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CORRESP
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 CORRESP

 OmniAb, Inc.
 5980 Horton Street, Suite 600
 Emeryville, California 94608
 September 17, 2025 VIA EDGAR
 Robert Augustin Office of Industrial Applications and Services
 Division of Corporation Finance U.S. Securities and
Exchange Commission 100 F Street, N.E. Washington, D.C.
20549

 Re:
 OmniAb, Inc.
 Registration Statement on Form S-3
 File No. 333-290215
 To the addressee set forth above: Pursuant to
Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of OmniAb, Inc., respectfully requests that the effective date of the Registration Statement on Form S-3 referred to above be accelerated so that it will become effective at 4:00 P.M. Eastern Time on September 19, 2025, or as soon as practicable thereafter.
 If you have any questions or require additional information, please contact Anthony Gostanian of Latham & Watkins LLP at (858) 523-3969. Thank you for your assistance and cooperation in this matter.

 Sincerely,

 OMNIAB, INC.

 By:

 /s/ Kurt Gustafson

 Kurt Gustafson

 Chief Financial Officer

 cc:
 Matthew W. Foehr, OmniAb, Inc.
 Charles Berkman, OmniAb, Inc.
 Matthew T. Bush, Latham & Watkins LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 16, 2025

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

 Re: OmniAb, Inc.
 Registration Statement on Form S-3
 Filed September 12, 2025
 File No. 333-290215
Dear Matthew Foehr:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Robert Augustin at 202-551-8483 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Anthony A. Gostanian
</TEXT>
</DOCUMENT>

September 27, 2024
Kurt Gustafson
Executive Vice President, Finance and Chief Financial Officer
OmniAb, Inc.
5980 Horton Street, Suite 600
Emeryville, CA 94608
Re:OmniAb, Inc.
Form 10-K filed March 25, 2024
Dear Kurt Gustafson:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
1
filename1.htm

Document

5980 Horton Street

Suite 600

Emeryville, CA 94608

September 24, 2024

VIA EDGAR

Jeanne Baker

Al Pavot

Office of Industrial Applications and Services

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F. Street N.E.

Washington, D.C. 20549

Re:    OmniAb, Inc.

    Form 10-K filed March 25, 2024

Dear Ms. Baker and Mr. Pavot:

We are in receipt of the Staff’s letter (“Comment Letter”) dated September 11, 2024 with regard to the above-referenced Form 10-K for the year ended December 31, 2023 (the “2023 10-K”) of OmniAb, Inc. (the “Company”). In addition to addressing the comments raised by the Staff in the Comment Letter, the responses herein include updates to certain other disclosures and clarifications of the information contained therein.

For ease of reference, each of the Staff’s comments is reproduced below in bold and italics and is followed by the response to such comment. In addition, unless otherwise indicated, all captions and references to page numbers in such responses correspond to page numbers set forth in the 2023 10-K. Capitalized terms used in this letter but not otherwise defined herein shall have the meaning ascribed to such terms in the 2023 10-K.

The Company believes that it may be beneficial to provide background on its business model as it relates to the biopharmaceutical industry to provide additional context for the responses to the Staff’s comments.

The Company licenses discovery research technology to the pharmaceutical and biotech industry to enable the discovery of drugs. The Company doesn’t discover or develop its own drugs; rather its technology is used by its partners to discover drugs. In return for access to the Company’s technology, the Company enters into a license agreement with partners. Each of these license agreements is negotiated separately, and as a result, the financial terms and contractual provisions vary from agreement to agreement. The agreements generally include access to all of the Company’s technologies and typically include an upfront or, in some instances, annual payments for technology access, milestone payments, and royalties on net sales. In some cases, the Company’s direct partners sub-license molecules discovered using our technologies to other companies, and these sub-licensees are then also included in the Company’s partner count as they invest in the development and eventual commercialization of an OmniAb-derived antibody.

Biopharmaceutical development is inherently uncertain and very few therapeutic candidates ultimately progress through clinical development and receive approval for commercialization. Development timelines of pharmaceutical products can vary but are generally viewed to be quite lengthy, and it can take many years to develop a candidate from initial discovery through regulatory approval. The Company’s business model centers on signing up multiple partners who will start programs with the Company’s technology with the ultimate aim to successfully develop and obtain marketing approval for the drug. Given the uncertainty of any particular active program achieving success

and the absolute number and therapeutic diversity of active programs currently underway, no active program is currently, individually, material to the Company or its financial results nor is the Company substantially dependent on any one license agreement or active program being successful. The Company will continue to assess whether any individual active programs become material to the Company’s financial performance and update specific disclosure and period over period variances as appropriate.

The Company believes its revenue will be materially driven by milestones in the shorter and mid-term and by royalties in the longer term. Milestone revenue is typically earned as partners progress programs through human clinical trials.  However, given the uncertainties of success and the long development timelines, it is difficult to forecast when or if these milestones might occur, and the one-time nature of milestones results in volatility in the Company’s revenue in any given period.

The Company has developed a set of metrics that it believes are indicators of progress and the possible future success of its business model. The number of active partners provides an early read on the potential for future active programs, and the Company believes the number of active programs is an indicator of the opportunity for future revenue. The Company reports all its metrics net of attrition by excluding partners and programs when it has been notified of a program’s termination or becomes aware of a partner ceasing operations. These metrics do not correlate with and are not intended to approximate current revenue or even near-term revenue. These metrics are intended to provide the reader with a longer-term view of the financial potential of the business, and, therefore, it believes that they are important indicators for understanding how the business is performing.

Form 10-K for the Year Ended December 31, 2023

Risk Factors, page 21

Comment #1: Please expand the risk factor on page 30 to state whether the metrics disclosed in your filings have historically been materially impacted by information from partners that was subsequently found to be inaccurate. Such disclosure is necessary for readers to fully assess the magnitude of the risk that you have identified.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that metrics disclosed in its filings have not historically been materially impacted by information from partners that was subsequently found to be inaccurate. In response to the Staff’s comment, the Company will revise its risk factor in its Annual Report on Form 10-K for the year ending December 31, 2024 (the “2024 10-K”) to include the fact that the Company has not historically been materially impacted by inaccurate information from partners, and, to the extent applicable, to disclose any material risks that may have arisen.

Overview, page 65

Comment #2: You disclose that you sell some licenses with upfront payments and some licenses with annual payments. Please disclose any material differences in the license rights your customers obtain when purchasing a license that requires only an upfront payment as opposed to a license that requires annual payments. Disclose the license duration terms normally granted to your customers i.e. 1 year, 5 years, etc. Disclose the license termination rights granted to customers, whether the customer incurs any termination fees, and how this impacts your revenue recognition policies. We may have further comment.

Page 2 of 7

Response: The Company respectfully acknowledges the Staff’s comment and notes that there are not material differences in the license rights granted to partners based on whether license fees are paid upfront or annually. Each of the Company’s licenses is negotiated individually, and, thus, the financial terms of each of these licenses vary; however, the technology rights granted to its partners are generally the same.

The Company’s license agreements are typically perpetual and on Page 5 of the 2023 10-K, the Company has disclosed that its agreements are typically terminable without penalty. License fees are nonrefundable, and termination of a license does not impact previously received and recognized license revenue. In addition, all milestone payments and royalties survive termination of the license agreement and continue with respect to any OmniAb-derived antibodies discovered under the license agreement and would be recognized when achieved in accordance with the Company’s revenue recognition policies regardless of a license termination. As such, any license agreement termination would not affect the Company’s revenue recognition policies. The Company will further revise its disclosure in future filings to clarify this point. The Company will also revise its disclosure in future filings to disclose the perpetual nature of the license agreements absent earlier termination.

Key Business Metrics, page 67

Comment #3: We have the following comments regarding your key business metrics:

a.It appears that your definition of active partners and active programs may have changed over the past several years. Please identify the changes made for each metric, address the underlying reasons for those changes and indicate whether or not those changes impacted the number of active partners and active programs presented in each period;

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that changes previously made to definitions of active partners and active programs were intended to clarify what was included in the reported numbers and did not materially impact historically reported metrics.

Active Partners Definition Changes

Beginning with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 10-K”), the Company removed the sentence “We do not include academic partners with a license to the OmniAb platform in our active partner count” from its active partners definition, as the Company started including licenses with academic partners from that point forward. Prior to 2022, the Company did not have any academic partners with a license. Beginning in 2022, the Company signed its first license with an academic institution and started to reflect these licenses in its active partners count and, thus, adjusted the definition to be reflective of this fact.

Beginning with the 2023 10-K, the Company included the words “rights to” in its active partners definition to clarify that a sub-licensee could be included in the count given their rights to an active program through their collaboration with a licensee partner. Sub-licensees were always a part of the Company’s active partners metric, so this change was made only to clarify that point.

Active Programs Definition Changes

Beginning with the 2022 10-K, the Company included the phrase “which research work has commenced” in its definition of active programs. This clarification was made to the active programs definition to emphasize that the metric was not strictly reserved for programs where an antigen was introduced into the Company’s animals but to reflect the fact that its work sometimes started in advance of the actual animal immunization. This change was a point of clarification and did not materially impact the historical active programs count.

Page 3 of 7

b.Please disclose on page 67 both the additions and terminations impacting your active partner and active program metrics for all periods presented. The impact of terminations is not clear. In this regard, we note your earnings press release in Exhibit 99.1 to your Item 2.02 Form 8-K filed on March 20, 2024, indicates that you signed 10 new licenses in 2023; however, your active partners increased by 8 from December 31, 2022 to December 31, 2023; and

In response to the Staff’s comment, the Company will revise its future active partner and active program disclosure by disclosing both additions and terminations impacting the metrics. This will enable the reader to clearly reconcile the metrics disclosed from one period to the next. The table below shows such additions and terminations between December 31, 2023 and June 30, 2024:

 Active Partners Active Programs Active Clinical Programs & Approved Products Approved Products

December 31, 2023 77 325 32 3

   Additions 7 29 1 --

   Terminations (1) (21) (1) --

June 30, 2024 83 333 32 3

A table similar in format to the above will be included in the MD&A section of the Company’s Quarterly Report on Form 10-Q for the period ending September 30, 2024.

c.To the extent that any rights to an active program or licenses have been terminated during the periods presented, please address the need to discuss such terminations, including whether or not they may materially impact your future revenues.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that to date, there have been no terminations that are expected to materially impact future revenue. Given the uncertainties that exist in its business and the fact that the Company has over 80 active partners and over 300 active programs, it does not expect any individual program or license termination to materially impact future revenue. However, to the extent that any termination of rights to an active program or license is determined to have a material impact on projected future revenue, the Company will provide additional disclosure in its future filings as appropriate.

Comment #4: Based on your definition of "Active Partners", it is not clear whether this metric may include partners that are either not actively using their license or have substantially ceased operations. Presumably this possibility exists given that your metric is apparently not limited to customers with current and verified usage of their license. It is also not clear how this metric differs from your total number of customers with non-expired licenses. Please expand your disclosure on page 67 to clarify these issues and also to clearly highlight the known uncertainties and limitations concerning this metric.

Response:  The Company acknowledges the Staff’s comment and respectfully advises the Staff that at any point in time, the vast majority of its active partners have active programs or research work ongoing, and those who do not,

Page 4 of 7

still maintain an active license which can be used at any time. Some of these partners may, at times, be between projects but, given the possibility for all partners to use their license at any point, partners are only removed from the active partner count if they terminate their license (which they can do at any time without penalty) or if they go out of business and cease operations.

The Company acknowledges the need for clarification in this definition and, therefore, the Company will adjust its active partner definition in future filings as highlighted below:

Proposed Active Partners Definition

Active partners represents the number of partners that have rights to an active program or have executed a license agreement in advance of initiating an active program. A partner is removed from the metric when the partner informs us they are terminating their license or they are no longer in business. We view this metric as an indication of the competitiveness of our platform and our current level of market penetration. The metric also relates to our opportunities to secure additional active programs.

The Company advises the Staff that the Company will add disclosure in future filings to indicate that the Company’s metrics are subject to risk and uncertainties related to its dependence on partners to provide timely and accurate information, as well as a lack of direct correlation between changes in the key business metrics and current revenues, including a cross-reference to the Company’s existing risk factor entitled “Our management uses certain key business metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions and such metrics may not accurately reflect all of the aspects of our business needed to make such evaluations and decisions, in particular as our business continues to grow”.

Comment #5: Based on your definition of "Active Programs", it is not clear whether you apply a consistent time frame in characterizing your programs as "active". Specifically, it is not clear whether your metric could include programs for which research work commenced several years ago but for which no substantive work was performed in the past year. Similarly, it is not clear if there is a time frame you are consistently applying when you state that a "program is actively being developed or

September 11, 2024
Kurt Gustafson
Executive Vice President, Finance and Chief Financial Officer
OmniAb, Inc.
5980 Horton Street, Suite 600
Emeryville, CA 94608
Re:OmniAb, Inc.
Form 10-K filed March 25, 2024
Dear Kurt Gustafson:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Year Ended December 31, 2023
Risk Factors, page 21
1.Please expand the risk factor on page 30 to state whether the metrics disclosed in your
filings have historically been materially impacted by information from partners that was
subsequently found to be inaccurate. Such disclosure is necessary for readers to fully
assess the magnitude of the risk that you have identified.
Overview, page 65
2.You disclose that you sell some licenses with upfront payments and some licenses with
annual payments. Please disclose any material differences in the license rights your
customers obtain when purchasing a license that requires only an upfront payment as
opposed to a license that requires annual payments. Disclose the license duration terms
normally granted to your customers i.e. 1 year, 5 years, etc. Disclose the license
termination rights granted to customers, whether the customer incurs any
termination fees, and how this impacts your revenue recognition policies. We may have
further comment.
Key Business Metrics, page 67

September 11, 2024
Page 2
3.We have the following comments regarding your key business metrics:
•It appears that your definition of active partners and active programs may have
changed over the past several years. Please identify the changes made for each metric,
address the underlying reasons for those changes and indicate whether or not those
changes impacted the number of active partners and active programs presented in
each period;
•Please disclose on page 67 both the additions and terminations impacting your active
partner and active program metrics for all periods presented. The impact of
terminations is not clear. In this regard, we note your earnings press release in Exhibit
99.1 to your Item 2.02 Form 8-K filed on March 20, 2024, indicates that you signed
10 new licenses in 2023; however, your active partners increased by 8 from
December 31, 2022 to December 31, 2023; and
•To the extent that any rights to an active program or licenses have been terminated
during the periods presented, please address the need to discuss such terminations,
including whether or not they may materially impact your future revenues.
4.Based on your definition of "Active Partners", it is not clear whether this metric may
include partners that are either not actively using their license or have substantially ceased
operations. Presumably this possibility exists given that your metric is apparently not
limited to customers with current and verified usage of their license. It is also not clear
how this metric differs from your total number of customers with non-expired licenses.
Please expand your disclosure on page 67 to clarify these issues and also to clearly
highlight the known uncertainties and limitations concerning this metric.
5.Based on your definition of "Active Programs", it is not clear whether you apply a
consistent time frame in characterizing your programs as "active". Specifically, it is not
clear whether your metric could include programs for which research work commenced
several years ago but for which no substantive work was performed in the past year.
Similarly, it is not clear if there is a time frame you are consistently applying when you
state that a "program is actively being developed or commercialized". Further, it is not
clear from your stated definition whether there are any inherent uncertainties regarding
your ability to objectively and accurately characterize a program as "active". In this
regard, we note the risk factor on page 30. Please expand your disclosure on page 67 to
clarify these issues and also highlight the known uncertainties and limitations concerning
this metric.
Revenue, page 67
6.Please provide disclosure that correlates the changes in your key business metrics to your
changes in revenues. In this regard, while we note positive changes in your metrics, your
revenues continue to decline year over year.
7.We note that in addition to the 2023 and 2022 milestones that materially impacted your
license and milestone revenues in those periods, you state that these revenues also
declined due to decreases in license and milestone revenue from other programs. Please
expand this disclosure to address the underlying reasons for this decrease. Please also
quantify the underlying reasons you reference related to the decrease in service revenues.
Research and Development Expenses, page 68

September 11, 2024
Page 3
8.Please disclose the costs incurred during each period presented for each of your
key research and development projects or key programs separately. If you do not track
your research and development costs by project or program, please disclose that fact and
explain why you do not maintain and evaluate research and development costs by project
or program. For amounts that are not tracked by project or program, provide other
quantitative or qualitative disclosure that provides more transparency as to the type
of research and development expenses incurred (i.e. by nature or type of expense), which
should reconcile to total research and development expense on the Statements of
Operations.
            In closing, 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.
            Please contact Jeanne Baker at 202-551-3691 or Al Pavot at 202-551-3738 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

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 OmniAb, Inc.

