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Item 2. |
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.
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References to the “Company,” “ARYA Sciences Acquisition Corp IV,”
“ARYA,” “our,” “us” or “we” refer to ARYA Sciences Acquisition Corp
IV. The following discussion and analysis of the Company’s
financial condition and results of operations should be read in
conjunction with the unaudited interim condensed financial
statements and the notes thereto contained elsewhere in this
report. Certain information contained in the discussion and
analysis set forth below includes forward-looking statements that
involve risks and uncertainties.
Cautionary Note Regarding Forward-Looking Statements
Some of the
statements contained in this Report may constitute “forward-looking
statements” for purposes of the federal securities laws. Our
forward-looking statements include, but are not limited to,
statements regarding our or our management team’s expectations,
hopes, beliefs, intentions or strategies regarding the future. In
addition, any statements that refer to projections, forecasts or
other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking
statements. The words “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “would” and similar
expressions may identify forward-looking statements, but the
absence of these words does not mean that a statement is not
forward-looking.
The
forward-looking statements contained in this Report are based on
our current expectations and beliefs concerning future developments
and their potential effects on us. There can be no assurance that
future developments affecting us will be those that we have
anticipated. These forward-looking statements involve a number of
risks, uncertainties (some of which are beyond our control) or
other assumptions that may cause actual results or performance to
be materially different from those expressed or implied by these
forward-looking statements. These risks and uncertainties include,
but are not limited to, the following risks, uncertainties (some of
which are beyond our control) or other factors:
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we have no operating history and
no revenues, and you have no basis on which to evaluate our ability
to achieve our business objective;
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our ability to select an
appropriate target business or businesses;
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our ability to complete a merger,
share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses (the
“Business Combination”);
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our expectations around the
performance of a prospective target business or businesses;
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our success in retaining or
recruiting, or changes required in, our officers, key employees or
directors following our initial Business Combination;
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our officers and directors
allocating their time to other businesses and potentially having
conflicts of interest with our business or in approving our initial
Business Combination;
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our potential ability to obtain
additional financing to complete our initial Business
Combination;
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• |
our pool of prospective target
businesses;
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• |
our ability to consummate an
initial Business Combination due to the uncertainty resulting from
the recent COVID-19 pandemic;
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• |
the ability of our officers and
directors to generate a number of potential Business Combination
opportunities;
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our public securities’ potential
liquidity and trading;
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• |
the use of proceeds not held in
the trust account or available to us from interest income on the
trust account balance;
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the trust account not being
subject to claims of third parties;
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• |
our financial performance
following our initial public offering (the “Initial Public
Offering”); and
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the other risks and uncertainties
discussed herein, in our filings with the SEC and in our Annual
Report on form 10-K, filed with the SEC on March 31, 2022.
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Should one
or more of these risks or uncertainties materialize, or should any
of our assumptions prove incorrect, actual results may vary in
material respects from those projected in these forward-looking
statements. We undertake no obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as may be required under
applicable securities laws.
Overview
We are a
blank check company incorporated as a Cayman Islands exempted
company on August 24, 2020. We were formed for the purpose of
effecting a Business Combination that we have not yet identified.
Our sponsor is ARYA Sciences Holdings IV, a Cayman Islands exempted
limited company (the “Sponsor”).
Our
registration statement for our Initial Public Offering was declared
effective on February 25, 2021. On March 2, 2021, we consummated
its Initial Public Offering of 14,950,000 Class A ordinary shares
(the “Public Shares”), including the 1,950,000 Public Shares as a
result of the underwriters’ full exercise of their over-allotment
option, at an offering price of $10.00 per Public Share, generating
gross proceeds of $149.5 million, and incurring offering costs of
approximately $8.8 million, inclusive of approximately $5.2 million
in deferred underwriting commissions.
