Agreement and Transaction Documents by APAC and Merger Sub, except for or in compliance with (a) the HSR Act requirements, (b) in connection with the Domestication (as defined in the Merger Agreement), the applicable requirements and required approval of the Cayman Registrar, and (c) certain consents listed under the disclosure schedules of the Merger Agreement;

APAC’s internal controls, and the financial statements contained in APAC’s SEC filings;

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the absence of undisclosed liabilities, except for such liabilities (a) reflected in the balance sheet of APAC as of December 31, 2021, (b) that have arisen in the ordinary course of business or in connection with the Merger Agreement and Transaction Documents, or (c) that would not be material to APAC and Merger Sub;

the absence of (a) litigation and proceedings pending or threatened and (b) material investigations, judgments, decrees, injunctions or orders against APAC and Merger Sub;

the filing of material tax returns required to be filed by or with respect to APAC and Merger Sub, and audits, assessments or other proceedings in relation to the tax returns or taxes of APAC and Merger Sub;

10.

the operation by APAC and Merger Sub of their respective businesses in the ordinary course in all material respects since December 31, 2021, and there having been no Parent Material Adverse Effect (as defined in the Merger Agreement) from December 31, 2021 through the date of the Merger Agreement;

11.

the absence of brokerage fees, finders’ fees or other similar commissions based upon arrangements made by APAC and Merger Sub in connection with the transactions contemplated by the Merger Agreement;

12.

the information supplied by APAC specifically for inclusion in the proxy statement/prospectus/information statement;

13.

APAC having timely filed or furnished all statements, prospectuses, registration statements, forms, reports and documents required to be filed by it with the SEC since August 12, 2021, pursuant to the Exchange Act or the Securities Act;

14.

APAC’s trust account, including there being $235,750,000 held in the trust account, of which $8,050,000 represents deferred underwriting commissions and other fees;

15.

APAC not being an “investment company” or a person directly or indirectly “controlled” by or acting on behalf of an “investment company,” in each case within the meaning of the Investment Company Act of 1940, and APAC’s status as an “emerging growth company” within the meaning of the JOBS Act;

16.

the indebtedness of APAC and Merger Sub;

17.

the registration and Nasdaq-listing status of the APAC Class A Ordinary Shares, the APAC Warrants and the APAC Units;

18.

APAC having conducted no business activities other than activities related to its initial public offering or directed toward the accomplishment of a business combination;

19.

the absence of required payments of any amount to any current or former employee, officer, director or independent contractor of APAC that could constitute an “excess parachute payment” as defined in section 280G of the Code; and

20.

the absence of any other representations and warranties of Ligand, OmniAb or any of their affiliates.

Material Adverse Effect

Under the Merger Agreement, certain representations and warranties of APAC, Ligand and OmniAb are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred.

APAC Material Adverse Effect

Pursuant to the Merger Agreement, a material adverse effect with respect to APAC (“APAC Material Adverse Effect”) means any change, event, development, condition, occurrence or effect that (a) has, or

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would reasonably be expected to have, individually or in the aggregate with any other change, event, development, condition, occurrence or effect, a material adverse effect on the business or financial condition of APAC or Merger Sub, taken as a whole, or (b) has, or would reasonably be expected to, individually or in the aggregate, materially impair or materially delay the ability of APAC to perform its obligations under the Merger Agreement or under the Separation Agreement, or to consummate the Transactions, including the Merger and the Separation, or prevent it from performing such obligations or consummating the Transactions.

However, in no event would any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, an APAC Material Adverse Effect:

(i)

any changes resulting from general market, economic, financial, capital markets or regulatory conditions;

(ii)

any general changes in the credit, debt, financial or capital markets or changes in interest or exchange rates;

(iii)

any changes in applicable law or GAAP (or, in each case, authoritative interpretations thereof);

(iv)

any changes resulting from any natural disaster, including any hurricane, storm, flood, tornado, volcanic eruption, earthquake, other weather-related events, or other comparable events, or any worsening thereof;

(v)

any changes resulting from local, national or international political conditions, including the outbreak or escalation of any military conflict, declared or undeclared war, armed hostilities, acts of foreign or domestic terrorism or civil unrest;

(vi)

any changes generally affecting the industries in which APAC conducts its businesses;

(vii)

any changes directly resulting from the execution of the Merger Agreement or the Transaction Documents or the announcement or the pendency of the Merger or the Transactions, including actions of suppliers, landlords, distributors, partners or governmental authorities and any loss of employees, relationships or customers resulting from the transactions contemplated by the Merger Agreement (provided, that this clause (vii) shall not apply to any representation or warranty to the extent the purpose of such representation or warranty is to address, as applicable, the consequences resulting from the execution of the Merger Agreement or the Separation Agreement or the announcement or the pendency of the Merger or the Separation);

(viii)

any changes resulting from any action required to be taken by the terms of the Merger Agreement or at the request or direction of Ligand;

(ix)

the failure to meet any internal or analysts’ expectations, projections or results of operations (but not, in each case, the underlying cause of any such changes, unless such underlying cause would otherwise be excepted by another clause of this definition);

(x)

any changes resulting from any epidemics, pandemics or disease (including COVID-19 or any COVID-19 Measures or any change in COVID-19 Measures following the date hereof); or

(xi)

elections to redeem APAC Class A Ordinary Shares in connection with APAC’s extraordinary general meeting as required by APAC’s governing documents.

The incremental disproportionate impact of any event referred to in clauses (i), (ii), (iii), (iv), (v), (vi) and (x), above may be taken into account in determining if an APAC Material Adverse Effect has occurred to the extent such event disproportionately impacts APAC or Merger Sub, taken as a whole, as compared to other participants in similar industries to the industries in which APAC operates.

OmniAb Material Adverse Effect

Pursuant to the Merger Agreement, a material adverse effect with respect to OmniAb (“OmniAb Material Adverse Effect”) means any change, event, development, condition, occurrence or effect that (a) has, or would reasonably be expected to have, individually or in the aggregate with any other change, event, development, condition, occurrence or effect, a material adverse effect on the business, financial

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condition or results of operations of the OmniAb Business, taken as a whole or (b) has, or would reasonably be expected to, individually or in the aggregate, materially impair or materially delay the ability of OmniAb to perform its obligations under the Merger Agreement or under the Separation Agreement, or to consummate the Transactions, including the Merger and the Separation, or prevent it from performing such obligations or consummating the Transactions.

However, in no event would any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, an OmniAb Material Adverse Effect:

(i)

any changes resulting from general market, economic, financial, capital markets or regulatory conditions;

(ii)

any general changes in the credit, debt, financial or capital markets or changes in interest or exchange rates;

(iii)

any changes in applicable law or GAAP (or, in each case, authoritative interpretations thereof);

(iv)

(v)

(vi)

any changes generally affecting the industries in which the OmniAb entities conduct their businesses;

(vii)

any changes directly resulting from the execution of the Merger Agreement or the Separation Agreement or the announcement or the pendency of the Merger or the Separation, including actions of suppliers, landlords, distributors, partners or governmental authorities and any loss of employees, relationships or customers resulting from the transactions contemplated by the Merger Agreement (provided, that this clause (vii) shall not apply to any representation or warranty to the extent the purpose of such representation or warranty is to address, as applicable, the consequences resulting from the execution of the Merger Agreement or the Separation Agreement or the announcement or the pendency of the Merger or the Separation);

(viii)

any changes resulting from any action required to be taken by the terms of the Merger Agreement (other than the first sentence of Section 7.2 therein) or at the request or direction of APAC or Merger Sub;

(ix)

(x)

any changes resulting from any epidemics, pandemics or disease (including COVID-19 or any COVID-19 Measures or any change in COVID-19 Measures following the date hereof).

The incremental disproportionate impact of any event referred to in clauses (i), (ii), (iii), (iv), (v), (vi) and (x), above may be taken into account in determining if an OmniAb Material Adverse Effect has occurred to the extent such event disproportionately impacts the OmniAb entities or the OmniAb Business, taken as a whole, as compared to other participants in similar industries to the industries in which the OmniAb Business operates.

Covenants

Each of the parties to the Merger Agreement have agreed to use reasonable best efforts to obtain required consents and approvals from any governmental authority or commercially reasonable efforts in the case of consents from third parties. Each of the parties to the Merger Agreement have also agreed to (a) cooperate and use their respective commercially reasonable efforts to take or cause to be taken such

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other actions as may be necessary to consummate the Business Combination as promptly as practicable, and (b) use commercially reasonable efforts to take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of the other party or otherwise to comply with the Merger Agreement and to consummate the Business Combination as soon as practicable.

Prior to the Closing, each of OmniAb and Ligand have agreed to, and agreed to cause their respective subsidiaries to, operate the OmniAb Business in the ordinary course of business in all material respects, including recent past practice in light of the current COVID-19 pandemic. APAC has agreed to, and agreed to cause its subsidiaries to, operate its business in the ordinary course of business.

Each of OmniAb and Ligand have agreed that, unless otherwise required or permitted under the Merger Agreement, required by law or in connection with certain pre-Closing restructuring transactions contemplated to be entered into by OmniAb and Ligand prior to the Closing and subject to certain disclosed exceptions, neither OmniAb nor its subsidiaries will take, among others, the following actions during the interim period between signing of the Merger Agreement and Closing without the prior written consent of APAC (which consent will not be unreasonably conditioned, withheld, delayed or denied):

•

amend, modify, restate, waive, rescind or otherwise change the governing documents of any of OmniAb and OmniAb’s subsidiaries, other than an amendment to the certificate of incorporation of OmniAb to increase the number of authorized or outstanding shares of OmniAb Common Stock in connection with the distribution in accordance with the Merger Agreement and the Transaction Documents;

•

other than as required for the Distribution, (i) declare, set aside or pay any dividends on or make other distributions in respect of any of the interests of any of OmniAb or OmniAb’s subsidiaries (whether in cash, securities or property), except for the declaration and payment of cash dividends or distributions paid on or with respect to a class of interests of any of OmniAb or OmniAb’s subsidiaries that is wholly-owned directly or indirectly by OmniAb, (ii) split, combine, subdivide, reduce, or reclassify any of the interests of any of OmniAb or OmniAb’s subsidiaries or issue or authorize or propose the issuance of any other securities in respect of, in lieu of, or in substitution for, interests of OmniAb or OmniAb’s subsidiaries or (iii) redeem, repurchase or otherwise acquire, or permit any subsidiary to redeem, repurchase or otherwise acquire, any interests (including any securities convertible or exchangeable into such interests) (except for the acquisition by Ligand or any of its subsidiaries of any shares of capital stock, membership interests or other equity interests of Ligand or its subsidiaries in connection with the forfeiture of any Ligand equity awards, in each case, in accordance with their respective terms as in effect as of the date of the Merger Agreement);

•

other than as contemplated by the Distribution, issue, sell, pledge, dispose of, grant, transfer or encumber, any shares of capital stock of, any other interests in, or any of OmniAb’s voting debt of, any of OmniAb or OmniAb’s subsidiaries of any class, or securities convertible into, or exchangeable or exercisable for, any shares of such capital stock or other interests in any of OmniAb or OmniAb’s subsidiaries, or any options, warrants, stock units, or other rights of any kind to acquire any shares of capital stock or other interests or such convertible or exchangeable securities, or any other ownership interest (including any such interest represented by contract right), or any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock based performance rights, in each case, of OmniAb or OmniAb’s subsidiaries, other than (i) the issuance by OmniAb or any of OmniAb’s subsidiaries that is a wholly-owned subsidiary of OmniAb of its capital stock or other interests to OmniAb or another wholly-owned subsidiary of OmniAb or (ii) the issuance of capital stock or other interests upon the exercise, vesting or settlement of Ligand equity awards outstanding as of the date of the Merger Agreement and, in each case, in accordance with their respective terms as in effect as of the date of the Merger Agreement;

•

sell, assign, transfer, convey, lease, license, abandon, mortgage, pledge or permit any lien on (other than a permitted lien) or otherwise dispose of any of OmniAb’s assets (excluding intellectual property);

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•

(i) purchase, sell, license, sublicense, lease, pledge, covenant not to assert, assign, transfer, abandon, cancel, let lapse or expire, or otherwise dispose, transfer or grant any other rights in or with respect to any intellectual property (other than with respect to (A) immaterial or obsolete OmniAb owned intellectual property or (B) the grant of non-exclusive licenses of OmniAb owned intellectual property in the ordinary course of business consistent with past practice); or (ii) disclose any material trade secrets of the OmniAb Business to any other person (other than in the ordinary course of business consistent with past practice to a person bound by adequate and enforceable use restrictions and confidentiality obligations with respect to such trade secrets);

•

receive, collect, use, store, process, share, safeguard, secure (technically, physically or administratively), dispose of, destroy, disclose, or transfer (including cross-border) any personal information (or fail to do any of the foregoing, as applicable) in material violation of any privacy requirements;

•

merge, combine or consolidate (pursuant to a plan of merger or otherwise) any of OmniAb or OmniAb’s subsidiaries with any person or adopt a plan of complete or partial liquidation or resolutions providing for a complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of any of OmniAb or OmniAb’s subsidiaries;

•

acquire (including by merger, consolidation, or acquisition of shares or assets), lease or license, (i) any interest in any person or (ii) any assets of any person that would be an asset of OmniAb or OmniAb’s subsidiaries at the Effective Time, other than, in the case of clause (ii), (A) in the ordinary course of business with respect to assets having a value not exceeding $2,000,000, individually, or $4,000,000, in the aggregate, the purchase price for which will be paid by Ligand or any of its subsidiaries prior to the distribution date;

•

repurchase, repay, prepay, refinance or incur any indebtedness for borrowed money, issue any debt securities, engage in any securitization transactions or similar arrangements or assume, guarantee or endorse, or otherwise as an accommodation become responsible for (whether directly, contingently or otherwise), the obligations of any person for borrowed money other than in the ordinary course of business consistent with past practice and in an aggregate amount not to exceed $500,000;

•

make any material loans, material capital contributions or material investments in, or advances of money to, in each case, in excess of $2,000,000 individually or $4,000,000 in the aggregate, to any person (other than OmniAb or OmniAb’s subsidiaries), in each case, except for (i) advances to employees or officers of any of OmniAb or OmniAb’s subsidiaries for expenses incurred in the ordinary course of the OmniAb Business consistent with past practice and in accordance with Ligand’s and its subsidiaries’ policies in respect thereof or (ii) extended payment terms for customers in the ordinary course of the OmniAb Business consistent with past practice;

•

(A) amend or modify in any material respect, terminate (excluding any expiration in accordance with its terms), or waive any material right, benefit or remedy under, any OmniAb material contract or (B) enter into any contract that if entered into prior to the date hereof would be an OmniAb material contract;

•

except as contemplated by the Transaction Documents, as required by applicable law or as required by any existing Ligand benefit plan, or in the ordinary course of business consistent with past practice, (i) adopt, enter into, amend or alter in any respect or terminate any Ligand benefit plan in respect of any OmniAb trade secret (other than the grant of equity awards in the ordinary course of business consistent with past practice), or any OmniAb benefit plan, (ii) grant or agree to grant any material increase in the wages, salary, bonus or other compensation, remuneration or benefits of any OmniAb service provider, or that would result in any material liability to any of OmniAb or OmniAb’s subsidiaries, (iii) grant or provide any change-in-control, severance, termination, retention or similar payments or benefits to any OmniAb service provider, or that would result in any material liability to any of OmniAb or OmniAb’s subsidiaries, (iv) hire or engage, or make an offer to hire or engage, any officer, employee, service provider or individual independent contractor of any of OmniAb or OmniAb’s subsidiaries

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whose annual base pay exceeds $250,000, or (v) terminate (without cause) the employment of any OmniAb Employee or engagement of any OmniAb Independent contractor whose annual base pay or retainer exceeds $250,000;

•

except as required or permitted by GAAP, make any material change to any financial accounting principles, methods or practices of any of OmniAb or OmniAb’s subsidiaries or with respect to the OmniAb Business;

•

waive, release, settle, compromise or otherwise resolve any action, litigation or other proceedings, except where such waivers, releases, settlements or compromises involve only the payment of monetary damages in an amount less than $375,000 in the aggregate;

•

(i) make, change or revoke any material tax election in respect of the OmniAb Business that would bind any of OmniAb or OmniAb’s subsidiaries for periods following the Effective Time (other than an election reasonably required in connection with the separation) or (ii) settle or compromise any material tax liability for which any of OmniAb or OmniAb’s subsidiaries would be responsible under any Transaction Documents;

•

make or commit to make any capital expenditures, on an annualized basis, in the aggregate, in excess of $2,000,000, in the aggregate;

•

enter into any collective bargaining agreement or other similar contract with a labor union, works’ council, employee representative body or labor organization that would constitute an OmniAb collective bargaining agreement or in respect of which APAC or its subsidiaries will have any liability or obligations following the Effective Time, or amend or modify any of OmniAb’s collective bargaining agreement;

•

disclose or agree to disclose to any person (other than APAC or any of its representatives) any material trade secret or any other material confidential or proprietary information, know-how or process of Ligand or any of its subsidiaries, in each case other than in the ordinary course of business consistent with past practice and pursuant to customary contractual obligations or fiduciary or professional duty to maintain the confidentiality thereof;

•

terminate without replacement or fail to use reasonable efforts to maintain any license or permit that is material to the conduct of the business of Ligand and its subsidiaries, taken as a whole;

•

waive the restrictive covenant obligations of any current officer of Ligand or any of OmniAb or OmniAb’s subsidiaries;

•

(i) limit the right of Ligand or any of OmniAb or OmniAb’s subsidiaries to engage in any line of business or in any geographic area, to develop, market or sell products or services, or to compete with any person or (ii) grant any exclusive or similar rights to any person, in each case, except where such limitation or grant does not, and would not be reasonably likely to, individually or in the aggregate, materially and adversely affect, or materially disrupt, the ordinary course operation of the businesses of Ligand or any of OmniAb or OmniAb’s subsidiaries, taken as a whole;

•

terminate without replacement or amend in a manner materially detrimental to Ligand and its subsidiaries, taken as a whole, any insurance policy insuring the business of Ligand or any of OmniAb or OmniAb’s subsidiaries; or

•

authorize or enter into any contract to do any of the foregoing or otherwise agree or make any commitment to do any of the foregoing.

APAC has agreed that, unless otherwise required or permitted under the Merger Agreement, and subject to certain disclosed exceptions, neither APAC nor its subsidiaries will take the following actions during the interim period between signing of the Merger Agreement and Closing, among others, without the prior written consent of OmniAb and Ligand (which consent will not be unreasonably conditioned, withheld, delayed or denied):

•

seek any approval from APAC’s shareholders to amend, modify, restate, waive, rescind or otherwise change the trust agreement or the governing documents of APAC or Merger Sub (other than as contemplated by the transaction proposals);

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•

(i) make or declare any dividend or distribution to APAC’s shareholders or make any other distributions in respect of any of APAC’s equity interests or Merger Sub capital stock, share capital or equity interests, (ii) split, combine, reclassify or otherwise amend any terms of any shares or series of APAC’s equity interests or Merger Sub capital stock or equity interests, or (iii) purchase, repurchase, redeem or otherwise acquire any issued and outstanding share capital, outstanding shares of capital stock, share capital or membership interests, warrants or other equity interests of APAC or Merger Sub, other than a redemption of shares of New OmniAb Class A Common Stock made as part of the redemptions;

•

make, change or revoke any material tax election or (ii) settle or compromise any material tax liability;

•

enter into, renew or amend in any material respect, any transaction or contract with an Affiliate of APAC or Merger Sub (including, for the avoidance of doubt, (i) the Sponsor and (ii) any person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater);

•

incur or assume any indebtedness or guarantee any indebtedness of another person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of Ligand or any of Ligand’s subsidiaries or guaranty any debt securities of another person, other than any indebtedness (x) for borrowed money or guarantee from its affiliates and stockholders in order to meet its reasonable capital requirements, with any such loans to be made only as reasonably required by the operation of APAC in due course on a non-interest basis and otherwise with arm’s-length terms and conditions and repayable at the Closing, and in any event in an aggregate amount not to exceed $100,000 (or, in the case of working capital loans, up to $150,000), or (y) incurred between APAC and Merger Sub;

•

(i) issue any APAC securities or securities exercisable for or convertible into APAC securities, other than issuances contemplated by the transactions, (ii) grant any options, warrants or other equity-based awards with respect to APAC securities not outstanding on the date hereof or (iii) amend, modify or waive any of the material terms or rights set forth in any APAC Warrant or the warrant agreement, including any amendment, modification or reduction of the warrant price set forth therein; or

•

enter into any agreement to do any action prohibited by the foregoing.

Securities Law Filings

APAC, Ligand and OmniAb agreed to jointly prepare and APAC agreed to file with the SEC, the registration statement on Form S-4 of which this proxy statement/prospectus/information statement is a part (the “S-4”) relating to the transactions contemplated by the Merger Agreement. APAC, Ligand and OmniAb agreed to jointly prepare and Ligand agreed to file with the SEC, the information statement on Form 10 that forms a part of this proxy statement/prospectus/information statement (the “Form 10”) relating to the transactions contemplated by the Merger Agreement. Each of APAC, Ligand and OmniAb agreed to use their reasonable best efforts to: (i) cause the S-4 and Form 10 to comply in all material respects with the applicable U.S. federal securities laws; (ii) have the S-4 and Form 10 declared effective as promptly as practicable after it is filed with the SEC; (iii) keep the S-4 and Form 10 effective as long as is necessary to consummate the Business Combination; (iv) cooperate and provide one another with a reasonable opportunity to review any amendment or supplement to the S-4 and Form 10; and (v) promptly notify the other of, cooperate with each other with respect to any response to, and respond promptly to any comments of the SEC or its staff on the S-4 and Form 10.

Antitrust Approvals

Promptly, and in any event within ten business days, following the execution of the Merger Agreement, APAC and Ligand are each required to make all pre-merger notification filings required under the HSR Act. The parties submitted filings required under the HSR Act in connection with the transactions contemplated by the Merger Agreement on April 6, 2022.

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Modification in Recommendation

The Merger Agreement provides that the APAC Board will not withdraw, amend, qualify or modify its recommendation to APAC’s shareholders that they vote in favor of the Condition Precedent Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to APAC’s shareholders, a “Modification in Recommendation”); provided, that the APAC Board may make a Modification in Recommendation if it determines in good faith, after consultation with its outside legal counsel, in response to an Intervening Event (as defined below), that a failure to make a Modification in Recommendation would be inconsistent with its fiduciary obligations to APAC’s shareholders under applicable law; provided, further, that: (i) APAC shall have delivered written notice to Ligand of its intention to make a Modification in Recommendation at least five business days prior to the taking of such action by APAC, (ii) during such period and prior to making a Modification in Recommendation, if requested by Ligand, APAC shall have negotiated in good faith with Ligand regarding any revisions or adjustments proposed by Ligand to the terms and conditions of the Merger Agreement as would enable the APAC Board to reaffirm its recommendation and not make such Modification in Recommendation and (iii) if Ligand requested negotiations in accordance with clause (ii), APAC may make a Modification in Recommendation only if the APAC Board, after considering in good faith any revisions or adjustments to the terms and conditions of the Merger Agreement that Ligand shall have, prior to the expiration of the five business day period, offered in writing to APAC, continues to determine in good faith that failure to make a Modification in Recommendation would be inconsistent with its fiduciary duties to APAC’s shareholders under applicable law. To the fullest extent permitted by applicable law, APAC’s obligations to establish a record date for, duly call, give notice of, convene and hold the extraordinary general meeting shall not be affected by any Modification in Recommendation, and APAC has agreed to establish a record date for, duly call, give notice of, convene and hold the extraordinary general meeting and submit for approval the Condition Precedent Proposals irrespective of whether a Modification in Recommendation has occurred. As used in this section, “Intervening Event” means any change, event, development, condition, occurrence or effect that (i) was not known to or reasonably foreseeable by the APAC Board as of the date of the Merger Agreement and (ii) does not relate to (A) any business combination (other than the Merger or the other transactions contemplated by the Merger Agreement) or (B) clearance of the Business Combination by any governmental authority; provided, that (1) any change in the price or trading volume of APAC Class A Ordinary Shares shall not be taken into account for purposes of determining whether an Intervening Event has occurred and (2) Ligand’s, OmniAb’s or any of their respective subsidiaries’ meeting, failing to meet or exceeding projections (in and of itself, but not the underlying causes thereof) shall not be taken into account for purposes of determining whether an Intervening Event has occurred.

Exclusivity

The Merger Agreement provides that Ligand shall immediately cease, and shall cause its subsidiaries and shall use reasonable best efforts to cause its representatives to immediately cease, any discussions or negotiations with any person (other than APAC or its affiliates) that may be ongoing with respect to an OmniAb Proposal (as defined below), or any inquiry, proposal or offer that would reasonably be expected to lead to an OmniAb Proposal, and shall promptly request that each person that has been provided with any confidential information in connection with any OmniAb Proposal prior to the date of the Merger Agreement promptly return or destroy such information, including promptly terminating any access by any person to any physical or electronic data room relating to any OmniAb Proposal. From the date of the Merger Agreement until the earlier to occur of (a) the termination of the Merger Agreement pursuant to its terms and (b) the Effective Time, Ligand shall not, and shall cause its subsidiaries and shall use reasonable best efforts to cause its representatives not to: (i) solicit, initiate, knowingly encourage or knowingly facilitate (including by way of furnishing information that has not been previously publicly disseminated) any proposal from or on behalf of a third party relating to, directly or indirectly, any acquisition (whether by merger, purchase of Interests, purchase of assets or otherwise), exclusive license, joint venture, partnership, recapitalization, liquidation, dissolution or other transaction involving any portion of the business or assets of Ligand and its subsidiaries that, individually or in the aggregate, constitutes 15% or more of the net revenues, net income or assets of the OmniAb Business (taken as a whole) (any of the foregoing, an “OmniAb Proposal”), or any inquiry, proposal or offer which would reasonably be expected to lead to an OmniAb Proposal, (ii) engage in any discussions or negotiations regarding, or furnish to any person any nonpublic information relating to the OmniAb Business, any OmniAb Assets or OmniAb or any of its subsidiaries in

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connection with, any OmniAb Proposal or any inquiry, proposal, effort or attempt related to or that would reasonably be expected to lead to, an OmniAb Proposal, (iii) adopt, approve or recommend, or publicly propose to adopt, approve or recommend, any OmniAb Proposal or (iv) approve or authorize, or cause or permit Ligand or any of its subsidiaries to enter into, any merger agreement, acquisition agreement, reorganization agreement, letter of intent, memorandum of understanding, agreement in principle, option agreement, joint venture agreement, partnership agreement or similar agreement or document relating to, or providing for, any OmniAb Proposal; provided, that the foregoing shall limit Ligand’s ability to pursue or engage in any transaction relating to substantially all of the business of Ligand and its subsidiaries, taken as a whole (as opposed to solely the OmniAb Business), so long as such transaction would not prevent or materially impair or materially delay Ligand’s ability to comply with its obligations under the Merger Agreement and under the Separation Agreement or to consummate the transactions contemplated thereby; provided, further, that the foregoing shall not affect any of the obligations of Ligand and OmniAb or its subsidiaries under the Merger Agreement or any other Transaction Document (as defined therein).

The Merger Agreement provides that, at any time prior to the earlier of (i) 180 days after the date thereof or (ii) the S-4 being declared effective by the SEC, Ligand may: (x) furnish information in response to a request therefor (including nonpublic information regarding Ligand or any of its subsidiaries) to any person or its representatives who makes an unsolicited proposal to acquire all or at least seventy-five percent (75%) of the voting securities of Ligand or at least seventy-five (75%) of the assets of Ligand and its subsidiaries, taken as a whole, that is conditioned on the termination of the Merger Agreement (any such proposal, a “Ligand Acquisition Proposal”), in each case, provided, that prior to furnishing any such information, the person making such Ligand Acquisition Proposal enters into a confidentiality agreement with Ligand at least as restrictive as the existing confidentiality agreement between OmniAb and APAC; and (y) engage or participate in any discussions or negotiations with any person regarding such Ligand Acquisition Proposal. Ligand also agreed to promptly (and, in any event, within two business days) give notice to APAC if any Ligand Acquisition Proposal is received by Ligand, setting forth in such notice the material terms and conditions of any such proposals or offers.

The Merger Agreement provides that, at any time prior to the earlier of (i) 180 days after the date of the Merger Agreement or (ii) the S-4 being declared effective by the SEC, Ligand may elect to terminate the Merger Agreement, pursuant to and subject to the terms of Section 9.1(i) and Section 9.3 thereof, in order to enter into a definitive agreement with respect to a Ligand Acquisition Proposal; provided, that, prior to entering into any such definitive agreement with respect to a Ligand Acquisition Proposal, (x) Ligand must have delivered notice to APAC of its intention to enter into such definitive agreement at least five business days prior to the taking of such action by Ligand and (y) during such five-business day period, and prior to entering into such definitive agreement, if requested by APAC, Ligand shall negotiate in good faith with APAC regarding any revisions or adjustments proposed by APAC to the terms and conditions of the Merger Agreement.

The Merger Agreement further provides that APAC shall immediately cease and shall use reasonable best efforts to cause its Representatives to immediately cease, any discussions or negotiations with any Person (other than the Ligand or its affiliates) that may be ongoing with respect to an APAC Proposal (as defined below), or any inquiry, proposal or offer that would reasonably be expected to lead to an APAC Proposal. From the date of the Merger Agreement until the earlier to occur of (i) the termination of the Merger Agreement pursuant to Article IX therein and (ii) the Effective Time, APAC shall not and shall use reasonable best efforts to cause its Representatives not to: (w) solicit, initiate, knowingly encourage or knowingly facilitate (including by way of furnishing information that has not been previously publicly disseminated) any proposal from or on behalf of a third party relating to, directly or indirectly, any merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving APAC (any of the foregoing, an “APAC Proposal”), or any inquiry, proposal or offer which would reasonably be expected to lead to an APAC Proposal, (x) engage in any discussions or negotiations regarding, or exchange with any person any nonpublic information in connection with, any APAC Proposal or any inquiry, proposal, effort or attempt related to or that would reasonably be expected to lead to, an APAC Proposal, (y) adopt, approve or recommend, or publicly propose to adopt, approve or recommend, any APAC Proposal or (z) approve or authorize, or cause or permit APAC to enter into, any merger agreement, acquisition agreement, reorganization agreement, letter of intent, memorandum of understanding,

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agreement in principle, option agreement, joint venture agreement, partnership agreement or similar agreement or document relating to, or providing for, any APAC Proposal.

Other Covenants and Agreements

The Merger Agreement contains other covenants and agreements, including covenants related to:

•

the intended tax treatment of the transactions contemplated by the Merger Agreement;

•

Ligand and APAC providing each other with reasonable access to the properties, books and records and appropriate senior-level officers and employees of each respective party and their subsidiaries, and furnishing such other party and its representatives with their accounting (including accountants’ work papers), financial and operating data and other information concerning their affairs, in each case, as such party and its representatives may reasonably request for the purposes of furthering the transactions or for purposes of preparing for the operation of APAC and the surviving corporation post-closing;

•

confidentiality and publicity relating to the Merger Agreement and the transactions contemplated thereby;

•

procedures and obligations of each party in connection with litigation relating to the Merger Agreement;

•

APAC, OmniAb and Ligand taking all steps as may be required (to the extent permitted by applicable Law) to cause any dispositions of OmniAb Common Stock (including derivative securities with respect to OmniAb Common Stock) or acquisitions of New OmniAb Common Stock resulting from the transactions, including the Distribution, directly or indirectly, by each individual, if any, who is subject to Section 16(a) of the Exchange Act with respect to APAC or OmniAb, as applicable, as an officer or director thereof to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with (and to the extent permitted by) applicable SEC rules and regulations and interpretations of the SEC staff;

•

OmniAb taking all actions necessary to authorize the issuance of a number of, or stock split of, shares of OmniAb Common Stock such that the total number of shares of OmniAb Common Stock outstanding immediately prior to the Effective Time will equal the number of shares of Ligand Common Stock entitled to receive the Distribution outstanding immediately prior to the Effective Time in accordance with the terms of the Separation Agreement;

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APAC’s Domestication;

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APAC using its reasonable best efforts to maintain the listing of the APAC Class A Ordinary Shares on NASDAQ, and, if required, preparing and submitting to NASDAQ a listing application for the New OmniAb Stock issuable in the Merger and the Domestication; and

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certain financial reporting requirements of Ligand to APAC.

Survival of Representations and Warranties; Indemnification

The representations, warranties, agreements and covenants in the Merger Agreement terminate at the Effective Time, except for the covenants and agreements which by their terms expressly apply in whole or in part after such time (and only with respect to breaches occurring after the Closing), covenants and agreements relevant to the conversion of securities and allocation of aggregate consideration and the representations and warranties of the parties thereto regarding exclusivity of representations and warranties.

Conditions to Closing

General Conditions

Consummation of the Business Combination is conditioned on the approval of the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Director Election Proposal as described in this proxy statement/prospectus/information statement.

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In addition, the consummation of the Business Combination is conditioned upon, among other things, the following mutual conditions to closing, any one (1) or more of which may be waived in writing by the Companies, among other things:

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(i) the waiting period (or any extension thereof) under the HSR Act with respect to the Merger shall have expired or been terminated pursuant to the HSR Act; (ii) all other requisite regulatory approvals shall have been obtained and shall remain in full force and effect and all statutory waiting periods (and any extensions thereof) in respect thereof shall have expired or been terminated; and (iii) there shall not be in effect any voluntary agreement between the APAC or Ligand and any governmental authority pursuant to which APAC or Ligand has agreed not to consummate the transactions for any period of time;

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the Separation and the Distribution and the other transactions contemplated by the Separation Agreement shall have been consummated in accordance therewith;

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(i) each of APAC’s and OmniAb’s respective registration statements shall have become effective in accordance with the Securities Act or the Exchange Act, as applicable, and neither shall be the subject of any stop order by the SEC or actual or threatened proceedings by a government authority seeking such a stop order; and (ii) the applicable notice periods required by applicable stock exchange rules or securities laws in connection with the Distribution, if any, shall have expired;

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no governmental authority of competent jurisdiction shall have enacted, issued or granted any Law (whether temporary, preliminary or permanent), in each case that is in effect and which has the effect of restraining, enjoining or prohibiting the consummation of the Business Combination;

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APAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act); and

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the shares of New OmniAb Common Stock issuable pursuant to the transactions shall have been approved for listing on Nasdaq, subject to official notice of issuance.

APAC and Merger Sub Conditions to Closing

The obligations of APAC and Merger Sub to consummate or cause to be consummated the Business Combination is subject to the satisfaction of the following additional conditions, any one (1) or more of which may be waived in writing by Ligand and OmniAb, among other things:

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each of OmniAb and Ligand shall each have performed and complied in all material respects with the obligations, covenants and agreements required by the Merger Agreement to be performed or complied with by it at or prior to the Effective Time;

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the accuracy of all representations and warranties made by Ligand and OmniAb (subject to customary bring-down standards, including in most instances, OmniAb Material Adverse Effect);

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no OmniAb Material Adverse Effect shall have occurred between the date of the Merger Agreement and the Closing that is continuing;

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Ligand shall have delivered to APAC a certificate dated as of the Closing signed by an authorized officer of Ligand certifying that (i) the Separation and Distribution have been completed, (ii) the conditions relating to the bring-down of Ligand’s and OmniAb’s respective representations and warranties and compliance by Ligand and OmniAb with their respective covenants have been satisfied and (iii) there has been no OmniAb Material Adverse Effect since the date of the Merger Agreement that is continuing;

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Ligand (or such other applicable subsidiary of Ligand) shall have executed and delivered each of the applicable transaction documents, and to the extent applicable, performed and complied with the obligations, covenants and agreements to be performed thereunder by them prior to the Effective Time in all material respects, and each such agreement shall be in full force and effect;

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APAC shall have received an opinion of Weil, Gotshal & Manges LLP that the Merger will be treated as a reorganization under Section 368(a) of the Code and a copy of the tax opinions delivered to Ligand by Latham & Watkins LLP; and

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Ligand shall have, or shall have caused OmniAb to have, delivered to APAC a FIRPTA certificate and related documents.

Ligand and OmniAb Conditions to Closing

The obligations of Ligand and OmniAb to consummate or cause to be consummated the Business Combination is subject to the satisfaction of the following additional conditions, any one (1) or more of which may be waived in writing by Ligand and OmniAb, among other things:

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APAC and Merger Sub shall each have performed and complied in all material respects with the obligations, covenants and agreements required by the Merger Agreement to be performed or complied with by it at or prior to the Effective Time;

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the accuracy of all representations and warranties made by APAC and Merger Sub (subject to customary bring-down standards, including in most instances, APAC Material Adverse Effect);

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APAC shall have delivered to Ligand a certificate dated as of the Closing signed by an authorized officer of APAC certifying that (i) APAC shall have at least $5,000,001 of net tangible assets as of the Closing and (ii) that the conditions relating to the bring-down of APAC’s and Merger Sub’s respective representations and warranties and compliance by APAC and Merger Sub with their respective covenants have been satisfied;

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APAC and Merger Sub shall have executed and delivered the applicable transaction documents, and to the extent applicable, performed and complied with the obligations, covenants and agreements thereunder required to be performed by them prior to the Effective Time in all material respects, and each such agreement shall be in full force and effect;

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the Domestication shall have been completed and a time-stamped copy of the certificate issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to Ligand;

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the Forward Purchase and the Redemption Backstop shall have been consummated in accordance with the terms of the A&R FPA;

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other than those Persons identified as continuing as directors of the combined company, all members of the APAC Board and all executive officers of APAC shall have executed and delivered written resignations effective as of the Effective Time; and

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Ligand shall have received (1) an opinion of Latham & Watkins LLP, that the Distribution, together with certain related transactions, will qualify as a “reorganization” within the meaning of Sections 368(a)(1)(D) and 355(a) of the Code and that the Merger will not cause Section 355(e) of the Code to apply to the Distribution, (2) an opinion of Latham & Watkins LLP that the Merger will be treated as a reorganization under Section 368(a) of the Code and (3) a copy of the tax opinion delivered to APAC by Weil, Gotshal & Manges LLP.

Waiver

Any party of the Merger Agreement may, at any time prior to the Closing of the Merger Agreement, by action taken by its board of directors or equivalent governing body or authority, or officers thereunto duly authorized, waive any of the terms or conditions of the Merger Agreement by an agreement in writing executed in the same manner as the Merger Agreement. To the extent that the APAC Board or the Ligand Board determines that any modifications by the parties, including any waivers of any conditions to the Closing, materially change the terms of the Business Combination, APAC and Ligand will notify their respective stockholders in a manner reasonably calculated to inform them about the modifications as may be required by law, by publishing a press release, filing a current report on Form 8-K and/or circulating a supplement to this proxy statement/prospectus/information statement.

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Termination

The Merger Agreement may be terminated and the transactions abandoned, but not later than the Closing, as follows, provided that no party may terminate the Merger Agreement if its failure to fulfill any obligation thereunder has been the primary cause of, or primarily resulted in, the failure of the Closing to occur on or before such date:

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by mutual written agreement of Ligand and APAC;

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by Ligand or APAC, if the Closing shall not have occurred on or prior to the date that is nine (9) months after the date of the Merger Agreement (“Outside Date”); provided, that this right to terminate the Merger Agreement shall not be available to any party whose action or failure to comply with its obligations under the Merger Agreement or any of the other transaction documents has been the primary cause of, or has primarily resulted in, the failure of the Closing to occur on or prior to such date;

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by Ligand or APAC, if any law shall have been promulgated, entered, enforced, enacted or issued and in effect or shall have been deemed to be applicable to the Merger or the other transactions, including the Separation and the Distribution, by any governmental authority of competent jurisdiction which permanently prohibits, restrains or makes illegal the consummation of the Merger or the other transactions, and such law shall have become final and non-appealable; provided, that this right to terminate the Merger Agreement shall not be available to any party whose action or failure to perform any of its obligations under the Merger Agreement or any of the transaction documents is the primary cause of, or primarily resulted in, the enactment or issuance of any such law;

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by APAC upon written notice to Ligand, in the event of a breach of any representation, warranty, covenant or agreement on the part of Ligand or OmniAb, such that the related bring-down conditions would not be satisfied at the Closing, and which, (i) with respect to any such breach that is capable of being cured, is not cured by Ligand or OmniAb by the earlier of: (x) thirty (30) days after receipt of written notice thereof; or (y) the Outside Date, or (ii) is incapable of being cured prior to the Outside Date; provided, that APAC shall not have this right to terminate the Merger Agreement if APAC or Merger Sub is then in breach of any of its representations, warranties, covenants or agreements set forth in the Merger Agreement to the extent such breach or breaches would give rise to the failure of a condition to Closing;

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by Ligand upon written notice to APAC, in the event of a breach of any representation, warranty, covenant or agreement contained in the Merger Agreement on the part of APAC or Merger Sub such that the related bring-down conditions would not be satisfied at the Closing, and which, (i) with respect to any such breach that is capable of being cured, is not cured by APAC by the earlier of: (x) thirty (30) days after receipt of written notice thereof; or (y) the Outside Date, or (ii) is incapable of being cured prior to the Outside Date; provided, that Ligand shall not have this right to terminate the Merger Agreement if Ligand or OmniAb is then in breach of any of its representations, warranties, covenants or agreements set forth in the Merger Agreement to the extent such breach or breaches would give rise to the failure of a condition to Closing;

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by Ligand or APAC, if APAC’s shareholder approval shall not have been obtained upon a vote taken thereon at APAC’s shareholders Meeting, duly convened therefor, or at any adjournment or postponement thereof; provided, that this right to terminate the Merger Agreement shall not be available to APAC if APAC’s actions or failure to perform any of its obligations under the Merger Agreement is the primary cause of, or primarily resulted in, the failure to obtain such approval;

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by Ligand, if the APAC Board shall have effected a APAC adverse recommendation change prior to APAC’s shareholders meeting;

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by Ligand, if all of the conditions to Closing have been met (other than those conditions that by their terms are to be satisfied at Closing) other than the condition that the Forward Purchase and the Redemption Backstop shall have been consummated in accordance with the terms of the A&R FPA; and

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by Ligand, prior to the earlier of (i) 180 days after the date of the Merger Agreement or (ii) the S-4 being declared effective by the SEC, in order to accept a Ligand Acquisition Proposal and enter into,

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immediately following such termination, a binding and definitive written contract with respect to such Ligand Acquisition Proposal; provided, that (x) Ligand has materially complied with its covenants and agreements under the exclusivity provisions of the Merger Agreement, (y) Ligand pays the Termination Fee to APAC in accordance with Section 9.3(a) of the Merger Agreement and (z) Ligand pays the FPA termination fee to the Sponsor pursuant to the terms of the A&R FPA.

Termination Fees and Expenses Payable in Certain Circumstances

In the event that the Merger Agreement is terminated by Ligand in connection with its entering into a definitive agreement in respect of a Ligand Acquisition Proposal as described in the immediately preceding section, concurrently with such termination, Ligand shall be obligated to pay APAC a termination fee of (i) if terminated within 60 days of the date of the Merger Agreement, $40,000,000, (ii) if terminated between 61 and 120 days after the date of the Merger Agreement, $50,000,000, and (iii) if terminated between 121 and 180 days after the date of the Merger Agreement, $70,000,000 (each such amount, the “Termination Fee”), by wire transfer of immediately available funds to an account designated by APAC in writing, and, in addition to payment of the Termination Fee, Ligand also shall pay the APAC Expenses (the “APAC Expenses Reimbursement”) by wire transfer of immediately available funds to an account designated by APAC in writing no later than two business days after the date on which APAC delivers to Ligand a written invoice for the APAC Expenses. As used in this subsection, “APAC Expenses” means the amount of all reasonable and documented out-of-pocket fees and expenses, but not to exceed $7,500,000, incurred or paid by APAC and its affiliates in connection with the Merger Agreement and the Business Combination, including fees and expenses of law firms, accounting firms, financial advisors, outside experts and consultants.

Effect of Termination

In the event of proper termination by APAC, Ligand or OmniAb, the Merger Agreement will become void and have no effect (other than with respect to certain surviving obligations specified in the Merger Agreement), without any liability on the part of any party or its respective affiliates, officers, directors, employees, shareholders or stockholders, other than liability of any party for any Willful Breach (as defined in the Merger Agreement) of the Merger Agreement by such party occurring prior to such termination.

Fees and Expenses

Except as otherwise provided in the Separation Agreement, all fees and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby will be paid by the party incurring such expenses, except for filing fees payable to any governmental authority in connection with any required approvals, which shall be borne equally by Ligand and APAC in the event the Merger Agreement is terminated in accordance with its terms prior to the Closing.

Amendments

The Merger Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed in the same manner as the Merger Agreement and which makes reference to the Merger Agreement. The approval of the Merger Agreement by the members or equityholders of any of the parties therein shall not restrict the ability of the board of directors (or other body or entity performing similar functions) of any of the parties to terminate the Merger Agreement or, subject to applicable law, including the DGCL, to cause such party to enter into an amendment to the Merger Agreement.

Governing Law; Consent to Jurisdiction

The Merger Agreement, and all claims or causes of action based upon, arising out of, or related to the Merger Agreement is governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction; provided that the Domestication shall be consummated pursuant to both the laws of the State of Delaware and Cayman Islands law. All legal actions and proceedings arising out of or relating to the Merger Agreement will be heard and determined exclusively in any Delaware Chancery Court; provided, that if jurisdiction is not then available in the Delaware Chancery Court, then any such action or proceeding may be brought in any federal court located in the State of

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Delaware. The parties submit to the exclusive jurisdiction of the aforesaid courts and agree not to commence any such action or proceeding arising out of or relating to the Merger Agreement except in the courts described above in the State of Delaware. Notice as provided in the Merger Agreement will constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any such action or proceeding arising out of or relating to the Merger Agreement or the Business Combination, any claim (a) that it is not personally subject to the jurisdiction of the courts in Delaware as described in the Merger Agreement for any reason or (b) that any action or proceeding in any such court is brought in an inconvenient forum.

Summary of the Separation Agreement

Ligand, OmniAb and APAC have entered into a Separation Agreement which sets forth the principal actions to be taken in connection with the Separation. It also sets forth other agreements that govern certain aspects of OmniAb’s relationship with Ligand following the Business Combination.

Transfer of Assets and Assumption of Liabilities

The Separation Agreement identifies assets to be transferred, liabilities to be assumed and contracts to be assigned to each of Ligand and OmniAb as part of the internal reorganization transaction described herein, and describes when and how these transfers, assumptions and assignments will occur, though some of the transfers, assumptions and assignments may have already occurred prior to the parties’ entering into the Separation Agreement. The Separation Agreement provides for those transfers of assets and assumptions of liabilities that are necessary in connection with the Separation so that OmniAb and Ligand retain the assets necessary to operate their respective businesses and retain or assume the liabilities allocated in accordance with the Separation. The Separation Agreement also provides for the settlement or extinguishment of certain liabilities and other obligations between OmniAb and Ligand. In particular, the Separation Agreement provides that, subject to the terms and conditions contained in the Separation Agreement:

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“OmniAb Assets” (as defined in the Separation Agreement), including, but not limited to, the equity interests of OmniAb’s subsidiaries, including Ab Initio Biotherapeutics, Inc., Crystal Bioscience, Inc., Icagen, LLC, Taurus Biosciences, LLC and xCella Biosciences, Inc., assets reflected on OmniAb’s pro forma balance sheet and assets exclusively relating to the OmniAb Business, will be retained by or transferred to OmniAb or one of its subsidiaries, except as set forth in the Separation Agreement or one of the other agreements described below;

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“OmniAb Liabilities” (as defined in the Separation Agreement), including, but not limited to, the following, will be retained by or transferred to OmniAb or one of its subsidiaries:

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all of the liabilities (whether accrued, contingent or otherwise, and subject to certain exceptions) to the extent related to, arising out of or resulting from the OmniAb Business;

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liabilities (whether accrued, contingent or otherwise) reflected on OmniAb’s pro forma balance sheet;

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liabilities (whether accrued, contingent or otherwise) relating to, arising out of, or resulting from, any infringement, misappropriation or other violation of any intellectual property of any other person related to the conduct of the OmniAb Business;

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any environmental liabilities to the extent relating to, arising out of or resulting from the past, present or future operation of the OmniAb Business or use of its assets;

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liabilities relating to, arising out of, or resulting from any indebtedness of any subsidiary of OmniAb or any indebtedness secured exclusively by any of OmniAb’s assets;

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liabilities (whether accrued, contingent or otherwise) relating to, arising out of or resulting from any form, registration statement, schedule or similar disclosure document filed or furnished with the SEC by OmniAb or any of its subsidiaries after the Distribution, other than the disclosure documents referred to the next point below; and

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all other liabilities (whether accrued, contingent or otherwise) relating to, arising out of or resulting from disclosure documents filed or furnished with the SEC by OmniAb or Ligand that are related to the Distribution or Merger (including this proxy statement/prospectus/information statement) to the extent related to OmniAb, the Distribution or the Merger.

In addition, all assets and liabilities (whether accrued, contingent or otherwise) of Ligand will be retained by or transferred to Ligand or one of its subsidiaries (other than OmniAb or one of its subsidiaries), except as set forth in the Separation Agreement or one of the other agreements described below and except for other limited exceptions that will result in OmniAb retaining or assuming certain other specified liabilities.

The allocation of liabilities with respect to taxes, except for payroll taxes and reporting and other tax matters expressly covered by the Employee Matters Agreement, are solely covered by the Tax Matters Agreement.

Except as expressly set forth in the Separation Agreement or any ancillary agreement, all assets will be transferred on an “as is,” “where is” basis and the respective transferees will bear the economic and legal risks that any conveyance will prove to be insufficient to vest in the transferee good title, free and clear of any security interest, that any necessary consents or governmental approvals are not obtained and that any requirements of laws or judgments are not complied with. In general, neither OmniAb nor Ligand will make any representations or warranties regarding any assets or liabilities transferred or assumed, any consents or approvals that may be required in connection with such transfers or assumptions, or any other matters.

Information in this proxy statement/prospectus/information statement with respect to the assets and liabilities of the parties following the Separation is presented based on the allocation of such assets and liabilities pursuant to the Separation Agreement, unless the context otherwise requires. Certain of the liabilities and obligations to be assumed by one party or for which one party will have an indemnification obligation under the Separation Agreement and the other agreements relating to the Separation are, and following the Separation may continue to be, the legal or contractual liabilities or obligations of another party. Each such party that continues to be subject to such legal or contractual liability or obligation will rely on the applicable party that assumed the liability or obligation or the applicable party that undertook an indemnification obligation with respect to the liability or obligation, as applicable, under the Separation Agreement, to satisfy the performance and payment obligations or indemnification obligations with respect to such legal or contractual liability or obligation.

Contribution

In connection with the Separation, Ligand will contribute to OmniAb $15.0 million in cash. This cash contribution will be decreased by the amount of certain transaction expenses and other reimbursable expenses relating to the costs paid by Ligand for the newly hired chief financial officer of OmniAb and increased by the amount of certain potential milestone payments to the extent received and retained by Ligand prior to the Distribution.

Distribution

On the date of the Distribution, Ligand will distribute on a pro rata basis all of the outstanding shares of OmniAb Common Stock to the holders of Ligand Common Stock as of the Ligand Record Date set for the Distribution. The Distribution will be effected by Ligand delivering to the distribution agent a book-entry authorization representing the shares of OmniAb Common Stock being distributed in the Distribution for the account of Ligand’s stockholders. The distribution agent will hold such book-entry shares for the account of OmniAb’s stockholders (as of immediately after consummation of the Distribution) pending the Merger. The shares of OmniAb Common Stock will not be transferrable prior to the exchange of such shares for the shares of New OmniAb Common Stock pursuant to the Merger.

Conditions

The Distribution will be made on the date set for the Distribution, provided that the following conditions will have been satisfied (or waived by Ligand in its sole discretion, other than as noted below):

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the Separation shall have been completed substantially in accordance with the reorganization plan referenced therein, other than the transfer of assets or assumption of liabilities that may occur after

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the Distribution in accordance with the terms of the Separation Agreement (which condition may not be waived without APAC’s written consent, not to be unreasonably withheld);

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the transaction agreements relating to the separation will have been duly executed and delivered by the parties;

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each of the conditions in the Merger Agreement to Ligand’s obligations to consummate the Merger shall have been satisfied or waived (other than those relating to the internal reorganization, the Ligand Contribution and the Distribution and the other transactions contemplated by the Separation Agreement, and those conditions that by their nature are to be satisfied contemporaneously with the Distribution and/or the Merger, provided they are capable of being satisfied at such time); and

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APAC shall have irrevocably confirmed to Ligand that each condition in the Merger Agreement to APAC’s obligations to consummate the Merger has been satisfied, will be satisfied at the time of the Distribution or is or has been waived by APAC (other than those relating to the internal reorganization, the Ligand Contribution and the Distribution and the other transactions contemplated by the Separation Agreement).

Further Assurances; Separation of Guarantees

To the extent that any transfers of assets or assumptions of liabilities contemplated by the Separation Agreement have not been consummated on or prior to the date of the Separation, the parties will agree to cooperate with each other to effect such transfers or assumptions while holding such assets or liabilities for the benefit of the appropriate party so that all the benefits and burdens relating to such asset or liability inure to the party entitled to receive or assume such asset or liability. Each party will agree to use commercially reasonable efforts to take or to cause to be taken all actions, and to do, or to cause to be done, all things reasonably necessary under applicable law or contractual obligations to consummate and make effective the transactions contemplated by the Separation Agreement and other transaction agreements. Additionally, OmniAb and Ligand will use commercially reasonable efforts to remove OmniAb and its subsidiaries as a guarantor of liabilities (including surety bonds) retained by Ligand and its subsidiaries and to remove Ligand and its subsidiaries as a guarantor of liabilities (including surety bonds) to be assumed by OmniAb.

Shared Contracts

Certain shared contracts are to be assigned or amended to facilitate the Separation of the OmniAb Business from Ligand. If such contracts may not be assigned or amended, the parties are required to take reasonable actions to cause the appropriate party to receive the benefit of the contract for a specified period of time after the Separation is complete.

Release of Claims and Indemnification

Except as otherwise provided in the Separation Agreement or any Ancillary Agreement (as defined in the Separation Agreement, including the Transition Services Agreements, the Employee Matters Agreement, the Tax Matters Agreement, conveyancing and assumption instruments and other agreements to be entered into between OmniAb and Ligand in connection with the Separation and Distribution), OmniAb and Ligand each release and forever discharge the other party and its subsidiaries and affiliates from all liabilities existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Separation. The releases will not extend to obligations or liabilities under any agreements between the parties that remain in effect following the Separation pursuant to the Separation Agreement or any Ancillary Agreement. These releases will be subject to certain exceptions set forth in the Separation Agreement. APAC also releases Ligand and its subsidiaries and affiliates to a similar extent as OmniAb releases Ligand and its subsidiaries and affiliates.

The Separation Agreement provides for cross-indemnities that, except as otherwise provided in the Separation Agreement, are principally designed to place financial responsibility for the obligations and liabilities allocated to OmniAb under the Separation Agreement with OmniAb and financial responsibility for the obligations and liabilities allocated to Ligand under the Separation Agreement with Ligand.

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Specifically, each party indemnifies, defends and holds harmless the other party, its affiliates and subsidiaries and each of its officers, directors, employees and agents for any losses arising out of or due to:

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the liabilities or alleged liabilities the indemnifying party assumed or retained pursuant to the Separation Agreement;

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the assets the indemnifying party assumed or retained pursuant the Separation Agreement;

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the operation of the indemnifying party’s business, whether prior to, at, or after the Separation; and

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any breach by the indemnifying party of any provision of the Separation Agreement or any other agreement unless such other agreement expressly provides for separate indemnification therein.

Each party’s aforementioned indemnification obligations are uncapped; provided that the amount of each party’s indemnification obligations will be subject to reduction by any insurance proceeds (net of premium increases) received by the party being indemnified. The Separation Agreement also specifies procedures with respect to claims subject to indemnification and related matters. Indemnification with respect to taxes will be governed by the Tax Matters Agreement and the Employee Matters Agreement. Following consummation of the Merger, APAC will indemnify Ligand and its affiliates and subsidiaries, and each of its officers, directors, employees and agents to the extent OmniAb has not paid for indemnifiable losses for which it has provided indemnification pursuant to the Separation Agreement.

Legal Matters

Except as otherwise set forth in the Separation Agreement or any Ancillary Agreement (or as otherwise described above), each party to the Separation Agreement assumes the liability for, and control of, all pending, threatened and future legal matters related to its own business or its assumed or retained liabilities and indemnifies the other party for any liability arising out of or resulting from such legal matters.

Insurance

Except as otherwise set forth in the Separation Agreement or any Ancillary Agreement, following the Separation, OmniAb will be responsible for obtaining and maintaining at its own cost its own insurance coverage. With respect to certain claims arising prior to the Separation, OmniAb may seek coverage under Ligand third-party insurance policies to the extent that coverage may be available thereunder.

Exchange of Information

OmniAb and Ligand agree to provide each other with information, including without limitation, relating to the other party or the conduct of its business prior to the Separation, that is needed to perform under the agreements related to the Separation, and that is reasonably necessary to prepare financial statements and any reports or filings to be made with any governmental authority or in connection with litigation or other proceedings. OmniAb and Ligand also agree to retain such information in accordance with Ligand’s record retention policies as in effect immediately prior to the Distribution and to afford each other access to their respective officers, directors, employees and agents to be witnesses as reasonably required in connection with any relevant litigation. OmniAb and Ligand also agree to keep each other’s information confidential.

No Restriction on Competition

None of the provisions of the Separation Agreement includes any non-competition or other similar restrictive arrangements with respect to the range of business activities which may be conducted by either party.

Dispute Resolution

If a dispute arises between the parties under the Separation Agreement, the general counsels or chief legal officers of the parties or such other representatives as the parties may designate will negotiate to resolve any disputes for a reasonable period of time. If the parties are unable to resolve the dispute in this manner

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then, each party to the dispute will be entitled to seek relief in a court with jurisdiction as set forth in the Separation Agreement.

Separation Costs

Except as otherwise provided in the Separation Agreement or as otherwise agreed in writing among Ligand, OmniAb and APAC, Ligand and OmniAb shall each be responsible for its owns fees and costs incurred in connection with the Separation, Distribution and Merger. OmniAb will reimburse Ligand for all such fees and costs of OmniAb that have been paid by Ligand through and including the date of the Distribution by Ligand’s deducting such amount from the cash portion of the contribution to be made by Ligand to OmniAb in connection with the Separation.

Treatment of Intercompany Loans

Upon completion of the Separation, all loans between Ligand or any subsidiary of Ligand (other than OmniAb and its subsidiaries), on the one hand, and OmniAb or any of its subsidiaries, on the other hand, will be terminated.

Term/Termination

The term of the Separation Agreement is indefinite. The Separation Agreement may not be terminated or modified without the prior written consent of each of Ligand, OmniAb and APAC, except that it shall terminate immediately upon termination of the Merger Agreement if the Merger Agreement is terminated in accordance with its terms prior to the Distribution.

Summary of the Ancillary Agreements

This section describes certain additional agreements entered into or to be entered into pursuant to the Merger Agreement, but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the agreements. The Employee Matters Agreement, the Sponsor Insider Agreement, the A&R FPA, the form of Tax Matters Agreement, the form of A&R Registration Rights Agreement, the forms of Transition Services Agreements are attached hereto as Annex K, Annex C, Annex D, Annex E, Annex G, Annex F-1, and Annex F-2 respectively. You are urged to read such agreements in their entirety prior to voting on the proposals presented at the extraordinary general meeting.

Employee Matters Agreement

On March 23, 2022, in connection with the execution of the Merger Agreement, APAC, Ligand, OmniAb and Merger Sub entered into the Employee Matters Agreement, which sets forth the terms and conditions of certain 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 Business Combination and related covenants and commitments of the parties. On August 18, 2022, the parties entered into an Amended and Restated Employee Matters Agreement in order to update the treatment of certain incentive equity awards in the Distribution and the Business Combination, which is reflected in the section entitled “Executive and Director Compensation of OmniAb — Long-Term Performance-Based Equity Awards — Going Forward — Treatment of Outstanding Equity Awards at the Time of the Distribution.”

The Employee Matters Agreement provides for the treatment of outstanding Ligand equity awards held by our employees upon completion of the Distribution and the treatment of outstanding OmniAb Equity Awards in connection with the Business Combination, each as described in further detail in the section entitled “Executive and Director Compensation of OmniAb — Long-Term Performance-Based Equity Awards — Going Forward,” and also provides for certain other incentive arrangements.

The Employee Matters Agreement provides that, following the Distribution and Business Combination, our employees generally will continue to participate in benefit plans sponsored or maintained by Ligand until the earlier to occur of (i) January 1, 2023 or (ii) such earlier date as may be agreed among the parties.

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Following the respective plan transition date, our employees will commence participation in our respective benefit plans, which are expected to be generally similar to the existing Ligand benefit plans. Additionally, the Employee Matters Agreement provides that APAC shall approve and adopt, subject to shareholder approval, the 2022 Plan and the ESPP, each effective as of the Closing.

The Employee Matters Agreement also sets forth the general principles relating to employee matters, including with respect to the assignment and transfer of employees, the assumption and retention of liabilities and related assets, workers’ compensation, payroll taxes, regulatory filings, the provision of comparable benefits, employee service credit, the sharing of employee information, and the duplication or acceleration of benefits.

The Employee Matters Agreement may be amended or modified only by a written agreement among the parties and will terminate automatically upon the termination of the Merger Agreement.

Sponsor Insider Agreement

On March 23, 2022, in connection with the execution of the Merger Agreement, OmniAb, the Sponsor, APAC and the Insiders entered into the Sponsor Insider Agreement, pursuant to which, among other things, the Insiders agreed to vote any APAC securities held by them to approve the Business Combination and the other APAC shareholder matters required pursuant to the Merger Agreement, and not to seek redemption of any of their APAC securities in connection with the consummation of the Business Combination. Pursuant to the Sponsor Insider Agreement, the Sponsor also agreed to subject up to all 1,916,667 of the Sponsor Earnout Shares to forfeiture if an applicable Sponsor Triggering Event has not occurred with respect to such Sponsor Earnout Shares during the period from the date of the Closing to and including the fifth anniversary of the date of the Closing.

The Sponsor Insider Agreement also provides, among other things, that the holders of the Sponsor Earnout Shares may not transfer their Sponsor Earnout Shares until the date in which vesting has occurred, other than in a distribution made by the Sponsor to its members in accordance with the Cayman Governance Documents of APAC and the A&R Registration Rights Agreement.

The Sponsor Insider Agreement will terminate on the earlier of (i) termination of the Merger Agreement or (ii) the vesting in full of all Sponsor Earnout Shares. The Sponsor Insider Agreement is attached to this proxy statement/prospectus/information statement as Annex C.

Amended & Restated Forward Purchase Agreement

On March 23, 2022, in connection with the execution of the Merger Agreement, APAC entered into the A&R FPA with the Sponsor and OmniAb. Pursuant to the A&R FPA, APAC has agreed that, in connection with the consummation of the Business Combination, it will issue and sell to the Sponsor 1,500,000 shares of New OmniAb Common Stock and warrants to acquire 1,666,667 shares of New OmniAb Common Stock for an aggregate purchase price of $15,000,000 in the Forward Purchase. In addition to the Forward Purchase, the Sponsor has agreed to purchase up to an additional 10,000,000 shares of New OmniAb Common Stock and up to an additional 1,666,667 New OmniAb warrants in the Redemption Backstop, for an aggregate additional purchase price of up to $100,000,000, in order to backstop shareholder redemptions to the extent such redemptions would result in the cash proceeds available to the combined company following the Business Combination from APAC’s trust account to be less than $100,000,000. Each of the warrants issued in connection with the Forward Purchase and the Redemption Backstop will entitle the holder to purchase one share of New OmniAb Common Stock at a price of $11.50 per share. Such warrants will become exercisable 30 days after the closing and will expire five years after the closing or upon redemption or the liquidation of APAC, if earlier. The closing of the Forward Purchase and the Redemption Backstop will be held on the closing date and immediately prior to the Merger. The A&R FPA also provides that in the event the Merger Agreement is terminated by Ligand under circumstances in which the Termination Fee would be payable under the Merger Agreement, Ligand shall pay the Sponsor a termination fee of $12,500,000 in connection therewith. The A&R FPA is attached to this proxy statement/prospectus/information statement as Annex D.

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Form of Tax Matters Agreement

Prior to the Distribution, APAC, OmniAb, and Ligand will enter into the Tax Matters Agreement that will govern each party’s respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and certain other matters regarding taxes.

Notwithstanding the foregoing, APAC and OmniAb may be liable for certain taxes resulting from the restructuring transactions undertaken to effectuate the Distribution.

APAC’s and OmniAb’s obligations under the Tax Matters Agreement are not limited in amount or subject to any cap.

Form of Amended and Restated Registration and Stockholders Rights Agreement

Concurrently with the completion of the Business Combination, APAC, the Sponsor, the existing holders party to the Original Registration Rights Agreement, and the new holders to become party to the A&R Registration Rights Agreement, will enter into the A&R Registration Rights Agreement, the form of which is attached to this proxy statement/prospectus/information statement as Annex G. The Original Registration Rights Agreement will be amended to, among other things, require APAC to use commercially reasonable efforts to, within 30 days after the Closing, file a registration statement on Form S-1 to permit the public resale of all of the Registrable Securities (as defined in the A&R Registration Rights Agreement)

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held by the holders from time to time as permitted by Rule 415 under the Securities Act, and to provide certain equityholders of OmniAb as of immediately prior to the Closing of the Business Combination with customary registration rights.

Additionally, subject to certain exceptions, the A&R Registration Rights Agreement will provide for certain restrictions on transfer with respect to the securities of New OmniAb, including Founder Shares, Private Placement Warrants, Backstop Warrants, Forward Purchase Warrants, and securities held by directors and officers of APAC and certain directors and officers of OmniAb and Ligand. Such restrictions will begin upon closing and end (i) with respect to the Founder Shares, at the earliest of (A) one year after the closing date and (B) the first date on which (x) the last reported sale price of a share of New OmniAb Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the closing date or (y) APAC completing a liquidation, merger, share exchange, reorganization or other similar transaction that results in the New OmniAb stockholders having the right to exchange their shares of New OmniAb Common Stock for cash, securities or other property; (ii) with respect to the Private Placement Warrants, Backstop Warrants and Forward Purchase Warrants that are held by the initial purchasers of such warrants (or permitted transferees under the A&R Registration Rights Agreement), and any of the shares of New OmniAb Common Stock issued or issuable upon the exercise or conversion of such warrants and that are held by the initial purchasers of the applicable warrants being converted (or permitted transferees under the A&R Registration Rights Agreement), the period ending 30 days after the closing; and (iii) mean with respect to the shares of New OmniAb Common Stock issued to the New Holders (as defined in the A&R Registration Rights Agreement), each of whom are the directors and officers of Ligand and/or OmniAb, in connection with the consummation of the Merger and held by the New Holders (or their permitted transferees under the A&R Registration Rights Agreement), the period ending on the earliest of (A) three months after the closing and (B) the date on which New OmniAb completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of New OmniAb’s stockholders having the right to exchange their shares of New OmniAb Common Stock for cash, securities or other property.

