UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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, 2024
ARYA SCIENCES ACQUISITION CORP IV
(Exact name of registrant as specified in its charter)
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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
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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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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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:
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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 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. ☐
Item 5.03. Amendments to Articles of Association.
On February 27, 2024, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company (“ARYA”) held an extraordinary general meeting of shareholders
(the “Extension Meeting”) to approve an amendment to ARYA’s amended and restated memorandum and articles of association (the “Articles”) to extend the date (the “Termination Date”) by which ARYA has to consummate a Business Combination (the “Articles Extension Amendment”) from March 2, 2024 (the “Previous
Termination Date”) to April 2, 2024 (the “Articles Extension Date”) and to allow ARYA, without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination
on a monthly basis up to eleven times by an additional one month each time after the Articles Extension Date, by resolution of ARYA’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable
Termination Date, until March 2, 2025, or a total of up to twelve months after the Previous Termination Date, unless the closing of a Business Combination shall have occurred prior thereto (the “Extension Amendment
Proposal”). ARYA Sciences Holdings IV, a Cayman Islands exempted company (the “Sponsor”), agreed that if the Extension Amendment Proposal (as defined below) was approved, it or one or more of its
affiliates, members or third-party designees (the “Lender”) will contribute to ARYA as a loan $111,000 to be deposited into the trust account established in connection with ARYA’s initial public offering
(the “Trust Account”). In addition, in the event ARYA does not consummate an initial business combination (a “Business Combination”) by the Articles Extension Date
(as defined below), the Lender will contribute to ARYA as a loan for an aggregate deposit of up to $1,221,000 in eleven equal installments to be deposited into the Trust Account for each of the eleven one-month optional extensions following the
Articles Extension Date. As disclosed in ARYA’s Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 9, 2024, ARYA expects to draw on the unsecured
convertible promissory note, dated February 8, 2024, by and between ARYA and the Sponsor (the “Fourth Convertible Promissory Note”) in order to fund the $111,000 monthly deposits into the Trust Account and
the Sponsor has the option to convert any amounts outstanding under the Fourth Convertible Promissory Note into Class A ordinary shares, par value $0.0001 per share, of ARYA (“Class A Ordinary Shares”), at a
conversion price equal to $10.00 per share, in connection with a business combination of ARYA.
Additionally, ARYA held the Extension Meeting to approve an amendment to the Articles (the “Class
B Share Amendment”) to allow for the conversion of Class B ordinary shares, par value $0.0001 per share, of ARYA (“Class B Ordinary Shares”) into Class A Ordinary Shares on a one-for-one basis at
any time and from time to time prior to the consummation of an initial business combination, at the option of the holder of such Class B Ordinary Shares; provided that such Class A Ordinary Shares issued upon conversion of the Class B Ordinary
Shares shall have no right to participate in any distribution from the Trust Account (the “Class B Share Proposal”).
Furthermore, ARYA held the Extension Meeting to approve an amendment to the Articles (the “Redemption
Limitation Amendment,” and together with the Articles Extension Amendment and the Class B Share Amendment, the “Articles Amendment”) to eliminate the limitation that ARYA may not redeem Class A
Ordinary Shares to the extent that such redemption would result in ARYA having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended), of less than $5,000,001 (the “Redemption Limitation”) in order to allow ARYA to redeem Class A Ordinary Shares irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption
Limitation Amendment Proposal”).
The shareholders of ARYA approved the Extension Amendment Proposal, the Class B Share Proposal and the Redemption Limitation
Amendment Proposal at the Extension Meeting and on February 27, 2024, ARYA filed the Articles Amendment with the Registrar of Companies of the Cayman Islands.
The foregoing description is qualified in its entirety by reference to the Articles Amendment, a copy of which is attached as
Exhibit 3.1 hereto and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On February 27, 2024, ARYA held the Extension Meeting to approve the Extension Amendment Proposal, the Class B Share Proposal, the
Redemption Limitation Amendment Proposal and the Adjournment Proposal, each as more fully described in the definitive proxy statement that ARYA filed with the SEC on February 1, 2024. As there were sufficient votes to approve the Extension
Amendment Proposal, the Class B Share Proposal and the Redemption Limitation Amendment Proposal, the Adjournment Proposal was not presented to shareholders.