Simultaneously with the closing of the Initial Public Offering, we
consummated the private placement (“Private Placement”) of 499,000
Class A ordinary shares (the “Private Placement Shares”), at a
price of $10.00 per Private Placement Share to the Sponsor,
generating gross proceeds of approximately $5.0 million.
Upon the
closing of the Initial Public Offering and the Private Placement,
$149.5 million ($10.00 per Public Share) of the net proceeds of the
Initial Public Offering and certain of the proceeds of the Private
Placement were placed in a trust account (“Trust Account”), located
in the United States, with Continental Stock Transfer & Trust
Company acting as trustee, and are invested only in United States
“government securities” within the meaning of Section 2(a)(16) of
the Investment Company Act of 1940, as amended (the “Investment
Company Act”) having a maturity of 185 days or less or in money
market funds meeting certain conditions under Rule 2a-7 promulgated
under the Investment Company Act which invest only in direct U.S.
government treasury obligations, until the earlier of: (i) the
completion of a Business Combination and (ii) the distribution of
the Trust Account as described below.
Our
management has broad discretion with respect to the specific
application of the net proceeds of the Initial Public Offering and
the sale of Private Placement Shares, although substantially all of
the net proceeds are intended to be applied generally toward
consummating a Business Combination.
If we have
not completed a Business Combination within 24 months from the
closing of the Initial Public Offering, or March 2, 2023, the
Company will (i) cease all operations except for the purpose of
winding up; (ii) as promptly as reasonably possible but not more
than ten business days thereafter, redeem the Public Shares, at a
per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest earned on
the funds held in the Trust Account and not previously released to
us to pay our income taxes, if any (less up to $100,000 of interest
to pay dissolution expenses), divided by the number of the
then-outstanding Public Shares, which redemption will completely
extinguish Public Shareholders’ rights as shareholders (including
the right to receive further liquidation distributions, if any);
and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining shareholders
and our board of directors, liquidate and dissolve, subject in the
case of clauses (ii) and (iii) to our obligations under Cayman
Islands law to provide for claims of creditors and the requirements
of other applicable law.
Going
forward, we intend to effectuate our initial Business Combination
with a new target using cash from the proceeds of our Initial
Public Offering and the sale of the Private Placement Shares, our
shares, debt or a combination of cash, equity and debt.
The issuance
of additional shares in a Business Combination:
| • |
may significantly dilute the
equity interest of investors in our Initial Public Offering, which
dilution would increase if the anti-dilution provisions in the
Class B ordinary shares resulted in the issuance of Class A
ordinary shares on a greater than one-to-one basis upon conversion
of the Class B ordinary shares;
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may subordinate the rights of
holders of Class A ordinary shares if preference shares are issued
with rights senior to those afforded our Class A ordinary
shares;
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could cause a change in control
if a substantial number of our Class A ordinary shares are issued,
which may affect, among other things, our ability to use our net
operating loss carry forwards, if any, and could result in the
resignation or removal of our present officers and directors;
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may have the effect of delaying
or preventing a change of control of us by diluting the share
ownership or voting rights of a person seeking to obtain control of
us; and
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may adversely affect prevailing
market prices for our Class A ordinary shares.
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Similarly, if we issue debt or
otherwise incur significant debt, it could result in:
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default and foreclosure on our
assets if our operating revenues after an initial Business
Combination are insufficient to repay our debt obligations;
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acceleration of our obligations
to repay the indebtedness even if we make all principal and
interest payments when due if we breach certain covenants that
require the maintenance of certain financial ratios or reserves
without a waiver or renegotiation of that covenant;
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our immediate payment of all
principal and accrued interest, if any, if the debt is payable on
demand;
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our inability to obtain necessary
additional financing if the debt contains covenants restricting our
ability to obtain such financing while the debt is
outstanding;
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our inability to pay dividends on
our Class A ordinary shares;
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using a substantial portion of
our cash flow to pay principal and interest on our debt, which will
reduce the funds available for dividends on our Class A ordinary
shares if declared, expenses, capital expenditures, acquisitions
and other general corporate purposes;
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limitations on our flexibility in
planning for and reacting to changes in our business and in the
industry in which we operate;
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increased vulnerability to
adverse changes in general economic, industry and competitive
conditions and adverse changes in government regulation; and
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limitations on our ability to
borrow additional amounts for expenses, capital expenditures,
acquisitions, debt service requirements, execution of our strategy
and other purposes and other disadvantages compared to our
competitors who have less debt.