The A&R Registration Rights Agreement will also provide that the Sponsor’s right to designate individuals to be appointed or nominated for election to the APAC Board will be reduced from three (3) individuals to one (1) individual, and that such right will only exist until the later of (i) such time as the Sponsor ceases to beneficially own at least ten percent (10%) of APAC’s outstanding voting stock and (ii) subject to compliance with the rules of Nasdaq, the third anniversary of the date of the Merger Agreement. Moreover, any individual nominated by the Sponsor will require the consent of the New OmniAb Board, subject to certain exceptions.

Forms of Transition Services Agreements

In connection with the Separation, OmniAb and Ligand will enter into two Transition Services Agreements pursuant to which Ligand and its affiliates and OmniAb and its affiliates will provide to each other various non-scientific and non-technical services set forth in the applicable Transition Services Agreement, which services are of the type that OmniAb and Ligand provided to, and received from, each other prior to the Separation. Ligand will provide services relating to information technology, facilities, accounting and finance, business development, investor relations, human resources, and other corporate and administrative functions, and OmniAb will provide services relating to corporate functions, legal administration, and other administrative functions. The fees for each of the transition services are set forth in the applicable Transition Services Agreement as a flat monthly fee, and the receiving party will reimburse the providing party for all reasonable out-of-pocket costs and expenses that the providing party incurs in connection with providing the transition services.

Each of the Transition Services Agreements will terminate on the expiration of the term of the last service provided under it, unless earlier terminated by the receiving party with prior written notice, by either party in the event of an uncured material breach by the other party or its applicable affiliates, upon bankruptcy or insolvency of the other party, or by mutual agreement of the parties. The transition services are generally expected to last up to one year and the receiving party for a particular service may terminate such service prior to the scheduled expiration date with prior written notice.

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OmniAb does not anticipate that its net costs associated with the Transition Services Agreements will be materially different than the historical costs that have been allocated by Ligand to OmniAb related to these same services.

Background of the Business Combination

APAC is a blank check company incorporated on February 5, 2021 as a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Business Combination is the result of an extensive search for a potential transaction using the network, investing and operating experience of APAC’s management team and the APAC Board. The terms of the Merger Agreement and the other Transaction Documents referenced therein were the result of arm’s-length negotiations between APAC and Ligand (and their respective affiliates) over the course of approximately one (1) month. The following is a brief description of the background of these negotiations, the Business Combination and the other related transactions.

On August 12, 2021, APAC completed its initial public offering. Prior to the consummation of APAC’s initial public offering, neither APAC nor anyone acting on its behalf contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a transaction with APAC. Credit Suisse acted in the capacity of the sole Book-Running Manager for APAC's initial public offering.

After the completion of its initial public offering, APAC commenced an active search for prospective business combination targets and considered numerous potential target businesses with the objective of consummating its initial business combination. APAC did not hire a financial advisor, and did not engage the services of Credit Suisse in connection with its efforts to consummate its initial business combination. Pursuant to the terms of the Underwriting Agreement between APAC and Credit Suisse entered into in connection with the APAC IPO, the total amount of the deferred underwriting fee is $8,050,000, of which Credit Suisse is entitled to 50% upon consummation of the Business Combination. Representatives of APAC contacted and were contacted by numerous individuals and entities who presented potential business combination opportunities.

In evaluating potential businesses and assets to acquire, APAC and the Sponsor surveyed the landscape of potential acquisition opportunities based on their knowledge of, and familiarity with, the M&A marketplace. This survey included North American and European based healthcare-related businesses. In general, APAC looked for acquisition targets that:

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operate healthcare-related businesses in North America or Europe and are well-positioned to benefit from the broad network and strategic expertise of APAC’s management team, the APAC Board and the Sponsor;

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feature an attractive financial profile and stable free cash flow;

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are appropriately capitalized and in a strong liquidity position, or will be upon completion of the Business Combination;

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demonstrate clear opportunities to generate outsized returns on invested capital to support and strengthen the business’s competitive position;

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have a strong, seasoned executive leadership team with a distinguished track record of generating attractive returns and shareholder value; and

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are operating at scale and prepared to make the transition to the public markets but can benefit from the guidance and advice of APAC’s management team in developing a clear message describing the business model and investment opportunity to public investors.

OmniAb was determined by APAC’s management and the APAC Board to be an attractive potential acquisition target because, among other things, OmniAb satisfied a number of the foregoing criteria. APAC determined not to pursue a business combination transaction with other potential candidates that it had considered because, among other things, in the judgment of APAC’s management and the APAC Board, OmniAb offered a superior opportunity based on the foregoing criteria for the potential to enhance shareholder value.

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In the process that led to identifying OmniAb as an attractive investment opportunity, other than OmniAb, APAC’s management team (i) made contact with representatives of seventeen (17) potential combination targets to discuss the potential for a business combination transaction, (ii) entered into non-disclosure agreements with respect to six (6) such potential combination targets (each, a “Potential Combination Target”), the terms of each of which were customary and did not contain standstill obligations, and (iii) ultimately engaged in detailed discussions with, and reviewed detailed financial information of, four (4) Potential Combination Targets. With respect to each of the Potential Combination Targets that did not advance to detailed discussions or financial reviews, APAC representatives attended management meetings after execution of the applicable non-disclosure agreements. Three Potential Combination Targets with respect to which APAC representatives attended management meetings and received detailed information conduct business in the medical technology industry. APAC declined to pursue a transaction with one such Potential Combination Target as it had yet to generate revenue from operations, unlike OmniAb, and ended discussions with two other Potential Combination Targets due to higher valuation expectations relative to APAC’s view on valuation. APAC entered into a non-binding letter of intent and exclusive negotiations with one (1) such party in the medical technology industry. With respect to this party, APAC was provided access to a data room for due diligence purposes, and had discussions regarding raising a third-party PIPE. APAC allowed the exclusive period of negotiations with respect to this party to expire in early February 2022 as a result of the passage of time and did not seek to renew such exclusivity period due to, among other things, changes in the market view of valuation of similar businesses during the exclusivity term.

As part of its evaluation of potential acquisition targets, APAC’s management and the APAC Board discussed on a regular basis the status of management’s and its representatives’ discussions with various potential combination targets. These updates generally addressed the potential targets under consideration and the status of the discussions, if any, with the respective combination targets. These updates continued from August 2021 to March 2022, the period during which APAC evaluated various combination targets.

In the course of its evaluation of potential acquisition targets, APAC identified OmniAb as a potential combination target following Ligand’s public announcement on November 9, 2021 that it was pursuing plans to split into two separate publicly-traded companies, with one featuring the OmniAb Business. This announcement by Ligand was the result of considerations regarding a potential separation of the OmniAb Business that had begun a year earlier.

In November 2020, the Ligand Board and management began evaluating the business rationale and objectives for potentially separating Ligand into two separate publicly-traded companies. The main factors driving the analysis to separate Ligand were the growth of the OmniAb Business over the prior five years, the increasingly technical research and development requirements of the business compared to other elements of Ligand, and the evolution of the shareholders and capital markets sponsors that were active in Ligand common stock. The goal was to pursue a business strategy to maximize the value of the OmniAb Business long-term.

The Ligand Board discussed various alternatives for separating OmniAb into a standalone company, including a carve-out IPO followed by a pro rata distribution of shares to Ligand stockholders, a pro rata direct distribution of shares to Ligand stockholders, and a pro rata distribution to Ligand stockholders followed by a merger with a SPAC via a Reverse Morris Trust transaction. Each of the structures would provide the potential for a transaction that would be generally tax-free to Ligand and its stockholders for U.S. federal income tax purposes. In the early part of the process, Ligand simultaneously explored a carve-out IPO followed by a pro rata distribution of shares to Ligand stockholders and a merger with a SPAC via a Reverse Morris Trust transaction. An IPO transaction was selected as the lead option in September 2021 with the conclusion that it would meet the objectives to secure new investors interested in the OmniAb Business and new capital market sponsors with antibody domain expertise, and raise a sufficient amount of capital. Ligand management began preparations with its financial and capital market advisors for an IPO and later distribution of shares and on November 9, 2021 announced that, based on initial management and advisor review, an IPO and eventual distribution of OmniAb shares to Ligand shareholders was the leading option under consideration. Credit Suisse was advising Ligand in connection with its separation transaction and was advising OmniAb as an underwriter of the planned IPO.

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In January 2022, Ligand management, with input from representatives from Credit Suisse, determined that the equity financial market environment had deteriorated materially, thus increasing the risks of (i) potential significant delays to closing an IPO and (ii) not being able to raise sufficient external capital at favorable valuations through an IPO. The conclusion at the time was that the IPO “window” had closed for this type of transaction. In light of these market dynamics, on January 26, 2022, the Ligand Board met and determined that a more suitable path was for a direct distribution of OmniAb shares to Ligand shareholders with Ligand capitalizing OmniAb with up to $75 million. On February 17, 2022, Ligand announced its plans to pursue a spin-off of OmniAb through a direct spin-off of 100% of OmniAb equity to Ligand shareholders with Ligand capitalizing the OmniAb business with $70 million.

Two days prior, on February 15, 2022, representatives of APAC and Credit Suisse, on behalf of Ligand, held a virtual meeting to discuss a potential business combination for APAC, including OmniAb as a potential target. Credit Suisse, as Ligand’s financial and capital markets advisor, provided this opportunity to APAC. Shortly thereafter, following Ligand's announcement of its decision to pursue a direct spin-off of OmniAb, representatives of APAC requested an opportunity for an initial meeting with the OmniAb management team.

On February 18, 2022, Credit Suisse, on behalf of Ligand, facilitated an introductory virtual meeting among representatives of APAC and Ligand. Participating for APAC were Thompson Dean, APAC’s Executive Chairman, David Burgstahler, APAC’s President and Chief Executive Officer, and other APAC representatives. Matt Foehr, Ligand’s President and Chief Operating Officer, Matt Korenberg, Ligand’s Executive Vice President, Finance and Chief Financial Officer and other Ligand representatives participated on behalf of Ligand. The content of the introductory meeting included the following:

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OmniAb’s business model: Ligand management presented the OmniAb Business model and how it is built on partnering its technology in a way structured to align economic and scientific interests with partners. The partnerships are designed to include technology access and collaboration/service fees, milestones, and royalties on commercial sales. The business model also focuses on customer flexibility, which enables customers to use the technology within their labs, which creates an efficient model where OmniAb can continue to expand its portfolio of active programs without having to significantly increase infrastructure and expenditures.

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Capabilities: Ligand management discussed in detail the various components of the OmniAb technology platform, including OmniAb’s antigen design technology, the characteristics of each of OmniAb’s transgenic animals, OmniAb’s high throughput single cell screening technologies, as well as the downstream capabilities in antibody characterization and optimization.

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Customers: Ligand management discussed the composition of active partners, which included U.S., foreign, and global biopharmaceutical companies of varying sizes. Ligand management also reviewed several case studies that highlighted how various components of the technology addressed specific industry challenges on behalf of customers.

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Key performance indicators: Ligand management reviewed key performance indicators which it believed were important to evaluating the success and competitiveness of the platform, including active partners, active programs, and active clinical programs. Ligand management also discussed the historical trends for each of the key performance indicators.

Throughout the presentations, representatives of APAC asked questions of Ligand management to gain a better understanding of the OmniAb Business.

Also on February 18, 2022, a representative of APAC provided representatives of OmniAb a draft of a confidentiality agreement (the “Confidentiality Agreement”) for the purpose of facilitating the exchange of non-public information and continuing discussions regarding a potential business combination transaction.

On February 21, 2022, APAC and OmniAb executed the Confidentiality Agreement. The Confidentiality Agreement did not impose standstill obligations on either party. Thereafter, Ligand began providing preliminary confidential information to APAC regarding OmniAb and its subsidiaries and the OmniAb Business.

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On February 25, 2022, representatives of APAC and representatives of Ligand, including Credit Suisse, held a virtual meeting to continue their discussions of a potential business combination involving APAC and the OmniAb Business. Messrs. Dean and Burgstahler and other APAC representatives attended for APAC, and John Higgins, Ligand’s Chief Executive Officer, Mr. Foehr and Mr. Korenberg attended for Ligand. The participants continued their discussion of OmniAb’s business model, capabilities, customers and key performance indicators and reviewed financial projections for OmniAb, provided to APAC by Ligand.

On February 28, 2022, representatives of APAC and representatives of Ligand, including Credit Suisse, held a virtual meeting to discuss the OmniAb business model and transaction opportunity. Certain representatives of APAC participated in this meeting, as did Simon Latimer, Ligand’s Corporate Development Manager. The participants reviewed and discussed in further detail OmniAb’s business model and financial projections. The review of the financial projections included discussion regarding the various inputs and assumptions used, such as milestone payments, amount and duration of sales, royalty rates, number of new programs and rates for probability of success of programs during different stages of development.

On March 1, 2022, representatives of APAC and Ligand held a virtual meeting to discuss process and a potential path forward. APAC indicated it was preparing a non-binding letter of intent, and there was a preliminary and general discussion on potential transaction terms.

On March 2, 2022, representatives of APAC sent representatives of Ligand, including Credit Suisse, an initial draft of a non-binding letter of intent (the “LOI”), which included, among other terms, (i) a proposed total pre-money equity valuation of OmniAb of $820,000,000, (ii) that Ligand would capitalize OmniAb’s balance sheet with $20,000,000 of cash and a normalized level of working capital, (iii) that the Sponsor would agree to commit up to $100,000,000 of equity capital in the form of a backstop to protect against potential redemptions from the trust account through a common equity investment, such that the combined company would receive a minimum of $120,000,000 of cash funding in the transaction (before fees and expenses), and such backstop would be reduced on a dollar-for-dollar basis by any cash proceeds received from the trust account subject to a minimum equity contribution of $30,000,000 by Ligand, (iv) that APAC would use reasonable efforts to file within thirty (30) days of closing of the business combination a registration statement on Form S-1 to register shares and shares underlying warrants held by the Sponsor and its affiliates in New OmniAb, (v) that APAC would have the right to designate one director to the new public company’s board of directors and (vi) a fourteen (14)-day exclusivity period (which was proposed to be a binding term of the LOI). The terms proposed by APAC in this draft of the LOI reflected its evaluation of the information provided by, and the discussions with, representatives of Ligand, including Credit Suisse, over the preceding weeks. APAC management’s proposed total pre-money equity valuation of $820,000,000 reflected a variety of factors of varying importance, including APAC management’s judgment of the value of OmniAb as compared to the overall Ligand enterprise value (as reflected in the market capitalization of Ligand at such time), management’s judgment, input from Ligand’s representatives regarding a valuation that would be acceptable to Ligand, and APAC’s initial internal analyses regarding valuations of comparable companies. In addition, APAC understood from its discussions with Ligand’s representatives that Ligand had concerns around the structure of the existing FPA, as it could potentially result in dilution to Ligand stockholders in the transaction that might be unnecessary depending on the level of redemptions. As deal certainty was critical to both parties, APAC proposed that the Sponsor replace the forward purchase obligations under the FPA with a hybrid of a guaranteed PIPE investment and a backstop facility, such that a minimum level of cash contribution upon consummation of the transaction could be guaranteed from the time of execution of the Merger Agreement and related documents without risking unnecessary dilution to Ligand stockholders.

On March 3, 2022, representatives of Ligand, including Messrs. Higgins and Korenberg and Credit Suisse, and representatives of APAC, including Messrs. Dean and Burgstahler, discussed and negotiated the draft LOI. Ligand negotiated for an increase to the pre-money equity valuation of OmniAb for purposes of the proposed transaction. In considering the value of the OmniAb Business relative to APAC’s initial offer, Ligand did not obtain any third-party valuation of the OmniAb Business. Rather, as discussed above, Ligand management and the Ligand Board were primarily focused on finding the most efficient path to OmniAb becoming a separate, publicly-traded company and obtaining capital and access to future capital to finance the OmniAb Business. Ligand management and the Ligand Board took into account general market conditions and the effective closing of the IPO “window” for OmniAb, the poor trading performance

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of companies in a similar segment of the market (specifically stock prices over a period of 15-18 months trading between approximately 50-90% lower than their trading highs, and the Nasdaq Biotechnology Index experiencing one of its worst declines since its inception). They also considered the view that a subset of the overall market value of Ligand necessarily represented a perceived value of OmniAb. In addition, due to Ligand’s desire not to dilute existing Ligand stockholders any more than necessary, and the parties’ desire to ensure that New OmniAb would have adequate capital upon consummation of the Business Combination, the parties agreed that there should be a reduction of the fixed portion of the Sponsor equity investment at Closing, but an overall increase in the total commitment from the Sponsor. For the same reasons, Ligand requested that the Sponsor consider subjecting certain of its founder shares to an earnout mechanism tied to post-business combination trading prices of New OmniAb Common Stock, and also requested that 15 million additional shares of New OmniAb Common Stock be issued to Ligand’s stockholders in the event that the same post-business combination trading prices for New OmniAb Common Stock as set forth in the Sponsor earnout were achieved. Following this discussion, Ligand and APAC agreed in principle that (i) the total pre-money equity valuation of OmniAb for purposes of the proposed transaction would be $850,000,000, (ii) the Sponsor would fund a minimum of $15,000,000 through a common equity investment in APAC and up to an additional $95,000,000 as a backstop for redemptions in connection with the proposed transaction, (iii) Ligand would make a capital contribution to OmniAb of $15,000,000 of net cash funding prior to its separation as an independent company, (iv) 3,833,333 founder shares (which represent two-thirds of the aggregate 5,750,000 founder shares) would vest at closing, and up to 1,916,667 founder shares that do not vest at closing would be subjected to performance vesting criteria such that 50% of the unvested founder shares would vest upon the post-transaction volume-weighted average per share price of the combined company’s shares being at or above $12.50 per share for 20 trading days over a consecutive 30-trading day period, and the remaining unvested founder shares subject to such performance vesting criteria would vest upon the post-Merger volume-weighted average per share price being at or above $15.00 for any 20 trading days over a consecutive 30-trading day period and (v) 15 million earnout shares would be issued to OmniAb’s stockholders (after giving effect to the Distribution), subject to the same performance vesting criteria. Throughout the day and through March 8, 2022, representatives of Ligand, including Credit Suisse, and representatives of APAC continued to discuss and negotiate the proposed terms and conditions of the LOI, in particular, the appropriate size of the backstop to ensure that New OmniAb would have an appropriate amount of funding required for growth and operations post-closing, without the need for third-party funding in connection with the business combination, and the Sponsor’s entitlement to the private placement warrants originally contemplated to be issued in connection with the PIPE contemplated by the FPA. APAC and Ligand agreed that additional third-party financing would not be necessary or desirable in connection with the contemplated business combination. In addition, Ligand accepted the proposal that APAC be entitled to designate one director to New OmniAb’s initial board of directors. There were no other discussions regarding participation in management of New OmniAb by members of APAC’s management or board of directors.

Later on March 3, 2022, representatives of Weil, Gotshal & Manges LLP, legal counsel to APAC (“Weil”), were granted access to a virtual data room containing due diligence materials regarding OmniAb.

On March 4, 2022, representatives of APAC, Ligand, Weil, Latham & Watkins, LLP, legal counsel to Ligand (“Latham”) and Credit Suisse, held a virtual meeting to discuss the process and timeline for the potential transaction, including the due diligence process and drafting and negotiation of definitive legal documentation. Throughout the period from March 4, 2022 until the execution of the Merger Agreement on March 23, 2022, these parties held periodic virtual meetings to discuss the status of and process for completing the due diligence review and definitive legal documentation necessary for the transaction.

Also on March 4, 2022, a representative of APAC sent representatives of Ligand, including Credit Suisse, a revised draft of the LOI reflecting the discussions and negotiations that occurred on March 3, 2022.

Also on March 4, 2022, APAC engaged Centri Business Consulting, LLC, tax and accounting advisor to APAC (“Centri”), to conduct tax and accounting due diligence on OmniAb.

On March 5, 2022, representatives of Weil sent representatives of Latham a preliminary legal due diligence request list, which covered general corporate, capitalization, financing, material contracts, labor and employment, employee benefits, litigation, intellectual property, data privacy, real property, regulatory, environmental, health and safety matters and tax questions related to the spin-off and proposed business

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combination. Thereafter, representatives of Weil, Latham and Credit Suisse continued to correspond with respect to various legal diligence questions from and answers to Ligand’s management team, including in the form of virtual meetings and e-mail exchanges regarding follow-up questions and document requests. In particular, representatives of APAC, Ligand, Weil and Latham held conference calls coordinated by Credit Suisse on (i) March 10, 2022 to discuss various topics relating to legal due diligence matters and (ii) March 21, 2022, to discuss legal due diligence matters relating to intellectual property.

On March 7, 2022, representatives of APAC and Ligand had a conference call to discuss the timeline for the business combination and transaction fees.

Later on March 7, 2022, representatives of APAC sent representatives of Ligand, including Credit Suisse, a revised draft of the LOI, which provided (i) that the Sponsor would fund up to an additional amount of $100,000,000 as a backstop for redemptions in connection with the proposed transaction, instead of the $95,000,000 previously contemplated by the draft LOI circulated on March 3, 2022 and (ii) for the vesting of a portion of the warrants to be received by the Sponsor in the proposed transaction in proportion to its funding of the $100,000,000 backstop.

Also on March 7, 2022, a representative of Ligand uploaded initial drafts of the Separation Agreement, Employee Matters Agreement, Transition Services Agreements and Tax Matters Agreement to a virtual data room containing due diligence materials. The draft of the Tax Matters Agreement included provisions governing each party’s respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and certain other matters regarding taxes. In particular, this draft allocated 100% of the tax liability to OmniAb for certain post-Distribution actions taken by OmniAb that adversely affected the intended tax treatment of the Distribution. Following such date and through March 23, 2022, Weil and Latham continued to negotiate and revise the agreements.

On March 8, 2022, the APAC Board convened a virtual meeting, during which APAC’s management provided an update on APAC’s discussions with Ligand. Prior to the meeting of the APAC Board, APAC management provided information to the APAC Board regarding OmniAb, including relevant industry trends and factors supporting the continued growth potential of OmniAb, advantages of OmniAb’s antibody discovery platform, the scalability of its business model, and the benefits of separation of OmniAb from Ligand, as well as commercialization and pricing risks, dependence on future royalty revenue despite limited program approvals, exposure to counterparty risk, regulatory risks and separation risks. In respect of commercialization and pricing risks, APAC management pointed out to the APAC Board that an early stage business dependent on future royalties and milestone payments for revenue was inherently subject to uncertainty given the need for regulatory approvals prior to commercialization, and given uncertainty around healthcare reform measures on drug pricing and obtaining reimbursement coverage. The APAC Board discussed the merits and risks of the OmniAb Business as a potential business combination target, including by reference to the information previously provided. In evaluating the OmniAb Business, given the reliance on the inputs and assumptions underlying the forecasts in generating new programs and progression of early stage preclinical programs, the projections were not a material consideration of the APAC Board. The APAC Board came to the determination that, on balance, the opportunity, scalability and other advantages of the platform outweighed the risks, and that the commercialization and drug pricing risks were sufficiently mitigated by the number and diversity of OmniAb’s partnered programs. APAC management also noted to the APAC Board that Credit Suisse was acting as financial and capital markets advisor to Ligand and OmniAb, and would not be advising APAC in connection with the potential transaction; however, if a deal was consummated, Credit Suisse would still be entitled to a deferred underwriting fee. The APAC Board discussed with APAC management the proposed terms of the LOI, including with respect to valuation of the OmniAb business, the consideration to be issued to OmniAb stockholders and holders of OmniAb Equity Awards in the transaction, the Sponsor’s commitments to provide equity financing for the transaction, the vesting terms for the shares to be subject to performance vesting in the transaction, conditions to closing and transaction timing in light of the information provided to the APAC Board in advance of the meeting, and determined, following discussion, to unanimously approve APAC’s execution of the LOI on the terms discussed.

Later on March 8, 2022, APAC and OmniAb executed the LOI on the terms last proposed by representatives of APAC. The executed LOI provided that the exclusive period of negotiation agreed to by the parties would expire on the date that is fourteen (14) days following the execution of the LOI.

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On March 9, 2022 and March 15, 2022, representatives of APAC and Ligand held virtual meetings coordinated by Credit Suisse to discuss business due diligence matters, including the following:

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Competitive landscape: In addition to the various key performance indicators previously presented, Ligand management presented how these metrics compared to those of other integrated antibody discovery providers. The participants further discussed in detail the differences in capabilities between other integrated antibody discovery providers, including the capabilities related to antigen generation, species diversity, screening, identification and selection of antibodies, antibody characterization and analysis, and antibody engineering.

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Intellectual property strategy: The participants reviewed the intellectual property and licensing strategy of structuring license agreements where the royalty term is tied to the intellectual property the partner files for OmniAb-derived antibodies, which is designed to create a lengthy duration of royalty rights to OmniAb. Lastly, Ligand management reviewed the coverage provided by the over 300 patents issued worldwide on the various components of the OmniAb technology.

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Research and development capabilities and planned projects: The participants discussed potential expansion of OmniAb’s capabilities and planned projects, which were focused on the development of a next generation screening platform, additional genetic modifications for next generation transgenic animals, and differentiated capabilities around ion channel drug discovery.

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Acquisition strategy and opportunities: The participants discussed a potential opportunistic strategy to enhance the capabilities of the OmniAb platform through acquisition in addition to the internal research and development efforts.

From March 9, 2022 through March 15, 2022, representatives of APAC and its advisors conducted several due diligence meetings with representatives of Ligand regarding tax, financial, ESG and business due diligence.

On March 9, 2022, a representative of Weil sent representatives of Latham a supplemental legal due diligence request list, which covered general corporate, capitalization, financing, material contracts, labor and employment, employee benefits, litigation, intellectual property, data privacy, real property, regulatory, environmental, health and safety matters and tax questions related to the spin-off and proposed business combination.

Later on March 9, 2022, representatives of Weil sent representatives of Latham an initial draft of the Merger Agreement.

On March 11, 2022, representatives of ACA Group, information technology advisor to APAC (“ACA”), APAC and Ligand held a virtual meeting coordinated by Credit Suisse to discuss IT diligence matters.

Also on March 11, 2022, representatives of APAC and Ligand held a virtual meeting coordinated by Credit Suisse to discuss additional questions with respect to the OmniAb business model.

Later on March 11, 2022, a representative of Weil sent to representatives of Latham a revised draft of the Tax Matters Agreement which accounted for the Merger and included, among other terms and conditions, changes to OmniAb’s responsibility for certain transaction taxes associated with the transactions necessary to facilitate the Distribution (limiting such transaction taxes to those in excess of what would have been imposed had such transactions been consummated but the Merger had not been consummated) and changes to the scope of indemnification (among other items, limiting APAC’s and OmniAb’s indemnification obligations for certain actions upon OmniAb’s delivery of an Unqualified Tax Opinion or Post-Distribution Ruling (each as defined in the Tax Matters Agreement) to Ligand or the receipt of Ligand’s waiver of OmniAb’s obligation to deliver such opinion or ruling).

On March 13, 2022, representatives of Centri, APAC and Ligand held a virtual meeting coordinated by Credit Suisse to discuss draft financial statements of OmniAb previously furnished to APAC.

On March 14, 2022, representatives of and a consultant to APAC conducted an in-person site visit at 5980 Horton Street, Suite 405, Emeryville, CA 94608, OmniAb’s headquarters.

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Also on March 14, 2022, a representative of Weil sent representatives of Latham initial drafts of the A&R FPA and the Sponsor Insider Agreement, which were drafted to reflect the terms of the LOI.

Also on March 14, 2022, a representative of Latham sent representatives of Weil a revised draft of the Employee Matters Agreement, which, among other terms and conditions, (i) set forth the proposed treatment of existing Ligand Options, RSUs, and PSUs for employees who, after closing the Business Combination, would continue to be employed by Ligand or become employed by OmniAb, (ii) provided for schedules of each Ligand employee who would remain at Ligand or become employed by OmniAb and (iii) provided proposed initial share reserves and evergreen percentage increases for the OmniAb, Inc. 2022 Incentive Award Plan and OmniAb, Inc. 2022 Employee Stock Purchase Plan.

Later on March 14, 2022, a representative of Latham sent representatives of Weil a revised draft of the Merger Agreement and the Separation Agreement, which, among other terms and conditions, provided that (i) the exchange ratio mechanics to determine the number of shares of New OmniAb Common Stock to be received by OmniAb stockholders and treatment of OmniAb Equity Awards remained subject to negotiation by the parties, (ii) if OmniAb stockholders (after giving effect to the Distribution) do not own at least fifty percent (50%) of New OmniAb’s voting stock (the “Tax Savings Minimum Ownership Threshold”) immediately following the Merger, the merger consideration exchange ratio automatically would be adjusted (resulting in the dilution of other New OmniAb stockholders) until the Tax Savings Minimum Ownership Threshold is achieved (the “Tax Savings Adjustment”), (iii) Ligand’s contribution of $15,000,000 to the capital of OmniAb would be net of certain transaction and other expenses of Ligand and OmniAb, (iv) Ligand would be permitted, from the signing of the Merger Agreement until the time APAC’s shareholders voted on the various shareholder proposals at the extraordinary general meeting, to terminate the Merger Agreement to accept a superior offer for either OmniAb or Ligand (including the OmniAb Business) (the “Superior Offer Termination Event”), subject to payment of a termination fee of $21,250,000, (v) the outside date for completion of the Merger would be nine (9) months after the date of the Merger Agreement, subject to a three (3)-month extension in the event antitrust and/or APAC shareholder approvals have not been obtained by such time, and (vi) directors and officers of Ligand and OmniAb would not be subject to a six (6)-month lock-up following the closing.

On March 15, 2022, a science and technology consultant for APAC, and representatives of APAC and Ligand, held a virtual meeting coordinated by Credit Suisse to discuss science and technology due diligence.

Also on March 15, 2022, a representative from Latham sent representatives of Weil revised drafts of the A&R FPA and Sponsor Insider Agreement. Among other terms and conditions, the revised A&R FPA provided that OmniAb’s consent would be required to amend the A&R FPA, and the revised Sponsor Insider Agreement provided that (i) the holders of the Sponsor Earnout Shares would be restricted from entering into or increasing a put or equivalent position, increasing a call equivalent position, or entering into any swap or other arrangement transferring the economic consequences of ownership, with respect to any Sponsor Earnout Shares, (ii) OmniAb’s consent would be required to amend the Sponsor Insider Agreement, and (iii) OmniAb would be a third-party beneficiary with respect to certain provisions of the Sponsor Insider Agreement.

On March 16, 2022, the APAC Board met virtually to discuss the proposed Business Combination, with representatives of APAC management and Weil participating. A representative of Weil reviewed with the APAC Board its fiduciary duties and a representative of APAC management summarized the current negotiations of material terms of the transaction documents, including those contained in the Merger Agreement and related agreements. In addition, representatives of APAC provided a description of onsite and virtual diligence meetings with OmniAb management, and the APAC Board discussed the merits of the OmniAb management team. Finally, representatives of management and Weil discussed certain necessary restrictions on the post-Closing business of OmniAb as a result of the desire to preserve the tax-free nature of the Transactions. The Board discussed the potential negative impacts of these restrictions and asked to be provided additional information with respect to such restrictions at their next meeting.

On March 17, 2022, a representative of Weil sent representatives of Latham a revised draft of the Merger Agreement and the Separation Agreement, which, among other terms and conditions, (i) updated the merger consideration exchange ratio mechanics to reflect negotiations between the parties, (ii) removed the Tax Savings Adjustment provisions, (iii) provided that Ligand’s $15,000,000 capital contribution to

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OmniAb would not be net of fees and expenses, (iv) removed provisions regarding Superior Offer Termination Events and the related proposed termination fee, (v) provided that the outside date under the Merger Agreement would be nine (9) months, but not subject to extension, and (vi) directors and officers of Ligand and OmniAb would be subject to a six (6)-month lock-up following the closing. Also on March 17, 2022, representatives of APAC and a representative of Credit Suisse, acting on behalf of Ligand, had a telephone conference to discuss these terms. On this call, representatives of APAC noted that (w) the proposed Tax Savings Adjustment was not acceptable to APAC, as it was not necessary, given the expected pro forma ownership of New OmniAb after the business combination, and, if implicated, could theoretically result in significant dilution of the existing APAC shareholders, (x) the LOI contemplated that Ligand’s capital contribution would be $15 million without deductions for payment of fees and expenses, (y) that it was not customary or legally required for a de-SPAC target such as OmniAb to retain a right to terminate a business combination to accept a Superior Offer and (z) that a six (6)-month lock-up on shares held by directors and officers of Ligand and OmniAb was customary and was often applicable to all target stockholders in a business combination transaction.

On March 18, 2022, a representative from Weil sent representatives of Latham a revised draft of the Sponsor Insider Agreement. Among other terms and conditions, the revised Sponsor Insider Agreement provided (i) that the Sponsor Insider Letter Agreements would be amended such that the Insiders disclaim any right to monies in the trust account in the event of a liquidation of APAC with respect to any of the Sponsor Earnout Shares, (ii) OmniAb’s consent would not be required to amend the Sponsor Insider Agreement, and (iii) that OmniAb would not be a third party beneficiary with respect to certain provisions under the Sponsor Insider Agreement.

Also on March 18, 2022, a representative of Latham sent representatives of Weil a revised draft of the Tax Matters Agreement which included, among other terms and conditions, changes to OmniAb’s responsibility for certain transaction taxes associated with the transactions necessary to facilitate the Distribution (requiring OmniAb to be responsible for such transaction taxes that it is primarily liable for under applicable law as if OmniAb and its subsidiaries filed its own separate tax returns rather than being included in Ligand’s consolidated tax group) and changes to the scope of the indemnification provided therein (removing any limitation on APAC’s and OmniAb’s indemnification obligations for certain actions by reason of delivery of an Unqualified Tax Opinion or Post-Distribution Ruling to Ligand or the receipt of Ligand’s waiver of OmniAb’s obligation to deliver such opinion or ruling).

Later on March 18, 2022, a representative from Latham sent representatives of Weil a revised draft of the Sponsor Insider Agreement. Among other terms and conditions, the revised Sponsor Insider Agreement provided that (i) the Sponsor Insider Letter Agreements would be amended such that OmniAb would have certain consent rights to amendments thereto, (ii) OmniAb’s consent would be required to amend the Sponsor Insider Agreement, and (iii) that OmniAb would be a third-party beneficiary with respect to certain provisions under the Sponsor Insider Agreement.

On March 19, 2022, a representative of Latham sent representatives of Weil a revised draft of the Merger Agreement and the Separation Agreement, which, among other terms and conditions, (i) re-inserted the Tax Savings Adjustment provisions, subject to further discussion between the parties, (ii) re-inserted that Ligand’s $15,000,000 capital contribution to OmniAb would be net of certain fees and expenses, (iii) re-inserted the Superior Offer Termination Event and related proposed termination fee, but limited the Superior Offer Termination Event trigger to (x) offers to acquire all or a majority of the voting securities or assets of Ligand and its subsidiaries taken as a whole and (y) increased the proposed termination fee payable to APAC pursuant to the Merger Agreement and to the Sponsor in connection with the A&R FPA to an aggregate of $30,000,000, and (iv) reduced the lock-up period on directors and officers of Ligand and OmniAb from six (6) months to three (3) months.

Later on March 19, 2022, the APAC Board met virtually to discuss and evaluate the proposed Business Combination, with representatives of APAC management and Weil participating. A representative of Weil reviewed with the APAC Board the legal structure of the transactions and updates on the terms under negotiation. The representative of Weil also discussed the agreements and approvals that would be required from the APAC Board and shareholders in connection with the transaction. Representatives of APAC management presented on business and other diligence conducted in the transaction, and provided an update

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on commercial terms, negotiations and financial information regarding the target, including a qualitative discussion about the OmniAb Business and comparable companies.

From March 20, 2022 to March 23, 2022, representatives of Weil and Latham, and representatives of Ligand, OmniAb and APAC continued to negotiate the open issues under the Merger Agreement and other Transaction Documents, including alternatives to the Tax Savings Provision that would not place the burden of any adjustment solely on the APAC shareholders, but would give Ligand the option to make an incremental capital contribution to achieve the Threshold Percentage (as defined in the Merger Agreement), or would give APAC the option to agree to incremental dilution to its shareholders to enable the tax opinion conditions to be satisfied, as well as an increase to the proposed termination fees payable by Ligand in the event of its termination of the Merger Agreement to accept a superior offer. During these discussions, Ligand communicated to APAC that it would not proceed with a transaction without the ability to terminate the Merger Agreement to accept a Superior Offer, and that it had always understood that their capital contribution to OmniAb was intended to be reduced by certain fees and expenses of the transaction.

On March 20, 2022, a representative of Weil sent representatives of Latham a revised draft of the Tax Matters Agreement which included, among other terms and conditions, changes to OmniAb’s responsibility for certain transaction taxes associated with the transactions necessary to facilitate the Distribution (limiting such transaction taxes to those in excess of what would have been imposed had such transactions been consummated but the Merger had not been consummated) and changes to the scope of indemnification (including limiting APAC’s and OmniAb’s indemnification obligations for certain facts in existence as of, and certain actions occurring prior to, the Distribution).

On March 21, 2022, the APAC Board met virtually to discuss and evaluate the proposed Business Combination, with representatives of APAC management and Weil participating. A representative of Weil provided an update on the remaining terms being negotiated and discussed the transaction’s structure and related tax matters. A representative of APAC management provided an updated overview of (i) the industry trends and factors that support the continued growth potential of OmniAb; (ii) the recent increases in the number of active partners and programs in the OmniAb Business that support a strong commercial momentum and potential for commercial growth; (iii) the attractive value proposition represented by OmniAb, supported by diligence investigations and analyses of the industry, particularly with respect to the OmniAb Business’s antibody diversity, speed of development and safety relative to peer companies; (iv) the potential to scale the OmniAb Business through the drug development cycle following the “discovery/preclinical” stage; and (v) the OmniAb Business’s experienced management team and its proven record and diverse experience, among other relevant factors. APAC management also provided the APAC Board with information with respect to commercialization and pricing risks, dependence on future royalty revenue despite limited program approvals, exposure to counterparty risk, potential risk of a slowdown in the funding for biotechnology companies, regulatory risks and separation risks. Finally, representatives of management and Weil provided additional information and the APAC Board discussed certain necessary restrictions on the post-Closing business of OmniAb as a result of the desire to preserve the tax-free nature of the Transactions in addition to the other positive and negative factors discussed with APAC Management in respect of the proposed business combination.

Also on March 21, 2022, a representative of Weil sent representatives of Latham a supplemental legal due diligence request list, which covered intellectual property.

In addition, the Ligand Board met virtually on March 21, 2022 to discuss and evaluate the proposed Business Combination, with representatives of Ligand management and Latham participating. A member of Ligand management reviewed the proposed transaction and rationale for proceeding, including that the Business Combination was more favorable than a direct distribution of OmniAb shares for both Ligand shareholders and the OmniAb Business. A primary benefit of the proposed transaction was that both OmniAb and the Ligand remaining business would be better capitalized with Ligand contributing $15 million instead of the previously contemplated $70 million, and OmniAb expected to have a minimum of $130 million of gross proceeds instead of the previously contemplated $70 million. In addition, a bridge loan or other short-term financings were not desirable, given the business priority to create two separate stand-alone companies. The proposed Business Combination was consistent with business planning that had taken place more than one year prior at the time Ligand was first evaluating whether to do an IPO or a SPAC

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spin-off. Ligand viewed the SPAC spin-off process as being similar to what could be offered to OmniAb in an IPO, but with more certainty regarding the timing to close and the amount of money to be raised.

Also on March 21, 2022, a representative of Latham sent representatives of Weil a revised draft of the A&R Registration Rights Agreement, which, among other terms and conditions, provided (i) the lock-up period on shares held by directors and officers of Ligand and OmniAb would be the earliest of three months after closing and the date on which New OmniAb completes a transaction resulting in shareholders having the right to exchange their shares for cash, securities or other property, (ii) the removal of demand registration rights provided for under the agreement, (iii) the threshold for which New OmniAb would be obligated to effect an underwritten offering that is registered pursuant to a shelf registration statement at the request of the Sponsor from an offering expected to exceed $10,000,000 to $25,000,000, (iv) set limitations on the number of times the Sponsor and applicable holders may demand an underwritten shelf takedown offering to once in any twelve-month period, (v) that in an underwritten offering of equity securities of New OmniAb, if requested by the managing underwriters, the applicable holders that are executive officers, directors or holders in excess of 5% of the outstanding common stock of New OmniAb would agree to a lock up period of 90 days with respect to all of its equity securities, (vi) certain holders subject to transfer restrictions during lock-up periods would be entitled to certain permitted transfers during such periods, (vii) for the removal of certain Sponsor shareholder rights, such as entitlement to nominate individuals to the board of directors of New OmniAb and (viii) the A&R Registration Rights Agreement will terminate upon the fifth anniversary of its effectiveness instead of the tenth anniversary.

Also on March 21, 2022, a representative of Latham sent representatives of Weil a revised draft of the Tax Matters Agreement which included, among other terms and conditions, the introduction of a provision for the situation in which the Merger, taken together with transactions occurring in the period before the Distribution, triggered the application of Section 355(e) of the Code. In such case, APAC and OmniAb, on the one hand, and Ligand, on the other hand, would share the resulting tax losses 50%-50%.

Later on March 21, 2022, a representative of Weil sent representatives of Latham revised drafts of the A&R Registration Rights Agreement, the A&R FPA, and the Sponsor Insider Agreement. Among other terms and conditions, the revised A&R Registration Rights Agreement provided (i) the threshold for which New OmniAb would be obligated to effect an underwritten offering that is registered pursuant to a shelf registration statement at the request of the Sponsor from an offering expected to exceed $25,000,000 to $10,000,000, (ii) removed the limitation on the Sponsor and applicable holders only being permitted to demand an underwritten shelf takedown offering once in any twelve-month period and (iii) re-inserted the previously deleted Sponsor shareholder rights, but provided the Sponsor with the right to nominate only one director to the board of directors of New OmniAb. The revised A&R FPA provided for a termination fee of $12,500,000 payable upon termination of the Merger Agreement pursuant to certain terms thereof.

On March 22, 2022, the APAC Board met virtually to discuss and evaluate the proposed Business Combination, with representatives of APAC management and Weil participating. A representative of Weil provided an update on the remaining terms being negotiated. Upon a motion duly made and seconded, the APAC Board unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby are in the best interests of APAC’s shareholders, (ii) determined that the fair market value of OmniAb is equal to at least 80% of the amount held in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) as of such date, (iii) approved the transactions contemplated by the Merger Agreement as a business combination, and (iv) adopted a resolution recommending the Merger Agreement and the other transaction documents and the transactions contemplated thereby be adopted by APAC’s shareholders.

Also on March 22, 2022, the APAC audit committee met virtually. During such meeting, the APAC audit committee approved APAC’s entry into the definitive agreements that may constitute related party transactions, including the Sponsor Insider Letter and the A&R FPA.

Also on March 22, 2022, a representative of Latham sent representatives of Weil a revised draft of the A&R Registration Rights Agreement, which, among other terms and conditions, provided (i) the threshold for which New OmniAb would be obligated to effect an underwritten offering that is registered pursuant to a shelf registration statement at the request of the Sponsor from an offering expected to exceed $10,000,000 to $25,000,000, (ii) re-inserted the limitation on the Sponsor and applicable holders only being permitted

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to demand an underwritten shelf takedown offering once in any twelve-month period, (iii) that the Sponsor’s shareholder rights, including, to nominate one director to the board of directors of New OmniAb, would terminate upon the earlier of such time the Sponsor no longer owns at least 10% of New OmniAb’s outstanding voting stock and the third anniversary after the effective date of the A&R Registration Rights Agreement and (iv) that the appointment of any director nominee designated by the Sponsor would be subject to consent of the board of directors of New OmniAb, except for certain specified individuals.

Later on March 22, 2022, a representative of Weil sent representatives of Latham revised drafts of the A&R Registration Rights Agreement and the Employee Matters Agreement. Among other terms and conditions, the revised A&R Registration Rights Agreement provided that the Sponsor’s shareholder rights, including, to nominate one director to the board of directors of New OmniAb, would terminate upon the later, instead of the earlier, of such time the Sponsor no longer owns at least 10% of New OmniAb’s outstanding voting stock and the third anniversary after the effective date of the A&R Registration Rights Agreement, and the revised Employee Matters Agreement (i) clarified the SpinCo PSU Award definition and (ii) updated the Ligand and OmniAb employee lists.

On March 23, 2022, a representative of Latham sent representatives of Weil a revised draft of the A&R Registration Rights Agreement, which, among other terms and conditions, provided that the Sponsor’s shareholder rights, including to nominate one director to the board of directors of New OmniAb, would terminate upon the later of (i) such time as the Sponsor no longer owns at least 10% of New OmniAb’s outstanding voting stock and (ii) provided that the Sponsor owns at least 5% of New OmniAb’s outstanding voting stock, the third anniversary of the effective date of the A&R Registration Rights Agreement.

Also on March 23, 2022, a representative of Weil sent representatives of Latham a revised draft of the Tax Matters Agreement which removed the Section 355(e) indemnity provision added on March 21, 2022 and provided that certain tax-related losses associated with actions by APAC or OmniAb would be shared 50%-50% by APAC and OmniAb, on the one hand, and Ligand, on the other hand, if (i) OmniAb delivered an Unqualified Tax Opinion or Post-Distribution Ruling to Ligand or (ii) Ligand waived OmniAb’s obligation to deliver such opinion or ruling.

In addition, representatives of Weil, Latham, Ligand, OmniAb and APAC participated in a virtual meeting where the scope of the indemnification in the Tax Matters Agreement was finalized to be that certain tax-related losses associated with actions by APAC or OmniAb would be shared 50%-50% by APAC and OmniAb, on the one hand, and Ligand, on the other hand, if OmniAb delivered an Unqualified Tax Opinion or Post-Distribution Ruling to Ligand and Ligand also provided its written consent with respect to such actions by APAC or OmniAb.

Also on March 23, 2022, the Ligand Board via unanimous written consent (i) determined that the Merger Agreement, and the transaction documents and the transactions contemplated thereby, to be in the best interest of Ligand and its stockholders, and (ii) recommended that the OmniAb Board adopt resolutions approving the Merger Agreement and the transaction documents and transactions contemplated thereby, which the OmniAb Board so adopted.

Later that day, APAC, Merger Sub, Ligand and OmniAb executed the Merger Agreement. Concurrently with the execution of the Merger Agreement, APAC, OmniAb and Ligand executed the Separation Agreement; APAC, the Sponsor, OmniAb and the Insiders executed the Sponsor Insider Agreement; APAC, the Sponsor and OmniAb executed the A&R FPA; and Ligand, OmniAb, APAC and Merger Sub executed the Employee Matters Agreement.

Later that day, APAC and Ligand issued a joint press release announcing the execution of the Merger Agreement, which APAC filed with a Current Report on Form 8-K along with an investor presentation and transcript of audio in connection therewith.

On the morning of March 24, 2022, before the stock market opened, APAC and Ligand filed the Merger Agreement, the Separation Agreement, the Sponsor Insider Agreement, the A&R FPA and the Employee Matters Agreement with a Current Report on Form 8-K.

In late March 2022, in light of the anticipated timing of the Distribution and Merger relative to Ligand’s historical equity award grant timing, representatives of Ligand and Latham discussed amending

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the treatment of certain equity awards under the Employee Matters Agreement such that Ligand equity awards granted prior to March 2, 2022 will generally be split into a new Ligand equity award and a new OmniAb equity award, and Ligand equity awards granted on or after March 2, 2022 will generally remain as, or be converted into, as applicable, solely into an equity award covering the common stock of the equity award holder’s post-Distribution employer. On April 15, 2022, a representative of Latham sent representatives of Weil a draft Amended and Restated Employee Matters Agreement reflecting this change. On April 27, 2022, representatives of Latham and Weil held a virtual meeting to discuss certain provisions of the Amended and Restated Employee Matters Agreement. On May 4, 2022, a representative of Weil confirmed that Weil did not have comments to the Amended and Restated Employee Matters Agreement. The Amended and Restated Employee Matters Agreement was executed by the parties thereto on August 18, 2022.

On August 17, 2022, Ligand and OmniAb provided certain revised financial projections for 2022-2024 to APAC.

Projected Financial Information

In February 2022, Ligand and OmniAb provided APAC with internally prepared annual forecasts for the OmniAb Business for the period ending December 31, 2045. Ligand and OmniAb do not, as a matter of general practice, publicly disclose forecasts or internal projections of future performance, revenue, financial condition or other results. As further discussed below, in August 2022, Ligand and OmniAb provided APAC with updated internally prepared projections for 2022, 2023 and 2024. The foregoing February 2022 projections and August 2022 projections are collectively referred to herein as the “financial projections.” The February 2022 projections were prepared solely for internal use and not with a view toward public disclosure, or with a view toward complying with the published guidelines of the SEC regarding projections. Neither of the February 2022 nor the August 2022 projections were prepared with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or U.S. generally accepted accounting principles (“GAAP”). The financial projections include EBITDA, a non-GAAP financial measure. Ligand and OmniAb included such measure in the financial projections because they believed that such measure may be useful in evaluating, on a prospective basis, the potential operating performance of the OmniAb Business. This non-GAAP measure should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures such as those used in the financial projections may not be comparable to similarly titled amounts used by other companies or persons. The SEC rules, which otherwise would require a reconciliation of a non-GAAP measure to a GAAP measure, do not apply to non-GAAP measures provided to a board of directors or financial advisors in connection with a proposed business combination transaction such as the proposed transaction if the disclosure is included in a document such as this proxy statement/prospectus/information statement. Accordingly, no such reconciliation is provided. In the view of Ligand’s and OmniAb’s management, the financial projections were prepared on a reasonable basis reflecting such management’s currently available estimates and judgments at the time of such preparation.

The inclusion of financial projections in this proxy statement/prospectus/information statement should not be regarded as an indication that APAC, the APAC Board, or their respective affiliates, advisors or other representatives considered, or now considers, such financial projections to be fact or necessarily to be predictive of actual future results, and these financial projections should not be relied upon as such. The financial projections are not being included to influence you to vote for or against the Business Combination Proposal, and, accordingly, you are cautioned not to rely on the projections in making a decision regarding the Business Combination. We will not refer back to the financial projections in our future periodic reports filed under the Exchange Act.

The financial projections reflect numerous estimates and assumptions with respect to general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to the OmniAb Business, all of which are difficult to predict and many of which are beyond OmniAb’s and APAC’s control. The financial projections are forward-looking statements that are inherently subject to significant uncertainties and contingencies, many of which are beyond OmniAb’s and APAC’s control. The various risks and uncertainties include those set forth in the “Risk Factors,” “OmniAb Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Cautionary Statement Regarding Forward-Looking Statements” sections of this proxy statement/prospectus/information statement.

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As a result, there can be no assurance that the projected results will be realized or that actual results will not be significantly higher or lower than projected. Since the financial projections cover multiple years, such information by its nature becomes less reliable with each successive year. These financial projections are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments.

The projected financial information included in this document has been prepared by, and is the responsibility of, Ligand’s and OmniAb’s management. The financial projections do not take into account any circumstances or events occurring after the respective date each was prepared. Ernst & Young LLP, OmniAb’s independent registered accounting firm, has not audited, reviewed, compiled, examined nor applied agreed-upon procedures with respect to the financial projections included below and, accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto. The Ernst & Young LLP report included in this document relates to OmniAb’s historical financial statements. It does not extend to the financial projections and should not be read to do so. Nonetheless, a summary of the financial projections is provided in this proxy statement/prospectus/information statement because the February 2022 projections were made available to APAC and the APAC Board in connection with their review of the proposed Business Combination, and Ligand and OmniAb provided the updated August 2022 projections to APAC.

The key elements of the February 2022 projections provided by management of Ligand and OmniAb to APAC are summarized in the table below ($ in millions):

	2022			2023			2024			2025			2026			2027			2028			2029			2030			2031			2032			2033
Total Revenue(1)		$	72^		$	101		$	108		$	164		$	182		$	239		$	336		$	398		$	465		$	584		$	751		$	987
EBITDA(2)		$	7		$	6		$	(13)		$	29		$	40		$	90		$	179		$	232		$	290		$	400		$	562		$	792
FCF (EBITDA – Capex)		$	(9)		$	(4)		$	(23)		$	24		$	35		$	85		$	174		$	227		$	285		$	395		$	557		$	787

	2034			2035			2036			2037			2038			2039			2040			2041			2042			2043			2044			2045
Total Revenue(1)		$	1,225		$	1,524		$	1,800		$	2,100		$	2,411		$	2,735		$	3,108		$	3,450		$	3,608		$	3,997		$	4,187		$	4,258
EBITDA(2)		$	1,024		$	1,317		$	1,586		$	1,881		$	2,184		$	2,502		$	2,868		$	3,203		$	3,354		$	3,735		$	3,917		$	3,980
FCF (EBITDA – Capex)		$	1,019		$	1,312		$	1,581		$	1,876		$	2,179		$	2,497		$	2,863		$	3,198		$	3,349		$	3,730		$	3,912		$	3,795

(1)

Revenue estimates include up-front payments for access to OmniAb’s technology, milestone payments and royalties. These revenues are based on numerous assumptions that are outlined below. These assumptions are inherently uncertain, which was acknowledged by the APAC Board in its consideration of this information.

(2)

EBITDA is defined as net earnings (loss) adjusted for interest, taxes, depreciation and amortization and stock-based compensation expense.

Assumes regulatory approval and first commercial sale of teclistamab in the United States and OmniAb’s receipt of the corresponding $25.0 million milestone payment in 2022. In December 2021, Janssen submitted a Biologics License Application (“BLA”) for teclistamab to the FDA. The BLA is currently under review and pending action by the FDA. The projections assume approval of the BLA in 2022 based on the pivotal data submitted to the FDA, but there can be no assurance of such approval or the timing of any such approval. If teclistamab is approved, then OmniAb would receive a milestone payment of $25.0 million upon the first commercial sale in the United States but there can be no assurances to the timing of any such commercial sale.

Ligand and OmniAb selected 2045 as the end year for the projected financial information given the royalty-bearing nature of the business and that such period of time captured the initial ramp up in sales for each product, potential patent exclusivity for a product, and post-patent expiration to account for a ramp down in revenue for these products as generics entered the market, in each case, primarily related to existing or potential products from existing programs. Since future programs were assumed to grow at a fixed 8% rate, revenues in the later years of the model primarily related to this fixed growth rate, and, thus, necessarily began to level off. As such, the projections running through 2045 were more of a function of the time period in which they were prepared versus any definitive assumptions used in the forecasts themselves.

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The material assumptions underlying the financial projections are as follows:

Revenue was projected using a probabilistic model of the achievement of various milestone and royalty payments for current and future partnered programs. The EBITDA and FCF projections are derived from the same model.

The probabilistic model includes three different groups of programs based on their stage: programs that are approved or in clinical development; programs in discovery and preclinical research; and new programs to be started in the future with either existing or new partners. Key inputs into the model included:

•

Up-front Payments. Up-front payments represent the fee that we receive from partners to gain access to the technology. While the amount of such payments can vary depending on individual negotiations, these payments are relatively small and generally range from $100,000 to $2 million. However, actual upfront payments received from partners in the future may vary from historical experience.

•

Milestones. Milestone payments, which can vary greatly among partners, were modelled in general in the range of $5 million to $20 million per program, for both existing programs and new programs to be started in the future with existing and future partners.

•

Geography. Each program was assumed to be launched globally and not limited to a specific geography. Since we do not control where our partners will develop and launch their products, we have made the assumption that therapeutic antibody products will be applicable to global medical markets and therefore will be launched globally, even though products may be launched initially in a specific geographic market based on our partners’ clinical development plans and the timing of regulatory approvals. We did not consider specific geographies because the vast majority of revenue in the antibody therapeutic market and therefore our model is largely derived from programs in the United States and Europe. Thus, while sales of, zimberelimab and sugemalimab in China by our partners represent near-term revenue, in the longer term we believe our revenue will be materially driven from partnered programs in the United States and Europe, and assuming global sales in the model irrespective of geography largely aligns with the United States and European focus. Our assumptions around global sales, however, may fail to capture geographic-specific factors, including the ability of our partners to achieve regulatory approvals in multiple geographies.

•

Amount of Sales. In general, the model assumed global peak sales of $1.75 billion per program, which was increased in each year subsequent to the peak by a 3% inflation rate. This figure represents the average sales of all approved antibodies in 2021. Global peak sales were used in lieu of assuming a specified market share. Since we do not have specific knowledge of the target or disease state for the research-stage programs or future new programs of our partners, we were unable to make specific market or market share assumption(s). Rather, the assumption reflects the average global sales of antibodies in 2021 and includes sales derived from various diseases and markets. The amount of sales our partners may achieve may vary greatly from our assumption due to the ability of our partners to successfully commercialize products, over which we have no control, as well as medical and patient market acceptance of such products.

•

Years of Sales. A four-year ramp from launch to peak sales was assumed, along with the receipt of royalties for a total of 12 years. This was based on an assumed patent life during the commercialization stage of 12 years for the patents of OmniAb’s partners, after which royalties would no longer be paid to OmniAb. This patent life was based on an assumption that each partner patents the antibody one year prior to entering the clinic, obtains a 20-year patent and develops the antibody to commercialization in year eight, leaving a 12-year remaining patent life. Under OmniAb’s license agreements with its partners, the royalty term is typically the longer of ten years from the first commercial sale or through the last expiration in any jurisdiction of the patents covering the OmniAb-derived antibody. To the extent a royalty term has not ended prior to the termination of a license agreement, the royalties would survive the termination and continue until the end of the royalty term.

•

Royalty Rates. Royalty rates generally range from low single digit to mid-single digit, for both existing and future programs.

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•

Number of New Programs. The number of active programs was assumed to grow at an 8% annual rate in all years projected, starting from 68 new active programs that were added in 2021, which represents new active programs added in 2021 prior to factoring in programs discontinued by partners in that year. We believe that this starting number of programs was reasonable as it reflected our most recent experience on partner program growth, and the probabilistic model itself takes into account programs that may be discontinued in the future. In addition, we believe the growth rate was reasonable given management’s view of the overall growth rate of the antibody therapeutic development market, including based on the Fatpos Global third-party estimate that the antibody-based therapeutic market is expected to grow at a 10% CAGR through 2030. See “Information About the OmniAb Business — Industry Background — Market Opportunity” for additional information on the antibody therapeutic market opportunity. Our actual growth rate may vary from our assumed growth rate due to a number of factors, including our failure to secure additional partners, our existing partners may not begin new programs consistent with the assumed rate, or they may not choose to continue to utilize the OmniAb platform technology for their new programs. In addition, broader industry technological advancements in other therapeutic approaches may cause the antibody therapeutic market to grow slower than expected.

These key inputs were used to calculate total potential future revenue for milestone and royalty amounts. These key inputs are based on assumptions and factors which are inherently difficult to predict and may prove inaccurate. Those amounts were then adjusted across the entire model to account for the probability of success at various stages of development using general industry averages for probability of success rates and time to reach each consecutive phase of development for antibodies, as summarized in the table below. According to such industry averages, the cumulative probability of success for a program that has just entered the clinic to reach regulatory approval is 12.1%, while the cumulative probability of success from the start of a research program to approval is 4.3%.

Stage of Development	Probability of Success	Time in Stage
Research to Phase 1	35.2%	4 years
Phase 1 to Phase 2	54.7%	1 year
Phase 2 to Phase 3	34.1%	2 years
Phase 3 to Filing	68.1%	3 years
Filing to Approval	95.4%	1 year
Approval to Patent Expiry		12 years

While recognizing antibody development is highly uncertain and related in part to any specific partner, program, drug and drug target and/or indication, Ligand and OmniAb believed that using such industry averages was the best available source for estimating potential success given the diverse and large and growing number of active programs forecasted, as well as the individual probability rates by stage of development. However, it is possible that none of the programs discovered using OmniAb’s platform technology will reach various stages of development or become viable commercial products on the expected timeframes included in this model or at all. Further, given the nature of OmniAb’s relationships with its partners, OmniAb does not control the progression, clinical development, regulatory strategy or eventual commercialization, if approved, of these programs. As a result, OmniAb’s future success and the potential to receive milestone payments and royalties are entirely dependent on its partners’ efforts over which it has no control. Therefore, the actual probabilities of success or peak sales for these programs may differ materially from these projections. In addition, OmniAb may fail to secure additional partners at the assumed growth rate discussed above, or at all, or its existing partners may choose not to continue to utilize the OmniAb platform technology, which would materially negatively impact the projections.

Operating expenses were projected based on the historical pro forma figures and grown based on program expansion and inflation. The growth rate is higher in the near term and then projected to grow at a more moderate pace in the outer years.

Capital expenditures have not been material for the OmniAb Business historically and are not expected to be material going forward, and, thus, do not materially impact the financial projections.

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As noted above, revenue, EBITDA and FCF in the financial projections were based on a probabilistic model of the achievement of various milestone and royalty payments for current and future partnered programs. As a result of the time elapsed since the February 2022 projections were prepared, in August 2022 management of Ligand and OmniAb updated projections for 2022, 2023 and 2024 based on more up-to-date information on OmniAb’s operating and financial results year to date and information with respect to its partnered programs, whereas management’s view of the assumptions used for the years 2025-2045 and discussed above remain unchanged based on use of this probabilistic model. The revenue projections for 2022, 2023 and 2024 were adjusted downward to reflect an expected slower ramp up in royalties on sales of zimberelimab and sugemalimab outside the U.S., changes in timing and amounts of expected payments from partner programs, and a decreased focus on certain services performed for partners during these periods. Based on market dynamics and a more conservative use of capital, projected operating expenses were reduced during these periods, resulting in an increase in free cash flow in 2023 and 2024. The updated August 2022 projections are summarized in the table below ($ in millions):

	2022			2023			2024
Total Revenue		$	65.0^		$	83.4		$	90.1
EBITDA		$	6.2		$	11.0		$	10.2
FCF (EBITDA – Capex)		$	(10.0)		$	1.0		$	0.2

Assumes regulatory approval and first commercial sale of teclistamab in the United States and OmniAb’s receipt of the corresponding $25.0 million milestone payment in 2022, consistent with and as described in the February 2022 projections table above.

EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE FEDERAL SECURITIES LAWS, BY INCLUDING IN THIS PROXY STATEMENT/PROSPECTUS/INFORMATION STATEMENT A SUMMARY OF THE FINANCIAL PROJECTIONS FOR OMNIAB, APAC, LIGAND AND OMNIAB UNDERTAKE NO OBLIGATIONS AND EACH EXPRESSLY DISCLAIMS ANY RESPONSIBILITY TO UPDATE OR REVISE, OR PUBLICLY DISCLOSE ANY UPDATE OR REVISION TO, THESE FINANCIAL PROJECTIONS TO REFLECT CIRCUMSTANCES OR EVENTS, INCLUDING UNANTICIPATED EVENTS, THAT MAY HAVE OCCURRED OR THAT MAY OCCUR AFTER THE PREPARATION OF THESE FINANCIAL PROJECTIONS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE FINANCIAL PROJECTIONS ARE SHOWN TO BE IN ERROR OR CHANGE.

Certain Financial Analysis

Comparable Company Analysis

APAC’s management primarily relied upon a comparable company analysis to assess the value that the public markets could ascribe to the post-combination company, and this analysis was shared with the APAC Board. The comparable company analysis was based on publicly-traded companies selected by APAC management in each of the diversified drug discovery sector, the next-generation discovery and production technologies sector, and the computationally-enabled drug discovery sector. The selected companies in each sector were chosen because they were determined by APAC’s management to be relevant benchmarks in their particular sector (but, for the avoidance of doubt, none of the selected companies is necessarily a direct competitor of OmniAb, except for AbCellera Biologics Inc. (“AbCellera”)). The comparable companies within (1) the diversified drug discovery sector were: Evotec A.G. (“Evotec”), AbCellera and Absci Corporation (“Absci”); (2) the next-generation discovery and production technologies sector were: Ginkgo Bioworks, Inc. (“Ginkgo Bioworks”), Twist Biosciences Corporation (“Twist Biosciences”), Adaptive Biotechnologies Corp (“Adaptive”) and Codexis, Inc. (“Codexis”); and (3) the computationally-enabled drug discovery sector were: Relay Therapeutics, Inc. (“Relay Therapeutics”), Schrodinger, Inc. (“Schrodinger”) and Exscientia PLC (“Exscientia”). While these companies may share certain characteristics that are similar to those of OmniAb, APAC management and the APAC Board assessed that AbCellera represented the closest publicly traded comparable company to the Company, but also recognized that no company was identical in nature to OmniAb. APAC management and the APAC Board also noted that AbCellera has strong screening technology and a comprehensive service offering, and that AbCellera’s partnership with

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Eli Lilly has resulted in two commercial-stage COVID-19 therapeutics that generate substantial proceeds (from which AbCellera receives a percentage), and could lead investors to view AbCellera differently from OmniAb.

Using information from FactSet, APAC’s management provided to the APAC Board for each of the selected companies, except for AbCellera, an enterprise value (defined as share price times fully-diluted share count, plus net debt plus non-controlling interests. For AbCellera, APAC’s management provided to the APAC Board an enterprise value calculated on a similar basis based upon public information. The source of revenue (e.g., payments from research and services, milestones and royalties) did not impact the calculations of enterprise value for the companies. The total enterprise value (in millions) for each selected company is shown in the table below:

Selected Public Company Total Enterprise Value (in millions)

Diversified Drug Discovery Sector
Evotec	$	5,337
AbCellera	$	1,999
Absci	$	514
Next-Generation Discovery & Production Technologies Sector
Ginkgo Bioworks	$	3,345
Twist Biosciences	$	2,336
Adaptive	$	1,397
Codexis	$	1,139
Computationally-Enabled Drug Discovery Sector
Relay Therapeutics	$	1,739
Schrodinger	$	1,792
Exscientia	$	1,457

Based on this review, the APAC Board noted that OmniAb’s pro forma enterprise valuation of $884 million compared favorably to these comparable company valuations. In order to derive the total enterprise valuation for OmniAb, APAC implemented a treasury stock method approach and assumed a no redemptions scenario, with approximately 113 million total common shares of New OmniAb outstanding on a pro forma basis after giving effect to the Transactions, comprised of approximately (i) 23 million common shares held by former APAC public equity shareholders, (ii) 5.3 million common shares held by the Sponsor and (iii) 85 million common shares held by former Ligand stockholders, which APAC then multiplied by the $10.00 share price in order to arrive at an equity value of approximately $1.1 billion for OmniAb. APAC then subtracted the pro forma net cash amount of approximately $250 million from this equity value, resulting in the $884 million total enterprise valuation.

Illustrative Discounted Cash Flow Analysis

Using the February 2022 financial projections provided by Ligand and OmniAb, APAC’s management also performed an illustrative discounted cash flow analysis (the “DCF”) to derive a range of illustrative present enterprise values for OmniAb. This analysis also was provided to the APAC Board but was not a material consideration in the APAC Board’s approval of the Transactions because the projections upon which the DCF analysis was based cover multiple years, and are necessarily more speculative and unreliable with each successive year, and the APAC Board deemed valuations of comparable companies on the basis of publicly available information, as provided for above, to be a more informative way to assess value. The DCF is comprised of adding a discounted terminal value and discounted free cash flows to arrive at a present range of enterprise values for OmniAb. A wide range of discount rates of 10-15%, reflecting estimates of OmniAb’s weighted average cost of capital, was selected by APAC’s management based on its judgment and experience evaluating companies with a risk profile similar of that of OmniAb.

