Explanatory Note
This Amendment No. 1 amends and supplements the Schedule 13D (the “Schedule 13D”) filed by the Reporting Persons on February 22, 2022. Capitalized terms used herein and not defined have the meaning ascribed to such terms in the Schedule 13D.
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is amended and supplemented as follows:
On February 23, 2022, the Issuer and ARYA entered into a Termination Agreement (the “Termination Agreement”) pursuant to which the parties mutually agreed to terminate the Business Combination Agreement due to unfavorable market conditions, effective immediately. As a result of the termination of the Business Combination Agreement, the Business Combination Agreement is of no further force and effect, which the exception of (a) Section 6.5(a) (Confidentiality; Access to Information), Section 9.2, Article XI (Miscellaneous) and Article I (Definitions) (to the extent related to the foregoing, each of which shall survive such termination and remain valid and binding obligations of the Issuer and ARYA in accordance with their terms and (b) the Mutual Confidentiality Agreement, dated as of July 19, 2021, by and between the Issuer and ARYA, which shall survive such termination and remain a valid and binding obligation of the parties thereto in accordance with its terms. The Termination Agreement also included a mutual release, pursuant to which the Issuer and ARYA each released the other from any claims and liabilities under the Business Combination Agreement. Neither party will be required to pay the other a termination fee as a result of the mutual decision to enter into the Termination Agreement.
The termination of the Business Combination Agreement also terminates the Sponsor Letter Agreement with the exception of Section 6(i) and Section 6(iii) (Termination), which shall survive such termination and remain valid and binding obligations of the parties thereto in accordance with their terms. The termination of the Business Combination Agreement also makes void and terminates that certain Investor Rights Agreement, dated September 29, 2021, by and among ARYA, the Master Fund and the other parties thereto, which was executed concurrently with the Business Combination Agreement.
The foregoing summary of the Termination Agreement is qualified in its entirety by the terms of the Termination Agreement, a copy of which is filed as Exhibit 4 to this Amendment No. 1 and incorporated by reference herein.
Following the Termination Agreement, the Reporting Persons intend going-forward to report with respect to their beneficial ownership of the Issuer’s Common Stock as a passive investor on Schedule 13G.
Father, as reflected under Item 5 below, the Master Fund has purchased additional shares of Common Stock and currently intends to further purchase additional shares, although there is no assurance of the extent or timing of such purchases.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is amended and supplemented as follows:
On February 28, 2022, the Master Fund purchased 450,000 shares of Common stock at a weighted average price of $8.08 per shared (high and low price range of $7.96 to $8.24), and 337,498 shares of Common Stock at a weighted average price of $8.13 per share (high and low price range of $8.09 to $8.15), and on March 1, 2022 the Master Fund purchased 200,000 shares of Common Stock at a weighted average price of $8.24 (high and low price range of $8.10 to $8.41), and 8,904 shares at a weighted average price of $8.20 (high and low price range of $8.16 to $8.23). The Reporting Persons undertake to provide upon request by the SEC staff full information regarding the number of shares purchased at each separate price.
The ownership percentages reported are based on 280,029,345 outstanding shares of Common Stock, as reported in the Issuer’s Form 10-K filed on February 24, 2022.