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Termination of Business Combination
As described
in Note 1 to the financial statements included in this Report, on
February 23, 2022, ARYA terminated the previously announced
business combination agreement, dated September 29, 2021, by and
among Amicus Therapeutics, Inc., a Delaware corporation, us, Amicus
GT Holdings, LLC, a Delaware limited liability company and wholly
owned subsidiary of Amicus, and Caritas Therapeutics, LLC, a
Delaware limited liability company and wholly owned subsidiary of
Amicus GT.
A copy of
each of the Termination Agreement is incorporated in this Report by
reference to the Current Report on Form 8-K, filed with the SEC on
February 23, 2022.
Results of Operations
Our entire
activity since inception up to March 31, 2022 was in preparation
for our formation and the Initial Public Offering, and since the
Initial Public Offering, the search for a prospective initial
Business Combination. We will not be generating any operating
revenues until the closing and completion of our initial Business
Combination.
For the
three months ended March 31, 2022, we had net loss of approximately
$211,000, which consisted of approximately $253,000 general and
administrative expenses, partially offset by approximately $42,000
in gains on marketable securities, dividends and interest held in
Trust Account.
For the
three months ended March 31, 2021, we had net loss of approximately
$210,000, which consisted of approximately $226,000 general and
administrative expenses, partially offset by approximately $15,000
in gains on marketable securities, dividends and interest held in
Trust Account.
Going Concern
As of March
31, 2022, we had approximately $379,000 in our operating bank
account, and negative working capital of approximately $5.4
million.
Our
liquidity needs to date have been satisfied through a contribution
of $25,000 from Sponsor to cover for certain expenses in exchange
for the issuance of the Founder Shares, the loan of approximately
$161,000 from the Sponsor pursuant to the Note (as defined in Note
4), and the proceeds from the consummation of the Private Placement
not held in the Trust Account. We fully repaid the Note upon
closing of the Initial Public Offering. In addition, in order to
finance transaction costs in connection with a Business
Combination, the Sponsor or an affiliate of the Sponsor, or certain
of our officers and directors may, but are not obligated to,
provide the Company Working Capital Loans (as defined in Note 4).
As of March 31, 2022 and December 31, 2021, there were no amounts
outstanding under any Working Capital Loan.
We cannot
provide any assurance that new financing along the lines detailed
above will be available to us on commercially acceptable terms, if
at all. Further, we have until March 2, 2023 to consummate a
Business Combination, but we cannot provide assurance that we will
be able to consummate a Business Combination by that date. If a
Business Combination is not consummated by the required date, there
will be a mandatory liquidation and subsequent dissolution. In
connection with our assessment of going concern considerations in
accordance with the Financial Accounting Standards Board’s (“FASB”)
Accounting Standards Codification (“ASC”) Topic 205-40, “Basis of
Presentation – Going Concern,” we have determined that the working
capital deficit and mandatory liquidation and subsequent
dissolution raises substantial doubt about our ability to continue
as a going concern until the earlier of the consummation of the
Business Combination or the date we are required to liquidate. The
financial statements do not include any adjustment that might be
necessary if the Company is unable to continue as a going concern.
We intend to complete our initial business combination before the
mandatory liquidation date; however, there can be no assurance that
we will be able to consummate any business combination by March 2,
2023. No adjustments have been made to the carrying amounts of
assets and liabilities should we be required to liquidate after
March 2, 2023, nor do these financial statements include any
adjustments relating to the recovery of the recorded assets or the
classification of the liabilities that might be necessary should we
be unable to continue as a going concern.