The terminal value was derived based on information obtained by APAC from Ligand’s and OmniAb’s management, and was calculated based on a growth methodology that assumed a 3% long-term growth rate,

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and based upon Ligand’s and OmniAb’s estimated terminal year EBITDA as reflected in the OmniAb forecasts. APAC’s management discounted the terminal value and OmniAb’s estimated free cash flows from 2022 to 2045 to complete the valuation exercise. This DCF analysis resulted in a range of enterprise values for OmniAb of between approximately $3.5 billion and $10.0 billion. See “Projected Financial Information.”

The APAC Board’s Reasons for the Approval of the Business Combination

The APAC Board, in evaluating the Business Combination, consulted with APAC’s management and legal advisors. In unanimously deciding to (a) adopt the Merger Agreement and approve the transactions contemplated thereby, including the Business Combination, and (b) recommend that APAC shareholders vote to approve and adopt the Merger Agreement and the Transaction Documents (as defined in the Merger Agreement) and approve the transactions contemplated thereby, the APAC Board considered a range of factors, including but not limited to, the factors discussed below.

In light of the number and wide variety of factors the members of the APAC Board considered in connection with evaluating and approving the Business Combination, the APAC Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. The APAC Board’s evaluation and determination regarding the Business Combination was necessarily based on the information available and the factors presented to and considered by it at the time. The APAC Board did not consider, request access to, or receive any additional valuation-related materials or information that had been prepared in connection with OmniAb’s initially contemplated IPO. In addition, individual directors may have given different weight to different factors. Neither APAC nor any potential third-party investors received any reports that were materially related to the transaction or that would fall within the purview of Item 4(b) of Form S-4.

This summary of the APAC Board’s reasons for approval of the Business Combination, along with all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Statement Regarding Forward-Looking Statements.”

In approving the Business Combination, the APAC Board determined not to obtain a third-party valuation or fairness opinion. The officers and directors of APAC have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of APAC’s other advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination with OmniAb. In addition, APAC’s officers and directors and APAC’s advisors have substantial experience with mergers and acquisitions.

In considering the Business Combination, the members of the APAC Board considered a number of factors pertaining to the Business Combination as generally supporting their decision to enter into the Merger Agreement and the Transaction Documents described therein and approve the transactions contemplated thereby, including, but not limited to, the following factors:

•

Antibody Discovery Industry and Trends. The OmniAb Business is based in an industry and addressable market that has seen substantial growth in recent periods and that the APAC Board, following a review of industry trends and other industry factors, considered attractive and expects to have continued growth potential in future periods;

•

Attractive Value Proposition. The OmniAb Business’s antibody discovery platform offers a number of advantages versus “traditional” antibody discovery methods, including increased antibody diversity, increased speed of development, increased safety relative to peer companies, and APAC’s diligence investigations and analyses of the industry have supported the APAC Board’s view that the OmniAb Business is considered one of the leaders in its field and has one of the strongest track records among peer companies;

•

Strong Commercial Momentum. The potential for commercial growth demonstrated by the OmniAb Business’s recent increases in number of active partners and programs, as well as its partners having recently obtained approvals for zimberelimab and sugemalimab in China and having recently submitted a Biologics License Application (BLA), which is currently under review by the FDA,

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seeking marketing approval for teclistamab, and the fact that the majority of the OmniAb Business’s active programs are in oncology, one of the fastest growing therapeutic areas;

•

Scalable Business Model. The potential to scale the OmniAb Business’s model as a result of its limited involvement in the drug development cycle following the “discovery/preclinical” stage, while still retaining substantial upside potential from future milestone and royalty payments;

•

Financial Condition. The APAC Board also considered factors such as the OmniAb Business’s historical financial results, outlook and financial plan. In considering these factors and in light of OmniAb's incurred losses for the last three years, the APAC Board reviewed and considered the OmniAb Business’s recent performance, the current prospects for growth if the OmniAb Business achieves its business plans and various historical and current balance sheet items;

•

Carve-Out Facilitates Additional Investment. The potential to grow the OmniAb Business by investing in commercial organization and business development efforts, exploration of potential acquisition opportunities and/or accretive research and development projects that were not high priorities while the business was operated as a part of Ligand, given the need to manage near term financial performance;

•

Experienced and Proven Management Team. The OmniAb Business has an experienced management team with a proven record and diverse experience, and with whom the APAC management had the opportunity to engage and evaluate in the course of its due diligence review. In addition, the senior management of the OmniAb Business intend to remain with New OmniAb following the Business Combination, which the APAC Board expects will provide helpful continuity in advancing OmniAb’s strategic and growth goals.

•

Due Diligence. APAC’s management and advisors conducted significant due diligence investigations of the OmniAb Business, including: meetings and calls with OmniAb’s management regarding OmniAb’s business model, operations and forecasts; commercial, financial, tax, accounting, ESG, scientific and technology and legal due diligence, and conducting discussions with the management of Ligand (including the management of the OmniAb Business) and APAC’s financial, tax, accounting, ESG, technology and legal advisors concerning such due diligence investigations;

•

Lock-Up. The agreement by the Insiders, the Sponsor and the directors and officers of Ligand and/or OmniAb to be subject to a post-Closing lockup in respect of shares of New OmniAb Common Stock, subject to certain customary exceptions (including the attainment of certain VWAP-related thresholds), which will provide important stability to the leadership and governance of New OmniAb for a period of time following the Business Combination;

•

Fully-Funded Balance Sheet Post-Closing. The combined company is expected to, in the view of OmniAb’s management, have net cash proceeds following the Business Combination (after giving effect to the Contribution, the Forward Purchase and the Redemption Backstop, if any) sufficient to support the go-forward business plan of the OmniAb Business, which reduces the market risk and potential overhang of dilution from future equity financings;

•

Diverse Stockholder Base Post-Closing. The combined company will have a diverse stockholder base relative to other SPACs following their initial business combinations as a result of the fact that the Merger will be consummated immediately following the Distribution, which will result in New OmniAb having an initial stockholder base more similar to a typical public company than a typical private-company SPAC target, which should facilitate stockholder liquidity.

•

Reasonableness of Merger Consideration. Following a review of the financial data provided to APAC, including the historical financial statements of the OmniAb Business and certain unaudited prospective financial information discussed in “Shareholder Proposal No. 1 — Projected Financial Information” and “— Certain Financial Analysis,” and APAC’s due diligence review and financial and valuation analyses of the OmniAb Business, the APAC Board considered the Aggregate Merger Consideration and OmniAb Earnout Shares to be issued to OmniAb’s stockholders (after giving effect to the Distribution) and determined that the consideration was reasonable in light of such data and financial information;

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•

Negotiated Transaction. The terms and conditions of the Merger Agreement and the related agreements and the transactions contemplated thereby, each party’s representations, warranties and covenants, the conditions to each party’s obligation to consummate the Business Combination and the termination provisions, as well as the strong commitment by APAC, Ligand and OmniAb to complete the Business Combination. The APAC Board also considered the financial and other terms of the Merger Agreement and the fact that such terms and conditions are, in their view, reasonable and were the product of arm’s-length negotiations among APAC, Ligand and OmniAb;

•

Redemption Backstop. The fact that the Sponsor has agreed to provide the Redemption Backstop, if necessary, to backstop potential redemptions by APAC public shareholders, which will help ensure that the combined company is well capitalized following closing of the Business Combination; and

•

Post-Closing Governance. The facts that (i) APAC negotiated the right to nominate one (1) member of the combined company’s board of directors following the Business Combination and (ii) the other proposed directors and officers of the combined company represent a strong and experienced management team, including certain directors and officers that are current members of the Ligand senior management team involved with operating the OmniAb Business, which will provide helpful continuity in advancing the combined company’s strategic goals.

The APAC Board also considered a variety of uncertainties, risks and other potentially negative factors concerning the Business Combination including but not limited to, the following:

•

Commercialization and Pricing Risks. The OmniAb Business is subject to meaningful development and approval risk given its milestone and royalty revenue model, which may provide greater upside potential in the long-run, but also leads to more commercialization- and pricing-related risks, which APAC believes can be mitigated by the fact that the OmniAb Business has a wide variety of partnered programs representing opportunities for additional future revenue streams;

•

Royalty Revenues. The projected future royalty revenues of the OmniAb Business represent a significant portion of the net present value of its future revenue under OmiAb management’s projections, despite the fact that the OmniAb Business only has two program approvals to date, both of which were in China;

•

Exposure to Biotech Funding Cycle. The OmniAb Business is exposed to counterparty risk with small- to mid-size biopharmaceutical companies that typically rely on external financing sources to fund research and development expenses, and, while biotech funding has continued to be robust over the last several years, it is possible there could be a downturn in the funding cycle;

•

Exposure to Pharmaceutical Industry Regulatory Reform. The risk that any potential pharmaceutical industry pricing reforms could reduce the expected return on investment of new drug development and could impact the OmniAb Business by reducing future royalty revenues, and could also have a corollary effect on investment in drug discovery and/or development;

•

Forecast Reliant on Continuing to Sign Up New Programs. The OmniAb Business’s long-term performance will rely on continuing to generate new programs and progressing earlier stage preclinical programs throughout development;

•

Competitive End-Market. The significant number of providers of both transgenic models (particularly for transgenic mice) and screening technologies used in antibody discovery;

•

Separation with Ligand. There could be commercial impacts to the OmniAb Business as a result of the separation of OmniAb from Ligand, and New OmniAb will rely on Ligand for certain corporate services until it can build out its own general and administrative functionalities;

•

Limitations on New OmniAb’s Activities. For a two-year period following the closing the Business Combination, there will be certain limitations imposed on New OmniAb’s activities to preserve the tax-free treatment of the transactions, including, subject to certain exceptions, that neither New

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OmniAb nor any of its subsidiaries may (i) discontinue or sell any of their “active businesses,” (ii) sell more than 30% of their consolidated gross assets, (iii) undergo dissolution or liquidation, (iv) enter into any stock purchase or buyback program or (v) make any issuance of stock that would result in one or more persons directly or indirectly acquiring more than 45% of the stock of New OmniAb;

•

Historical Losses. OmniAb has incurred losses on an as-reported basis for the last three years;

•

Macroeconomic Risks. Macroeconomic uncertainty, including the potential impact of the COVID-19 pandemic, and the effects it could have on the combined company’s revenues;

•

Shareholder Vote. The risk that APAC’s shareholders may fail to approve the Condition Precedent Proposals;

•

Closing Conditions. The fact that the completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within APAC’s control, including the receipt of certain required regulatory approvals;

•

APAC Public Shareholders holding a Minority Position in the Combined Company. The risks associated with APAC public shareholders holding a minority position in the combined company (approximately 18%, assuming no redemptions and excluding the impact of the APAC Class A Ordinary Shares underlying the APAC Warrants), which may reduce the influence that APAC public shareholders have on the management of the combined company;

•

Litigation. The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination;

•

Listing Risks. The challenges associated with preparing OmniAb and its subsidiaries, which are private subsidiaries of the public company, Ligand, for the applicable disclosure and listing requirements to which OmniAb will be subject as a publicly traded company on the Nasdaq;

•

Liquidation of APAC. The risks and costs to APAC if the Business Combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in APAC being unable to effect an initial business combination by February 12, 2023;

•

Benefits may not be Achieved. The risk that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe;

•

No Third Party Valuation. The fact that the APAC Board did not obtain a third-party valuation or fairness opinion in connection with the Business Combination; and

•

Fees and Expenses. The fees and expenses associated with completing the Business Combination.

In addition to considering the factors above, the APAC Board also considered other factors including, without limitation:

•

Interests of Certain Persons. Some officers and directors of APAC have interests in the Business Combination. See “Proposal No. 1 — The Business Combination Proposal — Interests of APAC’s Directors and Officers and Others in the Business Combination”; and

•

Other Risk Factors. Various other risk factors associated with the OmniAb Business, as described in the section entitled “Risk Factors.”

•

Potential Conflict of Interest of Credit Suisse. Credit Suisse’s role as financial and capital markets advisor to Ligand and OmniAb in OmniAb’s potential separation from Ligand’s other businesses, and its role as underwriter in APAC’s IPO, with an entitlement to 50% of an $8,050,000 deferred underwriting commission upon the closing of the Business Combination.

The APAC Board concluded that the potential benefits that it expected APAC and APAC’s shareholders to achieve as a result of the Business Combination outweighed the potentially negative factors and other risks associated with the Business Combination. The APAC Board also noted that APAC shareholders would have a substantial economic interest in the combined company (depending on the level of redemptions by APAC public shareholders). Accordingly, the APAC Board unanimously determined that the Merger

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Agreement, the Transaction Documents referenced therein, and the transactions contemplated thereby were advisable to and in the best interests of APAC and its shareholders.

Interests of APAC’s Directors and Executive Officers in the Business Combination

•

Prior to APAC’s initial public offering, the Sponsor purchased 5,750,000 Class B Ordinary Shares for an aggregate purchase price of $25,000, or approximately $0.004 per share, and the Sponsor later transferred 35,000 Class B Ordinary Shares to each of William E. Klitgaard, Lâle White and Wendel Barr, each of whom serve on the APAC Board. If APAC does not consummate a business combination by February 12, 2023 (or if such date is extended at a duly called extraordinary general meeting, such later date), it would cease all operations except for the purpose of winding up, redeeming all of the outstanding public shares for cash and, subject to the approval of its remaining shareholders and the APAC Board, dissolving and liquidating, subject in each case to its obligations under the Cayman Islands Companies Act (As Revised) to provide for the claims of creditors and the requirements of other applicable law. In such event, the 5,750,000 APAC Class B Ordinary Shares collectively owned by the Sponsor and three directors (William E. Klitgaard, Lâle White and Wendel Barr) would be worthless because following the redemption of the public shares, APAC would likely have few, if any, net assets and because the Sponsor and APAC’s directors and officers have agreed to waive their respective rights to liquidating dissolutions from the trust account in respect of any APAC Class A Ordinary Shares and APAC Class B Ordinary Shares held by them, as applicable, if APAC fails to complete a business combination within the required period. Additionally, in such event, the 8,233,333 APAC Private Placement Warrants purchased by the Sponsor simultaneously with the consummation of APAC’s initial public offering for an aggregate purchase price of $12,350,000 will also expire worthless. Certain of APAC’s directors and officers, including Thompson Dean and David Burgstahler, also have a direct or indirect economic interest in such APAC Private Placement Warrants and the 5,645,000 APAC Class B Ordinary Shares owned by the Sponsor.

•

As a result of the low initial purchase price (consisting of $25,000 for the 5,750,000 APAC Class B Ordinary Shares, or approximately $0.004 per share, and $12,350,000 for the Private Placement Warrants), the Sponsor, its affiliates and APAC’s management team and advisors stand to earn a positive rate of return or profit on their investment, even if other shareholders, such as APAC’s public shareholders, experience a negative rate of return because the post-business combination company subsequently declines in value. Thus, the Sponsor, our officers and directors, and their respective affiliates may have more of an economic incentive to enter into an initial business combination on potentially less favorable terms with a potentially less favorable, riskier, weaker-performing or financially unstable business, or an entity lacking an established record of revenues or earnings, than would be the case if such parties had paid the full offering price for their Class B ordinary shares, rather than liquidate if we fail to complete our initial business combination by February 12, 2023.

•

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aggregate market value of $[•] based upon the closing price of $[•] per APAC Class A Ordinary Share on the Nasdaq on [•], 2022, the most recent practicable date prior to the date of this proxy statement/prospectus/information statement. The 8,233,333 New OmniAb Warrants into which the 8,233,333 APAC Private Placement Warrants held by the Sponsor will automatically convert in connection with the Domestication, if unrestricted and freely tradeable, would have had an aggregate market value of $[•] based upon the closing price of $[•] per APAC Warrant on Nasdaq on [•], 2022, the most recent practicable date prior to the date of this proxy statement/prospectus/information statement. Assuming the completion of the business combination under a no redemption scenario, the approximate value of Sponsor’s ownership interest in OmniAb securities, based on the per share price specified in the Merger Agreement and the closing trading price of the warrants on [•], 2022, would be $[•], as compared to the aggregate price paid for all such securities of $[•].

•

APAC’s executive officers and directors, or any of their respective affiliates, including the Sponsor and other entities affiliated with APAC and the Sponsor, will be reimbursed for any reasonable fees and out-of-pocket expenses incurred in connection with activities on APAC’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations (including the Business Combination). As of June 30, 2022, the unpaid accrued fees under the administrative services agreement between the Sponsor and APAC amounted to $56,129.

•

The Sponsor, or an affiliate of the Sponsor, or certain of APAC’s officers and directors has advanced funds to APAC for working capital purposes, including $750,000 as of June 5, 2022. These outstanding advances have been documented in a promissory note, dated as of March 14, 2022 (the “Promissory Note”) issued by APAC to the Sponsor, pursuant to which APAC may borrow up to $750,000 from the Sponsor (including those amounts which are currently outstanding). The Promissory Note is non-interest bearing, unsecured and due and payable in full on the earlier of the date APAC consummates its initial business combination and the winding up of APAC. If APAC does not complete its initial business combination within the required period, it may use a portion of its working capital held outside the trust account to repay such advances and any other working capital advances made to APAC, but no proceeds held in the trust account would be used to repay such advances and any other working capital advances made to APAC, and such related party may not be able to recover the value it has loaned to APAC and any other working capital advances it may make. The Promissory Note provides that the unpaid principal balance on the 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 APAC Private Placement Warrants.

•

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shares of New OmniAb Common Stock for an aggregate purchase price of $15 million. In addition, the Sponsor has agreed to purchase up to an additional 10,000,000 shares of New OmniAb Common Stock and up to an additional 1,666,667 New OmniAb Warrants in order to backstop shareholder redemptions to the extent such redemptions would result in the cash proceeds available to the combined company following the Business Combination from APAC’s trust account to be less than $100,000,000. The A&R FPA also provides that in the event the Merger Agreement is terminated by Ligand under circumstances in which the Termination Fee would be payable thereunder, Ligand shall pay the Sponsor a termination fee of $12,500,000 in connection therewith.

•

On August 9, 2021, the Insiders entered into a Sponsor Insider Agreement, pursuant to which, among other things, the Insiders agreed to vote any APAC securities held by them to approve a proposed business combination (including any proposals recommended by the APAC Board in connection with such business combination and not to redeem any APAC shares held by them in connection with such shareholder approval in order to induce APAC and the underwriters in APAC’s initial public offering to enter into an underwriting agreement and to proceed with APAC’s initial public offering.

•

Pursuant to the Registration Rights Agreement, the Sponsor and certain related parties will have customary registration rights, including piggy-back rights, subject to cooperation and cut-back provisions with respect to the shares of New OmniAb Common Stock and New OmniAb warrants held by such parties following the consummation of the Business Combination. See “Certain Relationships and Related Person Transactions — APAC.”

The Sponsor (including its representatives and affiliates) and APAC’s directors and officers, are, or may in the future become, affiliated with entities that are engaged in a similar business to APAC. The Sponsor and APAC’s directors and officers are not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to APAC completing its initial business combination. Moreover, certain of APAC’s directors and officers have time and attention requirements for investment funds of which affiliates of the Sponsor are the investment managers. APAC’s directors and officers also may become aware of business opportunities which may be appropriate for presentation to APAC, and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have had conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in APAC’s favor and such potential business opportunities may be presented to other entities prior to their presentation to APAC, subject to applicable fiduciary duties under the Cayman Islands Companies Law. APAC’s Cayman Constitutional Documents provide that APAC renounces its interest in any corporate opportunity offered to any director or officer of APAC unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of APAC and it is an opportunity that APAC is able to complete on a reasonable basis. This provision in APAC’s Cayman Constitutional Documents may present a conflict of interest in the event that a director or officer of APAC is offered a corporate opportunity in a capacity other than his or her capacity as a director or officer of APAC that is suitable for APAC. APAC does not believe that such potential conflicts materially impacted APAC’s search for a business combination target, because the Sponsor and its affiliates have significant experience in identifying and executing multiple acquisition opportunities simultaneously, and APAC was not limited by industry or geography in terms of acquisition opportunities it could pursue. When the OmniAb investment opportunity arose, Avista Capital Partners V, LP (“Fund 5”) was the only Avista fund with an open investment period and capital to make new investments. Therefore, the only potential Avista affiliated acquirers were either Fund 5, through a direct investment in OmniAb, or APAC, which is a portfolio company of Fund 5. Due to (1) the relatively large size of the target business, (2) the “growth” stage nature of the

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target business and (3) the fact that it would be a minority investment, the investment committee of Fund 5 made the determination that the opportunity was appropriate for APAC as the potential acquirer, as opposed to a direct Fund 5 investment.

The Sponsor and APAC’s officers, directors and/or their affiliates anticipate that they may identify the shareholders with whom the Sponsor or APAC’s officers, directors or their affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of Class A Ordinary Shares) following our mailing of proxy materials in connection with the Business Combination. To the extent that the Sponsor or APAC’s officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against the Business Combination but only if such shares have not already been voted at the extraordinary general meeting. The Sponsor and APAC’s officers, directors, advisors or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

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8-K to disclose (1) the amount of securities purchased in any such purchases, along with the purchase price; (2) the purpose of any such purchases; (3) the impact, if any, of any such purchases on the likelihood that the business combination transaction will be approved; (4) the identities or the nature of the security holders (e.g., 5% security holders) who sold their securities in any such purchases; and (5) the number of securities for which APAC has received redemption requests pursuant to its shareholders' redemption rights in connection with the Business Combination.

The Ligand Board’s Reasons for the Business Combination

The Ligand Board determined that the separation of Ligand’s OmniAb Business from the remainder of its businesses would be in the best interests of Ligand and its stockholders and approved the plan of separation. A wide variety of factors were considered by the Ligand Board in evaluating the Business Combination. The Ligand Board considered the potential benefits of the Business Combination, including that the Business Combination is expected to:

•

allow each of Ligand and OmniAb to pursue its own operational and strategic priorities and more quickly respond to trends, developments and opportunities in its respective markets;

•

result in a tax-efficient disposition of the OmniAb Business for Ligand and Ligand stockholders;

•

provide capital to support the growth of the OmniAb Business and the OmniAb platform technology;

•

create two separate and distinct management teams focused on each business’s unique strategic priorities, target markets and corporate development opportunities;

•

give each business opportunity and flexibility by pursuing its own investment, capital allocation and growth strategies consistent with its long-term objectives;

•

allow investors to separately value each business based on the unique merits, performance and future prospects of each business, providing investors with two distinct investment opportunities;

•

enhance the ability of each business to attract and retain qualified management and to better align incentive-based compensation with the performance of each separate business;

•

give each of OmniAb and Ligand its own equity currency for use in connection with acquisitions; and

•

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The Ligand Board also considered the following potentially negative factors in evaluating the Business Combination:

•

the possibility that the Business Combination may not be completed on the terms or timeline currently contemplated by the parties or at all, including for reasons outside of the control of Ligand, OmniAb or APAC;

•

potential risks relating to merging with a special purpose acquisition company and potential alternatives for effecting the Separation and the Distribution;

•

possible increased overall costs, as well as one-time transaction costs;

•

disruptions to the businesses as a result of the Business Combination;

•

the risk that the completion of the Business Combination, or the failure to complete the Business Combination, could negatively affect Ligand’s stock price and future business and financial results;

•

limitations placed on each of Ligand and OmniAb as result of the Tax Matters Agreement;

•

the inability to realize the anticipated benefits of the Business Combination.

The Ligand Board concluded that the potential benefits of the Business Combination outweighed these factors.

In addition, in considering the Aggregate Merger Consideration and ascribed pre-money equity valuation of OmniAb, the Ligand Board did not obtain any third-party valuation of the OmniAb Business, nor did it receive any reports that were materially related to the transaction or that would fall within the purview of Item 4(b) of Form S-4. Rather, Ligand management and the Ligand Board were primarily focused on finding the most efficient path to OmniAb becoming a separate, publicly-traded company and obtaining capital and access to future capital to finance the OmniAb Business. Ligand management and the Ligand Board took into account general market conditions and the effective closing of the IPO “window” for OmniAb, as well as the poor trading performance of companies in a similar segment of the market (specifically stock prices over a period of 15-18 months trading between approximately 50-90% lower than their trading highs, and the Nasdaq Biotechnology Index experiencing one of its worst declines since its inception). They also considered the view that a subset of the overall market value of Ligand necessarily represented a perceived value of OmniAb, with the ascribed pre-money equity valuation of OmniAb of $850 million in the Business Combination representing a significant portion of Ligand's existing total public equity valuation. In addition, the 15,000,000 OmniAb Earnout Shares offered Ligand shareholders the opportunity to capture additional value if the vesting conditions based on trading prices were satisfied.

Involvement of Book-Running Manager of APAC’s Initial Public Offering in the Business Combination

Credit Suisse served as the sole Book-Running Manager for the initial public offering of APAC and will be entitled to receive 50% of the $8,050,000 of the aggregate deferred underwriting commissions therefrom in connection with the consummation of APAC’s initial business combination (the “Underwriting Fee”). Credit Suisse has agreed to waive its rights to the deferred underwriting commissions held in the Trust Account in the event that APAC does not complete its initial business combination prior to the end of the completion window (subject to any extension period thereof), and in such a circumstance, will not receive any of such funds.

As described further below, Credit Suisse is also providing financial and capital markets advisory services to Ligand and OmniAb in connection with the Business Combination and will receive compensation in connection therewith. Credit Suisse’ receipt of the deferred underwriting commissions is not dependent on its provision of services in connection with the Business Combination. In evaluating whether to retain Credit Suisse, the Ligand Board was aware of the potential conflict of interest related to Credit Suisse's role as the sole Book-Running Manager for APAC’s initial public offering but understood that Credit Suisse would act solely as Ligand’s and OmniAb's financial and capital markets advisor and would not advise the APAC Board with respect to the Business Combination. Additionally, as discussed below, Ligand management negotiated with Credit Suisse to limit the fees payable for its financial and capital markets advisory services based on the deferred underwriting commissions to which Credit Suisse would otherwise be entitled upon consummation of the transaction.

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As discussed under “Proposal No. 1 — The Business Combination Proposal — Background of the Business Combination,” Credit Suisse is serving as Ligand’s and OmniAb's financial and capital markets advisor in connection with the Business Combination. Pursuant to the terms of Credit Suisse’ engagement with Ligand and OmniAb, Credit Suisse has agreed to provide Ligand and OmniAb with financial and capital markets advice and assistance in connection with the Business Combination, including providing financial and capital markets advice on the potential business combination with APAC, reviewing financial information of APAC, developing presentations for the Ligand Board (although no such presentations were provided in connection with the Business Combination) and providing other customary financial and capital markets advisory and investment banking services.

In April 2022, Credit Suisse and Ligand executed an agreement related to their financial and capital markets advisory relationship that began in June 2021, which was amended in August 2022 to reflect OmniAb’s status as a party (as amended, the “April 2022 Agreement”). Credit Suisse is entitled to receive advisory fees of up to $3.4 million (the “Advisory Fee”) under the April 2022 Agreement. The April 2022 Agreement provides that $3.0 million of the Advisory Fee will be fully offset by the Underwriting Fee (to the extent paid by APAC to Credit Suisse) and also provides that Ligand will pay Credit Suisse the remaining $0.4 million of the Advisory Fee. Upon completion of the Business Combination, the aggregate fees payable to Credit Suisse will be $4.425 million, consisting of $4.025 million, or 50% of the deferred underwriting commission, from the APAC initial public offering and the $0.4 million from the Advisory Fee. If the Underwriting Fee was not partially creditable against the Advisory Fee, the aggregate fees payable to Credit Suisse would be $7.425 million. There are no additional fees paid, due or anticipated to be due in connection with Credit Suisse’s advisory role to Ligand and OmniAb in Ligand’s previously contemplated separation transaction prior to Credit Suisse’s engagement in connection with the Business Combination. Ligand management negotiated the fee credit with Credit Suisse because it believed that the aggregate fee amount of $4.425 million was appropriate compensation for the transaction as a whole. Credit Suisse agreed to credit this amount to Ligand because Credit Suisse determined that the total fees it stands to receive in connection with the transaction, after accounting for the credit and the waiver of 50% of the deferred underwriting commission, are commercially reasonable for the transaction as a whole.

Credit Suisse has indicated that it does not currently intend to withdraw from its involvement in the Business Combination. If Credit Suisse withdrew from its financial and capital markets advisory engagement, it would no longer receive the Advisory Fee or the deferred Underwriting Fee pursuant to its Underwriting Agreement with APAC. Nevertheless, Ligand and OmniAb would still be obligated to provide Credit Suisse with customary expense reimbursement, including fees and expenses of its counsel, and to indemnify it and certain related persons against liabilities arising out of Credit Suisse’s financial and capital markets advisory engagement and the Business Combination. Additionally, if the parties do not complete the Business Combination but Ligand or any of its affiliates receives a termination, breakup, topping, other similar fee or consideration (a “Breakup Fee”), Credit Suisse will receive fees equal to the lesser of (i) 20% of the fair market value (at the time of payment) of any such Breakup Fee, and (ii) the Advisory Fee that would have been payable if the Business Combination had been consummated.

Board of Directors Following the Business Combination

The New OmniAb Board following consummation of the Business Combination will consist of seven directors. If all of the director nominees are elected, Matthew W. Foehr and Jennifer Cochran will be Class I directors serving until the annual meeting of stockholders to be held in 2023, Sarah Boyce and Sunil Patel will be Class II directors serving until the annual meeting to be held in 2024 and John L. Higgins, Carolyn Bertozzi, and Joshua Tamaroff will be Class III directors serving until the annual meeting to be held in 2025 and, in each case, until their successors are elected and qualified or until their earlier death, resignation, retirement or removal for cause. Carolyn Bertozzi, Sarah Boyce, Jennifer Cochran, Matthew W. Foehr, John L. Higgins, Sunil Patel and Joshua Tamaroff have each been nominated to serve as directors of New OmniAb upon completion of the Business Combination.

Please see the sections entitled “Shareholder Proposal No. 8 — The Director Election Proposal” and “Management of New OmniAb after the Business Combination” for additional information.

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Redemption Rights

(i)

hold APAC Class A Ordinary Shares;

(ii)

(iii)

deliver your APAC Class A Ordinary Shares to Continental, APAC’s transfer agent, physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their APAC Class A Ordinary Shares in the manner described above prior to 5:00 p.m., Eastern Time, on [•], 2022 (two business days before the Extraordinary General Meeting) in order for their shares to be redeemed.

Any written request for redemption, once made by a holder of APAC Class A Ordinary Shares, may not be withdrawn once submitted to APAC unless the APAC Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part). If you submit a redemption request to Continental, APAC’s transfer agent, and later decide prior to the extraordinary general meeting not to elect redemption, you may request to withdraw the redemption request. You may make such request by contacting Continental, APAC’s transfer agent, at the phone number or address listed in see “Questions and answers — Q: Who can help answer my questions?”

Any corrected or changed written exercise of redemption rights must be received by Continental, APAC’s transfer agent, prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. No request for redemption will be honored unless the holder’s APAC Class A Ordinary Share certificates (if any) and other redemption forms have been delivered to Continental, APAC’s transfer agent, physically or electronically through DTC, at least two business days prior to the vote at the extraordinary general meeting.

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Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its APAC Class A Ordinary Shares with respect to more than an aggregate of 15% of the APAC Class A Ordinary Shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the APAC Class A Ordinary Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

Satisfaction of 80% Test

It is a requirement under the Cayman Constitutional Documents that any business acquired by APAC have an aggregate fair market value equal to at least 80% of the balance of the funds in the trust account at the time of the execution of a definitive agreement for an initial business combination. Based on the financial information provided to the APAC Board in connection with approval of the transaction, the APAC Board determined that this requirement was met. The APAC Board believes that the financial skills and background of its members qualify it to conclude that the Business Combination with OmniAb met this requirement.

Accounting Treatment

The Business Combination is expected to be accounted for as a reverse recapitalization in accordance with GAAP, whereby APAC is treated as the acquired company and OmniAb is treated as the acquirer. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of OmniAb issuing stock for the net assets of APAC, accompanied by a recapitalization. The net assets of APAC will be stated at historical cost, with no goodwill or other intangible assets recorded. Subsequently, results of operations presented for the period prior to the Business Combination will be those of OmniAb.

OmniAb has been determined to be the accounting acquirer in the Business Combination based on the following predominate factors:

•

OmniAb will have the ability to nominate a majority of the initial members of the New OmniAb Board;

•

OmniAb’s senior management will be the senior management of the combined entity;

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•

OmniAb is the larger entity based on historical operating activity and has the larger employee base; and

•

The post-combination company will assume an OmniAb branded name: “OmniAb, Inc.”

Vote Required for Approval

The approval of the Business Combination Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of a majority of at least two-thirds of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on the proposal.

Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as a special resolution, that (i) APAC’s entry into the Merger Agreement, dated as of March 23, 2022 (the “Merger Agreement”), by and among APAC, Orwell Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of APAC (“Merger Sub”), Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Ligand”), and OmniAb, Inc., a Delaware corporation and, prior to the effective time of the Merger, wholly-owned subsidiary of Ligand (“OmniAb”), (a copy of which is attached to the proxy statement/prospectus/information statement as Annex A), (ii) APAC’s entry into each of the other Transaction Documents (as defined in the Merger Agreement) and (iii) the transactions contemplated by the Merger Agreement and such Transaction Documents, including, following the Domestication, as described below, the merger of Merger Sub with and into OmniAb (the “Merger”), with OmniAb surviving the Merger as a wholly-owned subsidiary of the Company, in accordance with the terms and subject to the conditions of the Merger Agreement, be approved, adopted, ratified and confirmed in all respects.”

Recommendation of the APAC Board

THE APAC BOARD RECOMMENDS THAT APAC SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL.

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SHAREHOLDER PROPOSAL NO. 2 — THE DOMESTICATION PROPOSAL

Overview

As discussed in this proxy statement/prospectus/information statement, APAC is asking its shareholders to approve the Domestication Proposal. Under the terms of the Merger Agreement, the approval of the Domestication Proposal is also a condition to the consummation of the Business Combination. If this proposal is not approved, the Business Combination will not occur.

To effect the Domestication, APAC will file an application to deregister with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file with the Secretary of State of the State of Delaware a certificate of corporate domestication, together with the necessary accompanying documents, and make all filings required to be made with the Cayman Islands Registrar of Companies and the Secretary of State of the State of Delaware to effect the Domestication. If approved, the Domestication will occur at least one business day prior to the Closing Date.

In connection with the Domestication, at least one business day prior to the Closing Date, among other things (a) each APAC Class A Ordinary Share will be converted into one share of New OmniAb Common Stock, (b) each APAC Class B Ordinary Share that is issued and outstanding immediately prior to the Domestication will be converted, on a one-for-one basis, into one share of New OmniAb Common Stock, (c) each issued and outstanding APAC Warrant will automatically convert into a warrant to acquire one share of New OmniAb Common Stock, pursuant to the Warrant Agreement, (d) each then issued and outstanding APAC unit will separate and convert automatically into one share of New OmniAb Common Stock and one-third of one New OmniAb Warrant, (e) the Proposed Certificate of Incorporation will be adopted and filed with the Secretary of State of the State of Delaware pursuant to the DGCL, and the Proposed Certificate of Incorporation and Proposed Bylaws will become the governing documents of New OmniAb and (f) APAC will change its name to “OmniAb, Inc.”

The Domestication Proposal, if approved, will approve a change of APAC’s jurisdiction of incorporation from the Cayman Islands to Delaware. Accordingly, while APAC is currently incorporated as an exempted company under the Cayman Islands Companies Act, upon the Domestication, New OmniAb will be continued as a corporation under, and governed by, the DGCL. We encourage shareholders to carefully consult the information on the Proposed Certificate of Incorporation and Proposed Bylaws set out below under “Comparison of Corporate Governance and Shareholder Rights.” The Proposed Certificate of Incorporation and Proposed Bylaws differ in certain material respects from the Cayman Constitutional Documents, and we encourage shareholders to carefully consult the information set out below under “Shareholder Proposal No. 3 — The Organizational Documents Proposal,” and the Proposed Certificate of Incorporation and Proposed Bylaws, attached to this proxy statement/prospectus/information statement as Annex H and Annex I, respectively.

The Domestication Proposal is conditioned on the approval of each of the other APAC Condition Precedent Proposals to be voted on at the extraordinary general meeting.

Reasons for the Domestication

The APAC Board believes that there are significant advantages to APAC that will arise as a result of a change of domicile to Delaware. Delaware provides a favorable legal, regulatory, tax and political environment in which to operate. Further, the APAC Board believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. The APAC Board believes that because of these reasons, a change of domicile to Delaware is in the best interests of APAC and its shareholders.

The approval of the Domestication Proposal is a condition to the closing of the Merger under the Merger Agreement. The approval of the Domestication Proposal requires a special resolution under the Cayman Islands Companies Law, being the affirmative vote of the holders of a majority of at least two-thirds of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Abstentions, while considered present for the purposes of

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establishing a quorum, will not count as votes cast at the extraordinary general meeting. A broker non-vote, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the extraordinary general meeting.

Expected Accounting Treatment of the Domestication

There will be no accounting effect or change in the carrying amount of the consolidated assets and liabilities of APAC as a result of the Domestication. The business, capitalization, assets and liabilities and financial statements of New OmniAb immediately following the Domestication will be the same as those of APAC immediately prior to the Domestication.

Vote Required for Approval

The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on the proposal. With respect to the Domestication Proposal, a holder of APAC Class B Ordinary Shares shall have ten votes for every APAC Class B Ordinary Share of which he or she is the holder and a holder of APAC Class A Ordinary Shares shall have one vote for every APAC Class A Ordinary Share of which he or she is the holder. The Sponsor, who holds 5,645,000 APAC Class B Ordinary Shares, has agreed to vote all such shares in favor of the Domestication Proposal, and such vote will be sufficient to approve the Domestication Proposal.

Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as a special resolution, that APAC be transferred by way of continuation from the Cayman Islands to Delaware and become domesticated as a Delaware corporation in accordance with Section 388 of the DGCL and de-register as a Cayman Islands exempted company in accordance with Section 206 of the Cayman Islands Companies Law and, immediately upon being de-registered in the Cayman Islands, APAC be registered as a corporation under the laws of Delaware and, conditional upon, and with effect from, the registration of APAC as a corporation in Delaware, the name of APAC be changed from “Avista Public Acquisition Corp. II” to “OmniAb, Inc.”

Recommendation of the APAC Board

THE APAC BOARD RECOMMENDS THAT APAC SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE DOMESTICATION PROPOSAL.

The existence of financial and personal interests of one or more of APAC’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of APAC and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, APAC’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — Interests of APAC’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

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SHAREHOLDER PROPOSAL NO. 3 — THE ORGANIZATIONAL DOCUMENTS PROPOSAL

Overview

APAC is asking its shareholders to approve the adoption of the Proposed Certificate of Incorporation and Proposed Bylaws in the forms attached hereto as Annex H and Annex I, which, in the judgment of the APAC Board, is necessary to adequately address the needs of New OmniAb following the Domestication and consummation of the Business Combination. The Proposed Organizational Documents will replace APAC’s current Cayman Constitutional Documents, as described above in “Shareholder Proposal No. 2 — Domestication Proposal.”

The following is a summary of the key changes effected by the Proposed Organizational Documents, but this summary is qualified in its entirety by reference to the full text of the Proposed Certificate of Incorporation and the Proposed Bylaws, copies of which are included as Annex H and Annex I, respectively:

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change the purpose of New OmniAb to engage in “any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware”;

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provide that the affirmative vote of the holders of at least 66 2/3% of the voting power of all then-outstanding New OmniAb Common Stock entitled to vote generally in the election of directors, voting together as a single class, is required to adopt, amend or repeal the Proposed Bylaws and the provisions in the Proposed Certificate of Incorporation related to preferred stock, the board of directors, stockholders, limitation on liability and indemnification of directors, forum selection and amendments to the Proposed Certificate of Incorporation;

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change the name of APAC to “OmniAb, Inc.” and delete the provisions relating to APAC’s status as a blank check company and retain the default of perpetual existence under the DGCL;

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change the authorized shares of all classes of capital stock to 1,100,000,000 shares, consisting of 1,000,000,000, shares of New OmniAb Common Stock and 100,000,000 shares of preferred stock;

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adopt Delaware as the exclusive forum for certain stockholder litigation; and

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provide for transfer restrictions with respect to shares of New OmniAb Common Stock issued as consideration to stockholders of OmniAb and certain stockholders of APAC in connection with their respective earnouts; and

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classify the New OmniAb Board into three classes, with only one class of directors being elected in each year and each class serving a three-year term.

Reasons for the Amendments

Each of these amendments was negotiated as part of the Business Combination. The APAC Boards’ reasons for proposing each of these key changes effected by the Proposed Organizational Documents are set forth below.

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Providing that the purpose of New OmniAb is “to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.” The APAC Board believes this change is appropriate to remove language applicable to a blank check company.

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The supermajority voting requirements are appropriate at this time to protect all stockholders against the potential self-interested actions by one or a few large stockholders. In reaching this conclusion, the APAC Board was cognizant of the potential for certain stockholders to hold a substantial portion of the beneficial ownership of New OmniAb Common Stock following the Business Combination. The APAC Board further believes that, going forward, a supermajority voting requirement encourages any person or group seeking control of New OmniAb to negotiate with the New OmniAb Board to reach terms that are appropriate for all stockholders.

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Changing the name from “Avista Public Acquisition Corp II” to “OmniAb, Inc.” and deleting provisions specific to APAC’s status as a blank check company. These revisions are desirable because they will serve no purpose following the Business Combination.

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Change to authorized shares of New OmniAb Common Stock and preferred stock of New OmniAb. The greater number of authorized shares of capital stock is desirable for New OmniAb to have sufficient shares to complete the Business Combination. Additionally, the APAC Board believes that it is important for New OmniAb to have available for issuance a number of authorized shares sufficient to support its growth and to provide flexibility for future corporate needs (including, if needed, as part of financing for potential future growth acquisitions). The shares would be issuable for any proper corporate purpose, including future acquisitions, capital raising transactions consisting of equity or convertible debt, stock dividends or issuances under current and any future stock incentive plans, pursuant to which New OmniAb may provide equity incentives to employees, officers and directors. The APAC Board believes that these additional shares will provide New OmniAb with needed flexibility to issue shares in the future in a timely manner and under circumstances New OmniAb considers favorable without incurring the risk, delay and potential expense incident to obtaining stockholder approval for a particular issuance.

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Adopting Delaware as the exclusive forum for certain stockholder litigation is intended to assist New OmniAb in avoiding multiple lawsuits in multiple jurisdictions regarding the same matter. The ability to require such claims to be brought in a single forum will help to assure consistent consideration of the issues, the application of a relatively known body of case law and level of expertise and should promote efficiency and cost-savings in the resolutions of such claims. The APAC Board believes that the Delaware courts are best suited to address disputes involving such matters given that after the Domestication, New OmniAb will be incorporated in Delaware.

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Providing for transfer restrictions with respect to certain shares of New OmniAb Common Stock. As part of the consideration to the parties to the Merger Agreement, certain shares issued to the stockholders of OmniAb and certain stockholders of APAC are subject to restrictions on transfer and forfeiture provisions, as set forth in the Merger Agreement. The APAC Board believes that such transfer restrictions will align the parties with respect to the long-term success of New OmniAb.

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The APAC Board believes that a classified board of directors is in the best interest of New OmniAb because it is designed to assure the continuity and stability of New OmniAb’s leadership and policies by ensuring that at any given time a majority of the directors will have prior experience with New OmniAb and, therefore, will be familiar with its business and operations. The APAC Board also believes that this classification will assist New OmniAb in protecting the interests of our stockholders in the event of an unsolicited offer for New OmniAb by encouraging any potential acquirer to negotiate directly with the New OmniAb Board.

Vote Required for Approval

The approval of the Organizational Documents Proposal requires a special resolution under Cayman Islands Law, being the affirmative vote of the holders of a majority of two-thirds of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Abstentions, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting. A broker non-vote, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the extraordinary general meeting.

The Organizational Documents Proposal is conditioned on the approval of each of the other Condition Precedent Proposals. Therefore, if each of the other Condition Precedent Approvals is not approved, the Organizational Documents Proposal will have no effect, even if approved by holders of ordinary shares.

Resolution

The full text of the resolution to be passed is as follows:

“RESOLVED, as a special resolution, that with effect from the date of the Domestication, the Cayman Constitutional Documents currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Proposed Certificate of Incorporation and Proposed Bylaws (copies of which are attached to the proxy statement/prospectus/information statement as Annex H and Annex I, respectively) and that the name of APAC be changed from Avista Public Acquisition Corp. II to OmniAb, Inc.”

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SHAREHOLDER PROPOSAL NO. 4 — THE NON-BINDING GOVERNANCE PROPOSAL

Overview

APAC is asking its shareholder to vote on the governance provisions referred to below, which are included in the Proposed Certificate of Incorporation. In accordance with SEC guidance, this proposal is being presented as separate sub-proposals to give stockholders the opportunity to present their separate views on important corporate governance provisions, and each sub-proposal will be voted upon on a non-binding advisory basis.

In the judgment of the APAC Board, these provisions are necessary to adequately address the needs of New OmniAb and its stockholders following the consummation of the Business Combination. Accordingly, regardless of the outcome of the non-binding advisory vote on these proposals, APAC intends that the Proposed Certificate of Incorporation and the Proposed Bylaws, in the form set forth on Annex H and Annex I, respectively, will take effect at consummation of the Business Combination, assuming adoption of the Organizational Documents Proposal.

Proposal No. 4A: Change the Authorized Capital Stock

Description of Amendment

The amendment is intended to authorize the change in the authorized capital stock of APAC from (i) 500,000,000 APAC Class A Ordinary Shares, 50,000,000 APAC Class B Ordinary Shares and 5,000,000 preference shares, par value $0.0001 per share, of APAC to (ii) 1,000,000,000 shares of New OmniAb Common Stock and 100,000,000 shares of New OmniAb preferred stock.

Reasons for Amendment

The principal purpose of this proposal is to provide for an authorized capital structure of New OmniAb that will enable it to continue as a company governed by the DGCL. The APAC Board believes that it is important for us to have available for issuance a number of authorized shares of common stock and preferred stock sufficient to support our growth and to provide flexibility for future corporate needs.

Proposal No. 4B: Change the Stockholder Vote Required to Amend the Certificate of Incorporation

Description of Amendment

The additional amendment would require, that the affirmative vote of holders of at least 66 2/3% of the voting power of all then-outstanding New OmniAb Common Stock entitled to vote generally in the election of directors, voting together as a single class, to adopt, amend or repeal the Proposed Bylaws and the provisions in the Proposed Certificate of Incorporation related to preferred stock, the board of directors, stockholders, limitation on liability and indemnification of directors, forum selection and amendments to the Proposed Certificate of Incorporation.

Reasons for Amendment

The amendment is intended to protect key provisions of the Proposed Certificate of Incorporation from arbitrary amendment and to prevent a simple majority of stockholders from taking actions that may be harmful to other stockholders or making changes to provisions that are intended to protect all stockholders.

Proposal No. 4C: Establish a Classified Board of Directors

Description of Amendment

The amendment would divide the New OmniAb Board into three classes, with only one class of directors being elected in each year and each class serving a three-year term.

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Reasons for Amendment

The APAC Board believes that a classified board of directors is in the best interest of New OmniAb because it is designed to assure the continuity and stability of New OmniAb’s leadership and policies by ensuring that at any given time a majority of the directors will have prior experience with New OmniAb and, therefore, will be familiar with its business and operations. The APAC Board also believes that this classification will assist New OmniAb in protecting the interests of its stockholders in the event of an unsolicited offer for New OmniAb by encouraging any potential acquirer to negotiate directly with the New OmniAb Board.

Proposal No. 4D: Action by Written Consent Stockholders

Description of Amendment

The Cayman Constitutional Documents permit shareholders to approve matters by unanimous written consent. In contrast, the Proposed Certificate of Incorporation provides that any action required or permitted to be taken by the New OmniAb Stockholders may be effected at a duly called annual or special meeting of such stockholders, and may not be taken by written consent.

Reasons for the Amendment

Under the Proposed Organizational Documents, New OmniAb’s stockholders will have the ability to propose items of business (subject to the restrictions set forth therein) at duly convened stockholder meetings. Eliminating the right of stockholders to act by written consent limits the circumstances under which stockholders can act on their own initiative to remove directors, or alter or amend the Proposed Organizational Documents outside of a duly called annual or special meeting of the stockholders. Further, the APAC Board believes continuing to limit stockholders’ ability to act by written consent will (i) reduce the time and effort the New OmniAb Board and management would need to devote to Shareholder Proposals, which time and effort could distract our directors and management from other important company business and (ii) facilitate transparency and fairness by allowing all stockholders to consider, discuss, and vote on pending stockholder actions.

In addition, the elimination of the stockholders’ ability to act by written consent may have certain anti-takeover effects by forcing a potential acquirer to take control of the New OmniAb Board only at a duly called annual or special meeting. However, this proposal is not in response to any effort of which APAC is aware to obtain control of New OmniAb, and APAC and its management do not presently intend to propose other anti-takeover measures in future proxy solicitations. Further, the APAC Board does not believe that the effects of the elimination of stockholder action by written consent will create a significant impediment to a tender offer or other effort to take control of New OmniAb. Inclusion of these provisions in the Proposed Organizational Documents might also increase the likelihood that a potential acquirer would negotiate the terms of any proposed transaction with the New OmniAb Board and thereby help protect stockholders from the use of abusive and coercive takeover tactics.

Proposal No. 4E: Removal of Directors

Description of Amendment

The Cayman Constitutional Documents currently permit the holders of APAC Class B Ordinary Shares to remove directors by ordinary resolution prior to the consummation of a business combination. The Cayman Constitutional Documents provide that following a business combination, the APAC shareholders could remove any director by ordinary resolution. In contrast, the Proposed Certificate of Incorporation provides that New OmniAb stockholders may remove directors from office but only for cause and only by the affirmative move of at least 66 2/3% of the voting power of the outstanding New OmniAb Common Stock.

Reasons for the Amendment

The APAC Board believes that increasing the percentage of voting power required to remove a director from office is a prudent corporate governance measure to reduce the possibility that a relatively small number

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of stockholders could seek to implement a sudden and opportunistic change in control of the New OmniAb Board without the support of the then incumbent board of directors. These changes will enhance the likelihood of continuity and stability in the composition of the New OmniAb Board, avoid costly takeover battles, reduce the New OmniAb Board’s vulnerability to a hostile change of control and enhance the ability of the New OmniAb Board to maximize shareholder value in connection with any unsolicited offer to acquire New OmniAb. The amendment is also intended align the provisions of the Proposed Organizational Documents to other similarly situated public companies.

Proposal No. 4F: Delaware as Exclusive Forum

Description of Amendment

New OmniAb’s Proposed Certificate of Incorporation provides that, unless New OmniAb consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, in the event the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall be the sole and exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: (A) any derivative action or proceeding brought on behalf of New OmniAb; (B) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or any stockholder to New OmniAb or New OmniAb’s stockholders; (C) any action or proceeding asserting a claim arising pursuant to any provision of the DGCL, the Proposed Certificate of Incorporation or the Proposed Bylaws (as each may be amended from time to time); (D) any action asserting a claim against New OmniAb governed by the internal affairs doctrine, in all cases to the fullest extent permitted by law. However, this provision will not apply to suits brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts have exclusive jurisdiction. In addition, unless New OmniAb consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

Reasons for Amendment

Vote Required

The approval of the Governance Proposal requires an ordinary resolution under the Cayman Islands Companies Law, being the affirmative vote of the holders of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Abstentions, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting. A broker non-vote, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the extraordinary general meeting.

As discussed above, a vote to approve the Governance Proposal is an advisory vote, and therefore, is not binding on APAC, New OmniAb or their respective boards of directors. Accordingly, regardless of the outcome of the non-binding advisory vote, APAC and New OmniAb intend that the Proposed Certificate of Incorporation and the Proposed Bylaws, in the forms set forth on Annex H and Annex I, respectively, and containing the provisions noted above, will take effect at consummation of the Business Combination, assuming adoption of the Organizational Documents Proposal and other Condition Precedent Approvals.

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Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, on a non-binding advisory basis, to approve each of the following proposals (Organizational Proposals No. 4A — 4F):

Proposal No. 4A: Change the Authorized Capital Stock

To approve and adopt provisions in the Proposed Certificate of Incorporation to authorize the change in the authorized capital stock of APAC from (i) 500,000,000 APAC Class A Ordinary Shares, 50,000,000 APAC Class B Ordinary Shares and 5,000,000 preference shares, par value $0.0001 per share, of APAC to (ii) 1,000,000,000 shares of New OmniAb Common Stock and 100,000,000 shares of New OmniAb preferred stock.

Proposal No. 4B: Change the Stockholder Vote Required to Amend the Certificate of Incorporation

To approve and adopt provisions in the Proposed Certificate of Incorporation to require that the affirmative vote of holders of at least 66 2/3% of the voting power of all then-outstanding New OmniAb Common Stock entitled to vote generally in the election of directors, voting together as a single class, to adopt, amend or repeal the Proposed Bylaws and the provisions in the Proposed Certificate of Incorporation related to preferred stock, the board of directors, stockholders, limitation on liability and indemnification of directors, forum selection and amendments to the Proposed Certificate.

Proposal No. 4C: Establish a Classified Board of Directors

To approve and adopt provisions in the Proposed Certificate of Incorporation to would divide the
New OmniAb Board of directors into three classes, with only one class of directors being elected in each year and each class serving a three-year term.

Proposal No. 4D: Action by Written Consent Stockholders

To approve and adopt provisions in the Proposed Certificate of Incorporation to provide that any action required or permitted to be taken by the New OmniAb Stockholders may be effected at a duly called annual or special meeting of such stockholders, and may not be taken by written consent.

Proposal No. 4E: Removal of Directors

To approve and adopt provisions in the Proposed Certificate of Incorporation to require the affirmative vote of the holders of at least 66 2/3% of the voting power of the outstanding shares of New OmniAb entitled to vote to remove a director for cause.

Proposal No. 4F: Delaware as Exclusive Forum

To approve and adopt provisions in the Proposed Certificate of Incorporation to provide that, unless New OmniAb consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for the types of actions or proceedings under Delaware statutory or common law for the actions described in the proxy statement/prospectus/information statement.

Recommendation of the APAC Board

THE APAC BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT APAC SHAREHOLDERS VOTE “FOR” THE GOVERNANCE PROPOSAL.

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SHAREHOLDER PROPOSAL NO. 5 — THE STOCK ISSUANCE PROPOSAL

Overview

As discussed in this proxy statement/prospectus/information statement, APAC is asking its shareholders to consider and vote upon a proposal to approve by ordinary resolution for the purposes of complying with the applicable provisions of Nasdaq Listing Rules 5635(a), (b) and (d), the issuance of shares of New OmniAb Common Stock in connection with the Domestication, the Forward Purchase, the Redemption Backstop and the Merger.

Assuming the Business Combination Proposal is approved, New OmniAb will issue (a) 23,000,000 shares of New OmniAb Common Stock in connection with the Domestication to shareholders of APAC and (b) additional shares of New OmniAb Common Stock in connection with the Closing to the Sponsor in connection with the Forward Purchase and the Redemption Backstop, if any, and to OmniAb’s stockholders and holders of OmniAb Equity Awards (as of immediately after consummation of the Distribution) pursuant to the Merger Agreement. For the avoidance of doubt, references to OmniAb stockholders in this proposal are intended to refer to such holders after giving effect to the Distribution.

Based on the assumptions set forth in this proxy statement/prospectus/information statement, APAC expects 97,431,855 shares of New OmniAb Common Stock to be issued as consideration to OmniAb’s stockholders (as of immediately after consummation of the Distribution) in the Merger.

APAC has also entered into the A&R FPA with Sponsor, pursuant to which New OmniAb will issue and sell to the Sponsor 1,500,000 shares of New OmniAb Common Stock (together with 1,666,667 New OmniAb Warrants) for an aggregate purchase price of $15,000,000 in connection with the Forward Purchase. In addition to the Forward Purchase, pursuant to the A&R FPA the Sponsor has agreed to purchase up to an additional 10,000,000 shares of New OmniAb Common Stock (together with up to an additional 1,666,667 New OmniAb Warrants) in connection with the Redemption Backstop, for an aggregate additional purchase price of up to $100,000,000, in order to backstop shareholder redemptions to the extent such redemptions would result in the cash proceeds available to the combined company following the Business Combination from APAC’s trust account to be less than $100,000,000. The terms of the stock consideration in the Business Combination, the Forward Purchase and the Redemption Backstop are complex and only briefly summarized above. For further information, please see the full text of the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus/information statement and the A&R FPA, which is attached as Annex D to this proxy statement/prospectus/information statement. The discussion herein is qualified in its entirety by reference to such documents.

Reasons for the Approval for Purposes of Nasdaq Listing Rule 5635

We are seeking shareholder approval in order to comply with Nasdaq Listing Rules 5635(a), (b) and (d).

Under Nasdaq Listing Rule 5635(a), shareholder approval is required prior to the issuance of common stock or other securities convertible into or exercisable for common stock, in connection with the acquisition of the stock or assets of another company, if such securities are not issued in a public offering for cash and (i) the common stock has, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such securities, or (ii) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of such securities. Collectively, New OmniAb may issue 20% or more of our outstanding common stock or securities representing 20% or more of the voting power, in each case outstanding before the issuance, pursuant to the issuance of New OmniAb Common Stock in connection with the Business Combination, the Forward Purchase and the Redemption Backstop.

Under Nasdaq Listing Rule 5635(b), shareholder approval is required where the issuance of securities will result in a change of control. Because the issuances to OmniAb stockholders in the Business Combination and to the Sponsor in connection with the Forward Purchase and Redemption Backstop, in each case as described above, will result in a majority of the outstanding New OmniAb Common Stock being held by the OmniAb stockholders immediately after consummation of the Business Combination, such issuances may be deemed a change of control. Therefore, we are seeking the approval of our shareholders.

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Under Nasdaq Listing Rule 5635(d), shareholder approval is required for a transaction other than a public offering involving the sale, issuance or potential issuance by an issuer of common stock (or securities convertible into or exercisable for common stock) at a price that is less than the lower of (i) the closing price immediately preceding the signing of the binding agreement or (ii) the average closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement, if the number of shares of common stock (or securities convertible into or exercisable for common stock) to be issued equals to 20% or more of the common stock, or 20% or more of the voting power, outstanding before the issuance.

In the event that this proposal is not approved by APAC shareholders, the Business Combination cannot be consummated. In the event that this proposal is approved by APAC shareholders, but the Merger Agreement is terminated (without the Business Combination being consummated) prior to the issuance of shares of New OmniAb Common Stock pursuant to the Merger Agreement, the Forward Purchase or Redemption Backstop, such shares of New OmniAb Common Stock will not be issued.

Effect of Proposal on Current Shareholders

If the Nasdaq Proposal is adopted and the Business Combination are consummated, it is estimated that up to 97,731,592 shares of New OmniAb Common Stock could be issued pursuant to the terms of the Merger Agreement as stock consideration in the Business Combination, which collectively represents approximately 425% of the 23,000,000 APAC Class A Ordinary Shares outstanding on the date hereof. Additionally, in connection with the Forward Purchase, New OmniAb will issue 1,500,000 shares of New OmniAb Common Stock and warrants to acquire 1,666,667 shares of New OmniAb Common Stock and in connection with the Redemption Backstop, New OmniAb may issue up to 10,000,000 shares of New OmniAb Common Stock and up to an additional 1,666,667 New OmniAb Warrants, for an aggregate additional purchase price of up to $100,000,000. Also, in connection with the split of current Ligand equity awards into (i) a new Ligand equity award and (ii) a New OmniAb Equity Award, up to 11,430,580 shares of New OmniAb Common Stock underlying the New OmniAb Equity Awards could be issued. The issuance of such shares would result in significant dilution to New OmniAb’s stockholders, and would afford New OmniAb’s stockholders a smaller percentage interest in the voting power, liquidation value and aggregate book value of New OmniAb.

Vote Required for Approval

The approval of the Stock Issuance Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting.

The Stock Issuance Proposal is conditioned on the approval of each of the other Condition Precedent Proposals. Therefore, if each of the other proposals presented at the extraordinary general meeting is not approved, the Stock Issuance Proposal will have no effect, even if approved by holders of APAC’s ordinary shares.

Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that, for the purposes of complying with the applicable provisions of Nasdaq Listing Rules 5635(a), (b) and (d), the issuance of shares of APAC common stock pursuant to the Merger Agreement and in connection with the Domestication, the Forward Purchase, the Redemption Backstop and the Merger, including to existing APAC shareholders, OmniAb stockholders, holders of OmniAb Equity Awards and the Sponsor be approved in all respects.”

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SHAREHOLDER PROPOSAL NO. 6 — THE INCENTIVE PLAN PROPOSAL

Overview

APAC is asking its shareholders to approve the OmniAb, Inc. 2022 Incentive Award Plan (the “2022 Plan”) and the material terms thereunder. The APAC Board adopted and approved the 2022 Plan prior to the extraordinary general meeting, subject to shareholder approval at the extraordinary general meeting. The 2022 Plan will become effective, if at all, upon the Closing of the Business Combination, subject to consummation of the Business Combination and subject to APAC shareholder approval. If the 2022 Plan is not approved by APAC’s shareholders, or if the Merger Agreement is terminated prior to the consummation of the Business Combination, the 2022 Plan will not become effective. The provisions of the 2022 Plan give effect to the Domestication and references in the 2022 Plan and this proposal to APAC are to New OmniAb and to shares are to New OmniAb Common Stock.

Following the Distribution, OmniAb will maintain the OmniAb, Inc. 2022 Ligand Service Provider Assumed Award Plan and the OmniAb, Inc. 2022 OmniAb Service Provider Assumed Award Plan (the “OmniAb Prior Plans”), as described under the heading “Executive and Director Compensation of OmniAb — Equity Compensation Plans.” APAC does not maintain any incentive plans. In connection with the Business Combination, APAC will assume the OmniAb Prior Plans and all OminAb Equity Awards outstanding under the OmniAb Prior Plans. Following the Distribution, no future awards will be granted under the OmniAb Prior Plans, but all awards under the OmniAb Prior Plans that are outstanding as of the Closing will continue to be governed by the terms, conditions and procedures set forth in the OmniAb Prior Plans and any applicable award agreements, as those terms may be equitably adjusted in connection with the Business Combination, as described in this proxy statement/prospectus/information statement under the heading “Executive and Director Compensation of OmniAb — Treatment of Outstanding Equity Awards at the Time of the Distribution.”

The 2022 Plan is described in more detail below. A copy of the 2022 Plan is attached to this proxy statement/prospectus/information statement as Annex L.

The 2022 Plan

The purpose of the 2022 Plan is to enhance our ability to attract, retain and motivate persons who make (or are expected to make) important contributions to us by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. The APAC Board believes that equity awards will be necessary for us to remain competitive in our industry and will be essential to recruiting and retaining highly qualified employees to help us meet our goals.

Description of the Material Features of the 2022 Plan

This section summarizes certain principal features of the 2022 Plan. The summary is qualified in its entirety by reference to the complete text of the 2022 Plan.

Eligibility and Administration

Employees, consultants and directors of the combined company and its subsidiaries will be eligible to receive awards under the 2022 Plan. Following the Closing, the combined company is expected to have approximately 80 employees, 6 non-employee directors and 3 other individual service providers who will be eligible to receive awards under the 2022 Plan.

Following the Closing, the 2022 Plan will be administered by the New OmniAb Board, which may delegate its duties and responsibilities to one or more committees of its directors and/or officers (referred to collectively as the plan administrator), subject to the limitations imposed under the 2022 Plan, Section 16 of the Exchange Act, stock exchange rules and other applicable laws. The plan administrator will have the authority to take all actions and make all determinations under the 2022 Plan, to interpret the 2022 Plan and award agreements and to adopt, amend and repeal rules for the administration of the 2022 Plan as it deems advisable. The plan administrator will also have the authority to determine which eligible service providers

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receive awards, grant awards and set the terms and conditions of all awards under the 2022 Plan, including any vesting and vesting acceleration provisions, subject to the conditions and limitations in the 2022 Plan.

Shares Available for Awards

The initial aggregate number of shares of New OmniAb Common Stock that will be available for issuance under the 2022 Plan will be equal to the sum of (i) 14% of the number of fully-diluted shares of New OmniAb Common Stock outstanding as of the Closing, and (ii) any shares which, as of the effective date of the 2022 Plan, are subject to awards under the OmniAb Prior Plans which, on or following the effective date of the 2022 Plan, become available for issuance pursuant to the 2022 Plan recycling provisions, described below. In addition, the number of shares of our common stock available for issuance under the 2022 Plan will be annually increased on January 1 of each calendar year beginning in 2023 and ending in 2032 by an amount equal to the lesser of (i) a number equal to 5% of the fully-diluted shares on the final day of the immediately preceding calendar year or (ii) such smaller number of shares as is determined by the New OmniAb Board. The maximum number of shares that may be issued pursuant to the exercise of incentive stock options (“ISOs”) granted under the 2022 Plan, will be 250,000,000.

If an award under the 2022 Plan or the OmniAb Prior Plans expires, lapses or is terminated, exchanged for or settled in cash, any shares subject to such award (or portion thereof) may, to the extent of such expiration, lapse, termination or cash settlement, be used again for new grants under the 2022 Plan. Shares tendered or withheld to satisfy the exercise price or tax withholding obligation for any award under the 2022 Plan or the OmniAb Prior Plans may, to the extent of such tender or withholding, be used for new grants under the 2022 Plan. Further, the payment of dividend equivalents in cash in conjunction with any awards under the 2022 Plan will not reduce the shares available for grant under the 2022 Plan.

Awards granted under the 2022 Plan upon the assumption of, or in substitution for, awards authorized or outstanding under a qualifying equity plan maintained by an entity with which we enter into a merger or similar corporate transaction will not reduce the shares available for grant under the 2022 Plan but will count against the maximum number of shares that may be issued upon the exercise of ISOs.

The 2022 Plan provides that the sum of any cash compensation and the aggregate grant date fair value (determined as of the date of the grant under Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of all awards granted to a non-employee director as compensation for services as a non-employee director during any fiscal year, or director limit, may not exceed an amount equal to $750,000 (increased to $1,000,000 in the calendar year of a non-employee director’s initial service as a non-employee director or any calendar year during which a non-employee director serves as chairman of the board or lead independent director) (which limits shall not apply to the compensation for any non-employee director who serves in any capacity in addition to that of a non-employee director for which he or she receives additional compensation or any compensation paid to any non-employee director prior to the calendar year following the calendar year in which the Closing occurs).

Awards

The 2022 Plan provides for the grant of stock options, including ISOs and nonqualified stock options (“NSOs”), SARs, restricted stock, dividend equivalents, restricted stock units (“RSUs”) and other stock or cash based awards. Certain awards under the 2022 Plan may constitute or provide for payment of “nonqualified deferred compensation” under Section 409A of the Code, which may impose additional requirements on the terms and conditions of such awards. All awards under the 2022 Plan will be evidenced by award agreements, which will detail the terms and conditions of awards, including any applicable vesting and payment terms and post-termination exercise limitations. Awards other than cash awards generally will be settled in shares of our common stock, but the applicable award agreement may provide for cash settlement of any award. A brief description of each award type follows.