5980 Horton Street, Suite 600

Emeryville, California 94608

December 14, 2023

 VIA EDGAR

Margaret Schwartz

 Office of Industrial Applications and
Services

 Division of Corporation Finance

 U.S. Securities
and Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

Re:
 OmniAb, Inc.

Registration Statement on Form S-3

File No. 333-275966

To the addressee set forth above:

 Pursuant to
Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of OmniAb, Inc., respectfully requests that the effective date of the Registration Statement on Form S-3 referred to above be accelerated so that it will become effective at 4:00 P.M. Eastern Time on December 18, 2023, or as soon as practicable thereafter.

If you have any questions or require additional information, please contact Anthony Gostanian of Latham & Watkins LLP at (858) 523-3969. Thank you for your assistance and cooperation in this matter.

Sincerely,

OMNIAB, INC.

By:

/s/ Kurt Gustafson

Kurt Gustafson

Chief Financial Officer

cc:
 Matthew W. Foehr, OmniAb, Inc.

Charles Berkman, OmniAb, Inc.

Matthew T. Bush, Latham & Watkins LLP

United States securities and exchange commission logo
December 13, 2023
Matthew W. Foehr
President and Chief Executive Officer
OmniAb, Inc.
5980 Horton Street, Suite 600
Emeryville, CA 94608
Re:OmniAb, Inc.
Registration Statement on Form S-3
Filed December 8, 2023
File No. 333-275966
Dear Matthew W. Foehr:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Margaret Schwartz at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Matt Bush, Esq.

CORRESP
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 OmniAb, Inc.

5980 Horton Street, Suite 600

Emeryville, California 94608

February 8, 2023

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Trade &
Services

 100 F Street, N.E.

 Washington, D.C. 20549-6010

 Attention: Nicholas Nalbantian

Re:
 OmniAb, Inc.

Registration Statement on Form S-1 (As Amended)

File No. 333-268613

Ladies and Gentlemen:

 In accordance with Rule
461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the above-referenced Registration Statement on
Form S-1 (the “Registration Statement”) of OmniAb, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m. Eastern Time on
February 10, 2023, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Matthew Bush at (858) 523-3962.

 Thank you for your assistance in this matter.

Very truly yours,

OMNIAB, INC.

By:

/s/ Kurt Gustafson

Kurt Gustafson

Chief Financial Officer

cc:
 Donald Field, Securities and Exchange Commission

Matthew W. Foehr, OmniAb, Inc.

Charles Berkman, OmniAb, Inc.

Matthew T. Bush, Latham & Watkins LLP

R. Scott Shean, Latham & Watkins LLP

CORRESP
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12670 High Bluff Drive

San Diego, California 92130

Tel: +1.858.523.5400 Fax: +1.858.523.5450

www.lw.com

FIRM / AFFILIATE OFFICES

Austin

Milan

Beijing

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Frankfurt

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Hamburg

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Silicon Valley

Houston

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London

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Tokyo

Madrid

Washington, D.C.

 February 6, 2023

 VIA
EDGAR

 Nicholas Nalbantian

 U.S. Securities and
Exchange Commission

 Division of Corporation Finance

 Office
of Trade & Services

 100 F Street N.E.

 Washington,
D.C. 20549

Re:
 OmniAb, Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed January 5, 2023

File No. 333-268613

Dear Mr. Nalbantian:

 We are in receipt of
the Staff’s letter dated January 19, 2023 with respect to the above-referenced Amendment No. 1 to Registration Statement on Form S-1 (the “Registration Statement”). We
are responding to the Staff’s comments on behalf of OmniAb, Inc. (“OmniAb” or the “Company”) as set forth below. Simultaneously with the submission of this letter, the Company is filing via EDGAR
Amendment No. 2 to the Registration Statement (the “Amended Registration Statement”) responding to the Staff’s comments and updating the Registration Statement.

The Company’s responses set forth in this letter are numbered to correspond to the numbered comments in the Staff’s letter. All
terms used but not defined herein have the meanings assigned to such terms in the Amended Registration Statement. For ease of reference, we have set forth the Staff’s comments and the Company’s response for each item below.

 February 6, 2023

 Page
 2

 Amendment No. 1 to Registration Statement on Form S-1

 Cover Page

1.
 We note your response to comment 3 and reissue in part. Please refer to the second paragraph and the
inclusion of additional disclosure providing the share purchase prices. We note that in clause (ii) you disclose a total of 15,817,934 shares of common stock, broken down into 5,750,000 Founder Shares and 10,172,934 shares issued
in the Redemption Backstop and the Forward Purchase Agreement. However, that would be a total of 15,922,934 shares of common stock rather than 15,817,934 shares of common stock, please revise to clarify this discrepancy.

OmniAb’s Response: In response to the Staff’s comment, the Company has revised the disclosure throughout the Amended Registration
Statement, including on the prospectus cover page.

 *********

 February 6, 2023

 Page
 3

 Any comments or questions regarding the foregoing should be directed to the undersigned at
(858) 523-3962. Thank you in advance for your cooperation in connection with this matter.

Very truly yours,

 /s/ Matthew T. Bush

 Matthew T. Bush

 of LATHAM & WATKINS
LLP

cc:
 Donald Field, Securities and Exchange Commission

Matthew W. Foehr, OmniAb, Inc.

Kurt Gustafson, OmniAb, Inc.

Charles Berkman, OmniAb, Inc.

R. Scott Shean, Latham & Watkins LLP

United States securities and exchange commission logo
January 19, 2023
Matthew Foehr
Chief Executive Officer
OmniAb, Inc.
5980 Horton Street
Suite 600
Emeryville, CA 94608
Re:OmniAb, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed January 5, 2023
File No. 333-268613
Dear Matthew Foehr:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, 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 comment applies 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 this comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 19, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-1
Cover Page
1.We note your response to comment 3 and reissue in part. Please refer to the second
paragraph and the inclusion of additional disclosure providing the share purchase prices.
We note that in clause (ii) you disclose a total of 15,817,934 shares of common stock,
broken down into 5,750,000 Founder Shares and 10,172,934 shares issued in the
Redemption Backstop and the Forward Purchase Agreement. However, that would be a
total of 15,922,934 shares of common stock rather than 15,817,934 shares of common
stock, please revise to clarify this discrepancy.

 FirstName LastNameMatthew Foehr
 Comapany NameOmniAb, Inc.
 January 19, 2023 Page 2
 FirstName LastName
Matthew Foehr
OmniAb, Inc.
January 19, 2023
Page 2
            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

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CORRESP

12670 High Bluff Drive

San Diego, California 92130

Tel: +1.858.523.5400 Fax: +1.858.523.5450

www.lw.com

FIRM / AFFILIATE OFFICES

Austin

Milan

Beijing

Munich

Boston

New York

Brussels

Orange County

Century City

Paris

Chicago

Riyadh

Dubai

San Diego

Düsseldorf

San Francisco

Frankfurt

Seoul

January 5, 2023

Hamburg

Shanghai

Hong Kong

Silicon Valley

Houston

Singapore

London

Tel Aviv

VIA EDGAR

Los Angeles

Tokyo

Madrid

Washington, D.C.

 Nicholas Nalbantian

 Office of
Trade & Services

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street N.E.

Washington, D.C. 20549

Re:
 OmniAb, Inc.

Registration Statement on Form S-1

Filed November 30, 2022

File No. 333-268613

Dear Mr. Nalbantian:

 We are in receipt of
the Staff’s letter dated December 19, 2022 with respect to the above-referenced Registration Statement on Form S-1 (the “Registration Statement”). We are responding to the
Staff’s comments on behalf of OmniAb, Inc. (“OmniAb” or the “Company”) as set forth below. Simultaneously with the submission of this letter, the Company is filing via EDGAR Amendment No. 1
to the Registration Statement (the “Amended Registration Statement”) responding to the Staff’s comments and updating the Registration Statement.

The Company’s responses set forth in this letter are numbered to correspond to the numbered comments in the Staff’s letter. All
terms used but not defined herein have the meanings assigned to such terms in the Amended Registration Statement. For ease of reference, we have set forth the Staff’s comments and the Company’s response for each item below.

 January 5, 2023

Page
2

 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.

OmniAb’s Response: In response to the Staff’s comment, the Company has revised the disclosure on the prospectus cover page and pages
ii, 4, 53, 54 and 176 of the Amended Registration Statement.

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.

OmniAb’s Response: The Company has revised the disclosure throughout the Amended Registration Statement, including on pages 53, 54, 74,
75 and 159, in response to the Staff’s comment.

 Cover Page

3.
 For each of the securities being registered for resale, disclose the price that the selling securityholders
paid for such securities.

 OmniAb’s Response: In response to the Staff’s comment, the Company has revised
the disclosure on the prospectus cover page and pages ii, 4, 53, 54, and 176 of the Amended Registration Statement.

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.

 OmniAb’s Response: In response to the Staff’s comment, the Company has
revised the disclosure on the prospectus cover page and pages 8, 58, 60 and 81 of the Amended Registration Statement.

 January 5, 2023

Page
3

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.

 OmniAb’s
Response: In response to the Staff’s comment, the Company has revised the disclosure on the prospectus cover page and page 53 of the Amended Registration Statement.

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.

OmniAb’s Response: The Company has revised the disclosure on the prospectus cover page and pages 6, 53 and 54 of the Amended Registration
Statement in response to the Staff’s comment.

 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.

OmniAb’s Response: In response to the Staff’s comment, the Company has revised the disclosure on the prospectus cover page,
and page 77 of the Amended Registration Statement.

 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.

 January 5, 2023

Page
4

 OmniAb’s Response: The Company acknowledges the Staff’s comment and respectfully
advises the Staff that the referenced projected revenue for 2022 of $72 million was provided to the APAC board in February 2022, which projections, as disclosed in the proxy statement/prospectus/information statement for the Business
Combination, were superseded in August 2022 by a revised projection for 2022 of $65.0 million. The Company further advises the Staff that the Company does not expect total revenue for 2022 to impact its near-term or long-term liquidity.

In response to the Staff’s comment, the Company has revised its liquidity disclosure on pages 80 and 81 of the Amended Registration
Statement consistent with the foregoing, including to detail the Company’s cash and liquidity position as of the date of the prospectus as well as the risks associated with future capital requirement needs and liquidity. This disclosure will be
further updated in the Company’s future annual and quarterly reports.

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.

OmniAb’s Response: In response to the Staff’s comment, the Company has revised the disclosure on the prospectus cover page
and pages 8, 53, 54, 80 and 81 of the Amended Registration Statement.

 *********

 January 5, 2023

Page
5

 Any comments or questions regarding the foregoing should be directed to the undersigned at
(858) 523-3962. Thank you in advance for your cooperation in connection with this matter.

Very truly yours,

 /s/ Matthew T. Bush

Matthew T. Bush

 of LATHAM & WATKINS LLP

cc:
 Donald Field, Securities and Exchange Commission

Matthew W. Foehr, OmniAb, Inc.

Kurt Gustafson, OmniAb, Inc.

Charles Berkman, OmniAb, Inc.

R. Scott Shean, Latham & Watkins LLP

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

CORRESP
1
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VIA EDGAR

September 28, 2022

Avista Public Acquisition Corp. II

65 East 55th Street

18th Floor

New York, NY 10022

(212) 593-6900

Brian Fetterolf and Erin Jaskot

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, D.C. 20549-3561

 Re: Avista Public Acquisition Corp. II

Amendment No. 5 to Registration Statement on Form S-4

Filed September 27, 2022

File No. 333-264525

Dear Mr. Fetterolf and Ms. Jaskot:

Pursuant to Rule 461 promulgated under the Securities Act of 1933,
as amended (the “Securities Act”), Avista Public Acquisition Corp. II (the “Registrant”) hereby
requests that the effectiveness of the Registration Statement on Form S-4 (File No. 333-264525) filed by the Registrant on April 28,
2022, as amended by Amendment No. 1 filed on June 13, 2022, Amendment No. 2 filed on July 26, 2022, Amendment No. 3
filed on August 22, 2022, Amendment No. 4 filed on September 13, 2022 and Amendment No. 5 filed on September 27,
2022 (the “Registration Statement”), be accelerated by the U.S. Securities and Exchange Commission (the “Commission”)
to 3:00 p.m., Eastern time, on September 30, 2022, or as soon as reasonably practicable thereafter.

If you have any questions, please feel free to
contact Jaclyn L. Cohen (jackie.cohen@weil.com / telephone: 212.310.8891) of Weil, Gotshal & Manges LLP. In addition, please
notify Ms. Cohen when this request for acceleration has been granted.

[Remainder of Page Intentionally Left Blank]

    Very truly yours,

    Avista Public Acquisition Corp. II

    By:
    /s/
    Ben Silbert

    Name: Ben Silbert

    Title: General Counsel and Secretary

cc:             Jaclyn
L. Cohen

Weil, Gotshal & Manges LLP

CORRESP
1
filename1.htm

    767 Fifth Avenue

New York, NY 10153-0119

+1 212 310 8000 tel

+1 212 310 8007 fax

September 27, 2022

VIA EDGAR TRANSMISSION

Brian Fetterolf

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street NE

Washington, D.C. 20549

 Re: Avista Public Acquisition Corp. II

Amendment No. 4 to Registration Statement on Form S-4

Filed September 13, 2022

File No. 333-264525

Dear Mr. Fetterolf:

On behalf of our
client, Avista Public Acquisition Corp. II (the “APAC”), we are responding to the comment letter (“Comment
Letter”) of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”),
dated September 21, 2022 with regard to Amendment No. 4 to the Registration Statement on Form S-4 (File No. 333-264525) filed by APAC
on September 13, 2022 (the “Registration Statement”). APAC is concurrently providing to the Commission with Amendment
No. 5 to the Registration Statement, as filed on EDGAR on the date hereof (“Amendment No. 5”). In addition to addressing
the comments raised by the Staff in the Comment Letter, Amendment No. 5 includes updates to certain other disclosures and clarifications
to the information contained therein.

For ease of reference,
each of the Staff’s comments is reproduced below in bold and is followed by the response to such comment. In addition, unless
otherwise indicated, all captions and references to page numbers in such responses correspond to page numbers set forth in Amendment No.
5. Capitalized terms used in this letter but not otherwise defined herein shall have the meaning ascribed to such term in Amendment No.
5.