Management
of ARYA continues to evaluate the impact of the COVID-19 pandemic
and has concluded that the specific impact is not readily
determinable as of the date of the balance sheet. The financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.
In February
2022, the Russian Federation and Belarus commenced a military
action with the country of Ukraine. As a result of this action,
various nations, including the United States, have instituted
economic sanctions against the Russian Federation and Belarus. The
impact of this action and related sanctions on the world economy
are not determinable as of the date of this Report. Further, the
specific impact of this action on our financial condition, results
of operations, and cash flows is also not determinable as of the
date of this Report.
Contractual Obligations
Administrative Support Agreement
Commencing
on the effective date of the registration statement on Form S-1
related to the Initial Public Offering through the earlier of
consummation of the initial Business Combination and our
liquidation, we will reimburse the Sponsor for office space,
secretarial and administrative services provided to us in the
amount of $10,000 per month.
We incurred
approximately $30,000 and $11,000 in general and administrative
expenses in the accompanying unaudited condensed statements of
operations for the three months ended March 31, 2022 and 2021,
respectively. At March 31, 2022 and December 31, 2021, there were
amounts of $30,000 and $0, respectively, included in due to related
party on the condensed balance sheet.
Registration Rights
The holders
of Founder Shares, Private Placement Shares and Private Placement
Shares that may be issued upon conversion of Working Capital Loans,
are entitled to registration rights pursuant to a registration and
shareholder rights agreement signed upon the consummation of the
Initial Public Offering. The holders of these securities are
entitled to make up to three demands, excluding short form demands,
that we register such securities. In addition, the holders have
certain “piggy-back” registration rights with respect to
registration statements filed subsequent to our completion of a
Business Combination. However, the registration and shareholder
rights agreement provides that we will not permit any registration
statement filed under the Securities Act to become effective until
termination of the applicable lock-up period, which occurs (i) in
the case of the Founder Shares, in accordance with the letter
agreement our initial shareholders entered into and (ii) in the
case of the Private Placement Shares, 30 days after the completion
of our Business Combination. We will bear the expenses incurred in
connection with the filing of any such registration
statements.
Underwriting Agreement
We granted
the underwriters a 45-day option from the date of the final
prospectus relating to the Initial Public Offering to purchase up
to 1,950,000 additional Public Shares to cover over-allotments at
the Initial Public Offering price less the underwriting discounts
and commissions. On March 2, 2021, the underwriters fully exercised
the over-allotment option.
The
underwriters were paid an underwriting discount of $0.20 per Public
Share, or approximately $3.0 million in the aggregate, paid upon
the closing of the Initial Public Offering. In addition, $0.35 per
Public Share, or approximately $5.2 million in the aggregate will
be payable to the underwriters for deferred underwriting
commissions. The deferred fee will become payable to the
underwriters from the amounts held in the Trust Account solely in
the event that we complete a Business Combination, subject to the
terms of the underwriting agreement.
Critical Accounting Policies
Class A ordinary shares subject to possible redemption
We account
for our Class A ordinary shares subject to possible redemption in
accordance with the guidance in FASB ASC Topic 480, “Distinguishing
Liabilities from Equity.” Class A ordinary shares subject to
mandatory redemption (if any) are classified as liability
instruments and are measured at fair value. Conditionally
redeemable Class A ordinary shares (including Class ordinary shares
that feature redemption rights that are either within the control
of the holder or subject to redemption upon the occurrence of
uncertain events not solely within our control) are classified as
temporary equity. At all other times, Class A ordinary shares are
classified as shareholders’ deficit. Our Class A ordinary shares
feature certain redemption rights that are considered to be outside
of our control and subject to the occurrence of uncertain future
events. Accordingly, as of March 31, 2022 and December 31, 2021,
14,950,000 Class A ordinary shares subject to possible redemption
are presented at redemption value as temporary equity, outside of
the shareholders’ deficit section of our condensed balance
sheets.