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Stock Options and SARs. Stock options provide for the purchase of shares of our common stock in the future at an exercise price set on the grant date. ISOs, in contrast to NSOs, may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if certain holding period and other requirements of the Code are satisfied. SARs entitle their holder, upon exercise, to receive from us an amount equal to the appreciation of the shares subject to the award between the

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grant date and the exercise date. Unless otherwise determined by the board, the exercise price of a stock option or SAR may not be less than 100% of the fair market value of the underlying share on the grant date (or 110% in the case of ISOs granted to certain significant stockholders), except with respect to certain substitute awards granted in connection with a corporate transaction. The term of a stock option or SAR may not be longer than ten years (or five years in the case of ISOs granted to certain significant stockholders).

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Restricted Stock. Restricted stock is an award of nontransferable shares of our common stock that are subject to certain vesting conditions and other restrictions.

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RSUs. RSUs are contractual promises to deliver shares of our common stock in the future, which may also remain forfeitable unless and until specified conditions are met and may be accompanied by the right to receive the equivalent value of dividends paid on shares of our common stock prior to the delivery of the underlying shares (i.e., dividend equivalent rights). The plan administrator may provide that the delivery of the shares underlying RSUs will be deferred on a mandatory basis or at the election of the participant. The terms and conditions applicable to RSUs will be determined by the plan administrator, subject to the conditions and limitations contained in the 2022 Plan.

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Other Stock or Cash Based Awards. Other stock or cash based awards are awards of cash, fully vested shares of our common stock and other awards valued wholly or partially by referring to, or otherwise based on, shares of our common stock. Other stock or cash based awards may be granted to participants and may also be available as a payment form in the settlement of other awards, as standalone payments and as payment in lieu of compensation to which a participant is otherwise entitled.

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Dividend Equivalents. Dividend equivalents represent the right to receive the equivalent value of dividends paid on shares of our common stock and may be granted alone or in tandem with awards other than stock options or SARs. Dividend equivalents are credited as of the dividend record dates during the period between the date an award is granted and the date such award vests, is exercised, is distributed or expires, as determined by the plan administrator. Dividend equivalents payable with respect to an award prior to the vesting of such award instead will be paid out to the participant only to the extent that the vesting conditions are subsequently satisfied and the award vests.

Certain Transactions

The plan administrator has broad discretion to take action under the 2022 Plan, as well as make adjustments to the terms and conditions of existing and future awards, to prevent the dilution or enlargement of intended benefits and facilitate necessary or desirable changes in the event of certain transactions and events affecting our common stock, such as stock dividends, stock splits, mergers, acquisitions, consolidations and other corporate transactions. In addition, in the event of certain non-reciprocal transactions with our stockholders known as “equity restructurings,” the plan administrator will make equitable adjustments to the 2022 Plan and outstanding awards. In the event of a change in control (as defined in the 2022 Plan), to the extent that the surviving entity declines to continue, convert, assume or replace outstanding awards, then all such awards will become fully vested and exercisable in connection with the transaction.

Repricing

The New OmniAb Board may, without approval of the stockholders, reduce the exercise price of any stock option or SAR, or cancel any stock option or SAR in exchange for cash, other awards or stock options or SARs with an exercise price per share that is less than the exercise price per share of the original stock options or SARs.

Plan Amendment and Termination

The New OmniAb Board or its compensation committee may amend or terminate the 2022 Plan at any time; however, no amendment, other than an amendment that increases the number of shares available under the 2022 Plan, may materially and adversely affect an award outstanding under the 2022 Plan without the consent of the affected participant, and stockholder approval will be obtained for any amendment to the extent necessary to comply with applicable laws. The 2022 Plan will remain in effect until the tenth anniversary

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of the earlier of the date the APAC Board adopted the 2022 Plan or the date the APAC shareholders approve the 2022 Plan, unless earlier terminated. No awards may be granted under the 2022 Plan after its termination.

Foreign Participants, Claw-Back Provisions, Transferability and Participant Payments

The plan administrator may modify award terms, establish subplans and/or adjust other terms and conditions of awards, subject to the share limits described above, in order to facilitate grants of awards subject to the laws and/or stock exchange rules of countries outside of the United States. All awards will be subject to any company clawback policy as set forth in such clawback policy or the applicable award agreement. Awards under the 2022 Plan are generally non-transferable, except by will or the laws of descent and distribution, or, subject to the plan administrator’s consent, pursuant to a domestic relations order, and are generally exercisable only by the participant. With regard to tax withholding, exercise price and purchase price obligations arising in connection with awards under the 2022 Plan, the plan administrator may, in its discretion, accept cash or check, shares of our common stock that meet specified conditions, a “market sell order” or such other consideration as it deems suitable.

Material U.S. Federal Income Tax Consequences

The following is a general summary under current law of the principal United States federal income tax consequences related to awards under the 2022 Plan. This summary deals with the general federal income tax principles that apply and is provided only for general information. Some kinds of taxes, such as state, local and foreign income taxes and federal employment taxes, are not discussed. This summary is not intended as tax advice to participants, who should consult their own tax advisors.

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Non-Qualified Stock Options. If an optionee is granted an NSO under the 2022 Plan, the optionee should not have taxable income on the grant of the option. Generally, the optionee should recognize ordinary income at the time of exercise in an amount equal to the fair market value of the shares acquired on the date of exercise, less the exercise price paid for the shares. The optionee’s basis in our common stock for purposes of determining gain or loss on a subsequent sale or disposition of such shares generally will be the fair market value of our common stock on the date the optionee exercises such option. Any subsequent gain or loss will be taxable as a long-term or short-term capital gain or loss. Our subsidiaries or affiliates generally should be entitled to a federal income tax deduction at the time and for the same amount as the optionee recognizes ordinary income.

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Incentive Stock Options. A participant receiving ISOs should not recognize taxable income upon grant. Additionally, if applicable holding period requirements are met, the participant should not recognize taxable income at the time of exercise. However, the excess of the fair market value of the shares of our common stock received over the option exercise price is an item of tax preference income potentially subject to the alternative minimum tax. If stock acquired upon exercise of an ISO is held for a minimum of two years from the date of grant and one year from the date of exercise and otherwise satisfies the ISO requirements, the gain or loss (in an amount equal to the difference between the fair market value on the date of disposition and the exercise price) upon disposition of the stock will be treated as a long-term capital gain or loss, and we will not be entitled to any deduction. If the holding period requirements are not met, the ISO will be treated as one that does not meet the requirements of the Code for ISOs and the participant will recognize ordinary income at the time of the disposition equal to the excess of the amount realized over the exercise price, but not more than the excess of the fair market value of the shares on the date the ISO is exercised over the exercise price, with any remaining gain or loss being treated as capital gain or capital loss. We or our subsidiaries or affiliates generally are not entitled to a federal income tax deduction upon either the exercise of an ISO or upon disposition of the shares acquired pursuant to such exercise, except to the extent that the participant recognizes ordinary income on disposition of the shares.

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Other Awards. The current federal income tax consequences of other awards authorized under the 2022 Plan generally follow certain basic patterns: SARs are taxed and deductible in substantially the same manner as NSOs; nontransferable restricted stock subject to a substantial risk of forfeiture results in income recognition equal to the excess of the fair market value over the price paid, if any, only at the time the restrictions lapse (unless the recipient elects to accelerate recognition as of the date

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of grant through a Section 83(b) election); RSUs, dividend equivalents and other stock or cash based awards are generally subject to tax at the time of payment. Our subsidiaries or affiliates generally should be entitled to a federal income tax deduction at the time and for the same amount as the optionee recognizes ordinary income.

Section 409A of the Code

Certain types of awards under the 2022 Plan may constitute, or provide for, a deferral of compensation subject to Section 409A of the Code. Unless certain requirements set forth in Section 409A of the Code are complied with, holders of such awards may be taxed earlier than would otherwise be the case (e.g., at the time of vesting instead of the time of payment) and may be subject to an additional 20% penalty tax (and, potentially, certain interest, penalties and additional state taxes). To the extent applicable, the 2022 Plan and awards granted under the 2022 Plan are intended to be structured and interpreted in a manner intended to either comply with or be exempt from Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance that may be issued under Section 409A of the Code. To the extent determined necessary or appropriate by the plan administrator, the 2022 Plan and applicable award agreements may be amended to further comply with Section 409A of the Code or to exempt the applicable awards from Section 409A of the Code.

New Plan Benefits

Grants under the 2022 Plan will be made at the discretion of the plan administrator and are not currently determinable. The value of the awards granted under the 2022 Plan will depend on a number of factors, including the fair market value of the New OmniAb Common Stock on future dates, the exercise decisions made by the participants and the extent to which any applicable performance goals necessary for vesting or payment are achieved.

Vote Required for Approval

The approval of the Incentive Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting.

The Closing is conditioned on the approval of each of the Condition Precedent Proposals. It is important for you to note that in the event that the Condition Precedent Proposals do not receive the requisite vote for approval, APAC will not consummate the Business Combination.

Recommendation of the APAC Board

THE APAC BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT APAC SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE INCENTIVE PLAN PROPOSAL.

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SHAREHOLDER PROPOSAL NO. 7 — THE ESPP PROPOSAL

Overview

APAC is asking its shareholders to approve the OmniAb, Inc. 2022 Employee Stock Purchase Plan (the “ESPP”) and the material terms thereunder. The APAC Board adopted and approved the ESPP prior to the extraordinary general meeting, subject to shareholder approval at the extraordinary general meeting. The ESPP will become effective, if at all, upon the Closing of the Business Combination, subject to consummation of the Business Combination and subject to APAC shareholder approval. If the ESPP is not approved by APAC’s shareholders, or if the Merger Agreement is terminated prior to the consummation of the Business Combination, the ESPP will not become effective. The provisions of the ESPP give effect to the Domestication and references in the ESPP and this proposal to APAC are to New OmniAb and to shares are to New OmniAb Common Stock.

The ESPP is described in more detail below. A copy of the ESPP is attached to this proxy statement/prospectus/information statement as Annex P.

The ESPP

The purpose of the ESPP is to provide our employees with the opportunity to purchase APAC Domesticated Common Stock through accumulated payroll deductions. We believe that the ESPP is a key factor in retaining our existing employees, recruiting and retaining new employees and aligning the interests of our employees with those of our stockholders.

Description of the Material Features of the ESPP

This section summarizes certain principal features of the ESPP. This summary is qualified in its entirety by reference to the complete text of the ESPP.

The ESPP is comprised of two distinct components in order to provide increased flexibility to grant purchase rights under the ESPP to U.S. and to non-U.S. employees. Specifically, the ESPP authorizes (i) the grant of purchase rights to U.S. employees that are intended to qualify for favorable U.S. federal tax treatment under Section 423 of the Code (the “Section 423 Component”) and (ii) the grant of purchase rights that are not intended to be tax-qualified under Section 423 of the Code to facilitate participation for employees located outside of the United States who do not benefit from favorable U.S. tax treatment and to provide flexibility to comply with non-U.S. law and other considerations (the “Non-Section 423 Component”). Where possible under local law and custom, we expect that the Non-Section 423 Component generally will be operated and administered on terms and conditions similar to the Section 423 Component.

Administration

The human capital management and compensation committee of the New OmniAb Board, or any other committee to whom the New OmniAb Board delegates such power or authority, will serve as the administrator of the ESPP. The plan administrator may delegate administrative tasks under the ESPP to agents or employees to assist in the administration of the ESPP. Subject to the terms and conditions of the ESPP, the plan administrator has the authority to determine when rights to purchase shares will be offered and the provisions of each offering under the ESPP, to determine which subsidiaries will participate as “designated subsidiaries” in the ESPP (including in the Non-Section 423 and the Section 423 Components), and to make all other determinations and to take all other actions necessary or advisable for the administration of the ESPP. The plan administrator is also authorized to establish, amend or revoke rules relating to administration of the ESPP and to adopt annexes or sub-plans that apply to certain participating subsidiaries or jurisdictions.

Shares Available for Awards

The aggregate number of shares of our common stock that may be issued pursuant to rights granted under the ESPP will equal 1.5% of the number of fully-diluted shares of New OmniAb Common Stock outstanding as of the Closing. In addition, on the first day of each calendar year beginning on January 1,

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2023 and ending on (and including) January 1, 2032, the number of shares available for issuance under the ESPP will be increased by a number of shares equal to the lesser of (i) 1% of the fully diluted shares outstanding on the final day of the immediately preceding calendar year, and (ii) such smaller number of shares as determined by the New OmniAb Board. If any right granted under the ESPP terminates for any reason without having been exercised, the shares subject thereto that are not purchased under such right will again be available for issuance under the ESPP. Notwithstanding the foregoing, no more than 100,000 shares of common stock may be issued under the Section 423 Component of the ESPP.

Eligible Employees

Employees eligible to participate in the ESPP for a given offering generally include employees who are employed by us or one of our designated subsidiaries on the first trading day of the offering period, or the enrollment date. However, an employee who owns (or is deemed to own through attribution) 5% or more of the combined voting power or value of all classes of our or one of our subsidiaries’ stock will not be allowed to participate in the ESPP (unless otherwise required under applicable law). In addition, the plan administrator may provide that an employee may not be eligible to participate in an offering under the Section 423 Component if the employee is a citizen or resident of a non-U.S. jurisdiction and the grant of a right to purchase shares would be prohibited under applicable law or would cause the Section 423 Component (or any offering thereunder) to violate the requirements of Section 423 of the Code. Additionally, the plan administrator may provide that certain highly compensated, seasonal and/or part-time employees may not be eligible to participate in an offering or, with respect to offerings under the Non-Section 423 Component, that only certain employees are eligible to participate in such offerings (regardless of the foregoing rules).

Following the Closing, the combined company is expected to have approximately 80 employees who will be eligible to participate in the ESPP.

Participation; Offerings; Purchase Periods

Employees may become participants in the ESPP for an offering period by completing a subscription agreement prior to the enrollment date of the applicable offering period, which will designate a whole percentage of the employee’s compensation to be withheld by us as payroll deductions under the ESPP during the offering period.

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Offerings; Purchase Periods. Under the ESPP, participants are offered the right to purchase shares of our common stock at a discount during a series of offering periods. The length of the offering periods under the ESPP will be determined by the plan administrator and may be up to twenty-seven (27) months long. Accumulated employee payroll deductions will be used to purchase shares of our common stock on each purchase date during an offering period. The number of purchase periods within, and purchase dates during, each offering will be established by the plan administrator. Offering periods under the ESPP will commence when determined by the plan administrator. The plan administrator may, in its discretion, modify the terms of future offerings.

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Enrollment and Contributions. The ESPP permits participants to purchase our common stock through payroll deductions of a whole percentage of their eligible compensation, which may not be less than 1% and may be up to a maximum percentage determined by the plan administrator (which, in the absence of a contrary designation, will be 20% of eligible compensation). The plan administrator will establish a maximum number of shares that may be purchased by a participant during any offering period or purchase period, which, in the absence of a contrary designation, will be 100,000 shares for an offering period and 100,000 shares for a purchase period. In addition, a participant may not, with respect to the Section 423 Component, subscribe for more than $25,000 worth of shares under the ESPP per calendar year in which such rights to purchase stock are outstanding (considered together with any other ESPP maintained by us or certain parent or subsidiary entities) based on the fair market value of the shares at the time the purchase right is granted.

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Purchase Rights. On the first trading day of each offering period, each participant will automatically be granted an option to purchase shares of our common stock. Unless a participant has previously withdrawn his or her participation in, or has otherwise become ineligible to participate in, the ESPP prior to any applicable purchase date, the option will be exercised on the applicable purchase

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date(s) during the offering period to the extent of the payroll deductions accumulated during the offering period. The participant will purchase the maximum number of whole shares of our common stock that his or her accumulated payroll deductions will buy at the purchase price, subject to the participation limitations described above, and any fractional shares will be credited to the participant’s account and carried forward and applied toward the purchase of whole shares on the next purchase date, unless the plan administrator provides that such amounts should be returned to the participant in a lump sum.

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Purchase Price. The purchase price for each offering period will be designated by the plan administrator in the applicable offering document (which purchase price, for purposes of the Section 423 Component, will not be less than 85% of the closing trading price of a share of our common stock on the enrollment date or purchase date of the applicable offering period, whichever is lower) or, in the absence of a designation by the plan administrator, the purchase price will be the lower of 85% of the closing trading price per share of our common stock on the enrollment date of the applicable offering period or 85% of the closing trading price per share on the applicable purchase date, which will be the last trading day of each purchase period.

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Payroll Deduction Changes; Withdrawals; Terminations of Employment. A participant may decrease (but not increase) or suspend his or her payroll deductions once during any offering period. In addition, a participant may withdraw his or her participation from the ESPP at any time by submitting written notice to us at least one week prior to the end of the then-current offering period for the offering in which such participant is enrolled. Upon any withdrawal, the participant will receive a refund of the participant’s account balance in cash, and his or her payroll deductions shall cease. Participation in the ESPP ends automatically upon a participant’s termination of employment.

Transfer Restrictions

A participant may not transfer (other than by will or the laws of descent and distribution) any right granted under the ESPP and, during a participant’s lifetime, purchase rights granted under the ESPP shall be exercisable only by such participant.

Adjustments; Changes in Capitalization

In the event of certain transactions or events affecting our common stock, such as any stock dividend or other distribution, change in control, reorganization, merger, consolidation or other corporate transaction, the ESPP administrator will make equitable adjustments to the ESPP and outstanding rights. In addition, in the event of the foregoing transactions or events or certain significant transactions, including a change in control or change in applicable law or accounting principles, the plan administrator may, in order to prevent the dilution or enlargement of intended benefits under the ESPP or facilitate or give effect to such transactions, events or changes, provide for one or more of the following: (i) either the replacement of outstanding rights with other rights or property or termination of outstanding rights in exchange for cash, (ii) the assumption or substitution of outstanding rights by the successor or survivor corporation or parent or subsidiary thereof, (iii) the adjustment in the number and type of shares of stock subject to outstanding rights, (iv) the use of participants’ accumulated payroll deductions to purchase stock on a new purchase date prior to the next scheduled purchase date and termination of any rights under ongoing offering periods or (v) the termination of all outstanding rights.

Amendment and Termination

The plan administrator may amend, suspend or terminate the ESPP at any time, subject to stockholder approval to increase the number (or change the type) of securities that may be issued under the ESPP or to change the corporations or classes of corporations whose employees may be granted rights under the ESPP.

Material U.S. Federal Income Tax Consequences

The following is a general summary under current law of the principal United States federal income tax consequences related to participation in the ESPP. This summary deals with the general federal income tax principles that apply and is provided only for general information. Some kinds of taxes, such as state, local and

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foreign income taxes and federal employment taxes, are not discussed. This summary is not intended as tax advice to participants, who should consult their own tax advisors.

Section 423 Component. The Section 423 Component of the ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code.

For federal income tax purposes, a participant in the Section 423 Component of the ESPP generally will not recognize taxable income on the grant of an option under the ESPP, nor will we be entitled to any deduction at that time. Additionally, if applicable holding period requirements are met, the participant should not recognize taxable income at the time of exercise.

If stock acquired upon exercise of an option acquired under the Section 423 Component of the ESPP is held for a minimum of two years from the date of grant and one (1) year from the date of exercise, the participant (or the participant’s estate) will recognize ordinary income measured as the lesser of (i) the excess of the fair market value of the shares at the time of such sale or disposition (or death) over the purchase price or (ii) the excess of the fair market value of the shares on the date the option was granted over the purchase price. Any additional gain will be treated as long-term capital gain.

If the holding period requirements are not met, the participant will recognize ordinary income at the time of the disposition equal to the excess of the fair market value of the shares on the date the option is exercised over the purchase price, with any remaining gain or loss being treated as capital gain or capital loss. However, if the holding period requirements are not met and the amount realized at the time of disposition is less than the fair market value of the shares at the time of exercise, the participant will recognize ordinary income to the extent of the excess of the fair market value of such shares on the date the option was exercised over the purchase price for such shares, and a capital loss to the extent the fair market value of such shares on the exercise date exceeds the amount realized upon disposition.

We or our subsidiaries or affiliates generally are not entitled to a federal income tax deduction upon either the exercise of an option or upon disposition of the shares acquired pursuant to such exercise, except to the extent that the participant recognizes ordinary income on disposition of the shares.

Non-Section 423 Component. The Non-Section 423 Component of the ESPP is not intended to qualify as an “employee stock purchase plan” under Section 423 of the Code. Accordingly, certain tax benefits available to participants in a Section 423 plan are not available under the Non-Section 423 Component of the ESPP.

For federal income tax purposes, a participant in the Non-Section 423 Component of the ESPP generally will not recognize taxable income on the grant of an option under the ESPP, nor will we be entitled to any deduction at that time. Upon the exercise of an ESPP option, a participant will recognize ordinary income, and we will be entitled to a corresponding deduction, in an amount equal to the difference between the fair market value of the shares of our common stock on the exercise date and the purchase price paid for the shares. A participant’s basis in shares of our common stock received on exercise, for purposes of determining the participant’s gain or loss on subsequent disposition of such shares of our common stock, generally, will be the fair market value of the shares of our common stock on the date the participant exercises his or her option.

Upon the subsequent sale of the shares acquired upon the exercise of an option acquired under the Non-Section 423 Component of the ESPP, the participant will recognize capital gain or loss (long-term or short-term, depending on how long the shares were held following the date they were purchased by the participant prior to disposing of them).

We or our subsidiaries or affiliates will generally be entitled to a federal income tax deduction upon the exercise of the option to the extent that the participant recognizes ordinary income.

New Plan Benefits

Because the number of shares that may be purchased under the ESPP will depend on each employee’s voluntary election to participate and on the fair market value of our common stock at various future dates, the actual number of shares that may be purchased by any individual cannot be determined in advance.

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SHAREHOLDER PROPOSAL NO. 8 — THE DIRECTOR ELECTION PROPOSAL

Overview

The Director Election Proposal — to consider and vote upon a proposal, assuming the Business Combination Proposal, the Domestication Proposal and the Organizational Documents Proposal, to elect seven directors who, upon consummation of the Business Combination, will be the directors of New OmniAb (the “Director Election Proposal”).

APAC’s shareholders are also being asked to approve, by ordinary resolution, the Director Election Proposal.

Nominees

The New OmniAb Board following consummation of the Business Combination will consist of seven directors:

(i) six of whom who have been designated by OmniAb and who will initially be Carolyn Bertozzi, Sarah Boyce, Jennifer Cochran, Matthew W. Foehr, John L. Higgins and Sunil Patel, and will thereafter be designated, nominated and elected as contemplated by the Proposed Organizational Documents; and

(ii) one of whom has been designated by APAC and who will initially be Joshua Tamaroff and will thereafter be designated, nominated and elected as contemplated by the Proposed Organizational Documents, subject to the right of the Sponsor to appoint a director pursuant to the A&R Registration Rights Agreement.

Accordingly, the APAC Board has nominated each of Carolyn Bertozzi, Ph.D., Sarah Boyce, Jennifer Cochran, Ph.D., Matthew W. Foehr, John L. Higgins, Sunil Patel and Joshua Tamaroff to serve as directors of the New OmniAb Board upon the consummation of the Business Combination, with John L. Higgins to serve as the Chairperson of the New OmniAb Board, in each case, in accordance with the terms and subject to the conditions of the Proposed Organizational Documents. If all of the director nominees are elected, Matthew W. Foehr and Jennifer Cochran will be Class I directors serving until the annual meeting of stockholders to be held in 2023, Sarah Boyce and Sunil Patel will be Class II directors serving until the annual meeting to be held in 2024 and John L. Higgins, Carolyn Bertozzi, and Joshua Tamaroff will be Class III directors serving until the annual meeting to be held in 2025 and, in each case, until their successors are elected and qualified or until their earlier death, resignation, retirement or removal for cause.

For more information on the experience of each of these director nominees, please see the section titled “Management of New OmniAb after the Business Combination” of this proxy statement/prospectus/information statement.

Vote Required for Approval

The approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Pursuant to the Cayman Constitutional Documents, only the holders of the APAC Class B Ordinary Shares are entitled to vote on the Director Election Proposal.

The Director Election Proposal is conditioned on the approval of each of the Condition Precedent Approvals. Therefore, if the Condition Precedent Approvals are not approved, the Director Election Proposal will have no effect, even if approved by holders of the APAC Class B Ordinary Shares.

Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that the seven (7) persons listed below be elected to serve on New OmniAb Board upon the consummation of the Business Combination to serve staggered terms until

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the 2023, 2024 and 2025 annual meetings of stockholders, as applicable, or until their respective successors are duly elected and qualified or until their earlier death, resignation, retirement or removal for cause:

Name of Director			Position
Matthew W. Foehr			Class I Director and Chief Executive Officer
John L. Higgins			Class III Director, Chairman of the New OmniAb Board
Carolyn Bertozzi, Ph.D.			Class III Director
Sarah Boyce			Class II Director
Jennifer Cochran, Ph.D.			Class I Director
Sunil Patel			Class II Director
Joshua Tamaroff			Class III Director

Recommendation of the APAC Board

THE APAC BOARD UNANIMOUSLY RECOMMENDS THAT APAC SHAREHOLDERS
VOTE “FOR” THE APPROVAL OF THE DIRECTOR ELECTION PROPOSAL.

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SHAREHOLDER PROPOSAL NO. 9 — THE ADJOURNMENT PROPOSAL

The Adjournment Proposal allows the APAC Board to submit a proposal to approve, by ordinary resolution, the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event, based on the tabulated votes, there are not sufficient votes at the time of the extraordinary general meeting to constitute a quorum or to approve any of the proposals presented at the extraordinary general meeting. The purpose of the Adjournment Proposal is to permit further solicitation of proxies and votes that would increase the likelihood of obtaining a favorable vote on the proposals presented at the extraordinary general meeting. See “Proposal No. 1 — The Business Combination Proposal — Interests of APAC’s Directors and Executive Officers in the Business Combination.”

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is presented to the extraordinary general meeting and is not approved by the shareholders, the APAC Board may not be able to adjourn the extraordinary general meeting to a later date in the event that, based on the tabulated votes, there are not sufficient votes at the time of the extraordinary general meeting to constitute a quorum or to approve any of the proposals presented at the extraordinary general meeting. In such events, the Business Combination would not be completed.

Vote Required for Approval

The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting.

The Adjournment Proposal is not conditioned upon any other proposal.

Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes to constitute a quorum or to approve one or more proposals at the extraordinary general meeting be approved.”

Recommendation of the APAC Board

THE APAC BOARD UNANIMOUSLY RECOMMENDS THAT APAC SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO APAC SHAREHOLDERS

The following is a summary of the material U.S. federal income tax consequences to beneficial owners (“Holders”) of APAC Class A Ordinary Shares and APAC Public Warrants (collectively, “APAC Public Securities”) immediately prior to the Business Combination with respect to the (i) Domestication, (ii) the exercise of redemption rights, and (iii) the ownership and disposition of New OmniAb Common Stock and New OmniAb Warrants (collectively, the “New OmniAb Securities”) following the Business Combination.

This discussion applies only to APAC Public Securities that are held as “capital assets” within the meaning of Section 1221 of the Code for U.S. federal income tax purposes (generally, property held for investment). This discussion is based on the provisions of the Code, U.S. Treasury Regulations, administrative rules, and judicial decisions, all as in effect on the date hereof, and all of which are subject to change or differing interpretations, possibly with retroactive effect. Any such change or differing interpretation could affect the accuracy of the statements set forth herein. APAC has not sought, and will not seek, any rulings from the IRS with respect to the statements made and the positions or conclusions described in this summary. Such statements, positions and conclusions are not free from doubt, and there can be no assurance that your tax advisor, the IRS or a court will agree with such statements, positions and conclusions.

The following discussion does not purport to be a complete analysis of all potential tax effects resulting from the completion of the Business Combination and does not address the tax treatment of any other transactions occurring in connection with the Business Combination. Furthermore, it does not address all aspects of U.S. federal income taxation that may be relevant to particular Holders in light of their personal circumstances. In addition, this summary does not address the Medicare tax on certain investment income, U.S. federal estate or gift tax laws, any U.S. state, local, or non-U.S. tax laws, any tax treaties or tax considerations applicable to investors that may be subject to special treatment under the U.S. federal income tax laws, such as:

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banks, insurance companies, or other financial institutions;

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tax-exempt or governmental organizations;

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“qualified foreign pension funds” as defined in Section 897(l)(2) of the Code (or any entities all of the interests of which are held by a qualified foreign pension fund);

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dealers in securities or foreign currencies;

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persons whose functional currency is not the U.S. dollar;

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traders in securities that use the mark-to-market method of accounting for U.S. federal income tax purposes;

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“controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;

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persons deemed to sell APAC Public Securities under the constructive sale provisions of the Code;

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persons that acquired APAC Public Securities through the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan;

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persons that hold APAC Public Securities as part of a straddle, appreciated financial position, synthetic security, hedge, conversion transaction, or other integrated investment or risk reduction transaction;

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certain former citizens or long-term residents of the United States;

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U.S. Holders (as defined below) whose functional currency is not the U.S. dollar;

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except as specifically provided below, persons that actually or constructively hold 5% or more (by vote or value) of any class of shares of APAC or New OmniAb;

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the holders of APAC founder shares, and APAC’s or New OmniAb’s Sponsor, officers or directors; or

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S-corporations, partnerships or other pass-through entities for U.S. federal income tax purposes or holders of interests therein.

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If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds APAC Public Securities (or New OmniAb Securities), the tax treatment of a partner in such partnership generally will depend upon the status of the partner, upon the activities of the partnership and upon certain determinations made at the partner level. Accordingly, partners in partnerships (including entities or arrangements treated as partnerships for U.S. federal income tax purposes) holding APAC Public Securities (or New OmniAb Securities) should consult with their tax advisors regarding the U.S. federal income tax consequences to them relating to the matters discussed below.

INVESTORS SHOULD CONSULT WITH THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS (INCLUDING ANY POTENTIAL FUTURE CHANGES THERETO) TO THEIR PARTICULAR SITUATIONS, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY U.S. STATE, LOCAL, NON-U.S. OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

U.S. Federal Income Taxation of U.S. Holders

This section applies to you if you are a “U.S. Holder.”

For purposes of this discussion, a “U.S. Holder” is a Holder that, for U.S. federal income tax purposes, is:

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an individual who is a citizen or resident of the United States;

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a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;

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an estate the income of which is subject to U.S. federal income tax regardless of its source; or

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a trust (i) the administration of which is subject to the primary supervision of a U.S. court and which has one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) who have the authority to control all substantial decisions of the trust or (ii) that has made a valid election under applicable U.S. Treasury Regulations to be treated as a United States person.

ALL HOLDERS SHOULD CONSULT WITH THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE DOMESTICATION TO THEM, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE, LOCAL, NON-U.S. AND OTHER TAX LAWS.

The Domestication

The discussion under this heading “— U.S. Federal Income Taxation of U.S. Holders — The Domestication” constitutes the opinion of Weil, Gotshal & Manges LLP, tax counsel to APAC, insofar as it discusses the material U.S. federal income tax consequences applicable to U.S. Holders of APAC Public Securities as a result of the Domestication, based on, and subject to, the assumptions, qualifications, and limitations described in the opinion attached as Exhibit 8.1 hereto. The U.S. federal income tax consequences of the Domestication will depend primarily upon whether the Domestication qualifies as a “reorganization” within the meaning of Section 368 of the Code. Under Section 368(a)(1)(F) of the Code, a reorganization is a “mere change in identity, form, or place of organization of one corporation, however effected” (such a reorganization, an “F Reorganization”). Pursuant to the Domestication, APAC will change its jurisdiction of incorporation and its name (to New OmniAb). Accordingly, the Domestication will qualify as an F Reorganization.

Under generally applicable tax rules, because the Domestication qualifies as an F Reorganization, for U.S. federal income tax purposes:

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APAC will be treated (i) as having transferred all of its assets and liabilities to New OmniAb in exchange for all of the outstanding common stock of New OmniAb, and then (ii) as having distributed the common stock to the shareholders APAC in liquidation of APAC, and the taxable year of APAC will end on the date of the Domestication;

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subject to certain rules discussed under “— U.S. Federal Income Taxation of U.S. Holders — Effects of Section 367(b)” and “— U.S. Federal Income Taxation of U.S. Holders — Passive Foreign Investment Company Rules” below, a U.S. Holder that exchanges its APAC Public Securities for New OmniAb Securities in the Domestication will not recognize any gain or loss on such exchange;

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subject to certain rules discussed under “— U.S. Federal Income Taxation of U.S. Holders — Passive Foreign Investment Company Rules” below, the tax basis of a New OmniAb Security received by a U.S. Holder in the Domestication will be equal to the U.S. Holder’s adjusted tax basis in the APAC Public Security surrendered in exchange therefor, increased by any amount included in the income of such U.S. Holder pursuant to Section 367(b) of the Code; and

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subject to certain rules discussed under “— U.S. Federal Income Taxation of U.S. Holders — Passive Foreign Investment Company Rules” below, the holding period for a New OmniAb Security as received by a U.S. Holder will include such U.S. Holder’s holding period for the APAC Public Security surrendered in exchange therefor.

If the Domestication fails to qualify as an F Reorganization, subject to the PFIC rules discussed below, a U.S. Holder generally would recognize gain or loss with respect to each of its APAC Public Securities in an amount equal to the difference, if any, between the fair market value of the corresponding New OmniAb Securities received in the Domestication and the U.S. Holder’s adjusted tax basis in the APAC Public Securities surrendered in exchange therefor. In such event, such U.S. Holder’s tax basis in the New OmniAb Securities received in the Domestication would be equal to the fair market value of that New OmniAb Securities on the date of the Domestication, and such U.S. Holder’s holding period for the New OmniAb Securities received in the Domestication would begin on the day following the date of the Domestication.

Because the Domestication will occur prior to the redemption of New OmniAb Common Stock described in the subsection of this proxy statement/prospectus/information statement entitled “Extraordinary General Meeting of APAC — Redemption Rights,” U.S. Holders exercising their redemption rights with respect to their New OmniAb Common Stock will be subject to the potential tax consequences of the Domestication. All U.S. Holders considering exercising their redemption rights with respect to their New OmniAb Common Stock should consult with their tax advisors with respect to the potential tax consequences to them of the exercise of redemption rights.

THE RULES GOVERNING THE U.S. FEDERAL INCOME TAX TREATMENT OF THE DOMESTICATION ARE COMPLEX. U.S. HOLDERS OF APAC PUBLIC SECURITIES SHOULD CONSULT WITH THEIR TAX ADVISORS REGARDING THE POTENTIAL TAX CONSEQUENCES TO THEM OF THE DOMESTICATION, INCLUDING IF IT WERE TO FAIL TO QUALIFY AS AN F REORGANIZATION.

Effects of Section 367(b)

Section 367(b) of the Code applies to certain non-recognition transactions involving foreign corporations, including the domestication of a foreign corporation in an F Reorganization. When it applies, Section 367(b) imposes U.S. federal income tax on certain U.S. persons in connection with transactions that otherwise would generally be tax-free. Section 367(b) may apply with respect to U.S. Holders on the date of the Domestication. Because the Domestication will occur prior to the redemption of U.S. Holders that exercise redemption rights with respect to their New OmniAb Common Stock, U.S. Holders exercising such redemption rights will be subject to the potential tax consequences of Section 367(b) of the Code as a result of the Domestication.

A. U.S. Holders that Own Less than 10 Percent (by Vote and Value) of APAC

A U.S. Holder who, on the date of the Domestication, beneficially owns (actually or constructively, including by taking into account a U.S. Holder’s ownership of APAC Public Warrants) APAC Class A Ordinary Shares with a fair market value of $50,000 or more but with less than 10% of the total combined voting power of all classes of APAC Class A Ordinary Shares entitled to vote and less than 10% of the total value of all classes of APAC Class A Ordinary Shares, will recognize gain (but not loss) with respect to the Domestication or, in the alternative, may elect to recognize the “all earnings and profits” amount attributable to such U.S. Holder, as described below.

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Unless a U.S. Holder makes the “all earnings and profits” election described below, such U.S. Holder generally must recognize gain (but not loss) with respect to its New OmniAb Common Stock and New OmniAb Warrants received in the Domestication in an amount equal to the excess of the fair market value of such New OmniAb Common Stock and New OmniAb Warrants over the U.S. Holder’s adjusted tax basis in the APAC Class A Ordinary Shares and APAC Public Warrants surrendered in exchange therefor. Subject to the PFIC rules discussed below, such gain would be capital gain, and would be long-term capital gain if the U.S. Holder held the APAC Public Securities for longer than one year (subject to the suspension of the applicable holding period for the reasons described in “— U.S. Federal Income Taxation of U.S. Holders — Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of New OmniAb Securities” below).

In lieu of recognizing any gain as described in the preceding paragraph, a U.S. Holder may elect to include in income the “all earnings and profits amount” attributable to its APAC Public Securities under Section 367(b) of the Code. There are, however, strict conditions for making this election. The election must comply with applicable U.S. Treasury Regulations and generally must include, among other things, (i) a statement that the Domestication is a Section 367(b) exchange (within the meaning of the applicable U.S. Treasury Regulations), (ii) a complete description of the Domestication, (iii) a description of any stock, securities or other consideration transferred or received in the Domestication, (iv) a statement describing the amounts required to be taken into account for U.S. federal income tax purposes, (v) a statement that the U.S. Holder is making the election that includes (A) a copy of the information that the U.S. Holder received from New OmniAb establishing and substantiating the U.S. Holder’s “all earnings and profits amount” with respect to the U.S. Holder’s APAC Public Securities and (B) a representation that the U.S. Holder has notified New OmniAb that the U.S. Holder is making the election, and (vi) certain other information required to be furnished with the U.S. Holder’s U.S. federal income tax return or otherwise furnished pursuant to the Code or the U.S. Treasury Regulations. APAC does not expect to have significant cumulative earnings and profits, if any, on the date of the Domestication.

The election must be attached by the electing U.S. Holder to such U.S. Holder’s timely filed U.S. federal income tax return for the year of the Domestication, and the U.S. Holder must send notice that it is making the election to New OmniAb no later than the date such tax return is filed. In connection with this election, we intend to provide each U.S. Holder eligible to make such an election with information regarding APAC’s earnings and profits upon written request.

EACH U.S. HOLDER SHOULD CONSULT WITH ITS TAX ADVISOR REGARDING THE CONSEQUENCES TO IT OF MAKING THE ELECTION DESCRIBED HEREIN AND THE APPROPRIATE FILING REQUIREMENTS WITH RESPECT TO SUCH ELECTION.

B. U.S. Holders that Own APAC Public Securities with a Fair Market Value of Less than $50,000

A U.S. Holder who, on the date of the Domestication, beneficially owns (actually or constructively) APAC Public Securities with a fair market value of less than $50,000 generally should not be required to recognize any gain or loss under Section 367(b) of the Code in connection with the Domestication or to include any part of the “all earnings and profits amount” in income.

ALL U.S. HOLDERS SHOULD CONSULT WITH THEIR TAX ADVISORS WITH RESPECT TO THE EFFECT OF SECTION 367(b) OF THE CODE TO THEIR PARTICULAR CIRCUMSTANCES.

Passive Foreign Investment Company Rules

In addition to the discussion under “— U.S. Federal Income Taxation of U.S. Holders — Effects of Section 367(b),” the Domestication may also be a taxable event for U.S. Holders under the “passive foreign investment company” (or “PFIC”) provisions of the Code to the extent APAC is treated as a PFIC.

A. PFIC Status of APAC

In general, a foreign (i.e., non-U.S.) corporation will be treated as a PFIC with respect to a U.S. Holder in any taxable year in which, after applying certain look-through rules, either: (i) at least 75% of its gross income for such taxable year consists of passive income (e.g., dividends, interest, rents (other than rents derived from the active conduct of a trade or business), and gains from the disposition of passive assets) or

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(ii) the average percentage (ordinarily averaged quarterly over the year) by value of its assets during such taxable year that produce or are held for the production of passive income is at least 50%.

Because APAC is a blank check company, with no current active business, APAC believes that it is likely to may exceed the thresholds of the PFIC asset or income test for our current taxable year. However, pursuant to a start-up exception, a corporation will not be a PFIC for the first taxable year the corporation has gross income (the “start-up year”), if (1) no predecessor of the corporation was a PFIC; (2) the corporation satisfies the IRS that it will not be a PFIC for either of the two taxable years following the start-up year; and (3) the corporation is not in fact a PFIC for either of those years. While APAC believes that it may be eligible for the start-up exception, the application of such exception is subject to uncertainty and there can be no assurance with respect to APAC’s status as a PFIC for the 2021 taxable year or the 2022 taxable year (APAC’s current taxable year that is expected to end on the date of the Domestication).

B. Effects of PFIC Rules on the Domestication

Section 1291(f) of the Code requires that, to the extent provided in U.S. Treasury Regulations, a U.S. Holder that disposes of stock of a PFIC recognizes gain notwithstanding any other provision of the Code. No final U.S. Treasury Regulations are currently in effect under Section 1291(f) of the Code. However, proposed U.S. Treasury Regulations under Section 1291(f) of the Code have been promulgated, with a retroactive effective date once they become final. If finalized in their proposed form, those proposed U.S. Treasury Regulations may require taxable gain recognition by a U.S. Holder with respect to its exchange of APAC Public Securities for New OmniAb Securities in the Domestication if APAC were classified as a PFIC at any time during such U.S. Holder’s holding period for such APAC Public Securities. The U.S. tax on any such recognized gain would be imposed based on a complex set of computational rules. However, as discussed in more detail below, a U.S. Holder may be able to avoid the PFIC gain and other tax consequences described below with respect to its APAC Public Securities if such U.S. Holder either (i) is eligible to and makes a timely and valid QEF Election (as defined and described below) in the first taxable year in which such U.S. Holder held (or was deemed to hold) APAC Public Securities and in which APAC was classified as a PFIC or (ii) makes a Mark-to-Market Election (as defined and described below) with respect to its APAC Public Securities.

Under these rules:

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the U.S. Holder’s gain would be allocated ratably over the U.S. Holder’s aggregate holding period for such U.S. Holder’s APAC Class A Ordinary Shares;

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the amount of gain allocated to the U.S. Holder’s taxable year in which the U.S. Holder realized the gain, or to the portion of the U.S. Holder’s holding period prior to the first day of APAC’s taxable year in which APAC was a PFIC, would be taxed as ordinary income; and

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the amount of gain allocated to each of the other taxable years (or portions thereof) of the U.S. Holder would be subject to tax at the highest rate of tax in effect for the U.S. Holder for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year (or portion thereof).

The proposed U.S. Treasury Regulations provide coordinating rules with Section 367(b) of the Code, whereby, if the gain recognition rule of the proposed U.S. Treasury Regulations under Section 1291(f) of the Code applies to a disposition of PFIC stock that results from a transfer with respect to which Section 367(b) of the Code requires the shareholder to recognize gain or include an amount in income as discussed under “— Effects of Section 367(b),” the gain realized on the transfer is taxable under the PFIC rules discussed above, and the excess, if any, of the amount to be included in income under Section 367(b) of the Code over the gain realized under Section 1291 of the Code is taxable as provided under Section 367(b) of the Code.

It is not possible to predict whether, in what form, and with what effective date the proposed U.S. Treasury Regulations under Section 1291(f) of the Code will become final. Therefore, U.S. Holders of APAC Public Securities that have not made a timely QEF Election or a Mark-to-Market Election (both as defined and described below) may, pursuant to the proposed U.S. Treasury Regulations, be subject to taxation

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on the Domestication to the extent their APAC Class A Ordinary Shares or APAC Public Warrants have a fair market value in excess of their tax basis.

C. QEF Election with Respect to APAC Public Securities

The impact of the PFIC rules on a U.S. Holder with respect to its APAC Class A Ordinary Shares will depend on whether such U.S. Holder is eligible to and makes a timely and valid election to treat APAC as a “qualified electing fund” under Section 1295 of the Code (which we refer to as a “QEF Election”) for the first taxable year in which such U.S. Holder held (or was deemed to hold) APAC Class A Ordinary Shares and APAC is classified as a PFIC. Generally, a QEF Election should be made on or before the due date for filing such U.S. Holder’s U.S. federal income tax return for such taxable year. A QEF Election is made by an individual U.S. Holder (and, once made, can be revoked only with the consent of the IRS) and generally requires such U.S. Holder to include annually in gross income its pro rata share of the ordinary earnings (as ordinary income) and net capital gains (as long-term capital gain), if any, of APAC, regardless of whether APAC makes distributions to such U.S. Holder. However, in order to comply with the QEF Election requirements, a U.S. Holder must receive a PFIC annual information statement from APAC. Upon written request, APAC will endeavor to provide to a U.S. Holder such information as the IRS may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a QEF Election. There is no assurance, however, that APAC will timely provide such required information.

The application of the PFIC rules to APAC Public Warrants is uncertain. However, a U.S. Holder may not make a QEF Election with respect to its APAC Public Warrants. As a result, if a U.S. Holder sells or otherwise disposes of APAC Public Warrants (other than upon exercise of such warrants for cash) and APAC was a PFIC at any time during the period the U.S. Holder held the APAC Public Warrants, any gain recognized may be subject to the special tax and interest charge rules treating the gain as an excess distribution. If a U.S. Holder that exercises such warrants properly makes a QEF Election with respect to the New OmniAb Common Stock (or has previously made a QEF Election with respect to the APAC Class A Ordinary Shares), the QEF Election will apply to the newly acquired New OmniAb Common Stock. Notwithstanding such QEF Election, the adverse tax consequences relating to PFIC shares discussed above, adjusted to take into account the current income inclusions resulting from the QEF Election, will continue to apply with respect to such New OmniAb Common Stock (which generally will be deemed to have a holding period for purposes of the PFIC rules that includes the period the U.S. Holder held the warrants), unless the U.S. Holder makes a purging election under the PFIC rules. Under the purging election, the U.S. Holder will be deemed to have sold such shares at their fair market value and any gain recognized on such deemed sale will be treated as an excess distribution, as described above. As a result of the purging election, the U.S. Holder will have a new basis and holding period in the New OmniAb Common Stock acquired upon the exercise of the warrants for purposes of the PFIC rules. U.S. Holders are urged to consult their tax advisors as to the application of the rules governing purging elections to their particular circumstances (including a potential separate “deemed dividend” purging election that may be available if we are a controlled foreign corporation).

D. Mark-to-Market Election with Respect to APAC Public Securities

The impact of the PFIC rules on a U.S. Holder with respect to its APAC Class A Ordinary Shares may also depend on whether such U.S. Holder is eligible to and makes a timely and valid “Mark-to-Market Election” under Section 1296 of the Code with respect to its APAC Class A Ordinary Shares. No assurance can be given that the APAC Class A Ordinary Shares are considered to be “marketable stock” (which generally would include stock that is regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission, including the New York Stock Exchange (on which APAC Class A Ordinary Shares have been listed)) for purposes of the Mark-to-Market Election. If such an election is available and has been made by a U.S. Holder, such U.S. Holder generally will not be subject to the PFIC rules described above. However, if the Mark-to-Market Election is made by a U.S. Holder after the first taxable year of the U.S. Holder in which the U.S. Holder holds (or is deemed to hold) APAC Class A Ordinary Shares and in which APAC was classified as a PFIC, then the PFIC rules will continue to apply to certain dispositions of, distributions on and other amounts taxable with respect to APAC Class A Ordinary Shares. Currently, a Mark-to-Market Election may not be made with respect to APAC Public Warrants.

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THE PFIC RULES (INCLUDING THE RULES WITH RESPECT TO THE QEF ELECTION AND THE MARK-TO-MARKET ELECTION) ARE VERY COMPLEX, ARE AFFECTED BY VARIOUS FACTORS IN ADDITION TO THOSE DESCRIBED ABOVE, AND THEIR APPLICATION IS UNCERTAIN. U.S. HOLDERS SHOULD CONSULT WITH, AND RELY SOLELY UPON, THEIR TAX ADVISORS TO DETERMINE THE APPLICATION OF THE PFIC RULES TO THEM IN THEIR PARTICULAR CIRCUMSTANCES AND ANY RESULTING TAX CONSEQUENCES.

Redemption of New OmniAb Common Stock

In the event that a U.S. Holder’s New OmniAb Common Stock is redeemed pursuant to the redemption provisions described in the subsection of this proxy statement/prospectus/information statement entitled “Extraordinary General Meeting of APAC — Redemption Rights” the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as sale of the New OmniAb Common Stock under Section 302 of the Code. If the redemption qualifies as a sale of New OmniAb Common Stock, the U.S. Holder will be treated as described under “— U.S. Federal Income Taxation of U.S. Holders — Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of New OmniAb Securities” below. If the redemption does not qualify as a sale of New OmniAb Common Stock, the U.S. Holder will be treated as receiving a distribution from New OmniAb with the tax consequences described below under “— U.S. Federal Income Taxation of U.S. Holders — Taxation of Distributions with Respect to New OmniAb Common Stock.” Whether a redemption qualifies for sale treatment will depend largely on the total number of shares of our stock treated as held by the U.S. Holder relative to all of our shares outstanding both before and after the redemption. The redemption of New OmniAb Common Stock generally will be treated as a sale of New OmniAb Common Stock (rather than as a distribution from APAC) if the redemption (i) is “substantially disproportionate” with respect to the U.S. Holder, (ii) results in a “complete termination” of the U.S. Holder’s interest in APAC or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.

In determining whether any of the foregoing tests is satisfied, a U.S. Holder takes into account not only stock actually owned by the U.S. Holder, but also shares of our stock that are constructively owned by it. A U.S. Holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any stock the U.S. Holder has a right to acquire by exercise of an option.

In order to meet the substantially disproportionate test, the percentage of APAC’s outstanding voting stock actually and constructively owned by the U.S. Holder immediately following the redemption of our New OmniAb Common Stock must, among other requirements, be less than 80% of the percentage of APAC outstanding voting stock actually and constructively owned by the U.S. Holder immediately before the redemption. Prior to the Business Combination, the New OmniAb Common Stock may not be treated as voting stock for this purpose and, consequently, this substantially disproportionate test may not be applicable. There will be a complete termination of a U.S. Holder’s interest if either (i) all of the shares of our stock actually and constructively owned by the U.S. Holder are redeemed or (ii) all of the shares of our stock actually owned by the U.S. Holder are redeemed, the U.S. Holder is eligible to waive (and effectively waives in accordance with specific rules) the attribution of stock owned by certain family members, and the U.S. Holder does not constructively own any other shares of our stock. The redemption of New OmniAb Common Stock will not be essentially equivalent to a dividend if a U.S. Holder’s redemption results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in APAC. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in APAC will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” A U.S. Holder should consult with, and rely solely upon, its own tax advisors as to the tax consequences of a redemption.

If none of the foregoing tests is satisfied, the redemption will be treated as a distribution from APAC and the tax considerations will be as described under “— U.S. Federal Income Taxation of U.S. Holders — Taxation of Distributions with Respect to New OmniAb Common Stock” below. After the application of those rules, any remaining tax basis of the U.S. Holder in the redeemed New OmniAb

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Common Stock will be added to the U.S. Holder’s adjusted tax basis in its remaining stock, or, if it has none, to the U.S. Holder’s adjusted tax basis in possibly its other shares of our stock constructively owned by it.

U.S. Holders who actually or constructively own five percent (or, if the New OmniAb Common Stock is not then publicly traded, one percent) or more of our stock (by vote or value) may be subject to special reporting requirements with respect to a redemption of the New OmniAb Common Stock, and such U.S. Holders should consult with their own tax advisors with respect to their reporting requirements.

Because the Domestication will occur prior to the redemption of U.S. Holders that exercise redemption rights with respect to their New OmniAb Common Stock, U.S. Holders exercising such redemption rights will be subject to the potential tax consequences of the Domestication. All U.S. Holders considering exercising redemption rights with respect to their New OmniAb Common Stock should consult with their tax advisors with respect to the potential tax consequences to them of the exercise of redemption rights.

Taxation of Distributions with Respect to New OmniAb Common Stock

If APAC pays distributions of cash or other property to U.S. Holders of shares of New OmniAb Common Stock, such distributions generally will constitute dividends for U.S. federal income tax purposes to the extent paid from APAC’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a non-taxable return of capital to the extent of a U.S. Holder’s adjusted tax basis in its New OmniAb Common Stock, that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in its New OmniAb Common Stock. Any remaining excess will be treated as gain realized on the sale or other disposition of New OmniAb Common Stock and will be treated as described under “— U.S. Federal Income Taxation of U.S. Holders — Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of New OmniAb Securities” below.

Distributions treated as dividends that APAC pays to a U.S. Holder that is treated as a corporation for U.S. federal income tax purposes generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period requirements are met, dividends APAC pays to a non-corporate U.S. Holder generally will constitute “qualified dividends” that will be subject to U.S. federal income tax at the maximum tax rate accorded to long-term capital gains. If the holding period requirements are not satisfied, a corporate U.S. Holder may not be able to qualify for the dividends received deduction and would have taxable income equal to the entire dividend amount, and a non-corporate U.S. Holder may be subject to tax on such dividend at regular ordinary income tax rates instead of the preferential rate that applies to qualified dividend income. It is unclear whether the redemption rights that applied with respect to the APAC Class A Ordinary Shares prior to the Domestication may prevent a U.S. Holder of New OmniAb Common Stock from taking the holding period of its APAC Class A Ordinary Shares into account when determining whether it has satisfied the applicable holding period requirements with respect to the dividends received deduction or the preferential tax rate on qualified dividend income, as the case may be, with respect to such U.S. Holder’s New OmniAb Common Stock held after the Domestication. U.S. Holders should consult with their tax advisors regarding the availability of the dividends received deduction or the lower preferential rate for qualified dividend income, as the case may be, for any dividends paid with respect to New OmniAb Common Stock.

Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of New OmniAb Securities

Upon a sale or other taxable disposition of New OmniAb Securities (which, in general, would include a redemption of New OmniAb Common Stock), a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S. Holder’s adjusted tax basis in its New OmniAb Securities. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the New OmniAb Securities so disposed of exceeds one year. It is unclear whether the redemption rights that applied with respect to the APAC Public Securities prior to the Domestication may prevent a U.S. Holder of APAC Public Securities from taking the holding period of its APAC Public Securities into account when determining whether it has satisfied the applicable holding period

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with respect to its New OmniAb Securities held after the Domestication for this purpose. If the one-year holding period requirement is not satisfied, any gain on a sale or other taxable disposition of the New OmniAb Securities would be subject to short-term capital gain treatment and would be taxed at regular ordinary income tax rates. Long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.

Generally, the amount of gain or loss recognized by a U.S. Holder is an amount equal to the difference between (i) the sum of the amount of cash and the fair market value of any property received in such disposition and (ii) the U.S. Holder’s adjusted tax basis in its New OmniAb Securities so disposed of. A U.S. Holder’s adjusted tax basis in its New OmniAb Securities generally will equal the U.S. Holder’s acquisition cost of the APAC Public Securities exchanged therefore (see the tax basis discussion above under the caption “— U.S. Federal Income Taxation of U.S. Holders — The Domestication”).

Exercise, Lapse or Redemption of New OmniAb Warrants

Except as discussed below with respect to the cashless exercise of a warrant, a U.S. Holder will generally not recognize gain or loss upon the exercise of a New OmniAb Warrant for cash. New OmniAb Common Stock acquired pursuant to the exercise of a New OmniAb Warrant for cash will generally have a tax basis equal to the U.S. Holder’s tax basis in the warrant, increased by the amount paid to exercise the warrant. It is unclear whether a U.S. Holder’s holding period for the New OmniAb Common Stock will commence on the date of exercise of the warrant or the day following the date of exercise of the warrant; in either case, the holding period will not include the U.S. Holder’s holding period for the New OmniAb Warrant. If a New OmniAb Warrant is allowed to lapse unexercised, a U.S. Holder will generally recognize a capital loss equal to such U.S. Holder’s tax basis in the warrant. Such loss generally will be long-term if the U.S. Holder’s holding period for such warrant is more than one (1) year. U.S. Holders should consult their tax advisors regarding the tax consequences of New OmniAb Warrants, including when a U.S. Holder’s holding period would commence with respect to the shares of New OmniAb Common Stock received upon exercise.

Because of the absence of authority specifically addressing the treatment of a cashless exercise of warrants under U.S. federal income tax law, the treatment of such a cashless exercise is unclear. A cashless exercise may not be taxable, either because the exercise is not a realization event or because the exercise is treated as a “recapitalization” for U.S. federal income tax purposes. In either tax-free situation, a U.S. Holder’s tax basis in the New OmniAb Common Stock received would generally equal the U.S. Holder’s tax basis in the New OmniAb Warrants exercised. If a cashless exercise is not treated as a realization event, it is unclear whether a U.S. Holder’s holding period for the New OmniAb Common Stock received on exercise will be treated as commencing on the date of exercise of the warrant or the following day. If a cashless exercise is treated as a recapitalization, the holding period of the New OmniAb Common Stock received will generally include the holding period of the New OmniAb Warrants exercised.

It is also possible that a cashless exercise may be treated as a taxable exchange in which gain or loss would be recognized. In such event, a U.S. Holder could be deemed to have surrendered a number of New OmniAb Warrants having an aggregate fair market value equal to the exercise price for the total number of New OmniAb Warrants to be exercised. In this case, the U.S. Holder would recognize capital gain or loss in an amount equal to the difference between the fair market value of the warrants deemed surrendered and the U.S. Holder’s tax basis in such warrants. A U.S. Holder’s tax basis in the New OmniAb Common Stock received would equal the sum of the U.S. Holder’s tax basis in the New OmniAb Warrants exercised and the exercise price of such warrants. It is unclear whether a U.S. Holder’s holding period for the New OmniAb Common Stock received would commence on the date of exercise of the warrant or the day following the date of exercise of the warrant; in either case, the holding period will not include the U.S. Holder’s holding period for the New OmniAb Warrant.

New OmniAb expects a U.S. Holder’s cashless exercise of our New OmniAb Warrants (including after we provide notice of our intent to redeem warrants for cash) to be treated as a recapitalization for U.S. federal income tax purposes. However, due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise of New OmniAb Warrants, there can be no assurance which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law.

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Accordingly, U.S. Holders should consult their tax advisors regarding the tax consequences of a cashless exercise of New OmniAb Warrants.

If New OmniAb redeems New OmniAb Warrants for cash pursuant to the redemption provisions of the warrants or if New OmniAb purchases New OmniAb Warrants for cash in an open market transaction, such redemption or purchase will generally be treated as a taxable disposition by the U.S. Holder, treated as described above under “— Taxation on the Disposition of New OmniAb Securities.”

Possible Constructive Distributions

The terms of each New OmniAb Warrant provide for an adjustment to the number of shares of New OmniAb Common Stock for which the warrant may be exercised or to the exercise price of the warrant in certain events. An adjustment which has the effect of preventing dilution generally is not taxable. The U.S. Holders of the warrants would, however, be treated as receiving a constructive distribution from New OmniAb if, for example, the adjustment increases such U.S. Holders’ proportionate interest in New OmniAb’s assets or earnings and profits as a result of a distribution of cash or other property to the Holders of New OmniAb Common Stock. Such constructive distribution would be subject to tax as described under that section in the same manner as if the U.S. Holders of the New OmniAb Warrants received a cash distribution from us equal to the fair market value of such increased interest and would increase a U.S. Holder’s adjusted tax basis in its warrants to the extent that such distribution is treated as a dividend.

Information Reporting and Backup Withholding

Information reporting requirements generally will apply to dividends paid to a U.S. Holder of New OmniAb Common Stock and to the proceeds of the sale or other disposition of New OmniAb Securities, unless the U.S. Holder is an exempt recipient and certifies to such exempt status. Backup withholding may apply to such payments if the U.S. Holder fails to provide a taxpayer identification number or a certification of exempt status or has been notified by the IRS that it is subject to backup withholding (and such notification has not been withdrawn).

Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability (if any) of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund generally may be obtained, provided that the required information is timely furnished to the IRS.

U.S. Federal Income Taxation of Non-U.S. Holders

This section applies to you if you are a “Non-U.S. Holder.”

A “Non-U.S. Holder” is a Holder that is, for U.S. federal income tax purposes, an individual, corporation, estate or trust and that is not a U.S. Holder.

The Domestication

APAC does not expect the Domestication to result in any material U.S. federal income tax consequences to Non-U.S. Holders of APAC Public Securities.

NON-U.S. HOLDERS SHOULD CONSULT WITH THEIR TAX ADVISORS TO DETERMINE THE U.S. FEDERAL INCOME TAX CONSEQUENCES TO THEM OF THE DOMESTICATION.

Redemption of New OmniAb Common Stock

The characterization for U.S. federal income tax purposes of the redemption of a Non-U.S. Holder’s New OmniAb Common Stock pursuant to the redemption provisions described in the subsection of this proxy statement/prospectus/information statement entitled “Extraordinary General Meeting of APAC — Redemption Rights,” generally will correspond to the U.S. federal income tax characterization of such a redemption of a U.S. Holder’s New OmniAb Common Stock, as described under “— U.S. Federal Income Taxation of U.S. Holders — New OmniAb Common Stock” above, and the consequences of the redemption to the Non-U.S. Holder will correspond to that described below in “— U.S. Federal Income

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Taxation of U.S. Holders — Taxation of Distributions with Respect to New OmniAb Common Stock” and “— U.S. Federal Income Taxation of U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition of New OmniAb Securities,” as applicable. It is possible that because the applicable withholding agent may not be able to determine the proper characterization of a redemption of a Non-U.S. Holder’s New OmniAb Common Stock, the withholding agent might treat the redemption as a distribution subject to withholding tax.

Taxation of Distributions with Respect to New OmniAb Common Stock

Distributions (including constructive distributions) of cash or property on New OmniAb Common Stock, if any, will constitute dividends for U.S. federal income tax purposes to the extent paid out of New OmniAb’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). To the extent those distributions exceed New OmniAb’s current and accumulated earnings and profits, the distributions will be treated as a nontaxable return of capital to the extent of the Non-U.S. Holder’s tax basis in its New OmniAb Common Stock and thereafter as capital gain from the sale or exchange of such New OmniAb Common Stock. See “— U.S. Federal Income Taxation of Non-U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition of New OmniAb Securities” below. Subject to the withholding requirements under FATCA (as defined below) and with respect to effectively connected dividends, each of which is discussed below, any distribution made to a Non-U.S. Holder on its New OmniAb Common Stock generally will be subject to U.S. withholding tax at the rate of 30% of the gross amount of the distribution unless an applicable income tax treaty provides for a lower rate. To receive the benefit of a reduced treaty rate, a Non-U.S. Holder must provide the applicable withholding agent with an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable or successor form) certifying qualification for the reduced rate. In the case of any constructive dividend, it is possible that this tax would be withheld from any amount owed to a Non-U.S. Holder by the applicable withholding agent, including cash distributions on other property or other property subsequently paid or credited to such Holder.

Dividends paid to a Non-U.S. Holder that are effectively connected with a trade or business conducted by the Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, are treated as attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States) generally will be taxed on a net income basis at the rates and in the manner generally applicable to United States persons. Such effectively connected dividends will not be subject to U.S. withholding tax if the Non-U.S. Holder satisfies certain certification requirements by providing the applicable withholding agent with a properly executed IRS Form W-8ECI certifying eligibility for exemption. If the Non-U.S. Holder is a corporation for U.S. federal income tax purposes, it may also be subject to a branch profits tax (at a 30% rate or such lower rate as specified by an applicable income tax treaty) on its effectively connected earnings and profits (as adjusted for certain items), which will include effectively connected dividends.

Gain on Sale, Taxable Exchange or Other Taxable Disposition of New OmniAb Securities

Subject to the discussion below under “— U.S. Federal Income Taxation of Non-U.S. Holders — Information Reporting and Backup Withholding,” a Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax on any gain realized upon the sale or other disposition of New OmniAb Securities unless:

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the Non-U.S. Holder is an individual who is present in the United States for a period or periods aggregating 183 days or more during the calendar year in which the sale or disposition occurs and certain other conditions are met;

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the gain is effectively connected with a trade or business conducted by the Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States); or

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New OmniAb Securities constitute United States real property interests by reason of New OmniAb’s status as a “United States real property holding corporation” (a “USRPHC”) for U.S. federal income tax purposes and as a result such gain is treated as effectively connected with a trade or business conducted by the Non-U.S. Holder in the United States.

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A Non-U.S. Holder described in the first bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate as specified by an applicable income tax treaty) on the amount of such gain, which generally may be offset by U.S. source capital losses.

A Non-U.S. Holder whose gain is described in the second bullet point above or, subject to the exceptions described in the next paragraph, the third bullet point above, generally will be taxed on a net income basis at the rates and in the manner generally applicable to United States persons unless an applicable income tax treaty provides otherwise. If the Non-U.S. Holder is a corporation for U.S. federal income tax purposes whose gain is described in the second bullet point above, such gain would also be included in its effectively connected earnings and profits (as adjusted for certain items), which may be subject to a branch profits tax (at a 30% rate or such lower rate as specified by an applicable income tax treaty).

Generally, a corporation is a USRPHC if the fair market value of its United States property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business, as determined for U.S. federal income tax purposes. New OmniAb does not believe that it will be a USRPHC for U.S. federal income tax purposes, and New OmniAb does not expect to become a USRPHC for the foreseeable future. However, in the event that New OmniAb were to become a USRPHC, as long as the New OmniAb Securities continues to be “regularly traded on an established securities market” (within the meaning of the U.S. Treasury Regulations, referred to herein as “regularly traded”), only a Non-U.S. Holder that actually or constructively owns, or owned at any time during the shorter of the five-year period ending on the date of the disposition or the Non-U.S. Holder’s holding period for applicable security, more than 5% of the New OmniAb Securities will be treated as disposing of a United States real property interest and will be taxable on gain realized on the disposition thereof as a result of New OmniAb’s status as a USRPHC. New OmniAb can provide no assurance as to its future status as a USRPHC or as to whether the New OmniAb Securities will be treated as regularly traded. If New OmniAb were to become a USRPHC and its New OmniAb Securities were not considered to be regularly traded, a Non-U.S. Holder (regardless of the percentage of New OmniAb Common Stock owned) would be treated as disposing of a United States real property interest and would be subject to U.S. federal income tax on a taxable disposition of New OmniAb Securities, and a 15% withholding tax would apply to the gross proceeds from such disposition.

Non-U.S. Holders should consult with their tax advisors regarding the tax consequences related to ownership in a USRPHC.

Exercise, Lapse or Redemption of New OmniAb Warrants

The U.S. federal income tax treatment of a Non-U.S. Holder’s exercise of a New OmniAb Warrant, or the lapse of a New OmniAb Warrant held by a Non-U.S. Holder, generally will correspond to the U.S. federal income tax treatment of the exercise or lapse of a warrant held by a U.S. Holder, as described above under “— U.S. Holders — Exercise, Lapse or Redemption of New OmniAb Warrant,” although to the extent a cashless exercise results in a taxable exchange, the consequences would be similar to those described above under “— U.S. Holders — Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of New OmniAb Securities.” If New OmniAb redeems New OmniAb Warrants for cash or if it purchases New OmniAb Warrants in an open market transaction, such redemption or purchase generally will be treated as a disposition to the Non-U.S. Holder, the consequences of which would be similar to those described above under “— U.S. Holders — Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of New OmniAb Securities.”

Possible Constructive Distributions

As described above under “— U.S. Holders — Possible Constructive Distributions,” certain adjustments with respect to the New OmniAb Warrants can give rise to a constructive distribution. Any constructive distribution received by a Non-U.S. Holder would be subject to U.S. federal income tax (including any applicable withholding) in the same manner as if such Non-U.S. Holder received a cash distribution from New OmniAb equal to the fair market value of such increased interest. If withholding applies to any constructive distribution received by a Non-U.S. Holder, it is possible that the tax would be withheld from any amount paid to or held on behalf of the Non-U.S. Holder by the applicable withholding agent. The rules governing constructive distributions as a result of certain adjustments with respect to New OmniAb

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Warrants are complex, and Non-U.S. Holders should consult with their tax advisors on the tax consequences any such constructive distribution with respect to a New OmniAb Warrant.