Amendment No. 4 to Registration Statement on Form S-4 filed September
13, 2022

Beneficial Ownership of Securities, page 379

 1. Comment: We note your disclosure that Avista Capital Holdings, LP holds 5,645,000 Class B shares, however APAC's IPO registration
statement on Form S-1 indicated that Avista Acquisition LP II held such Class B shares. Please tell us why different entities are listed
as the beneficial owner of the shares. To the extent that the shares continue to be held by Avista Acquisition LP II, your sponsor, please
make this clear in the beneficial ownership table.

Response: APAC respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 382 of Amendment No. 5.

    Securities and Exchange Commission

    September 27, 2022

    Page 2

Item 21. Exhibits and Financial Statement Schedules,
page II-1

 2. Comment: Exhibit 5.1 covers the shares of common stock and public warrants of New OmniAb to be issued in connection with the merger.
As your filing fee table also covers the shares of common stock underlying the public warrants, please revise your opinion to cover these
underlying securities.

Response: APAC respectfully
acknowledges the Staff’s comment and has revised Exhibit 5.1 accordingly.

 3. Comment: We note the assumptions in paragraph B of exhibit 5.1 relating to Avista Public Acquisition Corp. II and the Class A ordinary
shares, Class B ordinary shares, units and warrants. It appears that the opinion of Maples and Calder dated July 28, 2021, and filed as
Exhibit 5.2, is meant to provide the opinion that covers these assumptions. Please tell us why you believe an updated opinion from Maples
and Calder is not required. We note that the Maples and Calder opinion currently filed is a “when issued” opinion for the
relevant securities, limits reliance to purchasers of Units under the Form S-1, and does not opine on the Class B ordinary shares. Alternatively,
please provide an updated opinion covering the assumptions in paragraph B, or remove the assumptions from the opinion. For further guidance,
refer to Staff Legal Bulletin No. 19.

Response: APAC respectfully
acknowledges the Staff’s comment and has filed an updated opinion of Maples and Calder as Exhibit 5.2 and a consent of Maples and
Calder as Exhibit 23.4. APAC has also revised the disclosure on page 415 accordingly.

[Remainder of Page Intentionally Left Blank]

Should any questions arise in connection with the filing or this response
letter, please contact the undersigned at 212-310-8891 or by e-mail at jackie.cohen@weil.com.

Sincerely yours,

    /s/ Jaclyn L. Cohen

    Jaclyn L. Cohen

    cc:
    Benjamin Silbert

    General Counsel

    Avista Public Acquisition Corp. II

    Raymond Gietz, Weil, Gotshal & Manges LLP

    Matthew Bush, Latham & Watkins, LLP

    Matthew Korenberg, Ligand Pharmaceuticals Incorporated

United States securities and exchange commission logo
September 21, 2022
Ben Silbert
General Counsel and Secretary
Avista Public Acquisition Corp. II
65 East 55th Street, 18th Floor
New York, NY 10022
Re:Avista Public Acquisition Corp. II
Amendment No. 4 to Registration Statement on Form S-4
Filed September 13, 2022
File No. 333-264525
Dear Mr. Silbert:
            We have reviewed your amended registration statement and have the following
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.  Unless we note
otherwise, our references to prior comments are to comments in our September 7, 2022 letter.
Amendment No. 4 to Registration Statement on Form S-4 filed September 13, 2022
Beneficial Ownership of Securities, page 379
1.We note your disclosure that Avista Capital Holdings, LP holds 5,645,000 Class B shares,
however APAC's IPO registration statement on Form S-1 indicated that Avista
Acquisition LP II held such Class B shares. Please tell us why different entities are listed
as the beneficial owner of the shares. To the extent that the shares continue to be held by
Avista Acquisition LP II, your sponsor, please make this clear in the beneficial ownership
table.

 FirstName LastNameBen Silbert
 Comapany NameAvista Public Acquisition Corp. II
 September 21, 2022 Page 2
 FirstName LastName
Ben Silbert
Avista Public Acquisition Corp. II
September 21, 2022
Page 2
Item 21. Exhibits and Financial Statement Schedules., page II-1
2.Exhibit 5.1 covers the shares of common stock and public warrants of New OmniAb to be
issued in connection with the merger.  As your filing fee table also covers the shares of
common stock underlying the pubic warrants, please revise your opinion to cover these
underlying securities.
3.We note the assumptions in paragraph B of exhibit 5.1 relating to Avista Public
Acquisition Corp. II and the Class A ordinary shares, Class B ordinary shares, units and
warrants. It appears that the opinion of Maples and Calder dated July 28, 2021, and filed
as Exhibit 5.2, is meant to provide the opinion that covers these assumptions. Please tell
us why you believe an updated opinion from Maples and Calder is not required. We note
that the Maples and Calder opinion currently filed is a "when issued" opinion for the
relevant securities, limits reliance to purchasers of Units under the Form S-1, and does not
opine on the Class B ordinary shares. Alternatively, please provide an updated opinion
covering the assumptions in paragraph B, or remove the assumptions from the opinion.
For further guidance, refer to Staff Legal Bulletin No. 19.
            You may contact Abe Friedman at 202-551-8298 or Rufus Decker at 202-551-3769 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Brian Fetterolf at 202-551-6613 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jackie Cohen

CORRESP
1
filename1.htm

767 Fifth Avenue

New York, NY 10153-0119

+1 212 310 8000 tel

+1 212 310 8007 fax

    September 12, 2022

VIA EDGAR TRANSMISSION

Brian Fetterolf

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street NE

Washington, D.C. 20549

 Re: Avista Public Acquisition Corp. II

Amendment No. 3 to Registration Statement on Form S-4

Filed August 22, 2022

File No. 333-264525

Dear Mr. Fetterolf:

On behalf of our
client, Avista Public Acquisition Corp. II (the “APAC”), we are responding to the comment letter (“Comment
Letter”) of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”),
dated September 7, 2022 with regard to Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-264525) filed by APAC on
August 22, 2022 (the “Registration Statement”). APAC is concurrently providing to the Commission with Amendment No.
4 to the Registration Statement, as filed on EDGAR on the date hereof (“Amendment No. 4”). In addition to addressing
the comments raised by the Staff in the Comment Letter, Amendment No. 4 includes updates to certain other disclosures and clarifications
to the information contained therein.

For ease of reference,
each of the Staff”s comments is reproduced below in bold and is followed by the response to such comment. In addition, unless
otherwise indicated, all captions and references to page numbers in such responses correspond to page numbers set forth in Amendment No.
4. Capitalized terms used in this letter but not otherwise defined herein shall have the meaning ascribed to such term in Amendment No.
4.

Amendment No. 3 to Registration Statement on Form S-4 filed August
22, 2022

Projected Financial Information, page 196

 1. Comment: We note your response to comment 4, as well as your amended disclosure that discusses up-front payments as an
                                                            assumption in your projections and discloses that “these payments are relatively small and generally range from $100,000 to $2
                                                            million.” Please revise to state the range that was assumed in your projections model (emphasis added). In this regard,
                                                            we note that your discussion of your milestones, sales and new program assumptions
identify the values assumed, but here you provide the range in a historical context. Please also revise to clarify that the projections
model assumes a royalty rate “range from low single digit to mid-single digit,” as your disclosure indicates on page 199,
if true.

Response: Response:
APAC respectfully acknowledges the Staff’s comment and has revised the disclosure on page  217-218 of Amendment No. 4.

    Securities and Exchange Commission

    September 12, 2022

 Page 2

 2. Comment: Please disclose whether the key inputs and assumptions disclosed in this section are the same inputs used for the August
2022 projections. If not, please disclose the assumptions used to prepare such projections.

Response: Response:
APAC respectfully acknowledges the Staff’s comment and has revised the disclosure on page  219 of Amendment No. 4.

Involvement of Book-Running Manager of APAC”s
Initial Public Offering in the Business Combination, page 211

 3. Comment: We note your response to comment 10, as well as your amended disclosure on pages 126 and 266 that “APAC has determined
that no third parties will receive any payments of the remaining 50% of the deferred underwriting commissions,” that “Credit
Suisse has waived any entitlement to such fees,” and that “Credit Suisse has performed all of its obligations under the Underwriting
Agreement to be entitled to receive the deferred underwriting commissions.” We reissue the comment in-part. Please make conforming
changes in this section.

Response: APAC respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 230 of Amendment No. 4.

General

 4. Comment: We note in response to comment 18 you state that both APAC and your sponsor have substantial ties with non-U.S. persons.
While you state that you are not aware of any facts or relationships that would create CFIUS jurisdiction to review the business combination,
we note that our comment addresses a potential review by any U.S. government entity. We also note that CFIUS jurisdiction is not limited
only to entities that are controlled by non-U.S. persons, but extends to other rights such as information or governance rights, and also
depends on the nature of the business and technology. In that regard, please elaborate upon the basis for your response that CFIUS should
not have jurisdiction to review APAC or Sponsor”s participation in the Business Combination. Please disclose the nature of APAC”s
and the sponsor”s substantial ties with non-U.S. persons and also disclose the percentage interest held by non-U.S. persons in each
entity. Please also include risk factor disclosure addressing how the substantial ties with non-U.S. persons could impact your ability
to complete your initial business combination, including the risk that you may not be able to complete an initial business combination
should the transaction be subject to review by a U.S. government entity, as applicable. Further, disclose that the time necessary for
government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination
and require you to liquidate, and disclose the consequences of liquidation to investors, such as the losses
of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire
worthless.

Response: APAC respectfully
acknowledges the Staff’s comment and has revised the disclosure on page  150-151 of Amendment No. 4.

[Remainder of Page Intentionally Left Blank]

Should any questions arise in connection with the filing or this response
letter, please contact the undersigned at 212-310-8891 or by e-mail at jackie.cohen@weil.com.

Sincerely yours,

    /s/ Jaclyn L. Cohen

    Jaclyn L. Cohen

cc:   Benjamin Silbert

General Counsel

Avista Public Acquisition Corp. II

Raymond Gietz, Weil, Gotshal & Manges LLP

Matthew Bush, Latham & Watkins,
LLP

Matthew Korenberg, Ligand Pharmaceuticals Incorporated

United States securities and exchange commission logo
September 7, 2022
Ben Silbert
General Counsel and Secretary
Avista Public Acquisition Corp. II
65 East 55th Street, 18th Floor
New York, NY 10022
Re:Avista Public Acquisition Corp. II
Amendment No. 3 to Registration Statement on Form S-4
Filed August 22, 2022
File No. 333-264525
Dear Mr. Silbert:
            We have reviewed your amended registration statement and have the following
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.  Unless we note
otherwise, our references to prior comments are to comments in our August 12, 2022 letter.
Amendment No. 3 to Registration Statement on Form S-4 filed August 22, 2022
Projected Financial Information, page 196
1.We note your response to comment 4, as well as your amended disclosure that discusses
up-front payments as an assumption in your projections and discloses that "these
payments are relatively small and generally range from $100,000 to $2 million."  Please
revise to state the range that was assumed in your projections model (emphasis added).  In
this regard, we note that your discussion of your milestones, sales and new program
assumptions identify the values assumed, but here you provide the range in a historical
context.  Please also revise to clarify that the projections model assumes a royalty rate
"range from low single digit to mid-single digit," as your disclosure indicates on page 199,
if true.

 FirstName LastNameBen Silbert
 Comapany NameAvista Public Acquisition Corp. II
 September 7, 2022 Page 2
 FirstName LastName
Ben Silbert
Avista Public Acquisition Corp. II
September 7, 2022
Page 2
2.Please disclose whether the key inputs and assumptions disclosed in this section are the
same inputs used for the August 2022 projections.  If not, please disclose the assumptions
used to prepare such projections.
Involvement of Book-Running Manager of APAC's Initial Public Offering in the Business
Combination, page 211
3.We note your response to comment 10, as well as your amended disclosure on pages 126
and 266 that "APAC has determined that no third parties will receive any payments of the
remaining 50% of the deferred underwriting commissions," that "Credit Suisse has waived
any entitlement to such fees," and that "Credit Suisse has performed all of its obligations
under the Underwriting Agreement to be entitled to receive the deferred underwriting
commissions."  We reissue the comment in-part.  Please make conforming changes in this
section.
General
4.We note in response to comment 18 you state that both APAC and your sponsor have
substantial ties with non-U.S. persons.  While you state that you are not aware of any facts
or relationships that would create CFIUS jurisdiction to review the business combination,
we note that our comment addresses a potential review by any U.S. government entity.
We also note that CFIUS jurisdiction is not limited only to entities that are controlled by
non-U.S. persons, but extends to other rights such as information or governance rights,
and also depends on the nature of the business and technology.  In that regard, please
elaborate upon the basis for your response that CFIUS should not have jurisdiction to
review APAC or Sponsor’s participation in the Business Combination.  Please disclose the
nature of APAC's and the sponsor's substantial ties with non-U.S. persons and also
disclose the percentage interest held by non-U.S. persons in each entity.  Please also
include risk factor disclosure addressing how the substantial ties with non-U.S. persons
could impact your ability to complete your initial business combination, including the risk
that you may not be able to complete an initial business combination should the
transaction be subject to review by a U.S. government entity, as applicable. Further,
disclose that the time necessary for government review of the transaction or a decision to
prohibit the transaction could prevent you from completing an initial business
combination and require you to liquidate, and disclose the consequences of liquidation to
investors, such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and the warrants, which would expire worthless.

 FirstName LastNameBen Silbert
 Comapany NameAvista Public Acquisition Corp. II
 September 7, 2022 Page 3
 FirstName LastName
Ben Silbert
Avista Public Acquisition Corp. II
September 7, 2022
Page 3
            You may contact Abe Friedman at 202-551-8298 or Rufus Decker at 202-551-3769 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Brian Fetterolf at 202-551-6613 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jackie Cohen

CORRESP
1
filename1.htm

   767 Fifth Avenue
 New York, NY 10153-0119

+1 212 310 8000 tel
 +1 212 310 8007 fax

August 22, 2022

VIA EDGAR TRANSMISSION

Brian Fetterolf

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street NE

Washington, D.C. 20549

 Re: Avista Public Acquisition Corp. II

                                            Amendment No. 2 to Registration Statement on Form S-4

                                            Filed July 26, 2022

                                            File No. 333-264525

Dear Mr. Fetterolf:

On behalf of our client,
Avista Public Acquisition Corp. II (the “APAC”), we are responding to the comment letter (“Comment Letter”)
of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”),
dated August 12, 2022 with regard to Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-264525)
filed by APAC on July 26, 2022 (the “Registration Statement”). APAC is concurrently providing to the Commission
with Amendment No. 3 to the Registration Statement, as filed on EDGAR on the date hereof (“Amendment No. 3”).
In addition to addressing the comments raised by the Staff in the Comment Letter, Amendment No. 3 includes updates to certain other
disclosures and clarifications to the information contained therein.

For ease of reference, each
of the Staff’s comments is reproduced below in bold and is followed by the response to such comment. In addition, unless
otherwise indicated, all captions and references to page numbers in such responses correspond to page numbers set forth in
Amendment No. 3. Capitalized terms used in this letter but not otherwise defined herein shall have the meaning ascribed to such
term in Amendment No. 3.

