UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934
Date of Report
(Date of earliest event reported): February 27, 2023
(February 24, 2023)
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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98-1574672
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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
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New York, NY |
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10003
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(Address of
principal executive offices)
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(Zip
Code)
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(212)
284-2300
(Registrant’s telephone number,
including area code)
Not
Applicable
(Former name or former address, if
changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the Registrant under any of the following
provisions:
☐
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Written communications 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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☐
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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-commencement 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 Share $0.0001
Par Value
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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 or Rule 12b-2 of the Securities
Exchange Act of 1934.
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. ☐
On February 10, 2023, ARYA
Sciences Acquisition Corp IV (“ARYA”) filed a definitive proxy
statement (the “Extension Proxy
Statement”) for a special meeting of its shareholders to be
held on February 28, 2023 to consider and act upon a proposal to
extend the date (the “Termination
Date”) by which ARYA must complete an initial business
combination (a “Business
Combination”) from March 2, 2023 to June 2, 2023 (the
“Articles Extension Date”)
and to allow ARYA, without the need for another shareholder vote,
to elect to extend the Termination Date to consummate a Business
Combination on a monthly basis, up to nine times, by an additional
one month each time after the Articles Extension Date, by
resolution of ARYA’s board of directors, if requested by ARYA
Sciences Holdings IV, a Cayman Islands exempted company. The
Extension Proxy Statement was mailed to ARYA’s shareholders of
record as of February 3, 2023. Shareholders may obtain a copy of
the Extension Proxy Statement on the SEC’s website (www.sec.gov).
As set forth in the Extension
Proxy Statement, the deadline by which ARYA public shareholders had
to complete the procedures for electing to redeem their Class A
ordinary shares, par value $0.0001 per share (the “Class A Shares”) was 5:00 p.m.,
Eastern Time, on February 24, 2023 (“Redemption Deadline”). The initial
number of Class A Shares tendered for redemption prior to the
Redemption Deadline was 11,959,169. The deadline for public
shareholders to withdraw previously submitted redemption requests
is February 28, 2023, prior to 8 a.m., Eastern Time, subject to
approval by the board of directors of ARYA.
Shareholders may make such
request by contacting our transfer agent, Continental Stock
Transfer & Trust Company, at spacredemptions@continentalstock.com.
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:
February 27, 2023 |
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ARYA Sciences
Acquisition Corp IV
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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 and
Director
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