Information Reporting and Backup Withholding

Any dividends paid to a Non-U.S. Holder must be reported annually to the IRS and to the Non-U.S. Holder. Copies of these information returns may be made available to the tax authorities in the country in which the Non-U.S. Holder resides or is established. Payments of dividends to a Non-U.S. Holder generally will not be subject to backup withholding if the Non-U.S. Holder establishes an exemption by properly certifying its non-U.S. status on an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable or successor form).

Payments of the proceeds from a sale or other disposition by a Non-U.S. Holder of New OmniAb Common Stock effected by or through a U.S. office of a broker generally will be subject to information reporting and backup withholding (at the applicable rate) unless the Non-U.S. Holder establishes an exemption by properly certifying its non-U.S. status on an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable or successor form) and certain other conditions are met. Information reporting and backup withholding generally will not apply to any payment of the proceeds from a sale or other disposition of New OmniAb Common Stock effected outside the United States by a non-U.S. office of a broker. However, unless such broker has documentary evidence in its records that the Non-U.S. Holder is not a United States person and certain other conditions are met, or the Non-U.S. Holder otherwise establishes an exemption, information reporting will apply to a payment of the proceeds of the disposition of New OmniAb Common Stock effected outside the United States by such a broker if it has certain relationships within the United States.

NON-U.S. HOLDERS SHOULD CONSULT WITH THEIR TAX ADVISORS TO DETERMINE THE U.S. FEDERAL INCOME TAX CONSEQUENCES TO THEM OF THEIR OWNERSHIP OF NEW OMNIAB SECURITIES FOLLOWING THE BUSINESS COMBINATION.

Additional Withholding Requirements under FATCA

Sections 1471 through 1474 of the Code, and the U.S. Treasury Regulations and administrative guidance issued thereunder (“FATCA”), impose a 30% withholding tax on any dividends (including constructive dividends) paid on New OmniAb Common Stock if paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code) (including, in some cases, when such foreign financial institution or non-financial foreign entity is acting as an intermediary), unless (i) in the case of a foreign financial institution, such institution enters into an agreement with the U.S. government to withhold on certain payments, and to collect and provide to the U.S. tax authorities substantial information regarding U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are non-U.S. entities with U.S. owners), (ii) in the case of a non-financial foreign entity, such entity certifies that it does not have any “substantial United States owners” (as defined in the Code) or provides the applicable withholding agent with a certification identifying the direct and indirect substantial United States owners of the entity (in either case, generally on an IRS Form W-8BEN-E), or (iii) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules and provides appropriate documentation (such as an IRS Form W-8BEN-E). Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing these rules may be subject to different rules. Under certain circumstances, a Holder might be eligible for refunds or credits of such taxes. Holders should consult with their own tax advisors regarding the effects of FATCA on their ownership of New OmniAb Common Stock.

THE FOREGOING DISCUSSION IS NOT A COMPREHENSIVE DISCUSSION OF ALL OF THE U.S. FEDERAL INCOME TAX CONSEQUENCES TO HOLDERS OF NEW OMNIAB SECURITIES. SUCH HOLDERS SHOULD CONSULT WITH THEIR TAX ADVISORS TO

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DETERMINE THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE BUSINESS COMBINATION (INCLUDING THE DOMESTICATION AND ANY EXERCISE OF THEIR REDEMPTION RIGHTS) AND, TO THE EXTENT APPLICABLE, OF OWNING NEW OMNIAB SECURITIES FOLLOWING THE COMPLETION OF THE BUSINESS COMBINATION, INCLUDING THE APPLICABILITY AND EFFECT OF ANY U.S. FEDERAL, STATE, LOCAL, OR NON-U.S. TAX LAWS AND TAX TREATIES (AND ANY POTENTIAL FUTURE CHANGES THERETO).

U.S. Federal Tax Consequences of the Distribution and Merger to APAC Shareholders

APAC shareholders do not participate in the Distribution or the Merger with respect to their ownership of APAC Public Securities and accordingly are not expected to recognize any gain or loss as a result of the Distribution or the Merger.

In connection with the Business Combination, APAC, OmniAb, and Ligand will enter into the Tax Matters Agreement pursuant to which APAC and OmniAb will be restricted from taking certain actions or failing to take certain actions that could reasonably be expected to adversely affect the intended tax treatment of the Distribution and certain related transactions. Under the Tax Matters Agreement, APAC and OmniAb may be obligated, in certain cases, to indemnify Ligand against certain taxes incurred by Ligand that arise in connection with the Distribution as a result of certain actions or omissions by APAC or OmniAb. If the transactions were to be taxable to Ligand, the liability for payment of such tax by Ligand, or APAC and OmniAb pursuant to the indemnification provisions of the Tax Matters Agreement, could have a material adverse effect on Ligand, APAC or OmniAb, as the case may be. For more information regarding the Tax Matters Agreement, see “Summary of the Ancillary Agreements — Form of Tax Matters Agreement.”

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO LIGAND STOCKHOLDERS OF THE DISTRIBUTION AND MERGER

The following is a summary of the material U.S. federal income tax consequences of the Distribution and Merger to Ligand stockholders that are U.S. Holders (as defined above) of Ligand Common Stock. This summary is based on the Code, the Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the IRS, in each case as of the date of this proxy statement/prospectus/information statement. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a U.S. Holder. There can be no assurance that the IRS or a court will not take a contrary position to that discussed below.

This summary is limited to U.S. Holders who hold Ligand Common Stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This summary does not address all U.S. federal income tax consequences relevant to a U.S. Holder’s particular circumstances, including the impact of the Medicare contribution tax on net investment income. In addition, it does not address consequences relevant to U.S. Holders subject to special rules, including, without limitation:

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U.S. expatriates and former citizens or long-term residents of the United States;

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dealers or brokers in securities, commodities or currencies;

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tax-exempt organizations;

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banks, insurance companies or other financial institutions;

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mutual funds;

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regulated investment companies and real estate investment trusts;

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corporations that accumulate earnings to avoid U.S. federal income tax;

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U.S. Holders who hold individual retirement or other tax-deferred accounts;

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U.S. Holders who acquired Ligand Common Stock pursuant to the exercise of stock options, the settlement of restricted stock units or otherwise as compensation;

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U.S. Holders who own, or are deemed to own, at least 10% or more of Ligand Common Stock by vote or value;

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U.S. Holders who hold Ligand Common Stock or OmniAb Common Stock as part of a hedge, appreciated financial position, straddle, constructive sale, conversion transaction or other risk reduction transaction;

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traders in securities who elect to apply a mark-to-market method of accounting;

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U.S. Holders who have a functional currency other than the U.S. dollar;

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U.S. Holders who are subject to the alternative minimum tax;

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persons subject to special tax accounting rules as a result of any item of gross income with respect to Ligand Common Stock being taken into account in an applicable financial statement;

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partnerships or other pass-through entities or investors in such entities; or

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“qualified foreign pension funds” as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds Ligand Common Stock, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding Ligand Common Stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

THE FOLLOWING IS A SUMMARY OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION AND MERGER FOR U.S. HOLDERS OF LIGAND

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COMMON STOCK UNDER CURRENT LAW. THE FOLLOWING DOES NOT PURPORT TO ADDRESS ALL U.S. FEDERAL INCOME TAX CONSEQUENCES OR TAX CONSEQUENCES THAT MAY ARISE UNDER THE TAX LAWS OR THAT MAY APPLY TO PARTICULAR CATEGORIES OF STOCKHOLDERS. EACH LIGAND STOCKHOLDER IS ENCOURAGED TO CONSULT ITS TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES OF THE DISTRIBUTION AND MERGER TO SUCH STOCKHOLDER, INCLUDING THE APPLICATION OF U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS, AND THE EFFECT OF POSSIBLE CHANGES IN TAX LAWS THAT MAY AFFECT THE TAX CONSEQUENCES DESCRIBED BELOW.

Treatment of the Distribution

The Distribution is conditioned upon Ligand’s receipt of an opinion of Latham & Watkins LLP, tax counsel to Ligand, dated as of the closing date that the Distribution, together with certain related transactions, will qualify as a “reorganization” within the meaning of Sections 368(a)(1)(D) and 355(a) of the Code and that the Merger will not cause Section 355(e) of the Code to apply to the Distribution (the “Distribution Tax Opinion”).

The following discussion under this heading “ — Treatment of the Distribution” and the discussion under the heading “ — Treatment of the Merger” constitutes the opinion of Latham & Watkins LLP, insofar as it discusses the material U.S. federal income tax consequences applicable to U.S. Holders of Ligand Common Stock as a result of the Distribution qualifying as a “reorganization”within the meaning of Sections 368(a)(1)(D) and 355(a) of the Code, the Merger not causing Section 355(e) of the Code to apply to the Distribution, and the Merger qualifying as a reorganization under Section 368(a) of the Code, which opinion is based on the assumptions, qualifications, and limitations in the opinion attached as Exhibit 8.2 hereto, which include, among other things, certain factual assumptions, representations and undertakings from Ligand, OmniAb and APAC, including those regarding the past and future conduct of the companies’ respective businesses and other matters.

For U.S. federal income tax purposes:

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the Distribution, together with certain related transactions, will qualify as a “reorganization” within the meaning of Sections 368(a)(1)(D) and 355(a) of the Code;

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the Merger will not cause Section 355(e) of the Code to apply to the Distribution;

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subject to the discussion below regarding Section 355(e) of the Code, and except for taxable income or gain possibly arising as a result of certain internal transactions undertaken prior to or in anticipation of the Distribution (including with respect to any “intercompany transaction” required to be taken into account by Ligand under the Treasury Regulations related to consolidated U.S.federal income tax returns), Ligand will not recognize gain or loss in connection with the Distribution;

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no gain or loss will be recognized by, or be includible in the income of, a U.S. Holder for U.S. federal income tax purposes solely as a result of the receipt of shares of OmniAb Common Stock in the Distribution;

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the aggregate tax basis of the shares of Ligand Common Stock and shares of OmniAb Common Stock in the hands of a U.S. Holder immediately after the Distribution will be the same as the aggregate tax basis of the shares of Ligand Common Stock held by the U.S. Holder immediately before the Distribution, allocated between the Ligand stock and OmniAb Common Stock, including any fractional share interest for which cash is received, in proportion to their relative fair market values on the date of the Distribution;

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the holding period with respect to shares of OmniAb Common Stock received by a U.S. Holder will include the holding period of its shares of Ligand Common Stock; and

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a U.S. Holder who receives cash in lieu of a fractional share of OmniAb Common Stock in the Distribution will be treated as having sold such fractional share for cash and generally will recognize capital gain or loss in an amount equal to the difference between the amount of cash received and

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such U.S. Holder’s adjusted tax basis in the fractional share. That gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period for its shares of Ligand Common Stock exceeds one year.

Treasury Regulations generally provide that if a U.S. Holder holds different blocks of Ligand Common Stock (generally shares of Ligand Common Stock purchased or acquired on different dates or at different prices), the aggregate basis for each block of Ligand Common Stock purchased or acquired on the same date and at the same price will be allocated, to the greatest extent possible, between the shares of OmniAb Common Stock received in the Distribution in respect of such block of Ligand Common Stock and such block of Ligand Common Stock, in proportion to their respective fair market values, and the holding period of the shares of OmniAb Common Stock received in the Distribution in respect of such block of Ligand Common Stock will include the holding period of such block of Ligand Common Stock, provided that such block of Ligand Common Stock was held as a capital asset on the date of the Distribution. If a U.S. Holder is not able to identify which particular shares of OmniAb Common Stock are received in the Distribution with respect to a particular block of Ligand Common Stock, for purposes of applying the rules described above, the U.S. Holder may designate which shares of OmniAb Common Stock are received in the Distribution in respect of a particular block of Ligand Common Stock, provided that such designation is consistent with the terms of the Distribution. Holders of Ligand Common Stock are encouraged to consult their own tax advisors regarding the application of these rules to their particular circumstances.

Opinions of counsel regarding the tax consequences of the Distribution are based on and subject to the accuracy of, among other things, certain factual assumptions, representations and undertakings from Ligand, OmniAb and APAC, including those regarding the past and future conduct of the companies’ respective businesses and other matters. An opinion of counsel represents counsel’s best legal judgment but is not binding on the Internal Revenue Service or the courts, so there can be no certainty that the Internal Revenue Service will not challenge the conclusions reflected in the opinion or that a court will not sustain such a challenge. Ligand, OmniAb, and APAC have not requested and do not intend to request any ruling from the Internal Revenue Service as to the United States federal income tax consequences of the Distribution. Additionally, the Merger Agreement provides that the Distribution Tax Opinion condition may be waived by Ligand and OmniAb in writing. For further details, see “Shareholder Proposal No. 1 — The Business Combination Proposal — Summary of the Merger Agreement — Conditions to Closing.”

If, notwithstanding the conclusion in the opinions of counsel regarding the tax consequences of the Distribution, the Distribution is ultimately determined not to qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Code, Ligand would recognize gain in an amount equal to the excess of the fair market value of the OmniAb Common Stock distributed to Ligand stockholders on the Distribution date over Ligand’s tax basis in such shares. In addition, each U.S. Holder who receives shares of OmniAb Common Stock in the Distribution would be treated as receiving a taxable distribution in an amount equal to the fair market value of the OmniAb Common Stock that was distributed to the U.S. Holder. Specifically, the full value of the OmniAb Common Stock distributed to a U.S. Holder generally would be treated first as a taxable dividend to the extent of the U.S. Holder’s pro rata share of Ligand’s current and accumulated earnings and profits, then as a non-taxable return of capital to the extent of the U.S. Holder’s basis in the Ligand Common Stock, and finally as capital gain from the sale or exchange of Ligand Common Stock with respect to any remaining value.

Even if the Distribution qualifies as a reorganization under Sections 355 and 368(a)(1)(D) of the Code, the Distribution may result in corporate-level taxable gain to Ligand under Section 355(e) of the Code if there is a 50% or greater change in ownership, by vote or value, of OmniAb Common Stock, Ligand Common Stock or stock of a successor of either (including APAC after the Merger) occurring as part of a plan or series of related transactions that includes the Distribution. For this purpose, any acquisitions or issuances of Ligand Common Stock within two years before the Distribution, and any acquisitions or issuances of OmniAb Common Stock, Ligand Common Stock, or APAC shares within two years after the Distribution, are generally presumed to be part of such a plan, although APAC, OmniAb or Ligand may be able to rebut that presumption. For purposes of this test, the Merger will be treated as part of a plan with the Distribution, but the Merger standing alone will not cause the Distribution to be taxable to Ligand under Section 355(e) of the Code because Holders of OmniAb Common Stock will own more than 50% of New

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OmniAb Common Stock. If another acquisition or issuance of APAC Class A Ordinary Shares, OmniAb Common Stock or Ligand Common Stock triggers the application of Section 355(e) of the Code, Ligand would recognize taxable gain as described above and such gain would be subject to U.S. federal income tax.

In connection with the Business Combination, APAC, OmniAb, and Ligand will enter into the Tax Matters Agreement pursuant to which APAC and OmniAb will be restricted from taking certain actions or failing to take certain actions that could reasonably be expected to adversely affect the intended tax treatment of the Distribution and certain related transactions. Under the Tax Matters Agreement, APAC and OmniAb may be obligated, in certain cases, to indemnify Ligand against certain taxes incurred by Ligand that arise in connection with the Distribution as a result of certain actions or omissions by APAC or OmniAb. If the Distribution were to be taxable to Ligand, the liability for payment of such tax by Ligand, or APAC and OmniAb pursuant to the indemnification provisions of the Tax Matters Agreement, could have a material adverse effect on Ligand, APAC or OmniAb, as the case may be. For more information regarding the Tax Matters Agreement, see “Summary of the Ancillary Agreements — Form of Tax Matters Agreement.”

Treatment of the Merger

Immediately following the receipt by a U.S. Holder of Ligand stock of shares of OmniAb Common Stock in the Distribution, the shares of OmniAb Common Stock so received will be exchanged for New OmniAb Common Stock and OmniAb Earnout Shares pursuant to the Merger. The obligations of Ligand and OmniAb to complete the Merger are conditioned upon, among other things, Ligand’s receipt of the Distribution Tax Opinion and an opinion of Latham & Watkins LLP, tax counsel to Ligand, dated as of the closing date that the Merger will be treated as a reorganization under Section 368(a) of the Code. The obligation of APAC to complete the Merger is conditioned upon, among other things, receipt of an opinion of Weil, Gotshal & Manges LLP, tax counsel to APAC, dated as of the closing date that the Merger will be treated as a reorganization under Section 368(a) of the Code.

The following discussion under this heading “ — Treatment of the Merger” constitutes the opinion of Weil, Gotshal & Manges LLP, insofar as it discusses the material U.S. federal income tax consequences applicable to U.S. Holders of Ligand Common Stock as a result of the Merger qualifying as a reorganization under Section 368(a) of the Code, based on, and subject to, assumptions, qualifications, and limitations described in the opinion attached as Exhibit 8.1 hereto.

For U.S. federal income tax purposes:

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the Merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Code;

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a U.S. Holder of OmniAb Common Stock will not recognize any gain or loss solely as a result of the exchange of shares of OmniAb Common Stock for New OmniAb Common Stock and OmniAb Earnout Shares;

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a U.S. Holder’s aggregate tax basis of New OmniAb Common Stock and OmniAb Earnout Shares received in the Merger will be the same as the aggregate tax basis of the OmniAb Common Stock for which it is exchanged, allocated between the New OmniAb Common Stock and OmniAb Earnout Shares, including any fractional share interest for which cash is received, in proportion to their relative fair market values on the date of the Merger;

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a U.S. Holder’s holding period of New OmniAb Common Stock and OmniAb Earnout Shares received in exchange for shares of OmniAb Common Stock will include the holding period of the OmniAb Common Stock for which it is exchanged; and

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a U.S. Holder who receives cash in lieu of a fractional share of New OmniAb Common Stock in the Merger will be treated as having sold such fractional share for cash and generally will recognize capital gain or loss in an amount equal to the difference between the amount of cash received and such U.S. Holder’s adjusted tax basis in the fractional share. That gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period for its shares of OmniAb Common Stock exceeds one year.

Opinions of counsel regarding the tax consequences of the Merger are based on and subject to the accuracy of, among other things, certain factual assumptions, representations and undertakings from

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Ligand, OmniAb and APAC, including those regarding the past and future conduct of the companies’ respective businesses and other matters. An opinion of counsel represents counsel’s best legal judgment but is not binding on the Internal Revenue Service or the courts, so there can be no certainty that the Internal Revenue Service will not challenge the conclusions reflected in the opinion or that a court will not sustain such a challenge. Ligand, OmniAb, and APAC have not requested and do not intend to request any ruling from the Internal Revenue Service as to the United States federal income tax consequences of the Merger. Additionally, the conditions in the Merger Agreement related to the receipt by Ligand and APAC of such tax opinions, may be waived by Ligand and OmniAb in writing. For more information about conditions to the consummation of the Business Combination, see “Shareholder Proposal No. 1 — The Business Combination Proposal — Summary of the Merger Agreement — Conditions to Closing.”

If the IRS were to successfully challenge the treatment of the Merger described above, the tax consequences could differ, perhaps substantially, from those described herein.

The preceding discussion is a summary of the material U.S. federal income tax consequences of the Merger. It is not a complete analysis or discussion of all potential tax effects that may be important to you. Thus, you are strongly encouraged to consult your tax advisor as to the specific tax consequences resulting from the Merger, including tax return reporting requirements, the applicability and effect of federal, state, local, and other tax laws and the effect of any proposed changes in the tax laws.

Information Reporting and Backup Withholding

U.S. Treasury regulations require certain stockholders who receive stock in the Distribution to attach to their U.S. federal income tax return for the year in which the Distribution occurs a detailed statement setting forth certain information relating to the tax-free nature of the Distribution. In addition, payments of cash to a Ligand or OmniAb stockholder in lieu of fractional shares of OmniAb or APAC in the Distribution or Merger may be subject to information reporting and backup withholding, and backup withholding may apply to such payments if the U.S. Holder fails to provide a taxpayer identification number or a certification of exempt status or has been notified by the IRS that it is subject to backup withholding (and such notification has not been withdrawn).

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS. U.S. Holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

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INFORMATION ABOUT APAC AND MERGER SUB

References in this section to “APAC,” “we,” “our” or “us” refer to Avista Public Acquisition Corp. II.

General

APAC is not presently engaged in and APAC will not engage in, any substantive commercial business until it completes the Business Combination with OmniAb or another target business.

APAC is a blank check company incorporated on February 5, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Although APAC’s efforts to identify a prospective target were not limited to any particular industry, it focused on identifying a prospective target business in the healthcare industry.

On February 12, 2021, the Sponsor paid an aggregate of $25,000 in exchange for the issuance of 5,750,000 APAC Class B Ordinary Shares.

On March 23, 2022, APAC entered into the Merger Agreement and the A&R FPA, pursuant to which APAC has agreed to issue and sell to the Sponsor 1,500,000 shares of New OmniAb Common Stock and warrants to acquire 1,666,667 shares of New OmniAb Common Stock for an aggregate purchase price of $15,000,000 in the Forward Purchase. In addition to the Forward Purchase, the Sponsor has agreed to purchase up to an additional 10,000,000 shares of New OmniAb Common Stock and up to an additional 1,666,667 New OmniAb warrants in the Redemption Backstop, for an aggregate additional purchase price of up to $100,000,000, in order to backstop shareholder redemptions to the extent such redemptions would result in the cash proceeds to be available to the combined company following the Business Combination from APAC’s trust account to be less than $100,000,000 as of immediately prior to the Closing. See “Shareholder Proposal No. 1 — The Business Combination Proposal — Summary of the Ancillary Agreements — Amended and Restated Forward Purchase Agreement” commencing on page 200.

On March 23, 2022, APAC also entered into a Sponsor Insider Agreement, pursuant to which the Insiders agreed to vote any APAC securities held by them to approve the Business Combination and the other APAC shareholder matters required pursuant to the Merger Agreement, and not seek redemption of any of their APAC securities in connection with the consummation of the Business Combination. The Sponsor also agreed, pursuant to the Sponsor Insider Agreement, to subject up to all 1,916,667 Sponsor Earnout Shares to forfeiture if an applicable Sponsor Triggering Event has not occurred with respect to such Sponsor Earnout Shares during the period from the date of the Closing to and including the fifth anniversary of the date of the Closing. See “Shareholder Proposal No. 1 — The Business Combination Proposal — Summary of the Ancillary Agreements — Sponsor Insider Agreement” commencing on page 200.

Initial Public Offering

On August 12, 2021, APAC consummated the initial public offering of 23,000,000 APAC units, at a price of $10.00 per APAC unit, including 3,000,000 APAC units sold pursuant to the full exercise of the underwriters’ option to purchase additional APAC units to cover over-allotments. Each such unit consisted of one APAC Class A Ordinary Share and one-third of one redeemable warrant (each, an “APAC Public Warrant”). Each whole APAC Public Warrant entitles the holder to purchase one APAC Class A Ordinary Share at an exercise price of $11.50 per share following consummation of the Business Combination.

Simultaneously with the closing of APAC’s initial public offering, APAC consummated the sale of 8,233,333 APAC Private Placement Warrants at a price of $1.50 per APAC Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $12,350,000. The APAC Private Placement Warrants are identical to the APAC Public Warrants sold in the initial public offering, except that (a) subject to certain exceptions, the APAC Private Placement Warrants are not transferable, assignable or saleable until 30 days after the completion of APAC’s initial business combination, (b) the APAC Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees and (c) the Sponsor is entitled to registration rights in respect of the APAC Private Placement Warrants.

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Following the consummation of APAC’s initial public offering on August 12, 2021, an amount of $235,750,000 from the net proceeds of the sale of the APAC units in the initial public offering and the sale of the APAC Private Placement Warrants was placed in the trust account, with the funds, if invested, only to be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by APAC, until the earlier of: (i) APAC’s completion of its initial business combination or (ii) the distribution of the funds in the trust account to APAC shareholders.

On August 9, 2021, APAC entered into the Forward Purchase Agreement with Sponsor. Pursuant to the Forward Purchase Agreement, Sponsor agreed to purchase 10,000,000 APAC Class A Ordinary Shares, plus an aggregate of 3,333,333 redeemable warrants to purchase one APAC Class A Ordinary Share at $11.50 per share, for an aggregate purchase price of $100,000,000, or $10.00 for one APAC Class A Ordinary Share and one-third of one warrant, in a private placement to occur concurrently with the closing of a business combination. The warrants to be sold as part of the Forward Purchase Agreement were contemplated to be identical to the APAC Private Placement Warrants. The Forward Purchase Agreement was amended and restated in its entirety on March 23, 2022, by the A&R FPA, pursuant to which APAC has agreed that it will issue and sell to the Sponsor 1,500,000 shares of New OmniAb Common Stock and warrants to acquire 1,666,667 shares of New OmniAb Common Stock for an aggregate purchase price of $15,000,000 with such purchases to be consummated immediately following the Domestication and prior to the Merger. Also pursuant to the A&R FPA, the Sponsor agreed to purchase up to an additional 10,000,000 shares of New OmniAb Common Stock and up to an additional 1,666,667 New OmniAb Warrants, for an aggregate additional purchase price of up to $100,000,000, in order to backstop shareholder redemptions to the extent such redemptions would result in the cash proceeds to be available to the combined company following the Business Combination from APAC’s trust account to be less than $100,000,000.

Offering Proceeds Held in Trust

Following the closing of APAC’s initial public offering on August 12, 2021 and the sale of the APAC Private Placement Warrants, an amount of $235,750,000 (implied value of $10.25 per APAC unit) of the proceeds from APAC’s initial public offering and sale of APAC Private Placement Warrants were placed in the trust account. Except with respect to interest earned on the funds in the trust account that may be released to APAC to pay its franchise and income taxes and expenses relating to the administration of the trust account, the proceeds from APAC’s initial public offering and the private placement for APAC Private Placement Warrants held in the trust account will not be released until the earliest of (a) the completion of APAC’s initial business combination, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Cayman Constitutional Documents (i) to modify the substance or timing of its obligation to redeem 100% of its APAC Class A Ordinary Shares if APAC does not complete its initial business combination within 18 months from the closing of APAC’s initial public offering or (ii) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity, and (c) the redemption of all of the APAC Class A Ordinary Shares if it is unable to complete its business combination within 18 months from the closing of APAC’s initial public offering, subject to applicable law.

Fair Market Value of Target Business

The target business or businesses that APAC acquires must collectively have a fair market value equal to at least 80% of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in, and taxes payable on, the income earned on the trust account) at the time of the execution of a definitive agreement for APAC’s initial business combination. The APAC Board has determined that the proposed Business Combination with OmniAb meets the 80% test.

Redemption Rights in Connection with Shareholder Approval of Business Combinations

Under the Cayman Constitutional Documents, if APAC is required by law or elects to seek shareholder approval of its initial business combination, holders of APAC Class A Ordinary Shares must be given the opportunity to redeem their APAC Class A Ordinary Shares in connection with the proxy solicitation for the applicable shareholder meeting, regardless of whether they vote for or against the Business Combination,

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subject to the limitations described in the prospectus for APAC’s initial public offering. Accordingly, in connection with the Business Combination, holders of APAC Class A Ordinary Shares may seek to redeem their APAC Class A Ordinary Shares in accordance with the procedures set forth in this proxy statement/prospectus/information statement.

Voting Obligations in Connection with the Extraordinary General Meeting

Pursuant to the Sponsor Insider Agreement, the Sponsor and Insiders have agreed to vote all of the APAC securities held by them in favor of the Business Combination proposal and the other shareholder proposals and not to seek to have any shares redeemed in connection with the Business Combination.

Redemption of APAC Class A Ordinary Shares and Liquidation if No Initial Business Combination

The Insiders and APAC’s officers and directors have agreed, and the Cayman Constitutional Documents provide, that we have only eighteen months from the closing of APAC’s initial public offering, which is until February 12, 2023, to complete an initial business combination. If we have not completed an initial business combination within eighteen months from the closing of APAC’s initial public offering, or February 12, 2023, we will: (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the outstanding APAC Class A Ordinary Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then outstanding APAC Class A Ordinary Shares, redemption will completely extinguish all of the rights of the holders of APAC Class A Ordinary Shares rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the APAC Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. If APAC does not complete its initial business combination by February 12, 2023 or such later date as may be approved by the APAC shareholders in accordance with the Cayman Constitutional Documents, the proceeds from the sale of the APAC Private Placement Warrants held in the trust account will be used to fund a portion of the redemptions of the APAC Class A Ordinary Shares (subject to the requirements of applicable law) and the APAC Private Placement Warrants will expire worthless. Furthermore, if APAC does not complete its initial business combination by February 12, 2023 and APAC liquidates the funds held in the trust account, holders of APAC Public Warrants will not receive any funds with respect to their APAC Public Warrants, nor will they receive any distribution from APAC’s assets held outside of the trust account with respect to such APAC Public Warrants. Accordingly, the APAC Public Warrants may expire worthless.

APAC expects all of the costs and expenses associated with implementing any plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the cash held by APAC outside the trust account (which was $159,194 as of June 30, 2022) plus up to $100,000 of funds from the trust account available to APAC to pay dissolution expenses, although APAC cannot assure you that there will be sufficient funds for such purpose.

If APAC was to expend all of the net proceeds of APAC’s initial public offering and the sale of the APAC Private Placement Warrants, other than the proceeds deposited in the trust account, and without taking into account interest earned on the trust account, the per-share redemption amount received by APAC’s public shareholders upon APAC’s dissolution would be approximately $10.25. The proceeds deposited in the trust account could, however, become subject to the claims of APAC’s creditors, which would have higher priority than the claims of APAC shareholders. APAC cannot assure you that the actual per-share redemption amount received by APAC’s public shareholders will not be substantially less than $10.25.

Although APAC will continue to seek to have all vendors, service providers (other than our independent registered public accounting firm) and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of APAC’s public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust

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account, including, but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

APAC has access to up to approximately $159,194 from the proceeds of APAC’s initial public offering, sale of the APAC Private Placement Warrants, and issuance of the second promissory note with which to pay any potential claims (including costs and expenses incurred in connection with liquidation, currently estimated to be no more than approximately $100,000). In the event that APAC liquidates and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from the trust account could be liable for claims made by creditors, however, such liability will not be greater than the amount of funds from the trust account received by any such shareholder.

Under Cayman Islands law, shareholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The portion of APAC’s trust account distributed to APAC’s public shareholders upon the redemption of 100% of outstanding APAC Class A Ordinary Shares in the event APAC does not complete its initial business combination within eighteen months from the closing of APAC’s initial public offering, or February 12, 2023, may be considered a liquidation distribution under Cayman Islands law. If the corporation complies with certain procedures as required by Cayman Islands law intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to shareholders, any liability of shareholders with respect to a liquidating distribution is limited to the lesser of such shareholder’s pro rata share of the claim or the amount distributed to the shareholder, and any liability of the shareholder would be barred after the third anniversary of the dissolution.

Furthermore, if the pro rata portion of the trust account distributed to holders of APAC Class A Ordinary Shares upon the redemption of APAC Class A Ordinary Shares in the event APAC does not complete its initial business combination within eighteen months from the closing of APAC’s initial public offering, or February 12, 2023, is not considered a liquidating distribution under Cayman Islands law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Cayman Islands law, the statute of limitation for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.

If APAC files a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, APAC cannot assure you we will be able to return $10.25 per share to APAC’s public shareholders. Additionally, if APAC files a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. Furthermore, the APAC Board may be viewed as having breached its fiduciary duty to our creditors and/or to have acted in bad faith, thereby exposing us or the APAC Board to claims of punitive damages, by paying APAC shareholders from the trust account prior to addressing the claims of creditors. APAC cannot assure you that claims will not be brought against us for these reasons.

Holders of APAC Class A Ordinary Shares will be entitled to receive funds from the trust account only upon the earliest to occur of: (a) APAC’s completion of its initial business combination, (b) the redemption of APAC Class A Ordinary Shares properly tendered in connection with a shareholder vote to amend the APAC Organizational Documents (i) to modify the substance or timing of APAC’s obligation to allow

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redemption in connection with our initial business combination or to redeem 100% of the outstanding APAC Class A Ordinary Shares if we do not complete an initial business combination within eighteen months from the closing of APAC’s initial public offering, or February 12, 2023 or (ii) with respect to any other provisions relating to the rights of holders of APAC Class A Ordinary Shares and (c) the redemption of 100% of the APAC Class A Ordinary Shares if we have not completed our initial business combination within eighteen months from the closing of APAC’s initial public offering, or February 12, 2023, subject to applicable law. In no other circumstances will an APAC shareholder have any right or interest of any kind to or in the trust account. An APAC shareholder’s voting in connection with the Business Combination alone will not result in such shareholder’s redeeming its APAC Class A Ordinary Shares for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above.

Limitation on Redemption Rights

The Cayman Constitutional Documents provide that a holder of APAC Class A Ordinary Shares, 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 Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the APAC Class A Ordinary Shares sold in APAC’s initial public offering without APAC’s prior consent. APAC believes this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a business combination as a means to force APAC or APAC’s management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a shareholder holding more than an aggregate of 15% of the APAC Class A Ordinary Shares could threaten to exercise its redemption rights if such holder’s shares are not purchased by APAC, the Insiders or APAC’s management at a premium to the then-current market price or on other undesirable terms. By limiting the shareholders’ ability to redeem no more than 15% of the APAC Class A Ordinary Shares without APAC’s prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete a business combination. However, APAC is not restricting our shareholders’ ability to vote all of their shares for or against the Business Combination.

Facilities

APAC currently maintains its executive offices at 65 East 55th St., 18th Floor, New York, NY 10022. The cost for the use of this space is included in the $10,000 per month fee paid to the Sponsor for office space and administrative support services. APAC considers our current office space adequate for our current operations.

Human Capital Resources

APAC has seven executive officers. These individuals are not obligated to devote any specific number of hours to APAC’s matters but they intend to devote as much time as they deem necessary to APAC affairs until we have completed our initial business combination. APAC does not intend to have any full time employees prior to the consummation of our initial business combination.

We believe that our management team is well positioned to identify attractive risk-adjusted returns in the marketplace and that its contacts and transaction sources, ranging from industry executives, private owners, private equity funds, and investment bankers, will enable us to pursue a broad range of opportunities. Our management believes that its ability to identify and implement value creation initiatives will remain central to its differentiated acquisition strategy.

Legal Proceedings

There is no material litigation, arbitration or governmental proceeding currently pending against APAC or any members of APAC’s management team in their capacity as such, and APAC and the members of APAC’s management team have not been subject to any such proceeding in the twelve months preceding the date of this filing.

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APAC MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless the context otherwise requires, references in this subsection “— APAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “APAC,” “we,” “us” and “our” generally refer to APAC prior to the Business Combination.

This proxy statement/prospectus/information statement includes “forward-looking statements” that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this proxy statement/prospectus/information statement including, without limitation, statements in this “APAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding APAC’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to “Risk Factors” beginning on page 92 of this proxy statement/prospectus/information statement. APAC’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, APAC disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated on February 5, 2021 as a Cayman Island exempted company and formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We intend to effectuate our initial business combination using cash from the proceeds of our Initial Public Offering and the private placement of the APAC Private Placement Warrants, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of the Initial Public Offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.

Recent Developments

On March 23, 2022, we entered into the Merger Agreement, pursuant to which we will consummate the proposed Business Combination. Also on March 23, 2022, and in connection with the execution of the Merger Agreement, (a) APAC, Ligand, OmniAb and Merger Sub entered into the Employee Matters Agreement, as amended by that certain Amended and Restated Employee Matters Agreement, dated as of August 18, 2022, (b) OmniAb and the Sponsor entered into the Sponsor Insider Agreement with APAC and the Insiders and (c) we amended and restated that certain forward purchase agreement, dated August 9, 2021, by entering into the A&R FPA, by and among APAC, the Sponsor and OmniAb.

Immediately prior to the merger and pursuant to a Separation and Distribution Agreement, dated as of March 23, 2022, among APAC, 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.

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, with OmniAb continuing as the surviving company in the Merger and as a wholly-owned subsidiary of APAC.

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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) we 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.

Upon consummation of the proposed OmniAb Business Combination, and after the Domestication, we will have one class of common stock, par value $0.0001 per share, which will be listed on Nasdaq under the ticker symbol “OABI”. Our then-outstanding warrants will be listed on Nasdaq under the ticker symbol “OABIW”.

Agreement and Plan of Merger

At the Closing, each share of OmniAb Common Stock outstanding after the Distribution and immediately prior to the effective time of the Merger will be converted into a number of shares of New OmniAb Common Stock based on an exchange ratio determined by reference to a pre-money equity value for OmniAb of $850,000,000. Holders of OmniAb options, restricted stock units and performance stock units (determined after the Distribution 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 New OmniAb and adjusted pursuant to the terms of the Employee Matters Agreement.

In addition, at the Closing, 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 VWAP of $12.50 per share of New OmniAb 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 $15.00 per share of New OmniAb Common Stock for any 20 trading days over a consecutive 30 trading-day period, in each case provided such vesting occurs during the five-year period following the Closing.

In connection with the proposed Business Combination, upon the Domestication (i) all issued and outstanding APAC Class A Ordinary Shares and APAC Class B Ordinary Shares will convert automatically, on a one-for-one basis, into shares of New OmniAb Common Stock, (ii) all issued and outstanding warrants will convert automatically into warrants to acquire shares of New OmniAb Common Stock and (iii) all issued and outstanding APAC Units will separate and convert automatically into one share of New OmniAb Common Stock and one-third of one warrant to purchase New OmniAb Common Stock.

Separation and Distribution Agreement

On March 23, 2022, in connection with the execution of the Merger Agreement, we entered into the Separation Agreement with OmniAb and Ligand, 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 Merger and after the Separation, Ligand will distribute 100% of the outstanding shares of OmniAb Common Stock to Ligand’s stockholders in the Distribution.

The Separation Agreement also sets forth other agreements among Ligand and OmniAb related to the Separation, including provisions concerning the termination and settlement of intercompany accounts and the obtaining of necessary governmental approvals and thirdparty consents. The Separation Agreement also sets forth agreements that will govern certain aspects of the relationship between Ligand and OmniAb

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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, APAC, 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 proposed Business Combination and related covenants and commitments of the parties. On August 18, 2022, the parties entered into an Amended and Restated Employee Matters Agreement in order to update the treatment of certain incentive equity awards in the Distribution and the Business Combination.

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 APAC 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 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 Business Combination. Pursuant to the Sponsor Insider Agreement, the Sponsor also agreed to subject up to 1,916,667 Sponsor Earnout Shares, 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, we entered into the A&R FPA with the Sponsor and OmniAb. Pursuant to the A&R FPA, we have agreed that, in connection with the consummation of the proposed Business Combination, we will issue and sell to the Sponsor 1,500,000 shares of New OmniAb Common Stock and warrants to acquire 1,666,667 shares of New OmniAb Common Stock for an aggregate purchase price of $15,000,000 with such purchase to be consummated immediately following the Domestication and prior to the proposed Business Combination. In addition to the Forward Purchase, the Sponsor has agreed to purchase up to an additional 10,000,000 shares of New OmniAb Common Stock and up to an additional 1,666,667 warrants, for an aggregate additional purchase price of up to $100,000,000, 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 $100,000,000. The A&R FPA also provides that in the event the Merger Agreement is terminated by Ligand under circumstances in which the Termination Fee would be payable under the Merger Agreement, Ligand shall pay the Sponsor a termination fee of $12,500,000 in connection therewith.

Certain Other Transaction Documents

Certain additional agreements will be entered into in connection with the transactions contemplated by the Merger Agreement, the Separation Agreement and the other agreements described above, including, among others:

•

a Tax Matters Agreement by and among Ligand, OmniAb and APAC, which governs, among other things, Ligand’s, OmniAb’s and APAC’s respective rights, responsibilities and obligations with respect to taxes, tax attributes and the preparation and filing of tax returns and responsibility for and preservation of the expected tax-free status of the transactions contemplated by the Separation Agreement and the Merger Agreement, and certain other tax matters;

•

an Amended and Restated Registration and Stockholder Rights Agreement by and among APAC, the Sponsor and the other parties signatory thereto, pursuant to which our the Original Registration Rights Agreement will be amended and restated in order to, among other things, provide certain equityholders of OmniAb as of immediately prior to the Closing of the proposed Merger with customary registration rights;

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•

a Transition Services Agreement by and between Ligand and OmniAb, pursuant to which Ligand will, on a transitional basis, provide OmniAb with certain non-scientific and non-technical support services and other assistance after the Closing; and

•

a Transition Services Agreement by and between Ligand and OmniAb, pursuant to which OmniAb will, on a transitional basis, provide Ligand with certain non-scientific and non-technical support services and other assistance after the Closing.

The consummation of the proposed Business Combination is subject to certain conditions as further described in the Merger Agreement.

For more information about the Merger Agreement and the proposed Business Combination, see the section entitled “Proposal No. 1 — Business Combination Proposal.”

Results of Operations

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities for the period from February 5, 2021 (inception) through June 30, 2022 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, 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 a 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.

For the three months ended June 30, 2022, we had a net loss of $1,624,916, which resulted from formation and operating costs of $2,578,263, partially offset by the change in fair value of Forward Purchase and Backstop Securities of $656,300, and gain on investments held in the Trust Account of $297,047.

For the six months ended June 30, 2022, we had a net loss attributable to ordinary shareholders of $6,211,156, which resulted from formation and operating costs of $6,399,478, a deemed dividend relating to the forward purchase and backstop securities of $225,000, partially offset by the change in fair value of Forward Purchase and Backstop Securities of $64,990, and gain on investments held in the Trust Account of $348,332.

For the period from February 5, 2021 (inception) through December 31, 2021, we had a net loss of $516,442, which resulted entirely from formation and operating costs.

Liquidity and Capital Resources

For the six months ended June 30, 2022 net cash used in operating activities was $780,777, which was due to our net loss of $5,986,156, gain on investments held in Trust Account of $348,332 and change in fair value of Forward Purchase and Backstop Securities of $64,990, partially offset by a change in operating assets and liabilities of $5,618,701.

For the period from February 5, 2021 (inception) through December 31, 2021, net cash used in operating activities was $1,136,926, which was due to our net loss of $516,442 and by changes in prepaid expenses of $744,542 offset by changes in accounts payable of $15,440, due to related party of $884 and changes in accrued expenses of $107,734.

There were no cash flows from investing activities for the six months ended June 30, 2022.

For the period from February 5, 2021 (inception) through December 31, 2021, net cash used in investing activities was $235,750,000, which was due to the investment of cash into the Trust Account.

For the six months ended June 30, 2022, net cash provided by financing activities was $750,000 from the proceeds of the convertible promissory note from our Sponsor.

For the period from February 5, 2021 (inception) through December 31, 2021, net cash provided by financing activities was $237,076,897, which was due to proceeds from the Initial Public Offering, net of underwriter’s discounts paid of $225,400,000, proceeds from sale of the APAC Private Placement Warrants

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of $12,350,000, proceeds from the Sponsor’s note of $175,000, proceeds from the issuance of APAC Class B Ordinary Shares to the Sponsor of $25,000, partially offset by the repayment of the Sponsor’s note of $175,000, and payment of offering costs of $698,103.

On August 12, 2021, we consummated the 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 consisted of one APAC Class A Ordinary Share and one-third of one redeemable warrant to purchase one APAC Class A Ordinary Share at an exercise price of $11.50 per share.

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 8,233,333 APAC Private Placement Warrants, including 900,000 APAC 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 unit ($12,350,000 in the aggregate). Each APAC Private Placement Warrant is exercisable to purchase one APAC Class A Ordinary Share at a price of $11.50 per share. The proceeds from the sale of the APAC Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If we do not complete our initial business combination within 18 months from August 12, 2021, the proceeds from the sale of the APAC Private Placement Warrants will be used to fund the redemption of the public shares (subject to the requirements of applicable law) and the APAC Private Placement Warrants will expire worthless.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes payable and deferred underwriting commissions), to complete our initial business combination. We may withdraw interest income (if any) to pay income taxes, if any. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the Trust Account. We expect the interest income earned on the amount in the Trust Account (if any) will be sufficient to pay our franchise and income taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of June 30, 2022 and December 31, 2021, APAC had $159,194 and $189,971 in cash held outside of the Trust Account, and a working capital surplus (deficit) of $(6,286,566) and $496,302, respectively. APAC anticipates that the cash held outside of the Trust Account as of June 30, 2022 will be not sufficient to allow APAC to operate for at least the next 12 months from the issuance of the financial statements, assuming that a business combination is not consummated during that time. APAC has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about APAC’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. Management plans to address this uncertainty through the Business Combination as discussed above. There is no assurance that APAC’s plans to consummate the Business Combination will be successful or successful by February 12, 2023. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of June 30, 2022 or December 31, 2021.

Contractual Obligations

Promissory Note — Related Party

On February 12, 2021, APAC issued an unsecured promissory note to the Sponsor (the “First Promissory Note”), pursuant to which APAC could borrow up to an aggregate of $300,000 to cover expenses related to the Initial Public Offering. The First 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 Sponsor paid certain offering costs totaling $55,725, which was included in the outstanding balance of the First Promissory Note as of March 22, 2021, and APAC borrowed $119,275 on June 23, 2021. On August 12, 2021, APAC repaid the outstanding balance under the First Promissory Note of $175,000.

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On March 14, 2022, APAC entered into a promissory note with the Sponsor (the “Second Promissory Note”) pursuant to which APAC could borrow up to an aggregate of $750,000. The loan under the Second Promissory Note is non-interest bearing and payable upon the earlier of (i) completion of the APAC’s initial business combination or (ii) the date that the winding up of APAC is effective. The unpaid principal balance on the 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 APAC Private Placement Warrants. As of June 30, 2022, the outstanding balance on the promissory note was $750,000.

Administrative Support Agreement

APAC 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, APAC will cease paying these monthly fees. During the three and six months ended June 30, 2022, APAC incurred expenses of $30,000 and $60,000, respectively, under the administrative support agreement. During the period from February 5, 2021 (inception) through December 31, 2021, APAC incurred expenses of $46,129 under the administrative support agreement.

Underwriting Agreement

The underwriters purchased APAC Units at a purchase price of $9.80 per APAC Unit (i.e., at a cash underwriting discount of $0.20 per APAC 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, APAC agreed to pay the underwriters a deferred underwriting fee of up to $0.35 per APAC Unit, or $8,050,000 in the aggregate, which would be payable to the underwriters upon the consummation of APAC’s initial business combination, except that APAC’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. The Underwriting Agreement provided that APAC management has the right, in its sole discretion, to allocate the payment of 50% of the deferred underwriting commissions to third parties that did not participate in the IPO (but who are members of FINRA) that assist APAC in identifying and consummating a business combination. APAC has determined that no third parties will receive any payments of the remaining 50% of the deferred underwriting commissions, and Credit Suisse has waived any entitlement to such fees. Credit Suisse has performed all of its obligations under the Underwriting Agreement to be entitled to receive the deferred underwriting commissions, subject to the condition that the Business Combination is consummated. On July 25, 2022, the APAC 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, APAC entered into a forward purchase agreement with the Sponsor which provides for the purchase of an aggregate of 10,000,000 APAC Class A ordinary shares plus an aggregate of 3,333,333 redeemable warrants to purchase APAC 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 APAC’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 APAC initial business combination, expenses in connection with the initial business combination or for working capital in the post-transaction company.

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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.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Derivative Financial Instruments

APAC 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. For derivative financial instruments that are accounted for as assets or liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the condensed consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. The Forward Purchase and Backstop Securities contained within the A&R FPA are classified as derivatives in the consolidated balance sheet with changes in the fair value recognized in the consolidated statements of operations.

Class A Ordinary Shares Subject to Possible Redemption

All of the 23,000,000 APAC Class A Ordinary Shares sold as part of the APAC 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 APAC require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all APAC Class A Ordinary Shares have been classified outside of permanent equity.

APAC 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.

Warrants

APAC evaluated the Warrants in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity,” and concluded that there were no indexation or tender offer provisions in the Warrant Agreement that precluded the warrants from being accounted for as components of equity, and the warrants meet the criteria in ASC 815-40-25 to be classified in shareholders’ equity. Fair value of the

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APAC Public Warrants and APAC Private Placement Warrants was determined by an independent valuation expert as of August 12, 2021 using a Monte Carlo Model. Proceeds from the IPO and subsequent partial exercise of the over-allotment option allocated to the APAC Public Warrants was an aggregate $9,813,334 ($9,232,604, net of offering costs) and is recorded in additional paid-in capital. Proceeds from the issuance of the APAC Private Placement Warrants were $12,350,000 ($12,298,375, net of offering costs) and is recorded in additional paid-in capital.

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. APAC 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.

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if converted method for all convertible instruments. ASU 2020-06 is effective for APAC on January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. APAC adopted ASU 2020-06 effective January 1, 2021 using the modified retrospective method of transition. The adoption of ASU 2020-06 did not have a material impact on the financial statements for the period from February 5, 2021 (inception) through December 31, 2021.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.

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MANAGEMENT OF APAC

Directors and Executive Officers

References in this section to “APAC,” “we,” “our” or “us” refer to Avista Public Acquisition Corp. II.

APAC’s current directors and officers are as follows:

Name	Age	Position
Thompson Dean	64	Executive Chairman and Director
David Burgstahler	53	President, Chief Executive Officer and Director
Sriram Venkataraman	50	Executive Vice President
Robert Girardi	40	Executive Vice President
John Cafasso	49	Chief Financial Officer
Benjamin Silbert	51	General Counsel
William E. Klitgaard	69	Director
Lâle White	67	Director
Wendel Barr	60	Director

Thompson Dean

Thompson Dean has served as a Director and as the Executive Chairman of the APAC Board since February 12, 2021. Mr. Dean is a Managing Partner and Chairman of the Sponsor and has served in various capacities at Avista Capital Partners (“Avista”) since its founding in 2005. From 1995 to 2005, Mr. Dean served as Co-Managing Partner of Donaldson, Lufkin & Jenrette (“DLJMB”) and was Chairman of the investment committees of DLJMB I, DLJMB II, DLJMB III and DLJ Growth Capital Partners. Mr. Dean currently serves on the board of directors of Cooper Consumer Health, National Spine & Pain Centers, eMolecules, Probo Medical and Vision Healthcare. Mr. Dean previously served on the board of directors of Acino International AG, Charles River Laboratories, ConvaTec Group, Fisher Scientific, Nycomed, Trimb Healthcare, VWR and Zest Dental Solutions. Mr. Dean is a former trustee of Choate Rosemary Hall and The Eaglebrook School. Mr. Dean received a B.A. from the University of Virginia, where he was an Echols Scholar, and an M.B.A. with high distinction from Harvard Business School, where he was a Baker Scholar. We believe that Mr. Dean’s executive level management experience at Avista, board and advisory experience with other companies in and outside of the healthcare industry and his extensive experience in the areas of finance, strategy, international business transactions and mergers and acquisitions makes him well-qualified to serve as a member of the APAC Board.

David Burgstahler

David Burgstahler has served as a Director on the APAC Board and as our President and Chief Executive Officer since February 12, 2021. Mr. Burgstahler is a Managing Partner and Chief Executive Officer of Avista and has served in various capacities at Avista since its founding in 2005. Prior to forming Avista, he was a Partner of DLJMB from 2004 to 2005 and served in various capacities at DLJMB and its affiliates from 1995 to 2005. Prior to DLJMB, Mr. Burgstahler worked at Andersen Consulting (now known as Accenture) and McDonnell Douglas (now known as Boeing). He currently serves as on the board of directors of Cosette Pharmaceuticals, Inform Diagnostics, RVL Pharmaceuticals (NASDAQ: RVL), United BioSource Corporation, XIFIN and other private company boards. Mr. Burgstahler also previously served on the board of directors of AngioDynamics (NASDAQ: ANGO), Arcadia Consumer Healthcare, Armored AutoGroup, BioReliance Corp., ConvaTec Group, Focus Diagnostics, Inc., INC Research Holdings (NASDAQ: INCR), Lantheus Holdings, MPI Research, Inc., Strategic Partners, LLC, Visant Corp., WideOpenWest (NYSE: WOW) and Warner Chilcott PLC (NASDAQ: WCRX). Mr. Burgstahler received a B.S. in Aerospace Engineering from the University of Kansas and an M.B.A. from Harvard Business School. We believe that Mr. Burgstahler’s extensive experience serving as a director for a diverse group of private and public companies, including those in the healthcare industry, makes him well-qualified to serve as a member of the APAC Board.

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Sriram Venkataraman

Sriram Venkataraman has been our Executive Vice President since February 12, 2021. Mr. Venkataraman is currently a Partner at Avista and originally joined Avista in 2007. Prior to joining Avista, Mr. Venkataraman was a Vice President in the Healthcare Investment Banking group at Credit Suisse which he joined in 2001. Prior to Credit Suisse, Mr. Venkataraman worked at GE Healthcare (formerly known as GE Medical Systems). Mr. Venkataraman currently serves on the board of directors of Cosette Pharmaceuticals, eMolecules, Inform Diagnostics, National Spine & Pain Centers, Probo Medical, RVL Pharmaceuticals (NASDAQ: RVL), Solmetex and XIFIN and has previously served as s director of AngioDynamics (NASDAQ: ANGO), Lantheus Holdings (NASDAQ: LNTH), OptiNose (NASDAQ: OPTN) and Zest Dental Solutions. Mr. Venkataraman received a M.S. in Electrical Engineering from the University of Illinois, Urbana-Champaign and an M.B.A. with honors from The Wharton School at the University of Pennsylvania.

Robert Girardi

Robert Girardi has been our Executive Vice President since February 12, 2021. Mr. Girardi is currently a Partner at Avista and originally joined Avista in 2010. Prior to joining Avista, Mr. Girardi was a Senior Associate at Quadrangle Group where he focused on private equity investments in the media and communications industries. Prior to joining Quadrangle, Mr. Girardi was an Associate at Bear Stearns Merchant Banking where he focused on private equity investments across a range of industries. Mr. Girardi also worked as an Analyst in the investment banking division at J.P. Morgan. Mr. Girardi currently serves on the board of directors of GCM Holding Corporation, ACP Northern Holdings and United BioSource Corporation and previously served on the board of directors of Arcadia Consumer Healthcare, DataBank Holdings, MPI Research, Inc. and Telular Corporation. Mr. Girardi received a B.S. with highest distinction in business administration from the University of North Carolina at Chapel Hill and an M.B.A. with honors from The Wharton School at the University of Pennsylvania, where he was a Palmer Scholar.

Amanda Heravi

Amanda Heravi has been our Investor Relations Officer since February 12, 2021. Ms. Heravi is the Head of Investor Relations at Avista and was one of the founding members of Avista in 2005. Prior to Avista, Ms. Heravi was the Director of Finance and Administration at Dorset Capital Management, which she joined in 1999, where she was responsible for investor relations and the financial, operational and administrative aspects of the fund. Prior to Dorset, Ms. Heravi worked at Montgomery Securities. Ms. Heravi received a B.A. from the University of California, Berkeley.

John Cafasso

John Cafasso has been our Chief Financial Officer since February 12, 2021. Mr. Cafasso joined Avista in 2011. Prior to joining Avista, Mr. Cafasso was in the asset management division of Credit Suisse from 2001 to 2011, where he was responsible for the accounting and reporting for Credit Suisse’s direct private equity funds. Prior to joining Credit Suisse, Mr. Cafasso was a Manager at KPMG, LLP in the financial services practice. Mr. Cafasso is a Certified Public Accountant and received a B.B.A. degree from Hofstra University.

Benjamin Silbert

Benjamin Silbert has been our General Counsel and Secretary since February 12, 2021. Mr. Silbert is the Chief Administrative Officer and General Counsel at Avista and was one of the founding members of Avista in 2005. Prior to joining Avista, Mr. Silbert was at DLJMB from 2001 to 2005. While at DLJMB, Mr. Silbert acted as internal counsel on a number of investments and divestitures, in addition to fund and partnership matters. Prior to joining DLJMB, Mr. Silbert was a lawyer in the private equity and mergers and acquisitions practice groups of Morgan, Lewis & Bockius LLP, which he joined in 1996. Mr. Silbert received a B.A. from Haverford College and a J.D. from Columbia Law School.

William E. Klitgaard

William E. Klitgaard has served as a Director on the APAC Board since August 12, 2021. Mr. Klitgaard is an operating executive at Avista, where was retained in 2020. Mr. Klitgaard has over two decades of

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experience leading and advising healthcare businesses in the Healthcare IT and outsourced pharma services space. Mr. Klitgaard most recently served as President of Enlighten Health, a division of LabCorp (NYSE:LH) that focuses on innovation and creation of new information-based services utilizing core assets of LabCorp and Covance, Inc. Previously, he spent 19 years at Covance, one of the world’s largest contract research organizations, where he served for three years as Corporate Senior Vice President and Chief Information Officer, and nearly twelve years as Corporate Senior Vice President and Chief Financial Officer. Prior to his time at Covance, Mr. Klitgaard held finance leadership positions at Kenetech Corporation, a wind turbine manufacturer, and Consolidated Freightways, Inc., a freight service and logistics company. Mr. Klitgaard currently serves as a director and chairman of the audit committee of Syneos Health, Inc. (NASDAQ: SYNH), since March 2017, as a director of Inform Diagnostics, since December 2019 and as a director of XIFIN, Inc. (“XIFIN”) since January 2020. Mr. Klitgaard previously served as a director of Liaison Technologies, Bioclinica, Inc. and Certara, L.P. Mr. Klitgaard earned a B.A. in Economics from the University of California at Berkeley, and a Master’s degree from the Sloan Management School, Massachusetts Institute of Technology. We believe that Mr. Klitgaard’s extensive experience leading and advising healthcare businesses makes him well-qualified to serve as a member of the APAC Board.

Lâle White

Lâle White has served as a Director since August 12, 2021. Ms. White is the Executive Chairman, Chief Executive Officer and founder of XIFIN, Inc. (“XIFIN”), a health information technology company that leverages diagnostic information to improve the quality and economics of healthcare. Ms. White founded XIFIN in 1997 and has over 25 years of experience in information systems development and medical billing. Ms. White lectures extensively on these topics and has consulted for major laboratories and laboratory associations throughout the U.S. Ms. White worked with HCFA and the U.S. Office of the Inspector General to develop the first OIG Model Compliance Program. She has chaired the state and federal contractor committees for California Clinical Laboratory Association for years, maintaining a working relationship with the Medicare Administrative Contractors and Department of Health and Human Services. Ms. White was previously Vice President of Finance of Laboratory Corporation of America, one of the largest clinical reference laboratories in the United States, and its predecessor National Health Laboratories, where she led the software development of several accounts receivable, inventory, cost accounting and financial management systems for the laboratory industry. Ms. White currently serves as a director of Cardiff Oncology, Inc. (NASDAQ: CRDF) and previously served as a director of bioTheranostics while it was a BioMerieux subsidiary and CombiMatrix Corporation, until its acquisition by Invitae Corporation in 2017. Ms. White has a B.A. in Finance and an M.B.A. from Florida International University. We believe that Ms. White’s extensive executive experience with the strategic, financial and operational requirements of healthcare organizations makes her well-qualified to serve as a member of the APAC Board.

Wendel Barr

Wendel Barr has served as a Director since August 12, 2021. Mr. Barr has over 25 years of experience on the leading edge in the medical devices and life sciences industries. From September 2017 through November 2019, Mr. Barr was the Chief Executive Officer, President and director of Vium, Inc., a translational medicine and biotechnology company focused on improving the success of drug development through the creation of more precise and reproducible disease models. Prior to Vium, Mr. Barr was the Chief Executive Officer and director of Synteract, Inc., a full-service, global contract research organization dedicated to the clinical research needs of biotechnology, medical device and pharmaceutical companies. Prior to Synteract, Mr. Barr was at Covance from 2000 through 2011, where he had multiple roles, including Chief Operating Officer and Executive Vice President. Prior to Covance, Wendel Barr was Vice President and General Manager at Marconi Medical Systems and also held several positions of increasing responsibility with GE Healthcare including General Manager from 1984 to 1999. Mr. Barr earned a B.S. in Electronics Engineering from DeVry University and a M.B.A. from National University. We believe that Mr. Barr’s extensive experience leading companies in the medical devices and life sciences space makes him well-qualified to serve as a member of the APAC Board.

Corporate Governance

Number and Terms of Office of Officers and Directors

The APAC Board consists of five members. Holders of APAC Class B Ordinary Shares have the right to elect all of APAC’s directors prior to consummation of our initial business combination and holders of

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APAC Class A Ordinary Shares do not have the right to vote on the appointment of directors during such time. These provisions of the Cayman Constitutional Documents may only be amended if approved by special resolution passed by at least 90% of such shareholders as, being entitled to vote thereon in person or by proxy at a general meeting or by way of a unanimous written resolution. Each of APAC’s directors holds office for a two-year term. Subject to any other special rights applicable to the shareholders, any vacancies on the APAC Board may be filled by the affirmative vote of a majority of the remaining directors of the APAC Board or by ordinary resolution passed by the holders of APAC ordinary shares following a business combination (or, prior to our a business combination, passed by the holders of APAC Class B Ordinary Shares).

Pursuant to an agreement entered into in connection with the initial public offering, the Sponsor, upon and following consummation of a business combination, will be entitled to nominate three individuals for appointment to the APAC Board, as long as the Sponsor holds any securities covered by the Original Registration Rights Agreement.

Our officers are appointed by the APAC Board and serve at the discretion of the APAC Board, rather than for specific terms of office. The APAC Board is authorized to appoint persons to the offices set forth in the Cayman Constitutional Documents as it deems appropriate. The Cayman Constitutional Documents provide that our officers may consist of one or more of chairman of the APAC Board, chief executive officer, president, chief financial officer, vice presidents, secretary, treasurer and such other offices as may be determined by the APAC Board.

Director Independence

Nasdaq listing standards generally require that a majority of the APAC Board be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the APAC Board, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. However, under Nasdaq listing rule 5615(b)(1), a company listing in connection with its initial public offering is permitted to phase in its compliance with the majority independent board requirements. Additionally, under the Nasdaq corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that:

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we have a board that includes a majority of “independent directors,” as defined under the rules of Nasdaq;

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we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

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we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

The APAC Board has determined to take advantage of the phase-in and “controlled company” exemptions to not have a majority independent board, with Mr. Klitgaard and Mr. Barr being “independent directors” as defined in the Nasdaq listing standards. Our independent directors have regularly scheduled meetings at which only independent directors are present.

Executive Officer and Director Compensation

None of APAC’s executive officers or directors have received any cash compensation for services rendered to APAC. Since the consummation of our initial public offering and until the earlier of consummation of our initial business combination or our liquidation, APAC reimburses the Sponsor for office space, secretarial and administrative services provided to APAC in the amount of $10,000 per month. In addition, our Sponsor, executive officers and directors, or their respective affiliates are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. Our audit committee reviews on a quarterly basis all payments that were made by us to our Sponsor, executive officers or directors, or their affiliates. Any such payments prior to a business combination were or will be made using funds

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held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating a business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by APAC to the Sponsor, executive officers and directors, or their respective affiliates, prior to completion of our initial business combination.

We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.

Committees of the APAC Board

The APAC Board has three standing committees: an audit committee, a nominating committee and a compensation committee. Subject to phase-in rules and limited exceptions, among other things, Nasdaq rules require that the compensation committee and the nominating committee of a listed company be comprised solely of independent directors. However, subject to certain phase-in exemptions provided by Nasdaq listing rule 5615(b)(1), and the exemptions available to a “controlled company” noted above, our nomination committee and compensation committee are currently not comprised solely of independent directors.

Further, subject to the phase-in exceptions set forth in Rule 10A-3(b)(1)(iv)(A) under the Exchange Act and Nasdaq listing rule 5615(b)(1), our audit committee is currently not comprised solely of independent directors.

Audit Committee

APAC has established an audit committee of the APAC Board. Mr. Klitgaard, Mr. Barr and Ms. White serve as members of our audit committee. Mr. Klitgaard serves as the chairman of the audit committee. Each member of the audit committee is financially literate and the APAC Board has determined that each of Mr. Klitgaard and Mr. Barr qualify as an “audit committee financial expert” as defined in applicable SEC rules.

The primary functions of our audit committee include:

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meeting with our independent registered public accounting firm regarding, among other issues, audits and adequacy of our accounting and control systems;

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monitoring the independence of our independent registered public accounting firm;

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verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

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inquiring and discussing with management our compliance with applicable laws and regulations;

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pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;

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appointing or replacing the independent registered public accounting firm;

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determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

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establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies;

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monitoring compliance on a quarterly basis with the terms of the initial public offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of the initial public offering; and

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reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by the APAC Board, with the interested director or directors abstaining from such review and approval.

The audit committee is a separately designated standing committee established in accordance with Section 3(a)(58)(A) of the Exchange Act.

Compensation Committee

APAC has established a compensation committee of the APAC Board. The members of our compensation committee are Mr. Klitgaard, Mr. Barr and Ms. White. Mr. Klitgaard serves as chairman of the compensation committee.

APAC adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

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reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Financial Officer’s and Chief Executive Officer’s compensation, evaluating our Chief Financial Officer’s and Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer and Chief Financial Officer based on such evaluation;

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reviewing and approving the compensation of all of our other Section 16 executive officers;

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reviewing our executive compensation policies and plans;

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implementing and administering our incentive compensation equity-based remuneration plans;

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assisting management in complying with our proxy statement and annual report disclosure requirements;

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approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

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producing a report on executive compensation to be included in our annual proxy statement; and

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reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Compensation Committee Interlocks and Insider Participation

Aside from Mr. Burgstahler and Mr. Venkataraman, who sit on the compensation committee of XIFIN, where Ms. White serves as the Chief Executive Officer, none of our executive officers currently serves, and in the past year has not served, (i) as a member of the compensation committee of another entity, one of whose executive officers served on our compensation committee, or (ii) as a member of the compensation committee of another entity, one of whose executive officers served on the APAC Board.

Nominating Committee

APAC has established a nominating committee of the APAC Board. The members of our nominating committee are Mr. Klitgaard, Mr. Barr and Ms. White. Mr. Klitgaard serves as chairman of the nominating committee.

The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on the APAC Board. The nominating committee considers persons identified by its members, management, shareholders, investment bankers and others.

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The nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating committee does not distinguish among nominees recommended by shareholders and other persons.

Code of Ethics

APAC has adopted a code of ethics applicable to APAC’s directors, officers and employees. A copy of the code of ethics is available on our website at https://avistapac.com/ahpac/ and will be provided without charge upon request from APAC in writing at 65 East 55th Street, 18th Floor, New York, NY 10022. APAC intends to disclose any amendments to or waivers of certain provisions of APAC’s code of ethics in a Current Report on Form 8-K. See the section of this proxy statement/prospectus/information statement entitled “Where You Can Find More Information.”

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INFORMATION ABOUT LIGAND

Ligand is a biopharmaceutical company focused on developing or acquiring technologies that help pharmaceutical companies discover and develop medicines. Ligand specializes in drug discovery, early-stage drug development, product reformulation and partnering with other pharmaceutical companies (who conduct late-stage development, regulatory management and commercialization) ultimately to generate Ligand’s revenue. Ligand has established multiple alliances, licenses and other business relationships with the world’s leading pharmaceutical companies including Amgen, Merck, Pfizer, Sanofi, Janssen, Takeda, Servier, Gilead Sciences and Baxter International.