Amendment No. 2 to Registration Statement on Form S-4
filed July 26, 2022

“Credit Suisse may have a potential conflict of interest
regarding the Business Combination.”, page 135

 1. Comment: We note your response to comment 22, as well as your amended
                                            disclosure on page 135 that "Ligand management negotiated the fee credit with Credit
                                            Suisse because it believed that the aggregate fee amount of $4.425 million was appropriate
                                            compensation for the transaction as a whole." Please explicitly clarify that Credit
                                            Suisse has performed all its obligations to obtain the deferred underwriting fee and therefore
                                            is gratuitously waiving the right to be compensated in-part due to the fee credit. Alternatively,
                                            tell us what services are still being performed in connection with Credit Suisse's role as
                                            underwriter in the APAC IPO.

Response: APAC respectfully acknowledges
the Staff’s comments and has revised the disclosure on page 230 of Amendment No. 3.

    Securities and Exchange Commission

    August 22, 2022

    Page 2

 2. Comment: Please provide a reasonable basis for your statement that "[s]uch
                                            fee credits are not unusual in business combinations involving special purpose acquisition
                                            companies where an investment bank will earn both deferred underwriting compensation and
                                            financial advisory fees upon consummation of the proposed transaction." In this regard,
                                            it seems that the circumstances here are distinct from a transaction in which the underwriter
                                            continues to provide advisory services to the SPAC following the IPO, as here Credit Suisse
                                            is advising the target company and not the SPAC. Alternatively, please remove this statement.

Response: APAC respectfully acknowledges
the Staff’s comments and has revised the disclosure on page 137 of Amendment No. 3.

Background of the Business Combination, page 206

 3. Comment: We note that in response to comments 9 and 10 you have provided
                                            a general list of topics discussed, however it is unclear what was discussed about those
                                            topics. Please further revise your disclosure to indicate what particular issue was discussed
                                            about the topics as they related to OmniAb specifically. Further, please explain the particular
                                            concern with OmniAb as to commercialization and pricing risks, dependence on future royalty
                                            revenue, as well as the inputs and assumptions used in the projections. Please also explain
                                            how the APAC Board resolved the concern and why the APAC Board determined to proceed with
                                            the transaction regardless of the risk.

Response: APAC respectfully acknowledges
the Staff’s comment.  With respect to the meeting on February 18, 2022, this was an introductory meeting intended to
facilitate a better understanding by the representatives of APAC of OmniAb’s business.  This was prior to a confidentiality
agreement being executed between the parties.  As a result, this meeting primarily consisted of a presentation by Ligand management
and questions and answers focused on better understanding OmniAb’s business.  This meeting was not a negotiation of transaction
terms.  We have revised the disclosure on pages 205 and 208 accordingly to address this and other aspects of your comment.

Projected Financial Information, page 214

 4. Comment: We note your response to comment 13, as well as your amended
                                            disclosure that "[r]evenue estimates include up-front payments for access to OmniAb’s
                                            technology, milestone payments and royalties" and that such "revenues are based
                                            on numerous assumptions that are outlined below." Please discuss the "up-front
                                            payments" in your assumptions, as we note your discussion there only addresses the milestone
                                            payments and royalties. In revising your disclosure, discuss how the up-front payments were
                                            considered in your assumptions, and ensure you provide a level of detail sufficient enough
                                            for an investor to understand the reasonableness of the assumptions underlying the projections
                                            as well as the inherent limitations on the reliability of projections in order to make informed
                                            investment decisions.

Response: APAC respectfully acknowledges the Staff’s
comment and has revised the disclosure on page 217 of Amendment No. 3.

    Securities and Exchange Commission

    August 22, 2022

    Page 3

 5. Comment: We note your disclosure that "the number of active programs
                                            was assumed to grow at an 8% annual rate in all years projected, starting from 68 new active
                                            programs that were added in 2021." Your disclosure in figure 6 on page 311 appears
                                            to indicate that less 50 active programs were added in 2021, and it appears that your historical
                                            active program growth rate was also less in 2019 and 2020. Please provide a more robust discussion
                                            of how you arrived at the assumed 8% annual growth rate and the related limitations.

Response: APAC respectfully acknowledges
the Staff’s comment and has revised the disclosure on page 218 of Amendment No. 3.

 6. Comment: We note your disclosure that "[e]ach program was assumed
                                            to be launched globally and not limited to a specific geography." Please revise to disclose
                                            why you did not consider geography. In this regard, we note your response to comment 31 regarding
                                            your two approved products, zimberelimab and sugemalimab, in which you state that "OmniAb
                                            believes its revenue will be materially driven by milestones, in the shorter term, and by
                                            royalties, in the longer term, from its partners’ programs in the United States and
                                            Europe."

Response: APAC respectfully acknowledges
the Staff’s comment and has revised the disclosure on page 217 of Amendment No. 3.

 7. Comment: We note your disclosure that your model assumed global peak
                                            sales of $1.75 billion per program "in lieu of assuming a specified market share."
                                            Please provide a more detailed discussion of such assumption to provide shareholders with
                                            a better understanding of its limitations and how the $1.75 billion per program value (which
                                            appears to be a 2021 data point) compares to OmniAb's programs.

Response: APAC respectfully acknowledges
the Staff’s comment and has revised the disclosure on page 217 of Amendment No. 3.

Involvement of Book-Running Manager of APAC’s
Initial Public Offering in the Business Combination, page 228

 8. Comment: We note your disclosure that discusses "If the Underwriting
                                            Fee were not fully creditable against the Advisory Fee . . . ." Your disclosure indicates
                                            that a part of the Underwriting Fee ($3.0 million) is creditable against the Advisory
                                            Fee of $3.4 million, not that the Underwriting Fee is fully creditable against the Advisory
                                            Fee. Please revise accordingly.

Response: APAC respectfully acknowledges
the Staff’s comment and has revised the disclosure on pages 136 and 231 of Amendment No. 3.

    Securities and Exchange Commission

    August 22, 2022

    Page 4

 9. Comment: Please revise to clarify that Ligand will only be paying Credit
                                            Suisse $0.4 million and that the $4.025 million remaining amount owed is the deferred underwriting
                                            commission from the APAC IPO and will be paid by APAC. Please also disclose the date upon
                                            which Ligand and Credit Suisse entered into the financial and capital markets advisory agreement,
                                            and the date that Credit Suisse agreed to credit Ligand with $3 million from payment of the
                                            deferred underwriting commission, if different from the date entered into the advisory agreement.
                                            Please also explain why Credit Suisse agreed to credit Ligand given that the underwriting
                                            fee was paid by APAC.

Response: APAC acknowledges the
Staff’s comments and has revised the disclosure on pages 137 and 231 of Amendment No. 3 to clarify that Ligand will
only pay Credit Suisse $0.4 million and that the $4.025 million remaining amount owed is 50% of the deferred underwriting commission
from the APAC IPO and will be paid by APAC upon consummation of the transaction. APAC respectfully advises the Staff that in
April 2022, Credit Suisse and Ligand executed an agreement related to their financial and capital markets advisory
relationship that began in June 2021, and at the time of the execution of the agreement, Credit Suisse agreed to credit Ligand
$3 million from payment of the deferred underwriting commission. The executed agreement was amended in August 2022 to reflect
OmniAb's status as a party to the agreement. APAC has revised the disclosure on pages 137 and 231 of Amendment No. 3 to
disclose the date the agreement was entered into. Additionally, APAC respectfully advises the Staff that Credit Suisse agreed to
credit this amount to Ligand because Credit Suisse determined that the total fees it stands to receive in connection with the
transaction, after accounting for both the credit to Ligand and its waiver of 50% of the deferred underwriting commissions, are
commercially reasonable and appropriate. APAC has revised the disclosure on page 231 of Amendment No. 3 to explain why
Credit Suisse agreed to credit Ligand.

 10. Comment: We note your response to comment 21 that "Credit Suisse
                                            is not entitled to and will not receive any of the remaining 50% of the $8,050,000 of the
                                            deferred underwriting commissions, and that APAC management, in its sole and absolute discretion,
                                            has determined that no third parties will receive any payments of the remaining 50% of the
                                            deferred underwriting commissions." Please revise to include similar disclosure in the
                                            proxy statement/prospectus and also explain how this is consistent with the underwriting
                                            agreement executed at the time of APAC's IPO. In this regard, it appears that Section 3(c) of
                                            the underwriting agreement requires the deferred fee to be paid to the underwriters or alternatively,
                                            in management's sole discretion, to be paid to third parties. The agreement does not appear
                                            to delegate management discretionary authority to not pay the remaining 50% to any party
                                            though, and so the arrangement for the company to retain and not pay the remaining $4.025
                                            million appears to be more similar to a fee forfeiture or waiver.

Response: APAC respectfully acknowledges
the Staff’s comments and advises the Staff that Credit Suisse has waived its entitlement to the payment of fifty percent (50%)
of the deferred underwriting fee to be paid under the terms of the Underwriting Agreement. APAC has revised the disclosure on pages 136
and 289 of Amendment No. 3 accordingly.

    Securities and Exchange Commission

    August 22, 2022

    Page 5

Material U.S. Federal Income Tax Consequences
to APAC Shareholders, page 258

 11. Comment: We note your revised disclosure that it is the opinion of
                                            counsel that the Domestication will qualify as an F reorganization. Given this firm opinion,
                                            please revise the language in the four bullet points starting on page 259 indicating
                                            that certain tax consequences "should" occur, and instead indicate that they "will"
                                            occur. To the extent that you believe it is appropriate to use the word "should"
                                            with respect to such tax consequences, please explain your reasoning and revise your disclosure
                                            to describe the uncertainty.

Response: APAC respectfully acknowledges
the Staff’s comment and has revised t

United States securities and exchange commission logo
August 12, 2022
Ben Silbert
General Counsel and Secretary
Avista Public Acquisition Corp. II
65 East 55th Street, 18th Floor
New York, NY 10022
Re:Avista Public Acquisition Corp. II
Amendment No. 2 to Registration Statement on Form S-4
Filed July 26, 2022
File No. 333-264525
Dear Mr. Silbert:
            We have reviewed your amended registration statement and have the following
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.  Unless we note
otherwise, our references to prior comments are to comments in our July 14, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-4 filed July 26, 2022
"Credit Suisse may have a potential conflict of interest regarding the Business Combination.",
page 135
1.We note your response to comment 22, as well as your amended disclosure on page 135
that "Ligand management negotiated the fee credit with Credit Suisse because it believed
that the aggregate fee amount of $4.425 million was appropriate compensation for the
transaction as a whole."  Please explicitly clarify that Credit Suisse has performed all its
obligations to obtain the deferred underwriting fee and therefore is gratuitously waiving
the right to be compensated in-part due to the fee credit.  Alternatively, tell us what
services are still being performed in connection with Credit Suisse's role as underwriter in
the APAC IPO.

 FirstName LastNameBen Silbert
 Comapany NameAvista Public Acquisition Corp. II
 August 12, 2022 Page 2
 FirstName LastName
Ben Silbert
Avista Public Acquisition Corp. II
August 12, 2022
Page 2
2.Please provide a reasonable basis for your statement that "[s]uch fee credits are not
unusual in business combinations involving special purpose acquisition companies where
an investment bank will earn both deferred underwriting compensation and financial
advisory fees upon consummation of the proposed transaction."  In this regard, it seems
that the circumstances here are distinct from a transaction in which the underwriter
continues to provide advisory services to the SPAC following the IPO, as here Credit
Suisse is advising the target company and not the SPAC.  Alternatively, please remove
this statement.
Background of the Business Combination, page 206
3.We note that in response to comments 9 and 10 you have provided a general list of topics
discussed, however it is unclear what was discussed about those topics.  Please further
revise your disclosure to indicate what particular issue was discussed about the topics as
they related to OmniAb specifically.  Further, please explain the particular concern with
OmniAb as to commercialization and pricing risks, dependence on future royalty revenue,
as well as the inputs and assumptions used in the projections.  Please also explain how the
APAC Board resolved the concern and why the APAC Board determined to proceed with
the transaction regardless of the risk.
Projected Financial Information, page 214
4.We note your response to comment 13, as well as your amended disclosure that
"[r]evenue estimates include up-front payments for access to OmniAb’s technology,
milestone payments and royalties" and that such "revenues are based on numerous
assumptions that are outlined below."  Please discuss the "up-front payments" in your
assumptions, as we note your discussion there only addresses the milestone payments and
royalties.  In revising your disclosure, discuss how the up-front payments were considered
in your assumptions, and ensure you provide a level of detail sufficient enough for an
investor to understand the reasonableness of the assumptions underlying the projections as
well as the inherent limitations on the reliability of projections in order to make informed
investment decisions.
5.We note your disclosure that "the number of active programs was assumed to grow at an
8% annual rate in all years projected, starting from 68 new active programs that were
added in 2021."  Your disclosure in figure 6 on page 311 appears to indicate that less 50
active programs were added in 2021, and it appears that your historical active program
growth rate was also less in 2019 and 2020.  Please provide a more robust discussion of
how you arrived at the assumed 8% annual growth rate and the related limitations.

 FirstName LastNameBen Silbert
 Comapany NameAvista Public Acquisition Corp. II
 August 12, 2022 Page 3
 FirstName LastName
Ben Silbert
Avista Public Acquisition Corp. II
August 12, 2022
Page 3
6.We note your disclosure that "[e]ach program was assumed to be launched globally and
not limited to a specific geography."  Please revise to disclose why you did not consider
geography.  In this regard, we note your response to comment 31 regarding your two
approved products, zimberelimab and sugemalimab, in which you state that "OmniAb
believes its revenue will be materially driven by milestones, in the shorter term, and by
royalties, in the longer term, from its partners’ programs in the United States and Europe."
7.We note your disclosure that your model assumed global peak sales of $1.75 billion per
program "in lieu of assuming a specified market share."  Please provide a more detailed
discussion of such assumption to provide shareholders with a better understanding of its
limitations and how the $1.75 billion per program value (which appears to be a 2021 data
point) compares to OmniAb's programs.
Involvement of Book-Running Manager of APAC's Initial Public Offering in the Business
Combination, page 228
8.We note your disclosure that discusses "If the Underwriting Fee were not fully creditable
against the Advisory Fee . . . ."  Your disclosure indicates that a part of the Underwriting
Fee ($3.0 million) is creditable against the Advisory Fee of $3.4 million, not that the
Underwriting Fee is fully creditable against the Advisory Fee.  Please revise accordingly.
9.Please revise to clarify that Ligand will only be paying Credit Suisse $0.4 million and that
the $4.025 million remaining amount owed is the deferred underwriting commission from
the APAC IPO and will be paid by APAC.  Please also disclose the date upon which
Ligand and Credit Suisse entered into the financial and capital markets advisory
agreement, and the date that Credit Suisse agreed to credit Ligand with $3 million from
payment of the deferred underwriting commission, if different from the date entered into
the advisory agreement. Please also explain why Credit Suisse agreed to credit Ligand
given that the underwriting fee was paid by APAC.
10.We note your response to comment 21 that "Credit Suisse is not entitled to and will not
receive any of the remaining 50% of the $8,050,000 of the deferred underwriting
commissions, and that APAC management, in its sole and absolute discretion, has
determined that no third parties will receive any payments of the remaining 50% of the
deferred underwriting commissions."  Please revise to include similar disclosure in the
proxy statement/prospectus and also explain how this is consistent with the underwriting
agreement executed at the time of APAC's IPO.  In this regard, it appears that Section 3(c)
of the underwriting agreement requires the deferred fee to be paid to the underwriters or
alternatively, in management's sole discretion, to be paid to third parties.  The agreement
does not appear to delegate management discretionary authority to not pay the remaining
50% to any party though, and so the arrangement for the company to retain and not pay
the remaining $4.025 million appears to be more similar to a fee forfeiture or waiver.