Immediately
upon the closing of the Initial Public Offering, we recognized the
accretion from initial book value to redemption amount. The change
in the carrying value of redeemable shares of Class A ordinary
shares resulted in charges against additional paid-in capital and
accumulated deficit.
Net
loss per ordinary shares
We have two
classes of shares: Class A ordinary shares and Class B ordinary
shares. Income and losses are shared pro rata between the two
classes of shares. Net loss per share is computed by dividing net
loss by the weighted-average number of ordinary shares outstanding
during the periods. Accretion associated with the Class A ordinary
shares subject to possible redemption is excluded from earnings per
share as the redemption value approximates fair value.
Recent Accounting Pronouncements
In August
2020, the FASB issued ASU 2020-06, which simplifies accounting for
convertible instruments by removing major separation models
required under current GAAP. ASU 2020-06 also removes certain
settlement conditions that are required for equity-linked contracts
to qualify for the derivative scope exception, and it simplifies
the diluted earnings per share calculation in certain areas. The
Company adopted ASU 2020-06 on January 1, 2021. Adoption of ASU
2020-06 did not impact the Company’s financial position, results of
operations or cash flows.
The
Company’s management does not believe that any other recently
issued, but not yet effective, accounting standards updates, if
currently adopted, would have a material effect on the Company’s
unaudited condensed financial statements.
Off-Balance Sheet Arrangements
As of March
31, 2022, we did not have any off-balance sheet arrangements as
defined in Item 303(a)(4)(ii) of Regulation S-K.
JOBS
Act
The
Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”)
contains provisions that, among other things, relax certain
reporting requirements for qualifying public companies. We qualify
as an “emerging growth company” and under the JOBS Act are allowed
to comply with new or revised accounting pronouncements based on
the effective date for private (not publicly traded) companies. We
are electing to delay the adoption of new or revised accounting
standards, and as a result, we may not comply with new or revised
accounting standards on the relevant dates on which adoption of
such standards is required for non-emerging growth companies. As a
result, the financial statements may not be comparable to companies
that comply with new or revised accounting pronouncements as of
public company effective dates.
Additionally, we are in the process of evaluating the benefits of
relying on the other reduced reporting requirements provided by the
JOBS Act. Subject to certain conditions set forth in the JOBS Act,
if, as an “emerging growth company,” we choose to rely on such
exemptions we may not be required to, among other things, (i)
provide an auditor’s attestation report on our system of internal
control over financial reporting pursuant to Section 404 of the
Sarbanes-Oxley Act of 2002, (ii) provide all of the compensation
disclosure that may be required of non-emerging growth public
companies under the Dodd-Frank Wall Street Reform and Consumer
Protection Act, (iii) comply with any requirement that may be
adopted by the PCAOB regarding mandatory audit firm rotation or a
supplement to the auditor’s report providing additional information
about the audit and the financial statements (auditor discussion
and analysis) and (iv) disclose certain executive compensation
related items such as the correlation between executive
compensation and performance and comparisons of the executive
compensation to median employee compensation. These exemptions will
apply for a period of five years following the completion of our
Initial Public Offering or until we are no longer an “emerging
growth company,” whichever is earlier.
|
Item 3. |
Quantitative
and Qualitative Disclosures About Market Risk
|
We are a
smaller reporting company as defined by Rule 12b-2 of the Exchange
Act and are not required to provide the information otherwise
required under this item.
|
Item 4. |
Controls and
Procedures
|
Evaluation of Disclosure Controls and Procedures
Under the
supervision and with the participation of our management, including
our principal executive officer and principal financial officer, we
conducted an evaluation of the effectiveness of our disclosure
controls and procedures as of the end of the fiscal quarter ended
March 31, 2022, as such term is defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act. Based on this evaluation, our
principal executive officer and principal financial officer have
concluded that during the period covered by this Report, our
disclosure controls and procedures were not effective as of March
31, 2022, because of a material weakness in our internal control
over financial reporting. A material weakness is a deficiency, or a
combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a
material misstatement of the Company’s annual or interim financial
statements will not be prevented or detected on a timely basis.