Prior to the Separation, Ligand’s business consisted of the OmniAb Business, and other platforms including the Captisol® platform and Pelican Expression Technology®. The Captisol® platform technology is a patent-protected, chemically modified cyclodextrin with a structure designed to optimize the solubility and stability of drugs. Ligand’s Pelican Expression Technology® is a robust, validated, cost-effective and scalable platform for recombinant protein production that is especially well-suited for complex, large-scale protein production where traditional systems are not.

Ligand’s principal executive offices are located at 5980 Horton Street, Suite 405, Emeryville, CA 94608, and its telephone number is (858) 550-7500. Ligand Common Stock is listed on The Nasdaq Global Market under the symbol “LGND.” Ligand was incorporated under the laws of the State of Delaware on May 18, 1995. Ligand’s internet address is www.ligand.com. The information contained on Ligand’s website is not incorporated by reference into this proxy statement/prospectus/information statement or any future documents that may be filed with the SEC and should not be considered part of this document.

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INFORMATION ABOUT THE OMNIAB BUSINESS

Unless the context otherwise requires, references in this subsection “— Information About the OmniAb Business” to “OmniAb,” “we,” “us” and “our” generally refer to OmniAb prior to the Business Combination.

Overview

Our mission is to enable the rapid development of innovative therapeutics by pushing the frontiers of drug discovery technologies. We intend to achieve this mission by enabling the discovery of high-quality therapeutic candidates and by being the partner of choice for pharmaceutical and biotechnology companies. We believe that pairing the large and diverse antibody repertoires generated from our proprietary transgenic animals with our cutting-edge and high-throughput validated screening tools will deliver high-quality therapeutic candidates for a wide range of diseases.

Our OmniAb technology platform creates and screens diverse antibody pools and is designed to quickly identify optimal antibodies for our partners’ drug development efforts. We harness the power of Biological Intelligence, which we built into our proprietary transgenic animals and paired with our high-throughput screening technologies to enable the discovery of high-quality, fully-human antibody therapeutic candidates. We believe these antibodies are high quality because they are naturally optimized in our proprietary host systems for affinity, specificity, developability and functional performance. Our partners have access to these antibody candidates that are based on unmatched biological diversity and optimized through integration across a full range of technologies, including antigen design, transgenic animals, deep screening and characterization. We provide our partners both integrated end-to-end capabilities and highly customizable offerings, which address critical industry challenges and provide optimized antibody discovery solutions. As of June 30, 2022, we had 64 active partners with 275 active programs using the OmniAb technology, including 25 OmniAb-derived antibodies in clinical development by our partners and two approved products of our partners, zimberelimab, which was approved in China for the treatment of recurrent or refractory classical Hodgkin’s lymphoma, and sugemalimab, which was approved in China for the first-line treatment of metastatic (stage IV) non-small cell lung cancer in combination with chemotherapy, as well as for patients with unresectable stage III non-small cell lung cancer whose disease has not progressed following concurrent or sequential platinum-based chemoradiotherapy. Our robust experience and development activity with our partners gives us critical insights into the industry and creates a positive feedback loop through which we plan to continue to advance our platform. Our business model is dependent on the eventual progression of therapeutic candidates discovered or initially developed utilizing our platform into clinical trials and commercialization by our partners, and our receipt of milestone and royalty payments from our partners. However, our future success and the potential to receive these payments are entirely dependent on our partners’ efforts over which we have no control. If our partners determine not to proceed with the future development of a drug candidate, we will not receive any future payments related to that program. Additionally, unless publicly disclosed by our partners, we do not have access to information related to our partners’ clinical trial results, including serious adverse events, or ongoing communications with the FDA regarding our partners’ current clinical programs, which limits our visibility into how such programs may be progressing.

At the heart of the OmniAb technology platform lies the Biological Intelligence of our proprietary transgenic animals, including OmniRat, OmniMouse and OmniChicken, that have been genetically modified to generate antibodies with human sequences to facilitate development of human therapeutic candidates. Biological Intelligence refers to the ability of the immune system in our transgenic animals to create optimized antibodies through a process that has evolved over 500 million years. The immune system function is to adaptively respond to a given target through an iterative process of diversification and selection that produces novel antibodies with high affinity, specificity, and expression levels. Through its proprietary and carefully designed transgenes, OmniAb’s Biological Intelligence taps into this powerful in vivo process to generate human antibodies directly from its transgenic animals. OmniFlic and OmniClic are common light-chain rats and chickens, respectively, designed to generate bispecific antibodies. OmniTaur provides cow-inspired antibodies with unique structural characteristics for challenging targets. To our knowledge, we are the industry’s only four-species in vivo antibody discovery platform, making OmniAb the most diverse host system available in the industry. We believe natural antibodies are superior to other antibody generation methods because they are naturally optimized through an iterative in vivo process that preferentially selects

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antibodies to effectively bind to a specific antigen. Our technology can be leveraged to develop multiple therapeutic formats including mono-, bi- and multi-specific antibodies, antibody-drug conjugates (ADCs) and chimeric antigen receptor T cell (CAR-T). By generating large and diverse pools of high-quality antibodies, we believe Biological Intelligence increases the probability of success of therapeutic antibody discovery and helps limit the attrition of antibody product candidates in the clinic.

Our technology investments are methodical and deliberate, designed to enable our partner-centric business model to leverage the most cutting-edge solutions to solve the biggest challenges in antibody drug discovery. Some partners prefer integrated end-to-end discovery capabilities, while others prefer to use certain of our technologies within their own labs. This flexibility not only provides value to our partners, but also allows for greater scalability of our business since we do not have to build out capacity for partners that prefer to use some of their own technologies in the process. The breadth and depth of our partner-centric model benefits our investment decision making by providing critical insights into the needs and direction of the industry.

According to Vaccines journal, antibodies are among the fastest growing class of drugs and are used across multiple therapeutic areas including oncology, inflammation, neurodegeneration. In 2021, approved antibody-based therapeutics accounted for over $215.0 billion in sales and 49 antibody therapeutics reached blockbuster status in 2021 with sales higher than $1.0 billion, according to data published by La Merie Publishing. Furthermore, Fatpos Global estimates that antibody-based therapeutic sales are expected to grow to approximately $365.0 billion by 2030. The favorable drug-like properties of antibodies, including high specificity, limited off-target toxicity, superior immune stimulation, and the ability to modulate half-life circulation in serum, have accelerated investment in antibody therapeutics. This has resulted in higher success rates for antibody therapeutics when compared to small molecule modalities, according to Clinical Development Success Rates and Contributing Factors 2011-2020, a study of over 9,000 clinical development programs published by PharmaIntelligence. These factors have led to substantial investment in antibody discovery, which we believe will continue to expand the total addressable market for antibody discovery technologies.

Despite industry momentum that has resulted in an overall increase in the number of antibody therapeutic approvals per year, drug discovery and development has become increasingly fragmented, outdated and non-robust. While many biotechnology companies bring a focused approach to science, their biological hypotheses are often tested utilizing suboptimal antibody discovery methods due to reliance on legacy technologies. Meanwhile, many larger companies have also continued to rely on legacy technologies, often due to the inability to selectively integrate newer technologies at their facilities or because the benefits of technological updates are limited by outdated workflows. Additionally, outsourced technologies that have tried to address these shortcomings often lack flexibility. These legacy approaches are burdened with critical disadvantages including low antibody diversity, lengthy discovery timelines, limited functional parameter data, excess costs or lack of flexibility.

We believe that by eliminating the need for each company to build a comprehensive antibody discovery engine, we can unlock innovation and value across a broad network of partners. Many emerging and established life sciences companies have been built around technologies that focus on a single or a limited number of steps in the discovery process, including antigen design, transgenic animal platforms, single-cell analysis, sequencing, bioinformatics, and proprietary assays. We believe our comprehensive, biologically-driven technology platform provides the industry with a cutting-edge solution for all critical components of the antibody discovery continuum. By providing leading antibody discovery solutions to the industry, we aim to increase the probability of success, reduce costs and shorten development timelines for our partners.

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As depicted in Figure 1 below, our technology platform is a suite of integrated technologies designed to discover a wide range of high-quality therapeutic antibodies that leverage the inherent diversity produced by our transgenic animals.

Figure 1: The OmniAb Technology Platform

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Our technologies within the OmniAb platform improve the productivity and efficiency of each step of the discovery process:

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Create Diverse Antibody Pools. We believe generating large and diverse pools of high-quality antibodies increases the likelihood of discovering the antibody with the most desirable therapeutic characteristics. At the heart of the OmniAb technology platform is the Biological Intelligence of our proprietary transgenic animals, technology that we own. Our animals have been genetically modified to produce a large number of naturally optimized, high-quality, fully-human antibodies. We offer the industry’s only four-species platform to address a wide range of biological challenges facing our partners in their antibody discovery efforts. We pair our Biological Intelligence with computational antigen design to generate robust antibody responses to biological targets, including but not limited to difficult and complex targets such as ion channels, G protein-coupled receptors (GPCRs), transporters, and other transmembrane proteins. Our antigen design technology includes transmembrane and cell-surface protein technology that we own or exclusively license.

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Screen Antibody Candidates. Our proprietary xPloration microcapillary technology, which we own or license, and Gel Encapsulated Microenvironment (GEM) technology, which we own, screen pools of antibody-secreting B cells at a single-cell level to quickly identify antibodies in as little as a few hours, saving weeks compared to traditional technologies. xPloration characterizes tens of millions of antibody producing cells on multiple parameters, then leverages AI to analyze immense amounts of phenotypic data to automatically select and rank thousands of promising therapeutic candidates. Our industry-leading throughput allows for the discovery of rare antibodies that may otherwise be missed with traditional technologies.

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Identify the Right Antibody. Our discovery teams are able, as needed, to work closely with partners to identify the right antibody for a particular target profile. Antibody candidates identified through our screening technologies are further characterized through a cascade of performance assays. The data from multi-parameter screening and performance assays is used in combination with bioinformatics to analyze the antibody repertoire and enable our partners to select the right antibody.

In addition to our antibody discovery solutions, we possess extensive biological capabilities focused on ion channels, transporters and x-ray fluorescence. Ion channels and transporters are key components in a

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wide variety of biological processes and have broad therapeutic applicability across cancer, metabolic disease, pain, neurological diseases, infectious diseases and others. In the search for new drugs, ion channels are a frequent, but challenging target. We believe our capabilities in the ion channel area are leverageable for both small molecule and antibody approaches to therapeutic development.

We partner with pharmaceutical and biotechnology companies that vary in size, clinical stage, geography and therapeutic focus. Our license agreements are negotiated separately for each discovery partner, and as a result, the financial terms and contractual provisions vary from agreement to agreement. We structure our license agreements with partners to typically include: (i) payments for technology access and payments for performance of research services; (ii) downstream payments in the form of preclinical, intellectual property, clinical, regulatory, and commercial milestones; and (iii) royalties on net sales of our partners’ products, if any. We succeed when our partners are successful and our agreements are structured to align economic and scientific interests. As of June 30, 2022, we had 64 active partners with 275 active programs using the OmniAb technology, including 25 OmniAb-derived antibodies in clinical development by our partners and two approved products of our partners in China. An active program is counted once an antigen is introduced into our animals and remains so as long as the program is actively being developed or commercialized. An active partner is counted if such partner has an active program or has executed a license agreement in advance of initiating an active program. As of June 30, 2022 and 2021, our partners with active antibody programs included Amgen, Boehringer Ingelheim, Genmab, Janssen, Merck KGaA, Pfizer, Sanofi, and Seagen, among others. In addition, we work with academic partners including The Scripps Research Institute, Oxford University, University of Maryland, and the Wistar Institute.

For the years ended December 31, 2021, 2020 and 2019, our revenue was $34.7 million, $23.3 million and $18.3 million, respectively. For the three and six months ended June 30, 2022, our revenue was $7.2 million and $16.8 million, respectively. For the three and six months ended June 30, 2021, our revenue was $5.6 million and $13.2 million, respectively. For the years ended December 31, 2021, 2020 and 2019, our net loss was $(27.0 million), $(17.6 million) and $(13.6 million), respectively. For the three and six months ended June 30, 2022, our net loss was $(10.3) million and $(16.6) million, respectively. For the three and six months ended June 30, 2021, our net loss was $(8.6) million and $(16.1) million, respectively. Historically, our revenue has been derived from payments for technology access, collaborative research services and milestones. We believe the long-term value of our business will be driven by partner royalties as such payments are based on global sales of potential future partner antibodies, which generally provide for larger and recurring payments as compared to technology access, research and milestone payments. While in the first half of 2022, we recognized royalty revenue from our partner’s sales of zimberelimab and sugemalimab in China, we believe our revenue will be materially driven by milestones, in the shorter term, and by royalties, in the longer term, from our partnered programs in the United States and Europe. However, drug discovery and development has significant uncertainty in timing and likelihood of reaching marketing authorization, and we cannot be certain when, if at all, royalty payments will be a material portion of our revenue. Furthermore, we do not control the progression, clinical development, regulatory strategy or eventual commercialization of antibodies discovered using our platform, and as a result, we are entirely dependent on our partners’ efforts and decisions with respect to such antibodies.

Our Strategy

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Enable discovery of high-quality antibody candidates through our platform. We have a technologically differentiated platform that provides our partners with end-to-end antibody discovery capabilities, as well as customized solutions for individual steps of the antibody discovery process. We believe that pairing the power of Biological Intelligence built into our proprietary transgenic animals with our high-throughput screening technologies will continue to enable the discovery of high-quality, fully-human antibody therapeutic candidates for a wide range of diseases.

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Expand upon our existing partnerships. We have 64 active partners as of June 30, 2022, consisting of pharmaceutical and biotechnology organizations, varying in size, clinical stage, geography and

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therapeutic focus. We intend to continue to identify and capture new opportunities with existing partners by building upon our trusted relationships. The quality and breadth of our platform enables our partners to succeed in new campaigns and has also enabled them to pursue programs that would otherwise not be pursued due to technical challenges. In addition, collaboration between our scientists and partners has expanded partners’ usage to other offerings within our technology platform, such as bispecific, screening, and antigen technologies.

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Increase the number of our partnerships. We intend to forge new partnerships with pharmaceutical and biotechnology companies focused on antibody development. We plan to continue to gain new customers through increased business development activities, and through continued technological expansion. We also intend to increase the number of partnerships with smaller early-stage biotechnology companies by offering flexible deal structures and offerings. Through continual investment and expansion of our capabilities, we believe we have the opportunity to further enable our partners to capture additional value from our technologies.

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Further our technological differentiation through intelligent expansion. We employ a methodical and deliberate approach to expanding our technology platform. Serving a broad partner base has provided us a unique insight into the needs and direction of the industry, and we continue to leverage this insight for our decision-making. In recent years, we have successfully integrated a number of technology acquisitions covering antigen generation, additional animal species, deep screening capabilities, and ion channel expertise. We intend to continue to invest in enabling technologies and evaluate strategic technology acquisitions to broaden our capabilities in the antibody discovery continuum.

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Drive partner adoption through a customizable and flexible offering. We meet our partners’ specific needs by offering access to all or certain components of our technology platform. Some partners prefer integrated end-to-end discovery capabilities, while others prefer to use our technologies within their own labs. This flexibility not only provides value to our partners, but it allows for greater scalability of our business since we do not have to build capacity for partners that prefer to use some of their own resources in the process. This approach helps increase the partnership funnel and provides an initial forum for us to expand our relationship moving forward.

Our Key Competitive Strengths

We believe the following capabilities and competitive strengths will enable us to become the partner of choice for antibody discovery:

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A discovery platform with a track record of success. As of June 30, 2022, our partners had generated 25 unique antibodies using our platform that our partners have progressed into the clinic, of which 23 are in clinical trials for initial marketing approval and two have been approved for marketing in China. We believe that clinical success, including regulatory approval, has demonstrated our platform’s capability to successfully discover antibodies and reduced the technical risk associated with our technology, which may lead to new partnerships and expansion of existing partnerships. In addition, our large portfolio of 275 active partnered programs demonstrates our successful track record of partnering.

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A complete antibody discovery solution, leveraging proprietary and differentiated technologies. We have built a cutting-edge end-to-end antibody discovery solution using state-of-the-art genetic engineering technologies. Our technology platform includes a suite of next-generation transgenic animals, computationally powered antigen design, high-throughput microcapillary single-cell analysis, next-generation sequencing, proprietary assays and bioinformatics. Our end-to-end solution allows us to efficiently generate and deliver lead antibodies for our partners’ development efforts.

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Proprietary Biological Intelligence that is designed to yield one of the industry’s most diverse set of high-quality antibodies. Not all genetically engineered antibody discovery technologies are created equal. Each host animal provides a distinct immune response profile, and we believe the availability of multiple species provides an increased probability of success to find the ideal therapeutic candidate. Our animals have been genetically modified to produce naturally optimized, high-quality, antibodies with human sequences. Our technologies were developed by industry leaders in genetic engineering

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to elicit strong immune responses not only to biologically validated targets but also to the most difficult targets. Our team of world-renowned genetic engineers continue to work on next-generation transgenic animals to address industry challenges. To our knowledge, we are the only four-species platform with a transgenic rat, mouse, and chicken, as well as cow antibody humanization technology.

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Rapid deep sequencing of immune repertoires. Our xPloration and GEM technologies can screen tens of millions of cells and recover thousands of antibody-secreting B cells for further analysis in a matter of hours. Our technologies generate multidimensional profiling data on a single-cell level that provides higher resolution. To our knowledge, xPloration has the industry’s highest screening and recovery throughput of single-cell deep profiling and sorting platforms. This throughput enables us to capture a significant portion of the antibody repertoire, including rare cells that might be missed with traditional or competing systems. We believe these technologies combined with our OmniAb transgenic animals reduce timelines, costs and technical risk associated with traditional antibody generation methods.

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Ion channel target capabilities. We have extensive biological capabilities focused on ion channels and transporters, along with an established track record in novel drug discovery from screening to lead optimization. These capabilities provide novel reagent generation and proprietary assays that can support OmniAb antibody discovery programs and other therapeutic modalities which can be accessed by partners as part of the OmniAb Technology Platform when pursuing targets.

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Diversified and scalable business model. Our business is built on the success of our partners and the strength of our technology. Our business applies to a broad universe of potential partners and aligns with their economic and scientific interests. Furthermore, our technologies are modular whereby each step feeds into the next, creating a complete and scalable solution. Certain of our technology can also be used directly by our partners, enhancing the flexibility of our offerings. We believe this capital-efficient model allows us to build a diversified portfolio of royalty streams that reach far into the future therapeutic antibody market. Because we focus on improving the process of drug discovery, we will continue to make critical investments in technology that benefit the entire industry.

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Robust IP portfolio with multiple long duration patent families. Our patent portfolio reflects our innovative position and end-to-end capabilities in antibody discovery, including antigen design, transgenic animals, microcapillary single-cell screening, and ion channel assays. As of August 15, 2022, we have 318 issued patents with expiry dates to 2039, and 153 pending patent applications worldwide. Our license agreements with our partners are often structured with royalties that are linked to the patents for the antibodies discovered using OmniAb, thereby creating royalty rights that extend longer than our current technology patent coverage.

Industry Background

Antibodies: 500 Million Years of Immune System Evolution

Antibodies are blood proteins produced by the adaptive immune system in response to a specific foreign antigen. Antibodies bind to substances which the body recognizes as foreign, such as bacteria, viruses, cancer cells, and proteins in the blood. Antibodies can also be used to target cell surface proteins critical to biological functions and disease.

The immune system creates antibodies through a process of random shuffling of DNA fragments known as V(D)J recombination. During this process two separate genes, referred to as the heavy and light chain, are assembled to create a Y-shaped antibody protein. The shuffling of these DNA fragments, as well as random DNA insertions, deletions and edits, results in over 100 trillion different antibody possibilities.

At any one time, the human body typically has approximately one billion different antibodies circulating in the bloodstream. Each antibody is created by one immune B cell. When antibody expressing B cell binds to an antigen, the B cell quickly proliferates and differentiates into a family of closely related cells producing slightly differentiated antibodies. This iterative process preferentially selects antibodies that are naturally optimized to be most effective in neutralizing the specific antigen.

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This process, referred to as in vivo affinity maturation, has evolved over 500 million years to naturally select antibodies that are optimized for their intended function. Antibodies discovered from natural immune systems generally have favorable therapeutic characteristics, such as high specificity, limited off-target toxicity, superior immune stimulation, and the ability to modulate half-life circulation in serum. Despite man-made technologies that try to imitate the natural selection process, over 90% of approved therapeutics are derived from natural immune systems. Our OmniAb transgenic animals take advantage of the immune system’s ability to produce high-quality antibodies, and have been genetically modified so the antibodies generated have human sequences.

The evolutionary divergence of different species has resulted in some animals developing unique mechanisms that increase their immune system effectiveness to certain antigens. Each species taps a signature combination of antigen recognition, diversification mechanisms, and distinct structural features that support survival in the face of persistent exposure to evolving environmental threats. Our four-species platform harnesses these characteristics, while maintaining the human genetic sequences needed to generate diverse pools of high-quality, fully-human therapeutic antibodies that fit almost any discovery campaign.

Market Opportunity

According to Vaccines journal, antibodies are among the fastest growing class of drugs and are used across many therapeutic areas, including oncology, inflammation and neurodegeneration. EvaluatePharma data indicates that monoclonal antibodies have represented the majority of the top 10 bestselling drugs over the last five years. In 2021, approved antibody-based therapeutics accounted for over $215.0 billion in sales, according to data published by La Merie Publishing. Also according to La Merie Publishing, in 2021, 49 antibody therapeutics reached blockbuster status with sales higher than $1.0 billion, up from 41 antibodies in 2020. Furthermore, Fatpos Global estimates that antibody-based therapeutic sales are expected to grow to approximately $365.0 billion by 2030.

Despite advances in other therapeutic modalities, investment in antibodies has accelerated over the past decade, which has translated into clinical productivity and ultimately new drug approvals. According to data from the Antibody Society, the number of antibodies in the clinic has increased at an estimated 11% CAGR from approximately 500 in 2015 to approximately 950 in 2021. The expansion of clinical development has led to an accelerating pace of regulatory approvals as depicted in Figure 3 below. The FDA approved the first therapeutic antibody in 1986. By 2015, the FDA approved its 50th antibody, and 6 years later in 2021, approved its 100th antibody. As of June 30, 2022, we estimate that there were over 100 approved antibody therapeutics in the U.S. and EU. As of June 30, 2022, we estimate that 20 antibodies were under review for approval by the FDA or the EMA.

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toxicity, low immunogenicity, superior immune stimulation and the ability to modulate half-life circulation in serum. Industry statistics suggest that these properties have also translated to an increased probability of success relative to other modalities. According to PharmaIntelligence’s Clinical Development Success Rates and Contributing Factors 2011-2020, which summarizes a study of over 9,000 drugs being developed for the U.S. market, monoclonal antibodies and monoclonal antibody conjugate drugs have had an approximately 12% likelihood of receiving market authorization from the start of Phase 1 clinical trials. This is higher than the success rate of small molecule modalities, which had an approximately 8% likelihood of receiving market authorization from the start of Phase 1 clinical trials in the United States.

Our business model allows us to participate in the high growth antibody therapeutic market through technology access fees and services fees, as well as downstream success-based payments in the form of milestones and royalties on therapeutic candidates that have been discovered using our platform. As of June 30, 2022, we had 64 active partners with 275 active programs using the OmniAb technology, including 25 OmniAb-derived antibodies in clinical development by our partners and two approved products of our partners in China.

Existing Industry Limitations

Despite industry momentum which has resulted in an overall increase in the number of antibody therapeutic approvals per year, drug discovery and development has become increasingly fragmented, outdated and non-robust.

Reduced large pharmaceutical investment has intensified fragmentation and created ripple effects for small biotechnology companies due to reduced investment in enabling technologies. While many of these biotechnology companies bring a focused approach to science that prioritizes nimble movement and efficient decision making, their biological hypotheses are often tested utilizing suboptimal antibody discovery methods due to reliance on legacy technologies. Meanwhile, many larger companies have also continued to rely on legacy technologies for many processes related to antibody discovery, often due to the inability to selectively integrate newer technologies at their facilities or because the benefits of technological updates are limited by outdated workflows. Key examples of the frequently utilized legacy technologies and their shortcomings include:

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Humanized wild-type antibodies. This process has been utilized over the last 25 years and attempts to capture the benefits of natural antibody optimization. However, the process that converts the animal antibody into a human format introduces conformational changes that impact the desired therapeutic properties of the antibody and may cause immunogenicity concerns.

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First generation transgenics. Earlier transgenic systems demonstrated proof-of-concept and did deliver therapeutic antibodies, however it became apparent that flaws in transgene design limited the robustness of immune responses from these animals. In addition, other technical issues, legacy agreement structures and industry consolidation presented further obstacles for the access to and use of the early platforms.

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Display technology. The commonly utilized technologies were invented over 35 years ago and do not benefit from in vivo affinity maturation and optimization. Some display libraries are engineered to capture benefits from natural immune systems, however they still carry limitations including loss of the heavy and light chain pairing, need for high quality soluble antigen, and they often require downstream sequence optimization for high production in a mammalian manufacturing cell line.

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Hybridoma screening. This method has been utilized for over 45 years and results in a loss of over 99% of antibody diversity, drastically reducing the pool of potential therapeutic candidates to choose from.

There is a significant and growing disparity between today’s widely used legacy antibody discovery tools and the latest advances in antibody discovery technologies. Despite the increased investment into antibody drug development, there is often a slow adoption of newer technologies due to the lack of flexibility integrating these technologies into existing workflows. These existing industry approaches are burdened with critical disadvantages including low antibody diversity, lengthy discovery timelines, limited functional parameter data, excess costs and lack of flexibility.

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Our Platform

Our OmniAb technology platform is designed to enable the efficient discovery of high-quality, fully-human antibodies for a wide range of diseases. This platform aims to overcome the existing industry challenges and provides our partners access to antibody candidates based on unparalleled biological diversity that are optimized through tight integration across a full range of discovery technologies. These technologies include computationally powered antigen design, transgenic animals, high-throughput microcapillary single-cell analysis, next-generation sequencing, proprietary assays and bioinformatics. We believe that by providing our partners with access to these technologies we will ultimately shorten the discovery timelines, reduce costs, and increase the probability of success.

Our investments in our technologies are methodical and deliberate, with the goal to continue to provide our partners with the most cutting-edge technologies to solve the biggest challenges in antibody discovery. Our technologies are modular and sequential, creating a complete and scalable solution. These technologies also can be individually integrated into our partners internal or external workflows, which allows us to provide our partners with both integrated end-to-end discovery solutions and highly customizable, program-by-program offerings, which address critical industry challenges and provide our partners with optimized antibody discovery solutions. As depicted below, our technology platform is a suite of integrated technologies designed to discover a wide range of high-quality therapeutic antibodies that leverage the inherent diversity produced by transgenic animals and high throughput single-cell screening.

Our technologies within the OmniAb platform improve the productivity and efficiency of each step of the discovery process:

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Create Diverse Antibody Pools. We believe generating large and diverse pools of high-quality antibodies increases the chances of discovering the antibody with the most desirable therapeutic characteristics. At the heart of the OmniAb technology platform is the Biological Intelligence of our proprietary transgenic animals, technology that we own. Our animals have been genetically modified to produce a large number of naturally optimized, high-quality, antibodies with human sequences. We offer the industry’s only four-species platform to address a wide range of biological challenges facing our partners in their antibody discovery efforts. We can pair our Biological Intelligence with computational antigen design to generate robust antibody responses to biological targets, including but not limited to difficult and complex targets such as ion channels, GPCRs, transporters, and other transmembrane proteins. Our antigen design technology includes transmembrane and cell-surface protein technology that we own or exclusively license.

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Screen Antibody Candidates. Our proprietary xPloration microcapillary technology, which we own or license, and GEM technology, which we own, screen antibody pools at a single-cell level to

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quickly identify antibodies in as little as a few hours, saving weeks compared to traditional technologies. xPloration screens tens of millions of immune cells on multiple parameters, then leverages AI to analyze immense amounts of phenotypic data to automatically select and rank thousands of promising therapeutic candidates. Our industry-leading throughput allows for the discovery of rare antibodies that may otherwise be missed with traditional technologies.

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Identify the Right Antibody. Our discovery teams are flexibly positioned to work closely with partners to identify the right antibody for a particular target profile. Antibody candidates identified through our screening technologies are further characterized through a cascade of performance assays. The data from multi-parameter screening and performance assays is used in combination with bioinformatics to analyze the antibody repertoire and enable our partners to select the right antibody.

Create Diverse Antibody Pools

We believe generating large and diverse pools of high-quality antibodies increases the chances of discovering the antibody with the most desirable therapeutic characteristics. We have assembled a suite of transgenic animal and antigen technologies that are designed to generate a large and diverse pool of high-quality antibodies. The heart of the OmniAb technology platform is the Biological Intelligence of our proprietary transgenic animals, including OmniRat, OmniMouse, and OmniChicken, that have been genetically modified to generate antibodies with human sequences which are naturally optimized through in vivo affinity maturation. We combine our transgenic animals with proprietary antigen technology and immunization techniques to generate high-quality antibodies for even the most difficult biological challenges. The various OmniAb animal technologies are depicted in Figure 4 below.

Figure 4: OmniAb Animal Technologies

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We believe that natural antibodies are superior to other antibody generation methods due to the immune system’s ability to naturally select quality, and already optimized antibodies through a process that has evolved over 500 million years. According to the TAB Database of Therapeutic Antibodies, as of December 30, 2021, over 90% of all approved antibody drugs had been derived from natural immune systems, which we believe is due to their superior drug-like properties. The evolutionary divergence of different species has resulted in some animals developing unique mechanisms that increase their immune system effectiveness to certain antigens. Our four-species platform harnesses these characteristics, while maintaining the human genetic sequences needed to generate diverse pools of high-quality, fully-human therapeutic antibodies that fit almost any discovery campaign.

Our team of world-renowned scientists use a variety of gene editing techniques to alter the genomes of animals to produce antibodies that use human sequences, while retaining the animal’s ability to illicit a strong immune response to antigen. We then set up breeding colonies of our genetically modified animals for use in partner’s discovery efforts. While there are several options when considering transgenic mice, OmniAb is the only four-species platform, with the world’s only transgenic mouse, rat, chicken, and cow antibody humanization technology. Each animal has unique characteristics which address key challenges in antibody discovery.

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We pair our animal technologies with antigen design to further enhance the robust antibody repertoires for antibody campaigns. Ab Initio offers antigen design technology, which we own or exclusively license, for production of challenging therapeutic targets. Most drug targets are membrane proteins which are inherently unstable and challenging to investigate. The technology produces full-length membrane proteins, including multi-Tm proteins, such as ion channels and GPCRs, the largest class of therapeutic drug targets. Our antigen production works in tandem with our therapeutic antibody discovery platform, providing access to high-quality membrane protein antigens for immunization campaigns. Guided by molecular modeling and protein design capabilities, our antigen design team manages the cloning, expression, purification, reconstitution, and quality control of purified native-conformation membrane proteins for immunization and screening purposes. Antigens can be prepared in particular conformations with protein or small molecule conformational chaperones. The range of accessible antigen formats improves the probability of success in generating robust immune response with desired specificities from any of the OmniAb animals.

Collectively, we believe our transgenic animal and antigen technologies provide the foundation for a successful drug discovery campaign.

Screen Antibody Candidates

Finding the best antibody means finding the best antibody producing cell. Each antibody is made by an antibody producing cell, known as a B cell, that contains the genetic sequence that encodes its unique antibody. When presented with an antigen, the immune system will respond by creating millions of different antibodies and preferentially selecting antibodies that best neutralize the perceived threat. These large antibody pools can present a challenge in identifying the antibodies with the most optimal candidate drug profiles from millions of possibilities.

In addition to the enormous number of different antibodies generated, individual B cells are microscopic, generate only a miniscule amount of antibody protein, and are difficult to grow in culture conditions. The amount of antibody produced by an individual B cell is too small to be tested directly in conventional 96-well plates. Because of this, scientists have relied on the hybridoma method for antibody discovery for the past 45 years. During this process, B cells are fused with a certain type of cancer cell, which immortalizes the B cell allowing them to be grown into sufficient quantities for the antibodies to be tested in conventional 96-well plates. This process takes approximately 8 to 12 weeks, and is extremely inefficient, leading to losses of 99.9% of the relevant immune diversity from the beginning of the process. Despite these significant limitations, hybridoma remains a commonly used technology in the industry.

We analyze B cells individually using microcapillaries and industry leading throughput with our proprietary xPloration and GEM platforms. The xPloration platform is an AI-powered single-cell microcapillary platform that provides multi-dimensional profiling data on tens of millions of cells. Our proprietary technology uses a chip with 1.5 million microscopic capillaries that are loaded with B cells. Chips are processed through automated imaging, then AI-powered algorithms analyze and identify thousands of B cells that express antibodies with the desired characteristics. Our AI algorithms are empowered by the industry leading LandingLensTM platform developed by Landing AI. Using technology we own or license from Stanford University, thousands of AI-selected B cells are recovered within minutes using lasers that break the capillary forces and drop the B cell into wells for sequencing. The whole process can screen up to 40 million cells and recover thousands of paired sequences all within a few hours.

We believe the xPloration platform represents industry-leading screening and cell recovery. The screening throughput enables the discovery of rare cells that would be missed with other systems that only evaluate a small sliver of the repertoire.

Identify the Right Antibody

Both xPloration and GEM identify potentially thousands of therapeutic antibody candidates which must then be narrowed to a small number of lead candidates. Our OmniAb team is flexibly positioned to work directly with partners to develop work plans and screening cascades that are customized to their antibody design specifications. We also assist our partners in their own downstream activities to ultimately find the right antibody for further development. Paired chains are cloned in high throughput and expressed

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as recombinant antibodies in a variety of format options for confirmation and further characterization. Assays include high throughput epitope binning and kinetics analysis, and target-specific functional assays. Functional data combined with the large amounts of data generated from xPloration provide a comprehensive view of the immune response and allow our partners to select antibodies with even the most stringent design criteria.

Often the right antibody must be further modified to enhance certain desired characteristics in a process known as antibody optimization. Introducing changes to the DNA sequence that enhance one characteristic, can be detrimental to others. This results in a process that is lengthy, costly, and reliant on trial-and-error experimentation. We believe many of these challenges are averted by using natural immune systems that have evolved over 500 million years to naturally selects antibodies that are optimized for their intended function. Our antibody pools are large, diverse, and full of high-quality antibodies that provide our partners with a significant number of fully optimized leads. In the most challenging discovery programs, our team can provide hit expansion through xPloration deep dives and/or NGS data mining to identify variants of confirmed clones with improved affinity, improved manufacturability, or other favorable characteristics, while avoiding the time and technical risk associated with traditional optimization methods.

In situations where characteristics need to be improved beyond what is available in the repertoire, we can filter sequence variants through a battery of in silico evaluations to remove sequences with liabilities or potential developability problems, and potentially improve potency. Optimized sequences are then re-expressed in antibody format of choice and performance is further evaluated in analytical and bioassay evaluation to create a ranked list of potential leads.

Our Partnership Business Model

We partner with pharmaceutical and biotechnology companies that vary in size, clinical stage, geography and therapeutic focus. Our partners have access to wide repertoires of antibodies and state-of-the-art screening technologies designed to enable efficient discovery of next-generation novel therapeutics and deliver high-quality therapeutic antibody candidates for a wide range of diseases. Our partners can select a target and define the antibody properties needed for therapeutic development or use certain of our technologies directly in their own laboratories. We typically structure our license agreements with each partner so that they are indifferent to the species used to generate antibodies. To the extent our partners request us to provide additional discovery work beyond screening, we capture additional fees either in terms of upfront payments or downstream via additional milestones or royalties.

Our license agreements with partners typically include: (i) upfront or annual payments for technology access and payments for performance of research services; (ii) downstream payments in the form of preclinical, intellectual property, clinical, regulatory, and commercial milestones; and (iii) royalties on net sales of our partners’ products, if any. We succeed when our partners are successful and our agreements are structured to take advantage of the upside of approved antibody therapeutics. As of June 30, 2022, we had 64 active partners, with 275 active programs. Of these, three of our active partners are developing a total of four active programs with fully paid licenses and no remaining downstream success-based payments. Our license agreements typically include annual reporting requirements which provide us updates from our partners on the status of their programs. In addition, we track our active partnered programs by reviewing our partners’ public announcements and maintaining close communications with our partners to the extent possible. In some instances, a partner may not publicly announce milestones in which case we are generally dependent on our partners to track and disclose milestones at the time of achievement. Our license agreements are typically terminable by our partners without penalty with specified notice. However, all milestone payments and royalties survive termination and continue with respect to any OmniAb-derived antibodies. The royalty term is typically the longer of 10 years from the first commercial sale or through the last expiration in any jurisdiction of the patents covering such OmniAb-derived antibody. We believe the long-term value of our business will be driven by downstream royalty payments. Our typical royalty rates for antibody discovery contracts are currently in the low- to mid-single digits, and can vary depending on other economic terms in the agreement. Although our license agreements typically include technology access fees, milestone payments and royalties, each agreement is negotiated separately and as a result, the financial terms and contractual provisions vary from agreement to agreement. By providing a full suite of antibody discovery technologies with streamlined economics, we believe we offer an attractive option to industry stakeholders that are often forced to pay multiple royalty obligations for enabling technologies.

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Figure 5 below shows the growth in active partners, active programs and clinical programs since our acquisition by Ligand in January 2016 and the number of programs that have entered clinical trials. As of June 30, 2022, we estimate our partners have started over 500 antibody discovery campaigns, and we estimate there are currently 275 active antibody programs. An active program is counted once an antigen is introduced into our animals and includes active clinical programs and approved products. An active partner is one that has an active program or has executed a license agreement in advance of initiating an active program. Active clinical programs represents the number of unique programs for which an IND or equivalent under other regulatory regimes has been filed based on an OmniAb-derived antibody and which are in clinical development. Approved products represents an OmniAb-derived antibody for which our partner has received marketing approval. We do not include academic partners with a license to the OmniAb platform in our active partner count.

Figure 5: Active Partners, Active Programs, and Active Clinical Programs and Approved Products

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*Active programs not tracked prior to acquisition of Open Monoclonal Technology, Inc. in January 2016.

Our partners’ active clinical programs include monoclonal and bispecific antibodies discovered using OmniRat, OmniMouse, OmniFlic, or OmniChicken and target a range of therapeutic indications including oncology, immunology, and metabolic disorders. As our partners’ discovery and preclinical programs continue to mature, we expect the number of OmniAb-derived antibodies in clinical development by our partners to expand to include antibodies discovered using our newer OmniClic and OmniTaur technologies.

Our Technology

The foundational technologies that power our OmniAb Technology Platform are described below:

OmniRat

OmniRat was launched in 2012 and is the first example of a successful knock-out of the endogenous rat immunoglobulin genes coupled with transgenesis of human counterparts. OmniRat produces a diverse repertoire of antibodies with human idiotypes and immunological characteristics that are comparable to antibodies from wildtype animals. OmniRat provides cross-reactivity against a mouse, which may streamline preclinical development by obviating the need for surrogate antibodies, and thereby may decrease clinical risks. The OmniRat has been engineered to contain functional recombinant immunoglobulin loci, use genes with similar frequency as humans, and rearrange functional human immunoglobulin genes. The animals are bred on a mixed genetic background to further diversify the antibody repertoire and feature different light chain isotypes which is designed to provide flexibility around partners’ needs and technology. The OmniRat shows high expression, normal human CDR-H3 length distribution, and normal hypermutation

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and affinity maturation. As of June 30, 2022, there are two approved OmniRat-derived antibodies and 16 additional antibodies in clinical development by our partners.

OmniMouse

OmniMouse was launched in 2014, and we designed this technology using the same transgenes as OmniRat to deliver fully human antibodies utilizing standard mouse-based protocols. OmniMouse expands the sequence diversity of our rat-based platforms (OmniRat and OmniFlic), offering easy conversion from wildtype mice while utilizing the same protocols. OmniMouse produces a diverse repertoire of antibodies with human idiotypes and provides a complementary murine system for additional sequence diversity. Like OmniRat, OmniMouse is currently bred to generate a mixed genetic background to further increase sequence diversity. For partners who prefer to work with mice, OmniMouse provides a rapid solution to deliver fully-human antibodies. As of June 30, 2022, there are two OmniMouse-derived antibodies in clinical development by our partners.

OmniChicken

OmniChicken was launched in 2016 and is the first successfully engineered bird with an immune system that can efficiently generate human sequence antibody repertoires for the discovery of therapeutic antibodies. OmniChicken and OmniClic, our bispecific transgenic chicken platform, offer affinity matured antibodies in an evolutionarily distant chicken host environment. As depicted in Figure 6 below, more than 300 million years of evolutionary distance drives divergence between mammalian and avian orthologs, which are genes in different species that evolved from a common ancestral gene by speciation. This evolutionary distance enables generation of a diverse repertoire of antibody panels to highly conserved therapeutic target antigens that are not immunogenic in mammals.

OmniChicken features a high level of functional diversity, with sequence diversity focused on the CDR regions, while maintaining conserved, well-validated human framework regions. OmniChicken antibodies bind to diverse epitopes on human targets with high affinity, and therefore we believe offer excellent developability profiles. As of June 30, 2022, there is one OmniChicken-derived antibody in clinical development by our partners.

Figure 6: OmniChicken Yields Greater Antibody Diversity

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Due to the phylogenic evolutionary distance between humans and chickens, the OmniChicken can generate an immune response against targets that are not immunogenic in mammals.

OmniTaur

OmniTaur was launched in 2020 and provides cow-derived ultralong CDR-H3 antibodies with a human framework. CDR-H3 is the region of the antibody that makes primary contact with the target and ultralong CDR-H3 antibodies have been shown to bind to targets with deep or cryptic epitopes. We believe these antibodies could be leveraged for a variety of targets with cryptic epitopes which may be difficult to

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reach with conventional antibodies, including channel blockers, ion channels, transporters, and viral proteins. As depicted below in Figure 7, OmniTaur features a fully human variable framework, and a CDR-H3 region, which we believe makes OmniTaur antibodies well suited for therapeutic development.

Figure 7: Cow Antibodies Have Unique Characteristics for Binding Cryptic Epitopes

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OmniChicken with cow-inspired properties (in development)

We are currently developing a next generation OmniChicken with cow-inspired CDR-H3 motifs. If successful, this will combine the OmniChicken’s ability to generate antibodies against highly conserved targets, with OmniTaur’s ability to target highly cryptic epitopes. We believe these combined benefits may enable antibody discovery for a number of high-value targets that are undruggable with today’s technologies.

Bispecific antibody platforms

We offer the only rat and chicken platform for generation of bispecific antibodies. Although bispecific antibody drugs have been researched for more than 30 years, only a limited number of bispecific antibodies have achieved regulatory approval. There are very few successful examples of large-scale manufacturing for a bispecific antibody, and the “common light chain format” is a technology designed to simplify and improve the efficiency of the production and purification of a whole IgG — type bispecific antibody. Our bispecific antibodies are IgG antibodies, with a common light chain and different heavy chains. Common light chain antibodies allow for combining targeting arms for bispecific and multi-specific antibodies without the complexity of correct heavy and light chain pairing. Using this IgG format, the bispecific function can be introduced while maintaining the natural shape of the antibody. Both OmniFlic, our bispecific rat, and OmniClic, our bispecific chicken, express the same light chain which enables the formation of bispecific therapeutics through the combination of antibodies generated from either platform.

We believe that the characteristics of our platforms offer several advantages over current generation bispecific antibody technologies. To generate bispecific antibodies, we conduct parallel immunizations with two antigens and then engineer the two targeting arms of the antibody as depicted in Figure 8 below. We then use functional screening to identify heavy chain pairs with balanced affinities for their targets and support robust purification of the bispecific antibodies for manufacturing purposes.

OmniFlic (Bispecific rat platform)

OmniFlic was launched in 2014 and is a fixed light-chain variation of OmniRat. The OmniFlic transgenic rat expresses a fixed VK3-15 light chain. OmniFlic features the same heavy chain transgene as OmniRat, which generates diverse repertoires upon immunization. OmniFlic is a fixed light-chain transgenic rat developed to facilitate the generation of bispecific antibodies. As of June 30, 2022, there are three OmniFlic-derived antibodies in clinical development by our partners.

OmniClic (Bispecific chicken platform)

OmniClic was launched in 2019 and is a common light-chain transgenic chicken developed to facilitate the generation of bispecific antibodies. OmniClic was engineered to focus sequence diversity on the CDRs

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of the VH domain. OmniAb expresses the VH3-23 and VK3-15 light chains, with a modified light chain transgene to minimize diversification.

Figure 8: Bispecific antibody platforms

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Our bispecific antibodies are IgG, antibodies, with a common light chain and different heavy chains. To generate these antibodies, we conduct parallel immunizations with two antigens and then engineer a bespoke version of the transgenic platform to generate a diverse set of heavy chains and ultimately bispecific therapeutic antibodies.

HCO chicken (in development)

OmniAb scientists are currently developing a next generation OmniChicken designed to express antibodies comprised of principally heavy chains, without the light chains found in conventional IgG antibodies, also referred to as heavy chain only (HCO) antibodies. In addition to other unique benefits and uses, HCO antibodies, similar to common light chain antibodies, can be used to generate bispecific and multispecific antibodies while avoiding the complexity of correct heavy and light chain pairing. HCO antibodies resemble camelid antibodies, which are smaller than conventional antibodies, allowing for the targeting of cryptic epitopes.

Screening Technologies

We believe that the xPloration platform offers greatly improved screening and cell recovery compared to other leading, commercially available single-cell multi-dimensional profiling technologies. The xPloration screening throughput is designed to enable the discovery of rare cells that would likely be missed with other systems that are only able to evaluate a small sliver of the repertoire. We pair this with next-generation sequencing to further expand the repertoire for potential hit expansion downstream if necessary. Our laser-based recovery process retains heavy/light chain paring of the antibodies, which directly provides potential lead antibody sequences bypassing the need for pairing algorithms that attempt to reconstruct the repertoire. The considerable throughput combined with retaining heavy/light chain antibody pairing can cut weeks or months of traditional discovery workflows.

For certain development programs, we leverage our proprietary GEM technology. The GEM technology incorporates many of the same principles of the xPloration platform by isolating and performing multi-dimensional profiling of single B cells from an immunized animal. Small droplets encapsulate single B cells and Reporters that present the target antigen on the surface of a bead or cell. Secreted antibodies from the B Cell diffuse locally in the microenvironment where they can bind to Reporters, which in turn can be detected with a fluorescent probe. Using different types of Reporters in the microenvironment can generate a multi-parameter binding profile of each antibody. Antigen specificity is determined by colocalization of signal with alternative bead and/or cell types. Millions of GEMs can be examined in parallel. GEMs containing B cells and antibodies of interest can be harvested, cloned, and expressed as recombinant antibodies for further characterization studies.

Both xPloration and GEM are compatible with a wide variety of assay formats, including cell surface binding assays, reporter cell stimulation, multiplex target binding, and cross-reactivity screening. These assays enable us to tackle high value, challenging targets, such as ion channels and GPCRs. High throughput

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B-cell screening is particularly valuable within the OmniAb ecosystem because of our unique animal offerings. While mouse hybridoma techniques have been available for decades, the hybridoma generation methods for other species including chickens, and cows is not available. As such, B-cell screening with OmniAb’s platforms enable the discovery of unique antibodies from any host systems.

Figure 9: xPloration Core Components

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Next generation xPloration (in development)

OmniAb scientists and engineers are currently developing a next generation xPloration platform as depicted in Figure 10 below. We believe this platform has the potential to further expand our position as the industry leader in speed, throughput, reliability, and ease of use. The next generation xPloration is designed as a deployable instrument that could give certain strategic partners or collaborators the option to access xPloration in their own labs for their OmniAb discovery efforts.

Figure 10: Prototype Next Generation xPloration Platform

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Ion Channel Differentiated Capabilities

Ion channels and transporters are key components in a wide variety of biological processes that involve rapid changes in cells and have broad therapeutic applicability across multiple therapeutic areas including

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oncology, metabolic disease, pain, neurological diseases, infectious diseases and others. Ion channels make particularly challenging drug targets due to (i) difficulty with antigen purification (ii) poor immunogenicity (iii) high homology with rodents used in immunization campaigns and (iv) small binding regions with the majority of protein embedded in cell membranes.

Due to these challenges in developing effective therapeutics, patients suffering from ion channel and transporter related diseases are severely underserved. Icagen has extensive biological capabilities focused on ion channels and transporters, and decades of experience in novel drug discovery from screening to lead optimization, with an active set of big pharma discovery and asset-based partnerships. The differentiated core capabilities at Icagen can provide novel reagent generation and proprietary assays that can also support antibody discovery programs and can be accessed by partners when pursuing ion channels and transporter targets. We believe we are well positioned to provide the tools necessary to generate and discover antibodies and small molecules to target ion channel and transporter targets. Our computational antigen generation technology has been validated in successfully generating, stabilizing, and purifying antigen for these targets and our four-species transgenic animal platform is validated in successfully generating antibodies for poorly immunogenic, high homology, and cryptic targets.

In addition to the drug design challenges, it is difficult to develop effective functional assays to test potential therapeutics. OmniAb’s proprietary Icagen ion channel platform leverages proprietary expertise in the combination of biological assays, medicinal chemistry, and in silico and computational chemistry applications to enable the discovery of ion channel targeting therapeutics. We believe this suite of technologies provides and differentiated capability for advancing high value ion channel and transporter drug discovery programs regardless of modality including small molecules, mono-, bi- and multi-specific antibodies, and antibody-drug conjugates (ADCs).

Investing in Differentiated Technology

We built the OmniAb technology platform through acquisition, investment, and innovation. We acquired OMT in January 2016, Crystal Bioscience in October 2017, Ab Initio in July 2019, Icagen in April 2020, xCella Biosciences in September 2020 and Taurus Biosciences in September 2020. In addition to acquisitions, we have advanced our technology platform through internal investment and innovation. Over the past five years, the OmniAb team has launched new transgenic animals, introduced computational antigen design, expanded internal capabilities in downstream processing, and developed internal data management and bioinformatics software. We have several internal projects in development including multiple new transgenic animals, a next generation high-throughput microcapillary deep screening platform, and a number of undisclosed projects. The key technologies obtained through acquisition are listed below.

Business	Acquisition Date	Technologies Acquired
Open Monoclonal Technology (OMT)	January 2016	OmniRat OmniMouse OmniFlic
Crystal	October 2017	OmniChicken GEM screening
Ab Initio	July 2019	Antigen design
Icagen	April 2020	Ion channel technology
xCella	September 2020	xPloration screening
Taurus	September 2020	OmniTaur

Our Technology in Action — Selected Case Studies

Partner A: Emerging Biotech

Problem: Partner wanted to generate antibodies against a novel multi-transmembrane target for triple negative breast cancer. All previously-known antibodies for the target could only bind to denatured or fixed form, therefore unsuitable for therapeutic use.

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Solution: Our antigen technology was applied to deliver mg-scale quantities of purified receptor in native conformation for immunization and screening. We then performed an OmniChicken immunization campaign which led to discovery of a large and diverse panel of fully-human antibodies capable of binding target on live tissues.

Partner B: Big Pharma

Problem: Partner attempted to generate antibodies using internal discovery tools towards a growth factor target that is highly conserved among mammals. The human version of the target is non-immunogenic in other rodents, therefore no titer was achieved despite numerous immunization attempts by the partner. Additionally, the genetic knockout of target gene attempted in mice was lethal.

Solution: An OmniChicken immunization campaign led to robust titers and diverse antibody panels. >90% of sequences recovered had excellent developability profiles based on multi-parameter in silico analysis, and the partner was able to proceed with the program.

Partner C: Established Biotech

Problem: Partner has a history of success in developing antibodies, with a large discovery group and expanding novel biology. The partner needed a flexible, scalable, antibody discovery solution to start dozens of new programs every year to achieve development objectives.

Solution: OmniAb technologies were transferred to the partner, with an OmniRat breeding colony established. In its own labs, the partner utilizes the OmniAb technology to discover multiple OmniAb antibodies each year, with clinical candidates routinely identified, and currently targeting Phase 1 and 2 data readouts in the next 18 months, and multiple candidates to enter clinical development in the coming years.

Outcomes: As a result of the solutions that OmniAb provided and our expertise in genetic engineering, Partner C entered a deep collaboration for OmniAb to develop next generation rodents, which were tested in parallel with active novel programs. OmniAb wholly owns rights to next-generation animals and can include them in the OmniAb technology offering to other partners.

Partner D: Global Pharma

Problem: Partner is an Asia-based global pharma company that is establishing a new and substantial presence in the antibody space with large investment and expansion of its global antibody team. Partner D needed our antibody discovery engine to power their growth in the antibody space.

Solution: Partner D selected OmniAb as its core technology to feed robust discovery and development efforts. Satisfaction with the relationship resulted in a three-way collaboration with deep repertoire analysis to rapidly identify best binders for bispecific antibodies.

Competition

The market for technologies that enable the discovery and development of therapeutic antibodies, such as ours, is global, characterized by intense competition and subject to significant intellectual property barriers. The solutions and applications offered by our competitors vary in size, breadth and scope, and given the broad promise of antibody therapeutics, we face competition from many different sources, including companies developing single-cell screening technologies, transgenic animals and antibody engineering technologies, using a variety of business models, including the development of internal pipelines of therapeutics, technology licensing, and the sale of instruments and devices. We also face competition from companies who use internal resources and technologies for their discovery capabilities, as well as integrated contract research organizations that use traditional hybridoma, phage, and yeast display technologies in discovery. Due to the significant interest and growth in antibody therapeutics more broadly, we expect the intensity of this competition to increase.

We seek to provide our partners with the most advanced technologies for antibody drug discovery, including antigen design, transgenic animal platforms and single-cell analysis. Many emerging and established

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life sciences companies have been built around technologies that focus on one or a limited number of these steps. Examples include:

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For a discussion of the risks we face relating to competition, see “Risk Factors — Risks Related to the Business of OmniAb — The life sciences and biotech platform technology market is highly competitive, and if we cannot compete successfully with our competitors, we may be unable to increase or sustain our revenue, or sustain profitability.”

Intellectual Property

We believe that patents and other proprietary rights are important to our business. Our practice is to file patent applications to protect technology, inventions and improvements to our inventions that are considered important to the development of our business. We also rely upon trade secrets, know-how, continuing technological innovations and licensing opportunities to develop and maintain our competitive position.

Patents are issued or pending for the technology families described below. The scope and type of patent protection provided by each patent family is defined by the claims in the various patents. Patent term may vary by jurisdiction and depend on a number of factors including potential patent term adjustments, patent term extensions, and disclaimers, and patent terms referenced below do not take into consideration such adjustments, extensions, or disclaimers. For each technology family, the patents and/or applications referred to are in force in at least the United States, European jurisdictions, Japan and other jurisdictions as indicated. The patents and patent applications referenced below are in each case, as of August 15, 2022.

OmniAb Technology Platform

Our OmniAb therapeutic antibody platforms, including OmniRat, OmniMouse and OmniChicken, produce naturally optimized antibodies with human sequences in animals. Our OmniAb antibody platform patent portfolio includes patents and applications obtained upon the acquisition of Open Monoclonal Technology, Inc. in January 2016 and Crystal Bioscience in October 2017. We own patents directed to OmniAb animals and related inventions, including 25 issued patents in the United States, six issued patents in Europe, five issued patents in Japan, three issued patents in China, and counterpart patents granted in other countries. These patents include:

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four U.S. patents directed to rodent germ cells, transgenic rodents, methods of generating transgenic rodents, and antibodies produced from transgenic rodents, and foreign counterparts including in Europe, Japan, China, and Canada, all having an expiration date in 2028 without accounting for potentially available patent term adjustments and extensions or disclaimers;

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two U.S. patents directed to our GEM assay, including gel microdrops, their use, and their method of manufacture, and foreign counterparts including in Europe, Japan, and Canada, all having an

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expiration date in 2029 without accounting for potentially available patent term adjustments and extensions or disclaimers;

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seven U.S. patents directed to transgenic animals including chickens, B cells isolated from transgenic chickens, and methods of producing antibodies, and foreign counterparts including in Japan, all having an expiration date in 2030 without accounting for potentially available patent term adjustments and extensions or disclaimers;

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one U.S. patent directed to avian gonocytes and their method of manufacture, each having an expiration date in 2031 without accounting for potentially available patent term adjustments and extensions or disclaimers;

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three U.S. patents directed to transgenic chickens and chicken germ cells, and foreign counterparts including in Europe and Canada, all having an expiration date in 2032 without accounting for potentially available patent term adjustments and extensions or disclaimers;

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three U.S. patents directed to transgenic chickens, methods of producing antibodies, and isolated antibody-producing cells, all having an expiration date in 2032 without accounting for potentially available patent term adjustments and extensions or disclaimers;

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two U.S. patents directed to transgenic rodents, methods of producing antibodies, and chimeric polynucleotides, and foreign counterparts including in Europe, China, and Japan, all having an expiration date in 2033 without accounting for potentially available patent term adjustments and extensions or disclaimers; and

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one U.S. patent directed to transgenic chickens and methods of producing antibodies having an expiration date in 2036 without accounting for potentially available patent term adjustments and extensions or disclaimers.

We also own 14 pending U.S. patent applications, nine pending European patent applications, nine pending Japanese patent applications, four pending Chinese patent applications, and counterpart patent applications pending in other countries. Any patents issuing from these applications are expected to expire between 2028 and 2041, without accounting for potentially available patent term adjustments and extensions or disclaimers. Our partners who use the OmniAb patented technology to generate novel antibodies may be entitled to separate, additional patent protection on such antibodies.

Icagen Ion Channel Platform

In April 2020, we acquired the core assets of Icagen, LLC, an early-stage drug discovery company focused on ion channel and transporter targets. Icagen owns a portfolio of issued patent and pending patent applications directed to X-ray fluorescence-based detection of binding events and transport across barriers and related inventions, including 23 issued patents in the United States, six issued patents in Europe, eight issued patents in Japan, and three issued patents in China. Icagen’s portfolio also includes five pending U.S. patent applications and three pending European patent applications. These patents and applications are directed to methods and apparatus. Icagen also owns a pending Patent Cooperation Treaty patent application directed to branched-chain amino acid aminotransferase modulator composition-of-matter and method of use. The patents and applications in Icagen’s portfolio are expected to expire between 2023 and 2040, without accounting for potentially available patent term adjustments and extensions or disclaimers.

xCella Biosciences

In September 2020, we acquired xCella Biosciences. xCella’s technology includes a microcapillary platform that can screen single B cells for specificity and bioactivity, which expand our existing single- B cell assay capabilities in the OmniAb technology platform. xCella owns a patent portfolio that includes three issued patents in the United States, five pending U.S. patent applications, six pending European patent applications, five pending Japanese patent applications, three pending Chinese patent applications, counterpart patent applications pending in other countries, and one pending Patent Cooperation Treaty patent application. These patents and applications are directed to methods and apparatus. The patents and applications in xCella’s owned portfolio are expected to expire between 2036 and 2040, without accounting for potentially available patent term adjustments and extensions or disclaimers. Through xCella, we also have

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a non-exclusive license from Stanford University to a patent family directed to methods for extracting samples from microcapillary arrays, which includes two issued patents in the U.S., two issued patent in Europe, three issued patents in Japan, two issued patents in China, and a pending application in the U.S. These licensed patents and applications have an expected expiry date in 2033, without accounting for potentially available patent term adjustments and extensions or disclaimers.

Taurus Biosciences

In September 2020, we acquired Taurus Biosciences, which added technologies for discovery and humanization of antibodies from immunized cows or cow-derived libraries to our OmniAb platform technology platform. These antibodies feature some of the longest CDR-H3s of any species, with unique genetic and structural diversity that can enable binding to challenging antigens with application in therapeutics, diagnostics and research. Through this acquisition, we own issued patents and pending patent applications relating to screening methods and antibody engineering. Taurus’ owned patent portfolio includes five U.S. patents, one pending U.S. patent application, two granted European patents, two granted Japanese patents, one pending Japanese patent application, one granted Australian patent, one granted Chinese patent, one pending Chinese patent application, one granted Canadian patent and one pending Canadian patent application. These patents and applications are directed to methods of generating combinatorial human antibody libraries, methods of affinity maturation of antibodies, humanized antibodies with ultralong CDRs, and bovinized human antibodies comprising ultralong CDRs. The patents and applications in Taurus’ owned portfolio are expected to expire between 2029 and 2034, without accounting for potentially available patent term adjustments and extensions or disclaimers. Through Taurus, we also have an exclusive license from The Scripps Research Institute to technology related to ultralong CDR-H3s. This licensed portfolio includes two issued patents in the U.S., one issued patent in Europe, one issued patent in Japan, and two issued patents in Australia. These licensed patents have an expected expiry date in 2033, without accounting for potentially available patent term adjustments and extensions or disclaimers.

Ab Initio

In July 2019, we acquired Ab Initio. Ab Initio owns a portfolio of issued patents and pending patent applications directed to SIRP-gamma polypeptides and apelin (APJ) receptor binding domains that includes three issued patents in the United States, one issued patent in Europe, two pending U.S. patent applications, one pending patent application in Europe, two pending patent applications in Japan, one issued patent in China and one pending patent application in Canada. These patents and applications are directed to composition-of-matter and methods of use. The patents and applications in Ab Initio’s owned portfolio are expected to expire between 2036 and 2040, without accounting for potentially available patent term adjustments and extensions or disclaimers. Through Ab Initio, we also have an exclusive license from Stanford University directed to screening methods using transmembrane and cell-surface proteins and related compositions and kits. This licensed portfolio includes four issued patents in the U.S. and two pending applications in Japan. The patents and application in the licensed portfolio are expected to expire between 2034 and 2035, without accounting for potentially available patent term adjustments and extensions or disclaimers.

We also use trademark rights to protect our brand. As of August 15, 2022, we own a total of 21 registered United States trademarks, 9 pending United States trademarks, 129 registered foreign trademarks in various countries including China, the European Union, and Japan, and 11 pending foreign trademarks in various countries around the world. Our trademarks include our company name OMNIAB and product-specific names such as OMNICHICKEN, OMNICLIC, OMNIFLIC, OMNIMOUSE, OMNIRAT, and OMNITAUR, as well as slogans and marketing taglines such as “3 SPECIES, 1 LICENSE,” “ABSOLUTELY OMNIAB,” “ANIMAL INTELLIGENCE,” “BIOLOGICAL INTELLIGENCE,” and “NATURALLY OPTIMIZED HUMAN ANTIBODIES.”

Commercial

Our license agreements are negotiated separately for each discovery partner, and as a result, the financial terms and contractual provisions vary from agreement to agreement. We structure our license agreements with our partners to include: (i) payments for technology access and payments for performance

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of research services; (ii) downstream payments in the form of preclinical, intellectual property, clinical, regulatory, and commercial milestones; and (iii) royalties on net sales of our partners’ products, if any. We succeed when our partners are successful and our agreements are structured to align economic and scientific interests.

We partner with drug developers of all sizes, from large cap pharmaceutical to small biotechnology companies. Our partners are predominantly based in the United States, Europe, and China. As of June 30, 2022, we had a total of 64 active partners. For the year ended December 31, 2021 and six months ended June 30, 2022, our top three partners represented 63% and 65% of revenue, respectively. See “— Partner License Agreements” below for a description of our license agreements with these three partners. We do not believe the loss of any one or more of our partners would have a material adverse effect on us and our subsidiaries taken as a whole.

As of August 15, 2022, we had 88 full-time employees in the United States including 73 employees engaged in research and development. We expect approximately seven additional employees currently working at Ligand to transfer to OmniAb in connection with the Separation.

Our strategy involves:

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Providing the best antibody discovery engine to our partners through continued investment and innovation

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Giving our partners optionality and flexibility to use components of our technology to broaden our potential customer base

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Working with partners to guide our investment and development priorities to expand our current partnerships

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Expand the reach of our technology to new partners of all sizes in the drug development industry

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Deliver a complete solution through investment in infrastructure, resources and expertise to execute early-stage discovery

As of August 15, 2022, our business development and marketing function had two dedicated business development professional, and two dedicated marketing professionals. Our business development and marketing team has been complemented with research and development staff attending a variety of scientific conferences, which has helped increase the business development pipeline. We plan to further expand our commercial sales, marketing and business development teams.

Partner License Agreements

Antibody License Agreement with CNA Development LLC

In December 2012, OMT entered into an Antibody License Agreement (the CNA Agreement) with CNA Development LLC (CNA), an affiliate of Janssen Pharmaceuticals, Inc. (Janssen), and we acquired OMT on January 8, 2016. Under the CNA Agreement, we granted to CNA a fee-bearing, non-exclusive, worldwide, sublicensable license under our patent rights relating to the generation of human antibodies using our transgenic rat platform to develop and commercialize pharmaceutical products derived from antibodies generated and selected during the research term against a low single digit number of antigens provided to us by CNA. Upon payment of a commercial fee, CNA became the sole and exclusive owner of such antibodies and any products generated from such antibodies.

Pursuant to the CNA Agreement, we received from CNA an initial research fee in the low six digits and a commercial fee in the mid six digits. We are eligible to receive development and commercialization milestone payments from CNA of up to an aggregate of $42.0 million for the first product directed to each antigen, regardless of the number of products directed to each such antigen that reaches the development milestones. Since we acquired OMT in January 2016, we have received an aggregate of $24.0 million under the CNA Agreement, as of June 30, 2022.

As of August 15, 2022, several product candidates under the CNA Agreement are in clinical development, with other programs in the preclinical or discovery stages. The most advanced product

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candidate under the CNA Agreement is teclistamab, an investigational bispecific antibody. In December 2021, Janssen announced that it submitted a Biologics License Application (BLA) to the FDA seeking approval of teclistamab for the treatment of patients with relapsed or refractory multiple myeloma, and in January 2022, Janssen announced that it had submitted a marketing authorization application (MAA) to the European Medicines Agency (EMA) seeking approval of teclistamab for the same indication. Both applications were supported by data from the MajesTEC-1 clinical trial, a registrational open-label Phase 2 trial evaluating the safety and efficacy of teclistamab in adults with relapsed or refractory multiple myeloma. The BLA and MAA are currently under review and pending action by the FDA and EMA, respectively. Even if the BLA or MAA is approved, it is generally expected that Janssen will complete additional clinical trials of teclistamab, including studies in combination with other drugs, as is customary in the pharmaceutical industry. Upon the first commercial sales of teclistamab in the U.S. and Europe, OmniAb will receive milestone payments of $25.0 million and $10.0 million, respectively, under the CNA Agreement.

In June 2021, teclistamab received Breakthrough Therapy designation from the FDA for treatment of patients with relapsed or refractory multiple myeloma. A Breakthrough Therapy designation is intended to expedite the development and review of product candidates intended to treat a serious or life-threatening disease or condition. A product candidate can receive Breakthrough Therapy designation if preliminary clinical evidence indicates that the product candidate, alone or in combination with one or more other drugs or biologics, may demonstrate substantial improvement over existing therapies on one or more clinically significant endpoints, such as substantial treatment effects observed early in clinical development. Breakthrough Therapy designation allows for more intensive FDA interaction and guidance beginning as early as Phase 1 and an organizational commitment to expedite the development and review of the product candidate, including involvement of senior managers. The designation also includes the benefits associated with the FDA’s Fast Track program, including eligibility for rolling review, where the FDA may consider for review sections of the BLA on a rolling basis before the complete application is submitted, if the sponsor provides a schedule for the submission of the sections of the BLA, the FDA agrees to accept sections of the BLA and determines that the schedule is acceptable, and the sponsor pays any required user fees upon submission of the first section of the BLA. The receipt of a Breakthrough Therapy designation may not result in a faster development or FDA review process, and does not assure ultimate approval by the FDA. In addition, even if a product candidate qualifies as a Breakthrough Therapy, the FDA can rescind the designation if the FDA determines that the product candidate no longer meets the conditions for qualification.

