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As filed with the Securities and Exchange Commission on April 27, 2022

Registration No. 333-        

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Avista Public Acquisition Corp. II*

(Exact Name of Registrant as Specified in Its Charter)

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65 East 55th Street, 18th Floor

New York, NY 10022

Telephone: 212-603-5500

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective and all other conditions to the Business Combination described in the enclosed proxy statement/prospectus/information statement have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer) ☐

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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)) 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 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

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Common Stock (each, an “OmniAb PSU”), 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.

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 OmniAb 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 97,431,885 shares of New OmniAb Common Stock to former stockholders of OmniAb 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 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

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$[●] 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

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consider the risk factors described in “Risk Factors” beginning on page 70 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.

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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.

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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/PROSPECTUS/INFORMATION STATEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

We are not licensed to conduct investment business in the Cayman Islands by the Cayman Islands Monetary Authority and the accompanying proxy statement/prospectus/information statement does not constitute an offer to members of the public of our issued share capital, whether by way of sale or subscription, in the Cayman Islands. Our issued share capital has not been offered or sold, will not be offered or sold and no invitation to subscribe for our ordinary shares will be made, directly or indirectly, to members of the public in the Cayman Islands.

The accompanying proxy statement/prospectus/information statement is dated [●], 2022 and is first being mailed to shareholders on or about [●], 2022.

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[ ● ], 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:

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.

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We believe the separation, distribution and merger collectively represent an exciting step in our company’s history, and we remain committed to working on your behalf to provide a meaningful return for our stockholders.

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[ ● ], 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.

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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”);

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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 70 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:

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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.

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.

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.

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

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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 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

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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 EXTRAORDINARY 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 CONSUMMATED, 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.

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TRADEMARKS

This document contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this proxy statement/prospectus/information statement may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. APAC does not intend its use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of it by, any other companies.

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SELECTED DEFINITIONS

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

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Unless otherwise stated in this proxy statement/prospectus/information statement or the context otherwise requires, all references in this proxy statement/prospectus/information statement to APAC Class A Ordinary Shares, public shares, APAC Public Warrants or APAC Warrants include any such securities underlying the APAC Units, as applicable.

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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.

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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.

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.

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.

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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.”

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.”

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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 [●] shares of Ligand Common Stock outstanding as of [●], 2022 and applying the Distribution ratio of 1:1, OmniAb expects that a total of approximately [●] 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.”

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

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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

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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 Shres, 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.”

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.”

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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.

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.

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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. 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.”

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 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.

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 will be equal to the Aggregate Merger Consideration. In addition to the Aggregate Merger Consideration, holders of OmniAb Common Stock and equity awards will also receive earnout consideration in the form of the OmniAb Earnout Shares. For further details, see “Shareholder Proposal No. 1 — The Business Combination Proposal — Summary of the Merger Agreement — Merger Consideration.”

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.”

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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 $10.25 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 $10.25 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”). Please see “Risk Factors — Risks Related to Redemption” for additional information.

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

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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.”

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

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.

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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.”

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.

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.

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

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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.

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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, and rely solely upon, their own tax advisors with respect to the U.S. federal income tax consequences of the transaction, including exercising such redemption rights.

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.”

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.

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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 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.

For more information about conditions to the consummation of the Business Combination, see “Shareholder Proposal No. 1 — The Business Combination Proposal—The Merger Agreement.”

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.

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

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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.

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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. 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 purpose of such purchases would be to (i) vote such shares in favor of the Business Combination proposed in other proposals to be voted upon at the extraordinary general meeting and thereby increase the likelihood of obtaining shareholder approval of the 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.

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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.

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.

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.

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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.

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.

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.

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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 days before the extraordinary general meeting) in order for their shares to be redeemed. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

1 State Street, 30th floor

New York, NY 10004

Attention: Mark Zimkind

E-Mail: mzimkind@continentalstock.com

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