Specifically, the Company’s management has concluded that our
control around the interpretation and accounting for complex
financial instruments by the Company was not effectively designed
or maintained. This material weakness resulted in the restatement
of the Company’s balance sheet as of March 2, 2021, and its interim
financial statements for the quarters ended March 31, 2021 and June
30, 2021. Additionally, this material weakness could result in a
misstatement of the Class A ordinary shares and earnings per share
calculation, and related accounts and disclosures that would result
in a material misstatement of the financial statements that would
not be prevented or detected on a timely basis.
Disclosure
controls and procedures are designed to ensure that information
required to be disclosed by us in our Exchange Act reports is
recorded, processed, summarized, and reported within the time
periods specified in the SEC’s rules and forms, and that such
information is accumulated and communicated to our management,
including our principal executive officer and principal financial
officer or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
Other than the steps taken to remediate the material weakness
identified in prior periods and further described below, there was
no change in our internal control over financial reporting that
occurred during the fiscal quarter ended March 31, 2022 that has
materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.
Our
principal executive officer and principal financial officer
performed additional accounting and financial analyses and other
post-closing procedures including consulting with subject matter
experts related to the accounting for complex financial
instruments. The Company’s management has expended, and will
continue to expend, a substantial amount of effort and resources
for the remediation and improvement of our internal control over
financial reporting. While we have processes to properly identify
and evaluate the appropriate accounting technical pronouncements
and other literature for all significant or unusual transactions,
we have expanded and will continue to improve these processes to
ensure that the nuances of such transactions are effectively
evaluated in the context of the increasingly complex accounting
standards.
PART
II - OTHER INFORMATION
|
Item 1. |
Legal
Proceedings
|
None.
Except for the below risk factor, as of the date of this Report, there
have been no material changes to the risk factors disclosed in our
Annual Report on Form 10-K filed with the SEC on March 31, 2022. We
may disclose changes to such factors or disclose additional factors
from time to time in our future filings with the SEC.
Changes in laws or regulations, or a failure to comply with any
laws and regulations, may adversely affect our business, including
our ability to negotiate and complete our initial business
combination, and results of operations.
We are subject to laws and regulations enacted by national,
regional and local governments. In particular, we are required to
comply with certain SEC and other legal requirements. Compliance
with, and monitoring of, applicable laws and regulations may be
difficult, time consuming and costly. Those laws and regulations
and their interpretation and application may also change from time
to time and those changes could have a material adverse effect on
our business, investments and results of operations. In addition, a
failure to comply with applicable laws or regulations, as
interpreted and applied, could have a material adverse effect on
our business, including our ability to negotiate and complete our
initial business combination, and results of operations.
On March 30, 2022, the SEC issued proposed rules relating to, among
other items, enhancing disclosures in business combination
transactions involving SPACs and private operating companies and
increasing the potential liability of certain participants in
proposed business combination transactions. These rules, if
adopted, whether in the form proposed or in revised form, may
materially increase the costs and time required to negotiate and
complete an initial business combination and could potentially
impair our ability to complete an initial business
combination.
|
Item 2. |
Unregistered
Sales of Equity Securities and Use of Proceeds from Registered
Securities.
|
Simultaneously with the consummation of the Initial Public Offering
and the exercise of the over-allotment option by the underwriters
in full, our sponsor purchased 499,000 Private Placement Shares, at
a price of $10.00 per Private Placement Share to the Sponsor,
generating gross proceeds of approximately $5.0 million. A portion
of the proceeds from the Private Placement Shares was added to the
proceeds from the Initial Public Offering held in the Trust
Account.
In
connection with the Initial Public Offering, our sponsor had agreed
to loan us an aggregate of up to $300,000 pursuant to the Note.