Unless terminated earlier, the CNA Agreement will continue until all of CNA’s payment obligations are met. CNA has the right to terminate the CNA Agreement at its discretion upon prior written notice. Either party may terminate the CNA Agreement for the other party’s uncured material breach after a certain notice and cure period, or immediately if such breach is incurable. Either party may terminate the CNA Agreement for the other party’s insolvency. Unless we terminate the CNA Agreement for CNA’s material breach, under all other termination scenarios CNA may continue to develop and commercialize licensed products for which it has paid one or more milestone payments, provided it continues to pay us the remaining milestone payments.

Research, Development and Commercialization Agreement with the Cystic Fibrosis Foundation

In May 2018, Icagen entered into Research, Development and Commercialization Agreement (the CFF Agreement), with the Cystic Fibrosis Foundation (CFF), as amended in June 2018, April 2020 and September 2021. Since we acquired Icagen in April 2020, we have received an aggregate of $7.0 million under the CFF Agreement, as of June 30, 2022. The research term under the CFF Agreement expired on July 30, 2022, and there is one product candidate in preclinical development under the CFF Agreement.

Under the CFF Agreement, CFF agreed to fund a research program under which we attempted to identify lead compounds from a third party compound library for potential treatment of cystic fibrosis and other rare diseases, and will endeavor to develop and commercialize a product based on a lead compound, subject to the third party compound library owner’s option to develop and commercialize such product itself. We were solely responsible for the conduct of research programs in accordance with research plans and agreed to use commercially reasonable efforts to complete such plans, identify lead compounds and, if appropriate at our sole discretion, develop and commercialize a product derived from such lead compounds in the U.S. and major European countries.

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If we develop and commercialize the product under the CFF Agreement, we are obligated to pay CFF milestone payments of up to an aggregate of approximately $56.0 million upon achievement of certain regulatory and commercial milestone events. We are also obligated to pay CFF tiered royalties equal to low-single digit percentages on net sales of each product developed under the CFF Agreement. Furthermore, if we undergo a change of control or enter into a transaction in which we license, sell or otherwise transfer a product developed under the CFF Agreement to a third party prior to the first commercial sale of such product, we are obligated to pay to CFF a royalty equal to a low-double digit percentage of the consideration we receive in connection with such change of control or other transaction. There are no similar agreements under which we play a development or commercialization role, and we do not intend to develop and commercialize products derived using our platform technology at this time. Accordingly, we do not anticipate incurring the foregoing payment obligations.

Unless terminated earlier, the CFF Agreement will continue until all of our payment obligations to CFF are fulfilled. CFF has the right to terminate the CFF Agreement at its discretion upon prior written notice. We have the right to terminate the CFF Agreement for scientific cause, such as a lack of safety or efficacy, upon prior notice to and an opportunity for discussion with CFF. Either party may terminate the CFF Agreement for the other party’s uncured material breach after a notice and cure period or for the other party’s insolvency.

Amended and Restated License Agreement with F. Hoffman-La Roche Ltd and Hoffman-La Roche Inc.

In December 2018, Icagen entered into an Amended and Restated License Agreement (the Roche Agreement), with F. Hoffman-La Roche Ltd and Hoffman-La Roche Inc. (Roche), as amended in June 2021. Under the Roche Agreement, we granted Roche an exclusive, world-wide, non-transferable, sublicensable license under certain of our patent rights and know-how relating to our ion channel integrated drug discovery platform to research, develop, manufacture, and commercialize small molecule compounds (and products containing such compounds) that modulate specified targets for all therapeutic, prophylactic and diagnostic uses. We agreed to collaborate with Roche to use commercially reasonable efforts to conduct, at Roche’s cost, research programs in accordance with research plans and as overseen by a committee, to discover and identify compounds that modulate each specified target.

Since we acquired Icagen on April 1, 2020, we have received an aggregate of $17.4 million under the Roche Agreement, as of June 30, 2022. Pursuant to the Roche Agreement, we received an upfront payment from Roche of $5.0 million. For the second target and each target thereafter, if we and Roche agree to begin any new research programs, we will receive an initiation payment from Roche in the low-single digit millions for each new research program. We are eligible to receive development milestone payments from Roche up to an aggregate of $144.0 million for each selected target, regardless of the number of products directed to such target that reach the development milestones. We are eligible to receive sales milestone payments of up to an aggregate of $130.0 million for each product if total worldwide nets sales of such product exceeds certain thresholds. Further, Roche is obligated to pay us tiered royalties on a product-by-product basis ranging from low-single digit to high-single digit percentages on net sales of the applicable product, subject to certain customary reductions and offsets. Roche’s obligation to pay us royalties will expire on a product-by-product and country-by-country basis on the later of (i) ten years after the first commercial sale of such product in such country or (ii) the expiration of the last-to-expire licensed patent claim covering the composition of matter of such product in such country. Such last-to-expire licensed patent claims are expected to expire in 2042, without accounting for potential patent term adjustment or extension. As of August 15, 2022, there are several product candidates in preclinical development or discovery under the Roche Agreement.

Unless terminated earlier, the Roche Agreement will continue until the expiration of all royalty and payment obligations. Either party may terminate the Roche Agreement in its entirety or on a country-by-country basis for the other party’s uncured material breach after a certain notice and cure period. Either party may terminate the Roche Agreement in its entirety for the other party’s insolvency. Roche has the right to terminate the Roche Agreement at its discretion in its entirety or on a product-by-product or country-by-country basis upon prior written notice. If we or Roche undergo a change of control during the term of the Roche Agreement, there will be restrictions on the acquirer’s ability to use sensitive information of the non-acquired party, and the non-acquired party may restrict the acquired party’s participation in certain committees.

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Government Regulation

Government authorities in the United States, at the federal, state and local level, and in other countries and jurisdictions, extensively regulate, among other things, the research, development, testing, manufacturing, quality control, safety, effectiveness, approval, labeling, packaging, storage, record-keeping, promotion, advertising, distribution, post-approval monitoring and reporting, marketing and export and import of drugs and biological products such as those that our partners develop. The processes for obtaining marketing approvals in the United States and in foreign countries and jurisdictions, along with subsequent compliance with applicable statutes and regulations and other regulatory authorities, require the expenditure of substantial time and financial resources. If we or our partners fail to comply with applicable laws or regulations at any time, we or our partners may become subject to administrative or judicial sanctions or other legal consequences, including among other things, restrictions on marketing or manufacturing, withdrawal of products, product recalls, fines, warning letters, untitled letters, clinical holds on clinical studies, refusal of the FDA or foreign regulatory authorities to approve pending applications or supplements to approved applications, suspension or revocation of product approvals, product seizure or detention, refusal to permit the import or export of products, consent decrees, corporate integrity agreements, debarment or exclusion from federal healthcare programs, mandated modification of promotional materials, issuance of safety alerts, Dear Healthcare Provider letters, injunctions or the imposition of civil or criminal penalties.

Our partners must obtain the requisite approvals from the applicable regulatory authority prior to the commencement of clinical studies or marketing of a drug or biological product in any country in which they wish to initiate such activities. In the United States, the U.S. Food and Drug Administration (FDA) regulates drugs under the Federal Food, Drug, and Cosmetic Act (FDCA) and its implementing regulations, and biologics under the FDCA and the Public Health Service Act and their implementing regulations. FDA approval of a New Drug Application (NDA) or Biologics License Application (BLA) or supplement is required before any new unapproved drug, biologic or dosage form, including a new use of a previously approved drug or biologic, can be marketed in the United States.

The process required by the FDA before such therapeutic candidates may be marketed in the United States generally involves the following:

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completion of extensive preclinical laboratory tests and preclinical animal studies, which may need to be performed in accordance with the Good Laboratory Practices (GLP) regulations;

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submission to the FDA of an investigational new drug application (IND) which must become effective before human clinical trials may begin and must be updated annually;

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approval by an independent Institutional Review Board (IRB) or ethics committee representing each clinical site before each clinical study may be initiated;

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performance of adequate and well-controlled human clinical studies in accordance with Good Clinical Practice (GCP) requirements to establish the safety and efficacy, or with respect to biologics, the safety, purity and potency of the therapeutic candidate for each proposed indication;

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preparation of and submission to the FDA of an NDA or BLA;

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potential review of the product application by an FDA advisory committee, where appropriate and if applicable;

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a determination by the FDA within 60 days of its receipt of an NDA or BLA to file the application for review;

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satisfactory completion of an FDA pre-approval inspection of the manufacturing facilities where the proposed product drug substance and drug product are produced to assess compliance with current Good Manufacturing Practice requirements (cGMPs), and audits of selected clinical trial sites to ensure compliance with GCP; and

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FDA review and approval of an NDA or BLA prior to any commercial marketing or sale of the drug or biologic in the United States.

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Preclinical studies include laboratory evaluation of product chemistry, toxicity and formulation, as well as in vitro and animal studies to assess potential safety and efficacy. The conduct of certain preclinical studies is subject to federal regulations and requirements, including GLP regulations applicable to certain safety/toxicology studies.

An IND is a request for authorization from the FDA to administer an investigational new drug product to humans. The central focus of an IND submission is on the general investigational plan and the protocol for the proposed clinical trial. The IND also includes results of animal and in vitro studies assessing the toxicology, pharmacokinetics, pharmacology and pharmacodynamic characteristics of the therapeutic candidate, chemistry, manufacturing and controls information, and any available human data or literature to support the use of the investigational product. An IND must become effective before human clinical trials may begin. The IND automatically becomes effective 30 days after receipt by the FDA, unless the FDA, within the 30-day period, raises safety concerns or questions about the proposed clinical trial. In such a case, the IND may be placed on clinical hold and the IND sponsor and the FDA must resolve any outstanding concerns or questions before the clinical trial can begin. Submission of an IND therefore may or may not result in FDA authorization to begin a clinical trial.

Clinical trials involve the administration of the investigational product to human subjects under the supervision of qualified investigators in accordance with GCP, which includes the requirement that all research subjects, or their legal representative, provide their informed consent for their participation in any clinical study. Clinical trials are conducted under protocols detailing, among other things, the inclusion and exclusion criteria, the objectives of the study, the parameters to be used in monitoring safety and the effectiveness criteria to be evaluated. A separate submission to the existing IND must be made for each successive clinical trial conducted during product development and for any subsequent protocol amendments. Furthermore, an independent IRB for each site proposing to conduct the clinical trial must review and approve the plan for any clinical trial and its informed consent form before the clinical trial begins at that site, and must monitor the study until completed. An IRB is charged with protecting the welfare and rights of trial participants and considers such items as whether the risks to individuals participating in the clinical trials are minimized and are reasonable in relation to anticipated benefits. Regulatory authorities, the IRB or the sponsor may suspend a clinical trial at any time on various grounds, including a finding that the subjects are being exposed to an unacceptable health risk or that the trial is unlikely to meet its stated objectives. Some studies also include oversight by an independent group of qualified experts organized by the clinical study sponsor, known as a data safety monitoring board or committee, which provides authorization for whether or not a study may move forward at designated check points based on access to certain data from the study and may recommend that the clinical trial be halted if it determines that there is an unacceptable safety risk for subjects or other grounds, such as no demonstration of efficacy. Study sponsors also must comply with requirements governing the reporting of clinical trials and clinical study results to public registries.

The clinical investigation of a drug is generally divided into three phases. Although the phases are usually conducted sequentially, they may overlap or be combined.

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Phase 1. The investigational product is initially introduced into healthy human subjects or patients with the target disease or condition. These studies are designed to test the safety, dosage tolerance, absorption, metabolism and distribution of the investigational product in humans, the side effects associated with increasing doses, and, if possible, to gain early evidence on effectiveness.

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Phase 2. The investigational product is administered to a limited patient population with a specified disease or condition to evaluate the preliminary efficacy, optimal dosages and dosing schedule and to identify possible adverse side effects and safety risks. Multiple Phase 2 clinical trials may be conducted to obtain information prior to beginning larger and more expensive Phase 3 clinical trials.

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Phase 3. The investigational product is administered to an expanded patient population to further evaluate dosage, to provide statistically significant evidence of clinical efficacy and to further test for safety, generally at multiple geographically dispersed clinical trial sites. These clinical trials are intended to establish the overall risk/benefit ratio of the investigational product and to provide an adequate basis for labeling.

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Post-marketing studies, sometimes referred to as Phase 4 clinical trials, may be conducted after initial marketing approval. These clinical trials are used to gain additional experience from the treatment of patients in the intended therapeutic indication. In certain instances, such as with drugs approved under FDA’s accelerated approval pathway, the FDA may mandate the performance of Phase 4 clinical trials as a condition of approval. Concurrent with clinical trials, companies may complete additional animal studies and develop additional information about the characteristics of the therapeutic candidate, and must finalize a process for manufacturing the product in commercial quantities in accordance with cGMP requirements. The manufacturing process must be capable of consistently producing quality batches of the therapeutic candidate and must include methods for testing the identity, strength, quality and purity of the final product, or for biologics, the safety, purity and potency.

Assuming successful completion of all required testing in accordance with all applicable regulatory requirements, the results of clinical development, nonclinical studies and clinical trials are submitted to the FDA as part of an NDA or BLA requesting approval to market the therapeutic candidate for one or more indications. The submission of an NDA or BLA requires payment of a substantial application user fee to the FDA, unless a waiver or exemption applies.

After the FDA evaluates an NDA or BLA and conducts inspections of manufacturing facilities where the investigational product and/or its drug substance will be produced and of select clinical trial sites, the FDA may issue an approval letter or a Complete Response Letter (CRL). An approval letter authorizes commercial marketing of the product with specific prescribing information for specific indications. A CRL will describe all of the deficiencies that the FDA has identified in the NDA or BLA, except that where the FDA determines that the data. supporting the application are inadequate to support approval, the FDA may issue the CRL without first conducting required inspections, testing submitted product lots, and/or reviewing proposed labeling. In issuing the CRL, the FDA may recommend actions that the applicant might take to place the NDA or BLA in condition for approval, including requests for additional information or clarification. Even with the submission of additional information, the FDA ultimately may decide that the application does not satisfy the regulatory criteria for approval.

If regulatory approval of a product is granted, such approval will be granted for particular indications and may include limitations on the indicated uses for which such product may be marketed. The FDA also may condition approval on, among other things, changes to proposed labeling or the development of adequate controls and specifications. Once approved, the FDA may withdraw the product approval if compliance with pre- and post-marketing requirements is not maintained or if problems occur after the product reaches the marketplace. The FDA may require one or more post-market studies and surveillance to further assess and monitor the product’s safety and effectiveness after commercialization, and may limit further marketing of the product based on the results of these post-marketing studies.

Any drugs or biologics manufactured or distributed pursuant to FDA approvals are subject to pervasive and continuing regulation by the FDA, including, among other things, requirements relating to record-keeping, reporting of adverse experiences, periodic reporting, product sampling and distribution, and advertising and promotion of the product. After approval, many changes to the approved product, such as adding new indications or other labeling claims, are subject to prior FDA review and approval. There also are annual program fees for any marketed products. Drug and biologic manufacturers and their subcontractors are required to register their establishments with the FDA and certain state agencies, and are subject to periodic unannounced inspections by the FDA and certain state agencies for compliance with cGMP, which impose certain procedural and documentation requirements upon manufacturers. Changes to the manufacturing process are strictly regulated, and, depending on the significance of the change, may require prior FDA approval before being implemented. FDA regulations also require investigation and correction of any deviations from cGMP and impose reporting requirements. Accordingly, manufacturers must continue to expend time, money and effort in the area of production and quality control to maintain compliance with cGMP and other aspects of regulatory compliance.

The FDA may withdraw any marketing authorization if compliance with regulatory requirements and standards is not maintained or if problems occur after the product reaches the market. Later discovery of previously unknown problems with a product, including adverse events of unanticipated severity or frequency, or with manufacturing processes, or failure to comply with regulatory requirements, may result in revisions to the approved labeling to add new safety information, imposition of post-market studies or clinical studies

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to assess new safety risks, or imposition of distribution restrictions or other restrictions. Other potential consequences include, among other things: restrictions on the marketing or manufacturing of the product, complete withdrawal of the product from the market, product recalls, fines, warning letters, untitled letters, clinical holds on clinical studies, refusal of the FDA to approve pending applications or supplements to approved applications, product seizures or detention, refusal to permit the import or export of products, consent decrees, corporate integrity agreements, debarment or exclusion from federal healthcare programs, the issuance of corrective information, injunctions, or the imposition of civil or criminal penalties.

FDA Regulation of Animals with Intentionally Altered Genomic DNA

The FDCA provides FDA with authority to regulate as a drug the portion of an animal’s genome that has been intentionally altered, including where such animals with intentionally altered genomes are intended to produce medical products, such as human drugs. In particular, the FDCA defines the term “drug” to include, among other things, articles (other than food) intended to affect the structure or any function of the body of man or other animals. Subject to certain exceptions, the FDA considers each specific DNA alteration utilized in genetically modified animals to be an article meeting the FDCA’s definition of a new animal drug, because such altered DNA is intended to affect the structure or function of the body of the animal. Consequently, the FDA considers intentionally genetically altered (IGA) animals to be subject to regulation under the new animal drug provisions of the FDCA.

In general, any new animal drug is deemed unsafe and adulterated unless FDA has approved a new animal drug application (NADA) for its intended use, or unless such drug is only for investigational use and conforms to specified exemptions for such use under an Investigational New Animal Drug (INAD) exemption. However, although IGA animals may be subject to premarket approval requirements or the requirement for an INAD when used in research and development, in some circumstances the FDA has not required INADs or NADAs for such IGA animals. For example, in a draft guidance issued in January 2017, FDA stated its intention to exercise enforcement discretion in a risk-based manner with regard to INAD and NADA requirements for certain IGA animals that are nonfood-producing species, taking into consideration the relative human, animal and environmental risks posed by such animals. The FDA has also stated it may modify its approach with respect to INAD or NADA requirements for other kinds or uses of animals based on its evaluation of risks. Failure to comply with applicable requirements may subject a company to FDA enforcement action.

Foreign Government Regulation

Regulation Governing Medicinal Products in the European Union

Similarly to the United States, our partners are subject to stringent regulations governing the development, and marketing of medicinal products in the European Union (EU). The various phases of non-clinical and clinical research in the EU are subject to significant regulatory controls.

Non-clinical studies are performed to demonstrate the health or environmental safety of new chemical or biological substances. Non-clinical studies must be conducted in compliance with the principles of good laboratory practice (GLP) as set forth in EU Directive 2004/10/EC. In particular, non-clinical studies, both in vitro and in vivo, must be planned, performed, monitored, recorded, reported and archived in accordance with the GLP principles, which define a set of rules and criteria for a quality system for the organizational process and the conditions for non-clinical studies. These GLP standards reflect the Organization for Economic Co-operation and Development requirements.

Clinical trials of medicinal products in the EU must be conducted in accordance with EU and national regulations and the International Conference on Harmonization (ICH) guidelines on Good Clinical Practice (GCP) as well as the applicable regulatory requirements and the ethical principles that have their origin in the Declaration of Helsinki. If the sponsor of the clinical trial is not established within the EU, it must appoint an EU entity to act as its legal representative. The sponsor must take out a clinical trial insurance policy, and in most EU member states, the sponsor is liable to provide ‘no fault’ compensation to any study subject injured in the clinical trial.

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The regulatory landscape related to clinical trials in the EU has been subject to recent changes. The EU Clinical Trials Regulation (CTR) which was adopted in April 2014 and repeals the EU Clinical Trials Directive, became applicable on January 31, 2022. Unlike directives, the CTR is directly applicable in all EU member states without the need for member states to further implement it into national law. The CTR notably harmonizes the assessment and supervision processes for clinical trials throughout the EU via a Clinical Trials Information System, which contains a centralized EU portal and database.

While the Clinical Trials Directive required a separate clinical trial application (CTA) to be submitted in each member state, to both the competent national health authority and an independent ethics committee, much like the FDA and IRB respectively, the CTR introduces a centralized process and only requires the submission of a single application to all member states concerned. The CTR allows sponsors to make a single submission to both the competent authority and an ethics committee in each member state, leading to a single decision per member state. The CTA must include, among other things, a copy of the trial protocol and an investigational medicinal product dossier containing information about the manufacture and quality of the medicinal product under investigation. The assessment procedure of the CTA has been harmonized as well, including a joint assessment by all member states concerned, and a separate assessment by each member state with respect to specific requirements related to its own territory, including ethics rules. Each member state’s decision is communicated to the sponsor via the centralized EU portal. Once the CTA is approved, clinical study development may proceed.

The CTR foresees a three-year transition period. The extent to which ongoing and new clinical trials will be governed by the CTR varies. For clinical trials whose CTA was made under the Clinical Trials Directive before January 31, 2022, the Clinical Trials Directive will continue to apply on a transitional basis for three years. Additionally, sponsors may still choose to submit a CTA under either the Clinical Trials Directive or the CTR until January 31, 2023 and, if authorized, those will be governed by the Clinical Trials Directive until January 31, 2025. By that date, all ongoing trials will become subject to the provisions of the CTR.

Medicines used in clinical trials must be manufactured in accordance with good manufacturing practice (GMP). Other national and EU-wide regulatory requirements may also apply and compliance with these requirements is subject to inspections by competent authorities of the EU member states.

Assuming successful completion of all required testing in accordance with all applicable regulatory requirements, the results of non-clinical studies and clinical trials are submitted to the European Medicines Agency (EMA) or national competent authorities of the EU member states as part of a marketing authorization application (MAA) requesting authorization to market the therapeutic candidate for one or more indications. The submission of a MAA requires payment of a substantial application fee to the EMA or national competent authorities depending on the approval procedure used by the applicant, subject to some exceptions.

In the EU, the process for submitting a MAA depends, among other things, on the nature of the medicinal product candidate. There are two types of MAs:

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“Centralized MAs” are issued by the European Commission through the centralized procedure, based on the opinion of the Committee for Medicinal Products for Human Use (CHMP) of the European Medicines Agency (EMA) and are valid throughout the EU. It is compulsory for certain types of products, such as (i) medicinal products derived from biotechnological processes, (ii) designated orphan medicinal products, (iii) advanced-therapy medicinal products (ATMPs) such as gene therapy, somatic cell-therapy or tissue-engineered medicines and (iv) medicinal products containing a new active substance indicated for the treatment of HIV/AIDS, cancer, neurodegenerative diseases, diabetes, auto-immune and other immune dysfunctions and viral diseases. The centralized procedure is optional for any other products containing new active substances not authorized in the EU or for product candidates which constitute a significant therapeutic, scientific, or technical innovation or for which the granting of authorization would be in the interests of public health in the EU.

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“National MAs” are issued by the competent authorities of the EU member states, only cover their respective territory, and are available for product candidates not falling within the mandatory scope of the centralized procedure. Where a product has already been authorized for marketing in an EU member state, this national MA can be recognized in another member state through the Mutual

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Recognition Procedure. If the product has not received a national MA in any member state at the time of application, it can be approved simultaneously in various member states through the decentralized procedure. Under the decentralized procedure an identical dossier is submitted to the competent authorities of each of the member states in which the MA is sought, one of which is selected by the applicant as the reference member state.

MAs have an initial duration of five years. After these five years, the authorization may be renewed for an unlimited period on the basis of a reevaluation of the risk-benefit balance.

Moreover, in the EU, a “conditional” MA may be granted in cases where all the required safety and efficacy data are not yet available. The conditional MA is subject to conditions to be fulfilled for generating the missing data or ensuring increased safety measures. It is valid for one year and has to be renewed annually until fulfillment of all the conditions. Once the pending studies are provided, it can become a “normal” MA. However, if the conditions are not fulfilled within the timeframe set by the EMA, the MA ceases to be renewed. Furthermore, MA may also be granted “under exceptional circumstances” when the applicant can show that it is unable to provide comprehensive data on the efficacy and safety under normal conditions of use even after the product has been authorized and subject to specific procedures being introduced. This may arise in particular when the intended indications are very rare and, in the present state of scientific knowledge, it is not possible to provide comprehensive information, or when generating data may be contrary to generally accepted ethical principles. This MA is close to the conditional MA as it is reserved to medicinal products to be approved for severe diseases or unmet medical needs and the applicant does not hold the complete data set legally required for the grant of a MA. However, unlike the conditional MA, the applicant does not have to provide the missing data and will never have to. Although the MA “under exceptional circumstances” is granted definitively, the risk-benefit balance of the medicinal product is reviewed annually and the MA is withdrawn in case the risk-benefit ratio is no longer favorable.

Similar to the United States, both MA holders, manufacturers and distributors of medicinal products are subject to comprehensive regulatory oversight by the EMA, the European Commission and/or the competent regulatory authorities of the EU member states.

All new MAA must include a risk management plan (RMP) describing the risk management system that the company will put in place and documenting measures to prevent or minimize the risks associated with the product. The regulatory authorities may also impose specific obligations as a condition of the MA. Such risk-minimization measures or post-authorization obligations may include additional safety monitoring, more frequent submission of PSURs, or the conduct of additional clinical trials or post-authorization safety and/or efficacy studies. Similar to the FDA, the EMA or national competent authorities of the EU member states may limit further marketing of the product based on the results of these post-authorization safety and/or efficacy studies.

Compliance with substantial requirements is imposed to manufacturers and distributors of medicinal products. Manufacturing and distribution activities are subject to authorizations in the EU member states where these activities take place, referred to as manufacturing and wholesale distribution authorizations. Such authorizations are only valid for the authorized product categories and specific types of manufacturing/distribution activities. Medicinal products must be manufactured in accordance with the principles of GMP and compliance with GMP requirements is monitored via periodic unannounced inspections by the competent regulatory authorities of the EU member states. EU legislation also requires investigation and correction of any deviations from GMP and imposes reporting requirements.

The aforementioned EU rules are generally applicable in the European Economic Area (EEA) which consists of the 27 EU member states plus Norway, Liechtenstein and Iceland.

Failure to comply with EU and member state laws that apply to the conduct of clinical trials, manufacturing approval, MA of medicinal products and marketing of such products, both before and after grant of the MA, manufacturing of pharmaceutical products, or with other applicable regulatory requirements may result in administrative, civil or criminal penalties. These penalties could include delays or refusal to authorize the conduct of clinical trials, or to grant MA, product withdrawals and recalls, product seizures, suspension, withdrawal or variation of the MA, total or partial suspension of production, distribution, manufacturing or clinical trials, operating restrictions, injunctions, suspension of licenses, fines and criminal penalties.

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Brexit and the Regulatory Framework in the United Kingdom

The United Kingdom (UK) left the EU on January 31, 2020, following which existing EU medicinal product legislation continued to apply in the UK during the transition period under the terms of the EU-UK Withdrawal Agreement. The transition period, which ended on December 31, 2020, maintained access to the EU single market and to the global trade deals negotiated by the EU on behalf of its members. The transition period provided time for the UK and EU to negotiate a framework for partnership for the future, which was then crystallized in the Trade and Cooperation Agreement (TCA) and became effective on the January 1, 2021. The TCA includes specific provisions concerning pharmaceuticals, which include the mutual recognition of GMP inspections of manufacturing facilities for medicinal products and GMP documents issued, but does not foresee wholesale mutual recognition of UK and EU pharmaceutical regulations.

EU laws which have been transposed into UK law through secondary legislation continue to be applicable as “retained EU law.” However, new legislation such as the EU CTR will not be applicable. The UK government has passed a new Medicines and Medical Devices Act 2021, which introduces delegated powers in favor of the Secretary of State or an ‘appropriate authority’ to amend or supplement existing regulations in the area of medicinal products and medical devices. This allows new rules to be introduced in the future by way of secondary legislation, which aims to allow flexibility in addressing regulatory gaps and future changes in the fields of human medicines, clinical trials and medical devices.

As of January 1, 2021, the Medicines and Healthcare products Regulatory Agency (MHRA) is the UK’s standalone medicines and medical devices regulator. As a result of the Northern Ireland protocol, different rules will apply in Northern Ireland than in England, Wales, and Scotland, together, Great Britain, or GB. Broadly, Northern Ireland will continue to follow the EU regulatory regime, but its national competent authority will remain the MHRA. The MHRA has published a guidance on how various aspects of the UK regulatory regime for medicines will operate in GB and in Northern Ireland following the expiry of the Brexit transition period on December 31, 2020. The guidance includes clinical trials, importing, exporting, and pharmacovigilance and is relevant to any business involved in the research, development, or commercialization of medicines in the UK. The new guidance was given effect via the Human Medicines Regulations (Amendment etc.) (EU Exit) Regulations 2019 (the Exit Regulations).

The MHRA has introduced changes to national licensing procedures, including procedures to prioritize access to new medicines that will benefit patients, including a 150-day assessment and a rolling review procedure. All existing EU MAs for centrally authorized products were automatically converted or grandfathered into UK MAs, effective in GB (only), free of charge on January 1, 2021, unless the MA holder chooses to opt-out. After Brexit, companies established in the UK cannot use the centralized procedure and instead must follow one of the UK national authorization procedures or one of the remaining post-Brexit international cooperation procedures to obtain an MA to commercialize products in the UK. The MHRA may rely on a decision taken by the European Commission on the approval of a new (centralized procedure) MA when determining an application for a GB authorization; or use the MHRA’s decentralized or mutual recognition procedures which enable MAs approved in EU member states (or Iceland, Liechtenstein, Norway) to be granted in GB.

Other U.S. and Foreign Regulatory Requirements

In addition to FDA and EMA regulation, pharmaceutical and biologics companies are also subject to additional healthcare regulation and enforcement by the federal government and by authorities in the states and foreign jurisdictions in which they conduct their business and may constrain the financial arrangements and relationships through which such companies research, as well as sell, market and distribute any products for which we obtain marketing authorization. Such laws include, without limitation, state and federal anti-kickback, fraud and abuse, false claims, data privacy and security, and transparency laws and regulations related to drug pricing and payments and other transfers of value made to physicians and other healthcare providers. If their operations are found to be in violation of any of such laws or any other governmental regulations that apply, they may be subject to penalties, including, without limitation, administrative, civil and criminal penalties, damages, fines, disgorgement, the curtailment or restructuring of operations, integrity oversight and reporting obligations, exclusion from participation in federal and state healthcare programs and imprisonment.

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Coverage and Reimbursement

Sales of any product depend, in part, on the extent to which such product will be covered by third-party payors, such as federal, state, and foreign government healthcare programs, commercial insurance and managed healthcare organizations, and the level of reimbursement for such product by third-party payors. Decisions regarding the extent of coverage and amount of reimbursement to be provided are made on a plan-by-plan basis. These third-party payors are increasingly reducing reimbursements for medical products, drugs and services. In addition, the U.S. government, state legislatures and foreign governments have continued implementing cost-containment programs, including price controls, restrictions on coverage and reimbursement and requirements for substitution of generic products. Adoption of price controls and cost-containment measures, and adoption of more restrictive policies in jurisdictions with existing controls and measures, could further limit sales of any product. Decreases in third-party reimbursement for any product or a decision by a third-party payor not to cover a product could reduce physician usage and patient demand for the product and also have a material adverse effect on sales.

Healthcare Reform

In the United States, there have been, and continue to be, legislative and regulatory changes and proposed changes regarding the healthcare system that could prevent or delay marketing approval of therapeutic candidates, restrict or regulate post-approval activities, and affect the profitable sale of therapeutic candidates, and similar healthcare laws and regulations exist in the European Union (EU) and other jurisdictions. Among policy makers and payors in the United States, there is significant interest in promoting changes in healthcare systems with the stated goals of containing healthcare costs, improving quality and/or expanding access. In the United States, the pharmaceutical industry has been a particular focus of these efforts and has been significantly affected by major legislative initiatives.

By way of example, in March 2010, the Patient Protection and Affordable Care Act (the ACA) was passed, which substantially changed the way healthcare is financed by both governmental and private insurers, and significantly affected the pharmaceutical industry. The ACA, among other things, increased the minimum level of Medicaid rebates payable by manufacturers of brand name drugs from 15.1% to 23.1% of the average manufacturer price; extended the Medicaid rebate obligation to utilization of prescriptions of individuals enrolled in Medicaid managed care organizations; imposed a non-deductible annual fee on pharmaceutical manufacturers or importers who sell certain “branded prescription drugs” to specified federal government programs; implemented a new methodology by which rebates owed by manufacturers under the Medicaid Drug Rebate Program are calculated for drugs that are inhaled, infused, instilled, implanted, or injected; expanded eligibility criteria for Medicaid programs; created a new Patient-Centered Outcomes Research Institute to oversee, identify priorities in, and conduct comparative clinical effectiveness research, along with funding for such research; and established a Center for Medicare Innovation at CMS to test innovative payment and service delivery models to lower Medicare and Medicaid spending, potentially including prescription drug spending.

Since its enactment, there have been judicial, executive and political challenges to certain aspects of the ACA. On June 17, 2021, the U.S. Supreme Court dismissed the most recent judicial challenge to the ACA brought by several states without specifically ruling on the constitutionality of the ACA. In addition, other legislative changes have been proposed and adopted since the ACA was enacted. For example, on March 11, 2021, President Biden signed the American Rescue Plan Act of 2021 into law, which eliminates the statutory Medicaid drug rebate cap, currently set at 100% of a drug’s average manufacturer price, beginning January 1, 2024.

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currently unclear how the IRA will be effectuated, and while the impact of the IRA on the pharmaceutical industry cannot yet be fully determined, it is likely to be significant.

Moreover, heightened governmental scrutiny is likely to continue over the manner in which manufacturers set prices for their marketed products, which has already resulted in several Congressional inquiries and proposed and enacted federal and state legislation designed to, among other things, bring more transparency to product pricing, review the relationship between pricing and manufacturer patient programs, and reform government program reimbursement methodologies for pharmaceutical products. Individual states in the United States have also become increasingly active in implementing state laws and regulations addressing pharmaceutical product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing. In addition, regional healthcare authorities and individual hospitals are increasingly using bidding procedures to determine which drugs and suppliers will be included in their healthcare programs Furthermore, there has been increased interest by third party payors and governmental authorities in reference pricing systems and publication of discounts and list prices.

Data Privacy & Security

Numerous state, federal and foreign laws, regulations, and standards govern the collection, use, access to, confidentiality and security of health-related and other personal information, including clinical trial data, and could apply now or in the future to our operations or the operations of our partners. In the United States, numerous federal and state laws and regulations, including data breach notification laws, health information privacy and security laws and consumer protection laws and regulations govern the collection, use, disclosure, and protection of health-related and other personal information. In addition, certain foreign laws govern the privacy and security of personal data, including health-related data. Privacy and security laws, regulations, and other obligations are constantly evolving, may conflict with each other to complicate compliance efforts, and can result in investigations, proceedings, or actions that lead to significant civil and/or criminal penalties and restrictions on data processing.

Facilities

Our corporate headquarters and research and development facilities are located in Emeryville, California, where we lease approximately 22,000 square feet of space under leases expiring between 2022 and 2023. In 2022, we have expanded our headquarters and research and development facilities in Emeryville with approximately 35,000 square feet of space under leases expiring in 2032. Icagen, our wholly-owned subsidiary, leases approximately 30,000 square feet of research and development space in Durham, North Carolina and Tucson, Arizona, under leases that expire between 2026 and 2029. We believe our facilities are adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative space will be available to accommodate our operations.

Employees and Human Capital Resources

We recognize and take care of our employees by offering a wide range of competitive pay, recognition, and benefit programs. We are proud to provide our employees the opportunity to grow and advance as we invest in their education and career development. As of August 15, 2022, we have 88 employees, including 73 employees engaged in research and development. We expect approximately seven additional employees currently working at Ligand to transfer to OmniAb in connection with the Separation.

We rely on skilled, experienced, and innovative employees to conduct the operations of our company. Our key human capital objectives include identifying, recruiting, retaining, incentivizing and integrating our existing and new employees. We frequently benchmark our compensation practices and benefits programs against those of comparable industries and in the geographic areas where our facilities are located. We believe that our compensation and employee benefits are competitive and allow us to attract and retain skilled labor throughout our organization. Our notable health, welfare and retirement benefits include:

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equity awards;

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subsidized health insurance;

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OMNIAB MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Unless the context otherwise requires, references in this subsection “— OmniAb Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “OmniAb,” “we,” “us” and “our” generally refer to OmniAb prior to the Business Combination.

This MD&A is designed to provide a reader of our financial statements with a narrative from the perspective of the OmniAb Business’s management. This MD&A should be read in conjunction with “Unaudited Pro Forma Combined Financial Statements of APAC and OmniAb” and OmniAb’s audited Combined Financial Statements included elsewhere in this proxy statement/prospectus/information statement. This MD&A includes forward-looking statements. For a discussion of important factors that could cause actual results to differ materially from the results referred to in these forward-looking statements, see “Cautionary Statement Concerning Forward-Looking Statements.”

Separation from Ligand

Prior to completion of the Separation, OmniAb will be a wholly-owned subsidiary of Ligand. We have historically operated as part of Ligand and not as a separate, publicly-traded company. Our combined financial statements have been derived from Ligand’s historical accounting records and are presented on a carve-out basis. All sales and costs as well as assets and liabilities directly associated with our business activity are included as a component of the combined financial statements. The combined financial statements also include allocations of certain general, administrative, sales and marketing expenses and cost of sales from Ligand’s corporate office and from other Ligand businesses to us and allocations of related assets, liabilities, and Ligand’s investment, as applicable. We believe the allocations have been determined on a reasonable basis; however, the amounts are not necessarily representative of the amounts that would have been reflected in the combined financial statements had we been an entity that operated separately from Ligand during the periods presented. Further, the historical financial statements may not be reflective of what our results of operations, income (loss), historical financial position, equity or cash flows might be in the future as a separate public company. We have entered into or will enter into the Separation Agreement and various other agreements with Ligand (and in certain cases APAC and/or Merger Sub) to provide for the allocation between us and Ligand of Ligand’s assets, employees, liabilities and obligations attributable to periods prior to, at and after the Separation and will govern certain relationships between us and Ligand after the Separation. Following the Separation, we expect Ligand to continue to provide certain services to us on a transitional basis for associated fees, including services related to information technology, facilities, certain accounting and other financial functions and administrative functions, and we will provide transitional services to Ligand, including services related to legal, corporate, and other administrative functions as we and Ligand may decide from time to time. For additional information regarding the Separation Agreement, Transition Services Agreements and other agreements related to the Separation, please see the sections “Shareholder Proposal No. 1 — The Business Combination Proposal — Summary of the Separation Agreement” and “— Summary of the Ancillary Agreements.”

Basis of Presentation

The accompanying audited combined financial statements present the historical financial position, results of operations, changes in equity and cash flows of OmniAb in accordance with GAAP for the preparation of carved-out combined financial statements. We are a biotechnology company enabling the rapid development of innovative therapeutics by pushing the frontiers of drug discovery technologies. Our partners include pharmaceutical and biotechnology companies engaged in drug development. OmniAb’s products are marketed to partners primarily under the OmniAb brand name. Historically, our business has comprised the OmniAb Business of Ligand Pharmaceuticals Incorporated.

Our historical Combined Financial Statements include expense allocations for certain support functions that are provided on a centralized basis within Ligand, such as corporate costs, shared services and other general and administrative costs that benefit OmniAb, among others. Following the Separation, pursuant to agreements with Ligand, we expect that Ligand will continue to provide us with some of the services related to these functions on a transitional basis in exchange for agreed-upon fees, and we expect to incur other costs to replace the services and resources that will not be provided by Ligand. We will also incur

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additional costs as a separate public company. As a separate public company, our total costs related to such support functions may differ from the costs that were historically allocated to us.

These additional costs are primarily for the following:

•

additional personnel costs, including salaries, benefits and potential bonuses and/or stock-based compensation awards for staff additions to replace support provided by Ligand that is not covered by the Transition Services Agreement; and

•

corporate governance costs, including board of director compensation and expenses, insurance costs, audit and other professional services fees, annual report and proxy statement costs, SEC filing fees, transfer agent fees, consulting and legal fees and stock exchange listing fees.

Certain factors could impact the nature and amount of these separate public company costs, including the finalization of our staffing and infrastructure needs.

Additionally, OmniAb’s combined balance sheet may not be comparable to the opening balance sheet of the separate company, which we expect will reflect the transfer by Ligand of $15.0 million in cash (less certain transaction and other expenses) along with certain corporate entities. For a detailed description of OmniAb’s unaudited pro forma combined financial statements, see “Unaudited Pro Forma Combined Financial Statements of APAC and OmniAb.”

As part of its plan to separate Ligand’s OmniAb Business into a stand-alone publicly traded company, Ligand proposes to effect the Distribution of 100% of the outstanding shares of OmniAb Common Stock, immediately followed by the Merger of Merger Sub with and into OmniAb. Upon the Closing of the Merger, among other things, each outstanding share of OmniAb Common Stock (other than Treasury Shares), will be cancelled upon the Effective Time in exchange for the right to receive (i) a number of shares of New OmniAb Common Stock equal to the Base Exchange Ratio, and (ii) a number of OmniAb Earnout Shares equal to the Earnout Exchange Ratio. In addition, all (i) OmniAb Options, (ii) OmniAb RSUs and (iii) OmniAb PSUs, in each case, that are outstanding as of immediately prior to the Effective Time, will be converted into such number of (a) New OmniAb Options, (b) New OmniAb RSUs and (c) New OmniAb PSUs, respectively, in each case, equal to (1) the number of shares of OmniAb Common Stock underlying such OmniAb Equity Awards immediately prior to the Effective Time multiplied by (2) the Base Exchange Ratio. Each holder of an OmniAb Option, OmniAb RSU and/or OmniAb PSU will also receive a number of OmniAb Earnout Shares equal to the number of shares of OmniAb Common Stock underlying such OmniAb Options, OmniAb RSUs and/or OmniAb PSUs, as applicable, multiplied by the Earnout Exchange Ratio, and the exercise price of each outstanding New OmniAb Option will be equal to the exercise price of the pre-conversion OmniAb Option divided by the Base Exchange Ratio.

The Distribution and Merger are subject to the satisfaction or waiver of various conditions as described elsewhere in this proxy statement/prospectus/information statement. In addition, the respective obligations of the parties to consummate the Business Combination are conditioned upon, among other items, (i) the expiration or termination of the waiting period under the HSR Act, (ii) receipt of required consents and approvals from certain governmental authorities, (iii) no agreement between Ligand or APAC and any governmental authority pursuant to which Ligand or APAC has agreed not to consummate the Business Combination shall be in effect, (iv) no governmental authority of competent jurisdiction shall have enacted, issued or granted any law (whether temporary, preliminary or permanent), in each case that is in effect and which has the effect of restraining, enjoining or prohibiting the consummation of the transaction, (v) APAC shall have at least $5,000,001 of net tangible assets as of the Closing, (vi) the New OmniAb Common Stock issuable pursuant to the Business Combination shall have been approved for listing on Nasdaq, subject to official notice of issuance, (vii) Ligand, OmniAb, APAC and Merger Sub shall each have performed and complied in all material respects with the obligations, covenants and agreements required by the Merger Agreement to be performed or complied with by it at or prior the Effective Time (viii) customary bring down conditions related to the accuracy of the parties’ respective representations and warranties in the Merger Agreement, (ix) the consummation of the Separation, the Distribution and the other transactions contemplated by the Separation Agreement, (x) each of APAC’s and OmniAb’s registration statements to be filed with the United States Securities and Exchange Commission shall have become effective, (xi) APAC’s shareholder approval of the Condition Precedent Proposals shall have been obtained and (xii) the receipt by Ligand and APAC of certain tax opinions. In addition, the respective obligations of OmniAb and Ligand to consummate the Business Combination is conditioned upon, among other items, the completion of the Forward Purchase and the Redemption Backstop, the resignation of all directors and all executive officers of

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APAC and the occurrence of the Domestication. APAC’s obligation to consummate the Business Combination is also conditioned on there having been no “Material Adverse Effect” on OmniAb since the date of the Merger Agreement. There can be no assurance that the parties to the Merger Agreement would waive any such provision of the Merger Agreement if it is not satisfied as of the time of satisfaction of all other conditions precedent to the Merger.

OmniAb has historically operated as part of Ligand and not as a stand-alone company. The financial statements have been derived from Ligand’s historical accounting records and are presented on a carve-out basis. All revenues and costs as well as assets and liabilities directly associated with the business activity of OmniAb are included as a component of the financial statements. The financial statements also include allocations of certain general and administrative expenses from Ligand’s corporate office. The allocations have been determined on a reasonable basis; however, the amounts are not necessarily representative of the amounts that would have been reflected in the financial statements had OmniAb been an entity that operated independently of Ligand. Further, the historical financial statements may not be reflective of what our results of operations, comprehensive income, historical financial position, equity or cash flows might be in the future as a separate public company. Certain factors could impact the nature and amount of these separate public company costs, including the finalization of our staffing and infrastructure needs. Following the Separation, pursuant to agreements with Ligand, we expect that Ligand will continue to provide us with some of the services related to these functions on a transitional basis in exchange for agreed-upon fees, and we expect to incur other costs to replace the services and resources that will not be provided by Ligand. Related party allocations are discussed further in Note 9, “Relationship with Parent and Related Entities” in the accompanying audited Combined Financial Statements contained elsewhere in this proxy statement/prospectus/information statement.

As part of Ligand, OmniAb is dependent on Ligand for all of its working capital and financing requirements, which utilizes a centralized approach to cash management and financing of its operations. Financing transactions relating to OmniAb are accounted for through the Net Parent investment account of OmniAb. Accordingly, none of Ligand’s cash, cash equivalents or debt has been assigned to OmniAb in the accompanying audited Combined Financial Statements included elsewhere in this proxy statement/prospectus/information statement.

Net Parent investment, which includes retained earnings, represents Ligand’s interest in the recorded net assets of OmniAb. All significant transactions between OmniAb and Ligand have been included in the accompanying combined financial statements. Transactions with Ligand are reflected in the accompanying Combined Statements of Equity as “Transfers (to) from Parent, net” and in the accompanying Combined Balance Sheets within “Net Parent investment.”

Overview

Our mission is to enable the rapid development of innovative therapeutics by pushing the frontiers of drug discovery technologies. We intend to achieve this mission by enabling the discovery of high-quality therapeutic candidates and by being the partner of choice for pharmaceutical and biotechnology companies. We believe that pairing the large and diverse antibody repertoires generated from our proprietary transgenic animals with our cutting-edge and high-throughput validated screening tools will deliver high-quality therapeutic candidates for a wide range of diseases.

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for the first-line treatment of metastatic (stage IV) non-small cell lung cancer in combination with chemotherapy, as well as for patients with unresectable stage III non-small cell lung cancer whose disease has not progressed following concurrent or sequential platinum-based chemoradiotherapy. Our robust experience and development activity with our partners gives us critical insights into the industry and creates a positive feedback loop through which we plan to continue to advance our platform.

We partner with numerous pharmaceutical and biotechnology companies, varying in size, clinical stage, geography and therapeutic focus. Our license agreements are negotiated separately for each discovery partner, and as a result, the financial terms and contractual provisions vary from agreement to agreement. We structure our license agreements with partners to typically include: (i) upfront or annual payments for technology access (license revenue) and payments for performance of research services (service revenue); (ii) downstream payments in the form of preclinical, intellectual property, clinical, regulatory, and commercial milestones (milestone revenue); and (iii) royalties on net sales of our partners’ products, if any. We succeed when our partners are successful and our agreements are structured to align economic and scientific interests. Our typical royalty rates for antibody discovery contracts are currently in the low- to mid-single digits, and can vary depending on the other economic terms in the agreement. Our future success and the potential to receive these payments are entirely dependent on our partners’ efforts over which we have no control. If our partners determine not to proceed with the future development of a drug candidate, we will not receive any future payments related to that program. Additionally, unless publicly disclosed by our partners, we do not have access to information related to our partners’ clinical trial results, including serious adverse events, or ongoing communications with the FDA regarding our partners’ current clinical programs, which limits our visibility into how such programs may be progressing.

For the years ended December 31, 2021, 2020 and 2019, our revenue was $34.7 million, $23.3 million and $18.3 million, respectively, and for the three and six months ended June 30, 2022, our revenue was $7.2 million and $16.8 million, respectively.. Historically, our revenue has been derived from payments for technology access, collaborative research services and milestones. We believe the long-term value of our business will be driven by partner royalties as such payments are based on global sales of potential future partner antibodies, which generally provide for larger and recurring payments as compared to technology access, research and milestone payments. While in the first quarter of 2022, we recognized royalty revenue from our partner’s sales of zimberelimab and sugemalimab in China, we believe our revenue will be materially driven by milestones, in the shorter term, and by royalties, in the longer term, from our partnered programs in the United States and Europe. However, drug discovery and development has significant uncertainty in timing and likelihood of reaching marketing authorization, and we cannot be certain when, if at all, royalty payments will be a material portion of our revenue. Furthermore, we do not control the progression, clinical development, regulatory strategy or eventual commercialization of antibodies discovered using our platform, and as a result, we are entirely dependent on our partners’ efforts and decisions with respect to such antibodies. The figure below shows the growth in active partners, active programs, and active clinical programs and approved products since 2014.

* Active programs not tracked prior to acquisition of Open Monoclonal Technology, Inc. in January 2016.

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Ligand built the OmniAb technology platform through acquisition, investment, and innovation. Ligand acquired us (Open Monoclonal Technology, Inc. or OMT) in January 2016, Crystal Bioscience in October 2017, Ab Initio in July 2019, Icagen in April 2020, xCella Biosciences in September 2020 and Taurus Biosciences in September 2020. In addition to acquisition, we have advanced our technology platform through internal investment and innovation. Over the past five years, the OmniAb team has launched new transgenic animals, introduced computational antigen design, expanded our internal capabilities in downstream processing, and developed internal data management and bioinformatics software. We have several internal projects in development including multiple new transgenic animals, a next generation high-throughput microcapillary deep screening platform, and a number of undisclosed projects. For a further description of these acquisitions, see Note (4) Acquisitions in OmniAb’s combined financial statements included in this proxy statement/prospectus/information statement.

For the years ended December 31, 2021, 2020 and 2019, our net loss was $(27.0 million), $(17.6 million) and $(13.6 million), respectively. For the three and six months ended June 30, 2022, our net loss was $(10.3 million) and $(16.6 million), respectively. We expect to continue to incur losses for the foreseeable future, and we anticipate these losses will increase substantially as we invest in research and development activities to improve our technology and platform, market and sell our solutions to existing and new partners, and add operational, financial and management information systems and personnel to support our operations. In addition, following the Separation, we will be required to establish policies, procedures and practices as a stand-alone public company necessary to comply with our obligations under the Exchange Act and related rules and regulations. As a result, we will incur additional costs, including internal audit, investor relations, stock administration and regulatory compliance costs. These additional costs may differ from the costs that were historically allocated to us from Ligand. To operate as a stand-alone public company, we expect to incur costs to replace certain services previously provided by Ligand, which costs may be higher than those reflected in our historical combined financial statements.

Key Factors Affecting Our Results of Operations and Future Performance

We believe that our financial performance has been, and in the foreseeable future will continue to be, primarily driven by multiple factors as described below, each of which presents growth opportunities for our business. These factors also pose important challenges that we must successfully address in order to sustain our growth and improve our results of operations. Our ability to successfully address these challenges is subject to various risks and uncertainties, including those described in the section of this proxy statement/prospectus/information statement titled “Risk Factors.”

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Expanding existing partnerships and increasing the number of partnerships. Our potential to grow revenue, in both the near and long term, is dependent on our ability to expand upon our existing partnerships and increase the number of partnerships we have. Our technology investments are methodical and deliberate, with a goal to enable our partner-centric business model to leverage the most cutting-edge solutions that solve the biggest challenges in antibody drug discovery. As of June 30, 2022, we had 64 active partners with 275 active programs using the OmniAb technology, including 25 OmniAb-derived antibodies in clinical development by our partners and two approved products of our partners in China. Some partners prefer integrated end-to-end discovery capabilities, while others prefer to use our technologies within their own labs. The flexible workstreams we offer not only provide value to our partners, but it allows for greater scalability of our business since we do not have to build out capacity for partners that prefer to use some of their own technologies in the process. We believe that we have a significant opportunity to continue to increase the number of partners who have programs based on our platform. Our ability to continue to grow the number of programs under license agreements is dependent upon our ability to educate the market and support the business through investment in our business development and marketing efforts and through further research and development to enhance our technological differentiation.

•

The success of our partners in developing and commercializing antibodies discovered using our platform. While the majority of our historical revenue reflects annual access fees, milestones and service revenue from research programs, we believe the long-term value of our business will be driven by downstream royalty payments from the success of our partners and long-term growth of antibody sales. As a result, we believe our business and our future results of operations will be highly reliant on the degree to which our partners successfully develop and commercialize the antibodies discovered

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using our platform. As our partners continue to advance development of OmniAb-derived antibodies that we have discovered, we expect to start receiving additional milestone payments and, in the longer term, royalties if any partners commence commercial sales of such antibodies.

•

Furthering our technological differentiation through intelligent expansion. Our ability to maintain and expand our partnerships is dependent on the advantages our technology platform delivers to our partners. We employ a methodical and deliberate approach to expanding our technology platform. Serving a broad partner base has provided us a unique insight into the needs and direction of the industry, and we continue to leverage this insight for our decision-making. In recent years, we have successfully integrated a number of technology acquisitions covering antigen generation, additional animal species, deep screening capabilities, and ion channel expertise. We will continue to invest in enabling technologies and evaluate strategic technology acquisitions to broaden our capabilities in the antibody discovery continuum. We intend to devote substantial resources to continue to improve our technological differentiation which will impact our financial performance.

Key Business Metrics

We regularly review the following key business metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions. We believe that the following metrics are important to understanding our current business. These metrics may change or may be substituted for additional or different metrics as our business continue to grow.

Metric	June 30, 2022		December 31, 2021		% Change		December 31, 2021		December 31, 2020		% Change		December 31, 2020		December 31, 2019		% Change
Active partners		64		57		12%		57		55		4%		55		49		12%
Active programs		275		252		9%		252		207		22%		207		184		13%
Active clinical programs		25		25		—		25		16		56%		16		12		33%
Approved products		2		2		—		2		0	not meaningful			—		—		—

Active partners represents the number of partners that have an active program or have executed a license agreement in advance of initiating an active program. We do not include academic partners with a license to the OmniAb platform in our active partner count. We view this metric as an indication of the competitiveness of our platform and our current level of market penetration. The metric also relates to our opportunities to secure additional active programs.

Active programs represents a program for which an antigen is introduced into our animals and remains so as long as the program is actively being developed or commercialized. This number includes active clinical programs and approved products separately disclosed below. We view this metric as an indication of the usage of our technology and the potential for mid- and long-term milestone and royalty payments.

Active clinical programs represents the number of unique programs for which an Investigational New Drug (“IND”) or equivalent under other regulatory regimes has been filed based on an OmniAb-derived antibody and which are in clinical development by our partners and we continue to count programs as active as long as they are actively being developed or commercialized. Where the date of such application is not known to us, we use the official start date from clinical trial registries for the purpose of calculating this metric. This number includes approved products separately disclosed below. We view this metric as an indication of our near- and mid-term potential revenue from milestone fees and potential royalty payments in the long term.

Approved products represents an OmniAb-derived antibody for which our partner has received marketing approval. We view this metric as an indication of our near- and mid-term potential revenue from royalty payments.

Impact of COVID-19 Pandemic

To date, we have not experienced material disruptions in our business operations or financial impacts as a result of the COVID-19 pandemic. While it is not possible at this time to estimate the impact that

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COVID-19 could have on our business in the future, the continued spread of COVID-19 and variants of the virus, the rate of vaccinations regionally and globally and the measures taken by the government authorities, and any future epidemic disease outbreaks, could: disrupt the supply chain and the manufacture or shipment of products and supplies for use by us in our discovery activities and by our partners for their discovery and development activities; delay, limit or prevent us or our partners’ from continuing research and development activities; impede our negotiations with partners and potential partners; impede testing, monitoring, data collection and analysis and other related activities, by us and our partners; interrupt or delay the operations of the FDA or other regulatory authorities, which may impact review and approval timelines for initiation of clinical trials or marketing; impede the launch or commercialization of any approved products; any of which could delay our partnership programs, increase our operating costs, and have a material adverse effect on our business, financial condition and results of operations. In addition, if COVID-19 infects our genetically modified animals, which form the basis of our platform, or if there is an outbreak among our employees or subcontractor’s employees who maintain and care for these animals, we and our partners may be unable to produce antibodies for development.

Components of Results of Operations

Revenue

Our revenue is typically derived from license agreements with our partners and consists of: (i) upfront or annual payments for technology access (license revenue) and payments for performance of research services (service revenue); (ii) downstream payments in the form of preclinical, intellectual property, clinical, regulatory, and commercial milestones (milestone revenue); and (iii) royalties on net sales of our partners’ products, if any. To date, while we have generated revenue from technology access and service fees, as well as intellectual property and development milestones, we have not generated any revenue from commercial milestone payments or material royalties on product sales because all of the current programs of our partners are in the target selection, discovery, preclinical or clinical development stages. We expect revenue to increase over time as we enter into additional license agreements with partners and as our partners advance therapeutic candidates into and through clinical development and commercialization. We expect that our revenue will fluctuate from period to period due to the timing of executing additional partnerships, the uncertainty of the timing of milestone achievements and our dependence on the program decisions of our partners.

Operating Expenses

Research and Development Expenses. Research and development (R&D) expenses primarily consist of salaries, benefits, incentive compensation, share-based compensation, laboratory supplies and materials expenses for employees and contractors engaged in research and product development. We expense all research and development costs in the period in which they are incurred. Research and development activities consist of discovery research for partners as well as our internal platform development. We derive improvements to our platform and technologies from both types of activities.

We expect to continue to incur substantial research and development expenses as we conduct discovery research for our partners; however future estimates of expenditures are primarily driven by the decisions of our partners which are outside of our control and the results of discovery and research work, all of which are inherently difficult to predict. In addition, we plan to continue to invest in research and development to enhance our solutions and offerings to our partners, including hiring additional employees and continuing research and development projects obtained through strategic technology acquisitions. As a result, we expect that our research and development expenses will continue to increase in absolute dollars in future periods and vary from period to period as a percentage of revenue.

General and Administrative Expenses. General and administrative expenses primarily consist of salaries, benefits and share-based compensation costs for employees in our executive, accounting and finance, corporate development, office administration, facility, legal and human resources functions as well as professional services fees, such as consulting, audit, tax and legal fees, general corporate costs and allocated overhead expenses. We expect that our general and administrative expenses will continue to increase in absolute dollars in future periods, primarily due to increased headcount to support anticipated growth in

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the business and due to incremental costs associated with operating as a public company, including costs to comply with the rules and regulations applicable to companies listed on a securities exchange and costs related to compliance and reporting obligations pursuant to the rules and regulations of the SEC and stock exchange listing standards, public relations, director and officer insurance and professional services. We expect these expenses to vary from period to period as a percentage of revenue.

Amortization of Intangibles. We amortize to operating expenses capitalized costs of intangible assets acquired from our acquisitions.

Other Operating Income, Net. Other operating income, net, consists of fair value adjustments on contingent earnout liabilities from acquisitions. See Note (4), Acquisitions, and Note (5) Fair Value Measurement in OmniAb’s combined financial statements included in this proxy statement/prospectus/information statement.

Other Income (Expense)

Interest Expense. Interest expense consists of interest paid for equipment leases.

Other Income, Net. Other income, net, consists of a gain from sale of an equity security in 2021 and a gain from a sale of an intellectual property license in 2020.

Income Tax Benefit (Expense)

Our effective tax rate will be affected by many factors including changes in tax laws, regulations or rates, new interpretations of existing laws or regulations, uncertain tax positions, share-based compensation, and permanent differences between book and taxable income.

Results of Operations

Comparison of the Three and Six Months Ended June 30, 2022 and 2021

Revenue

	Three Months Ended June 30,
(Dollars in thousands)	2022			2021			Change			% Change
Royalty		$	139		$	—		$	139		NM(1)
License fees			1,050			1,100			(50)		(5)%
Milestone revenue			1,275			—			1,275		NM(1)
Service revenue			4,735			4,485			250		6%
Total revenue		$	7,199		$	5,585		$	1,614		29%

(1)

percentage change is not meaningful

	Six Months Ended June 30,
(Dollars in thousands)	2022			2021			Change			% Change
Royalty		$	402		$	—		$	402		NM(1)
License fees			2,055			1,750			305		17%
Milestone revenue			4,371			2,064			2,307		112%
Service revenue			9,994			9,377			617		7%
Total revenue		$	16,822		$	13,191		$	3,631		28%

(1)

percentage change is not meaningful

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Total revenue increased $1.6 million, or 29%, in the three months ended June 30, 2022 as compared to the three months ended June 30, 2021, driven primarily by (1) additional milestone revenue primarily related to a partner reaching a significant development milestone during the second quarter of 2022 and (2) additional service revenue from Icagen related to a significant contract executed in December 2021.

Total revenue increased $3.6 million, or 28%, in the six months ended June 30, 2022 as compared to the six months ended June 30, 2021, driven primarily by (1) additional milestone revenue primarily related to two partners reaching multiple development milestones during the six months ended June 30, 2022 and (2) additional service revenue from Icagen related to a significant contract executed in December 2021.

Operating Expenses

	Three Months Ended June 30,
(Dollars in thousands)	2022			2021			Change			% Change
Research and development		$	11,484		$	8,941		$	2,543		28%
General and administrative			5,003			4,821			182		4%
Amortization of intangibles			3,113			3,231			(118)		(4)%
Other operating expense (income), net			165			(764)			929		(122)%
Total operating expenses		$	19,765		$	16,229		$	3,536		22%

	Six Months Ended June 30,
(Dollars in thousands)	2022			2021			Change			% Change
Research and development		$	22,256		$	18,282		$	3,974		22%
General and administrative			9,115			8,906			209		2%
Amortization of intangibles			6,518			6,462			56		1%
Other operating expense (income), net			(278)			271			(549)		(203)%
Total operating expenses		$	37,611		$	33,921		$	3,690		11%

Our R&D expenses increased $2.5 million, or 28%, in the three months ended June 30, 2022 compared with 2021, primarily due to (1) an increase in rent expense for newly leased facilities by Icagen and Crystal, (2) services provided by Icagen related to a significant contract executed in 2021 and (3) additional salaries and lab costs driven by our increased investment in the growth and development of the OmniAb Business. General and administrative expenses and the amortization of intangibles remained consistent for the three months ended June 30, 2022 compared with 2021. Other operating expense, net, was $0.2 million for the three months ended June 30, 2022 compared with other operating income, net, of $(0.8) million for the same period in 2021 due to fair value adjustments related to contingent earnout liabilities issued in connection with the acquisition of Icagen.

Our R&D expenses increased $4.0 million, or 22%, in the six months ended June 30, 2022 compared with 2021, primarily due to (1) an increase in rent expense for newly leased facilities by Icagen and Crystal, (2) services provided by Icagen related to a significant contract executed in 2021 and (3) additional salaries and lab costs driven by our increased investment in the growth and development of the OmniAb business. General and administrative expenses and the amortization of intangibles remained consistent for the six months ended June 30, 2022 compared with 2021. Other operating income, net, was $(0.3) million for the six months ended June 30, 2022 compared with other operating expense, net, of $0.3 million for the same period in 2021 due to fair value adjustments related to contingent earnout liabilities issued in connection with the acquisition of Icagen.

Other income (expense)

Interest expense for the six months ended June 30, 2021 was related to certain equipment financing.

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Income tax benefit

	Three Months Ended June 30,
(Dollars in thousands)	2022			2021			Change			% Change
Loss before income tax benefit		$	(12,566)		$	(10,644)		$	(1,922)		18%
Income tax benefit			2,290			2,019			271		13%
Net loss		$	(10,276)		$	(8,625)		$	(1,651)		19%
Effective Tax Rate			18.2%			19.0%

	Six Months Ended June 30,
(Dollars in thousands)	2022			2021			Change			% Change
Loss before income tax benefit		$	(20,789)		$	(20,736)		$	(53)		0%
Income tax benefit			4,231			4,656			(425)		(9)%
Net loss		$	(16,558)		$	(16,080)		$	(478)		3%
Effective Tax Rate			20.4%			22.5%

Our effective tax rate is affected by recurring items, such as the U.S. federal and state statutory tax rates and the relative amounts of income we earn in those jurisdictions. The tax rate is also affected by discrete items that may occur in any given year, but are not consistent from year to year.

Comparison of the Years Ended December 31, 2021 and 2020

Certain information related to the year ended December 31, 2020 has been adjusted to reflect the restatement and revision of OmniAb’s combined financial statements as described in Note 2 of the notes to the combined financial statements of the OmniAb Business included herein.

Revenue

(Dollars in thousands)	2021			2020			Change			% Change
License fees		$	4,500		$	4,260		$	240		6%
Milestone revenue			10,164			7,125			3,039		43%
Service revenue			20,084			11,883			8,201		69%
Total revenue		$	34,748		$	23,268		$	11,480		49%

Total revenue increased $11.5 million, or 49%, in 2021 as compared to 2020 driven primarily by (1) additional service revenue from Icagen after its acquisition in April 2020, and (2) increase in milestone revenue in 2021, of which $7.0 million was related to one partner reaching multiple development milestones during the year.

Operating Expenses

(Dollars in thousands)	2021			2020 (As Restated)			Change			% Change
Research and development		$	39,232		$	24,796		$	14,436		58%
General and administrative			16,947			10,225			6,722		66%
Amortization of intangibles			12,968			11,800			1,168		10%
Other operating expense, net			1,210			2,070			(860)		(42)%
Total operating expenses		$	70,357		$	48,891		$	21,466		44%

Total operating expenses for 2021 increased $21.5 million or 44% as compared to 2020.

Our R&D expenses increased year over year in 2021 primarily due to (1) $7.2 million additional R&D expense incurred by Icagen after its acquisition in April 2020, and (2) additional salaries and lab costs driven by our increased investment in the growth and development of the OmniAb Business.

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General and administrative expenses increased year over year in 2021 primarily due to the additional share-based compensation expense driven by the employees from the Icagen acquisition and additional headcount during the year to support the business growth.

Amortization of intangibles increased year over year in 2021 primarily due to the full year amortization on the additional intangibles acquired from the acquisitions in 2020

Other operating expense, net, consisted of fair value adjustments to contingent earnout liabilities issued in connection with acquisitions.

Other income (expense)

(Dollars in thousands)	2021			2020			Change			% Change
Interest expense		$	(7)		$	(5)		$	(2)		40%
Other income, net			1,266			1,900			(634)		(33)%
Total other income (expense,) net		$	1,259		$	1,895		$	(636)		(34)%

Interest expense for both 2021 and 2020 was related to certain equipment financing.

Other income, net in 2021 included a gain from sale of an equity security. Other income, net in 2020 included a gain from a sale of an intellectual property license.