 FirstName LastNameBen Silbert
 Comapany NameAvista Public Acquisition Corp. II
 August 12, 2022 Page 4
 FirstName LastName
Ben Silbert
Avista Public Acquisition Corp. II
August 12, 2022
Page 4
Material U.S. Federal Income Tax Consequences to APAC Shareholders, page 258
11.We note your revised disclosure that it is the opinion of counsel that the Domestication
will qualify as an F reorganization.  Given this firm opinion, please revise the language in
the four bullet points starting on page 259 indicating that certain tax consequences
"should" occur, and instead indicate that they "will" occur.  To the extent that you believe
it is appropriate to use the word "should" with respect to such tax consequences, please
explain your reasoning and revise your disclosure to describe the uncertainty.
Material U.S. Federal Income Tax Consequences to Ligand stockholders of the Distribution and
of the Merger, page 272
12.We note your response to comment 24 that "the conclusions that the Distribution and the
Merger qualify as reorganizations under the Code are highly fact-dependent" and
"that opinions regarding such qualification cannot be given until Closing."  As the tax
treatment of the transaction is material to investors, please provide "should" or "more
likely than not" opinions to make clear that the opinions are subject to a degree of
uncertainty, and explain why counsel cannot give firm opinions, including a discussion of
the facts not known until closing.  Please make similar revisions elsewhere throughout the
proxy statement/prospectus where you discuss the tax consequences of the transaction,
and include risk factor disclosure, as appropriate.
13.Please remove your disclosure on page 272 stating that "[i]f any of these factual
assumptions, representations, or undertakings are incorrect or not satisfied, the opinion
may not be relied upon."  In the alternative, please tell us why you believe this disclaimer
is appropriate.
Information About the OmniAb Business, page 298
14.We note your response to comment 28, as well as your amended disclosure that removes
the "references to a pipeline as well as to pictorial representations of development phase
columns customarily associated with pipeline charts in the pharmaceutical industry."  We
reissue our comment in-part.  Please revise to remove the column highlighting the stage of
development of your partners' programs, the column showing the name of the program,
and the column indicating the target. We reiterate that you may consider including textual
disclosure to describe these collaborations and relationships, but tabular disclosure of the
stage of development or information on the program name and target is not appropriate. In
particular, we note that the program name and target do not appear to provide any
additional information to investors. Please also clarify what you mean by "Approved
Programs" or remove this term from the disclosure.
15.We note your response to comment 29, as well as your amended disclosure that you "had
59 active partners with over 260 active programs using the OmniAb technology, including
25 OmniAb-derived antibodies in clinical development and two approved products . . . "
(emphasis added).  Please revise to clarify that your 25 OmniAb-derived antibodies are in

 FirstName LastNameBen Silbert
 Comapany NameAvista Public Acquisition Corp. II
 August 12, 2022 Page 5
 FirstName LastName
Ben Silbert
Avista Public Acquisition Corp. II
August 12, 2022
Page 5
clinical development by your partners and that the two approved products are products of
your partners (emphasis added).
16.We note your response to comment 14, as well as your amended disclosure on page 322
that the BLA and MAA applications were supported by data from the "MajesTEC-1
clinical trial, an open-label Phase 2 trial evaluating the safety and efficacy of
teclistamab."  Please revise to also indicate the current stage of clinical trials for
teclistamab, and clarify whether trials will continue even if the Biologics License
Application is approved.
Exhibit Index, page II-4
17.We note that, according your exhibit 107 filing fee table, you are registering New
OmniAb Restricted Stock Units, New OmniAb Performance Stock Units and Warrants to
acquire New OmniAb Common Stock.  Please tell us why you are registering such
restricted stock units and performance stock units, as your disclosure appears to indicate
that such equity awards will be issued privately and that only shares of common stock and
warrants of the combined company will be listed on Nasdaq following the closing.  Please
also tell us why you are registering additional warrants, as your disclosure indicates that
all public warrants of APAC to be converted at closing are currently issued and
outstanding.
General
18.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  Please also tell us whether anyone or any
entity associated with or otherwise involved in the transaction, such as the target, is, is
controlled by, or has substantial ties with a non-U.S. person.  If so, also include risk factor
disclosure that addresses how this fact could impact your ability to complete your initial
business combination. For instance, discuss the risk to investors that you may not be able
to complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further,
disclose that the time necessary for government review of the transaction or a decision to
prohibit the transaction could prevent you from completing an initial business
combination and require you to liquidate. Disclose the consequences of liquidation to
investors, such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and the warrants, which would expire worthless.

 FirstName LastNameBen Silbert
 Comapany NameAvista Public Acquisition Corp. II
 August 12, 2022 Page 6
 FirstName LastName
Ben Silbert
Avista Public Acquisition Corp. II
August 12, 2022
Page 6
            You may contact Abe Friedman at 202-551-8298 or Rufus Decker at 202-551-3769 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Brian Fetterolf at 202-551-6613 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jackie Cohen

CORRESP
1
filename1.htm

767
Fifth Avenue
 New York, NY 10153-0119
 +1 212 310 8000 tel
 +1 212 310 8007 fax

July 26, 2022

VIA EDGAR TRANSMISSION

Brian Fetterolf

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street NE

Washington, D.C. 20549

 Re: Avista Public Acquisition Corp. II

                                            Amendment No. 1 to Registration Statement on Form S-4

                                            Filed June 13, 2022

                                            File No. 333-264525

Dear Mr. Fetterolf:

On behalf of our client,
Avista Public Acquisition Corp. II (the “APAC”), we are responding to the comment letter (“Comment Letter”)
of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated
July 14, 2022 with regard to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-264525) filed
by APAC on June 13, 2022 (the “Registration Statement”). APAC is concurrently providing to the Commission Amendment
No. 2 to the Registration Statement, as filed on EDGAR on the date hereof (“Amendment No. 2”). In addition
to addressing the comments raised by the Staff in the Comment Letter, Amendment No. 2 includes updates to certain other disclosures
and clarifications to the information contained therein.

For ease of reference, each
of the Staff’s comments is reproduced below in bold and is followed by the response to such comment. In addition, unless
otherwise indicated, all captions and references to page numbers in such responses correspond to page numbers set forth in
Amendment No. 2. Capitalized terms used in this letter but not otherwise defined herein shall have the meaning ascribed to such
term in Amendment No. 2.

Amendment No. 1 to Registration Statement on Form S-4
filed June 13, 2022

Questions and Answers

Is the completion of the merger subject to any conditions?, page 17

 1. Comment:
                                            We note your revised disclosure in response to comment 2. Please revise your disclosure to
                                            state that you will resolicit (in addition to recirculate) if the condition to receive either
                                            tax opinion is waived and the change in tax consequences is material.

Response:
APAC respectfully acknowledges the Staff’s comments and has revised the disclosure on page 19 of Amendment No. 2.

    Securities and Exchange Commission

    July 26, 2022

    Page 2

How does the Sponsor intend to vote its shares?,
page 34

 2. Comment:
                                            We note your response to comment 3, as well as your revised disclosure that “such purchased
                                            securities will not be voted in favor of approving the Business Combination by such purchaser”
                                            (emphasis added). Please revise your disclosure to clarify that the purchased securities
                                            will not be voted in favor of approving the Business Combination by the SPAC sponsor or its
                                            affiliates, or any other third party which would vote at the direction of the SPAC sponsor
                                            or its affiliates.

Response:
APAC respectfully acknowledges the Staff’s comments and has revised the disclosure on page 41 of Amendment No. 2.

Ownership of APAC following Business Combination,
page 46

 3. Comment:
                                            We note your response to comment 4, as well as your amended disclosure that “[r]egardless
                                            of the extent of redemptions, the shares of New OmniAb Common Stock owned by non-redeeming
                                            shareholders will have an implied value of $10.25 per share immediately upon consummation
                                            of the Business Combination.” Please revise to take into account the impact of the
                                            money in the trust account based on redemptions and the post-transaction equity value of
                                            the combined company. Your disclosure should show the impact of certain equity issuances
                                            on the per share value of the shares, including the exercises of public and private warrants,
                                            the issuance of the earnout shares and the issuance of shares under the new incentive plan
                                            and employee stock purchase plan under each redemption scenario.

Response:
APAC respectfully acknowledges the Staff’s comments and has revised the disclosure on pages 28, 58 and 172 of Amendment
No. 2.

 4. Comment:
                                            We also note the sensitivity table setting forth certain additional sources of dilution but
                                            excluding “the proposed share reserves under the 2022 Plan and the ESPP” and
                                            that such aggregate share reserves “will represent 14% and 1.5%, respectively, of fully
                                            diluted shares of New OmniAb Common Stock.” Your disclosure elsewhere (e.g., page 123)
                                            indicates that the issuance of such shares, once vested and settled or exercised, as applicable,
                                            will dilute APAC shareholders. Please revise to account for such shares as a source of dilution
                                            here and make conforming changes throughout the proxy statement/prospectus.

Response: APAC
respectfully acknowledges the Staff’s comments and has revised the disclosure on pages 27-31, 56-50 and 170-175 of
Amendment No. 2.

Background of the Business Combination, page 169

 5. Comment:
                                            In response to comment 17, your revised disclosure states that you declined to pursue a transaction
                                            with a potential target due to its early stage of commercialization. Please explain how this
                                            differs from the current stage of commercialization for OmniAb.

Response: APAC respectfully acknowledges
the Staff’s comments and has revised the disclosure on page 202 of Amendment No. 2.

    Securities and Exchange Commission

    July 26, 2022

    Page 3

 6. Comment:
                                            We note your response to comments 21 and 22, as well as your amended disclosure that APAC
                                            received “input from Ligand’s representatives regarding a valuation that would
                                            be acceptable to Ligand.” We also note your disclosure that “Ligand negotiated
                                            for an increase to the pre-money equity valuation of OmniAb for purposes of the proposed
                                            transaction, due to its view of the expected growth in the OmniAb business as opposed to
                                            that of the Ligand business (other than OmniAb), and the market performance of certain comparable
                                            companies.” Please provide a more robust discussion of how Ligand valued OmniAb and
                                            assessed APAC’s initial valuation proposal. In particular, please explain the process
                                            through which Ligand assessed “the market performance of certain comparable companies,”
                                            and include the comparable company analysis in the proxy statement/prospectus, as you do
                                            for the analysis reviewed by APAC’s board on page 180.

Response:
APAC respectfully advises the Staff that, in considering the value of the OmniAb business relative to APAC’s initial offer on pre-money
equity valuation, APAC understands that Ligand management and its Board were primarily focused on finding the most efficient path to
making OmniAb a separate, publicly-traded company and obtaining capital and access to future capital to finance the OmniAb business.
Ligand did not conduct a comparable public company analysis. Rather, Ligand management and its Board took into account general market
conditions and the effective closing of the IPO “window” for OmniAb, the poor trading performance of companies in a similar
segment of the market, and a view that a subset of overall market value of Ligand necessarily represented a perceived value of OmniAb.
APAC respectfully advises the Staff that this analysis is distinct from that undertaken by APAC and included in the proxy statement/prospectus/information
statement, given the APAC Board’s evaluation of a change in control transaction. APAC has revised the disclosure on page 205
of Amendment No. 2 to reflect the foregoing relating to Ligand’s considerations.

 7. Comment:
                                            Please discuss the “presentations for the Ligand Board” that Credit Suisse developed
                                            according to your disclosure on page 190, and provide us with your analysis of whether
                                            such presentations or other materials prepared by Credit Suisse would fall within the purview
                                            of Item 4(b) of Form S-4. To the extent that Ligand’s board considered such
                                            presentations in its evaluation of the business combination, please also discuss such presentations
                                            in the section entitled “The Ligand Board’s Reasons for the Business Combination.”

Response:
 APAC respectfully advises the Staff that the cited disclosure was referring to general services contemplated under Credit Suisse’s
engagement letter; however, Credit Suisse did not develop any presentations for the Ligand Board in connection with the Business Combination.
Rather, Credit Suisse provided general feedback on management-prepared presentations with respect to overall market conditions and industry
dynamics. Such assistance did not include the preparation or delivery of any materials that were materially related to the Business Combination.
Therefore, no “report, opinion or appraisal” was provided by Credit Suisse that would fall within the purview of Item 4(b) of
Form S-4. In addition, as no such report, opinion or appraisal was given, there is no reference to such report, opinion or appraisal
in Amendment No. 2. APAC has revised the disclosure on page 228 of Amendment No. 2 to clarify the foregoing.

    Securities and Exchange Commission

    July 26, 2022

    Page 4

 8. Comment:
                                            We also note your disclosure on page 169 that “APAC did not hire a financial advisor,”
                                            but you also maintain your disclosure on page 120 that there was “information
                                            and advice received from APAC’s management and APAC’s advisors, in valuing OmniAb”
                                            (emphasis added). Please reconcile this disclosure by clarifying whether any outside advisors
                                            assisted in valuing OmniAb.

Response:
APAC respectfully acknowledges the Staff’s comments and has revised the disclosure on page 141 of Amendment No. 2
and advises the Staff that no outside advisors opined on OmniAb’s valuation.

 9. Comment:
                                            We note that at various meetings in February and March, representatives of APAC and
                                            Ligand discussed OmniAb’s business model, capabilities, customers, key performance
                                            indicators, the competitive landscape, research and development opportunities, planned projects,
                                            intellectual property strategy and acquisition strategy. Please revise your disclosure to
                                            discuss what in particular was discussed with respect to these topics, as well as the relevant
                                            positions of each party and how these topics influenced the terms of the transaction. Please
                                            also discuss what in particular was considered with respect to the financial projections
                                            for OmniAb.

Response:
APAC respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 204 and 207 of Amendment
No. 2 to provide additional detail regarding the topics discussed at such meetings. The discussions concerning these topics did
not result in the parties taking different positions that then influenced the terms of the transaction. Rather the discussions were more
a forum to provide information and address questions. As such, APAC respectfully advises the Staff that no additional relevant disclosure
is necessary in that regard. APAC has, however, provided additional disclosure on page 204 of Amendment No. 2 relating to what
the parties considered with respect to the financial projections for OmniAb, as requested by the Staff.

 10. Comment:
                                            We note your disclosure on page 182 of the reasons supporting the APAC Board’s
                                            decision to recommend the transaction. Please revise the Background to disclose the Board’s
                                            discussions relating to these factors and how they supported the conclusions reached by the
                                            Board. For example, the disclosure indicates that the APAC Board reviewed industry trends
                                            and industry factors indicating that OmniAb is expected to have continued growth potential
                                            in future periods, and that diligence investigations and analyses of the industry supported
                                            the view that the OmniAb business is one of the leaders in the field, has one of the strongest
                                            track records among peer companies, and has increased safety relative to peer companies.
                                            Please also include any relevant discussions relating to the potential for commercial growth,
                                            the approval of partners’ product candidates, and the potential payments of milestones
                                            and royalties. Please ensure your discussion includes both positive and negative discussions
                                            by the Board and how these factors influenced the negotiations and terms of the transaction.

Response:
APAC respectfully acknowledges the Staff’s comments and has revised the disclosure on pages 207 and 210-211 of Amendment
No. 2.

    Securities and Exchange Commission

    July 26, 2022

    Page 5

 11. Comment:
                                            Please provide the information required by Item 4(b) of Form F-4 for the due diligence
                                            memorandum provided by Malk Sustainability Partners to APAC, or tell us why you believe this
                                            is not required.

