UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 21, 2022
AVISTA PUBLIC ACQUISITION CORP. II
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-40720 | 98-1584818 |
| (State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer Identification No.) |
| incorporation) |
65 East 55th Street
18th Floor
New York, New York 10022
(Address of Principal Executive Offices, including zip code)
(212)
593-6900
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols |
Name of each exchange
on which registered | ||
| Units, each consisting of one share of Class A ordinary share and one-third of one redeemable warrant | AHPAU | Nasdaq Capital Market | ||
| Class A common ordinary shares, par value $0.0001 per share | AHPA | Nasdaq Capital Market | ||
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | AHPAW | Nasdaq Capital Market |
| x | Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
| ¨ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
| Item 7.01 | Regulation FD Disclosure. |
As previously disclosed, on March 23, 2022, Avista Public Acquisition Corp. II, a Cayman Islands exempted company (“APAC”) and Ligand Pharmaceuticals Incorporated (“Ligand”), entered into certain definitive agreements providing for a combination of APAC and OmniAb, Inc., Ligand’s antibody discovery business, and a Delaware corporation and wholly owned subsidiary of Ligand (“OmniAb”).
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is an analyst teach-in presentation used by APAC and OmniAb in connection with the proposed business combination between APAC and OmniAb.
In accordance with General Instruction B.2. of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) |
Exhibits.
The Exhibit Index is incorporated by reference herein. |
| Exhibit No. |
Description | |
| 99.1 | OmniAb analyst teach-in presentation dated June 21, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Avista Public Acquisition Corp. II
| ||
| Date: June 21, 2022 | By: | /s/ Benjamin Silbert |
| Name: | Benjamin Silbert | |
| Title: | General Counsel | |