Holders of 3,505,052 Class A Ordinary Shares and 3,707,500 Class B Ordinary Shares of ARYA held of record as of January 26, 2024,
the record date for the Extension Meeting, entitled to vote at the Extension Meeting, were present in person or by proxy, representing approximately 89.7% of the voting power of ARYA’s Class A Ordinary Shares and Class B Ordinary Shares as of the
record date for the Extension Meeting, and constituting a quorum for the transaction of business.
The voting results for each of the proposals were as follows:
The Extension Amendment Proposal
The Class B Share Proposal
The Redemption Limitation Amendment Proposal
ARYA had solicited proxies in favor of an Adjournment Proposal which would have given ARYA authority to adjourn the Extension Meeting to
solicit additional proxies. As sufficient shares were voted in favor of the Extension Amendment Proposal, the Class B Share Proposal and the Redemption Limitation Amendment Proposal, this proposal was not voted upon at the Extension Meeting.
In connection with the vote to approve the Articles Amendment, the holders of 390,815 Class A Ordinary Shares of ARYA properly exercised
their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $11.15 per share, for an aggregate redemption amount of approximately $4,358,804.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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Amendment to Amended and Restated Memorandum and Articles of Association.
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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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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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Exhibit 3.1
Registrar of Companies
Ground Floor
Government Administration Building
133 Elgin Avenue
PO Box 123
George Town
Grand Cayman KY1-9000
ARYA Sciences Acquisition Corp IV (ROC #365460) (the
“Company”)
TAKE NOTICE that at an Extraordinary General Meeting
of the shareholders of the Company held at 11:00 a.m., Eastern Time, on 27 February 2024, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New
York, New York 10022, and via a virtual meeting, the following special resolution was duly passed:
RESOLVED, as a special resolution that:
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a)
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Article 12.2 of ARYA’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new
Article 12.2:
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“Class B Shares shall convert into Class A Shares as follows:
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(a)
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Class B Shares may be converted into Class A Shares on a one-for-one basis: at any time and from time to time prior to the consummation of the
Company’s initial Business Combination at the option of the holders thereof.
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(b)
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On the first business day following the consummation of the Company’s initial Business Combination, the issued Class B Shares shall automatically
be converted into such number of Class A Shares as is equal, in the aggregate, on an as-converted basis, to 20% of the sum of:
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(i) |
the total number of Shares issued and outstanding (excluding the Private Placement Shares) upon completion of the IPO (including pursuant to the Over-Allotment Option),
plus
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(ii) |
the sum of (A) the total number of Class A Shares issued or deemed issued, or issuable upon conversion or exercise of any equity-linked securities or rights issued or
deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A Shares or equity-linked securities exercisable for or convertible into Class A Shares issued,
deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Shares issued to the Sponsor, members of the Company’s management team or their affiliates upon conversion of working capital loans,
if any, minus (B) the total number of Public Shares repurchased pursuant to the IPO Redemption.”
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b)
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Article 38.2 of ARYA’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new
Article 38.2:
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“Prior to the consummation of any Business Combination, the Company shall either:
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(a)
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submit such Business Combination to its Members for approval; or
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(b)
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provide Members with the opportunity to have their Shares repurchased by means of a tender offer (a “Tender Offer”) for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to
the consummation of such Business Combination, including interest earned on the funds held in the Trust Account not previously released to the Company to pay its income taxes, if any, divided by the number of the then-outstanding Public
Shares in issue.”
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c)
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Article 38.6 of ARYA’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new
Article 38.6:
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“Any Member holding Public Shares who is not a Founder, officer or director may, contemporaneously with any vote on a Business
Combination, elect to have their Public Shares redeemed for cash (the “IPO Redemption”), provided that no such Member acting together with any
affiliate of his or any other person with whom he is acting in concert or as a partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15% of
the Public Shares without the Company’s prior consent, and provided further that any holder that holds Public Shares beneficially through a nominee must identify itself to the Company in connection with any redemption election in order to validly
redeem such Public Shares. In connection with any vote held to approve a proposed Business Combination, holders of Public Shares seeking to exercise their redemption rights will be required to either tender their certificates (if any) to the
Company’s transfer agent or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, in each case up to two business days prior to the
initially scheduled vote on the proposal to approve a Business Combination. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is voting for or against such proposed Business Combination or abstains from voting,
a per-Share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of a Business Combination, including interest earned on the Trust Account
not previously released to the Company to pay its income taxes, if any, divided by the number of the then-outstanding Public Shares in issue (such redemption price being referred to herein as the “Redemption Price”).”