Response:
APAC respectfully acknowledges the Staff’s comments, and advises the Staff that the work performed by Malk Sustainability
Partners was not material and no report from Malk was presented to the APAC Board. APAC h

United States securities and exchange commission logo
July 14, 2022
Ben Silbert
General Counsel and Secretary
Avista Public Acquisition Corp. II
65 East 55th Street, 18th Floor
New York, NY 10022
Re:Avista Public Acquisition Corp. II
Amendment No. 1 to Registration Statement on Form S-4
Filed June 13, 2022
File No. 333-264525
Dear Mr. Silbert:
            We have reviewed your amended registration statement and have the following
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.  Unless we note
otherwise, our references to prior comments are to comments in our May 27, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed June 13, 2022
Questions and Answers
Is the completion of the merger subject to any conditions?, page 17
1.We note your revised disclosure in response to comment 2.  Please revise your disclosure
to state that you will resolicit (in addition to recirculate) if the condition to receive either
tax opinion is waived and the change in tax consequences is material.
How does the Sponsor intend to vote its shares?, page 34
2.We note your response to comment 3, as well as your revised disclosure that "such
purchased securities will not be voted in favor of approving the Business Combination by
such purchaser" (emphasis added).  Please revise your disclosure to clarify that the

 FirstName LastNameBen Silbert
 Comapany NameAvista Public Acquisition Corp. II
 July 14, 2022 Page 2
 FirstName LastNameBen Silbert
Avista Public Acquisition Corp. II
July 14, 2022
Page 2
purchased securities will not be voted in favor of approving the Business Combination by
the SPAC sponsor or its affiliates, or any other third party which would vote at the
direction of the SPAC sponsor or its affiliates.
Ownership of APAC following Business Combination, page 46
3.We note your response to comment 4, as well as your amended disclosure that
"[r]egardless of the extent of redemptions, the shares of New OmniAb Common Stock
owned by non-redeeming shareholders will have an implied value of $10.25 per share
immediately upon consummation of the Business Combination."  Please revise to take
into account the impact of the money in the trust account based on redemptions and the
post-transaction equity value of the combined company.  Your disclosure should show the
impact of certain equity issuances on the per share value of the shares, including the
exercises of public and private warrants, the issuance of the earnout shares and the
issuance of shares under the new incentive plan and employee stock purchase plan under
each redemption scenario.
4.We also note the sensitivity table setting forth certain additional sources of dilution
but excluding "the proposed share reserves under the 2022 Plan and the ESPP" and that
such aggregate share reserves "will represent 14% and 1.5%, respectively, of fully diluted
shares of New OmniAb Common Stock."  Your disclosure elsewhere (e.g., page 123)
indicates that the issuance of such shares, once vested and settled or exercised, as
applicable, will dilute APAC shareholders.  Please revise to account for such shares as a
source of dilution here and make conforming changes throughout the proxy
statement/prospectus.
Background of the Business Combination, page 169
5.In response to comment 17, your revised disclosure states that you declined to pursue a
transaction with a potential target due to its early stage of commercialization.  Please
explain how this differs from the current stage of commercialization for OmniAb.
6.We note your response to comments 21 and 22, as well as your amended disclosure that
APAC received "input from Ligand’s representatives regarding a valuation that would be
acceptable to Ligand."  We also note your disclosure that "Ligand negotiated for an
increase to the pre-money equity valuation of OmniAb for purposes of the proposed
transaction, due to its view of the expected growth in the OmniAb business as opposed to
that of the Ligand business (other than OmniAb), and the market performance of certain
comparable companies."  Please provide a more robust discussion of how Ligand valued
OmniAb and assessed APAC’s initial valuation proposal.  In particular, please explain the
process through which Ligand assessed "the market performance of certain comparable
companies," and include the comparable company analysis in the proxy
statement/prospectus, as you do for the analysis reviewed by APAC's board on page 180.
7.Please discuss the "presentations for the Ligand Board" that Credit Suisse
developed according to your disclosure on page 190, and provide us with your analysis of

 FirstName LastNameBen Silbert
 Comapany NameAvista Public Acquisition Corp. II
 July 14, 2022 Page 3
 FirstName LastName
Ben Silbert
Avista Public Acquisition Corp. II
July 14, 2022
Page 3
whether such presentations or other materials prepared by Credit Suisse would fall within
the purview of Item 4(b) of Form S-4.  To the extent that Ligand's board considered such
presentations in its evaluation of the business combination, please also discuss such
presentations in the section entitled "The Ligand Board's Reasons for the Business
Combination."
8.We also note your disclosure on page 169 that "APAC did not hire a financial advisor,"
but you also maintain your disclosure on page 120 that there was "information and advice
received from APAC’s management and APAC’s advisors, in valuing OmniAb"
(emphasis added).  Please reconcile this disclosure by clarifying whether any outside
advisors assisted in valuing OmniAb.
9.We note that at various meetings in February and March, representatives of APAC and
Ligand discussed OmniAb's business model, capabilities, customers, key performance
indicators, the competitive landscape, research and development opportunities, planned
projects, intellectual property strategy and acquisition strategy.  Please revise your
disclosure to discuss what in particular was discussed with respect to these topics, as well
as the relevant positions of each party and how these topics influenced the terms of the
transaction.  Please also discuss what in particular was considered with respect to the
financial projections for OmniAb.
10.We note your disclosure on page 182 of the reasons supporting the APAC
Board's decision to recommend the transaction.  Please revise the Background to disclose
the Board's discussions relating to these factors and how they supported the conclusions
reached by the Board.  For example, the disclosure indicates that the APAC Board
reviewed industry trends and industry factors indicating that OmniAb is expected to have
continued growth potential in future periods, and that diligence investigations and
analyses of the industry supported the view that the OmniAb business is one of the leaders
in the field, has one of the strongest track records among peer companies, and has
increased safety relative to peer companies.  Please also include any relevant discussions
relating to the potential for commercial growth, the approval of partners' product
candidates, and the potential payments of milestones and royalties. Please ensure your
discussion includes both positive and negative discussions by the Board and how these
factors influenced the negotiations and terms of the transaction.
11.Please provide the information required by Item 4(b) of Form F-4 for the due diligence
memorandum provided by Malk Sustainability Partners to APAC, or tell us why you
believe this is not required.

 FirstName LastNameBen Silbert
 Comapany NameAvista Public Acquisition Corp. II
 July 14, 2022 Page 4
 FirstName LastName
Ben Silbert
Avista Public Acquisition Corp. II
July 14, 2022
Page 4
Projected Financial Information, page 178
12.We note your disclosure that because the projected growth rate begins to stabilize in 2045,
this was an appropriate year end to apply a terminal value calculation.  It is unclear why
the possible stabilization of revenue is a reason to extend the projected growth rates in
excess of 20 years.  Please revise to further explain the basis for providing projected
growth rates through 2045.
13.We note your response to comment 27, as well as your amended disclosure.  In connection
therewith:
•We note your disclosure that “[t]he majority of the projected milestones and royalties
in the first half of the projections (through 2034) are derived from existing partners
and pre-existing license agreements.”  Disclose a range of royalty rates used in the
assumptions as well as assumed milestone payments, and discuss how royalty terms
and agreement termination dates were considered in your assumptions. The level of
detail provided must be sufficient enough for an investor to understand the
reasonableness of the assumptions underlying the projections as well as the inherent
limitations on the reliability of projections in order to make informed investment
decisions.
•We note that footnote (1) indicates that “[r]evenue estimates may include the receipt
of certain milestone payments,” but your discussion of “unit economics” indicates
that you are also using royalty rates by revenue in your calculations.  Please revise
such footnote to clarify the role of royalty rates.
•With respect to the “later years” up to 2045, please quantify the “future programs”
and “future partners” by year and similarly describe the assumed payment types for
each future partner. Please also explain how you determined estimated terms of the
agreements for new programs, and disclose a range of assumed royalty rates used as
well as assumed milestone payments.
•Please disclose whether you used a cumulative probability success rate of 12.1% for
all programs.  If so, please explain why you believe that such a success rate applies
regardless of the stage of development or the target indication of the product
candidate.  If not, please disclose the success rate used for various stages of
development, including product candidates in various stages of clinical trials. Explain
the qualitative and quantitative factors that you used in evaluating the “typical
industry probabilities” and address how the probability rate here impacts the
reliability of the projections.
•Please disclose whether market and/or geographic region were considered in the
projections, such as projected market growth rates or the anticipated share of the total
estimated market.  If so, please identify the particular assumptions used, including
whether the assumptions differed by target indication, and disclose the projected
market growth rates and projected market rate penetrations.  If you did not consider
the market and/or geographic region, please disclose why.

 FirstName LastNameBen Silbert
 Comapany NameAvista Public Acquisition Corp. II
 July 14, 2022 Page 5
 FirstName LastNameBen Silbert
Avista Public Acquisition Corp. II
July 14, 2022
Page 5
14.Please specify the particular milestone that will trigger payment of the $25 million
payment of teclistamab.  Please also disclose the precise status of teclistamab in the FDA
approval process, including the date that Janssen Biotech submitted the Biologics License
Application to the FDA and the current status of the FDA's review process.  Please
explain why the projections assume that the FDA will grant the Biologics License
Application.  Please provide similar disclosure in the section entitled "Information About
the OmniAb Business."  Please explain in that section that teclistamab received
Breakthrough Therapy Designation from the FDA, including an explanation of what this
means and the benefits that teclistamab will receive in the FDA approval process, such as
rolling review.  Please indicate the current stage of clinical trials for teclistamab, and
clarify whether trials will continue even if the Biologics License Application is approved.
Please also clarify whether Breakthrough Therapy Designation or the BLA can be
rescinded based on future results of clinical trials or post-marking information.
Certain Financial Analysis, page 180
15.We note your response to comment 28, as well as your amended disclosure.  Please also
revise to explain how you determined the enterprise value for each of the comparable
companies (e.g., through payments from research and services, milestones or royalties).
The APAC Board's Reasons for the Approval of the Business Combination, page 181
16.We note your disclosure that the "APAC Board did not consider, or request access to, any
additional valuation-related materials that had been prepared in connection with
OmniAb’s initially contemplated IPO" (emphasis added).  We reissue the comment in-
part.  Please revise to address whether the APAC board considered or received any
valuation-related information in connection with the OmniAb's initially contemplated IPO
(emphasis added).
Interests of APAC's Directors and Executive Officers in the Business Combination, page 185
17.We note your response to comment 33, as well as your amended disclosure, and we
reissue the comment in-part.  Please quantify the aggregate dollar amount of what the
sponsor and its affiliates have at risk that depends on completion of a business
combination, including the value of all securities held, the out-of-pocket unpaid
reimbursable expenses, any fees due (including the $26,129 related to the administrative
services agreement), and any loans that have since been extended (including the $750,000
Promissory Note).  Provide similar disclosure for the company’s officers and directors and
make conforming changes in appropriate places throughout the proxy
statement/prospectus.
The Ligand Board's Reasons for the Business Combination, page 189
18.Please address the consideration by Ligand's board of the merger consideration and
earnout shares, and also disclose what materials/information the board reviewed in

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 Comapany NameAvista Public Acquisition Corp. II
 July 14, 2022 Page 6
 FirstName LastNameBen Silbert
Avista Public Acquisition Corp. II
July 14, 2022
Page 6
making its recommendation (e.g., its "view of the expected growth in the OmniAb
business," as well as its review of "the market performance of certain comparable
companies," each of which are discussed on page 172).
19.We note your risk factor disclosure on page 115 that discusses Ligand and OmniAb's
decision to retain Credit Suisse as their financial and capital markets advisor.  Please
discuss such decision here and address whether Ligand's board considered Credit Suisse's
conflict of interest in light of the deferred underwriting commission that Credit Suisse will
earn pursuant to its underwriting agreement with APAC if the business combination
closes.  In connection therewith, please also revise the section entitled "The APAC
Board’s Reasons for the Approval of the Business Combination" to address whether
APAC's board considered such conflict.
Involvement of Book-Running Manager of APAC's Initial Public Offering in the Business
Combination, page 190
20.We note your response to comment 20, as well as your amended disclosure on page 90
that "[u]p to $3.0 million of the underwriting fee will be fully creditable (to the extent
paid) against the" advisory fee of $3.4 million that Credit Suisse will receive as financial
advisor to Ligand and OmniAb.  We reissue the comment in-part.  Please quantify the
aggregate fees payable to Credit Suisse upon completion of a business combination, as
well as the aggregate fees that would have been payable without the foregoing cre

CORRESP
1
filename1.htm

    767 Fifth Avenue

New York, NY 10153-0119

+1 212 310 8000 tel

+1 212 310 8007 fax

June 10, 2022

VIA EDGAR TRANSMISSION

Brian Fetterolf

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street NE

Washington, D.C. 20549

 Re: Avista Public Acquisition Corp. II

Registration Statement on Form S-4

Filed April 28, 2022

File No. 333-264525

Dear Mr. Fetterolf:

On behalf of our client, Avista
Public Acquisition Corp. II, (“APAC”), we are responding to the comment letter (“Comment
Letter”) of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”),
dated May 27, 2022. In addition to addressing the comments raised by the Staff in the Comment Letter, APAC has revised the Form S-4
to update certain other disclosures.

For ease of reference, each
of the Staff’s comments is reproduced below in bold and is followed by the response to such comment. In addition, unless
otherwise indicated, all references to page numbers in such responses are to page numbers in the Form S-4. Capitalized
terms used in this letter but not otherwise defined herein shall have the meaning ascribed to such term in the Form S-4.

Registration Statement on Form S-4 filed April 28, 2022

Cover Page

 1. Comment: We note your disclosure describing how you will calculate the total number of shares of New OmniAb Common Stock to be
received by OmniAb’s stockholders. Please amend your disclosure to provide an estimate of this total number of shares, the Base
Exchange Ratio, and the Earnout Exchange Ratio. Alternatively, tell us why you are unable to do so.

Response: APAC respectfully acknowledges
the Staff’s comment and notes that the total number of shares of New OmniAb Common Stock to be received by OmniAb’s (Ligand’s)
stockholders in the Business Combination, the Base Exchange Ratio and the Earnout Exchange Ratio cannot be calculated without knowing
(i) the number of OmniAb Equity Awards (OmniAb Options, OmniAb RSUs and OmniAb PSUs) outstanding immediately following the consummation
of the Distribution, including the exercise prices of the OmniAb Options that will be outstanding, and (ii) the number of shares
of Ligand Common Stock outstanding as of the Record Date for the Distribution. The calculation of the number and exercise prices of the
OmniAb Equity Awards will be based on the relative trading values of the Ligand Common Stock in the “regular way” and “ex-distribution”
markets during the five-trading-day period prior to Closing of the Business Combination. As such, the total number of shares of New OmniAb
Common Stock to be received by OmniAb’s (Ligand’s) stockholders and the Base Exchange Ratio and Earnout Exchange Ratio are
not determinable until the Closing. However, APAC has revised the disclosure on pages 25, 27, 50 and 52 of the Form S-4 to provide
an illustrative example of these calculations based on data as of around the time of the initial transaction announcement. APAC
further advises the Staff that it will update this illustrative example with data as of a more recent practicable date in a pre-effective
amendment to the Form S-4.

