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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