ARYD ARYA Sciences Acquisition Corporation IV

 

On June 2, 2023, ARYA Sciences Acquisition Corp IV (the “Company”) approved the first one-month extension of the time period during which it may consummate an initial business combination (such time period, the “Business Combination Period”). In connection with this extension of the Business Combination Period to July 2, 2023 (the “Extension”), the Company drew an aggregate of $140,000 (the “Extension Funds”) from the unsecured convertible promissory note in the principal amount of up to $1,680,000, dated February 28, 2023 and that the Company issued to ARYA Sciences Holdings IV (the “Sponsor”) in connection with the approval of the amendment to its amended and restated memorandum and articles of association (as amended, the “A&R Memorandum and Articles of Association”) during the extraordinary general meeting of shareholders held on February 28, 2023 (the “Second Convertible Promissory Note”). As provided for in the the A&R Memorandum and Articles of Association, the Company deposited the Extension Funds into the trust account that was established by the Company in connection with its initial public offering (the “Trust Account”).

 

The Extension is the first of nine one-month extensions permitted under the A&R Memorandum and Articles of Association. As previously disclosed, the Second Convertible Promissory Note allows the Company to use the funds drawn under the Second Convertible Promissory Note for general corporate purposes and the funding of the deposits into the Trust Account that the Company is required to make pursuant to its A&R Memorandum and Articles of Association in connection with the optional extensions that may be requested by the Sponsor. Up to $1,380,000 of the amounts loaned under the Second Convertible Promissory Note are convertible at the option of the Sponsor into the Company’s Class A ordinary shares, par value $0.0001 per share (the “Working Capital Shares”) at a conversion price equal to $10.00 per Working Capital Share. The Working Capital Shares shall be identical to the private placement shares held by the Sponsor. Any loans under the Second Convertible Promissory Note will not bear any interest, and will be repayable by the Company to the Sponsor to the extent the Company has funds available outside of the Trust Account and if not converted or repaid on the effective date of any business combination. The maturity date of any loans under the Second Convertible Promissory Note may be accelerated upon the occurrence of an Event of Default (as defined in the Second Convertible Promissory Note). The Company granted customary registration rights to the Sponsor with respect to any Working Capital Shares issued pursuant to the Second Convertible Promissory Note, 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 held by the Sponsor, 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 Second Convertible Promissory Note is qualified in its entirety by reference to the full text of the Second Convertible Promissory Note, which is incorporated herein by reference to Exhibit 10.1 of this Current Report on Form 8-K.