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AVISTA PUBLIC ACQUISITION CORP. II INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of

Key Takeaway: AVISTA PUBLIC ACQUISITION INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of August 12, 2021 F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING To the Shareholders and Boar

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AVISTA PUBLIC ACQUISITION
INDEX TO FINANCIAL STATEMENT
Report of Independent Registered Public Accounting Firm F-2
Balance Sheet as of August 12, 2021 F-3
Notes to Financial Statement F-4
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
To the Shareholders and Board of Directors of
Avista Public Acquisition Corp. II
Opinion on the Financial Statement
We have audited the accompanying balance sheet
of Avista Public Acquisition Corp. II (the "Company") as of August 12, 2021, and the related notes (collectively referred
to as the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the balance
sheet of the Company as of August 12, 2021, in conformity with accounting principles generally accepted in the United States of America.
The financial statement is the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statement based on our audit. We are
a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required
to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of
internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess
the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to
those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.
We have served as the Company's auditor since 2021.
AVISTA PUBLIC ACQUISITION CORP. II
ASSETS
Current assets:
Cash $ 1,720,034
Prepaid expenses 26,653
Total current assets 1,746,687
Cash held in trust account 235,750,000
TOTAL ASSETS $ 237,496,687
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and other payables $ 2,491
Accrued offering costs 431,283
Total current liabilities 433,774
Deferred underwriting fee payable 8,050,000
Total Liabilities 8,483,774
Commitments
Class A ordinary shares subject to possible redemption, 21,854,918 shares at redemption value 224,012,912
Shareholders' Equity
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding -
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 1,145,082 shares issued and outstanding (excluding 21,854,918 shares subject to possible redemption) 115
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 shares issued and outstanding 575
Additional paid-in capital 5,013,294
Accumulated deficit (13,983 )
Total Shareholders' Equity 5,000,001
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 237,496,687
The accompanying notes are an integral part of the financial statement.
AVISTA PUBLIC ACQUISITION CORP. II
TO FINANCIAL STATEMENT
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND
Avista Public Acquisition Corp. II (the "Company")
is a blank check company incorporated in the Cayman Islands on February 5, 2021. The Company was formed for the purpose of entering
into a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses
(a "Business Combination"). The Company is not limited to a particular industry or geographic region for purposes of consummating
a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks
associated with early stage and emerging growth companies.
As of August 12, 2021, the Company had not
yet commenced any operations. All activity for the period from February 5, 2021 (inception) through August 12, 2021 relates
to the Company's formation and the initial public offering ("Initial Public Offering").
The registration statement for the Company's
Initial Public Offering was declared effective on August 9, 2021. On August 12, 2021, the Company consummated the Initial Public
Offering of 23,000,000 units (the "Units" and, with respect to the shares of Class A ordinary shares included in the
Units sold, the "Public Shares"), including 3,000,000 Class A ordinary shares that were issued pursuant to the underwriter's
exercise of its over-allotment option in full, at $10.00 per Unit, generating gross proceeds of $230,000,000, which is described in Note
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the sale of 8,233,333 warrants (the "Private Placement Warrants") at a price of $1.50
per Private Placement Warrant in a private placement to Avista Acquisition LP II (the "Sponsor"), generating gross proceeds
of $12,350,000, which is described in Note 4.
Transaction costs amounted to $13,348,103 consisting
of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees, and $698,103 of other offering costs. In addition, cash
of $1,720,034 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working
Following the closing of the Initial Public Offering
on August 12, 2021, an amount of $235,750,000 ($10.25 per Public Share) from the net proceeds of the sale of the Units in the Initial
Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the "Trust Account") and will
be invested only in U.S. government treasury obligations with maturities of 185 days or less or in money market funds meeting certain
conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations, until
the earlier of: (i) the consummation of our initial business combination within 18 months from the closing of the Initial Public
Offering, (ii) the redemption of our public shares if we have not consummated an initial business combination within 18 months from
the closing of this offering, subject to applicable law, and (iii) the redemption of our public shares properly submitted in connection
with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would
modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares
redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial
business combination within 18 months from the closing of this offering or (B) with respect to any other provision relating to the
rights of holders of our Class A ordinary shares.
AVISTA PUBLIC ACQUISITION CORP. II
TO FINANCIAL STATEMENT
The Company will provide its holders of the outstanding
Public Shares (the "public shareholders") with the opportunity to redeem all or a portion of their Public Shares upon the
completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination
or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination
or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their
Public Shares for a pro rata portion of the amount then in the Trust Account ($10.25 per Public Share, plus any pro rata interest earned
on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption
rights upon the completion of a Business Combination with respect to the Company's warrants. The Public Shares subject to redemption
will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance
with the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") Topic
480, Distinguishing Liabilities from Equity.
The Company will proceed with a Business Combination
only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination
and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder
vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will,
pursuant to its Amended and Restated Memorandum and Articles of Association (the "Amended and Restated Memorandum and Articles of
Association"), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission ("SEC")
and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction
is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem
shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company
seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in
Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally,
each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction
or don't vote at all.
Notwithstanding the above, if the Company seeks
shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and
Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or
any other person with whom such shareholder is acting in concert or as a "group" (as defined
under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), will be restricted from redeeming
its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.
Last updated: Aug 12, 2021