Current Report Filing (8-k)
08 November 2022 - 08:32AM
Edgar (US Regulatory)
false0001838821NASDAQ00018388212022-11-072022-11-07
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): November 7, 2022
ARYA SCIENCES ACQUISITION CORP IV
(Exact name of registrant as specified in its charter)
Cayman Islands
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001-40122
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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51 Astor Place, 10th Floor
New York, New York
(Address of principal executive offices)
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10003
(Zip Code)
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(Registrant’s telephone number, including area code): (212)
284-2300
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ |
Written communication pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencements communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Class A
Ordinary Shares, par value $0.0001 per share
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ARYD
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The Nasdaq
Capital Market
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 1.01. |
Entry into a
Material Definitive Agreement.
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On November 7, 2022, ARYA Sciences Acquisition Corp IV (the
“Company”) issued an unsecured convertible promissory note (the
“Convertible Promissory Note”) to ARYA Sciences Holdings IV (the
“Sponsor”), pursuant to which the Company may borrow $120,000 (the
“Working Capital Loan”) from the Sponsor for general corporate
purposes. Such loan may, at the Sponsor’s discretion, be converted
into Class A ordinary shares, par value $0.0001 per share, of the
Company (the “Working Capital Shares”) at a conversion price equal
to $10.00 per Working Capital Share. The terms of the Working
Capital Shares will be identical to those of the private placement
shares that were issued to the Sponsor in connection with the
Company’s initial public offering that was consummated on March 2,
2021 (the “Private Placement Shares”). The Working Capital
Loan will not bear any interest, and will be repayable by the
Company to the Sponsor, if not converted or repaid on the effective
date of an initial merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination involving
the Company and one or more businesses. The maturity date of the
Working Capital Loan may be accelerated upon the occurrence of an
Event of Default (as defined under the Convertible Promissory
Note). The Company granted customary registration rights to the
Sponsor with respect to any Working Capital Shares, which shall
constitute “Registrable Securities” pursuant to that certain
Registration and Shareholder Rights Agreement, dated March 2, 2021,
by and among the Company, the Sponsor and the other parties
thereto. Further, each newly issued Working Capital Share shall
bear the same transfer restrictions that apply to the Private
Placement Shares, as contemplated by the Letter Agreement, dated
February 25, 2021, by and among the Company, the Sponsor and the
other parties thereto.
The foregoing description of the Convertible Promissory Note does
not purport to be complete and is qualified in its entirety by the
terms and conditions of thereof. A copy of the Convertible
Promissory Note is attached hereto as Exhibit 10.1 and incorporated
herein by reference.
Item 2.03. |
Creation of a
Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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The information disclosed under Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 2.03 to the
extent required herein.
Item 3.02. |
Unregistered
Sales of Equity Securities.
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The information disclosed under Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 3.02 to the
extent required herein.
Any Working Capital Shares issuable upon conversion of the
Convertible Promissory Note will not be registered under the
Securities Act of 1933, as amended (the “Securities Act”), and will
be issued in reliance on the exemption from registration
requirements thereof provided by Section 4(a)(2) of the Securities
Act.
Item 9.01. |
Financial
Statements and Exhibits.
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Exhibit No.
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Description
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Convertible Promissory Note,
dated November 7, 2022 and issued to ARYA Sciences Holdings
IV.
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104
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Cover Page
Interactive Data File (embedded within the Inline XBRL
document).
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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.
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ARYA Sciences Acquisition Corp IV
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Date: November
7, 2022
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By:
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/s/ Michael
Altman
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Name:
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Michael
Altman
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Title:
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Chief Financial
Officer
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