    Securities and Exchange Commission

    June 10, 2022

    Page 2

Q: Is the completion of the Merger subject
to any conditions?, page 18

 2. Comment: We note your disclosure that “[a]ny party of the Merger Agreement may . . . waive any of the terms or conditions
of the Merger Agreement by an agreement in writing executed in the same manner as the Merger Agreement.” Please address here
whether the receipt of the tax opinions may be waived and discuss any material consequences of such waivers. Further, to the extent that
a material condition (including but not limited to the tax opinions) is waived or changed, please tell us how the parties intend to communicate
such waiver or change to shareholders. Please make conforming changes in appropriate places throughout the filing, including highlighting
such risk in your risk factor on page 109 titled “The exercise of APAC’s directors’ and executive officers’
discretion in agreeing to changes or waivers . . . .”

Response: APAC respectfully acknowledges
the Staff’s comments and has revised the disclosure on page 19 of the Form S-4 to discuss the potential waiver of the
conditions of the Merger Agreement, including the conditions related to the tax opinions, and to clarify which parties may waive the specified
closing conditions.

APAC respectfully acknowledges the Staff’s
comment with respect to the risk factor on pages 127–128 and advises the Staff that APAC does not believe it is necessary to
revise this risk factor because the risk related to potential conflicts of interest of APAC’s directors and executive officers is
not greater with respect to waivers of APAC’s closing conditions (including a waiver of receipt of a tax opinion) than other changes
to the terms of Business Combination (all of which are described in the risk factor). Additionally, as discussed below and described in
the risk factor, any waiver of rights, including the delivery of a tax opinion to APAC, that results in a material impact will be communicated
to the APAC shareholders and Ligand stockholders.

To the extent that any modifications
by the parties, including any waivers of any closing conditions, materially change the terms of the Business Combination, APAC advises
the Staff that APAC and Ligand will notify their respective stockholders in a manner reasonably calculated to inform them about the modifications
as may be required by law, by publishing a press release, filing a current report on Form 8-K and/or amending and/or circulating
a supplement to the proxy statement/prospectus/information statement. Disclosures to the foregoing effect have been added to the Form S-4.
As of the date hereof, APAC does not believe there will be any changes or waivers that APAC’s directors and executive officers would
be likely to make after shareholder approval of the Business Combination Proposal has been obtained.

Q: How does the Sponsor intend to vote its
shares?, page 33

 3. Comment: We note your disclosure that “[t]he 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,” and the purpose of such purchases, among other things, would be to vote such shares
in favor of the business combination. With respect to these transactions, please address the following issues:

 • Disclose that the SPAC sponsor or its affiliates will purchase the SPAC securities at a price no higher than the price offered
through the SPAC redemption process.

    Securities and Exchange Commission

    June 10, 2022

    Page 3

 • Disclose that any SPAC securities purchased by the SPAC sponsor or its affiliates would not be voted in favor of approving the
business combination transaction.

 • Disclose that the SPAC sponsor and its affiliates do not possess any redemption rights with respect to the SPAC securities or,
if they possess redemption rights, they waive such rights.

 • Confirm that you will disclose in a Form 8-K, prior to the security holder meeting to approve the business combination transaction,
the following: (1) the amount of SPAC securities purchased outside of the redemption offer by the SPAC sponsor or its affiliates,
along with the purchase price; (2) the purpose of the purchases by the SPAC sponsor or its affiliates; (3) the impact, if any,
of the purchases by the SPAC sponsor or its affiliates on the likelihood that the business combination transaction will be approved; (3) the
identities of SPAC security holders who sold to the SPAC sponsor or its affiliates (if not purchased on the open market) or the nature
of SPAC security holders (e.g., 5% security holders) who sold to the SPAC sponsor or its affiliates; and (4) the number of SPAC securities
for which the SPAC has received redemption requests pursuant to its redemption offer. For guidance, see Tender Offers and Schedules CDI
Question 166.01, available on our public website. Make conforming changes throughout your filing, including to your risk factor on page 114.

Response: APAC respectfully acknowledges
the Staff’s comment and has revised the disclosure on pages 37–38 of the Form S-4.

APAC further confirms to the Staff that
if any of Sponsor or APAC’s directors, officers, advisors or their respective affiliates purchase shares or warrants in privately
negotiated transactions or in the open market prior to the completion of the Business Combination, it will disclose in a Form 8-K,
prior to the extraordinary general meeting to approve the business combination, (1) the amount of SPAC securities purchased outside
of the redemption offer by the SPAC sponsor or its affiliates, along with the purchase price, (2) the purpose of the purchases by
the SPAC sponsor or its affiliates, (3) the impact, if any, of the purchases by the SPAC sponsor or its affiliates on the likelihood
that the business combination transaction will be approved; (4) the identities of SPAC security holders who sold to the SPAC sponsor
or its affiliates (if not purchased on the open market) or the nature of SPAC security holders who sold to the SPAC sponsor or its affiliates
and (5) the number of SPAC securities for which the SPAC has received redemption requests pursuant to its redemption offer. Disclosure
to the foregoing effect has been added to the Form S-4.

Ownership of APAC following Business Combination,
page 44

 4. Comment: We note your disclosure addressing the potential impact of redemptions on non-redeeming shareholders, and the sources
and extent of dilution that shareholders who elect not to redeem their shares may experience in connection with the business combination.
Here and/or as applicable throughout the filing, please:

 • Disclose the potential impact on the per share value of the shares owned by non- redeeming shareholders by including a sensitivity
analysis for the range of redemption scenarios presented here.

 • In addition to your disclosure in footnote (8) highlighting the impact of the sponsor exercising its warrants, please disclose
such dilution source in a new chart at each of the redemption levels disclosed here, and include the impact of each additional significant
source of dilution. In particular, quantify the equity stake dilution which may occur from the adoption of the new incentive plan and
employee stock purchase plan, as well as the exercise of the options, RSUs and PSUs, and any convertible securities, including warrants
retained by redeeming shareholders.

 • Revise your disclosure here to clarify whether the anticipated ownership percentages include the sponsor earnout shares in addition
to the OmniAb earnout shares.

    Securities and Exchange Commission

    June 10, 2022

    Page 4

 • Quantify the value of warrants, based on recent trading prices, that may be retained by redeeming stockholders assuming maximum
redemptions and identify any material resulting risks to non-redeeming shareholders.

Response: APAC respectfully acknowledges
the Staff’s comment and has revised the disclosure on pages 25–28, 50–53, and 160–163 of the Form S-4
to add the disclosures requested by your comment.

Unaudited Pro Forma Condensed Combined Financial
Information of APAC and OmniAb, page 60

 5. Comment: Please tell us your consideration of providing a column within your pro forma financials to reflect ‘Autonomous
Entity Adjustments’ pursuant to Rules 11-01(a)(7) and 11- 02(a)(6)(ii) of Regulation S-X.

Response: APAC respectfully acknowledges the Staff’s
comment and has revised the disclosure on pages 74-77 of the Form S-4 to add a column within the pro forma financials to reflect
 ‘Autonomous Entity Adjustments’ pursuant to Rules 11-01(a)(7) and 11-02(a)(6)(ii) of Regulation S-X.

Risk Factors, page 70

 6. Comment: Please include a risk factor discussing the risks associated with the exclusive forum provision in the warrant agreement,
including increased costs to bring a claim and the potential that the provision will discourage claims or limit investors’ ability
to bring a claim in a judicial forum that they find favorable.

Response: APAC respectfully acknowledges
the Staff’s comment and has revised the disclosure on pages 145–146 of the Form S-4 to include the additional risk
factor.

“As a result of the Separation,
we will lose Ligand’s brand…”, page 88

 7. Comment: We note your disclosure that “Ligand’s elimination of its ownership of our company could potentially
cause some of our existing agreements and licenses to be terminated.” Please disclose, to the extent material and known,
any existing agreements or licenses that are likely to be terminated in connection with the Separation.

Response: APAC respectfully acknowledges
the Staff’s comment and has revised the disclosure on page 103 of the Form S-4.

“We will incur significant
charges in connection with . . .”, page 88

 8. Comment: Please amend your disclosure to provide in this risk factor an estimate of the significant costs you will incur in connection
with the Separation, or tell us why you are unable to do so.

Response: APAC respectfully acknowledges
the Staff’s comment and has revised the disclosure on pages 103–104 of the Form S-4 to include an estimate of the
transaction costs to be incurred in connection with the Business Combination. As to other costs, APAC respectfully advises the Staff that
the historical combined financial data reflects expense allocations for certain support functions that are provided on a centralized basis
within Ligand, such as expenses for executive oversight, treasury, legal, finance, human resources, tax, internal audit, financial reporting,
information technology and investor relations. Those costs may be higher or lower than the actual expenses OmniAb will incur in the future
as a standalone company. However, since such costs may be based largely on future contractual arrangements established with third parties,
Ligand is unable to estimate them at this time.

    Securities and Exchange Commission

    June 10, 2022

    Page 5

“Certain of our officers or directors may have
actual or potential conflicts of interest because of their equity interests . . . ”, page 89

 9. Comment: We note your disclosure that “certain of [y]our director nominees and all of [y]our officers have holdings
of Ligand Common Stock or equity awards that may have a material monetary value based on the trading price of Ligand Common Stock . .
. .” Please revise your disclosure to explain why such holdings “may be material,” or alternatively
state that their holdings “are” material. Also, in addition to your description of the number of these securities,
please disclose the estimated monetary value of these holdings.

Response: APAC respectfully acknowledges
the Staff’s comment and has revised the disclosure on pages 105–106 of the Form S-4 to clarify that the holdings
of OmniAb’s director nominees and executive officers are material and to provide the estimated monetary value of such holdings based
on the last reported sales price of Ligand’s common stock on the Nasdaq Global Market on May 31, 2022.

“APAC and OmniAb will incur significant transaction
and transition costs . . .”, page 109

 10. Comment: Please quantify the “significant transaction and transition costs” to both parties, if estimable.

Response: APAC respectfully acknowledges
the Staff’s comment and has revised the disclosure on page 128 of the Form S-4 to include an estimate of the transaction
costs expected to be incurred in connection with the Business Combination. As to other costs, APAC respectfully refers the Staff to our
response to Comment 8 above.

“We may redeem your unexpired warrants prior
to their exercise . . .”, page 118

 11. Comment: Clarify whether

United States securities and exchange commission logo
May 27, 2022
Ben Silbert
General Counsel and Secretary
Avista Public Acquisition Corp. II
65 East 55th Street, 18th Floor
New York, NY 10022
Re:Avista Public Acquisition Corp. II
Registration Statement on Form S-4
Filed April 28, 2022
File No. 333-264525
Dear Mr. Silbert:
            We have reviewed your registration statement and have the following 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-4 filed April 28, 2022
Cover Page
1.We note your disclosure describing how you will calculate the total number of shares of
New OmniAb Common Stock to be received by OmniAb's stockholders.  Please amend
your disclosure to provide an estimate of this total number of shares, the Base Exchange
Ratio, and the Earnout Exchange Ratio.  Alternatively, tell us why you are unable to do
so.
Q: Is the completion of the Merger subject to any conditions?, page 18
2.We note your disclosure that "[a]ny party of the Merger Agreement may . . . waive any of
the terms or conditions of the Merger Agreement by an agreement in writing executed in
the same manner as the Merger Agreement."  Please address here whether the receipt of

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 FirstName LastNameBen Silbert
Avista Public Acquisition Corp. II
May 27, 2022
Page 2
the tax opinions may be waived and discuss any material consequences of such waivers.
Further, to the extent that a material condition (including but not limited to the tax
opinions) is waived or changed, please tell us how the parties intend to communicate such
waiver or change to shareholders.  Please make conforming changes in appropriate places
throughout the filing, including highlighting such risk in your risk factor on page 109
titled "The exercise of APAC’s directors' and executive officers' discretion in agreeing to
changes or waivers . . . ."
Q: How does the Sponsor intend to vote its shares?, page 33
3.We note your disclosure that "[t]he 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," and the purpose of such purchases, among other things, would be
to vote such shares in favor of the business combination.  With respect to these
transactions, please address the following issues:

•Disclose that the SPAC sponsor or its affiliates will purchase the SPAC securities at a
price no higher than the price offered through the SPAC redemption process.

•Disclose that any SPAC securities purchased by the SPAC sponsor or its affiliates
would not be voted in favor of approving the business combination transaction.

•Disclose that the SPAC sponsor and its affiliates do not possess any redemption
rights with respect to the SPAC securities or, if they possess redemption rights, they
waive such rights.

•Confirm that you will disclose in a Form 8-K, prior to the security holder meeting to
approve the business combination transaction, the following: (1) the amount of SPAC
securities purchased outside of the redemption offer by the SPAC sponsor or its
affiliates, along with the purchase price; (2) the purpose of the purchases by the
SPAC sponsor or its affiliates; (3) the impact, if any, of the purchases by the SPAC
sponsor or its affiliates on the likelihood that the business combination transaction
will be approved; (3) the identities of SPAC security holders who sold to the SPAC
sponsor or its affiliates (if not purchased on the open market) or the nature of SPAC
security holders (e.g., 5% security holders) who sold to the SPAC sponsor or its
affiliates; and (4) the number of SPAC securities for which the SPAC has received
redemption requests pursuant to its redemption offer.  For guidance, see Tender
Offers and Schedules CDI Question 166.01, available on our public website.  Make
conforming changes throughout your filing, including to your risk factor on page 114.
Ownership of APAC following Business Combination, page 44
4.We note your disclosure addressing the potential impact of redemptions on non-redeeming
shareholders, and the sources and extent of dilution that shareholders who elect not to

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 Comapany NameAvista Public Acquisition Corp. II
 May 27, 2022 Page 3
 FirstName LastName
Ben Silbert
Avista Public Acquisition Corp. II
May 27, 2022
Page 3
redeem their shares may experience in connection with the business combination.  Here
and/or as applicable throughout the filing, please:

•Disclose the potential impact on the per share value of the shares owned by non-
redeeming shareholders by including a sensitivity analysis for the range of
redemption scenarios presented here.

•In addition to your disclosure in footnote (8) highlighting the impact of the sponsor
exercising its warrants, please disclose such dilution source in a new chart at each of
the redemption levels disclosed here, and include the impact of each additional
significant source of dilution.  In particular, quantify the equity stake dilution which
may occur from the adoption of the new incentive plan and employee stock purchase
plan, as well as the exercise of the options, RSUs and PSUs, and any convertible
securities, including warrants retained by redeeming shareholders.

•Revise your disclosure here to clarify whether the anticipated ownership percentages
include the sponsor earnout shares in addition to the OmniAb earnout shares.

•Quantify the value of warrants, based on recent trading prices, that may be retained
by redeeming stockholders assuming maximum redemptions and identify any
material resulting risks to non-redeeming shareholders.
Unaudited Pro Forma Condensed Combined Financial Information of APAC and OmniAB, page
60
5.Please tell us your consideration of providing a column within your pro forma financials
to reflect 'Autonomous Entity Adjustments' pursuant to Rules 11-01(a)(7) and 11-
02(a)(6)(ii) of Regulation S-X.
Risk Factors, page 70
6.Please include a risk factor discussing the risks associated with the exclusive forum
provision in the warrant agreement, including increased costs to bring a claim and the
potential that the provision will discourage claims or limit investors' ability to bring a
claim in a judicial forum that they find favorable.
"As a result of the Separation, we will lose Ligand's brand . . .", page 88
7.We note your disclosure that "Ligand's elimination of its ownership of our company could
potentially cause some of our existing agreements and licenses to be terminated."  Please
disclose, to the extent material and known, any existing agreements or licenses that are
likely to be terminated in connection with the Separation.