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d)
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Article 38.8 of ARYA’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new
Article 38.8:
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“In the event that the Company does not consummate a Business Combination by April 2, 2024 (or March 2, 2025, if applicable under the
provisions of this Article 38.8), or such later time as the Members of the Company may approve in accordance with the Articles (in any case, such date being referred to as the “Termination Date”), the Company shall: (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 the Company to pay 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 in issue, which redemption will completely extinguish public Members’ rights as Members (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 the Company’s remaining Members and the directors, liquidate and dissolve, subject in the case of sub-articles (ii)
and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. If the Company shall wind up for any other reason prior to the consummation of a Business
Combination, the Company shall, as promptly as reasonably possible but not more than ten business days thereafter, follow the foregoing procedures set out in this Article 38.8 with respect to the liquidation of the Trust Account, subject to its
obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.
Notwithstanding the foregoing or any other provisions of the Articles in the event that the Company has not consummated a Business
Combination within thirty-seven months from the closing of the IPO, the Company may, without another shareholder vote, elect to extend the date to consummate the Business Combination on a monthly basis up to eleven times by an additional one month
each time after the thirty-seventh month from the closing of the IPO, by resolution of the directors, if requested by the Sponsor in writing, and upon five days’ advance notice prior to the applicable Termination Date, until forty-eight months from
the closing of the IPO, provided that the Sponsor (or one or more of its affiliates, members or third-party designees) (the “Lender”) will deposit
US$111,000 into the Trust Account within five (5) business days of the applicable Termination Date for each such monthly extension, for an aggregate deposit of up to US$1,332,000 (including a US$111,000 deposit in connection with the extension to
April 2, 2024 and assuming all eleven additional monthly extensions thereafter are exercised), in exchange for a non-interest bearing, unsecured convertible promissory note issued by the Company to the Lender. If the Company completes a Business
Combination, it will, at the option of the Lender, repay the amounts loaned under the promissory note or convert a portion or all of the amounts loaned under such promissory note into Class A Shares, which shall be identical to the Private Placement
Shares issued to the Sponsor in a private placement simultaneously with the closing of the IPO. If the Company does not complete a Business Combination by the applicable Termination Date, such promissory note will be repaid only from funds held
outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.”
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e)
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Article 38.9 of ARYA’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new
Article 38.9:
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“In the event that any amendment is made to these Articles:
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(a) |
that would modify the substance or timing of the Company’s obligation to provide holders of Public Shares the right to:
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(i) |
have their shares redeemed or repurchased in connection with a Business Combination pursuant to Articles 38.2(b) or 38.6; or
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(ii) |
redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within thirty-seven months (or up to forty-eight months, if
applicable under the provisions of Article 38.8) after the date of the closing of the IPO pursuant to Article 38.8; or
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(b) |
with respect to any other provision relating to the rights of holders of Public Shares, each holder of Public Shares who is not a Founder, officer or director shall be
provided with the opportunity to redeem their Public Shares upon the approval of any such amendment (an Amendment Redemption) 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 not previously released to the Company to pay income taxes, if any, divided
by the number of the then-outstanding Public Shares in issue.”
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f)
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Article 38.11 of ARYA’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following
new Article 38.11:
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“Except in connection with the conversion of Class B Shares into Class A Shares pursuant to the Class B Share Conversion described at
Article 12 hereof where the holders of such Shares have waived any right to receive funds from the Trust Account, after the issue of Public Shares, and prior to the consummation of a Business Combination, the directors shall not issue additional
Shares or any other securities that would entitle the holders thereof to:
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(a)
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receive funds from the Trust Account; or
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(b)
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vote as a class with the Public Shares:
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(i) |
on a Business Combination or on any other proposal presented to Members prior to or in connection with the completion of a Business Combination; or
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(ii) |
to approve an amendment to these Articles to:
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(A) extend the time the Company has to consummate a Business Combination beyond forty-eight months from
the closing of IPO; or
(B) amend the foregoing provisions of these Articles.”
[Signature Page Follows]
I, the undersigned, do hereby declare that the above is a true and exact copy of an extract of the resolutions passed by the shareholders of the Company at
the Extraordinary General Meeting.
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/s/ Michael Altman
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Michael Altman
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for and on behalf of
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ARYA Sciences Acquisition Corp IV
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Dated this 27th day of February 2024
[Signature Page to Exhibit 3.1]