Income tax benefit (expense)

(Dollars in thousands)	2021			2020 (As Restated)			Change			% Change
Loss before income tax benefit		$	(34,350)		$	(23,728)		$	(10,622)		45%
Income tax benefit (expense)			7,308			6,171			1,137		18%
Net loss		$	(27,042)		$	(17,557)		$	(9,485)		54%
Effective Tax Rate			21%			26%

Our effective tax rate for 2021 and 2020 was 21% and 26%, respectively. Our tax rate is affected by recurring items, such as the U.S. federal and state statutory tax rates and the relative amounts of income we earn in those jurisdictions. The tax rate is also affected by discrete items that may occur in any given year, but are not consistent from year to year.

Comparison of the Years Ended December 31, 2020 and 2019

Certain information related to the year ended December 31, 2020 and 2019 has been adjusted to reflect the restatement and revision of OmniAb’s combined financial statements as described in Note 2 of the notes to the combined financial statements of the OmniAb Business included herein.

Revenue

(Dollars in thousands)	2020			2019 (As Restated)			Change			% Change
License fee		$	4,260		$	5,700		$	(1,440)		(25)%
Milestone revenue			7,125			7,050			75		1%
Service revenue			11,883			5,568			6,315		113%
Total revenue		$	23,268		$	18,318		$	4,950		27%

Total revenue increased $5.0 million, or 27%, in 2020 as compared to 2019 driven primarily by $9.5 million service revenue from Icagen after its acquisition in April 2020, partially offset by the decrease in other serve revenue and license fees in 2020, of which $1.0 million decrease in license fee was due to a certain partner terminating its discovery license, as compared to 2019.

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Operating Expenses

(Dollars in thousands)	2020 (As Restated)			2019 (As Restated)			Change			% Change
Research and development		$	24,796		$	13,208		$	11,588		88%
General and administrative			10,225			8,651			1,574		18%
Amortization of intangibles			11,800			10,304			1,496		15%
Other operating expense (income), net			2,070			(818)			2,888		(353)%
Total operating expenses		$	48,891		$	31,345		$	17,546		56%

Total operating expenses for 2020 increased $17.5 million or 56% as compared to 2019.

Our R&D expenses increased year over year in 2020 primarily due to a $10.4 million increase driven by increased salaries and lab costs.

General and administrative expenses increased year over year in 2020 primarily due to acquisition and integration related expenses.

Amortization of intangibles increased year over year in 2020 primarily due to additional intangibles acquired from an acquisition in 2020.

Other operating expense (income), net, consisted of fair value adjustments to contingent earnout liabilities issued in connection with acquisitions.

Other income (expense)

(Dollars in thousands)	2020			2019			Change			% Change
Interest expense		$	(5)		$	—		$	(5)		NM(1)
Other income, net			1,900			—			1,900	NM(1)
Total other income (expense,) net		$	1,895		$	—		$	1,895	NM(1)

(1)

amount is not meaningful.

Interest expense in 2020 was related to certain equipment financing. There was no interest expense in 2019.

Other income, net in 2020 included a gain from a sale of an intellectual property license.

Income tax benefit (expense)

(Dollars in thousands)	2020 (As Restated)			2019 (As Restated)			Change			% Change
Loss before income tax benefit		$	(23,728)		$	(13,027)		$	(10,701)		82%
Income tax benefit (expense)			6,171			(562)			6,733		(1,198)%
Net loss		$	(17,557)		$	(13,589)		$	(3,968)		29%
Effective tax rate			26%			(4)%

Our effective tax rate for 2020 and 2019 was 26% and (4)%, respectively. Our tax rate is affected by recurring items, such as the U.S. federal and state statutory tax rates and the relative amounts of income we earn in those jurisdictions. The tax rate is also affected by discrete items that may occur in any given year, but are not consistent from year to year.

Liquidity and Capital Resources

Following the completion of the Separation and the Merger, including $15.0 million capital contribution from Ligand, the $15.0 million Forward Purchase and assuming the maximum redemption scenario and the

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purchase of $100.0 million by the Sponsor in the Redemption Backstop, we expect that our cash and cash equivalents will be approximately $102.0 million, after the payment of certain Separation-related expenses. We have historically participated in Ligand’s centralized approach to cash management and financing of its operations. Accordingly, none of the cash and cash equivalents, short-term investments or debt at the corporate level have been assigned to our company in the combined financial statements. Prior to the Separation, transfers of cash to and from Ligand have been reflected in parent company net investment in the historical combined balance sheets, statements of cash flows and statements of changes in parent company net investment.

Following the Separation, our capital structure and sources of liquidity will change significantly from our historical capital structure. We expect to use cash flows generated from operations, together with the cash contribution from Ligand and the closing of the private placement pursuant to the Forward Purchase and the Redemption Backstop, after the payment of certain Separation-related expenses, as our primary sources of liquidity. Based on our current business plan, we believe that such sources of liquidity will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months.

If our anticipated cash flows from operations and funding from Ligand, the private placement pursuant to the Forward Purchase and Redemption Backstop, are insufficient to satisfy our liquidity requirements including because of increased expenditures or lower demand for our platform, or the realization of other risks described in this proxy statement/prospectus/information statement, we may be required to raise additional capital prior to such time through issuances of public or private equity or debt financings or other capital sources. Such additional financing may not be available on terms acceptable to us or at all. In any event, we may consider raising additional capital in the future to expand our business, to pursue strategic investments or acquisitions, to take advantage of favorable market conditions or financing opportunities or for other reasons. Our future capital requirements will depend on many factors, including, but not limited to:

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our ability to achieve revenue growth;

•

the costs of expanding our operations, including our business development and marketing efforts;

•

our rate of progress in selling access to our platform and marketing activities associated therewith;

•

our rate of progress in, and cost of research and development activities associated with, our platform technologies and our internal developed programs to the extent we pursue any such programs;

•

the effect of competing technological and market developments;

•

the continued impact of the COVID-19 pandemic on global social, political and economic conditions;

•

our efforts to enhance operational systems and hire additional personnel to satisfy our obligations as a public company;

•

the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patents and other intellectual property and proprietary rights; and

•

the costs associated with any technologies that we may in-license or acquire.

We anticipate that our principal uses of cash in the future will be primarily to fund our operations, working capital needs, capital expenditures and other general corporate purposes.

Cash Flow Summary

	Six Months Ended June 30,						Year ended
(Dollars in thousands)	2022			2021			2021			2020			2019
Net cash provided by (used in):
Operating activities		$	7,788		$	3,511		$	(5,672)		$	3,619		$	(5,195)
Investing activities		$	(8,237)		$	(1,611)		$	(4,025)		$	(26,980)		$	(12,095)
Financing activities		$	449		$	(1,900)		$	9,697		$	23,361		$	17,290

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Cash Provided by (Used in) Operating Activities:

During the six months ended June 30, 2022, cash provided by operating activities of $7.8 million primarily reflected our net loss of $(16.6) million for the period, adjusted by non-cash charges of $11.2 million which primarily included $7.0 million in share-based compensation, and $8.9 million in depreciation and amortization, partially offset by $(0.3) million fair value adjustment of CVR liabilities and $(4.5) million of deferred income taxes, net, as well as changes in our working capital accounts in the amount of $13.1 million, primarily consisting of cash inflow from changes in accounts receivable, net, other long-term liabilities and other long-term assets, partially offset by cash outflow from changes in deferred revenue and accounts payable and accrued liabilities.

During the six months ended June 30, 2021, cash provided by operating activities of $3.5 million primarily reflected our net loss of $(16.1) million for the period, adjusted by non-cash charges of $11.2 million, which primarily included $7.5 million in depreciation and amortization, $7.8 million in share-based compensation, $0.3 million fair value adjustment of CVR liabilities, partially offset by $(4.4) million of deferred income taxes, net, as well as changes in our working capital accounts in the amount of $8.4 million, primarily consisting of cash inflow from changes in accounts receivable, net, partially offset by cash outflow from changes in deferred revenue.

During the year ended December 31, 2021, cash used in operating activities of $(5.7) million primarily reflected our net losses of $(27.0) million for the period, adjusted by non-cash charges of $24.0 million, which primarily included $15.1 million in share-based compensation, $16.3 million in depreciation and amortization and $1.2 million fair value adjustment on CVR, partially offset by $(7.3) million of deferred income taxes, as well as changes in our working capital accounts of $(2.6) million, primarily consisting of cash outflow from changes in deferred revenue and other long-term liabilities, partially offset by cash inflow from changes in accounts receivable, net and accounts payable and accrued liabilities.

During the year ended December 31, 2020, cash provided by operating activities of $3.6 million primarily reflected our net losses of $(17.6) million for the period, adjusted by non-cash charges of $16.4 million, which primarily included $13.1 million in depreciation and amortization, $9.2 million in share-based compensation and $2.1 million fair value adjustment on CVR, partially offset by $(6.2) million of deferred income taxes, as well as cash inflow from our working capital accounts of $4.7 million, primarily consisting of cash inflow from changes in other long-term assets, accounts payable and accrued liabilities and deferred revenue.

During the year ended December 31, 2019, cash used in operating activities of $(5.2) million primarily reflected our net losses of $(13.6) million for the period, adjusted by non-cash charges of $17.3 million, which primarily included $10.9 million in depreciation and amortization and $6.7 million in share-based compensation, as well as changes in our working capital accounts of $(8.9) million, primarily consisting of cash outflow from changes in accounts receivable, net, deferred revenue and other long term liabilities.

Cash Provided by (Used in) Investing Activities:

During the six months ended June 30, 2022 and 2021, cash used in investing activities consisted of $(8.2) million and $(1.6) million of cash paid for property and equipment, respectively.

During the year ended December 31, 2021, cash used in investing activities of $(4.0) million resulted from $(4.1) million paid for property and equipment, $(1.2) million payments made to CVR holders and other, partially offset by the $1.3 million proceeds from sale of short-term investments.

During the year ended December 31, 2020, cash used in investing activities of $(27.0) million resulted from $(27.1) million cash paid for the acquisition of Icagen, xCella Biosciences and Taurus Biosciences (net of cash acquired), $(1.8) million paid for property and equipment, partially offset by $1.9 million proceeds received from sale of intellectual property license.

During the year ended December 31, 2019, cash used in investing activities of $(12.1) million resulted from $(11.8) million cash paid for the acquisition of Ab Initio (net of cash acquired) and $(0.3) million paid for property and equipment.

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Cash Provided by (Used in) Financing Activities:

As Ligand managed our cash and financing arrangements prior to the completion of the Separation, all excess cash generated through earnings was deemed remitted to Ligand and all sources of cash were deemed funded by Ligand. Cash provided by financing activities primarily include cash transferred based on changes in our cash used for operations.

During the six months ended June 30, 2022, cash provided by financing activities was $0.5 million, which consisted of $2.2 million net transfer from parent, $(1.5) million payments to CVR holders and $(0.2) million payment to deferred transaction costs. During the six months ended June 30, 2021, cash used in financing activities was $(1.9) million, which consisted of $(0.9) million net transfer to parent and a $(1.1) million payment to CVR holders.

During the year ended December 31, 2021, cash provided by financing activities was $9.7 million, which consisted of $10.7 million net transfer from parent, partially offset by $(1.0) million payments to CVR holders.

During the year ended December 31, 2020, cash provided by financing activities was $23.4 million, which consisted of $25.7 million net transfer from parent, partially offset by $(2.3) million payments to CVR holders.

During the year ended December 31, 2019, cash provided by financing activities was $17.3 million, which consisted of $20.3 million net transfer from parent, partially offset by $(3.0) million payments to CVR holders.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent liabilities in the combined financial statements and accompanying notes. The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the company’s financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified the critical accounting policies and judgments addressed below. We also have other key accounting policies, which involve the use of estimates, judgments, and assumptions that are significant to understanding our results. For additional information, see Note (3), Basis of Presentation and Summary of Significant Accounting Policies in the notes to OmniAb’s combined financial statements included in this proxy statement/prospectus/information statement. Although we believe that our estimates, assumptions, and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments, or conditions.

Revenue Recognition

License revenue is generally recognized at a point in time once we grant access to our intellectual property rights. We do not have future performance obligations under these license arrangements. We generally satisfy our obligation to grant intellectual property rights on the effective date of the contract.

Our contracts with customers often will include future contingent milestone based payments. We include contingent milestone based payments in the estimated transaction price when the milestones are determined to be probable of being achieved. These estimates are based on historical experience, anticipated results and our best judgment at the time. If the contingent milestone based payment is sales-based, we apply the royalty recognition constraint and record revenue when the underlying sale has taken place. Significant judgments must be made in determining the transaction price for our sales of intellectual property. Because of the risk that products in development with our partners will not reach development based milestones or receive regulatory approval, we generally recognize any contingent payments that would be due to us upon the development milestone or regulatory approval. Depending on the terms of the arrangement, we may also defer a portion of the consideration received if we have to satisfy a future obligation.

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For research and development services that we recognize over time, we measure our progress using an input method. The input methods we use are based on the effort we expend or costs we incur toward the satisfaction of our performance obligation. We estimate the amount of effort we expend, including the time it will take us to complete the activities, or the costs we may incur in a given period, relative to the estimated total effort or costs to satisfy the performance obligation. This results in a percentage that we multiply by the transaction price to determine the amount of revenue we recognize each period. This approach requires us to make numerous estimates and use significant judgment. If our estimates or judgments change over the course of the collaboration, they may affect the timing and amount of revenue that we recognize in the current and future periods.

We expense incremental costs of obtaining a contract when incurred if the expected amortization period of the asset that we would have recognized is one year or less or the amount is immaterial. We did not incur any incremental costs of obtaining a contract during the periods reported.

We occasionally have sub-license obligations related to arrangements for which we receive license fees, milestones and royalties. We evaluate the determination of gross as a principal versus net as an agent reporting based on each individual agreement.

Intangible Assets and Other Long-Lived Assets — Impairment Assessments

We regularly perform reviews to determine if the carrying values of our long-lived assets are impaired. A review of identifiable intangible assets and other long-lived assets is performed when an event occurs indicating the potential for impairment. If indicators of impairment exist, we first assess the impairment evaluation and then assess the recoverability of the affected long-lived assets and compare their fair values to the respective carrying amounts if needed. An impairment evaluation is based on an undiscounted cash flow analysis at the lowest level at which cash flows of the long-lived assets are largely independent of other groups of assets and liabilities.

In order to estimate the fair value of identifiable intangible assets and other long-lived assets, we estimate the present value of future cash flows from those assets. The key assumptions that we use in our discounted cash flow model are the amount and timing of estimated future cash flows to be generated by the asset over an extended period of time and a rate of return that considers the relative risk of achieving the cash flows, the time value of money, and other factors that a willing market participant would consider. Significant judgment is required to estimate the amount and timing of future cash flows and the relative risk of achieving those cash flows.

Assumptions and estimates about future values and remaining useful lives are complex and often subjective. They can be affected by a variety of factors, including external factors such as industry and economic trends, and internal factors such as changes in our business strategy and our internal forecasts. For example, if our future operating results do not meet current forecasts or if we experience a sustained decline in our market capitalization that is determined to be indicative of a reduction in fair value of our reporting unit, we may be required to record future impairment charges for purchased intangible assets. Impairment charges could materially decrease our future net income and result in lower asset values on our balance sheet.

Income Taxes

We have historically operated as part of Ligand and not as a stand-alone company. We determined the OmniAb income tax provision as if OmniAb had filed a consolidated federal income tax return and combined state income tax returns separate from Ligand. We recorded a current state income tax expense for the tax years ended December 31, 2021, 2020 and 2019 for certain OmniAb state minimum taxes. We recorded a deferred federal and state income tax benefit for the year ended December 31, 2021 and 2020 to reflect the change in the net deferred tax liability for the period. We recorded a deferred federal tax benefit and deferred state tax expense for the year ended December 31, 2019 to reflect the change in the net deferred tax liability for the period.

Our provision for income taxes, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflect our best assessment of estimated future taxes to be paid. Significant judgments and estimates

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based on interpretations of existing tax laws or regulations in the United States are required in determining our provision for income taxes. Changes in tax laws, statutory tax rates, and estimates of our future taxable income could impact the deferred tax assets and liabilities provided for in the combined financial statements and would require an adjustment to the provision for income taxes.

Deferred tax assets are regularly assessed to determine the likelihood they will be recovered from future taxable income. A valuation allowance is established when we believe it is more likely than not the future realization of all or some of a deferred tax asset will not be achieved. In evaluating our ability to recover deferred tax assets within the jurisdiction which they arise, we consider all available positive and negative evidence. Factors reviewed include the cumulative pre-tax book income for the past three years, scheduled reversals of deferred tax liabilities, our history of earnings and reliability of our forecasts, projections of pre-tax book income over the foreseeable future, and the impact of any feasible and prudent tax planning strategies.

We recognize the impact of a tax position in our financial statements only if that position is more likely than not of being sustained upon examination by taxing authorities, based on the technical merits of the position. Tax authorities regularly examine our returns in the jurisdictions in which we do business and we regularly assess the tax risk of our return filing positions. Due to the complexity of some of the uncertainties, the ultimate resolution may result in payments that are materially different from our current estimate of the tax liability. These differences, as well as any interest and penalties, will be reflected in the provision for income taxes in the period in which they are determined.

Recent Accounting Pronouncements

For the summary of recent accounting pronouncements applicable to OmniAb’s combined financial statements, see Note (3), Basis of Presentation and Summary of Significant Accounting Policies in the notes to OmniAb’s combined financial statements included in this proxy statement/prospectus/information statement.

Implications of Being an Emerging Growth Company

We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act). As an emerging growth company, we may take advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:

•

being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;

•

not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the Sarbanes-Oxley Act);

•

not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, unless the SEC determines the new rules are necessary for protecting the public;

•

reduced disclosure obligations regarding executive compensation; and

•

exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

We may take advantage of these provisions until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of APAC’s initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700.0 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

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We have elected to take advantage of certain of the reduced disclosure obligations in this proxy statement/prospectus/information statement and in the registration statement of which this proxy statement/prospectus/information statement is a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information in this proxy statement/prospectus/information statement and that we provide to our stockholders in the future may be different than what you might receive from other public reporting companies in which you hold equity interests.

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. We intend to rely on this and other exemptions provided by the JOBS Act, including without limitation, not being required to comply with the auditor attestation requirements of Section 404(b) of Sarbanes-Oxley.

Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

We expect our cash and cash equivalents will consist of cash in readily available checking accounts and money market funds. As a result, the fair value of our portfolio is relatively insensitive to interest rate changes.

Effects of Inflation

Inflation generally affects us by increasing our cost of labor and research and development contract costs. We do not believe inflation has had a material effect on our results of operations during the periods presented in OmniAb’s combined financial statements included in this proxy statement/prospectus/information statement.

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EXECUTIVE AND DIRECTOR COMPENSATION OF OMNIAB

Executive Compensation

The following section provides compensation information applicable to “emerging growth companies” under the SEC disclosure rules.

Overview

Immediately prior to the Distribution, we will be a wholly-owned subsidiary of Ligand. For purposes of this proxy statement/prospectus/information statement, our executive officers whose compensation is discussed in this Executive Compensation section and whom we refer to as our named executive officers are Matthew W. Foehr, who serves as our President and Chief Executive Officer, and Charles S. Berkman, who serves as our Chief Legal Officer and Secretary. Decisions regarding past compensation of our named executive officers have been made by Ligand’s Human Capital Management and Compensation Committee. Kurt Gustafson, who serves as our Executive Vice President, Finance and Chief Financial Officer, commenced employment with us in March 2022 and is therefore not included in the following discussion as it relates to prior years.

This Executive Compensation section sets forth certain information regarding total compensation earned by our named executive officers for fiscal years 2020 and 2021. Our compensation package for our named executive officers primarily consists of salary, an annual performance bonus, and long-term equity incentive awards. The New OmniAb Board will form its own human capital management and compensation committee and it may choose to change such programs, objectives and framework following the completion of the Distribution. This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt following the completion of the Distribution and the Business Combination may differ materially from the currently planned programs summarized in this discussion.

Summary Compensation Table

The following table provides certain information regarding the compensation earned by our named executive officers during the fiscal years ended December 31, 2021 and 2020.

Name and Principal Position	Year		Salary ($)		Stock Awards(1) ($)		Option Awards(1) ($)		Non-Equity Incentive Plan Compensation(2) ($)		All Other Compensation(3) ($)		Total ($)
Matthew W. Foehr		2021		518,933		3,146,844		1,226,357		259,467		130,603(4)		5,282,204
Chief Executive Officer		2020		503,750		1,242,269		1,303,366		277,063		158,001(5)		3,484,449
Charles S. Berkman		2021		451,682		1,665,811		649,308		203,257		10,890		2,980,948
Chief Legal Officer and Secretary		2020		441,917		644,168		675,820		176,767		6,180		1,944,852

(1)

Reflects the grant date fair value for stock and option awards covering shares of Ligand Common Stock granted by Ligand in 2020 and 2021, calculated in accordance with FASB ASC Topic 718, Compensation — Stock Compensation, (Topic 718). The assumptions used to calculate the value of stock and option awards granted in 2020 and 2021 are set forth under Note 9 of the Notes to Consolidated Financial Statements included in Ligand’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 28, 2022. The grant date fair value of the RSUs granted in 2020 and 2021 was determined based on the closing price per share of Ligand Common Stock on the date of grant for each RSU granted.

With respect to the PSU awards included in the Summary Compensation Table, these amounts include the grant date fair value of such PSUs granted to the named executive officers based on the estimated probable outcome of the performance based objectives applicable to such awards on the grant date.

With respect to the PSUs granted in 2020, the number of PSUs that are eligible to vest will be determined based on the measurement of two equally weighted metrics, the compound annual growth rate for

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Ligand’s adjusted EPS over a two-year performance period and Ligand’s relative TSR ranked on a percentile basis against the NASDAQ Biotechnology Index over a three-year performance period measured from January 1, 2020. The grant date fair value of the PSUs granted during 2020 included in this column that are tied to the compound annual growth rate for Ligand’s adjusted EPS was calculated based on the probable achievement of the performance goals as determined at the date of grant, which was determined to be the target level of performance. The grant date fair value of the PSUs that are tied to relative TSR was calculated using the Monte Carlo simulation which utilizes the stock volatility, dividend yield and market correlation of OmniAb and the NASDAQ Biotechnology Index. For the PSUs granted during 2020, such inputs consisted of: (a) an expected term that was based on the actual 2.81 year term of the award; (b) a risk-free interest rate of 0.4% derived from the yield on U.S. government bonds of appropriate term from the U.S. Department of Treasury; (c) a dividend yield of 0.0% based on historic and future dividend yield estimates; (d) stock price volatility of 39.75% based on an analysis of the historical stock price volatility of Ligand and each company in the NASDAQ Biotechnology Index over the three years prior to the date of grant to conform to the term of the awards; and (e) initial TSR performance of -11.48% based on actual historical TSR performance for Ligand and each company in the NASDAQ Biotechnology Index. Based on this methodology, the valuation of the PSUs tied to relative TSR performance granted during 2020 was 52.81% of the closing price of Ligand Common Stock on the date of grant. The highest level of performance that may be achieved for the PSUs is 200% of the target. The full grant date fair value of the PSUs awarded to our named executive officers during fiscal year 2020, assuming maximum achievement of the applicable performance objectives, is $1,049,603 for Mr. Foehr and $544,291 for Mr. Berkman.

With respect to the PSUs granted in 2021, the number of PSUs that are eligible to vest will be determined based on the measurement of two equally weighted metrics, the initiation of partnered OmniAb antibody programs over a two-year performance period measured from January 1, 2021 and Ligand’s relative TSR ranked on a percentile basis against the NASDAQ Biotechnology Index over a three-year performance period measured from January 1, 2021. The grant date fair value of the PSUs granted during 2021 included in this column that are tied to the initiation of partnered OmniAb antibody programs was calculated based on the probable achievement of the performance goals as determined at the date of grant, which was determined to be the target level of performance. The grant date fair value of the PSUs that are tied to relative TSR was calculated using the Monte Carlo simulation which utilizes the stock volatility, dividend yield and market correlation of OmniAb and the NASDAQ Biotechnology Index. For the PSUs granted during 2021, such inputs consisted of: (a) an expected term that was based on the actual 2.9 year term of the award; (b) a risk-free interest rate of 0.18% derived from the yield on U.S. government bonds of appropriate term from the U.S. Department of Treasury; (c) a dividend yield of 0.0% based on historic and future dividend yield estimates; (d) stock price volatility of 52.56% based on an analysis of the historical stock price volatility of Ligand and each company in the NASDAQ Biotechnology Index over the three years prior to the date of grant to conform to the term of the awards; and (e) initial TSR performance of 84.38% based on actual historical TSR performance for Ligand and each company in the NASDAQ Biotechnology Index. Based on this methodology, the valuation of the PSUs tied to relative TSR performance granted during 2020 was 176.27% of the closing price of Ligand Common Stock on the date of grant. The highest level of performance that may be achieved for the PSUs is 200% of the target. The full grant date fair value of the PSUs awarded to our named executive officers during fiscal year 2021, assuming maximum achievement of the applicable performance objectives, is $2,333,894 for Mr. Foehr and $1,235,551 for Mr. Berkman.

(2)

Represents performance bonus awards under Ligand’s annual performance-based bonus program.

(3)

For Mr. Berkman, represents life insurance premiums paid by Ligand of $1,380 for each of 2021 and 2020, taxable fringe benefits of $3,510 for 2021, and 401(k) matching funds paid by Ligand of $6,000 in 2021 and $4,800 in 2020.

(4)

Pursuant to the management rights letter between Viking Therapeutics, Inc. (Viking) and Ligand dated May 21, 2014, Ligand nominated Mr. Foehr to serve as a member of Viking’s board of directors. During 2021, in connection with Mr. Foehr’s service as a director of Viking, Mr. Foehr received (1) $38,000 in cash payments and (2) $85,603 in option awards (representing the aggregate grant date fair value of the option awards as reported by Viking, computed in accordance with authoritative

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accounting guidance). Additionally, Mr. Foehr received life insurance premiums paid by Ligand for 2021 of $900, taxable fringe benefits of $100, and $6,000 in 401(k) matching funds paid by Ligand in 2021.

(5)

During 2020, in connection with Mr. Foehr’s service as a director of Viking, Mr. Foehr received (1) $38,000 in cash payments and (2) $114,001 in option awards (representing the aggregate grant date fair value of the option awards as reported by Viking, computed in accordance with authoritative accounting guidance). Additionally, Mr. Foehr received life insurance premiums paid by Ligand for 2020 of $900, taxable fringe benefits of $300, and $4,800 in 401(k) matching funds paid by Ligand in 2020.

Narrative to Summary Compensation Table

Base Compensation

Ligand Practice

Annual base salary increases are based upon the performance of the executive officers, internal pay equity considerations, and peer practices, as assessed by the chief executive officer (for executives other than himself) and approved by Ligand’s Human Capital Management and Compensation Committee. Ligand’s Human Capital Management and Compensation Committee assesses these factors with respect to the chief executive officer. Ligand provides its executive officers with a base salary that falls between the 25th and 50th percentiles for similar positions at its peer group, but may vary from such level based on the factors listed above.

For 2021, our named executive officers each received an approximately 3% increase to his base salary, effective as of February 1, 2021. This increase was determined to be appropriate by the Human Capital Management and Compensation Committee to ensure that the base salaries of Ligand’s executive officers (including our named executive officers) continued to be generally consistent with its pay positioning philosophy, as described above. The base salary paid to our named executive officers for 2021 was $520,200 for Mr. Foehr and $456,300 for Mr. Berkman.

Going Forward

Our human capital management and compensation committee will set base salary levels for executive officers taking into account base salary levels for positions with similar roles and scope of responsibilities within our peer group, as well as the executive officer’s performance.

Annual Performance-Based Cash Compensation

Ligand Practice

Ligand’s Human Capital Management and Compensation Committee aims to have a substantial portion of each executive officer’s compensation contingent upon company performance. Ligand’s annual performance-based bonus program provides for cash bonus payments tied to achievement of key annual corporate performance objectives established by the Ligand Board for such purpose. Ligand’s annual performance-based bonus program is intended to complement its long-term equity program, which more directly aligns realized executive compensation with longer-term share price and corporate objectives.

Target Annual Bonus Opportunities

Ligand sets annual incentive targets so that each executive’s total target cash compensation (inclusive of base salary) is positioned between the 25th and 50th percentiles of target total cash opportunities offered by its peer group. The target incentive opportunity for Mr. Berkman for 2021 was increased from 40% to 45% of his base salary. The target incentive opportunity for Mr. Foehr for 2021 did not increase as compared to his 2020 target. Each named executive officer’s annual bonus for 2021 is tied 100% to corporate performance. For 2021, Mr. Foehr’s target incentive opportunity was 50% of his base salary, and Mr. Berkman’s target incentive opportunity was 45% of his base salary.

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2021 Corporate Performance Objectives and Achievements

At the beginning of each year, the Ligand Board sets corporate objectives for the year in a number of areas after considering management input and its overall strategic objectives. Following the conclusion of each year, Ligand’s Human Capital Management and Compensation Committee assesses the level of achievement relative to these corporate objectives. This achievement level is then applied to each executive officer’s target bonus to determine that year’s total annual bonus. The Human Capital Management and Compensation Committee retains the discretion to reduce the final bonus payout to an executive officer based on other factors deemed relevant to assessing the company’s performance in comparison to its peers and the industry.

In January 2021, Ligand’s Human Capital Management and Compensation Committee and the Ligand Board approved the performance objectives for the 2021 annual bonus program. The metrics were established after careful consideration of key short-term corporate goals. While Ligand’s business was considerably impacted by the COVID-19 pandemic, the goals set at the beginning of the year were not adjusted to take into account the impact of the pandemic. Objectives included the following: finance (revenue, EBITDA), licensing (completion of at least three new major contracts from the Icagen and Pfenex technology platforms), OmniAb (build computer-aided antigen design capability and position antigen library to leverage in partnerships, acquire or build new cell screening and discovery capabilities, complete at least one out-license or major buy-out transaction), Captisol (expand IP footprint, optimize cost structure and processing efficiencies), and pipeline (management of partners and portfolio to support high-value, late-stage assets).

In January 2022, Ligand’s Board and Human Capital Management and Compensation Committee determined to pay the following bonus amounts to our named executive officers for 2021 based on Ligand’s achievement of the performance objectives discussed above: $259,467 for Mr. Foehr and $203,257 for Mr. Berkman.

Going Forward

Our human capital management and compensation committee will develop an annual performance-based cash compensation plan focused on corporate objectives that support our long-term business goals, while also allowing for meaningful pay differentiation tied to performance of individuals and groups.

Long-Term Performance-Based Equity Awards

Ligand Practice

Ligand’s long-term performance-based compensation is designed to link the ultimate level of an executive officer’s compensation to Ligand’s stock price performance and long-term stockholder interests while creating an incentive for sustained growth.

Ligand provides equity compensation to its executive officers through grants of stock options, performance stock units (PSUs) and restricted stock units (RSUs). For 2021, these equity vehicles were weighted at 40%, 33%, and 27%, respectively.

•

Time-based stock options granted to the executive officers generally have a four-year vesting schedule designed to provide an incentive for continued employment. Options have a ten-year term and an exercise price equal to 100% of the fair market value of the underlying stock on the date of grant. Accordingly, options will provide a return to the executive officer only if the market price of the shares appreciates over the option term.

•

Time-based restricted stock units generally vest in equal installments over three years.

•

Performance stock units are a significant component of Ligand’s annual long-term equity incentive awards for executive officers that vest based on key corporate and financial objectives over multi-year performance periods. At the time of grant, Ligand’s Human Capital Management and Compensation Committee conducts a review of the performance measures and associated payout levels, the rigor of the performance goals and their alignment with performance.

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The Human Capital Management and Compensation Committee views granting equity awards as a retention device and therefore also reviews the status of vesting and number of vested versus unvested awards at the time of grant. Guidelines for the number of equity awards granted to each executive officer are determined using a procedure approved by the Human Capital Management and Compensation Committee based upon several factors, including the executive officer’s level of responsibility, salary grade, performance and the value of the equity awards at the time of grant.

Given the position of executive cash compensation relative to market (which is set between the 25th and 50th percentiles), the Human Capital Management and Compensation Committee has emphasized long-term equity incentive compensation to ensure total compensation is competitive. The long-term equity incentive awards granted to its executive officers in 2021 fell between the 50th and 75th percentiles of equity awards for similar positions at the peer group companies, adjusted using the above factors and taking into consideration such equivalency factors as the number of shares outstanding and market capitalization, compared to the peer group companies. As a result of the weighting of the short-term cash and long-term equity components of total compensation, the total target annual compensation for Ligand’s executive officers approximates the 50th to 75th percentile range of the peer group.

2021 Long-Term Incentive Awards

In January 2021, Ligand’s Human Capital Management and Compensation Committee approved long-term incentive awards to our named executive officers as described in the table below.

Name	Total Stock Option Target Value (40%)		Number of Stock Options Granted(1)		Total RSU Target Value (27%)		Number of RSUs Granted(2)		Total PSU Target Value (33%)		Number of PSUs Granted (at Target)(2)
Matthew W. Foehr		1,360,000		13,136		918,000		6,595		1,122,000		8,060
Charles S. Berkman		720,000		6,955		486,000		3,491		594,000		4,267

(1)

The actual number of options awarded was calculated using the Black-Scholes option pricing model (utilizing the same assumptions that Ligand utilizes in the preparation of its financial statements).

(2)

The actual number of RSUs and PSUs awarded is calculated by dividing (a) the target grant value of the RSU award, by (b) the average closing price per share of Ligand’s common stock on the Nasdaq Global Market (or such other established stock exchange or national quotation system on which the stock is quoted) for the 30-calendar day period through and including February 3, 2021.

Consistent with prior years, the PSUs granted by the Human Capital Management and Compensation Committee in 2021 (the 2021 PSUs) were divided into two equally weighted components: one subject to three-year relative TSR performance conditions and one subject to two-year OmniAb program initiation performance conditions. The Human Capital Management and Compensation Committee selected the foregoing performance measures in order to drive the key behaviors that the Human Capital Management and Compensation Committee wants to reinforce and align pay with stockholder returns.

Threshold, target and maximum performance levels for both components of the 2021 PSUs were established (which, for relative TSR performance, equate to 50%, 100% and 200% payout levels, respectively, with performance between these levels determined by linear interpolation, for OmniAb program initiation performance, equate to 50%,100%, and 150% payout levels, respectively, with performance between levels determined by rounding down to the nearest achievement level, and, in each case, no payout for performance below threshold). The Human Capital Management and Compensation Committee selected the foregoing performance measures because they represent the key financial and operational performance metrics for which the executives are responsible as well as align with stockholders’ interests, thereby creating the clearest link between executive actions, corporate results and Ligand’s continued long-term success.

Relative TSR Component. The performance-based vesting requirement for the 2021 PSUs tied to relative TSR is based on the percentile level of Ligand’s TSR for the three-year performance period from January 1, 2021 through December 31, 2023, relative to the members of the NASDAQ Biotechnology Index. The NASDAQ Biotechnology Index was selected for comparison because it enables the Human Capital Management and Compensation Committee to assess Ligand’s performance against an objective peer group.

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TSR PERCENTILE VS. NASDAQ BIOTECHNOLOGY INDEX	% OF TARGET PAID
95th percentile		200%
55th percentile		100%
30th percentile		50%
< 30th percentile		0%

To receive the earned shares, an executive officer must generally remain employed with Ligand through the last day of the applicable performance period.

OmniAb Program Initiation Component. The second performance-based vesting component for the 2021 PSUs is tied to the initiation of a number of partnered OmniAb antibody programs during the two-year performance period from January 1, 2021 through December 31, 2022. The programs may be a combination of new platform rodent partnerships, cow or heavy chain-only technology programs and/or programs leveraging the OmniChicken technology and services. Each program must be potentially royalty-bearing. A “new” platform rodent partnership is defined as rodent programs initiated by partners that are added during the performance period.

Number of OmniAb Programs	% of Target Paid
35 or more		150%
25		100%
15		50%
< 15		0%

The time-based stock options and RSUs granted to our named executive officers in 2021 vest in accordance with the standard vesting schedules described above.

2019 Performance-Based Restricted Stock Units Earned

In May 2019, our named executive officers were granted PSUs (the 2019 PSUs) that were eligible to vest based on the following two equally-weighted objectives (and a possible performance multiplier of 150% for “maximum” performance relative to both objectives):

•

The vesting of the first component of the 2019 PSUs was tied to Ligand’s incremental revenue from acquisitions, new licensing deals and Captisol sales above projections for the two year performance period commencing January 1, 2019 and ending December 31, 2020.

•

The vesting of the second component of the 2019 PSUs was tied to new licenses for internally funded programs during the performance period commencing January 1, 2019 and ending December 31, 2021.

In January 2021, the Human Capital Management and Compensation Committee certified Ligand’s achievement relative to the incremental revenue objective for purposes of the 2019 PSUs following the end of the applicable two-year performance period. The threshold, target and maximum performance levels for the incremental revenue component of these awards are as follows:

Objective

Weighting

Threshold
(0%)

Target
(100%)

Maximum
(150%)

Actual
Performance

Percentage
Earned

Incremental Revenue(1)

50%

$10 million

$15 million

$20 million

$109 million

150%

(1)

The actual number of units that vested and issued in January 2021 with respect to the portion of the 2019 PSUs tied to incremental revenue was 5,604 for Mr. Foehr and 2,401 for Mr. Berkman.

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The “target” number of 2019 PSUs that remain eligible to vest based on new licenses for internally funded programs objective are reported in the “Outstanding Equity Awards at Fiscal Year-End” table below.

Acceleration of Equity Awards upon a Change in Control

Equity awards granted under Ligand’s 2002 Stock Incentive Plan (the 2002 Plan) to our named executive officers may be subject to accelerated vesting in the event of a “change in control.”

Ligand equity award agreements under the 2002 Plan entered into by our named executive officers provide that such equity awards will automatically vest in the event of a “change in control” where the option is not assumed or replaced by a successor.

Under the 2002 Plan, a “change in control” is generally defined as:

•

a merger, consolidation or reorganization of the company in which 50% or more of Ligand’s voting securities change ownership;

•

the sale, transfer or other disposition of all or substantially all of Ligand’s assets in complete liquidation or dissolution of the company; or

•

a change in control of the company effected through a successful tender offer for more than 50% of Ligand’s outstanding common stock or through a change in the majority of the Ligand Board as a result of one or more contested elections for board membership.

The PSUs granted to our named executive officers in 2021 contain additional vesting provisions that will apply in the event of a change in control. In the event of a change in control prior to December 31, 2022, the number of PSUs in which the officer will be eligible to vest under each PSU will be set at the “target” number of units, which “target” PSUs will continue to be eligible to vest based solely on the officer’s continued employment or service, with 50% of such “target” PSUs vesting on December 31, 2022 and 50% of such “target” PSUs vesting on December 31, 2023. In the event of a change in control after December 31, 2022 but prior to December 31, 2023, the remaining number of PSUs in which the officer will be eligible to vest under each PSU will be set at 50% of the “target” number of PSUs, which “target” PSUs will continue to be eligible to vest based solely on the officer’s continued employment or service through December 31, 2023.

In addition, the PSUs granted to our named executive officers in 2020 contain additional vesting provisions that will apply in the event of a change in control. In the event of a change in control prior to December 31, 2021, the number of PSUs in which the officer will be eligible to vest under each PSU will be set at the “target” number of units, which “target” PSUs will continue to be eligible to vest based solely on the officer’s continued employment or service, with 50% of such “target” PSUs vesting on December 31, 2021 and 50% of such “target” PSUs vesting on December 31, 2022. In the event of a change in control after December 31, 2021 but prior to December 31, 2022, the remaining number of PSUs in which the officer will be eligible to vest under each PSU will be set at 50% of the “target” number of PSUs, which “target” PSUs will continue to be eligible to vest based solely on the officer’s continued employment or service through December 31, 2022.

Going Forward

Treatment of Outstanding Equity Awards at the Time of the Distribution

Under the Employee Matters Agreement (as amended), each outstanding Ligand stock option, RSU award and PSU award held by current Ligand and OmniAb service providers as of the time of the Distribution and granted prior to March 2, 2022 (the “Equity Cutoff Date”) generally will be split at the time of the Distribution into two equity awards which will include a Ligand equity award and an OmniAb Equity Award. Following the Distribution, the combined intrinsic value of the resulting Ligand and OmniAb Equity Awards should approximately equal the intrinsic value as of immediately prior to the Distribution of the underlying Ligand equity award. The adjusted Ligand equity awards and OmniAb Equity Awards generally will be subject to the same terms and conditions, including the same vesting and share payment

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timing provisions, as applied to the applicable Ligand equity awards immediately prior to the Distribution; provided, that the performance metrics for the outstanding Ligand PSU awards may be amended to reflect the Distribution as mutually agreed between Ligand and OmniAb, including an amendment to provide that such PSUs will vest solely based on continued service.

Each outstanding Ligand stock option, RSU award and PSU award that is granted on or after the Equity Cutoff Date to an individual who is a current or former Ligand service provider as of the time of the Distribution generally will be adjusted solely into a Ligand equity award at the time of the Distribution. Following the Distribution, the intrinsic value of the resulting Ligand equity award should approximately equal the intrinsic value as of immediately prior to the Distribution of the underlying Ligand equity award. The adjusted Ligand equity awards generally will be subject to the same terms and conditions, including the same vesting and share payment timing provisions, as applied to the applicable Ligand equity awards immediately prior to the Distribution; provided, that the performance metrics for the outstanding PSU awards may be amended to reflect the Distribution as mutually agreed between Ligand and OmniAb, including an amendment to provide that such PSUs will vest solely based on continued service.

Each outstanding Ligand stock option, RSU award and PSU award that is granted after the Equity Cutoff Date to an individual who is a current OmniAb service provider as of the time of the Distribution generally will be adjusted solely into an OmniAb Equity Award at the time of the Distribution. Following the Distribution, the intrinsic value of the resulting OmniAb Equity Award should approximately equal the intrinsic value as of immediately prior to the Distribution of the underlying Ligand equity award. The adjusted OmniAb Equity Awards generally will be subject to the same terms and conditions, including the same vesting and share payment timing provisions, as applied to the applicable Ligand equity awards immediately prior to the Distribution; provided, that the performance metrics for the outstanding PSU awards may be amended to reflect the Distribution as mutually agreed between Ligand and OmniAb, including an amendment to provide that such PSUs will vest solely based on continued service.

At the Effective Time, all (i) OmniAb Options, (ii) OmniAb RSU awards and (iii) OmniAb PSU awards, in each case, that are outstanding as of immediately prior to the Effective Time will be converted into (a) options to purchase shares of New OmniAb Common Stock, (b) the right to receive restricted stock units relating to shares of New OmniAb Common Stock and (c) rights to receive performance-vesting restricted stock units relating to shares of New OmniAb Common Stock, respectively, in each case, with substantially the same terms and conditions as were applicable to the OmniAb Equity Award immediately prior to the Closing (other than terms that have been rendered inoperative by the Distribution and Business Combination), including with respect to vesting and termination-related provisions, as adjusted by the Base Exchange Ratio. In addition, at the Effective Time, each holder of an OmniAb Equity Award will be issued a number of Earnout Shares equal to the product of the number of shares of OmniAb Common Stock subject to the OmniAb Equity Award multiplied by the Earnout Exchange Ratio, which Earnout Shares will be subject to the restrictions set forth in the Merger Agreement.

Following the foregoing adjustments, in the case of Ligand equity awards that are converted into both adjusted Ligand equity awards and OmniAb Equity Awards (or, following the Closing, New OmniAb Equity Awards), continued employment with or service to Ligand or its affiliates will be treated as employment or other continued service with OmniAb and its affiliates (including New OmniAb) with respect to OmniAb Equity Awards (or, following the Closing, New OmniAb Equity Awards) held by Ligand service providers, and continued employment with or other service to OmniAb and its affiliates (including New OmniAb) will be treated as employment or other continued service with Ligand and its affiliates with respect to Ligand equity awards held by OmniAb service providers.

Notwithstanding the foregoing, with respect to any unvested OmniAb Equity Award (or, following the Closing, New OmniAb Equity Award) or unvested Ligand equity award granted or adjusted, as applicable, in connection with the Distribution and Business Combination, if the original Ligand equity award was subject to accelerated vesting provisions in connection with a termination of service with Ligand and/or a “change in control” (as defined in the applicable award agreements or equity plan) of Ligand, then the OmniAb Equity Award (or, following the Closing, New OmniAb Equity Award) or Ligand equity award, as applicable, will be subject to the same acceleration provisions in connection with the holder’s termination of service with his or her post-spin employer, as applicable, and/or change in control of such entity. In addition, any unvested OmniAb Equity Award (or, following the Closing, New OmniAb Equity Award) granted to a Ligand service

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provider in connection with the Distribution and Business Combination will vest in full upon a change in control of New OmniAb, and any unvested Ligand equity award held by an OmniAb service provider that is adjusted in connection with the Distribution and Business Combination will vest in full upon a change in control of Ligand. Additionally, if, following the Distribution and Business Combination, the New OmniAb Board or the Ligand Board, as applicable, determines to accelerate in full the vesting of all of such entity’s equity awards that are held by its current and former service providers, then such board of directors shall also accelerate in full the vesting of all of its equity awards that are held by current and former service providers of the other entities, as applicable.

Following the completion of the Distribution, our long-term incentive award program will initially be similar to Ligand’s program. Our human capital management and compensation committee will review the program with the goal of ensuring it is effective in attracting, retaining and motivating skilled executives and aligning the interests of management and stockholders.

Distribution Equity Awards

In April and June 2022, we granted stock options and RSUs to our named executive officers and certain of our employees, which represent such executives’ and employees’ annual equity awards for 2022. Such stock options and RSUs contain terms substantially similar to those of the Ligand equity awards described above. Our named executive officers were granted the following stock options and RSUs in April and June 2022: Mr. Foehr, 34,214 stock options and 9,137 RSUs, and Mr. Berkman, 20,126 stock options and 5,375 RSUs. In connection with his commencement of employment, in April 2022, Mr. Gustafson was granted 40,000 Ligand options and 8,000 Ligand RSUs. Mr. Gustafson’s Ligand RSUs were granted under the 2002 Plan, and the options subject to the Gustafson Inducement Award were granted as a standalone “employment inducement” award within the meaning of Nasdaq Stock Market Rule 5635(c)(4). Additionally, in July 2022, we granted PSUs to our named executive officers and certain management employees, 50% of which will vest based on the achievement of certain combined total shareholder return goals of Ligand and OmniAb relative to the Nasdaq Biotechnology Index during a period of approximately two years following the Closing of the Business Combination, and the remaining 50% of which will vest based on the calendar quarter during which the completion of the Distribution occurs. The PSUs are eligible to vest in up to 162.5% of the “target” number of PSUs based on performance relative to the performance objectives. Our named executive officers and Mr. Gustafson were granted the following number of PSUs at “target” in July 2022: Mr. Foehr, 11,167 PSUs at “target”; Mr. Berkman, 6,569 PSUs at “target”; and Mr. Gustafson, 4,000 PSUs at “target.”

Equity Compensation Plans

Equity awards granted to our named executive officers have been granted under Ligand’s 2002 Stock Incentive Plan (the 2002 Plan).

Prior to the Distribution, OmniAb will adopt the OmniAb, Inc. 2022 Ligand Service Provider Assumed Award Plan and the OmniAb, Inc. 2022 OmniAb Service Provider Assumed Award Plan (the OmniAb Prior Plans), which will govern the OmniAb Equity Awards issued upon adjustment of outstanding Ligand equity awards in connection with the Distribution as described above under “— Treatment of Outstanding Equity Awards at the Time of the Distribution.” The terms and conditions of the OmniAb Prior Plans will each be substantively the same as the terms and conditions set forth in Ligand’s 2002 Plan. In connection with the Business Combination, APAC will assume the OmniAb Prior Plans and all OmniAb Equity Awards outstanding under the OmniAb Prior Plans. Following the Distribution, no future awards will be granted under the OmniAb Prior Plans, but all awards under the OmniAb Prior Plans that are outstanding as of the Closing will continue to be governed by the terms, conditions and procedures set forth in the OmniAb Prior Plans and any applicable award agreements, as those terms may be equitably adjusted in connection with the Business Combination, as described above under “— Treatment of Outstanding Equity Awards at the Time of the Distribution.”

Prior to the Closing of the Business Combination, APAC intends to adopt the 2022 Incentive Award Plan (the 2022 Plan) and the 2022 Employee Stock Purchase Plan (the ESPP), each of which will be effective upon the Closing of the Business Combination. For additional information about the 2022 Plan and

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ESPP, please see the sections titled “Shareholder Proposal No. 6 — Incentive Plan Proposal” and “Shareholder Proposal No. 6 — The ESPP Proposal,” respectively.

Severance and Change in Control Arrangements

Ligand Practice

Change in Control Severance Agreements

Ligand has entered into a change in control severance agreement with each of our named executive officers. In the event that the named executive officer’s employment is terminated by Ligand without cause or he resigns for good reason within 24 months following a change in control of Ligand, he will be eligible to receive a severance benefit equal to:

•

one times the annual rate of base salary in effect at the time of involuntary termination; plus

•

one times the greater of: (a) the maximum target bonus for the fiscal year in which the termination occurs; or (b) the maximum target bonus for the fiscal year in which the change in control occurs, if different; plus

•

twelve multiplied by the monthly premium he would be required to pay for continued health coverage for himself and his eligible dependents.

The foregoing severance amount will be payable in a lump sum following the officer’s termination of employment, subject to the officer’s execution of a general release of claims acceptable to Ligand.

The change in control severance agreement also provides that all of the named executive officer’s outstanding stock awards will vest in the event of such a termination. In addition, the post-termination exercise period of the named executive officer’s stock options will be extended from three months to the date that is nine months following the date of termination (but in no event beyond the original expiration date of such options).

For purposes of the change in control severance agreement, an involuntary termination is either a termination of the named executive officer’s employment by us without cause or his resignation for good reason. “Cause” is generally defined as an officer’s conviction of, or plea of “guilty” or “no contest” to, a felony under the laws of the United States or any state thereof, an officer’s willful and material breach of any obligation or duty under the employment agreement, any confidentiality and proprietary rights agreement or any written employment or other written policies that have previously been furnished to the officer, which breach is not cured within 30 days after written notice thereof is received by the officer, if such breach is capable of cure, the officer’s gross negligence or willful misconduct, including without limitation, fraud, dishonesty or embezzlement, in the performance of his duties, or the officer’s continuing failure or refusal to perform his assigned duties or to comply with reasonable directives of the board of directors that are consistent with the officer’s job duties (which directives are not in conflict with applicable law), which failure is not cured within 30 days after written notice thereof is received by the officer.

For purposes of the change in control severance agreement, “good reason” is generally defined as a material diminution in the officer’s authority, duties or responsibilities, a material diminution in the officer’s base compensation, a material change in the geographic location at which the officer must perform his duties, or any other action or inaction that constitutes a material breach by us or any successor or affiliate of its obligations to the officer under the employment agreement. An officer must provide written notice to us of the occurrence of any of the foregoing events or conditions without his written consent within 90 days of the occurrence of such event. Ligand will have a period of 30 days to cure such event or condition after receipt of written notice of such event from the officer. Any voluntary termination of an officer’s employment for “good reason” must occur no later than the date that is six months following the initial occurrence of one of the foregoing events or conditions.

For purposes of the change in control severance agreement, a “change in control” has generally the same definition as given to such term under the 2002 Plan.

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Amended and Restated Severance Plan

Ligand maintains the Ligand Pharmaceuticals Incorporated Amended and Restated Severance Plan to provide severance payments to its employees and the employees of its subsidiaries upon an involuntary termination of employment without cause. Our named executive officers are each eligible to participate in the severance plan, provided that he is not subject to disciplinary action or a formal performance improvement plan at the time of termination. However, if, as a result of his involuntary termination by Ligand without “cause,” the named executive officer would be eligible to receive severance under any individual change in control severance agreement, employment agreement or other arrangement providing severance benefits, as approved by the Ligand Board or a committee thereof, the named executive officer will not be eligible for benefits under the severance plan.

Under the terms of the severance plan, the named executive officer will be eligible to receive (1) a lump sum payment in cash for his fully earned but unpaid base salary and accrued but unused vacation through the date of termination, (2) an amount equal to his base salary for the severance period, which period will be equal to (a) two months plus (b) one week for each year of service as of the date of termination and (c) continued health coverage at the same cost as was in effect for the named executive officer at the date of termination throughout such severance period, provided that such named executive officer elects continued coverage under COBRA. The foregoing cash severance benefit will be payable in a lump sum following the officer’s termination of employment, subject to the officer’s execution of a general release of claims acceptable to us.

For purposes of the severance plan, “cause” is generally defined as an officer’s conviction of (or entry of a plea of no contest to) any felony or any other criminal act, an officer’s commission of any act of fraud or embezzlement, an officer’s unauthorized use or disclosure of Ligand’s confidential or proprietary information or trade secrets, an officer’s commission of any material violation of Ligand’s policies, or an officer’s commission of any other intentional misconduct which adversely affects Ligand’s business or affairs in a material manner.

Gustafson Offer Letter

In connection with his commencement of employment as the Executive Vice President, Finance and Chief Financial Officer of OmniAb, Ligand and OmniAb entered into an employment offer letter with Kurt Gustafson, dated February 9, 2022. Pursuant to the offer letter, Mr. Gustafson is eligible to receive an initial base salary of $440,000, a one-time sign-on bonus of $50,000, a target bonus opportunity equal to 40% of his base salary, an equity award comprised of Ligand stock options vesting over four years and Ligand RSU awards vesting over three years, and eligibility to participate in company-sponsored benefits. Mr. Gustafson’s employment is at-will. Mr. Gustafson’s Ligand RSU awards were granted under the 2002 Plan, and the options subject to the Gustafson Inducement Award were granted as a standalone “employment inducement” award within the meaning of Nasdaq Stock Market Rule 5635(c)(4). Under the terms of the Employee Matters Agreement, Mr. Gustafson’s Ligand stock options and Ligand RSU awards will convert solely into OmniAb Options and OmniAb RSU awards in connection with the Distribution.

Pursuant to the offer letter, if Mr. Gustafson’s employment is terminated without cause prior to the Distribution (and such termination occurs prior to a change in control), Mr. Gustafson will be eligible to receive the following payments and benefits in lieu of any severance benefits to which he may be entitled under any severance plan or policy maintained by Ligand or OmniAb: (i) his monthly base salary for 12 months following the date of termination; (ii) an amount equal to his maximum target bonus for the fiscal year in which the termination occurs; (iii) an amount equal to 12 multiplied by the monthly premium he would be required to pay for continued health coverage for himself and his eligible dependents; and (iv) accelerated vesting of all of his outstanding stock awards and extension of the post-termination exercise period for such awards to the nine-month period following the date of termination. The foregoing severance amounts are subject to Mr. Gustafson’s execution of a general release of claims acceptable to Ligand and continued compliance with the proprietary information and inventions agreement, and will be payable with respect to items (i)-(iii) in a lump sum following his termination of employment.

Upon a termination of Mr. Gustafson’s employment without cause or for good reason within 24 months following a change in control, Mr. Gustafson will be eligible to receive severance benefits in accordance with

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a change in control severance agreement to be entered into with Mr. Gustafson, which will contain terms generally similar to those described above under “— Change in Control Severance Agreements.” Mr. Gustafson will also be eligible to participate in our severance plan, which will contain terms generally similar to those described above under “— Amended and Restated Severance Plan.”

Going Forward

Our change in control and severance arrangements will generally be similar to those of Ligand immediately prior to completion of the Distribution. Our human capital management and compensation committee will review these programs and benefits and may make changes to align them with our business needs and strategic priorities.

Other Elements of Compensation and Perquisites

Ligand Practice

Our named executive officers are eligible for the following benefits and perquisites offered by Ligand to its employees.

Health and Welfare Benefits

Each named executive officer and his spouse and children are eligible for such health, dental and vision insurance coverage as Ligand may from time to time make available to its other executives of the same level of employment. Ligand pays a portion of the premiums for this insurance for all employees.

Our named executive officers are also eligible for such disability and/or life insurance as Ligand may from time to time make available to its other employees of the same level of employment. Ligand pays the premiums for this life insurance coverage for the named executive officers.

Defined Contribution Plan

Ligand and its designated affiliates offer the Section 401(k) Savings/Retirement Plan (the 401(k) Plan), a tax-qualified retirement plan, to their eligible employees. The 401(k) Plan permits eligible employees to defer from 1% to 90% of their annual eligible compensation, subject to certain limitations imposed by the Internal Revenue Code. The employees’ elective deferrals are immediately vested and non-forfeitable in the 401(k) Plan. Ligand also makes matching contributions to the 401(k) Plan. In 2021, the match was equal to 50% with respect to the first $12,000 contributed by an employee up to an annual maximum of $6,000 per employee per year.

Employee Stock Purchase Plan

Ligand’s 2002 Employee Stock Purchase Plan, as amended, which is intended to qualify under Section 423 of the Internal Revenue Code, permits participants to purchase Ligand stock on favorable terms. Plan participants are granted a purchase right to acquire shares of common stock at a price that is 85% of the stock price on either the first day of the six month offering period or the stock price on the last day of the six month offering period, whichever is lower. The purchase dates occur on the last business days of December and June of each year. To pay for the shares, each participant may authorize periodic payroll deductions from 1% to 10% of his or her cash compensation, subject to certain limitations imposed by the Internal Revenue Code. All payroll deductions collected from the participant in an offering period are automatically applied to the purchase of common stock on that offering period’s purchase date provided the participant remains an eligible employee and has not withdrawn from the employee stock purchase plan prior to that date.

Limited Perquisites and Other Benefits

Ligand makes available certain other perquisites or fringe benefits to executive officers and other employees, such as tuition reimbursement, professional society dues and food and recreational fees incidental

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to official company functions, including board meetings. The aggregate of these other benefits was less than $10,000 for each of our named executive officers in the last fiscal year.

No Tax Gross-Ups

Ligand has not made gross-up payments to cover our named executive officers’ personal income taxes that may pertain to any of the compensation paid or provided by Ligand.

Going Forward

Our benefits and retirement programs will generally be similar to those of Ligand immediately prior to completion of the Distribution. Our human capital management and compensation committee will review these programs and benefits and may make changes to align them with our business needs and strategic priorities.

Outstanding Equity Awards at Fiscal Year-End

The following table provides information on all stock and option awards held by our named executive officers as of December 31, 2021. All outstanding equity awards are in shares of Ligand Common Stock.

	Option Awards										Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable(1)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)(2)		Market Value of Shares or Units of Stock That Have Not Vested ($)(3)		Equity Incentive Plan Awards: Number of Unearned Shares, Unit or Other Rights That Have Not Vested (#)		Equity incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3)
Matthew W.Foehr		63,210		—		—		74.42		2/11/2024		—		—		—		—
		40,358		—		—		56.26		2/10/2025		—		—		—		—
		25,938		—		—		85.79		2/11/2026		—		—		—		—
		24,348		—		—		100.38		2/24/2027		—		—		—		—
		19,007		1,267		—		159.01		3/2/2028		—		—		—		—
		24,212		9,969		—		117.97		2/11/2029		—		—		—		—
		15,222		17,988		—		95.68		2/13/2030		—		—		—		—
		2,737		10,399		—		177.50		2/3/2031		—		—		—		—
		—		—		—		—		—		14,015(4)		2,164,757		—		—
		—		—		—		—		—		—		—		7,396(5)		1,142,386
		—		—		—		—		—		—		—		8,060(6)		1,244,948
Charles S. Berkman		1,948		—		—		56.26		2/10/2025		—		—		—		—
		4,153		—		—		85.79		2/11/2026		—		—		—		—
		6,830		—		—		100.38		2/24/2027		—		—		—		—
		8,711		581		—		159.01		3/2/2028		—		—		—		—
		10,377		4,272		—		117.97		2/11/2029		—		—		—		—
		7,893		9,327		—		95.68		2/13/2030		—		—		—		—
		1,450		5,505		—		177.50		2/3/2031		—		—		—		—
		—		—		—		—		—		7,114(7)		1,098,828		—		—
		—		—		—		—		—		—		—		3,835(5)		592,354
		—		—		—		—		—		—		—		4,267(6)		659,081

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(1)

Each option grant to the named executive officers has a ten year term from the date of grant. Except as described below, each option vests 12.5% after six months from grant and the remainder in 42 equal monthly installments. For a description of the change in control provisions applicable to the stock option awards, see “Acceleration of Equity Awards upon a Change in Control” above.

(2)

The RSU awards granted to the named executive officers vest over a three year period in equal installments on February 15 of the first three calendar years following the year in which the date of grant occurs. For a description of the change in control provisions applicable to the stock awards, see “Acceleration of Equity Awards upon a Change in Control” above.

(3)

Computed by multiplying the closing market price of Ligand’s common stock on December 31, 2021, the last trading day of 2021, of $154.46, by the number of shares of common stock subject to such award.

(4)

The table above reflects the remaining unvested RSUs from the following grants of RSUs to Mr. Foehr, which vest in equal installments over a three year period: 2,490 unvested RSUs granted on February 11, 2019, 4,930 unvested RSUs granted on February 13, 2020, and 6,595 unvested RSUs granted on February 3, 2021. For a description of the change in control provisions applicable to the stock awards, see “Acceleration of Equity Awards upon a Change in Control” above.

(5)

Represents the “target” number of PSUs granted to the named executive officers in 2020. The PSUs granted in 2020 will vest based on objectives related to the compound annual growth rate of Ligand’s adjusted EPS growth for the two year performance period commencing January 1, 2020 and ending December 31, 2021 and Ligand’s relative TSR for the three year performance period commencing January 1, 2020 and ending December 31, 2022, with each such objective equally weighted (and a possible performance multiplier of 200% for “maximum” performance relative to earnings per share growth objective). Threshold performance levels, below which no vesting will be awarded, were also established for each performance objective. For a description of the change in control provisions applicable to the foregoing equity awards, see “Acceleration of Equity Awards upon a Change in Control” above. The “target” number of PSUs granted to the named executive officers reflected in the column above is 7,396 for Mr. Foehr and 3,835 for Mr. Berkman.

(6)

Represents the “target” number of PSUs granted to the named executive officers in 2021. The PSUs granted in 2021 will vest based on objectives related to the initiation of a number of partnered OmniAb antibody programs for the two year performance period commencing January 1, 2021 and ending December 31, 2022 and Ligand’s relative TSR for the three year performance period commencing January 1, 2021 and ending December 31, 2023, with each such objective equally weighted. Threshold performance levels, below which no vesting will be awarded, were also established for each performance objective. For a description of the change in control provisions applicable to the foregoing equity awards, see “Acceleration of Equity Awards upon a Change in Control” above. The “target” number of PSUs granted to the named executive officers reflected in the column above is 8,060 for Mr. Foehr and 4,267 for Mr. Berkman.

(7)

The table above reflects the remaining unvested RSUs from the following grants of RSUs to Mr. Berkman, which vest in equal installments over a three year period: 1,067 unvested RSUs granted February 11, 2019, 2,556 unvested RSUs granted on February 13, 2020, and 3,491 unvested RSUs granted on February 3, 2021. For a description of the change in control provisions applicable to the stock awards, see “Acceleration of Equity Awards upon a Change in Control” above.

Director Compensation

Ligand Practice

Cash Compensation

Under Ligand’s non-employee director compensation policy in effect during 2021, each director is eligible to receive an annual retainer of $50,000. No meeting fees are paid. In addition, the chair of the Ligand Board will receive an additional annual retainer of $30,000. Non-employee directors also receive additional annual retainers for service on committees of the Ligand Board, as provided in the table below. Directors may elect to receive their retainers in cash or vested shares of Ligand’s common stock, which shares are issued under the 2002 Plan, although none of Ligand’s directors elected to do so during 2021.

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	Page
Dissenters’ Rights and Appraisal Rights		408
SUBMISSION OF SHAREHOLDER PROPOSALS		409
FUTURE SHAREHOLDER PROPOSALS		410
DELIVERY OF DOCUMENTS TO SHAREHOLDERS/HOUSEHOLDING		411
OTHER SHAREHOLDER COMMUNICATIONS		412
LEGAL MATTERS		412
EXPERTS		412
WHERE YOU CAN FIND MORE INFORMATION		413
INDEX TO FINANCIAL STATEMENTS		F-1
INDEX TO COMBINED FINANCIAL STATEMENTS		F-1
ANNEXES		A-1
INFORMATION NOT REQUIRED IN PROSPECTUS		II-0

	Ligand
	High			Low
Calendar Year Ended December 31, 2020
First Quarter		$	122.08		$	57.24
Second Quarter		$	124.97		$	67.25
Third Quarter		$	127.80		$	87.44
Fourth Quarter		$	108.00		$	78.26
Calendar Year Ended December 31, 2021
First Quarter		$	219.75		$	98.62
Second Quarter		$	159.97		$	110.26
Third Quarter		$	146.17		$	102.01
Fourth Quarter		$	169.98		$	126.00
Calendar Year Ended December 31, 2022
First Quarter		$	156.27		$	88.50
Second Quarter		$	118.38		$	72.57
Third Quarter (through August 15, 2022)		$	109.00		$	87.26

	Page
REFERENCES TO ADDITIONAL INFORMATION		6
TRADEMARKS		7
SELECTED DEFINITIONS		8
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		14
QUESTIONS AND ANSWERS		16
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS/INFORMATION STATEMENT		45
MARKET PRICE AND DIVIDEND INFORMATION		76
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF APAC AND OMNIAB		78
RISK FACTORS		92
EXTRAORDINARY GENERAL MEETING OF APAC		160
SHAREHOLDER PROPOSAL NO. 1 – THE BUSINESS COMBINATION PROPOSAL		166
SHAREHOLDER PROPOSAL NO. 2 – THE DOMESTICATION PROPOSAL		235
SHAREHOLDER PROPOSAL NO. 3 – THE ORGANIZATIONAL DOCUMENTS PROPOSAL		237
SHAREHOLDER PROPOSAL NO. 4 – THE NON-BINDING GOVERNANCE PROPOSAL		240
SHAREHOLDER PROPOSAL NO. 5 – THE STOCK ISSUANCE PROPOSAL		244
SHAREHOLDER PROPOSAL NO. 6 – THE INCENTIVE PLAN PROPOSAL		247
SHAREHOLDER PROPOSAL NO. 7 – THE ESPP PROPOSAL		252
SHAREHOLDER PROPOSAL NO. 8 – THE DIRECTOR ELECTION PROPOSAL		257
SHAREHOLDER PROPOSAL NO. 9 – THE ADJOURNMENT PROPOSAL		259
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO APAC SHAREHOLDERS		260
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO LIGAND STOCKHOLDERS OF THE DISTRIBUTION AND MERGER		274
INFORMATION ABOUT APAC AND MERGER SUB		279
APAC MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		284
MANAGEMENT OF APAC		292
INFORMATION ABOUT LIGAND		299
INFORMATION ABOUT THE OMNIAB BUSINESS		300
OMNIAB MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		336
EXECUTIVE AND DIRECTOR COMPENSATION OF OMNIAB		354
MANAGEMENT OF NEW OMNIAB AFTER THE BUSINESS COMBINATION		371
BENEFICIAL OWNERSHIP OF SECURITIES		379
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		383
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF OMNIAB		389
THE SEPARATION AND DISTRIBUTION		390
DESCRIPTION OF COMBINED COMPANY SECURITIES		391
COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS		396
SECURITIES ACT RESTRICTIONS ON RESALE OF COMBINED COMPANY’S SECURITIES		407