 FirstName LastNameBen Silbert
 Comapany NameAvista Public Acquisition Corp. II
 May 27, 2022 Page 4
 FirstName LastName
Ben Silbert
Avista Public Acquisition Corp. II
May 27, 2022
Page 4
"We will incur significant charges in connection with . . .", page 88
8.Please amend your disclosure to provide in this risk factor an estimate of the significant
costs you will incur in connection with the Separation, or tell us why you are unable to do
so.
"Certain of our officers or directors may have actual or potential conflicts of interest because of
their equity interests . . . ", page 89
9.We note your disclosure that "certain of [y]our director nominees and all of [y]our officers
have holdings of Ligand Common Stock or equity awards that may have a material
monetary value based on the trading price of Ligand Common Stock . . . ."  Please revise
your disclosure to explain why such holdings "may be material," or alternatively state that
their holdings "are" material.  Also, in addition to your description of the number of these
securities, please disclose the estimated monetary value of these holdings.
"APAC and OmniAb will incur significant transaction and transition costs . . .", page 109
10.Please quantify the "significant transaction and transition costs" to both parties, if
estimable.
"We may redeem your unexpired warrants prior to their exercise . . .", page 118
11.Clarify whether recent common stock trading prices exceed the threshold that would allow
the company to redeem public warrants. Clearly explain the steps, if any, the company
will take to notify all shareholders, including beneficial owners, regarding when the
warrants become eligible for redemption.
"Future sales of shares of the combined company's common stock . . . ", page 123
12.We note your disclosure that "New Holders" (as defined in the A&R Registration Rights
Agreement) will be subject to a three-month lock-up period.  To provide shareholders
with additional context, please revise to identify that such new holders are the "directors
and officers of Ligand and OmniAb" that you discuss on page 166.
Diagram of Transactions Structure and Transaction Steps, page 135
13.Please tell us why the diagram indicates that there are overlapping shareholders currently
between APAC and Ligand.
Representations and Warranties, page 140
14.We note that your current disclosure discusses the representations and warranties of the
parties generally.  Please revise your disclosure to provide additional detail describing the
specific, material representations and warranties of the parties.

 FirstName LastNameBen Silbert
 Comapany NameAvista Public Acquisition Corp. II
 May 27, 2022 Page 5
 FirstName LastName
Ben Silbert
Avista Public Acquisition Corp. II
May 27, 2022
Page 5
Shared Contracts, page 157
15.You disclose that certain shared contracts are to be assigned or amended to facilitate the
Separation of the OmniAb Business from Ligand.  Please identify these contracts, if
material, and briefly describe their terms.
Background of the Business Combination, page 162
16.We note your disclosure throughout this section referencing discussions, negotiations, and
certain general topics discussed at meetings between the parties and their representatives.
Please amend your disclosure, where appropriate, to describe in more detail the topics
discussed and the negotiations between the parties, including the relevant positions of
each party.  For example, please discuss the negotiations related to transaction fees, the
terms of the Tax Matters Agreement and other material agreements, the negotiations and
reasons underlying changes in amounts and terms of the backstop, changes in the
proposed valuation of OmniAb, changes in the proposed exchange ratio, and termination
fees.
17.We note your disclosure regarding APAC's contact with "seventeen (17) potential
combination targets" and execution of non-disclosure agreements with "six (6) such
potential combination targets."  Please include a more detailed discussion regarding any
material meetings, discussions or negotiations that APAC had with these potential targets,
including the "four (4) potential combination targets" of which APAC "engaged in
detailed discussions" as well as the "one (1) such party" with whom "APAC entered into a
non-binding letter of intent."  Please ensure that your disclosure addresses the general
industry of such targets, and please explain the reason why you did not pursue such
business combinations with the four other potential candidates despite your efforts.
18.We note your disclosure that Ligand publicly announced "on November 9, 2021 that it
was pursuing plans to split into two separate publicly-traded companies, with one
featuring the OmniAb Business."  Please provide a more robust discussion of Ligand's
initial plan to pursue "an IPO and eventual distribution of OmniAb shares to Ligand
shareholders" as noted in Ligand's press release on November 9, 2022, and how Ligand's
decision evolved, including its exploration of other alternatives that led to their entry into
the merger agreement with APAC.  In this regard, we also note your press release dated
February 17, 2022, which noted that "Ligand now expects to pursue separation of
OmniAb through a direct spin-off of 100% of OmniAb equity to shareholders with Ligand
capitalizing the OmniAb business directly with $70 million."
19.Please discuss how the parties chose a reverse Morris Trust structure with a spin-off pro
rata distribution, and whether other transaction structures were considered (such as a split-
off comprising an exchange offer by Ligand to its stockholders).  Please also discuss if the
parties considered additional financing arrangements as part of the transaction structure
that would raise capital for Ligand (such as a bridge loan), in addition or as opposed to the
capital to be received by OmniAb from APAC.  In connection therewith, further discuss

 FirstName LastNameBen Silbert
 Comapany NameAvista Public Acquisition Corp. II
 May 27, 2022 Page 6
 FirstName LastNameBen Silbert
Avista Public Acquisition Corp. II
May 27, 2022
Page 6
Ligand's decision to contribute capital to OmniAb, including how the $15 million amount
evolved from the $70 million capitalization noted in your February 2022 press release.
20.Please quantify the aggregate fees payable to Credit Suisse upon completion of a business
combination.  We note your disclosure that "Credit Suisse acted in the capacity of the
Book-Running Manager for APAC’s initial public offering," and according to APAC's
IPO prospectus, part of Credit Suisse's IPO underwriting fee was deferred and conditioned
on completion of a business combination.  We also note that "Credit Suisse was acting in
the capacity of Ligand’s financial advisor in connection with its separation transaction," as
well as your disclosure throughout this section indicating that Credit Suisse is acting as a
representative of Ligand.  In revising your disclosure, please also discuss any additional
fees paid or due to Credit Suisse in connection with but not conditioned on completion of
the business combination.
21.Please provide a more robust discussion of the roles that the advisors played in the
transaction negotiations and valuation discussions.  In particular, please provide greater
detail about the role that Credit Suisse played in the financial due diligence and valuation
of OmniAb, including Credit Suisse's role as underwriter in OmniAb's initially proposed
IPO and any valuations or due diligence in connection therewith.  In revising your
disclosure, address who is serving as financial advisor to APAC's board, as we note your
disclosure on page 170 that the APAC board "consulted with APAC’s management and
legal and financial advisors" in evaluating the business combination, as well as your
disclosure on page 113 that APAC's board received information from APAC's "advisors,
in valuing OmniAb."  Further discuss whether there are any conflicts of interest in relation
to Credit Suisse's engagement, given their advisory roles to both APAC and Ligand.  Last,
please tell us whether the advisors delivered any reports to the APAC or Ligand boards or
potential third-party investors that were materially related to the transaction and
whether these would fall within the purview of Item 4(b) of Form S-4 (including the
investor presentation filed as an exhibit to the Form 8-K that APAC filed on March 23,
2022, as well as the comparable companies analysis and illustrative discounted cash flow
analysis discussed on page 169).  If so, please revise your disclosure to state as much and

CORRESP
1
filename1.htm

August 5, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention: Pamela Long; Michael Davis

Re:         Avista Public Acquisition Corp. II

Registration Statement on Form S-1

Filed June 17, 2021, as amended

File No. 333-257177

Dear Ms. Long & Mr. Davis:

Pursuant to Rule 461 of the General Rules and Regulations under the
Securities Act of 1933, as amended (the “Act”), the undersigned, for themselves and the several underwriters, hereby join
in the request of Avista Public Acquisition Corp. II that the effective date of the above-referenced Registration Statement be accelerated
so as to permit it to become effective at 4:00 p.m. Washington D.C. time on August 9, 2021, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the
Act, the undersigned advise that approximately 1,000 copies of the Preliminary Prospectus dated August 9, 2021 are expected to be
distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advise that they have complied and will continue to
comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

[signature page follows]

    Very truly yours,

    CREDIT SUISSE SECURITIES (USA) LLC

    as Representative of the Underwriters

    By:
    /s/ Ryan Kelley

    Name:Ryan Kelley

    Title:Director

CORRESP
1
filename1.htm

Avista Public Acquisition Corp. II

65 East 55th Street

18th Floor

New York, NY 10022

August 5, 2021

VIA EMAIL & EDGAR

Pamela Long

Michael Davis

Staff Attorneys

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-4561

    Re:
    Avista Public Acquisition Corp. II (the “Company”) Registration Statement on Form S-1 (Registration No. 333- 257177)

Dear  Ms. Long & Mr. Davis,

Pursuant to Rule 461(a) under the Securities Act
of 1933, as amended, we respectfully request that the effective date of the Company’s Registration Statement on Form S-1 (File No.
333-257177) be accelerated by the Securities and Exchange Commission (the “Commission”) to 4:00 p.m. Washington D.C.
time on August 9, 2021 or as soon as practicable thereafter.

We request that we be notified
of such effectiveness by a telephone call to Faiza Rahman of Weil, Gotshal & Manges LLP at (212) 310-8235 and that such effectiveness
also be confirmed in writing.

    Very truly yours,

    Avista Public Acquisition Corp. II

    By:
    /s/ John Cafasso

    Name:
    John Cafasso

    Title:
    Chief Financial Officer

    cc:
    Weil, Gotshal & Manges LLP

    Alexander D. Lynch, Esq.

    Faiza N. Rahman, Esq.

    Skadden, Arps, Slate, Meagher & Flom LLP

    P. Michelle Gasaway, Esq.

    Gregg A. Noel, Esq.

CORRESP
1
filename1.htm

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

(212) 310-8000

FAX: (212) 310-8007

July 28,
2021

VIA EDGAR TRANSMISSION

Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549-3561

Re: Avista Public Acquisition Corp.
II

    Registration Statement
on Form S-1

Filed June 17, 2021

File No. 333-257177

Ladies and Gentlemen:

On behalf of our client, Avista Public Acquisition
Corp. II, a Cayman Islands exempted company (the “Company”), we submit this letter in response to the comment of the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its
letter dated July 6, 2021, relating to the Registration Statement on Form S-1 of the Company (File No. 333-257177) filed
with the Commission on June 17, 2021 (the “Registration Statement”). We are concurrently filing via EDGAR, Amendment
No. 1 (“Amendment No. 1”) to the Registration Statement. The changes reflected in Amendment No. 1 include
other changes intended to updated, clarify and render more complete the information set forth therein.

Set forth below is the Company’s response
to the Staff’s comment. For ease of reference, the Staff’s comment is reproduced below in bold and is followed by the Company’s
response.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, page F-2

1. We note the audit report is dated May 12, 2021, for Notes 2 and 7. We also note significant changes made to these footnotes
in this most recent Form. Please tell us how your auditor determined it was unnecessary to provide an updated audit report. Alternatively,
please amend your filing to include an updated audit report. Refer to PCAOB AS 3110.

Securities and Exchange Commission

July 28,
2021

Page 2

The
Company acknowledges the Staff’s comment and respectfully advises that Marcum LLP, (“Marcum”), the Company’s
auditor, referenced PCAOB AS 3110 Dating of the Independent Auditor’s Report (“AS 3110”), Paragraph 8 in its
determination not to provide an updated audit report. AS 3110, Paragraph 8, provides “…if an event of the type requiring
disclosure only (as discussed in AS 2801.05 and AS 2801.08) occurs between the date of the independent auditor's original report and the
date of the reissuance of such report, and if the event comes to the attention of the independent auditor, the event may be disclosed
in a separate note to the financial statements . . .” and “[u]nder these circumstances, the report of the independent auditor
would carry the same date used in the original report.”

The Company respectfully advises the Staff that
Marcum noted that the only addition to the Registration Statement filed on June 17, 2021 following the submission of the Company’s
Draft Registration Statement on Form S-1 (File No. 377-04463) was a modification to some of the terms of a non-recognized subsequent
event disclosure. These modifications were made during the unaudited period that was added to and presented in the June 17, 2021
filing and would only have a prospective impact on the financial statements if the proposed offering is completed as contemplated. Therefore,
Marcum determined these modifications were disclosure only in accordance with AS 2801.05 and AS 2801.08. As a result, the Company’s
auditor determined that it was unnecessary to provide an updated audit report.

 * *
                                                                              *
                                                                               *
                                                                               *

Please contact the undersigned at (212) 310-8235
or Alexander Lynch at (212) 310-8971 if you have any questions or need further information.

  Sincerely yours,

  /s/
                                        Faiza N. Rahman

  Faiza
N. Rahman

 cc: Ben Silbert

General Counsel and Secretary

Avista Public Acquisition Corp. II

Isaac Esquivel, SEC

Babette Cooper, SEC

Kim McManus, SEC

Pam Long, SEC

Alexander D. Lynch

Weil, Gotshal & Manges LLP

P. Michelle Gasaway

Gregg A. Noel

Skadden, Arps, Slate, Meagher & Flom LLP

     2

United States securities and exchange commission logo
July 6, 2021
Ben Silbert
General Counsel and Secretary
Avista Public Acquisition Corp. II
65 East 55th St., 18th Floor
New York, NY 10022
Re:Avista Public Acquisition Corp. II
Draft Registration Statement on Form S-1
Filed March 19, 2021
File No. 377-04463
Dear Mr. Silbert:
            We have reviewed your draft registration statement and have the following 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Form S-1 filed June 17, 2021
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, page F-2
1.We note the audit report is dated May 12, 2021, for Notes 2 and 7.  We also note
significant changes made to these footnotes in this most recent Form.  Please tell us how
your auditor determined it was unnecessary to provide an updated audit report.
Alternatively, please amend your filing to include an updated audit report.  Refer to
PCAOB AS 3110.
            You may contact Babette Cooper at 202-551-3396 or Isaac Esquivel at 202-551-3395 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Michael Davis at 202-551-4385 or Pam Long at 202-551-3765 with any other questions.

 FirstName LastNameBen Silbert
 Comapany NameAvista Public Acquisition Corp. II
 July 6, 2021 Page 2
 FirstName LastName
Ben Silbert
Avista Public Acquisition Corp. II
July 6, 2021
Page 2
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Alex Lynch

United States securities and exchange commission logo
April 14, 2021
Ben Silbert
General Counsel and Secretary
Avista Public Acquisition Corp. II
65 East 55th St., 18th Floor
New York, NY 10022
Re:Avista Public Acquisition Corp. II
Draft Registration Statement on Form S-1
Filed March 19, 2021
File No. 377-04463
Dear Mr. Silbert:
            We have reviewed your draft registration statement and have the following comment.  In
our comment, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 filed March 19, 2021
Risk Factors
Avista is not under any obligation to source any potential opportunities for our initial business
combination , page 69
1.Please revise disclosure to provide a more definitive statement as to the nature of Avista's
fiduciary and contractual duties to third parties. We note your statement that Avista may
have fiduciary and/or contractual duties to its investment vehicles and to companies in
which Avista has invested, and therefore Avista may have a duty to offer business
combination opportunities to certain Avista funds, other investment vehicles, or other
entities before other parties, including your company.  Please revise to specify if Avista
currently has such fiduciary and/or contractual duties.  In other words, clarify it this is an

 FirstName LastNameBen Silbert
 Comapany NameAvista Public Acquisition Corp. II
 April 14, 2021 Page 2
 FirstName LastName
Ben Silbert
Avista Public Acquisition Corp. II
April 14, 2021
Page 2
actual, rather than hypothetical risk.
            You may contact Isaac Esquivel at 202-551-3395 or Babette Cooper at 202-551-3396 if
you have questions regarding the financial statements and related matters.  Please contact Kim
McManus at 202-551-323 or Pam Long at 202-551-3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction