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United States securities and exchange commission logo
December 19, 2022
Matthew Foehr
Chief Executive Officer
OmniAb, Inc.
5980 Horton Street
Suite 600
Emeryville, CA 94608
Re:OmniAb, Inc.
Registration Statement on Form S-1
Filed November 30, 2022
File No. 333-268613
Dear Matthew Foehr:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1, filed November 30, 2022
General
1.Revise your prospectus to disclose the price that each selling securityholder paid for the
securities being registered for resale. Highlight any differences in the current trading
price, the prices that the selling securityholders acquired their shares and warrants, and the
price that the public securityholders acquired their shares and warrants. Disclose that
while the selling securityholders may experience a positive rate of return based on the
current trading price, the public securityholders may not experience a similar rate of return
on the securities they purchased due to differences in the purchase prices and the current
trading price. Please also disclose the potential profit the selling securityholders will earn
based on the current trading price. Lastly, please include appropriate risk factor disclosure.

 FirstName LastNameMatthew Foehr
 Comapany NameOmniAb, Inc.
 December 19, 2022 Page 2
 FirstName LastNameMatthew Foehr
OmniAb, Inc.
December 19, 2022
Page 2
2.Please revise to update your disclosures throughout the filing and address areas that
appear to need updating or that present inconsistencies. Non-exclusive examples of areas
where disclosure should be updated are as follows:
•You state on page 52 that "future" sales of shares of Common Stock may depress its
stock price. Please update this statement and risk factor given that this prospectus is
facilitating those sales; and
•You state on page 72 that you “expect” Ligand to continue to provide certain services
on a transitional basis following the Separation. Please update this statement to reflect
the current status of the contract.
Cover Page
3.For each of the securities being registered for resale, disclose the price that the selling
securityholders paid for such securities.
4.Disclose the exercise prices of the warrants compared to the market price of the
underlying securities. If the warrants are out the money, please disclose the likelihood that
warrant holders will not exercise their warrants. Provide similar disclosure in the
prospectus summary, risk factors, MD&A and use of proceeds section and disclose that
cash proceeds associated with the exercises of the warrants are dependent on the stock
price. As applicable, describe the impact on your liquidity and update the discussion on
the ability of your company to fund your operations on a prospective basis with your
current cash on hand.
5.We note that the shares being registered for resale will constitute a considerable
percentage of your public float. We also note that some of the shares being registered for
resale were purchased by the selling securityholders for prices considerably below the
current market price of the common stock. Highlight the significant negative impact sales
of shares on this registration statement could have on the public trading price of the
common stock.
Risk Factors
Risks Related to Our Common Stock and Warrants
Future sales of shares of Common Stock may depress its stock price., page 52
6.We note your risk factor stating that future sales of shares of common stock may depress
stock prices of your common stock. Please revise this risk factor to highlight the negative
pressure potential sales of shares pursuant to this registration statement could have on the
public trading price of your common stock. To illustrate this risk, disclose the purchase
price of the securities being registered for resale and the percentage that these shares
currently represent of the total number of shares outstanding. Also disclose that even
though the current trading price is at or significantly below the SPAC IPO price, the
private investors/selling securityholders have an incentive to sell because they will still
profit on sales because of the lower price that they purchased their shares than the public
investors.

 FirstName LastNameMatthew Foehr
 Comapany NameOmniAb, Inc.
 December 19, 2022 Page 3
 FirstName LastName
Matthew Foehr
OmniAb, Inc.
December 19, 2022
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
74
7.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. Your discussion should
highlight the fact that Avista Acquisition LP II, a beneficial owner of over 21% of your
outstanding shares, will be able to sell all of its shares for so long as the registration
statement of which this prospectus forms a part is available for use.
Liquidity and Capital Resources, page 78
8.We note that the projected revenues for 2022 were $72 million, as set forth in the
unaudited projected financial information management prepared and provided to the
board, the company’s financial advisors and the SPAC in connection with the evaluation
of the business combination. We also note that your actual revenues for the Nine Months
Ended September 30, 2022 was approximately $23.7 million. It appears that you will miss
your 2022 revenue projection. Please update your disclosure in Liquidity and Capital
Resources, and elsewhere, to provide updated information about the company’s financial
position and further risks to the business operations and liquidity in light of these
circumstances.
9.In light of the unlikelihood that the company will receive significant proceeds from
exercises of the warrants because of the disparity between the exercise price of the
warrants and the current trading price of the common stock, expand your discussion of
capital resources to address any changes in the company’s liquidity position since the
business combination. If the company is likely to have to seek additional capital, discuss
the effect of this offering on the company’s ability to raise additional capital.

 FirstName LastNameMatthew Foehr
 Comapany NameOmniAb, Inc.
 December 19, 2022 Page 4
 FirstName LastName
Matthew Foehr
OmniAb, Inc.
December 19, 2022
Page 4
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Nicholas Nalbantian at 202-551-7470 or Donald Field at 202-551-
3680 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Matthew Bush