This loan is non-interest bearing and payable on the consummation
of the Initial Public Offering. On March 2, 2021, we repaid the
Note in full.
Of the gross
proceeds received from the Initial Public Offering and the full
exercise of the option to purchase additional Shares, $149,500,000
was placed in the Trust Account. The net proceeds of the Initial
Public Offering and certain proceeds from the Private Placement are
invested in U.S. government treasury bills with a maturity of 180
days or less and 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.
We paid a
total of approximately $3.0 million in underwriting discounts and
commissions related to the Initial Public Offering. In addition,
the underwriters agreed to defer $5.2 million in underwriting
discounts and commissions.
|
Item 3. |
Defaults upon
Senior Securities
|
None.
|
Item 4. |
Mine Safety
Disclosures.
|
Not
applicable.
|
Item 5. |
Other
Information.
|
None.
The
following exhibits are filed or furnished as a part of, or
incorporated by reference into, this Report.
|
Exhibit
Number
|
|
Description
|
|
|
|
Termination
Agreement, dated as of February 23, 2022, by and between the
Company and Amicus Therapeutics, Inc.(1)
|
|
|
|
Amended and
Restated Memorandum and Articles of Association.(2)
|
|
|
|
Specimen
Ordinary Share Certificate.(3)
|
|
|
|
Private
Placement Shares Purchase Agreement between the Company and the
Sponsor.(2)
|
|
|
|
Investment
Management Trust Agreement between Continental Stock Transfer &
Trust Company and the Company.(2)
|
|
|
|
Registration
and Shareholder Rights Agreement among the Company, the Sponsor and
certain other equityholders named therein.(2)
|
|
|
|
Letter
Agreement among the Company, the Sponsor and the Company’s officers
and directors.(2)
|
|
|
|
Administrative Services Agreement between the Company and the
Sponsor.(2)
|
|
|
|
Form of
Indemnity Agreement.(3)
|
|
|
|
Certification of Chief Executive Officer (Principal Executive
Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the
Securities Exchange Act of 1934, as Adopted Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.*
|
|
|
|
Certification of Chief Financial Officer (Principal Financial and
Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under
the Securities Exchange Act of 1934, as Adopted Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.*
|
|
|
|
Certification of Chief Executive Officer (Principal Executive
Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.**
|
|
|
|
Certification of Chief Financial Officer (Principal Financial and
Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
|
|
101.INS
|
|
Inline
XBRL Instance Document (the
instance document does not appear in the Interactive Data File
because its XBRL tags are embedded within the Inline XBRL
document).*
|
|
101.SCH
|
|
Inline
XBRL Taxonomy Extension Schema Document.*
|
|
101.CAL
|
|
Inline
XBRL Taxonomy Extension Calculation Linkbase Document.*
|
|
101.DEF
|
|
Inline
XBRL Taxonomy Extension Definition Linkbase Document.*
|
|
101.LAB
|
|
Inline
XBRL Taxonomy Extension Label Linkbase Document.*
|
|
101.PRE
|
|
Inline
XBRL Taxonomy Extension Presentation Linkbase Document.*
|
|
104
|
|
Cover Page
Interactive Data File (formatted as Inline XBRL and contained in
Exhibit 101).*
|
|
(1) |
Incorporated by reference to the
registrant’s Current Report on Form 8-K, filed with the SEC on
February 24, 2022.
|
|
(2) |
Incorporated by reference to the
registrant’s Current Report on Form 8-K, filed with the SEC on
March 2, 2021.
|
|
(3) |
Incorporated by reference to the
registrant’s Form S-1, filed with the SEC on February 19,
2021.
|
Pursuant to
the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
Dated: May 13, 2022
|
ARYA SCIENCES
ACQUISITION CORP IV
|
| |
|
| |
By:
|
/s/ Michael Altman
|
| |
Name:
|
Michael Altman
|
| |
Title:
|
Chief Financial Officer
|
24