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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 general
economic and political conditions such as recessions, interest
rates, international currency fluctuations and health epidemics and
pandemics (including the ongoing COVID-19 pandemic), inflation,
changes in diplomatic and trade relationships and acts of war or
terrorism;;
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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 and in our filings with the SEC, including 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.
We intend to
effectuate our initial Business Combination 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:
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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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Results
of Operations
Our entire
activity since inception up to June 30, 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 June 30, 2022, we had a net loss of approximately
$196,000, which consisted of approximately $305,000 general and
administrative expenses, partially offset by approximately $109,000
in unrealized gains on marketable securities, dividends and
interest held in Trust Account.
For the three
months ended June 30, 2021, we had a net loss of approximately
$162,000, which consisted of approximately $167,000 general and
administrative expenses, partially offset by approximately $5,000
in unrealized gains on marketable securities, dividends and
interest held in Trust Account.
For the six
months ended June 30, 2022, we had a net loss of approximately
$407,000, which consisted of approximately $557,000 general and
administrative expenses, partially offset by approximately $150,000
in unrealized gains on marketable securities, dividends and
interest held in Trust Account.
For the six
months ended June 30, 2021, we had a net loss of approximately
$373,000, which consisted of approximately $392,000 general and
administrative expenses, partially offset by approximately $19,000
in unrealized gains on marketable securities, dividends and
interest held in Trust Account.
Liquidity
and Going Concern
As of June 30,
2022, we had approximately $50,000 in our operating bank account,
and negative working capital of approximately $5.7 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 June 30, 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 unaudited condensed
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 the accompanying unaudited condensed
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 accompanying unaudited
condensed 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 reimburse
the Sponsor for office space, secretarial and administrative
services provided to us in the amount of $10,000 per month.
The Company
incurred approximately $30,000 and $30,000 in general and
administrative expenses in the accompanying unaudited condensed
statements of operations for the three months ended June 30, 2022
and 2021, respectively. The Company incurred approximately $60,000
and $41,000 in general and administrative expenses in the
accompanying unaudited condensed statements of operations for the
six months ended June 30, 2022 and 2021, respectively. As of June
30, 2022 and December 31, 2021, the Company had $30,000 and $0,
respectively, included in due to related party on the condensed
balance sheets.
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’ equity (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 June 30, 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’ equity (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
income (loss) per ordinary share
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 income (loss) per share is computed by
dividing net income (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
The Company’s
management does not believe that any recently issued, but not yet
effective, accounting standards updates, if currently adopted,
would have a material effect on the accompanying unaudited
condensed financial statements.
Off-Balance Sheet Arrangements
As of June 30,
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.
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Item 3. |
Quantitative and
Qualitative Disclosures About Market Risk
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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.
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Item 4. |
Controls and
Procedures
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Evaluation of
Disclosure Controls and Procedures
Disclosure controls and procedures are controls
and other procedures that are designed to ensure that information
required to be disclosed in our reports filed or submitted under
the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the SEC’s rules and forms.
Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information
required to be disclosed in Company reports filed or submitted
under the Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and Chief
Financial Officer, to allow timely decisions regarding required
disclosure.
As required by
Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive
Officer and Chief Financial Officer carried out an evaluation of
the effectiveness of the design and operation of our disclosure
controls and procedures as of June 30, 2022 (the “Evaluation
Date”). Based upon their evaluation, our Chief Executive Officer
and Chief Financial Officer concluded that, as of the Evaluation
Date, our disclosure controls and procedures (as defined in Rules
13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective as
of June 30, 2022.
In
2021, our management and audit committee identified a material
weakness in our internal control over financial reporting that
resulted in the restatement of our (i) audited balance sheet as of March 2, 2021, filed
with the SEC on March 8, 2021, (ii) unaudited interim financial
statements included in our Form 10-Q for the quarterly period ended
March 31, 2021, filed with the SEC on May 13, 2021, and (iii)
unaudited interim financial statements included in our Form 10-Q
for the quarterly period ended June 30, 2021, filed with the SEC on
August 12, 2021. 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 our annual
or interim financial statements will not be prevented or detected
on a timely basis. Specifically, our management and audit committee
concluded that the control around the interpretation and accounting
of our Class A ordinary shares was not effectively designed or
maintained. In connection with the remediation of this control
deficiency, management and its advisors designed and implemented
new disclosure controls and procedures and expanded and improved
our processes to ensure that the nuances of the accounting of
certain complex features of our Class A ordinary shares are
effectively evaluated in the context of increasingly complex
accounting standards. Based on the actions taken, as well as the
evaluation of the design of the new disclosure controls and
procedures, we concluded that our disclosure controls and
procedures were operating effectively as of June 30, 2022 and that
the material weakness we previously identified was remediated as of
June 30, 2022.
We do not expect
that our disclosure controls and procedures will prevent all errors
and all instances of fraud. Disclosure controls and procedures, no
matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the
disclosure controls and procedures are met. Further, the design of
disclosure controls and procedures must reflect the fact that there
are resource constraints, and the benefits must be considered
relative to their costs. Because of the inherent limitations in all
disclosure controls and procedures, no evaluation of disclosure
controls and procedures can provide absolute assurance that the we
detected all of our control deficiencies and instances of fraud, if
any. The design of disclosure controls and procedures also is based
partly on certain assumptions about the likelihood of future
events, and there can be no assurance that any design will succeed
in achieving its stated goals under all potential future
conditions.
Changes in
Internal Control over Financial Reporting
There were no changes in our internal control
over financial reporting (as such term is defined in Rules
13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent
fiscal quarter that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting. Based on the evaluation we conducted, other than
remediation of the material weakness identified and discussed
above, our management has concluded that no such changes have
occurred.
PART II.
OTHER INFORMATION
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Item 1. |
Legal
Proceedings
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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.
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Item 2. |
Unregistered Sales
of Equity Securities and Use of Proceeds from Registered
Securities.
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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.
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Item 3. |
Defaults upon
Senior Securities
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None.
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Item 4. |
Mine
Safety Disclosures.
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Not
applicable.
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Item 5. |
Other
Information.
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None.
The following
exhibits are filed or furnished as a part of, or incorporated by
reference into, this report.
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Exhibit
Number
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Description
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Amended and
Restated Memorandum and Articles of Association.(1)
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Specimen Ordinary
Share Certificate.(2)
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Private Placement
Shares Purchase Agreement between the Company and the
Sponsor.(1)
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Investment
Management Trust Agreement between Continental Stock Transfer &
Trust Company and the Company.(1)
|
|
|
|
Registration and
Shareholder Rights Agreement among the Company, the Sponsor and
certain other equityholders named therein.(1)
|
|
|
|
Letter Agreement
among the Company, the Sponsor and the Company’s officers and
directors.(1)
|
|
|
|
Administrative
Services Agreement between the Company and the Sponsor.(1)
|
|
|
|
Form of Indemnity
Agreement.(2)
|
|
|
|
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).*
|
|
*
|
Filed
herewith.
|
|
**
|
Furnished
herewith.
|
|
(1)
|
Incorporated by
reference to the registrant’s Current Report on Form 8-K, filed
with the SEC on March 2, 2021.
|
|
(2)
|
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: August 5, 2022
|
ARYA SCIENCES
ACQUISITION CORP IV
|
| |
|
|
|
|
By:
|
/s/ Michael Altman
|
| |
Name:
|
Michael Altman
|
| |
Title:
|
Chief Financial Officer
|
25